New Hampshire-Salem-8A Industrial Way Sublease - Omtool Ltd. and eSped.com Inc.
AGREEMENT OF SUBLEASE
THIS AGREEMENT OF SUBLEASE, made this 31st day of October, 2000 by and
between OMTOOL, LTD.(herein Omtool or Sublessor) a Delaware corporation with a
principal place of business at 8A INDUSTRIAL WAY, SALEM, NH 03079 and ESPED.COM,
INC.(herein eSped or Sublessee) also a Delaware corporation with a place of
business at 15 THIRD AVENUE, BURLINGTON, MA 01803.
WHEREAS Omtool is a Tenant of space located at 8A Industrial Way, Salem, New
Hampshire pursuant to a Lease Agreement (herein the Lease) between Omtool as
Tenant and H.J. Brooks LLC. as Landlord (herein Landlord), a copy of which is
annexed hereto as EXHIBIT A; and
WHEREAS eSped desires to sublease from Omtool a portion of the premises Omtool
is occupying pursuant to the Lease; and
WHEREAS Omtool desires to sublease to eSped a portion of the premises Omtool is
occupying pursuant to the Lease;
NOW THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties have agreed as follows:
1. REFERENCE DATA.
1.1 Definitions:
(a) Commencement Date: January 1, 2001
(b) Term: Tenancy at Will
(c) Termination: Either party may terminate this sublease
agreement with 120 days written notice to the other
party.
(d) Execution Deadline Date: October 31, 2000
1.2 Options to Extend: 0 periods of 0 years each.
1.3 Property:
8A Industrial Way, Salem, NH containing approximately
10 acres, containing the Building, as further
described herein on Exhibit A.
1.4 Building:
containing approximately 30,000 rentable square feet,
as further described herein on Exhibit A.
1.5 Subleased Premises:
Approximately 4,500 rentable square feet representing
15% (4,500/30,000) of the building as further
described herein on Exhibit B.
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1.6 eSped's Pro Rata Share of Operating Expense:
eSped's Pro Rata Share is 15.00% (4,500/30,000)of the
Building heat and electrical expense. Omtool shall
allocate to eSped its 15% Pro Rata Share of the
building's monthly heat and electrical expense.
Omtool agrees to provide eSped with a monthly
statement of such expenses, including the allocation
calculation as well as copies of all third-party
bills or documentation supporting amounts used in the
allocation. eSped agrees to remit its Pro Rata Share
of heat and electrical expense to Omtool along with
the monthly and additional rents.
1.7 Permitted Use: Professional Office and related uses.
1.8 Base Rent:
ANNUALLY MONTHLY
$36,000 $3,000
1.9 Additional Rent:
During the calendar year in which the Term begins,
Omtool will collect from eSped with monthly
installments of Base Rent $860.25 (4,500 square feet
x $2.294 = $10,323/12 = $860.25) on account of
Additional Rent. The provisional Additional Rent
estimate is eSped's Pro Rata Share of the current
operating budget. eSped agrees to pay its Pro Rate
Share, based on the square footage it occupies, of
any adjustment to Additional Rent assessed by
Landlord for revisions to the operating budget.
Accordingly, eSped shall receive a Pro Rata Share of
any refunds, credits or adjustments issued to Omtool
by Landlord for Additional Rent. Omtool shall provide
eSped with copies of any statements or notices
regarding the Additional Rent account.
1.10 Omtool's Notice/Mailing Address:
Chief Financial Officer
Omtool, Ltd.
8 Industrial Way
Salem, NH 03079
1.11 eSped's Notice/Mailing Address:
eSped.com, Inc.
15 Third Avenue
Burlington, MA 01803
1.12 Sublessee's Trade Name: eSped.com
1.13 Sublessee Emergency Contact: Mark Ventre
1.14 Broker: None
1.15 Security Deposit: None
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1.16 Landlord's Work: None
1.17 Tenant's Work: As set forth in Exhibit C.
1.18 Signage:
Subject to Landlord's approval, if required under the Lease,
Sublessee shall be entitled to maintain the following signs:
Vinyl door sign
1.19 Required Insurance:
(a) $1,000,000.00 for injury to or death of one person
(b) $1,000,000.00 for any one occurrence
(c) $250,000.00 for property damage
1.20 Furntiure:
Omtool owns eight workstations located in the
subleased space. The workstations are 8x8 feet and
shall be included for use by eSped as part of this
sublease agreement.
2. eSped agrees to be bound by the provisions of the Lease the terms
and conditions of which are hereby incorporated by reference, to the same extent
that Omtool is bound to the provisions of the Lease except that anything
contained in the Lease to the contrary notwithstanding:
(A) eSped shall be obliged to make its payment of Rent and
Additional Rent provided for herein to Omtool or its
assignee at the same time that Omtool's rent is due and
payable;
(B) Whenever there shall be any right to enforce any rights
against Landlord under the Lease with respect to the Leased
Premises, including without limitation, a default by
Landlord relating to the Leased Premises, Omtool shall
promptly notify eSped in writing of such default, and Omtool
shall make all reasonable efforts to enforce such rights. If
such a request is made and Omtool fails to enforce such
rights within a reasonable period of time thereafter, and
Landlord fails to cure, then eSped shall have the right, in
its own name, or in Omtool's name, to attempt to enforce any
such rights of eSped, at its sole expense.
3. This Sublease is subject and subordinate to the terms and conditions
of the Lease. Sublessee shall not cause a default under the Lease or
permit its employees, agents, contractors or invitees to cause a
default under the Lease. If the Lease terminates before the end of the
Sublease Term, Sublessor shall not be liable to Sublessee for any
damages arising out of such termination.
4. Sublessor, as sublessor under this Sublease, shall have the benefit
of all rights, remedies and limitations of liability enjoyed by
Landlord, as the landlord under the Lease, but (i) Sublessor shall have
no obligations under this Sublease to perform the obligations of
Landlord, as landlord under the Lease,
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including without limitation any obligation to provide services or
maintain insurance, and Sublessee shall seek such performance and
obtain such services solely from the Landlord; (ii) Sublessor shall not
be bound by any representations or warranties of the Landlord under the
Lease; (iii) in any instance where the consent of Landlord is required
under the terms of the Lease, the consent of Sublessor and Landlord
shall be required; and (iv) Sublessor shall not be liable to Sublessee
for any failure or delay in Landlord's performance of its obligations,
as landlord under the Lease.
Executed as a sealed instrument, all as of the day and year first above written.
By: /s/ Mark Ventre By: /s/ Kira Nelson
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Duly authorized officer Duly authorized officer
eSped.com,Inc. Omtool,Ltd.
Date: 10/31/00 Date: 10/31/00
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EXHIBIT B: SUBLEASED PREMISES
Subleased Premises: 8A Industrial Way, Suite 2, Salem, NH 03079 (herein Suite
2). Suite 2 consists of approximately 4,500 square feet of space. The main
entrance to Suite 2 is located to the left of Omtool's entrance when facing the
front of the building. Through the main entrance, the space includes: the air
lock and lobby area, offices, workstations, men's and women's restrooms, and
warehouse space. The warehouse includes approximately 1,856 square feet of space
and extends to the post supporting the HVAC unit.
EXHIBIT C: TENANT'S WORK
SUBJECT TO THE APPROVAL OF THE LANDLORD IF REQUIRED UNDER THE LEASE:
eSped will construct a partition to separate the lobby in suite 2 from Omtool's
finance offices. The placement of the partition shall be the boundary between
the red and gray carpet; the partition shall extend from the corner of the
existing wall and will be flush with that wall.
In the warehouse, eSped will move all Omtool property, including all shelving,
to the side of the warehouse not sub-leased by eSped. eSped will construct a
wall extending from the corner to the right of the loading dock door and
approximately 30 feet across to the post supporting the HVAC unit. eSped will
build into that wall a fire exit which will permit access to the fire exit in
Omtool's warehouse. eSped will use the fire exit strictly for emergency
purposes. eSped will install Omtool's shelves along the opposite side of the new
wall.
eSped will remove the loading dock door and install a window in its place.
eSped will reconfigure the duct work, diffusers and controls and install or
perform whatever other work is necessary on the HVAC system in order to heat and
cool the warehouse space.
eSped will paint the warehouse, install carpeting, office and conference room
partitions, a kitchen, and possibly a suspended ceiling. eSped will also
reconfigure the existing power panels or introduce other panels and transformers
needed to meet its electrical requirements.
Upon termination of this sub-lease agreement, eSped will remove partitions and
other improvements and restore to its original condition the sub-leased space if
requested in writing by Omtool within 10 days of the termination date.
eSped shall save Omtool harmless and indemnify it from all injury, loss, claims
or damage to any person or property occasioned by or resulting from all work
listed above.
All work performed by eSped shall be done in compliance with all applicable
laws, codes, ordinances and regulations, including without limitation the
Americans with Disabilities Act.