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EXHIBIT 10.2
SUBLEASE AGREEMENT
1. PARTIES.
This Sublease Agreement ("Sublease"), dated August 25, 1997 is made
between ▇▇▇▇▇▇ Group, Inc. ("Sublessor") and ▇▇▇▇▇▇ Communications,
Inc. ("Sublessee").
2. STATEMENT OF FACTS AND MASTER LEASE.
▇▇▇▇▇▇ Group, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Associates, L.P. entered into a
Lease dated January 14, 1992 (the "Lease") covering 4,514 sq. ft. on
the second (2nd) floor, A-wing (the "Premises") in the building located
at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Township, ▇▇▇▇▇▇ County, New
Jersey (the "Building"); and on March 20, 1996, Century Plaza
Associates whose address is c/o Cali Realty Corporation, ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, succeeded to the interest of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Associates, L.P. (the "Lessor"). Said Lease is herein referred
to as the "Master Lease" and attached hereto as Exhibit "A."
3. PREMISES.
Sublessor hereby subleases to Sublessee under the same terms and
conditions set forth in the Master Lease except as specifically
provided by this Sublease, 4,514 rentable sq. ft. in its as-is
condition, known as Suite 202, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ("Premises").
4. WARRANTY BY SUBLESSOR.
Sublessor warrants and represents to Sublessee that the Master Lease
has not been amended or modified except as expressly set forth herein,
that Sublessor is not, and as of the commencement of the Term hereof
will not be, in default or breach of any of the provisions of the
Master Lease, and that Sublessor has no knowledge of any claim by
Lessor that Sublessor is in default or breach of any of the provisions
of the Master Lease. Sublessor further represents and warrants to
Sublessee as follows: the execution of this Sublease has been
authorized by all requisite corporate action, and this Sublease is the
valid and binding obligation of Sublessor, enforceable in accordance
with its terms.
5. TERM.
The Term of this Sublease shall commence on September 1, 1997
("Commencement Date"), or when Lessor consents to this Sublease (which
consent is required under the Master Lease), whichever shall last
occur, and end on March 31, 2002 ("Termination Date"), unless otherwise
sooner terminated in accordance with the provisions of this Sublease or
in accordance with the Master Lease. In the event the Term commences on
a date other than the Commencement Date, Sublessor and Sublessee shall
execute a memorandum setting forth the actual date of commencement of
the Term. Possession of the Premises ("Possession") shall be delivered
to Sublessee on the commencement of the Term. If for any reason
Sublessor does not deliver Possession to Sublessee on the commencement
of the Term, Sublessor shall not be subject to any liability for such
failure, the Termination Date shall not be extended by the delay, and
the validity of this Sublease shall not be impaired, but rent shall
▇▇▇▇▇ until delivery
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of Possession. Notwithstanding the foregoing, if Sublessor has not
delivered Possession to Sublessee within fifteen (15) days after the
Commencement Date, then at any time thereafter and before delivery of
Possession, Sublessee may give written notice to Sublessor of
Sublessee's intention to cancel this Sublease. Said notice shall set
forth an effective date for such cancellation which shall be five (5)
days after delivery of said notice to Sublessor. If Sublessor delivers
Possession to Sublessee on or before such effective date, this Sublease
shall remain in full force and effect.
If Sublessor fails to deliver Possession to Sublessee on or before such
effective date, this Sublease shall be cancelled, in which case all
consideration previously paid by the Sublessee to Sublessor on account
of this Sublease shall be returned to Sublessee, this Sublease shall
thereafter be of no further force or effect, and Sublessor shall have
no further liability to Sublessee on account of such delay or
cancellation.
If Sublessor permits Sublessee to take Possession prior to the
commencement of the Term, such early Possession shall not advance the
Termination Date and shall be subject to the provisions of the
Sublease, including, without limitation, the payment of rent.
6. RENT.
6.1 Minimum Rent. Sublessee shall pay to Sublessor the Minimum Rent of
$21.00 per sq. ft. per annum plus tenant electric and all other rents
due under Article 4.03, with the additional rent to be paid calculated
on a new 1997 operating cost base year and 1997 real estate tax base
year, without deduction, setoff, notice or demand at ▇▇▇▇▇▇ Group,
Inc., Suite 2500, ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ATTN:
▇▇▇▇ ▇▇▇▇▇▇▇ or at such other place as Sublessor shall designate from
time to time by notice to Sublessee, in advance on the first day of
each month of the Term. Sublessee shall pay to Sublessor upon execution
of this Sublease the sum of Eight Thousand Three Hundred Sixty Nine
dollars and seventy one cents ($8,369.71) as rent and electric service
for September, 1997, as outlined in Exhibit B (attached). If the Term
begins or ends on a day other than the first or last day of a month,
the rent for the partial month shall be prorated on a per diem basis.
7. Sublessor conveys to Sublessee all rights it has under the Master Lease
except that Sublessor shall be under no obligation to renew the Master
Lease after March 31, 2002.
8. SECURITY DEPOSIT.
Sublessee shall deposit with Sublessor upon execution of the Sublease
the sum of one month's base rent ($7,899.50) plus one month's tenant
electric service ($470.21) totaling $8,369.71 as security for
Sublessee's faithful performance of Sublessee's obligations hereunder
("Security Deposit"). If Sublessee fails to perform any of its other
obligations hereunder, Sublessor may use or apply all or any portion of
the Security Deposit for the payment of any rent or other amount then
due hereunder and unpaid, for the payment of any sum for which
Sublessor may become obligated by reason of Sublessee's default of
breach, or for any loss or damage sustained by
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Sublessor as a result of Sublessee's default or breach. If Sublessor so
uses any portion of the Security Deposit, Sublessee shall, within ten
(10) days after written demand by Sublessor, restore the Security
Deposit to the full amount originally deposited, and Sublessee's
failure to do so shall constitute a default under this Sublease.
Sublessor shall be required to keep the Security Deposit separate from
its general accounts, and shall have no obligation or liability for
payment of interest on the Security Deposit. In the event Sublessor
assigns its interest in this Sublease, Sublessor shall deliver to its
assignee so much of the Security Deposit as is then held by Sublessor.
Within thirty (30) days after the Term has expired, or Sublessee has
vacated the Premises, or final adjustment has been made, whichever
shall last occur, and provided Sublessee is not then in default of any
of its obligations hereunder, the Security Deposit, or so much thereof
as had not theretofore been applied by Sublessor, shall be returned to
Sublessee or to the last assignee, if any, of Sublessee's interest
hereunder.
9. USE OF PREMISES.
The premises shall be used and occupied only for that use as specified
in the Master Lease (general office uses) and no other purposes.
10. ASSIGNMENT AND SUBLETTING.
Sublessee shall not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublessor and
the prior written consent of Lessor. Notwithstanding anything in this
Sublease or the Master Lease to the contrary, Sublessee may, without
Sublessor's or Lessor's consent, assign or convey this Sublease (or
further sublet) to any corporation into or with which Sublessee may be
merged or consolidated or which acquires all or substantially all of
Sublessee's assets or to any corporation which is a parent, subsidiary
or affiliate or successor in interest of Sublessee. Said occupancy of
the Premises by any subsidiary or affiliated entity of Sublessee shall
not constitute an assignment or subletting provided that the Sublessee
provides written notice to Sublessor of Sublessee's intent to alter its
occupancy and that the proposed use of the Premises is not a prohibited
use nor one which violates any provisions of the Master Lease or the
rules and regulations attached thereto. It is further expressly
understood and agreed that throughout the term of this Sublease and
regardless of which subsidiary or affiliate of Sublessee occupies the
Premises, Sublessee will continue to be primarily liable to perform all
of the obligations imposed by this Sublease.
11. INDEMNIFICATION.
Sublessee shall not do or permit to be done any act or thing which will
constitute a breach or violation of any of the terms, covenants,
conditions or provisions of the Master Lease. Sublessee will defend,
indemnify and hold harmless Sublessor and/or Lessor from and against
all losses, costs, damages, expenses and liabilities, including but not
limited to reasonable attorneys' fees, which Sublessor and/or Lessor
may incur or pay out by reason of any injuries or death to persons or
damage to property occurring in, on or about the Premises during the
term of the Sublease or by reason of any breach or default hereunder on
Sublessee's part, or by reason of any work done in or to the Premises
during term of Sublease or any act or negligence on the part of
Sublessee, its agents, employees, guests, invitees and contractors.
Sublessee shall in no case have any rights in respect of the Premises
greater than Sublessor's rights under Master Lease, and Sublessor shall
have no liability to Sublessee for any matter whatsoever for which
Sublessor does not have at least coextensive rights as Lessee, against
the Landlord under the Master Lease. Notwithstanding the foregoing,
this section shall not reduce or minimize Sublessor's obligations under
the Master Lease. Sublessor will defend, indemnify and hold harmless
Sublessee from and against all losses, costs, damages, expenses and
liabilities, including but not limited to reasonable attorneys' fees,
which Sublessee may incur or pay out by reason of any inquiries or
death to persons or damage to property occurring in, on or about the
Premises prior to the term of this Sublease, or by reason of any breach
or default hereunder on Sublessor's part.
12. LIABILITY INSURANCE.
Sublessee covenants to provide in the form of an insurance certificate
on or before the Commencement Date and to keep in force during the Term
hereof a comprehensive general liability policy, including personal
injury, property damage (including broad form
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property damage, explosion, and collapse) and loss of use of property
of others, applicable to the Premises, with a combined single limit per
person and per accident of not less than One Million Dollars
($1,000,000.00). Such policy which shall name Sublessor and Landlord as
additional insureds, is to be written by insurance companies licensed
to do business in the State of New Jersey. Prior to the time such
insurance is first required to be carried by Sublessee, and thereafter,
at least fifteen (15) days prior to the expiration of any such policy,
Sublessee agrees to deliver to Sublessor either a duplicate original of
the aforesaid policy or a certificate containing an endorsement that
such insurance may not be cancelled or materially changed except upon
ten (10) days' notice to Sublessor, together with evidence of payment
of the premium. Sublessee's failure to provide and keep in force the
aforementioned insurance shall be regarded as a material default
hereunder entitling Sublessor to exercise any or all of the remedies as
provided in the Sublease in the event of Sublessee's default.
Notwithstanding anything to the contrary contained in this Sublease,
the carrying of insurance by Sublessee in compliance with this
paragraph shall not modify, reduce, limit or impair Sublessee's
obligations and liability under paragraph 11 hereof.
Provisions of this section should not reduce or limit Sublessor's
insurance obligations under the Master Lease.
13. OTHER PROVISIONS OF SUBLEASE.
All applicable terms and conditions of the Master Lease other than
those obligations related to Minimum Rent, Additional Rent, Security
Deposit and Sublessee's assignment rights contained in this Sublease
are incorporated into and made a part of this Sublease as if Sublessor
were the Lessor thereunder and Sublessee were the Lessee thereunder,
and the Premises were the Master Premises, and except to the extent
that the terms of this Sublease and the Master Lease (other than those
obligations related to Minimum Rent, Additional Rent, Security Deposit
and Sublessee's assignment rights contained in this Sublease) are
inconsistent, the Master Lease shall control.
Sublessee assumes and agrees to perform the obligations of the Tenant
under the Master Lease during the Term to the extent that such
obligations are applicable to the Premises. Sublessee and Sublessor
shall not commit or suffer any act or omission
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that will violate any of the provisions of the Master Lease. Sublessor
shall exercise due diligence in attempting to cause Lessor to Perform
its obligations under the Master Lease for the benefit of Sublessee.
Sublessor shall provide to Sublessee copies of all notices it receives
from the Lessor, within three (3) business days of receipt. If Lessor
issues a notice of default, Sublessee shall be entitled to cure such
default, and shall be entitled to reimbursement for costs and expenses
incurred in curing the default, to the extent the default was caused by
Sublessor. In the event Sublessor is in default under the Master Lease
or this Sublease and such default is not timely cured, then in such
event Sublessee shall have the right to immediately terminate this
Sublease by written notice to such effect. Sublessor covenants that it
shall immediately send to Sublessee, any notices of default under the
Master Lease received by Sublessor. If the Master Lease terminates,
this Sublease shall terminate and the parties shall be relieved of any
further liability or obligation under this Sublease, provided however,
that if the Master Lease terminates as a result of a default or breach
by Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the nondefaulting party
for all damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of the partial or
total damage, destruction, or condemnation of the Master Premises of
the building or project of which the Master Premises are a part, the
exercise of such right by Sublessee shall not constitute a default or
breach hereunder.
Sublessor agrees to maintain the Master Lease in full force and effect
during the term of this Sublease and not to make any changes to the
Master Lease which materially affect the Premises without Sublessee's
prior written consent. Sublessor further covenants and agrees to comply
with the terms of the Master Lease (except to the extent inapplicable
because of Sublessee's occupancy of the Premises or as expressly
limited or made inapplicable by this Sublease). Sublessor agrees to
respond to all reasonable written requests by Sublessee in the event
that Lessor shall fail to fulfill its obligations under the Master
Lease, provided that such requests by Sublessee are reasonably within
the ability of Sublessor to fulfill. In such event Sublessor shall, on
behalf of Sublessee, but at Sublessee's sole cost and expense,
undertake all actions available to Sublessor, as the tenant under the
Master Lease, to have Lessor comply with Lessor's obligations
thereunder.
14. ATTORNEY'S FEES.
If Sublessor or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
15. REAL ESTATE BROKERAGE.
Sublessor shall be responsible for all related real estate brokerage
commissions and fees related to this Sublease. Sublessee represents and
warrants to Sublessor that no other brokers other than ▇▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, Inc. and The Staubach Company are the brokers with whom
Sublessee has negotiated in bringing about this Sublease and Sublessee
agrees to indemnify and hold Sublessor and its mortgagee(s) harmless
from any and all claims of other brokers and expenses in connection
therewith arising out of or in connection with the negotiation of or
the entering into
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this Sublease by Sublessor and Sublessee. In no event shall Sublessor's
mortgagee(s) and/or Lessor have any obligation to any broker involved
in this transaction.
16. QUIET POSSESSION.
Sublessor covenants that upon Sublessee's compliance with the terms and
conditions of this Sublease, Sublessee shall and may peacefully and
quietly hold and enjoy the Premises for the term provided herein.
17. TRANSFER OF RECEPTION DESK AND OTHER PROPERTY.
Sublessor hereby agrees to assign, transfer and convey to Sublessee, as
of the Commencement Date, all of Sublessor's right, title and interest
in and to the reception desk and all appliances in the Premises,
together with the card access system and the existing phone system, to
the Sublessee. Concurrently with the Sublessor's execution and delivery
of this Sublease, Sublessor shall execute and deliver a ▇▇▇▇ of sale in
form acceptable to Sublessee, conveying all of Sublessor's right, title
and interest in the aforementioned property. Sublessor represents and
warrants that it has good title for the foregoing property, free and
clear of all claims, liens, leases and other encumbrances. It is
understood that the transfer of the phone system will be for a sum of
$5,000.00 which said payment will be made with the security deposit and
first month's rent.
18. The laws of the State of New Jersey shall govern the validity,
performance and enforcement of this Sublease.
19. NOTICE.
Any notice given pursuant to this Sublease shall be in writing and
shall be given by personal service or by United States certified mail,
return receipt requested, postage prepaid to the addresses appearing
below, or as changed through written notice to the other party. Notice
given by personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed affective
on the third day following its placement in the mail addressed as
follows:
Sublessor: ▇▇▇▇▇▇ Group, Inc.
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: President
Sublessee: ▇▇▇▇▇▇ Communications, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTN: Chief Executive Officer
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20. ENTIRE AGREEMENT.
This Sublease, including all exhibits/attachments hereto, constitutes the
entire agreement between the parties and supersedes any prior written or
oral representations, understandings, discussions or agreements between the
parties with respect to the subject matter of this Agreement. All amendment
to this Sublease must be in an instrument in writing signed by an authorized
officer of each of Sublessor and Sublessee.
Date: 8/25/97 Date: 8/15/97
Sublessor: ▇▇▇▇▇▇ Group, Inc. Sublessee: ▇▇▇▇▇▇ Communications, Inc.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President Title: EVP HR/Operations
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EXHIBIT "B"
September 1997 Invoice
9/1/97 September 1997 Rent $7,899.50
9/1/97 Electric 470.21
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TOTAL DUE $8,369.71
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▇▇▇▇ OF SALE
In consideration of the delivery by ▇▇▇▇▇▇ Communications, Inc. ("Buyer") to
▇▇▇▇▇▇ Group, Inc. ("Seller") of a check in the amount of Five Thousand Dollars
($5,000.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller does hereby GRANT, SELL,
ASSIGN AND CONVEY to Buyer, all of Seller's right, title and interest in and to
all of the following items of property:
1. Certain assets of Seller reflected in the listing attached as Exhibit A.
IN WITNESS WHEREOF, Seller has executed this ▇▇▇▇ of Sale this 25th day
of August, 1997.
▇▇▇▇▇▇ GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
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EXHIBIT A
---------PROPERTY LISTING
Certain personal property located at Suite 202, 103 Carnegie Center, in
Princeton, New Jersey:
- reception desk
- miscellaneous appliances
- card access security system
- phone system, including PBX, associated wiring and telephones (having
the following ▇▇▇▇▇▇ Group asset numbers: 100338, 100340, 100345,
100679, 100738)
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CONSENT TO SUBLEASE
The undersigned, CENTURY PLAZA ASSOCIATES, as successor-in-interest to ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Associates, L.P., ("Landlord") owner and landlord of approximately
4,514 square feet ("Premises") leased by ▇▇▇▇▇▇ GROUP, INC. ("Tenant" or
"Sublandlord"), and located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Building") under a certain lease entered into between Landlord and Tenant
dated January 14, 1992 (the "Lease") hereby consents to the sublease of said
Premises to ▇▇▇▇▇▇ COMMUNICATIONS, INC. ("Subtenant") for use and occupancy of
the Premises only for the same use as permitted under the Lease and for no other
purpose or use whatsoever, without the written consent of the Landlord, under
penalty of termination of the Lease, at the option of the Landlord; in
consideration for the assumption of all tenant obligations thereunder by
Subtenant and in further consideration of the continuing obligation of Tenant
under the Lease. Neither this consent nor the collection of rent from said
Subtenant shall be deemed a waiver or relinquishment in the future for any
rights the Landlord may have under said Lease concerning any other or further
assignment or subletting, nor shall the acceptance of said Subtenant be
construed as releasing Tenant from the full performance of the provisions and
obligations under the Lease or any defaults of the Tenant under the Lease.
Landlord's consent herein shall not, in any way, be construed as a consent or
endorsement of any sublease provisions.
Tenant and Subtenant represent, warrant and agree to indemnify and hold
Landlord, all affiliated company and its mortgagee(s) harmless from any and all
claims of my brokers and expenses in connection therewith arising out of or in
connection with the negotiation of or the entering into the Sublease by Tenant
and Subtenant.
Tenant represents, warrants and covenants that Landlord is not in default of the
Lease.
This consent shall be still and void unless the SUBLEASE AGREEMENT annexed
hereto and this CONSENT TO SUBLEASE is signed by the Tenant, as Sublandlord, and
the Subtenant, and delivery of original documents to this Landlord.
CENTURY PLAZA ASSOCIATES,
LANDLORD
BY: Cali Sub IV, Inc., Managing General Partner
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - Leasing
▇▇▇▇▇▇ GROUP, INC.,
SUBLANDLORD and TENANT
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
ITS: Vice President
▇▇▇▇▇▇ COMMUNICATIONS, INC.
SUBTENANT
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ITS: EVP HR/Operation
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LEASE
-----
THIS LEASE, dated this 14th day of January, 1992, by and between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Associates, a New Jersey limited partnership, having an office at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as
"Landlord", and ▇▇▇▇▇▇ Group, Inc., a Delaware corporation, having an office at
Suite 2500, ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to
as "Tenant".
WITNESSETH
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ARTICLE 1 - DEMISE:1.01 - That in consideration of the rents and covenants
herein set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from
Landlord, premises containing approximately 4,514 sq. ft. (hereinafter called
"Premises"), as shown outlined in red on Exhibit "A-1", a copy of which is
attached hereto, located on the 2nd floor, A-Wing, in the office building
located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, in the Township of
West Windsor, County of ▇▇▇▇▇▇, State of New Jersey (hereinafter called
"Building") which is situated on that certain parcel of land (said parcel of
land together with the Premises, Building and all other improvements located
thereon, including the Common Area, are hereinafter referred to as the "Parcel")
more particularly described in Exhibit "A-2" attached hereto. The gross rentable
area of the Building is approximately 95,155 square feet and the Premises
constitutes approximately 4.74% (hereinafter called "Tenant's Percentage") of
said gross rentable area. This Lease shall be for the term, upon the rentals and
subject to the terms and conditions set forth in this Lease and the Exhibits
attached hereto.
ARTICLE 2 - TERM
2.01 - The term of this Lease shall commence on (hereinafter called
"Commencement Date"), the earliest to occur of (i) March 15, 1992, provided the
entire Premises are "ready for occupancy" (as that term is defined in Article 3
- Improvements), (ii) fifteen (15) days after the mailing of notice by Landlord
to Tenant that the Premises are "ready for occupancy", or (iii) actual
possession (as hereinafter defined in Section 3.05) of the Premises by Tenant.
The term shall be for a period of ten (10) years plus the part of a month, if
any, from the Commencement Date to the last day of the month in which the
Commencement Date occurs. If the entire Premises are not "ready for occupancy"
by eighteen (18) months from the date of execution of this Lease and Tenant
shall not have taken actual possession of any part thereof, Tenant shall have
the right to cancel this Lease by written notice to Landlord.
2.02 - As soon as the Commencement Date hereof has been determined, a memorandum
will be signed by the Landlord and Tenant setting forth actual commencement and
expiration dates of the term of this Lease and certifying that the Premises are
ready for occupancy and Tenant has accepted the Premises, and that this
memorandum will be in the form of Exhibit "B", attached hereto and made a part
hereof.
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2.03 - Anything to the contrary notwithstanding Tenant shall have the right to
occupy a portion of the premises prior to the finishing of the entire space, at
a pro-rated rental, subject to the provisions of Section 3.05 hereof.
ARTICLE 3 - IMPROVEMENTS
3.01 - The parties have initialled Outline Specifications, Building Standard
Workletter and Standard Allowance for Credits and Extras identified collectively
as Exhibit "C", a copy of which is attached hereto, describing improvements to
be provided and installed by Landlord at its expense, and Landlord agrees to
perform the work and make the installations in the Premises which are set forth
in Exhibit "C". The premises will be considered as "ready for occupancy" on the
date on which Landlord shall have substantially completed all work to be
performed by Landlord pursuant to Exhibit "C", and upon the receipt of
Certificate of Occupancy.
3.02 - Within twenty (20) days of the execution of this Lease, Tenant shall
submit to Landlord a plan for the Premises (hereinafter referred to as "Tenant's
Plan") containing all designations and selections required to be made by Tenant
in connection with Landlord's installations pursuant to Exhibit "C".
3.03 - Landlord shall prepare the Premises for Tenant in accordance with
Tenant's Plan and the provisions of this Article 3, and Landlord's general
contractor shall schedule the performance of said work in such a manner as it
considers proper for the rapid completion thereof. Tenant may, at its own
expense, select and employ its own contractors for finishing work, such as
carpeting, cabinet work, millwork, draperies, installation of special equipment
or decorations (hereinafter called "Tenant's Work"), provided (i) Tenant advises
Landlord in writing of its intention to do so prior to commencement of any such
work, and (ii) the contractors and sub-contractors employed by Tenant shall have
been previously approved by Landlord, and it is hereby agreed and understood
that Tenant shall not employ any contractor while, in Landlord's reasonable
opinion, may prejudice Landlord's negotiations or relationship with Landlord's
contractors or sub-contractors or as may disturb harmonious labor relations. In
no event shall any contractors and subcontractors performing Tenant's Work file
any mechanics lien against the Building and /or Parcel of Landlord, and Tenant
hereby protects, defends, indemnifies and saves Landlord harmless of and from
any damages, costs or expenses incurred by Landlord in connection with such
mechanics liens.
Tenant and its contractor shall be responsible for transportation,
safekeeping and storage of materials and equipment used in the performance of
Tenant's Work and for the removal of waste and debris resulting from the
performance of Tenant's Work and Landlord shall not be responsible for, but will
cooperative with Tenant, in the coordination of work of Landlord's contractors
with the work of Tenant's contractors. Without specific charge being made
therefore, Landlord shall allow Tenant and its contractors during normal working
hours to use utilities, to the extent available, as may be reasonably required
in the Premises for the performance of Tenant's Work. Prior to commencement of
Tenant's Work, Tenant shall obtain and maintain, at its expense, Worker's
Compensation and Bodily Injury and Property Damage Public Liability Insurance
and so called "Builder's Risk" insurance (all such insurance shall conform to
the requirements of Article 11 hereof) and shall submit Certificates as evidence
thereof to Landlord.
3.04 - Landlord shall afford Tenant access to the Premises, at reasonable times
prior to the Commencement Date and at Tenant's sole risk and expense, for the
purposes of making preparations for and performing or inspecting the performance
of Tenant's Work. Access for such purposes shall not be deemed to constitute
possession or occupancy. Tenant will not store building materials, equipment, or
machinery outside the Premises except with prior written consent of the
Landlord, and if such consent is given, such storage is to be done in a manner
so as to cause as little inconvenience to the Landlord, other tenants, their
employees, invitees and visitors, and as little interference with their business
pursuits as is reasonable possible.
3.05 - If the whole of the Premises shall not be ready for occupancy at
approximately the same time, Tenant may, with the written consent of Landlord,
take possession of any part or parts of the Premises before the Commencement
Date, provided that a Certificate of Occupancy shall have been obtained for the
part or parts of the Premises in respect of which Tenant desires to take
possession. Tenant shall be deemed to have taken possession of a part of the
Premises (herein called "actual possession") when any personnel of Tenant or
anyone claiming under or through Tenant shall first occupy such part for the
conduct of business. Tenant's actual possession of any part or parts of the
Premises prior to the
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Commencement Date shall be subject to all of the obligations of this Lease,
including the payment of rent, except that Landlord shall reasonably apportion
the rent to the rentable area of each such part, pro-rated from the date of
taking actual possession, which shall be payable at the end of each calendar
month preceding the Commencement Date.
3.06 - Landlord will provide a building standard workletter to have a dollar
value not to exceed $50,000.00.
ARTICLE 4 - RENT
4.01 - Landlord reserves and Tenant covenants to pay to Landlord without demand,
setoff or abatement at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other place as may hereafter be designated in writing by Landlord, on the
days and in the manner herein prescribed for the payment thereof guaranteed
minimum rent and additional rent for the Premises as set forth in this Article 4
and Article 6.
4.02 - Tenant covenants to pay a fixed guaranteed minimum annual rent
(hereinafter called "Minimum Rent") of $97,051.00 per annum for years 1 through
5 of the Lease, payable in equal monthly installments of $8,087.58 and
$108,336.00 per annum for years 6 through 10 of the Lease, payable in equal
monthly installments of $9,028.00, in advance on the first day of the month
throughout the term of this Lease, commencing on the Commencement Date. Minimum
Rent for a period of less than one calendar month shall be pro-rated.
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4.03 - In addition to the Minimum Rent stipulated herein, Tenant covenants and
agrees to pay to Landlord as additional rent (hereinafter called "Additional
Rent") all other sums and charges which are, pursuant to the terms of this
Lease, to be paid by the Tenant. Except as otherwise specifically provided in
this Lease, Additional Rent shall be due and payable on the first day of the
month but not less than ten (10) days following the date on which Tenant is
given notice of Additional Rent due.
4.04 - The term "lease year" means each twelve (12) month period during the term
hereof, the first lease year being the period beginning on the date when the
first monthly installment of Minimum Rent is to be paid in advance and ending at
the conclusion of that twelve (12) month period. The last lease year means the
period beginning on the first day of the twelve (12) month period at the end of
which this Lease expires and ending on the date that this Lease shall terminate.
4.05 - In the event Tenant shall fail to pay Minimum Rent and/or Additional Rent
when due, then, in addition to the Landlord's rights as contained in Article 20
hereof, interest shall accrue thereon at a fluctuating per annum rate equal to
the sum of the prime rate of Bankers Trust Company plus two (2) percentage
points from the tenth day after the due date to the date of payment.
4.06 - If at the expiration of the initial term, this Lease shall then be in
full force and effect and the Tenant shall have fully performed all of the terms
and conditions hereof, the Tenant shall have an option to extend this Lease for
one term of five (5) years upon the same terms and conditions except that the
Minimum Rent reserved under Section 4.02, shall be an amount equal to
$108,336.00, increased by a percentage amount equal to one hundred percent
(100%) of the percentage increase in the "All Items" Index for the New York -
Northeastern, New Jersey Area of the "Consumer Price Index for all Urban
Consumers" (Revised CPI-U) (1967=100) published by the Bureau of Labor
Statistics of the U.S. Dept. of Labor as of the commencement of the renewal term
over said index as of the first day of the 61st month of the lease. In no event
shall the Minimum Rent be less than the Minimum Rent provided in Section 4.02.
Said option shall be exercisable only by notice in writing pursuant to
Section 26.01 and such notice shall be given not less than nine (9) months prior
to the expiration of the initial term.
ARTICLE 5 - USE OF PREMISES
5.01 - Tenant covenants and agrees to continuously use and occupy the entire
Premises solely for the purpose of conducting a business office and for no other
purpose, and such use and occupancy shall be in compliance with all applicable
laws, ordinances, requirements and regulations of any governmental authority
having jurisdiction, and also in compliance with Landlord's Rules and
Regulations set forth in Exhibit "D" hereto.
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5.02 - Tenant acknowledges that there are federal, state and local laws,
regulations and guidelines may hereafter be enacted relating to or affecting the
Parcel and concerning the impact on the environment of construction, land use,
the maintenance and operation of structures, and the conduct of business. Tenant
will not cause or permit to be caused, any act or practice, by negligence,
omission or otherwise, that would adversely affect the environment or that would
violate any of said laws, regulations or guidelines. Any violation of this
covenant shall be an event of default pursuant to Article 20 hereof. Tenant
shall have no claim against Landlord by reason of any changes that Landlord may
make in the Premises and/or Parcel pursuant to said laws, regulations and
guidelines.
5.03 - It is understood and agreed that Tenant shall not place a load on any
floor of the Premises exceeding a floor load 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 and vaults which must be placed so as to
distribute the weight. Business machines and mechanical equipment shall be
placed and maintained by the Tenant at Tenant's expense in settings sufficient
in the Landlord's judgment to absorb and prevent vibrations, noise and
annoyance.
5.04 - Tenant further covenants that it will cause all goods and supplies to be
delivered and/or removed by way of such entrances and exists as may be
designated for Tenant's use by the Landlord, which shall be used by Tenant in
common with other tenants during such hours reasonably designated by the
Landlord and subject to such other rules and regulations which may be
established by Landlord.
5.05 - Tenant shall not place any obstructions, refuse or debris of any kind
which would tend to obstruct the hallway areas in front of or around the
Premises. subject to Landlord's obligation to clean and remove waste as in
Exhibit "E", Tenant shall keep the Premises in a neat and clean condition, and
shall cause all garbage and refuse to be removed by way of such exits as may
from time to time be so designated by the Landlord.
5.06 - Tenant shall not suffer or permit the Premises, or any part thereof to be
used in any manner which would in any way, (i) violate any of the provisions of
any grant, Lease or mortgage to which this Lease is subordinate, provided that
any such provision is not inconsistent with the rights acquired by Tenant under
this Lease, (ii) violate any laws or requirements of public authorities, (iii)
make void or voidable any fire or liability insurance policy then in force with
respect to the Parcel, (iv) make unobtainable or extraordinarily difficult to
obtain from reputable insurance companies authorized to business in New Jersey
at standard rates any fire insurance with extended coverage, or liability,
elevator or boiler or other insurance which may be furnished by Landlord under
the terms of any Lease or any mortgage to which this Lease is subordinate, (v)
cause physical damage to the Parcel or any part thereof, or constitute a
nuisance therein, (vi) impair the appearance, character or reputation of the
Parcel, (vii) discharge objectionable fumes, vapors or odors into the Building
air conditioning system or flues or vents not designed to receive them, or
(viii) impair or interfere with any of the Building services or the proper and
economic cleaning, heating, air conditioning, ventilating or other servicing of
the Building or the Premises or impair or
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interfere with the use of the Building by, or occasion discomfort, annoyance or
inconvenience to Landlord or any of the other Tenants of the Building. The
provisions of this Section 5.06 and the application thereof, shall not be deemed
to be limited in any way to or by the provisions of any of the articles of this
Lease or any of the Rules and Regulations referred to in this Lease except as
may herein be expressly otherwise provided.
5.07 - If any governmental license or permit, other than a Certificate of
Occupancy, shall be required for the proper and lawful conduct of Tenant's
business in the premises, or any part thereof, then Tenant, at its expense,
shall duly procure and thereafter maintain such license or permit and Tenant
shall at all times comply with the terms and conditions of each such license or
permit.
5.08 - Tenant's Standard Industrial Classification Number is 8742. Tenant will
immediately notify Landlord of any change in this number during the term of this
Lease.
ARTICLE 6 - ADDITIONAL RENT: OPERATION AND MAINTENANCE COSTS, UTILITIES, REAL
ESTATE TAXES
6.01 - Landlord shall pay all operating and maintenance costs and expenses
incurred in the operation and maintenance of the Parcel reduced by any amounts
received from tenants as service charges pursuant to Section 10.01 (a)
(hereinafter in this Section 6.01 referred to as "Operation and Maintenance
Costs"). For and with respect to each calendar year of the original and any
additional term hereof (but pro-rated for any period less than one year), that
Operation and Maintenance Costs of the Parcel shall exceed a sum equal to the
1992 per square foot cost of the gross rentable area of the Building. Tenant
shall pay additional rent in that amount which is equal to Tenant's Percentage
of such excess of such Operation and Maintenance Costs. The Operation and
Maintenance Costs shall include the cost and expense to Landlord of the
following items:
(a) All reasonable wages, salaries and fees of all employees and agents for
time actually devoted to the management, operation, repair, replacement,
maintenance and security (if provided), including taxes, insurance and all other
employee benefits relating thereto, including a management fee to an affiliate
of Landlord or any other management company. (Management fee to be an amount not
to exceed customary industry practices for Class A office buildings within the
Princeton market, currently at three percent (3%) of gross rents received.)
"Replacement" for the purposes of this Section 6.01 shall exclude replacements
which are properly capitalized except as provided in Section 6.01 (k).
"Management" for the purposes of this Section 6.01 shall include the time spent
by those persons directly supervising work and not the time of those persons
employed in any main or branch office of Landlord, its contractors and
sub-contractors, it being the intention of the parties hereto to include herein
only such costs and expenses usually included in determining management contract
fees, costs and expenses in other comparable buildings and Parcels in the West
Windsor area;
(b) All supplies and materials (including lavatory supplies) used in the
management,
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operation, repair, replacement, maintenance and security, exclusive of work
required as a result of construction defects during the construction warranty
periods and exclusive of structural work other than repairs relating to the
roof;
(c) All Maintenance and service agreements on equipment including, without
limitation, alarm service, window cleaning, elevator maintenance and heating and
air conditioning units;
(d) All fire and other casualty and public liability insurance;
(e) All repairs, replacements and general maintenance, including common area
maintenance exclusive of work required as a result of construction defects
during the construction warranty periods and exclusive of structural work;
(f) All service or maintenance contracts with independent contractors for
operation, repair, replacement, maintenance or security;
(g) All janitorial services including cleaning services;
(h) All landscaping including lawn maintenance;
(i) All snow removal from sidewalks, driveways and parking areas;
(j) Costs of water (including sewer rental and assessments) to the extent not
metered and paid directly by tenant and including any taxes on such utilities;
(k) All other costs and expenses, dissimilar or similar, necessarily and
reasonably incurred by Landlord in the proper operation and maintenance of a
first class building and parcel; provided, however, that costs and expenses (1)
for capital improvement items (except where such capital improvements result in
the reduction of Operation and Maintenance Costs attributable to such item), the
cost of the replacement, with legal interest on the unamortized amount, may be
amortized over a reasonable period of time according to sound accounting
practices and charged to Operational and Maintenance Costs, (2) paid or required
to be paid from proceeds of insurance, (3) assumed or required to be paid by any
Tenant, (4) interest, amortization or other payments made by landlord on loans
to Landlord, (5) incurred in leasing, including commissions, advertising and
tenant work, (6) income, excess profits or franchise taxes or other such taxes
imposed on or measured by the income of Landlord from the Parcel and (7)
depreciation and amortization except as provided in (1), are excluded from the
term Operation and Maintenance Costs.
6.02 - Landlord shall pay all Utility Costs and Expenses for the Parcel. For and
with respect to each calendar year of the original and any additional term
hereof (but prorated for any period less than one year) that Utility Costs and
Expenses shall exceed a sum equal to the 1992 cost per square foot of the gross
rentable area of the Building, Tenant shall pay additional rent in that amount
which is equal to Tenant's Percentage of such excess of such
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Utility Costs and Expenses. Utility Costs and Expenses shall include without
limitation the cost and expense to Landlord of charges for oil, gas, electricity
for lighting the common areas and parking lot, heating, ventilating and air
conditioning (including, but not limited to, fuel cost adjustments) furnished to
the Building (including common areas thereof) and including any taxes on such
utilities. The cost of electric energy furnished directly to the Premises other
than for heating and air conditioning purposes shall be borne by Tenant pursuant
to the provisions of Section 6.04 hereof.
6.03 - Landlord shall pay all Real Estate Taxes for the Parcel. For and with
respect to each calendar year of the original and any additional term hereof
(but pro-rated for any period less than one year), that Real Estate Taxes of the
Parcel shall exceed a sum equal to the 1992 cost per square foot of the gross
rentable area of the Building, Tenant shall pay additional rent in that amount
which is equal to Tenant's Percentage of such excess of such Real Estate Taxes.
For the purpose of this Section 6.03, "Annual Real Estate Tax" shall be the
actual annual tax billed for the Parcel. In the event any Annual Real Estate Tax
shall be reduced subsequent to the determination of Additional Rent payable
pursuant to this Section 6.03, Tenant shall receive a credit or refund of
Tenant's Percentage of the reduction. Said payments by Tenant shall be pro-rated
for any period of said term which is less than a lease year.
6.04 - Landlord shall furnish the electric energy that Tenant shall require in
the Premises. For such electric energy as Tenant shall require for heating and
air-conditioning during the hours, upon the days and subject to the limits set
forth in Section 10.01 (a), Landlord shall furnish same on a rent inclusion
basis, such electric energy being included in Landlord's services which are
covered by the fixed rent reserved hereunder, subject to adjustment as set forth
in Article 6.02. Tenant shall pay Landlord, as additional rent, for all electric
energy furnished to Tenant at the Premises, other than for heating and air
conditioning purposes. Additional rent for such electric energy shall be
calculated and payable in the manner hereinafter set forth.
(a) Landlord agrees to install a separate meter or to arrange for an
independent electric survey to measure the amount of electric energy consumed by
Tenant exclusive of electric energy used for heating, air-conditioning and
common areas. Tenant shall pay Landlord the cost of such electric energy at the
then prevailing rates of the utility supplier, as so calculated on a monthly
basis, as Additional Rent, together with its payment of fixed rent. If the
utility supplier will permit separate metering and billing to Tenant, Tenant
shall pay for said electric energy directly to the utility supplier instead of
making payment to Landlord as additional rent.
(b) Landlord shall not be liable in any way to Tenant for any failure or defect
in the supply or character of electric energy furnished to the Premises by
reason of any requirement, act or omission of the public utility serving the
Building with electricity or for any other reason not attributable to Landlord.
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(c) Tenant's use of electric energy in the Premises shall not, at any time,
exceed the capacity of any of the electrical conductors and equipment serving
the Premises. In order to insure that such capacity is not exceeded and to avert
possible adverse effect upon the Building electric service, Tenant shall not,
without Landlord's prior written consent in each instance (which consent shall
not be unreasonably withheld), connect any additional fixtures, appliances or
equipment which would draw a higher than normal level of electric demand and not
considered standard office equipment (personal computers, fax, coffee pot, etc.)
to the Building electric distribution system or make any alteration or addition
to the electric system of the Premises existing on the Commencement Date. Should
Landlord grant such consent, all additional risers or other equipment required
therefore shall be provided by Landlord and the cost thereof shall be paid by
Tenant upon Landlord's demand.
(d) Tenant shall pay as Additional Rent a charge of $50.00 per hour to run the
building HVAC system within the demised premises for each hour Landlord provides
heat or air-conditioning other than during the hours and upon the days set forth
in Section 10.01 (a) hereof. The above rates are effective as of the
commencement of the Lease and subject to change as a result of the P.S.E. & G.
scheduled rates.
6.05 - Tenant shall pay to Landlord in monthly installments on the first day of
each month one-twelfth of the estimated Additional Rent for the first calendar
year under the terms and conditions of this Article 6 starting after the
thirteenth month. Commencing after the second calendar year, Landlord shall
determine and notify tenant in writing, on or before the first day of April of
each calendar year, the total amount of: (i) all items which went into the
computation of Additional Rent for the preceding calendar year under the terms
and conditions of this Article 6; and (ii) the projected Additional Rent due
from Tenant for the then current calendar year. Tenant shall thereafter pay to
Landlord, on the first day of each succeeding month during said then current
year, 1/12 of said projected Additional Rent; however, the April 1, payment
shall also include the difference between the projected payments and the
payments made of the months of January, February and March which will be based
on the preceding calendar year. In each of the following calendar years, upon
notification by Landlord to Tenant of the projected Additional Rent payable by
Tenant for the then current calendar year, such Additional Rent shall be payable
in like manner. Tenant shall pay to Landlord or Landlord shall pay to Tenant, as
the case may be, on or before the first day of each April, the difference
between the Additional Rent projected by Landlord for the preceding calendar
year already paid by Tenant and the actual Additional Rent due from Tenant for
the preceding calendar year (as determined by Landlord on or prior to the first
day of each April as aforesaid). Anything hereinabove to the contrary
notwithstanding, Landlord shall have the right to ▇▇▇▇ Tenant for Tenant's
Percentage of Real Estate Taxes as the taxes are due instead of having them paid
in monthly installments as hereinabove provided.
6.06 - The Additional Rent due under the terms and conditions of this Article 6
shall be payable by Tenant without any setoff or deduction and shall be
pro-rated as aforesaid during the first and last lease years of the lease term
or any renewal thereof.
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6.07 - Tenant shall have the right, upon the giving of two (2) weeks prior
written notice to Landlord, to make reasonable inspections of Landlord's books
and records so as to verify the sums due from Tenant as Additional Rent under
the terms and conditions of this Article 6. Landlord will retain the books and
records used in determining Additional Rent amounts for a period of two years
after notification of said amounts is given to Tenant.
ARTICLE 7 - RULES AND REGULATIONS
7.01 - Tenant covenants and agrees to faithfully observe and comply with the
Rules and Regulations affixed to this Lease and made a part hereof, as Exhibit
"D" as well as any other and further Reasonable Rules and Regulations which
Landlord may hereafter make, landlord shall not be responsible to Tenant for the
noncompliance or breach by any other Tenant of any said Rules and Regulations.
ARTICLE 8 - COMMON AREA
8.01 - To the extent the same may from time to time or any time during the term
of this Lease be made available, Tenant shall have the right to the nonexclusive
use, in common with others, of driveways and footways and of such loading and
other facilities as may be constructed and designated by Landlord in the Parcel
for use by Tenants of the Parcel. Said areas, which are included in the
definition of the Parcel, shall hereafter be referred to as "Common Area".
Landlord may at any time and from time to time, in its sole discretion,
increase, decrease, or change in any manner the Common Area, including, without
limitation, eliminate, relocate, expand, reduce, modify or prescribe changes in
the permitted use of any or all of the present or future Common Area, and no
such action of Landlord shall be deemed to be an eviction of Tenant, or breach
of this Lease, nor give rise to any claim for damages or for a reduction or
abatement of the Minimum Rent or Additional Rent.
8.02 - No action by Landlord shall be permitted which would eliminate or
substantially reduce access to the Premises.
ARTICLE 9 - REAL ESTATE TAXES
9.01 - The Tenant agrees that if at any time during the term of this Lease the
present method of taxation or assessment shall be so changed that the taxes now
levied, assessed or imposed on real estate and the buildings and improvements
thereon shall, in lieu thereof, be imposed, assessed or levied wholly as a
capital levy or otherwise upon the rents reserved herein or as a tax,
corporation franchise tax, assessment, levy or charge or any part thereof,
measured by or based in whole upon the Parcel, or on the rents derived therefrom
and imposed upon Landlord, then Tenant shall pay all such taxes so measured or
based exceeding Tenant's allowance of the 1992 per square foot base year cost
and on an equitable basis consistent with Tenant's Percentage.
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9.02 - The certificate, advice or ▇▇▇▇ of the appropriate official designated by
law to make or issue the same or to receive payment of such tax and/or
assessment shall be prima facie evidence of the amount of the same which is due
at the time of the making or issuance of such certificate, advice or ▇▇▇▇.
ARTICLE 10 - SERVICES BY LANDLORD
10.01 - Landlord shall furnish the following services to the Premises and the
Parcel:
(a) Keep in operation in the Building a heating apparatus during such periods
as same may be necessary to maintain an inside temperature at 70 degrees at a
minimum outside temperature of 0 degrees dry bulb between the 15th day of
October and the 1st day of May of each year and an air conditioning system
during such periods as same may be necessary to maintain an inside temperature
of 78 degrees when the outside temperature is at a maximum of 94 degrees dry
bulb to be operated throughout the term of this Lease or any renewal hereof,
between the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday (Legal
Holidays excepted as set forth in Exhibit "F"), subject, however, to
governmental requirements. Landlord, at its cost, at the inception of this
Lease, will furnish a light bulb or bulbs or fluorescent tube or tubes, as the
case may be, and standard ballasts, for each lighting fixture then installed on
the Premises. landlord shall provide and reserves the right to make reasonable
additional charges, payable as Additional Rent, for services furnished at the
request of Tenant on days or at times other than those above defined as provided
in Section 6.04 (d). Notwithstanding the foregoing, Tenant shall have the right
to enter and use the Premises at all hours and times in which event Tenant
agrees to keep all outside doors locked.
(b) Furnish cold water (at the normal temperature of the water supply to the
Building) to the Building for drinking and lavatory purposes and hot water (from
the regular Building supply at prevailing temperatures) to the Building for
lavatory purposes.
(c) Cause the Premises to be cleaned after normal business hours in accordance
with the Cleaning Specifications as set forth in Exhibit "E".
(d) Make such repairs and replacements to the Premises as reasonably required
(Tenant shall solely be responsible for the payment of the cost of same, if
required, due to the negligence, misuse, abuse or willful misconduct of Tenant,
its agents, servants or employees, invitees, subtenants, contractors or
assigns).
(e) Provide window washing, landscaping, including lawn maintenance, snow
removal from sidewalks, driveways and parking areas and directory board
maintenance.
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10.02 - Landlord does not warrant that the services provided for in Section
10.01 hereof shall be free from any slow-down, interruption or stoppage pursuant
to voluntary agreement by and between Landlord and governmental bodies and
regulatory agencies, or caused by the maintenance, repair, substitution,
renewal, replacement or improvements of any of the equipment involved in the
furnishing of any such services, or caused by changes of services, quantity or
character of electric service, alterations, strikes, lock-outs, labor
controversies, fuel shortages, accidents, Acts of God or the elements or any
other cause beyond the reasonable control of Landlord; and, specifically, no
such slow-down, interruption or stoppage of any such services shall ever be
construed as an eviction, actual ore constructive, of Tenant, nor shall same
cause any abatement of Minimum Rent or Additional Rent payable hereunder or in
any manner or for any purpose relieve Tenant from any of its obligations
hereunder, and in no event shall Landlord be liable for damage to persons or
property or be in default hereunder as a result of such slow-down, interruption
or stoppage.
10.03 - Landlord will not be responsible for the failure of the air-conditioning
system if such failure results from the occupancy of the Premises with more than
an average of one person for each 100 usable square feet or if the Tenant
installs and operates machines and appliances, the installed electrical load of
which when combined with the load of all lighting fixtures exceeds four ▇▇▇▇▇
per square foot of floor area in any one room or other area. If due to use of
the Premises in a manner exceeding the aforementioned occupancy and electrical
load criteria, or due to rearrangement of partitioning after the initial
preparation of the Premises, interference with normal operation of the
air-conditioning in the Premises results, necessitating changes in the
air-conditioning system servicing the Premises, such changes shall be made by
Landlord upon written notice to Tenant at Tenant's sole cost and expense. Tenant
agrees to lower and close window coverings when necessary because of the sun's
position whenever the said airconditioning system is in operation, and Tenant
agrees at all times to cooperate fully with Landlord and to abide by all the
Rules and Regulations which Landlord may prescribe for the proper functioning
and protection of the said air-conditioning system.
ARTICLE 11 - ALTERATIONS, ETC.
11.01 - Tenant shall make no alterations, decorations, installations, additions
or improvements (hereinafter called "Tenant Changes") in or to the Premises
exceeding $10,000.00 without in each instance obtaining the Landlord's prior
written consent, which consent shall not be unreasonably withheld, and then only
by contractors or mechanics subject to Landlord;s reasonable approval, and in
conformance with detailed plans and specifications which have been previously
submitted to the Landlord and which are subject to the Landlord's approval.
However, all Tenant Changes which are structural in character or which affect
the mechanical or HVAC systems must receive Landlord's prior written consent
whether the cost thereof is more or less than $10,000.00. All Tenant Changes
shall be done at Tenant's cost and expense and at such times and in such manner
as Landlord may designate. All Tenant Changes upon the Premises, made by either
party (excepting only Tenant's movable trade fixtures) shall, unless Landlord
shall elect otherwise, (which election shall be made by giving a notice not less
than thirty (30) days prior to the expiration or other termination of this Lease
or any renewal
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thereof) become the property of Landlord, and shall remain upon, and be
surrendered with, the Premises as a part thereof at the end of the term. Tenant
shall also furnish Landlord with outline plans and specifications for Tenant
Changes less than $10,000.00 prior to the performance of the work.
11.02 - Tenant agrees that any Tenant Changes shall be done in a good and
workmanlike manner and in conformity with all laws, ordinances and regulations
of all public authorities having jurisdiction.
11.03 - Tenant agrees that it will procure all necessary permits before making
any Tenant Changes. landlord agrees that, without cost or expense to Landlord,
it will cooperate with Tenant in obtaining such permits. Tenant agrees to pay
promptly when due the entire cost of any work done by or for Tenant upon the
Premises so that the Premises shall at all times be free of liens for labor or
materials. Tenant agrees to save and indemnify Landlord from any and all injury,
loss, claims, or damages to any person or property occasioned by or in
connection with any Tenant Changes.
11.04 - Any such Tenant Changes shall be performed in such manner as not to
interfere with the occupancy of any other Tenant in the Building nor delay or
impose any additional expense upon Landlord in the maintenance or operation of
the Building. Prior to the commencement of Tenant changes, Tenant shall obtain
and maintain at its expense worker's Compensation Insurance and Bodily Injury
and Property Damage Public Liability Insurance and so-called "Builders Risk
Insurance" (all such insurance shall conform to the requirements of Article 12
hereof) and shall submit certificates as evidence thereof to Landlord.
ARTICLE 12 - INSURANCE
12.01 - Tenant covenants to provide at Tenant's cost and expense on or before
the earlier of (i) the Commencement Date, or (ii) Tenant's taking actual
possession for the purpose of Tenant's Work, and to keep in full force and
effect during the entire term and so long thereafter as Tenant, or anyone
claiming by, through or under Tenant, shall occupy the Premises, insurance
coverage as follows:
(a) Comprehensive Public Liability Insurance with contractual liability
endorsements with respect to the Premises and the business of Tenant in which
Tenant shall be adequately covered under limits of liability of not less than
$500.000.00 for injury or death to any one person, and $1,000,000.00 for injury
or death to more than one person and $100,000.00 with respect to property
damage.
(b) Fire and Extended Coverage, Vandalism, Malicious Mischief and Special
Extended Coverage Insurance in an amount adequate to cover the cost of
replacement of all personal property, decorations, trade fixtures, furnishings,
equipment in the Premises, vaults, safes and all contents therein. Landlord
shall not be liable for any damage to such property of Tenant by fire or other
peril includable in the coverage afforded by the standard form of fire insurance
policy with extended coverage endorsement attached (whether or not such Coverage
is in effect), no matter how caused, it being understood that the Tenant will
look solely to its insurer for reimbursement.
(c) Worker's Compensation Insurance covering all persons employed by Tenant.
(d) Upon demand, Tenant shall furnish Landlord, at Tenant's expense, with such
increased amounts of existing insurance, and such other insurance coverage in
such limits as Landlord may require, and such other hazard insurance as the
nature and condition of the Premises may require in the sole judgment of
Landlord, to afford Landlord adequate protection for said risks.
12.02 - All of the aforesaid insurance shall be written by one or more
responsible insurance companies satisfactory to Landlord and in form
satisfactory to Landlord. The Comprehensive Public Liability Insurance shall
contain endorsements substantially as follows: "It is understood and agreed that
the insurer will give to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Associates (or any successor Landlord)
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ten (10) days prior written
notice of any material change in or cancellation of this policy".
12.03 - Tenant shall be solely responsible for payment of premium and Landlord
(or its designee) shall not be required to pay any premium for such insurance.
Tenant shall deliver to Landlord at least fifteen (15) days prior to the time
such insurance is first
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required to be carried by Tenant, and thereafter at least fifteen (15) days
prior to the expiration of such policy, either a duplicate original or a
certificate, it being the intention of the parties hereto that the insurance
required under the terms hereof shall be continuous during the entire term of
this Lease and any other period of time during which, pursuant to the term
hereof, said insurance is required.
12.04 - Tenant agrees, at its own cost and expense, to comply with all of the
rules and regulations of the Fire Insurance Rating Organization having
jurisdiction and any similar body. If, at any time or from time to time, as a
result of or in connection with any failure by Tenant to comply with the
foregoing sentence or any act or omission or commission by Tenant, its
employees, agents, contractors or licensees, or as a result of or in connection
with the use to which the Premises are put (notwithstanding that such use may
have been consented to by Landlord), the fire insurance rate(s) applicable to
the Premises or the Building in which same are located shall be higher than that
which would be applicable for the least hazardous type of occupancy legally
permitted therein, Tenant agrees that it will pay to Landlord as Additional
Rent, such portion or the premiums for all fire insurance policies in force with
respect to the aforesaid properties and the contents of any occupant thereof as
shall be attributable to such higher rate(s).
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12.05 - Landlord makes no representation that the limits of liability specified
to be carried by Tenant or Landlord under the terms of this Lease are adequate
to protect Tenant against Tenant's undertaking under this Article 12, and 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.
ARTICLE 13 - INDEMNIFICATION
13.01 - Tenant shall save and hold Landlord harmless from and against all
liability, claims, and demands on account of personal injuries (including,
without limitation of the foregoing, Worker's Compensation and death claims) or
property loss or damage of any kind whatsoever which arise out of or are in any
manner connected with, or are claimed to arise out of or in any manner connected
with Tenant's occupancy, and which result from, and only from, the negligent act
of Tenant.
ARTICLE 14 - FIRE
14.01 - In the event of the total destruction of the Building or the Premises by
fire or other casualty during the term hereof or in the event of such partial
destruction thereof as to render the Premises wholly untenantable or unfit for
occupancy, then in either event, unless such damage can, in the reasonable
opinion of Landlord, be repaired within one hundred eighty (180) days after the
occurrence, this Lease and the term hereby created shall at either party's
option, to be exercised within fifteen (15) days after notice from Landlord as
hereinafter provided, cease from the date of such damage or destruction, and
Tenant shall upon written notice from Landlord immediately surrender the
Premises to Landlord and Tenant shall pay rent within said term only to the time
of such damage or destruction. If, however, in Landlord's reasonable opinion,
the damage as aforesaid can be repaired within one hundred eighty (180) days
from the occurrence thereof, Landlord shall (unless Landlord shall elect not to
repair or rebuild, as hereinafter provided) repair the Premises with all
reasonable speed, this lease shall continue in full force and effect and there
shall be an abatement of rent until the repair is completed so that Tenant can
occupy the Premises. Landlord shall notify Tenant within Thirty (30) days from
the occurrence of the destruction as to whether or not the damage can be
repaired within one hundred eighty (180) days after the occurrence thereof.
14.02 - In the event of the partial destruction of the Building or Premises by
fire or other casualty during the term hereof, which such partial destruction
does not render the Premises wholly untenantable or unfit for occupancy, for
more than one hundred eighty (180) days in the Landlord's reasonable opinion,
Landlord shall continue in full force and effect and there shall be an abatement
of rent until the repair work is completed so that Tenant can occupy the
Premises, in such proportion as the part of the Premises destroyed or rendered
untenantable bears to the total Leased Premises. If such damage cannot be
repaired within one hundred eighty (180) days after the occurrence in the
reasonable opinion of Landlord, this Lease and the term hereby created shall at
either party's option, to be exercised within fifteen (15) days from the date of
such damage or destruction as provided in Section 14.01. Landlord shall notify
Tenant within thirty (30) days from the occurrence of the destruction as to
whether or not the damage can be repaired within one hundred eighty (180) days
after the occurrence thereof.
14.03 - In the event that the Building or the Premises shall be so slightly
damaged by fire or other casualty so as not to affect or only slightly affect
the operation of Tenant's business in the Premises, then in that event, there
shall be no abatement of rent and this Lease shall continue in full force and
effect, and Landlord shall enter and repair the damage with all reasonable
speed.
14.04 - In the event that the Landlord elects, after any such damage or
destruction, to reconstruct the Premises pursuant to this Lease, Tenant may
elect, at Tenant's expense, to redecorate the Premises in a manner and to at
least a condition equal to that existing prior to its destruction or casualty,
except that Tenant may elect not to redecorate if a fire or other casualty
occurs during the last year of any term of the Lease.
14.05 - Notwithstanding anything contained herein to the contrary:
(a) if any or all of the areas or offices comprising the Building are
substantially damaged by fire or other casualty to such an extent that the
Building cannot, in the reasonable judgment of Landlord, be operated as an
integrated office building, or
(b) if during the last two (2) years of the term of this Lease the Premises or
the
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Building shall be so damaged by fire or other casualty that the Landlord decides
not to repair or rebuild, or
(c) if the same are damaged by a casualty which is not insurable under standard
or extended coverage insurance, or if the proceeds of such insurance are not
made available to Landlord, or if such proceeds are, in Landlord's judgment,
insufficient to repair or rebuild, and Landlord decides in its judgment either
(i) not to repair or rebuild, or (ii) to demolish the entire Building and
rebuild same, then upon the happening of any such event Landlord may cancel this
Lease (whether or not the Premises are damaged) by giving written notice of such
cancellation to Tenant within thirty (30) days after the happening of such
damage and thereupon this Lease and the term hereof shall cease and terminate as
of the date of the happening of such damage, and rent and other charges payable
by Tenant shall be pro-rated to the day of such damage.
14.06 - Landlord shall use its best efforts to effect any such repair or
restoration promptly and in such manner as not unreasonably to interfere with
Tenant's use and occupancy of the Premises but such efforts shall be subject to
(i) Landlord's inability to obtain materials, (ii) Acts of God, (iii) strikes,
fire or weather, (iv) acts of governmental authority, or (v) any other cause
beyond the control of Landlord. Notwithstanding the above, Landlord shall not be
required to incur overtime or additional charges in any such repair or
restoration of the premises or of the building pursuant to this Article 14.
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14.07 - The provisions of this Article 14 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.
14.08 - In case of any damage by fire or other casualty, Tenant shall
immediately notify Landlord and Landlord shall immediately notify Tenant.
ARTICLE 15 - EMINENT DOMAIN
15.01 - In the event that the entire or substantially the entire Premises or
Building should be taken for any public or quasipublic use or should be taken by
right of eminent domain or any other right, or should be sold to the condemning
authority in lieu of condemnation, then this Lease shall terminate as of the
date when physical possession of the Building or the Premises is taken by the
condemning authority.
15.02 - In the event more than 50% of the parking spaces on the parcel are
affected by said taking without being replaced or, in the event of a partial
(less than substantial) taking of the Premises during the last year of the Lease
term or any renewal thereof, Landlord and Tenant shall have the right to
terminate this Lease. The landlord or the Tenant may exercise the aforesaid
right or rights to terminate this Lease in its entirety as aforesaid by giving
written notice to the other within sixty (60) days after the date of the vesting
of title in such proceeding, specifying a date not more than thirty (30) days
after the giving of such notice as the date of such termination.
15.03 - In the event of any taking of the Building or the Parcel, Landlord shall
be entitled to receive the entire award and Tenant hereby assigns to Landlord
any and all right, title and interest of Tenant in or to any such award or any
part thereof and hereby waives all rights against Landlord and the condemning
authority, except that Tenant shall have the right to claim and prove in any
such proceeding and to receive any award which may be made, if any, specifically
for damages or condemnation of Tenant's movable trade fixtures and equipment and
any other improvements made at Tenant's expense.
15.04 - In the event that this Lease is not terminated after the eminent domain
proceeding, Landlord shall promptly commence to repair or restore the Premises,
including refixturing, to tenantable condition and complete same with due
diligence, except for delays caused by (i) Landlord's inability to obtain
materials, (ii) Acts of God, (iii) strikes, fire or weather, (iv) acts of
governmental authority, or (v) any other cause beyond the control of Landlord,
and the Minimum and Additional Rent shall be equitably reduced from and after
the date title vest sin the condemnor for the balance of the term by taking into
account the character and the amount of the taking. The Tenant's Percentage
shall be adjusted to reflect the balance of square feet of rentable area
remaining as the Premises subsequent to said eminent domain proceeding.
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ARTICLE 16 - ASSIGNMENT OR SUBLETTING
16.01 - Tenant agrees not to sell, assign, mortgage, hypothecate, pledge, or in
any manner transfer this Lease or any estate or interest hereunder and not to
sublet the Premises or any part or parts thereof without the previous written
consent of Landlord, which consent by Landlord shall not be unreasonably
withheld. If Tenant violates the provisions of this Article 16, Landlord may
accept from any assignee, sublessee, licensee, concessionaire or anyone who
claims a right to the interest of Tenant under this Lease or who occupies any
part or the whole of the Premises the payment of Minimum Rent and Additional
Rent and/or the performance of any of the other obligations of Tenant under this
Lease, but acceptance shall not be deemed to be a waiver by Landlord of the
breach by Tenant of the Provisions of this Article 16, nor a recognition by
Landlord that any such assignee, sublessee, licensee, concessionaire, claimant
or occupant has succeeded to the rights of Tenant hereunder, nor a release by
Landlord of Tenant from further performance by Tenant of the covenants on
Tenant's part to be performed under this lease; provided, however, that the net
amount of rent collected from any such assignee, sublessee, licensee,
concessionaire, claimant or occupant shall be applied by Landlord to the rent to
be paid hereunder. Any consent by landlord to any such assignment, transfer,
subletting, license or concession or other matter or thing contained in this
Article 16 shall not in anyway be construed to relieve Tenant from obtaining the
prior consent of Landlord to any other or further such assignment, transfer,
subletting, license, concession, matter or thing.
16.02 - If Tenant shall desire to assign this Lease or to sublet all or a
portion of the Premises, Tenant shall submit to Landlord a written request for
Landlord's consent to such assignment or subletting, which request shall contain
or be accompanied by the following information: (i) the name and address of the
proposed assignee or subtenant; (ii) in the case of a proposed subletting, a
description identifying the space to be sublet (the "Sublet Space"); (iii) the
nature and character of the business of the proposed assignee or subtenant and
of its proposed use of the Premises; and (iv) the effective date of such
proposed assignment or subletting t (the "Termination Date"). If the Landlord
consents thereto as provided in Section 16.01, Tenant shall pay to Landlord
one-half (1/2) of the amount by which the Minimum Rent under the assignment or
subletting exceeds the Minimum Rent payable under this Lease after deducting all
reasonable expenses incurred by Tenant in connection with such assignment or
subletting.
16.03 - Notwithstanding the foregoing provisions of this Article 16, Tenant
shall have the right, without Landlord's consent, to assign this Lease or to
sublet all or any portion of the premises to an "Affiliate", but no such
assignment or subletting shall relieve Tenant of its obligations to Landlord
hereunder. The term "Affiliate" shall mean any corporation owning more than 50%
of the controlling stock of which is owned by Tenant, or any person, firm or
corporation which owns more than 50% of the controlling stock of Tenant.
It is understood that neither Section 16.01 or Section 16.02 shall
apply to any assignment or subletting to an Affiliate, except that such
Affiliate shall be deemed bound by all of the other terms and conditions of this
Lease, and any Affiliate who is an assignee of this Lease shall agree with
Landlord in writing to assume all of the obligations of this Lease and to attorn
to Landlord. No Affiliate who is an assignee or subtenant hereunder shall
thereafter be permitted to assign the Lease or further sublet the Premises or
portion thereof under its control without first complying with the provisions of
Sections 16.01 and 16.02.
Tenant shall notify Landlord of any assignment or subletting to an
Affiliate at least thirty (30) days prior to the date of such subletting or
assignment. Such notification shall be accompanied by evidence satisfactory to
Landlord which demonstrates such proposed assignee's or subtenant's status as an
Affiliate.
ARTICLE 17 - ENTRY BY LANDLORD
17.01 - Landlord, by its duly authorized employees and agents, may enter the
Premises at reasonable hours (i) to inspect the same, (ii) to supply janitor,
cleaning (after normal business hours) and any other service to be provided by
Landlord under the terms of this Lease, (iii) to make repairs required of
Landlord hereunder, or to Building, and (iv) to perform any work therein that
may be necessary to comply with any laws, statues, ordinances, regulations,
orders and requirements of all governmental authorities having jurisdiction over
the Premises, or to prevent waste or deterioration of the Premises; provided,
however, that all such work shall be done as promptly as reasonably possible.
Any repairs, alterations or improvements to the Premises shall be done as
required. Landlord may, during the progress of any such work keep and store upon
the Premises, all necessary materials, tools and equipment required for said
work but Tenant shall not be
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responsible therefore. Landlord shall at all times retain a key with which to
unlock all of the doors in, on or about the Premises (excluding Tenant's vaults,
safes and similar areas designated in writing by Tenant in advance); 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 or otherwise shall not under any circumstances be construed or deemed to
be forcible or unlawful entry into or a detainer of the Premises or an eviction,
actual or constructive, of Tenant from the Premises or any portion thereof.
ARTICLE 18 - INSPECTIONS BY PROSPECTIVE PURCHASERS AND TENANTS AND BY LENDERS
18.01 - The landlord is hereby given the right, upon the giving of forty-eight
(48) hours prior notice to Tenant, to enter the Premises during usual business
hours (i) to exhibit the same to prospective Building purchasers or prospective
or current lenders at any time during the Lease term or any renewal thereof, and
(ii) to exhibit the same to prospective Tenants within six (6) months prior to
the expiration of the Lease term or any renewal thereof. A representative of
Landlord shall always accompany any such purchaser, Tenant or Lender on any of
the aforesaid inspections. A representative of Tenant shall be present whenever
any portion of the Premises other than the general business offices are entered
by Landlord and/or any third parties, such as prospective Tenants, Lenders or
Purchasers, for purposes set forth under this Section 18.01. Landlord will try
to limit visits by prospective building purchasers or lenders to allow tenant
maximum privacy due to confidential nature of tenant's work.
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ARTICLE 19 - SURRENDER
19.01 - On the last day of the term demised, or the sooner termination thereof,
Tenant shall peaceably surrender the Premises broom clean, in good order,
condition and repair wear and tear excepted. On or before the last day of the
term or the sooner termination thereof, Tenant shall, at its expense, remove its
trade fixtures and signs from the Premises, and any property not removed shall
be deemed abandoned and may be removed and disposed of by Landlord and the
expense of such removal shall be paid to Landlord by Tenant without any setoff
for the salvage value of goods so removed. If the Premises be not surrendered at
the end of the term or the sooner termination thereof, Tenant shall indemnify
Landlord against loss or liability resulting from delay by Tenant in so
surrendering the Premises, including, without limitation, claims made by any
succeeding Tenant founded on such delay. Tenant shall promptly surrender all
keys for the Premises and Building bathrooms to Landlord at the place then fixed
for payment of rent. Tenant's covenants hereunder shall survive the expiration
or termination of this Lease.
19.02 - If the Tenant shall occupy the Premises with the consent of the Landlord
after the expiration of this Lease and rent is accepted from said Tenant, such
occupancy and payment shall be construed as an extension of this Lease for a
term expiring on the last day of the month next following the month in which the
said Lease expired, and occupation thereafter shall operate to extend the term
of this Lease for but (1) month at a time unless other terms of such extension
are made in writing and signed by the parties hereto. In such event, if either
Landlord or tenant desires to terminate said occupancy at the end of any month
after the termination of this Lease, the party so desiring to terminate the same
shall give the other party at least thirty (30) days written notice to that
effect. Failure on the part of the Tenant to give such notice shall obligate it
to pay rent for an additional calendar month following the month in which the
Tenant has vacated the Premises.
ARTICLE 20 - DEFAULT
20.01 - Tenant shall, without any previous demand therefore, pay to Landlord the
Minimum Rent and Additional Rent at the times and in the manner heretofore
provided.
In the event:
(a) of default in the payment of said rents or of any installment
or part thereof, or in the payment of any other sum or any
part thereof which may become due from Tenant to Landlord
hereunder, at the time and in the manner provided therein, and
if the same shall remain in default for ten (10) days after
becoming due, or
(b) the Premises shall be deserted or abandoned, or
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(c) of the violation by Tenant of any of the covenants, agreements
and conditions herein provided or of any of the Rules and
Regulations now or hereafter reasonable established by
Landlord, and the failure to cure such violation within
fifteen (15) days after notice in writing of such violation by
Landlord to Tenant;
then upon the happening of any such event, Landlord may, at its option,
elect either to terminate this Lease or to enter the said Premises as
the agent of Tenant, without being liable for any prosecution or damage
therefore, and relet the Premises as the agent of Tenant, and receive
the rent therefore, upon such terms as shall be satisfactory to
Landlord, and all rights of Tenant to repossess the Premises under this
Lease shall cease and end upon such termination or entry. Such entry
for reletting by Landlord shall not operate to release Tenant from any
rent to be paid or covenants to be performed hereunder during the full
term of this Lease. For the purpose of reletting, Landlord shall be
authorized to make such repairs or alterations in or to the Premises as
may be necessary to place the same in good order and condition. Tenant
shall be liable for and hereby agrees to pay to Landlord the cost of
such repairs or alterations and all expenses of such reletting. If the
sum realized or to be realized from the reletting is insufficient to
satisfy the rent provided in this Lease, Landlord, at its option, may
require Tenant to pay such deficiency month by month (or at any greater
intervals), or may hold Tenant in advance for the entire deficiency
resulting from such reletting. Landlord is hereby granted a lien, in
addition to any statutory lien or right to distrain that may exist, on
all personal property of Tenant in or upon the Premises, including,
without limitation, furniture, fixtures (including trade fixtures) and
merchandise of Tenant, to assure payment of the rent and performance of
the covenants and conditions of this Lease. Landlord shall have the
right, as agent of Tenant, to take possession of all personal property
of Tenant found in or about the Premises, including, without
limitation, furniture and fixtures of Tenant, and sell the same at
public or private sale and to apply the proceeds thereof to the payment
of any monies becoming due under this Lease, or remove all such effects
and store the same in a pblic warehouse or elsewhere at the cost of and
for the account of Tenant, or any other occupant, Tenant hereby waiving
the benefit of all laws exempting property from execution, levy and
sale on distress or judgment.
20.02 - In the event of any breach or threatened breach by Tenant of any of the
agreements, terms, covenants or conditions contained in this Lease, Landlord
shall be entitled to enjoin such breach or threatened breach and shall have the
right to invoke any right and remedy allowed at law or in equity or by statute
or otherwise as though reentry, summary proceedings, and other remedies were not
provided for in this Lease.
20.03 - Each right and remedy of Landlord provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by Landlord of any one
or more of the rights or remedies provided for in this Lease or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by Landlord of any or all other rights or
remedies provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.
20.04 - If the term of this Lease shall be terminated due to default by the
Tenant of any of the terms or covenants herein contained, this Lease and the
term and estate hereby granted, whether or not the term shall heretofore have
commence, shall terminate with the same effect as if that day were the
expiration date of the term of this Lease, but Tenant shall remain liable for
all damages as are provided for herein.
ARTICLE 21 - BANKRUPTCY
21.01 - At any time prior to or during the term of this Lease, if Tenant shall
make an assignment for the benefit of its creditors; or if Tenant shall file a
voluntary petition in bankruptcy; or if Tenant shall be adjudicated a bankrupt
or insolvent; or if the affairs of Tenant shall be taken over by or pursuant to
an order of any court or of any other officer or governmental authority pursuant
to any federal, state or other statute or law; or if Tenant shall admit in
writing its inability to pay debts generally as they become due; or if Tenant
shall file any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the
present or any future federal bankruptcy act or any other present or future
applicable federal, state or other statute or law; or if Tenant shall seek or
consent to or acquiesce
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in the appointment of any trustee, receiver or liquidator of Tenant or of all or
any substantial part of its property; or, if, within (60) days after the
commencement of any proceedings against Tenant seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or future federal bankruptcy act or any other present
or future applicable federal, state or other statute or law, such proceedings
shall have not been dismissed; or, if, within sixty (60) days after the
appointment, without the consent or acquiescence of Tenant, of any trustee,
receiver or liquidator of Tenant or of all or any substantial part of its
property, such appointment shall not have been vacated or stayed or dismissed;
or if, within sixty (60) days after the expiration of any such stay, such
appointment shall not have been vacated; or in the event action shall be taken
by Tenant in furtherance of any of the aforesaid purposes, then and in any such
event, Landlord ▇▇▇ at its option terminate this Lease and all rights of Tenant
herein, by giving to Tenant notice in writing of the election of Landlord so to
terminate, and n such event neither Tenant nor any person claiming by, through
or under Tenant by virtue of any statute or of any order of any court shall be
entitled to possession or to remain in possession of the Premises but shall
forthwith quit and surrender the Premises. Such causes for the termination of
this Lease as set forth in this Article 21 shall constitute a default by Tenant
and all rights and remedies stated or otherwise reserved under Article 20 hereof
shall be available to Landlord. The word "Tenant" in this Article 21 shall be
construed to include any Surety or Guarantor of this Lease.
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21.02 - It is stipulated and agreed that in the event of the termination of this
Lease pursuant to this Article 21, Landlord shall forthwith, notwithstanding any
other provisions of this Lease to the contrary, be entitled to recover from
Tenant, as and for liquidated damages, an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the then fair and reasonable rental value of the Premises for the same period.
In the computation of such damages, the difference between any installment of
rent becoming due hereunder after the date of termination and the fair and
reasonable rental value of the Premises for the period for which such
installment was payable shall be discounted to the date of termination at the
rate of four (4%) percent per annum. If such Premises, or any part thereof, be
relet by the Landlord for the unexpired term of said Lease, or any part thereof,
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the amount of rent reserved upon such reletting shall be prima
facia evidence as to the fair and reasonable rental value for the part or the
whole of the Premises so relet during the term of the reletting. Nothing herein
contained shall limit or prejudice the right of the Landlord to prove and obtain
as liquidated damages by reason of such termination an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which such damages are to be proved, whether or not
such amount be greater than, equal to, or less than the amount of the difference
referred to above.
ARTICLE 22 - QUIET ENJOYMENT
22.01 - Tenant, subject to the terms and provisions of this Lease and to all
mortgages and underlying Leases of record to which this Lease may be or may
become subordinate, on payment of all Minimum Rent and Additional Rent and
observing, keeping and performing all of the terms and provisions of this Lease,
shall lawfully, peaceable and quietly have, hold, occupy and enjoy the Premises
during the term hereof. This covenant shall be binding on Landlord only during
its ownership of the Premises. In the event Landlord shall sell or otherwise
dispose of its interest in the Premises during the term of this Lease, such sale
or other disposition shall operate to release and relieve Landlord from any
further liability or obligation to Tenant hereunder.
ARTICLE 23 - CONSENT BY LANDLORD
23.01 - Whenever, under this Lease, provision is made for Tenant securing the
written consent or approval by Landlord, such consent or approval shall be in
writing and may be withheld by Landlord in its sole discretion, unless it is
otherwise herein specifically provided that such consent shall not unreasonable
be withheld.
ARTICLE 21 - SUBORDINATION
24.01 - This Lease, and all rights of Tenant hereunder, are and shall be subject
to subordination in all respects to all future ground Leases, overriding Leases
and underlying Leases of the Premises, Building or the Parcel and to all
mortgages and building loan agreements, including leasehold mortgages and
building loan mortgages, which may now or hereafter affect the same, to each and
every advance made or to be made under such mortgages, and to all renewals,
modifications, replacements and consolidations of such mortgages. This Section
24.01 shall be self operative and no further instrument of subordination shall
be required. In confirmation of such subordination, Tenant shall promptly
execute and deliver at its own cost and expense any instrument, in recordable
form if required, that Landlord, the lessor of any such lease or the holder of
any mortgage or any of their respective successors in interest may require to
evidence such subordination, and Tenant hereby irrevocably constitutes and
appoints Landlord attorney-in-fact for Tenant to execute any such instrument for
and on behalf of Tenant.
24.02 - If for any reason the leasehold estate of Landlord as Tenant under any
underlying Lease is terminated by summary proceedings or otherwise, Tenant will
attorn to the Landlord under such underlying Lease and will recognize such
Landlord as Tenant's Landlord under this sublease. Tenant agrees to execute and
deliver, at any time and from time to time, upon the request of Landlord or of
the Landlord under any such underlying Lease, any instruments which may be
necessary or appropriate to evidence such attornment and Tenant to execute and
deliver any such instrument for and on behalf of Tenant. Tenant further waives
the provisions of any statute or rule of law now or hereafter in effect which
may give or purport to give Tenant any right or election to terminate this
sublease or to surrender possession of the leased premises in the event such
underlying Lease terminates or any such proceeding is brought by the Landlord
under such underlying Lease, and agrees that, at the election of Landlord under
such underlying lease, this sublease shall not be
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affected in any way whatsoever by any such proceeding or termination.
24.03 - Any mortgagee, including leasehold mortgages and building loan
mortgages, which may now or hereafter affect the Premises, may require that this
Lease be superior and have priority as to the mortgage, in which event Tenant
agrees to execute any instrument that the holder of the mortgage may require to
evidence same.
ARTICLE 25 - MECHANICS' LIENS
25.01 - Tenant shall not suffer any mechanic's lien to be filed against the
Premises by reason of work, labor, services or materials performed or furnished
to Tenant or to anyone holding the Premises through or under Tenant. If any such
mechanic's lien shall at any time be filed against the Premises, Tenant shall
forthwith cause the same to be discharged of record by payment, bond, order of a
court of competent jurisdiction or otherwise, but Tenant shall have the right to
contest any and all such liens. If Tenant shall fail to cause such lien to be
discharged within thirty (30) days after being notified of the filing thereof
and before judgment or sale thereunder, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge the
same by paying the amount claimed to be due or by bonding or other proceeding
deemed appropriate by Landlord, and the amount so paid by Landlord and/or all
costs and expenses, including reasonable attorney's fees, incurred by Landlord
in procuring the discharge of such lien, shall be deemed to be Additional Rent.
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ARTICLE 26 - NOTICES
26.01 - Any notice required or permitted under this Lease shall, unless
otherwise specifically provided herein, be deemed sufficiently given or served
if sent by registered or certified mail, return receipt requested, postage
prepaid, addressed to Tenant at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
and to Landlord at the address then fixed for the payment of rent. Any such
notice shall be deemed given as of the date of mailing. Either party may by
fifteen (15) days notice at any time designate a different address to which
notices shall subsequently be mailed.
ARTICLE 27 - WAIVER OF TRIAL BY JURY
27.01 - To the extent permitted by law, Landlord and Tenant hereby waive Trial
By Jury in an action brought by either against the other on any matter arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant or Tenant's use or occupancy of the Premises including any claim or
injury or damage.
ARTICLE 28 - NO OTHER WAIVER OR MODIFICATIONS
28.01 - The failure of either party to insist in any one or more instances upon
the strict performance of any one or more of the agreements, terms, covenants,
conditions or obligations of this Lease, or to exercise any right, remedy or
election herein contained, shall not be construed as a waiver or relinquishment
for the future of the performance of such one or more obligations of this Lease
or of the right to exercise such election, but the same shall continue and
remain in full force and effect with respect to any subsequent breach, act or
omission.
ARTICLE 29 - CURING TENANT'S DEFAULTS
29.01 - If Tenant shall default in the performance of any covenant, agreement,
term, provision or condition herein contained, Landlord without thereby waiving
such default, may (but shall not be obligated to) perform the same for the
account of and at the expense of Tenant, without notice in a case of emergency,
and in any other case if such default continues after fifteen (15) days from the
date of the giving by Landlord to Tenant of written notice of such default.
Bills for any reasonable and necessary expense incurred by Landlord in
connection with any such performance by Landlord for the account of Tenant, and
reasonable and necessary bills for all costs, expenses and disbursements,
including (without being limited to) reasonable counsel fee, incurred in
collecting or endeavoring to collect the Minimum Rent or Additional Rent or
other charge or any part thereof, or enforcing or endeavoring to enforce, any
rights against Tenant under or in connection with this Lease, or pursuant to
law, including (without being limited to any such cost, expense and disbursement
involved in instituting and prosecuting summary proceedings, as well as bills
for any property, material, labor or services provided, furnished or rendered,
or caused to be provided, furnished or rendered, by Landlord to Tenant and any
charges for other services incurred by Tenant under this Lease, may be sent by
Landlord to Tenant monthly, or immediately, at Landlords's option, and shall be
due and payable by
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Tenant in accordance with the terms of said bills and if not paid when due, the
amounts thereof shall immediately become due and payable as Additional Rent
under this Lease, together with interest thereon at a per annum rate equal to
the sum of the prime rate of Bankers Trust Company, plus two (2) percentage
points from the date the said bills should have been paid in accordance with
their terms.
ARTICLE 30 - ESTOPPEL CERTIFICATE
30.01 - Tenant agrees, at any time, and from time to time, as requested by
Landlord, upon not less than ten (10) days prior notice, to execute and deliver
without cost or expense to the Landlord a statement 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), certifying the dates to which the Minimum Rent and Additional
Rent have been paid, and stating whether or not, to the best knowledge of the
Tenant, the Landlord is in default in performance of any of its obligations
under this Lease, and if so, specifying each such default of which the Tenant
may have knowledge.
30.02 - It is intended that any such statement delivered to the Landlord
pursuant to this Article 30 may be relied upon by any prospective purchaser of
the fee or any mortgagee thereof or any assignee of any mortgage upon the
Leasehold or fee of the Premises or any proposed lessee of all or part of the
Parcel.
ARTICLE 31 - PARTIES BOUND
31.01 - The obligations of this Lease shall bind and benefit the successors and
assigns of the parties with the same effect as if mentioned in each instance
where a party is named or referred to, except that no violation of the
provisions of Article 16 shall operate to vest any rights in any successor or
assignee of Tenant and that the provisions of this Article 31 shall not be
construed as modifying the conditions of limitation contained in Article 20.
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 Parcel as owner or lessee thereof and in the event of such
transfer said obligations shall thereafter be binding upon each transferee of
the interest of Landlord herein named as such owner or lessee of the Parcel, but
only with respect to the period ending with a subsequent transfer within the
meaning of this Article 31 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. A Lease of Landlord's entire interest in the
Parcel as owner or lessee thereof shall be deemed a transfer within the meaning
of this Article 31.
31.02 - Tenant shall look solely to Landlord's estate and property in the
Premises (or the proceeds thereof) for the satisfaction of Tenant'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
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of Tenant's remedies under or with respect to either this Lease, the
relationship of Landlord and Tenant hereunder, or Tenant's use and occupancy of
the Premises.
ARTICLE 32 - FORCE MAJEUR
32.01 - Except as otherwise expressly provided herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the part of
Tenant to be performed shall in no ways be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease, or is
unable to supply or is delayed in supplying, any service, express or implied, to
be supplied or unable to supply, or is delayed in supplying any equipment or
fixtures 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
regulation of any governmental agency or by reason of the conditions of supply
and demand which have been or are affected by war, hostilities or similar
emergency, provided that Landlord shall in each instance exercise reasonable
diligence to affect performance as soon as possible. It is agreed that the
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 in this lease contained.
ARTICLE 33 - PARKING
33.01 - Tenant shall have the right to the non-exclusive use of a total of
eighteen (18) parking spaces on the Parcel for all employees and visitors, which
spaces Landlord will have the right to appropriately so designate. Tenant
covenants and agrees to comply with all reasonable rules and regulations which
Landlord may hereafter from time to time or at any time make to assure exclusive
use of designated parking spaces on the Parcel by permitted users. Landlord's
remedies under such rules and regulations may include, but shall not be limited
to, the right to tow away at owner's expense any vehicles not parked in
compliance with these rules and regulations. Landlord shall not be responsible
to Tenant for the noncompliance or breach by any other Tenant of said rules and
regulations, provided, however, Landlord agrees to use its best efforts to
enforce such rules and regulations uniformly.
ARTICLE 34 - DEFINITION OF LANDLORD
34.01 - The term "Landlord" as used in this Lease shall mean, at any given time
or from time to time as described in Section 32.01, the owner, or owners,
collectively or individually, for the time being of the fee or leasehold of all
or any portions of the Building. The necessary grammatical changes required to
make the provisions of this Lease apply in the plural sense where there is more
than one Landlord or Tenant and to either corporation, associations,
partnerships or individuals, males or females, shall in all instances be assumed
as though in each case fully expressed.
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ARTICLE 35 - TAXES ON TENANT'S PROPERTY
35.01 - Tenant shall be liable for all taxes levied or assessed against any
personalty, fixtures and equipment installed by Tenant in the Premises. If any
such taxes are levied or assessed against Landlord, Tenant shall pay Landlord,
upon demand, taxes for which Tenant is liable as aforesaid.
ARTICLE 36 - GENERAL PROVISIONS
36.01 - Tenant represents and agrees that it has not directly or indirectly
dealt with any real estate brokers other than ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc.
and in connection with this transaction. Tenant agrees to hold Landlord harmless
from and against any claims for brokerage commission or finder's fee arising out
of, or based on, any actions of Tenant with any other broker or brokers.
36.02 - The laws of the State of New Jersey shall govern the validity,
performance and enforcement of this Lease.
36.03 - The invalidity of one or more phrases, articles, sections, sentences,
clauses or paragraphs contained in this Lease shall not affect the remaining
portions of this Lease or any part thereof, and in the event that any one or
more of the phrases, articles, sections, sentences, clauses or paragraphs
contained in this Lease should be declared invalid by the final order, decree or
judgment of a court of competent jurisdiction, this Lease shall be construed as
if such invalid phrases, articles, sections, sentences, clauses or paragraphs
had not been inserted herein.
36.04 - Tenant shall not record this Lease, but if either party should desire to
record a short form Memorandum of Lease setting forth only the parties, the
Premises and the term, such Memorandum of Lease shall be executed, acknowledged
and delivered by both parties upon notice from either party.
36.05 - Tenant agrees to give any Mortgagee and/or Trust Deed Holders, by
Registered Mail, a copy of any Notice of Default served upon the Landlord,
provided that prior to such notice Tenant has been notified, in writing, (by way
of Notice of Assignment of Rents and Leases, or other) of the address of such
Mortgagees and/or Trust Deed Holders. Tenant further agrees that if Landlord
shall have failed to cure such default within the time provided for in this
Lease, then the Mortgagees and/or Trust Deed Holders shall have an additional
thirty (30) days within which to cure such default, or if such default cannot be
cured within that time, then such additional time as may be necessary, if within
such thirty (30) days, any Mortgagee and/or Trust Deed Holder has commenced and
is diligently pursuing the remedies necessary to cure such default (including,
but not limited to, commencement of foreclosure proceedings, if necessary to
effect such cure), in which event this Lease shall not be terminated while such
remedies are being so diligently pursued.
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36.06 - It is understood and agreed that Landlord shall have the right, at its
sole cost and expense (including tenant retro-fit to tenant's prior construction
specifications, moving costs, reprinting stationery, relocation of phones,
etc.), to relocate Tenant to other premises within the Building of equal or
greater kind and quality. In no event shall any relocation accomplished pursuant
to this section result in an increase in the rent payable under this lease.
36.07 - Tenant further agrees not to look to the Mutual Benefit Life Insurance
Company ("Mutual"), whether as mortgagee, mortgagee in possession or successor
in title to the property, for accountability for any security deposit required
by the Landlord under said Lease or interest thereon if Tenant is entitled to
same under the Lease or at law, unless such sums have actually been received by
Mutual as cash security for Tenant's performance of this Lease.
ARTICLE 37 - SECURITY DEPOSIT
37.01 - Tenant will provide to Landlord a security deposit equal to one month
base rent ($8,087.58) at the lease execution. Landlord shall return the Security
Deposit to Tenant within 30 days of the Tenant's expiration of the Lease and
Tenant is not in default at such time and space is delivered subject to normal
wear and tear.
IN WITNESS WHEREOF, Landlord and Tenant have signed their names and
affixed their seals the day and year first above written.
(LANDLORD)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Associates, Inc.
A New Jersey Limited Partnership
ATTEST:
/s/ Signature Illegible By: /s/ Signature Illegible
(TENANT)
▇▇▇▇▇▇ Group Inc.
A Delaware Corporation
ATTEST:
/s/ Signature Illegible /s/ Signature Illegible
29
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EXHIBIT "A-2"
-------------
DESCRIPTION OF PROPERTY ▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
All that certain lot, tract or parcel of land situate, lying and being in the
Township of West Windsor, County of ▇▇▇▇▇▇, and State of New Jersey, and being
more particularly bounded and described as follows:
BEGINNING at a point in the southwesterly line of Alexander Road (now or about
to become 40" half right-of-way), said point being distant 444.37 feet measured
on a bearing South 44 degrees 40' 00" East from a monument set at the
intersection of said southwesterly line of Alexander Road with the southerly
line of the jughandle connecting said line of Alexander Road with the
southeasterly line of Brunswick Pike (U.S. Route 1) (100' right-of-way), said
point of beginning being the most easterly corner of Lot 68, Section 9 (all lot
identification as per West Windsor Township Tax Atlas Data), lands now or
formerly of Carnegie Center Associates, and from said point of beginning
running, thence -
1) South 44 degrees 40' 00" East, 447.90 feet along the aforementioned
southwesterly line of Alexander Road to a monument now or about to be set at the
most northerly corner of Lot 21, Section 9, lands now or formerly of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, thence -
2) South 42 degrees 59' 55" West, 957.43 feet along the northwesterly line of
Lot 21 and beyond, along the northwesterly line of Lot 64, Section 9, lands now
or formerly of Princeton Applied Research Corporation, to a point, said point
being the northeasterly corner of ▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇ now or formerly
of Carnegie Center Associates, thence -
3) North 47 degrees 15' 05" West, 443.27 feet along the northeasterly line of
said Lot 70 to a point, said point being the most southerly corner of the
aforementioned Lot 68, thence -
4) North 42 degrees 44' 55" East, 977.62 feet along the southeasterly line of
said Lot 68 to a point and place of Beginning.
Containing 430,916 square feet or 9.892 acres of land more or less.
42
EXHIBIT "B"
-----------
COMMENCEMENT DATE AGREEMENT
---------------------------
THIS AGREEMENT made the 14 day of January, 1992, by and between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Associates (Landlord) and ▇▇▇▇▇▇ Group, Inc. (Tenant).
WITNESSETH:
-----------
WHEREAS, Landlord and Tenant entered into a Lease dated January 14,
1992 setting forth the terms of occupancy by Tenant a portion of a building
located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS, the Lease is for a term of ten (10) years with the
"Commencement Date" of the term being defined in Section 2.01 of the Lease; and
WHEREAS, it has been determined in accordance with the provisions of
Section 2.01 that March 15, 1992 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 term of the Lease is March 15, 1992 and
the termination date thereof is March 31, 2002.
2. This agreement is executed by the parties for the purpose of
providing a record of the commencement and termination dates of the term of the
Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first above written.
ATTEST: ▇▇▇▇▇▇ Group, Inc.
(TENANT)
/s/ Signature Illegible By: /s/ Signature Illegible
Title) VICE PRESIDENT, C.F.O.
43
EXHIBIT "D"
-----------
RULES & REGULATIONS
-------------------
1. The sidewalks, lobbies, halls, passages, elevators and stairways shall not be
obstructed by any of the tenants, nor used by them for any other purpose than
for ingress and egress to and from their respective offices, nor shall they be
used as a waiting or lounging place for tenants' employees, or those having
business with tenants. The halls, passages, elevators and stairways are not for
the use of the general public, and Landlord retains in all cases the right to
control and prevent access to any part of said building of all persons whose
presence, in the judgment of Landlord of Landlord's employees, may be
prejudicial to the safety, character, reputation or interests of the building
and its tenants. In case of invasion, mob, riot, public excitement or other
commotion, Landlord reserves the right to prevent access to the building during
the continuance of same by closing the doors or otherwise, for the safety of
tenants and the protection of property in said building. During other than
business hours, access to the Building may also be refused, unless the person
seeking admission is identified and the production of a key to such premises may
in addition be required. Landlord shall in no case be liable in damages for the
admission or exclusion of any person from said building. No tenant and no
employees or invitees of tenant shall go upon the roof of building.
2. The floors, walls, partitions, skylights, windows, doors and transoms that
reflect or admit light into passageways or into any place in said Building shall
not be covered or obstructed by any of the tenants; provided, however, that
tenants may install curtains or draperies on the windows. The toilet-rooms,
sinks and other water apparatus shall not be used for any purpose other than
those for which they were constructed and no sweepings, rubbish, rags, ashes,
chemicals or refuse shall be thrown or placed therein. The cost of any damage
resulting from such misuses or abuse shall be borne and immediately paid by
tenant by whom, or by whose employees, it shall have been caused.
3. Nothing shall be placed by tenants or their employees on the outside of the
building.
4. No sign, placard, picture, advertisement, notice or name, temporary or
permanent, shall be inscribed, displayed, printed, painted or affixed on or to
any part of the outside or inside of said building without written consent of
Landlord and in such character, color, size and material and place as designated
by Landlord. Landlord shall have the right to remove any such sign, placard,
picture, advertisement, name or notice with notice to and at the expense of
tenant. All approved signs or letters on doors shall be printed, painted,
affixed or inscribed at the expense of tenant by a person approved by the
Landlord.
5. Tenant shall see that the doors of the premises are closed and
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securely locked before leaving the building and must observe strict care and
caution that all water faucets or water apparatus are entirely shut off before
tenant or tenant's employees leave the building, and that all electricity shall
likewise be carefully shut off, so as to prevent waste or damage, and for any
default or carelessness, tenant shall make good all injuries sustained by other
tenants or occupants of the building or Landlord.
6. Tenants, their employees or others, shall not make or commit any improper
noises or disturbances of any kind in the building, nor smoke in the elevators,
▇▇▇▇ or defile the elevators, bathrooms or the walls, windows, doors or any part
of the building, nor interfere in any way with other tenants, or those having
business in the building. Tenants shall be liable for all damage to the building
done by their employees.
7. No tenant shall sweep or throw, or permit to be swept or thrown, from the
premises any dirt or other substance into any of the corridors or halls,
elevators or stairways of the building, or into any of the light-shafts or
ventilators thereof.
8. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the building, or permit or suffer the building to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the premises or the
building, except for laboratory purposes.
9. If the tenants desire to introduce signalling, telegraphic, telephonic or
other wires and instruments, Landlord will direct the electricians as to where
and how the same are to be placed; and, without such direction, no placing,
boring or cutting for wires will be permitted. Landlord retains, in all cases,
the right to require the placing and using of such electrical protecting devices
to prevent the transmission of excessive currents of electricity into or through
the building, to require the changing of wires and of their placing and
arrangement underground, or otherwise, as Landlord may direct, and further to
require compliance on the part of all using or seeking access to such wires with
such rules as Landlord may establish relating thereto; and, in the event of
non-compliance by tenants or by those furnishing service by or using such wires,
or by others with the directions, requirements or rules, Landlord shall have the
right to immediately cut, displace and prevent the use of such wires. Notice
requiring such changing of wires and their replacing and rearrangement given by
Landlord to any company or individual furnishing service, by means of such wires
to any tenant, shall be regarded as notice to such tenants and shall take effect
immediately. All wires used by tenants must be clearly tagged at the
distributing boards and junction boxes and elsewhere in the building with the
number of the office to which said wires lead and the purpose for which said
wires respectively are used, together with the name of the company operating
same.
10. A directory in a conspicuous place on the first floor, with the names
45
of tenants, will be provided by Landlord.
11. No varnish, stain, paint, linoleum, oilcloth, rubber or other air-tight
covering shall be laid or put upon the floors; nor shall articles be fastened
to, or holes drilled, or nails or screws driven into walls, doors or partitions;
nor shall the walls, doors or partitions be painted, papered, or otherwise
covered or in any way marked or broken; nor shall machinery of any kind be
operated on the premises; nor shall any tenant use any other method of heating
than that provided by Landlord; without the written consent of the Landlord,
which consent shall not be unreasonably withheld. Tenant shall not use or keep
in the building any kerosene, gasoline or inflammable or combustible fluid or
material, or use any method of heating or air conditioning other than that
supplied by Landlord.
12. The delivery of materials and other supplies to tenants in the building will
be permitted only under the direction, control and supervision of the Landlord.
No furniture, freight or equipment of any kind shall be brought into the
building without the consent of Landlord, and all moving of the same into or out
of the building shall be done at such time and in such manner as Landlord shall
designate. Landlord shall have the right to prescribe the weight, size and
position of all safes, files and other heavy equipment brought into the
building, and also the times and manner of moving the same in and out of the
building. Safes or other heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as is necessary to properly
distribute the weight. Landlord will not be responsible for loss of, or damage
to, any such property from any cause, and all damage done to the building by
moving or maintaining such property shall be repaired at the expense of the
tenant. No furniture, packages, supplies, equipment or merchandise shall be
received in the building, or carried up or down in the elevators, except between
such hours and in such elevators as shall be designated by the Landlord.
13. Tenant shall not employ any person or persons other than the janitor of
Landlord for the purpose of cleaning the premises unless otherwise agreed to by
Landlord. Except with the written consent of Landlord, no person or persons
other than those approved by Landlord shall be permitted to enter the building
for the purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by reason of tenants' carelessness or indifference in the preservation of
good order and cleanliness. Landlord shall in nowise be responsible to tenant
for any loss of property on the premises, however occurring, or for any damage
done to the effects of tenant by the janitor or any other employee or person.
Janitor service shall include ordinary dusting and cleaning by the janitor
assigned to such work, and shall not include cleaning of carpets or rugs, except
normal vacuuming or moving of furniture or other special services.
14. No vending machine or machines of any description shall be installed,
maintained or operated upon the premises without the written consent of the
Landlord.
15. Without the written consent of Landlord, tenant shall not use the name of
the building in connection with, or in promoting or advertising the business of
tenant, except as tenant's address.
16. The word "building" as used herein means the building of which the premises
are a part.
17. Tenant shall not install coathooks or other similar devices on the doors of
his premises.
18. Tenant shall provide chair pads for all desk chairs of the swivel-base type
that are used on carpeted areas.
19. The use of rooms as sleeping apartments is prohibited.
20. All entrance doors leading from the hallways are to be kept closed at all
times.
21. For the protection of tenants, the Landlord reserves the right to refuse
admittance to the building between the hours of 6:00 p.m. and 8:00 a.m., Monday
through Friday, and from 1:00 p.m. Saturday to 8:00 a.m. Monday to any person
not producing both a key to such tenant's office or suite and proper
identification.
22. The following keys will be provided:
a. One building entrance key for each 1,500 sq. ft. of rentable space
in the Premises.
46
b. One entrance key to the tenant space for each 1,500 sq. ft. of
rentable space in the Premises.
c. Two keys for each passage lock within the Premises.
d. One master key for the Premises.
Additional keys may be purchased at cost. No locks are to be changed,
added or re-keyed except by Landlord. All keys must be signed for and returned
when the Premises are vacated. Should a key be lost or stolen, tenant will pay
for re-keying locks and reissuing keys.
23. The above rules and regulations, or any further rules and regulations, are
for the exclusive benefit of and enforceable only by Landlord herein, and they
shall not inure to the benefit of tenant herein as against other tenants, or in
favor of other tenants as against tenant herein; nor does Landlord warrant to
enforce them against other tenants; provided, however, that Landlord, in any
enforcement of said rules and regulations, shall enforce them uniformly as to
all tenants in the building.
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EXHIBIT "E"
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CLEANING SERVICES
-----------------
CLEANING
--------
Cleaning Services provided five (5) days per week unless otherwise specified.
Cleaning hours Monday through Friday, between 6:00 p.m. and before 8:00 a.m. of
the following day.
On the last day of the week, the work will be done after 6:00 p.m. Friday, but
before 8:00 a.m. Monday.
No cleaning on holidays.
OFFICE AREA
-----------
Furniture and fixtures within reach will be dusted and desk tops will be wiped
clean.Ash trays to be emptied and cleaned. Window ▇▇▇▇▇ and baseboards to be
dusted an washed when necessary.
Office wastepaper baskets will be emptied nightly.
Cartons or refuse in excess of that which can be placed in wastebaskets will not
be removed. Tenants are required to place such unusual refuse in trash cans.
Cleaner will not remove or clean tea or coffee cups or similar containers: also,
if such liquids are spilled in wastebaskets, the wastebaskets will be emptied
but not otherwise cleaned.
Hard floors will be swept daily and washed and waxed monthly.
Carpets will be vacuumed nightly.
Wipe clean all glass, brass and other bright work weekly.
Dust all pictures, charts, wall hangings monthly that are not reached in nightly
cleaning.
Dust all vertical surfaces to include doors, bucks and partitions monthly,
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Dust all ventilating louvers and other such installations monthly.
Lavatories
----------
All lavatory floors to be swept and washed with disinfectant nightly. Tile walls
and dividing partitions to be washed and disinfected weekly. Basins, bowls,
urinals to be washed and disinfected daily.
Mirrors, shelves, plumbing work, bright work, and enamel surfaces cleaned
nightly.
Waste receptacles will be emptied and cleaned and wash dispensaries to be filled
with appropriate tissues, towels, soap nightly.
Main Lobby Elevators, Building Exterior and Corridors
-----------------------------------------------------
Wipe and wash all floors in Main Lobby nightly.
Wipe and/or vacuum elevator floors nightly.
Polish floors weekly in elevator.
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EXHIBIT "F"
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LEGAL HOLIDAY SCHEDULE
----------------------
New Year's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day