Texas-Austin-Lakewood on the Park Sublease - Powershift Ventures LLC and Perficient Inc.
SUBLEASE
This Sublease is entered into effective as of April 1, 1999, at Travis
County, Texas by and between POWERSHIFT VENTURES, LLC, ("SUBLESSOR"), and
PERFICIENT, INC. ("SUBLESSEE").
RECITALS:
A. Pursuant to the Office Building Lease Agreement dated October 15,
1998, between Sublessor, as tenant, and Austin Lakewood on the Park, Ltd., as
landlord (the "MAIN LEASE") Sublessor has leased certain premises described
therein consisting of 102,086 square feet of space (the "LEASED PREMISES"), in
the office building known as Building B of Lakewood on the Park in Austin, Texas
(the "BUILDING");
B. Hub Properties Trust ("LANDLORD") is the successor in interest to
Austin Lakewood on the Park, Ltd. and is the current owner of the Building and
the rights and interests of the landlord under the Lease; and
C. Sublessor desires to sublease the portion of the Leased Premises as
described on EXHIBIT A attached hereto (the "PREMISES"), together with the
office furniture and fixtures located therein, to Sublessee and Sublessee
desires to sublease the Premises from Sublessor, subject to and conditioned upon
agreements hereinafter set forth.
In consideration of the mutual promises contained herein, Sublessor hereby
subleases the Premises to Sublessee, subject to the terms of the Main Lease, and
subject further to the provisions of this Sublease, as follows:
1. PREMISES, COMMON AREAS. During the term of this Sublease, Sublessee shall
have the right to use and occupy the Premises and shall also have the right
to use and occupy equally with Sublessor the front lobby, kitchens, and
reasonable common areas in the Leased Premises.
2. TERM AND TERMINATION. The term of this Sublease shall commence as of April
1, 1999 and shall continue from month to month thereafter unless terminated
by either party on thirty (30) days written notice.
3. INCORPORATION OF MAIN LEASE. Insofar as the provisions of the Main Lease
do not conflict with the specific provisions of this Sublease, they and
each of them are incorporated into this Sublease as if fully completely
rewritten herein, and Sublessee agrees to be bound to the Sublessor with
respect to the Premises by all the terms of the Main Lease and to assume
towards Sublessor and perform all the obligations and responsibilities
accruing from and after the commencement date of the term of this Sublease
that Sublessor, by the Main Lease, assumes towards the Landlord, except for
the payment of rent by Sublessee to Sublessor, which is governed by
Paragraph 4 herein. Terms not defined in this Sublease shall have the
meanings given such terms in the Main Lease. Sublessee agrees to look
solely to Landlord for any and all remedies it may seek for any damages of
any kind related to the Main Lease, except as expressly provided in this
Sublease; provided, however, the foregoing shall not impair Sublessee's
right to seek any remedies it may have against Sublessor due to Sublessor's
breach of this Sublease. Sublessor shall have no liability to Sublessee
for any wrongful action or default on the part of Landlord pursuant to the
terms of the Main Lease, and Sublessee hereby agrees to look solely to
Landlord in event of any such wrongful action or default; provided,
however, that Sublessor shall not do anything nor permit anything to be
done that would cause the Main Lease to be terminated or forfeited because
of any right of termination or forfeiture reserved or vested in Landlord,
Sublessor, or any other party under the Main Lease.
4. RENT. Sublessee agrees to pay to Sublessor in advance, on or before the
first day of each month, rent in the amount of $2,200 per month.
5. EQUIPMENT, FIXTURES, FURNITURE, AND FURNISHINGS
5.1 TITLE, USE, ENJOYMENT. The parties recognize and acknowledge that
Sublessor and/or its affiliates have placed certain equipment, fixtures,
furniture and furnishings in service in the Leased Premises necessary for
the operation of business offices in the Premises (the "PERSONAL
PROPERTY"). Sublesseee agrees to use reasonable
1
<PAGE>
care in the proper use and enjoyment of all Personal Property located
within the Premises and in the common areas.
5.2 ADDITIONAL PERSONAL PROPERTY. Sublessor or Sublessee may from time to
time purchase additional personal property. All such additional personal
property shall be acquired by each party individually and not as tenants in
common.
6. ALTERATIONS AND IMPROVEMENTS; SUBLEASE. Sublessee shall make no
alterations or improvements to the Premises without Sublessor's and
Landlord's prior written consent pursuant to the terms and provisions of
the Main Lease (which consent by Sublessor shall not be unreasonably
withheld or delayed); any permitted alterations or improvements shall be at
Sublessee's sole cost and expense. Sublessee may, without Landlord's
consent, erect such shelves, bins, office equipment and trade fixtures as
it desires, as may be permitted under the Main Lease. Sublessee shall have
no right to assign or sublet any interest in this Sublease without first
obtaining the written consent of the Landlord and Sublessor, which consent
may or may not be granted by the Landlord or Sublessor in their sole
opinion, judgment or discretion.
7. INSURANCE. Sublessee agrees to cause Sublessor to be named as an
additional insured and to provide Sublessor with proof of insurance on
request.
8. SEPARATE INDEPENDENT BUSINESSES. The parties expressly agree that this
Sublease shall not create nor be construed to create an employer/employee,
principal/agent, shareholder, or partnership relationship. It is further
understood that no party has control over, or any influence upon any of the
other parties or the employees and agents of the other parties with respect
to the manner in which such parties carry on their respective businesses.
Each party agrees to conduct its separate business and agrees further not
to give, or authorize any third party to give, any person or entity the
express or implied understanding that it is associated or connected with
the other parties in any fashion except as provided in this Sublease.
9. DEFAULT. The following events shall be deemed to be events of default by
Sublessee under this Sublease: any events of default by Sublessee, listed
as events of default by Tenant set forth in the Main Lease, or any default
in the provisions of this Sublease. Upon the occurrence of any such events
of default, and in addition to any other available remedies provided by law
or in equity, Sublessor shall have all remedies granted to Landlord in the
Main Lease.
10. BROKERS. Sublessor and Sublessee warrant and represent to each other that
no brokers are entitled to receive a commission in connection with this
Sublease. Each party hereto hereby indemnifies and holds the other party
harmless from and against any and all claims for realtors' or brokers'
commissions in connection with this Sublease made by parties claiming by,
through or under the other party.
11. MISCELLANEOUS.
11.1 NOTICES. Any notice or other communication required or permitted to
be given under this Sublease shall be in writing and shall be deemed to be
delivered on the date it is hand delivered to the party to whom such notice is
given, at the address set forth below, or if such notice is mailed, on the date
on which it is deposited in the United States Mail, postage prepaid, certified
or registered mail, return receipt requested, addressed to the party to whom
such notice is directed, at the address set forth below:
If to Sublessor: If to Sublessee:
POWERSHIFT VENTURES, LLC PERFICIENT, INC.
7600 B N. Capital of Texas Highway, 7600 B N. Capital of Texas Highway,
Suite 220 Suite 220
Austin, TX 78731 Austin, TX 78731
11.2 SEVERABILITY. In the event any one or more of the provisions
contained in this Sublease shall for any reason be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Sublease shall be construed
as if such invalid, illegal or unenforceable provisions had never been contained
herein.
2
<PAGE>
11.3 WAIVER OF BREACH. The waiver by Sublessor of any breach or violation
of any provision of this Sublease shall not operate as, or be construed to be, a
waiver of any subsequent breach of the same or any other provision hereof.
11.4 ENTIRE AGREEMENT. This Sublease constitutes the sole and only
agreement of the parties hereto and supersedes any prior understandings and
written or oral agreements between the parties respecting the subject matter of
this Sublease.
11.5 FURTHER ASSURANCES. Each party agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may
be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions, and conditions of this Sublease and the transactions
contemplated hereby.
11.6 HEADINGS. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Sublease.
11.7 MULTIPLE COUNTERPARTS. This Sublease may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement. A facsimile signature may be used for
any purpose in lieu of an original signature.
11.8 ATTORNEY FEES. In the event either party hereto commences an action
or proceeding against the other with respect to this Sublease, the prevailing
party in such dispute shall be entitled to recover from the other party all
reasonable fees, costs and expenses of enforcing any right of the prevailing
party, including without limitation, reasonable attorneys' fees and costs.
EXECUTED as of the day and year first above written.
Sublessor: Sublessee:
POWERSHIFT VENTURES, LLC PERFICIENT, INC.
By: Melanie Rustenbeck By: /s/ John A. Hinners
------------------------------ ----------------------------------
Title: Director of Administration Title: Chief Financial Officer
--------------------------- -------------------------------
3
<PAGE>
EXHIBIT A
PREMISES
[Map of Premises]
4