EX-10.44
NU SKIN INTERNATIONAL, INC.
NU SKIN USA, INC.
SUBLEASE AGREEMENT
This Sublease Agreement ("Lease") is entered into and made effective this 1st
day of January 1998 (the "Effective Date") by and between Nu Skin International,
Inc. ("Lessor"), having a place of business at 00 Xxxx Xxxxxx Xxxxxx, Xxxxx,
Xxxx 00000 and Nu Skin USA, Inc. ("Lessee"), having a place of business at 00
Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000. The Lessor and Lessee may be hereinafter
referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. Lessor is the lessee of the premises described below, having space for
sublease on such premises; and
B. Lessee desires to lease space from Lessor in such premises on
the terms and conditions hereafter set forth.
AGREEMENT
In consideration of the mutual covenants contained herein, the Parties agree as
follows:
1. Leased Space.
A. Lessor hereby leases to Lessee certain office, warehouse,
distribution, and other related space collectively hereinafter
referred to as "Space") in the amounts of square footage and
located in the office buildings as set forth on Exhibit "A"
attached hereto. As of the Effective Date, the occupied area
used by Lessee consists of approximately 114, 123 sq. ft. of
Space.
B. The Space shall be used for the purposes set forth in Exhibit
B hereto.
2. Term.
A. The initial term ("Term") of this Lease shall be for a period
of 5 years commencing on the Effective Date and continuing
year-to-year thereafter. This Lease shall renew automatically
for subsequent terms of 1 year, unless either Party notifies
the other in writing at least ninety (90) days prior to the
expiration of the initial or any renewal Term(s).
B. Lessee shall surrender the Space to Lessor immediately upon
termination or expiration of this Lease.
3. Rent.
A. During the first year of the Term hereof, Lessee shall pay an
annual rent of $1,744,135.00 (the "Annual Rent"). The Annual
Rent reflects a blended per square foot rental amount of
US$15.28 per square foot. The Annual Rent shall be satisfied
through monthly payments of $US 145,344.58, due and payable on
the first day of each month.
B. Effective as of January 1, 1999 and as of each January 1
thereafter during the Term of this Lease and any renewals
thereof, the Annual Rent Asahi be adjusted in accordance with
changes in the Consumer Price Index. The Consumer Price Index
shall mean the average for "all items" shown on the "United
states city average for urban wage earners and clerical
workers, all items, groups, sub-groups, and special groups of
items as promulgated by the Bureau of Labor Statistics of the
United States Departments of Labor." using the period
1982-1984 as a base of 100.
C. In no event, however, shall the Annual Rent be less than
$1,744,000.00 ($ 15.28/blended sq. ft.) nor more than
$2,000,000.00 ($ 17.52/blended sq. ft.). In the event that the
Consumer Price Index is substantially revised, an adjustment
shall be made in the revised Consumer Price Index which would
produce results equivalent, as nearly as possible, to those
which would have been obtained if the Consumer Price Index
shall become unavailable to the public because publication
discontinuation or otherwise, then the Prorates shall agree to
an alternative measurement.
D. In the event Lessee should fail to pay any installment of rent
or any other sum due under this Lease with 30 days after such
sum is due, Lessee shall pay to Lessor, as additional rent, a
late charge equal to 10 percent of each installment or sum.
Waiver of the late charge equal to 10 percent of each
installment or sum. Waiver of the late charge with respect to
any installment or sum shall not be deemed to constitute a
waiver with respect to any subsequent installment or sum so
due.
4. Use.
A. In addition to being used for the purposes specified in
Exhibit "B" attached hereto, Lessee shall comply with the
Rules and Regulations attached hereto as Exhibit "C" and with
all rules, regulations, ordinances, statues, and other lawful
requirements of governmental agencies, consistent with
Lessee's use thereof.
B. Lessee shall not use or permit the Space to be used for any
purpose(s) other than those set forth in this Lease and the
Exhibits hereto. Lessee shall neither permit on the Space any
activity, including any act, sale or storage of any substance
that may be prohibited under standard forms of fire insurance
policies, nor use the Space for any such purpose. In addition,
no use shall be made or permitted to be made that shall result
in:
1. The use or storage of hazardous materials or waste;
2. Public or private nuisance that may disturb the quiet
enjoyment of other tenants in the buildings;
3. Improper, unlawful, or objectionable use, including
sale, storage, or preparation of food, alcoholic
beverages, or materials generating an odor on the
Space; or
4. Noises or vibrations that may disturb other tenants.
5. Security Deposit.
No deposit is requested and no deposit has been made.
6. Abandonment.
Lessee shall not vacate or abandon the Space, or any portion thereof, at any
time during the Term of the Lease. If Lessee does vacate or abandon the Space
(or any portion thereof) of is dispossessed by process of law, any personal
property belonging to Lessee and left in or on the Space shall be deemed
abandoned at the option of Lessor and shall become the property of Lessor.
7. Taxes.
Lessor shall pay real property taxes and assessments associated with the Space
during the Term of this Lease.
8. Utilities, Other Costs.
A. Lessor shall pay all charges for water, sewer, garbage
removal, power and gas.
X. Xxxxxx shall provide for Space and common area janitorial
service and maintain the Space in a clean and orderly manner.
X. Xxxxxx shall ensure the removal of snow in the parking and
walkway areas during applicable seasons., lessor shall further
keep walkways salted and free from snow buildup.
X. Xxxxxx shall provide office furniture, equipment (including
reasonable computer, printing and photocopying equipment), and
office supplies that may be reasonably requested by Lessee and
in accordance with Lessor's polices with respect to its
business operations in the Space. Less shall have access to
all facilities and services available within the Space at no
additional cost to Lessee.
9. Alterations, Modifications and Repairs.
A. Lessee shall maintain the Space in a reasonable and well kept
and shall not alter, repair or change the Space including, but
not limited to addition of cables, electrical wires, etc.,
that may damage walls, without prior, express, and written
consent of Lessor.
B. All alterations, improvements, and changes that Lessee may
desire shall be done either by or under the direction of
Lessor, and at the expense of Lessor and shall become the
property of Lessee and remain on the Space.
C. All damage or injury done to the Space by Lessee, its agents
or employees, or any person who may be in or on the Space with
the consent of Lessee shall be paid for be Lessee.
D. Lessee shall, at the termination of the Lease, surrender the
Space to Lessor in as good condition or the same condition as
when entered upon by Lessee excepting ordinary wear and tear.
X. Xxxxxx shall be responsible for making all routine repairs,
maintaining the landscape and performing routine maintenance.
Lessee shall permit Lessor and Lessor's agent to enter the
Space at all reasonable times to inspect and maintain the
building and Space, make repairs, alternation, or additions to
the Space, or any portion of the building, including the
erection of scaffolding, props or other mechanical devices, to
post notices or non-liability for alternations, additions or
repairs.
10. Insurance.
The Parties shall each obtain and keep in force during the Term of this Lease, a
policy of comprehensive general liability insurance naming the other Party as an
additional insured.
11. Assignment and Sublease.
A. Lessee shall not assign any rights or duties under this Lease
nor sublet the Space or any part of the Space nor allow any
other person to occupy or use the Space without the prior,
express, and written consent of lessor. A consent to one
assignment, sublease or occupation or use by any other person
shall not be consent to any subsequent assignment, sublease,
or occupation or use by another person. Any assignment or
subletting without consent shall be void.
B. This Lease shall not be assignable without the written consent
of both Parties.
12. Breach or Default.
A. The occurrence of any one or more of the following events
shall constitute a material default in breach of this Lease by
Lessee:
1. Vacation or abandonment of the Space, including, but
not limited to, any absence of Lessee from the Space
for 30 business days or longer.
2. Failure by Lessee to make any payment required under
this Lease as and when due, where such failure shall
continue for a period of 30 days after written notice
form Lessor.
3. Failure by Lessee to observe or to perform any of the
covenants, conditions, or provisions of this Lease,
other than the making of any payment, where such
failure shall continue for a period of 60 days after
notice of such failure from Lessor or such additional
period of time as is reasonably necessary to cure
such failure, provided Lessee diligently prosecutes
such cure.
B. In the event of any default by Lessee, in addition to any
other remedies available to Lessee at law or in equity, Lessee
shall have the immediate option to terminate this Lease and
all rights of Lessee under this Lease.
C. In the event of any such default by Lessee, Lessor shall also
have the right, adhering to applicable legal processes, with
or without terminating this Lease, to re-enter the Space and
remove all persons and property from the Space. Such property
may be removed and stored in a public warehouse or elsewhere
at the cost of or on the account of Lessee.
D. In the event of any such default by Lessee, Lessor shall also
have the right, adhering to applicable legal processes, with
or without terminating this lease, to reenter the Space and to
relet it.
E. In the event of any default by Lessor, which default shall
remain uncured after 30 days' notice to Lessor, Lessee shall
have all rights and remedies provided by applicable law,
including, but not limited to , rights of offset against the
Annual Rent, injunctive relief and other equitable and legal
remedies.
13. Indemnification.
A. Lessee shall indemnify, defend, and hold Lessor harmless from
any and all claims and damages (including reasonable attorney
fees and costs) arising from Lessee's use of the Space or the
conduct of its business or from any activity, work or thing
done, permitted or suffered by Lessee, in or about the Space
and/or the buildings in which the Space is located, unless
caused by the negligent acts of Lessor or Lessor's agents or
employees.
B. Each Party Lessee shall indemnify, defend, and hold the other
harmless from any and all claims and damages (including
reasonable attorney fees and costs) arising from their
respective breach or default in any of the terms or conditions
of this Lease, or arising form any act of negligence, fault,
or omission of their respective agents, employees or invitees,
and from and against any and all cost, reasonable attorney
fees, expenses and liabilities incurred in or about such claim
or any action or proceeding brought on such claim.
14. General.
A. Governing Law. It is agreed that this Lease shall be governed
by, construed, and enforced in accordance with the laws of the
State of Utah.
B. Waivers. Waivers by Lessor of any breach of any covenant or
duty of lessee under this Lease is not a waiver of a breach of
any other covenant or duty of Lessee. or of any subsequent
breach of the same covenant of duty.
C. Entire Agreement. This Lease shall constitute the entire
agreement between the Parties. Any prior understanding or
representation of any kind preceding the date of this Lease
shall not be binding upon either Party except to the extent
incorporated in this Lease Agreement.
D. Assignment/Modification of Agreement. Any assignment or other
modification of this Lease or additional obligation assumed by
either Party in connection with this Lease shall be binding
only if evidenced in writing signed by each Party.
E. Notices. All notices, demands, or other writing in this Lease
to be given, made or sent or which may be given, made or sent
be either Party to the other, shall be deemed to have been
fully given , made, or sent when made in writing and either
personally delivered or deposited in the United States mail,
return receipt requested, and addressed as follows:
TO LESSOR: At the address set forth at the beginning of this Lease.
TO LESSEE: At the address set forth at the beginning of this Lease.
F. Invalidity. The invalidity or illegality of any provision of
this Lease shall not affect the remaining provision of this
Lease.
IN WITNESS WHEREOF, the Parties hereto have executed this Lease on the Effective
Date above written.
NU SKIN INTERNATIONAL, INC. NU SKIN USA, INC.
By: /s/ Xxxxxx X. Xxxx By: /s/Xxxxx X. Halls
Name: Xxxxxx X. Xxxx Name: Xxxxx X. Halls
Its: Executive Vice President Its: Vice President
EXHIBIT A
LOCATION AND DESCRIPTION OF SPACE
One Nu Skin Plaza
00 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Common Sub
Space Area Total %Allocation Total
------ ------ ----- ----------- ------
17,942 8,016 25,958
Xxxxx Building
00 Xxxxx 000 Xxxx
Xxxxx, Xxxx 00000
Common Sub
Space Area Total %Allocation Total
------ ------ ----- ----------- ------
1,315 501 1,816
Distribution Center
000 Xxxx 0000 Xxxxx
Xxxxx, Xxxx 00000
Common Sub
Space Area Total %Allocation Total
------ ------ ----- ----------- ------
74,215 12,024 86,349
EXHIBIT B
PURPOSES
Name of Building/Space Permitted Uses
---------------------- --------------
One Nu Skin Plaza Office Space
00 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Xxxxx Building Office Space
00 Xxxxx 000 Xxxx
Xxxxx, Xxxx 00000
Nu Skin Distribution Center -Office Space
275 East 1325 South -Packaging/Shipping
Xxxxx, Xxxx 00000 Center
EXHIBIT C
Lessee agrees to comply fully with the following rules and regulations and with
such reasonable modifications of and additions to such rules and regulations as
lessor may make from time to time.
Any sign, lettering, picture, notice, or advertisement installed within the
Space that is visible to the public from within the building shall be installed
in such a manner and be of such character and style as Lessor shall approve in
writing. No sign, lettering, picture, notice, or advertisement shall be placed
on any outside window or in a position to be visible from outside the building.
Lessee shall not advertise the business, profession, or activity of Lessee
conducted in the building in any manner that violates any code of ethics adopted
by an recognized association or organization pertaining to the business,
profession, or activity, shall not use the name of the building for any purpose
other than that of the business address of Lessee.
Lessee shall not obstruct sidewalks, entrances, passages, courts, corridors,
vestibules, halls, or stairways in or about the building, nor shall Lessee place
objects against doors or windows that would be unsightly from the building's
corridors or from the exterior of the building.
No animals or pets or bicycles or other vehicles shall be brought or permitted
to be in the building or the Space.
Lessee shall not make excessive noises, cause disturbances or vibrations, or use
or operate any devices that emit loud sound or air waves that may disturb or
annoy other tenants or occupants of the building or that would interfere with
the operation or any device or equipment or radio or television broadcasting or
reception from or within the building or elsewhere.
Lessee shall not make any room-to-room canvass to solicit business from other
tenants of the building.
Lessee shall not create any odors that may be offensive to other tenants or
occupants of the building.
The building is a no-smoking building and Lessee shall not, nor allow its
invitees to smoke while in the building or Space.
Lessee shall not waste electricity, water, or air conditioning, and shall
cooperate fully with Lessor to assure the most efficient operation of the
building's heating and air conditioning system. Lessee shall not adjust any
controls other than room thermostats installed for Lessee's use. Lessee shall
not tie, wedge, or otherwise fasten open any water faucet or outlet. Lessee
shall keep all corridor doors closed.
No additional locks or similar devices shall be attached to any door and no
locks shall be changed without lessor's prior written consent.
Lessee assumes full responsibility for protecting the Space from theft, robbery,
and pilferage. Except during Lessee's normal business hours, Lessee shall keep
all doors to the Space locked and other means of entry to the Space closed and
secure.
No peddlers, solicitors, or beggars shall be allowed in the building, and if
present, shall be reported by Lessee to Lessor.
No person not employed, contracted for, or approved by Lessor shall perform any
window washing, cleaning, repairing, janitorial, decorating, painting, or other
services or work in or about the Space.
Lessee shall not in any manner deface or injure the building.
Lessee shall not bring into the building or the Space inflammables such as
gasoline, kerosene, naphtha, and benzene, or explosives, or any other articles
or any intrinsically dangerous nature. If by reason of the failure of Lessee to
comply with the provisions of this paragraph, any insurance premium payable by
Lessor for all or any part of the building shall at any time be increased,
Lessor shall have the option either to terminate the Lease Agreement or to
require lessee to make immediate payment of the amount of such increase.
Lessee shall not install or operate any steam or internal combustion engine,
boiler, machinery, refrigeration or heating device or air conditioning
apparatus, or carry on any mechanical business in or about the building or
Space.
Lessee shall be responsible for the observance of all of the rules and
regulations by Lessee's employees, agents, clients, customers, invitees, and
guests, Lessor shall not be responsible for any violation of the rules and
regulations by other tenants of the building and shall have no obligation to
enforce the rules and regulations against other tenants.
The work "Building" as uses herein means the building of which the Space is a
part.
HIGH RISE $32 PER SQ FOOT
USA HIGH RISE SQUARE FOOTAGE 25,958
RENT (INCLUDES SPACE, UTILITIES, EQUIPMENT)
SPACE-$14.00 PER SQUARE FOOT 363,412
UTILITIES-$3.5 PER SQUARE FOOT 90,853
PROPERTY TAXES-$1.70 PER SQUARE FOOT 4,413
FURNITURE & FIXTURES-$12.80 PER SQUARE FOOT 332,262
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790,940
USA XXXXX BUILDING SQUARE FOOTAGE 1,816
RENT (INCLUDES SPACE, UTILITIES, EQUIPMENT)
SPACE - $10 PER SQUARE FOOT 18,160
UTILITIES - $3.5 PER SQUARE FOOT 6,356
PROPERTY TAXES - $1.70 PER SQUARE FOOT 3,087
FURNITURE & FIXTURES - $12.80 PER SQUARE FOOT 23,245
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50,848
USA DISTRIBUTION CENTER SQUARE FOOTAGE 86,349
RENT (INCLUDES SPACE, UTILITIES, EQUIPMENT)
SPACE- $3.5 PER SQUARE FOOT 302,222
UTILITIES - $3.5 PER SQUARE FOOT 302,222
PROPERTY TAXES - $1.70 PER SQUARE FOOT 146,793
FURNITURE & FIXTURES - $1.75 PER SQUARE FOOT 151,111
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