SCIENCE DYNAMICS CORPORATION/PRO CIRCUITS, INC.
SUBLEASE
This sublease is made between SCIENCE DYNAMICS CORPORATION ("Sublessor")
and PRO CIRCUITS, INC. ("Sublessee"). On August 8, 1990, Sublessor, as
tenant, entered into a lease agreement (the "Original Lease") with CHERRY
HILL INDUSTRIAL SITES, INC., a New Jersey Corporation for the premises
known as 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 00000, more
particularly described in the Original Lease (the "Premises"), the term of
the Original Lease being for a period of five (5) years, commencing on
September 1, 1990 and terminating on August 31, 1995. The Original Lease
was subsequently modified pursuant to a Lease Modification and Extension
Agreement made on March 28, 1995, wherein the term of the Original Lease
was modified to be from May 1, 1995 through April 30, 2005. The said
Cherry Hill Industrial Sites, Inc. subsequently sold the leased premises to
FIRST INDUSTRIAL REALTY TRUST, INC., which is hereinafter referred to as
"Landlord". The term "Original Lease" incorporates by reference the March
28, 1995 Lease Modification and Extension Agreement.
Sublessor:
SCIENCE DYNAMICS CORPORATION Sublessee:
a Delaware corporation PRO CIRCUITS, INC.
0000 Xxxxxxxxxx Xxxx a New Jersey corporation
Xxxxxx Xxxx, XX 00000 Xxxx 0, Xxxxxxxxxx Xxxxxxx
(000) 000-0000 Xxxxxxxxxx, XX 00000
(000) 000-0000
Rental Space: Portion of 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx
00000 (See 1. "Rental Space")
Effective Date: Upon Landlord
approval The payment of Rent shall commence
Term: on October 1, 1998. Rent during
Beginning: Upon Landlord the term of the Sublease will be $5
approval per square foot per year, payable
Ending: May 31, 2002 monthly, with the initial monthly
Security: $9,746.67 payment to be $9,746.67.
Rent for the term: $428,853.32 Use of Rental Space: Assembly and
sale of electronic circuit boards
Liability Insurance. Minimum
amounts: for Sublessee's Pro Rata Share: The
each person injured $1,000,000; for percentage of the Premises leased
any one to Sublessee under this Sublease,
accident $3,000,000; for property as modified from time to time
damage (initially 23,392/49,300 =47.45%)
$250,000.
1. Rental Space.
2. Rent.
3. Additional Rent.
4. Late Charge, Bad Checks, and
Default.
5. Security Deposit.
6. Possession and Use.
7. Delay in Giving of Possession.
9. Liability Insurance.
10. Unavailability of Insurance,
Rate Increases.
11. Water Damage.
12. Liability of Sublessor and
Sublessee.
13. Assignment and Subletting.
14. Quiet Enjoyment.
15. Sublessee's Repairs,
Maintenance, Compliance.
16. Sublessor's Repair and
Maintenance.
17. No Alterations.
18. Access to Rental Space.
19. Estoppel Certificate.
20. Authorizations.
21. Sign To Re-Rent.
22. Signs.
23. Eminent Domain.
24. Fire and Other Casualty.
25. Violation, Eviction, Re-entry
and Damages.
26. Removal of Equipment.
27. Sublessee Bankruptcy.
28. End of Term.
29. Environmental Compliance.
30. Subordination to Original
Lease.
31. Notices.
32. Binding Effect.
33. Captions.
34. Counterparts and/or Facsimile
Signature.
35. Situs.
36. Non-Waiver.
37. Severability.
38. Modification.
39. Entire Agreement.
40. Signatures.
1. Rental Space.
a. The Rental Space shall include approximately 23,392 square feet
of the Premises as more particularly set forth in Exhibit "A".
b. Sublessee shall have an option to lease the additional portion of
the Premises specifically designated on Exhibit A as the Optional Rental
Space. The rental of such Optional Rental Space shall be under the same
terms and conditions as the Rental Space (except for the increases in the
Rent and Sublessee's Pro Rata Share).
c. In the event that Sublessor proposes to rent or vacate its
portion of the Premises as shown on Exhibit "A" prior to the expiration of
this Sublease, then Sublessor shall notify Sublessee in writing of such
intention. Sublessee shall have until 5:00 P.M. on the fifteenth day
following receipt by the Sublessee of such notice to provide notice of its
intent to lease Sublessor's portion of the Premises in accordance with the
terms and conditions of this Agreement. Upon such notice, the parties
shall promptly prepare an amendment to this Sublease for such additional
Rental Space.
d. Any modifications or "fit-up" which Sublessee proposes to make to
the Rental Space shall first be approved by the Sublessor and secondly by
the Landlord, and the cost of any and all such modifications shall be borne
by the Sublessee.
2. Rent.
Sublessee shall pay the monthly Rent to the Sublessor at the Sublessor's
address. It is understood and agreed that the Rent is due and payable on
the first day of each and every month.
If the Sublessee fails to comply with any agreement in this Sublease, the
Sublessor may do so on behalf of the Sublessee. The Sublessor may charge
the cost to comply, including reasonable attorney's fees, to the Sublessee
as Additional Rent. The Additional Rent shall be due and payable as Rent
with the next monthly Rent payment. Non-payment of Additional Rent shall
give the Sublessor the same rights against the Sublessee as if the
Sublessee failed to pay Rent.
3. Additional Rent.
a. Real Estate Taxes. The Sublessor agrees to pay all real estate
taxes for the Premises through April 30, 1999. Thereafter, the Sublessee
agrees to pay to the Sublessor, as Additional Rent, Sublessee's Pro Rata
Share of all Real Estate Taxes on the building and land and Assessments
levied against the property for any year (or portion thereof) during the
term of this lease.
b. Repairs to Roof. Sublessor shall be solely responsible for
repairs to the roof of the Premises unless the repairs are due to the
actions of Sublessee.
c. Upgrading. Sublessor shall be solely responsible for paying the
upgrading fee of $1,027 per month set forth in Section 13 of the Original
Lease. Sublessee shall pay Sublessee's Pro Rata Share of any future
increases in such upgrading fee.
d. Landscaping. Sublessor shall be solely responsible for the
landscaping fee of $300 per month set forth in Section 5 of the Original
Lease. Sublessee shall pay Sublessee's Pro Rata Share of any future
increases in such landscaping fee.
e. Other Costs. Except as set forth in Sections 3a, 3b, 3c and 3d
above, Sublessee shall also pay Sublessee's Pro Rata Share of all other
costs of the Premises paid by Sublessor pursuant to the terms of the
Original Lease, as Additional Rent. These costs will include, but not be
limited to, window cleaning, signs, repairs, municipal improvements,
garbage removal (if not paid by Sublessee otherwise), cleaning of the
entire premises, snow, ice, debris and trash removal, replacement and
maintenance of landscaping, policing and regulating traffic, repairing and
replacing paving, curbs, walkways, drainage pipes, ducts and conduits,
maintenance and repair of all lighting and lighting facilities,
electricity, fuel, security services, alarm and sprinkler systems,
structural repairs to the building including roof and exterior walls,
painting, janitorial, water and sewer charges including maintenance and
rents (if not paid by Sublessee otherwise), charges and stand-by fees,
legal and accounting fees, and other expenses charged which would be
considered an expense of maintaining, operating or repairing the premises
under sound legal and accounting principles, all insurance premiums for
Business Owners Package Insurance Policy including, but not limited to,
casualty, fire, comprehensive general liability, extended coverage and any
other insurance that Sublessor deems necessary. The above items will be
estimated in advance on an annual basis by the Sublessor and 1/12 of the
said estimate will be due and payable with each monthly Rent. A
reconciliation and adjustments of balance due or refund (if any) will be
made as of December 31 of each calendar year and a new adjustment figure
will be established by the Sublessor for the following year. Notification
will be made by Sublessor to Sublessee no later than February 15 of the
following year. The refund or balance due (if any) will be paid within 15
days of notification.
f. Utilities and Services.
The Sublessee shall arrange and pay for all utilities and services required
for the Rental Space, including but not limited to the following:
(a) Heat (d) Gas (g) Air Conditioning
(b) Hot and cold water (e) Maintenance service contracts (h) Water
(c) Electricity (f) Exterminating contracts (i) Sewer
In the event a utility or service cannot be billed directly to Sublessee,
then Sublessee will pay Sublessee's Pro Rata Share of such utility directly
to Sublessor as Additional Rent.
The Sublessor is not liable for any stoppage or reduction of utilities and
services beyond the control of the Sublessor. This does not excuse the
Sublessee from paying Rent.
4. Late Charge, Bad Checks, and Default.
If the Rent is not received by Sublessor by the 8th of the month, there
will be due and payable a late charge of $150.00. In the event any check
delivered for payment of Rent does not clear the bank by reason of
insufficient funds, or any other reasons, at the option of the Sublessor,
such conduct shall constitute grounds for cancellation of the Sublease or
at the Sublessor's option, Sublessee shall pay as Additional Rent the sum
of $75.00 for servicing the Sublessor's account. Also, in the event
Sublessee's check is returned by reason of insufficient funds, then in the
future the tenant shall pay by either money order or certified check.
Sublessee shall be in default of the terms of this Sublease if the Rent is
not received by Sublessor by the fifteenth (15th) day of the month.
5. Security Deposit.
The Sublessee has deposited with the Sublessor $9,746.67 as security for
the Sublessee's performance of the terms of this Sublease. The Sublessor
may use, apply, or retain all or any part of the security to the extent
required for the payment of any Rent, Additional Rent, or other sum or debt
as to which the Sublessee is in default or for any sum expended or incurred
by Sublessor due to Sublessee's default in any term of this Sublease,
including, but not limited to, any damages or deficiency in the reletting
of the Subleased property, whether such damages or deficiency accrued
before or after summary proceedings or other reentry by the Sublessor. If
the Sublessee complies with all of the terms of this Sublease, the security
shall be returned to the Sublessee, without interest, after the date fixed
as the end of the Sublease and after delivery of possession of the
Subleased property to the Sublessor. The Sublessee shall not assign or
encumber the money deposited as security, and neither the Sublessor nor its
successors or assigns shall be bound by any such assignment or encumbrance.
6. Possession and Use.
The Sublessor shall give possession of the Rental Space to the Sublessee
for the Term. The Sublessee shall take possession of and use the Rental
Space for the purpose stated above. The Sublessee may not use the Rental
Space for any other purpose without written consent of the Sublessor.
The Sublessee shall not allow the Rental Space to be used for any unlawful
or hazardous purpose. The Sublessee shall obtain any necessary certificate
of occupancy or other certificate permitting the Sublessee to use the
Rental Space for that use.
The Sublessee shall not use the Rental Space in any manner that results in
(1) an increase in the rate of fire or liability insurance or (2)
cancellation of any fire or liability insurance policy on the Rental Space.
The Sublessee shall comply with all reasonable requirements of the
insurance companies insuring the Rental Space. Sublessee shall not be
required to incur major cost items such as sprinkler or alarm systems. The
Sublessee shall not abandon the Rental Space during the Term of this
Sublease or permit it to become vacant.
7. Delay in Giving of Possession.
This paragraph applies if (a) the Sublessor cannot give possession of the
Rental Space to the Sublessee on the beginning date and (b) the reason for
the delay is not the Sublessor's fault. The Sublessor shall not be held
liable for the delay. The Sublessor shall then have 90 days in which to
give possession. If possession is given within that time, the Sublessee
shall accept possession and pay Rent from that date. The ending date of the
Term shall not change. If possession is not given within that time this
Sublease may be cancelled by either party on notice to the other.
8. Acceptance of Rental Space.
The Sublessee has inspected the Rental Space and agrees that the Rental
Space is in satisfactory condition. The Sublessee accepts the Rental Space
"as is".
9. Liability Insurance.
The Sublessee shall obtain, pay for, and keep in effect for the benefit of
the Sublessor and the Sublessee (and, if required, the Landlord) public
liability insurance on the Rental Space which meets the requirements of the
insurance provisions of the Original Lease. The insurance company must be
acceptable to the Sublessor. This coverage must be in the minimum amounts
as follows:
Liability Insurance. Minimum amounts: for each person injured $1,000,000
for any one accident $3,000,000 for property damage $250,000.
The Sublessee shall deliver the original policy to the Sublessor with proof
of payment of the first year's premiums. This shall be done not less than
15 days before the Beginning of the Term. The Sublessee shall deliver a
renewal policy to the Sublessor with proof of payment not less than 15 days
before the expiration date of each policy.
10. Unavailability of Fire, Liability and Broad Form Insurance, Rate
Increases.
If due to the Sublessee's use of the Rental Space the Sublessor cannot
obtain insurance on the Building in an amount and form acceptable to the
Sublessor, the Sublessor may cancel this Sublease on 30 days notice to the
Sublessee. If due to the Sublessee's use of the Rental Space the insurance
rate is increased, the Sublessee shall pay the increase in the premium to
the Sublessor on demand.
11. Water Damage.
The Sublessor shall not be liable for any damage or injury to any persons
or property caused by the leak of flow of water or into any part of the
Building.
12. Liability of Sublessor and Sublessee.
The Sublessor shall not be liable for injury or damage to any person or
property unless it is due to the Sublessor's act or neglect. The Sublessee
shall defend the Sublessor from and reimburse the Sublessor for all
liability and costs resulting from any injury or damage due to the act or
neglect of the Sublessee or the Sublessee's employees.
13. Assignment and Subletting.
(a) Sublessee shall not, without prior written consent of Sublessor:
(i) assign or in any manner transfer this Sublease or any estate
or interest therein,
(ii) permit any assignment of this Sublease or any estate or
interest therein by operation of law,
(iii) sublet the Premises or any part thereof,
(iv) grant any license, concession, or other right of occupancy
of any portion of the Premises, or
(v) permit the use of the Premises by any parties other than
Sublessee, its agents, and employees.
Any such acts without Sublessor`s prior written consent shall be void and
of no effect. Consent by Sublessor to one or more assignments or
sublettings shall not operate as a waiver of Sublessor`s rights as to any
subsequent assignments and sublettings. Notwithstanding any assignment or
subletting, Sublessee and any guarantor of Sublessee`s obligations under
this Sublease shall at all times remain fully responsible and liable for
the payment of the Rent herein specified and for compliance with all of
Sublessee`s other obligations under this Sublease. If an event of default,
as herein defined, should occur while the Premises or any part thereof are
then assigned or sublet, Sublessor, in addition to any other remedies
herein provided or provided by law, may at its option collect directly from
such assignee or sublessee all rents becoming due to Sublessee under such
assignment or sublease and apply such Rent against any sums due to
Sublessor by Sublessee hereunder, and Sublessee hereby authorizes and
directs any such assignee or sublessee to make such payments of Rent
directly to Sublessor upon receipt of notice from Sublessor. No direct
collection by Sublessor from any such assignee or sublessee shall be
construed to constitute a novation or a release of Sublessee or any
guarantor of Sublessee from the further performance of Sublessee`s
obligations under this Sublease. Nor shall such direct collection from
Sublessee`s assignee, sublessee, or occupant of the Premises be deemed a
waiver of the covenant in this Sublease contained against assignment and
subletting or a release of Sublessee under this Sublease. Sublessee shall
not mortgage, pledge, or otherwise encumber its interest in this Sublease
or in the leased Premises.
(b) If Sublessee requests Sublessor`s consent to an assignment
of the Sublease or subletting of all or a part of the Premises, it shall
submit to Sublessor, in writing, the name of the proposed assignee or
subtenant and the nature and character of the business of the proposed
assignee or subtenant, the term, use, rental rate, and other particulars of
the proposed subletting or assignment, including without limitation,
evidence satisfactory to Sublessor that the proposed subtenant or assignee
is financially responsible and will immediately occupy and thereafter use
the Premises (or any sublet portion thereof) for the remainder of the Term
(or for the entire term of the sublease, if shorter).
(c) If Sublessor consents to any subletting or assignment by
Sublessee as hereinabove provided, and subsequently any rents received by
Sublessee under any such sublease are in excess of the Rent payable by
Sublessee under this Sublease, or any additional consideration is paid to
Sublessee by the assignee under any such assignment, then Sublessor may, at
its option, declare fifty (50%) percent of such excess rents under any
sublease or such additional consideration for an assignment to be due and
payable from Sublessee to Sublessor as Additional Rent hereunder. The
parties agree that Sublessor shall be entitled to no part of the sale of
the equipment or the business.
(d) Sublessor shall have the right to transfer, assign, and
convey, in whole or in part, the Building and any and all of its rights
under this Sublease, and in the event Sublessor assigns its rights under
this Sublease and the assignee explicitly assumes Sublessor's obligations
under this Sublease, Sublessor shall thereby be released from any further
obligations hereunder, and Sublessee agrees to look solely to such
successor in interest of the Sublessor for performance of such obliga
tions.
14. Quiet Enjoyment.
Subject to the Landlord's consent, the Sublessor has the right to enter
into this Sublease. If the Sublessee complies with this Sublease, the
Sublessor must provide the Sublessee with undisturbed possession of the
Rental Space.
15. Sublessee's Repairs, Maintenance, Compliance.
The Sublessee shall:
(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters,
or similar groups. Provided, however, Sublessee shall only be responsible
for the cost of compliance which flows from tenant's activities in the
premises. Sublessee shall only be required to make such repairs and
corrections to the premises which are the results of Sublessee's
activities. For example, if Sublessee causes a major structural defect
which requires repair, then Sublessee shall be solely responsible for
correcting such repair.
(b) Maintain the Rental Space and all equipment and fixtures in it in
good repair and appearance.
(c) Maintain the Rental Space in neat, clean, safe, and sanitary
condition free of all garbage.
(d) Keep the walks, driveway, parking areas, yard, entrances,
hallways, and stairs in the area immediately adjacent to the Rental
Premises, clean and free from trash.
(e) Use and maintain all electric, plumbing, heating, air
conditioning, hot water systems and other facilities in the Rental Space
safely.
(f) Use no more electricity than the wiring or feeders to the Rental
Space can safely carry.
(g) Replace all broken glass in the Rental Space including but not
limited to windows and doors.
(h) Do nothing to destroy, deface, damage, or remove any part of the
Rental Space.
(i) Keep no inflammable or dangerous things in the Rental Space.
(j) Promptly notify the Sublessor when there are conditions which
need repair that are the responsibility of the Sublessor.
(k) Do nothing to destroy the peace and quiet of the Sublessor, other
tenants, or persons in the neighborhood.
The Sublessee shall pay any expenses involved in complying with the above.
16. Sublessor's Repair and Maintenance.
The Sublessor shall:
(a) Maintain the Public areas, roof and exterior walls in good
condition (the cost to be allocated as set forth herein).
(b) Make all structural repairs unless these repairs are made
necessary by the act or neglect of the Sublessee or the Sublessee's
employees (the cost to be allocated as set forth herein).
17. No Alterations.
The Sublessee may not make any changes or additions to the Rental Space
without the Sublessor's written consent, which consent shall not be
unreasonably withheld. Any changes or additions made without the
Sublessor's written consent shall by removed by the Sublessee on demand.
All changes or additions made with the Sublessor's written consent shall
become the property of the Sublessor when completed and paid for by the
Sublessee. They shall remain as part of the Rental Space at the end of
the Term. The Sublessor may demand that the Sublessee remove any changes
or additions at the end of the Term. The Sublessee shall promptly pay for
all costs of any changes or additions. The Sublessee shall not allow any
mechanic's lien or other claim to be filed against the Building. If any
lien or claim is filed against the Building, the Sublessee shall have it
promptly removed.
18. Access to Rental Space.
The Sublessor shall have access to the Rental Space on reasonable notice to
the Sublessee to (a) inspect the Rental Space (b) make necessary repairs,
alterations, or improvements, and (c) supply services.
The Sublessor may show the Rental Space to rental applicants at reasonable
hours on notice to the Sublessee within 6 months before the end of the
Term.
The Sublessor may enter the Rental Space at any time without notice to the
Sublessee in case of emergency.
19. Estoppel Certificate.
At the request of the Sublessor, the Sublessee shall sign a certificate
stating that (a) this Sublease has not been amended and is in effect, (b)
the Sublessor has fully performed all of the Sublessor's agreements in
this Sublease, (c) the Sublessee has no rights to the Rental Space except
as stated in this Sublease, (d) the Sublessee has paid all Rent to date,
and (e) the Sublessee has not paid Rent for more than one month in
advance. The Certificate shall also list all the property attached to the
Rental Space owned by the Sublessee.
The Sublessor shall also sign an estoppel certificate, if requested by
Sublessee, in a form that is usually and customarily requested by lenders
and/or purchasers of Sublessee's interest.
20. Authorizations.
The Sublessee shall procure each and every permit, license, certificate or
other authorization and any renewals, extensions or continuance of the
same required in connection with the lawful and proper use of the demised
premises.
21. Sign To Re-Rent.
Sublessor reserves the right, and Sublessee hereby grants the right to
Sublessor, or its agent, to place and continually keep in a conspicuous
place on the demised premises for the information of the public, the usual
and customary "FOR RENT" signs at any time within ninety (90) days prior to
the expiration of the term hereby granted, or to any prior determination
thereof, or any time subsequent to notice from either party of an
intention to terminate this Sublease.
22. Signs.
Subject to the terms of the Original Lease, it is hereby expressly agreed
that the Sublessee, at the Sublessee's own cost and expense will provide an
exterior sign panel advertising the name of the business carried on in the
Premises, said sign to be of a size and kind acceptable to the Sublessor
and Municipality in a sign box provided by Sublessee; said sign box and
panel to remain the property of the Sublessor. However, the Sublessee
shall not erect or install any exterior or door signs, advertising media
or window or door lettering without written consent of the Sublessor.
Sublessee agrees not to use any advertising media that shall be deemed
objectionable to the Sublessor or to other Sublessees, including but not
limited to loudspeakers, phonographs, cd's, or radio broadcasts in a
manner to be heard outside the demised premises.
23. Eminent Domain.
Eminent domain is the right of a government to lawfully condemn and take
private property for public use. Fair value must be paid for the
property. The taking occurs either by court order or by deed to the
condemning party. If any part of the Rental Space is taken by eminent
domain, either party may cancel this Sublease on 30 days notice to the
other. The award shall belong to and be paid to Sublessor, except that
Sublessee may receive any sum paid to Sublessee from the condemning party
for loss of good will, and any sums constituting relocation payments, or
any other payments or benefits to which Sublessee may be entitled, but
which do not constitute any portion of the award for the taking of all or
part of the premises, or any portion of the award constituting severance
damages for the portion of the premises not taken.
24. Fire and Other Casualty.
The Sublessee is liable for the acts and neglect of the Sublessee's
employees.
The Sublessee shall notify the Sublessor at once of any fire or other
casualty in the Rental Space. The Sublessee is not required to pay Rent
when the Rental Space is unusable. If part of the Rental Space can be
used, the Sublessee must pay Rent pro-rata for the usable part. If the
fire or other casualty is caused by the act or neglect of the Sublessee,
the Sublessee shall pay for all repairs and all other damage.
If the Rental Space is partially damaged by fire or other casualty without
the act or neglect of the Sublessee, the Sublessor shall repair it as soon
as possible. This includes the damage to the Rental Space and fixtures
installed by the Sublessor. The Sublessor need not repair or replace
anything installed by the Sublessee.
Either party may cancel this Sublease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the
parties cannot agree, the opinion of a contractor chosen by the Sublessor
and the Sublessee will be binding on both parties. The Sublessee may not
cancel this Sublease if the fire or other casualty is caused by the act or
neglect of the Sublessee.
This Sublease shall end if the Rental Space is totally destroyed by fire or
other casualty without the act or neglect of the Sublessee. The Rent
shall be paid to the date of destruction.
25. Violation, Eviction, Re-entry and Damages.
If the Sublessee violates any agreements in this Sublease, the Sublessor
has the right to end this Sublease and re-enter the Rental Space. This is
done by eviction. The Sublessor may also evict the Sublessee for all
other causes provided by law. The eviction is a court procedure to remove
a Sublessee. It is started by the filing of a complaint in court and the
service of a summons on a Sublessee to appear in court. After a court
order of eviction and compliance with the warrant of removal, the Sublessor
my re-enter and take back possession of the Rental Space. If the cause
for eviction is non-payment of Rent, notice does not have to be given to
the Sublessee before the Sublessor files a complaint. If there is any
other cause to evict, the Sublessor must give to the Sublessee the notice
required by law before the Sublessor files a complaint.
Sublessee is liable for all damages caused by the Sublessee's violation of
any agreement in this Sublease. This includes reasonable attorney's fees
and cost.
After eviction the Sublessee shall pay the balance of the entire Rent for
the Term in full at once. The Sublessee shall also pay (a) all reasonable
expenses incurred by the Sublessor in preparing the Rental Space for
re-renting and (b) commissions paid to a broker for obtaining a new
Sublessee.
26. Removal of Equipment.
Sublessee agrees that if at any time during the continuance of this
Sublease Sublessee removes or attempts to remove Sublessee's goods or
property out of or from said premises, excepting in the ordinary course of
business, without first having paid and satisfied Sublessor in full for all
Rent which may become due during the entire term of this Sublease, then
and in such case such removal or attempt to remove shall be a default, and
the whole Rent for the said term then remaining unpaid shall at the option
of the Sublessor, be taken to be thereupon due and payable and, in arrears,
and Sublessor shall have full power and authority to institute any action
at law or in equity for the collection thereof, or to proceed by distress
or any other process of law to collect the same, or at Sublessor's option
may declare the said term ended and re-enter the said premises and every
part thereof and remove all persons or things therefrom, or to proceed by
action for the recovery thereof or otherwise.
27. Sublessee Bankruptcy.
If the Sublessee becomes insolvent, bankrupt, or makes an assignment for
the benefit of creditors, or is levied upon or sold out by sheriff's or
marshal's or constable's sale, or if a receiver is appointed, then the
Rent for the balance of the term or any part thereof at the option of the
Sublessor, shall become due and payable as if by the terms of the Sublease
it were payable in advance. In case the Rent is at any time unpaid when
due, Sublessee hereby agrees that thereupon the whole Rent for the balance
of the term, or any part thereof at the option of the Sublessor shall
immediately become due and payable as if by the terms of the Sublease it
were payable in advance, and Sublessor may immediately proceed to distrain,
collect or bring action for the said whole Rent or any part thereof.
28. End of Term.
At the end of the Term the Sublessee shall (a) leave the Rental Space
clean, (b) remove all of the Sublessee's property, (c) remove all signs
and restore that portion of the Rental Space on which they were placed,
(d) repair all damage caused by moving and (e) return the Rental Space to
the Sublessor in the same condition as it was at the beginning of the Term
except for normal wear and tear.
If the Sublessee leaves any property in the Rental Space, the Sublessor may
(a) dispose of it and charge the Sublessee for the cost of disposal, or
(b) keep it as abandoned property.
29. Environmental Compliance.
Subject to the terms of the Original Lease, without limiting the generality
of any provisions set forth elsewhere in this Sublease, Sublessee agrees as
follows:
a. Sublessee shall not use, generate, store, treat, dispose of or
otherwise introduce any hazardous waste, hazardous substance or solid waste
as defined in Section 1004(5) and )27) of the Resource Conservation and
Recovery Act ("RCRA"), 42 U.S.C. Sec.6903 (5) and (27), the regulations
promulgated under Section 3001 of RCRA, 42 U.S.C. Sec.6921, Sec.101(14) of
the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), 42 U.S.C. Sec.9601(14), 40 C.F.R. Part 302, and as further
defined in N.J.A.C. 7:1E-1.3 and N.J.A.C. 7:1E-Appendix, and as may be
further defined in any other statutes and regulations applicable to the
Rental Space, as such statutes and regulations may be amended or superseded
from time to time (collectively, "Hazardous Substances"), into, on or
around the Rental Space or the property, and shall not cause, suffer or
permit anyone else to do so. Without limiting any of the obligations of
Sublessee under t he provisions set forth in this Agreement, Sublessee
agrees to clean up all spills and discharges of Hazardous Substances in the
Rental Space or on the property, whether caused or permitted by Sublessee,
in a manner which shall comply with all applicable environmental laws
including, without limitation, the Spill Compensation and Control Act (the
"Spill Act"), N.J.S.A. Sec. 58:10-12.11 et seq. , the Solid Waste
Management Act, N.J.S.A. Sec. 13:1D-1, et. seq.. CERCLA, RCRA, and the
regulations promulgated thereunder. Sublessee shall notify Sublessor in
writing of all such incidents.
b. Sublessee shall immediately deliver to Sublessor a copy of any
summons, citation, directive, notice, complaint, letter or other
communication from any federal, state or local environmental agency,
concerning any alleged violations of any environmental laws or regulations
at the Rental Space or property, or concerning spills or discharges of
Hazardous Substances, or concerning any investigation or request for
information relating to the use, generation, handling, treatment, storage
or disposal of Hazardous Substances in connection with the Rental Space or
property.
c. Sublessee has no knowledge of any lien imposed upon its revenues,
real or personal property pursuant to the Spill Act, and Sublessee has no
actual or constructive notice of any circumstances which might lead to the
imposition of such a lien.
d. Sublessee shall not permit or cause any substance or condition to
exist in, on or around the Rental Space, that may support a claim or cause
of action under the common law or under any federal, state or local
environmental statute, regulation, ordinance or other environmental
regulatory requirement.
e. The provisions of this paragraph regarding environmental
compliance shall survive the expiration or sooner termination of this
Sublease.
f. Sublessee, shall, at Sublessee's own expense comply with the
Industrial Site Recovery Act, and the regulations promulgated thereafter
(ISRA). Sublessee shall, at Sublessee's own expense, make all submissions
to, provide all information to, and comply with all requirements of, the
Bureau of Industrial Site Evaluation ("the bureau") of New Jersey
Department of Environmental Protection ("NJDEP"). Should the Bureau or
any other division of NJDEP determine that a cleanup plan be prepared and
that a cleanup be undertaken because of any spills or discharges of
hazardous substances or wastes at the premises which occur during the term
of this Sublease, then Sublessee shall, at the Sublessee's own expense,
prepare and submit the required plans and financial assurances, and carry
out the approved plans. Sublessee's obligation under this paragraph shall
arise if there is any closing, terminating or transferring of operations
of an industrial establishment at the premises pursuant to ISRA. At no
expense to Sublessor, Sublessee shall promptly provide all information
requested by Sublessor for preparation of non-applicability affidavits and
shall promptly sign such affidavits when requested by Sublessor.
Sublessee shall indemnify, defend and save harmless Sublessor from all
fines, suits, procedures, claims and actions of any kind arising out of or
in any way connected with any spills or discharges of hazardous substances
or wastes at the premises which occur during the term of this Sublease:
and from all fines, suits, procedures, claims and actions of any kind
arising out of Sublessee's failure to provide all information, make all
submissions and take all actions required by the ISRA Bureau or any other
division of NJDEP. Sublessee's obligations and liabilities under this
paragraph shall continue so long as Sublessor remains responsible for any
spills or discharges of Hazardous substances or waste at the premises
which occur during the term of this Sublease. Sublessee's failure to
abide by the terms of this paragraph shall be restrainable by injunction.
g. Sublessee shall promptly provide Sublessor with all documentation
and correspondence provided to NJDEP pursuant to Worker and Community
Right to Know Act, N.J.S.A. 34:5A-1 et seq. and the regulations
promulgated thereunder ("Right to Know Act").
h. Sublessee shall promptly supply to Sublessor all reports and
notices made by Sublessee pursuant to the Hazardous Substance
Discharge--Reports and Notices Act, N.J.S.A. 13:1K-15 et seq. and the
regulations promulgated thereunder ("Reports and Notices Act").
i. Sublessee shall promptly supply Sublessor with any notices,
correspondence and submissions made by Sublessee to NJDEP, the United
States Environmental Protection Agency (EPA), the United States
Occupational Safety and Health Administration (OSHA), or any other local,
state or federal authority which requires submission of any information
concerning environmental matters or hazardous wastes or substances.
30. Subordination to Original Lease. This Sublease is subordinate to and
subject to the terms of the Original Lease, copies of which are attached
hereto. With respect to Landlord (and not with respect to Sublessor), the
terms of the Original Lease shall govern in the case of a conflict between
the terms of the Original Lease and the Sublease. With respect to the
obligations arising between Sublessor and Sublessee, the terms of the
Sublease shall govern in the case of a conflict between the Original Lease
and the Sublease.
31. Notices.
All notices, requests, and demands given to or made upon the parties hereto
shall, except as otherwise specified herein, be in writing and be delivered
by fax, express delivery, in person, or mailed to any such party at the
address of such party set forth on page 1 hereof. Any party may, by notice
hereunder to the other party, designate a changed address for such party.
Any notice, if faxed, shall be deemed received upon confirmation of the
receipt thereof; if sent by express delivery, shall be deemed received upon
delivery as set forth on the express delivery receipt; if personally
delivered, shall be deemed received upon delivery; and if mailed properly
addressed, postage prepaid, registered or certified mail, shall be deemed
dispatched on the registered date or that stamped on the certified mail
receipt, and shall be deemed received the fifth business day thereafter, or
when it is actually received, whichever is sooner. Attempted delivery, in
person or by express delivery at the correct address, shall be deemed
received on the date of such attempted delivery. All references to hours
of the day shall mean the official time in effect on the date in question
in the State of New Jersey.
32. Binding Effect.
This Sublease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns, and legal representatives.
33. Captions.
Captions of the sections of this Sublease are for convenience and reference
only, and the words contained shall not be held to modify, amplify, or aid
in the interpretation of the provisions of this Sublease.
34. Counterparts and/or Facsimile Signature.
This Sublease may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall
constitute an original of this Sublease. When counterparts of facsimile
copies have been executed by all parties, they shall have the same effect
as if the signatures to each counterpart or copy were upon the same
document and copies of such documents shall be deemed valid as originals.
The parties agree that all such signatures may be transferred to a single
document upon the request of any party.
35. Situs.
This Sublease shall be governed by and construed in accordance with the
laws of the State of New Jersey, without giving effect to conflict of laws.
Any action, suit or proceeding arising out of, based on, or in connection
with this Sublease or the transactions contemplated hereby may be brought
only in the Superior Court of the State of New Jersey, venue in Camden
County, or in the United States District Court for the District of New
Jersey in Camden, and each party covenants and agrees not to assert, by way
of motion, as a defense, or otherwise in any such action, suit or
proceeding, any claim that it or he is not subject personally to the
jurisdiction of such court, that its or his property is exempt or immune
from attachment or execution, that the action, suit or proceeding is
brought in an inconvenient forum, that the venue of the action, suit or
proceeding is improper, or that this Sublease or the subject matter hereof
may not be enforced in or by such court.
36. Non-Waiver.
No delay or failure by a party to exercise any right under this Sublease,
and no partial or single exercise of that right, shall constitute a waiver
of that or any other right, unless otherwise expressly provided herein.
37. Severability.
Whenever possible, each provision of this Sublease shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Sublease shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Sublease.
38. Modification.
This Sublease may not be and shall not be deemed or construed to have been
modified, amended, rescinded, cancelled, or waived in whole or in part,
except by a written instrument signed by the parties hereto.
39. Entire Agreement.
This Sublease and the documents incorporated herein by reference constitute
and express the entire agreement and understanding between the parties
hereto in reference to all the matters referred to herein, and any previous
discussions, promises, representations, and understanding relative thereto
are merged into the terms of this Sublease and shall have no further force
and effect.
40. Signatures.
The Sublessor and the Sublessee agree to the terms of this Sublease by
signing below. If a party is a corporation, this Sublease is signed by the
proper corporate officers.
Dated: 6/4/98 SCIENCE DYNAMICS CORPORATION
BY: XXX X. XXXXXXX
Dated: 6/4/98 PRO CIRCUITS, INC.
BY: XXXXXXXX X. XXXXXXXX
INDIVIDUAL PERSONAL GUARANTY
XXXXXXXX X. XXXXXXXX, residing at
in consideration of the Sublessor entering into the within Sublease with
Pro Circuits, Inc., the undersigned agrees to pay on demand any payment
that Pro Circuits, Inc. fails to make under the terms, covenants and
conditions of the Sublease in a timely manner to the Sublessor. It is
understood that this guaranty shall be a continuing, irrevocable guaranty
and indemnity for any indebtedness of Pro Circuits, Inc. under the
Sublease. The undersigned agrees that any notice provided to Pro Circuits,
Inc. as required by the Sublease shall be deemed to have been provided to
the undersigned personally. The undersigned further agrees that his
personal consent shall not be required for any modification, renewal, or
exercise of option by Sublessee under the Sublease, and that any such act
by Sublessee will not cancel or alter this guaranty in any way.
XXXXXXXX X. XXXXXXXX
LANDLORD'S CONSENT TO SUBLEASE
1. Landlord consents to the within Sublease.
2. By consenting to this Sublease, Landlord waives none of Landlord's
rights under the Original Lease.
3. Landlord has examined the proposed alterations to the Rental Space to
be made by Sublessee and consents to such alterations as set forth in the
proposal.
4. Landlord has reviewed the proposed Sublease and waives any profit
which may inure to the benefit of the Sublessor as a result of such
subletting.
FIRST INDUSTRIAL REALTY TRUST, INC.
Dated: BY:
