EXHIBIT 10.7
ALBANY STREET PLAZA
OFFICE LEASE
ALBANY STREET PLAZA REAL ESTATE MANAGEMENT COMPANY
LANDLORD
AND
INVENTA CORPORATION
TENANT
DATED: SEPTEMBER 8, 1998
REVISED: OCTOBER 21, 1998
TABLE OF CONTENTS
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Page
Article 1.00 Basic Lease Information 6
Article 2.00 Demised Premises 8
2.01 Agreement And Description 8
2.02 Warranty Of Title/Quiet Enjoyment 8
2.03 Estoppel 8
2.04 Initial Condition Of Premises 8
2.05 Use Of The Premises 8
Article 3.00 Term, Commencement, Occupancy 8
3.01 Term 8
3.02 Occupancy 8
3.03 No Notice For Termination 8
3.04 Holdover 9
Article 4.00 Rent 9
4.01 General 9
4.02 Unspecified Costs 9
4.03 Due Date 9
4.04 Rental Years 9
4.05 Covenant To Pay Rent; Place Of Payment 9
4.06 No Waiver Upon Receipt 9
4.07 Late Charge 9
Article 5.00 Tax 9
5.01 Abatement 9
5.02 Payment 9
Article 6.00 Acceptance Of Premises 9
Article 7.00 Subordination 10
7.01 To Mortgages And Leases in General 10
7.02 To The Master Lease 10
Article 8.00 Tenant's Improvements, Fixtures And Mechanic's Liens 10
8.01 Improvements 10
8.02 Landlord's Right To Enter 10
8.03 Mechanic's Liens 10
8.04 Fixtures 10
Article 9.00 Prompt Occupancy And Use 10
9.01 Continuous Occupancy 10
9.02 Operations In Good Faith 10
9.03 Hours And Days Of Operation 10
Article 10.00 Operation By Tenant 10
10.01 Tenant's Maintenance Obligations 10
10.02 Prohibitions 11
10.03 Paraphernalia And Pornography Prohibited 11
Article 11.00 Structural Repairs 11
Article 12.00 Interior Repairs 11
12.01 Tenant's Repairs 11
12.02 Tenant's Indemnification 12
Article 13.00 Damage To Premises 12
Article 14.00 Alterations 12
14.01 Tenant's Improvements 12
14.02 Exterior And Structural Improvements 12
14.03 Signs And Advertising 12
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14.04 Painting/Decorations 12
14.05 Approval By Landlord 12
Article 15.00 Roof And Walls 12
Article 16.00 Common Facilities 12
16.01 General 12
16.02 Operation And Maintenance 13
16.03 Landlord's Right To Alter 13
Article 17.00 Expense Of Common Facilities 13
17.01 Landlord's Operating Costs 13
17.02 Tenant's Share 13
17.03 Payment And Adjustment Of Tenant's Share 13
Article 18.00 Payment Of Utility Charges, Etc. 13
18.01 Electricity 13
18.02 Payment Of Charges 13
18.03 Interruption In Service 14
18.04 Alteration Of Service 14
Article 19.00 Insurance 14
19.01 Insurance Required 14
19.02 Compliance With Landlord's Policies 14
19.03 Waiver Of Subrogation 14
Article 20.00 Indemnity 14
Article 21.00 Fire Or Other Casualty 15
21.01 Repair, Rent Abatement 15
21.02 Termination By Landlord 15
21.03 Demolition 15
Article 22.00 Condemnation 15
Article 23.00 Inspections By Landlord 15
Article 24.00 No Assignment, Etc. 15
24.01 General 15
24.02 Any Assignment Void 15
24.03 Limitation On Remedies 16
Article 25.00 Default 16
25.01 Events Of Default 16
25.02 Landlord's Remedies 18
25.03 Certain Damages 16
25.04 Continuing Liability After Termination 17
25.05 Cumulative Remedies 17
Article 26.00 Default By Landlord 17
Article 27.00 Successors And Assigns 17
Article 28.00 Governing Law 17
Article 29.00 Captions 17
Article 30.00 Brokers 18
Article 31.00 Written Modification 18
Article 32.00 Severability 18
Article 33.00 Notices 18
Article 34.00 Option To Renew 18
34.01 Term, Notice 18
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34.02 Rent 18
Article 35.00 Joint And Several Liability 18
Article 36.00 Not A Joint Venture 18
Article 37.00 No Option 19
Article 38.00 Third Party Beneficiary 19
Article 39.00 Compliance With All Laws 19
Article 40.00 Limitation On Recourse 19
Article 41.00 Force Majeure 19
Article 42.00 No Recordation 19
Article 43.00 Effect Of Sale 19
Article 44.00 Tenant's Ecra Warranty 19
Article 45.00 Use Of Asbestos 19
Article 46.00 Corporate Tenancy 20
Article 47.00 Parking 20
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TABLE OF EXHIBITS
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The following exhibits are attached to this Lease and are made part of this
Lease Agreement:
Page
EXHIBIT A The Premises 21
EXHIBIT B Rent Schedule 22
EXHIBIT C Approved Sign Design 23
EXHIBIT D Work Letter/Tenant's Plans 24
EXHIBIT E Master Lease 25
EXHIBIT F Cleaning Schedule 30
EXHIBIT G Rules and Regulations 31
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FIRST ADDENDUM TO LEASE
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THIS FIRST ADDENDUM-TO LEASE (this "Addendum") is made by and between ALBANY
STREET PLAZA REAL ESTATE MANAGEMENT COMPANY ("Landlord"), and INVENTA
CORPORATION ("Tenant"), to be a part of that certain Lease Agreement (and
Addendum thereto) of even date herewith between Landlord and Tenant (the
"Lease") concerning a 5200 square feet of office space located at that building
commonly known by the street address of 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxx
Xxxxxx, together with up to 30 parking spaces allocated thereto. Landlord and
Tenant agree that, notwithstanding anything to the contrary in the Lease, the
Lease is hereby modified and supplemented as set forth below.
1. Commencement Date: The Lease shall commence on November 15, 1998.
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2. Taxes: "Taxes" shall not include and Tenant shall not be required to pay
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any portion of any tax or assessment expense or any increase therein (i)
levied on Landlord's rental income, unless such tax or assessment expense is
imposed in lieu of real property taxes; (ii) in excess of the amount which
would be payable if such tax or assessment expense were paid in installments
over the longest possible term; (iii) imposed on land and improvements other
than the Premises; or (iv) attributable to Landlord's net inheritance, gift,
transfer, estate or state taxes.
3. Operating Costs: "Operating Costs" shall not include and Tenant shall in no
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event have any obligation to perform or to pay for the following
(collectively, "Costs"); (i) Costs occasioned by the act, omission or
violation of any law by Landlord, any other occupant of the Building, or
their respective agents, employees or contractors; (ii) Costs occasioned by
fire, acts of God, or other casualties or by the exercise of the power of
eminent domain; (iii) Costs to correct any construction defect in the
Premises or the Building or to comply with any CC&Rs or law applicable to
the Premises or the Building on the Lease Commencement Date; (iv) Cost of
any renovation, improvement, painting or redecorating of any portion of the
Building not made available for Tenant's use; (v) Costs incurred in
connection with negotiations or disputes with any other occupant of the
Building and Costs arising from the violation by Landlord or any occupant of
the Building (other than Tenant) of the terms and conditions of any lease or
other agreement; (vi) insurance Costs for coverage not customarily paid by
tenants of similar buildings in the vicinity of the Premises and premiums
and deductibles for coverages in excess of standard "all-risk" premiums and
deductibles, increases in insurance Costs caused by the activities of
another occupant of the Building, insurance deductibles, and co-insurance
payments; and (vii) Costs to respond to any claim of Hazardous Material
contamination or damage, except to the extent caused by the release or
emission of the Hazardous Material in question by Tenant.
4. Expansion Option: Tenant shall have an option on 3,600 square feet of space
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commencing October 1, 1999, if it becomes available, at all the terms of
this lease, including rent, and a tenant improvement allowance of $5.00/rsf.
Tenant shall provide Landlord notice that Tenant desires to rent such space
by March 1, 1999.
5. Tenant's Right of First Refusal: Tenant shall have the right of first
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refusal on any space becoming available in the existing or proposed adjacent
building. Landlord shall notify Tenant of any possible vacancy and Tenant
shall notify Landlord within 30 days of its intention to exercise its right
of first refusal. Any exercise of such right shall be at all the terms of
this lease, including rent, and a tenant improvement allowance of $5.00/rsf.
And any tenancy created thereby, and shall run coterminous with this lease.
6. Tenant's Right of Termination: Tenant shall have the right to terminate the
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Lease after twenty four (24) months with three months prior written notice,
if Landlord is unable to provide written assurance by such time that it can
provide an additional space of 6500 square feet within twenty four (24)
months of the commencement of this Lease.
7. Compliance with Laws: Tenant shall comply with or cause the Premises to
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comply with any laws, rules or regulations unless the compliance with any of
the foregoing is necessitated solely due to Tenant's particular use of the
Premises.
8. Soundness of Tenant Improvement and Other Improvements: Notwithstanding
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anything to the contrary in the lease, effective upon delivery of the
Premises to Tenant, Landlord does hereby warrant that (a) the construction
of the Improvements was performed in accordance with all rules, regulations,
codes, statutes, ordinance, and laws of all governmental and quasi-
governmental authorities, in accordance with the Final Plans, and in a good
and xxxxxxx-like manner, (b) all material and equipment installed therein
conformed to the Final Plans and was new and otherwise of good quality, (c)
the electrical, plumbing, and mechanical systems servicing the Premises are
in working order and in good condition, and (d) the roof is in good
condition and water tight. All repairs to such systems within six (6) months
of the Commencement Date shall be performed at Landlord's sole expense.
9. Repairs and Maintenance: Landlord shall perform and construct, and Tenant
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shall have no responsibility to perform or construct, any repair,
maintenance or improvements (i) necessitated by the sole acts or omissions
of Landlord, or its respective agents, employees or contractors, or (ii) for
which Landlord has a right of reimbursement from others. Landlord shall
contract for the maintenance of the landscape and HVAC systems, which costs,
to the extent they do not exceed the costs of comparable services provided
in the general locale of the Premises, shall be allocated to Tenants as
Operating Costs under the Lease.
10. Indemnity and Insurance: The Tenant agrees to and shall save, hold and keep
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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
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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, except to the extent
caused by the negligence or willful misconduct of Landlord, or Landlord's
agents, employees guests, licensees, invitees or other Tenants.
11. Surrender: Tenant's obligations with respect to the surrender of the
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Premises shall be fulfilled if Tenant surrenders possession of the Premises
in the condition existing at the Lease Commencement Date, ordinary wear and
tear, acts of God, casualties, condemnation, Hazardous Materials (other than
those released or emitted by Tenant or its agents, employees or contractors
in or about the Premises), and alterations or other interior improvements
which Landlord states in writing may be surrendered at the termination of
the Lease, excepted.
12. Reasonable Expenditures: Any expenditure by a party permitted or required
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under the Lease, for which such party is entitled to demand and does demand
reimbursement from the other party, shall be limited to the fair market
value of the goods and services involved, shall be reasonably incurred, and
shall be substantiated by documentary evidence available for inspection and
review by the other party or its representative during normal business
hours.
13. Effect of Addendum: All terms with initial capital letters used herein as
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defined terms shall have the meanings ascribed to them in the Lease unless
specifically defined herein. In the event of any inconsistency between this
addendum and the Lease, the terms of this addendum shall prevail. As used
herein, the term "Lease" shall mean the Lease, this Addendum and all riders,
exhibits, rules, regulations, referred in the Lease or this addendum.
ATTEST: ALBANY STREET PLAZA REAL ESTATE MANAGEMENT COMPANY
/s/ [ILLEGIBLE]^^ 11/4/98 /s/: Xxxx Xxxxxx 11-4-98
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Witness Date Xxxx Xxxxxx Date
Managing Partner
ATTEST: Inventa Corporation
/s/ [ILLEGIBLE]^^ 11/3/9? /s/ Xxxxx Xxxxxxxxx 11/3/9?
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Witness Date Xxxxx Xxxxxxxxx Date
CEO
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LEASE AGREEMENT
This Lease Agreement dated, September 8, 1998 is made by and between Albany
Street Plaza Real Estate Management Company having an address c/o Boraie Realty,
000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000 (Landlord) and
Inventa Corporation having an address at 0000 Xxxxxxxxx Xxxxx, Xxxxx # 000,
Xxxxx Xxxxx, XX 00000 (Tenant).
WITNESSETH:
Landlord and Tenant, intending to be legally bound, hereby covenant and agree as
follows:
ARTICLE 1.00 BASIC LEASE INFORMATION
In addition to the terms used in the Article which are defined elsewhere in this
Lease, the following defined terms may be used in this Lease:
a) Tenant's Trade Name: Inventa Corporation
b) Tenant's Address: 0000 Xxxxxxxxx Xxxxx, Xxxxx # 000
Xxxxx Xxxxx, XX 00000
c) Landlord: Albany Street Plaza Real Estate Management
Company
d) Landlord's Address: c/o Boraie Development Corp.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
e) Albany Street Plaza Address: 000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
f) Commencement Date: November 1, 1998
g) Termination Date: October 31, 2003
h) Security Deposit: $22,533.34 (2 month rent)
i) Annual Basic Rent: $135,000.00 Years 1-5
$11,266.67 monthly
j) Monthly Basic Rent: Per Month Commencing on the Commencement
Date Subject to Adjustments for the First
and Last Months Rent Pursuant to Sections
4.02 and 4.03.
k) Leaseable Area of the Premises: Approximately 5200 Square Feet
l) Leaseable Area of Albany Street 120,000 Square Feet
Plaza:
m) Permitted Use: Office Space and Related Purposes
Incidental to Tenant's
n) Minimum Business Hours: Monday - Friday, 7:00 AM - 7:00 PM
Saturday, 7:00 AM - 3:00 PM
o) Broker: Boraie Realty
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
p) Additional Rent: Any and all amounts (Including Without
Limitation Tenant's Share of Landlord's
Operating Costs) which this Lease Requires
Tenant to pay in addition to Annual Basic
Rent.
q) Premises: The Premises shown on Exhibit A to this
and known as partial 0xx xxxxx
x) Xxxxxx Xxxxxx Xxxxx: The Shopping Center and Office Development
Consisting of the Land and all
Improvements built on the land, including
Without Limitation, the Parking Lot,
Walkways, Driveways, Fences and
Landscaping, located at 000 Xxxxxx
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Xxxxxx, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000.
s) Building: The office and retail building which is
part of Albany Street Plaza.
t) Rent: The Annual Basic Rent and Additional Rent.
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ARTICLE 2.00 DEMISED PREMISES
Section 2.01 Agreement and Description
Landlord, for and in consideration of the terms, covenants and conditions herein
contained, does hereby demise, lease and let to Tenant, and Tenant does hereby
hire and take from Landlord for the term hereof subject to the terms, covenants
and conditions herein contained, approximately 5200 square feet on the 7th floor
known as Suite 700 of the building commonly known and designated as Albany
Street Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000 as more
specifically described on the sketch attached as Exhibit A (the "Premises").
Section 2.02 Warranty of Title/Quiet Enjoyment
Landlord hereby warrants that it and no other person or corporation has the
right to lease the Premises hereby demised. Tenant shall have peaceful and quiet
use and possession of the Premises without hindrance on the part of Landlord.
However, Tenant acknowledges that neither Landlord nor its agents have made any
representations or warranties as to the suitability or fitness of the Premises
for the conduct of Tenant's business or for any other purpose.
Section 2.03 Estoppel
Tenant agrees that at any time, and from time to time, at reasonable intervals,
within twenty (20) days after written request by Landlord, Tenant will execute,
acknowledge and deliver to Landlord and/or to such assignee or secured party as
may be designated by Landlord, a certificate stating
(a) that the Lease is unmodified and in full force and effect (or if there
have been modifications, that the Lease is in full force and effect as
modified, and identifying the modification agreements, or if the Lease
is not in full force and effect the certificate shall so state);
(b) the date to which rental has been paid under the Lease;
(c) whether or not there is any existing default by Tenant in the payment
of any rent or other sum of money under the Lease, and whether or not
there is any other existing default by either party under the Lease
with respect to which a notice of default has been served, and if
there is any such default, specifying the nature and extent thereof;
(d) whether or not there are any setoffs, defenses or counterclaims
against enforcement of the obligations to be performed by Tenant under
the Lease; and
(e) such other matters relating to this Lease as may be reasonably
requested by Landlord or any of its aforesaid designees.
Section 2.04 Initial Condition of Premises
Landlord agrees that prior to commencement of the Lease it will provide concrete
structural frame, concrete floor slab, demising walls as set forth on Exhibit A,
power to electrical rooms (and to the Premises), roughing for water and sanitary
sewer to the demising walls and standard automatic wet sprinkler system and
improvements in accordance with the plans and specifications set forth on
Exhibit D (Work Letter/Tenant's Plans) attached hereto.
Section 2.05 Use of the Premises
Tenant shall use the Premises to operate only for office space and related
purposes incidental to Tenants business, and in accordance with applicable law
(the "Permitted Use").
ARTICLE 3.00 TERM; COMMENCEMENT; OCCUPANCY
Section 3.01 Term
This Lease shall be for a term of five (5) years (the "Term"), commencing on the
"Commencement Date" (as hereinafter defined) and expiring at the close of
business October 31, 2003 (5) years after said Commencement Date (the
"Termination Date"), subject to any option rights which may be contained in
Article 34.00 hereof.
Section 3.02 Occupancy
Notwithstanding any other provision of this Lease to the contrary, in no event
shall Tenant occupy or use the Premises for any purpose prior to the Landlord's
receipt of a Certificate of Occupancy ("CO") for the Building.
Section 3.03 No Notice for Termination
This Lease shall terminate on the Termination Date set forth in Section 3.01, or
any extension or renewal thereof, without the necessity of any notice from
either Landlord or Tenant to terminate the same. Tenant hereby waives any
statutorily required notice to vacate the Premises and agrees that Landlord
shall be entitled to the benefit of all provisions of law respecting the summary
recovery of possession of Premises from a Tenant holding over to the same extent
as if statutory notice had been given. For the period of three (3) months prior
to the Termination Date, or any renewal or extension, Landlord shall have the
right to display on the exterior of the Premises a "For Rent" sign; and during
such period Landlord may show the Premises to prospective tenants during normal
business hours with reasonable notice.
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Section 3.04 Holdover
If Tenant shall be in possession of the Premises after the Termination Date set
forth in section 3.01, in the absence of any agreement extending the term
hereof, the tenancy under this Lease shall become one from month to month, which
either party may terminate on thirty (30) days prior written notice. During such
occupancy subsequent to the Termination Date, Tenant shall pay such rent as the
Landlord, in his sole discretion, shall deem appropriate.
ARTICLE 4.00 RENT
Section 4.01 General
Tenant covenants and agrees to pay the Landlord, as rental during the Term for
the Premises, an annual basic rent as set forth on Exhibit B ("Annual Basic
Rent") payable in equal monthly installments as set forth on Exhibit B ("Monthly
Basic Rent"). Landlord and Tenant agree that the Annual Basic Rent shall change
by no more that one (1%) percent due to any inaccuracy in the calculation of
leasable square feet occupied by the Premises as stated in subsection 1.00 (k).
Tenant covenants and agrees to pay, when due, any an all Additional Rent as
hereinafter set forth in this Lease.
Section 4.02 Unspecified Costs
Any cost of any nature not specified in this Lease attributable to the
operation, maintenance, alteration or improvement of the Premises shall, at the
option of the Landlord, if not paid when due, be deemed Additional Rent and
collectible as such with the next installment of Monthly Basic Rent. Nothing
herein contained shall be deemed to suspend or delay the payment of any sum at
the time the same becomes due and payable hereunder, or limit any other remedy
of the Landlord.
Section 4.03 Due Date
Monthly Basic Rent shall be payable in advance on the first business day of each
full calendar month during the Term, the first such payment, to be paid on the
Commencement Date, shall include any prorated Annual Basic Rent for the period
from the Commencement Date to the first day of the first full calendar month in
the Term.
Section 4.04 Rental Years
The first "Rental Year" shall begin on the Commencement Date and shall end at
the close of the twelfth full calendar month following the Commencement date;
thereafter a Rental Year shall consist of successive periods of twelve calendar
months. Any portion of the Term remaining at the end of the last full Rental
Year shall constitute the final Rental Year and rentals and all other charges
shall be apportioned therefore and promptly paid as provided herein on the basis
of the number of days in such final Rental Year divided by 365 days.
Section 4.05 Covenant to Pay Rent; Place of Payment
Tenant covenants to pay all Rent when due, without any setoff, deduction or
demand whatsoever. Any monies paid or expenses incurred by Landlord to correct
violations of any of the Tenant's obligations hereunder shall be payable to
Landlord as Additional Rental. Any Additional Rent provided for in this Lease
shall be due with the next installment of Annual Basic Rent due after receipt of
notice of such Additional Rent from Landlord. Rent and statements required of
Tenant shall be paid or delivered to Landlord at such place as Landlord may from
time to time designate in writing to Tenant.
Section 4.06 No Waiver. Upon Receipt
Receipt and acceptance by Landlord of any rentals, additional rentals and
charges with knowledge of the breach of any covenant or condition of this lease
by Tenant shall not be deemed a waiver of such breach.
Section 4.07 Late Charge
Notwithstanding anything to the contrary herein contained, in order to cover the
extra expense involved in handling delinquent payments, Tenant shall pay a late
charge of five percent (5%) of the overdue payment when any payment of Rent
hereunder is paid more than five (5) days after the due date thereof. It is
understood and agreed that this charge is for additional expense incurred by
Landlord and shall not be considered interest.
ARTICLE 5.00 TAX
Section 5.01 Abatement
Landlord anticipates having a property tax abatement for 15 years, whereby
Landlord will make certain payments in lieu of real estate taxes. The Tenant is
responsible for Tenant's share of said in lieu of tax payments. If at any future
time Landlord becomes obligated to pay taxes, Tenant shall be obligated to pay
as Tenant's share of such tax. If at any future time said property tax or in
lieu of property tax payment shall increase, Tenant shall pay Tenant's share of
the increase.
Section 5.02 Payment
Each month as Additional Rent, Tenant shall pay to Landlord one-twelfth (1/12)
of Tenant's Share of the appropriate property tax payment as specified in
Section 5.01 of this Lease.
ARTICLE 6.00 ACCEPTANCE OF PREMISES
By opening for business, Tenant Shall be deemed to have accepted the Premises,
acknowledged that the same are in the condition called for hereunder and agreed
that the obligations of the Landlord imposed hereunder have been fully
performed.
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ARTICLE 7.00 SUBORDINATION
Section 7.01 To Mortgages and Leases in General
This Lease shall not be a lien against the Premises in respect to any mortgages,
or ground or master leases, that are, now or may hereafter be placed upon the
Premises. All such mortgages, or ground or master leases shall have preference
and precedence, and be superior and prior in lien, to this Lease, irrespective
of the date of recording. This provision shall be self-operative and no further
instrument of subordination shall be required. Nevertheless, Tenant agrees to
execute without cost any instruments which Landlord may deem necessary or
desirable to confirm the subordination of this Lease. A refusal by the Tenant to
execute such instruments shall constitute a default under this Lease.
Section 7.02 To the Master Lease
This lease is subordinate to the Master Lease Agreement ("Master Lease") for the
Albany Street Plaza, between Albany Street Plaza Urban Renewal Association as
master lessor and Albany Street Plaza Real Estate Management Company as master
lessee. The terms and conditions of the Master Lease are incorporated herein and
are binding upon the parties hereto as if set forth fully herein. Where the
provisions of the Master Lease and this Lease are conflicting, the Master Lease
shall be controlling.
ARTICLE 8.00 TENANT'S IMPROVEMENTS, FIXTURES AND MECHANIC'S LIENS
Section 8.01 Improvements
On or before the Commencement date, Landlord shall substantially complete all
work to the Premises for Tenant in accordance with the description set forth in
Exhibit D (Work Letter/Tenant's Plans). All improvements to the Premises other
than those specified in Exhibit D shall be the obligation of the Tenant.
Section 8.02 Landlord's Right to Enter
Notwithstanding the Commencement Date, Landlord shall have the right to enter
the Premises as reasonably necessary to complete construction of the building.
Section 8.03 Mechanic's Liens
In the event any mechanic's lien shall at any time, whether before, during or
after the Term, be filed against any part of Albany Street Plaza by reason of
work, labor, services or materials performed or furnished to Tenant or to anyone
holding the Premises through or under Tenant, Tenant shall forthwith cause the
same to be discharged of record or bonded to the satisfaction of Landlord. If
Tenant shall fail to cause such lien to be so discharged or bonded within twenty
(20) days after being notified in writing of the filing thereof, then, in
addition to any other right or remedy of Landlord, Landlord may discharge the
same by paying the amount claimed to be due, and the amount so paid by Landlord
and all costs and expenses (including reasonable attorney's fees incurred by
Landlord in procuring the discharge of such lien) shall be due and payable by
Tenant to Landlord as Additional Rent upon demand.
Section 8.04 Fixtures
All trade fixtures and apparatus (as distinguished from leasehold improvements)
owned by the Tenant and installed in the Premises shall remain the property of
Tenant and shall be removable at any time, including the expiration of the Term.
At the termination of this Lease, all erections, alterations, additions and
improvements, whether temporary or permanent in character, which may be made
upon the Premises by any person, except furniture, movable trade fixtures or
movable machinery or equipment of the Tenant, shall become the property of the
Landlord and shall remain upon and be surrendered with the Premises as a part
thereof without compensation to the Tenant or to anyone else.
ARTICLE 9.00 PROMPT OCCUPANCY AND USE
Section 9.01 Continuous Occupancy
Tenant shall not abandon the Premises.
Section 9.02 Operations in Good Faith
Tenant shall cause said business to be conducted and operated in good faith.
Section 9.03 Hours and Days of Operation
The Building will remain open for business during the hours from Monday to
Friday, 7:00 AM to 7:00 PM and Saturday, 7:00 AM to 3:00 PM.
ARTICLE 10.00 OPERATION BY TENANT
Section 10.01 Tenant's Maintenance Obligations
In regard to use and occupancy of the Premises, and subject to Landlord's
janitorial service and cleaning Schedule set forth on Exhibit F, at its expense
Tenant shall:
(a) Replace promptly any cracked or broken glass of the Premises with glass
of like kind and quality if breakage is due to the negligence of
Tenant, its agents or employees;
(b) Maintain the Premises in a clean, orderly and sanitary condition;
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(c) Keep any garbage, trash, rubbish or refuse in containers within the
interior of the Premises until removed by Landlord's janitorial
service;
(d) Keep all mechanical apparatus free of vibration and noise which may be
transmitted beyond the Premises;
(e) Comply with all laws and ordinances, rules and regulations of
governmental authorities and all recommendations of the Fire
Underwriters Rating Bureau now or hereafter in effect in regard to
Tenant's business;
(f) Conduct its business in all respects in a dignified manner in
accordance with high standards of office operation consistent with the
quality of operation of the Albany Street Plaza as reasonably
determined by Landlord; and
(g) Comply with all rules and regulations as Landlord shall implement from
time to time.
(h) Comply with all rules and regulations as set forth by the City of New
Brunswick for the recycling of paper, bottles, cans, newspaper, etc.
Section 10.02 Prohibitions
In regard to use and occupancy of the Premises and common facilities, Tenant
shall not:
(a) Place or maintain any merchandise, trash, refuse or other articles in
any vestibule or entry of the Premises, on the sidewalks or corridors
adjacent thereto or elsewhere on the exterior of the Premises so as to
partially obstruct any driveway, sidewalk, parking area, mall or any
other common facility;
(b) Use or permit the use of any objectionable advertising medium such as,
without limitation, loudspeakers, phonographs, public address systems,
sound amplifiers, reception of radio or television broadcasts within or
outside of the Albany Street Plaza which is in any manner audible or
visible outside of the Premises;
(c) Permit accumulations of garbage, trash, rubbish or other refuse within
or without the Premises;
(d) Cause or permit objectionable odors to emanate or be dispelled from
the Premises:
(e) Solicit business in the parking area or other common facilities;
(f) Distribute handbills or other advertising matter to, in or upon any
automobiles parked in the parking areas or in any other common
facility;
(g) Permit the parking of delivery vehicles so as to interfere with the use
of any driveway, sidewalk, parking area, lobby or other common facility
in the Albany Street Plaza;
(h) Receive or ship articles of any kind except through service facilities
provided by the Landlord between 8:00 AM. 7:00 PM. in the area
designated on Exhibit A;
(i) Use the Albany Street Plaza, sidewalk or any other common area facility
adjacent to the Premises for the sale or display of any merchandise or
for any other business, occupation or undertaking;
(j) Conduct or permit to be conducted any auction, fire, going out of
business, bankruptcy, or other similar type sale in or connected with
the Premises;
(k) Use or permit the use of any portion of the Premises for any unlawful
purpose; or
(l) Place a load upon any floor which exceeds the floor load for which the
floor was designed to carry or allowed by law.
Section 10.03 Paraphernalia and Pornography Prohibited
Tenant acknowledges that it is Landlord's intent that the Albany Street Plaza be
operated in a manner which is consistent with the highest standards of decency
and morals prevailing in the community which it serves. Toward that end, Tenant
agrees that it shall not sell, distribute, display or offer for sale (i) any
xxxxx clip, water pipe, bong, toke, coke spoon, cigarette papers, hypodermic
syringe or other paraphernalia commonly used in the use or ingestion of illicit
drugs, or (ii) any pornographic material found to be illegal by a court of law
in the State of New Jersey, the Third Circuit Court of Appeals or the United
States Supreme Court.
ARTICLE 11.00 STRUCTURAL REPAIRS
Landlord shall make all structural repairs to the Premises and will keep in good
order or repair the roof and the exterior of the Premises, except any doors, or
door frames, storefronts, windows, and glass; provided Tenant shall give
Landlord reasonable written notice of the necessity for such repairs, and
provided that the damage thereto shall not have been caused by negligence of
Tenant, its concessionaires, officers, employees, licensees, contractors or
agents, in which event Tenant shall be responsible therefore.
ARTICLE 12.00 INTERIOR REPAIRS
Section 12.01 Tenant's Repairs
Excluding utilities not exclusively serving the Premises and the sprinkler,
Tenant shall keep all non-structural elements and the interior of the Premises,
together with all electrical, plumbing and other mechanical installations
therein, in good order and repair and make all replacements thereto at its
expense, if repair and/or replacement is necessary due to the negligence of
Tenant, its agents or employees. Tenant shall surrender the Premises at the
expiration of the Term or at such other time as it may vacate the Premises in as
good condition as when received, except for ordinary wear and tear. Tenant shall
not overload the electrical wiring or other services or utilities serving the
Premises or within the Premises, and shall install at its expense, subject to
the provisions of Article 14 herein, any additional electrical wiring or service
which may be required in connection with Tenant's Permitted Use.
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Section 12.02 Tenant's Indemnification
Any damage sustained by any party caused by mechanical, electrical, plumbing or
any other equipment or installations, whose maintenance and repair is the
responsibility of the Tenant shall be paid by Tenant, and Tenant shall indemnify
and hold Landlord harmless from and against any and all claims, actions, damages
and liability in connection therewith, including, but not limited to attorney's
and other professional fees, and any other cost which Landlord might reasonably
incur.
ARTICLE 13.00 DAMAGE TO PREMISES
Tenant shall repair at its expense any damage to the Premises, or the building
in which the Premises are located, caused by bringing into the Premises any
property for Tenant's use, or by the installation or removal of such property,
unless caused by Landlord, its agents, employees or contractors; and in default
of such repairs by Tenant, at the expiration of fifteen (15) days after
delivery, except in case of emergency, of written notice to Tenant, Landlord may
make the same and Tenant agrees to pay to Landlord promptly upon Landlord's
demand, as Additional Rent, the cost thereof with interest at the rate of the
lesser of twelve percent (12%) per annum or the legal rate of interest in the
State of New Jersey as established from time to time.
ARTICLE 14.00 ALTERATIONS BY TENANT
Section 14.01 Tenant's Improvements
Tenant agrees that it shall not improve or alter the Premises in any way without
prior written approval of Landlord, which approval shall not be unreasonably
withheld as to non-structural or cosmetic alterations. Any improvements made by
Tenant which have been approved by Landlord shall be at the sole cost and
expense of Tenant. Tenant agrees that any improvements or alterations approved
by Landlord shall be constructed in a good and workmanlike manner. During the
Term of the Lease, Tenant shall maintain such improvements and alterations in
good condition. Tenant agrees that any additions, alterations and improvements
made by it to the Premises (leasehold improvements) shall upon termination of
the Lease automatically and without payment become the property of Landlord and
shall remain upon the Premises in the absence of written agreement to the
contrary. Tenant further shall not cut or drill into or secure any fixture,
apparatus, or equipment of any kind to any part of the Premises except telephone
equipment, artwork, computer equipment and related apparatus without Landlord's
prior written consent, which consent shall not be unreasonably withheld or
delayed.
Section 14.02 Exterior and Structural Improvements
Tenant shall not alter the exterior of the Premises (including but not limited
to the facade and/or signs) and will not make any structural alterations to the
Premises or any part thereof without Landlord's prior written approval of such
alterations, which approval shall not be reasonably withheld or delayed.
Section 14.03 Signs and Advertising
Tenant shall not place or suffer to be placed or maintained on the exterior of
the Premises any sign, advertising matter or any other thing of any kind, and
shall not place or maintain any decoration, lettering or advertising matter on
the glass of any window or door of the Premises without Landlord's prior written
approval which approval shall not be unreasonably withheld or delayed. Tenant
shall maintain any such sign, decoration, lettering, advertising matter or other
thing as may be approved by Landlord in good condition and repair at all times.
Tenant's exterior sign as shown on Exhibit C is hereby approved by Landlord.
Section 14.04 Painting/Decorations
Tenant will not paint or decorate any part of the exterior of the Premises
without Landlord's prior written approval.
Section 14.05 Approval by Landlord
No alterations, renovations, improvements, other installation to be made in or
on the Premises (including, but not limited to, electrical, plumbing, and
mechanical installation and storefront or facade construction) shall be
commenced until plans and specifications therefor have been submitted to
Landlord and Landlord has approved same in writing. The plans and specifications
required hereunder and the improvements to be made pursuant thereto shall be
certified and performed by a person duly qualified to do the work described in
said plans and specifications in the jurisdiction wherein the Premises are
situated, and same shall comply with all applicable codes, rules, regulations
and ordinances.
ARTICLE 15.00 ROOF AND WALLS
Landlord shall have the exclusive right to use all or any part of the roof of
the Premises for any purpose; to erect additional stores or other structures
over all or any part of the Premises; to erect in connection with the
construction thereof temporary scaffolds and other aids to construction of the
exterior of the Premises.
ARTICLE 16.00 COMMON FACILITIES
Section 16.01 General
The common facilities which may be furnished by Landlord in or near the Albany
Street Plaza for the general common use of tenants, their officers, agents,
employees and invitees, including without limitation, loading docks and areas,
delivery passages, package pickup stations, pedestrian sidewalks, malls,
lobbies, courts and ramps, landscaped and planted areas, retaining walls,
stairways, bus stops, lighting facilities, heating, ventilation and air-
conditioning equipment and system, comfort stations and other areas and
improvements,
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shall at all times be subject to the exclusive control and management of
Landlord. Landlord shall have the right to establish, modify and enforce
reasonable rules and regulations with respect to the common facilities.
Section 16.02 Operation and Maintenance
Landlord shall operate and maintain the common facilities which may be provided
pursuant to this Article.
Section 16.03 Landlord's Right to Alter
Landlord reserves the right in its sole discretion to change, rearrange, alter,
modify, diminish or add to any or all of the common facilities so long as
adequate facilities in common are made available to the Tenant herein.
ARTICLE 17.00 EXPENSE OF COMMON FACILITIES
Section 17.01 Landlord's Operating Costs
The "Landlord's Operating Costs" shall be the cost and expense of operating and
maintaining the common facilities which may be provided pursuant to Article 16
in a manner deemed by Landlord to be reasonable and appropriate and for the best
interests of the Albany Street Plaza, including, without limitation: all costs
and expense of operating, repairing, lighting, cleaning, painting, striping,
policing and security (including cost of uniforms, equipment and all employment
taxes); insurance, including liability insurance for personal injury, death and
property damage, insurance against fire, extended coverage, theft or other
casualties, worker's compensation insurance covering personnel, fidelity bonds
for personnel, insurance against liability for defamation and claims of false
arrest occurring in or about the area in which the common facilities are from
time to time located; plate glass insurance for glass exclusively serving the
area in which the common facilities are form time to time located; removal of
snow, ice, and debris; costs and expense of inspection and depreciation of
machinery and equipment used in the operation and maintenance of the common
facilities and personal property taxes and other charges incurred in connection
with such equipment; costs and expense of repair and/or replacement of curbs,
walkways, landscaping, drainage, pipes, ducts, conduits and similar items, and
lighting facilities; costs and expense of planting, replanting and replacing
flowers, shrubbery and planters; costs of elevator service contracts; cost and
expense for the rental of music program services and loud speakers systems,
including furnishing electricity therefore; cost attributed by Landlord for
providing energy to heat, ventilate and air-condition areas in which the common
facilities are, from time to time located; maintenance costs related to
furnishing heat, air conditioning and ventilation; utility costs including but
not limited to electric, gas, water and sewer services; services, if any,
furnished by the Landlord for non-exclusive use of all tenants, including parcel
pick-up and delivery services and shuttle bus service; garbage collection; and
customary building management fees for operating and maintaining the common
facilities.
Section 17.02 Tenant's Share
In each Rental Year Tenant will pay Landlord, as Additional Rent, Tenant's share
of Landlord's Operating Costs. Tenant's share is 5%.
Section 17.03 Payment and Adjustment of Tenant's Share
Tenant's share shall be paid by Tenant in monthly installments in such amounts
as are from time to time estimated and billed by Landlord during each twelve
(12) month period commencing and ending on dates designated by Landlord, each
installment being due on the first day of each month next following the sending
of the xxxx by Landlord. Within one hundred twenty (120) days after the end of
each Rental Year Landlord shall deliver to Tenant a statement of Landlord's
Operating Costs for such Rental Year and the monthly installments paid or
payable shall be adjusted between Landlord and Tenant, each party hereby
agreeing to pay to the other within thirty (30) days of receipt of such
statement, such amount (without interest) as may be necessary to effect
adjustment to the agreed Tenant's Share for the preceding Rental Year. Tenant's
share of Landlord's Operating Costs as provided in Landlord's yearly statement
to Tenant shall only be increased in any given year by the greater of (a) ten
percent )10%) of the preceding year's share of Operating Costs, or (b) the
percentage increase, if any, in the consumer Price Index-all items, New York-
Northern New Jersey ("Index Figure") for the last month of the preceding rental
year over the Index figure for the first month of the preceding rental year
together with all additional Rent specified in this Lease. If the Index figure
is not issued for either the first or last month of the preceding Rental year,
then the Index Figure for the closest month preceding such month shall be used.
If the Index Figure shall cease to be calculated and/or published a comparable
Index will be selected by Landlord. Upon reasonable notice, Landlord shall make
available for Tenant's inspection, during normal business hours, Landlord's
records relating to Landlord's Operating Costs for such preceding period.
Failure of Landlord to provide the statement called for hereunder within the
time prescribed shall not relieve Tenant from its obligations hereunder.
ARTICLE 18.00 PAYMENT OF UTILITY CHARGES, ETC.
Section 18.01 Electricity
Tenant will pay to Albany Street Plaza its pro-rata share of electricity usage
for that floor.
Section 18.02 Payment of Charges
Landlord shall pay and discharge all charges for all public and private utility
services furnished to or for the benefit of the Building during the Term, except
Tenant shall pay and discharge all charges for electric utility services
furnished to or for the benefit of the Premises.
Section 18.03 Interruption in Service
Unless caused by the gross negligence of Landlord, its agents or employees,
Landlord shall under no circumstances be liable to Tenant in damages or
otherwise for any interruption in service of water, electricity, heating, air
conditioning or other utilities and
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services caused by the making of any necessary repairs or improvements or by any
cause beyond Landlord's reasonable control, and the same shall not constitute a
termination of this Lease or eviction from the Premises (constructive or
otherwise). However, in the event that such services are not provided for more
than five consecutive business days, then in that event the Monthly Rental will
be reduced proportionately from the date the interruption in services began
until the services are restored.
Section 18.04 Alteration of Service
Landlord reserves and shall at all times have the right in its sole discretion
to alter the utilities serving the Albany Street Plaza without unnecessarily
disrupting service to Tenant, and Tenant agrees to execute and deliver to
Landlord without delay such documentation as may be required to effect such
alteration. Operating Costs shall not include the cost of such alterations.
Operating costs shall not include the cost of such alterations.
ARTICLE 19.00 INSURANCE
Section 19.01 Insurance Required
Tenant will keep in force at its expense as long as this Lease remains in effect
and during such other time as Tenant occupies the Premises or any part thereof,
public liability insurance, including contractual liability, with respect to the
Premises with carriers Landlord has approved in writing with minimum limits of
One Million ($1,000,000.00) Dollars on account of bodily injuries to or death of
one person, and Five Million ($5,000,000.00) dollars on account of bodily
injuries to or death of more than one person as the result of any one accident
or disaster; property damage insurance with minimum limits of One Million
Dollars ($1,000,000.00) and all risks perils insurance at replacement cost value
on Tenant's personal property, including inventory, trade fixtures, wall and
floor coverings, furniture and other property removable by Tenant and leasehold
improvements either existing within the Premises on the Commencement Date or
installed by Tenant during the Term of this lease; provided, however, that
Tenant's insuring of said leasehold improvements used by it shall in no way
confer on Tenant any property rights to same except as otherwise provided in
this Lease. Tenant may self-insure for glass breakage. All policies shall name
Landlord or its designee as additional named insured, and shall contain a
provision stating that such policy or policies shall not be canceled or modified
except after thirty (30) days prior written notice to Landlord. At least thirty
(30) days prior to expiration of any insurance policies required hereunder,
Tenant shall deliver to Landlord a premium xxxx marked paid for the full year
subsequent to the year covered by the expiring policy. If the nature of Tenant's
operation is such as to place any or all of its employees under the coverage of
local worker's compensation or similar statutes, Tenant shall also keep in
force, at its expense, so long as this Lease remains in effect and during such
other times as Tenant occupies the Premises or any part thereof, worker's
compensation or similar insurance affording statutory coverage and containing
statutory limits. If Tenant shall not comply with its covenants made in this
Article 19.00, Landlord may immediately cause insurance as aforesaid to be
issued, and in such event Tenant agrees to pay, as Additional Rent, the premium
for such insurance upon Landlord's demand. It is understood and agreed to by
Landlord that if Tenant is self-insured it shall not be required to provide
Landlord with policies of Insurance. However, Tenant shall provide Landlord with
evidence of Tenant's self-insurance.
Section 19.02 Compliance with Landlord's Policies
Tenant shall not do or suffer to be done, or keep or suffer to be kept, anything
in, upon or about the Premises which will contravene Landlord's policies
insuring against loss or damage by fire or other hazards (including, without
limitation, public liability) or which shall prevent Landlord from procuring
such policies in companies acceptable to Landlord. If anything done, omitted to
be done or suffered by Tenant to be kept in, upon or about the Premises shall
cause the rate of fire or other insurance on the Premises or on other property
of Landlord or of others within the Albany Street Plaza to be increased beyond
the minimum rate from time to time applicable to the Premises for the Permitted
Use or to any other property for the use or uses made thereof, Tenant shall pay,
as Additional Rent, the amount of any such increase upon Landlord's demand.
Section 19.03 Waiver of Subrogation
Neither the Tenant nor the Landlord, nor their respective agents or employees,
shall be liable to the other (or to anyone claiming through or under them by way
of subrogation or otherwise) for loss or damage of type normally covered by
comprehensive liability, workers compensation, fire and "ALL-RISK" insurance
covering buildings, contents or personal injury or disability. Landlord and
Tenant shall each cause their insurance policies to contain clauses or
endorsements that the aforesaid releases shall not adversely affect or impair a
party's rights to recover under said insurance policies. In addition, it is
understood and agreed that if any such liability shall exceed the amount of the
effective and collectible insurance in question, the Tenant shall be liable for
such excess.
ARTICLE 20.00 INDEMNITY
The Tenant 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.
ARTICLE 21.00 FIRE OR OTHER CASUALTY
Section 21.01 Repair; Rent Abatement
If the Premises shall be damaged by fire, the elements, accident or other
casualty ("Casualty"), but the Premises are not thereby rendered untenantable in
whole or in part, Landlord shall at its expense cause such damage to be
repaired, without abatement of
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rent. If, as the result of casualty, the Premises are rendered untenantable in
part, Landlord shall at its expense cause such damage to be repaired, and the
Annual Basic Rent and other charges shall be abated proportionately as to the
portion of the Premises rendered untenantable from the date of such Casualty
until the Premises are rendered tenantable. If, as the result of Casualty, the
Premises are rendered wholly untenantable Landlord may, subject to Section 21.02
at its expense cause such damage to be repaired and the Annual Basic Rent and
other charges shall be abated from the date of such Casualty until the Premises,
or any portion thereof, have been rendered tenantable. In no event shall
Landlord be liable for interruption to Tenant's business or for damage to or
replacement or repair of Tenant's personal property, including inventory, trade
fixtures, floor coverings, furniture, supplies, records and other property
removable by Tenant under the provisions of this Lease.
Section 21.02 Termination By Landlord
If the Premises are a) rendered wholly untenantable, or b) damaged as a result
of any cause which is not covered by Landlord's insurance, or c) damaged in
whole or in part during the last two years of the Term (or of a renewal term, if
any) or if Building is damaged to the extent of fifty (50%) percent or more of
the rentable floor area thereof, then in any such event, Landlord may terminate
this Lease by giving to Tenant notice within ninety (90) days after the
occurrence of such event. Annual Basic Rental and other charges shall be
adjusted as of the date of such cancellation.
Section 21.03 Demolition
If the Building is so substantially damaged that it is reasonably necessary, in
Landlord's judgment, to demolish such Building for the purpose of reconstruction
or otherwise, Landlord may demolish the same in which event the rent shall be
abated as if the Premises were rendered untenantable by a Casualty. In no event,
however, shall Landlord be required to reconstruct any building demolished
pursuant to this Section. Upon notice by Landlord to Tenant of his intention not
to reconstruct, this Lease shall terminate.
ARTICLE 22.00 CONDEMNATION
If the whole or any part of the Premises shall be taken under the power of
eminent domain, this Lease shall terminate as to the part so taken on the date
Tenant is required to yield possession thereof to the condemning authority.
Landlord shall make such repairs and alterations as may be practicable in order
to restore the part not taken to useful condition and the Annual Basic Rental
shall be reduced proportionately as to the portion of the Premises so taken. If
the portion of the Premises so taken renders the Premises unusable for the
purpose set forth in Section 2.05, either party may terminate this Lease as of
the date when Tenant is required to yield possession. Tenant shall not be
entitled to any portion of the award for the fee or leasehold of any element
hereof, and the entire award shall belong to Landlord. However, Tenant may apply
for reimbursement from the condemning authority for moving expenses and the
value of goodwill and trade fixtures, if permitted. In addition, Tenant shall be
able to claim any award which is granted to Tenant based solely on the
undepreciated value of its leasehold improvements. Notwithstanding any provision
in this Article to the contrary, in no event shall Tenant be able to claim any
award that will adversely affect Landlord.
ARTICLE 23.00 INSPECTIONS BY LANDLORD
Tenant will, upon reasonable notice from Landlord permit Landlord, its agents,
employees and contractors to enter all parts of the Premises during Tenant's
business hours except in case of emergency when Landlord can enter any time, to
inspect the same and to enforce or carry our any provisions of this Lease.
ARTICLE 24.00 NO ASSIGNMENT, ETC.
Section 24.01 General
Tenant, for itself, its heirs, distributees, executors, administrators, legal
representatives, successors and assigns, covenants that it will not assign,
mortgage or encumber this Lease, nor sublease, or permit the Premises or any
part of the Premises to be used or occupied by others, without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld or delayed for more than ten (10) days. The transfer of control, or of
a majority of the issued and outstanding capital stock, of any corporate tenant
or subtenant of this Lease or a majority interest in any partnership or other
entity Tenant or subtenant, however accomplished, and whether in a single
transaction or in a series of transactions, shall constitute an assignment of
this Lease or of such sublease requiring Landlord's prior written consent in
each instance which consent shall not be unreasonably withheld or delayed for
more than ten (10) days. The transfer of outstanding capital stock of any
corporate tenant, for purposes of this Article 24.00, will not include any sale
of such stock by persons other than those deemed "insiders" within the meaning
of the Securities Exchange Act of 1934 as amended, and which sale is effected
through "over-the-counter-market" or through any recognized stock exchange.
Section 24.02 Any Assignment Void
Any assignment or sublease in violation of Section 24.01 is void, and shall
constitute a default. If this Lease is assigned, or if the Premises or any part
of the Premises are subleased or occupied by anyone other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, subtenant or
occupant, and apply the net amount collected to Rent. No assignment, sublease,
occupancy or collection shall be deemed a) a Waiver of the provisions of this
Article 24.00, or b) the acceptance of the assignee, subtenant or occupant as
Tenant; or c) release tenant from the further performance by Tenant of covenants
on the part of Tenant contained in this Lease. The consent by Landlord to an
assignment or sublease shall not be construed to relieve Tenant from obtaining
Landlord's prior written consent in writing to any further assignment or
sublease. No permitted subtenant shall assign or encumber its sublease or
further sublease all or any portion of its subleased space, or otherwise permit
the subleased space or any
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part of its subleased space to be used or occupied by others, without Landlord's
prior written consent in each instance, which consent shall not be unreasonably
withheld or delayed.
Section 24.03 Limitation on Remedies
Tenant shall not be entitled to make, nor shall Tenant make, any claim, and
Tenant by this Section waives any claim, for money damages (nor shall Tenant
claim any money damages by way of set-off, counterclaim or defense) based upon
any claim or assertion by Tenant that Landlord has unreasonably withheld or
unreasonably delayed its consent or approval to a proposed assignment or
subletting as provided for in this Article 24.00. Tenant's sole remedy shall be
an action or proceeding to enforce any such provision, or for specific
performance, injunction, or declaratory judgment.
ARTICLE 25.00 DEFAULT
Section 25.01 Events of Default
The following events are referred to collectively as "Events of Default", or
individually as an "Event of Default":
(a) Tenant fails to pay rent, after three (3) business days written notice;
(b) Tenant vacates or abandons the Premises without the payment of rent;
(c) This Lease or the Premises or any part of the Premises are taken upon
execution or by other process of law directed against Tenant, or are
taken upon or subject to any attachment at the instance of any creditor
or claimant against Tenant, and the attachment is not discharged or
disposed of within fifteen (15) days after its levy;
(d) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United
State or under any insolvency act of any state, or admits the material
allegations of any such petition by answer or otherwise, or is
dissolved or makes an assignment for the benefit of creditors;
(e) Involuntary proceedings under any such bankruptcy law or insolvency act
or for the dissolution of Tenant are instituted against Tenant, or a
receiver or trustee is appointed for all or substantially all of the
property of Tenant, and such proceeding is not dismissed or such
receivership or trusteeship vacated within sixty (60) days after such
institution or appointment;
(f) Tenant fails to take possession of the Premises on the Commencement
date of the Term, or
(g) Tenant breaches any of the other agreements, terms, covenants or
conditions which this Lease requires Tenant to perform, and such breach
continues for a period of thirty (30) days after notice from Landlord
to Tenant.
Section 25.02 Landlord's Remedies
If any one or more Events of Default set forth in Section 25.01 occurs, then
Landlord has the right, at its election:
(a) to give Tenant written notice of Landlord's intention to terminate this
Lease on the earliest date permitted by law or on any later date
specified in such notice, in which case Tenant's right to possession of
the Premises will cease and this Lease will be terminated, except as to
Tenant's liability, as if the expiration of the term fixed in such
notices were the end of the Term; or
(b) without further demand or notice, to reenter and take possession of the
Premises or any part of the Premises, repossess the same, expel Tenant
and those claiming through or under Tenant, and remove the effects of
both or either, using such force for such purposes as may be necessary,
without being liable for prosecution, without being deemed guilty of
any manner of trespass, and without prejudice to any remedies for
arrears of Monthly Basic Rent or other amounts payable under this Lease
or as a result of any preceding breach of covenants or conditions; or
(c) in addition to all other remedies specified in this Lease, Landlord
can, without further demand or notice, cure any Event of Default and
charge Tenant for the cost of effecting such cure, including, without
limitation, attorneys' fees and interest on the amount so advanced at a
rate equal to the Citibank Prime Rate as that rate may change from time
to time plus five (5%) percent provided that Landlord will have no
obligation to cure any such Event of Default of Tenant.
Should Landlord elect to reenter as provided in subsection (b), or should
Landlord take possession pursuant to legal proceedings or pursuant to any notice
provided by law, Landlord may, from time to time, without terminating this
Lease, relet the Premises or any part of the Premises in Landlord's or Tenant's
name, but for the account of Tenant, for such term or terms (which may be
greater or less than the period which would otherwise have constituted the
balance of the Term) and on such conditions and upon such other terms (which may
include concessions of free rent and alteration and repair of the Premises) as
Landlord, in its sole discretion, may determine, and Landlord may collect and
receive the rent. Landlord will in no way be responsible or liable for any
failure to relet the Premises or any part of the Premises, or for any failure to
collect any rent due upon such reletting. No such reentry or taking possession
of the Premises by Landlord will be construed as an election on Landlord's part
to terminate this Lease unless a written notice of such intention is given to
Tenant. No notice from Landlord under this section or under a forcible or
unlawful entry and detainer statute or similar law will constitute an election
by Landlord to terminate this Lease unless such notice specifically so states.
Landlord reserves the right following any such reentry or reletting to exercise
its right to terminate this Lease by giving Tenant such written notice, in which
event this Lease will terminate as specified in such notice.
Section 25.03 Certain Damages
If Landlord does not elect to terminate this Lease as permitted in subsection
(a) of section 25.02, but on the contrary elects to take possession as provided
in subsection (b) of Section 25.02, Tenant will pay to Landlord; (a) Monthly
Basic Rent and other sums as
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provided in this Lease, which would be payable under this Lease if such
repossession had not occurred, less (b) the net proceeds, if any, of any
reletting of the Premises after deducting all Landlord's expenses in connection
with such reletting, including, without limitation, all repossession costs,
brokerage commissions, attorney' fees, expenses of employees, alteration and
repair costs and expenses of preparation for such reletting. If, in connection
with any reletting, the new lease term extends beyond the existing Term, or the
premises covered by such new lease include other premises not part of the
Premises, a fair apportionment of the rent received from such reletting and the
expenses incurred in connection with such reletting as provided in this Section
Will be made in determining the net proceeds from such reletting, and any rent
concessions will be equally apportioned over the term of the new lease. Tenant
will pay such rent and other sums to Landlord monthly on the day on which the
Monthly Basic Rent would have been payable under this Lease if possession had
not been retaken, and Landlord will be entitled to receive such rent and other
sums from Tenant on each such day.
Section 25.04 Continuing Liability After Termination
If this Lease is terminated on account of the occurrence of an Event of Default,
Tenant will remain liable to Landlord for damages in an amount equal to Monthly
Basic Rent and other amounts which would have been owing by Tenant for the
balance of the Term, had this Lease not been terminated, less the net proceeds,
if any, of any reletting of the Premises by Landlord subsequent to such
termination, after deducting all Landlord's expenses in connection with such
reletting, including, but without limitation, the expenses enumerated in section
25.03. Landlord will be entitled to collect such damages from Tenant monthly on
the day on which Monthly Basic Rent and other amounts would have been payable
under this Lease if this Lease had not been terminated, and Landlord will be
entitled to receive such Monthly Basic Rent and other amounts from Tenant on
each such day. Alternatively, at the option of Landlord, in the event this Lease
is so terminated, Landlord will be entitled to recover against Tenant, as
damages for loss of the bargain and not as a penalty, an aggregate rent which,
at the time of such termination of this Lease, represents the excess of the
aggregate of Monthly Base Rent and all other Rent payable by Tenant that would
have accrued for the balance of the of the Term over the aggregate rental value
of the Premises (such rental value to be computed on the basis of a tenant
paying not only a rent to Landlord for the use and occupation of the Premises,
but also such other charges as are required to be paid by Tenant under the terms
of this Lease) for the balance of such Term, both discounted to present value at
the lesser of eight (8%) percent or the discount rate of the New York Federal
Reserve Bank on the date of the Event of Default.
Section 25.05 Cumulative Remedies
Any suit or suits for the recovery of the amounts and damages set forth in
Sections 25.03 and 25.04 may be brought by Landlord, from time to time, at
Landlord's election, and nothing in this Lease will be deemed to require
Landlord to await the date upon which this Lease or the Term would have expired
had there occurred no Event of Default. Each right and remedy provided for in
this Lease is cumulative and is in addition to every other right or remedy
provided for in this Lease or now or after the Commencement date existing at law
or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by Landlord of any one or more of the rights or remedies provided for
in this Lease or now or after the Commencement Date existing at law or in equity
or by statute or otherwise will not preclude the simultaneous or later exercise
by Landlord of any or all other rights or remedies provided for in this Lease or
now or after the Commencement Date existing at law or in equity or by statute or
otherwise. All costs incurred by Landlord in collecting any amounts and damages
owing by Tenant pursuant to the provisions of this Lease or to enforce any
provision of this Lease, including reasonable attorneys' fees whether or not one
or more actions are commenced by Landlord, will also be recoverable by Landlord
from Tenant.
ARTICLE 26.00 DEFAULT BY LANDLORD
If Landlord fails to fulfill any of the agreements or provisions of this Lease
and such failure is not corrected within ten (10) days or within a reasonable
period, if not accomplished within ten (10) days after having received written
notice from Tenant, then, in that event, in addition to all rights, powers or
remedies available to Tenant by law, Tenant may upon prior written notice to
Landlord: (i) correct Landlord's defaults and deduct the cost from monies due to
Landlord; (11) withhold payments of rent and other amounts (if any) due to
Landlord, until such default has been corrected; or (iii) terminate this Lease
and all obligations hereunder if the specified default is not corrected within
twenty (20) days after having received notice from Tenant.
ARTICLE 27.00 SUCCESSORS AND ASSIGNS
This Lease and the covenants and conditions therein contained shall inure to the
benefit of and be binding upon Landlord, its successors and assigns, and shall
be binding upon Tenant, its successors and assigns, and shall inure to the
benefit of Tenant and only such assigns of Tenant to whom the assignment by
Tenant has been consented to by Landlord in writing.
ARTICLE 28.00 GOVERNING LAW
This Lease shall be governed by the laws of the State of New Jersey.
ARTICLE 29.00 CAPTIONS
Captions and headings are for convenience and reference only.
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ARTICLE 30.00 BROKERS
Landlord and Tenant respectively represent and warrant to each other that
neither of them has consulted or negotiated with any broker or finder with
regard to the Premises except the Broker named in Article 1.00 (p) and Xxxxxx,
Xxxxx & Xxxxxxxxx, Inc. having an address of 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX
00000. Each party shall indemnify the other against and hold the other harmless
from any claims for fees or commissions from anyone with whom either of them has
consulted or negotiated with regard to the Premises except the Broker. Landlord
agrees to pay commission to broker as per separate agreement made between
Landlord and Xxxxxx, Xxxxx & Xxxxxxxxx, Inc.
ARTICLE 31.00 WRITTEN MODIFICATION
This writing is intended by the parties as a final expression of their agreement
and as a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having been
incorporated herein. No representations, understandings, or agreements have been
made or relied upon in the making of this Lease other than those specifically
set forth herein. This Lease may only be modified by a writing signed by all of
the parties hereto or their duly authorized agents.
ARTICLE 32.00 SEVERABILITY
If any term or provision, or any portion thereof, of this Lease, or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstance other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
other term and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
ARTICLE 33.00 NOTICES
Any notices required or authorized to be sent pursuant to the provisions hereof
shall be sent to the parties as follows:
a) to Landlord at: Albany Street Plaza Real Estate Management Company
c/o Boraie Development
000 Xxxxxx Xxxxxx, Xxxxx # 000
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
b) to Tenant at: Inventa Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx # 000
Xxxxx Xxxxx, XX 00000
Att: Xxxxxxx Xxxxxxxxx
000-000-0000
or such other addresses as shall be designated by the parties hereto upon
written notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when sent by prepaid
registered or certified mail, return receipt requested.
ARTICLE 34.00 OPTION TO RENEW
Section 34.01 Term; Notice
Tenant is hereby granted an option to extend this term of this Lease for one
successive period of five (5) years commencing upon expiration of the term (the
"Option Period"), provided Tenant is not in default under the Lease and gives to
Landlord at least six months written notice prior to the expiration of the Term
of Tenant's exercise of such option.
Section 34.02 Rent
All the terms and conditions of this Lease shall be in effect during the Option
Period except that the Annual Basic Rent for the Option Period shall be fair
market value as mutually agreed upon by Landlord and Tenant.
ARTICLE 35.00 JOINT AND SEVERAL LIABILITY
If two or more individuals, corporations, partnerships or other business
associations (or any combination of two or more thereof) shall sign this lease
as Tenant, the liability of each such individual, corporation, partnership or
other business association to pay rent and perform all other obligations
hereunder shall be deemed to be joint and several. In like manner, if the Tenant
named in this lease shall be a partnership or other business association, the
members of which are, by virtue or statue or general law, subject to personal
liability, the liability of each such member shall be joint and several.
ARTICLE 36.00 NOT A JOINT VENTURE
Any intention to create a joint venture or partnership relationship between the
parties hereto is hereby expressly disclaimed.
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ARTICLE 37.00 NO OPTION
The submission of this lease for examination does not constitute a reservation
of or option for the Premises, and this Lease becomes effective only upon
execution and delivery thereof by Landlord and Tenant.
ARTICLE 38.00 THIRD PARTY BENEFICIARY
Nothing contained in this lease shall be construed so as to confer upon any
other party the rights of a third party beneficiary as to any provision
contained herein.
ARTICLE 39.00 COMPLIANCE WITH ALL LAWS
The Tenant shall promptly comply with all laws, ordinances, rules, regulations,
requirements and directives of the Federal, State and Municipal Governments or
Public Authorities and of all their departments, bureaus and subdivisions,
applicable to and affecting the Premises, their use and occupancy, for the
correction, prevention and abatement of nuisances, violations or other
grievances in, upon or connected with the Premises, during the Term; 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
Premises and its contents for the prevention of fire or other casualty, damage
or injury, at the Tenant's own cost and expense.
ARTICLE 40.00 LIMITATION ON RECOURSE
Tenant specifically agrees to look solely to Landlord's interest in Albany
Street Plaza for the recovery of any judgments from Landlord, it being agreed
that Landlord (and its shareholders, venturers, and partners, and their
shareholders, venturers and partners and all of their officers, directors and
employees) shall not be personally liable for any such judgments.
ARTICLE 41.00 FORCE MAJEURE
Landlord shall have no liability to Tenant, nor will Tenant have any right to
Terminate this actual or constructive eviction, because of Landlord's failure to
perform any of its obligations in the Lease if the failure is due to reasons
beyond Landlord's reasonable control, including, without limitation, strikes or
other labor difficulties; inability to obtain necessary Governmental permits and
approvals (including building permits or Certificates of Occupancy);
unavailability or scarcity of materials; war; riot; civil insurrection;
accidents; acts of God; and governmental preemption in connection with a
national emergency. If Landlord fails to perform its obligations because of any
reasons beyond Landlord's reasonable control (including those enumerated above),
the period for Tenant's performance shall be extended day for day for the
duration of the cause of Landlord's failure.
ARTICLE 42.00 NO RECORDATION
Neither this Lease nor any short form or memorandum hereof shall be recorded by
the Tenant or Landlord. Such recordation shall be a default under this Lease,
and the Tenant or Landlord hereby irrevocably appoints the Tenant or Landlord
its attorney in fact for the limited purpose of causing the removal from the
record of any such recordation.
ARTICLE 43.00 EFFECT OF SALE
A sale, conveyance or assignment of Albany Street Plaza shall operate to release
Landlord from liability from and after the effective date of such sale,
conveyance or assignment upon all of the covenants, terms and conditions of this
Lease, express or implied, except those which arose prior to such effective
date, and, after the effective date of such sale, conveyance or assignment,
Tenant shall look solely to Landlord's successor in interest in and to this
Lease. This Lease shall not be affected by any such sale, conveyance or
assignment, and Tenant will attorn to Landlord's successor in interest in this
Lease.
ARTICLE 44.00 TENANT'S ECRA WARRANTY
Tenant represents and warrants that it is not an "Industrial Establishment" as
defined in the Environmental Cleanup Responsibility Act, N.J.S.A. 13:1K-6 et
seq. ("ECRA"). Tenant shall not do or suffer anything that will cause it to
become an Industrial Establishment under ECRA during the term of this Lease.
Landlord may from time to time require Tenant at Tenant's sole expense to
provide proof satisfactory to Landlord that Tenant is not an Industrial
Establishment. In the event that Tenant now is or hereafter becomes an
Industrial Establishment then, in addition to all of the Landlord's other rights
and remedies herein, at its sole expense Tenant shall comply with all
requirements of ECRA, howsoever arising, related directly or indirectly to the
Tenant and/or its operations and/or the Premises. This Article shall survive the
expiration or sooner termination of the Lease.
ARTICLE 45.00 USE OF ASBESTOS
Landlord will inform Tenant if asbestos has been used for fireproofing or other
purposes in the construction of the building. If asbestos has been used,
Landlord will give Tenant evidence that proper testing and/or monitoring of the
air within the building has or is being done to insure that a health hazard does
not now or will not as long as Tenant occupies the Premises, exist.
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ARTICLE 46.00 CORPORATE TENANCY
If Tenant is a Corporation, the undersigned officers of Tenant hereby warrant
and certify to Landlord that tenant is a corporation in good standing and duly
organized under the laws of the State of New Jersey, or if chartered in a State
other than the State of New Jersey, is a Corporation in good standing and duly
organized under the laws of such State and is authorized to do business in the
State of New Jersey. The undersigned representatives of Tenant hereby further
warrant and certify-to Landlord that they are officers of the Corporation and as
such are authorized and empowered to bind the Corporation to the terms of this
Lease by their signatures thereto.
ARTICLE 47.00 PARKING
Landlord will provide up to thirty (30) parking spaces for Tenant's employees at
a cost to Tenant of seventy five ($75.00) dollars per month for the term of this
Lease and at the market rate for the remaining years of the Term of this Lease.
If additional parking is needed, and not available at the Albany Street Plaza
Parking Deck, Landlord will help secure additional spaces at the Xxxxxx Mall
Parking Deck at the current market rate at no cost to Landlord.
ATTEST ALBANY STREET PLAZA REAL ESTATE MANAGEMENT
COMPANY
/s/ [ILLEGIBLE]^^ 11/4/98 /s/ Xxxx Xxxxxx 4-11-98
-------------------------------- ------------------------------------------
Witness Date Xxxx Xxxxxx Date
Managing Partner
ATTEST Inventa Corporation
/s/ [ILLEGIBLE]^^ 11/3/98 /s/ Xxxxx Xxxxxxxxx 11/3/98
-------------------------------- ------------------------------------------
Witness Date Xxxxx Xxxxxxxxx Date
CEO
EXHIBIT A
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FLOOR PLAN - LEASED PREMISES
----------------------------
(ATTACHED)
EXHIBIT B
21
LEGEND
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_________________ DEMOLITION
_______________ NEW CONSTRUCTION
[PLAN APPEARS HERE]
Basic Rental Schedule - Article 4.00
------------------------------------
Rental Year and Date Amount Per Annum Amount Per Month
-------------------- ---------------- ----------------
Years 1 - 5
November 1, 1998 - October 31, 2003 $135,200.00 $11,266.67
1ST Option
Years 6 - 10
November 1, 2003 - October 31, 2008 $156,000.00 $13,000.00
EXHIBIT C
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APPROVED SIGN DESIGN, SIZE, ETC.
--------------------------------
(INTENTIONALLY OMITTED)
EXHIBIT D
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WORK LETTER/TENANT'S PLANS
--------------------------
1. Landlord shall provide a tenant improvement allowance of $5.00 per rentable
square foot.
2. Any unused tenant improvement allowance shall accrue and be used at another
time by tenant as long as the allowance is used on the tenant's space.
3. Tenant will provide Landlord with construction, electrical, plumbing, etc.
blueprints and CAD disc, signed and sealed by an Architect, at Tenants cost
and expense.
EXHIBIT E
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MASTER LEASE
------------
This Master Lease Agreement (hereinafter referred to as the "Lease") dated
December 1, 1987, is made by and between ALBANY STREET PLAZA URBAN RENEWAL
ASSOCIATION, a New Jersey Partnership having an address c/o Boraie Realty, 000
Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000 ("Landlord") and
ALBANY STREET PLAZA REAL ESTATE MANAGEMENT COMPANY, a New Jersey Partnership
having an address c/o Boraie Realty, 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxxxxxxx, Xxx Xxxxxx ("Tenant").
WITNESSETH
In consideration of Ten ($10.00) Dollars, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual covenants contained herein, Landlord and Tenant agree with each other
as follows:
ARTICLE I DEMISED PREMISES AND TERM OF LEASE
Section 1.01 Demised Premises
Landlord hereby leases and lets to Tenant, and Tenant hereby takes and hires
from Landlord, upon and subject to the terms, covenants, conditions and
provisions hereof, all that certain plot, piece or parcel of land known and
designated on the Official Tax Map of the City of New Brunswick as Block 16,
Lots 3, 15, 15.01 and 15.02 and more commonly known as 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Land") together with all buildings and other
improvements erected or about to be erected thereon with such items of personal
property, fixtures and equipment as are used in connection with the operation of
such buildings and improvements, excepting such items of personal property as
are owned by Tenants of Tenant (the "Sub-Tenants") under executed leases
(hereinafter collectively referred to as the "Improvements"). The Land and
Improvements comprise, collectively, a first class retail shopping and
commercial center.
Section 1.02 Term Commencement
The Term of this Lease shall commence (the "Commencement Date") upon the full
and complete execution of this Lease.
Section 1.03 Term Expiration
This Lease shall be effective for so long as Landlord and the Demised Premises
remain subject to the provisions of the Urban Renewal Corporation and
Association Law of 1961, N.J.S.A. 40:55C-40 et seq. (the "Law"), as the Law be
amended, supplemented or revised, from time to time. In no event, however, shall
this Lease extend beyond April 30, 2005 unless extended by the mutual written
agreement of Landlord and Tenant.
ARTICLE II RENT
Section 2.01 Payment of Rent
All rent ( the "Rent") payable to Landlord under this Lease shall be paid to
Landlord at the address specified in Article XV hereof, or as Landlord may
otherwise designate, in lawful money of the United States.
Section 2.02 Rent
Tenant shall pay annually to Landlord as Rent the sum of $1,140,000.00, payable
in equal monthly installments of $95,000.00 payable in advance on the first day
of each full calendar month during the Term. The first such monthly payment
shall be paid on the Commencement Date and shall include prorated Rent for the
period from the Commencement Date to the first day of the first full calendar
month of any year during the Term. The annual Rent to be paid by Tenant to
Landlord may be revised, readjusted or recalculated at the election of Landlord
at least thirty (30) days prior to the expiration of any rental year during the
Term.
Section 2.03 Landlord and Tenant agree that all Rent payable hereunder shall be
net to Landlord and all costs, expenses and obligations of every kind and nature
relating to the Demised Premises shall be paid by Tenant, and Landlord shall be
indemnified and saved harmless from and against such costs, expenses and
obligations.
ARTICLE III TAXES, ASSESSMENTS, ANNUAL SERVICE CHARGE
Section 3.01 Impositions
The term "Impositions" shall mean all real estate taxes, duties or assessments
(special or otherwise), water and sewer rents whether ordinary or extraordinary,
general or special, foreseen or unforeseen, of any kind and nature whatsoever,
which at any time during the Term of this Lease shall be assessed, levied,
confirmed, imposed upon or grow out of, or become due and payable in respect of,
or become a lien on or attributable in any manner to the Demised Premises, or
the rents receivable therefrom, or any part thereof or any use thereon or any
facility located therein or used in connection therewith or any charge or other
payment required to be paid to any governmental authority, whether or not any of
the foregoing shall be a so called "Real Estate Tax". In this regard, Tenant
acknowledges that Landlord shall be entitled to an "in lieu" payment of real
estate taxes (hereinafter referred to as the "Annual Service Charge") for the
Improvements located on the Demised Premises, and which Annual Service Charge is
afforded to Landlord pursuant to the Law. Tenant agrees that it will take all
steps necessary to maintain and preserve the Annual Service Charge during the
Term of this Lease. From and after the Commencement Date, Tenant shall pay (or
Tenant shall cause its Sub-
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Tenants to pay pursuant to executed leases) all Impositions and/or the Annual
Service Charge attributable to the Demised Premises in a timely manner, and
Landlord shall be indemnified and saved harmless from and against the payment of
such Impositions.
Section 3.02 Other Governmental Charges
Tenant shall also pay (or Tenant shall cause its Sub-Tenants to pay) before any
fine, penalty, interest or cost may be added thereto or become due or be imposed
by operation of law for the non-payment thereof, all excises, levies, licenses
and permit fees and other governmental charges, general and special, ordinary
and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever
which at any time prior to or during the Term of this Lease may be assessed,
levied, confirmed, imposed upon the Demised Premises or any part thereof or any
appurtenance thereto as a result of or in connection with the use to which the
Demised Premises are put by Tenant (notwithstanding that such use may have been
consented to by Landlord).
ARTICLE IV SURRENDER
Section 4.01 Surrender of Demised Premises
Tenant shall on the last day of the Term, or upon an earlier termination of this
Lease, quit and surrender the Demised Premises to the possession of Landlord
without delay, broom clean and in good order, condition and repair (reasonable
wear and tear excepted), free and clear of all lettings, and occupancies or
subleases, and free and clear of all liens and encumbrances other than those, if
any, created by Landlord.
Section 4.02 Landlord Not Liable
Landlord shall not be responsible for any loss or damage occurring to any
property owned by Tenant or any Sub-Tenant.
Section 4.03 Survival
The provisions of this Article IV shall survive any termination of this Lease.
ARTICLE V INSURANCE
Section 5.01 Hazard Insurance
Tenant shall carry and/or Tenant shall cause its Sub-Tenants to carry pursuant
to executed leases, Insurance for the Demised Premises (or any portion thereof
in the case of a Sub-Tenant) against loss or damage by fire and against loss or
damage by other risks now or hereafter embraced by "extended coverage", and
against such other risks as Landlord from to time may reasonably designate, with
a replacement cost (depreciation) endorsement, in amounts sufficient to prevent
Landlord or Tenant from becoming a co-insurer under the terms of the applicable
policies, but in any event in an amount not less than the "full replacement
cost" without any deduction for physical depreciation of the Improvements. Such
"Full Replacement Cost" shall be determined at Tenant's cost and expense from
time to time at the request of Landlord, by an appraiser, engineer, architect or
contractor designated by Landlord.
Section 5.02 Liability and Other Insurance
Tenant shall cause its Sub-Tenants to secure and maintain such liability
(Personal Injury and Property) Insurance and such other Insurance and in such
amounts as Landlord, in its sole and absolute discretion, shall deem appropriate
to protect Landlord and Tenant.
ARTICLE VI REPAIRS
Section 6.01 Landlord: No Repair Obligations
Landlord shall not be required to furnish any services or facilities or to make
any repairs or alterations in or to the Demised Premises. Tenant assumes the
full and sole responsibility for the condition, operation, repair, replacement,
maintenance and management of the Demised Premises.
ARTICLE VII COMPLIANCE WITH LAWS, ORDINANCES, ETC.
Section 7.00 Obligations of Law and Boards
Throughout the Term, Tenant, at its sole cost and expense, shall promptly comply
with all present and future laws, ordinances, orders, rules, regulations and
requirements of all federal, state and municipal governments, courts,
departments, commissions, boards and officers, and all orders, rules and
regulations of the National Board of Fire Underwriters or any other body
exercising similar functions, foreseen or unforeseen, structural or
nonstructural, interior or exterior, ordinary as well as extraordinary, which
may be applicable to the demised Premises and the sidewalks and curbs adjoining
the Demised Premises or to the use or manner of use of the Demised Premises or
the Sub-Tenants thereof, whether or not such law, ordinance, order, rule,
regulation or requirement shall interfere with the use and enjoyment of the
Demised Premises.
ARTICLE VIII NO WASTE
Section 8.00 No Waste
Tenant will not do or suffer any waste or damage, disfigurement or injury to the
Demised Premises or any part thereof.
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ARTICLE IX CONDEMNATION
Section 9.01 Entire Demised Premises Taken
If the whole of the Demised Premises shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, then the Term shall cease
and terminate as of the date on which possession of the Demised Premises is
actually surrendered to the condemning authority, and on such date all Rent
shall be paid up to that date and thereupon this Lease shall terminate and be
null and void as if such date were the date originally set forth herein for the
expiration of the Term and neither Landlord nor Tenant shall have any further
obligations to each other pursuant to this Lease. Tenant shall in no event have
any claim against Landlord or the condemning authority for the value of any
unexpired Term.
Section 9.02 Portion of the Demised Premises Taken
If any part of the Demised Premises shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, and in the event that such
partial taking or condemnation shall, in Tenant's reasonable business judgment,
render the Demised Premises unsuitable for the authorized business of the
Tenant, then in any such event the Term shall, at Tenant's option, exercised by
written notice to Landlord with thirty (30) days after any such taking, cease
and terminate as of the date on which possession of the portion of the Demised
Premises in question is actually surrendered to the condemning authority and on
such date all Rent shall be paid up to that date and thereupon this Lease shall
terminate and be null and void as if such date were the date originally set
forth herein for the expiration of the Term and neither Landlord or Tenant shall
have any further obligations to each other pursuant to this Lease. Tenant shall
in no event, have any claim against Landlord or the condemning authority for the
value of the unexpired Term. In the event of a partial taking or condemnation
which is not extensive enough to render the Demised Premises unsuitable for the
business of Tenant, then Landlord shall make the net condemnation proceeds
allocable to the Demised Premises available to Tenant for the restoration of the
Demised Premises, and Tenant shall promptly restore the Demised Premises to a
condition comparable to their condition at the time immediately prior to the
condemnation or taking, less, however, the portion lost in the taking, and this
Lease shall continue in full force and effect pursuant to the terms and
conditions hereof;, provided, however, that Rent shall xxxxx in proportion to
the area of the Demised Premises taken. If the condemnation award made available
to Tenant by Landlord is insufficient to pay the entire cost of the restoration
work, Tenant shall supply the amount of any deficiency. For purposes of
determining the amount of the funds available for restoration of the Demised
Premises from the condemnation award, said amount will be deemed to be that part
of the award which remains after payment of Landlord's reasonable expenses
incurred in recovering same and which represents a portion of the total sum so
available (excluding any award or other compensation for land) which is
equitably allocable to the Demised Premises.
ARTICLE X ASSIGNMENT AND SUBLETTING
Section 10.00 Assignment, Subletting, Etc.
Tenant shall not assign or otherwise encumber this Lease without Landlord's
prior written consent. Tenant may freely sublet the Demised Premises or any
portion thereof as Tenant, in its sole and absolute discretion, shall deem
appropriate.
ARTICLE XI DEFAULT
Section 11.00 Events of Default
If any one or more of the following events (herein sometimes called "Events of
Default") shall happen:
a) if default shall be made in the due and punctual payment of any Rent or
any part thereof when the same shall become due and payable, and such
default shall continue for a period of ten (10) days after written notice
thereof;, or
b) if default shall be made by Tenant in the performance of or compliance
with any of the covenants, agreements, terms, or conditions contained in
this Lease other than those referred to in the foregoing subdivision (a),
and such default shall continue for a period of ten (10) days after written
notice thereof from Landlord to Tenant, provided, that if Tenant proceeds
with due diligence during such ten (10) day period to cure such default and
is unable by reason of the nature of the work involved, to cure the same
within the said ten (10) days, its time to do so shall be extended for an
additional period not to exceed the time necessary to cure the same,
provided, however, that Tenant diligently prosecutes same to completion,
such extension of time shall not subject Landlord or Tenant to any
liability, civil or criminal, and the interest of Landlord in this Lease
shall not be jeopardized thereby; or
c) if at any time during the Term there shall be filed by Tenant in any
court pursuant to any statute, either of the United States or of the State
of New Jersey, a petition in bankruptcy or insolvency, or for
reorganization, or for the appointment of a receiver or trustee of all or a
portion of Tenant's property or if Tenant makes an assignment for the
benefit of creditors or petitions for or enters into an arrangement; or
d) if at any time during the Term there shall be filed against Tenant in
any court pursuant to any statue either of the United States or of the
State of New Jersey, a petition in bankruptcy or insolvency, or for
reorganization, or for appointment of a receiver or trustee of all or a
portion of Tenant's property, and if within sixty (60) days after the
commencement of any such proceeding against Tenant, the same shall not have
been dismissed;
then and in any such event, Landlord at any time thereafter may give written
notice to Tenant specifying such Event of Default or Events of Default and
stating that this Lease and the Term shall expire and terminate on the date
specified in such notice, which shall be at least ten (10) days after the giving
of such notice, and upon the date specified in such notice, this Lease and the
term and all rights of Tenant under this Lease shall expire and terminate. The
termination of this Lease by virtue of an Event of Default or Events of Default
by Tenant shall not, however, impair any lease entered into by Tenant, as
Landlord, with any Sub-Tenant for the rental of all or portion of the Demised
Premises.
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ARTICLE XII UTILITIES
Section 12.00 Utilities
Tenant agrees to make its own arrangements, at Tenant's cost and expense, for
any gas, electricity and any other utility required in connection with the use
and operation of the Demised Premises. Tenant shall pay (or cause its Sub-
Tenants to pay pursuant to executed leases) before delinquency, directly to the
appropriate company or governmental agency, all charges for all utilities
consumed on the Demised Premises.
ARTICLE XIII SUBORDINATION
Section 13.01 Subordination of this Lease
At landlord's election, this Lease shall be subordinate or superior to the lien
of any present or future mortgage irrespective of the time of recording of such
mortgage. If, from time to time, Landlord shall elect that this Lease be
subordinate to the lien of any mortgage, Landlord may exercise such election by
giving notice thereof to Tenant. However, from time to time thereafter, Landlord
may elect that this Lease be paramount to the lien of such mortgage, and may
exercise such election by giving notice thereof to tenant. The exercise of any
of the elections provided in this Section shall not exhaust Landlord's right to
elect differently thereafter, from time to time. At the election of Landlord,
this clause shall be self-operative and no further instrument shall be required.
Upon Landlord's request, from time to time, Tenant shall (a) confirm in writing
and in recordable form that this Lease is so subordinate or so paramount (as
Landlord may elect) to the lien of any mortgage and/or (b) execute an instrument
making this Lease so subordinate or so paramount (as Landlord may elect) to the
lien of any Mortgage, in such form as may be required by an applicable
mortgagee.
Section 13.02 Subordination of Leases with Sub-Tenants
Any lease entered into by Tenant, as Landlord, and any Sub-Tenant for the rental
of all or a portion of the Demised Premises shall be subordinate to this Lease.
Tenant and any Sub-Tenant shall, upon Landlord's request from time to time (a)
confirm in writing that such lease is subordinate to this Lease or to the lien
of any mortgage made by Landlord and/or (b) execute an instrument making such
lease subordinate to this Lease or to the lien of any mortgage made by Landlord.
ARTICLE XIV ATTORNMENT
Section 14.00 Attornment
If the demised Premises is encumbered by a mortgage and such mortgage is
foreclosed, or if the Demised Premises is sold pursuant to such foreclosure or
by reason of a default under said mortgage, then, notwithstanding such
foreclosure, such sale, or such default (i) Tenant shall not disaffirm this
Lease or any of its obligations hereunder, and (ii) at the request of the
applicable mortgagee or purchaser at such foreclosure or sale, Tenant shall
attorn to such mortgagee or purchaser and execute a new lease for the Demised
Premises setting forth all of the provisions of this Lease except that the term
of such new Lease shall be for the balance of the Term.
ARTICLE XV NOTICES
Section 15.00 Notices
Any notices required or authorized to be pursuant to the provisions hereof shall
be sent to the parties as follows:
a) To Landlord: ALBANY STREET PLAZA URBAN RENEWAL ASSOCIATION
c/o Boraie Development Corp.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
b) To Tenant: ALBANY STREET PLAZA REAL ESTATE MANAGEMENT
COMPANY
c/o Boraie Development Corp.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
or such other addresses as shall be designated by the parties hereto upon
Written notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when sent by prepaid
registered or certified mail, return receipt requested.
ARTICLE XVI MISCELLANEOUS
Section 16.01 Captions
The captions of this Lease are for convenience and reference only and in no way
define, limit or describe the scope or intent of this Lease nor in any way
affect this Lease.
Section 16.02 Controlling Law
This Lease shall be construed and enforced in accordance with the laws of the
State of New Jersey.
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Section 16.03 Integration; Modifications
Upon the execution and delivery hereof, this instrument shall constitute the
entire lease between the Landlord and Tenant for the Demised Premises. This
Lease cannot be changed orally but only by an agreement in writing and signed by
the party against whom enforcement of any waiver, change, modification or
discharge is sought.
ARTICLE XVII Covenants to Bind and Benefit Respective Parties
Section 17.00 Binding Effect
The covenants and agreements herein contained shall bind and inure to the
benefit of Landlord and Tenant and their respective legal representatives,
successors and assigns, except as otherwise provided herein.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as
of the day and year first above written.
WlTNESS:
LANDLORD: ALBANY STREET PLAZA
URBAN RENEWAL ASSOCIATION
A New Jersey Partnership
/s/: [ILLEGIBLE]^^ /s/: [ILLEGIBLE]^^
--------------------------------------------------------------------------------
Partner
WITNESS:
TENANT: ALBANY STREET PLAZA
REAL ESTATE MANAGEMENT COMPANY
A New Jersey Partnership
/s/: [ILLEGIBLE]^^ /s/: [ILLEGIBLE]^^
--------------------------------------------------------------------------------
Partner
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EXHIBIT F
BUILDING STANDARD CLEANING SCHEDULE
-----------------------------------
FOR
ALBANY STREET PLAZA
Daily:
1. Empty wastepaper baskets and ashtrays.
2. Vacuum clean or carpet sweep all carpets and rugs, dry mop all resilient and
hard floors.
3. Dust and wipe clean all office furniture and window xxxxx, washing window
xxxxx when necessary (desk surfaces are to be uncluttered and free of
materials).
4. Wipe clean all water fountains and coolers; empty waste water.
5. Dust and damp dust, as necessary, interiors of all wastepaper baskets.
6. Remove wastepaper and normal office refuse.
7. Sweep and dust all private stairways.
8. Clean all men's and ladies' toilets, sanitize all fixtures.
9. Mop all ceramic tile, marble and terrazzo flooring.
Periodically:
1. Wash all exterior windows twice a year.
2. Clean interior glass twice per year.
3. Dust while in place all pictures, frames, charts, graphs and similar wall
hangings not reached in night cleaning schedule quarterly.
4. Dust all vertical surfaces and walls, partitions, doors, doorbucks and other
surfaces not reached in night cleaning schedule quarterly.
5. Dust all venetian blinds quarterly.
6. Dust ceiling surfaces, other than acoustical ceiling material, quarterly.
7. Vacuum all radiation and under window air conditioning equipment and
reassemble every three years.
8. Clean all building standard lighting fixtures.
After cleaning all lights shall be turned off, doors locked and offices left in
orderly fashion.
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EXHIBIT G
RULES AND REGULATIONS
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1. The sidewalks and public portions of the building, such as entrances,
passages, courts, elevators, vestibules, stairways, corridors or halls,
shall not be obstructed or encumbered by Tenant or used for any purpose
other than ingress and engress to and from the premises in accordance with
Tenant's permitted uses.
2. No curtains, blinds, shades, louvered openings or screens shall be attached
to or hung in, or used in connection with, any window or door of the
Premises without the prior written consent of Landlord, such approval not
to be unreasonably withheld.
3. Excepting such store identification signs as are approved in writing by
landlord as to both design and location, no sign, advertisement, notice or
other lettering shall be exhibited, inscribed, painted or affixed by Tenant
on any part of the outside of the premises or building or on corridor
walls.
4. The sashes, sash doors, skylights, windows, heating, ventilating and air-
conditioning vents and doors that reflect or admit light and air into the
halls, passageways or other public places in the building shall not be
covered or obstructed by Tenant, nor shall any bottles, parcels or other
articles be placed on the window xxxxx.
5. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by tenant,
if caused by it or its agents, employees, contractors, licensees, or
invitees.
6. No bicycles, vehicles or animals (except seeing eye dogs) of any kind shall
be brought into or kept in or about the Premises. No cooking shall be done
or permitted by tenant on the Premises except in conformity with law and
then only in the lunchroom, as set forth in Tenant's plans, which is to be
primarily used by Tenant's employees for heating beverages and food. Tenant
shall not cause or permit any unusual or objectionable odors to be produced
upon or permeate from the Premises.
7. Tenant shall not make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of the building or
neighboring buildings or premises or those having business with them,
whether by the use of any musical instrument, radio, talking machine,
unmusical noise, whistling, singing, or in any other way, with the
exception of the Tenant's public address system.
8. Neither Tenant, nor any Tenant servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the Premises inflammable,
combustible or explosive fluid, or chemical substance, other than
reasonable amount of cleaning fluid, or solvents required in the normal
operation of Tenant's business offices. No offensive gases or liquids will
be permitted.
9. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant, nor shall any changes be made in existing locks
or the mechanism thereof, without the prior written approval of Landlord
and unless and until a duplicate key is delivered to Landlord. Tenant
shall, upon termination of its tenancy, restore to Landlord all keys of
stores, offices and toilet rooms, either furnished to, or otherwise
procured by, Tenant.
10. All moves in or out of the Premises, or the carrying in or out of any
safes, freight, furniture or bulky matter of any description must take
place during the hours which Landlord or its agent may reasonably determine
from time to time, pursuant to article 10.02. Only the building freight
elevator shall be used for such purposes. Tenant will insure that movers
take reasonable measures required by Landlord to protect the building (e.g.
windows, carpets, walls, doors, and elevator cabs) from damage.
11. Landlord reserves the right to exclude from the building at all times other
than business hours all persons who do not present a pass to the building
signed by Tenant. Issuance of such passes by landlord for Tenant shall be
on a reasonable basis.
12. The Premises shall not be used for lodging or sleeping or for any immoral
or illegal purpose.
13. The requirements of Tenant will be attended to only upon application at the
office of the building. Building employees shall not perform any work or do
anything outside of their regular duties, unless under special instructions
from the office of Landlord.
14. There shall not be used in any space, or in the public halls of any
building, either by Tenant or by its jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires end side guards. No hand trucks, mail carts or mail bags shall be
used in passenger elevators, provided adequate access or use of the freight
elevator is reasonably available to Tenant, or Tenant's agents.
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15. Landlord reserves the right to modify or delete any of the foregoing Rules
& Regulations and to make such other and reasonable Rules and Regulations
as in its judgment may from time to time be needed for the safety, care and
cleanliness of the Premises, and for the preservation of good order
therein.
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