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2017 TELESYSTEMS SERVICES, INCSUNLIGHT BUSINESS PARK SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT(Sublease)is made and entered into as of the 1st day of January,2017(the Effective Date),by and between SUNLIGHT BUSINESS PARK TENANT ASSOCIATION, a Montana non- profit corporation(SBPTA or SUBLESSOR),having its principal place of business at 105 West Legion Street, Whitehall,Montana 59759 and TeleSvstem Services,LLC. (SUBLESSEE),having its principal place of business at 78 Cemetery Hill Rd,Cardwell,MT 59721 . RECITALS This Sublease is made and entered into with respect to the following facts: A. SUBLESSOR leases real property,including the Premises described in this Sublease,GOLDEN SUNLIGHT MINES, INC.,a California corporation(GSM),under a lease agreement dated January 31,2007 Lease)on behalf of the Jefferson Local Development Corporation. B. Pursuant to the Lease between SUBLESSOR and GSM, this Sublease is subject to approval by GSM. C. The Premises being subleased pursuant to this Sublease is Sunlight Business Park,Lot 1-8, office/warehouse Unit 2 (B),located at 19 Placer Drive. NOW,THEREFORE,for valuable consideration,the receipt and sufficiency of which are hereby acknowledged,SUBLESSOR and SUBLESSEE do hereby covenant,contract and agree as follows: 1. PREMISES AND TERM. SUBLESSOR hereby leases to SUBLESSEE and SUBLESSEE hereby leases from SUBLESSOR,the Premises in its present condition. The term of this Sublease will commence on the 1st day of January,2017,expiring on the 1st day of January, 2018 (the"Term"),subject to the provisions set forth herein. 2. PURPOSE OF LEASE;PERMITTED USE. This Sublease is solely and exclusively for the purpose of permitting SUBLESSEE to develop and operate the Premises as a light industrial,and/or administrative offices,and/or retail use,and for no other purpose unless approved in writing by SUBLESSOR,which approval may be withheld by SUBLESSOR in its sole and absolute discretion. RENEWAL OPTIONS. SUBLESSEE has the right to extend the Tenn of this Sublease commencing on the date of the expiration of the initial Tenn of this Sublease by giving written notice to SUBLESSOR of its election to extend no later than three(3)months prior to the date of the expiration. PAYMENTS. SUBLESSEE shall pay to SUBLESSOR as fixed,net rent("Rent")the sum of$450.00 per month, payable on the first day of the Term and on the first day of each succeeding month thereof.This monthly amount is based on a value of annual telecommunications park technical services provided. SUBLESSEE shall make all payments to SUBLESSOR at the address given in the notice section of this Sublease,or to such other person or address as SUBLESSOR may from time to time designate in writing.Payments received after the 10th day of any month shall be charged a late fee of$70.00.The Landlord reserves the right to adjust rental rates annually for inflation based on commonly used indices,i.e., CPI or comparable. Security Deposit.Upon execution of this lease the SUBLESSEE shall give the amount of$450.00 as a security deposit to be used in the event of a default of the obligations under the lease,including,but not limited to: (a)for the payment of any Rent and(b) for any other loss or damages that Landlord may suffer by reason of such default.At the end of this Lease, if no Default exists,the remaining portion of the Security Deposit will be refunded within sixty(60) days after possession of the Premises. SUBLEASE AGREEMENT Page 1 of 13 3. UTILITIES. a) SUBLESSEE's Obligations. Water,wastewater,and subdivision dues are included in the monthly rental fee. SUBLESSEE shall make its own arrangements in its own name,for other utility services to the Premises and pay all costs of obtaining such services,including without limitation any and all deposits and any service initiation or transfer charges. SUBLESSEE shall pay,when due, directly to the service provider,all charges for gas, electricity, internet,telephone and other utilities or services furnished to the Premises during the Term. Except as permitted in Section 44 below, SUBLESSEE shall not have any right whatsoever to use any ground water or surface water within or adjacent to the Premises for any purpose of any nature whatsoever,including,without limitation,for drinking,plumbing,culinary,or irrigation uses. b) No Abatement for Service Interruption. SUBLESSOR will not be liable to SUBLESSEE or any other person for any damages or injury to person or property,including,without limitation,damages for injury to or loss of SUBLESSEE's business,resulting from interruption,curtailment or cessation of any utility service,however caused. No such interruption,curtailment or cessation entitles SUBLESSEE to any abatement or reduction of Rent,nor shall any such event be deemed an eviction of SUBLESSEE in whole or in part or otherwise relieve SUBLESSEE film performing its obligations under this Sublease. 4. CONDITION OF PREMISES; USE; COMPLIANCE WITH LAWS. a) Condition of Premises. SUBLESSEE has inspected and completed a condition of the Premises form,and has received the same in good order and repair. b) SUBLESSEE's Covenants Regarding SUBLESSEE's Use of Premises. SUBLESSEE acknowledges, agrees,and covenants to the following: i) Compliance with Laws. SUBLESSEE may not do or keep anything on the Premises in violation of any law,ordinance,rule,or regulation of any governmental authority or quasi- governmental entity having jurisdiction. ii) Maintenance of Premises. SUBLESSEE may not allow the Premises to fall into disrepair. SUBLESSEE shall keep the Premises maintained in a clean,attractive,and sightly condition and in good repair. SUBLESSEE,solely,is responsible for upkeep of the Premises. iii) All Uses Must be Approved. SUBLESSEE may use the Premises for light- industrial,commercial,office and/or retail purposes to the extent permitted by SUBLESSOR. No improvements erected or maintained within the Premises shall be used or occupied for any purpose other than as specifically permitted by the SUBLESSOR and as permitted in this Sublease. iv) No Noxious or Offensive Activity. SUBLESSEE may not carry on any noxious or offensive activities on the Premises,nor may SUBLESSE place anything on the Premises which is or may become a nuisance or cause an unreasonable embarrassment,disturbance,or annoyance to others. v) Annoying Sounds or Odors. SUBLESSEE may not allow any sound or odor to be emitted from the Premises which is noxious or unreasonably offensive to others. Without limiting the generality of the foregoing,no exterior speakers,horns,whistles,bells,or other sound devices,other than security devices used exclusively for security purposes,shall be located or used on any property except with the prior written approval of the SUBLESSOR,and no loud or obnoxious sounds shall be emitted from the Premises at any time. vi) No Hazardous Activities. No activity shall be conducted on the Premises which is or might be unsafe or hazardous to any person or property as determined by reasonable commercial standards. No Improvement shall be constructed on the Premises which is or might be unsafe or hazardous to any person or property. Without limiting the generality of the foregoing,no firearms shall be discharged upon the Premises,and SUBLEASE AGREEMENT Page 2 of 13 no open fires shall be lighted or permitted on the Premises. No Hazardous Substances may be used on the Premises except as permitted in Section 11 below. vii) No Unsightliness. All conditions,structures, facilities,equipment,objects which are ascetically inconsistent with the color,design,sight lines, and contours,as determined by reasonable commercial standards, of the other conditions,structures, facilities equipment or objects on the Premises,shall be enclosed within a structure. viii) Restrictions on Garbage and Trash. No refuse, garbage,trash,lumber,grass, shrub or tree clippings,plant waste,compost,metal,bulk materials,scrap,refuse,or debris of any kind("Waste")or any materials regulated by CERCLA(as defined below)or RCRA(as defined below)shall be kept,or allowed to accumulate on the Premises except within an enclosed structure(that includes an appropriate barrier such as a lined pad or other means to prevent leakage or seepage into the ground)and appropriately screened from view,except that any container containing such materials may be placed outside at such times as may be necessary to permit garbage or trash pick-up. In no event may any Waste be disposed of or stored in any pit or excavation area on the Premises. ix) No Animals. SUBLESSEE may not keep,raise or breed any animals of any kind on the Premises. x) Restrictions on Antennae,Pipes.Utility Lines, and Transmitters. Pipes for water, gas, sewer,drainage,or other purposes,and wires,poles,aerials,antennae,satellite dishes and other facilities for the transmission or reception of audio,visual,microwave,or similar signals or electricity,and utility meters or other utility facilities shall be kept and maintained,to the extent reasonably possible,underground,within an enclosed structure,or otherwise screened from view other than the Premises. No electronic or radio transmitters of any kind other than garage door openers or cellular or cordless telephones shall be operated in or on any structure or within the Premises without permission. xi) Restrictions on Signs and Advertising. Subject to the prior written approval of SUBLESSOR, SUBLESSEE may place and maintain signs within the Premises at such places as agreed upon by SUBLESSOR and with such design as SUBLESSOR has agreed upon. In no event may SUBLESSOR place billboards,advertising devises,posters,or displays of any kind within the Premises so as to be evident to public view. xii) Restrictions on Mining or Drilling. The Premises shall not be used for the purpose of mining,quarrying,injecting,drilling,boring,or exploring for or removing oil,gas,or other hydrocarbons, minerals,rocks, stones,gravel,water,or earth. ciii) Vehicle Repairs. No maintenance,servicing,repair,dismantling,or repainting of any type of vehicle,boat,trailer,machine,or device may be carried on,except within a completely enclosed structure on the Premises which screens the sight and sound of the activity. xiv) Storage of Gasoline and Explosives. The Premises shall not be used for storage of explosives,gasoline,or other volatile and/or incendiary materials or devices. No elevated or underground tanks or appurtenances of any kind shall be erected,placed,or permitted on the Premises. xv) No Living Quarters.The Premises shall not be used for living quarters or residences without the prior written consent of SUBLESSOR,which may be withheld in SUBLESSOR's sole and absolute discretion. xvi) Compliance with Plans. The Premises shall not be used in any manner which is inconsistent with the use approved by SUBLESSOR. SUBLEASE AGREEMENT Page 3 of 13 xvii) Fire.To at all times observe reasonable precautions to prevent fire on the Premises and to comply with all applicable laws and regulations of any governmental agency having jurisdiction. In the event of a fire on the Premises proximately caused by SUBLESSEE,its servants,employees,agents, sublessees, assignees,licensees, or invitees which necessitates suppression action by SUBLESSOR,GSM or any governmental entity, SUBLESSEE shall be solely responsible for all costs associated with any such fire,including but not limited to,fire suppression costs. No Day-Care Use. Not to use the Premises for a day-care or similar facility without the prior written consent of SUBLESSOR, which may be withheld in SUBLESSOR's sole and absolute discretion. c) Compliance with Laws. SUBLESSEE shall, solely at SUBLESSEE's expense,perform, fully obey and comply in all respects with all laws,ordinances,statutes,orders,rules,regulations and directions of all public authorities,boards and officers(collectively,"Laws"and individually,a"Law")relating to the construction of improvements upon,occupancy,condition and use of the Premises., 5. DISCLAIMER BY SUBLESSOR. SUBLESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PREMISES ON AN"AS IS WHERE IS"BASIS,WITH ALL FAULTS AND DEFECTS AND WITHOUT REPRESENTATION OR WARRANTY BY SUBLESSOR,IN RELIANCE UPON SUBLESSEE'S INVESTIGATIONS OF THE PREMISES AND SUBLESSOR SHALL HAVE NO LIABILITY TO SUBLESSEE RELATING TO THE CONDITION OF THE PREMISES. 6. ENTRY BY SUBLESSOR. In the event of an emergency or for the purpose of protecting the Premises or preventing damage to the Premises,SUBLESSOR may enter the Premises. In all other cases SUBLESSOR will not enter the Premises without adequate notice to and permission from the SUBLESSEE. SUBLESSEE agrees not to unreasonably withhold permission for the SUBLESSOR to enter the Premises. SUBLESSEE acknowledges that SUBLESSEE is aware of the general nature of the Mining Activities and Reclamation Work(the"Operations")and that SUBLESSOR's lessor,GSM,will from time to time engage in the Operations on and about the Premises and Improvements,provided that,if in connection with GSM's performance of the Operations on the Premises or Improvements,GSM causes any material damage to any of the Improvements constructed thereon by SUBLESSEE(so long as such Improvements were made in compliance with this Sublease), SUBLESSOR shall assist SUBLEESEE in obtaining payment from GSM for any such damage to the Premises and/or Improvements to be repaired,provided,however,that in no event shall SUBLESSEE attempt to hold GSM liable for any consequential, incidental or other damages in connection with or arising from any such repairs in excess of$100,000. In no event may SUBLESEE attempt to hold SUBLESSOR liable to SUBLESSEE for any damiige to the Premises and/or Improvements caused by GSM. 7. ASSIGNMENT AND SUBLETTING. SUBLESSEE may not voluntarily,by operation of law or otherwise,assign,encumber or otherwise transfer this Lease or any interest herein or sublet all or any part of the Premises,or suffer or permit the Premises or any part thereof to be occupied by others(any and all of which hereinafter shall be referred to as a"Transfer") without the prior written consent of SUBLESSOR and GSM in each instance,which consent may be withheld by SUBLESSOR or GSM in their sole and absolute discretion. 8. ENVIRONMENTAL MATTERS. a) SUBLESSEE shall and shall cause its agents,employees,contractors and invitees to use the Premises and conduct any operations on the Premises in compliance with all applicable federal,state and local laws,statutes,regulations,codes,ordinances and any permits,approvals or judicial or administrative orders issued thereunder,and any other governmental requirements relating in any way to public safety,human health,or the protection of the environment(referred to herein collectively as"Environmental Laws"). As used herein,the term Hazardous Substances"shall mean any and all hazardous or toxic substances,hazardous constituents, contaminants,wastes,pollutants or petroleum(including,without limitation,crude oil or any fraction thereof), SUBLEASE AGREEMENT Page 4 of 13 including,without limitation,hazardous or toxic substances,hazardous constituents,contaminants,wastes.or pollutants as such terms are defined in the Comprehensive Environmental Response Compensation and Liability Act,as amended("CERCLA"),42 U.S.C. Section 9601 et s . or the Resource Conservation and Recovery Act of 1976("RCRA"),42 U.S.C. Section 6901 et. seq;asbestos or material containing asbestos;and PCBs,PCB articles, PCB containers,PCB article containers,PCB equipment,PCB transformers or PCB-contaminated electrical equipment(as such terms are defined in Part 761 of Title 40,Code of Federal Regulations). SUBLESSEE covenants that: i) No Hazardous Substances shall be generated,treated,stored or disposed of,or otherwise deposited in or located on the Premises other than the normal use of Hazardous Substances typically used by businesses engaged in the types of activities authorized by this Lease so long as such use is in full compliance with all applicable Environmental Laws. ii) No activity shall be undertaken on the Premises which would cause: A) The Premises to become a hazardous waste treatment,storage or disposal facility within the meaning of,or otherwise cause the Premises to be in violation of,RCRA, or any similar state law or local ordinance; B) A release or threatened release of hazardous substances from any source on,under above or related to the Premises or from the Premises within the meaning of,or that otherwise causes the Premises to be in violation of,or subject to,CERCLA,or any similar state law or local ordinance or any other environmental law;or C) The discharge of pollutants or effluents into any water source or system,or the discharge into the air of any emissions,which would require a permit under the Federal Water Pollution Control Act("FWPCA"),33 U.S.C. Section 1251 et sue,or the Clean Air Act("CAA"),42 U.S.C. Section 7401 et saq., or any similar state law or local ordinance. iii) There shall be no Hazardous Substances or conditions in or on,under,above or related to the Premises which may support a claim or cause of action under RCRA,CERCLA,FWPCA,CAA or any other federal,state or local environmental statutes,regulations,ordinances or other environmental regulatory requirements or under any common law claim relating to environmental matters,or could result in recovery by any governmental or private party of or the incurrence of costs relating to,investigative,remedial,removal,cleanup, response,corrective action or abatement costs,natural resources damages,property damages,damages in personal injuries or other costs,expenses or damages. iv) There shall be no underground storage tanks or release or threatened releases from such tanks located on,under,or above the Premises. b) If it is discovered that any Hazardous Substances have been deposited,spilled,released, discharged,emitted or otherwise caused to exist, on,under,above or from the Premises in violation of the provisions of this Section 9,but excluding conditions existing prior to the commencement of the Term,then SUBLESSEE agrees promptly to remediate,remove,clean up,respond,correct,abate or take such other remedial action with regard to such Hazardous Substances as may be required by applicable law or regulations. Any such remedial action shall be the sole responsibility of SUBLESSEE and shall be conducted solely at SUBLESSEE's expense. If SUBLESSEE fails to commence or diligently pursue such remedial action in SUBLESSOR's sole judgment,then,after written notice to SUBLESSEE, SUBLESSOR may declare an event of default under this Lease and exercise any and all remedies hereunder,and/or cause the taking of such remedial action as may be required solely at SUBLESSEE's expense. SUBLESSEE grants to SUBLESSOR,its agents and employees access to the Premises and the license to carry out such remedial action. c) SUBLESSEE shall give SUBLESSOR prompt oral and written notice of any of the following occurrences arising with regard to the Premises or SUBLESSEE's activities thereon: SUBLEASE AGREEMENT Page S of 13 i) Any spill,release,threatened release,discharge,emission, or other occurrence that would constitute a violation of the provisions of Section 9(a)above; ii) The notification of any of the events set forth in Section 9(b)above to any federal, state,or local governmental agency or authority; iii) Any notices, claims,or allegations of environmental violations or contamination received from any federal,state or local governmental agency or authority or the filing or commencement of any judicial or administrative proceeding by any such agency,or iv) The filing or threatened filing of any judicial or administrative proceeding by any private party alleging injury or threat of injury to property,health, safety or the environment. d) SUBLESSEE hereby agrees to indemnify,defend and hold harmless SUBLESSOR and its agents,affiliates,officers,directors,employees,representatives,successors or assigns(referred to herein collectively as the"Indemnified Parties")from and against any and all liens,claims,demands,suits,proceedings, actions,causes of action,assessments,fines,penalties,charges,judgments,costs(including,without limitation, reasonable investigative,remedial,removal,cleanup,response,corrective action or abatement costs related to Hazardous Substances),expenses(including,without limitation,reasonable attorneys' fees and expenses,court costs,whether incurred with or without the filing of suit,on appeal or otherwise,consultant and expert fees, investigation and laboratory expenses and any other costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or cl aim, action,suit,proceeding or demand of any kind of character), losses,damages,natural resources damages or liabilities(collectively"Environmental Liabilities")to which any of the Indemnified Parties may be subject to,arising out of or relating to any alleged contamination of the Premises or arising from any violation of SUBLESSEE's obligations under this Section 9 by SUBLESSEE or any party acting by,through or under SUBLESSEE,including,without limitation SUBLESSEE's agents,employees, representatives,contractors,subtenants,successors and assigns,and any licensees,invitees,visitors or guests of any of the foregoing parties(referred to herein collectively as the"SUBLESSEE Parties"). Such Environmental Liabilities for which any of the Indemnified Parties are indemnified hereunder shall be reimbursable as incurred without any requirement of waiting for the ultimate outcome of any litigation,claim or other proceeding, and SUBLESSEE shall pay such Environmental Liabilities as incurred by SUBLESSOR or any of the other Indemnified Parties within 15 days after notice itemizing the amounts incurred to the date of such notice. e) SUBLESSEE hereby acknowledges and agrees that(i)SUBLESSOR has advised SUBLESSEE that,in connection with GSM's Mining Activities on and about the Premises,certain Hazardous Substances have or are likely to have impacted the Premises,(ii)considerable information regarding GSM's Operations on the Premises and the potential environmental impacts is publicly available in governmental offices, media and other sources,and(iii)SUBLESSEE has or shall review such records to determine the nature of GSM's Operations and any potential impact which the same may have on SUBLESSEE's intended use and development of the Premises. SUBLESSEE hereby releases SUBLESSOR and GSM of any and all Environmental Liabilities arising from or relating to any environmental or other impacts which may have occurred on or to the Premises from GSM's Mining Operations. 0 The obligations of SUBLESSEE set forth in this Section 9 shall survive the expiration or earlier termination of this Sublease or the exercise by SUBLESSOR of any of its remedies hereunder. 9. TAXES. SUBLESSEE is responsible for all personal property taxes. 10. CONSTRUCTION OF IMPROVEMENTS OR ALTERATIONS. SUBLESSEE may not construct or relocate existing roads and driveways on the Premises. SUBLESSEE may,or at SUBLESSOR's direction shall,construct fencing around the perimeter of the Premises as SUBLESSEE,or SUBLESSOR,as the case may be,may deem necessary or appropriate to secure or enclose the same.The expense for any and all improvements constructed by SUBLESSEE,or other security measures taken by SUBLESSEE,are the responsibility of the SUBLESSEE. SUBLESSEE shall not make any material alterations of any Improvements SUBLEASE AGREEMENT Page 6of13 without SUBLESSOR's and GSM's prior written consent,which consent shall not be unreasonably withheld.A Tenant Improvement Allowance(TIA)of$4/square foot for$4800 has been negotiated as part of the lease and results in a monthly rent reduction from$650/month to$450/month for a two year period at which time a new rate will be established. 11. INSURANCE. SUBLESSEE shall,during the entire Term,keep in full force and effect,solely at SUBLESSEE's cost and expense: a) A policy of commercial general liability insurance with respect to the Premises and the business operated by SUBLESSEE on the Premises, for which the limits of general liability shall be in the amount of One Million Dollars($1,000,000.00)combined single limit,naming SUBLESSOR and GSM as an additional insured.In the event the Premises are used for light industrial activities(provided that such activities are in accordance with terms,conditions,and restrictions of this Lease),SUBLESSOR may require,in SUBLESSOR's sole discretion,that such amount be increased to Two Million Dollars($2,000,000.00). Such coverage shall include a broad form general liability endorsement. The policy shall contain a provision that the insurance company will not cancel or change the insurance without first giving SUBLESSOR and GSM thirty(30)days' prior written notice. Such liability insurance shall include,without limitation,products and completed operations liability insurance,fire and legal liability insurance, contractual liability insurance applicable to all of SUBLESSEE's indemnity obligations under this Lease,and such other coverage as SUBLESSOR may reasonably require from time to time. From time to time,at SUBLESSOR's request,SUBLESSEE shall increase such insurance coverage to a level that is reasonably required by SUBLESSOR. b) Statutory worker's compensation insurance and employer's liability insurance with a Five Hundred Thousand Dollar($500,000.00)minimum limit covering all of SUBLESSEE's employees. c) Coverage for all risks of physical loss or damage insuring the full replacement value of all Improvements and all fixtures and equipment located upon or used in the operation of such Improvements. d) Umbrella/excess liability insurance in the amount of Two Million and No/100 Dollars 2,000,000.00).If there is no per project aggregate under the Commercial General Liability policy,the limit shall be Five Million and No/100 Dollars($5,000,000.00). 12. CONDEMNATION. In the event that all or pat of the Premises is taken by eminent domain or conveyed in lieu of eminent domain such that the Premises cannot reasonably be used by SUBLESSEE for the intended purpose(a"Total Taking"),then this Sublease will terminate effective as of the date that the condemning authority takes possession. In the event of a taking which does not prevent SUBLESSEE from using the Premises for the intended purposes(a"Partial Taking"),this Sublease does not terminate but shall continue in full force and effect. In the event of either a Total Taking or a Partial Taking,both SUBLESSOR and SUBLESSEE shall be free to seek such condemnation award for the loss of their respective interests as they deem to be appropriate. 13. INDEMNITY. SUBLESSEE shall indemnify and hold harmless SUBLESSOR,from and against all liabilities,judgments,claims,suits,causes of action,demands,damages,losses,penalties,costs and expenses, including attorneys'fees and costs of litigation or arbitration,of every kind and nature,due to or in any way directly or indirectly arising out of or resulting from or related to:(a)any breach,violation or nonperformance of any obligation of SUBLESSEE under this Sublease; (b)construction or alteration of any improvements;(c)the use or occupancy of the Premises and/or improvements by SUBLESSEE or any of the SUBLESSEE Parties,or the condition of the Premises,including the improvements;(d)any act,thing or work done or omitted to be done in,on or about the Premises, including the improvements,or adjacent property,by SUBLESSEE or any person acting on behalf of or at SUBLESSEE's direction;(e)any contest of Taxes or requirements of applicable laws by SUBLESSEE authorized by this Lease;and(f)any damage to property or any injury to persons(including death resulting at any time therefrom)in,on,under or about the Premises,including any improvements,from any cause whatsoever. If any action is brought against SUBLESSOR by reason of any such claim,SUBLESSEE,upon request by SUBLESSOR, shall defend any such action or proceeding at SUBLESSEE's expense by counsel reasonably satisfactory to SUBLESSOR. Alternatively,SUBLESSOR may defend itself by counsel engaged by SUBLEASE AGREEMENT Page 7 of 13 SUBLESSOR and SUBLESSEE shall reimburse SUBLESSOR from time to time upon SUBLESSOR's demand, for all costs and expenses(including reasonable attorneys' fees)of such defense. SUBLESSEE waives all claims against SUBLESSOR for damage or injury to person or property arising,or asserted to have arisen, from any cause whatsoever,including without limitation, any negligence or alleged negligence of SUBLESSOR or its officers, directors,shareholders,partners,members,managers,employees, agents,contractors and attorneys,except only to the extent such damage or injury is adjudged to be solely the result of the gross negligence of SUBLESSOR or its officers,directors, shareholders,partners,members,managers,employees,agents,contractors or attorneys. In any and all claims against SUBLESSOR or its officers,directors,shareholders,partners,members,managers, employees,agents,contractors and attorneys by an employee of SUBLESSEE,any contractor or subcontractor of SUBLESSEE or any SUBLESSEE,or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,SUBLESSEE's indemnification and defense obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation or benefits payable by or for SUBLESSEE, SUBLESSEEE's,contractor, subcontractor or other person under worker compensation acts,disability benefit acts or other employee benefit acts. Enforcement of SUBLESSEE's indemnification and defense obligations shall not in any manner limit SUBLESSOR's other rights and remedies set forth in this Sublease. The provisions of this Section including SUBLESSEE's indemnification and defense obligations,shall survive the expiration or earlier termination of this Sublease. 14. END OF TERM. SUBLESSEE shall at or before the expiration of the Term either(i)surrender the Premises,including improvements,if any,to SUBLESSOR,and all fixtures and equipment located upon or used in the operation of such improvements,or(ii)surrender the Premises to SUBLESSOR and remove such structures,improvements,trade fixtures,furniture,equipment,systems and other personal property as SUBLESSEE sees fit and restore the Premises to its condition immediately prior to the commencement of this Sublease. 15. DEFAULT. The following events(each an"Event of Default")shall constitute defaults on the part of the SUBLESSEE: a) The failure to pay any amounts due by this Sublease when the amounts come due,and the continuance of such failure for a period of five(5)days after SUBLESSOR has given written notice of default to SUBLESSEE. b) The failure of the SUBLESSEE to observe or perform any other covenant, agreement,or obligation,and the continuance of such failure for a period of thirty(30)days after written notice has been given by SUBLESSOR to SUBLESSEE or, if such failure,because of its nature,cannot be cured completely within thirty 30)days,the failure to commence the correction of such failure within such thirty(30)days or the failure to diligently prosecute the correction of such failure. c) The filing or execution or occurrence of: (i)a petition in bankruptcy by or against SUBLESSEE; (ii)a petition or answer seeking a reorganization,arrangement,composition,readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Federal Bankruptcy Code or any state bankruptcy or insolvency law;(iii)adjudication of SUBLESSEE as a bankrupt or insolvent; iv)any assignment by SUBLESSEE for the benefit of creditors whether by trust,mortgage, or otherwise; (v)a petition or other proceeding by or against SUBLESSEE for,or the appointment of,a trustee,receiver,guardian, conservator or liquidator of SUBLESSEE with respect to all or substantially all its property;or(vi)a petition or other proceeding by or against SUBLESSEE for its dissolution or liquidation,or the taking of possession of the property of SUBLESSEE by any governmental authority in connection with dissolution or liquidation. 16. SUBLESSOR'S REMEDIES. Upon the occurrence or existence of an Event of Default, SUBLESSOR may at any time thereafter while such Event of Default continues: a) Give a written termination notice to SUBLESSEE,and upon the date specified in such notice the Term of this Sublease will expire and terminate,and all rights of SUBLESSEE under this Sublease shall cease without the necessity of reentry or any other act on SUBLESSOR's part. SUBLESSOR has the right to terminate this Sublease by giving SUBLESSEE such written notice at any time. Upon any termination of this SUBLEASE AGREEMENT Page 8 of 13 Sublease, SUBLESSEE shall quit and surrender to SUBLESSOR the Premises. If this Sublease is terminated, SUBLESSEE shall be and remain liable to SUBLESSOR for damages as hereinafter provided and SUBLESSOR shall be entitled to recover from SUBLESSEE as damages an amount equal to the total of: (i)all costs,fees and expenses incurred by SUBLESSOR(including attorney's fees)in regaining possession of the Premises,plus(ii) holdover rent from the date on which SUBLESSOR terminates this Sublease until SUBLESSEE surrenders and vacates the Premises,plus(iii)any and all amounts payable by SUBLESSEE as of the date on which SUBLESSOR regains possession of the Premises,plus(iv)all other amounts necessary to compensate SUBLESSOR fully for all damage caused by SUBLESSEE's default(which sum is referred to herein as the"Default Rent"). b) Without demand or notice,enter upon and repossess the Premises or any part thereof,and repossess the Possession and expel SUBLESSEE and those claiming through or under SUBLESSEE,and remove the effects of any and all such persons,by force,summary proceedings,ejectment or otherwise,without being deemed guilty of any manner of trespass and without prejudice to SUBLESSOR's rights to recover Default Rent and damages. If SUBLESSOR elects to reenter,or if SUBLESSOR takes possession pursuant to legal proceedings or pursuant to any notice provided for by law,SUBLESSOR may, from time to time,without terminating this Sublease,relet the Premises or any part thereof. The reentry,repossession or reletting of the Premises by SUBLESSOR shall not be construed as an election by SUBLESSOR to terminate this Sublease unless a written notice of termination is given to SUBLESSEE by SUBLESSOR. The reentry,repossession or reletting of the Premises shall not relieve SUBLESSEE of its liability and obligation under this Sublease. Upon reentry or repossession,SUBLESSOR is entitled to the amount of the monthly Default Rent,and all other sums,which would be payable if such reentry or repossession had not occurred,less the net proceeds,if any,of any reletting of the Premises after deducting all of SUBLESSOR's expenses in connection with such reletting. SUBLESSEE shall pay such amounts to SUBLESSOR on the days on which the Rent would have been payable hereunder if possession had not been retaken. c) At any time after the repossession of the Premises by SUBLESSOR,regardless of whether the Tenn of this Sublease has terminated, SUBLESSOR has the right to relet the Premises in the name of SUBLESSEE or SUBLESSOR or otherwise,without notice to SUBLESSEE. SUBLESSOR may relet the Premises for any length of term and on any conditions and for any uses and SUBLESSOR will have the right to make alterations and repairs to the Premises. In no event shall SUBLESSEE be entitled to receive the excess,if any,of net rent collected by SUBLESSOR as a result of such reletting over the sums payable by SUBLESSEE to SUBLESSOR hereunder. d) In the event of any termination of this Sublease by its terms or by operation of law or any repossession of the Premises pursuant to the terms of this Sublease,SUBLESSEE,so far as permitted by law, waives(i) any notice of reentry or of the institution of legal proceedings to that end,(ii)any right of redemption,re- entry or repossession, and(iii)the benefits of any laws now or hereafter in force exempting property from execution for rent or for debt. e) SUBLESSOR's exercise of any or all of the remedies shall not in any way restrict SUBLESSOR's right to exercise any or all available remedies at law and in equity. SUBLESSOR's exercise of or failure to exercise any right or remedy available to it does not constitute a waiver thereof or of the default by SUBLESSEE. 17. SUBLESSOR NOT LIABLE. SUBLESSOR is not liable for any injury or damage to any person or to any property at any time on the Premises from any cause whatever that may at any time exist from the use or condition of the Premises from any cause,during the Term or any renewal of this Sublease. 18. NATURE OF RELATIONSHIP BETWEEN PARTIES. a) Landlord and Tenant Relationship. The sole relationship between the parties created by this Sublease is that of landlord and tenant. SUBLEASE AGREEMENT Page 9 of 13 b) Requirements of Governmental Agencies/Lenders. SUBLESSOR shall assist and fully cooperate with SUBLESSEE,at no out-of-pocket expense to SUBLESSOR, in complying with or obtaining any land use permits and approvals,tax-incentive or tax-abatement program approvals,building permits,environmental impact reviews or any other approvals required or deemed desirable by SUBLESSEE in connection with the financing,construction,installation,replacement,relocation,maintenance,operation or removal of a light industrial and/or business park at the Premises,including execution of applications for such approvals and delivery of information and documentation related thereto. SUBLESSOR bears no responsibility to SUBLESSEE if permits cannot be obtained. c) Ouiet Enjoyment. Except as otherwise provided pursuant to the terms of this Sublease, SUBLESSOR covenants and warrants that SUBLESSEE shall peacefully hold and enjoy the Premises for the Term without hindrance or interruption by SUBLESSOR or any person lawfully or equitably claiming by,through or under SUBLESSOR. 19. RIGHT OF SUBLESSOR TO PAY OBLIGATIONS OF SUBLESSEE TO OTHERS. If SUBLESSEE fails to pay any sums to be paid by it under this Sublease or fails to maintain the Premises,then SUBLESSOR,after five(5)days notice in writing by SUBLESSOR to SUBLESSEE,has the right to pay any such sums due to be paid by SUBLESSEE and to perform any work necessary for the proper maintenance of the Premises. Upon demand in writing,the SUBLESSEE shall pay SUBLESSOR all amounts paid by SUBLESOR, together with interest from the date of payment by SUBLESSOR 20. WAIVER OF NONPERFORMANCE. Failure of SUBLESSOR to exercise any of its rights under this Sublease upon nonperformance by SUBLESSEE of any condition,covenant or provision of this Sublease shall not be considered a waiver of such condition,covenant or provision. The SUBLESSOR's waiver any nonperformance by SUBLESSEE of any condition,covenant or provision does not constitute a waiver of SUBLESSOR's rights with respect to any subsequent defective performance or nonperformance by SUBLESSEE. 21. FORCE MAJEURE. If performance of this Sublease is prevented or substantially restricted or interfered with by reason of an event of"Force Majeure"(defined below),the affected party,upon giving notice to the other party,shall be excused from performance to the extent of and for the duration of such prevention, restriction or interference. The affected patty shall use its reasonable efforts to avoid or remove such causes of nonperformance and shall continue performance hereunder whenever such causes are removed. "Force Majeure" means fire,earthquake,flood or other casualty or accident; strikes or labor disputes,inability to procure power at commercially reasonable cost,war,civil strife or other violence,any law,order,proclamation,regulation, ordinance,action,demand or requirement of any government agency or utility, or any other act or condition beyond the reasonable control of a party hereto,but in no event shall include any delay caused by a party's failure or inability to pay money. 22. SUBORDINATION. This Sublease is subordinate to the lien of all present or future mortgages that affect the SUBLESSOR's or GSM's interest in the Premises and to all renewals,modifications,replacements and extensions of such mortgages. This clause is self-operative but in any event SUBLESSEE agrees to execute promptly and deliver any estoppel certificate or other assurances that SUBLESSOR or GSM may request in furtherance of this provision at no cost to SUBLESSOR or GSM. 23. SUBLESSEE ESTOPPEL CERTIFICATE. SUBLESSEE agrees at any time and from time to time,within ten days after request by SUBLESSOR or GSM or by the holder of any mortgage or deed of trust on SUBLESSOR's or GSM's interest in the Premises,to execute,acknowledge and deliver to SUBLESSOR,GSM or the holder of such instrument, a statement in writing certifying that this Sublease is unmodified and in full force and effect(or if there have been modifications,that the same is in full force and effect as modified and stating the modifications);that to the best of SUBLESSEE's knowledge there are no defaults hereunder by SUBLESSOR, if such is the fact,and otherwise specifying such defaults in detail;that there are no defenses or offsets to the Sublease by SUBLESSEE,or stating such defenses or offsets as are claimed by SUBLESSEE;the dates to which Rent and other charges have been paid; and such other information concerning this Sublease,the Premises and SUBLESSEE as may be reasonably requested. SUBLESSEE's failure to deliver such certificate within such time shall be a SUBLEASE AGREEMENT Page 10 of 13 material default of SUBLESSEE and shall be conclusive upon SUBLESSEE that this Sublease is in full force and effect without modification except as maybe represented by SUBLESSOR,that there are no uncured defaults in SUBLESSOR's performance and that no more than one month's Rent has been paid in advance. Any statement delivered pursuant to this Section may be relied upon by the holder of any such mortgage,deed of trust or other instrument of security or any prospective purchaser of SUBLESSOR's interest in the Premises. 24. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary expressly or impliedly contained in this Sublease,there is absolutely no personal liability of any person,firm,partnership, association,or other entity who or which constitutes SUBLESSOR,under or with respect to any of the terms, covenants,conditions or provisions of this Sublease,or of any violation hereof,and SUBLESSEE shall look solely to the interest of SUBLESSOR in the Premises for the satisfaction of each and every claim and remedy of SUBLESSEE in the event of any default or violation whatever by SUBLESSOR hereunder,such exculpation of personal liability is absolute and without any exception or modification whatever,now or hereafter. 25. INTEREST UPON ARREARS OR UPON DEFAULT. Every installment of rent accruing under this Sublease and all other sums becoming due or payable to SUBLESSOR under this Sublease or on account of any default by SUBLESSEE in performance or observance of any of the covenants of this Sublease,will, if it is not paid when due,bear interest from the due date until the same is paid at the rate(the"Interest Rate")of 18 percent per annum,or if such rate exceeds the maximum rate of interest that may be legally charged,such maximum rate. 26. NOTICES. All notices and communications concerning this Sublease shall be sent by United States certified mail,postage prepaid,addressed as follows: SUBLESSOR SUBLESSEE Jefferson Local Development Corporation 103 West Legion Street Whitehall,MT 59759 Attention: JLDC Manager Facsimile: (406)287-3287 Telephone: (406)287-3282 Either party may change its address for notice by giving notice to that effect. Notices sent by certified mail will be deemed received two days after deposit in the U.S. mail,postage prepaid,addressed as required above. Notices may be given on behalf of either party by its attorney. 27. SALE OR TRANSFER BY SUBLESSOR. In the event of a sale or conveyance by SUBLESSOR(or any transferee)or GSM(or any transferee)of all or part of the Premises,the same shall operate to release SUBLESSOR(or the then transferor) from any future liability upon any of the covenants or conditions, express or implied,herein contained in favor of SUBLESSEE,and in such event SUBLESSEE agrees to look solely to the responsibility of the successor in interest of SUBLESSOR in and to this Sublease. This Sublease shall not be affected by any such sale,and SUBLESSEE agrees to attom to the purchaser or assignee. 28. COURT ACTION,ATTORNEY'S FEES AND COSTS. If either party fails to comply with any of the covenants,conditions or provisions of this Sublease,and a lawsuit is brought for damages or to recover possession of the Premises or to enforce any provision hereof,the losing party shall pay to the substantially prevailing party reasonable costs and expenses,including attorneys' fees and fees and costs of experts,incurred in prosecuting these suits,including on appeal. In addition, if SUBLESSOR is made a party to any litigation concerning this Sublease,the Premises,or SUBLESSEE,by reason of any act of omission of SUBLESSEE,or any agent or representative of SUBLESSEE, SUBLESSEE shall be liable for the reasonable attorneys' fees and court costs and expenses incurred in the litigation by SUBLESSOR. SUBLEASE AGREEMENT Page 11 of 13 29. PUBLIC DEDICATION; ADVERSE POSSESSION. Nothing in this Sublease may be construed to give SUBLESSEE the authority to,dedicate any portion of the Premises to public use. SUBLESSEE shall take any and all necessary and appropriate actions(including,without limitation periodic and temporary closures of any access roadway)to ensure that no portion of the Premises is inadvertently dedicated to any public authority or to public use. SUBLESSEE shall take all necessary and appropriate actions to ensure that no portion of the Premises becomes subject to a claim for adverse possession,prescriptive easement rights or other similar claims. 30. ENTIRE AGREEMENT; MODIFICATION. This Sublease contains the entire agreement between the parties and supersedes all prior agreements,understandings,memoranda and negotiations,whether oral or written,concerning the subject matter hereof. No rights or remedies of SUBLESSOR under this Sublease may be waived except in a writing signed by SUBLESSOR and expressly stating the nature and substance of the waiver. Any such waiver shall be effective only in the particular circumstances stated in such writing. Except as herein otherwise provided,no amendment,alteration, modification of or addition to this Sublease shall be valid or binding unless in writing and signed by the parties. My modification or amendment of this Sublease shall be in writing and shall be executed by the parties. 31. NO AUTOMATIC MERGER. The voluntary or other surrender of this Sublease by SUBLESSEE or the cancellation of this Sublease by mutual agreement of SUBLESSEE and SUBLESSOR or the termination of this Sublease on account of SUBLESSEE's default shall not work as merger,and shall,at SUBLESSOR's option,terminate all or any subleases or operate as an assignment to SUBLESSOR of all or any subleases. SUBLESSOR's option hereunder shall be exercised by notice to SUBLESSEE and all known sublessees in the Premises or any part thereof. 32. SEVERABILITY. If any term,covenant,condition,or provision of this Sublease is held by a court of competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions shall remain in full force and effect and shall in no way be affected,impaired,or invalidated. In lieu of each provision of this Sublease that is determined to be illegal,void or unenforceable there shall be added as a part of this Sublease a provision that is legal,valid and enforceable as similar in terms as possible to such illegal,invalid or unenforceable provision. 33. MONTANA LAW TO APPLY. This Sublease shall be construed and enforced under and in accordance with the laws of the State of Montana,except only to the extent preempted by Federal laws. 34. MINERAL EXPLORATION. SUBLESSOR,for the benefit of GSM,expressly reserves all rights to the mineral estate,including but not limited to,access by ingress and egress to and from the mineral estate through the surface estate,the right to conduct mineral exploration and/or development, or to lease the Premises to third parties for mineral exploration and/or development with right of ingress and egress. 35. NO RIGHT TO AIR OR LIGHT. SUBLESSOR has not promised SUBLESSEE that the Premises now has,or will continue to have,any particular scenic view or access to light or air. SUBLESSEE covenants and agrees that no diminution or shutting off of light, air or view by any structure which may be hereafter erected on or off the Premises(whether or not by SUBLESSOR)shall in any way affect this Sublease,entitle SUBLESSEE to any damages or any abatement of rent hereunder or result in any liability of SUBLESSOR to SUBLESSEE,any sublessee or any other person. 36. CONSTRUCTION OF SUBLEASE. The language in all parts of this Sublease is in all cases to be construed according to its fair meaning,and not strictly for or against SUBLESSOR or SUBLESSEE. 37. BINDING EFFECT. All rights and liabilities herein given to or imposed upon either of the parties extends to the heirs,executors,administrators,successors and assigns of such party,provided,however that this provision does not permit SUBLESSEE to assign this Sublease or any right or interest hereunder except in compliance with other provisions of this Sublease. SUBLEASE AGREEMENT Page 12 of 13 38. PERMITS. SUBLESSEE shall,at SUBLESSEE's sole cost and expense,procure and maintain in full force and effect every permit,license,certificate or other authorization required in connection with the occupancy,use and/or operation of the Premises by SUBLESSEE or required in connection with any building or improvements now or hereafter erected on the Premises. 39. NEW SUBLEASE. If at any time during the Term,either SUBLESSOR and SUBLESSEE deems it to be necessary or desirable to meet legal or regulatory requirements,the parties shall re-execute a new sublease substantially in the form of this Sublease with a term equal to the Term remaining as of the date of execution of the new sublease. 40. EXECUTION OF SUBLEASE. If SUBLESSEE is a corporation,each person executing this Sublease represents and warrants that he or she is duly authorized to execute and deliver this Sublease on behalf of the corporation. Those persons further represent that the terms of this Sublease are binding upon the corporation. 41. HEADINGS. The section,paragraph and subparagraph headings are inserted only as a matter of convenience and in no way define,limit or describe the scope or intent of this Sublease or in any way affect the interpretation hereof. 42. EXHIBITS. The following exhibits are attached to this Sublease and incorporated herein and made a part of this Sublease: None. 43. WATER RIGHTS. SUBLESSEE shall not initiate or establish any water rights on the Premises without SUBLESSOR's prior written consent. If,upon receiving SUBLESSOR's approval, SUBLESSEE shall initiate or establish any such water right,such right shall become an appurtenance of the Premises. SUBLESSEE agrees that any application to appropriate water on the Premises shall be done in SUBLESSOR's name without any cost to SUBLESSOR. It is expressly understood and agreed that this Sublease does not confer any rights upon SUBLESSEE to use any water,whether presently developed or not,on the Premises. 44. EARLY TERMINATION. SUBLESSOR shall have the right to terminate the Sublease at any time prior to the expiration of the Term with respect to all or a portion of the Premises should GSM's Operations on the Premises require such early termination,as determined in SUBLESSOR's sole and absolute discretion. SUBLESSOR shall provide SUBLESSEE with at least ninety(90)days written notice of SUBLESSOR's intent to terminate the Sublease("Early Termination Notice"),with the Early Termination Notice setting forth the portion of the Premises to which such termination applies(which may be all of the Premises),and the date upon which such termination shall occur. In Witness Whereof,the undersigned SUBLESSOR and SUBLESSEE execute this Sublease to be effective as of the day and date first above written. SUBLESSEE SUBLESSOR SUNLIGHT BUSINESS PARK TENANTS ASSOCIATION/7 17 V/ trirta Sighature Signatm'e ;/ Name: Ph VC cccl Name: Title: °too e'r- p (BSrstvr.' .VUtcrS Title: #: Date: i l s-i 1 t-1 Date: V y/i , SUBLEASE AGREEMENT Page 13 of 13