BASIC LEASE PROVISIONS:
The following provisions shall be referred to in this Lease as
the Basic Lease Provisions. In the event of any conflict between any Basic Lease
Provision and the balance of the Lease, the latter shall control.
1. Location of Premises: A portion of the Seventh Floor
depicted on Exhibit "A"
2. Rentable Area of
Premises: 5,083 rentable square feet
3. Percentage Share: 1.80%
4. Term: Five (5) years
5. Renewal Option: One five (5) year renewal option.
6. Basic Annual Rent:Year 1: $86,411.00 per annum
($17.00 per square foot), payable in equal
monthly installments of $7,200.92
Year 2: $86,411.00 per annum ($17.00 per square foot), payable in equal monthly
installments of $7,200.92
Year 3: $87,681.75 per annum ($17.25 per square foot), payable in equal
monthly installments of $7,306.82
Year 4: $88,952.50 per annum ($17.50 per square foot), payable in equal monthly
installments of $7,412.71
Year 5: $90,223.25 per annum $17.75 per square foot), payable in equal
Group
1100
TENANT:
14. All payments under this Lease shall be payable and delivered to: Alexander
Summer, LLC, as Agent for Tremont Capital Corporation, c/a Tremont Capital
Corporation, ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or such other payee or
address as Landlord may designate from time to time.
(A) Landlord hereby leases to Tenant, and
Tenant hereby hires from Landlord, subject to all of the terms
and conditions hereinafter set forth, those certain premises
(the "Premises") as set forth in Item 1 of the Basic Lease
Provisions and as shown in the drawing(s) attached hereto as
Exhibit "A"; said ▇▇▇▇▇▇▇▇ being located on the floor(s)
indicated in that certain office building o (the "Building")
situated on certain land, which said land together with the
Building are collectively hereinafter referred to as the
"Property," being located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇.
(B) The term of this Lease shall be as shown
in Item 4 of the Basic Lease Provisions. The Lease shall
commence on the Commencement Date as shown in Item 7 of the
Basic Lease Provisions, or upon such earlier date as Tenant
takes possession or commences use of the Premises for any
purpose, other than as set forth in Paragraph 6 below. Such
date of commencement, hereinafter the "Commencement Date," and
the date of expiration, hereinafter the "Expiration Date,"
shall be confirmed by Landlord by means of a "Commencement
Date Memorandum" in form substantially similar to Exhibit "C."
(C) Landlord hereby grants Tenant the right
to extend the term of this Lease for one (1) five (5) year
period. To exercise such right, Tenant shall send to Landlord
a renewal notice on or before the 180th day preceding the
Expiration Date. Tenant's renewal notice shall be null and
void if (i) as of either the date of the delivery of the
renewal notice or as of the commencement of the renewal term,
Tenant is in default of any of its obligations under this
Lease beyond any applicable notice and grace period, or
(ii) Tenant has assigned its interest under this Lease or has sublet more than
50% of the rentable area of the Premises. All terms and conditions of this Lease
shall apply to the renewal period, except that the annual fixed rental shall be
equal to the then fair market rental value of the Premises as determined below.
Tenant shall deliver to Landlord the name of an arbitrator
appointed by ▇▇▇▇▇▇. Within ten (10) days after receipt of
Tenant's notice, Landlord shall appoint a second person as an
arbitrator on its behalf. If the arbitrators' determination of
the renewal term rental rate for the Premises varies by more
than five percent (5%), then the arbitrators shall appoint a
third person who shall select the Lease is in effect during
such partial month bears to the number of days in that
calendar month, and such Basic Monthly Rental Installment
shall be paid at the commencement of such partial month. The
Basic Annual Rent includes $1.25 for electrical energy for
ordinary business use as described in Paragraph 9.
(B) In addition to the Basic Annual Rent
stipulated herein, Tenant covenants and agrees to pay in U.S.
currency, without deduction, offset, or abatement, to Landlord
a& additional rent, hereinafter "Additional Rent," all other
sums and charges which are to be paid by Tenant pursuant to
the terms of this Lease. Except as otherwise provided in this
Lease, Additional Rent shall be due and payable on the first
day of the month following the date on which Tenant is given
notice that Additional Rent is due.
(C) The Basic Annual Rent plus Additional
Rent are sometimes collectively referred to as "Rent."
PARAGRAPH 3 ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES,
-------------------------------------------------
ETC.:
----
(A) Commencing with the Commencement Date,
▇▇▇▇▇▇ agrees to pay as items of Additional Rent for the
Premises, ▇▇▇▇▇▇'s "Percentage Share" (being the percentage
indicated in Item 3 of Basic Lease -Provisions) of all
increases in "Property Operating Expenses" and "Property
Taxes" (each as hereinafter defined) over the base year set
forth in Item 11 of the Basic Lease Provisions incurred by
Landlord in the operation of the Property. For purposes of
this paragraph, during each year actual occupancy of the
Building is less than ninety--five percent (95%), Landlord
will adjust the costs of all Property Operating Expenses to
assume ninety-five percent (95%) occupancy of the Building.
(B) The items of Additional Rent contemplated
under subparagraph 3(A) shall be determined in accordance with
the following procedures:
(i)Each December during the term
herof or as soon thereafter as
practical, Landlord shall give
Tenant written notice of
▇▇▇▇▇▇▇▇'s estimate of any
amounts payable under
subparagraph 3(A) above for the
ensuing calendar year, together
with a copy of any tax bill upon
which ▇▇▇▇▇▇▇▇'s estimate of
Property Taxes is based. On or
before the first day of each
month during the ensuing calendar
year, Tenant shall pay Landlord
without further notice
one--twelfth (1/12) of such
estimated amounts, provided
that if
such notice is not given
in December, Tenant
shall continue to pay on
the basis of the then
applicable rental until
the month after such
notice is given. If at
any time or times it
appears to Landlord that
the increased amounts
payable under
subparagraph 3 (A) for
the current calendar
year will exceed its,
estimate, Landlord may,
by notice to Tenant,
revise its estimate for
such year
(i) The term "Property Operating Expenses" as used herein shall include all
costs of operation, management, and maintenance of the Property calculated on an
accrual basis for each calendar year as determined by generally accepted
accounting principles consistently applied. Property Operating Expenses shall,
by way of illustration but not limitation, include water and sewer charges;
insurance premiums; license, permit and inspection fees; fuel; heat; light;
power provided any portion of the Property other than those portions leased to
any tenant (including Tenant); janitorial and security services; labor;
salaries; air conditioning; landscaping; maintenance and repair of the Building,
ice and snow removal; supplies; materials; equipment; tools; repair or
replacement of equipment, machinery and other items of Landlord's property; the
reasonable property management fees and costs including, but not limited to,
reasonable office rent for the on--site property management office; and the cost
incurred in contesting- the validity or an assessment of Property Taxes.
Property Operating Expenses shall also include, but not be limited to, the cost
of any capital improvements made to the Property by Landlord that reduce
operating expenses or that are required under any governmental law or regulation
not previously applicable to the Property or not in effect at the time it was
constructed. Such capital cost shall be amortized over the useful life thereof,
as determined in accordance with generally accepted accounting principles,
consistently applied ("GAAP") with a return on capital at the then current prime
interest rate of the largest national bank in New York City plus two percent
(2%) or at such higher rate as may have been paid by Landlord on the funds
borrowed for the purpose of providing such capital improvements. Only the
amortized portion of such capital expenditures for any calendar year shall be
included in Property Operating Expenses for such calendar year. Property
Operating Expenses shall not include (a) depreciation; (b) interest and
amortization on debt; (c) all other capital expenses; (d) costs of correcting
latent defects; (e) costs which are reimbursed by insurance proceeds or eminent
domain awards; (f) costs of any special service to another tenant not furnished
to tenants generally and (g) costs of collecting rent from other tenants and of
enforcing lease rights against other tenants.
(ii) The term "Property Taxes" as used herein shall include all real estate
taxes or personal property taxes and other taxes,
charges and assessments, unforeseen as well as foreseen, which are levied with
respect to the Property and any improvements, fixtures and equipment and other
property of Landlord, real or personal, located in the Building or on the
Property and used in connection with the operation of the Property for each
calendar year and shall include any tax, surcharge or assessment which shall be
levied in addition to or in lieu of real estate or personal property taxes,
other than taxes covered in Paragraph 11, and shall also include any rental,
excise, sales, transaction, privilege, or other tax or levy, however
denominated, imposed upon or measured by the rental reserved hereunder or on
Landlord's business of leasing the Premises and Property, excepting only net
income taxes. Property Taxes shall be based upon the actual assessed value of
the Building, based upon ▇▇▇▇▇▇▇▇'s tax bill for the Building. In the event tax
assessment is not detailed, sufficiently or, in the event either party shall
dispute the tax assessor's determination of full assessment value, then Landlord
and Tenant shall look to the following two alternatives in the order given to
determine assessed value: (i) notes and records of tax assessor and (ii) any
reasonable method upon which the parties may agree.
(D) Unless Tenant takes written exception to any item in the statement referred
to in subparagraph 3(B) (ii) within ninety (90) days after the furnishing of the
statement, such statement shall be considered as final and accepted by ▇▇▇▇▇▇.
Any amount due Landlord as shown on any such statement shall be paid by Tenant
within thirty (30) days after it is furnished to Tenant of any original letter
of credit delivered by Tenant to Landlopd with respect to this Lease, or the
expiration of any replace~6nt letter of credit, Tenant shall deliver to Landlord
either ~ an extension of such original or replacement letter of creditXrom the
issuing bank so long as such bank has a rating of A o~/~▇▇▇▇▇ by -▇▇▇▇▇ or any
successor thereto or iii) -a replaceme_ letter of credit issued by a commercial
bank having an of _e within New Jersey (which bank shall have a rating of A or
b~ter ~ ▇▇▇▇▇ or (B) -any successor thereto) containing the same ter~%as snch
-letter of credit, except that the face amount of such Jitter of credit shall be
in the amount set forth in subparagraph,~) below. In addition, if ▇▇▇▇▇ (or any
successor) lowers the p~ting of the issuing bank of the letter of credit~ then
held by ;4fldlord below A, then Tenant shall deliver to Landlord, within, thirty
(30) days after the lowering of the rating, a replace the letter of credit
issued by a commercial bank having an off)4~ within New Jersey (which bank shall
have a rating of A oy' better by ▇▇▇▇▇ or any successor thereto) containing the
sag~ terms and for the face amount then required under subparagraph (D) . In the
event Tenant fails to deliver said extension~ replacement letter of credit on or
before the date set forth _ove, Landlord shall have the right to draw down the
entire a~6unt of the letter of credit. To exercise such right, (i) Landlord
shall present the letter of credit to the issuing bank at the office in New
Jersey set forth on the letter of credit and,'(ii) Landlord shall deliver to the
issuing bank a statement Landlord stating that Landlord is entitled to draw down
~ letter of credit pursuant to the provisions of Landlord, Tenant shall obtain
either (i) a new letter o redit from the issuing bank containing the same terms
an r the same face amount as the letter of credit then hel Landlord which names
the new Landlord as the benefici or (ii) the written consent of the issuing bank
to the gnment of the then existing letter of credit from the exis Landlord to
the new landlord in form and substance reason satisfactory to the new landlord.
If ▇▇▇▇▇▇ obtains a new ter of credit, ▇▇▇▇▇▇▇▇ shall surrender the existing
letter credit to Tenant simultaneously with its receipt of the ne ▇▇▇▇▇ of
credit; the parties agree to coordinate such deli y and surrender so that it is
done on the effective date of
sole cost and expense of Tenant. Tenant will pay for any
repairs to the Building or the Property made necessary by any
negligence or willful acts or omissions of Tenant or its
assignees, subtenants, employees or their respective agents or
other persons permitted in the Building or on the Property by
Tenant, or any of them. Tenant will also maintain the Premises
in good order and repair, and, upon termination of this Lease,
▇▇▇▇ ▇▇▇▇▇ the Premises in -accordance with the provisions of
Paragraph 26 hereof.
PARAGRAPH 6 IMPROVEMENTS AND ALTERATIONS:
----------------------------
(A) Landlord shall construct improvements to
the Premises in preparation for Tenant's occupancy (the
"Initial Improvements") in accordance with those plans and
specifications attached hereto as Exhibit "B", which have been
reviewed and approved by Landlord and Tenant, as same may be
amended from time to time, as hereinafter provided (the
"Construction Documents")
(C) Landlord shall pay all costs in connection with constructing the Intitial
Improvements.
(C) Landlord covenants to complete
the Initial Improvements in a good and ▇▇▇▇▇▇▇ like
manner and shall use
reasonable speed and diligence in completing
the work, subject to Tenant Delays (as defined below) and
force majeure (as set forth in Paragraph 40)
(D)The Premises shall be conclusively deemedavailable for
▇▇▇▇▇▇'s occupancy on the date that the following conditions have been met:
(a) a certificate of occupancy (whether or not subject to conditions),
permitting occupancy of the Premises has been issued by the applicable
governmental authority; and
(b) the Initial Improvements have been substantially completed in accordance
with the Construction Documents (excluding any details of construction,
decoration or mechanical adjustment which do not materially interfere with
▇▇▇▇▇▇'s use of the Premises)
(E) If there occurs a Tenant Delay (as defined
below), the Commencement Date shall be the date which the
conditions set forth in subparagraph (D) would have otherwise
been satisfied but -for such Tenant Delay. The term "Tenant
Delay" shall mean any delay
in the completion of the Initial Improvements or in the satisfaction of any
conditions set forth in subparagraph (D) above which is due to any act or
omission of Tenant, its agents, employees or contractors, including, without
limitation any work performed by Tenant within the Premises prior to the
Commencement Date
of the Initial Improvements or any other work being performed
by Landlord in the Building, (b) that Tenant shall comply
promptly with all reasonable procedures and regulations
prescribed by Landlord from time to time for coordinating such
work and activities with any other activity or work in the
Premises or the Building, (c) that, prior to such access,
Tenant shall deliver to Landlord policies of insurance
required by Landlord,.- (d) that Tenant shall indemnify and
hold harmless Landlord from and against any and all claims
arising from any negligence, acts or omissions of Tenant or
its architects, engineers, contractors, decorators, servants,
agents or employees for any reason whatsoever arising out of
Tenant's access to or being in the Building or in connection
with any work to be performed for Tenant by anyone other than
Landlord, and (e) comply with all the provisions of the Lease,
other than its obligation to pay Base Annual Rent or
Additional Rent.
(I) Landlord shall have the right at any time
to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, (provided that
such changes do not unreasonably impair Tenant's access to the
Premises) elevators, stairs, toilets, or other public parts of
the Building or Property, and, upon giving Tenant reasonable
notice thereof, to change the name, number or designation by
which the Building or the Property is commonly known.
(J) If there is no default by Tenant under
this Lease, Tenant may, subject to subparagraph 6(K), upon
prior notice to Landlord and submission of plans and
specifications to Landlord, but without Landlord's prior
consent, make interior non--structural additions or
improvements to or alterations to the Premises having an
aggregate cost not to exceed $15,000.00 so long as the same do
not affect, alter, interfere with or disrupt any of the
electrical, mechanical, plumbing, heating, air-- conditioning,
ventilating or other systems of the Demised Premises and/or
the Building, nor affect the outside appearance or roof or any
structural element of the Building. Each such addition,
improvement or alteration (a) must not, individually or in the
aggregate, lessen the fair market renal value (as defined in
Paragraph 44) of the Premises and/or the Building, (b) shall
be completed expeditiously in a good and workmanlike manner,
and in compliance with all applicable legal and insurance
requirements and (c) shall be cothpleted free and clear of all
liens.
(K) Tenant shall not make any addition, improvement or
alteration of the Premises having an aggregate- cost in excess
of $15,000, or affecting, altering, interfering with or
disrupting any of the electrical, mechanical, plumbing or
other system of the Premises and/or the Building or affecting
the outside appearance or roof or any structural element of
the Premises and/or the Building ("Major Work") unless Tenant
submits to Landlord- detailed plans and specifications
therefor and Landlord approves such plans and specifications
in writing (which approval, shall be at Landlord's sole
discretion, except that, in the case of alterations that do
not affect any of the electrical, mechanical, plumbing or
other systefa of the Premises -and/or the Building or
affecting the outside appearance or roof o-r any structural
element of the Premises and/or the Building such consent shall
not be unreasonably withheld)
(L) All additions, improvements and
alterations of the Premises shall, upon installation, become
the property of Landlord and shall be deemed part of, and
shall be surrendered with, the Premises, unless, with respect
to improvements other than the Initial Improvements Landlord,
by notice given to Tenant at the time that it consents to such
improvements (or, if no such consent is required, within
thirty (30) days after receipt of plans therefor), elects to
relinquish Landlord's right thereto. If Landlord elects to
relinquish Landlord's right to any such addition, improvement
or alteration, Tenant shall remove said addition, improvement
or alteration, shall promptly repair any damage to the
Premises caused by said removal and shall restore the Premises
to the condition existing prior to the installation of said
addition, improvement or alteration; all such work shall be
done prior to the Expiration Date.
(M) Tenant may install or place or reinstall
or replace and remove from the Premises any trade equipment,
machinery and personal property belonging to Tenant, provided,
that (a) Tenant shall repair all damage caused by such removal
and (b) Tenant shall not install any equipment, machinery or
other items upon the roof or the exterior of the Building or
make any openings on or about the roof or the exterior of the
Building. Such trade equipment, machinery and personal
property shall not become the property of Landlord.
(N) Any work performed by ▇▇▇▇▇▇, whether
prior, on or subsequent to the Commencement Date, shall be in
harmony with any other work in the Building and shall not
result in work stoppages or picketing at the Building; and
Tenant, at its own expense, shall immediately take whatever
steps are necessary to avoid such work stoppage or picketing.
(0) Tenant shall comply with all of the obligations of Tenant set forth in
"Exhibit D" in performing any addition improvement or --------- alteration in
the Premises. in this paragraph hereinafter referred to as "lien" or "liens")
arising out of any work performed, materials furnished, or obligations incurred
by or for Tenant. In the event that Tenant shall not, within ten (10) days
following the imposition of any such lien, cause the same to be released of
record by payment or posting of a proper .bond, Landlord shall have, in addition
to all other remedies provided herein or by law, the right, but- not the
obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such
lien. All sums paid by ▇▇▇▇▇▇▇▇ and all expenses (including, without limitation,
reasonable attorneys' fees) incurred by it in connection therewith, shall create
automatically an obli9ation of Tenant to pay to Landlord an equivalent amount as
Additional Rent, which Additional Rent shall be payable by Tenant upon
Landlord's demand, with interest at the maximum rate per annum permitted by law,
until paid. To the extent permitted by law, Tenant shall require all Tenant's
contractors and materialmen to waive any and all rights they may have to file
any liens.
PARAGRAPH 8 USE OF THE PREMISES:
-------------------
(A) Tenant shall use the Premises only as set forth in Item 10 of the Basic
Lease Provisions and shall not use or permit the Premises to be used for any
other purpose without the prior written consent of Landlord. Tenant shall comply
with all laws, and shall not use or occupy the Premises in violation of law or
of the certificate of occupancy issued for the Building, and shall immediately
discontinue any use of the Premises which is declared by Landlord or any
governmental authority having jurisdiction to be a violation of law or of said
certificate of occupancy. Tenant shall comply with any direction of any
governmental authority having jurisdiction which shall, by reason of the nature
of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or
Landlord with respect to the Premises or with respect to the use or occupancy
thereof. Tenant shall not do or permit to be done anything which will invalidate
or increase the cost of any fire, extended coverage or any other insurance
policy covering the Building, the Property and/or property located therein and
shall comply with all rules, orders, regulations and requirements of the
appropriate fire rating bureau or any other organization performing a similar
function. Tenant shall upon demand reimburse Landlord for the full amount of any
additional premium charged for such policy, by reason of Tenant's failure to
comply with the provisions of this paragraph. Such reimbursement shall not be
Landlord's exclusive remedy. In addition, Tenant shall not use, or suffer or
permit the Premises or any part thereof to be used in a manner which would (i)
overload the electrical, mechanical or other systems of the Building, (ii)
exceed the floor load per square foot which the floor was designed to carry,
(iii) in any way impair or (B) interfere with the proper and economic heating
and air conditioning of the Building, and (iv) impair or exceed the design
criteria, the structural integrity, character or appearance of the Building or
any system or component thereof.
of the Initial Improvements or any other work being performed
by Landlord in the Building, (b) that Tenant shall comply
promptly with all reasonable procedures and regulations
prescribed by Landlord from time to time for coordinating such
work and activities with any other activity or work in the
Premises or the Building, (c) that, prior to such access,
Tenant shall deliver to Landlord policies of insurance
reqiiiired by Landlord, (d) that Tenant shall indemnify and
hold harmless Landlord from and against any and all claims
arising from any negligence, acts or omissions of Tenant or
its architects, engineers, contractors, decorators, servants,
agents or employees for any reason whatsoever arising out of
Tenant's access to or being in the Building or in connection
with any work to be performed for Tenant by anyone other than
Landlord, and (e) comply with all the provisions of the Lease,
other than its obligation to pay Base Annual Rent or
Additional Rent.
(I) Landlord shall have the right at any time
to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, (provided that
such changes do not unreasonably impair Tenant's access to the
Premises) elevators, stairs, toilets, or other public parts of
the Building or Property, and, upon giving Tenant reasonable
notice thereof, to change the name, number or designation by
which the Building or the Property is commonly known.
(J) If there is no default by Tenant under
this Lease, Tenant may, subject to subparagraph 6(K), upon
prior notice to Landlord and submission of plans and
specifications to Landlord, but without Landlord's prior
consent, make interior non--structural additions or
improvements to or alterations to the Premises having an
aggregate cost not to exceed $15,000.00 so long as the same do
not affect, alter, interfere with or disrupt any of the
electrical, mechanical, plumbing, heating, air-- conditioning,
ventilating or other systems of the Demised Premises and/or
the Building, nor affect the outside appearance or roof or any
structural element of the Building. Each such addition;
improvement or alteration (a) must not, individually or in the
aggregate, lessen the fair market renal value (as defined in
Paragraph 44) of the Premises and/or the Building, (b) shall
be completed expeditiously in a good and workmanlike manner,
and in compliance with all applicable legal and insurance
requirements and (c) shall be cothpleted free and clear of all
liens.
(K) Tenant shall not make any addition, improvement or
alteration of the Premises having an aggregate cost in excess
of $15,000, or affecting, altering, interfering with or
disrupting any of the electrical, mechanical, plumbing or
other system of the Premises and/or the Building or affecting
the outside appearance or roof or any structural element of
the Premises and/or the Building ("Major Work") unless Tenant
submits to Landlord detailed plans and specifications therefor
arid Landlord approves such plans and specifications in
writing (which approval, shall be at Landlord's sole
discretion, except that, in the case of alterations that do
not affect any of the electrical, mechanical, plumbing or
other systefa of the Premises and/or the Building or affecting
the outside appearance or roof or any structural element of
the Premises and/or the Building, such consent shall not be
unreasonably withheld) . -
(L) All additions, improvements and
alterations of the Premises shall, upon installation, become
the property of Landlord and shall be deemed part of, and
shall be surrendered with, the Premises, unless, with respect
to improvements other than the Initial Improvements Landlord,
by notice given to Tenant at the time that, it consents to
such improvements (or, if no such consent is required, within
thirty (30) days after receipt of plans therefor), elects to
relinquish Landlord's right thereto. If Landlord elects to
relinquish Landlord's right to any such addition, improvement
or alteration, Tenant shall remove said addition, improvement
or alteration, shall promptly repair any damage to the
Premises caused by said removal and shall restore the Premises
to the condition existing prior to the installation of said
addition, improvement or alteration; all such work shall be
done prior to the Expiration Date.
CM) Tenant may install or place or reinstall
or replace and remove from the Premises any trade equipment,
machinery and personal property belonging to Tenant, provided,
that (a) Tenant shall repair all damage caused by such removal
and (b) Tenant shall not install any equipment, machinery or
other items upon the roof or the exterior of the Building or
make any openings on or about the roof or the exterior of the
Building. Such trade equipment, machinery and personal
property shall not become the property of Landlord.
(N) Any work performed by ▇▇▇▇▇▇, whether
prior, on or subsequent to the Commencement Date, shall be in
harmony with any other work in the Building and shall not
result in work stoppages or picketing at the Building; and
Tenant, at its own expense, shall immediately take whatever
steps are necessary to avoid such work stoppage or picketing.
(0) Tenant shall comply with all of the
obligations of Tenant set forth in "Exhibit D" in performing
any addition, improvement or alteration in the Premises.
PARAGRAPH 7 LIENS: Tenant shall keep the Premises free from
any mechanics notices of intention, liens or encumbrances
(collectively in this paragraph hereinafter referred to as
"lien" or "liens") arising out of any work performed,
materials furnished, or obligations incurred by or for Tenant.
In the event that Tenant shall not, within ten (10) days
following the imposition of any such lien, cause the same to
be released of record by payment or posting of a proper bond,
Landlord shall have, in addition to all other remedies
provided herein or by law, the right, but' not the obligation,
to cause the same to be released by such means as it shall
deem proper, including payment of or defense against the claim
giving rise to such lien. All sums paid by ▇▇▇▇▇▇▇▇ and all
expenses (including, without limitation, reasonable attorneys'
fees) incurred by it in connection therewith, shall create
automatically an obli9ation of Tenant to pay to Landlord an
equivalent amount as Additional Rent, which Additional Rent
shall be payable by Tenant upon Landlord's demand, with
interest at the maximum rate per annum permitted by law, until
paid. To the extent permitted by law,, Tenant shall require
all Tenant's contractors and materialmen to waive any and all
rights they may have to file any liens.
PARAGRAPH 8 USE OF THE PREMISES:
-------------------
(A) Tenant shall use the Premises only as set forth in Item 10
of the Basic Lease Provisions and shall not use or permit the
Premises to be used for any other purpose without the prior
written consent of Landlord. Tenant shall Comply with all
laws, and shall not use or occupy the Premises in violation of
law or of the Certificate of occupancy issued for the
Building, and shall immediately discontinue any use of the
Premises which is declared by Landlord or any governmental
authority having jurisdiction to be a violation of law or of
said certificate of occupancy. Tenant shall comply with any
direction of any governmental authority having jurisdiction
which shall, by reason of the nature of Tenant's use or
occupancy of the Premises, impose any duty upon Tenant or
Landlord with respect to the Premises or with respect to the
use or occupancy thereof. Tenant shall not do or permit to be
done anything which will invalidate or increase the cost of
any fire, extended coverage or any other insurance policy
covering the Building, the Property and/or property located
therein and shall comply with all rules, orders, regulations
and requirements of the appropriate fire rating bureau or any
other organization performing a similar function. Tenant shall
upon demand reimburse Landlord for the full amount of any
additional premium charged for such policy, by reason of
Tenant's failure to comply with the provisions of this
paragraph. Such reimbursement shall not be Landlord's
exclusive remedy. In addition, Tenant shall not use, or suffer
or permit the Premises or any part thereof to be used in a
manner which would (i) overload the electrical, mechanical or
other systems of the Building, (ii) exceed the floor load per
square foot which the floor was designed to carry, (iii) in
any way impair or interfere with the proper and economic
heating and air conditioning of the Building, and (iv) impair
or exceed the design criteria, the structural integrity,
character or appearance of the Building or any system or
component thereof.
(B) With respect to ▇▇▇▇▇▇'s use and occupancy
of the Premises, Tenant shall not store, use, or'dispose of
any. hazardous materials, in, on, under or about the Premises
or the Property. Tenant shall, at ▇▇▇▇▇▇'s own expense, comply
with the Environmental Cleanup Responsibility Act, N.J.S.A.
l3:lk--6 et seq., and all other applicable federal, state, and
local laws, promulgated with respect to hazardous substances
and the regulations promulgated thereunder (the "Hazardous
Substances Laws") . Tenant shall, at Tenant's own expense,
make all submissions to, provide all information to, and
comply with all requirements of, the New Jersey Department of
Environmental Protection or its replacement and any similar
federal, state or local department, agency, bureau or division
which is charged with the enforcement of laws regulating
hazardous wastes (the "Hazardous Substances Agencies") and
promptly comply with Landlord's requirements in connection
therewith. Should any Hazardous Substance Agency 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 Building or land in or on which
the Premises is located which were caused by Tenant or its
officers, employees, agents, contractors or invitees, then
Tenant shall, at Tenant's own expense, prepare and execute a
Cleanup Plan which shall be approved by such Hazardous
Substance Agency and complete the cleanup. Tenant shall
defend, indemnify and hold harmless Landlord from and against
all claims, costs, and liabilities, including attorneys' fees,
arising out of or in connection with ▇▇▇▇▇▇'s breach of its
obligations under this Paragraph 8. Tenant's obligations under
this paragraph 8 shall survive the expiration or earlier
termination of this Lease.
PARAGRAPH 9 UTILITIES AND SERVICES:
----------------------
(`A) Provided that Tenant is not in default
hereunder, ▇▇▇▇▇▇▇▇ agrees to furnish or cause to be furnished
to the Premises the following utilities and services, subject
to the conditions and standards set forth below and elsewhere
herein:
(i) Landlord shall provide automatic elevator facilities from 8:00 a.m. to 6:00
p.m., Monday through Friday (legal holidays listed in Exhibit "E" "Legal
Holidays" excepted), and shall have at least one elevator available for use at
all other times.
From 8:00 a.m. to 6:00 p.m., Monday through Friday (Legal Holidays excepted),
Landlord shall, subject to interruptions beyond Landlord's control and subject
to subparagraph 3(E), furnish heat or air--conditioning subject to any
governmental `requirements change the electric provider to the Building at any
time. Landlord may, upon sixty (60) days notice to Tenant, discontinue
furnishing electricity to the Premises, but only if Landlord discontinues
furnishing such electricity, to substantially all `of the tenants in the
Building, whereupon Tenant shall have no further obligation to pay Tenant's
Electric Charge as set forth in Paragraph 3(E) above. If Landlord so
discontinues furnishing electricity to the Premises, Tenant shall arrange to
obtain same from the public utility serving the Building and for that purpose
utilize the then existing electrical systems, feeders, risers and wiring. All
meters and additional panel boards, feeders, risers and wiring and other
conductors and equipment which may be required for Tenant to obtain electrical
energy directly from public Utility, shall be installed by Landlord at Tenant's
expense.
(iv) Landlord shall, subject to interruptions beyond Landlord's control and
other provisions hereunder, furnish the Building with water for
air--conditioning, drinking and lavatory purposes only.
(v) Landlord shall provide janitorial services to the Building and Premises, in
accordance with Exhibit "F" provided that the Premises are kept in good order by
Tenant. Tenant shall pay to Landlord the cost of removal of any of Tenant's
refuse and rubbish to the extent that the same exceeds the refuse and rubbish
usually attendant upon the use of the Premises as offices.
(vi) Landlord shall replace, as necessary, the fluorescent tubes in the standard
lighting fixtures installed by Landlord. ▇▇▇▇▇▇ agrees to reimburse Landlord
upon demand for the reasonable and competitive cost of such fluorescent tubes
,and the labor and overhead for their installation.
(B) Landlord may impose a reasonable charge, which Tenant
hereby agrees to pay upon demand, for any utilities and
services provided by Landlord by reason of any use of the
Premises at any time other than the hours of 8:00 a.m. to 6:00
p.m. Monday through Friday (excluding Legal Holidays), or any
use beyond that which ▇▇▇▇▇▇▇▇ agrees to furnish as described
above, or special electrical, cooling and ventilating needs
created in certain areas by telephone equipment, computers and
other similar equipment or uses. To the extent Tenant"s
electrical `usage design e,xceeds the electrical current
design capacity of the Building, then Tenant will pay all
costs of providing additional required electrical service.
(C) ▇▇▇▇▇▇ agrees to cooperate fully at all
times with Landlord and to abide by all regulations and
requirements which Landlord may prescribe for the use of the
above utilities and services. Any failure to pay any costs as
described above shall constitute a breach of the obligation to
pay Rent under this Lease and shall entitle Landlord to the
rights herein granted for such breach.
(D) Landlord shall not be liable for, and
Tenant shall not be entitled to, any abatement or reduction of
Rent by reason of Landlord's failure to furnish any of the
foregoing services, nor shall any such failure, stoppage or
interruption of any such service be construed either as an
eviction of Tenant, or relieve Tenant from the obligation to
perform any covenant or agreement. However, in the event of
any failure, stoppage or interruption thereof, Landlord shall
use reasonable diligence to have service resumed promptly.
(E) Notwithstanding anything herein to the
contrary, Landlord reserves the right from time to time to
make reasonable modifications to the above provisions for
utilities and services; provided, such modifications do not
diminish the level or quality of service below that level or
quality which is consistent with a first class office
building.
PARAGRAPH 10 RULES AND REGULATIONS: ▇▇▇▇▇▇ agrees to abide by
all rules and `regulations of the Building and Property Rules
and Regulations") imposed by Landlord as set forth in Exhibit
"G" attached hereto, and as the same may be changed from time
to time upon reasonable notice to Tenant. Landlord shall not
enforce these Rules and Regulations arbitrarily among tenants.
Landlord shall not be liable for the failure of any tenant,
its agents or employees to conform to the Rules and
Regulations.
PARAGRAPH 11 TAXES ON TENANT'S PROPERTY:
-
--------------------------
(A) Tenant shall be liable for and shall pay not later than
ten (10) days before delinquency, all taxes, levies and
assessments levied against any personal property or trade
fixtures placed by Tenant in or about the Premises. If any
such taxes, levies and assessments on ▇▇▇▇▇▇'s personal
property or trade fixtures are levied against Landlord or
Landlord's property or if the assessed value of the Building
or the Property is increased by the inclusion therein of a
value placed upon such personal property or trade fixtures of
Tenant and if Landlord pays the taxes, levies and assessments
based upon such' increased -assessment, Tenant shall, within
five days after demand therefore, repay to Landlord the taxes,
levies and assessments so levied against Landlord, or the
proportion of such taxes, levies and assessments resul-ting
from such increase in the assessment, together with interest
thereon at the default rate determined in accordance with
paragraph 36 of this Lease.
(B) If the Tenant Improvements, whether
installed and/or paid for by Landlord or Tenant and whether or
not affixed to the real property so as to become a part
thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which tenant
improvements conforming to building standard (as determined by
Landlord) are assessed, then the real property taxes and
assessments levied against Landlord or the Property by reason
of such excess assessed valuation shall be deemed to be taxes
levied against personal property of Tenant and shall be
governed by the provisions of subparagraph 11(A). If the
records of the tax assessor are available and sufficiently
detailed to serve as a basis for determining whether said
Tenant Improvements are assessed at a higher valuation than
building standard, such records shall be binding on both
Landlord and Tenant; otherwise, the actual cost of construction
shall be the basis for such determination.
PARAGRAPH 12 INTENTIONALLY OMITTED.
PARAGRAPH 13 FIRE OR CASUALTY:
----------------
(A) In the event that the Property (regardless
of whether the Premises or access thereto is affected) is so
damaged or destroyed to the extent of more than one--third
(1/3) of its replacement- cost, or to any substantial extent by
a casuality not covered by ▇▇▇▇▇▇▇▇'s insurance or during the
last two years of this Lease, Landlord, upon giving thirty (30)
days notice to Tenant, may elect to terminate this Lease.
(B) In the event the Premises are completely
destroyed or so badly damagedthat, in Landlord's reasonable
opinion, repairs to the Premises cannot be completed within two
hundred seventy (270) days from the date of damage or
destruction, Landlord will so notify Tenant, in which event
this Lease may be terminated by either Landlord or Tenant by
giving thirty (30) days advance written notice, said notice to
be given within 15 days following receipt of Landlord's notice.
In the event Tenant shall fail to
terminate this Lease as provided in this subparagraph (B)
then, Tenant shall thereafter have no further right to so
terminate based upon the provisions of this subparagraph (B).
(C) If this Lease is not terminated as
provided in Subparagraph 13 (A) and 13 (B) , or if the damage
or destruction `is other than as provided in Subsection 13 (a)
and 13(b)., then Landlord shall commence within ninety (90)
days after such damage or destruction to rebuild, repair or
restore the Premises and access thereto to substantially the
same condition as when the-same were delivered to Tenant,
excluding any improvements owned by Tenant, and the Lease
shall continue in full force and effect.
(D) If this Lease is terminated as provided above, ▇▇▇▇▇▇'s
obligation to pay Rent hereunder shall cease as of the date of damage or
destruction if Premises are rendered untenantable. (E) Landlord shall in no
event be obligated to make any repairs or replacement of any fixtures,
furniture, equipment or other property (real or personal) owned by ▇▇▇▇▇▇. If
the lease is not terminated but the Premises are rendered totally untenantable,
Rent shall ▇▇▇▇▇ during the period of such untenantability. Tenant acknowledges
(1) that Landlord shall not obtain insurance of any kind on Tenant Improvements,
alterations, additions and improvements to the Premises owned by Tenant or on
Tenant's furniture, fixtures, equipment and other personal property, (ii) that
it is Tenant's obligation to obtain such insurance at Tenant's sole cost and
expense, and (iii) that Landlord shall not be obligated to repair any damage
thereto or replace the same. The provisions of this Paragraph 13 shall be
considered an express agreement governing any case of damage or destruction of
the Premises by fire or other casualty, and any law of the State of New Jersey,
providing for such a contingency in the absence of an express agreement, and any
other law of like import, now or hereafter in force, shall have no application
in such case.
PARAGRAPH 14 EMINENT DOMAIN: In case the whole
of the premises, or such part thereof as shall substantially
interfere with ▇▇▇▇▇▇'s use and occupancy thereof, shall be
taken by any lawful power or authority by exercise of the
power of eminent domain, this Lease shall terminate effective
as of the date possession is required to be surrendered to
said authority. In the event of any taking (in whole or part)
of the Property whether or not the Premises or access thereto
are affected thereby, which taking in Landlord's judgment will
render continued operation of the Property economically
unfeasible, Landlord shall have the right to terminate this
Lease. Except as provided herein, Tenant shall not, because of
any taking, assert any claim against Landlord or the taking
authority for any compensation because of such taking, and
Landlord shall be entitled to receive the entire amount of any
award without deduction for any estate or interest of Tenant.
In the event the amount of property or the type of estate
taken shall not substantially interfere with Tenant's use of
the Premises, and Landlord does not terminate this Lease,
Landlord shall proceed to restore the Premises (to the extent
permitted by the taking) to substantially their condition
prior to such partial taking, and a proportionate allowance
shall be made to Tenant (D) At any time within thirty (30)
days after ▇▇▇▇▇▇▇▇'s receipt of the information specified in
subparagraph (C) above, Landlord may by written notice to
Tenant, elect (I) to take from Tenant a sublease of the
Premises or the portion thereof proposed to be subleased by
▇▇▇▇▇▇, or to take an assignment of Tenant's leasehold estate
hereunder, or such part thereof as shall be specified in said
notice, upon the same terms as those offered to the proposed
subtenant or assignee, as the case may be; (ii) to give Tenant
written consent to the proposed assignment or sublease,
provided that the Rent payable monthly by the Tenant to the
Landlord under the terms of this Lease shall be increased by a
sum equal to all rental and other considerations received by
Tenant from its subtenant or assignee in excess of the Rent
payable by Tenant under the terms of this Lease, net of
Tenant's reasonable and customary costs incurred in connection
with procuring such assignment or sublease; (iii) to terminate
this Lease as to the portion (including all) of the Premises
proposed to be subleased or assigned, with a proportionate
abatement in the Rent payable hereunder; or (iv) to deny
consent, in writing, to ▇▇▇▇▇▇'s proposed sublet or
assignment.
(E) Landlord shall not unreasonably exercise
its rights under subparagraph (D) (iv) above, provided, all
the following conditions are present: (j) Tenant shall send
notice to Landlord, in writing, including all the information
specified in subparagraph (C) above; (ii) the subtenant or
assignee is of high quality, character and financial stability
consistent with the high standards of the Building as
determined by Landlord in Landlord's reasonable business
judgment; (iii) the proposed subtenant or assignee is not a
party then occupying space in the Building or party who has
negotiated with Landlord for comparable space in the Building
for a comparable term as the term hereof, within the six (6)
month period preceding the date of Tenant's notice pursuant to
this subparagraph (E); (iv) Tenant shall not have publicly
advertised the availability for assignment, sublease or
occupancy of all or any part of the Premises at a rental rate
lower than the rate at which Landlord is then offering to
lease similar space in the Building, (v) the proposed assignee
or subtenant is not a governmental agency or body, or school,
(vi) the assignee or subtenant does not engage in the business
of leasing or subleasing executive suites, and (vii) in the
case of a sublease, the space to be subleased is more than 50%
of the Premises. (F) If `Tenant is a corporation, an
unincorporated association or partnership, the transfer,
assignment or hypothecation of any stock or interest in such
corporation, association or partnership, in the aggregate in
excess of twenty--five (25%) percent, shall be deemed an
assignment within the meaning and provisions of this Paragraph
15, except that Tenant shall have the ri'ght to assign this
Lease or sublease the Premises, without Landlord's consent, to
any entity that is controlled by, under common control with,
or controls Tenant. As used herein, the term "control" shall
mean the power to direct the' affairs of such entity or the
power to vote a majority of the equity interests of such
entity.
(G) Tenant shall not be entitled to make, nor
shall Tenant make, any claim, and Tenant hereby waives any
claims, for money damages (nor shall Tenant claim any money
damages by way of set-off, counterclaim, or defense) based
upon any claim or assertion by Tenant that Landlord' has
unreasonably delayed its consent or approval to a proposed
assignment or subletting as provided for in this paragraph.
Tenant's sole remedy shall be an action or proceeding to
enforce any such provision, or for Specific performance,
injunction, or declaratory judgment.
PARAGRAPH 16 LANDLORD'S ACCESS TO PREMISES: Landlord reserves
and shall at any and all reasonable times and upon advance
notice to Tenant (except in the case of an emergency) have the
right to enter the Premises to inspect the same, to supply
janitor service and any other service to be provided by
Landlord to Tenant hereunder, to show said Premises to
prospective purchasers, mortgagees, or tenants, to alter or
repair the Premises or any portion of the Building or
Property, all without being deemed guilty of an eviction of
▇▇▇▇▇▇ and without abatement of Rent, and may for that purpose
erect scaffolding and other necessary structures where
reasonably required by the character of the work to be
performed, provided that Landlord shall take reasonable steps
to minimize interference with ▇▇▇▇▇▇'s business.
Notwithstanding anything to the contrary contained in the
immediately preceding sentence, Landlord `--shall not be
required to incur any additional expense, or employ after
hours labor to satisfy Landlord's obligations under this
Paragraph 16. Tenant hereby waives any claim for damages or
any injury or inconvenience to or interference with ▇▇▇▇▇▇'s
business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned thereby. For each of
the aforesaid purposes, Landlord shall at all times have and
retain a key with which to unlock all of the doors in, upon
and about the Premises, excluding Tenant's vaults and safes,
and Landlord shall have the right to use any and all means
which Landlord may deem proper tO open said doors in an
emergency in order to obtain entry to the Premises, and any
entry to the Premises obtained by Landlord by any of said
means shall not under any circumstances be construed or deemed
to be a forcible or unlawful entry into, or a detainer of the
Premises, or any eviction of Tenant from the Premises or any
portion thereof. No provision of this Lease shall be construed
as obligating Landlord to perform any repairs, alterations or
decoration except as otherwise expressly agreed to be
performed by Landlord.
PARAGRAPH 17 SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES:
------------------------------------------------
(A) This Lease is junior, subject, and
subordinate to all ground leases, mortgages, deeds of trust,
and other security instruments of any kind now covering the
Property or any portion thereof. Landlord reserves the right
to place liens or encumbrances on the Property or any part
thereof or interest therein superior in lien and effect to
this Lease. This Lease, at the option of Landlord, shall be
subject and subordinate to any and all such liens or
encumbrances now or hereafter imposed by Landlord without the
necessity of the execution and delivery of any further
instruments on the part of Tenant to effectuate such
subordination. Notwithstanding the foregoing, Tenant covenants
and agrees to execute and deliver upon request such further
instruments evidencing such subordination of this Lease as may
be requested by Landlord.
(B) Tenant shall at any time and from time to
time upon not less than ten (10) days prior notice by
Landlord, execute, acknowledge and deliver to Landlord a
statement in writing and in form and substance satisfactory to
Landlord certifying that this Lease 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), and the dates to which the Basic Annual
Rent, Additional Rent and other charges have been paid in
advance, if any, and stating whether or not to the best
knowledge of Tenant, Landlord is in default in the performance
of any covenant, agreement or condition contained in this
Lease and, if so, specifying each such default of which Tenant
may have knowledge and such other matters as may be reasonably
requested by Landlord or any lender or purchaser of the
Property. Any such statement delivered pursuant to this
Paragraph 17 may be relied upon by any prospective purchaser
of the fee of the Building or the Property or any mortgagee,
ground lessor or other encuxnbrancer thereof or any assignee
of any such person. Tenant shall also, at any time, and from
time to time, upon not less than ten (10) days prior notice by
Landlord execute and deliver to Landlord forms and documents
as may be necessary for compliance with any applicable law,
statute, ordinance, rule or regulation.
(C) ▇▇▇▇▇▇ agrees that in the event that any holder of any
ground or underlying lease, mortgage, deed of trust, or other
encumbrance encumbering any part of the Property succeeds to
Landlord's interest in the Premises, Tenant shall pay to such
holder,all rents subsequently payable under this Lease and
shall, upon request of any such person or party succeeding to
Landlord's interest, automatically become the Tenant of and
attorn to such successor in interest without change in the
terms or provisions of this Lease. Such successor in interest
shall not be bound by (i) any payment of Basic Monthly Rental
Installments for more t,han one month in advance,' or (ii) any
amendment modification of this Lease made without the written
consent of such successor in interest. Upon request by such
successor in interest and without cost to Landlord or such
successor in interest, ▇▇▇▇▇▇ shall execute, acknowledge, and
deliver an instrument or instruments confirming the attornment
PARAGRAPH 18 SALE BY LANDLORD: In the event of a sale or
conveyance by Landlord of the Property or any part thereof,
subject to the provisions of Paragraph 4 above, the same shall
operate to release Landlord from any and all liability under
this Lease accruing after the date of such conveyance of title.
PARAGRAPH 19 INDEMNIFICATION AND INSURANCE:
-----------------------------
(A) Tenant shall indemnify, hold Landlord
harmless from and defend Landlord against any and all claims,
losses, costs, damages, expenses or liabilities, including
without limitation reasonable attorneys' fees, for any injury
or damages to any person or property whatsoever, arising out
of or in connection with (I) any act, neglect, fault, or
omission of Tenant, its agents, servants, employees or
invitees, (ii) any act or occurrence within the Premises, or
(iii) any default by Tenant under the provisions of this
Lease. This indemnity shall not require any payment by
Landlord as a condition precedent to recovery. In addition, if
any person not a party to this Lease shall institute any other
type of action against Tenant in which Landlord shall be made
a party defendant, Tenant shall indemnify, hold Landlord
harmless from and defend Landlord from all liabilities and
costs by reason thereof. For the purposes of this subparagraph
19(A), the term "Landlord" shall also include as indemnitees,
as the case may be, Landlord's servants employees, officers,
agents, and/or contract managers.
(B)Tenant hereby agrees to maintain in full force and effect at all times during
the term of this Lease, at its own expense, for the protection of Tenant and
Landlord as their interests may appear, policies of insurance issued by a
responsible carrier or carriers acceptable to Landlord (with deductible amounts
acceptable to Landlord) which afford the following coverages: (ii) Comprehensive
General ---Not Less than $5,000,000
Liability Insurance combined single limit for Including Blanket bodily injury,
property Contractual Liability, Broad damage and fire damage Form Property
Damage, Personal Injury, Fire Damage
(iii) Automobile liability for ----Not less than $1,000 000, 000 owned,
non--owned, or hired combined single limit for vehicles operated on the bodily
injury and property Property damage
Landlord, and any other person or entity reasonably designated
by Landlord, shall be named as an additional insured on all
policies listed under (ii) and (iii)
(iv) All Risk Property Coverage in an
amount sufficient to cover the full
cost of replacement of all
improvements and betterments to the
Premises owned by ▇▇▇▇▇▇ and all of
Tenant's fixtures and other personal
property.
(C) Tenant shall deliver to Landlord at least thirty
(30) days prior to the time such insurance is first required
to be carried by Tenant, and thereafter at least thirty (30)
days prior to expiration of each such policy, certificates of
insurance evidencing the above coverage with limits not less
than those specified above. Such certificate, with the
exception of Worker's Compensation, shall expressly provide
that the interest of Landlord therein shall not be affected by
any breach by Tenant of any provision of any such policy.
Further, all certificates shall expressly provide that no less
than thirty (30) days prior written notice shall be given
Landlord in the event of material alterations to or
cancellation of the coverages evidenced by such certificates.
(D) Upon demand, Tenant shall provide
Landlord, at Tenant's expense, with such increased amount of
existing insurance, and such other insurance in such limits as
Landlord may reasonably require and such other hazard insurance
as the nature and condition of the Premises may require in the
judgment of Landlord, to afford Landlord adequate protection
for said risks.
(D) If on account of the failure of
Tenant to comply with the provisions
of this Paragraph 19, Landlord is
adjudged a co-insurer by its
insurance carrier, then any loss or
damage Landlord shall sustain by
reason thereof shall be borne by
▇▇▇▇▇▇ and shall be immediately paid
by Tenant upon receipt of a bill
therefor and evidence of such loss.
(F) Landlord makes no representation that the limits of liability specified to
be carried by Tenant under the terms of this Lease are adequate to protect
Tenant against ▇▇▇▇▇▇'s undertaking under this Paragraph 19. In the event Tenant
believes that any such insurance coverage called for under this Lease is
insufficient, Tenant shall provide, at its own expense, such additional
insurance as Tenant deems adequate.
PARAGRAPH 20 WAIVER OF SUBROGATION: Tenant and Landlord each agree that the
respective insurance carried by it against loss or damage by fire or other
casualty shall contain a clause whereby the insurer waives its right of
subrogation against the other party. Pursuant to the foregoing, Landlord and
Tenant hereby waive all claims for recovery from the other party for any loss or
damage to any of its property insured under valid and collectible insurance
policies to the extent of any recovery collectible under such insurance.
PARAGRAPH 2]. NO WAIVER: No failure by ▇▇▇▇▇▇▇▇ to insist upon the strict
performance of any covenant, agreement, term or condition of this Lease, or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial Rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. ▇▇▇▇▇▇▇▇'s waiver, if any, shall only be as expressly stated in
writing and signed by Landlord. No consent or waiver by Landlord to or of any
breach of any covenant, condition or duty of Tenant shall be construed as a'
consent or waiver to or of any other breach of the same ,or any other covenant,
condition or duty, unless expressly stated otherwise in writing and signed by
Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the Rent and additional charges payable hereunder shall be deemed to be other
than a payment on account of the earliest stipulated Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment for Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance o'f such Rent or pursue any other remedy provided herein or by law.
PARAGRAPH 22 DEFAULT:
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(A) The occurrence of any of the following shall constitute a material default
and breach of this Lease by Tenant:
(i) Any failure by Tenant to pay the Rent or to make any other payment required
to be
made by Tenant hereunder;
(ii) The abandonment of the Premises by ▇▇▇▇▇▇; (iii) Any failure by ▇▇▇▇▇▇ to
observe and perform any of its other obligations under this Lease, where such
failure continues for ten (10) days (except where a different period of time is
specified in this, Lease) after federal, state or other law for the relief of
debtors;
(vii) Tenant fails to obtain the dismissal, within thirty (30) days after the
commencement thereof of any ` bankruptcy, reorganization or insolvency
proQeeding, or other proceeding under any law for the relief of debtors,
instituted against it by one or more third parties, or fails caused directly or
indirectly by ▇▇▇▇▇▇'s failure to perform its obligations under this Lease
including, but not limited to, reasonable attorneys' fees and costs; plus
(iv) , ` at Landlord's election, such other amounts if any,
shall be held by Landlord and applied in payment of future
Rent as the same may become due and payable hereunder. Should
any such reletting result in the payment of rentals less than
the Rent payable by Tenant hereunder, then Tenant shall pay
such deficiency to Landlord immediately upon demand therefor
by Landlord. Tenant shall also pay Landlord as soon as
ascertained, any costs and expenses incurred-by Landlord in
such reletting or in making such alterations and repairs not
covered by the rentals received from such reletting.
(A) On the expiration or the sooner
termination hereof, Tenant shall peaceably surrender the
Premises broom clean, in good order, condition and repair. On
or before the last day of the Lease term or the sooner
termination herof, Tenant shall at its expense remove its trade
fixtures, signs and other personal property from the Premises.
Any property not removed shall be deemed abandoned and may
either be retained by Landlord as its property, or disposed of,
without accountability and at Tenant's expense, in such manner
as Landlord may determine. If the Premises are not surrendered
at the end of the Lease term or the sooner termination Tenant
shall indemnify Landlord against loss or liability resulting
from delay by ▇▇▇▇▇▇ in so surrendering the Premises,
including, without limitation, claims made by any succeeding
tenants founded on such delay. Tenant shall promptly surrender
all keys for the Premises and Building restrooms to Landlord at
the place then fixed for payments of Rent. Tenant's covenants
hereunder shall survive the expiration or termination of this
Lease.
(B) If Tenant holds over after the expiration
or sooner termination hereof without the express written
consent of Landlord, Tenant shall become a Tenant at sufferance
only at two times the greater of (i) the Rent due hereunder or
(ii) the then prevailing market rate rent, as determined by
Landlord in its sole and absolute discretion, plus all items of
Additional Rent provided herein, and otherwise upon the terms,
covenants and conditions herein specified, so far as
applicable. Acceptance by Landlord of Rent after such
expiration or earlier termination shall not constitute a
consent to a holdover hereunder or result in a renewal. The
foregoing provisions of this paragraph are in addition to and
do not affect Landlord's rights of reentry or any other rights
of Landlord hereunder or as otherwise provided by law.
PARAGRAPH 27 CONDITION OF PREMISES: ▇▇▇▇▇▇▇▇'s responsibility
with respect to the condition of the Premises is set forth in
Landlord's Work Letter. Tenant acknowledges that neither
▇▇▇▇▇▇▇▇ nor any agent of Landlord has made any representation
or warranty with respect to the Premises, the Building or the
Property or with respect to the suitability of any part of the
Property for the conduct of ▇▇▇▇▇▇'s business. The taking of
possession of the Premises by Tenant shall conclusively
establish that the Building and the Premises were at such time
in good order and repair.
PARAGRAPH 28 QUIET POSSESSION: Upon ▇▇▇▇▇▇'s paying the rent
reserved hereunder and observing and performing all of the
covenants, conditions and provisions on ▇▇▇▇▇▇'s part to be
observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject
to all of the provisions `of this Lease. This covenant shall
be binding upon any landlord hereunder only during its
respective ownership of the Premises.
PARAGRAPH 29 LIMITATION OF LANDLORD'S LIABILITY:
----------------------------------
(A) Landlord'and its employees' and-agents
shall not be liable for any damage to Tenant's property
entrusted to employees of Landlord or its agents, nor for any
loss or interruption of Tenant's possession, nor for loss of or
damage to any property by theft or otherwise, nor for any
injury or damage to property resulting from fire, explosion
falling plaster, steam, gas, electricity, water or rain which
may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street
or sub-surface or from any other place or resulting from
dampness or any other cause whatsoever in the Building or the
Property. Landlord and its employees and agents shall not be
liable for any property loss resulting from any latent defect
in the Premises or in the Building. Tenant shall give prompt
notice to Landlord in case of fire, accidents or defects in the
Premises or in the Building.
(B) Tenant shall look solely to Landlord's
estate and property in the Property (or the proceeds thereof)
for th,e satisfaction of ▇▇▇▇▇▇'s remedies for the collection
of a judgment (or other judicial process) requiring the payment
of money by Landlord in the event of any default by Landlord
hereunder, and no other property or assets of Landlord or
Landlord's partners or members shall be subject to levy,
execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to either this
Lease, the relationship of Landlord and Tenant hereunder, or
▇▇▇▇▇▇'s use and occupancy of the Premises.
PARAGRAPH 30 GOVERNING LAW: This Lease shall be governed by. and construed
pursuant to the law of the State of New
--------------
Jersey.
PARAGRAPH 31 COMMON FACILITIES: Tenant shall have the
non-exclusive right in common with others, to the use or
"common entrances, lobbies, elevators, stairs and other common
facilities in and adjacent to the Building or Property, as may
be provided by Landlord from time to time for general use,
subject to such rules and regulations as may be adopted by the
Landlord including, but not limited to, the right to close
from time to time all or any portion of said common facilities
to such extent as may be legally sufficient, in Landlord's
sole opinion, to prevent a dedication thereof or the accrual
of rights to any person or to the public, therein.
PARAGRAPH 32 SUCCESSORS AND ASSIGNS: Except as otherwise
provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon and shall inure
to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.
However, the obligations of Landlord under this Lease shall
not be binding upon Landlord. herein named with respect to any
period subsequent to the transfer of its interest in the
Property as owner or lessee thereof, and in the event of sudh
transfer said obligations shall thereafter be binding upon
each transferee of the interest of ▇▇▇▇▇▇▇▇ herein named as
such owner or lessee of the `Property, but only with respect
to the period commencing with its respective transfer in and
ending with a subsequent transfer out, and such transferee, by
accepting such interest, shall be deemed to have assumed such
obligations except only as may be expressly otherwise provided
in this Lease. Any lease of all or substantially all of
Landlord's interest in the Property as owner or lessee thereof
shall be deemed a transfer, to the tenant under such lease,
within the meaning of Paragraph 32.
PARAGRAPH 33 BROKERS:
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(A) ▇▇▇▇▇▇ represents and agrees that it has
not directly or indirectly dealt with any real estate
broker(s) other than the firm(s) specified in Item 9 of the
Basic Lease Provisions in connection with this transaction.
▇▇▇▇▇▇ agrees to defend, indemnify and hold Landlord harmless
from and against any claims for brokerage commission or
finder's fee arising out of or based on any alleged actions of
Tenant with' any other broker or brokers.
(C) Landlord represents and agrees that it has not directly or
indirectly dealt with any real estate broker(s) other than
the firm(s) specified in Item 9 of the Basic Lease
Provisions in connection with this transaction. ▇▇▇▇▇▇▇▇
agrees to defend, indemnify and hold Tenant harmless from
and against any claims for brokerage commission or
finder's fee arising out of or based on any alleged
actions of Landlord with any other broker or brokers.
▇▇▇▇▇▇▇▇ agrees to pay any commissions or fees payable to
the real estate broker specified in Item 9 of the Basic
Lease Provisions pursuant `to- the terms of a separate
(A) On the expiration or the sooner
termination hereof, Tenant shall peaceably surrender the
Premises broom clean, in good order, condition and repair. On
or before the last day of th.e Lease term or the sooner
termination hereof, Tenant shall at its expense remove its
trade fixtures, signs and other personal property from the
Premises. Any property not removed shall be deemed abandoned
and may either be retained by Landlord as its property, or
disposed of, without accountability and at Tenant's expense,
in such manner as Landlord may determine. If the Premises are
not surrendered at the end of the Lease term or the sooner
termination Tenant shall indemnify Landlord against loss or
liability resulting from delay by ▇▇▇▇▇▇ in so surrendering
the Premises, including, without limitation, claims made by
any succeeding tenants founded on such delay. Tenant shall
promptly surrender all keys for the Premises and Building
restrooms to Landlord at the place then fixed for payments of
Rent. Tenant's covenants hereunder shall survive the
expiration or termination of this Lease.
(B) If Tenant holds over after the expiration
or sooner termination hereof without the express written
consent of Landlord, Tenant shall become a Tenant at
sufferance only at two times the greater of (i) the Rent due
hereunder or (ii) the then prevailing market rate rent, as
determined by Landlord in its sole and absolute discretion,
plus all items of Additional Rent provided herein, and
otherwise upon the ternis, covenants and conditions herein
specified, so far as applicable. Acceptance by Landlord of
Rent after such expiration or earlier termination shall not
constitute a consent to a holdover hereunder or result in a
renewal. The foregoing provisions of this paragraph are in
addition to and do not affect Landlord's rights of reentry or
any other rights of Landlord hereunder or as otherwise
provided by law.
PARAGRAPH 27 CONDITION OF PREMISES: ▇▇▇▇▇▇▇▇'s responsibility
with respect to the condition of the Premises is set forth in
Landlord's Work Letter. Tenant acknowledges that neither
▇▇▇▇▇▇▇▇ nor any agent of Landlord has made any representation
or warranty with respect to the Premises, the Building or the
Property or with respect to the suitability of any part of the
Property for the conduct of ▇▇▇▇▇▇'s business. The taking of
possession of the Premises by Tenant shall conclusively
establish that the Building and the Premises were at such time
in good order and repair.
PARAGRAPH 28 QUIET POSSESSION Upon ▇▇▇▇▇▇'s paying the rent
reserved hereunder and observing and performing all of the
covenants, conditions and provisions on ▇▇▇▇▇▇'s part to be
observed and performed hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject
to all of the provisions of this Lease. This covenant shall be
binding upon any landlord hereunder only during its respective
ownership of the Premises.
PARAGRAPH 29 LIMITATION OF LANDLORD'S LIABILITY:
----------------------------------
(A) Landlordand its employees andagents shall
not be liable for any damage to Tenant's property entrusted to
employees of Landlord or its agents, nor for any loss or
interruption of Tenant's possession, nor for loss of or damage
to any property by theft or otherwise, nor for any injury or
damage to property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak
from any part of the Building or from the pipes, appliances or
plumbing works therein or from the roof, street or sub-surface
or from any other place or resulting from dampness or any
other cause whatsoever in the Building or the Property.
Landlord and its employees and agents shall not be liable for
any property loss resulting from any latent defect in the
Premises or in the Building. Tenant shall give prompt notice
to Landlord in case of fire, accidents or defects in the
Premises or in the Building.
(B) Tenant shall look solely to Landlord's
estate and property in the Property (or the proceeds thereof)
for the satisfaction of ▇▇▇▇▇▇'s remedies for the collection
of a judgment (or other judicial process) requiring the
payment of money by Landlord in the event of any default by
Landlord hereunder, and no other property or assets of
Landlord or Landlord's partners or members shall be subject to
levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to
either this Lease, the relationship of Landlord and Tenant
hereunder, or ▇▇▇▇▇▇'s use and occupancy of the Premises.
PARAGRAPH 30 GOVERNING LAW: This Lease shall be governed by and construed
pursuant to the law of the State of New Jersey.
-------------
PARAGRAPH 31 COMMON FACILITIES: Tenant shall have the
non-exclusive right in common with others, to the use or
common entrances, lobbies, elevators, stairs and other common
facilities in and adjacent to the Building or Property, as may
be provided by Landlord from time to time for general use,
subject to such rules and regulations as may be adopted by the
Landlord including, but not limited to, the right to close
from time to time all or any portion of said common facilities
to such extent as may be legally sufficient, in Landlord's
sole opinion, to prevent a dedication thereof or the accrual
of rights to any person or to the public therein.
PARAGRAPH 32 SUCCESSORS AND ASSIGNS: Except as otherwise
provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon and shall inure
to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.
However, the obligations of Landlord under this Lease shall
not be binding upon Landlord. herein named with respect to any
period subsequent to the transfer of its interest in the
Property as owner or lessee thereof, and in the event of sudh
transfer osaid obligations shall thereafter be binding upon
each transferee of the interest of Landlprd herein named as
such owner or lessee of the Property, but only with respect to
the period commencing with its respective transfer in and
ending with a subsequent transfer out, and such transferee, by
accepting such interest, shall be deemed to have assumed such
obligations except only as may be expressly otherwise provided
in this Lease. Any lease of all or substantially all of
Landlord's interest in the Property as owner or lessee thereof
shall be deemed a transfer, to the tenant under such lease,
within the meaning of Paragraph 32.
PARAGRAPH 33 BROKERS:
-------
(A) ▇▇▇▇▇▇ represents and agrees that it has
not directly or indirectly dealt with any real estate
broker(s) other than the firm(s) specified in Item 9 of the
Basic Lease Provisions in connection with this transaction.
▇▇▇▇▇▇ agrees to defend, indemnify and hold Landlord harmless
from and against any claims for brokerage commission or
finder's fee arising out of or based on any alleged actions of
Tenant with any other broker or brokers.
(B) Landlord represents and agrees that it has not directly or indirectly dealt
with any real estate broker(s) other than the firm(s) specified in Item 9 of the
Basic Lease Provisions in connection with this transaction. ▇▇▇▇▇▇▇▇ agrees to
defend, indemnify and hold Tenant harmless from and against any claims for
brokerage commission or finder's fee arising out of or based on any alleged
actions of Landlord with any other broker or brokers. ▇▇▇▇▇▇▇▇ agrees to pay any
commissions or fees payable to the real estate broker specified in Item 9 of the
Basic Lease Provisions pursuant to the terms of a separate agreement.
(C) If, after the date hereof, either Landlord or Tenant shall
employ, retain or consult with any real estate broker or brokers other than the
firms specified in Item 9 of the Basic Lease Provisions in connection with any
matters pertaining to this Lease, the Premises or the Property, the employing
party hereby agrees to pay the broker or brokers and the employing party hereby
agrees to defend, indemnify and to hold harmless the other party hereto from and
against any claims for brokerage commission or finder's fee arising out of or
based on any alleged actions of the employing party with respect to said broker
or brokers not specified in Item 9.
(A) Tenant shall not, without the written consent of Landlord, use the name of
the Building or the Property for any purpose other than as the address of the
business to be conducted by Tenant in the Premises, and in no event shall Tenant
acquire any rights in or to such names. Landlord reserves the right, to change
the name and/or address of the Building or Property at. any time and from time
to time, and agrees to give reasonable notice of same to ▇▇▇▇▇▇.
(B) It is understood and agreed that the architectural design,
aesthetic appeal and use of the Building and the Property are and shall remain
always in the sole control of Landlord. Therefore, notwithstanding anything to
the contrary contained herein, Landlord does hereby reserve the right from time
to time and at any timeto make changes and additions, without restriction, to
the Building and the Property, improvements or other areas, including without
limitation, eliminating land, adding other lands, decreasing or changing the
Building and the Property, which are deemed desirable by Landlord, and the
making of such changes or additions shall not invalidate or affect this Lease or
any rights hereunder nor constitute an eviction of Tenant or a breach of this
Lease, nor give rise to any claim for damages. Notwithstanding the foregoing
provisions, Landlord represents and confirms that no such changes will
unreasonably and substantially interfere with ▇▇▇▇▇▇'s use and occupancy of the
Premises or Tenant's access to the Building.
PARAGRAPH 35 EXAMINATION OF LEASE: Submission of this instrument for examination
or signature by Tenant does not constitute a reservation of or option for lease,
and it is not effective as a lease or otherwise until execution by and delivery
to both Landlord and Tenant.
PARAGRAPH 36 ADDITIONAL CHARGES: Unless prohibited by law, if any amount
due hereunder is not paid by ▇▇▇▇▇▇ when due, Landlord may impose a late
charge of four (4%) percent of the amount past due, and a charge for
reasonable legal fees and costs. In addition to the foregoing, any amount
due from Tenant to Landlord which is not paid within thirty (30) days after
due, in addition to other remedies available to Landlord shall, at
Landlord's Option, bear interest which shall be at the lesser of (i)
eighteen (18%) percent per annum or (ii) the maximum lawful rate per annum,
from the date such payment is due until the date actually paid, but the
payment of such interest shall not excuse or cure the default. PARAGRAPH 37
DEFINED TERMS AND ADDITIONAL HEADINGS: The words "Landlord" and "Tenant" as
used herein shall, as the case may be, include the plural as well as the
singular. If more than one person or entity is named as Tenant the
obligations of such persons or entities are joint and several. The marginal
headings and titles to the Paragraphs of this Lease are not a part of this
Lease and shall have no effect upon. the construction or interpretation of
any part hereof. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing
this Lease to be drafted.
because Landlord is unable to fulfill any of its obligations
under this Lease, if Landlord is prevented or delayed from so
doing by reason of any cause beyond Landlord's reasonable
control including, but not limited to, Acts of God, strikes,
labor troubles, shortage of materials, governmental preemption
in connection with a national emergency or by reason of any
rule, order or regulations of any governmental agency or by
reason of war, hostilities or similar emergency; provided that
Landlord shall in each instance exercise reasonable diligence
to effect performance as soon as possible. It is agreed that
Landlord shall not be required to incur any overtime or
additional expenses in Landlord's reasonable diligence to
effect the performance of any of Landlord's obligations
hereunder.
PARAGRAPH 41 NO LIGHT AIR OR VIEW EASEMENT: Any diminution or
shutting off of light, air or view by any structure which may
be erected on lands adjacent to the Building shall in no way
affect this Lease or impose any liability on Landlord.
PARAGRAPH 42 AUTHORITY AND SIGNATORIES: If Tenant executes
this Lease in other than individual capacity, each of the
persons executing this Lease on behalf of Tenant does hereby
personally covenant and warrant that Tenant is a duly
authorized and existing entity as herein represented, that
Tenant was and is qualified to do business in the State of New
Jersey, that the Tenant has full right and authority to enter
into this Lease, and that each person signing on behalf of the
Tenant is authorized to do so. Upon ▇▇▇▇▇▇▇▇'s request, the
Tenant's signatories hereto will furnish satisfactory evidence
of ▇▇▇▇▇▇'s authorization, and their personal authority on
behalf of Tenant, to execute this Lease.
PARAGRAPH 43 MISCELLANEOUS:
-------------
(A) If Landlord is unable to deliver
possession of the Premises to Tenant as of the Commencement
Date as a result of the existing tenant holding over or for
any other reason, such failure shall, not affect the validity
of this Lease and Landlord shall not be liable for any damages
which Tenant may incur as a result of the delay in -the
Commencement Date. In such event, the Commencement Date shall
occur on the date Landlord is able to deliver possession of
the Premises to Tenant.
(B) Landlord represents that the elevators, HVAC system and other building
systems are Year 2000 compliant.
(C) Tenant shall be entitled to 5 unassigned parking spaces in
the parking lot located at ▇▇▇▇▇▇▇▇ Highway, across from the
Building, provided, that (i) Tenant is not in default under
this Lease, and (ii) Tenant pays to the parking lot operator
Landlord's cost for such spaces, which is currently $55.00 per
car per month. Tenant recognizes that Landlord's agreement
with the parking lot operator is an annual agreement, and may
be . canceled pursuant to the terms thereof upon 120 days'
notice. The provisions of this section shall automatically be
terminated and of no further force and effect if such
agreement is canceled or terminated for any reason. Any
default by Tenant under such agreement shall be a default
under this Lease.
(D) ▇▇▇▇▇▇▇▇ agrees to install within the
Building, at Landlord's sole cost and expense, a satellite
dish serving the Premises, providing Direct TV or comparable
service. Tenant shall be responsible for contracting with the
satellite TV provider for the actual TV service, and shall pay
all charges in connection therewith. Landlord reserves the
right to replace the satellite TV provider with another
satellite TV or cable provider in connection with providing
such service to the Building generally.
IN WITNESS WHEREOF, the parties hereto have
executed this Lease, consisting of the foregoing and
Paragraphs 1 through 45 which follow, together with Exhibits
"A" through "H", inclusive, incorporated herein by this
reference as of the date first above written.
LANDLORD:
TREMONT CAPITAL CORP.
By:__
Name:
COMMENCEMENT DATE MEMORANDUM
THIS AGREEMENT made as of of _______ between
TREMONT CAPITAL CORP., a Texas corporation, having an office
c/o Fairfield Financial Group, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ("Landlord"), and REDSTONE SECURITIES,
INC., a ________________ corporation, having an office at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Tenant")
W I T N E S S E T H:
WHEREAS, Landlord and ▇▇▇▇▇▇ entered into a
Lease dated August ____, 1999 ("Lease") setting forth the
terms of occupancy by Tenant for the a portion of the Seventh
floor at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇; and
WHEREAS, the Lease is for an initial term of 5 years with the "Commencement
Date" of the term being defined in Basic Lease Provisions; and
WHEREAS, it has been determined in accordance with these
provisions that __________ , 1999 is the Commencement Date of the initial term
of the Lease.
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter set forth, it is agreed:
1. The Commencement Date of the initial term of the Lease is ___________--, 1999
and the Expiration
Date thereof is
, 2004.
2. This agreement is executed by the parties for purposes of providing a record
of the commencement and termination
RULES AND REGULATIONS
1. The sidewalks, and public portions, of the
Building, such as entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be
obstructed or encumbered by any tenant or used for any purpose
other than ingress and egress to and from the demised premises
("demised premises" in this Exhibit D shall mean the
"Premises" as set forth in the Lease)
2. No awniiigs or other projections shall be
attached to the outside walls of the Building. No curtains,
blinds, shades, louvered openings or screens shall be attached
to or hung in, or used in connection with, any window or door
of the demised premises, without the prior written consent of
Landlord, unless installed by Landlord.
3. No sign, advertisement, notice or other
lettering shall be exhibited, inscribed, painted or affixed by
any tenant on any part of the outside of the demised premises
or Building or on corridor walls. Signs on entrance door or
doors shall conform to building standard signs, samples of
which are available on request. Signs on doors shall, at the
tenant's expense, be inscribed, painted or affixed for each
tenant by sign makers approved by Landlord. In the event of
the violation of the foregoing by any tenant, Landlord may
remove same without any liability, and may charge the expense
incurred by such removal to the tenant or tenants violating
this rule. Landlord shall provide for Tenant's use, Tenant's
percentage share of the space within any building directory.
4. The sashes, sash doors, skylights, windows,
heating, ventilating and air conditioning vents and door that
reflect or adniit light and air into the halls, passageways or
other public places in the Building shall not be covered or
obstructed by any tenant, nor shall any bottles, parcels, or
other articles be placed outside of the demised premises.
5. No show cases or other articles shall be
put in front of or affixed to any part of the exterior of the
Building, nor placed in the public halls, corridors or
vestibules without the prior written consent of Landlord.
6. The water and wash closets and other
plumbing fixtures shall not be used for any purposes other
than those for which they were constructed, and no sweepings,
rubbish, rags, or other substances shall be thrown therein.
All damages resulting from any misuse of the fixtures shall be
borne by the tenant who, or whose servants, employees, agents,
visitors or licensees, shall have caused the same.
7. No tenant shall in any way deface any part
of the demised premises or the Building. No tenant shall lay
linoleum, or other similar floor covering,' so that the same
shall come in direct contact with the floor of the demised
Premises, and, if linoleum or other similar floor covering is
desired to be used, an interlining of builder's deadening felt
shall be first affixed to the-floor, by a paste or other
material, soluble in water, the use of cement or other similar
adhesive material being expressly prohibited.
8. No bicycles, vehicles or animals of any kind (except seeing eye dogs) shall
be brought into or kept in or about the Premises.
9. No cooking shall be done or permitted by Tenant in the
Premises except in conformity to law and then only in the cafeteria kitchen. No
tenant shall cause or permit any unusual or objectionable odors to be produced
upon or permeate from the Premises.
10. No space in the Building shall be used for manufacturing
or distribution or for the storage of merchandise, or for the sale at auction or
otherwise of merchandise, goods or property of any kind.
11. No tenant shall make, or permit to be made, any unseemly
or disturbing noises or disturb or interfere with occupants of the Building or
neighboring buildings or premises or those having business with them whether by
the use of any musical instrument, radio, or in any other way.
12. No tenant, nor any of the tenant's servants, employees,
agents, visitors or licensees, shall at any time bring or keep upon the premises
any inflammable, combustible or explosive fluid, or chemical substance, other
than reasonable amounts of cleaning fluids and solvents required in the normal
operation of tenant's business offices.
13. No additional locks or bolts of any kind shall be placed
upon any of the doors or windows by any tenant, nor shall
any changes be made in existing locks or the mechanism
thereof, without the prior written approval of the
Landlord and unless and until a duplicate key is delivered
to Landlord. Each tenant must,. upon the termination of
his tenancy, restore to the Landlord all keys of offices
and toilet rooms, either furnished to, or otherwise
procured by, such tenant, and in the event of the loss of
any keys, so furnished, such tenant shall pay to Landlord
the cost thereof.
14. All removals, or the carrying in or out of
any safes, freight, furniture or bulky matter of any
description must take place during the hours which Landlord or
its agent may determine from time to time. Landlord reserves
the right to inspect all freight to be brought into the
Building and to exclude from the Building `all freight which
violates any of these Rules and Regulations or the Lease of
which these Rules and Regulations are a part.
15. No tenant shall occupy or permit any portion of the premises demised to it
to be occupied as, by or for a public stenographer or typist, ▇▇▇▇▇▇ shop,
bootblacking, beauty shop or manicuring, beauty parlor, telephone or telegraph
agency, employment agency, public restaurant or bar, commercial document
reproduction or offset printing service, public vending machines, retail,
wholesale or discount shop for sale of merchandise, retail service shop, labor
union, school or classroom, governmental or quasi--governmental bureau,
department or agency, including an autonomous governmental corporation, a firm
the principal business of which is real estate brokerage, or a company engaged
in the business of renting office or desk space; or for a public finance
(personal loan) business, or for manufacturing. No tenant shall engage or pay
any employees on the demised premises, except those actually working for such
tenant on said premises, nor advertise for laborers giving an address at said
Premises. Nothing herein shall be interpreted to prevent Tenant from making up
at the Premises payroll and payroll checks for employees at other location.
16. Landlord shall have the right to prohibit any advertising
by any tenant mentioning the Building which, in Landlord's reasonable opinion,
tends to impair the reputation of the Building or its desirability as a building
for offices, and upon written notice from Landlord, tenant shall refrain from
and discontinue such advertising.
17. In order that the Building can and will maintain a. uniform
appearance from the outside, each Tenant in building perimeter areas shall (a)
use only building standard lighting, as defined in Work Letter, in areas where
lighting is visible from outside of the Building and (b) use only four inch (4")
horizontal blinds in window areas which are visible from the outside of the
Building.
18. Landlord reserves the right to exclude from the Building between the hours
of 6:00 p.m. and 8:00 a.m. and at all hours on non--business days all persons
who do not present a pass to the Building signed by a tenant. Each tenant shall
be responsible for all persons for whom such pass is issued and shall be liable
to Landlord for all acts of such persons.
19. The premises shall not be used for
lodging or sleeping or for any immoral or illegal purpose.
20. AL' Landlord's" option, tenants shall purchase from
Landlord or its designee all lighting tubes, lamps, bulbs and ballasts used in
the demised premises and tenants' shall pay Landlord's actual competitive and
reasonable costs including reasonable overhead and profit for providing and
installing same, on demand.
21. Canvassing, soliciting and peddling in the Building are prohibited and each
tenant shall cooperate to prevent the same.
22. There shall not be used in any space, or in the public
halls of any building, either by any tenant or by jobbers or others, in the
delivery or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards. No hand trucks shall be used in passenger
elevators.
23. Tenants, in order to obtain maximum effectiveness of the
cooling system, shall lower and/or close venetian or vertical blinds or drapes
when sun's rays fall directly on windows of demised Premises.
24. Replacement of ceiling tiles if removed by Tenant or its
contractors in both the demised premises and the public corridors, will be
charged to Tenant on a per tile basis. ▇▇▇▇▇▇▇▇'s charge will be actual
competitive costs plus reasonable overhea'd and profit.
25. All paneling, grounds or other wood products which are
incorporated in construction of fire rated assembly shall be of fire retardant
materials. Before installation of any such materials, certification of the
materials' fire retardant characteristics shall be submitted to Landlord, or its
agents, in a manner satisfactory to the Landlord.
26. Tenant shall not in any way obstruct or interfere with
the' rights of other tenants or occupants of the Building or the Property or
injure or annoy them, or use or allow the Premises to be used for any unlawful
or objectionable purpose, nor shall Tenant cause, maintain, or permit any
nuisance in, on, or about the Premises. Tenant shall not commit or suffer to be
committed any, waste in or upon the Premises.
27. It is understood and agreed that Tenant shall not place a load on any floor
of the premises exceeding the floor load
5
per square foot area which such floor was designed to carry
and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, vaults, and
other equipment which must be placed so as to distribute the
weight. Business machines and mechanical equipment shall be
placed and maintained by the Tenant, at ▇▇▇▇▇▇'s expense, in
settings sufficient in the Landlord's judgment to absorb and
preverit vibrations, noise and annoyance.
19. Whenever and to the extent that the above rules conflict with any of the
rights or obligations of Tenant pursuant to the provisions of the Paragraphs of
the Lease, the provisions of the Paragraphs shall govern
The Cleaning Services will be made to the entire Building as indicated including
office space, entrance lobby, public corridors, elevator cabs, staifways and.
lavatories
NIGHTLY SERVICES:
----------------
1. Dust, sweep floors.
2. Sweep all stairways.
3. Wipe drinking fountains.
4. Empty wastebaskets of normal general office
wastepaper.
5. Clean cigarette urns and ash trays.
6. Remove normal general office wastepaper and waste materials to a designated
area in the premises..
7. Vacuum carpeted areas and rugs.
8. Damp mop floors.
9. Clean elevator cab.
WEEKLY SERVICES:
---------------
1. Dust furniture, fixtures, desk equipment, telephones and window ▇▇▇▇▇.
2. Dust baseboards, chair rails, trim, doors, etc., within reach.
3. Clean entrance door glass.
B I-WEEKLY SERVICES:
- -----------------
1. Clear stairways, office and utility doors.
MONTHLY SERVICES:
----------------
1. Wash partitions, tile walls and enamel surfaces.
OCCASIONAL SERVICES:
-------------------
1. Dust pictures, frames, charts and similar wall hangings not reached in
nightly cleaning. 2. Dust exterior of lighting fixtures. 3. Dust venetian
blinds. 4. Dust vertical surfaces such as partitions, ventilating louvers, etc.,
not reached in nightly2. Wash and polish mirrors, powder shelves, bright work,
etc. 3. Clean and sanitize commodes, toilet seats, wash basins and urinals. 4.
Dust partitions, tile walls, dispensers, doors and receptacles. 5. Empty and
clean towel and sanitary disposal receptacles. 6. Remove wastepaper and refuse
to a designated area in the premises. 7. Fill toilet tissue, soap and towel
dispensers with supplies.
OCCASIONAL SERVICE - RESTROOM AREA:
----------------------------------
1. High dust walls and ceilings.
2. Dust exterior of lighting fixtures.
ENTRANCE LOBBIES & PUBLIC AREAS, AS REQUIRED:
--------------------------------------------
1. Sweep and wash flooring and vacuum carpeting.. 2. Clean cigarette urns. 3.
Dust and clean electric fixtures and any other' fittings in public corridors. 4.
Exterior windows and glass and interior glass doors and partition glass will be
washed inside and outside as required, but not more than three (3) times per
year.
OUTSIDE SERVICE, AS REQUIRED:
----------------------------
1. Sweep driveways and curbs.
2. Sweep and clean sidewalks.
3. Remove snow from driveways, sidewalks, steps and
parking areas.