Exhibit 10.15
SUB-SUBLEASE
------------
THIS SUB-SUBLEASE is made this 2nd day of July 1998, by and between IT
Corporation, a California corporation, hereinafter called "Sub-Sublessor," and
US Digital Satellite, Inc. a Delaware corporation, hereinafter called
"Sub-Sublessee."
RECITALS
--------
I. The American Association of Museums (Sublessor) and IT Corporation, a
California corporation (Sublessee), entered into a sublease agreement,
which for reference purposes is dated June 6, 1997, with respect to the
premises known as ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. said
sublease and amendments being hereinafter referred to as the "Master
Sublease", a copy of which is attached hereto as Exhibit A and
incorporated by reference.
II. Sub-Sublessor desires to sublease to Sub-Sublessee approximately 2,650
rentable square feet for twenty one (21) months and 14 days of the
above-described property being subleased by Sub-Sublessor under the
terms of the Master Sublease, a copy of which is attached hereto, and
Sub-Sublessee desires to sublease such space from Sub-Sublessor.
THEREFORE, Sub-Sublessor and Sub-Sublessee agree as follows:
A. Demise and Description of Property. Sub-Sublessor hereby subleases
-----------------------------------
to Sub-Sublessee, and Sublessee hereby hires from Sub-Sublessor, on
and subject to the terms, conditions, and covenants hereinafter set
forth, the property described above; hereinafter referred to as the
"Subleased Premises", located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. as further described in the Master Sub-Sublease
attached hereto.
B. Term. The term of this sub-sublease shall be for a period of
----
Twenty One (21) months and 14 days, commencing on September 1, 1998,
and terminating on June 14, 2000, unless sooner terminated as
outlined in the Master Sublease.
C. Rent. Upon execution of this sub-sublease, Sub-Sublessee shall
----
provide advance payment of the two (2) month's rent which includes
a security deposit of one (1) months rent and the first months rent
in advance. The rent is $4,858.33 per month full service, excluding
any taxes based upon rent through July 31, 1998 and $5,004.08 per
month thereafter to the termination of the Sub-Sublease on June 14,
2000. The following schedule shall be the rent which shall be paid
directly to Sub-Subleaser.
September 1, 1998 to July 31, 1999 $4,858.33 per month
August 1, 1999 to June 14, 2000 $5,004.08 per month
D. Use of Premises. The subleased premises shall be used by
---------------
Sub-Sublessee for office and for uses normally incident thereto. No
storage of any kind or hazardous materials will be allowed or any
materials used in the subleased premises that would be
environmentally dangerous to the subleased premises.
E. Obligations of Sublessee.
------------------------
1. Sub-sublessee will be required to submit a security deposit of
$4,858.33 due upon execution of this Sub-Sublease.
2. Sub-Sublessee shall pay rent directly to Sub-Sublessor at
IT Corporation, Accounts Payable, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇.
3. Sub-Sublessee will confine its operations to the designated
office space and will not use any office space whether used or
occupied by Sub-Sublessor, or other Tenant or Subtenant.
1
4. Sub-Sublessee will provide a Certificate of Insurance to evidence the
following coverages: Workers Compensation/statutory coverage,
Employers Liability/$2,00,000, Commercial or General
Liability/$2,000,000, Automotive Liability/$2,000,000 and All Risk
Property Insurance for replacement value for all of Sub.-Sublessee's
property and improvements. Such insurance will provide a Waiver of
Subrogation to Sub-Sublessor, and list the Sublessor and Sub-
Sublessor as an Additional Insured on the Commercial or General
Liability. Employers Liability and Automotive Liability policies.
Such certificate must be sent to: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President,
IT Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, prior to the effective date of this Sub-Sublease and any
occupancy of the premises in accordance with this Agreement. In the
event that such insurance is canceled or discontinued, or a current
certificate is not on file at the above-mentioned address, this Sub-
Sublesse may be canceled at the sole discretion of Sub-Sublessor.
5. Sub-Sublessee accepts the space in an "As IS, WHERE IS" condition,
with all faults, except that Sub-Sublessor will permit the Sub-
Subleased Premises with a color selected by Sub-Sublessee, subject
to Sublessor's approval, shampoo the existing carpet, and
(a) Sub-Sublessee covenants and agrees to pay the rent herein
reserved, used the premises for the purpose hereinbefore
stated, and to surrender the leased premises on expiration, or
earlier termination, of the term hereof, in as good as
condition as when received, reasonable wear and tear expected.
(b) Sub-Sublessee agrees that it will protect and save and keep in
Sublessor and Sub-Sublessor forever harmless and indemnified
against, and from, any penalty or damage or changes imposed for
any violation of any laws or ordinances, whether occassioned by
the neglect Sub-Sublessee or those holding under Sub-Sublessee,
and that Sub-Sublessee will, at all times, protect, indemnify,
save and keep harmless the Sublessor and Sub-Sublessor against,
and from, any and all loss, cost, damage or expense arising out
of, or from, any accident or other occurrence on or about said
premises, causing injury to any person or property whomsoever
or whatsoever, and will protect, indemnify, save and keep
harmless the Sublessor and Sub-Sublessor against and from any
and all claims, and against, and from, any and all loss, cost
or damage, or expense arising out of any failure of Sub-
Sublessee in any respect to comply with and perform all of the
requirements and provisions hereof. All of the above expect for
any liability or damage caused by the negligence of Sub-
Sublessee.
(c) Sub-Sublessee will insure any personal property it maintains in
the sub-subleased premises at replacement value with no more
than a $5,000.00 deductible.
(d) Sub-Sublessee will make a good faith effort to keep the
subleased premises secure and in good, clean and orderly
condition.
(e) Sub-Sublessor will use it's reasonable efforts to assist
Sub-Sublessee to obtain parking in the Building garage. Any
such parking is at the Sub-Sublessee's expenses.
(f) Sub-Sublessee will pay the direct costs associated with any
additional HVAC required after customary billing operating
hours as additional rent to the extent that such billing hours
are clearly identified in the utility ▇▇▇▇.
F. Other Provisions of Sub-Sublease. All applicable forms and
-------------------------------
conditions of the Master Sublease are incorporated into and made a
part of the Sub-Sublease as if Sub-Sublessor were Sublessor
thereunder, Sub-Sublessee the Sublessee thereunder, and the
Subleased
Premises the Master Sublease Premises, except for the following
Master Sublease provisions:
Sub-Sublessee assumes and agrees to perform the Sublessee's
obligation under the Master Sublease during the Term to the
extent that such obligations are applicable to the Sub-Subleased
Premises, except that the obligation to pay rent to Sublessor
under the Master Sublease shall be considered performed by Sub-
Sublease to the extent and in the amount rent is paid to Sub-
Sublessor in accordance with Section C. above of this Sub-
Sublease. Sub-Sublessee shall not commit of suffer any act or
omission that will violate any of the provisions of the Master
Sublease. Sub-Sublessor shall exercise due diligence in
attempting to cause Sublessor to perform its obligations under
the Master Sublease for the benefit if Sub-Sublease. Section 12
(Pre-Occupancy Tenant Work) Section 58 (Financial Statements
Rent Section 4 Deposits) Section 5 Term Section 2
G. Signage. The Sub-Sublessor will provide the Sub-Sublessee with
-------
building standard suite signage in the building directory and at
the suites entrance.
H. Master Sublessor Consent. This Sub-Sublease is subject to the
------------------------
consent of the Master Sublessor, which shall be attached hereto,
and is incorporated herein by reference. If the Master Sublessor
does not consent, then the Sub-Sublease is terminated and both
Parties are released from all obligations under this Sub-
Sublease. Further, this Sub-Sublease shall be modified to
incorporate any reasonable terms and conditions required by the
Master Sublessor or Landlord to obtain such consent.
I. Severability and Survival of Covenants. If any provisions of
--------------------------------------
this Sub-Sublease shall be invalid under any law, it shall be
inapplicable and deemed omitted, but the remaining provisions
shall be given effect in accordance with the intent of the Sub-
Sublease.
J. This Sub-Sublease does not replace, negate, or otherwise
invalidate the Sublease Agreement (Master Sublease) dates June
18, 1997 between IT Corporation and American Association of
Museums, nor the Office Lease Agreement between ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Associates and the American Association of Museums (▇▇▇▇▇▇▇▇▇).
Sub-Sublessee acknowledges that it has received a copy of the
referenced Master Sublease and ▇▇▇▇▇▇▇▇▇, that it has reviewed
both, and that it is familiar with the contents thereof.
Executed at Monroeville, PA and _________________, __ on the day and year first
written above. Sublessee must notarize its signature.
SUB-SUBLESSOR: ITS CORPORATION SUB-SUBLESSEE: US DIGITAL SATELLITE, INC.
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------- --------------------------------
Title: Vice President Title: President
--------------------- --------------------------------
(ATTACH NOTARY STATEMENT HERE)
3