LANDLORD CONSENT TO SUBLEASE
This Consent is entered into as of this _____ day of April, 1998
by and among EOP-Sarasota City Center, LLP, a Minnesota limited liability
partnership ("Landlord"), Lucent Technologies, Inc., a Delaware corporation,
successor in interest to Octel Communications Corporation, a Delaware
corporation ("Sublandlord"), and Correctional Services Corporation, Inc.
("Subtenant").
RECITALS:
A. Landlord (as successor in interest to Xxxx/Xxxxxxx Xxxxx Real Estate
Opportunity Partners Limited Partnership), as landlord, and Sublandlord, as
tenant, are parties to that certain Lease Agreement dated as of November 7,
1994 (the "Lease") pursuant to which Landlord has leased to Sublandlord
certain premises containing approximately 35,000 rentable square feet (the
"Premises") on the 1st, 3rd, 9th and 10th floor of the building commonly known
as Sarasota City Center located at 0000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx (the
"Building").
B. Sublandlord and Subtenant have entered into (or are about to enter into)
that certain Sublease agreement dated April 19, 1998 attached hereto as
Exhibit A (the "Sublease Agreement") pursuant to which Sublandlord has
agreed to sublease to Subtenant certain premises described as follows 5,574
rentable square feet of space located on the tenth (10th) floor of the
Building (the "Sublet Premises") constituting a part of the Premises.
C. Sublandlord and Subtenant have requested Landlord's consent to the Sublease
Agreement.
D. Landlord has agreed to give such consent upon the terms and conditions
contained in this Consent.
NOW THEREFORE, in consideration of the foregoing preambles which by this
reference are incorporated herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged. Landlord hereby
consents to the Sublease Agreement subject to the following terms and
conditions, all of which are hereby acknowledged and agreed to by Sublandlord
and Subtenant:
1. Sublease Agreement. Sublandlord and Subtenant hereby represent that a
true and complete copy of the Sublease Agreement is attached hereto and
made a part hereof as Exhibit A.
2. Representations. Sublandlord hereby represents and warrants that
Sublandlord, i) has full power and authority to sublease the Sublet
Premises to Subtenant, ii) has not transferred or conveyed its
interest in the Lease to any person or entity collaterally or otherwise,
and iii) has full power and authority to enter into the Sublease
Agreement and Consent. Subtenant hereby represents and warrants that
Subtenant has full power and authority to enter into the Sublease
Agreement and this Consent.
3. Indemnity and Insurance. Subtenant hereby assumes, with respect to
Landlord, all of the indemnity and insurance obligations of the
Sublandlord under the Lease, provided that the foregoing shall not be
construed as relieving or releasing Sublandlord from any such
obligations.
4. No Release. Nothing contained in the Sublease Agreement or this
Consent shall be construed as relieving or releasing Sublandlord from
any of its obligations under the Lease, it being expressly understood
and agreed that Sublandlord shall remain liable for such obligations
notwithstanding anything contained in the Sublease Agreement or this
Consent or any subsequent assignment(s), sublease(s) or transfer(s) of
the interest of the tenant under the Lease. Sublandlord shall be
responsible for the collection of all rent due it from Subtenant and for
the performance of all other terms and conditions of the Sublease, it
being understood that Landlord is not a party to the Sublease Agreement
and notwithstanding anything to the contrary contained in the Sublease
Agreement is not bound by any terms or provisions contained in the
Sublease Agreement and is not obligated to Sublandlord or Subtenant for
any of the duties and obligations contained therein.
5. Notices of Default. Sublessor covenants and agrees that upon receiving
from Landlord any notice affecting the Sublet Premises, including,
without limitation, any notice of default pursuant to the provisions of
the Lease, Sublessor shall also serve a copy of such notice promptly
upon Subtenant. Landlord covenants and agrees to use reasonable efforts
to send Subtenant promptly a copy of all written notices given to
Sublessor affecting the Sublet Premises, including, without limitation,
notices of default pursuant to the Lease and notices of non-payment of
rent and other charges sent by Landlord to Sublessor. The failure of
Landlord to give such notice shall not constitute a default of Landlord.
6. Administrative Fee. Upon Sublandlord's execution and delivery of this
Consent, Sublandlord shall pay to Landlord the sum of $250.00 in consideration
for Landlord's review of the Sublease and the preparation and delivery of this
Consent.
7. No Transfer. Subtenant shall not further sublease the Sublet Premises,
assign its interest as the Subtenant under the Sublease Agreement or
otherwise transfer its interest in the Sublet Premises or the Sublease
Agreement to any person or entity without the written consent of
Landlord, which Landlord may withhold in its sole discretion.
8. Lease. In no event shall the Sublease Agreement or this Consent be
construed as granting or conferring upon the Sublandlord or the
Subtenant any greater rights than those contained in the Lease nor shall
there be any diminution of the rights and privileges of the Landlord
under the Lease. Without limiting the scope of the preceding sentence,
any construction or alterations performed in or to the Sublet Premises
shall be performed with Landlord's prior written approval and in
accordance with the terms and conditions of the Lease. As between
Landlord and Sublandlord, Sublandlord shall be solely responsible for
the cost of any such construction or alterations (including the
construction of any wall(s) erected to separate the Sublet Premises from
the Premises) and for assuring that any such construction or alterations
are performed in strict compliance with any and all laws, rules,
regulations and codes. In addition to Sublandlord's indemnity
obligations under the Lease but subject to the limitations in section
7.02B of the Lease), Sublandlord hereby agrees to indemnify and hold
Landlord, its members, principals, beneficiaries, partners, officer,
directors, employees, mortgagee(s) (if any) and agents (collectively the
"Landlord Related Parties") harmless against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses,
including without limitation, reasonable attorneys' fees and other
professional fees (if and to the extent permitted by law), which may be
imposed upon, incurred by, or asserted against Landlord or any of the
Landlord Related Parties and arising, directly or indirectly, out of or
in connection with the performance of any construction or alterations in
the Premises or Sublet Premises, including, without limitation, the cost
of correcting any violations of any laws, rules, regulations and codes.
9. Services. Any service or materials for or related to the Sublet
Premises shall be provided by Landlord in accordance with the terms of
the Lease only if requested by the Sublandlord in writing.
10. Attornment. If the Lease or Sublandlord's right to possession
thereunder terminates for any reason prior to expiration of the Sublease
Agreement, Subtenant agrees, at the election of Landlord, to attorn to
Landlord upon the then executory terms and conditions of the Sublease
Agreement for the remainder of the term of the Sublease Agreement. If
Landlord does not so elect, the Sublease Agreement and all rights of
Subtenant in the Sublet Premises shall terminate upon the date of
termination of the Lease or Sublandlord's right to possession
thereunder. Provided, however that Landlord shall have given Subtenant
sixty (60) days prior written notice of its intent to terminate.
IN WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have executed
this Consent as of this 9th day of April, 1998.
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SUBLEASE
BETWEEN
LUCENT TECHNOLOGIES, INC.
SUBLANDLORD
and
CORRECTIONAL SERVICES CORPORATION, INC.
SUBTENANT
Dated:
TABLE OF CONTENTS
1. SUBLEASE
2. PARKING
3. PRIME LEASE
4. DEFINITION
5. PRIME LANDLORD
6. TERM
7. RENT
8. REFUNDS
9. SECURITY DEPOSIT
10. SUBTENANT FIT-UP
11. ALTERATIONS
12. REPAIRS AND MAINTENANCE
13. UTILITIES AND SERVICES
14. ASSIGNMENT AND SUBLEASING
15. INSURANCE
16. NON-BINDING MEDIATION
17. COMPLIANCE WITH LAWS
18. LIMITATIONS ON SUBLANDLORD'S LIABILITY
19. ESTOPPEL CERTIFICATES
20. SUBORDINATION
21. CASUALTY AND CONDEMNATION
22. CONSENT OR APPROVAL OF PRIME LANDLORD
23. NOTICES
24. BROKERS
25. SUBLANDLORD'S AND SUBTENANT'S POWER TO EXECUTE
26. TABLE OF CONTENTS - CAPTIONS
27. CONSENT TO SUBLEASE BY PRIME LANDLORD
28. ENTIRE AGREEMENT
SUBLEASE
This Sublease is entered into as of this 9th day of April, 1998 by and
between LUCENT TECHNOLOGIES, INC., a Delaware corporation, successor in
interest to OCTEL TECHNOLOGIES CORPORATION, with offices at 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter "Sublandlord") and Correctional
Services Corporation, Inc. with offices at 0000 Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxxx 00000 (hereinafter "Subtenant").
INTRODUCTORY STATEMENTS
A. By Lease dated November 7, 1994, (the "Prime Lease") Xxxx/Xxxxxxx
Xxxxx Real Estate Opportunity Partners Limited Partnership, an Illinois
limited partnership, ("the Prime Landlord") leased to Sublandlord (as
successor in interest by way of assignment and assumption of lease from Octel
Technologies Corporation, dated March 1, 1998, attached hereto as Exhibit C)
certain space in the building known as Sarasota City Center located at 0000
Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 (hereinafter called the "Building").
B. Subtenant has agreed to sublet from Sublandlord certain portions
of the Building.
C. The parties desire to enter into this Sublease defining their
respective rights, duties and liabilities relating to the Subleased Premises
(defined below).
WITNESSETH
NOW THEREFORE, Sublandlord and Subtenant, in consideration of the mutual
promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and each with intent to be legally bound, for themselves and their respective
successors and assigns, agree as follows:
1. SUBLEASE
Sublandlord, for and in consideration of the Subtenant's payment of the
rent and performance of the covenants contained in this Sublease, does hereby
demise and lease to Subtenant the following portions of the Building:
portions of the tenth (10th) floor as shown on the floor plan which is
attached hereto as Exhibit A (the "Subleased Premises").
2. PARKING
Subtenant shall be entitled to use up to nineteen (19) parking spaces
for the term of this Sublease. An additional ten (10) parking spaces will be
provided at Commencement, subject to recapture by Sublandlord, with thirty
(30) days prior notice.
3. PRIME LEASE
A true copy of the Prime Lease (with certain financial provisions
deleted for reasons of confidentiality) is attached hereto as Exhibit B.
Where not expressly inconsistent with the terms hereof and except as otherwise
stated herein to the contrary, this Sublease shall be subject and subordinate
to all of the terms and conditions contained in the Prime Lease as said terms
and conditions affect the Subleased Premises, and all of the terms and
conditions of the Prime Lease, except as otherwise set forth herein, are
hereby incorporated into this Sublease and shall be binding upon Subtenant
with respect to the Subleased Premises to the same extent as if Subtenant
were named as tenant and Sublandlord as landlord under the Prime Lease. For
purposes of this Sublease, references in the Prime Lease to the ["term"] shall
mean the Term of this Sublease and references to the ("premises") in the
Prime Lease shall mean the Subleased Premises. [Except as otherwise provided
herein, when any fraction, factor or formula, which is based on the number of
square feet leased, is expressed in the Prime Lease, it will be adjusted by
substituting the number of square feet of the Subleased Premises for the
number of square feet of the [Premises] leased in the Prime Lease.] Each
party agrees that it shall not do or omit to do anything which would result in
a default under the Prime Lease, and each party agrees to indemnify and hold
the other harmless from and against all claims, demands or liabilities
resulting from such party's breach, violation or nonperformance of any of its
obligations under the Prime Lease, as incorporated herein. With the
exceptions set forth herein, Subtenant shall be entitled to all of the rights
and privileges of the Sublandlord as tenant under the terms of the Prime Lease
with respect to the Subleased Premises. The following provisions of the Prime
Lease shall not be incorporated into this Sublease: Sections 1.01, 1.02,
2.02, 15.09; Articles 3, 11; Xxxxxxxx "X", "X".
0. DEFINITIONS
All terms not expressly defined in this Sublease shall have the meanings
given to them in the Prime Lease.
5. PRIME LANDLORD
Subtenant agrees to look solely to the Prime Landlord, and not to
Sublandlord, for the performance of all services and obligations of the Prime
Landlord under the Prime Lease with respect to the subleased Premises. At
Subtenant's expense and request, Sublandlord will take all reasonable actions
necessary to enable Subtenant to enforce the Sublandlord's rights as tenant
under the Prime Lease with respect to the subleased premises.
6. TERM
The term of this Sublease (the "Original Term") shall be six (6) years
and nine (9) months, commencing on April 30, 1998 (the "Commencement Date")
and ending on January 29, 2005. The Original Term plus any extensions or
renewals are sometimes referred to herein as the "Term".
7. RENT
a. The basic rent during the Original Term hereunder shall be in the
amount of Five hundred nineteen thousand five hundred ninety-four dollars and
seventy five cents ($519,594.75) payable in lawful money of the United States
of America. The basic rent shall accrue at the yearly rate of eighteen
percent (18%) and shall be payable in advance on the seventh day of each
calendar month during the Original Term in monthly installments of six
thousand four hundred and fourteen dollars and seventy five cents ($6,414.75)
each.
b. In addition to the basic rent set forth in section 7.a. above,
Subtenant shall pay Sublandlord (as and when due under the terms of the Prime
Lease), as additional rent, its proportionate share of all increases in
operating expenses including but not limited to the following: taxes, tenant
electric, janitorial service, and other charges which Sublandlord is obligated
to pay to Prime Landlord under the terms of the Prime Lease over a stop equal
to the actual expenses for these items incurred in the calendar year 1997.
Subtenant's "Proportionate Share" shall be 2.25% of the charges due under
the Prime Lease which is the number of square feet in Subleased Premises
divided by number of square feet in the premises leased by Sublandlord.
c. The term "basic rent" and "additional rent" are sometimes
referred to herein as "Rent" or "'rent" and shall include all sums due from
Subtenant to Sublandlord under the terms of this Sublease. All Rent shall be
payable at the office of the Sublandlord at the following address:
Lucent Technologies
Lease Xxxxxxxxxxxxxx
000 Xxxxxx Xxxx Xxxxxx
000 Xxxxx Xxxxxx, Xxxx 0X000
Xxxxxxxxxx, Xxx Xxxxxx 00000
or at such other address as directed by notice from Sublandlord to Subtenant.
8. REFUNDS
Provided Subtenant is not in default under this Sublease, Sublandlord
shall pay to Subtenant any sums which Sublandlord is entitled to receive from
the Prime Landlord under the Prime Lease with respect to the subleased
Premises during the Term, including, but not limited to, any refunds of basic
rent or additional rent which has been paid by Subtenant; however, such sums
shall be paid to Subtenant only if Sublandlord has received payment of same
from Prime Landlord. Payment (less any sums expended by Sublandlord for
collection thereof) shall be made by Sublandlord to Subtenant within thirty
(30) days of Sublandlord's receipt of any such sum.
9. SECURITY DEPOSIT
Subtenant has deposited with Sublandlord the sum of six thousand four
hundred and fourteen dollars ($6,414.75) as security for the full and faithful
performance of every portion of this sublease to be performed by Subtenant.
If Subtenant defaults with respect to any provision of this Sublease,
Sublandlord may use, apply or retain all or any portion of this security
deposit to remedy such default. If any portion of said deposit is so used or
applied, Subtenant shall, within ten (10) days after demand therefor, deposit
cash with Sublandlord in an amount sufficient to restore the security deposit
to its original amount, and Subtenant's failure to do so shall be a material
breach of this Sublease. Sublandlord shall not be required to keep this
security deposit separate from its general funds, and Subtenant shall not be
entitled to interest an such deposit. If Subtenant shall fully and faithfully
perform every provision of this Sublease to be performed by it, the security
deposit or any balance thereof shall be returned to Subtenant within thirty
(30) days of termination of the Term.
10. SUBTENANT FIT-UP
The Subleased Premises are to be taken by Subtenant in its current "as
is", "where is" current condition, except that Sublandlord will demise the
Subleased Premises.
11. ALTERATIONS
Subtenant shall not make any alterations, improvements or installations
in or to the Subleased Premises without the prior written consent of
Sublandlord. All alterations and improvements shall be subject to the terms
and conditions of the Prime Lease and in those instances, if required, shall
be subject to the Prime Landlord's approval as provided in the Prime Lease.
Any alterations, improvements or installations consented to by Sublandlord
shall be made by [Sublandlord or Sublandlord's] contractors at the sole cost
and expense of Subtenant.
12. REPAIRS AND MAINTENANCE
Any repair and maintenance obligations with respect to the Subleased
Premises which are the responsibility of the Sublandlord, as tenant under the
Prime Lease, shall be performed by Subtenant or the prime Landlord at
Subtenant's sole cost and expense. Subtenant agrees that it will notify
Sublandlord promptly of the need for any repair to the Subleased Premises,
even if Sublandlord is not responsible for any such repair. Notwithstanding
anything contained herein to the contrary, in the event that a condition
exists in the Subleased Premises that prime Landlord is obligated to repair
under the terms of the Prime Lease, Subtenant shall so advise Sublandlord, and
Sublandlord, in turn, shall promptly advise Prime Landlord thereof.
Sublandlord shall have no liability to Subtenant for Prime Landlord's failure
to make any such repair.
13. UTILITIES AND SERVICES
Subtenant shall be entitled to all those services and utilities which
Prime Landlord is required to provide under the terms of the Prime Lease.
Subtenant shall look solely to the Prime Landlord for the provision of such
services and utilities, and Sublandlord shall not be responsible for Prime
Landlord's failure to provide the same nor shall any such failure constitute
an abrogation of any other terms or conditions of this Sublease. In addition
to subtenant's obligation to pay its Proportionate Share of the cost of such
utilities and services, to the extent that Prime Landlord charges Sublandlord
for any services or utilities or increases the cost of such services or
utilities and such charge or increase is due to Subtenant's use of the
Subleased Premises or such utilities or services, Subtenant agrees to pay the
charges therefore promptly upon receipt of Sublandlord's xxxx.
14. ASSIGNMENT AND SUBLEASING
Subtenant shall not have the right to assign this Sublease or sublet the
Subleased Premises, in whole or in part, without the prior written consent of
Sublandlord.
Notwithstanding anything to the contrary contained herein or in the
Prime Lease, Subtenant may assign its entire interest under this Sublease or
sublet the Premises to a wholly owned corporation or controlled subsidiary or
parent of Subtenant or to any successor to Subtenant by purchase, merger,
consolidation or reorganization (hereinafter collectively referred to as
"Corporate Transfer") without the consent of Sublandlord, provided: (i)
Subtenant is not in default under this Lease; (ii) if such proposed transferee
is a successor to Subtenant by purchase, said proposed transferee shall
acquire all or substantially all of the stock or assets of Subtenant's
business or, if such proposed transferee is a successor to Subtenant by
merger, consolidation or reorganization, the continuing or surviving
corporation shall own all or substantially all of the assets of Subtenant;
(iii) such proposed transferee shall have a net worth which is at least equal
to the greater of 100% of Subtenant's net worth at the date of this Sublease
or Subtenant's net worth at the date of the Transfer; (iv) such proposed
transferee operates the business in the Premises for the Permitted Use and no
other purpose; and (v) in no event shall any Transfer release or relieve
Subtenant from any of its obligations under this Lease. Tenant shall give
Sublandlord written notice at least thirty (30) days prior to the effective
date of such Corporate Transfer. As used herein, the terms "controlled" or
"subsidiary" shall mean a corporate entity wholly owned by Subtenant or at
least fifty-one percent (51%) of whose voting stock is owned by Subtenant.
Assignments and/or Subleases not connected to Corporate Transfer will be
subject to the approval of the Sublandlord whose approval will not be
unreasonably withheld and which approval will be given within seven (7) days
after receipt of written notice by Subtenant.
15. INSURANCE
Subtenant agrees to comply with all of the insurance requirements and
obligations of Sublandlord as set forth in the Prime Lease and to name both
Sublandlord and Prime Landlord as additional insureds on any required
insurance policies.
16. NON-BINDING MEDIATION
a. If a dispute arises out of or relates to this Sublease, or its
breach, and the parties have not been successful in resolving such dispute
through negotiation, the parties agree to attempt to resolve the dispute
through non-binding mediation by submitting the dispute to a sole mediator
selected by the parties or, at the option of a party, to mediation by the
American Arbitration Association ("AAA"). If such dispute is not resolved by
such non-binding mediation, the parties shall have the right to resort to any
remedies permitted by law. All defenses based on passage of time shall be
tolled during the mediation.
b. The direct expenses of the mediation, including the compensation
and expenses of the mediator and the fees of the AAA, shall be borne equally
by the parties. All other costs incurred by the parties to this Sublease,
including the parties' legal expenses and their witnesses' expenses, shall be
borne by the party incurring the expense. The parties, their representatives
other participants and the mediator shall hold the existence, content and
result of the mediation in confidence.
17. COMPLIANCE WITH LAWS
In addition to any obligations under the Prime Lease, Subtenant shall
promptly comply with all statutes, ordinances, rules, orders, regulations and
requirements of the Federal, State and municipals Governments and of any and
all their Departments and Bureaus applicable to the use and occupancy of the
Subleased Premises by Subtenant or any subtenant or assignee of Subtenant, for
the correction, prevention and abatement of nuisances, violations or other
grievances, in upon or connected with the Subleased Premises during the Term
or any renewal thereof, including without limitation all laws relating to
environmental matters and the Americans with Disabilities Act, and shall also
promptly comply with, and execute all rules, orders and regulations of the
Board of Fire Underwriters for the prevention of fires (collectively referred
to as "Legal Requirements") at its own cost and expense. Nothing in this
paragraph shall be deemed a consent to the alteration, subletting or
assignment of all or any portion of the Subleased Premises or of all or any of
Subtenant's interests in this sublease.
If Subtenant shall fail or neglect to comply with the aforesaid Legal
Requirements, or if Subtenant shall fail or neglect to make any repairs
required by the terms of this Sublease, and if such breach continues for a
period of thirty (30) days after notice from Prime Landlord or Sublandlord
regarding same, or if the breach cannot be cured within ninety (90) days, if
Subtenant has not begun to cure the breach within such period and does not
thereafter diligently prosecute the cure to completion, then Sublandlord or
its agents may (but shall not be obligated to) enter the Subleased Premises
and take such actions as necessary to cure the breach and comply with any and
all of the said Legal Requirements, at the cost and expense of Subtenant; and,
in case of Subtenant's failure to pay therefor, the said cost and expense
shall be added to the next month's Rent and be due and payable as such.
18. LIMITATIONS ON SUBLANDLORD'S LIABILITY
a. Subtenant acknowledges that Sublandlord has made no
representations or warranties with respect to the Building or the Subleased
Premises except as provided in this Sublease and Subtenant accepts the
Subleased Premises in AS IS condition.
b. If Sublandlord assigns its leasehold estate in the Building,
Sublandlord shall have no obligation to Subtenant that arises after that
assignment. Subtenant shall then recognize Sublandlord's assignee as
Sublandlord of this Sublease,
c. Sublandlord shall not be required to perform any of the covenants
and obligations of the Prime Landlord under the Prime Lease, and insofar as
any of the obligations of the Sublandlord hereunder are required to be
performed under the Prime Lease by the Prime Landlord thereunder, Subtenant
shall rely on and look solely to the Prime Landlord for the performance
thereof. If the Prime Landlord shall default in the performance of any of its
obligations under the Prime Lease or breach any provision of the Prime Lease
pertaining to the Subleased Premises, Subtenant shall have the right, at
Subtenant's expense and upon prior notice to Sublandlord, and in the name of
Sublandlord to make any demand or institute any action or proceeding, in
accordance with and not contrary to any provision of the Prime Lease, against
the Prime Landlord under the Prime Lease for the enforcement of the Prime
Landlord's obligations thereunder. Subtenant shall defend, indemnify and hold
Sublandlord harmless from and against any suit, action, cost expense, damage
or liability which arises out of or results from or is alleged to arise out of
or results from Subtenant's exercise of its rights under this paragraph.
19. ESTOPPEL CERTIFICATES
Either party hereto (the requested party) agrees that from time to time
upon not less than fifteen (15) days prior notice by the other party
(requesting party), the requested party or its duly authorized representative
having knowledge of the following facts will deliver to the requesting party,
or to such person or persons as the requesting party may designate, a
statement in writing certifying (a) that this Sublease is unmodified and in
full force and effect (or if there have been modifications, that the Sublease
as modified is in full force and effect); (b) the date to which the Rent and
other charges have been paid; (c) that to the best of the requested party's
knowledge, the requesting party is not in default under any provision of this
Sublease or if in default, the nature thereof in detail.
20. SUBORDINATION
This Sublease shall be subject and subordinate to the Prime Lease, any
ground lease and to any mortgage or deed of trust thereon or on the fee simple
interest in the Building or the land on which the Building is located.
21. CASUALTY AND CONDEMNATION
If the Prime Lease is terminated with respect to the Subleased Premises
pursuant to the provisions of the Prime Lease, this Sublease shall
automatically terminate at the same time and Subtenant shall have no claim
against Sublandlord or Prime Landlord for the loss of its sublease
holdinterest or any of Subtenant's property. If the Prime Lease is not
terminated with respect to the Subleased Premises upon the occurrence of a
casualty or condemnation, the provisions of the Prime Lease with respect to
casualty or condemnation shall apply to this Sublease and the Subleased
Premises.
22. CONSENT OR APPROVAL OF PRIME LANDLORD
If the consent or approval of Prime Landlord is required under the Prime
Lease with respect to any matter relating to the Subleased Premises, Subtenant
shall be required first to obtain the consent or approval of Sublandlord with
respect thereto and, if Sublandlord grants such consent or approval,
Sublandlord or Subtenant may forward a request for consent or approval to the
Prime Landlord, but Sublandlord shall not be responsible for obtaining such
consent or approval. Sublandlord shall have no liability to Subtenant for the
failure of Prime Landlord to give its consent.
23. NOTICES
All notices given pursuant to the provisions of this Sublease shall be
in writing, addressed to the party to whom notice is given and sent registered
or certified mail, return receipt requested, in a postpaid envelope or by
nationally recognized overnight delivery service as follows:
To Subtenant:
Correctional Services Corporation, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
To Sublandlord:
Lucent Technologies
Lease Xxxxxxxxxxxxxx
000 Xxxxxx Xxxx Xxxxxx
000 Xxxxx Xxxxxx, Xxxx 0X000
Xxxxxxxxxx, Xxx Xxxxxx 00000
With Copy To:
Lucent Real Estate
000 Xxxxx Xxxxx Xxxxxxx, Xxxx 00X000X
Xxxxxxxxxx, Xxxxxxx 00000
It is understood and agreed that unless specifically modified by this
Sublease, Sublandlord shall be entitled to the length of notice required to be
given Prime Landlord under the Prime Lease plus thirty (30) days and shall be
entitled to give Subtenant the amount of notice required to be given tenant
under the Prime Lease less ten (10) days. All notices shall be deemed given
upon receipt or rejection.
Either party by notice to the other may change or add persons and places
where notices are to be sent or delivered. In no event shall notice have to
be sent on behalf of either party to more than three (3) persons.
24. BROKERS
The parties warrant that they have had no dealings with any estate
broker or agent in connection with this Sublease, except Xxxxxxxxxx Realty
Group, L.L.C. (the "Broker"). Each party covenants to pay hold harmless and
indemnify the other from and against any and all costs, expenses or
liabilities for any compensation, commissions and charges claimed by any other
broker or agent with respect to this Sublease or the negotiation thereof,
based upon alleged dealings with the indemnifying party. Sublandlord agrees
to pay the commissions of the Broker in accordance with a separate agreement.
25. SUBLANDLORD'S AND SUBTENANT'S POWER TO EXECUTE
Sublandlord (subject to Prime Landlord's consent) and Subtenant
covenant, warrant and represent that they have full power and proper authority
to execute this Sublease.
26. TABLE OF CONTENTS - CAPTIONS
The Table of Contents and the captions appearing in this Sublease are
inserted only as a matter of convenience and do not define, limit, construe or
describe the scope or intent of the sections of this Sublease nor in any way
affect this Sublease.
27. CONSENT TO SUBLEASE BY PRIME LANDLORD
This Sublease shall not become operative until and unless the Prime
Landlord has given to Sublandlord its consent hereto. Sublandlord shall not
be responsible for Prime Landlord's failure to consent to this Sublease.
Should Prime Landlord not consent to this Sublease, each party shall be
released from all obligations with respect hereto and neither party shall
further rights in law or in equity with respect to this Sublease.
28. ENTIRE AGREEMENT
This Sublease (which includes each of the Exhibits attached hereto)
contains the entire agreement between the parties and all prior negotiations
and agreements are merged into this Sublease. This Sublease may not be
changed, modified, terminated or discharged, in whole or in part, nor any of
its provisions waived except by a written instrument which (a) shall expressly
refer to this Sublease and (b) shall be executed by the party against whom
enforcement of the change modification, termination, discharge or waiver shall
be sought.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
properly executed as of the day and year first above written.
Prime Landlord executes this Sublease solely as evidence of its consent
to the Sublease. Prime Landlord's consent to this Sublease shall not in any
way be deemed a modification of the Prime Lease. Prime Landlord's consent to
this Sublease shall not relieve Sublandlord of the obligation to obtain Prime
Landlord's consent to any further subleasing.
