1
STANDARD FORM OF SUBLEASE AGREEMENT
SUBLEASE made between United Parcel Service, Inc., a New York
corporation with offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("SUBLESSOR"), and Advanced Health Corporation, a Delaware corporation with
offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ hereinafter ("SUBLESSEE")
PRELIMINARY STATEMENT
SUBLESSOR has leased, as Tenant, from ▇▇▇▇▇▇ ▇▇▇▇▇▇-Eastview North
Co., as Landlord, ("Overlandlord") premises in the building located at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of Westchester, New York (the "Demised
Premises") pursuant to a certain lease dated September 4, 1990 (the "Lease") as
amended by First Amendment dated August 23, 1995 and by Second Amendment dated
March 10, 1997 (hereinafter the Lease, First Amendment and Second Amendment are
referred to as the "Major Lease"); and
SUBLESSOR desires to sublet to SUBLESSEE and SUBLESSEE desires to
hire from SUBLESSOR approximately 16,252 square feet of the Demised Premises;
and
It is agreed as follows:
1. SUBLEASE. SUBLESSOR sublets to SUBLESSEE a portion of the Demised
Premises consisting of approximately 16,252 square feet as shown on the floor
plan annexed hereto as Exhibit A (the "Sublet Premises"), for general office use
and for no other purpose.
2. TERM. The term of this sublease ("Sublease Term") shall commence on
January 15, 1998 and expire on October 30, 2000, or such earlier date upon which
the Sublease Term expires or terminates pursuant to the provisions of this
sublease or pursuant to law.
2
3. RENT. The rent for the Sublease Term shall be $240,204.56 per annum and
shall be payable monthly, in advance, on the first (1st) day of each calendar
month commencing on June 1, 1998, in equal monthly installments of Twenty
Thousand Seventeen Dollars and 05/00 ($20,017.05), except that the installment
for the first month of the Sublease Term shall be payable upon the execution
hereof. SUBLESSEE shall pay as additional rent to SUBLESSOR on demand 85.08% of
any payments or expenses required to be made by Tenant under the Major Lease
which relate to the Sublet Premises. All payments called for under this sublease
shall be made by SUBLESSEE to SUBLESSOR without notice, demand, setoff or
deduction, at SUBLESSOR'S office or at such other address as SUBLESSOR may
designate. All Base Rent and additional rent and all other sirs payable by
SUBLESSEE under this Sublease are referred to collectively herein as "Rent" or
"rent" and shall be collectible by SUBLESSOR as rent. SUBLESSEE shall reimburse
SUBLESSOR on demand for increases in real estate taxes (Section 45 of the Major
Lease) and for increases in common area maintenance charge (Section 46 of the
Major Lease) over the base year of January 1, 1997 through December 30, 1997.
4. SUBORDINATION TO MAJOR LEASE. This sublease is subordinate to, and
SUBLESSEE accepts this sublease subordinate to, the Major Lease and the matters
to which the Major Lease is subordinate. This sublease is also subordinate to,
and SUBLESSEE accepts this sublease subordinate to, any amendments to the Major
Lease hereafter made between Overlandlord and SUBLESSOR. The Major Lease is
represented by SUBLESSOR to be the full agreement by the Overlandlord and
SUBLESSOR. Copies of the documents comprising the Major Lease have been
delivered to and reviewed by SUBLESSEE. SUBLESSEE acknowledges that SUBLESSOR
cannot convey to SUBLESSEE any greater estate than SUBLESSOR has been granted
pursuant to the Major Lease.
The provisions of the Major Lease are incorporated herein by
-2-
3
reference with the same force and effect as if they were tally set forth herein,
except as otherwise specifically provided herein.
SUBLESSEE covenants that SUBLESSEE will not do anything in or with respect
to the Sublet Premises or omit to do anything which SUBLESSEE is obligated to do
under the terms of the sublease which would constitute a default under the Major
Lease or might cause the Major Lease or the rights of SUBLESSOR as tenant
thereunder to be cancelled, terminated or forfeited or might make SUBLESSOR
liable for any damages, claims or penalties. SUBLESSEE covenants to assume and
perform all of the liabilities and obligations of Tenant under the Major Lease.
SUBLESSEE shall hold SUBLESSOR harmless of and indemnify SUBLESSOR from all
liability, judgments, costs, damages, claims, or demands, including reasonable
attorney's fees, arising out of SUBLESSEE's failure to comply with or perform
SUBLESSOR's obligations under both the Major Lease and this Sublease. If
Subtenant fails to pay any Rent as required in this Sublease or fails to perform
any of Tenant's obligations under the terms of the Major Lease, SUBLESSOR shall
have the same rights and remedies as the Landlord has under the Major Lease for
default in the event that SUBLESSEE breaches any of the terms and conditions of
this Sublease including but not limited to any action or omission which causes a
default under the Major Lease. Notwithstanding anything to the contrary herein,
SUBLESSOR shall have any other rights and remedies available to SUBLESSOR in
law or equity in the event of SUBLESSEE's default.
5. DAMAGE OR INJURY. Overlandlord and SUBLESSOR shall not be liable for
any damage to property or injury to persons, sustained by SUBLESSEE or others,
caused by conditions or activities on the Sublet Premises. SUBLESSEE shall
indemnify the Overlandlord and SUBLESSOR against all claims arising therefrom
and shall carry insurance as required to be carried by Tenant by the Major Lease
naming the Overlandlord and SUBLESSOR as additional insureds.
-3-
4
6. REPAIRS BY OVERLANDLORD. SUBLESSEE shall look only to SUBLESSOR for
any services to be furnished to SUBLESSEE in accordance with this sublease.
SUBLESSOR shall use its reasonable efforts to obtain for SUBLESSEE any services
which are the obligation of Overlandlord. SUBLESSOR shall have no obligations
whatsoever to repair and maintain the Sublease Premises or any part thereof or
equipment therein, whether structural or nonstructural. SUBLESSOR shall not be
liable to SUBLESSEE for injury or damage that may result from any defect in the
construction or condition
7. ALTERATIONS. Except as set forth in insert 2 of page 1A of the Major
Lease, SUBLESSEE shall not make any alterations, additions or improvements upon
or to the Sublet Premises without the prior written consent of SUBLESSOR and
Overlandlord. Any permitted alterations, additions and improvements shall be
made at the sole cost of SUBLESSEE and shall become the property of SUBLESSOR
and shall remain on and be surrendered with the Sublet Premises at the
termination of this sublease. SUBLESSEE shall deliver up the same, at the
expiration or sooner termination of the term of this sublease, in as good
condition as they are now in, ordinary wear, fire and other unavoidable
casualties excepted.
8. ACCESS. At all reasonable hours and upon reasonable notice to
SUBLESSEE, the Sublet Premises shall be open to Overlandlord and SUBLESSOR,
their agents and representatives for inspecting or for repairs, additions or
alterations by either party.
9. BROKER. SUBLESSEE warrants and represents that it has dealt with no
broker or any other person who would legally claim to be entitled to receive a
brokerage commission or finder's or consultant's fee with respect to this
transaction except ▇▇▇▇/CB COMMERCIAL and ▇▇▇▇-▇▇▇▇ REALTY L.P.. SUBLESSEE shall
indemnify
-4-
5
SUBLESSOR and Overlandlord against the claim of any person, firm or corporation
arising out of any inaccuracy or alleged inaccuracy of the above representation.
10. SUBLESSEE'S COVENANTS. SUBLESSEE covenants with SUBLESSOR to hire said
premises and to pay the rent therefore as aforesaid, that it will commit no
waste, nor suffer the same to be committed thereon, nor injure nor misuse the
same; and also that it shall not make alterations therein, nor use the same for
any purpose but that hereinbefore authorized. SUBLESSEE has inspected the Sublet
Premises and accepts same in their present condition, without any warranties or
representations (express or implied) being relied upon and is relying upon its
own inspection. SUBLESSEE further covenants that this sublease shall not be
assigned, encumbered or otherwise transferred, the Sublet Premises shall not be
further sublet by SUBLESSEE, in whole or in part, and SUBLESSEE shall neither
suffer nor permit any of the Sublet Premises to be used or occupied by others
without the prior consent of Overlandlord in each instance.
11. DEFAULT BY SUBLESSOR/Overlandlord UNDER MAJOR LEASE. In the event of a
default by SUBLESSOR under the Major Lease which results in termination of such
lease, this sublease shall, at the option of the Overlandlord, remain in full
force and effect and the SUBLESSEE shall attorn to and recognize Overlandlord as
Landlord hereunder and shall promptly upon such Overlandlord's request, execute
and deliver all instruments necessary or appropriate to confirm such attornment
and recognition. The SUBLESSEE hereunder hereby waives all rights under any
present or future law or otherwise to elect, by reason of the termination of the
Major Lease, to terminate this sublease or surrender possession of the premises
demised hereby.
SUBLESSEE agrees to release SUBLESSOR, its successors, and
-5-
6
assigns of liability, with respect to any and all damages, claims, losses,
liabilities and expenses of any kind, including but not limited to legal and
consulting expenses, incurred by SUBLESSEE, its successors or assigns, or which
are asserted against or imposed upon SUBLESSEE, its successors or assigns, by
any other party arising out of or in connection with Overlandlord's breach of,
or misrepresentation in, any provision of the Major Lease.
12. CONSENT. No rights are conferred upon SUBLESSEE until (i) this
sublease has been signed by SUBLESSOR and an executed copy has been delivered to
SUBLESSEE and (ii) the consent of Overlandlord has been obtained. SUBLESSOR
shall promptly after the execution of this sublease by both SUBLESSOR and
SUBLESSEE submit this sublease to Overlandlord for its consent. If the
Overlandlord refuses to grant consent or if the Major Lease is cancelled for any
reason whatsoever prior to the first day of the Sublease Term, all sins received
hereunder by SUBLESSOR shall be returned to SUBLESSEE without interest and
without any further liability on the part of the SUBLESSOR and this sublease
shall be deemed void and of no effect.
13. PARKING. Subtenant shall be entitled to the non-exclusive use of a
total of sixty (60) parking spaces at no cost to Subtenant.
14. SECURITY DEPOSIT. SUBLESSEE agrees to deposit with Landlord upon
execution of this Sublease, a Security Deposit equal to $40,034.10, which sum
shall be held by SUBLESSOR, without obligation for interest, as security for the
performance of SUBLESSEE's covenants and obligations under this Sublease. The
Security Deposit is not an advance rental deposit or a measure of damages
incurred by SUBLESSOR in case of SUBLESSEE's default. Upon the occurrence of any
event of default by SUBLESSEE, SUBLESSOR may, from time to time, without
prejudice to any other remedy provided herein or provided by law, use such fund
to the
-6-
7
extent necessary to make good any arrears of Rent or other payments due to
SUBLESSOR hereunder, and any other damage, injury, expense or liability caused
by such event of default, and SUBLESSEE shall pay to SUBLESSOR, on demand, the
amount so applied in order to restore the Security Deposit to its original
amount. Although the Security Deposit shall be deemed the property of SUBLESSOR,
any remaining balance of such deposit shall be returned by SUBLESSOR to
SUBLESSEE at such time after termination of this Sublease that all of
SUBLESSEE's obligations under this Sublease have been fulfilled. SUBLESSOR may
use and commingle the Security Deposit with other funds of SUBLESSOR.
15. NOTICE. All notices or other communications required or permitted
hereunder shall be in writing and shall be effective upon receipt whether
delivered by personal delivery or UPS Next Day Air, or sent by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective parties as follows:
Notices to SUBLESSOR: United Parcel Service
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Real Estate Department
With a copy to: United Parcel Service
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTN: Region Real Estate Manager
If to SUBLESSEE: Advanced Health Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-7-
8
Notices shall be deemed received upon the earlier of (a) if personally
delivered or via UPS NEXT DAY AIR, the date of delivery to the address of the
person to receive such notice, or (b) if mailed, upon the date of receipt as
disclosed on the return receipt. Notice of change of address shall be given
written notice in the manner detailed in this paragraph. Rejection or other
refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent.
16. UTILITIES. SUBLESSEE shall pay directly for all water, gas, heat, air
conditioning, light, power, telephone, sewer, sprinkler charges and other
utilities and services used on or from the Sublet Premises, together with any
taxes, penalties, surcharges or the like pertaining thereto, and maintenance
charges for utilities and shall furnish all electric light bulbs, ballasts and
tubes.
17. Entire Agreement. This Sublease contains the whole agreement between
the parties, There are no understandings between the parties regarding the
Sublease except those contained in this Sublease. This Sublease cannot be
amended except by a writing executed by both parties and consented to in writing
by Overlandlord.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals this 8th day of January, 1998.
UNITED PARCEL SERVICE, INC.
As SUBLESSOR
By: /s/ [illegible]
---------------------
Vice President
-8-
9
ADVANCED HEALTH CORPORATION
As SUBLESSEE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------
Title: Vice President
---------------------
CONSENT BY MID-WESTCHESTER REALTY ASSOCIATES, L. P.
MID-WESTCHESTER REALTY ASSOCIATES L.P. HEREBY consents to the above sublease.
MID-WESTCHESTER REALTY ASSOCIATES. L.P.
As OVERLANDLORD
By: Cali Sub VI Inc., general partner
By: /s/ [illegible]
------------------------
Title: Vice President
---------------------
-9-
