EX-10.1 Sublease by and between Honeywell Technology Solutions, Inc. and Cuisine Solutions, Inc. dated May 21, 2008
Contract Categories:
Real Estate
- Lease Agreements
EX-10.1 2 ex-10_1.htm SUBLEASE BY AND BETWEEN HONEYWELL TECHNOLOGY SOLUTIONS, INC. AND CUISINE SOLUTIONS, INC. DATED MAY 21, 2008 EX-10.1 Sublease by and between Honeywell Technology Solutions, Inc. and Cuisine Solutions, Inc. dated May 21, 2008
1. Provisions 1
2. Premises ; 1
3. Term 1
4. Monthly Rent, Additional Rent, and Security Deposit 1
(a) Monthly Rent &n bsp; 2
(b) Additional Rent 2
(c) Security Deposit 3
5. Use and Compliance With Law 3
(a) Use 5
(b) Compliance With Law 5
6. Incorporation of Master Lease 6
7. Brokers 6
8. Care of the Premises &n bsp; 6
9. Condition of the Premises 7
10. Obligations of Sublessee Under Master Lease 9
11. Insurance ; 9
12. Indemnification 9
13. Sublease and Assignment by Sublessee 10
14. Sale and Assignment by Sublessor &nb sp; 10
15. Damage, Destruction or Condemnation 10
16. Sublessee Alterations 10
17. Sublessor Alterations &nb sp; 11
18. Holding Over 11
19. Entry by Sublessor 11
20. Master Lease & nbsp; 11
21. Limitation of Liability 12
22. Hazardous Substances 12
&n bsp; 23. Waiver 12
24. Successors and Assigns 12
25. Captions ; 13
26. Relationship of Parties 13
27. Defined Terms 13
28. Notices &n bsp; 13
29. Signage 14
30. Furniture ; 14
31. Access 14
32. Counterparts/Facsimile Signature 14
33. Condition Precedent 14
Exhibits
A - Master Lease
B – Premises
C – Sublessee Improvements
Sublease”), by and between HONEYWELL TECHNOLOGY SOLUTIONS INC., a Delaware
corporation, as successor in interest by merger to Dimensions International Inc. (“Sublessor”),
and CUISINE SOLUTIONS, INC., a Delaware corporation (“Sublessee”), as a Sublease under
the Lease dated March 3, 2004, as amended by First Amendment to Lease (“First Amendment to
Lease”) dated October 25, 2005 (collectively, the “Master Lease”), entered into by Hub
Properties Trust, a Maryland real estate investment trust, as Lessor (“Master Lessor”), and
Sublessor under this Sublease as Lessee. A copy of the Master Lease is attached hereto as
Exhibit A and incorporated herein by reference.
WITNESSETH, that the parties hereto agree as follows:
1. Provisions. This Sublease is subject to all of the terms, covenants or conditions
of the Master Lease and Sublessee shall assume and perform all of the obligations of Sublessor
as Lessee in said Master Lease to the extent said terms, covenants or conditions are applicable to
the Premises (as defined in Section 2 hereof) subleased hereunder. Sublessee shall not commit or
permit to be committed any act or omission which shall violat e any term, covenant or condition
of the Master Lease or cause Sublessor to be in default under the Master Lease.
2. Premises. Subject to all terms, covenants or conditions hereof, Sublessor does
hereby sublease to Sublessee and Sublessee hereby agrees to sublease from Sublessor those
certain premises consisting of approximately 15,532 square feet of rentable area, as shown on
Exhibit B (“Premises”), comprising a portion of the fourth (4th) floor in that certain building
located at 2800 Eisenhower Avenue, Alexandria, Virginia (“Building”). Sublessee will also have
the right to thirty-one (31) non-reserved parking spaces available to Sublessor under Section
5.5(a)(ii) the Master Lease (as amended by the First Amendment to Lease) on a first come – first
served basis.
3. Term. The term (“Term”) of this Sublease shall commence effective as of 12:01
a.m. on the date (“Commencement Date” or “CD”) which is the later of (i) Suble ssee’s receipt of
a fully executed Sublease with Master Lessor’s Consent (as hereinafter defined), or (ii) the date
Sublessor has Substantially Completed the Sublessee Improvements, each as defined below, and
shall expire on June 30, 2014 (“Expiration Date”), unless sooner terminated pursuant to any
provision hereof.
4. Monthly Rent, Additional Rent, and Security Deposit.
(a) Monthly Rent. Sublessee shall, commencing on the Commencement
Date, pay to Sublessor, in lawful money of the United States, for each calendar month of the
Term, net monthly rent (“Monthly Rent”) in accordance with the following schedule:
PERIOD ANNUAL RENT MONTHLY RENT
CD - 6/30/09 ; $341,704.00 $28,475.33
7/1/09 – 6/30/10 $351,955.12 $29,329.59
7/1/10 – 6/30/11 $362,516.88 $30,209.74
7/1/11 – 6/30/12 $373,389.28 $31,115.77
7/1/12 – 6/30/13 ; $384,572.32 $32,047.69
7/1/13 – 6/30/14 $396,066.00 $33,005.50
Monthly Rent shall be payable in advance on or before the first day of each calendar month of the
Term of this Sublease, without deduction, offset, prior notice or demand, in lawful money of the
United States. Monthly Rent for any period during the Term hereof which is for less than one
month shall be prorated. The Monthly Rent for the first month (or fractional month) of the Term
hereof, shall be due and payable upon execution of this Sublease. Monthly Rent shall be paid to
Sublessor at Honeywell Technology Solutions Inc., c/o JP Morgan Chase Bank, 23230 Netwo rk
Place, Chicago, IL 60673-1232, or at such place as Sublessor may from time to time designate in
writing.
Sublessee acknowledges that late payment by Sublessee to Sublessor of Monthly
Rent and/or Additional Rent (as hereinafter defined) due Sublessor will cause Sublessor to incur
costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult
and impracticable to fix. Such costs include, without limitation, processing and accounting
charges, and late charges that may be imposed on Sublessor by the terms of any encumbrance and
note secured by any encumbrance covering the Premises. Therefore, if any installment of
Monthly Rent and/or Additional Rent due from Sublessee is not received by Sublessor within
five (5) days following the date it is due and payable, Sublessee shall pay to Sublessor an
additional amount of ten percent (10%) of the overdue amount as a late charge, provided
Sublessor has given Sublessee five (5) days written noti ce of said delinquency. The parties agree
that this late charge represents a fair and reasonable estimate of the costs that Sublessor will incur
by reason of late payment by Sublessee. Acceptance of any late charge shall not constitute a
waiver of Sublessee’s default with respect to the overdue amount, nor prevent Sublessor from
exercising any of the other rights and remedies available to Sublessor.
(b) Additional Rent. Sublessee shall tender to Sublessor, Sublessor’s pro
rata share (Thirty-Four and 13/100th’s percent (34.13%)) of all amounts of Taxes and Operating
Costs which Sublessor is required to pay to Master Lessor pursuant to the terms, covenants and
conditions set forth in Article 4 of the Master Lease; provided, however, that for purposes of
calculating such amounts, the (i) Base Taxes shall mean the Taxes for the 2008 calendar year,
and (ii) Base Operating Costs shall mean the Operating Costs for the 2008 calendar year. Such
amounts shall be tend ered to Sublessor within thirty (30) days of receipt of invoice, along with
reasonable back-up documentation. All amounts which Sublessee is required to pay or discharge
pursuant to this Sublease (in addition to Monthly Rent), together with any interest or penalty
which may be added for late payment thereof, shall constitute additional rent hereunder
(“Additional Rent”). In the event of any failure by Sublessee to pay or discharge any such
amount, Sublessor shall have all rights, powers and remedies provided for herein or by law or
otherwise in the case of nonpayment of Monthly Rent. Any payments due from Sublessee to
Sublessor pursuant to the terms, covenants and conditions of the Master Lease shall,
notwithstanding the terms, covenants and conditions of the Master Lease, be paid to Sublessor at
Honeywell Technology Solutions Inc., c/o JP Morgan Chase Bank, 23230 Network Place,
Chicago, IL 60673-1232, or at such place as Sublesso r may from time to time designate in
writing, within ten (10) days of receipt of invoice by Sublessee from Sublessor. If Sublessor
exercises its audit rights under section 4.2.3 of the Master Lease and Sublessor’s share of
Operating Costs are adjusted, Sublessee shall receive the prorata benefit and/or detriment of any
such adjustment in the form of a credit or debit, as the case may be, against the Monthly Rent
next due.
(c) Security Deposit. To secure the full and faithful performance by Sublessee
of all the terms, provisions, conditions, covenants and obligations (including, without limitation,
the payment of Monthly Rent and Additional Rent) on Sublessee’s part to be performed
hereunder, Sublessee, simultaneously with the execution of this Sublease, shall deliver to
Sublessor an unconditional, clean, irrevocable letter of credit, payable on sight, in the amount of
Twenty Eight Thousand Four Hundred Seventy Five and 34/100 Dollars ($28,475.34), and
otherwi se satisfying the criteria of this Article (each letter of credit that Sublessee is required to
deliver pursuant to this Article 4(c), a “Letter of Credit”).
Each Letter of Credit shall (1) be a clean, unconditional and irrevocable letter of credit,
for the benefit of Sublessor, (2) be issued by a bank that is acceptable to Sublessor), (3) expire
not less than one year from the date of issuance thereof, (4) by its express terms, be drawable
upon at a bank branch in Alexandria or such other location requested by Sublessor, by
presentation only of a sight draft, (5) provide for the automatic extension of such Letter of Credit
for additional periods of one year from the initial and each future expiration date thereof (the last
such extension to provide for the continuance of such Letter of Credit for at least ninety days
beyond the Expiration Date), unless the bank issuing same gives Sublessor written notice by
certified mail, return receipt requested, of its intentio n not to renew such Letter of Credit not less
than 45 days prior to the initial or any future expiration date of such Letter of Credit, (6) be
transferable by Sublessor to any transferee of Sublessor’s interest in this Sublease, without cost
to Sublessor, and (7) otherwise be reasonably acceptable in form and substance to Sublessor. If
Sublessor shall transfer its interest in this Sublease, Sublessee shall, at the request of the
transferor or transferee, replace or amend each Letter of Credit within 10 days following such
request, so that the transferee is named as the beneficiary. Any transfer fee or charge imposed by
the bank issuing the Letter of Credit shall be reimbursed to Sublessor (or, at Sublessor’s option,
paid) by Sublessee within 15 days following Sublessor’s request.
If Sublessee defaults in any of its obligations under this Sublease (including its obligation
to pay Monthly Rent or Additional Rent), then Sublesso r may (i) draw down on any Letter of
Credit and/or (ii) use, apply or retain the whole or any part of such draw for the payment of any
Monthly Rent or Additional Rent or any other sum as to which Sublessee is in default under this
Sublease or for any sum that Sublessor expends or is required to expend by reason of Sublessee’s
default under this Subease or for any damages incurred by Sublessor as a result of such default
(including, but not limited to, any damages or deficiency accrued before or after summary
proceedings or other re-entry by Sublessor). Sublessee waives any right to enjoin (and agrees not
to seek to enjoin) a drawing on any Letter of Credit.
If (1) Sublessor transfers (or intends to transfer) its right, title and interest under this
Sublease to a third party, the bank issuing any Letter of Credit fails to consent to the transfer of
such Letter of Credit to such third party and Sublessee fails to deliver to the transferee a new
Letter of Credit (satisf ying all of the requirements of this Article 4(c)), and such failure continues
for ten business days after Sublessor gives Sublessee notice thereof, or (2) notice is given by the
bank issuing any Letter of Credit that it does not intend to renew the same and a replacement
Letter of Credit (satisfying all of the criteria in this Article 4(c) and in the same amount as the
Letter of Credit being replaced) is not delivered to Sublessor within ten days after such notice is
given, or (3) at any time any Letter of Credit is otherwise scheduled to expire in less than 30 days
(and a replacement thereof, satisfying all of the criteria in this Article 4(c), has not been delivered
to Sublessor at such time), then, in any such event, Sublessor may draw on the applicable Letter
of Credit and hold the proceeds thereof as security for the full and faithful performance by
Sublessee of all of its covenants, conditions and agreements in this lease (including the payment
of rent), and apply such pr oceeds in the manner described in the immediately preceding
subparagraph of this Article 4(c). If (x) Sublessor draws on a Letter of Credit pursuant to the
immediately preceding sentence, and (y) Sublessee, subsequent to such draw, furnishes to
Sublessor a Letter of Credit (satisfying all of the requirements of this Article 4(c)) in the amount
of such draw, then Sublessor shall return to Sublessee the proceeds of such draw (to the extent
not theretofore applied, or then entitled to be applied, by Sublessor).
If at any time (i) Sublessor uses, applies or retains the whole or any part of the proceeds
of any Letter of Credit furnished to Sublessor pursuant to this Article 4(c), or (ii) any Letter of
Credit furnished to Sublessor pursuant to this Article 4(c) expires, then, in either such event,
Sublessee shall immediately deposit with Sublessor one or more further Letters of Credit
(meeting all of the requirements of this Article 4(c)) equal to the amount so used, applied or
retained as aforesaid (and/or in the amount of the Letter of Credit that so expired, as the case may
be), so that at all times during the Term hereof Sublessor shall have in its possession one or more
Letters of Credit (meeting all of the requirements of this Article 4(c)) that in the aggregate are
equal to Twenty Eight Thousand Four Hundred Seventy Five and 34/100 Dollars ($28,475.34)
(and if Sublessee fails to make any such deposit, then Sublessor shall have the same rights and
remedies against Sublessee as for the nonpayment of Monthly Rent).
If a transfer of Sublessor’s interests hereunder occurs, then Sublessor may transfer each
Letter of Credit to the transferee, and Sublessor shall thereupon be released by Sublessee from all
liability for the return of such Letter of Credit and Cash Security Deposit.
Sublessee shall not assign or encumber or attempt to assign or encumber any Letter of
Credit (or any proceeds thereof) , and Sublessor shall not be bound by any such assignment,
encumbrance or attempted assignment or encumbrance. Sublessor may pledge and/or deposit
any Letter of Credit to or with a mortgagee or underlying lessor.
If Sublessee shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this Sublease, then each unapplied Letter of Credit furnished to Sublessor
pursuant to the above provisions of this Article 4(c) (and any unapplied proceeds from the draw
of any such Letter of Credit) shall be returned to Sublessee within 30 days after the Sublessee
vacates the Premises (after first deducting any sums owing to Sublessor) in the condition and in
accordance with the provisions of this Sublease.
which to the extent permitted in the Master Lease or as otherwise approved in writing by Master
Lessor may include a presentation room for Sublessee’s products, and for no other purpose
without the prior written consent of Sublessor and Master Landlord. Sublessee shall not (i)
permit any waste upon or do any damage to the Premises, (ii) use or permit the use of the
Premises for any unlawful purpose, or (iii) permit any rubbish, refuse or garbage to accumulate
or create a fire hazard in, on or about the Premises. If, as a result of Sublessee’s use and
occupancy of the Premises, Sublessor’s costs and expenses associated with the Premises or
Master Lease are increased in any manner whatsoever, Sublessee shall be responsible for one
hundred percent (100%) of such additional cost to Sublessor. In such event, Sublessor shall
deliver to Sublessee a statement identifying Sublessee’s activity which resulted in such increased
cost and Sublessee shall reimburse Sublessor for such increased cost within ten (10) days of
receipt of such statement.
(b) Compliance With Law. Suble ssee, at Sublessee’s sole cost and expense,
shall comply with any covenants or restrictions of record, or any applicable building codes, laws,
ordinances, orders, rules and regulations whether state, federal, municipal or promulgated by
other agencies or bodies having jurisdiction over the Premises or the Building of which the
Premises are a part including, without limitation, the Americans With Disabilities Act (“ADA”)
and obtaining any and all licenses, permits, certificates of occupancy or similar such
requirements necessary or applicable to Sublessee or Sublessee’s use or occupancy of the
Premises (collectively, “Legal Requirements”). To the actual knowledge, without inquiry, of
Sublessor’s employee, David S. Derr, Sublessor has not received any written notices that the
Building currently violates any Legal Requirements.
6. Incorporation of Master Lease. The provisions of the Master Lease are (exceptas otherwise herein specifically provided) hereby incorporated in this Sublease with the same
effect as if entirely rewritten herein, and shall fix the rights and obligations of the parties hereto
with respect to the Premises with the same effect as if Sublessor and Sublessee were,
respectively, the landlord and tenant named in the Master Lease, including without limitation,
Section 6.2.1(e) of the Master Lease. Sublessee hereby covenants to perform the covenants and
undertakings of Sublessor as tenant under the Master Lease during the Term of this Sublease, and
agrees not to do or permit to be done any act which shall result in a violation of any of the terms,
covenants and conditions of the Master Lease. Except as otherwise specifically provided herein,
Sublessee is to have the benefit of the covenants and undertakings of the Master Lessor as
landlord in the Master Lease to the extent the same are applicable to the Premises during the
Term of this Sublease. It is expressly u nderstood and agreed, however, that Sublessor is not in
the position to render any of the services or to perform any of the obligations required of
Sublessor by the terms of this Sublease, and that performance by Sublessor of its obligations
hereunder are conditioned upon due performance by the Master Lessor of its corresponding
obligations under the Master Lease. It is further understood and agreed, therefore, that
notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be in
default under this Sublease for failure to render such services or perform such obligations
required of Sublessor by the terms of this Sublease which are the responsibility of Master Lessor
as landlord under the Master Lease, but Sublessor agrees to take all reasonable measures to cause
Master Lessor to perform said obligations, taking into consideration (but not being bound to
follow) reasonable measures suggested by Sublessee. The term “reasonable measures” shal l not
include legal action against the Master Lessor for Master Lessor’s failure to so perform unless
Sublessee agrees to pay all costs and expenses in connection therewith.
Notwithstanding the foregoing, the following provisions of the Master Lease are not
incorporated in this Sublease: (i) Sections 2.3, 2.4, 2.5, Article 3, Section 5.5(a), 9.3, 10.5, 10.7
and 10.9 of the original Master Lease, and (ii) Section 4, 5, 6, 7 and 9 of the First Amendment to
Lease.
7. Brokers. Each party represents that it has not had dealings with any real estate
broker, finder or other person with respect to this Sublease in any manner, except Cushman and
Wakefield and Cambridge Property Group (collectively, the “Brokers”). Each party shall hold
the other party harmless, and each party shall jointly and severally hold Master Lessor harmless,
from all damages resulting from any claims that may be asserted against the other party by any
broker, finder or other person wit h whom the indemnifying party has or purportedly has dealt.
Sublessor shall be responsible for payment of any brokerage commission to the Brokers.
8. Care of the Premises. Sublessee agrees that Sublessee will take good care of the
Premises, and will commit no waste, and will not do, suffer or permit to be done any injury to the
same. If any maintenance or repairs in, on or about the Premises are caused by the act, neglect,
fault or omission of Sublessee, its agents or employees, Sublessee shall pay to Sublessor the cost
of such maintenance and repairs. Further, any damage to the Premises or Building done by
Sublessee or Sublessee’s agents (i) in taking in or removing Sublessee’s personal property from
the Premises, or (ii) in bringing in building materials or removing construction debris during
construction of alterations and/or other improvements, shall be repaired by Sublessee, at
Sublessee’s sole cost and expense.
9 . Condition of the Premises.
(a) Sublessee Improvements. Sublessor, using a general contractor (the
(“General Contractor”) proposed by Sublessee and approved by Sublessor (which approval shall
not be unreasonably withheld, conditioned or delayed), shall, at Sublessee's sole cost and expense
(except as provided in the next paragraph), complete and construct the Sublessee improvements
in accordance with the plans and specifications attached hereto and made a part hereof as Exhibit
C (the "Sublessee Improvements"). Sublessor shall obtain all applicable licenses, permits and
approvals to complete such construction. The cost of construction of the Sublessee
Improvements shall be the actual cost to Sublessor of performing the Sublessee Improvements,
including without limitation, all architectural and engineering fees and expenses and all
contractor chages for the cost of the work and materials, profits, general conditions and overhead
and supervision and all filing fees a nd other permitting costs (collectively, the "Work Costs").
Without limiting the foregoing, Sublessee shall be responsible for the reasonable costs incurred
by Master Lessor and Sublessor to review (or hire outside consultants to review) Sublessee’s
plans and specifications for Sublessee Improvements. Sublessor’s (but not Master Lessor’s) cost
of review shall be capped at $1,000.00.
Sublessor shall be responsible for the first Two Hundred Seventy-One Thousand Eight
Hundred Ten and no/100th’s Dollars ($271,810.00) ($17.50 per square foot of the Premises based
upon 15,532 square feet) of the Work Costs, but only to the extent (i) Sublessor receives the
Landlord’s Fourth Floor Contribution from Master Lessor in accordance with Section 7 of the
First Amendment to Lease, and (ii) no more than $77,660.00 of Sublessor’s Contribution (as
defined below) shall be applied to independent third party “soft” costs associated with the
Sublessee Im provements, including without limitation, consulting fees, costs of cabling, set up of
computers, modems, telephones, other office equipment and any applicable moving costs (the
“Sublessor’s Contribution”). Sublessee shall from time to time, within ten (10) days of receipt of
an invoice from Sublessor, pay to Sublessor (or to the General Contractor or such other party as
may be directed by Sublessor) for Work Costs incurred by Sublessor for the Sublessee
Improvements, less any amounts receivable by Sublessor from Master Lessor as Landlord’s
Fourth Floor Contribution.
Sublessor shall enter into a construction contract with the General Contractor to perform
the Sublessee Improvements (the “Construction Contract”), but only in the event that the
Construction Contract provides that (i) Sublessor shall only be liable under the Construction
Contract to pay an amount not to exceed $271,810.00 and (ii) Sublessee shall be liable for all
amounts owed u nder the Construction Contract in excess of $271,810.00 (the “Excess
Amounts”), and the General Contractor shall look solely to Sublessee for the payment of such
Excess Amounts. Sublessee shall cause Sublessee’s architect to cooperate with Sublessor with
respect to the Construction Contract, and Sublessee’s architect shall be responsible for approving
the General Contractor’s Applications For Payment. Sublessee agrees to indemnify Sublessor
and its partners, officers, directors, employees, lenders, successors and assigns against, and to
hold Sublessor and its partners, officers, directors, employees, lenders, successors and assigns
harmless from, any and all claims, obligations, liabilities, demands, damages, judgments, costs or
expenses of any kind or nature, including court costs and reasonable attorneys' fees, arising out
of, resulting from and/or relating to, any failure of the Sublessee to pay the Excess Amounts t o
the General Contractor or perform any obligation related thereto.
The Sublessee Improvements shall be deemed “Substantially Completed” or
“Substantially Complete” or in “Substantial Completion” on the date of issuance of a Certificate
of Occupancy or other equivalent approval by the City of Alexandria, Virginia of the Sublessee
Improvements required to be constructed by Sublessor pursuant to this Lease. Sublessor shall
give Sublessee thirty (30) days prior written notice of the anticipated date the Premises will be
ready for occupancy. Within five (5) days following the Commencement Date, Sublessee may
provide Sublessor with a punch list which sets forth any corrective work to be performed by
Sublessor with respect to the Sublessee Improvements which Sublessor, upon receipt, shall
diligently pursue to correct.
The occurrence of any one or more of the following shall constitute a “Sublessee Delay:”
(1) any delay by Sublessee ’s architect or anyone performing services on behalf of Sublessee that
causes a delay in the construction schedule or in the anticipated date of Substantial Completion;
(2) Sublessee’s changes in final plans after approval that causes a delay in the construction
schedule or in the anticipated date of Substantial Completion; or (3) any breach of this Sublease
by Sublessee that causes a delay, including failure to timely make payments with respect to the
Construction Contract required above in this Article 9(a). Sublessee shall also bear all
reasonable out-of-pocket costs and expenses, if any, incurred by Sublessor resulting from
Sublessee Delays. All such costs shall be paid by Sublessee within 20 days of delivery of an
invoice therefore from Sublessor. Sublessee’s failure to deliver such amount within five (5) days
after Sublessee's receipt of a notice of delinquency shall constitute a default under this Sublease.
In the event of the occurrence of one or more inst ances of Sublessee Delay, then (i) Sublessor
may cease performance of the Sublessee Improvements until such default is cured, and (ii) the
date of Substantial Completion shall be accelerated by the aggregate number of days occasioned
by such instances of Sublessee Delay.
Sublessee, at Sublessee’s sole cost and expense, upon expiration or other termination of
the Sublease shall (i) if required by Master Lessor remove the Sublessee Improvements and
repair any damage caused to the Premises by said removal, and (ii) otherwise return the Premises
to the condition required by the Master Lease.
(b) AS IS. Subject to Sublessor’s completion of Sublesse’s Improvements,
Sublessee shall accept the Premises in an “AS IS WITH ALL FAULTS” condition. Sublessee
hereby acknowledges that the Premises are in good condition and satisfactory in all respects for
Sublessee’s occupancy. Sublessee further acknowledges and agr ees (a) that Sublessor makes no
representation or warranty whatsoever as to the condition of the Premises including, without
limitation, whether or not the Premises is in compliance with Legal Requirements, and (b) that
Sublessor shall not be required to comply with the provisions of the ADA as such arises from or
extends to the use or occupancy of the Premises, or any portion thereof, by Sublessee. All costs,
expenses and disbursements of every kind and nature resulting from, relating to, or arising out of
ADA compliance as a result of Sublessee’s use and occupancy of the Premises shall be at
Sublessee’s sole cost and expense, but subject to the Sublessor’s Contribution. Sublessor shall
deliver the Premises to Sublessee vacant, free of all occupants and in broom clean condition.
10. Obligations of Sublessee Under Master Lease. It is hereby understood and
agreed that Sublessee’s right to use, possess and enjoy the Premises are subject to the terms,
covenan ts or conditions of the Master Lease and the rights and remedies of Master Lessor
thereunder.
11. Insurance. Sublessee agrees, during the Term hereof, to carry and maintain
insurance required to be carried by Sublessor as tenant under the Master Lease naming both
Sublessor and Master Lessor as additional insureds. Notwithstanding liability limits, said limits
shall not diminish or otherwise impact or affect Sublessee’s obligations hereunder. If annual
premiums paid by Master Lessor or Sublessor for fire and extended coverage insurance at the
Building shall exceed standard rates because of Sublessee’s operations, the contents of the
Premises, or improvements or alterations made by Sublessee (or by Sublessor on Sublesse’s
behalf) with respect to the Premises result in extra-hazardous exposure, Sublessee shall promptly
pay the excess amount of the premium upon demand of Sublessor. Sublessee shall deposit
certificate(s) evidencing said insurance with Sublessor on or before the Commencement Date.
Sublessor and Sublessee each hereby release the other from any and all liability or responsibility
for any loss, injury or damage to the Property, or its contents caused by fire or any other casualty
during the Term of this Sublease, even if such fire or casualty may have been caused by the
negligence (but not the willful misconduct) of the other party or one for whom such party may be
responsible. Each party will use reasonable efforts to obtain policies of insurance which provide
that this release will not adversely affect the rights of the insureds under the policies. The
releases in this Section 11 will be effective whether or not the loss was actually covered by
insurance.
12. Indemnification. Sublessee agrees to indemnify Sublessor and Master Lessor,
their partners, officers, directors, employees, lenders, successors and assigns against, and to hold
Sublessor and Master Lessor, their partners, officers, directors, employees, lende rs, successors
and assigns harmless from, any and all claims, obligations, liabilities, demands, damages,
judgments, costs or expenses of any kind or nature, including court costs and reasonable
attorneys' fees, arising out of, resulting from and/or relating to (a) the use or occupancy of the
Premises by Sublessee, its agents, employees, invitees or contractors, (b) any failure by Sublessee
to perform, keep and obey the terms, covenants or conditions of the Master Lease, (c) any failure
by Sublessee to perform, keep and obey the terms, covenants or conditions of this Sublease, and
(d) any act, omission, accident, incident or occurrence on, in or about the Premises during the
Term hereof resulting from the use or occupancy of the Premises by Sublessee, its agents,
employees, invitees or contractors; except to the extent caused by the negligence or intentional
misconduct of Sublessor, its agents, employees, invitees or contractors.
Subles sor agrees to indemnify Sublessee, its partners, officers, directors, employees,
lenders, successors and assigns against, and to hold Sublessee and its partners, officers, directors,
employees, lenders, successors and assigns harmless from, any and all claims, obligations,
liabilities, demands, damages, judgments, costs or expenses of any kind or nature, including
court costs and reasonable attorneys' fees, arising out of, resulting from and/or relating to (a) any
failure by Sublessor to perform, keep and obey the terms, covenants or conditions of the Master
Lease, (b) any failure by Sublessor to perform, keep and obey the terms, covenants or conditions
of this Sublease, and (c) any act, omission, accident, incident or occurrence on, in or about the
Premises during the Term hereof resulting from the negligence or intentional misconduct by
Sublessor, its agents, employees, invitees or contractors; except to the extent caused by the
negligence or intentional misconduct of Sublesse e, its agents, employees, invitees or contractors.
Sublessor’s and Sublessee’s obligations hereunder shall survive the termination of this
Sublease.
13. Sublease and Assignment by Sublessee. It is mutually agreed that Sublessee
may not assign this Sublease or sublease any portion of the Premises without the prior written
consent of Sublessor (which may be withheld in its sole discretion) and Master Lessor, but in any
event subject to the terms and conditions set forth in the Master Lease.
14. Sale and Assignment by Sublessor. Sublessor may sell, assign, convey or
otherwise transfer its interest in the Premises and this Sublease at any time, without notice to or
the consent of Sublessee, and that upon the occurrence of any such sale, assignment, conveyance
or other transfer, Sublessor shall have no further obligation or liability whatsoever hereunder for
any act or occurrence subsequent to the date of any such assignment, except to transfer the
security de posit held by Sublessor to Sublessor’s successor or assign hereunder.
15. Damage, Destruction or Condemnation. In the event of damage or destruction
of the Premises or the taking of all or any part thereof under the power of eminent domain, this
Sublease shall terminate if, but only if, the Master Lease is terminated as a result thereof, and the
Monthly Rent payable hereunder shall abate only as long as and in the same proportion as the
rent due from Sublessor with respect to the Premises to Master Lessor abates as a result thereof.
16. Sublessee Alterations. Sublessee shall make no alterations, additions or
improvements in, on or about the Premises, without the prior written consent of both Sublessor
and Master Lessor and in accordance with the terms, covenants or conditions of the Master
Lease. Prior to commencing any such alterations, additions or improvements, Sublessee shall
provide such assurances to Sublessor including, without limitation, waivers of lien, surety
company performance and payment bonds, and personal guarantees of persons of substance, as
Sublessor shall reasonably require to assure payment of the costs thereof and to protect Sublessor
against any loss from mechanics’, laborers’, materialmen’s or other liens. Subject to the terms of
the Master Lease, Sublessor shall advise Sublessee at the time of granting its approval to any
Sublessee alterations if Sublessor shall require Sublessee to remove such alterations upon
expiration or termination of the Sublease.
17. Sublessor Alterations. Sublessor reserves the right to make alterations to the
Premises as and if required by the terms, covenants or conditions of the Master Lease or by any
governmental authority in connection with the use and occupancy of the Premises by Sublessor
and any subtenants of Sublessor.
18. Holding Over. If Sublessee holds over after the expiration or earlier termination
of the Ter m of this Sublease without the express written consent of Sublessor, Sublessee shall
become a tenant at sufferance only, at a rental rate equal to 150% of the rental rate in effect upon
the date of such expiration and otherwise upon the terms, covenants or conditions herein
specified, so far as applicable. Acceptance by Sublessor of Monthly Rent after such expiration or
earlier termination shall not constitute a consent to holdover hereunder or result in a renewal.
The foregoing provisions of this Section are in addition to, and shall not limit Sublessor’s right of
reentry or any other rights of Sublessor hereunder or as otherwise provided by law. In the event
of any unauthorized holding over, Sublessee shall pay and reimburse Sublessor for, and
indemnify Sublessor against, any loss, cost, damage, liability, claim or expense (including
reasonable attorneys' fees) incurred or arising as a result of Sublessee’s holding over including,
without limitation, (a) any and all rental and other obligations and liabilities incurred by
Sublessor under the Master Lease as a consequence of Sublessee’s holding over, whether or not
such rent and other obligations of Sublessor under the Master Lease continue beyond the period
of Sublessee’s holding over, and (b) any losses due to the interruption of Sublessor’s and/or
Master Lessor’s conduct of business at the Premises
19. Entry by Sublessor. Sublessee shall permit Sublessor, Master Lessor, and their
respective agents, representatives and designees to enter into and upon any part of the Premises at
all reasonable hours on, as to Sublessor, reasonable notice (except in an emergency), and as to
Master Lessor, upon such notice, if any, as may be required under the Master Lease, to inspect or
view the same, clean or make repairs, alterations or additions thereto, as Sublessor or Master
Lessor may deem necessary or desirable, and Sublessee shall not be entitled to abatement or
reduction of Monthly Rent by reason thereof.
20. Master Lease. It is understood and agreed by and between the parties hereto that
the existence of this Sublease is dependent and conditioned upon the continued existence of the
Master Lease, and in the event of the expiration, cancellation or termination of the Master Lease
for any reason whatsoever, this Sublease coincidentally and automatically shall terminate without
any liability of Sublessor to Sublessee. Sublessor shall reasonable efforts (as no cost to
Sublessor) to obtain for Tenant a subordination, non-disturbance and attornment agreement from
the Master Lessor, provided, however, that if, despite such reasonable efforts, Sublessor is unable
to obtain such agreement, such failure shall not constitute a default by Sublessor under this
Sublease.
21. Limitation of Liability. Sublessor shall not be liable for the failure by Master
Lessor to keep and perform, according to the terms of t he Master Lease, Master Lessor’s duties,
covenants, agreements, obligations, restrictions, provisions or conditions, nor for any delay or
interruption in Master Lessor’s keeping or performance of the same. Sublessor shall not be liable
for, and there shall be no abatement of Monthly Rent, by reason of, Sublessor’s failure to furnish,
or for delay or suspension in furnishing, any services to be provided by Sublessor and/or Master
Lessor hereunder so long as Sublessor abides by the rules and covenants set forth as Lessee under
the Master Lease which have not been assumed by Sublessee hereunder; provided, that if at any
time Sublessor receives a rent abatement under the third paragraph of Section 5.2 of the Master
Lease as to the Premises, Sublessee shall receive a prorata benefit of any such rent abatement in
the form of a credit against the Monthly Rent next due. Notwithstanding the forgoing, under no
circumstances shall Sublessor be liable to Sublessee for any inc idental, indirect, special or
consequential damages resulting from either Sublessor’s performance or failure to perform
pursuant to this Sublease or Master Lessor’s performance or failure to perform pursuant to the
Master Lease, whether due to breach of contract, breach of warranty, negligence or otherwise. In
no event shall Sublessee be entitled to damages in the event of a breach of this Sublease by
Sublessor in excess of the then outstanding balance of Monthly Rent due and payable during the
then existing Term of this Sublease.
22. Hazardous Substances. Sublessee shall not install, use, generate, store, transport
or dispose of in, on, from or about the Premises any hazardous substances, toxic chemicals,
pollutants or other materials regulated pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601-9657, as amended, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sec. 6901 et seq., or any similar state law or
local ordinance, including, without limitation, any materials containing asbestos, polychlorinated
biphenyls, petroleum, crude oil or natural gas (collectively "Hazardous Substances") without
Sublessor's and Master Lessor’s prior written approval. Sublessee further agrees to indemnify
and hold Sublessor and Master Lessor harmless from and against any claim, damage, fine or
other expense (including court costs, attorneys' fees and other costs of defenses) arising out of
Sublessee's installation, use, generation, storage, transportation or disposal of any Hazardous
Substances in, on, from or about the Premises.
23. Waiver. A waiver by Sublessor of any default, breach or failure of Sublessee
under this Sublease shall not be construed as a waiver of any subsequent or different default,
breach or failure.
24. Successors and Assigns. All of the terms, covenants, or conditions of this
Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
25. Captions. The captions used on the Sections of this Sublease are for convenience
only, are not a part of this Sublease, and are not to be considered in the interpretation hereof.
26. Relationship of Parties. This Sublease does not and shall not create the
relationship of principal and agent, or of partnership, or of joint venture, or of any other
association between Sublessor and Sublessee, the sole relationship between the parties hereto
being strictly that of Sublessor and Sublessee.
27. Defined Terms. All terms used herein and defined in the Master Lease shall have
the definitions assigned to such terms in the Master Lease, except as otherwise provided herein.
28. Notices. Whenever in this Sublease it shall be required or permitted that notice or
demand be given or served by either party to this Sublease, such notice or demand shall be given
or served in writing and sent to Sublessor and Sublessee at the addresses set forth below:
Sublessor: Honeywell Technology Solutions Inc.
c/o Honeywell International Inc.
Global Real Estate
1500 West Dundee Road
Arlington Heights, Illinois 60004
Attn: Vice President, Global Real Estate
Facsimile: 847 ###-###-####
With copy to: Honeywell Technology Solutions Inc.
7000 Columbia Gateway Drive
Columbia, MD. 21046
Attn: Ed McFarland - Director Contracts & Procurement
Facsimile: 410 ###-###-####
Sublessee:
Before the
Commencement Date: Cuisine Solutions, Inc.
85 S. Bragg Street, Suite 600
Alexandria, VA 22312
Commencement Date: Cuisine Solutions, Inc.
2800 Eisenhower Avenue, Suite 450
&n bsp; Alexandria, Virginia 22314
Attn: Felipe Hasselmann
Facsimile: 703 ###-###-####
All such notices shall be sent by (i) certified or registered mail, return receipt requested, and shall
be effective three (3) days after the date of mailing; (ii) Federal Express or similar overnight
courier and shall be effective one (1) day after delivery to Federal Express or similar overnight
courier; (iii) facsimile transmission and shall be effective on the date of transmission; or (iv)
personal service and shall be effective on the same day as service. Any such address may be
changed from time t o time by either party serving notices as provided above.
29. Signage. Any signage requirements of Sublessee shall be subject to the terms,
covenants and conditions of the Master Lease and shall further require the prior written consent
of Sublessor and Master Lessor.
30. Furniture. Sublessor shall have no obligation to provide any furniture for
Sublessee’s use.
31. Access. Subject to any and all causes outside Sublessor’s reasonable control,
Sublessor shall provide Sublessee with access to the Premises twenty (24) hours per day, three
hundred sixty-five (365) days per year.
32. Counterparts/Facsimile Signature. This Sublease may be executed
simultaneously in two or more counterparts each of which shall be deemed an original, but all of
which shall constitute one and the same Sublease. Sublessor and Sublessee agree that the
delivery of an executed copy of this Sublease by facsimile shall be legal and binding and shall
have the same full force a nd effect as if an original executed copy of this Sublease had been
delivered.
33. Condition Precedent. A condition precedent to the effectiveness of this Sublease
is that the Master Lessor under the Master Lease shall have consented, as set forth below, to each
of the following (“Master Lessor’s Consent”):
(i) the subletting of the Premises described herein on the terms, covenants or
conditions contained in this Sublease, including without limitation, Sublessor’s
use of the Sublessor’s Contribution (which funds Master Lessor confirms Master
Lessor shall provide to Sublessor in accordance with Section 7 of the First
Amendment to Lease) for the payment of Sublessee Improvements; and
(ii) the Sublessee Improvements (and Master Lessor shall state whether or not
Sublessee shall be required to remove the Sublessee Improvements upon
expiration of the Sublease); and
(iii) Sublessee’s use of the Premises to include a presentation room for Sublessee’s
products.
If Master Lessor’s Consent is not obtained within ninety (90) days from the Date of this
Sublease, this Sublease shall at the option of Sublessor or Sublessee upon written notice to the
other be null and void and of no force or effect.
[NEXT PAGE IS SIGNATURE PAGE]
IN WITNESS WHEREOF, the respective parties hereto have executed this Sublease or
caused this Sublease to be executed by their duly authorized representatives the day and year set
forth above.
; SUBLESSOR:
17
The undersigned, Master Lessor under the Master Lease, hereby consents to:
(i) the subl etting of the Premises described herein on the terms, covenants or conditions
contained in this Sublease, including without limitation, Sublessor’s use of the
Sublessor’s Contribution (which funds Master Lessor confirms Master Lessor shall
provide to Sublessor in accordance with Section 7 of the First Amendment to Lease)
for the payment of Sublessee Improvements; and
(ii) the Sublessee Improvements (and Sublessee shall [be] [not be] required to remove
the Sublessee Improvements upon expiration of the Sublease) ; and [MASTER
LESSOR TO CIRCLE ONE OF BRACKETS]
(iii) Sublessee’s use of the Premises to include a presentation room for Sublessor’s
products.
This consent shall apply only to this Sublease and shall not be deemed to be a consent to any
other Sublease.
Dated: ___________, 2008
MASTER LESSOR:
HUB PROPERTIES TRUST
By: __________________________
Its: _______________________
Exhibit A
(Master Lease)
Exhibit B
(Premises)
Exhibit C
(Sublessee Improvements)
SUBLEASE
BY AND BETWEEN
HONEYWELL TECHNOLOGY SOLUTIONS INC.,
a Delaware corporation,
SUBLESSOR
AND
CUISINE SOLUTIONS, INC.,
a Delaware corporation,
SUBLESSEE
DATED MAY 21, 2008
TABLE OF CONTENTSBY AND BETWEEN
HONEYWELL TECHNOLOGY SOLUTIONS INC.,
a Delaware corporation,
SUBLESSOR
AND
CUISINE SOLUTIONS, INC.,
a Delaware corporation,
SUBLESSEE
DATED MAY 21, 2008
1. Provisions 1
2. Premises ; 1
3. Term 1
4. Monthly Rent, Additional Rent, and Security Deposit 1
(a) Monthly Rent &n bsp; 2
(b) Additional Rent 2
(c) Security Deposit 3
5. Use and Compliance With Law 3
(a) Use 5
(b) Compliance With Law 5
6. Incorporation of Master Lease 6
7. Brokers 6
8. Care of the Premises &n bsp; 6
9. Condition of the Premises 7
10. Obligations of Sublessee Under Master Lease 9
11. Insurance ; 9
12. Indemnification 9
13. Sublease and Assignment by Sublessee 10
14. Sale and Assignment by Sublessor &nb sp; 10
15. Damage, Destruction or Condemnation 10
16. Sublessee Alterations 10
17. Sublessor Alterations &nb sp; 11
18. Holding Over 11
19. Entry by Sublessor 11
20. Master Lease & nbsp; 11
21. Limitation of Liability 12
22. Hazardous Substances 12
&n bsp; 23. Waiver 12
24. Successors and Assigns 12
25. Captions ; 13
26. Relationship of Parties 13
27. Defined Terms 13
28. Notices &n bsp; 13
29. Signage 14
30. Furniture ; 14
31. Access 14
32. Counterparts/Facsimile Signature 14
33. Condition Precedent 14
Exhibits
A - Master Lease
B – Premises
C – Sublessee Improvements
1
SUBLEASE
This Sublease is made and entered into as of this 21st day of May, 2008 (“Date of thisSublease”), by and between HONEYWELL TECHNOLOGY SOLUTIONS INC., a Delaware
corporation, as successor in interest by merger to Dimensions International Inc. (“Sublessor”),
and CUISINE SOLUTIONS, INC., a Delaware corporation (“Sublessee”), as a Sublease under
the Lease dated March 3, 2004, as amended by First Amendment to Lease (“First Amendment to
Lease”) dated October 25, 2005 (collectively, the “Master Lease”), entered into by Hub
Properties Trust, a Maryland real estate investment trust, as Lessor (“Master Lessor”), and
Sublessor under this Sublease as Lessee. A copy of the Master Lease is attached hereto as
Exhibit A and incorporated herein by reference.
WITNESSETH, that the parties hereto agree as follows:
1. Provisions. This Sublease is subject to all of the terms, covenants or conditions
of the Master Lease and Sublessee shall assume and perform all of the obligations of Sublessor
as Lessee in said Master Lease to the extent said terms, covenants or conditions are applicable to
the Premises (as defined in Section 2 hereof) subleased hereunder. Sublessee shall not commit or
permit to be committed any act or omission which shall violat e any term, covenant or condition
of the Master Lease or cause Sublessor to be in default under the Master Lease.
2. Premises. Subject to all terms, covenants or conditions hereof, Sublessor does
hereby sublease to Sublessee and Sublessee hereby agrees to sublease from Sublessor those
certain premises consisting of approximately 15,532 square feet of rentable area, as shown on
Exhibit B (“Premises”), comprising a portion of the fourth (4th) floor in that certain building
located at 2800 Eisenhower Avenue, Alexandria, Virginia (“Building”). Sublessee will also have
the right to thirty-one (31) non-reserved parking spaces available to Sublessor under Section
5.5(a)(ii) the Master Lease (as amended by the First Amendment to Lease) on a first come – first
served basis.
3. Term. The term (“Term”) of this Sublease shall commence effective as of 12:01
a.m. on the date (“Commencement Date” or “CD”) which is the later of (i) Suble ssee’s receipt of
a fully executed Sublease with Master Lessor’s Consent (as hereinafter defined), or (ii) the date
Sublessor has Substantially Completed the Sublessee Improvements, each as defined below, and
shall expire on June 30, 2014 (“Expiration Date”), unless sooner terminated pursuant to any
provision hereof.
4. Monthly Rent, Additional Rent, and Security Deposit.
2
(a) Monthly Rent. Sublessee shall, commencing on the Commencement
Date, pay to Sublessor, in lawful money of the United States, for each calendar month of the
Term, net monthly rent (“Monthly Rent”) in accordance with the following schedule:
PERIOD ANNUAL RENT MONTHLY RENT
CD - 6/30/09 ; $341,704.00 $28,475.33
7/1/09 – 6/30/10 $351,955.12 $29,329.59
7/1/10 – 6/30/11 $362,516.88 $30,209.74
7/1/11 – 6/30/12 $373,389.28 $31,115.77
7/1/12 – 6/30/13 ; $384,572.32 $32,047.69
7/1/13 – 6/30/14 $396,066.00 $33,005.50
Monthly Rent shall be payable in advance on or before the first day of each calendar month of the
Term of this Sublease, without deduction, offset, prior notice or demand, in lawful money of the
United States. Monthly Rent for any period during the Term hereof which is for less than one
month shall be prorated. The Monthly Rent for the first month (or fractional month) of the Term
hereof, shall be due and payable upon execution of this Sublease. Monthly Rent shall be paid to
Sublessor at Honeywell Technology Solutions Inc., c/o JP Morgan Chase Bank, 23230 Netwo rk
Place, Chicago, IL 60673-1232, or at such place as Sublessor may from time to time designate in
writing.
Sublessee acknowledges that late payment by Sublessee to Sublessor of Monthly
Rent and/or Additional Rent (as hereinafter defined) due Sublessor will cause Sublessor to incur
costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult
and impracticable to fix. Such costs include, without limitation, processing and accounting
charges, and late charges that may be imposed on Sublessor by the terms of any encumbrance and
note secured by any encumbrance covering the Premises. Therefore, if any installment of
Monthly Rent and/or Additional Rent due from Sublessee is not received by Sublessor within
five (5) days following the date it is due and payable, Sublessee shall pay to Sublessor an
additional amount of ten percent (10%) of the overdue amount as a late charge, provided
Sublessor has given Sublessee five (5) days written noti ce of said delinquency. The parties agree
that this late charge represents a fair and reasonable estimate of the costs that Sublessor will incur
by reason of late payment by Sublessee. Acceptance of any late charge shall not constitute a
waiver of Sublessee’s default with respect to the overdue amount, nor prevent Sublessor from
exercising any of the other rights and remedies available to Sublessor.
(b) Additional Rent. Sublessee shall tender to Sublessor, Sublessor’s pro
rata share (Thirty-Four and 13/100th’s percent (34.13%)) of all amounts of Taxes and Operating
Costs which Sublessor is required to pay to Master Lessor pursuant to the terms, covenants and
conditions set forth in Article 4 of the Master Lease; provided, however, that for purposes of
calculating such amounts, the (i) Base Taxes shall mean the Taxes for the 2008 calendar year,
and (ii) Base Operating Costs shall mean the Operating Costs for the 2008 calendar year. Such
amounts shall be tend ered to Sublessor within thirty (30) days of receipt of invoice, along with
3
reasonable back-up documentation. All amounts which Sublessee is required to pay or discharge
pursuant to this Sublease (in addition to Monthly Rent), together with any interest or penalty
which may be added for late payment thereof, shall constitute additional rent hereunder
(“Additional Rent”). In the event of any failure by Sublessee to pay or discharge any such
amount, Sublessor shall have all rights, powers and remedies provided for herein or by law or
otherwise in the case of nonpayment of Monthly Rent. Any payments due from Sublessee to
Sublessor pursuant to the terms, covenants and conditions of the Master Lease shall,
notwithstanding the terms, covenants and conditions of the Master Lease, be paid to Sublessor at
Honeywell Technology Solutions Inc., c/o JP Morgan Chase Bank, 23230 Network Place,
Chicago, IL 60673-1232, or at such place as Sublesso r may from time to time designate in
writing, within ten (10) days of receipt of invoice by Sublessee from Sublessor. If Sublessor
exercises its audit rights under section 4.2.3 of the Master Lease and Sublessor’s share of
Operating Costs are adjusted, Sublessee shall receive the prorata benefit and/or detriment of any
such adjustment in the form of a credit or debit, as the case may be, against the Monthly Rent
next due.
(c) Security Deposit. To secure the full and faithful performance by Sublessee
of all the terms, provisions, conditions, covenants and obligations (including, without limitation,
the payment of Monthly Rent and Additional Rent) on Sublessee’s part to be performed
hereunder, Sublessee, simultaneously with the execution of this Sublease, shall deliver to
Sublessor an unconditional, clean, irrevocable letter of credit, payable on sight, in the amount of
Twenty Eight Thousand Four Hundred Seventy Five and 34/100 Dollars ($28,475.34), and
otherwi se satisfying the criteria of this Article (each letter of credit that Sublessee is required to
deliver pursuant to this Article 4(c), a “Letter of Credit”).
Each Letter of Credit shall (1) be a clean, unconditional and irrevocable letter of credit,
for the benefit of Sublessor, (2) be issued by a bank that is acceptable to Sublessor), (3) expire
not less than one year from the date of issuance thereof, (4) by its express terms, be drawable
upon at a bank branch in Alexandria or such other location requested by Sublessor, by
presentation only of a sight draft, (5) provide for the automatic extension of such Letter of Credit
for additional periods of one year from the initial and each future expiration date thereof (the last
such extension to provide for the continuance of such Letter of Credit for at least ninety days
beyond the Expiration Date), unless the bank issuing same gives Sublessor written notice by
certified mail, return receipt requested, of its intentio n not to renew such Letter of Credit not less
than 45 days prior to the initial or any future expiration date of such Letter of Credit, (6) be
transferable by Sublessor to any transferee of Sublessor’s interest in this Sublease, without cost
to Sublessor, and (7) otherwise be reasonably acceptable in form and substance to Sublessor. If
Sublessor shall transfer its interest in this Sublease, Sublessee shall, at the request of the
transferor or transferee, replace or amend each Letter of Credit within 10 days following such
request, so that the transferee is named as the beneficiary. Any transfer fee or charge imposed by
the bank issuing the Letter of Credit shall be reimbursed to Sublessor (or, at Sublessor’s option,
paid) by Sublessee within 15 days following Sublessor’s request.
4
If Sublessee defaults in any of its obligations under this Sublease (including its obligation
to pay Monthly Rent or Additional Rent), then Sublesso r may (i) draw down on any Letter of
Credit and/or (ii) use, apply or retain the whole or any part of such draw for the payment of any
Monthly Rent or Additional Rent or any other sum as to which Sublessee is in default under this
Sublease or for any sum that Sublessor expends or is required to expend by reason of Sublessee’s
default under this Subease or for any damages incurred by Sublessor as a result of such default
(including, but not limited to, any damages or deficiency accrued before or after summary
proceedings or other re-entry by Sublessor). Sublessee waives any right to enjoin (and agrees not
to seek to enjoin) a drawing on any Letter of Credit.
If (1) Sublessor transfers (or intends to transfer) its right, title and interest under this
Sublease to a third party, the bank issuing any Letter of Credit fails to consent to the transfer of
such Letter of Credit to such third party and Sublessee fails to deliver to the transferee a new
Letter of Credit (satisf ying all of the requirements of this Article 4(c)), and such failure continues
for ten business days after Sublessor gives Sublessee notice thereof, or (2) notice is given by the
bank issuing any Letter of Credit that it does not intend to renew the same and a replacement
Letter of Credit (satisfying all of the criteria in this Article 4(c) and in the same amount as the
Letter of Credit being replaced) is not delivered to Sublessor within ten days after such notice is
given, or (3) at any time any Letter of Credit is otherwise scheduled to expire in less than 30 days
(and a replacement thereof, satisfying all of the criteria in this Article 4(c), has not been delivered
to Sublessor at such time), then, in any such event, Sublessor may draw on the applicable Letter
of Credit and hold the proceeds thereof as security for the full and faithful performance by
Sublessee of all of its covenants, conditions and agreements in this lease (including the payment
of rent), and apply such pr oceeds in the manner described in the immediately preceding
subparagraph of this Article 4(c). If (x) Sublessor draws on a Letter of Credit pursuant to the
immediately preceding sentence, and (y) Sublessee, subsequent to such draw, furnishes to
Sublessor a Letter of Credit (satisfying all of the requirements of this Article 4(c)) in the amount
of such draw, then Sublessor shall return to Sublessee the proceeds of such draw (to the extent
not theretofore applied, or then entitled to be applied, by Sublessor).
If at any time (i) Sublessor uses, applies or retains the whole or any part of the proceeds
of any Letter of Credit furnished to Sublessor pursuant to this Article 4(c), or (ii) any Letter of
Credit furnished to Sublessor pursuant to this Article 4(c) expires, then, in either such event,
Sublessee shall immediately deposit with Sublessor one or more further Letters of Credit
(meeting all of the requirements of this Article 4(c)) equal to the amount so used, applied or
retained as aforesaid (and/or in the amount of the Letter of Credit that so expired, as the case may
be), so that at all times during the Term hereof Sublessor shall have in its possession one or more
Letters of Credit (meeting all of the requirements of this Article 4(c)) that in the aggregate are
equal to Twenty Eight Thousand Four Hundred Seventy Five and 34/100 Dollars ($28,475.34)
(and if Sublessee fails to make any such deposit, then Sublessor shall have the same rights and
remedies against Sublessee as for the nonpayment of Monthly Rent).
If a transfer of Sublessor’s interests hereunder occurs, then Sublessor may transfer each
5
Letter of Credit to the transferee, and Sublessor shall thereupon be released by Sublessee from all
liability for the return of such Letter of Credit and Cash Security Deposit.
Sublessee shall not assign or encumber or attempt to assign or encumber any Letter of
Credit (or any proceeds thereof) , and Sublessor shall not be bound by any such assignment,
encumbrance or attempted assignment or encumbrance. Sublessor may pledge and/or deposit
any Letter of Credit to or with a mortgagee or underlying lessor.
If Sublessee shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this Sublease, then each unapplied Letter of Credit furnished to Sublessor
pursuant to the above provisions of this Article 4(c) (and any unapplied proceeds from the draw
of any such Letter of Credit) shall be returned to Sublessee within 30 days after the Sublessee
vacates the Premises (after first deducting any sums owing to Sublessor) in the condition and in
accordance with the provisions of this Sublease.
5.Use and Compliance With Law.
(a) Use. Sublessee shall use the Premises only for general office purposes,which to the extent permitted in the Master Lease or as otherwise approved in writing by Master
Lessor may include a presentation room for Sublessee’s products, and for no other purpose
without the prior written consent of Sublessor and Master Landlord. Sublessee shall not (i)
permit any waste upon or do any damage to the Premises, (ii) use or permit the use of the
Premises for any unlawful purpose, or (iii) permit any rubbish, refuse or garbage to accumulate
or create a fire hazard in, on or about the Premises. If, as a result of Sublessee’s use and
occupancy of the Premises, Sublessor’s costs and expenses associated with the Premises or
Master Lease are increased in any manner whatsoever, Sublessee shall be responsible for one
hundred percent (100%) of such additional cost to Sublessor. In such event, Sublessor shall
deliver to Sublessee a statement identifying Sublessee’s activity which resulted in such increased
cost and Sublessee shall reimburse Sublessor for such increased cost within ten (10) days of
receipt of such statement.
(b) Compliance With Law. Suble ssee, at Sublessee’s sole cost and expense,
shall comply with any covenants or restrictions of record, or any applicable building codes, laws,
ordinances, orders, rules and regulations whether state, federal, municipal or promulgated by
other agencies or bodies having jurisdiction over the Premises or the Building of which the
Premises are a part including, without limitation, the Americans With Disabilities Act (“ADA”)
and obtaining any and all licenses, permits, certificates of occupancy or similar such
requirements necessary or applicable to Sublessee or Sublessee’s use or occupancy of the
Premises (collectively, “Legal Requirements”). To the actual knowledge, without inquiry, of
Sublessor’s employee, David S. Derr, Sublessor has not received any written notices that the
Building currently violates any Legal Requirements.
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6. Incorporation of Master Lease. The provisions of the Master Lease are (exceptas otherwise herein specifically provided) hereby incorporated in this Sublease with the same
effect as if entirely rewritten herein, and shall fix the rights and obligations of the parties hereto
with respect to the Premises with the same effect as if Sublessor and Sublessee were,
respectively, the landlord and tenant named in the Master Lease, including without limitation,
Section 6.2.1(e) of the Master Lease. Sublessee hereby covenants to perform the covenants and
undertakings of Sublessor as tenant under the Master Lease during the Term of this Sublease, and
agrees not to do or permit to be done any act which shall result in a violation of any of the terms,
covenants and conditions of the Master Lease. Except as otherwise specifically provided herein,
Sublessee is to have the benefit of the covenants and undertakings of the Master Lessor as
landlord in the Master Lease to the extent the same are applicable to the Premises during the
Term of this Sublease. It is expressly u nderstood and agreed, however, that Sublessor is not in
the position to render any of the services or to perform any of the obligations required of
Sublessor by the terms of this Sublease, and that performance by Sublessor of its obligations
hereunder are conditioned upon due performance by the Master Lessor of its corresponding
obligations under the Master Lease. It is further understood and agreed, therefore, that
notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be in
default under this Sublease for failure to render such services or perform such obligations
required of Sublessor by the terms of this Sublease which are the responsibility of Master Lessor
as landlord under the Master Lease, but Sublessor agrees to take all reasonable measures to cause
Master Lessor to perform said obligations, taking into consideration (but not being bound to
follow) reasonable measures suggested by Sublessee. The term “reasonable measures” shal l not
include legal action against the Master Lessor for Master Lessor’s failure to so perform unless
Sublessee agrees to pay all costs and expenses in connection therewith.
Notwithstanding the foregoing, the following provisions of the Master Lease are not
incorporated in this Sublease: (i) Sections 2.3, 2.4, 2.5, Article 3, Section 5.5(a), 9.3, 10.5, 10.7
and 10.9 of the original Master Lease, and (ii) Section 4, 5, 6, 7 and 9 of the First Amendment to
Lease.
7. Brokers. Each party represents that it has not had dealings with any real estate
broker, finder or other person with respect to this Sublease in any manner, except Cushman and
Wakefield and Cambridge Property Group (collectively, the “Brokers”). Each party shall hold
the other party harmless, and each party shall jointly and severally hold Master Lessor harmless,
from all damages resulting from any claims that may be asserted against the other party by any
broker, finder or other person wit h whom the indemnifying party has or purportedly has dealt.
Sublessor shall be responsible for payment of any brokerage commission to the Brokers.
8. Care of the Premises. Sublessee agrees that Sublessee will take good care of the
Premises, and will commit no waste, and will not do, suffer or permit to be done any injury to the
same. If any maintenance or repairs in, on or about the Premises are caused by the act, neglect,
fault or omission of Sublessee, its agents or employees, Sublessee shall pay to Sublessor the cost
of such maintenance and repairs. Further, any damage to the Premises or Building done by
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Sublessee or Sublessee’s agents (i) in taking in or removing Sublessee’s personal property from
the Premises, or (ii) in bringing in building materials or removing construction debris during
construction of alterations and/or other improvements, shall be repaired by Sublessee, at
Sublessee’s sole cost and expense.
9 . Condition of the Premises.
(a) Sublessee Improvements. Sublessor, using a general contractor (the
(“General Contractor”) proposed by Sublessee and approved by Sublessor (which approval shall
not be unreasonably withheld, conditioned or delayed), shall, at Sublessee's sole cost and expense
(except as provided in the next paragraph), complete and construct the Sublessee improvements
in accordance with the plans and specifications attached hereto and made a part hereof as Exhibit
C (the "Sublessee Improvements"). Sublessor shall obtain all applicable licenses, permits and
approvals to complete such construction. The cost of construction of the Sublessee
Improvements shall be the actual cost to Sublessor of performing the Sublessee Improvements,
including without limitation, all architectural and engineering fees and expenses and all
contractor chages for the cost of the work and materials, profits, general conditions and overhead
and supervision and all filing fees a nd other permitting costs (collectively, the "Work Costs").
Without limiting the foregoing, Sublessee shall be responsible for the reasonable costs incurred
by Master Lessor and Sublessor to review (or hire outside consultants to review) Sublessee’s
plans and specifications for Sublessee Improvements. Sublessor’s (but not Master Lessor’s) cost
of review shall be capped at $1,000.00.
Sublessor shall be responsible for the first Two Hundred Seventy-One Thousand Eight
Hundred Ten and no/100th’s Dollars ($271,810.00) ($17.50 per square foot of the Premises based
upon 15,532 square feet) of the Work Costs, but only to the extent (i) Sublessor receives the
Landlord’s Fourth Floor Contribution from Master Lessor in accordance with Section 7 of the
First Amendment to Lease, and (ii) no more than $77,660.00 of Sublessor’s Contribution (as
defined below) shall be applied to independent third party “soft” costs associated with the
Sublessee Im provements, including without limitation, consulting fees, costs of cabling, set up of
computers, modems, telephones, other office equipment and any applicable moving costs (the
“Sublessor’s Contribution”). Sublessee shall from time to time, within ten (10) days of receipt of
an invoice from Sublessor, pay to Sublessor (or to the General Contractor or such other party as
may be directed by Sublessor) for Work Costs incurred by Sublessor for the Sublessee
Improvements, less any amounts receivable by Sublessor from Master Lessor as Landlord’s
Fourth Floor Contribution.
Sublessor shall enter into a construction contract with the General Contractor to perform
the Sublessee Improvements (the “Construction Contract”), but only in the event that the
Construction Contract provides that (i) Sublessor shall only be liable under the Construction
Contract to pay an amount not to exceed $271,810.00 and (ii) Sublessee shall be liable for all
amounts owed u nder the Construction Contract in excess of $271,810.00 (the “Excess
Amounts”), and the General Contractor shall look solely to Sublessee for the payment of such
8
Excess Amounts. Sublessee shall cause Sublessee’s architect to cooperate with Sublessor with
respect to the Construction Contract, and Sublessee’s architect shall be responsible for approving
the General Contractor’s Applications For Payment. Sublessee agrees to indemnify Sublessor
and its partners, officers, directors, employees, lenders, successors and assigns against, and to
hold Sublessor and its partners, officers, directors, employees, lenders, successors and assigns
harmless from, any and all claims, obligations, liabilities, demands, damages, judgments, costs or
expenses of any kind or nature, including court costs and reasonable attorneys' fees, arising out
of, resulting from and/or relating to, any failure of the Sublessee to pay the Excess Amounts t o
the General Contractor or perform any obligation related thereto.
The Sublessee Improvements shall be deemed “Substantially Completed” or
“Substantially Complete” or in “Substantial Completion” on the date of issuance of a Certificate
of Occupancy or other equivalent approval by the City of Alexandria, Virginia of the Sublessee
Improvements required to be constructed by Sublessor pursuant to this Lease. Sublessor shall
give Sublessee thirty (30) days prior written notice of the anticipated date the Premises will be
ready for occupancy. Within five (5) days following the Commencement Date, Sublessee may
provide Sublessor with a punch list which sets forth any corrective work to be performed by
Sublessor with respect to the Sublessee Improvements which Sublessor, upon receipt, shall
diligently pursue to correct.
The occurrence of any one or more of the following shall constitute a “Sublessee Delay:”
(1) any delay by Sublessee ’s architect or anyone performing services on behalf of Sublessee that
causes a delay in the construction schedule or in the anticipated date of Substantial Completion;
(2) Sublessee’s changes in final plans after approval that causes a delay in the construction
schedule or in the anticipated date of Substantial Completion; or (3) any breach of this Sublease
by Sublessee that causes a delay, including failure to timely make payments with respect to the
Construction Contract required above in this Article 9(a). Sublessee shall also bear all
reasonable out-of-pocket costs and expenses, if any, incurred by Sublessor resulting from
Sublessee Delays. All such costs shall be paid by Sublessee within 20 days of delivery of an
invoice therefore from Sublessor. Sublessee’s failure to deliver such amount within five (5) days
after Sublessee's receipt of a notice of delinquency shall constitute a default under this Sublease.
In the event of the occurrence of one or more inst ances of Sublessee Delay, then (i) Sublessor
may cease performance of the Sublessee Improvements until such default is cured, and (ii) the
date of Substantial Completion shall be accelerated by the aggregate number of days occasioned
by such instances of Sublessee Delay.
Sublessee, at Sublessee’s sole cost and expense, upon expiration or other termination of
the Sublease shall (i) if required by Master Lessor remove the Sublessee Improvements and
repair any damage caused to the Premises by said removal, and (ii) otherwise return the Premises
to the condition required by the Master Lease.
(b) AS IS. Subject to Sublessor’s completion of Sublesse’s Improvements,
Sublessee shall accept the Premises in an “AS IS WITH ALL FAULTS” condition. Sublessee
9
hereby acknowledges that the Premises are in good condition and satisfactory in all respects for
Sublessee’s occupancy. Sublessee further acknowledges and agr ees (a) that Sublessor makes no
representation or warranty whatsoever as to the condition of the Premises including, without
limitation, whether or not the Premises is in compliance with Legal Requirements, and (b) that
Sublessor shall not be required to comply with the provisions of the ADA as such arises from or
extends to the use or occupancy of the Premises, or any portion thereof, by Sublessee. All costs,
expenses and disbursements of every kind and nature resulting from, relating to, or arising out of
ADA compliance as a result of Sublessee’s use and occupancy of the Premises shall be at
Sublessee’s sole cost and expense, but subject to the Sublessor’s Contribution. Sublessor shall
deliver the Premises to Sublessee vacant, free of all occupants and in broom clean condition.
10. Obligations of Sublessee Under Master Lease. It is hereby understood and
agreed that Sublessee’s right to use, possess and enjoy the Premises are subject to the terms,
covenan ts or conditions of the Master Lease and the rights and remedies of Master Lessor
thereunder.
11. Insurance. Sublessee agrees, during the Term hereof, to carry and maintain
insurance required to be carried by Sublessor as tenant under the Master Lease naming both
Sublessor and Master Lessor as additional insureds. Notwithstanding liability limits, said limits
shall not diminish or otherwise impact or affect Sublessee’s obligations hereunder. If annual
premiums paid by Master Lessor or Sublessor for fire and extended coverage insurance at the
Building shall exceed standard rates because of Sublessee’s operations, the contents of the
Premises, or improvements or alterations made by Sublessee (or by Sublessor on Sublesse’s
behalf) with respect to the Premises result in extra-hazardous exposure, Sublessee shall promptly
pay the excess amount of the premium upon demand of Sublessor. Sublessee shall deposit
certificate(s) evidencing said insurance with Sublessor on or before the Commencement Date.
Sublessor and Sublessee each hereby release the other from any and all liability or responsibility
for any loss, injury or damage to the Property, or its contents caused by fire or any other casualty
during the Term of this Sublease, even if such fire or casualty may have been caused by the
negligence (but not the willful misconduct) of the other party or one for whom such party may be
responsible. Each party will use reasonable efforts to obtain policies of insurance which provide
that this release will not adversely affect the rights of the insureds under the policies. The
releases in this Section 11 will be effective whether or not the loss was actually covered by
insurance.
12. Indemnification. Sublessee agrees to indemnify Sublessor and Master Lessor,
their partners, officers, directors, employees, lenders, successors and assigns against, and to hold
Sublessor and Master Lessor, their partners, officers, directors, employees, lende rs, successors
and assigns harmless from, any and all claims, obligations, liabilities, demands, damages,
judgments, costs or expenses of any kind or nature, including court costs and reasonable
attorneys' fees, arising out of, resulting from and/or relating to (a) the use or occupancy of the
Premises by Sublessee, its agents, employees, invitees or contractors, (b) any failure by Sublessee
to perform, keep and obey the terms, covenants or conditions of the Master Lease, (c) any failure
10
by Sublessee to perform, keep and obey the terms, covenants or conditions of this Sublease, and
(d) any act, omission, accident, incident or occurrence on, in or about the Premises during the
Term hereof resulting from the use or occupancy of the Premises by Sublessee, its agents,
employees, invitees or contractors; except to the extent caused by the negligence or intentional
misconduct of Sublessor, its agents, employees, invitees or contractors.
Subles sor agrees to indemnify Sublessee, its partners, officers, directors, employees,
lenders, successors and assigns against, and to hold Sublessee and its partners, officers, directors,
employees, lenders, successors and assigns harmless from, any and all claims, obligations,
liabilities, demands, damages, judgments, costs or expenses of any kind or nature, including
court costs and reasonable attorneys' fees, arising out of, resulting from and/or relating to (a) any
failure by Sublessor to perform, keep and obey the terms, covenants or conditions of the Master
Lease, (b) any failure by Sublessor to perform, keep and obey the terms, covenants or conditions
of this Sublease, and (c) any act, omission, accident, incident or occurrence on, in or about the
Premises during the Term hereof resulting from the negligence or intentional misconduct by
Sublessor, its agents, employees, invitees or contractors; except to the extent caused by the
negligence or intentional misconduct of Sublesse e, its agents, employees, invitees or contractors.
Sublessor’s and Sublessee’s obligations hereunder shall survive the termination of this
Sublease.
13. Sublease and Assignment by Sublessee. It is mutually agreed that Sublessee
may not assign this Sublease or sublease any portion of the Premises without the prior written
consent of Sublessor (which may be withheld in its sole discretion) and Master Lessor, but in any
event subject to the terms and conditions set forth in the Master Lease.
14. Sale and Assignment by Sublessor. Sublessor may sell, assign, convey or
otherwise transfer its interest in the Premises and this Sublease at any time, without notice to or
the consent of Sublessee, and that upon the occurrence of any such sale, assignment, conveyance
or other transfer, Sublessor shall have no further obligation or liability whatsoever hereunder for
any act or occurrence subsequent to the date of any such assignment, except to transfer the
security de posit held by Sublessor to Sublessor’s successor or assign hereunder.
15. Damage, Destruction or Condemnation. In the event of damage or destruction
of the Premises or the taking of all or any part thereof under the power of eminent domain, this
Sublease shall terminate if, but only if, the Master Lease is terminated as a result thereof, and the
Monthly Rent payable hereunder shall abate only as long as and in the same proportion as the
rent due from Sublessor with respect to the Premises to Master Lessor abates as a result thereof.
16. Sublessee Alterations. Sublessee shall make no alterations, additions or
improvements in, on or about the Premises, without the prior written consent of both Sublessor
and Master Lessor and in accordance with the terms, covenants or conditions of the Master
Lease. Prior to commencing any such alterations, additions or improvements, Sublessee shall
11
provide such assurances to Sublessor including, without limitation, waivers of lien, surety
company performance and payment bonds, and personal guarantees of persons of substance, as
Sublessor shall reasonably require to assure payment of the costs thereof and to protect Sublessor
against any loss from mechanics’, laborers’, materialmen’s or other liens. Subject to the terms of
the Master Lease, Sublessor shall advise Sublessee at the time of granting its approval to any
Sublessee alterations if Sublessor shall require Sublessee to remove such alterations upon
expiration or termination of the Sublease.
17. Sublessor Alterations. Sublessor reserves the right to make alterations to the
Premises as and if required by the terms, covenants or conditions of the Master Lease or by any
governmental authority in connection with the use and occupancy of the Premises by Sublessor
and any subtenants of Sublessor.
18. Holding Over. If Sublessee holds over after the expiration or earlier termination
of the Ter m of this Sublease without the express written consent of Sublessor, Sublessee shall
become a tenant at sufferance only, at a rental rate equal to 150% of the rental rate in effect upon
the date of such expiration and otherwise upon the terms, covenants or conditions herein
specified, so far as applicable. Acceptance by Sublessor of Monthly Rent after such expiration or
earlier termination shall not constitute a consent to holdover hereunder or result in a renewal.
The foregoing provisions of this Section are in addition to, and shall not limit Sublessor’s right of
reentry or any other rights of Sublessor hereunder or as otherwise provided by law. In the event
of any unauthorized holding over, Sublessee shall pay and reimburse Sublessor for, and
indemnify Sublessor against, any loss, cost, damage, liability, claim or expense (including
reasonable attorneys' fees) incurred or arising as a result of Sublessee’s holding over including,
without limitation, (a) any and all rental and other obligations and liabilities incurred by
Sublessor under the Master Lease as a consequence of Sublessee’s holding over, whether or not
such rent and other obligations of Sublessor under the Master Lease continue beyond the period
of Sublessee’s holding over, and (b) any losses due to the interruption of Sublessor’s and/or
Master Lessor’s conduct of business at the Premises
19. Entry by Sublessor. Sublessee shall permit Sublessor, Master Lessor, and their
respective agents, representatives and designees to enter into and upon any part of the Premises at
all reasonable hours on, as to Sublessor, reasonable notice (except in an emergency), and as to
Master Lessor, upon such notice, if any, as may be required under the Master Lease, to inspect or
view the same, clean or make repairs, alterations or additions thereto, as Sublessor or Master
Lessor may deem necessary or desirable, and Sublessee shall not be entitled to abatement or
reduction of Monthly Rent by reason thereof.
20. Master Lease. It is understood and agreed by and between the parties hereto that
the existence of this Sublease is dependent and conditioned upon the continued existence of the
Master Lease, and in the event of the expiration, cancellation or termination of the Master Lease
for any reason whatsoever, this Sublease coincidentally and automatically shall terminate without
any liability of Sublessor to Sublessee. Sublessor shall reasonable efforts (as no cost to
12
Sublessor) to obtain for Tenant a subordination, non-disturbance and attornment agreement from
the Master Lessor, provided, however, that if, despite such reasonable efforts, Sublessor is unable
to obtain such agreement, such failure shall not constitute a default by Sublessor under this
Sublease.
21. Limitation of Liability. Sublessor shall not be liable for the failure by Master
Lessor to keep and perform, according to the terms of t he Master Lease, Master Lessor’s duties,
covenants, agreements, obligations, restrictions, provisions or conditions, nor for any delay or
interruption in Master Lessor’s keeping or performance of the same. Sublessor shall not be liable
for, and there shall be no abatement of Monthly Rent, by reason of, Sublessor’s failure to furnish,
or for delay or suspension in furnishing, any services to be provided by Sublessor and/or Master
Lessor hereunder so long as Sublessor abides by the rules and covenants set forth as Lessee under
the Master Lease which have not been assumed by Sublessee hereunder; provided, that if at any
time Sublessor receives a rent abatement under the third paragraph of Section 5.2 of the Master
Lease as to the Premises, Sublessee shall receive a prorata benefit of any such rent abatement in
the form of a credit against the Monthly Rent next due. Notwithstanding the forgoing, under no
circumstances shall Sublessor be liable to Sublessee for any inc idental, indirect, special or
consequential damages resulting from either Sublessor’s performance or failure to perform
pursuant to this Sublease or Master Lessor’s performance or failure to perform pursuant to the
Master Lease, whether due to breach of contract, breach of warranty, negligence or otherwise. In
no event shall Sublessee be entitled to damages in the event of a breach of this Sublease by
Sublessor in excess of the then outstanding balance of Monthly Rent due and payable during the
then existing Term of this Sublease.
22. Hazardous Substances. Sublessee shall not install, use, generate, store, transport
or dispose of in, on, from or about the Premises any hazardous substances, toxic chemicals,
pollutants or other materials regulated pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601-9657, as amended, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sec. 6901 et seq., or any similar state law or
local ordinance, including, without limitation, any materials containing asbestos, polychlorinated
biphenyls, petroleum, crude oil or natural gas (collectively "Hazardous Substances") without
Sublessor's and Master Lessor’s prior written approval. Sublessee further agrees to indemnify
and hold Sublessor and Master Lessor harmless from and against any claim, damage, fine or
other expense (including court costs, attorneys' fees and other costs of defenses) arising out of
Sublessee's installation, use, generation, storage, transportation or disposal of any Hazardous
Substances in, on, from or about the Premises.
23. Waiver. A waiver by Sublessor of any default, breach or failure of Sublessee
under this Sublease shall not be construed as a waiver of any subsequent or different default,
breach or failure.
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24. Successors and Assigns. All of the terms, covenants, or conditions of this
Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
25. Captions. The captions used on the Sections of this Sublease are for convenience
only, are not a part of this Sublease, and are not to be considered in the interpretation hereof.
26. Relationship of Parties. This Sublease does not and shall not create the
relationship of principal and agent, or of partnership, or of joint venture, or of any other
association between Sublessor and Sublessee, the sole relationship between the parties hereto
being strictly that of Sublessor and Sublessee.
27. Defined Terms. All terms used herein and defined in the Master Lease shall have
the definitions assigned to such terms in the Master Lease, except as otherwise provided herein.
28. Notices. Whenever in this Sublease it shall be required or permitted that notice or
demand be given or served by either party to this Sublease, such notice or demand shall be given
or served in writing and sent to Sublessor and Sublessee at the addresses set forth below:
Sublessor: Honeywell Technology Solutions Inc.
c/o Honeywell International Inc.
Global Real Estate
1500 West Dundee Road
Arlington Heights, Illinois 60004
Attn: Vice President, Global Real Estate
Facsimile: 847 ###-###-####
With copy to: Honeywell Technology Solutions Inc.
7000 Columbia Gateway Drive
Columbia, MD. 21046
Attn: Ed McFarland - Director Contracts & Procurement
Facsimile: 410 ###-###-####
Sublessee:
Before the
Commencement Date: Cuisine Solutions, Inc.
85 S. Bragg Street, Suite 600
Alexandria, VA 22312
14
After theCommencement Date: Cuisine Solutions, Inc.
2800 Eisenhower Avenue, Suite 450
&n bsp; Alexandria, Virginia 22314
Attn: Felipe Hasselmann
Facsimile: 703 ###-###-####
All such notices shall be sent by (i) certified or registered mail, return receipt requested, and shall
be effective three (3) days after the date of mailing; (ii) Federal Express or similar overnight
courier and shall be effective one (1) day after delivery to Federal Express or similar overnight
courier; (iii) facsimile transmission and shall be effective on the date of transmission; or (iv)
personal service and shall be effective on the same day as service. Any such address may be
changed from time t o time by either party serving notices as provided above.
29. Signage. Any signage requirements of Sublessee shall be subject to the terms,
covenants and conditions of the Master Lease and shall further require the prior written consent
of Sublessor and Master Lessor.
30. Furniture. Sublessor shall have no obligation to provide any furniture for
Sublessee’s use.
31. Access. Subject to any and all causes outside Sublessor’s reasonable control,
Sublessor shall provide Sublessee with access to the Premises twenty (24) hours per day, three
hundred sixty-five (365) days per year.
32. Counterparts/Facsimile Signature. This Sublease may be executed
simultaneously in two or more counterparts each of which shall be deemed an original, but all of
which shall constitute one and the same Sublease. Sublessor and Sublessee agree that the
delivery of an executed copy of this Sublease by facsimile shall be legal and binding and shall
have the same full force a nd effect as if an original executed copy of this Sublease had been
delivered.
33. Condition Precedent. A condition precedent to the effectiveness of this Sublease
is that the Master Lessor under the Master Lease shall have consented, as set forth below, to each
of the following (“Master Lessor’s Consent”):
(i) the subletting of the Premises described herein on the terms, covenants or
conditions contained in this Sublease, including without limitation, Sublessor’s
use of the Sublessor’s Contribution (which funds Master Lessor confirms Master
Lessor shall provide to Sublessor in accordance with Section 7 of the First
Amendment to Lease) for the payment of Sublessee Improvements; and
15
(ii) the Sublessee Improvements (and Master Lessor shall state whether or not
Sublessee shall be required to remove the Sublessee Improvements upon
expiration of the Sublease); and
(iii) Sublessee’s use of the Premises to include a presentation room for Sublessee’s
products.
If Master Lessor’s Consent is not obtained within ninety (90) days from the Date of this
Sublease, this Sublease shall at the option of Sublessor or Sublessee upon written notice to the
other be null and void and of no force or effect.
[NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, the respective parties hereto have executed this Sublease or
caused this Sublease to be executed by their duly authorized representatives the day and year set
forth above.
; SUBLESSOR:
HONEYWELL TECHNOLOGY
SOLUTIONS INC.
By: _/s/ John J Tus ______________
Its: __VP and Treasurer________
By: ___/s/ Felipe Hasselmann_______
Its: ____Chief Operating Officer__
SOLUTIONS INC.
By: _/s/ John J Tus ______________
Its: __VP and Treasurer________
SUBLESSEE:
CUISINE SOLUTIONS, INC.By: ___/s/ Felipe Hasselmann_______
Its: ____Chief Operating Officer__
17
The undersigned, Master Lessor under the Master Lease, hereby consents to:
(i) the subl etting of the Premises described herein on the terms, covenants or conditions
contained in this Sublease, including without limitation, Sublessor’s use of the
Sublessor’s Contribution (which funds Master Lessor confirms Master Lessor shall
provide to Sublessor in accordance with Section 7 of the First Amendment to Lease)
for the payment of Sublessee Improvements; and
(ii) the Sublessee Improvements (and Sublessee shall [be] [not be] required to remove
the Sublessee Improvements upon expiration of the Sublease) ; and [MASTER
LESSOR TO CIRCLE ONE OF BRACKETS]
(iii) Sublessee’s use of the Premises to include a presentation room for Sublessor’s
products.
This consent shall apply only to this Sublease and shall not be deemed to be a consent to any
other Sublease.
Dated: ___________, 2008
MASTER LESSOR:
HUB PROPERTIES TRUST
By: __________________________
Its: _______________________
Exhibit A
(Master Lease)
Exhibit B
(Premises)
Exhibit C
(Sublessee Improvements)
