AMENDED AND RESTATED
LEASE AGREEMENT
This Agreement of Lease ("Lease") executed on this 31st day of December, 1996,
by and between Cadillac Plastic Group, Inc. a Michigan corporation hereinafter
referred to as "Lessor" and Nuclear Research Corporation, a Pennsylvania
corporation, hereinafter referred to as "Lessee", is to evidence the following:
RECITALS
Lessor and Lessee, or their predecessors, have entered into two separate Lease
Agreements initiated January 15, 1982 and September 27, 1984 relating to the
lease of approximately 37,800 square feet of space on the second floor of real
property located at Richboynton Road, Dover, Morris County, New Jersey (the
"Original Leases").
Lessor currently is occupying an additional 10,000 square feet of storage space
at the real property referred to above.
Lessor and Lessee desire to consolidate the Original Leases into this Lease and
amend and restate in their entirety the terms and conditions on which the
premises currently occupied by the Lessee at the Richboynton Road property is to
be leased, effective from and after March l, 1997.
Now, Therefore, the Original Leases are hereby consolidated, amended and
restated, effective as of March 1, 1997 to read as follows:
1. Premises
The Lessor, in consideration of the rents to be paid and the covenants
and agreements to be performed by Lessee, does hereby demise and let
unto the Lessee, the following described portions of the building and
other improvements situate on the property located at Richboynton
Road, Dover, Morris County, New Jersey, being a portion of Xxxxx 000,
Xxx 0 and designated as 37,800 square feet located on the second floor
of Building #3, and approximately 10,000 square feet of floor space
located on the second floor of Building #3A totaling approximately
47,800 square feet.
The above hereinafter is referred to as the "Premises".
2. Term
The term of this Lease shall be two (2) years, commencing on the first
day of March, 1997, and ending on the 28th day of February, 1999.
Lessee shall have the option to renew the term of this Lease for three
separate renewal option terms
of one year each, exercisable by delivery of written notice of renewal
to Lessor no later than ninety (90) days prior to the expiration of
the preceding term.
3. Base Rental
The base monthly rental during the initial term and the renewal terms
shall be as follows:
March 1, 1997 to February 28, 1999 $ 6,833.33/month
March 1, 1999 to February 29, 2000 $ 8,333.33/month
March 1, 2000 to February 28, 2001 $ 8,633.33/month
March 1, 2001 to February 28, 2002 $ 8,833.33/month
Lessee acknowledges that late payment to Lessor of Rent and other
charges provided for under the Lease will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of such costs being
extremely difficult or impractical to fix. Such costs include but are
not limited to, processing and accounting charges, and late charges
that may be imposed on Lessor by the terms of any encumbrance and
notes secured by any encumbrance covering the Premises.
In the event the Lessee fails to pay the monthly rent or other charges
provided for under the lease within five (5) days from the date on
which it is due, the Lessee agrees to pay an additional charge of five
percent (5%) of such amount. Lessee covenants and agrees to pay the
aforesaid rent without notice of demand and without abatement,
deduction, counter-claim, set-off or defense, unless otherwise
provided in this Lease. Rent for less than a full month shall be
prorated.
The rentals herein provided for shall-be paid to X. X. Xxxxxxxxx c/o
Cadillac Plastic Group, Inc., X.X. Xxx 000, Xxxxx, Xxx Xxxxxx
00000-0000, Attention: Xxxx Xxxxxx or at such other address as the
Lessor may designate in writing to the Lessee.
4. Taxes, Assessments and Insurance
As additional rent, Lessee shall pay throughout the term of this Lease
or any extension thereof, its proportionate share of all real estate
taxes, levies, assessments, and charges of any nature whatsoever
imposed or charged to the Premises or any improvements thereto. Lessor
shall furnish to Lessee invoices or statements setting forth the
amount of such taxes, levies, assessments or charges, together with a
copy of the tax xxxx. Lessee shall pay its proportionate share of the
same to Lessor before any fine, penalty, interest or cost may be added
thereto for the non-payment thereof. Lessee shall be responsible for
any increased taxes that occur as a result of assessment increases in
respect of future improvements to the Premises made by the Lessee.
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Lessor shall be responsible to carry fire and extended coverage
insurance protection (including standard all risk perils insurance)
upon the Premises insuring the interests of Lessor and Lessee therein
as the same may appear. Lessee's proportionate share of the cost of
such insurance, as the same relates to the Premises demised to Lessee
hereunder, shall be paid by Lessee to Lessor, as additional rent upon
billing by Lessor to Lessee not more than thirty (30) days prior to
the due date of such insurance costs. Lessee, however, shall be
responsible and pay for insurance protection for its owned property
upon the Premises. Further, Lessee shall obtain general liability
insurance, including contractual liability insurance, of not less than
$500,000 for each person or $1,000,000 for each occurrence in respect
of bodily injury or death, and $1,000,000 for each occurrence in
respect of property damage. Lessee shall further have the Lessor named
as an additional insured under such coverage and shall provide Lessor
with a certificate of insurance evidencing such coverage.
For purposes of this Section 4, Lessee's proportionate share of
Buildings #1, 2 and 3, identified as Block Xxxxxx 000, Xxx 0, equals
29.54%.
5. Use of Premises
The Lessor represents that the zoning laws for this leased location
currently permit the use of the leased Premises as an office,
manufacturing and storage facility. Nothing herein shall be construed
as restricting Lessee's other use of said Premises, provided Lessee
occupies said Premises in a careful and proper manner and does not use
said Premises for any unlawful purpose, or operation in violation of
the Zoning laws for these Premises.
6. Destruction of Premises
If the Premises are totally destroyed (or so substantially damaged as
to be untenantable) by storm, fire, earthquake or other casualty, this
Lease shall terminate as of the date of such destruction or damage,
and the rental charges payable hereunder shall be equitably and
proportionately adjusted as between Lessor and Lessee as of such date.
If the Premises are damaged but not rendered wholly untenantable by
any such casualty, rental shall xxxxx in such proportion as the
Premises have been damaged, and the Lessor shall restore as speedily
as practical, whereupon full rent shall recommence. Each and both
parties shall agree as to the condition following partial or total
destruction. All funds received from insurance policies shall be used
by Lessor for remodeling, repairing and rebuilding.
Notwithstanding anything contained in this Section 6, if within 180
days after the date of such casualty the Premises are not fully
restored and full access to the Premises available to Lessee, Lessee
shall have the option, exercisable by written
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notice, to terminate this Lease. If Lessee exercises such option, this
Lease shall be deemed terminated as of the date of such destruction
and the rental charges payable hereunder shall be equitably and
proportionately adjusted as between Lessor and Lessee as of such date.
7. Utilities
(a) The Lessee shall pay Lessor for electricity consumed at the
Premises on a monthly basis, based on the electric submeter bills. (b)
Heat shall be solely the responsibility of the Lessee. (c) Water shall
be supplied by the Lessor, based on prior years' usage and water
charges at the Premises. Sewerage services shall be supplied by Lessor
and Lessee shall pay its proportionate share of the water and sewer
charges, which is approximately 98%, based on the water meter serving
Building #3.
8. Approaches, Exits, etc.
The Lessor agrees that all entrances, exits and approaches now enjoyed
by said Premises shall be and remain intact and uninterrupted by any
act of the Lessor during the term of this Lease. The Lessee, at all
times, shall have unobstructed ingress and egress between the
entrances to the Premises and a public street, highway or alley. The
Lessee shall succeed to all of the rights of the Lessor in the
protection of entrances, exits and approaches, should the Lessor not
exercise such rights.
9. Repairs by Lessor
The Lessor hereby agrees to maintain the roof, walls, gutters and
downspouts of the demised Premises, in a good and weatherproof
condition and to repair promptly any structural defects at its own
expense, during the term of this Lease.
10. Repairs, Maintenance and Alterations by Lessee
Lessee, by occupancy hereunder, accepts the Premises in its current
state of repair and condition. Throughout the term of this Lease
Lessee, at its sole cost and expense, shall maintain the interior of
the leased Premises and every part thereof in its current state of
order and condition, and make all necessary repairs, including all
necessary replacements, ordinary and extraordinary, thereto and to
deliver the interior of the Premises to the Lessor at the expiration
of the term of this Lease in the same order, repair and condition,
ordinary wear and tear, and damages by casualty and causes beyond the
control of Lessee excepted.
Lessee shall not make or suffer to be made any alterations, additions
or improvements to or of the leased Premises or any part thereof
without prior
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written consent of Lessor, which consent shall not be unreasonably
withheld, except for (i) installation of trade fixtures and equipment
and (ii) do not exceed Two Thousand Five Hundred and 001/00 Dollars
($2,500.00) in cost on any one occasion. In the event Lessor consents
to the proposed alterations, additions or improvements, the same shall
be at Lessee's sole cost and expense, and Lessee shall hold the Lessor
harmless on account of the cost thereof. Any such alterations shall be
made at such times and in such manner as not to unreasonably interfere
with the occupation, use and enjoyment of the remainder of the
building by the other lessees thereof. If required by Lessor, such
alterations shall be removed by Lessee upon the termination or sooner
expiration of the term of this Lease and Lessee shall repair damage to
the Premises caused by such removal, all at Lessee's cost and expense.
11. Assignment and Sublease
The Lessee covenants and agrees not to encumber or assign this Lease
or to sublet all or any part of the leased Premises without the prior
written consent of the Lessor. The Lessor covenants and agrees that
consent shall not be unreasonably withheld. From and after such
assignment or transfer, if any, the obligations of each such assignee
and/or transferee and the Lessee, named as such under this Lease,
shall be joint and several, and the Lessee shall not thereby be
relieved of its obligations and liabilities under the provisions of
this Lease. In the event the Lessee sublets during the term of this
Lease, after a reasonable return on tenant improvements to be agreed
upon by the Lessor and Lessee, any additional rent above that
specified in this Lease shall be divided equally between the Lessee
and the Lessor.
12. Additional Items
(a) An office presently occupied by the Lessor's Property Manager
located on the third (3rd) floor of Building #3 shall continue to be
occupied by Lessor until it has no further need for that office, and
it shall then be the right of the Lessee to occupy this space at no
additional rental. In the interim, the Lessee agrees to supply
services for the Lessor's personnel situated in this office.
(b) Lessor shall maintain the elevator serving the second floor of the
Premises during the term of this Lease.
(c) Lessee shall have the use of twenty-five (25) parking places in
the parking lot South of Building #3, behind the office building known
as Building #6 on Block 604, Lots l and 2, and shall have seventy-five
(75) parking spaces in Block 604; Lots 1 and 2 and located to the
Southeast of Building #3. Lessee also shares additional parking spaces
adjacent to Building #3 in Block 603, Lot 3 with
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another Tenant from Building #3. The areas in which Lessee shall have
such parking spaces are identified on Exhibit A to this Lease.
(d) Lessor shall supply snow removal to the parking areas designated
in Section l2(c) and in accordance with current practices.
13. Signs
Lessee may, with Lessor's consent, place such signs as it may deem
proper, on the Premises, so long as said signs do not endanger the
structure of the building nor violate the local code.
14. Subordination
This Lease is subject to any mortgage or underlying lease now or
hereafter placed upon or affecting the land or building or leased
Premises. To that effect Lessee agrees to execute any and all
instruments necessary to effect said subordination. The liability of
the Lessor or his assigns under this Lease shall exist as long as such
person is the owner of the subject real estate.
If any such mortgage is foreclosed or such underlying Lease is
terminated, then, upon request of the mortgagee or underlying Lessor,
Lessee will attorn to the purchaser at any foreclosure sale thereunder
or the underlying Lessor and will execute such instruments as may be
necessary or appropriate to evidence such attornment.
Lessee shall deliver to Lessor or to its mortgagee, or auditors, or
prospective purchaser, or the owner of the fee, when requested by
Lessor, a certificate to the effect that this Lease is in full force
and that Lessor is not in default therein, or stating as specifically
any exceptions thereto. Failure to give such a certificate within ten
(10) business days after written request shall be conclusive evidence
that the Lease is in full force and effect and Lessor is not in
default and Lessee shall be estopped from asserting any defaults known
to him at that date.
15. Lessor's Right to Inspect and Display
The Lessor shall have the right, at reasonable times during the term
of this Lease, to enter the leased Premises for the purpose of
examining or inspecting same and of making such repairs or alterations
therein as the Lessor shall deem necessary. The Lessor shall also have
the right to enter the leased Premises at all reasonable hours for the
purpose of displaying said Premises to prospective lessees within
ninety (90) days prior to the termination of this Lease.
16. Liens
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The Lessee herein shall not have any authority to create any liens for
labor or materials on the Lessor's interest in the described Premises,
and all persons contracting with the Lessee for the erection,
installation, alterations, or repair of any building or other
improvements on the described Premises. All materialmen, contractors,
mechanics and laborers, are hereby charged with notice that they must
look to the Lessee and to the Lessee's interests only to secure the
payment of any xxxx for work done or material furnished to Lessee
during the term created by this Lease. Lessor shall not be liable nor
shall the leased Premises be subject to any mechanics, materialmen or
other type liens. Lessee shall keep the Premises and property in which
the leased Premises are situated free from any such liens and shall
indemnify Lessor against and satisfy any such liens which may obtain
because of acts of Lessee notwithstanding the foregoing provision.
17. Holding Over
If the Lessee retains possession of the Premises or any part thereof
after the termination of the term of this Lease or any extension
thereof, the Lessee shall pay to the Lessor rent during such holding
over in an amount equal to 150% of the monthly rent in effect for the
month immediately preceding said holdover, for the time the Lessee
thus remains in possession. The provisions of this paragraph do not
waive the Lessor's rights of re-entry or any other right hereunder.
Any retention of the Premises after the termination of this Lease or
any extension thereof shall be considered as a month-to-month holding
over unless otherwise agreed to in writing by both parties.
18. Indemnification
Lessee shall indemnify and hold Lessor harmless from and against any
and all loss, cost, damage and expense resulting from all claims for
damage or injury to any person or property arising out of any or in
any way connected with Lessee's use and occupancy of the leased
Premises and adjoining area or resulting from any act or omission of
Lessee, its employees, agents, guests, invitees or otherwise with
respect to the Premises, unless such injury or damage results from the
negligence or improper conduct of Lessor, its employees, agents,
guests, invitees or otherwise.
19. Condemnation
In the event the whole or any part of the leased Premises shall be
taken or condemned for any public or quasi-public use or purpose, the
Lessor or Lessee may, at its option, to be exercised in writing within
ten (10) days after the Lessor shall have given Lessee written notice
of such taking (or in the absence of such notice, within ten (10) days
after the condemning authority shall have taken
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possession) terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this
Lease in accordance with the foregoing, this Lease shall remain in
full force and effect as to the portion of the Premises remaining,
except that the rent shall be reduced in the proportion that the floor
area of the Premises taken bears to the total floor area of the
Premises. In the event this Lease is not terminated by reason of such
condemnation, Lessor shall, to the extent of severance damages
received by Lessor in connection with such condemnation, repair any
damage to the Premises caused by such condemnation except to the
extent that Lessee has been reimbursed therefor by the condemning
authority.
Lessor reserves and excepts all rights to damages to the Premises
accruing in case of exercise of eminent domain or by reason of
anything lawfully done in pursuance of public or other authority, and
Lessee hereby grants, assigns and releases to Lessor all Lessee's
rights to damages so accruing and agrees to deliver such further
instruments of assignment thereof as Lessor may from time to time
request, hereby irrevocably designating, and appointing Lessor as its
attorney-in-fact to execute and deliver in Lessee's name and behalf
all such further assignments thereof; provided, however, that Lessee
shall be entitled to any award for loss of or damage to Lessee's trade
fixtures and removable personal property. Lessee shall be entitled to
any rights to any award for its moving expenses or to any other
special award (including without limitation a special award
attributable to Lessee's trade fixtures and equipment) not
constituting part of the compensation for the Premises and not
diminishing the amount of the award to which Lessor would otherwise be
entitled.
20. Waiver of Subrogation
The Lessor hereby waives any and all right of recovery against Lessee
to the extent of Lessor's insurance coverage from fire or other hazard
to any property covered by the customary fire insurance policies with
extended coverage endorsement, whether caused by or contributed to by
the negligence of Lessee, its employees, agents or otherwise.
21. Default
In the event the Lessee shall default in the payment of rent or any
other sums payable by Lessee herein and such default shall continue
for a period of ten (10) days after notice, or if the Lessee shall:
(1) abandon the Premises and remove or attempt to remove therefrom the
major portion of its furniture or fixtures; (2) default in the
performance of any other covenants or agreements of this Lease and
such default shall continue for thirty (30) days; or (3) become
bankrupt, insolvent or any debtor proceedings be taken by or against
the Lessee, then and in addition to any and all other legal remedies
and rights, the Lessor may, without first
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obtaining a distress warrant: (a) lock up the leased Premises; or (b)
terminate this Lease and retake possession of the leased Premises; or
(c) enter the leased Premises and relet the same without termination.
In the latter event, the Lessee covenants and agrees to pay any
deficiency after Lessee is credited with the rent thereby obtained,
less all repairs and expenses (including the expenses of obtaining
possession). Adoption of one or more such remedies or right by Lessor
shall not necessarily prevent the enforcement of others concurrently
or thereafter.
The Lessee also covenants and agrees to pay reasonable attorney's
fees, costs and expenses of the Lessor if the Lessor employs an
attorney to collect rent or enforce other rights herein in event of
any breach as aforesaid.
22. Quiet Enjoyment
The Lessor covenants and agrees the Lessee, on paying said monthly
rent and performing the covenants herein, shall and may peaceably and
quietly hold and enjoy the said leased Premises and common areas
including, but not limited to, parking areas, sidewalks, entrances,
exits, lobbies, restrooms and lounges for the term aforesaid.
23. Notices
All notices, demands and requests required under this Lease shall be
in writing. All such notices, demands and requests shall be deemed
sufficiently given for all purposes hereunder if sent by U. S.
certified or registered mail, postage prepaid, to the Lessor or Lessee
at the addresses indicated below, or at such other addresses as Lessor
or Lessee may from time to time designate by written notice addressed
to the other. Such notices, demands and requests shall be deemed
sufficiently given upon receipt by the party to whom such notice is
addressed.
Notices to Lessor- Cadillac Plastic Group, Inc.
Xxxxx 00-0000
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Secretary
Notices to Lessee - Nuclear Research Corporation
000 Xxxxx Xxx.
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: President
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24. Waiver
No failure by either party hereto to insist upon the strict
performance of any covenant, term or condition of this Lease or to
exercise any right or remedy consequent upon a breach thereof shall
not waive such covenant, term, condition, right or remedy. Either
party shall have the right to seek performance of any covenant, term
or condition at any time and take such action as may be lawful or
authorized, either in law or in equity. This Lease shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
25. Written Agreement
This Lease, and any other executed documents of even date herewith,
contain the entire Lease between the parties hereto with respect to
the transactions contemplated herein and there are no representations,
warranties, understandings and agreements other than those expressly
set forth herein and therein. This Lease may not be modified, altered,
terminated or discharged in any manner except by an instrument in
writing, signed on or subsequent to the date hereof by the duly
authorized representatives of the party charged therewith.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date
first above written.
WITNESS: LESSOR
_____________________ CADILLAC PLASTIC GROUP, INC.
_____________________ By:/s/ Xxxx X. Xxxx, Xx.
Its: Vice President & Secretary
WITNESS: LESSEE
_____________________ NUCLEAR RESEARCH CORPORATION
_____________________ By: /s/ Xxxx X. Xxxxxxx
Its: President
EXHIBIT A
[GRAPHIC OMITTED - MAP OF LEASED PREMISES]
