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EXHIBIT 10.11
SUBLEASE
1. PARTIES.
This Sublease, dated ___________________, 1997 is made between
DowElanco ("Sublessor"), and IS 14 Inc. ("Sublessee").
2. MASTER LEASE
Sublessor is the lessee under a written lease dated November 23, 1993,
wherein ORE Holding, a California Corporation ("Lessor") leased to
Sublessor the real property located in the City of Roswell, County of
Xxxxxx, State of Georgia, described as 1080 Xxxxxxx Bridge Road -
Roswell Summit, Xxxxxxxx 000, Xxxxx 000 ("Master Premises"). Said
lease is herein referred to as the "Master lease" and is attached
hereto as Exhibit "A."
3. PREMISES.
Sublessor hereby subleases to Sublessee on the terms and conditions
set forth in this Sublease the following portion of the Master
Premises ("Premises"): Approximately 3,938 square feet, Xxxxxxxx 000,
Xxxxx 000. The Sublessee agrees to take the premises "As Is"; and that
no tenant improvement work is to be performed by ORE Holding Company
as the landlord relative to the Sublease.
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease
has not been amended or modified except as expressly set forth herein,
that Sublessor is not now, and as of the commencement of the Term
hereof will not be, in default or breach of any of the provisions of
the Master Lease, and that Sublessor has no knowledge of any claim by
Lessor that Sublessor is in default or breach of any of the provisions
of the Master Lease.
5. TERM.
The Term of this Sublease shall commence on February 15, 1997,
("Commencement Date"), or when Lessor consents to this Sublease (if
such consent is required under the Master Lease), whichever shall last
occur, and end on November 30, 1998, ("Termination Date"), unless
otherwise sooner terminated in accordance with the provisions of this
Sublease. In the event the Term commences on a date other than the
Commencement Date, Sublessor and Sublessee shall execute a memorandum
setting forth the actual date of commencement of the Term. Possession
of the Premises ("Possession") shall be delivered to Sublessee on the
commencement of the Term. If for any reason Sublessor does not deliver
Possession to Sublessee on the commencement of the Term, Sublessor
shall not be subject to any liability for such failure, the
Termination Date shall not be extended by the delay, and the validity
of this Sublease shall not be impaired, but rent shall xxxxx until
delivery of Possession. Notwithstanding the foregoing, if Sublessor
has not delivered Possession to Sublessee within ten (10) days after
the Commencement Date, then at any time thereafter and before delivery
of Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set
forth an effective date for such cancellation which shall be at least
three (3) days after delivery of said notice to Sublessor. If
Sublessor delivers Possession to Sublessee on or before such effective
date, this Sublease shall remain in full force and effect. If
Sublessor fails to deliver Possession to Sublessee on or before such
effective date, this Sublease shall be canceled, 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. If Sublessor permits Sublessee to take Possession prior
to the commencement of the Term, such early Possession
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shall not advance the Termination Date and shall be subject to the
provisions of this Sublease, including without limitation the payment
of rent. In addition the Subtenant has no right to extend the lease
term.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor as minimum
rent, without deduction, setoff, notice, or demand, at
Director - Site Operations - DowElanco - 0000 Xxxxxxxxxx Xxxx
- Xxxxxxxxxxxx, XX 00000 or at such other place as Sublessor
shall designate from time to time by notice to Sublessee, the
sum of Five Thousand Three Hundred Thirty Two and 71/100
Dollars ($5,332.71) per month, in advance on the first day of
each month of the Term. Sublessee shall pay to Sublessor upon
execution of this Sublease Five Thousand Three Hundred Thirty
Two and 71/100 Dollars ($5,332,71) as rent for March 1997. If
the Term begins or ends on a day other than the first or last
day of a month, the rent for the partial months shall be
prorated on a per diem basis. Additional provisions: Rent
commencement shall begin March 1, 1997.
7. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of this Sublease
the sum of Fifteen Thousand Nine Ninety Eight Hundred and 12/100
Dollars ($15,998.12) as security for Sublessee's faithful performance
of Sublessee's obligations hereunder ("Security Deposit"). If
Sublessor fails to pay rent or other charges when due under this
Sublease, or fails to perform any of its other obligations hereunder,
Sublessor may use or apply all or any portion of the Security Deposit
for the payment of any rent or other amount then due hereunder and
unpaid, for the payment of any other sum for which Sublessor may
become obligated by reason of Sublessee's default or breach, or for
any loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security
Deposit, Sublessee shall, within ten (10) days after written demand by
Sublessor, restore the Security Deposit to the full amount originally
deposited, and Sublessee's failure to do so shall constitute a default
under this Sublease. Sublessor shall not be required to keep the
Security Deposit separate from its general accounts, and shall have no
obligation or liability for payment of interest on the Security
Deposit. In the event Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee so much of the Security
Deposit as is then held by Sublessor within (10) days after the Term
has expired, or Sublessee has vacated the Premises, or any final
adjustment pursuant to Subsection 6.2 hereof has been made, whichever
shall last occur, and provided Sublessee is not then in default of any
of its obligations hereunder, the Security Deposit or so much thereof
as had not theretofore been applied by Sublessor, shall be applied to
the last two months of the term, if any, of Sublessee's interest
hereunder.
8. USE OF PREMISES.
The Premises shall be used and occupied only for general office
purpose, and for no other use or purpose.
9. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublessor
which consent shall not be unreasonably withheld (and the consent of
Lessor, if such is required under the term of the Master Lease).
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10. OTHER PROVISIONS OF SUBLEASE.
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
Premises the Master Premises, except for the following: None*.
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 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 6 of this Sublease. 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,
this Sublease shall terminate and the parties shall be relieved of any
further liability or obligation under this Sublease, provided however,
that if the Master Lease terminates as a result of a default or breach
by Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the nondefaulting party
for the damage suffered as a result of such termination.
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.
*Except as specifically set forth within this sublease, this sublease is not to
be construed as an amendment to the Lease Agreement in any report.
11. ATTORNEYS' FEES.
If Sublessor, Sublessee, or Broker shall commence an 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 attorney's fees.
12. AGENCY DISCLOSURE:
Sublessor and Sublessee each warrant that they have dealt with no
other real estate broker in connection with this transaction except:
CB COMMERCIAL REAL ESTATE GROUP, INC., who represents the Sublessor
and Xxxxxxx Xxxxxx & Co. who represents Sublessee. In the event that
CB COMMERCIAL REAL ESTATE GROUP, INC. represents both Sublessor and
Sublessee, Sublessor and Sublessee hereby confirm that they were
timely advised of the dual representation and that they consent to the
same, and that they do not expect said broker to disclose to either of
them the confidential information of the other party.
13. COMMISSION.
Upon execution of this Sublease, and consent thereto by Lessor (if
such is under the terms of the Master Lease), Sublessor shall pay
Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises,
if any, and otherwise in the amount of Nine Thousand Eight Hundred
Twenty Nine and 96/100 Dollars ($9,829.96), for services rendered in
effecting this Sublease. Broker is hereby made a third party
beneficiary of this Sublease for the purpose of enforcing its right to
said commission.
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14. 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 sent by United States Mail, postage prepaid, addressed to the
Sublessee at the Premises, and to the address hereinbelow, 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 sent by United States Mail, postage prepaid,
addressed to the Sublessor at the address set forth herein, and to
such other person or place as the Sublessor may from time to time
designate in a notice to the Sublessee. Copies of any notices that are
sent between the Sublessor and Sublessee should be sent to ORE Holding
Company as the Landlord.
To Sublessor: Director-Site Operations-DowElanco-9330-Zionsville
Xxxx-Xxxxxxxxxxxx, XX 00000
To Sublessee: 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000
15. CONSENT BY LESSOR.
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY
VIA A LETTER BY THE LESSOR. (DATED ________________________ ).
16. COMPLIANCE.
The parties hereto agree to comply with all applicable federal, state
and local laws, regulations, codes, ordinances and administrative
orders having jurisdiction over the parties, property or the subject
matter of this Agreement, including, but not limited to, the 1964
Civil Rights Act and all amendments thereto, the Foreign Investment In
Real Property Tax Act, the Comprehensive Environmental Response
Compensation and Liability Act and The Americans With Disabilities
Act.
Sublessor: DOWELANCO Sublessee: IS 14, INC.
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By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Title: Director Site Operations Title: President
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Date: 2/14/97 Date: 2/14/97
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LESSOR'S CONSENT TO SUBLEASE
The undersigned ("Lessor), lessor under the Master Lease, hereby consents to
the foregoing Sublease without waiver of any restriction in the Master Lease
concerning assignment or subletting. Lessor certifies that, as of the date of a
execution hereof, Sublessor is not in default or breach of any of the
provisions of the Master Lease, and that the Master Lease has not been amended
or modified except as expressly set forth in the foregoing Sublease.
Lessor: ORE HOLDING COMPANY, A CALIFORNIA CORPORATION
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By:
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CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency or tax consequences of this document or the transaction to which it
relates. These are questions for your attorney.
In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with experience in evaluating the condition of the property, including the
possible presence of asbestos, hazardous materials and underground storage
tanks.
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SPECIAL STIPULATIONS
Sublessor agrees to sell Sublessee the three (3) existing work stations for
$550.00 each. These work stations will become the property of the Sublessee at
the end of the lease term.
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