Exhibit 10.2
STANDARD SUBLEASE
1. PARTIES. This Sublease, dated, for reference purposes only, _____________, is
made by and between BEMEL & ▇▇▇▇ , ("Sublessor") and LENSCARD herein called
"Sublessee").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental and upon all of the
conditions set forth herein, that certain real property, including all
improvements therin, and commonly known by the street address of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇. #▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ located in the County of LOS ANGELES, State of
CALIFORNIA and generally described as (describe briefly the nature of the
property) OFFICE SPACE ADJACENT TO SUITE 2150 NOW DESIGNATED AS SUITE 2160 AND
FURTHER DESCRIBED IN ATTACHED FLOORPLAN ("Premises").
3. TERM.
3.1 Term. The term of this Sublease shall be for THIRTY MONTHS commencing
on DECEMBER 1, 2002 and ending on MAY 31, 2005 unless sooner terminated pursuant
to any provision hereof.
3.2 Delay in Commencement. Sublessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises by the commencement
date. If, despite said efforts, Sublessor is unable to deliver possession as
agreed, Sublessor shall not be subject to any liability therefore, nor shall
such failure affect the validity of this Sublease. Sublessee shall not, however,
be obligated to pay Rent or perform its other obligations until it receives
possession of the Premises. If possession is not delivered within sixty after
the commencement date, Sublessee may, at Sublessee's option, by notice in
writing within ten days after the end of such sixty day period, cancel this
Sublease, in which event the Parties shall be discharged from all obligations
hereunder. If such written notice is not received by Sublessor within said ten
day period, Sublessee's right to cancel shall terminate. Except as otherwise
provided, if possession is not tendered to Sublessee when required and Sublessee
does not terminate the Sublease, as aforesaid, any period of rent abatement that
Sublessee would otherwise have enjoyed shall run from the date of delivery of
possession and continue for a period equal to what Sublessee would otherwise
have enjoyed under the terms hereof, but minus any days of delay cause by the
acts of omissions of Sublessee. If possession is not delivered with 120 days
after the commencement date, this Sublease shall automatically terminate unless
the Parties agree, in writing, to the contrary.
4. RENT
RENT 4.1 BASE RENT. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $2567.96 in advance, on the FIRST day of each
month of the term hereof. Sublessee shall pay Sublessor upon the execution
hereof $2567.96 as Base Rent for MARCH 2003 (NO RENT WILL BE DUE OR PAYABLE FOR
THE THREE MONTHS FROM DECEMBER 1, 2002 THROUGH FEBRUARY 28, 2003 Base Rent for
any period during the term hereof which is less than one month shall be a
pro-rata portion of the monthly installment.
4.2 Rent Defined. All monetary obligations of Sublessee to Sublessor under the
terms of this Sublease (except for the Security Deposit) are deemed to be rent
("Rent"). Rent shall be payable in lawful money of the United States to
Sublessor at the address slated herein or to such other persons or at such other
places as Sublessor may designate in writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
thereof $2567.96 as security for the Sublessee's faithful performance of
Sublessee's obligations hereunder. 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 sum 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 days after written demand therefore
forward to Sublessor an amount sufficient to restore said Deposit to the full
amount provided for herein and Sublessee's failure to do so shall be a material
breach of this Sublease. Sublessor shall not be required to keep said deposit
separate from its general accounts. If Sublessee performs all of Sublessee's
obligations hereunder, said Deposit, or so much thereof as has not therefore
been applied by Sublessor shall be returned, without payment of interest or
other increment for its use to Sublessee (or at Sublessee's option to the last
assignees, if any, of Sublessee's interest hereunder) at the expiration of the
term thereof, and after Sublessee has vacated the Premises. No trust
relationship is created herein between Sublessor and Sublessee with respect to
said Security Deposit.
6. USE.
6.1 Use. The Premises shall be used and occupied only for GENERAL OFFICE
USE and for no other purposes.
6.2 Compliance. Sublessor warrants that the improvements on the Premises
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances ("Applicable Requirements") in effect
on the commencement date. Said warranty does not apply to use to which Sublessee
will put the Premises or to any alterations or utility installations made or to
be made by Sublessee. NOTE: Sublessee is responsible for determining whether or
not the zoning is appropriate for its intended use, and acknowledges that past
uses of the Premises may no longer be allowed. If the Premises do not comply
with said warranty, Sublessor shall, except as otherwise provided, promptly
after receipt of written notice from Sublessee setting forth with specificity
the nature and extent of such non-compliance with this warranty within six
months following the commencement date, correction of that non-compliance shall
be the obligation of Sublessee at its sole cost and expense. If the Applicable
Requirements are hereafter changed so as to require during the term of this
Sublease the construction of an addition to or an alteration of the Building,
the remediation of any Hazardous Substance, or the reinforcement or other
physical modifications of the Building ("Capital Expenditure"), Sublessor and
Sublessee shall allocate the cost of such work as follows.
a) If such Capital Expenditures are required as a result of the
specific and unique use of the Premises by Sublessee as compared
with uses by tenants in general, Sublessee shall be fully
responsible for the cost thereof provided, however, that if such
Capital Expenditure is required during the last two years of this
Sublease and the cost thereof exceeds six months' Base Rent,
Sublessee may instead terminate this Sublease unless Sublessor
notifies Sublease in writing, within ten days after receipt of
Sublessee's termination notice that Sublessor has elected to pay the
difference between the actual cost thereof and the amount equal to
six months' Base Rent. If the Parties elect termination, Sublessee
shall immediately cease the use of the Premises which requires such
Capital Expenditure and deliver to Sublessor written notice
specifying a termination date at least ninety days thereafter. Such
termination date shall, however, in no event be earlier than the
last day that Sublessee could legally utilize the Premises without
commencing such Capital Expenditure.
b) If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Sublessee (such as governmentally
mandated seismic modifications, then Sublessor shall pay for said
Capital Expenditure and the cost thereof shall be prorated between
the Sublessor and Sublessee and Sublessee shall only be obligated to
pay, each month during the remainder of the term of this sublease,
on the date which Rent is due, an amount equal to the product of
multiplying the cost of such Capital Expenditure by a fraction, the
numerator of which is one, and the denominator of which is the
number of months of the useful life of such Capital Expenditure as
such useful life is specified pursuant to Federal Income tax
regulations or guidelines for depreciation thereof (including
interest on the unamortized balance as is then commercially
reasonable in the judgment of Sublessor's accountant), with
Sublessee reserving the right to prepay its obligations at any time.
Provided, however, that if such Capital Expenditure is required
during the last two years of this Sublease or if Sublessor
reasonably determine that it is not economically feasible to pay its
share thereof, Sublessor shall have the option of terminate this
Sublease upon ninety days prior written notice to Sublease unless
notifies Sublessor, in writing, within ten days after receipt of
Sublessor's termination notice that Sublessee will pay such Capital
Expenditure. If Sublessor does not elect to terminate, and fails to
tender its share of any such Capital Expenditure, Sublessee may
advance such funds and deduct same, with interest, from Rent until
Sublessor's share of such costs have been fully paid. If Sublessee
is unable to finance Sublessor's share or if the balance of the Rent
due and payable for the Sublease is not sufficient to fully
reimburse Sublessee on an offset basis, Sublease shall have the
right in terminate this Sublease upon ten days written notice to
Sublessor.
c) Notwithstanding the above, the provisions concerning Capital
Expenditure are intended to apply only to non-voluntary, unexpected,
and new Applicable Requirements. If the Capital Expenditure are
instead triggered by Sublessee as a result of an actual or proposed
change in use, change in intensity of use, or modification to the
Premises then, and in that event, Sublessee shall be fully
responsible for the cost thereof, and Sublessee shall not have any
right to terminate this Sublease.
6.3 Acceptance of Premises and Lessee. Sublessee acknowledges that:
a) It has been advised by Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the
electrical, HVAC and fire sprinkler systems, security, environmental
aspects, and compliance with Applicable Requirements), and their
suitability for Sublessee's intended use.
b) Sublessee has made such investigation as it deems necessary with
reference to such matters and assumes all responsibility thereof as
the same relate to its occupancy of the Premises, and
c) Neither Sublessor, Sublessor's agent, nor any Broker has made any
oral or written representations or warrants with respect to said
matters other than as set forth in this Sublease. In addition,
Sublessor acknowledges that:
a) Broker has made no representations, promises, or warranties
concerning Sublessee's ability to honor the Sublease or
suitability to occupy the Premises, and
b) It is Sublessor's responsibility to investigate the financial
capability and/or suitability of all proposed tennants
7. MASTER LEASE.
7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "Master Lease", a copy of which is attached hereto marked
Exhibit 1, wherein ARDEN REALTY LIMITED PARTNERSHIP is the lessor, hereinafter
the "Master Lease".
7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee shall be the terms and conditions of the Master Lease except which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purpose of this
Sublease, deemed to mean the Sublessor herein and wherever in the Master Lease
the word "Lessee" is used it shall be deemed to mean the Sublessee ▇▇▇▇▇.
7.4 During the term of this Sublease and for all the periods subsequent
for the obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: N/A.
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable attorneys
fees, arising out of Sublessee's failure to comply with or perform Sublessee's
Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the Master
Lease without the fault of the Sublessor, and to comply with or performs
Sublessor's Remaining Obligations and to hold Sublessee free and harmless from
all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that, to its knowledge, no default exists on the part of
any party to the Master Lease.
8. ASSIGNMENT OF SUBLEASE AND DEFAULT.
8.1 Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject, however, to terms of Paragraph 8.2 hereof.
8.2 Master Lessor, by executing this document, agrees that until a default
shall occur in the performance of Sublessor's Obligations under the Master Lease
that Sublessor may receive, collect and enjoy the rents accruing under this
Sublease. However, if Sublessor shall default in the performance of its
obligations to Master Lessor, then Master Lessor may, at its option, receive and
collect, directly from Sublessee, all rent owing and to be owed under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the rents from the Sublessee, be deemed
liable to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.
8.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon
receipt of any written notice from the Master Lessor stating that a default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the rents due and to become due under Sublease. Sublessor
agrees that Sublessee shall have the right to rely upon any such statement and
request from Master Lessor, and that Sublessee shall pay such rents to Master
Lessor without any obligation or right to inquire as to whether such default
exists and notwithstanding any notice from or claim from Sublessor to the
contrary and Sublessor shall have no right or claim against Sublessee for any
such rents to be paid by Sublessee.
8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.
9. CONSENT OF MASTER LESSOR.
9.1 In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within ten days of the date hereof, Master Lessor
signs this Sublease thereby giving its consent to this Subletting.
9.2 In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then neither this Sublease, nor the
Master Lessor's consent, shall be effective unless, within 10 days of the date
hereof, said guarantee sign this Sublease thereby giving their consent to this
Sublease.
9.3 In the event that Master Lessor does give such consent then:
(a) Such consent shall not release Sublessor of its obligations or alter
the primary liability of Sublessor to pay the rent and perform and comply with
all of the obligations of Sublessor to be performed under the Master Lease.
(b) The acceptance of rent by Master Lessor from Sublessee or any one else
liable under the Master Lease shall not be deemed a waiver by Master Lessor of
any provisions of the Master Lease.
(c) The consent of this Sublease shall not constitute a consent to any
subsequent subletting or assignment.
(d) In the event of any default of Sublessor under the Master Lease,
Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhausting
Master Lessor's remedies against any other person or entity liable thereon to
Master Lessor.
(e) Master Lessor may consent to subsequent sublettings and assignments of
the Master Lease or this Sublease or any amendments or modifications thereto
without notifying Sublessor or anyone else liable under the Master Lease and
without obtaining their consent and such action shall not relieve such persons
from liability.
(f) In the event that Sublessor shall default in its obligations under the
Master Lease, then Master Lessor, at its option and without being obligated to
do so, may require Sublessee to attorn to Master Lessor in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of said option to termination of this Sublease, but Master
Lessor shall not be liable for any prepaid rents nor any security deposit paid
by Sublessee, nor shall Master Lessor be liable for any other defaults of the
Sublessor under the Sublease.
9.4 The signatures of the Master Lessor at the end of this document shall
constitute its consent to the terms of this Sublease.
9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.
9.6 In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any Default of Sublessee then Sublessee shall have the right of
reimbursement and offset from and against Sublessor.
10. BROKER'S FEE.
10.1 Upon execution hereof by all parties, Sublessor shall pay to N/A, a
licensed real estate broker ("Broker"), a fee as set forth in a separate
agreement between Sublessor and Broker, or in the event there is no such
separate agreement, the sum of $ N/A for brokerage services rendered by Broker
to Sublessor in this transaction.
10.2 Sublessor agrees that if Sublessee exercises any option or right of
first refusal as granted by Sublessor herein, or any option or right
substantially similar thereto, either to extend the term of this Sublease, to
renew this Sublease, to purchase the Premises, or to lease or purchase adjacent
property which Sublessor may own or has an interest, then Sublessor shall pay to
Broker a fee in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease. Notwithstanding the foregoing Sublessor's
obligation under this Paragraph 10.2 is limited to a transaction in which
Sublessor is acting as a Sublessor, lessor, or seller.
10.3 Master Lessor agrees that if Sublessee shall exercise any option or
right of first refusal granted by Sublessee by Master Lessor in connection with
this Sublease, or any option or right substantially similar thereto, either to
extend or renew the Master Lease, to purchase the Premises or any part thereof,
or to lease or purchase adjacent property which Master Lessor may own or in
which Master Lessor has an interest, or if Broker is the procuring cause of any
other lease or sale entered into between Sublessee and Master Lessor pertaining
to the Premises, any part thereof, or any adjacent property which Master Lessor
owns or in which it has an interest, thereas to any said transactions, Master
Lessor shall pay to Broker a fee, in cash, in accordance with the schedule of
Broker in effect at the time of the execution of this Sublease.
10.4 Any fee due from Sublessor or Master Lessor hereunder shall be due
and payable upon the exercise of any option to extend or renew, upon the
execution of any new lease, or, in the event of a purchase, at the close of
escrow.
10.5 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have assumed the respective obligations of Sublessor or Master
Lessor under this Paragraph 10. Broker shall be deemed to be a third-party
beneficiary of this paragraph 10.
11. ATTORNEYS' FEES. If any party or the Broker named herein brings an action to
enforce the terms hereof to declare rights hereunder, the prevailing party in
any such action, on trial and appeal, shall be entitled to his reasonable
attorney's fees to be paid by the losing party as fixed by the Court.
12. Additional Provisions: If there are no additional provisions, draw a line
from this point to the next printed word after the space left here. If there are
additional provisions place the same here. SUBLESSEE AGREES TO PAY 15.03% OF ANY
ADDITIONAL RENTS OR CHARGES OF ANY KIND (I.E. EXPENSE PASSTHROUGH, ADDITIONAL
RENTS, ETC.) DUE FROM SUBLESSOR TO MASTERLESSOR.
Executed at: ____Los Angeles, CA_____ _________________________________
On: January 5, 2003 By: __/S/ ▇▇▇▇▇▇▇ Ross__________
Address: ____________________________ By: _____________________________
"Sublessor" (Corporate Seal)
Executed at: Los Angeles, CA_________________________
On: January 5, 2003_ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Address: ____________________________ By: _____________________________
"Sublessee" (Corporate Seal)