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EXHIBIT 99.11
SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease") is made this 4th day of August,
1998, by and between UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation
(the "Sublessor") and LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware
corporation (the "Sublessee").
W I T N E S S E T H:
WHEREAS, Sublessor entered into a certain lease (the "Lease") dated June
18, 1992, with JWJ Company, a Michigan Co-Partnership (the "Lessor"), whereby
Sublessor leases approximately 31,243 quare feet of office space (the "Demised
Premises") in the building located at 0000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000, together with the non-exclusive right and easement to use the parking and
common facilities appurtenant thereto (a copy of said Lease is attached hereto
as Exhibit "A" and incorporated herein).
WHEREAS, the Sublessee desires to sublease a portion of the Demised
Premises from the Sublessor;
WHEREAS, the Sublessor desires to sublease a portion of the Demised
Premises from the Sublessor; and
WHEREAS, the Lessor has agree to allow the Sublessor to sublease a portion
of the Demised Premises to Sublessee.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
promises set forth herein, the adequacy, sufficiency and receipt of which are
hereby acknowledged by the parties hereto, the parties agree as follows:
1. Grant of Premises - Sublessor hereby demises and leases to Sublessee
and Sublessee hereby leases from Sublessor 11,019 net rentable square feet in
the Demised Premises or space currently occupied by Sublessor of which 10,395
are usable square feet and 624 square feet are common area (the "Subleased
Premises"), upon the terms and conditions set forth herein and as shown on
Exhibit "B" hereto.
2. Term and Commencement Date - The term of this Sublease shall be 6
months commencing as of August 4, 1998 and expiring on February 9, 1999.
3. Rent.
a. Rent for the entire term shall be Twelve Dollars ($12.00) per
square foot. Sublessee shall pay to Sublessor on the first day of each month, in
advance monthly prorated rent. All rental payments shall be due and payable on
the first day of each and every month during the term of this Sublease and any
extensions thereafter. The rent for the first month and for the last month of
this Sublease, if less than a full calendar month, shall be prorated.
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4. Utilities - Sublessor shall, throughout the term of the Sublease,
pay all Utility Costs Sublessor shall not be liable to Sublessee for any
failure, shortages, or interruption in the supply of any utility service unless
caused by the willful act of Sublessor.
5. Property Taxes -Sublessor shall, throughout the term of the
Sublease, pay all taxes (as defined in the Lease).
6. Maintenance -
A. Sublessor shall provide lawncare, snow removal and landscape
maintenance to the Subleased Premises. Sublessee shall
contract with Sublessor's current provider or Sublessor's own
janitorial service, to provide for Sublessee's janitorial
services required in connection with Sublessee's use of the
Subleased Premises.
B. Sublessee shall be responsible for payment of all costs
associated with janitorial services provided to the Subleased
Premises. Sublessor, at its cost, shall maintain, in
accordance with its responsibilities under the Lease, or
ensure that Lessor maintains in good condition (i) the
structural portions of the Subleased Premises and other
improvements that are a part of the Subleased Premises, such
structural parts include the foundations, load- bearing and
exterior walls, sub-flooring and roof, (ii) the electrical,
plumbing, and sewage systems, (iii) window frames, gutter, and
downspouts on the building and other improvements that are a
part of the Subleased Premises, and (iv) heating, ventilation
and air-conditioning systems servicing the Subleased Premises.
C. Sublessor shall repair the Subleased Premises if they are
damaged by (i) causes which Sublessee has no control, (ii)
acts or omissions of Sublessor, or its authorized
representatives, or (iii) Sublessor's failure to perform its
obligations under this paragraph.
7. Condition of Premises - Sublessor shall deliver the Subleased
Premises to Sublessee in its existing condition, provided however, that
Sublessor shall demise the subject space including closing all common openings
and providing a finished wall and removing all personal property and equipment.
Sublessor shall be responsible for removing any electrical and plumbing not
required in the Subleased Premises. Any improvements or renovations to the
Premises required by Sublessee prior to or during the Term of this Sublease
shall be completed (1) at Sublessee's sole expense, and (2) only upon Sublessee
obtaining Sublessor's and Landlord's written consent to such improvements or
renovations, which consent will not be unreasonably withheld. Sublessor shall
be responsible for any expenses associated with removing Sublessor's equipment
or furnishings from the Subleased Premises.
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8. Insurance -
(a) Sublessor shall, at all times during the terms of this Sublease,
arrange to provide fire and extended coverage insurance on the Subleased
Premises in an amount it deems reasonable.
(b) Additionally, during the term of this lease, Sublessee, all its
sole costs and expense, for the mutual benefit of Sublessor and Sublessee, shall
carry and maintain an insurance policy on the Premises in an amount of not less
than Two Million Dollars ($2,000,000.00) on account of bodily injuries to or
death of more than one person, Five Million Dollars ($5,000,000.00) on account
of bodily injuries to or death of more than one person as the result of one
accident or disaster, and One Million Dollars ($1,000,000.00) on account of
damage to property, with an insurance company rated "A" or better by A.M. Best &
Co.
9. Indemnification - Sublessee shall indemnify and hold Sublessor
harmless from and against any and all loss, cost, damage and expense resulting
from all liens (including Worker's Compensation claims) for damage or injury to
any person or property arising out of any or in any way connected with
Sublessee's use and occupancy of the Subleased Premises resulting from any act
or omission of Sublessee, its employees, agents, guests or invites with respect
to the Subleased Premises. Likewise, Sublessor hereby indemnifies and holds
Sublessee harmless from and against any and all loss, cost, damage and expense
resulting from acts or omissions by Sublessor with respect to the Subleased
Premises.
10. Compliance With Environmental Regulations. Sublessor hereby warrants
that, to the best of its knowledge, it, its beneficiaries and all prior
occupants of the Demised Premises have complied with all environmental
regulations, including regulations regulating hazardous waste disposal, issued
by federal, state or local environmental agencies. Sublessor shall further
indemnify and save harmless Sublessee from any claim of a violation of
environmental standards or hazardous waste disposal requirements resulting from
periods prior to the commencement date of this Sublease, whether brought by an
agency, a private citizen, or in a court procedure, and Sublessor shall, at its
cost, respond to all such claims for its benefit and for the benefit of
Sublessee. Likewise, sublessee warrants that it will comply with all such
environmental regulations and indemnify and save harmless Sublessor from damage
resulting solely from acts of Sublessee which violate such environmental
standards and to the extent such damage arises out of its occupancy of the
Subleased Premises. Provided, unless it is shown that Sublessee caused any such
environmental violations, it shall be presumed that the same existed prior to
the commencement dat of the Sublease.
11. Incorporation of Lease Terms - To the extent not inconsistent with
the terms of this Sublease, the terms, provisions, covenants and conditions of
the Lease are hereby incorporated herein by reference, subject to the following:
a. The term "Lessor" as used therein shall refer to Sublessor
hereunder, its successors and assigns and the term "Lessee" as
used therein shall refer to
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Sublessee hereunder, its successors and assigns but only with
respect to the Subleased Premises:
b. Each party hereto agrees to perform and comply with the terms,
provisions, covenants and conditions of the Lease and not to
do or suffer or permit anything to be done that would result
in a default under or cause the Lease to be terminated or
forfeited.
c. In connection with any assignment or subletting desired to be
made by Sublessee, in addition to the applicable provisions of
the Lease, Sublessee shall also obtain Sublessor's prior
written consent, which consent shall not be reasonably
withheld, and if such consent shall not be unreasonably
withheld, and if such consent is obtained, Sublessee shall
contact Lessor directly for the Lessor's consent, and if the
Lessor refuses to consent to such assignment or subletting,
Sublessor shall, on request in writing from Sublessee, use its
best effort to secure such consent from the Landlord.
d. Sublessor shall have a right to access the Subleased Premises
only during ordinary business hours with two business days
advance notice to Sublessee and only when accompanied by an
authorized agent/employee of Sublessee.
e. Sublessee, at its own cost, shall have the right to signage on
the street sign, building directories and on/near suite doorway entrance,
subject to both Sublessor's and Landlord's approval, which approval shall not be
unreasonably withheld.
12. Warranty and Indemnification - Sublessor hereby warrants that there
are no unpaid amounts due to Lessor under the Lease (other than further accruals
of Rent), nor are there any unpaid amounts due or liens against the fixtures,
trade fixtures, personalty, equipment or leasehold interests pertaining to the
Demised Premises, the Sublessee expressly disclaiming any liability or
responsibility therefore. Sublessor shall indemnify and hold harmless Sublessee
for any loss, liability and reasonable costs (including but not limited to
attorney fees) incurred by Sublessee due to a breach of this warranty.
13. Default -
A. The following Events of Default are separate from the Events
of Default as defined in the Lease and do not diminish in any
respect the Sublessor's obligations under the Lease. The
occurrence of one or more of the following events (an "Event
of Default") shall constitute default by the Sublessee:
(a) the rental payments are not paid at the time and place
due as provided herein. Sublessor shall give Sublessee
five (5) days written notice of Sublessor's intent to
declare Sublessee in default hereunder, and
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Sublessee shall have the right to cure such default
within ten (10) days from receipt of the notice;
(b) Sublessee fails to comply in any material respect with
any term, provision, condition or covenant of this
Sublease (other than the payment of rent), and does not
cure such failure within thirty (30) days after written
notice by Sublessor specifying such default;
(c) Sublessee files (or has filed against it) any petition
or action for relief under any creditor's law (including
bankruptcy, reorganization, or similar actions), either
in a state or federal court;
(d) Sublessee becomes insolvent or makes an assignment for
benefit of creditors;
(e) a receiver is appointed for Sublessee;
(f) the leasehold interest of Sublessee is attached or
levied upon;
(g) if any license, permit, approval or registration
required for the operation of the Sublessee's business
as a licensed and certified clinical reference
laboratory, whether presently issued or subsequently
required, shall expire without renewal or be canceled,
suspended, or materially limited in any respect; or
(h) any representation or warranty of Sublessee given or
made in connection herewith is not true, accurate, and
complete in all material respects.
B. If Sublessee shall commit an Event of Default, Sublessor shall
have the following remedies:
These remedies are not exclusive; they are cumulative in
addition to any remedies now or later allowed by law.
(a) Sublessor shall have the right to terminate this
Sublease and Sublessee's rights to possession of the
Subleased Premises at any time without notice to vacate,
re-enter the Subleased Premises, pursue its remedies at
law or in equity to recover from Sublessee all amounts
of rent then due or thereafter accruing, and pursue such
other damages as are caused by Sublessee's default;
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(b) No course of dealing between Sublessor and Sublessee or
any delay in exercising any rights that either party may
have under this Sublease shall operate as a waiver of
any of the rights hereunder, nor shall any waiver of a
prior default operate as a waiver of any subsequent
default or defaults and no express waiver shall affect
any condition, covenant, rule or regulation other than
the one specified in such waiver and that one only for
the time in the manner specifically stated.
C. In the event Sublessor defaults in keeping, observing or
performing any of the terms, provisions, covenants and
conditions, contained in the Lease, and such default is not
cured (or proper measures to cure such default commenced) by
Sublessor within the periods specified in the Lease for the
curing of such defaults, Sublessee shall have the right to
remedy such default after it gives Sublessor written notice
thereof in accordance with the terms of this Sublease. Is
Sublessee shall incur any expense in remending such default,
Sublessee shall be entitled to deduct such expenditures (to
the extent they are reasonable in amounts) paid by it from the
next monthly installment of rent falling due hereunder.
Sublessor agrees to send promptly to Sublessee a copy of any
notice of default received from Lessor.
14. Use - Sublessee may use the Subleased Premises for the operation
of a Clinical Reference Laboratory.
15. Subrogation - Sublessor's right under the Lease (except such
rights as are personal to Sublessor may be enforced against the Lessor by the
Sublessee on behalf of the Sublessor, and each party shall advise the other,
in writing, before taking any action to enforce such rights.
16. Lease Amendments - Sublessor agrees that it will not modify the
Lease without first obtaining the written consent of Sublessee to such
modification, which consent shall not be unreasonably withheld. This Sublease
may not be modified except in a writing signed by authorized representatives of
each party.
17. Notices - Notices which are required to be given pursuant to this
Sublessee shall be in writing and shall be addressed and served personally or
sent by prepaid registered or certified mail or nationally recognized overnight
courier service as follows:
If to Sublessor: Universal Standard Healthcare, Inc.,
a Michigan Corporation
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxx, CFO
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With a copy to: Krieg, DeVault, Alexander & Xxxxxxxx
Xxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000--0000
If to Sublessee: Laboratory Corporation of America Holdings,
a Delaware Corporation
000 X. Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx
with a copy to:
Xxxx Xxxxx, Esq.
Mezzullo & XxXxxxxxxx
0000 Xxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
and
Laboratory Corporation of America Holdings
0000 Xxxxxx Xxxx
Xxxxxx, Xxxx 00000
Attention: Lease Administrator
18. Use of Shared Areas - The Sublessee has the non-exclusive right to
reasonable use of the conference/board room and the lunch room in the building,
which shall be in common with the Sublessor and any other Sublessee.
19. Americans with Disability Act (ADA) - Sublessee agrees not to use the
Premises in any manner which would result in the use of the Subleased Premises
or the Subleased Premises itself becoming a "public accommodation" as that term
is defined in the Americans with Disabilities Act ("ADA") of 1990, as amended,
47 USC Section 17.101 et seq and hereby agrees to and does indemnify and hold
Sublessor harmless from any and all claims, liabilities, losses, damages, costs
and expenses, including reasonable attorney's fees incurred solely as a result
of any breach by Sublessee of this provision. Sublessee agrees to undertake and
complete, at its sole expense, any obligations, improvements or renovations
necessary for the Subleased Premises and its entryways to comply with the ADA,
provided, however, that such obligation arises solely as a result of Sublessee's
use of the Subleased Premises pursuant to this Sublease. Sublessor is
responsible for all other parking areas, building access and common areas with
respect to ADA compliance.
It is understood that the Universal Standard Healthcare, Inc. patient
service center restrooms are available for use by handicapped patients,
employees, agents, guests or invitees of the Laboratory
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Corporation of America Holdings in order to assist in complying with ADA
provisions. No additional rental charge will be assessed for the availability of
this space.
20. Subject to the prior rights of the Sublessor, Sublessee shall have a
right of first refusal to lease additional space in the Building. Sublessor
accordingly agrees that as space becomes available it shall notify Sublessee in
writing of the availability of the same and Sublessee shall have the right of
first refusal, subject to Sublessor's prior rights, except by written notice to
Sublessor within thirty (30) days of receipt of said notice, to lease sold space
on a reasonable portion thereto (referred to as a "Additional Premises"). Any
Additional Premises leased shall be under the same terms and conditions
contained herein.
21. So long as Sublessee has not been in default of any terms or
conditions of this Lease. Sublessee shall have the right to extend the terms of
this Lease for a period of time which will be determined after the initial 6
month period and with approval of the Lessor and commencing upon the expiration
of the original terms of this Lease. All terms and conditions of this Lease
shall remain the same including rental, which shall continue to be calculated by
$.50 per square foot per year. Sublessee's right to extend the term provided in
this Section 21 must be exercised, if at all, no later than thirty (30) days
prior to the expiration of the original term of this Sublease.
22. Entire Agreement - This Sublease constitutes the entire agreement
between the parties hereto and contains all of the covenants and provisions
between the parties with respect to the subject matter hereof. There is no
statement, promise, agreement or obligation in existence which may conflict with
the terms of this Sublease, or may modify, enlarge or invalidate this Sublease
or any provisions thereto.
23. Change in Law or Regulations- Notwithstanding anything in this
Sublease to the contrary, should legal counsel for Sublessor or Sublessee
reasonably conclude that this Sublease or Sublessee's use of the Subleased
Premises is or may be in violation of any law or regulation, or subsequent
changes in any applicable law or regulation, this Sublease shall terminate upon
a sixty (60) day notice to the other party unless within said sixty (60) day
period the parties agree to such modifications in this Sublease or use of the
Subleased Premises that may be necessary to establish compliance with the law or
regulation.
24. Condemnation- If the whole or any part of the Subleased Premises shall
be taken or condemned by any competent authority for any public or quasi public
use or purpose such as to render the Subleased Premises unsuitable for
Sublessee's use, in Sublessee's discretion, then the Term shall terminate from
the date of possession, and rentals shall be apportioned accordingly. The
condemnation award shall be paid to Sublessor or Lessor with the exception of
any portion as may be attributable to Sublessee's fixtures and personal
property, such portion shall be paid to Sublessee.
25. Fire or Other Casualty- Sublessor shall give immediate notice to
Sublessor of partial damage to the Premises by fire or other casualty. Sublessor
shall cause the damage to be repaired with reasonable speed. Rent shall be
proportionately reduced to the extent that the Subleased
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Premises are rendered untenantable. If the Subleased Premises are destroyed or
so damaged that in normal course the Subleased Premises cannot be made
tenantable within sixty (60) days, or if the damage occurs during the last
thirty (30) days of the term and Sublessee does not exercise any option to
renew, either Sublessor or Sublessee may terminate this Sublease by written
notice to the other. Rentals shall be adjusted as of the date of the damage, and
Sublessee shall vacate the Subleased Premises within twenty (20) days from the
notice of termination.
26. Quiet Enjoyment - Sublessor and Lessor agree that Sublessee upon
paying the rent and performing all the terms and conditions of this Sublease,
shall quietly have, hold and enjoy the Subleased Premises for the Term as herein
stated.
27. Successors and Assigns - The provisions of this Sublease shall bind
and inure to the benefit of the Sublessor and Sublessee and their respective
heirs, legal representatives and permitted assigns.
28. Lessor's Acknowledgment - Lessor joins in the execution of this
Sublease as the Lessor under the Lease, to acknowledge its approval and consent
to the subleasing of the Subleased Premises by Sublessor to Sublessee pursuant
to this Sublease; and Lessor does hereby grant its approval and consent to this
Sublease. In accordance with the terms of such consent, it is understood and
agreed by the parties that such approval and consent shall not be deemed a
release by Lessor of Sublessor's obligations and liabilities under the Lease.
[signatures appear on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Sublease
Agreement the day and year first above written.
In the presence of: UNIVERSAL STANDARD HEALTHCARE,
INC., a Michigan corporation
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxx
---------------------------- ---------------------------
/s/ Xxxxxx X. Xxxxxx Its: C.F.O.
---------------------------- ---------------------------
LABORATORY CORPORATION OF
AMERICA HOLDINGS, a Delaware
corporation
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------- ---------------------------
Its: E.V. President
---------------------------- ---------------------------
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STATE OF MICHIGAN )
) SS.
COUNTY OF XXXXX )
On this 4th day of August, 1998, before me, a Notary Public, personally
appeared Xxxx Xxx to me known to be the Chief Financial Officer of Universal
Standard Healthcare, Inc., and who executed the foregoing instrument on behalf
of said corporation by authority of its board of directors and acknowledged the
same as the free act and deed of the corporation.
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------------
Notary Public, County of Xxxxx
---------------------
My Commission Expires: July 2, 0000
---------------------
XXXXX XX XXXXX XXXXXXXX)
) SS.
COUNTY OF ALMANCE )
On this 4th day of August, 1998, before me, a Notary Public, personally
appeared Xxxxxxxx X. Xxxxx to me known to be the Exec. Vice President of
Laboratory Corporation of America Holdings, and who executed the foregoing
instrument on behalf of said corporation by authority of its board of
directors and acknowledged the same as the free act and deed of the
corporation.
/s/ Xxxxxxxx X Xxxxxxx
-------------------------------------------
Notary Public, County of Alamance
------------------
My Commission Expires: 10/17/99
------------------
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CONSENT TO SUBLEASE
On behalf of JWJ COMPANY, a Michigan Co-Partnership, the undersigned hereby
acknowledges and consents to this Sublease.
In the event Universal Standard Healthcare, Inc. defaults on payment to JWJ
Company, Laboratory Corporation of America Holdings may make rental and any
other applicable payments, directly to JWJ Company. All aspects of original
Lease supersede this Sublease Agreement and continue to be enforceable against
Universal Standard Healthcare in accordance with the terms therein.
JWJ Company agrees to the terms and conditions of this Sublease Agreement in the
event of default.
JWJ COMPANY, a Michigan
Co-Partnership
By: /s/ Xxxx X. Xxxxxx, Ph.d.
----------------------------
Its:
----------------------------
Acknowledged by Universal Standard Healthcare, Inc.: /s/ Xxxx X. Xxx
--------------------------
Signature and Date
Acknowledged by Laboratory Corporation of America Holdings: /s/ Xxxxxxxx X.Xxxxx
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Signature and Date 8/4/98
---------------------
Sublessee will begin Sublease on August 4, 1998. Document effective on that
date.
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