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SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made and entered this 5th day of
February 1996, by and between Boehringer Mannheim, an Indiana corporation, with
its principal offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ("SUBLANDLORD"),
and SSE Technologies, a Delaware corporation with its principal business offices
at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("SUBTENANT").
RECITALS
A. Whereas, Warms Springs Associates II hereinafter called "MASTER
LANDLORD", and SUBLANDLORD have entered into that certain Lease Agreement dated
February 13, 1989 as amended by that certain First Amendment, hereinafter
("Master Lease"), a copy of which is attached hereto as Exhibit A, pursuant to
which SUBLANDLORD has leased from MASTER LANDLORD a building ("Building") and
other real property ("Property") located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
B. Whereas, SUBLANDLORD desires to lease to SUBTENANT a portion of the
Building leased by MASTER LANDLORD to SUBLANDLORD, and SUBTENANT desires to
lease a portion of the Building from SUBLANDLORD.
C. Whereas, MASTER LANDLORD desires to consent to the Sublease by executing
the "Consent of Master Landlord" provision at the end of this Sublease, or by
the execution of MASTER LANDLORD's standard Consent to Sublease agreement by all
of the Parties hereto, whereby Master Landlord otherwise agrees and acknowledges
said Sublease Agreement between SUBTENANT and SUBLANDLORD.
THEREFORE, SUBLANDLORD AND SUBTENANT agree as follows:
1. Premises. Subject to the terms, conditions and covenants set forth in
this Sublease, SUBLANDLORD hereby leases to SUBTENANT and SUBTENANT hereby
leases from SUBLANDLORD, approximately 3550 square feet in the Building commonly
known as the northwest corner of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Premises"). The
Premises are shown on attached Exhibit B, which by this reference is
incorporated herein.
2. Term. This Sublease shall commence on February 5, 1996 and end on May
4, 1999 ("Term"), unless sooner terminated by breach of the terms and conditions
of this Sublease.
3. Rent. SUBTENANT shall pay to SUBLANDLORD all Basic Rent for the
Premises according to the following schedule:
MONTHS BASIC MONTHLY RENTAL
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2/5/96 - 5/4/96 $3,676
5/5/96 - 5/4/97 $2,308
5/5/97 - 5/4/98 $2,322
5/5/98 - 5/4/99 $2,335
All such Basic Rent shall be payable in advance on the first day of each
calendar month during the Term. SUBTENANT shall deposit with SUBLANDLORD upon
execution of this Sublease the sum of three thousand six hundred and seventy-six
Dollars ($3,676) as Basic Rent for the first month that Basic Rent is due under
this Sublease, namely February 5, 1996 through March 4, 1996. In addition to
said Basic Rent Subtenant shall pay its pro rata share of all charges, costs and
expense obligations defined as Additional Rent as set forth in Paragraph 12.2 of
said MASTER LEASE. The current charge for additional rent is $471 per calendar
month. This amount will be adjusted as the amount paid by the SUBLANDLORD is
adjusted. All Basic and Additional Rent ("Rent") shall be paid to SUBLANDLORD at
its address indicated below:
Boehringer Mannheim Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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Rent shall be payable without notice or demand and without any deduction,
offset, or abatement. Rent payable for any portion of a calendar month shall be
a pro rata portion of the installment payable for a full calendar month.
4. Late Charge. SUBTENANT shall pay to SUBLANDLORD as Additional Rent, a
late charge equal to five percent (5%) of any installment of Basic Rent which is
not received by SUBLANDLORD within ten (10) days after the due date for such
installment.
5. Use. Subtenant shall use the Premises only for general offices,
research and development, light manufacturing, storage and for no other
purposes. SUBTENANT shall not permit the Premises or any part thereof to be used
for any purpose or use in violation of any law or ordinance, or of the
regulation of any governmental authority, or in any manner that will constitute
a nuisance. SUBTENANT shall not allow any use in violation of any existing
restriction on the Premises. SUBTENANT shall conform its use of the Premises in
every respect to all laws, statutes, ordinances, and regulations now enforced or
hereafter enacted affecting the use of occupancy of the Premises.
6. Acceptance of Premises. SUBTENANT acknowledges that the Premises
contain certain existing tenant improvements with which SUBTENANT is familiar.
SUBTENANT agrees the its act of taking possession of the Premises will
constitute its acknowledgement and acceptance that the Premises are in rentable
and good condition. SUBTENANT acknowledges and hereby agrees that subject only
to SUBLANDLORD's completion those certain Interior Improvements defined in
SECTION 10.1 herebelow, Subtenant is Subleasing the Subject Premises strictly on
an "as is" basis, and that SUBLANDLORD makes no representation or warranties
relating to the suitability of the Premises for SUBTENANT's intended use or
whether said Premises are in compliance with all applicable building codes,
governmental laws, statutes, ordinances and regulations (e.g. ADA and Title 24
statutes and laws).
7.Incorporation of Master Lease, Assumption, Termination of Master Lease
7.1 This Sublease is expressly subject and subordinate to the terms
and conditions of "The Master Lease" attached hereto as Exhibit A. All
terms and conditions of the Master Lease are incorporated herein and are
deemed a part of this Sublease. References to Landlord and Tenant in the
Master Lease shall, for purposes of this Sublease, be deemed to refer to
both MASTER LANDLORD and SUBLANDLORD, and SUBTENANT, respectively.
7.2 Except as otherwise provided herein, SUBTENANT hereby expressly
assumes and agrees to perform and comply with all obligations required to
be kept or performed by SUBLANDLORD pursuant to the provisions of the
Master Lease. SUBTENANT shall not commit or permit to be committed on the
Premises any act or omission which shall violate any term or condition of
the Master Lease. SUBTENANT agrees to indemnify, defend, hold harmless
SUBLANDLORD from any and all claims, damages, costs, and expenses
(including reasonable attorney's fees) with respect to SUBTENANT's non
performance or non observance of any such term and condition.
7.3 If the Master Lease is terminated, this Sublease shall terminate
simultaneously and the SUBLANDLORD and SUBTENANT shall thereafter be
released from all obligations under this Sublease, and SUBLANDLORD shall
refund to SUBTENANT any unreturned Rent paid in advance, except as
otherwise provided in this Sublease.
8. Utilities/Services. SUBTENANT shall obtain, contract for, and pay 100%
of all expenses relating to its personal electronic communications, data and
telephone services, its private security systems, trash, and janitorial services
provided to the SUBTENANT's Premises.
9. Obligations of SUBLANDLORD. SUBLANDLORD agrees to maintain the Master
Lease during the Term of this Sublease, subject, however, to any termination of
the Master Lease without the fault of SUBLANDLORD. SUBLANDLORD agrees to comply
with or perform all of its obligations under the Master Lease that SUBTENANT has
not assumed under this Sublease. Provided, however, SUBLANDLORD, does not assume
the obligations required to be kept or performed by the MASTER LANDLORD under
the Master Lease.
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10. Alterations, Additions or Improvements. Except as otherwise provided
for in The Master Lease, SUBTENANT shall not make any alterations, additions or
improvements on or to the Premises without first obtaining the written consent
of SUBLANDLORD, which SUBLANDLORD may withhold in its absolute and sole
discretion. All permitted alterations, additions and improvements shall be made
at the sole expense of SUBTENANT, and unless SUBTENANT is otherwise notified in
writing to remove or repair same upon expiration of the Sublease term, said
alterations, additions and improvements shall remain on and be surrendered with
the Premises as part thereof at the termination of this Sublease. SUBTENANT
shall keep the Premises free and clear from all liens arising out of any work
performed, materials furnished or obligations incurred by SUBTENANT.
10.1 SUBTENANT's Alterations. Anything to the contrary contained
herein notwithstanding, SUBLANDLORD grants SUBTENANT, permission to make a
5 foot x 9 foot opening in the shear wall, separate the utilities and close
off various doors and windows which connect the area between the
SUBLANDLORD and SUBTENANT.
11. Signs. SUBTENANT shall not be entitled to place or install any signs
on or about the subject Premises without obtaining SUBLANDLORD's prior written
consent, which may be given or withheld in SUBLANDLORD's sole discretion.
12. Hazardous Materials. Notwithstanding anything contained in Paragraph
47 of the Master Lease, SUBTENANT shall not be entitled to use or store any
Hazardous Materials or Substances on or about the Subject Premises without first
obtaining the express written consent of SUBLANDLORD, which may be given or
withheld in SUBLANDLORD's absolute and sole discretion.
13. Consent of Master Landlord. This sublease is made and entered into
with the full knowledge and agreement of MASTER LANDLORD, who consented to this
sublease by executing an Amendment to the Master Lease on January 5, 1996.
IN WITNESS WHEREOF, the parties have executed this Sublease Agreement on
the date indicated below.
SSE Technologies, Inc., a Delaware
corporation
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("SUBTENANT")
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: 2/26/96
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, a corporation
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("SUBLANDLORD")
By:
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By:
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Date:
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