RUTGERS-CAMDEN BUSINESS INCUBATOR LEASE AGREEMENT
RUTGERS-CAMDEN BUSINESS INCUBATOR
THIS LEASE AGREEMENT (the “Lease”) is made this 1ST day of September 2007 by and between
RUTGERS-CAMDEN TECHNOLOGY CAMPUS, Inc., 200 Federal Sheet, Camden, N.J. 08103 (the “Landlord” or
“RCTC”) and
Cloud Tech Sensors Inc.
000 Xxxxxxx Xx.
0xx Xxxxx, Xxxxx 000
Xxxxxx, XX, 00000
(the “Tenant” or “Client Company”).
000 Xxxxxxx Xx.
0xx Xxxxx, Xxxxx 000
Xxxxxx, XX, 00000
(the “Tenant” or “Client Company”).
WITNESSETH
WHEREAS, RCTC is a not for profit corporation whose mission is to promote economic
development, business growth and xxxxxx entrepreneurship;
WHEREAS, RCTC carries out its mission by maintaining a business incubator at 000 Xxxxxxx
Xxxxxx and leasing space in its business incubator to companies who seek to participate in its
incubator program;
WHEREAS, Client Company wishes to lease space from RCTC and to participate in the business
incubator program;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations of
the parties set out herein, the parties further agree, as follows:
1. Parties: The parties to this Lease Agreement (“Lease”) are the Landlord and the
Tenant, who are identified as follows:
Landlord:
Rutgers Camden Technology Campus, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Rutgers Camden Technology Campus, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Tenant:
Cloud Tech Sensors Inc.
000 Xxxxxxx Xx.
0xx Xxxxx, Xxxxx 000
Xxxxxx, XX, 00000
000 Xxxxxxx Xx.
0xx Xxxxx, Xxxxx 000
Xxxxxx, XX, 00000
1. Leased Premises: The property which the Landlord leases to Tenant
and which Tenant leases from Landlord under this Lease consists Suite No. 222 known as the
Rutgers-Camden Business Incubator at Number, 200 Federal Street, 0xx Xxxxx, Xxxxxx Xxxx,
Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 (“Leased Premises”).
2. Use_of Leased Premises: Tenant represents to Landlord that it will use the Leased
Premises for the exclusive purpose of operating a medical sensor company business, consistent with
the application submitted by the Client Company to RCTC. Tenant shall not use the Leased Premises
for any other purposes without the prior written consent from Landlord. In addition, Tenant
agrees that its use of the Leased Premises will not violate Local zoning laws, applicable fire or
health regulations, or any other local, state or federal law or regulation. Tenant shall comply
with the reasonable requirements of the Landlord’s insurer of the building and lands in and upon
which the leased Premises are located. Tenant shall not make any use of the property which will
adversely affect its insurability or insurance rates.
1
| 3. | Term of the Lease/Cancellation: This initial term of this Lease is for one (1) year commencing on September 1, 2007 (the Commencement Date”) and expire on August 3, 2008. Provided Tenant shall not be in default under any provision of this Lease, not in violation of RCTC incubator rules, and all payments owed to RCTC are current, Tenant shall be granted annual options to extend the term hereof for four (4) additional one year terms consistent with the Terms of this Lease. |
| 4. | Landlord or Tenant may cancel this lease by delivering to the other thirty (30) days prior written notice of cancellation of this Lease (“Cancellation Notice”) prior to August 31, 2008 and each one year anniversary thereafter. Upon the expiration of such thirty (30) day period, this Lease shall terminate and no longer be valid, except that all affirmative obligations of the Tenant under this Lease shall survive the cancellation of the Lease, except for Tenant’s obligation to pay future Rent. | ||
| 5. | Rental Amount: The total amount of Real Tenant shall pay to the Landlord for Leased Premises is ($1175) per month (the “Rent”). Landlord is entitled to increase the Rent upon the expiration of 12 months from the Commencement Date and each and every subsequent 12 month period from the Commencement Date during the term of this Lease. Landlord shall give Tenant at least 30 days prior written notice of any such rental increase. | ||
| 6. | Payment of Rent. Landlord shall provide an invoice showing amounts due for rent and any other services provided to Tenant. Invoices shall be supplied on a monthly basis at the first day of the month and Tenant shall have 5 days to pay amounts for Rent and other services incurred as indicated on the invoices. Payment shall be made at the address of the Landlord stated above unless Landlord shall notify Tenant otherwise. |
7. Late Payment Charge: If the Rent is RECEIVED by the Landlord after the Fifth
(5th) day of the month, the Tenant shall pay to the Landlord, in addition to the Rent, a
10% late charge, without any notice.
8. Security: On or before the Commencement Date, Tenant shall deliver to Landlord a
security deposit equal to one month’s Rent to be held as a security for the full and faithful
performance by Tenant of all required obligations of Tenant under this Lease. Landlord shall have
the unrestricted use of these funds and shall not be obligated to pay any interest thereon to
Tenant. Landlord may use the security to pay any and all obligations of Tenant to Landlord or
others under this Lease, and in such case Tenant shall immediately restore the security deposit to
its original amount. The security deposit, less any amounts used to pay Tenant’s obligations under
this Lease, shall be returned to Tenant 30 days after Tenant vacates and surrender possession of
the Leased Premises to Landlord. Tenant may not offset the deposit against Rent due under this
Lease.
9. Success Fee: Client Company shall fully comply with the RCTC Success fee Policy,
attached hereto as Exhibit “A”.
10. Utilities:
a. Electric, Heat, and Air Conditioning: Landlord shall provide normal Electricity,
heat, and air conditioning which may service the Leased Premises at no cost to Tenant.
Landlord understands that many high technology companies rely on computers that are left on
24 hours a day and such usage of electricity will not be considered excessive. However, if
Landord determines that Client Company is using a disproportionately high amount of utilities or,
in the event of a greater than typical increase in the cost of utilities, as determined by
Landlord, Landlord may impose a
2
surcharge on Client Company that shall be payable as additional Rent under this Lease, provided
prior notice is given to Client Company.
b. Telephone: Tenant shall make its own arrangements for cellular telephone service
and shall be responsible for payment directly to the telephone company provider. All hard line
telephonic communications services including service, telephone, fax lines, and other equipment,
shall be purchased through Landlord and paid according to the terms of Landlord’s plan and
directions as, Landlord has purchased a suite of telephone services which shall be used by all
tenants utilizing such services. Such services will be terminated within five (5) days of
non-payment without any further notice.
c. Internet Services: Landlord agrees to provide high speed internet services to
Tenant and Tenant agrees to purchase same from Landlord. However, if Tenant uses more than 25% of
total available facility internet bandwidth, Landlord may require Tenant to contract separately for
Internet Service. DMZ (Demilitarized Zone) access is available for tenants desiring external IPS
for development servers. Support of these servers is the responsibility of the Tenant and setup
charges do apply. The development servers will meet the following conditions to be granted DMZ
access:
Current Anti virus software
No objectionable or illegal content is being hosted.
Machines are not being used for illegal purposes.
Machines are not “production or mission critical” servers of the tenant’s company.
Machines will not be engaged in SPAMing
All service packs and patches are up to date.
No objectionable or illegal content is being hosted.
Machines are not being used for illegal purposes.
Machines are not “production or mission critical” servers of the tenant’s company.
Machines will not be engaged in SPAMing
All service packs and patches are up to date.
Client Company shall not use wireless internet services and shall pay to RCTC, in the same
fashion and timing as rental payments under Paragraph “5” above, $79.00 per month for high speed
internet services for use in the Demised Premises. Landlord is entitled to increase amount upon
expiration of the twelve (12) months from the Commencement Date. However, such increases shall not
exceed 10% in any year and RCTC must give 30 days prior written notice to Client Company of such
increases.
Other conditions – if any machine is expected to be in violation of or expected of taking
part in potentially destructive activities, they will be disconnected until deemed safe or in
compliance.
All computer, internet and IT equipment shall be used and maintained in strict compliance
with the RCTC’s rules ( amended from time to time) for use of such equipment and may be
immediately disconnected and/ or disabled if in violation.
d. Water and Sewer: Landlord shall provide normal water and sewer to the Leased
Premises.
e. Trash: Landlord shall provide for normal daily trash collection and removal at no
cost to Tenant.
f. Hazardous Materials: In the event the Tenant shall use, generate or store hazardous
materials (i.e. paint cans, petroleum oil, etc.) with the Landlord’s prior consent, Tenant shall,
at Tenant’s sole expense, be responsible for using and/ or storing them consistent with all laws,
regulations, and ordinances. Tenant shall also, at its sole expense be responsible for their
disposal in full compliance with all laws, regulations, and ordinances.
11. Maintenance and Repair of Buildings: The Tenant shall maintain the Leased Premise
in as good condition as existed on the Commencement Date, ordinary wear and tear excepted. Tenant
shall keep and surrender the Leased Premises in broom, clean and orderly condition. Tenant shall
be liable for all cost of repairs, replacements and damages to the Leased Premises during the
term of this Lease caused by the acts, negligence, misuse or omissions by Tenant, Tenant’s
employees, agents and/or visitors.
3
12. Maintenance of Grounds: The Building owner, not Landlord, is responsible for the
maintenance of the exterior grounds and for the removal of the snow from driveways, parking areas
and sidewalks.
13. Alterations and Improvements: Tenant shall make no alteration or improvements to
the Leased Premises without the prior written consent of the Landlord.
14. Signs: Tenant shall not erect or place any signs on or outside of the building or
outside of its Leased Premises, without the prior written consent of the Landlord, which consent
may be withheld in Landlord’s sole discretion. All government approvals required to erect signage
shall be obtained at Tenant’s sole cost and expense. All signs installed by Tenant shall be
maintained by Tenant in good condition and Tenant shall remove all such signs at the termination of
this Lease and shall repair any damage caused by such installation, existence or removal.
15. Parking: Tenant, its employees, agents and invitees shall make reasonable use of
the available parking facilities and shall comply with all rules relating to same.
16. Locks and Keys: All locks attached to the Demised Premises must be installed by
Landlord. Landlord shall provide Tenant with access to the 2nd Floor entrance to the Business
Incubator where the Demised Premise is located. Tenant shall return all keys and access cards to
Landlord immediately upon expiration or termination of the Lease. Tenant is responsible for all
payments regarding keys, locks, locksmith charges and the like.
17. Landlord’s Right of Entry: Tenant shall permit Landlord and its agents or
employees to enter the Leased Premises at all reasonable time and following reasonable notice
(except in the event of an emergency) for purposes of inspection, maintenance, or making repairs or
alterations or additions, as well as to exhibit the Leased Premise to prospective tenants, or any
other person having a legitimate interest therein. Landlord will make reasonable efforts not to
inconvenience Tenant in exercising the foregoing rights, bat shall not be liable for any loss
occupancy or quiet enjoyment while exercising the foregoing rights.
18. Delivery to Tenant: All deliveries of goods, supplies and equipment to Tenant
are the responsibility of Tenant. Landlord shall not be responsible or available for accepting any
deliveries to Tenant. Landlord does not operate a shipping and receiving area that is available to
the Tenant.
19. Indemnification and Insurance:
a. Tenant shall indemnify, hold harmless and defend Landlord from and against any and all
costs, expenses, liabilities, judgments, losses, damages, suits, actions, fines, penalties, claims
or demands (including reasonable attorney’s fees ), of any kind and asserted by or on behalf of any
person, business, independent contractor or governmental authority, arising out of or in any way
connected with Tenant’s use of the Demised Premises, and Landlord shall not be liable to Tenant on
account of (i) any failure by Tenant to perform my of the agreements, terms, covenants or
conditions of the Lease to be performed by Tenant, (ii) any governmental authority, or (iii) any
accident, death or personal injury, or damage to property, which shall occur on, about, or within
the Business Incubator and Demised Premises except as the same was caused by the willful or
negligent act of Landlord, employees or agents. The obligations of the Client Company under this
Provision shall survive any expiration or termination of the Lease.
b. During the term of this Lease or any renewal thereof, Tenant shall at its sole expense
maintain comprehensive general liability insurance against claims for personal injury, death or
property damage with respect to the Leased Premises, and the building and land on which it is
situated, in such adequate amount as shall be reasonably requested by Landlord from time to time,
but not less than $1,000,000 for bodily injury and for property
damage and $100,000 fire liability, with such insurance company or companies as shall be
reasonably satisfactory to Landlord from time to time. All such policies and renewals thereof shall
name the Landlord as an additional insured and shall
4
contain a breach of warranty endorsement that the coverage shall not be void as to Landlord for any
misrepresentation, act or omission of Tenant. On or before the Commencement Date of the term of
this Lease, and thereafter not less than fifteen (15) days prior to the expiration dates of said
policy or policies, Tenant shall provide copies of policies or certificates of insurance evidencing
coverage required by this Lease. Tenant shall also maintain, at its sole expense all other forms of
insurance, and in the amounts, as required under Landlord’s Lease with the New Jersey Economic
Development Authority.
c. All policies of insurance shall provide (i) that no material change or cancellation of said
policies shall be made without thirty (30) days prior written notice to Landlord or Tenant, (ii)
that any loss otherwise payable to the Landlord shall be payable notwithstanding any act or
negligence of the Landlord or Tenant which might otherwise result in the forfeiture of said
insurance, (iii) that the insurance company issuing these shall have no right of subrogation
against the Landlord, and (iv) that as to the interest of Landlord, the insurance afforded by the
policy shall not be invalidated by any breach or violation by Tenant of any of the warranties,
declarations or conditions in the policy. Insurance company providing certificates of insurance
shall be rated “A” or above with a financial VI or above according to Best Key Rating Guide and
Standard and Poor’s Rating Guide.
d. Tenant shall insure the Leased Premises and Tenant shall insure Tenant’s fixtures,
equipment, machinery, tenant improvement and betterment and contents including, but not limited to,
all equipment, furnishings and inventory against or damage by fire and such other risks as may be
included in the broadest form of extended coverage insurance including sprinkler leakage and rent
insurance in such amounts and from such companies as shall be reasonably requested by Landlord from
time to time. Landlord shall be the loss payee on the fire policy and an insured on the liability
policy.
20. Waiver of Subrogation: With respect to fire and extended coverage insurance
policies of Landlord and Tenant, and only to the extent that such policies permit, Landlord hereby
releases Tenant and Tenant hereby releases Landlord from liability for loss or damages on or to the
Leased Premises or the contents thereof to the extent such loss or damages is covered by such
policies.
21. Miscellaneous Additional Provisions:
| a. | Consistent with its operation of an incubator program, RCTC may from time to time provide business advice to and consult with Client Company either directly or through a third party. In such an event neither RCTC or the third party is responsible for the quality or correctness of the advice and Client Company shall bring no claims against RCTC and or the Third Party, on account of the advice, assistance, consultations, services, etc. | ||
| b. | Consistent with it operation of an incubator program, RCTC may, from time to time require periodic information regarding the Client Company’s business. For example, such information may include identification of owners and key employees, the number of employees, amount of capital invested in company, business plans, status of business, revenues, etc. Providing this information is designed to enable RCTC to provide advice to the Client Company. Thus, Client Company shall timely comply with all such requests. | ||
| c. | Client Company shall use the Demised Premises consistent with the operation of its business in the context of a shared business incubator environment and shall not disturb, disrupt or interfere with other tenants, incubator management, their guests, contractors and any other activities occurring in the Incubator. |
5
| d. | No smoking or use of candles or open flames of any nature are permitted in the Building and in the demised premises at any time. | ||
| e. | Actions required to be taken by Landlord under its Lease with the N.J. Economic Development Authority and/ or in compliance with Government orders and laws and regulations shall not be a default or breach of this Lease, shall not be cause for termination by Tenant and shall not subject Landlord to any liability. |
22. Environmental Provisions:
d. SIC Number: The Standard Industrial Classification Numbers(s) (SIC) of the Tenant is/are ______
b. Environmental Laws: The Tenant shall at all times comply with all federal, state, county
and municipal environmental laws. Landlord shall have the right to enforce Tenant’s compliance with
same, to immediately terminate this Lease for Tenant’s violation of same, and to recover for
damages, including consequential damages, resulting from such violations.
c. Environmental Reports: With regard to Tenant’s activities on the Leased Premises:
(1) Tenant shall promptly provide Landlord with all documentation and correspondence provided
to New Jersey Department of Environmental Protection (“NJDEP”) pursuant to the Worker and
Community Right to Know Act, N.J.S.A. 34:5A-1, et seq. and the regulations promulgated thereunder
(“Right to Know Act”).
(2) Tenant shall promptly provide Landlord with all reports and notices made by Tenant
pursuant to the Hazardous Substance Discharge-Reports and Notices Act, N.J.S.A, 13:1K-15, et seq.
and the regulations promulgated thereunder (“Reports and Notices Act”).
(3) Tenant shall promptly supply Landlord with any notices, correspondence and submissions
made by Tenant to any state environmental agency, the United States Environmental Protection Agency
(EPA), the United States Occupational Safety and Health Administration (OSHA), or my other local,
state or federal authority which requires submission of any information concerning environmental
matters or hazardous wastes or substance.
d. Activities: Except by express written consent of the Landlord, Tenant shall not possess
or permit any person which it employs or with which it deals to possess upon the Leased Premises
any hazardous substance or waste to which it would be required to file an environmental report
under the preceding paragraph.
e. ISRA Compliance: Tenant shall, at Tenant’s own expense, comply with the
Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq. and the regulations promulgated thereunder
(“ISRA”). Tenant shall, at Tenant’s own expense, make all submissions to, provide all information
to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the “Bureau”) of
the NJDEP. Should the Bureau or any other division of NJDEP determine that a cleanup plan be
prepared and that a cleanup be undertaken because of any spills or discharges of hazardous
substances or wastes at the Leased Premises which occur during the Term of this Lease, then Tenant
shall, at Tenant’s own expense, prepare and submit the required plans and financial assurances, and
carry out the approved plans. Tenant’s obligations under this paragraph shall arise if there is any
closing, terminating or transferring of operations of an industrial establishment at the premises
pursuant to ISRA. At no expense to Landlord, Tenant shall promptly provide all information
requested by Landlord for preparation on non- applicability affidavits and shall save harmless from
all fines, suits, procedures, claims and actions of any kind arising out of or in any way
connected with any spills or
6
discharges of hazardous substances or wastes at the Leased Premises, or the lands and building in
which the Leased Premises are located, which occur during the term of this Lease; and from all
fines, suits, procedures, claims and actions of any kind arising out of Tenant’s failure to provide
all information, make all submissions and take all actions required by the ISRA Bureau or any other
division of NJDEP. Tenant’s obligations and liabilities under this paragraph shall continue so long
as Landlord remains responsible for any spills or discharges of hazardous substances or wastes
which occur during the term of this Lease at the Leased Premises or in, on or under the building
and/or the the lands where the Leased Premises is located. This section shall survive the
expiration or early termination of this Lease. Tenant’s failure to abide by the terms of this
section shall be restrainable by injunction.
f. Assignment or Subletting: This Lease may not be assigned, nor the Leased Premises
sublet, without the prior written consent of the Landlord, which consent may be withheld in
Landlord’s sole discretion.
g. Vacancy: Tenant shall not permit the Leased Premises to be vacant or unoccupied
during the Term of the Lease.
23. Fire or Casualty: If the Leased Premises should be damaged by fire or other
casualty during the Term of the Lease:
a. If the Leased Premises are unfit for tenancy, the Rent shall be abated from the date of the
damages until the date of repair of the Leased Premises.
b. If Landlord’s reasonable estimate of the time required for repair exceeds ninety (90)
days, the Landlord or Tenant may terminate the Lease.
c. Tenant will give full cooperation in permitting repairs, including temporarily
vacating the Leased Premises if requested by Landlord.
d. Any and all insurance proceeds received by Landlord or Tenant on account of damage or
destruction to the Leased Premises, less the actual costs fees and expenses incurred in adjusting
the loss, shall be applied by Landlord, at Landlord’s sole discretion, to repair, replace, alter,
restore or rebuild any part or all of the Leased Premises, unless required by the holder of any
mortgage or other encumbrance on the Leased Premises to be applied in reduction of the obligation
secured thereby.
24. Surrender of Possession: Tenant shall vacate and surrender possession of the
Leased Premises to Landlord upon expiration of the Term of the Lease, in broom clean and the same
condition in which Tenant received it, normal wear and tear excepted.
25. Waiver of Claims: Except as otherwise provided in this Lease, Tenant agrees
that Landlord and Landlord’s trustees, employees, affiliates, board members, officers, agents and
servants shall not be liable to Tenant, and Tenant hereby releases said parties from all liability,
for any and all loss of life, personal injury, damage to or loss of property, or loss or
interruption of business occurring to Tenant, its agents, servants, employees, invitees, licensees,
visitors or any other person, firm, corporation or entity, in or about or arising out of the Leased
Premises, from any cause whatsoever unless resulting from the gross negligence or willful
misconduct of Landlord or Landlord’s agents, servants or employees. In no event, whatsoever, shall
Landlord be liable to Tenant for any consequential or incidental damages or penalties or fines
incurred or imposed upon Tenant during the term of the Lease. In no event will Client Company bring
any claim against any employee, agent, officer, board member, contractor, of Landlord in his or her
personal capacity.
26. Landlord’s Obligations: Landlord’s obligations hereunder shall be binding upon
Landlord only for the period of time that Landlord is in ownership of the Leased Premises, and upon
termination of that ownership, Tenant, except as to any obligations which have then matured shall
look solely to Landlord’s successor in interest in the Leased Premises for the
satisfaction of each and every obligation of Landlord hereunder.
7
27. Landlord’s Liability: Landlord shall have no personal liability under any of the
terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of the
Landlord in the Leased Premises for the satisfaction of any claim, remedy or cause accruing to
Tenant as a result of the breach of any action of Lease by Landlord.
28. Events of Default: Tenant shall be in default under this Lease upon the happening of any
of the following events:
a. Tenant’s failure to pay the Rent or any other charge for which it may be liable, or any
portion of it, for a period extending fifteen (15) days or more after its due date, without the need
for demand or notice from Landlord.
b. Seizure of the Tenant’s Leasehold interest by execution or other legal process.
c. Tenant making an assignment for the benefit of creditors, or filing a voluntary petition of
bankruptcy.
d. Tenant failing to obtain dismissal of an involuntary bankruptcy petition within sixty (60)
days of its filing.
e. Any misrepresentation or warranty made by Tenant is determined to be false or incorrect in
any material respect.
f. Tenant failing to obey or breaching any of the rules and regulations adopted by the
Landlord concerning Tenant’s use of the Leased Premise and the a parking lot, land and building
where the Leased Premises is located, or any amendments or modification to such rules and
regulation and any and all rules relating to the business incubator program.
g. If Tenant has abandoned the Leased Premises or if the Leased Premises shall be
permitted to become vacant for more than 30 consecutive days.
h. Tenant’s habitual late payment of Rent, which shall for purposes of this Lease deemed to
mean the Tenant’s failure or late payment of Rent three (3) times in any twelve (12) month period.
i. Tenant recording this lease or any memorandum of Lease or a copy there of without the prior
written consent of Landlord.
j. Tenant subletting all or part of the Leased Premises or assigning Tenant’s rights under this
Lease without the prior written consent of Landlord.
k. Tenant’s failure to comply with any other provisions of the Lease extending thirty
(30) days or more after delivery of notice to Tenant of its non-compliance.
29. Landlord’s Remedies: In the event of Tenant’s default, Landlord shall have the
following rights, any one or more of which may be exercised by Landlord without limit and in such
order, or concurrently, as Landlord may decide in Landlord’s sole discretion:
a. Landlord may (but shall not be required to) perform for the account of Tenant any such
default of Tenant and immediately recover as additional rent any expenditure made and the amount of
an obligations incurred in connection therewith, plus interest at the rate of eight percent (8%)
per annum;
b. Landlord may accelerate all rent and additional rent due for the term of this Lease and
declare the same to be immediately due and payable;
c. Landlord, at its option, may serve notice upon Tenant that this lease shall cease and
expire and become absolutely void on the date specified in such notice, to be not less than five
(5) business days after the date of such notice, without any right on
8
the part
of the Tenant to save the forfeiture by payment of any sum due or by the performance of
any terms, provision, covenant, agreement or condition broken; and, thereupon and at the expiration
of the time limit in such notice, this Lease and the term hereof granted, as well as the right,
title and interest of the Tenant hereunder, shall wholly cease and expire and become void.
Thereupon, Tenant shall immediately quit and surrender to Landlord the leased Premises, and
Landlord may enter into and repossess the Leased Premises by summary proceedings, detainer,
ejectment or otherwise and remove all occupants thereof and, at Landlord’s option, any property
thereon without being liable to indictment, prosecution or damages thereof. No such expiration or
termination of this Lease shall relieve Tenant of its liability and obligations under this Lease,
whether or not the Leased Premises shall be relet;
d. Landlord may, at any time after the occurrence of any event of default, re-enter and
repossess the Leased Premises and any part thereof and attempt in its own name to relet all or any
part of such Leased Premises for and upon such terms and to such persons, firms, or corporations
and for such period or periods as Landlord, in its sole discretion, shall determine, including the
term beyond the termination of this Lease; and Landlord shall not be required to accept any tenant
offered by Tenant or observe any Instruction given by Tenant about such reletting or do any act or
exercise any care or diligence with respect to such reletting or to the mitigation of damages.
e. Landlord shall have the right of injunction, in the event of a breach or threatened breach
by Tenant of any of the agreements, conditions, covenants or terms hereof, to restrain the same and
the right to invoke any remedy allowed by law or in equity, whether or not other remedies,
indemnity or reimbursements are herein provided. Landlord shall have the right of distraint upon
Tenant’s goods upon adequate notice consistent with due process.
f. Landlord shall have the right to institute a dispossession action by summary proceeding to
evict Tenant and shall be entitled to receive in such proceedings all Rents and additional rents
due and owing by Tenant under this Lease, together with all costs and expenses, including
reasonable attorney’s fees, incurred by Landlord in enforcing the terms, conditions and provisions
of this Lease.
g. Nothing contained herein shall be construed as limiting or precluding the recovery by
Landlord against Tenant of any damages to which Landlord may lawfully be entitled under this Lease
at law or in equity.
h. The right and remedies given to Landlord in this Lease are distinct, separate and
cumulative remedies and no one of them, whether or not exercised by Landlord, shall be deemed to be
an exclusion of any of the others, and may be exercised by Landlord in any manner or order as
Landlord shall elect in its sole discretion.
i. In the event Tenant fails to vacate the Leased Premises upon the expiration of this or any
extended term hereunder or upon early termination of this lease, Tenant shall pay to Landlord
double the monthly rental payment for the month in which this Lease expired or terminated as
liquidating damages and in the event that Tenant holds over for more than sixty (60) days, the rent
for such additional periods shall be double the monthly rental due and payable for the month in
which the Lease expired or Landlord may pursue any other remedy.
j. In addition to all remedies provided herein or by law, Tenant shall pay to Landlord its
reasonable attorney’s fees and costs, including court costs, incurred as a result of Landlord’s
enforcement of any term, condition or provision of this Lease, whether or not suit is filed by
Landlord.
30. Governing Law: This Lease shall be governed, construed and enforced in accordance
with the laws of the State of New Jersey. All actions hereunder shall be brought in the Superior
Court of New Jersey with venue in Camden County.
31. Notices: Whenever in this Lease it shall be required or permitted
that notice or demand be given or served by either party to this Lease, such notices shall be in
9
writing and shall be served personally or forwarded by certified mail, return receipt requested,
postage prepaid, addressed in the case of Landlord to the address stated in the first section of
this Lease, attention Xxxxx X. Xxxxx, Executive Director, and in the case of the Tenant, to the
address of the Leased Premises. Either party may change its address to which such notice shall he
delivered by giving written notice of such change to the other party as herein provided. Service of
any notice shall be effective upon delivery. If the certificate mail is returned undeliverable,
then service shall be effective upon the date of mailing of such notice by regular United States
postal service, postage prepaid.
32. Entire Contract; Amendment: This Lease contains all the agreements, conditions,
understanding and representations and warranties made between Landlord and Tenant with respect to
the subject matter hereof and may not be amended or modified orally in any manner other than by
agreement in writing, signed by both parties hereto or their respective successors in interest. The
acceptance or depositing of any payment delivered by Tenant to Landlord i) before the commencement
of this Lease shall not be deemed or construed as an acceptance or execution of this Lease by the
Landlord, or ii) if after commencement of this Lease, as a waiver of any of Landlord’s right and
remedies hereunder or at law or in equity.
33. Parties Bound: The respective rights and obligations provided in this Lease
shall bind and inure to the benefit of the parties hereto, their legal representatives, heirs,
successors and assigns; provided, however, that no rights shall inure to the benefit of a successor
or assign of Tenant without the prior written consent by Landlord.
34. No Recording: Tenant may not record this Lease or any memorandum of the Lease
without Landlord’s prior written consent. Tenant’s failure to strictly comply with this section
shall be deemed a default by Tenant under this Lease and Tenant shall be liable to Landlord for all
costs, including reasonable attorney’s fees, incurred by Landlord to remove such Lease or
memorandum of Lease of record.
35. Rules and Regulations: Tenant agrees to comply with the rules and regulations
established by the Landlord from time to time, which Landlord agrees will be applied uniformly to
all tenants. Tenant acknowledges and agrees that a violation of any rule or regulation established
by Landlord hereunder shall be deemed a default by Tenant under this Lease. The existing rules and
regulations, as amended from time to time, will be distributed to Tenant separately, from time to
time.
36. Business Interruption: Landlord shall not be responsible to Tenant for any
damage or inconvenience caused by interruption of business or inability to occupy or use the
Leased Premises for any reason whatsoever.
37. Severability: If any provision of this Lease shall prove to be invalid, void or
illegal, it shall in no way affect any other provision hereof and the remaining provisions shall
nevertheless remain in full force and effect.
38. Use of Information in Advertising: Landlord and any agent employed by Landlord
shall be permitted to utilize the name of Tenant or user of the Leased Premises, and other general
information about the Tenant in advertising and promotional material utilized by Landlord.
39. Abandoned Property: Any property of Tenant remaining at the Leased Premises on
or after the date of expiration or early termination of this Lease is subject to the following:
a. Landlord may, without the obligation to do so, remove and store the Tenant’s property.
However, Tenant shall be required to pay Landlord any and all sums due under the Lease, together
with the cost of removing Tenant’s property in order to redeem Tenant’s property;
b. If Tenant’s property has not been redeemed within 15 days of the expiration or early
termination of the Lease or Tenant’s abandonment of the Leased
10
Premises, then Tenant agrees that for purposes of this Lease Landlord may consider
such property as abandoned by the Tenant;
c. Tenant agrees that Landlord may move and dispose of all abandoned property by
the Tenant without any obligation or liability to Tenant and Landlord shall not be
accountable to Tenant for the use of proceeds of sales of such abandoned property;
d. In any event, whatsoever, Tenant agrees that Landlord shall have no liability
for loss, theft or damage of Tenant’s property remaining in the Leased Premises at the
expiration or early termination of the Lease. It is Tenant’s responsibility to insure
Tenant’s property in accordance with Paragraph 18 herein.
40. Condition Precedent: As an express condition precedent for the
effectiveness of this Lease, Tenant must have signed and delivered to Landlord the
“Agreement to Enter Rutgers-Camden Business Incubator Program.”
41. Waiver of Jury Trial: Landlord and Tenant waive trial by jury in any
matter pertaining to this Lease, except for a personal injury or property damage claim.
42. Right to Quiet Enjoyment: Landlord agrees that if Tenant pays the Rent
and all other sums due under this Lease and is not in default under any of the terms or
provisions of this Lease, then it may peaceably and quietly have, hold and enjoy the
premises for the term of this Lease.
43. Nonwaiver by Landlord: Failure of Landlord to insist upon a strict
performance of any term, condition or covenant in this Lease shall not be deemed a
waiver of any right or remedies that Landlord may have, shall not prevent Landlord from
enforcing its rights at a later time (unless Landlord has waived such right in writing)
and shall not be deemed a waiver of any subsequent breach or default in the terms,
conditions and covenants contained in this Lease.
Copy Received: Tenant hereby acknowledges receiving a copy of this Lease,
IN WITNESS WHERREOF, the parties agree to be legally bound and have set their hands
and seal this
12th day of September, 2007.
12th day of September, 2007.
WITNESSED/ATTESTED:
|
TENANT: | |||||
| Cloud Tech Sensors Inc. | ||||||
| /s/ Xxxxx X. Tricon | ||||||
| President & CEO | ||||||
ATTESTED:
|
LANDLORD: Rutgers Camden Technology Campus, Inc. | |||||
/s/
Xxxxxxxxx Xxxxx
|
By: | Xxxxx X Xxxxx | ||||
| /s/ Xxxxx X Xxxxx | ||||||
| Executive Director | ||||||
11
