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EXHIBIT 10.1
SUBLEASE AGREEMENT
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THIS AGREEMENT is made as of this 19th day of July, 2000, between Fieldworks,
Inc., hereinafter referred to as "Sublessor", and Four 51, Inc., hereinafter
referred to as "Sublessee".
WITNESSETH, WHEREAS:
Sublessor, as Tenant, entered into a lease with CSM Properties, Inc.,
as Landlord, dated May 16, 1997, as wall as an addendum to lease dated December
30, 1997, leasing certain space containing approximately 52,769 square feet of
space in the building known as Edenvale Crossing Business Center, located at
7623-7631 Anagram Drive, Eden Prairie, Minnesota (the "Building"), to which
lease (hereinafter, the "Prime Lease") reference is hereby made, and which is
incorporated into this Agreement as Exhibit "B"; and
The parties hereto have agreed that Sublessor shall sublet
approximately 12,422 square feet of such space to Sublessee (of which
approximately 10,937 square feet is office space and 1,485 square feet is tech
space);
NOW THEREFORE, the parties hereto hereby covenant and agree as
follows:
1. Sublessor hereby subleases to Sublessee said 12,422 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 September 1, 2000 and
ending November 30, 2004, unless sooner terminated in accordance
herewith. Commencing on October 1, 2000, Sublessee to pay to
Sublessor a monthly Base Rent of Ten Thousand Three Hundred
Fifty-two and 00/100 Dollars ($10,352.00), plus any Additional
Rent as set forth in paragraph 4 hereof, on the first day of each
and every month during the term hereof.
2. The Subleased Premises shall be used for the purpose of general
office pursuant to the terms and conditions described in the
Prime Lease.
3. Sublessee may assign its interest in this Sublease and further
sublet the Subleased Premises in whole or in part only by first
obtaining the consent of Sublessor and Landlord as outlined
Article 9 of the Prime Lease.
4. As Sublessor is charged for Additional Rent or other sums
pursuant to the provisions of the Prime Lease, including without
limitation Article(s) 2.2, 2.3, & 2.4 thereof, Sublessee shall be
liable for such Additional Rent or sums. 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. Sublessee shall pay to Sublessor a fixed cost of $1,552.75 per
month for utilities provided to the Subleased Premises. In the
event the utility costs increase substantially over their
historical levels, any such increase shall be the Sublessee's
responsibility.
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6. This Sublease is subject and subordinate to the Prime Lease.
Except as may be inconsistent 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 the 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.
7. 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.
8. 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.
9. Sublessee has paid Sublessor on the execution and delivery of
this Sublease the sum of Sixteen Thousand and 00/100 Dollars
($16,000.00) to be held as a security and damage deposit 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.
10. Sublessor agrees to provide the base improvements and Alternate
#4 as listed in the proposal dated July 10, 2000, prepared by the
Bainey Group, attached hereto as Exhibit "C". Any other
improvements other than those outlined above, including
Alternates 1, 2, 3 & 5, shall be completed at the Sublessee's
sole cost and expense and must receive the Sublessor's and Prime
Landlord's prior written approval.
11. Sublessee agrees not to damage or remove Sublessor's existing
network wiring from the Subleased Premises
12. Sublessor agrees to partition separate a distinct card access
zone for Sublessee's use. Sublessee acknowledges the main
security panel for the Sublessor is located in the janitor's
closet. Sublessee agrees not to
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disrupt such panel and further agrees to provide Sublessor access
to such panel when necessary.
13. Sublessor agrees to make space available to Sublessee for a
dumpster to be located at the rear of the building.
14. Sublessee represents that it has read and is familiar with the
terms of the Prime Lease.
15. 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.
16. Any notice or demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or
sent by certified mail, return receipt requested, addressed to
Sublessor as follows:
Fieldworks, Inc.
7631 Anagram Drive
Eden Prairie, Minnesota 55344
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:
Four 51, Inc.
7627 Anagram Drive
Eden Prairie, Minnesota 55344
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.
17. 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.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed the date and year first above written.
SUBLESSEE: SUBLESSOR:
FOUR 51, INC. FIELDWORKS, INC.
By: /s/ Richard Landa By: /s/ Karen L. Engebretson
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Its: Chief Executive Officer Its: Chief Financial Officer
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Date: 7/26/00 Date: 7/31/00
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