LEASE AGREEMENT
THIS AGREEMENT is made the 13th day of June, One Thousand Nine Hundred and
Eighty-Eight (1988), by and between
LINE LEXINGTON MANAGEMENT CORP. (a Pennsylvania Corporation) of
Xxxxxxx Xxxxx X, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 (hereinafter called
Lessor), of the one part, and
TELESCIENCES C O SYSTEMS, INC. (a Delaware Corporation) of 000 Xxx
Xxxxxx Xxxx, Xxxxxxxxxx, N.J. 08057-1177 (hereinafter called Lessee), of the
other part (the "Parties").
Premises:
Lessor does hereby demise and let unto Lessee all that certain 34,000 sq.ft.
Building situate 000 Xxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxx, (Lot 3, Block 214F of the Tax Map) to be used and occupied as Office,
Light Manufacturing, Assembly and Storage and for no other purpose; said
building is fully heated and air conditioned.
Term and Commencement Date:
The term of this Agreement shall be five (5) years and eleven (11) days
commencing on the Twenty-First day of August, One Thousand Nine Hundred and
Eighty-Eight (1988) and ending the Thirty First day of August, One Thousand Nine
Hundred and Ninety-Three (1993). Lessee shall be responsible for procuring any
new or additional operating or occupancy Permits, if necessary, and to pay the
fee(s) for same. Lessee agrees also to apply for any such Permit(s) within 10
days of the execution of this Agreement. Rent shall not be waived or prorated as
a result of any delay or failure on the part of Lessee to procure necessary
Permits.
Upon the following Conditions and Covenants:
Payment 1st: The Tenant covenants and agrees to pay to the Landlord, as rent
of Rent for and during the term hereof, the sum of ONE HUNDRED AND TWENTY
THOUSAND DOLLARS ($120,000.00), lawful money of the United States of
America, payable in monthly installments in advance during the said
term of this Lease in sums of TEN THOUSAND DOLLARS ($10,000.00) on
the First day of each month, full rent to commence on September lst,
1988. The August 1988 rental payment shall be prorated between the
current Lease, which expires on August 20, 1988, and this new
Agreement; said payment in the amount of $6,748.39 shall be due on
August lst, 1988. The rental for the period September 1, 1991
through August 31, 1993 shall be increased to ONE HUNDRED AND TWENTY
EIGHT
THOUSAND, FIVE HUNDRED AND TWENTY DOLLARS ($128,520.00) payable in
monthly installments of TEN THOUSAND, SEVEN HUNDRED AND TEN DOLLARS
($10,710.00).
Repairs 2nd: The Tenant has examined the premises and has entered into this
and Care lease without any representation on the part of the Landlord as to
the condition thereof. The Tenant shall take good care of the
premises and shall at the Tenant's own cost and expense, make all
repairs, including painting and decorating, and shall maintain the
premises in good condition and state of repair, and at the end or
other expiration of the term hereof, shall deliver up the rented
premises in good order and condition, wear and tear from a
reasonable use thereof, and damage by the elements not resulting
from the neglect or fault of the Tenant, excepted. The Tenant shall
neither encumber nor obstruct the sidewalks, driveways, yards,
entrances, hallways and stairs, but shall keep and maintain the same
in a clean condition, free from debris, trash, refuse, snow and ice.
Glass, etc. 3rd: In case of the destruction of or any damage to the glass in the
Damage leased premises, or the destruction of or damage of any kind
Repairs whatsoever to the said premises, the Tenant shall repair the said
damage or replace or restore any destroyed parts of the premises, as
speedily as possible, at the Tenant's own cost and expense.
Alterations 4th: No alterations, additions or improvements shall be made, and no
Improve- climate regulating, air conditioning, cooling, heating or sprinkler
ments systems, television or radio antennas, heavy equipment, apparatus
and fixtures, shall be installed in or attached to the leased
premises, without the written consent of the Landlord. Unless
otherwise provided herein, all such alterations, additions or
improvements and systems, when made, installed in or attached to the
said premises, shall belong to and become the property of the
Landlord and shall be surrendered with the premises and as part
thereof upon the expiration or sooner termination of this lease,
without hindrance, molestation or injury.
Signs 5th: The Tenant shall not place nor allow to be placed any signs of
any kind whatsoever, upon, in or about the said premises or any part
thereof, except of a design and structure and in or at such places
as may be indicated and consented to by the Landlord in writing. In
case the Landlord or the Landlord's agents, employees or
representatives shall deem it necessary to remove any such signs in
order to paint or make any repairs, alterations or improvements in
or upon said premises or any part thereof, they may be so removed,
but shall be replaced at the Landlord's expense when the said
repairs, alterations or improvements shall have been completed. Any
signs permitted by the Landlord shall at all times conform with all
municipal ordinances or other laws and regulations applicable
thereto.
Utilities 6th: The Tenant shall pay when due all the rents or charges for
water or other utilities used by the Tenant, which are or may be
assessed or imposed upon the leased premises or which are or may be
charged to the Landlord by the suppliers thereof during the term
hereof,
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and if not paid, such rents or charges shall be added to and become
payable as additional rent with the installment of rent next due or
within 30 days of demand therefor, whichever occurs sooner.
Compliance 7th: The Tenant shall promptly comply with all laws, ordinances,
with Laws rules, regulations, requirements and directives of the Federal,
etc. State and Municipal Governments or Public Authorities and of all
their departments, bureaus and subdivisions, applicable to and
affecting the said premises, their use and occupancy, for the
correction, prevention and abatement of nuisances, violations or
other grievances in, upon or connected with the said premises,
during the term hereof; and shall promptly comply with all orders,
regulations, requirements and directives of the Board of Fire
Underwriters or similar authority and of any insurance companies
which have issued or are about to issue policies of insurance
covering the said premises and its contents, for the prevention of
fire or other casualty, damage or injury, at the Tenant's own cost
and expense.
Liability 8th: The Tenant, at Tenant's own cost and expense, shall obtain or
in provide and keep in full force for the benefit of the Landlord,
Insurance during the term hereof, general public liability insurance, insuring
See Par. 41 the Landlord against any and all liability or claims of liability
arising out of, occasioned by or resulting from any accident or
otherwise in or about the leased premises, for injuries to any
person or persons and for loss or damage to the property of any
person or persons. The policy or policies of insurance shall be of a
company or companies authorized to do business in this State and
shall be delivered to the Landlord, together with evidence of the
payment of the premiums therefor, not less than fifteen days prior
to the commencement of the term hereof or of the date when the
Tenant shall enter into possession, whichever occurs sooner. At
least fifteen days prior to the expiration or termination date of
any policy, the Tenant shall deliver a renewal or replacement policy
with proof of the payment of the premium therefor. The Tenant also
agrees to and shall save, hold and keep harmless and indemnify the
Landlord from and for any and all payments, expenses, costs,
attorney fees and from and for any and all claims and liability for
losses or damage to property or injuries to persons occasioned
wholly or in part by or resulting from any acts or omissions by the
Tenant or the Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors, or for any cause or
reason whatsoever arising out of or by reason of the occupancy by
the Tenant and the conduct of the Tenant's business.
Assignment 9th: The Tenant shall not, without the written consent of the
Landlord, assign this lease, nor sublet or sublease the premises or
any part thereof, which consent shall not be unreasonably withheld.
Restriction 10th: The Tenant shall not occupy or use the leased premises or any
of Use part thereof, nor permit or suffer the same to be occupied or used
for any purposes other than as herein limited, nor for any purpose
deemed unlawful, disreputable, or extra hazardous, on account of
fire or other casualty.
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Mortgage 11th: This lease shall not be a lien against the said premises in
Priority respect to any mortgages that may hereafter be placed upon said
premises. The recording of such mortgage or mortgages shall have
preference and precedence and be superior and prior in lien to this
lease, irrespective of the date of recording and the Tenant agrees
to execute any instruments, without cost, which may be deemed
necessary or desirable, to further effect the subordination of this
lease to any such mortgage or mortgages. A refusal by the Tenant to
execute such instruments shall entitle the Landlord to the option of
cancelling this lease, and the term hereof is hereby expressly
limited accordingly.
Condemna- 12th: If the land and premises leased herein, or of which the leased
tion premises are a part, or any portion thereof, shall be taken under
Eminent eminent domain or condemnation proceedings, or if suit or other
Domain action shall be instituted for the taking or condemnation thereof,
or if in lieu of any formal condemnation proceedings or actions, the
Landlord shall grant an option to purchase and or shall sell and
convey the said premises or any portion thereof, to the governmental
or other public authority, agency, body or public utility, seeking
to take said land and premises or any portion thereof, then this
lease, at the option of the Landlord, shall terminate, and the term
hereof shall end as of such date as the Landlord shall fix by notice
in writing; and the Tenant shall have no claim or right to claim or
be entitled to any portion of any amount which may be awarded as
damages or paid as the result of such condemnation proceedings or
paid as the purchase price for such option, sale or conveyance in
lieu of formal condemnation proceedings; and all rights of the
Tenant to damages, if any, are hereby assigned to the Landlord. The
Tenant agrees to execute and deliver any instruments, at the expense
of the Landlord, as may be deemed necessary or required to expedite
any condemnation proceedings or to effectuate a proper transfer of
title to such governmental or other public authority, agency, body
or public utility seeking to take or acquire the said lands and
premises or any portion thereof. The Tenant covenants and agrees to
vacate the said premises, remove all the Tenant's personal property
therefrom and deliver up peaceable possession thereof to the
Landlord or to such other party designated by the Landlord in the
aforementioned notice. Failure by the Tenant to comply with any
provisions in this clause shall subject the Tenant to such costs,
expenses, damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.
Fire and 13th: In case of fire or other casualty, the Tenant shall give
other immediate notice to the Landlord. If the premises shall be partially
Casualty damaged by fire, the elements or other casualty, the Landlord shall
repair the same as speedily as practicable, but the Tenant's
obligation to pay the rent hereunder shall not cease. If, in the
opinion of the Landlord, the premises be so extensively and
substantially damaged as to render them untenantable, then the rent
shall cease until such time as the premises shall be made tenantable
by the Landlord. However, if, in the opinion of the Landlord, the
premises be totally destroyed or so extensively and substantially
damaged as to require practically a rebuilding thereof, then the
rent shall be paid up to the time of such destruction and then and
from thenceforth this lease shall come to an end. In no event
however, shall the provisions of this clause become effective or be
applicable, if the fire or other casualty and damage shall be the
result of the carelessness, negligence or improper conduct of the
Tenant or the Tenant's agents, employees, guests,
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licensees, invitees, subtenants, assignees or successors. In such
case, the Tenant's liability for the payment of the rent and the
performance of all the covenants, conditions and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be
liable to the Landlord for the damage and loss suffered by the
Landlord. If the Tenant shall have been insured against any of the
risks herein covered, then the proceeds of such insurance shall be
paid over to the Landlord to the extent of the Landlord's costs and
expenses to make the repairs hereunder, and such insurance carriers
shall have no recourse against the Landlord for reimbursement.
Reimburse- 14th: If the Tenant shall fail or refuse to comply with and perform
ment of any conditions and covenants of the within lease, the Landlord may,
Landlord if the Landlord so elects, carry out and perform such conditions and
covenants, at the cost and expense of the Tenant, and the said cost
and expense shall be payable on demand, or at the option of the
Landlord shall be added to the installment of rent due immediately
thereafter but in no case later than one month after such demand,
whichever occurs sooner, and shall be due and payable as such. This
remedy shall be in addition to such other remedies as the Landlord
may have hereunder by reason of the breach by the Tenant of any of
the covenants and conditions in this lease contained.
Inspection 15th: The Tenant agrees that the Landlord and the Landlord's agents,
and employees or other representatives, shall have the right to
Repair enter into and upon the said premises or any part thereof,
at all reasonable hours, for the purpose of examining the
same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall
not be deemed to be a covenant by the Landlord nor be construed to
create an obligation on the part of the Landlord to make such
inspection or repairs.
Right to 16th: The Tenant agrees to permit the Landlord and the Landlord's
Exhibit agents, employees or other representatives to show the premises to
persons wishing to rent or purchase the same, and Tenant agrees that
on and after 120 days next preceding the expiration of the term
hereof, the Landlord or the Landlord's agents, employees or other
representatives shall have the right to place notices on the front
of said premises or any part thereof, offering the premises for rent
or for sale; and the Tenant hereby agrees to permit the same to
remain thereon without hindrance or molestation.
Increase of 17th: If for any reason it shall be impossible to obtain fire and
Insurance other hazard insurance on the building and improvements on the
Rates leased premises, in an amount and in the form and in insurance
See companies acceptable to the Landlord, the Landlord may, if the
Par. 39 Landlord so elects at any time thereafter, terminate this lease and
the term hereof, upon giving to the Tenant fifteen days notice in
writing of the Landlord's intention so to do, and upon the giving of
such notice, this lease and the term thereof shall terminate.
Removal of 18th: Any equipment, fixtures, goods or other property of the
Tenant's Tenant, not removed by the Tenant upon the termination of this
lease, or upon any quitting, vacating or abandonment of the premises
by the Tenant, or upon the Tenant's eviction, shall be considered as
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Property abandoned and the Landlord shall have the right, without any notice
to the Tenant, to sell or otherwise dispose of the same, at the
expense of the Tenant, and shall not be accountable to the Tenant
for any part of the proceeds of such sale, if any.
Remedies 19th: If there should occur any default on the part of the Tenant in
upon the performance of any conditions and covenants herein contained, or
Tenant's if during the term hereof the premises or any part thereof shall be
Default or become abandoned or deserted, vacated or vacant, or should the
Tenant be evicted by summary proceedings or otherwise, the Landlord,
in addition to any other remedies herein contained or as may be
permitted by law, may either by force or otherwise, without being
liable for prosecution therefor, or for damages, re-enter the said
premises and the same have and again possess and enjoy; and as agent
for the Tenant or otherwise, re-let the premises and receive the
rents therefor and apply the same, first to the payment of such
expenses, reasonable attorney fees and costs, as the Landlord may
have been put to in re-entering and repossessing the same and in
making such repairs and alterations as may be necessary; and second
to the payment of the rents due hereunder. The Tenant shall remain
liable for such rents as may be in arrears and also the rents as may
accrue subsequent to the re-entry by the Landlord, to the extent of
the difference between the rents reserved hereunder and the rents,
if any, received by the Landlord during the remainder of the
unexpired term hereof, after deducting the aforementioned expenses,
fees and costs; the same to be paid as such deficiencies arise and
are ascertained each month.
Termination 20th: Upon the occurrence of any of the contingencies set forth in
on Default the preceding clause, or should the Tenant be adjudicated a
bankrupt, insolvent or placed in receivership, or should proceedings
be instituted by or against the Tenant for bankruptcy, insolvency,
receivership, agreement of composition or assignment for the benefit
of creditors, or if this lease or the estate of the Tenant hereunder
shall pass to another by virtue of any court proceedings, writ of
execution, levy, sale, or by operation of law, the Landlord may, if
the Landlord so elects, at any time thereafter, terminate this lease
and the term hereof, upon giving to the Tenant or to any trustee,
receiver, assignee or other person in charge of or acting as
custodian of the assets or property of the tenant, five days notice
in writing, of the Landlord's intention so to do. Upon the giving of
such notice, this lease and the term hereof shall end on the date
fixed in such notice as if the said date was the date originally
fixed in this lease for the expiration hereof; and the Landlord
shall have the right to remove all persons, goods, fixtures and
chattels therefrom, by force or otherwise, without liability for
damages.
Non-Liabil- 21st: The Landlord shall not be liable for any damage or injury
ity of which may be sustained by the Tenant or any other person, as a
Landlord consequence of the failure, breakage, leakage or obstruction of the
water, plumbing, steam, sewer, waste or soil pipes, roof, drains,
leaders, gutters, valleys, downspouts or the like or of the
electrical, gas, power, conveyor, refrigeration, sprinkler, air
conditioning or heating systems, elevators or hoisting equipment; or
by reason of the elements; or resulting from the carelessness,
negligence or improper conduct on the part of any other Tenant or of
the Landlord or the Landlord's or this or any other Tenant's agents,
employees, guests, licensees, invitees, subtenants,
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assignees or successors; or attributable to any interference with,
interruption of or failure, beyond the control of the landlord, of
any services to be furnished or supplied by the Landlord.
Non-Waiver 22nd: The various rights, remedies, options and elections of the
by Landlord Landlord, expressed herein, are cumulative, and the failure of the
Landlord to enforce strict performance by the Tenant of the
conditions and covenants of this lease or to exercise any election
or option or to resort or have recourse to any remedy herein
conferred or the acceptance by the Landlord of any installment of
rent after any breach by the Tenant, in any one or more instances,
shall not be construed or deemed to be a waiver or a relinquishment
for the future by the Landlord of any such conditions and covenants,
options, elections or remedies, but the same shall continue in full
force and effect.
Non-Per- 23rd: This lease and the obligation of the Tenant to pay the rent
formance hereunder and to comply with the covenants and conditions hereof,
by Landlord shall not be affected, curtailed, impaired or excused because of the
Landlord's inability to supply any service or material called for
herein, by reason of any rule, order, regulation or preemption by
any governmental entity, authority, department, agency or
subdivision or for any delay which may arise by reason of
negotiations for the adjustment of any fire or other casualty loss
or because of strikes or other labor trouble or for any cause beyond
the control of the Landlord.
Validity 24th: The terms, conditions, covenants and provisions of this lease
of Lease shall be deemed to be severable. If any clause or provision herein
contained shall be adjudged to be invalid or unenforceable by a
court of competent jurisdiction or by operation of any applicable
law, it shall not affect the validity of any other clause or
provision herein, but such other clauses or provisions shall remain
in full force and effect.
Notices 25th: All notices required under the terms of this lease shall be
given and shall be complete by mailing such notices by certified or
registered mail, return receipt requested, to the address of the
parties as shown at the head of this lease, or to such other address
as may be designated in writing, which notice of change of address
shall be given in the same manner.
Title and 26th: The Landlord covenants and represents that the Landlord is the
Quiet owner of the premises herein leased and has the right and authority
Enjoyment to enter into, execute and deliver this lease; and does further
covenant that the Tenant on paying the rent and performing the
conditions and covenants herein contained, shall and may peaceably
and quietly have, hold and enjoy the leased premises for the term
aforementioned.
Entire 27th: This lease contains the entire contract between the parties.
Contract No representative, agent or employee of the Landlord has been
authorized to make any representations or promises with reference to
the within letting or to vary, alter or modify the terms hereof. No
additions, changes or modifications, renewals or extensions hereof,
shall be binding unless reduced to writing and signed by the
Landlord and the Tenant.
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Mechanics' 30th: If any mechanics' or other liens shall be created or filed
Lien against the leased premises by reason of labor performed or
materials furnished for the Tenant in the erection, construction,
completion, alteration, repair or addition to any building or
improvement, the Tenant shall within fifteen days thereafter, at the
Tenant's own cost and expense, cause such lien or liens to be
satisfied and discharged of record together with any Notices of
Intention that may have been filed. Failure so to do, shall entitle
the Landlord to resort to such remedies as are provided herein in
the case of any default of this lease, in addition to such as are
permitted by law.
Waiver of 31st: The Tenant waives all rights of recovery against the Landlord
Subrogation or Landlord's agents, employees or other representatives, for any
Rights loss, damages or injury of any nature whatsoever to property or
persons for which the Tenant is insured. The Tenant shall obtain
from the Tenant's insurance carriers and will deliver to the
Landlord, waivers of the subrogation rights under the respective
policies.
Security 32nd: The Tenant has this day deposited with the Landlord the sum of
See $10,000.00 as security for the payment of the rent hereunder and the
Par. 36 full and faithful performance by the Tenant of the covenants and
conditions on the part of the Tenant to be performed. Said sum shall
be returned to the Tenant, without interest, after the expiration of
the term hereof, provided that the Tenant has fully and faithfully
performed all such covenants and conditions and is not in arrears in
rent. During the term hereof, the Landlord may, if the Landlord so
elects, have recourse to such security, to make good any default by
the Tenant, in which event the Tenant shall, on demand, promptly
restore said security to its original amount. Liability to repay
said security to the Tenant shall run with the reversion and title
to said premises, whether any change in ownership thereof be by
voluntary alienation or as the result of judicial sale, foreclosure
or other proceedings, or the exercise of a right of taking or entry
by any mortgagee. The Landlord shall assign or transfer said
security, for the benefit of the Tenant, to any subsequent owner or
holder of the reversion or title to said premises, in which case the
assignee shall become liable for the repayment thereof as herein
provided, and the assignor shall be deemed to be released by the
Tenant from all liability to return such security. This provision
shall be applicable to every alienation or change in title and shall
in no wise be deemed to permit the Landlord to retain the security
after termination of the Landlord's ownership of the reversion or
title. The Tenant shall not mortgage, encumber or assign said
security without the written consent of the Landlord.
33. Place of Payment:
All rent shall be payable without prior notice or demand at the
office of the Lessor, address listed above, or at such other place
as Lessor may designate from time to time by notice in writing.
Lessee shall be subject to a late penalty of three (3%) percent of
the monthly rental unless Lessee's payment is received by Lessor at
its offices before the close of business on the 12th day of each
month.
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34. Agency:
It is hereby expressly agreed and understood that Xxxxxxx Xxxxxx is
acting as Agent only, and shall not in any event be held liable to
the Lessor or to Lessee for the fulfillment or nonfulfillment of any
of the terms or conditions of this Lease or for any action or
proceedings that may be taken by the Lessor against Lessee or by
Lessee against the Lessor. Lessor agrees to pay agent, his successor
or assigns, a six (6%) percent commission on the net rental, as rent
is collected by Lessor. This provision shall be binding upon
Lessor's successors or assigns, and shall continue during any period
of renewal or extension in which Lessee continues to occupy the
Premises and pay rent.
35. Termination:
A. The Expiration Date of this Lease shall be August 31st,
1993, five years and eleven days from the Commencement Date hereof,
and the Lease shall expire without the necessity of any notice from
either party to the other.
B. In the event that Lessee shall fail or refuse to vacate on
the Expiration Date or any extension thereof, then it is expressly
agreed that, if rent is accepted by Lessor for any period after the
Expiration Date and only for so long as rent is accepted, such
holding over of the Premises by Lessee shall create a tenancy from
month to month subject to all the same terms and conditions as are
in effect on the last day of the preceding term -- except that the
monthly rent shall be increased to an amount equal to twice the
minimum monthly rent effective on the last day of the preceding
term. All powers granted to Lessor by this Lease may be exercised
and all obligations imposed upon Lessee by this Lease shall be
performed by Lessee as well, during any holding over or extension of
the original term of this Lease, as during the original term itself.
C. Lessee shall surrender the Premises to Lessor in good order
and condition. So long as Lessee is not in default hereinunder, all
furniture, trade fixtures and/or equipment installed in the Premises
at the expense of Lessee shall remain the property of Lessee, and
Lessee shall have the right to remove same during the term of this
Lease and any renewal or extension thereof; provided however that
Lessee agrees to repair at its cost and expense any damage done to
the Premises by reason of the removal of such furniture, fixtures or
equipment. Any improvements made hereunder by Lessee shall, only at
Lessor's option, remain upon the Premises at the termination of
this Lease. Otherwise, Lessee shall remove said improvements at its
expense, and return the Premises to substantially the same condition
that existed on the Date the Lease was executed, wear and tear from
a reasonable use thereof and damage by the elements not resulting
from the neglect or fault of Lessee excepted.
D. Lessee shall have the option of terminating the Lease
during the period extending from the first day of the Twenty-Fifth
month through the last day of the Thirty-Sixth month provided,
during said option period, Lessee gives Notice to lessor at least
six (6) months in advance of the Termination Date and prepays Lessor
the equivalent of six (6) months rent
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beyond the Termination Date; said payment shall be received by
Lessor at least ten (10) days prior to commencement of moving out
Lessee's property. The Termination Date shall be the Date upon which
Lessee has completely vacated the Premises.
36. Security Deposit:
Lessee does herewith deposit with Lessor the sum of Three Thousand,
One Hundred and Ninety-Nine Dollars and Thirty-One Cents ($3,199.31)
to be added to the current deposit of $4,175.00 plus accrued
interest in the amount of $2,625.69, together which equals one month
rent and shall be held by Lessor as security for the full and
faithful performance by Lessee of Lessee's obligations under this
Lease and for the payment of damages to the demised Premises. Except
for such sum(s) as shall be lawfully applied by Lessor to satisfy
valid claims against Lessee arising from defaults under this Lease
or by reason of damages to the demised Premises, the Security
Deposit shall be returned to Lessee at the expiration of the term or
any renewal or extension thereof. Lessee understands and agrees that
no part of the Security Deposit shall be used or construed by Lessee
as payment for any of its obligations hereinunder except as Security
Deposit. Simple interest at five percent per annum shall be credited
once annually to Lessee's Security Deposit Account.
37. Condition of Premises:
Lessee agrees to accept and occupy the Premises in its present "as
is" condition as of the date of execution of this Lease, and any
alterations which Lessee desires to make to the Premises shall be
done at Lessee's sole expense and liability in strict accordance
with the provisions of Paragraph 38 hereinunder. Lessor shall not be
held responsible or liable for the furnishing of any utility
services or for the failure of any utility company to furnish any
services to the Premises.
38. Alterations and Improvements by Lessee:
A. Provided that such installation shall not adversely affect
the roof and structural soundness of the Premises or any systems
contained therein, Lessee shall have the right to make reasonable
alterations, additions or improvements to its space during the term
of this Lease, provided Lessee shall first give written notice to
Lessor, including plans and specifications, fully describing its
needs and intentions, and Lessee shall not commence with any work
without first receiving from Lessor written approval, which shall
not be unreasonably withheld.
B. Any labor performed or materials furnished in or about the
demised Premises shall be performed or furnished in strict
compliance with all applicable laws, regulations, ordinances and
requirements of all duly constituted municipal authorities or other
governmental bodies having jurisdiction, and the requirements of any
Board of Fire Underwriters having jurisdiction.
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C. Prior to the commencement of any work on the Premises,
Lessee shall procure from each of its contractors and/or
subcontractors a Waiver of Mechanic's Liens in a form satisfactory
to Lessor, and shall record same in the Office of the Recording
Clerk of Burlington County. A copy of each such Waiver, bearing the
Date and Time Stamp of the Clerk, shall be given to Lessor. Lessee
shall procure also from its contractors and/or subcontractors
Certificates of Insurance, evidencing that General Liability and
Workmens Compensation Insurance is in force with minimum limits of
$500,000, and shall furnish copies of all Certificates to Lessor.
D. Any outside storage areas or facilities required by Lessee
shall be completely enclosed by means of a masonry wall, high grade
galvanized or aluminum chain link fence or other materials, as
approved by Lessor in accordance with Subparagraph A hereinabove,
and screened with landscaping, or stay in compliance with the
appropriate governmental authority.
E. In the course of designing, installing, operating and
maintaining its activities on the Premises, Lessee shall expressly
provide for the safe and careful handling, storing and disposing of
any noxious, corrosive, flammable or hazardous chemicals, vapors,
substances or byproducts or any material which might contaminate the
environment in violation of any covenant, public law or regulation.
In no event shall such items be permitted upon the Premises unless
same are strictly ancillary and incidental to Lessee's permitted
primary use.
1. Provisions hereunder shall include, but not be limited to,
such things as ample ventilation and continuously operated
exhaust systems, use of indirect fired (i.e., non-open flame)
heat sources, application of special paints or coatings,
frequent cleanings, and any other treatments reasonably
indicated in order to prevent damage to any part of the
demised Premises or systems appurtenant thereto. Exhaust
systems shall be regulated or isolated so that burner flames
in the heating equipment are not subjected to backdrafts.
2. Lessee acknowledges that the phrase, "reasonable wear and
tear" under Paragraph 36. hereof shall not be construed to
include material deterioration to the structural steel,
mechanical, plumbing or electrical systems resulting from
corrosive substances or damage to heating equipment from
excess exhaust pressure from any of Lessee's equipment or
machinery. Lessee also agrees that it shall indemnify and save
Lessor harmless from and against any and all claims, demands,
or liability arising from Lessee's use of any material which
could be subject to regulation under any law, including
without limitation any material classified as hazardous, toxic
or flammable by any governing agency having jurisdiction.
39. Operation, Maintenance and Repair Expense:
A. This Lease is a "NET" Lease whereby immediately upon
possession of the Premises and throughout the term, in addition to
the minimum annual rent specified in the 1st
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Paragraph hereof and except as specifically excluded in Subparagraph
D. below, Lessee shall assume responsibility for all costs relative
to the operation, maintenance and repair of the demised Premises,
facilities and equipment, including but not limited to:
1. all utility services (e.g., electricity, public water and
sewerage, fuels for heating or production, refuse collection,
etc.).
2. all site maintenance (e.g., snow removal, lawnmowing,
spraying of diseased trees or replacement of dead trees,
weeding and mulching of beds, etc.).
3. reimbursement to Lessor of the cost of all real estate
taxes and premiums for fire insurance and extended coverage.
Lessee may place the fire and extended coverage of the
Premises as part of its own insurance package, provided (a)
the company with which coverage is placed has a Best's Key
Rating Guide (Property and Casualty) of A12 or better, (b)
coverage pertaining to the Premises alone shall be of an
amount satisfactory to Lessor, and (c) that Certificates of
Insurance, naming Lessor as Additional Insured, shall be
promptly given to Lessor as coverage is initially placed,
renewed or replaced.
4. all necessary or appropriate replacements, renewals and
repairs, except as provided in Subparagraph D., required to
keep and maintain the demised Premises and all systems,
equipment and apparatus appurtenant thereto or used in
connection therewith in good order and condition:
a. Lessee shall arrange directly for the performance of
regular/periodic inspections and service of the heating
and air conditioning equipment by a reputable company.
Verification, in the form of copies of executed
Maintenance Agreements or copies of paid Invoices, shall
be furnished to Lessor upon request. In the event Lessee
fails to procure and verify such service, Lessor shall
have the right, but not the duty, to procure these
services on behalf of the Lessee, and Lessee agrees to
reimburse Lessor within fifteen days of presentation of
bills for all costs thereof. In any event, it shall be
Lessee's obligation to place the heating and air
conditioning equipment in good operating condition as of
the termination of this Lease; in the absence of full
verification described herein, Lessee shall be obligated
to pay for final inspecting and servicing by Lessor's
contractor.
b. between inspections it shall be the sole
responsibility of Lessee to change all filters
appurtenant to the heating and air conditioning system
at regular intervals, based upon recommendations of the
manufacturer or service representative; said intervals
to be increased if indicated by Lessee's production
activities.
X. Xxxxxx shall render Statements on a quarterly basis
pertaining to all applicable charges under this Paragraph, and shall
provide copies of all invoices or receipts in support
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thereof. Lessee agrees to reimburse Lessor within fifteen (15) days
of the Statement Date; any reimbursements not received by Lessor
within thirty (30) days of the Statement Date shall be subject to a
late penalty of three (3%) percent. Lessee understands and agrees
that billing by Lessor of Expenses hereunder in quarterly
installments is for convenience only and agrees, if Lessee defaults
in the payment of same and upon notice from Lessor, to immediately
increase its regular monthly base rental payment by an amount equal
to one-twelfth of the aggregate annual amount of the expenses, as
estimated by Lessor.
C. Lessee agrees that any repairs, replacements and renewals
and/or any labor or materials performed or furnished in or about the
demised Premises shall be governed by the same standards and
requirements specified in Paragraph 38 above.
X. Xxxxxx shall be responsible for maintenance and repair of
the roof and structural portions of the building. Upon receipt of
written notice from Lessee, Lessor agrees to proceed with due
diligence to repair at its own expense any leaks in the roof or make
any repair to the structural portions of the building, provided such
repairs are not necessitated by any act or neglect on the part of
Lessee or any of its contractors or subcontractors.
E. Notwithstanding the fact that Lessor has no
responsibilities hereunder for the making of repairs to the demised
Premises, other than as specified in Subparagraph D. above, the
parties agree that if as a result of the emergency nature of certain
repairs Lessor should be required to enter the demised Premises and
make such repairs, then and in such event Lessee shall reimburse
Lessor within fifteen (15) days for the actual reasonable costs of
such repairs and Lessee agrees that Lessor's entry upon the demised
Premises without its consent in such emergency shall be permitted
under the terms hereof.
40. Fire Extinguishers:
Lessee shall provide at its own expense all fire extinguishers
required to meet the current O.S.H.A. and Moorestown Township or New
Jersey State Fire Code requirements.
41. Comprehensive General Liability Insurance:
Lessee shall provide and keep in force at its sole expense during
the term of this Lease Comprehensive General Liability insurance in
order to protect Lessee, and naming Lessor as an additional insured
therein, against any and all liability with a bodily injury and
property damage combined single limit of at least One Million
Dollars ($1,000,000.00) with respect to any one occurrence and an
aggregate limit of at least Two Million Dollars ($2,000,000.00).
Prior to taking possession of the Premises, Lessee shall provide
Lessor with a Certificate of the Insurer with whom coverage is in
force and effect, and shall furnish additional Certificates as
coverage is renewed and replaced.
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42. Notice:
All Notices required to be given by the parties to this Lease shall
be sufficiently given if sent by Registered or Certified Mail,
postage prepaid, or hand delivered to Lessee at 000 Xxx Xxxxxx Xxxx,
Xxxxxxxxxx, XX 00000, or to Lessor at Xxxxxxx Xxxxx X, Xxxxx 000,
Xxxxxx Xxxxx, XX 00000, with a copy to Xxxxxxx Xxxxxx, X.X. Xxx
0000, Xxxxxx Xxxx, XX 00000; or such other address as the parties
may direct by subsequent Notice.
43. Access and Inspections by Lessor:
Lessor or a duly authorized agent of Lessor may enter the Premises
at all reasonable times in order to make inspections and/or make
necessary repairs, alterations or additions thereto or to the
building of which the Premises is a part. Lessor agrees however
that, without the consent of Lessee, no work will be done upon the
Premises except during business hours, unless such work is of
emergency nature.
44. Use and Occupancy:
A. Lessee hereby covenants and agrees that its business shall
be conducted in accordance with all applicable ordinances, laws,
orders, notices, rules, regulations and requirements of any
municipal, state or federal body, including any regulatory Agency,
Authority or Board of Underwriters having jurisdiction or setting
standards applicable to the Premises. Lessee shall comply at its
sole cost and expense with all such requirements governing Lessee's
occupancy and activities, including all requirements the Loss
Control/Safety Engineering staff of any Insurance Company(ies) with
whom coverage is in force.
1. This provision shall apply, in particular, to the
treatment, production, storage, handling, transfer,
processing, transporting, use, disposal and release of
hazardous substances, toxic or radioactive matter. Lessee
shall take all due precautions with any other material or
substance which, even if not regulated by law or requirements
as aforesaid, which could pose a hazard to the health and
safety of the current or future occupants of the Premises, or
the owners or occupants of property adjacent to or in the
vicinity of the Premises. Lessee shall be solely responsible
for compliance with the Comprehensive Environmental
Responsibility Compensation and Liability Act resulting from
its use and occupancy of the Premises.
2. Lessee hereby agrees to protect, indemnify and hold Lessor
harmless from and against any and all loss, damage, expense,
cause of action, suits, demands, judgements and claims of any
nature whatsoever, including removal, clean-up and restoration
work resulting from the breach of these covenants by Lessee,
its agents, contractors, employees, licensees, subtenants or
invitees.
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3. Lessee's obligations hereunder shall survive the
termination of this Lease, and it shall be the duty of Lessee
to notify Lessor immediately upon learning of any inquiry,
investigation or proceeding regarding any activity affected by
the provisions hereunder.
C. Lessee shall deposit no process waste into the sanitary
sewer system serving the Premises, and agrees that only sanitary
waste shall be inserted into the sanitary sewer system. Lessee shall
not maintain any "hazardous materials" (as such term is defined by
federal and state law) on the Premises or the lot of which the
Premises is a part, and shall be solely responsible for compliance
with the Comprehensive Environmental Responsibility Compensation and
Liability Act resulting from its use and occupancy of the Premises.
45. Lease Renewal Option:
Provided Lessee is not then in default hereinunder, On or before
March 1st, 1993, Lessee shall give Lessor written Notice of its
intention to renew this Agreement for an additional period of five
(5) years, subject to all the same terms and conditions as
hereinunder except that the minimum annual rent in the 1st Paragraph
hereinabove shall be increased by a factor equivalent to the
percentage increase in the U.S. Department of Commerce, Bureau of
Labor Statistics, Consumer Price Index [All Items (1982-84 = 100)]
for Philadelphia (SMSA), Pennsylvania for the period from September
1, 1988 through August 31, 1993. Retroactive adjustment of the
rental shall be made as needed, and in the event the Consumer Price
Index is discontinued it is agreed the Index taking its place shall
be used. In no event shall the minimum annual rent be less than the
rent which prevailed during the last year of the term hereof.
46. Authority:
Each party warrants and represents to the other that it has full
power and authority to enter into this Lease without approval by any
other person. All the terms, covenants and conditions herein
contained shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors,
administrators, personal or legal representatives, successors and
assigns.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
TELESCIENCES C O SYSTEMS, INC.
/s/ Xxxxxx Xxxxxx V.P. /s/ Xxxxx Xxxxxxxxxxxx
------------------------------------ --------------------------------------
Attest: XXXXXX XXXXXX Title Name Title (SEAL)
XXXXX XXXXXXXXXXXX, Vice President
LINE LEXINGTON MANAGEMENT CORP.
Witness: /s/ /s/ Xxxxx X. Xxxx, Pres.
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Xxxxx X. Xxxx, President (SEAL)
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