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Exhibit 10.33
SUBLEASE AGREEMENT
Sublease
Agreement made as of August 11, 2004, between Employers
Insurance Company of Wausau, a Wisconsin
corporation (f/k/a Employers
Insurance of Wausau A Mutual Company)
having a place of business c/o Liberty
Mutual Insurance Company, 175 Berkeley
Street, Boston, Massachusetts 02117
("TENANT"), and Clayton GRP, Inc., a
Delaware corporation having a usual
place of business at 2 Corporate Drive, 8th
Floor, Shelton, Connecticut 06484
("SUBTENANT"). This Sublease Agreement
shall be referred to herein as the
"SUBLEASE".
Whereas, by a
lease dated December 11, 1996, as amended by that certain
First Amendment to Office Lease dated April
28, 1997 (the "FIRST AMENDMENT")
(such lease, as it has been or may be
further amended, and including any
rules or regulations that have been or may
be promulgated thereunder, being
referred to herein as the "MAIN LEASE", a
copy of which Main Lease is
attached hereto as EXHIBIT A), Glenborough
Properties, L.P., a New York Stock
Exchange public company, as successor in
interest to Opus South Corporation,
a Florida corporation ("LESSOR") leased
certain space (the "TENANT'S
PREMISES") in the office complex located at
13101 Telecom Drive, Tampa
Telecom Park, Temple Terrace, Florida (the
"OFFICE COMPLEX"), to Tenant for a
term commencing on or about July 17, 1997,
and ending on August 31, 2007, in
accordance with the Preamble and Article I
of the Main Lease; and
Whereas, Tenant
has agreed to sublease to Subtenant, pursuant to the
provisions of this Sublease, an area
comprising approximately 11,306 rentable
square feet of space, and more particularly
shown on the plan attached hereto
as EXHIBIT B (such subleased portion of the
Tenant's Premises being referred
to herein as the "PREMISES") within a
portion of the Tenant's Premises
consisting of 79,393 rentable square feet
located within the Office Complex.
Tenant and Subtenant agree that the
recitals above are true and correct as of
the date hereof.
Now, therefore,
it is agreed between the parties hereto as follows:
1. AGREEMENT TO
SUBLEASE FOR TERM. Tenant hereby subleases to Subtenant,
and Subtenant hereby takes and subleases
from Tenant, the Premises for a term
beginning on the day following Subtenant's
receipt of a copy of the executed
Consent (as defined in Section 40 below)
from Tenant by facsimile or as
otherwise set forth in Section 34 below
(the "COMMENCEMENT DATE") and ending
at 11:59 p.m. on August 30, 2007. As used
in this Sublease, the term
"Tenant's Work" shall mean carpet cleaning
and replacing broken ceiling tiles
in the Premises and painting the interiors
walls of the Premises by Tenant.
Except for Tenant's Work, Tenant shall have
no obligation to perform any work
to prepare the Premises for Subtenant's
occupancy of the Premises and except
for Tenant's Work, Subtenant shall accept
the Premises in AS IS condition. In
the event the Consent is not effective as
of the date forty-five (45) days
from the date of this Sublease, then
Subtenant or Tenant shall have the right
to terminate this Sublease upon fifteen
(15) days prior written notice to the
other provided that the Consent is not
effective within such fifteen (15) day
period. Upon such termination, Tenant shall
return all sums paid by Subtenant
upon the execution of this Sublease, and,
upon such return and except as
otherwise expressly provided herein, this
Sublease shall terminate and the
parties shall have no further recourse
against each other in connection with
this Sublease.
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2. INCORPORATION
OF MAIN LEASE.
a. Subtenant
acknowledges that is has had a complete opportunity to
review the Main Lease. Except as otherwise
expressly provided in this
Sublease, the provisions of the Main Lease
are incorporated into and made a
part of this Sublease as they relate to the
Premises and also to the Office
Complex and any land on which the Office
Complex is located (the "LAND" and,
together with Office Complex, the
"PROPERTY") which serve or are available to
occupants of the Premises pursuant to the
Main Lease. The provisions of the
Main Lease which are so incorporated into
this Sublease pursuant to the
preceding sentence shall, coincident with
their incorporation, be amended so
that references in the Main Lease to
"Lessor" and "Lessee" shall be deemed to
refer in this Sublease to Tenant and
Subtenant, respectively, unless the
context indicates that such amendment
should not be made or such amendment
would have an illogical effect on the
provision being so amended. All uses of
the term "Sublease" in this Sublease shall
be regarded as referring to this
Sublease, into which the Main Lease has
been to incorporated. Subtenant
hereby covenants to Tenant and, if Lessor
has consented to this Sublease, to
Lessor that, except as may be otherwise
expressly provided in this Sublease,
Subtenant assumes, is bound by, shall
comply with, and shall faithfully
perform all of the obligations of Tenant
(as tenant) arising from and after
the date of this Sublease under the Main
Lease that are incorporated into
this Sublease. The relationship between,
and rights of, Subtenant and Tenant
shall, except as may be otherwise expressly
provided in this Sublease, be
governed by the Main Lease, and, without
limiting the generality of the
foregoing, Tenant shall have all of the
rights granted to Lessor under the
Main Lease and be entitled to exercise such
rights with respect to the
enforcement of the provisions of this
Sublease and the termination of this
Sublease.
b.
Notwithstanding any of the foregoing provision of this Sublease
to
the contrary, the following provision of
the Main Lease are not incorporated
into or made a part of this Sublease:
Page 1 of the Main Lease;
ARTICLE I -- Base Rent (as amended by the
First Amendment);
ARTICLE II -- Additional Rent (as amended
by the First Amendment);
ARTICLE IV -- Possession of Premises;
ARTICLE VIII -- Alterations and
Improvements (last paragraph only);
ARTICLE X -- Assignment and Subletting;
ARTICLE XIII -- Surrender of Premises (last
paragraph only);
ARTICLE XVI (A) and (C) --
Miscellaneous;
ARTICLE XXI -- Tenant Improvements;
ARTICLE XXII -- Base Building;
ARTICLE XXIII -- Option to Renew;
ARTICLE XXIV -- Expansion Space
Construction (as amended by the
First Amendment);
ARTICLE XXVI -- Arbitration;
ARTICLE XXVIII -- Signage;
ARTICLE XXIX -- Parking;
ARTICLE XXX -- Early Occupancy Rent;
ARTICLE XXXI -- Inspection of Books and
Records;
ARTICLE XXXII -- Additional Provisions
Regarding Assignment and Subletting;
ARTICLE XXXIII -- Property Acquisition
Contingency;
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ARTICLE XXXIV -- Confirmation of Occupancy
Date and Base Rent Commencement
Date;
ARTICLE XXXVII -- Tenant's Offset
Rights;
ARTICLE XXXVIII -- Quiet Enjoyment;
ARTICLE XXXIX -- Self Insurance;
ARTICLE XL -- Rooftop Antenna or Dish;
ARTICLE XLI -- Lessee's Termination
Option;
ARTICLE XLII -- Carpet Cleaning; and
Sections 4, 5, 6, 7, 10, 11 and 13 of First
Amendment
3. SUBORDINATION
TO MAIN LEASE AND CONFLICTS. Notwithstanding any other
provisions of this Sublease to the
contrary, this Sublease, and the interest
of Subtenant in the Premises under this
Sublease, shall in all respects be
subject and subordinate to all of the
provisions of the Main Lease. To the
extent that any provision of this Sublease
modifies or differs from any of
the provisions of the Main Lease, the
provisions of this Sublease shall be
controlling, provided, however, that if any
provision of this Sublease
violates the Main Lease, or asserts
authority in one of the parties beyond
the authority provided to such party by the
Main Lease, the provisions of the
Main Lease shall be deemed to limit the
provisions hereof. Nothing in this
section shall, however, be deemed to confer
upon Subtenant any greater rights
than those set forth in this Sublease or to
limit any of Subtenant's
obligations under this Sublease. All of the
rights granted to Subtenant
under this Sublease are limited to the
extent that Tenant has reserved those
rights in the Main Lease. Tenant is hereby
vested with full power and
authority to subordinate Subtenant's
interest in the Premises under this
Sublease to any mortgage, deed of trust,
ground or underlying lease, or other
lien or interest hereafter placed on the
Premises, and Subtenant shall, upon
demand by Tenant, execute such further
instruments to effect such
subordination as Tenant may request. Upon
Subtenant's failure to execute any
such instrument, Tenant may execute any
such instrument on Subtenant's behalf
and Subtenant hereby irrevocably appoints
Tenant as Subtenant's attorney in
fact coupled with an interest for such
purpose.
4. TERMINATION
OF MAIN LEASE AND SUBLEASE. If this Sublease has not
previously terminated by its terms, this
Sublease shall terminate upon the
termination of the Main Lease. If the Main
Lease shall terminate for any
reason during the term of this Sublease,
this Sublease shall simultaneously
terminate on the date of such termination
of the Main Lease with the same
force and effect as if such termination
date had been specified herein as the
termination date hereof.
5. RENT.
a. Except as
otherwise expressly provided in this Sublease, commencing
on and as of the Commencement Date, and
continuing throughout the term of
this Sublease, Subtenant shall pay to
Tenant, as rent, base rent (the "BASE
RENT") in accordance with the schedule set
forth below as part of this
subsection. Unless Tenant instructs
Subtenant otherwise in writing, Subtenant
shall make such payments in advance on or
before the first (1st) day of the
month. Subtenant shall make such payments
without notice, demand, abatement,
deduction, counterclaim, or setoff.
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BASE RENT SCHEDULE
<Table>
<Caption>
Base Rent per
Annual Base
Monthly
Period
r.s.f.
Rent
Installment
<S>
<C>
<C>
<C>
Commencement Date--August 31, 2005...
$11.00
$124,366.00 $10,363.83
September 1, 2005--August 31, 2006...
$12.00
$135,672.00 $11,306.00
September 1, 2006--August 30, 2007...
$13.00
$146,978.00 $12,248.17
</Table>
Notwithstanding the foregoing, Subtenant
shall be entitled to an abatement of
Base Rent for sixty (60) days following the
Commencement Date.
b. Electrical
service supplied to the Premises for normal office usage
is included as part of Base Rent. In the
event Subtenant shall use
electricity in excess of normal office
usage, as reasonably determined by
Tenant, Subtenant shall pay to Tenant the
cost of such excess service within
thirty (30) days after Tenant has delivered
to Subtenant an invoice therefor.
As used in this subsection 5(b), "normal
office usage" shall mean usage of
electricity by Subtenant as the same
occupant density as in Tenant's Premises
and for office operations and equipment
substantially similar to Tenant's
office operations and equipment. Tenant may
determine the amount of such
additional consumption by a survey of
standard or average tenant usage of
electricity in the Tenant's Premises
performed by a reputable consultant
selected by Tenant and reasonably approved
and paid for by Subtenant.
c. Under this
Sublease, payments of Base Rent constitute payments of
rent. Any other payments that are required
to be paid by Subtenant to Tenant
under this Sublease shall be deemed to be
additional rent payable hereunder
by Subtenant to Tenant, and shall, unless
otherwise expressly provided in
this Sublease, be due and payable on the
later to occur of that date (i)
which is ten (10) days after Subtenant's
receipt of an invoice therefor from
Tenant, or (ii) on which the next payment
by Subtenant of Base Rent is due.
d. The late
payment provisions of the Main Lease shall apply to any
payments that are deemed hereunder to be
rent and that arrive later than the
last day on which rent may be paid by
Tenant under the Main Lease without
incurring a late payment penalty or other
charge of any kind under the Main
Lease.
e. Base Rent for
the first month of the term shall be paid upon
execution of this Sublease. If the term of
this Sublease begins or ends on
any day other than the first day of a
calendar month, then all amounts to be
paid by Subtenant to Tenant under this
Sublease for the resulting fractions
of a full calendar month shall be prorated
on a per diem basis.
f. Except as
otherwise expressly provided in this Sublease, all payments
to be made by Subtenant pursuant to this
Sublease shall be made to Tenant in
United States legal tender and addressed to
Liberty Mutual Insurance Company,
Attn: Senior Manager, Financial Analysis,
Corporate Real Estate, Mail Stop
01F, 175 Berkeley Street, Boston,
Massachusetts 02116.
6. DELIVERY OF
POSSESSION AND ADJUSTMENT OF TERM. Notwithstanding any
other provisions of this Sublease to the
contrary, if for any reason
whatsoever, Tenant is unable to deliver
possession of the Premises to
Subtenant on the Commencement Date with
Tenant's Work
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complete, then (a) Tenant shall not be
liable to Subtenant for any direct or
indirect damages or expenses, including
without limitation consequential
damages, incurred by Subtenant which arise
out of such inability to so
deliver possession on the Commencement
Date, (b) this Sublease shall remain
in full force and effect, (c) the
Commencement Date shall automatically be
adjusted to the date on which Tenant
delivers possession of the Premises to
Subtenant with Tenant's Work complete, and
(d) Tenant shall use reasonable
efforts to deliver possession of the
Premises to Subtenant on the earliest
possible date. If the Commencement Date, as
so adjusted, has not occurred by
that date which is thirty (30) days
following the effective date of the
Consent, for any reason other than a Force
Majeure (as hereinafter defined)
or the actions or failure to act of
Subtenant, Subtenant shall have the right
to terminate this Sublease upon fifteen
(15) days prior written notice to
Tenant provided that the Premises are not
delivered to Subtenant with Tenant's
Work complete within such fifteen (15) days
period. Upon such termination,
Tenant shall return all sums paid by
Subtenant upon the execution of this
Sublease, and, upon such return and except
as otherwise expressly provided
herein, this Sublease shall terminate and
the parties shall have no further
recourse against each other in connection
with this Sublease.
7. USE OF
PREMISES. Subtenant shall use the Premises for office purposes
and for no other purpose, subject to all
covenants and agreements set forth
herein and in the Main Lease.
8. PARKING.
Tenant shall make available to Subtenant parking spaces
available to Tenant under the Main Lease at
the rate of five (5) spaces per
1,000 rentable square feet. All parking
hereunder shall be on a non-reserved
basis in common with others.
9. SUBTENANT
IDENTIFICATION. Tenant shall arrange, at Tenant's sole
cost, for Subtenant's name to be included,
in the Office Complex standard
format, in the Office Complex directories
maintained by Lessor for the
identification of the Office Complex's
occupants and at the entrance to
Subtenant's suite. Any subsequent changes
or alterations to such signage
shall be at Subtenant's sole cost and
expense.
10. CONDITION OF
PREMISES AND IMPROVEMENT WORK. Except for Tenant's
Work, Subtenant takes the Premises in "as
is" condition, and Tenant does not
warrant or make any representation
concerning the adequacy or sufficiency for
Subtenant's present or future purposes of
the Premises, the Office Complex,
any improvements in or to the Premises or
the Office Complex, any common
areas in or appurtenant to the Office
Complex, any equipment, facilities,
fixtures, or furnishings in the Premises or
the Office Complex, or the real
estate of which the aforementioned items
constitute a part. Subtenant shall
be responsible, at its sole expense, for
any improvement work that is may
require on or relating to the Premises,
including without limitation the
construction of walls in or entrances to
the Premises. Subtenant may not
undertake any improvement work on or
relating to the Premises, including
without limitation any construction
activities, except in compliance with
this Sublease, and Subtenant shall in each
instance perform such work only
after having obtained both of the
individual prior written consents of Tenant
and Lessor, including to all plans,
drawings, and specifications relating to
such work.
11. MAINTENANCE
OF PREMISES. Subtenant shall, at its sole expense, keep
the Premises and the equipment, facilities,
fixtures, and furniture therein
neat, clean, and in as good condition and
repair as when Subtenant first was
granted access to the Premises, reasonable
wear
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and tear and damage by casualty excepted,
and shall perform, except as
otherwise provided in Section 2(b) above,
all obligations of Tenant under the
Main Lease with respect to Subtenant's
activities in and about the Premises
and the Office Complex. Except as otherwise
expressly provided in this
Sublease, (a) Tenant shall not now or at
any time in the future by required
to make any expenditure whatsoever with
respect to the Premises and does not
assume any obligation to perform the terms,
conditions, or covenants that
are, under the Main Lease, to be performed
by Lessor, and (b) if Lessor
should fail to perform any of such terms,
conditions, or covenants, Tenant
shall be under no obligation or liability
whatsoever to Subtenant arising out
of such failure to perform by Lessor.
12. TENANT'S
OBLIGATIONS LIMITED. The Main Lease specifies certain
obligations, representations, and
warranties of Lessor thereunder.
Notwithstanding the incorporation of the
Main Lease into this Sublease as
provided elsewhere herein or any other
provisions of this Sublease to the
contrary, (a) Tenant is not obligated to
perform, or guarantee the
performance by Lessor of, Lessor's
obligations under the Main Lease,
including Lessor's obligations pursuant to
Article VI (Insurance) of the Main
Lease, and Lessor's representations and
warranties in the Main Lease are not
to be considered the representations and
warranties of Tenant under this
Sublease, (b) Tenant shall have no
liability for any damage, loss, claim,
liability, or expense arising out of the
failure of Lessor to perform its
obligations under the Main Lease, the
breach by Lessor of its representations
and warranties under the Main Lease, the
acts or omissions of Lessor, or any
other circumstance or event beyond Tenant's
control. Upon written notice from
Subtenant to Tenant of Lessor's failure to
so perform its obligations or of
Lessor's breach of such representations and
warranties, Tenant should notify
Lessor to that effect and demand Lessor's
performance or rectification of
such breach. Tenant should have no further
obligation beyond making demands
as aforesaid. Tenant shall have no
obligation to Subtenant for any default
under this Sublease that results from the
default or any other act of Lessor
under the Main Lease. The performance by
Tenant of its obligations hereunder
shall be conditioned upon the performance
by Lessor of its obligations under
the Main Lease. In any circumstance in
which Tenant's consent is required
under this Sublease and Tenant has agreed
herein not to unreasonably withhold
or delay such consent, and in which a
corresponding consent of Lessor is
required pursuant to the Main Lease in
order to avoid having the Tenant's
consent constitute a breach of the Main
Lease, then Tenant shall not be
deemed to have unreasonably withheld or
delayed its content if such
corresponding consent of Lessor has not
b
