EXHIBIT 10.38
SUBLEASE AGREEMENT
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THIS AGREEMENT is made as of this 11th day of December, 2000, between
Fieldworks, Inc., hereinafter referred to as "Sublessor", and Alternative
Business Furniture, Inc., hereinafter referred to as "Sublessee".
WITNESSETH, WHEREAS:
Sublessor, as Tenant, entered into a lease with CSM Properties, Inc.,
as Landlord, dated May 16, 1997, as well as an addendum to lease dated December
30, 1997, leasing certain space containing approximately 52,769 square feet of
space in the building known as Edenvale Crossing Business Center, located at
0000-0000 Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx (the "Building"), to which
lease (hereinafter, the "Prime Lease") reference is hereby made, and which is
incorporated into this Agreement as Exhibit "B"; and
The parties hereto have agreed that Sublessor shall sublet
approximately 4,728 square feet of such space to Sublessee (of which
approximately 4,728 square feet is warehouse space);
NOW THEREFORE, the parties hereto hereby covenant and agree as follows:
1. Sublessor hereby subleases to Sublessee said 4,728 square
feet, more or less, of the space in said Building, as depicted
on Exhibit "A" attached hereto and made a part hereof, (the
"Subleased Premises"), for a term beginning January 1, 2001
and ending June 30, 2001, unless sooner terminated in
accordance herewith. After June 30, 2001, the term will become
Month-to-Month cancellable by either party with sixty (60)
days prior written notice. Commencing on January 1, 2001,
Sublessee to pay to Sublessor a monthly Gross Rent of Two
Thousand Nine Hundred Fifty Five dollars ($2,955.00) on the
first day of each and every month during the term hereof. This
Gross Rent figure includes all Base Rent and Additional Rent
as well as all utility charges to the Subleased Premises.
2. The Subleased Premises shall be used for the purpose of
general warehouse pursuant to the terms and conditions
described in the Prime Lease.
3. Sublessee may not assign its interest in this Sublease or
further sublet the Subleased Premises in whole or in part
without first obtaining the consent of Sublessor and Landlord
as outlined Article 9 of the Prime Lease.
4. This Sublease is subject and subordinate to the Prime Lease.
Except as may be inconsistent with the terms hereof, all the
terms, covenants and conditions contained in the Prime Lease
shall be applicable to this Sublease with the same force and
effect as if Sublessor were the lessor under the Prime Lease
and Sublessee were the lessee thereunder, and in
the case of any breach hereof by Sublessee, Sublessor shall
have all the rights against Sublessee as would be available to
the Lessor against the Lessee under the Prime Lease if such
breach were by the Lessee thereunder.
5. Notwithstanding anything to the contrary herein set forth, the
only services or rights to which Sublessee may be entitled
hereunder are those to which Sublessor may be entitled under
the Prime Lease.
6. Sublessee shall neither do nor permit anything to be done
which would cause the Prime Lease to be terminated or
forfeited by reason of any right of termination or forfeiture
reserved or vested in the lessor under the Prime Lease, and
Sublessee shall indemnify and hold Sublessor harmless from and
against all claims of any kind whatsoever by reason of which
the Prime Lease may be terminated or forfeited.
7. Sublessee agrees to provide Sublessor unrestricted access to
the 686 square foot mechanical lab during normal business
hours (Monday thru Friday between the hours of 9:00 am thru
4:00 pm).
8. Sublessor agrees to pay a brokerage fee equal to the amount of
one (1) months gross rent, Two Thousand Nine Hundred Fifty
Five dollars ($2,955.00), to be divided equally between Welsh
Companies, LLC and Xxxxxxx & Xxxxxxxxx. Such Brokerage fee
will be due and payable upon full execution of the Sublease.
9. Sublessee has paid Sublessor on the execution and delivery of
this Sublease the sum of Two Thousand Nine Hundred Fifty Five
dollars ($2,955.00) to be held as a security and damage
deposit for the full and faithful performance of the terms,
covenants and conditions of this sublease on Sublessee's part
to be performed or observed, including but not limited to
payment of Base Rent and Additional Rent in default or for any
other sum which Sublessor may expend or be required to expend
by reason of Sublessee's default, including any damages or
deficiency in reletting the Subleased Premises, in whole or in
part, whether such damages shall accrue before or after
summary proceedings or other re-entry by Sublessor or the
Prime Landlord. If Sublessee shall fully and faithfully comply
with all the terms, covenants and conditions of this Sublease
on Sublessee's part to be performed or observed, the security,
or any unapplied balance thereof, shall be returned to
Sublessee within ten (10) days after the time fixed as the
expiration of the demised term and after the removal of
Sublessee's property and surrender of possession of the
Subleased Premises to Sublessor.
10. Sublessor agrees to demise and re-key the Subleased Premises.
Sublessee will permit Sublessor to retain a copy of the key.
With the exception of the Sublessor demising and re-keying the
Subleased Premises, the Sublessee agrees to take the space in
its "As-Is" condition. Any other improvements must receive
prior approval of the Sublessor and Lessor and will be
completed at the Sublessee's expense.
11. Sublessee acknowledges the main electrical panel and the air
compressor for the Sublessor is located in the Subleased
Premises. Sublessee agrees
not to disrupt such panel or compressor and further agrees to
provide Sublessor access to such panel and compressor when
necessary.
12. Sublessee represents that it has read and is familiar with the
terms of the Prime Lease.
13. All prior understandings and agreements between the parties
are merged within this Agreement, which alone fully and
completely sets forth the understanding of the parties; and
this Sublease may not be changed or terminated orally or in
any manner other than by an agreement in writing to which the
written consent of the lessor under the Prime Lease shall have
been obtained.
14. Any notice or demand which either party may or must give to
the other hereunder shall be in writing and delivered
personally or sent by certified mail, return receipt
requested, addressed to Sublessor as follows:
Fieldworks, Inc.
0000 Xxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000
with a copy thereof to the Landlord under the Prime Lease in
the manner and at the place designated in the Prime Lease, and
if to Sublessee, as follows:
Alternative Business Furniture, Inc.
0000 Xxxxxxxxx Xxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000
with a copy thereof to the Landlord under the Prime Lease in
the manner and at the place designated in the Prime Lease.
Either party may, by notice in writing, direct that future
notices or demands be sent to a different address.
15. The covenants and agreements herein contained shall bind and
inure to the benefit of Sublessor, Sublessee, and their
respective heirs, executors, administrators, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the date and year first above written.
SUBLESSEE: SUBLESSOR:
Alternative Business Furniture, Inc. FIELDWORKS, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Its: Co-Owner Its: President/CEO
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Date: December 14, 2000 Date: December 18, 2000
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CONSENT OF PRIME LANDLORD
The undersigned, as Prime Landlord under the Prime Lease, hereby
consents to the foregoing Sublease, provided that Fieldworks, Inc., its
successors or assigns, shall not on account of this consent be relieved or
released from any of its obligations under the Prime Lease.
CSM Properties, Inc.
By: /s/ Xxxx Xxxxxxx
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Its: Vice President
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