EXHIBIT 10.6D TO FORM 10-KSB
SUBLEASE AGREEMENT
1. PARTIES. This Sublease is entered into as of the 15th day of
September, 1997 by and between XXXX.XXX CORPORATION, "Sublessor," and DATA BASE
DESIGNS, INC., "Sublessee," as a Sublease under the Master Lease dated February
28, 1996, entered into by Grand Pacific Limited Partnership, as Landlord, and
xxxx.xxx Corporation, as Tenant. A copy of said Master Lease is attached hereto,
marked Exhibit A, and incorporated herein by reference.
2. PROVISIONS CONSTITUTING SUBLEASE.
(a) This Sublease is subject to all of the terms and conditions of the
Master Lease in Exhibit A, except as specifically exempted herein and Sublessee
shall assume and perform the obligations of Sublessor and Tenant in said Master
Lease, to the extent said terms and conditions are applicable to the premises
subleased pursuant to this Sublease. Sublessee shall not commit nor permit to be
committed on the subleased premises any act or omission which shall violate any
term or condition of the Master Lease. In the event of the termination of
Sublessor's interest as Tenant under the Master Lease for any reason, then this
Sublease shall terminate coincidentally therewith without any liability of
Sublessor to Sublessee.
(b) All of the terms and conditions contained in the Master Lease in
Exhibit A are incorporated herein, except for paragraphs N/A , as terms and
conditions of this Sublease (with each reference therein to Landlord and Tenant
to be deemed to refer to Sublessor and Sublessee) and along with all of the
following paragraphs set out in this Sublease, shall be the complete terms and
conditions of this Sublease.
3. PREMISES. Landlord subleases to Sublessee and Sublessee hires from
said Sublessor the following described premises in Exhibit B situated in the
City of Seattle, County of King, State of Seattle, and described as 0000 Xxxx
Xxxxxx (Grand Pacific Building), consisting of approximately 6,118 rentable
square feet.
4. TERM.
4.1 TERM. The term of this Sublease shall be for a period commencing
on February 1, 1998 and ending on April 15, 2001, unless sooner terminated
pursuant to any provision hereof.
4.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date,
if for any reason Sublessor cannot deliver possession of the Premises to
Sublessee on said date, Sublessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Sublease or the
obligations of Sublessee hereunder or extend the term hereof, but in such case
Sublessee shall not be obligated to pay rent until possession of the Premises is
tendered to Sublessee; provided, however, that if Sublessor shall not have
delivered possession of the Premises within thirty (30) days from said
commencement date, Sublessee may, at Sublessee's option, by notice in writing to
Sublessor within ten (10) days thereafter, cancel this Sublease. If this
Sublease is canceled as herein provided, Sublessor shall return any monies
previously deposited by Sublessee and the parties shall be discharged from all
obligations hereunder. Tenant shall have reasonable access to space seven (7)
days prior to commencement, without obligation of payment for Purposes or
painting, wiring and equipment installation for preparation of space for
conducting business.
4.3 EARLY POSSESSION. In the event that Sublessor shall permit
Sublessee to occupy the Premises prior to the commencement date of the term,
such occupancy shall be subject to all of the provisions of this Sublease. Said
early possession shall not advance the termination date of this Sublease.
5. RENT.
5.1 The annual base rental rate shall be Sixteen and No/100 Dollars
($16.00) per rentable square foot. Sublessee shall pay to Sublessor as rent for
the Premises equal monthly installments of Eight Thousand One Hundred Fifty
Seven and 73/100 Dollars ($8,157.73 , in advance, on the first day of each month
of the term hereof (rent shall be adjusted during months one through six to
reflect the space pocket - see paragraph 5.2 below). Sublessee shall pay
Sublessor upon the execution hereof the sum of Six Thousand Two Hundred Sixty
and NO/100 Dollars ($6,260.00) as rent for February 1998. Rent for any period
during the term hereof which is for less than one (1) month shall be a pro-rata
portion of the monthly installment. Rent shall be payable without notice or
demand and without deduction, offset, or abatement, in lawful money of the
United States of America to Sublessor at the address stated herein or to such
other persons or at such other places as Sublessor may designate in writing.
5.2 SPACE POCKET. Sublandlord shall pocket 742 R.S.F. (reference
Exhibit A) for months one through three of the Sublease term and 681 R.S.F.
(reference Exhibit A) for months one through six the Sublease term.
5.3 Subtenant shall be responsible for excess expenses after the
initial base year of the Sublease term as set forth in Sections 5.3 and 5.4 of
the Master Lease.
6. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon
execution hereof the sum of Two Thousand Seven Hundred Nineteen and 24/100
Dollars ($2.719.24), equal to one-third of the total deposit, as security for
Sublessee's faithful performance of Sublessee's obligations hereunder. The
remaining two-thirds shall be Paid one-third upon occupancy and one-third on
March 1. 1998. If Sublessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Sublease, Sublessor may
use, apply or retain all or any portion of said deposit for the payment of any
rent or other charge in default or for the payment of any other gum to which
Sublessor may become obligated by reason of Sublessee's default, or to
compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses or applies all or any portion of said deposit, Sublessee
shall within ten (10) days after written demand therefore deposit cash shall be
a breach of this Sublease, and Sublessor may at its option terminate this
Sublease. Sublessor shall not be required to keep mud deposit separate from its
general accounts. If Sublessee performs all of Sublessee's obligations
hereunder, said deposit or so much thereof as has not theretofore been applied
by Sublessor, shall be returned, without payment of interest or other increment
for its use, to Sublessee (or, at Sublessor's option, to the last assignee, if
any, or Sublessee's interest hereunder) within fifteen (15) days after the
expiration of the term hereof, or after Sublessee has vacated the Premises,
whichever is later.
7. USE. The Premises shall be used and occupied only for general office
use and for no other purpose without prior written consent of Sublessor and
Landlord. Sublessee's business shall be established and conducted throughout the
term hereof in a first class manner. Sublessee shall not use the Premises for,
or carry on, or permit to be carried on, any offensive, noisy, or dangerous
trade, business, manufacture or occupation or permit any auction sale to be held
or conducted on or about the Premises. Sublessee shall not do or suffer anything
to be done upon the Premises which will cause structural injury to the Premises
or the building of which the Premises form a part. The Premises shall not be
overloaded and no machinery, apparatus or other appliance shall be used or
operated in or upon the Premises which will in any manner injure, vibrate, or
shake the Premises or the building of which it is a part. No use shall be made
of the Premises which will in any way impair the efficient operation of the
sprinkler system (if any) within the building containing the Premises. Sublessee
shall not leave the Premises unoccupied or vacant during the term. No musical
instrument of any sort, or any noise-making device will be operated or allowed
upon the Premises for the purpose of attracting trade or otherwise. Sublessee
shall not use or permit the use of the Premises or any part thereof for any
purpose which will increase the existing rate of insurance upon the building in
which the premises are located, or cause a cancellation of any insurance policy
covering the building or any part thereof. If any act on the part of Sublessee
or use of the Premises by Sublessee shall cause, directly or indirectly, any
increase of Sublessor's or Landlord's insurance expense, said additional expense
shall be paid by Sublessee to Sublessor upon demand. No such payment by
Sublessee shall limit Sublessor in the exercise of any other rights or remedies,
or constitute a waiver of Sublessor's right to require Sublessee to discontinue
such act or use.
8. NOTICES. All notices. or demands of any kind required or desired to be
given to Sublessor or Sublessee hereunder shall be in writing and shall be
deemed delivered forty-eight (48) hours after depositing the
notice or demand in the United States mail, certified or registered, postage
prepaid, addressed to the Sublessor or Sublessee, respectively, at the addresses
set forth after their signatures at the end of this Sublease. All rent and other
payments due under this Sublease or the Master Lease shall be made by Sublessee
to Sublessor at the same address.
9. COMMISSION. Upon execution of this Sublease, Sublessor shall pay
Xxxxxx, Xxxxxxx & Xxxxxx, Inc. a real estate commission in the amount of Twenty-
Two Thousand Nine Hundred Twenty-Three and 04/100 Dollars ($22,923.04). payable
one-half (1/2) within thirty (30) days of a fully executed Sublease and one-half
(1/2) within thirty (30) days of Subtenant's occupancy. Upon receipt of
commission. Xxxxxx, Xxxxxxx & Xxxxxx, Inc. shall immediately deposit an amount
equal to two-thirds of the above commission with CB Commercial.
Address: 0000 Xxxxx Xxxxxx, Xxxxx 000 SUBLESSOR:
Xxxxxxx, Xxxxxxxxxx 00000
xxxx.xxx CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxx
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Its: Chief Executive Officer
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Date: November 19, 1997
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Address: 0000 Xxxx Xxxxxx XXXXXXXXX:
Xxxxxxx, Xxxxxxxxxx 00000
DATA BASE DESIGNS, INC.
By: /s/ Xxxxx Xxxxxx
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Its: Executive Vice President
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Date: November 19, 1997
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