Exhibit 10.24
FIRST AMENDMENT TO
SUB-LEASE AGREEMENT
CLOVERLEAF COLD STORAGE CO. - THE TITAN CORPORATION
THIS AGREEMENT is entered into effective as of February 1, 2001. It
amends that certain sub-lease agreement (the "Sub-Lease") entered into effective
as of September 1, 1999, by and between CLOVERLEAF COLD STORAGE CO., an Iowa
corporation ("Landlord"), whose address for the purpose of this Agreement is
0000 Xxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxx 00000, and THE TITAN CORPORATION, a
Delaware corporation ("Tenant"), whose address for the purpose of this Agreement
is 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000.
IN CONSIDERATION of the mutual covenants contained in this agreement,
the parties agree to amend the Sub-Lease as follows:
I. Section 2. of the Sub-Lease is amended to read as follows:
2. TERM. The term of this Sub-Lease shall be for twenty (20) years,
commencing on the Commencement Date and shall expire at midnight on
the day preceding the 20th anniversary of the Commencement Date unless
sooner terminated as herein provided.
A. COMMENCEMENT DATE: The parties agree that the Commencement Date shall
be February 1, 2000. The Commencement Date shall constitute the
commencement of the term of this Sub-Lease for all purposes, whether
or not Tenant has actually taken possession. If Tenant takes
possession of the Demised Premises prior to the Commencement Date,
Tenant shall pay, in advance, additional rental, pro-rated on a per
diem basis. Tenant's entry into the Demised Premises to perform
Tenant's work on installing its equipment shall not be deemed to
constitute taking possession, if such entry occurs before the
Completion Date.
B. OPTION TO REDUCE TERM OF SUB-LEASE. If this Sub-Lease shall be in
force and effect on the day preceding the 10th anniversary of the
Commencement Date Date (the "Early Termination Date") and Tenant on
such date shall have fully performed all of its obligations hereunder,
and if Tenant is not in default under any terms of this Sub-Lease,
Tenant shall have the option to reduce the term of this Sub-Lease to
ten (10) years, so that it would expire at midnight on the Early
Termination Date. Tenant must provide Landlord with written notice of
its intent to exercise this option at least 180 days prior to the
Early Termination Date. If said option is exercised, Tenant shall
continue to timely pay all amounts due under this Sub-Lease through
the day preceding the Early Termination Date and in addition, complete
and pay in full for the removal of Special Buildout Improvements as
required by Section 29 of this Sub-Lease on or before the day
preceding the Early Termination Date. Failure to do so shall
constitute a default by Tenant.
II. Section 4 of the Sub-Lease is amended to read as follows:
4. RENTAL.
A. BASIC RENTAL. Tenant shall pay annual Basic Rental at the rates
provided below in equal monthly installments, in advance, with the
first installment due on the Commencement Date, and subsequent
installments due on the first day of each and every month thereafter,
at the corporate mailing address of Landlord, 0000 Xxxxxxxxxx Xxxxx,
Xxxxx Xxxx, XX 00000 or at such other places as Landlord may designate
in writing. Said basic rental is subject to increase based upon the
fluctuation of the Consumer Price Index as set forth hereinafter.
Such annual Basic Rental shall be fixed for the first year of the
Sub-Lease term, but shall be adjusted annually thereafter for the
remainder of the Sub-Lease term. Said adjustment for the first year
shall be effective beginning on the first anniversary of the
Commencement Date, with an adjustment for each succeeding year of the
Sub-Lease term being made on each succeeding anniversary of the
Commencement Date. The adjustments shall reflect and compensate
Landlord annually for decreases in the purchasing power of money, if
any, as measured by the current Consumer Price Index as more
specifically described below. In no event will the rental be less than
that of the preceding year. A detailed formula of the annual
adjustment of rent as aforesaid is specifically set out hereinafter:
"BASIC RENTAL" for the leased square footage shall be the sum of the
annual square foot rental rates indicated below multiplied by the
leased square footage for each type of space, for the entire Demised
Premises.
Type of Space Square Footage Annual Rate
Office 4,839 sq. ft. $10.50/sq. ft.
Rest of Demised Premises 14,560 SQ. FT. $17.50/sq. ft.
--------------
Total Square Footage 19,399 sq. ft.
The initial Base Rental shall be $25,467.00 per month ($305,610.00 per
year)
"BASE INDEX" shall mean the October 1998 level of the "Consumer Price
Index - Urban Wage Earners & Clerical Workers (CPI-W) - All Items -
U.S. City Average (1982-84 = 100)", as published by the Bureau of
Labor Statistics, U.S. Department of Labor.
"CURRENT INDEX" shall mean the level of the same index published for
the month of October of each year prior to the commencement of each
applicable annual adjustment term.
"ADJUSTED RENTAL" shall be the adjusted annual square foot Basic
Rental produced by multiplying the BASIC RENTAL by the ratio of the
CURRENT INDEX to the BASE INDEX, i.e.:
ADJUSTED RENTAL = BASIC RENTAL x (CURRENT INDEX/BASE INDEX)
B. SPECIAL BUILDOUT RENTAL: In addition to Basic Rental, Tenant shall pay
to Landlord Special Buildout Rental. Special Buildout Rental shall be
charged for
Landlord provided Tenant Improvements, specifically: (1) the
construction of the containment room and other buildout within the main
production room (including but not limited to the maintenance office,
control room, dosimetry lab, etc.); (2) construction of the office and
interior buildout to Tenant's specifications (including, but not
limited to, telephone, data and alarm cabling), but only to the extent
such costs exceed an allowance of $261,306; and (3) expediting
expenses.
In consideration of the actual costs of Tenant Improvements provided
by Landlord and previously audited by Tenant, Special Buildout Rental
shall be a monthly amount of $40,850 beginning on the Commencement
Date through and including the month of January 2001, and thereafter
the Special Buildout Rental shall be a monthly amount of $24,582
beginning February 1, 2001 through and including the month of January
2010. However, notwithstanding anything to the contrary in the
Sub-Lease, as amended, if the Tenant vacates the premises prior to the
Early Termination Date, the Special Buildout Rental for the remaining
months through the Early Termination Date shall become immediately due
and payable.
C. RESTORATION & OTHER AMOUNTS. In addition to the Basic Rental and
Special Buildout Rental, Tenant shall pay to Landlord the amounts
provided in Section 29 and all other amounts provided for under the
other terms of this Sub-Lease. All amounts payable under this
Sub-Lease shall be deemed rent for all purposes, including default and
collection.
E. Any rental or other payments not paid within 20 days of the due date
as stated herein shall bear interest of 12% per annum.
All other provisions of the Sub-Lease shall remain in full force and
effect.
CLOVERLEAF COLD STORAGE CO. THE TITAN CORPORATION
/s/ L.L. Xxxxxx
--------------------------------- -------------------------------
Xxxxxx X. Xxxxxx L.L. Xxxxxx
Vice President & Secretary Vice President
STATE OF IOWA )
COUNTY OF WOODBURY )
On _______________, 2001, before me, the undersigned, a Notary Public in and for
said State, personally came Xxxxxx X. Xxxxxx, to me personally known to be the
Vice President and Secretary of said Cloverleaf Cold Storage Co., who is
personally known to me to be the identical person whose name is affixed to the
foregoing agreement, and acknowledged the execution thereof to be his voluntary
act and deed as such officer and the voluntary act and deed of said corporation.
--------------------------
Notary Public
Attach California All-Purpose Acknowledgement of signature by L.L. Xxxxxx