1
EXHIBIT 10.18
SUBLEASE AND SERVICE AGREEMENT
THIS AGREEMENT is made and entered into by and between Advanced Modular
Power Systems, Inc., a corporation ("Sublessor") and Genomic Solutions, Inc., a
corporation ("Sublessee") as of January 1, 2001. This Agreement also has a
signed and executed Appendix which is made a part of this Agreement.
WITNESSETH:
WHEREAS, Sublessor presently leases the following described premises under
that certain Master Lease dated January 1, 1999, between Highland Industrial
Properties, L.L.C., as Landlord, (hereinafter called "Landlord") and Sublessor
as tenant (hereinafter the "Lease"), a copy of which Lease has been received by
Sublessee:
2250 square feet of space (includes allocation of common areas) at 0000
Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx 00000, including one (1) office and
twelve (12) cubicles (hereinafter the "Premises");
and
WHEREAS, Sublessor now desires to sublease the Premises to Sublessee, and
Sublessee desires to sublease all of the agreed to space on Premises from
Sublessor.
NOW, THEREFORE, in consideration of the sum of $ 10.00, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Grant. Sublessor hereby subleases to Sublessee, its successors and
assigns, all of its right, title and interest in and to the Premises; TO HAVE
AND TO HOLD THE SAME unto Sublessee, its successors and assigns, from and after
January 1, 2001, through December 31, 2001, unless terminated as hereinafter
provided, subject to the rental, terms, covenants and conditions contained
herein. In addition to the Premises, Sublessee shall have access, in common with
others, to the common facilities, the reception area, receiving and shipping
areas, conference rooms, employee cafeteria, and storage areas.
2. Rent. From and after January 1, 2001, Sublessee hereby agrees to pay
monthly in advance on the first day of each month the sum of $4800 Rent ($25.60
per sq. ft) beginning January 1, 2001.(1) In addition, Sublessee shall pay its
prorata share (based on the estimated life of the item compared to the term of
the Sublease) of any major repairs or replacements.(2)
3. Obligation to Landlord. Sublessee hereby agrees that the obligations
herein assumed by Sublessee shall inure jointly and severally to the Landlord
and to the Sublessor herein and to the successors and assigns of each. Sublessor
shall promptly forward to Landlord all rents received from Sublessee pursuant to
paragraph 2, together with such additional rental amounts necessary for full
payment of the rent due under the Lease. In the event Sublessor defaults under
the terms of the Lease, Sublessor shall indemnify and hold Sublessee harmless
from and against any and all claims, liabilities, costs or expense, including
reasonable attorneys' fees incurred by Sublessee as a result of Sublessor's
default under the Lease. Sublessor grants and assigns to Sublessee the right to
receive services and benefits as Tenant under the Lease.
4. Lease. Sublessee's rights pursuant to the Sublease are subject and
subordinate at all times to the Lease and to all of the covenants and agreements
of the Lease, except as expressly modified by this Sublease.
--------
(1) The monthly rental rate is considered full service gross and no other
expense shall be incurred by Sublessee except as defined within this Agreement.
(2) Sublessee shall have the right to review cost prior to assessment.
Sublessee will pay pro rata share on a NET 30 basis.
Page 1
2
Sublessee shall not do anything in connection with Sublessee's use or occupancy
of the Premises which would violate any Lease covenants or agreements. As to the
Premises, Sublessee expressly assumes to be bound by all obligations, covenants
and restrictions which are set forth in the Lease in the same manner as these
obligations, covenants and restrictions are binding upon Sublessor, as Tenant
under the Lease, except as expressly modified by this Sublease. Except as
modified hereby, Sublessee shall perform all of Sublessor's duties and
obligations under the Lease which relate to the Premises. Sublessor shall have
the same rights against Sublessee with respect to this Sublease as the Landlord
has against the Sublessor, as Tenant, pursuant to the Lease. The Landlord, under
the Lease, or the Sublessor may enforce against Sublessee, each in its own
capacity, any of the rights granted to the Landlord or hereunder pursuant to the
Lease, except as expressly modified by this Sublease. Sublessor may not grant to
Sublessee, and nothing in the Sublease shall be construed or interpreted to
grant, any greater rights than the Sublessor has received as Tenant from the
Landlord pursuant to the Lease. Sublessee does not have any greater rights
against Sublessor with respect to this Sublease or the Premises than Sublessor
has as Tenant against the Landlord with respect to the Lease and the Premises.
5. Services. Sublessor shall provide Sublessee with telephone instruments
and use of switch, utilities (including high purity distilled water), janitorial
services, ordinary maintenance and repair as part of the Base Rent for ordinary
office use. Sublessee shall pay for the cost of repairing or replacing the
telephone instruments or other equipment which become damaged or inoperable due
to Sublessee's use. Sublessee shall pay for its telephone service beyond
reasonable local calls, including all international calls.
6. Assignment and Subletting. Sublessee shall not voluntarily, by
operation of law, or otherwise, assign or permit to be assigned this Sublease or
any interest herein or sublease the Premises or any part thereof without written
consent of the Landlord and Sublessor. Sublessor's consent shall not be
unreasonably withheld or delayed. Sublessee shall have the right, without
Sublessor's approval to assign or sublease all or any part of the premise to any
parent, subsidiary, affiliated company or entity into which it is merged.
7. Default. The failure to comply with any of the terms and conditions
hereof by Sublessee shall constitute a default hereunder. In addition, any act
or omission by Sublessee which could constitute a default by Sublessor as Tenant
under the Lease shall constitute a default by Sublessee under this Sublease.
Sublessor has the right, but not the obligation, to cure any act or omission by
Sublessee which would constitute a default under the Lease or could after notice
and the passage of time, constitute a default under the Lease and to recover
from the Sublessee the costs incurred by Sublessor, including attorneys' fees,
in curing the act or omission by Sublessee. All remedies provided by the Lease
which are hereby expressly incorporated by reference, shall be available to
Sublessor against Sublessee in the event of default. Failure to perform any
covenant, term or condition hereof which is not cured within ten (10) days after
receipt of written notice by Sublessee from Sublessor shall constitute a default
under the Lease and hereunder and entitle Sublessor to all rights of the
Landlord under the Lease or at law. In the event of default by Sublessor under
the Lease, Sublessee shall attorn to Landlord at Landlord's request. Sublessee
shall have all rights against Sublessor as Tenant has against Landlord under the
terms of the Lease.
8. Restoration of Premises. No alterations or improvements to the
Premises shall be made without the prior written consent of the Landlord and of
the Sublessor. All fixtures, equipment, improvements and installations
(Property) attached to, or built into, the Premises at the commencement of, or
during the term of, the Sublessee shall, upon termination of this Sublease, and
without any obligation of Sublessor to compensate Sublessee therefor, be and
remain part of the Premises and be deemed the property of Sublessor, provided
that Sublessee shall have the obligation to remove any of its trade fixtures,
furniture and equipment and such alterations and improvements made during the
term hereof if so requested by Sublessor. In the event of such removal,
Sublessee agrees to promptly reimburse Sublessor for the cost of necessary
repairs required as the result of damage done to the Premises or the Building.
Any of the Sublessee's property not removed at the expiration or termination of
the Lease shall remain the property of the Sublessor.
9. Security. Sublessor has a current contract with the Department of
Energy and Lockheed Xxxxxx which is currently interpreted as being subject to
ITAR (International Trafficking in Arms Regulations). Sublessor does not do any
Classified Research. However, ITAR require that access to technical information
and materials for the project in question be restricted to United States
citizens and permanent residents of the United States (green cards). Sublessee
agrees that in the event that it has employees or visitors that are not either
United States citizens or permanent residents of the United States, they will
identify them to Sublessor upon entry. Sublessor will provide
Page 2
3
identification which will be worn by such employees or visitors at all times
while on the premises in order to demonstrate their status. Further, Sublessee
agrees to instruct Sublessee's staff and visitors to respect the posted signs
and not to enter into areas into which entry is limited to certain authorized
personnel. Sublessee agrees that it will further instruct its staff that after
ordinary business hours, entry to restricted areas will be limited to those
persons to whom entry is specifically permitted.
10. Insurance. Sublessee, at its sole expense, will obtain and maintain at
all times until termination of this Sublease and surrender of the Premises to
Sublessor, a primary policy of insurance covering the Premises and providing the
insurance protection described in this Section. The liability coverage under the
primary policy will name Sublessor and Landlord as additional insured parties,
and will provide comprehensive general public liability insurance including
blanket contractual coverage against claims for or arising out of bodily injury,
death or property damage, occurring in, on or about the Premises or property in,
on or about the streets, sidewalks or properties adjacent to the Premises. The
limits of coverage will be, initially, if dual limits are provided, not less
than One Million Dollars ($1,000,000.00) with respect to injury or death of a
single person, not less than One Million Dollars ($1,000,000.00) with respect to
any one occurrence and not less than One Million Dollars ($1,000,000.00) with
respect to any one occurrence of property damage, or, in the alternative, a
single limit policy in the amount of One Million Dollars ($1,000,000.00). The
insurance policy or policies to be provided by Sublessee hereunder shall be
issued by an insurance company or companies having an A.M. Best Company rating
of not less than "A". Each policy procured by Sublessee under this Section must
provide for at least thirty (30) days written notice to Sublessor of any
cancellation. Sublessee shall provide evidence satisfactory to Sublessor of such
insurance.
11. Environmental Matters. Sublessee shall be fully responsible, at its
own expense, for the control and appropriate handling of any hazardous or toxic
(including radioactive) chemicals, materials or other substances used or stored
on the Premises in connection with Sublessee's business conducted therein.
Sublessor shall be fully responsible, at its own expense, for the control and
appropriate handling of any hazardous or toxic (including radioactive)
chemicals, materials or other substances on the Premises. Sublessee shall not
spill, introduce, discharge or bury any hazardous or toxic chemical, substance
or contaminant of any kind in, on, or under the Premises or any portion thereof,
or permit the discharge thereof into the sanitary or storm sewer or water system
serving the Premises, or into any municipal or other governmental water system
or storm and/or sanitary sewer system without first obtaining the written
license, permit or other approval of all governmental agencies having
jurisdiction there over, and in any event Sublessee shall employ all appropriate
safeguards and procedures necessary or appropriate to protect such systems from
contamination. Sublessee shall undertake, at its expense, any necessary and/or
appropriate cleanup process in connection with any breach of the foregoing
covenant, and without limiting Sublessee's other indemnity or insurance
obligations under this Sublease, Sublessee shall indemnify and hold harmless
Sublessor and Landlord from and against all liability, whether direct, indirect,
consequential or otherwise, arising from any incident or occurrence on or about
the Premises during Sublessee's occupancy pertaining to any hazardous or toxic
chemical, substance or contaminant caused by or permitted to occur by Sublessee.
The obligation of Sublessee under this Section, including expressly but without
limitation the foregoing indemnity, shall survive the expiration or earlier
termination of this Sublease, anything to the contrary contained herein
notwithstanding. Sublessor will provide warranties concerning the absence of
hazardous materials currently and will be responsible for all costs associated
with the removal of any that are present for the land and building throughout
the Lease term if said materials are not as a result of Sublessee's activities.
Page 3
4
12. Notices. Any notice, consent, approval, agreement, certification,
request, invoice, xxxx, demand, statement, acceptance or other communication
hereunder ("Notice") shall be in writing and shall have been duly given or
furnished if delivered personally or mailed in a postpaid envelope (registered
or certified mail only) addressed to Sublessor or Sublessee at the address set
forth below, or to such other address or addressee as either party may designate
by a Notice given pursuant thereto:
Sublessor: Advanced Modular Power Systems, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxx
Sublessee: Genomic Solutions, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxx Xxxxx, XX 00000
13. Termination. Either party may terminate this Sublease with 30 days
advance notice, except that Lease may not be terminated prior to December 31,
2001 and Sublessee guarantees performance through that date.
14. Interpretations and Meanings. All words used in this Sublease shall
have the same meaning as the words used in the Lease, unless specifically
defined to the contrary in the Sublease.
15. Access. Sublessee shall have access to space 24 hours per day, 7 days
per week. Sublessee shall have access to use of HVAC controls after normal
business hours within reasonable usage.
16. Current Status. Sublessor represents that as of the date of this
Sublease it has not received notice of any default under the Master Lease, and
that the Master Lease is in full force and effect without modification.
Sublessor further represents that it will not voluntarily surrender the Premises
or terminate the Master Lease without prior consent of the Sublessee.
17. Holdover. In the event Sublessee shall wish to extend after the
expiration or earlier termination of the term of this Sublease such tenancy
shall be subject to approval of Sublessor and be for a month-to-month tenancy.
During such tenancy Sublessee agrees to pay Sublessor 100 percent of the rate
payable per Sublease during the last month of the lease term as set forth
herein.
18. Quiet Enjoyment. Sublessor covenants that as long as Sublessee shall
pay rent and all other amounts Sublessee shall be required to pay hereunder
within any applicable grace period and shall duly observe, perform, and comply
with all of the terms, covenants and conditions of this Sublease on its part to
be observed, performed, or complied with, Sublease shall subject to all the
terms of the Master Lease and this Sublease, peaceably have, hold and enjoy the
Premises during the Term without malestation or hindrance of Sublessor.
Page 4
5
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this instrument
as of the date first above written.
SUBLESSOR:
WITNESSES: ADVANCED MODULAR SYSTEMS, INC.
/s/ By: /s/ Xxxxxx Xxxx
---------------------------- -----------------------------------
/s/ Its: Chairman
---------------------------- ----------------------------------
SUBLESSEE:
GENOMIC SOLUTIONS INC.
/s/ By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------- ---------------------------------
---------------------------- Its: Executive Vice President
Chief Financial Officer
Secretary and Treasurer
Page 5
6
CONSENT TO SUBLEASE
The undersigned, in consideration of the covenants and agreements expressed
in the above and foregoing Sublease, consents to the sublease of the above Lease
from Sublessor to Sublessee above named, subject to the payment of all rent
reserved therein and the performance of all covenants, conditions and terms
therein contained, provided that nothing contained herein shall be construed as
a release of the Sublessor of any obligations, duties or covenants contained in
the Lease.
LANDLORD:
By:
Printed Name:
Its:
Page 6
7
APPENDIX TO GENOMIC SOLUTIONS, INC. LEASE OF 0000 XXXXXXX XXXXX
1. Space Breakdown:
Cubicle Space 1650 sq. ft.
Office & Common Area Space 600 sq. ft.
Total 2250 sq. ft.
Cubicle space (Cubicles 1 through 12).
Office is one front, windowed offices (Room 17). [All rooms as designated on the
Building Plan, attached and part of this Appendix]. Lessee also has
non-exclusive access to cafeteria, hallways, common rooms such as conference
rooms and toilets, copy room, etc.
Furniture/Accessories
Sufficient phones for all space, offices and labs,
segregated with reasonable local calls included in base
rate
Name and Logo on entry door and entrance foyer
Furniture, as needed for space
Desks
Chairs
Tables
Bookcases
Other furniture as may be needed and as available
from AMPS
Nameplates/GSI on cubicle
/s/ Xxxxxx Xxxx Xxxxxx X. Xxxxxxxxxx
------------------------------- ---------------------------------------
for AMPS, Inc. (Chairman) for Genomic Solutions, Inc.
Executive Vice President
Chief Financial Officer
Secretary and Treasurer
