EXHIBIT 10.35
SUBLEASE OF COMMERCIAL OFFICE SPACE
Commercial Park West
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxxxxx, XX 00000
This sublease ("Sublease"), dated July 30, 1999 between Digital Recorders,
Inc., a North Carolina Corporation, ("Sublessor"), whose mailing address is
X.X. Xxx 00000, XXX, XX, 00000 and Cartesian Technologies, Inc. ("Sublessee"),
whose principal office is 00000 Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx, 00000.
1. In consideration of the mutual covenants contained herein, Sublessor
hereby leases to Sublessee, and Sublessee hereby leases from Sublessor,
6665 square feet of commercial office space, which is in the building
located at 00000 Xxxxxxx Xxxxx, Xxxxx X, Xxxxxx, XX. The Subleased Premises
are set forth on the diagram attached hereto as Exhibit "A".
2. The term of this Sublease shall commence on September 1, 1999 and shall
terminate on September 1, 2002 or such earlier date as occurs upon
termination of the Prime Lease (defined below).
3. Sublessee acknowledges that Sublessor is the tenant of the Subleased
Premises by virtue of that certain Commercial Lease by and between Realmark
Commercial LP as Landlord, and Sublessor, as the Tenant (the "Prime Lease",
a copy of which is attached hereto as Exhibit "B"). Sublessee hereby agrees
to be bound by and comply with all terms and provisions of the Prime Lease
as if such terms and provisions were set forth in this Sublease and as if
Sublessor were the Landlord and Sublessee were the Tenant under the Prime
Lease, but only to the extent such terms and provisions are not in conflict
with this Sublease.
4. Sublessee agrees to pay Sublessor monthly rent during the term of this
sublease in accordance to Sublessor lease agreement (See Exhibit C, Rent
Schedule attached), and then payable in advance of the 5th day of each
month from the commencement date through the end of the lease in the amount
set forth in Exhibit C as attached. Sublessor and Sublessee agree that
Sublessor shall be exclusively liable for the monthly rental set forth in
the Prime Lease during the term of this Sublease. Further, extension of
sublease on a month-to-month basis will take effect after Sept. 1, 2002.
Notice to continue sublease on a month-to-month basis shall be given in
writing 30 days prior to extension/termination. Checks for rent shall be
made payable to Digital Recorders, Inc., 0000 Xxxxxxx Xxxxx, Xxx Xxxx
Xxxxxx, Xxxxx 000, X.X. Xxx 00000, Xxxxxxxx Xxxxxxxx Xxxx, XX, 00000-0000.
5. Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Five Thousand Dollars ($5,000.00) as security for Sublessee's
faithful performance of Sublessee's obligations hereunder ("Security
Deposit"). If Sublessee fails to pay rent or other charges when due under
this Sublease, or fails to perform any of its other obligations hereunder,
Sublessor may use or apply all or any other sum for which Sublessor may
become obligated by reason of Sublessee's default or breach, or for any
loss or damage sustained by Sublessor as a result of Sublessee's default or
breach. Within ten (10) days after the agreement has expired, or Sublessee
has vacated the Premises the security deposit or so much thereof as has not
theretofore been applied by Sublessor, shall be returned to Sublessee.
6. Sublessee shall not further assign or sublet this Sublease without the
express written advance approval of Sublessor, which agreement to approve
assignment or sublet shall not be unreasonably withheld, conditioned or
denied by Sublessor.
7. In the event of default by Sublessee under this Sublease, Sublessor shall
be entitled to exercise with respect to this Sublease the same rights and
remedies of the landlord as set forth in the Prime Lease.
8. Sublessee shall secure and maintain its own insurance as per Section 16 of
the master lease. Such insurance shall name Realmark Commercial LLC
Sublessor as additional insured.
9. This Sublease is contingent upon demonstration of financial responsibility
by Sublessee including, but not limited to, submission to Sublessor of
financial statements, receipt of which is hereby acknowledged. The
effective date of this lease is the date of occupancy by Sublessee of the
leased premises.
10. This Sublease sets forth all the covenants, promises, conditions,
agreements and understandings between Sublessor and Sublessee concerning
the Subleased Premises. No alterations, amendments, or additions to this
Sublease shall be binding upon Sublessor or Sublessee unless reduced to
writing signed by them and mutually delivered between them and then only if
same shall be approved by the landlord under the Prime Lease.
11. Indemnification of Sublessor. Sublessee covenants and agrees that Sublessor
shall not be liable for any injuries or damages to persons, entities, or
property from any cause whatsoever by reason of the use, occupation,
control or enjoyment of the Subleased Premises by Sublessee, or any person
entering thereon for any reason or invited (other than Sublessor or its
agents), suffered or permitted by Sublessee to go or be thereon or holding
under Sublessee at any time during the term of this Sublease, and Sublessee
will save and hold harmless Sublessor from and against any and all
liability, penalties, damages, expenses
and judgements whatsoever on account of such injuries or damages. The
injuries and damages referred to in this paragraph shall include, without
limiting the generality of the preceding provisions, to injuries, damages
and mechanic's liens arising directly or indirectly out of any demolition,
repairs, restoration, reconstruction, changes, alterations and construction
which Sublessee may make or cause to be made upon the Subleased Premises or
any part thereof. Sublessee, at Sublessee's expense, agrees to employ legal
counsel to defend any action for which any claim shall be made for injuries
or damages commenced against Sublessor by reason of the foregoing.
12. This sublease is between Sublessor and Sublessee only, and it does not in
any manner confer any rights or affect any obligation of Sublessor under
the prime lease.
13. The Sublease shall be subject to approval by Landlord.
IN WITNESS WHEREOF, Sublessor has executed this Sublease on the ___ day of
______, 1999.
SUBLESSOR:
BY: /s/ Xxxxxxx Xxxxxxxxx
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TITLE: Vice President, Secretary
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ATTEST: /s/
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IN WITNESS WHEREOF, Sublessee has executed this Sublease on the 3 day of Sept,
1999.
SUBLESSEE:
BY: /s/ Xxxxxxxx X. Xxxxxx
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TITLE: CFO & Secretary
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ATTEST:
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ACKNOWLEDGED: LANDLORD
BY: /s/
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TITLE: Director of Commercial
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Property
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