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EXHIBIT 10.3
SUBLEASE
1. PARTIES. This Sublease, dated, for reference purposes only, January 16,
1997, is made by and between RYDER TRUCK RENTAL, INC., a Florida corporation
whose address is 0000 XX 00 Xxxxxx, Xxxxx, XX 00000 (the "Sublessor") and
BALANCED CARE CORPORATION, whose address is 0000 Xxxxxx Xxxxx, Xxxxxxxxxxxxx,
XX 00000 (the " Sublessee").
2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby
subleases from Sublessor for the term, at the rental, and upon all of the
conditions set forth herein, that certain real property situated in the City of
Mechanicsburg, State of Pennsylvania, commonly known as Corporate Center 15,
0000 Xxxxxx Xxxx and described as 6,218 rentable square feet or 5,633 usable
square feet on the 2nd floor. Said real property, includes the land and all
improvements thereon (the "Premises"). Sublessor will retain use of 1,246 sq.
ft. of the Premises until May 31, 1997.
3. TERM.
3.1 TERM. The term of this Sublease shall be for eighteen (18) months
commencing on February 15, 1997 and ending on August 14, 1998 unless sooner
terminated pursuant to any provision hereof.
3.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date, if for
any reason Sublessor cannot deliver possession of the Premises to Sublessee on
said date. Sublessor shall not be subject to any liability therefore, nor shall
such failure affect the validity of this Sublease or the obligations of
Sublessee hereunder or extend the term hereof, but in such case Sublessee shall
not be obligated to pay rent until possession of the Premises is tendered to
Sublessee; provided, however, that if Sublessor shall not have delivered
possession of the Premises within fifteen (15) days from said commencement
date. Sublessee may, at Sublessee's option, by notice in writing to Sublessor
within five (5) days thereafter, cancel this Sublease, in which event the
parties shall be discharged from all obligations thereunder. If Sublessee
occupies the Premises prior to said commencement date, such occupancy shall be
subject to all provisions hereof, such occupancy shall not advance the
termination date and Sublessee shall pay rent for such period at the initial
monthly rates set below.
4. RENT. Sublessee shall pay to Sublessor as rent for the Premises equal
monthly payments of Five Thousand Nine Hundred Ninety-seven and 54/100 Dollars
($5,597.54) from February 15, 1997 through May 31, 1997 and Seven Thousand Five
Hundred and 00/100 Dollars ($7,500.00), for the balance of the term, in advance
on the 1st day of each month of the term hereof. Sublessee shall pay Sublessor
upon the execution hereof Seven Thousand Five Hundred and 00/100 Dollars
($7,500.00) as rent for the month of March, 1997. Rent for any period during
the term hereof which is for less than one month shall be a prorata portion of
the monthly installment. Rent shall be payable in lawful money of the United
States to Sublessor at the following address: Ryder Truck Rental, Inc., Attn:
Environmental & Facilities Services, 3600
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XX 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000, or to such other persons or at such other
places as Sublessor may designate in writing.
5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution
hereof Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) as security
for Sublessee's faithful performance of Sublessee's obligations hereunder. If
Sublessee fails to pay rent or other charges due hereunder or otherwise
defaults with respect to any provision of this Sublease, Sublessor may use,
apply or retain all or any portion of said security deposit for the payment of
any rent or other charge in default or for the payment of any other sum to
which Sublessor may become obligated by reason of Sublessee's default, or to
compensate Sublessor for any loss or damage which Sublessor may suffer thereby.
If Sublessor so uses or applies all or any portion of said security deposit,
Sublessee shall within ten (10) days after written demand therefore deposit
cash with Sublessor in an amount sufficient to restore said security deposit to
the full amount hereinabove stated and Sublessee's failure to do so shall be a
material breach of this Sublease. Sublessor shall not be required to keep said
security deposit separate from its general accounts. If Sublessee performs all
of Sublessee's obligations hereunder, said security deposit, or so much thereof
as has not theretofore been applied by Sublessor, shall be returned, without
payment of interest or other increment for its use to Sublessee at the
expiration of the term hereof, and after Sublessee has vacated the Premises. No
trust relationship is created herein between Sublessor and Sublessee with
respect to said Security Deposit.
6. USE.
6.1 USE. The Premises shall be used and occupied only for office purposes
and for no other purpose. There shall be no fueling at the Premises.
6.2 COMPLIANCE WITH LAW.
(a) Sublessee shall, at Sublessee's expense, comply with all
applicable laws and environmental statutes, ordinances, rules, regulations,
orders of any federal, state, or municipal government in effect at any time
during the term, restrictions of record, and requirements in effect during the
term or any part of the term hereof regulating the use by Sublessee of the
Premises. Sublessee shall not use or permit the use of the Premises in any
manner that will tend to create waste or a nuisance or, if there shall be more
than one tenant of the building containing the Premises, which shall tend to
disturb such other tenants.
(b) Sublessee will not take any action which could result in a lien
being imposed on the Premises by the state or federal government under any
environmental statute. Furthermore, Sublessee shall not generate, store or
dispose of any hazardous, toxic or regulated waste, materials or substances on
or at the Premises without Sublessor's prior written consent, which consent may
be withheld in Sublessor's sole and unlimited discretion.
6.3 CONDITION OF PREMISES. Sublessee hereby accepts the Premises in their
condition existing as of the date of the execution hereof, subject to all
applicable zoning, municipal, county and state laws, ordinances, and
regulations governing the use of the Premises, and accepts this Sublease
subject thereto and to all matters disclosed thereby and by any exhibits
attached hereto.
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Sublessee acknowledges that neither Sublessor nor Sublessor's agents have made
any representation or warranty as to the suitability of the Premises for the
conduct of Sublessee's business.
7. MASTER LEASE.
7.1 Sublessor is the lessee of the Premises by virtue of a Lease, wherein
Xxxxxx Real Estate Development Company is the lessor (the "Master Lessor"),
true copies of which are attached hereto as Exhibit A (the "Master Lease").
7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.
7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditons of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this
Sublease document shall control over the Master Lease. Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word "Landlord" is
used it shall be deemed to mean the Sublessor herein and wherever in the Master
Lease the word "Tenant" is used it shall be deemed to mean the Sublessee
herein.
7.4 During the term of this Sublease (and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease),
Sublessee does hereby expressly assume and agree to perform and comply with for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: Section 3., 4., 22. and the Special Provisions 1., 3. and
4..
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligation."
7.6 Sublessee shall hold Sublessor free and harmless of and from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire terms
of this Sublease, subject, however, to any earlier termination of the Master
Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of
and from all liability, judgments, costs, damages, claims or demands arising
out of Sublessor's failure to comply with or perform Sublessor's Remaining
Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any party to the
Master Lease.
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8. CONSENT OF MASTER LESSOR. In the event that the Master Lease requires that
Sublessor obtain the consent of Master Lessor to any subletting by Sublessor
then this Sublease shall not be effective unless within five (5) days of the
date hereof, Sublessor delivers to Sublessee written evidence that Master
Lessor has given its consent to this Subletting.
9. ATTORNEY'S FEES. If any party named herein brings an action to enforce the
terms hereof or to declare rights hereunder, the prevailing party in any such
action, on trial and appeal, shall be entitled to his reasonable attorneys'
fees to be paid by the losing party.
10. EVENTS OF DEFAULT/REMEDIES. In the event that Sublessee shall default in
the performance, keeping, or observance of any covenant, condition or
undertaking to be performed, kept, or observed by Sublessee hereunder and fails
to cure such default on or before five (5) days following the receipt of
written notice of such default by Sublessor to Sublessee, Sublessor shall have
all remedies as described in the Master Lease, or Sublessor may terminate this
Sublease and repossess the Sublease Premises or Sublessor may exercise any and
all rights as provided under the law of the State where the Sublease Premises
are located.
11. ADDITIONAL PROVISIONS.
(a) If at any time after the execution of this Sublease, it shall become
necessary or convenient for one of the parties hereto to serve any notice,
demand or communication upon the other party, such notice, demand or
communication shall be in writing signed by the party serving the same,
deposited in the registered or certified United States mail, return receipt
requested, postage prepaid, or by prepaid air courier service, and (i) if
intended for Sublessee shall be addressed to:
Balanced Care Corporation
0000 Xxxxxx Xx.
Xxxxxxxxxxxxx, XX 00000
and (ii) if intended for Sublessor shall be addressed to:
RYDER TRUCK RENTAL, INC.
Attn: Environmental & Facilities Services
X.X. Xxx 000000, Xxxxx, XX 00000-0000
or, for air courier purposes: 0000 XX 00xx Xxxxxx, Xxxxx, XX 00000
or to such other address as either party may have furnished to the other in
writing as a place for the service of notice. Any notice so mailed shall be
deemed to have been given as of the time the same deposited in the United
States mail or picked up by the overnight delivery service.
(b) Sublessee shall not compete with Sublessor nor service any competitors
of Sublessor at the Premises.
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(c) This Sublease must be accepted or rejected by Sublessee and returned
to Sublessor within five (5) days of Sublessor's date of execution hereof, or
at Sublessor's option, it shall be deemed void and of no effect.
IN WITNESS WHEREOF, the undersigned have executed this Sublease Agreement
as of the dates specified below.
BALANCED CARE CORPORATION RYDER TRUCK RENTAL, INC.
Xxx Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxx Xxxxxx
_________________________ _________________________
Title: Vice President Title: Director - Properties & Construction
______________________ Date: January 16, 1997
Date: January 16, 1997 _______________________
________________________ TIN: 00-0000000
TIN: ________________________
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