Sample Business Contracts

California-San Diego-10182 Telesis Court Sublease - WebSideStory Inc. and Avexus Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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1.    PARTIES.

      This Sublease ("Sublease"), dated for reference purposes dated as of July
      6, 2001, is made between WebSideStory, Inc. ("Sublessor"), and Avexus,
      Inc. ("Sublessee").


      Sublessor is the tenant under a written lease dated August 23, 1999 (the
      "Master Lease"), wherein LNR Seaview, Inc, a California corporation
      ("Lessor") leased to Sublessor the real property located in the City of
      San Diego, County of San Diego, State of California, described as: 10182
      Telesis Court, Suites 400, 500 and 600, San Diego, California, 92121
      ("Master Premises"). A true and correct copy of the Master Lease is
      attached hereto as Exhibit A. Any capitalized terms used herein and not
      defined herein shall have the meanings set forth for such capitalized
      terms in the Master Lease.


      Sublessor hereby subleases to Sublessee on the terms and conditions set
      forth in this Sublease the following portion of the Master Premises: the
      portion of Suite 600 at 10182 Telesis Court indicated on Exhibit B
      attached hereto and consisting of 10,345 rentable square feet on the sixth
      floor (the "Subleased Premises"). Sublessee shall have exclusive use of
      that portion of the Subleased Premises consisting of 7,902 usable square
      feet and shared use of the remainder of the Subleased Premises, as set
      forth on Exhibit B, and Sublessor (and any future subtenant or assignee of
      Sublessor) and Sublessee shall share the Board Room, employee lounge and
      reception areas set forth on Exhibit B The parties acknowledge and agree
      upon the accuracy of said square feet figure. Sublessee may use the
      Subleased Premises for the uses identified in Section 1.12 and Article 6.1
      of the Master Lease.


      At Sublessee's option and with Sublessor's consent hereby, Sublessee may
      construct, at its expense, within the Subleased Premises such tenant
      improvements as Sublessee desires, in each case based on plans and
      specifications to be reasonably approved by Sublessor and subject to
      Lessor's approval under the Master Lease. Utilities, security service and
      other expenses directly related to the entire sixth floor of the Master
      Premises (and not constituting Direct Expenses or Utilities Costs) will be
      allocated between the Sublessee and the Sublessor so that Sublessee will
      pay to Sublessor each month as invoiced by the applicable service
      provider, 10,345/18,599, or 55.6%, of the total charges as reflected on
      such invoices.


      Sublessor warrants and represents that, as of the Commencement Date
      (defined below), (i) the Subleased Premises complies with all applicable
      laws, rules, regulations, codes, ordinances, underwriters' requirements,
      covenants, conditions and restrictions ("Laws"), (ii) the Subleased
      Premises are in good and clean operating condition and repair, (iii) the


      electrical, mechanical, HVAC, plumbing, sewer, elevator, doors, and other
      systems serving the Subleased Premises are in good operating condition and
      repair and (iv) that there are no "Hazardous Materials" present in the
      Subleased Premises. Sublessor shall, promptly after receipt of notice from
      Sublessee, remedy any non-compliance with such warranty at Sublessor's
      sole cost and expense.

      As an inducement to Sublessee to enter the Sublease, Sublessor represents
      and warrants that (i) the Master Lease is in full force and effect, and
      there exists under the Master Lease no default or event of default by
      either Lessor or Sublessor, nor has there occurred any event which, with
      the giving of notice or the passage of time or both, could constitute
      such a default or event of default; (ii) there are no pending or
      threatened actions, suits or proceedings before any court or
      administrative agency against Sublessor, Lessor or third parties which
      could, in the aggregate, adversely affect the Subleased Premises or any
      part thereof or the ability of Lessor or Sublessor to perform their
      respective obligations under the Master Lease or of Sublessor to perform
      its obligations under the Sublease, and Sublessor is not aware of any
      facts that might result in any such actions, suits or proceedings; (iii)
      there is no pending or threatened condemnation or similar proceeding
      affecting the Premises or any portion thereof, and Sublessor has no
      knowledge that any such action currently is contemplated.

      Sublessor shall (i) keep the Master Lease in effect; (ii) not modify,
      amend or waive any provisions thereof or make any election, exercise any
      option, right or remedy, or grant any consent or approval thereunder that
      in any such case would affect the Sublessee without, in each instance,
      Sublessee's prior written consent; (iii) pay the rent due and perform all
      of Sublessor's other obligations under the Master Lease, except to the
      extent that Sublessee is obligated to perform such other obligations under
      the Sublease; (iv) not take any action or omit to take any action that
      could cause or constitute a breach of the Master Lease or otherwise give
      rise to a right of Lessor to terminate the Master Lease or declare any
      provision thereof to have become ineffective; and (v) enforce performance
      of all obligations of Lessor under the Master Lease. In enforcing
      performance of all such obligations of Lessor, Sublessor shall (a) upon
      Sublessee's written request, immediately notify Lessor of its
      nonperformance under the Master Lease and request that Lessor perform its
      obligations under the Master Lease, and (b) permit Sublessee to commence a
      lawsuit or other action in Sublessee's name (and assign to Sublessee any
      rights of Sublessor required in connection therewith), or commence a
      lawsuit or other action in Sublessor's name, to obtain the performance
      required from Lessor under the Master Lease, provided that Sublessee pays
      all costs and expenses incurred in connection with any such lawsuit or
      other action. Sublessor will also deliver all notices received from or
      sent to the Lessor affecting the Subleased Premises, including, without
      limitation, any notices relating to any breaches or defaults under the
      Master Lease.

6.    TERM.


      For purposes of this Sublease, the term of this Sublease ("Sublease Term")
      shall commence on July 6, 2001 (the "Commencement Date") and, unless
      earlier terminated, continue for the term of the Master Lease, that is,
      until January 10, 2007. Sublessor shall deliver possession of the
      Subleased Premises no later than one (1) day after the receipt by
      Sublessor of the Lessor's consent referred to in Section 17.
      Notwithstanding the foregoing, if Sublessor has not delivered possession
      to Sublessee within one (1) day after receipt by Sublessor of the Lessor's
      consent referred to in Section 17, then at any time thereafter and before
      delivery of possession of the Subleased Premises to Sublessee, Sublessee
      may give written notice to Sublessor of Sublessee's intention to terminate
      this Sublease in which case all consideration previously paid by Sublessee
      to Sublessor on account of this Sublease shall be returned to Sublessee,
      this Sublease shall thereafter be of no further force or effect, and
      Sublessor shall have no further liability to Sublessee on account of such
      delay or cancellation.

7.    RENT.

      Sublessee shall pay to Sublessor Basic Rent on 10,345 rentable square feet
      as set forth below. Such Basic Rent payments shall be without deduction,
      setoff, notice or demand, at 10182 Telesis Court, Suite 600, San Diego,
      California, 92121, or at such other place as Sublessor shall designate
      from time to time by written notice to Sublessee and shall consist of the
      following sums for the following periods on the first day of each month of
      the Term:

Month                  Monthly Basic Rent
-----                  ------------------
 1-12                       $22,570
13-24                       $23,473
25-36                       $24,412
37-48                       $25,388
49-60                       $26,404
61-66                       $27,460

      For July, 2001, Sublessee shall pay to Sublessor upon execution of this
      Sublease and of the Lessor's consent an amount equal to $18,930.00. In the
      event that the Lessor has not provided consent by August 1, 2001, then
      either the Sublessor or the Sublessee may cancel this Sublease without any
      further financial or legal obligation to the other party.

      Sublessee shall deliver to Sublessor upon Lessor's consent to this
      Sublease $22,570 as a Cash Security Deposit, in accordance with Section 5
      of the Master Lease, and Sublessee shall also post, upon Lessor's consent
      to this Sublease, an irrevocable Letter of Credit for the duration of the
      Sublease Term for the benefit of Sublessor, in the amount of $ 101,565.
      Sublessee shall renew such Letter of Credit annually and provide Sublessor
      written confirmation of the renewal of such Letter of Credit no later than
      ninety (90) days


      prior to its expiration. Any failure to renew the Letter of Credit or to
      provide such 90 days advance notice will be deemed an event of default
      under this Sublease. The Letter of Credit may be drawn upon only to cure,
      and only to the actual extent of an actual economic default of the
      Sublessee. Subject to the amount and time frame set forth above, the
      mechanics with respect to said Letter of Credit shall be in accordance
      with Sections 5.2 (a) and (c) of the Master Lease. Such Letter of Credit
      will be reduced on the first anniversary of such Letter of Credit to
      $67,710 provided, however, that such Letter of Credit shall not be reduced
      if at such time Sublessee is in default on any obligation under this
      Sublease, beyond the applicable notice and cure period. Basic Rent for the
      partial months shall be prorated on a per diem basis based on the actual
      number of days in the month in which the Sublease commences and ends. For
      purposes of this Sublease, "Base Year" shall mean calendar year 2000, and
      Sublessee's Tenant's Percentage shall be 8.4%. Sublessee's Tenant's
      Percentage is determined by dividing 10,345 of rentable square feet in
      Subleased Premises by 122,798, the rentable square feet of the Building
      and expressing the result as a percentage. Sublessee shall pay Sublessee's
      Tenant's Percentage of Direct Expenses and Utilities Costs in the same
      manner as set forth in, and pursuant to the terms of, Article 4 of the
      Master Lease. In no event shall Sublessee's obligation to pay Direct
      Expenses and Utilities Costs exceed Sublessee's Tenant's Percentage share
      of Direct Expenses and Utilities Costs due and payable by Sublessor under
      the Master Lease. Sublessee shall pay Sublessee's Tenant's Percentage of
      Direct Expenses and Utilities Costs as and when the same is due and
      payable to Lessor under the Master Lease and no earlier. Sublessee shall
      be entitled to its pro rata share of all credits, if any, given by Lessor
      to Sublessor for Sublessor's and/or Sublessee's overpayment of Direct
      Expenses and Utilities Costs. Sublessee shall be entitled to, and benefit
      from, any rental abatement granted Sublessor under the Master Lease for
      whatever reason to the extent that such abatement relates to the Subleased
      Premises and the Sublease term. Sublessee shall be permitted to request
      after-hours air conditioning services, and the actual amounts for such
      services that are charged to Sublessor will be paid by Sublessee.


      Sublessee shall have all maintenance obligations of the tenant under the
      Master Lease applicable to the Subleased Premises. Sublessor shall have no
      maintenance or repair obligations with respect to the Subleased Premises.


      During the Term of the Sublease, Sublessee shall be allowed to use the
      items of personal property (e.g. furniture, cubicles, etc.) currently
      located in the Subleased Premises and as listed and described on Exhibit
      C. Sublessee shall keep all such items in good condition and repair and
      return same to Sublessor at the end of the Term, subject to ordinary wear
      and tear. Any modifications to such items shall be subject to the prior
      written approval of Sublessor; provided, however, that in the event any
      such modifications are approved, such items shall be returned to Sublessor
      at the end of the Sublease Term with such approved modifications intact.
      The parties agree that $2,733 of the monthly Basic Rent shall be allocated
      to the lease of personal property referenced in this Section 9.



      All applicable terms and conditions of the Master Lease are incorporated
      into and made a part of this Sublease as if Sublessor were the lessor
      thereunder, Sublessee the lessee thereunder, and the Subleased Premises
      the Master Premises. Sublessee assumes and agrees to perform the lessee's
      obligations under the Master Lease during the Term to the extent that such
      obligations are applicable to the Subleased Premises, except that the
      obligation to pay rent to Lessor under the Master Lease shall be
      considered performed by Sublessee to the extent and in the amount rent is
      paid to Sublessor in accordance with Section 7 of this Sublease. The
      parties agree that the Waiver of Subrogation set forth in Section 22(i)
      shall apply as between Sublessor and Sublessee notwithstanding anything to
      the contrary in the Sublease or Master Lease. Sublessee shall not commit
      or suffer any act or omission that will violate any of the provisions of
      the Master Lease. Sublessor shall exercise due diligence in attempting to
      cause Lessor to perform its obligations under the Master Lease for the
      benefit of Sublessee. If the Master Lease terminates for any reason
      other than a default by Sublessor as Tenant under the Master Lease, this
      Sublease shall terminate and the parties shall be relieved of any further
      liability or obligation under this Sublease. If the Master Lease
      terminates for a default by Sublessor as Tenant under the Master Lease,
      this Sublease shall terminate except as otherwise agreed to by Lessor and
      Sublessee, and Sublessor shall not be relieved of any liability or
      obligation under this Sublease. Notwithstanding the foregoing, if the
      Master Lease gives Sublessor any right to terminate the Master Lease in
      the event of the partial or total damage, destruction, or condemnation of
      the Master Premises or the building or project of which the Master
      Premises are a part, the exercise of such right by Sublessor shall not
      constitute a default or breach hereunder. If Lessor seeks to terminate the
      Master Lease because of a default or alleged default by Sublessor under
      the Master Lease, Sublessor shall use its reasonable good faith efforts to
      maintain the Master Lease in full force and effect for the benefit of
      Sublessee and Sublessor and to reinstate the Master Lease and/or to claim
      and pursue any right of redemption or relief from forfeiture of the Master
      Lease (and as a consequence thereof any forfeiture of the Sublease) to
      which Sublessor may be entitled at law or in equity.


      Notwithstanding Section 10 above, (a) the following sections of the Master
      Lease shall not apply under this Sublease: In the Summary of Basis Lease
      Information: Section 1.2 (Tenant's Address); Section 1.5 (Premises);
      Section 1.6 (Term); Section 1.7 (Estimate of Commencement Date); Section
      1.8 (Monthly Basic Rent); Section 1.9 (Tenant's Percentage); Section 1.10
      (Base Year); Section 1.11 (Security Deposit); Section 1.13 (Tenant
      Improvements); Section 1.15 (Parking with respect to exclusive spaces
      only); in the Master Lease itself: Section 1.4 (Suite 400) Article 2
      (Term); Article 3.1 (with respect to the amount of Basic Rent);
      Section 4.4(g) (first sentence only); Section 5.1 (first and last sentence
      only); Section 5.2(a) (first sentence only); Section 5.2(b) (Letter of
      Credit amount); Section 6.3(a); Section 7 (only with respect to specified
      addresses); Section 8; Section 12.5; Section 12.6; Section 31 (second
      sentence only); Article 34 (Right of First Refusal); Article 35 (Temporary
      Space); Article 36 (Option Term); Exhibit B, Exhibit C


      (Work Letter Agreement) and Exhibit D; (b) references in the following
      provisions to "Landlord" shall mean Lessor only: in the Summary of Basic
      Lease Information: Section 1.1; in the Master Lease itself: Sections 1.2;
      1.3; 4.2; 4.4(c); 4.4(d); 4.4(e); 4.6; 4.7 (Tenant's Audit Rights); 6.2;
      11.2; 12.1(c) (second to last sentence only); 12.1(d); Article 18; Article
      19; Article 25; Section 28.1; and Article 30; and Exhibit E.;.
      Notwithstanding Section 14 of the Master Lease, a sale or transfer of
      Sublessee's capital stock shall not be deemed an assignment, subletting or
      any other transfer of the Sublease or the Subleased Premises.


      Sublessee and Sublessor will mutually agree in good faith on acceptable
      signage for both parties in the shared sixth floor reception areas and
      lobby signage (subject to the consent of Lessor). Any other signage of
      Sublessee will be as Sublessee and Lessor may mutually agree. Sublessee
      shall have use of 44 parking spaces per Section 1.16 of the Master Lease,
      subject to the other parking provisions of the Master Lease.


      If Sublessor or Sublessee shall commence legal action against the other
      arising out of or in connection with this Sublease, the prevailing party
      shall be entitled to recover its costs of suit and reasonable attorneys'


      Sublessor and Sublessee each warrant that they have dealt with no real
      estate broker finders, agents or salesmen in connection with this
      transaction except that Sublessor consulted with Irving Hughes. Each party
      agrees to hold the other party harmless from and against all claims for
      brokerage commissions, finder's fees or other compensation made by any
      other agent, broker, salesman or finder as a consequence of such party's
      actions or dealings with such agent, broker, salesman or finder.


      Upon execution of this Sublease, and consent thereto by Lessor, Sublessor
      shall pay Irving Hughes a consulting fee in the amount of up to one
      percent (1%) of the value of the Sublease Basic Rent for the Sublease
      Term for services rendered in effecting this Sublease of the Subleased
      Premises. Such commission shall be paid by Sublessor upon the Commencement

16.   NOTICES.

      All notices and demands, which may or are to be required or permitted to
      be given by either party on the other hereunder shall be in writing. All
      notices and demands by the Sublessor to Sublessee shall be hand delivered
      or sent by nationally recognized overnight courier to the Sublessee at the
      Subleased Premises, or to such other place as Sublessee may from time to
      time designate in a notice to the Sublessor. All notices and demands by
      the Sublessee to Sublessor shall be hand delivered or sent by nationally
      recognized overnight courier to the Sublessor at the address set forth
      above in Section 7, and to such


      other person or place as a the Sublessor may from time to time designate
      in a notice to the Sublessee.



Upon receipt of notice that Lessor has consented to the Sublease, Sublessor
shall promptly inform Sublessee that such consent has been obtained so that
Sublessee may make arrangement with respect to any work that needs to be done to
the Subleased Premises as part of Sublessee's relocation thereto.

18. RIGHT OF FIRST OFFER. Provided that Sublessee (a) is not then in default
under the Sublease, beyond the applicable notice and cure period, and (b)
Sublessee has at least $8,000,000 in current assets at such time then, before
Sublessor offers any other space on the sixth floor of the Master Premises for
subleasing or assignment to any third parties, Sublessor shall first offer such
space to Sublessee by providing a written offer stating the proposed (1) term
and (2) the rent per square foot of the proposed sublease and such other
material terms as are applicable. Upon receipt of such written offer from
Sublessor, Sublessee will have five (5) business days to accept or reject such
offer. No reply by Sublessee to Sublessor's offer will be deemed to be a
rejection. If either Sublessee (x) accepts such offer and the parties are unable
to finalize a sublease or assignment, as applicable, for such space within
thirty (30) days after the acceptance of the offer by Sublessee or (y) rejects
such offer by Sublessor, Sublessor shall have six months to sublease or assign,
as applicable, such space on any rates, terms and conditions that are no less
favorable than the rates, terms and conditions offered to Sublessee. For
purposes of the foregoing, "no less favorable" as to rent means no less than 95%
of the rent rate offered to Sublessee.


Throughout the Sublease Term, neither Sublessor nor Sublessee shall solicit for
employment the employees of the other party.


Should any provision of this Sublease be invalid, illegal or unenforceable, the
remaining provisions will continue as valid, legal and enforceable. This
Sublease constitutes the entire agreement between the parties with respect to
its subject matter. No oral modification or waiver of any provision of this
Sublease will be binding on either party. Any failure of either party to enforce
this Sublease as to any breach by the other party will not be deemed to be a
waiver. In the event that the Master Lease is terminated and Lessor recognizes
the Sublease, upon the written


request of Sublessee, Sublessor shall promptly transfer the security deposit and
letter of credit to Lessor, provided that Sublessee is not then in default under
this Sublease.


In witness whereof the parties below enter into this Agreement as of the dates
first above written.

a Delaware Corporation                            a Delaware Corporation

By: /s/ MEYAR SHEIK                               By: /s/ ROBERT FYFE

Name: MEYAR SHEIK                                 Name: ROBERT FYFE

Title: C.O.O                                      Title: SVP OPERATIONS

Date: 7/26/01                                     Date: 7/26/01

    [Signature Page to Sublease Agreement for 10182 Telesis Court Suite 400]