LEASE
BETWEEN
XXXXXX PROPERTIES PARTNERSHIP
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LESSOR
AND
BLUESTONE CONSULTING, INC.
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LESSEE
14,551 SQ. FT., 0000 XXXXXX XXXX, XX. XXXXXX, XXX XXXXXX 00000
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DEMISED PREMISES
INDEX
Article Heading
I Demised Premises
II Term of Lease
III Minimum Rent
IV Taxes
V Security Deposit
VI Description of Lessor's Work
VII Lessee's Work and Signs
VIII Use of Premises
IX Alterations
X Maintenance of Demised Premises
XI Maintenance, Control & Expense of Common Areas
XII Utilities
XIII Destruction by Fire or Casualty
XIV Lessee's Property in Demised Premises
XV Access to Demised Premises
XVI Surrender of Demised Premises
XVII Indemnity and Insurance by Lessee
XVIII Assignment and Subletting
XIX Eminent Domain
XX Default by Lessee
XXI Waiver of Lessee's Default
XXII Default of Lessor
XXIII Limitation of Liability and Transfer of Lessor's Interest
XXIV Estoppel Certificate by Lessee
XXV Option to Renew
XXVI Quiet Enjoyment
XXVII Subordination
XXVIII Tides of Articles
XXIX Notices
XXX Definition of Terms
XXXI Invalidity of Particular Provisions
XXXII Provisions Binding
XXXIII Relationship of Parties
XXXIV Complete Agreement
THIS Lease made on this 27th day of SEPTEMBER 1993, by and between
XXXXXX PROPERTIES PARTNERSHIP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000 as "Lessor", and BLUESTONE CONSULTING, INC., 0000 Xxxxxx Xxxxxx, Xx.
Xxxxxx, Xxx Xxxxxx 00000 as "Lessee," witnesses that Lessor and Lessee covenant
with each other as follows:
RECITALS
A. Lessor is the contractual owner of a certain real property located at and
known as 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx. The Lessor intends to
PURCHASE the property by September 27, 1993. IN THE EVENT LESSOR DOES NOT SETTLE
ON THE PROPERTY BY OCTOBER 1, 1993, THIS LEASE SHALL LAPSE BY LESSEE'S WRITTEN
NOTICE TO LESSOR OF ITS INTENT TO TERMINATE THE LEASE.
X. Xxxxxx desires to lease the Premises to Lessee, and Lessee desires to Lease
the Premises from Lessor, on and subject to the terms and conditions herein set
forth.
ARTICLE I - Demised Premises
The Lessor hereby leases to the Lessee and Lessee hereby rents from
Lessor the following described premises as outlined in red on Exhibit A attached
herewith, herein called "Demised Premises" containing 14,551 square feet,
situated in CAMBRIDGE CROSSING herein referred to as "Demised Premises." The
street address of the Demised Premises will be 0000 XXXXXX XXXX, XX. XXXXXX, XXX
XXXXXX 00000.
ARTICLE II - Terms of Lease
1. TO HAVE AND TO HOLD for a term to commence on the latter of DECEMBER
1, 1993 or the date on which lessor has substantially completed Lessor's work in
accordance with this lease and delivered the Premises to Lessee ready for
occupancy and to end at midnight on the 30TH DAY OF NOVEMBER, 2003.
2. EXPANSION OPTION/FIRST RIGHT OF REFUSAL. Lessee shall have an
expansion option on all contiguous space exercisable AFTER THE 61ST MONTH FROM
THE COMMENCEMENT DATE OF THIS LEASE in the 61st month after the commencement
date of this Lease. The rental rate for the expansion space will be the minimum
monthly rent per square foot ($7.95/SF) increased by the increase in the
Consumer Price Index, PHILADELPHIA REGION, from the commencement date and
occupancy of the expansion space. (EXAMPLE $7.95 X 3 % ANNUAL CPI X 5 YEARS =
$9.22) In the event the Lessor is unable to accommodate a minimum of 2,500 SF of
Lessee's expansion requirement, the Lessee's sole remedy is to terminate this
Lease by first giving the Lessor nine (9) months prior written notice of
Lessee's intent to terminate the Lease and the Lessee's payment to Lessor of One
Hundred Ten Thousand and 00/100 ($110,000.00) Dollars as additional rent as
reimbursement to Lessor for unamortized tenant improvements paid in nine
(9)equal monthly payment as additional rent on the first of every month.
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LESSEE SHALL HAVE A FIRST RIGHT OF REFUSAL ON ALL UNLEASED SPACE FROM
THE COMMENCEMENT DATE THROUGH THE 60TH MONTH ANNIVERSARY AT MARKET RENT. LESSOR
SHALL NOTIFY LESSEE IN WRITING OF ITS INTENT TO LEASE. IF LEASEE DOES NOT
EXERCISE ITS OPTION TO LEASE WITHIN FIVE (5) BUSINESS DAYS OF NOTICE, LESSOR
SHALL HAVE NO FURTHER OBLIGATION TO LESSEE REGARDING THAT SPACE IDENTIFIED IN
THE LESSOR NOTICE.
ARTICLE III - Minimum Rent
1. Initial Minimum Monthly Rent: The initial minimum monthly rent shall
be NINE THOUSAND SIX HUNDRED FORTY AND 04/100 ($9,640,04) Dollars, all in
advance, on the first day of every calendar month during the term hereof without
deduction or set off. If the term of this Lease shall commence or end on a day
other than the first day of the month, Lessee shall pay minimum rental equal to
one-thirtieth (1/30th) of the monthly minimum rental multiplied by the number of
rental days of such fractional month. There shall be a penalty added to all
payments due of five percent (5%) for monies received more than five (5) days
after the payment is due. The Lessee shall pay the first months rent upon
execution of the Lease by Lessor.
ARTICLE IV - Taxes
1. Taxes ("Taxes") shall mean any form of tax, assessment, excise of
impost (whether general, special, ordinary or extraordinary), license fee,
business tax, rental tax, improvement bond, levy, lien, charge or penalty
imposed or assessed by an authority having the direct or indirect power to tax
(including any city, county, state or federal government, or any school,
agricultural, lighting, drainage, sewage, irrigation or other improvement or
other special district) against or in respect of or which may be or become a
lien or charge upon (a) any legal or equitable interest or Lessor in the Demised
Premises or in the real property of which the Demised Premises is a part, or (b)
Lessor's right to or receipt of rent or other income from the Demised Premises
or by Lessor's business or leasing the Dernised Premises.
2. The amount payable by Lessee to Lessor as additional rent shall be
paid within twenty (20) days after each such tax billing is received by Lessee.
The amount payable by Lessee shall be based upon a fraction the numerator of
which is the amount of floor area occupied by Lessee and the denominator is the
amount of net leasable area of the building (14,551 + 40,500 = 36%) multiplied
by the total of such Taxes or other amount deemed to be Taxes. The Lessor has
the right to require prepayment, in which event the annual amount shall be
prorated and payable in equal monthly installments on the same day the rent is
paid. The monthly estimated Taxes shall not be less than 1/12th of the actual
Taxes for the Demised Premises for the preceding tax year. Semi-annually and
following Lessor's receipt of invoices and review of budget projections, Lessor
may notify Lessee of any additional amount due and Lessee shall pay said
additional rent due within twenty (20) days after each such billing is received.
If Lessee's monthly Tax payments exceed the actual Taxes for the SEMIANNUAL
period covered by the actual Tax xxxx, such
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excess shall be credited against the next monthly installment of rent and
additional rent and charges due.
ARTICLE V - Security Deposit
Lessee does herewith deposit with Lessor the sum of NINE THOUSAND SIX
HUNDRED FORTY AND 04/100 ($9,640,04) Dollars, to be held as security for the
full and faithful performance by Lessee of Lessee's obligations under this Lease
and for the payment of damages to the Demised Premises. No interest will be paid
to Lessee on the security deposit except for such sum as shall be lawfully
applied by Lessor to satisfy valid claims against Lessee arising from defaults
under this Lease or by reason of damages to the Demised Premises, the security
deposit shall be returned to Lessee at the expiration of the terms of this Lease
or any renewals or extensions thereof. It is understood that no part of any
security deposit is to be considered as the last rental due under the terms of
the Lease. THE LESSEE SHALL DELIVER THE SECURITY DEPOSIT TO LESSOR UPON
EXECUTION OF THIS LEASE.
ARTICLE VI- Description of Lessor's Work
Lessee acknowledges that neither Lessor nor its agents have made any
promise to alter, remodel or improve the demised premises or the building or any
other improvement thereon, except as expressly provided in a written rider,
addendum or amendment to this Lease. Lessee acknowledges neither Lessor not its
agents have made any representation or warranty with respect to the condition of
the demised premises or the building or any other improvement thereon, Lessee's
taking possession of the demised premises shall conclusively establish that the
Lessee hereby waives any claims which may hereafter arise against Lessor
resulting from the condition of the demised premises or any improvement thereon.
ARTICLE VII- Lessee's Work and Signs
1. Lessee may enter the Demised Premises prior to the date hereinafter
fixed for the commencement of the term of this Lease for the purpose of
installing fixtures and other equipment, provided such work by Lessee shall be
done in such manner so as not to interfere with the work to be done by Lessor or
Lessor's contractor in the Demised Premises and provided further that such work
on the part of Lessee shall be done in compliance with such rules and
regulations established by Lessor or its contractor and shall not be in conflict
with any Union Contract to which Lessor, its contractor or any sub-contractor
might be a part. Lessee shall furnish to Lessor all certificates and approvals
with respect to work done by Lessee, or on Lessee's behalf, that may be required
from any authorities for the issuance of a Certificate of Occupancy. It is
further understood and agreed that Lessor shall have no responsibility or
liability whatsoever for any loss or damage to any such fixtures or equipment
installed or left in the Demised Premises, and Lessee's entry on and occupancy
of the Demised Premises prior to the commencement of this Lease shall be
governed by and subject to all the provisions, covenants and conditions of this
Lease other than those requiring the payment of minimum rent.
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No work shall be undertaken by Lessee without first securing a Stipulation
Against Liens by the contractor and filing same as required by law to prevent
the filing of mechanics liens.
2. In any event Lessee covenants and agrees that promptly after
delivery of possession of the Demised Premises to Lessee as substantially
completed, Lessee shall commence and shall proceed with due diligence to make
all improvements to and install in the Demised Premises all fixtures and other
equipment which may be necessary or proper in the operation of Lessee's business
and thereafter to commence business.
3. Lessee may, at its own risk, lawfully erect a sign, concerning the
business of the occupant of the Demised Premises, on the exterior thereof, and
agrees to maintain said sign in a good state of repair and save the Lessor
harmless from any loss, cost or damage as a result of the erection, maintenance,
existence or removal of the same, and shall repair any damage which may have
been caused by the erection, existence, maintenance or removal of such sign. All
signs must be approved by the Lessor and the location of the same must be
approved by the Lessor, Lessor's consent will not be unreasonably withheld. Upon
vacating the premises and if requested by Lessor, the Lessee agrees to remove
all signs and repair all damage caused by such removal.
4. Lessee further covenants and agrees to pay promptly when due all
taxes, including real estate taxes assessed against Lessee's fixtures,
furnishings, equipment and stock-in-trade placed in or on the Demised Premises.
Any such taxes paid by Lessor shall be due and payable, as additional rent
within twenty (20) days after xxxxxxxx therefor are rendered to Lessee.
For the purpose of this Article, Lessee's fixtures shall be deemed to
include all trade fixtures which Lessee may, as heretofore provided, have the
right of removing at the expiration of the term of this Lease.
ARTICLE VIII - Use of Premises
The Demised Premises shall be occupied and used solely for the purpose
of GENERAL OFFICE USE AND SALE OF COMPUTER SOFTWARE, TRAINING AND COUNSELING,
AND RELATED ACTIVITIES.
1. Lessee shall not use or permit the demised premises to be used for
any other purposes without the prior written consent of Lessor. Lessee expressly
acknowledges that Lessor or its agents have not made any representations as to
the suitability of the demised premises for the use stated above and Lessee has
been advised by Lessor or its agents to make its own independent determination
as to the suitability of the demised premises to the stated use, and any related
zoning or other laws, ordinances, regulations and directives or any applicable
covenants, conditions and restrictions affecting the demised premises which may
limit or restrict the stated use. Lessee shall indemnify and hold Lessor
harmless against any requirements for building and or building systems
alterations that may be required by any local, state or federal codes as a
result of Lessee's occupancy of the Demised Premises. Lessee shall not commit,
or suffer to be permitted to be committed, any waste upon the Premises or any
nuisance or other act in violation
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of public policy. Further, Lessee shall not commit, or suffer to be committed,
anything which would subject the Lessor to responsibility or liability for
injury or damage to any person or property or which would invalidate or increase
the cost of any insurance coverage described in this Lease. Lessee shall comply
with all rules, regulations, orders and requirements of Lessor's then current
insurance carrier(s) with respect to the use of the demised premises and
necessary for maintaining reasonable insurance coverage of the types specified
in this Lease.
2. Lessor reserves the absolute rights to itself to (a) use the roof,
exterior walls and the area beneath the demised premises and (b) install, use,
maintain and replace equipment, machinery, pipes, conduits and wiring located
within the demised premises which serve other parts of the Property in a manner
and in locations which do not unreasonably interfere with Lessee's use of the
demised premises.
3. No wood-shaving or spraying material processes will be performed on
any part of the demised premises except in any environmental controlled by
appropriately designed and installed air-handling equipment which shall be
maintained and operated at all times during the Lease terms as required to
prevent hazardous accumulations of wood and chemical pollutants in the
atmosphere within the demised premises, and all equipment installations required
to comply with his subparagraph 5 shall be commenced, performed and completed
promptly after the commencement date. Lessee warrants to Lessor that such
installation shall be made in correctly designed facilities and in a workmanlike
manner in full compliance with all applicable legal requirements.
ARTICLE IX - Alterations
Lessee covenants and agrees not to make or permit to be made any
alterations, improvements and additions to the Demised Premises or any other
part thereof except by and with the written consent of Lessor first had.
Lessor's approval shall not be unreasonably withheld. All alterations,
improvements and additions to said premises shall be made in accordance with all
applicable laws and shall at once when made or installed be deemed to have
attached to the freehold and to have become the property of Lessor and shall
remain for the benefit of Lessor at the end of the term or other expiration of
this Lease in as good order and condition as they were installed, reasonable
wear and tear excepted; provided, however, if prior to the termination of this
Lease, or within fifteen (15) days thereafter Lessor so directs by written
notice to Lessee, who then shall promptly remove the additions, improvements,
fixtures and installations which were placed in the Demised Premises by Lessee
and which are designated in said notice and repair any damage occasioned by such
removal and in default thereof Lessor may effect said removals and repairs at
Lessee's expense. In the event of such alterations, improvements and additions
as herein provided Lessee further agrees to indemnify and save harmless the
Lessor from all expenses, liens, claims or damages to either persons or property
arising out of, or resulting from the undertaking or making of said alterations,
additions and improvements.
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ARTICLE X - Maintenance of Demised Premises
All damage or injury to the demised premises or Complex, if such latter
terms defined in this Lease, caused by the act or negligence of Lessee or its
employees, agents, representatives, visitors or invitees shall be promptly
repaired by Lessee at Lessee's expense and to the satisfaction of Lessor in
accordance with this Paragraph 10.1. If Lessee does not promptly make such
repairs, Lessor, at Lessor's option, may make or cause to be made any such
repairs and may charge Lessee for any costs and expenses paid or incurred, by
Lessor in connection therewith. Except as specifically provided in Article XIII,
there shall be no reduction in rent payable by Lessee and no liability on the
part of Lessor by reason of inconvenience, annoyance or injury to business
arising from the making of any repairs, alterations or improvements or any
portion of the demised premises or the Complex or fixtures and equipment related
thereto, and no liability on the part of Lessor for failure to make repairs,
alterations or improvements to the demised premises or the Complex or any
fixtures and equipment related thereto which are necessitated by reason of the
act or negligence of any other tenant or occupant of the Complex. Lessor agrees
to exercise due diligence in making exterior repairs, notwithstanding the fact
that the Lessee may have been responsible for the damage. Lessor shall use best
efforts not to disrupt Lessee's business.
ARTICLE XI - Maintenance, Control and Expense of Common Areas
All costs and expenses ("common area maintenance costs") incurred by
Lessor in connection therewith shall be charged and prorated in the manner
stated below. It is understood and agreed that the term "common area
maintenance costs" shall mean all sums expensed by Lessor for payment of all
work reasonably deemed necessary by Lessor for the management, operation,
maintenance, replacement and repair of the buildings on the property and its
common areas. including the following (the specific recitation of which shall
not be deemed to limit the definition of such costs and expenses): painting,
janitorial services; maintenance, repair and replacement when necessary of
sidewalks curbs, bumpers, signs, planting and landscaping, and lighting and
other utilities; resurfacing, restriping, cleaning and sweeping the parking
areas; operation, maintenance and repair of any common fire protection
systems, automatic sprinkler systems and storm drainage systems; personnel to
implement such services including but not limited to the cost of security
guards; police and fire protection services; any taxes and assessments
imposed by governmental agencies; costs of utility services; depreciation on
maintenance and operating machinery and equipment, if owned, and rental paid
for such machinery and equipment if rented; public liability and property
damage insurance on the common areas; all wage and labor costs (including
salaries, wages, payroll and similar taxes; Social Security taxes,
unemployment insurance costs, workers compensation and other insurance and
medical and other benefits) applicable to persons engaged in the management,
operation maintenance, replacement and repair of the common areas; fuel; cost
of repairing and replacing roofs; cost of reasonably and customary management
fees; and supplies for the provision of the foregoing services Lessor may
cause any of such services or items to be provided by an independent
contractor or contractors. The amount payable by Lessee to Lessor as
additional rent shall be
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paid within twenty (20) days after each such billing is received. The amount
payable by Lessee shall be based upon a fraction the numerator of which is the
amount of floor area occupied by Lessee and the denominator is the amount of net
leasable area of the building (14,551 - 40,500 = 36%) multiplied by the total of
such costs and expenses or other amount deemed to be costs and expenses. The
Lessor has the right to require prepayment, in which event the annual amount
shall be prorated and payable in equal monthly installments on the same day the
rent is paid. The monthly estimated Common Area Maintenance charges shall not be
less than 1/12th of the actual charges for the Demised Premises for the
preceding lease year. Semi-annually and following Lessor's receipt of invoices
and review of budget projections, Lessor may notify Lessee of any additional
amount due and Lessee shall pay said additional rent within twenty (20) days
after each such billing is received. If Lessee's monthly Common Area Maintenance
payments exceed the actual Common Area Maintenance charges for the semi-annual
period covered by the actual Common Area Maintenance xxxx, such excess shall be
credited against the next monthly installment of rent and additional rent and
charges due.
ARTICLE XII - Utilities
Lessee covenants and agrees to pay for all public utility and other
services rendered or furnished to the Demised Premises during the term hereof,
including heat, water, gas, electricity, sewer rental, trash disposal and the
like, together with all taxes levied or other charges on such utilities. In no
event shall Lessor be liable for the quality, quantity, failure or interruption
of such services to the Demised Premises. If such items are not separately
metered for Lessee, then Lessee agrees to pay his proportionate share based upon
a fraction the numerator of which is the amount of floor area occupied by the
Lessee and the denominator is the amount of net leasable area of the building
(excluding common area) multiplied by the total of such costs.
ARTICLE XIII - Destruction by Fire or Casualty
1. If the Demised Premises shall be totally destroyed by fire or other
casualty covered by the policy of fire and extended coverage insurance during
the first FIVE (5) years of this Lease, and at least FIVE (5) years remain on
the Lease then Lessor shall replace the Demised Premises with a building
containing space equal to the present leased space, and of the same general type
of construction or better, the same to be done as soon as possible after the
insurance adjustments, but in no event later than seven (7) months from the date
of the receipt of said insurance adjustment. If such event occurs after said
FIVE (5) year period, then Lessor may rebuild but does not agree to do so unless
Lessee, within thirty (30) days after receipt of insurance adjustment by Lessor,
enters into renewal of this Lease on the same terms and conditions for a period
equal to the original term of this Lease, [but in no event less than FIVE (5)
years], to commence upon the date of the completion of such rebuilding.
Otherwise, Lessor shall have the option to rebuild or of terminating this Lease.
2. In the event of total destruction of the Demised Premises as above
mentioned, Lessee's rent shall completely xxxxx from the date of such
destruction until possession of the
7
rebuilt premises is delivered to Lessee, but in the event of a partial
destruction or damage whereby Lessee shall be deprived of the occupancy of only
a portion of said premises, then minimum rent shall be equitably apportioned
according to the area of the Demised Premises which is unusable by Lessee until
such time as the Demised Premises shall be repaired or restored.
ARTICLE XIV - Lessee's Property in Demised Premises
1. All Lessee's personal property of every kind or description which
may at any time be in the Demised Premises shall be at Lessee's sole risk, or at
the risk of those claiming under Lessee, and Lessor shall not be liable for any
damage to said property or loss suffered by the business or occupation of Lessee
caused by water from any source whatsoever or from the bursting, overflowing or
leaking of sewer or steam pipes or from the sprinkler system or from the heating
or plumbing fixtures or from electric wires or from gas or odors caused in any
manner whatsoever except as may result from and be caused by the negligence of
Lessor.
ARTICLE XV - Access to Demised Premises
1. Lessee agrees to permit Lessor or Lessor's agents to inspect or
examine the Demised Premises at any reasonable time and to permit Lessor to make
such repairs, decorations, alterations, improvements or additions in the Demised
Premises or to the building of which the Demised Premises is a part, that Lessor
may deem desirable or necessary or which Lessee has not covenanted herein to do
or has failed so to do, without the same being construed as an eviction of
Lessee in whole or in part and the rent shall in no wise xxxxx while such
decorations, repairs, alterations, improvements or additions are being made by
reason of loss or interruption of the business of Lessee because of the
prosecution of such work.
2. Lessor shall also have the right to enter upon the Demised Premises
for a period commencing one hundred eighty (180) days prior to the termination
of this Lease for the purpose of exhibiting the same to prospective tenants or
purchasers. During said period Lessor may place signs in, or upon said premises
to indicate that same are for rent or sale, which signs shall not be removed,
obliterated or hidden by Lessee.
ARTICLE XVI - Surrender of Demised Premises
1. Lessee covenants and agrees to deliver up and surrender to the
Lessor possession of the Demised Premises upon expiration of this Lease, or its
earlier termination as herein provided, broom clean and in as good condition and
repair as the same shall be at the commencement of the term of this Lease, or
may have been put by the Lessor during the continuance thereof, ordinary wear
and tear and damage by fire or the elements excepted. Lessee shall also
surrender all keys for the Demised Premises, as well as all building drawings
and environmental reports of any kind relating to the Demised Premises. The
foregoing shall require that Lessee cause the following (which is not an
exclusive list) to be true as of the date of
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surrender:
1. All interior and exterior lights are operational and burning.
2. All exhaust, ceiling and overhead fans are operational.
3. Floor is broom swept and clean of all trash and materials.
4. All electrical, plumbing, and other utilities which are terminated
are disconnected, capped and/or terminated according to applicable,
building codes and all other governmental requirements.
5. All electrical conduit and wiring installed by Tenant
specifically for Tenant's equipment are removed to originating
electrical panel if Landlord so requires.
6. Interior and exterior doors are operational and in good condition.
7. All furniture, trash and debris are removed.
8. All pictures, posters, signage, stickers and all similar items are
removed from all walls, windows, doors and other interior and
exterior surfaces of the Premises.
9. Carpet areas are vacuumed.
10. All uncarpeted office floors are swept, and any excess wax buildup
on tile and vinyl floors is removed.
11. All Tenant-installed computer cable is removed to point of origin.
12. All doors, windows, and miscellaneous hardware are operational.
13. All heating, air conditioning and mechanical equipment is
operational and in good working condition.
14. Ceiling tiles, grid, light lenses, air grills and diffusers are in
place with no holes or stains.
15. There are no broken windows or other glass items.
16. Bathroom, walls, floors, and fixtures are clean.
17. All plumbing fixtures are intact and operational and do not leak.
18. All downspouts are undamaged and operational.
19. Walls (internal and external) are clean and any holes are properly
and permanently patched.
20. If landscaping is Tenant's responsibility under this Lease, all lawn
sprinkler equipment is operational with no water leaks.
21. If landscaping is Tenant's responsibility under this Lease, all
plants, trees and shrubbery are intact and healthy.
22. If landscaping is Tenant's responsibility under this Lease, all lawns
have recently been mowed and edged, and shrubbery trimmed.
23. If roof repair is Tenant's responsibility under this Lease, the roof
is in good condition and repair (in accordance with NRA guidelines)
and no apparent leaks.
Acceptance of delivery of the Demised Premises or opening same for business
shall be deemed conclusive evidence that the Demised Premises were in good order
and condition at the commencement of the term of this Lease.
2. Lessee shall at Lessee's expense remove all property of Lessee and
all alterations,
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additions and improvements as to which Lessor shall have made the election
hereinbefore provided, repair all damage to the Demised Premises caused by such
removal and restore the Demised Premises to the condition in which they were
prior to the installation of the articles so removed. Any property not so
removed and as to which Lessor shall have not made said election, shall be
deemed to have been abandoned by Lessee and may be retained or disposed of by
Lessor, as Lessor shall desire. Lessee's obligation to observe or perform this
covenant shall survive the expiration of the term of this Lease.
ARTICLE XVII - Indemnity and Insurance by Lessee
1. Lessee covenants and agrees that it will protect and save and keep
the Lessor forever harmless and indemnified against and from any penalty or
damage or charges imposed for any violation of any law or ordinance, whether
occasioned by the neglect of Lessee or those holding under Lessee, and that
Lessee will at all times protect, indemnify and save and keep harmless the
Lessor against and from all claims, loss, cost, damage or expense arising out of
or from any accident or other occurrence on or about the Demised Premises
causing injury to any person or property whomsoever or whatsoever, and will
protect, indemnify, save and keep harmless the Lessor against and from any and
all claims and against and from any and all loss, cost, damage or expense
arising out of any failure of Lessee in any respect to comply with and perform
all the requirements and provisions of this Lease or to comply with any
government law, rule, or regulation.
2. Lessee agrees that, at its own cost and expense, it will procure and
continue in force general liability insurance covering any and all claims for
injuries to persons occurring in, upon or about the Demised Premises, and common
areas including all damage from signs, glass, awnings, fixtures or other
appurtenances now or hereafter erected on the Demised Premises during the term
of this Lease, such insurance at all times to be in an amount of not less than
Two Million Dollars ($2,000,000) Combined Single Limit of Bodily Injury and
Property Damage Liability. Such insurance shall be written with a company or
companies authorized to engage in the business of general liability and property
insurance in the state in which the Demised Premises are located and shall be
rated B+ or better by A. M. Best & Co. The Lessor and its Agent(s), Xxxxxx
Property Partnership and Cumberland Management, shall be a named as additional
insureds on said policy, and there shall be delivered to the Lessor a copy of
the insurance contract and evidence that the contract premium has been paid. In
the event Lessees fails to furnish such policies, or continue the same in full
force and effect, the Lessor may obtain such insurance and the premiums on such
insurance shall be deemed additional rent to be paid by the Lessee unto the
Lessor upon demand.
3. The cost of all insurance for the Demised Premises shall be paid by
the Lessee. LESSEE SHOULD HAVE THE RIGHT TO REVIEW ALL INSURANCE AGENCIES FOR
THE DEMISED PREMISES ANNUALLY BY REQUESTING A COPY IN WRITING NOT MORE THAN ONCE
PER YEAR. Such costs shall be allocated among the several tenants of the
building based upon a fraction the numerator of which is the amount of floor
area occupied by the Lessee and the denominator is the amount of net leasable
area of the
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building multiplied by the total of such insurance costs. Such insurance shall
be purchased by Lessor on a full replacement cost basis, and include loss of
rents insurance, and the premium for the same shall be paid by Lessee as
additional rent within 10 days after billing for same.
4. Lessor and Lessee hereby agree that all insurance policies to insure
the Demised Premises and the contents therein against casualty loss, and all
liability policies which they shall carry pertaining to the use and occupancy of
the Demised Premises shall contain waivers of the right of subrogation against
Lessor and Lessee herein, their heirs, administrators, successors, and assigns.
5. The Lessee agrees to comply with all rules, recommendations, and
regulations of Factory Mutual Engineering or comparable insurance organization.
6. If any boiler or pressured vessel is maintained on the Demised
Premises, the Lessee shall, at its expense, secure insurance coverage as is
applicable in amounts consistent with other coverage on the building, naming
Lessor and Lessee as insured parties, and shall keep filed with Lessor a current
policy of insurance.
7. Lessee covenants and agrees not to permit, introduce or maintain, on
or about any portion of the premises, any hazardous or toxic materials, wastes
or other such substances identified in CERCLA, RCRA or other federal, state or
local legislation, regulations or ordinances whether now existing or hereafter
enacted or promulgated or any judicial or administrative interpretation of such
laws, rules or regulations (hereinafter referred to as "Hazardous Materials").
In addition, tenant covenants and agrees that it will remain in strict
compliance with all applicable federal, state and local laws, decisions of the
courts and regulations, rules directives, decrees, and orders of federal, state
and local government authorities regarding the protection of the environment and
the protection of the public health and safety. Lessee further covenants and
agrees to indemnify, protect and save Lessor harmless against and from any and
all damages, losses, liabilities, obligations, proceedings, costs, disbursements
or expenses of any kind and of any nature whatsoever (including, without
limitation, attorneys' and experts' fees and disbursements) which may at any
time be imposed upon, incurred by or asserted or awarded against Lessor and
arising from or out of any Hazardous Materials in all or any portion of the
premises, introduced by, or on behalf of, Lessee, including without limitation:
(i) the cost of removal, restoration or other such remedial work done in
connection with any such Hazardous Materials existing on all or any portion of
the premises, (ii) additional costs required to take necessary precautions to
protect against the release of Hazardous Materials on, in, under or affecting
the premises, into the air, any body of water, any other public domain or any
surrounding areas, (iii) costs incurred to comply with all applicable laws,
orders, judgments and regulations with respect to Hazardous Materials on all or
any part of the premises, (iv) costs related to the payment of environmental
consultants to evaluate the risk or potential threat to the environment created
by the presence of any Hazardous Materials on all or any portion of the
premises, and (v) costs related to the Lessor being named a potentially
responsible party for the violation of CERCLA, RCRA or any other environmental
law or regulation.
11
ARTICLE XVIII - Assignment and Subletting
1. Notice and Documentation: As conditions precedent to any assignment
of the whole of Lessee's interest in this Lease or subletting by Lessee of the
whole or any part of the demised premises, (i) at least thirty (30) days prior
to any proposed assignment or subletting Lessee shall submit to Lessor a
statement containing: (a) the name and address of the proposed assignee or
subtenant; (b) a financial statement of the proposed assignee or subtenant
containing therein bank and other credit references; (c) the type of use
proposed for the demised premises; and (d) all of the principal terms and
conditions of the proposed assignment or subletting including, but not limited
to, the proposed commencement and expiration dates of the term thereof and the
amount of rent to be payable by the assignee or subtenant and a floor plan
delineating the proposed, assigned or sublet area; and (ii) Lessee shall deliver
to Lessor an original assignment or sublease executed by Lessee and the proposed
assignee or subtenant on a form approved by Lessor which shall expressly provide
(a) for the assumption by such proposed assignee or subtenant of all of Lessee's
obligations under the terms of this Lease; (b) that Lessee shall indemnify and
hold Lessor harmless from any and all claims, obligations and liabilities
(including reasonable attorney's fees) arising from such assignee's or any
portion thereof, whether such claim, obligation or liability arises from such
assignee's or subtenant's conduct, activity, work or any other matter in, or
about the demised premises and/or the Complex; (c) that Lessee shall further
indemnify and hold Lessor harmless from any costs, obligations or liabilities
(including reasonable attorney's fees) arising from any act or negligence of
such assignee or subtenant, or any officer, employee, agent or invitee of such
assignee or subtenant, and from any claim, action or proceeding brought thereon;
(d) that in no event shall Lessee, by reason of Landlord's approval of the
assignment or sublease, be deemed relieved from any obligation or liability
under the Lease, including, but not limited to, the obligation to obtain
Lessor's consent to any further assignment or subletting; and (e) that such
proposed assignment or subletting shall not be deemed effective for any purpose
unless and until Lessor's written consent thereto is obtained.
LESSOR CONSENT SHALL NOT UNREASONABLY BE WITHHELD.
2. Right to Recapture: In lieu of giving or withholding its consent to
any proposed subletting or assignment, Lessor shall have the following right to
recapture the demised premises and shall thereafter be free to lease the area
subject to the proposed assignment or sublease directly to the proposed assignee
or subleasee or any other person without such act being construed to (1)
unreasonably interfere with Leasee's contractual. relations; (2) constitute
unfair competition or (3) otherwise create any cause or action in favor of
Lessee. In lieu of consenting or not consenting, Lessor may within 30 days after
Lessor has received all of the documentation described in subparagraph 1 of this
Article XVI at its option, (i) in the case of the proposed assignment or
subletting of Lessee's entire leasehold interest, terminate Lessee's lease in
its entirety, or (ii) terminate Lessee's lease as to that portion of the demised
premises which Lessee has proposed to sublet. In the event Lessor elects to
terminate this Lease pursuant to clause (ii) above, Lessee's obligation as to
rent shall be reduced in the same proportion that the rentable area of the
portion of the demised premises taken by the proposed assignee or subtenant
bears to
12
the total rentable area of the demised premises. The reservation of Lessor's
right to recapture is a critically important economic right in favor of Lessor
which has been expressly negotiated between the parties and which requires the
release of liability on the part of Lessee for any obligations with respect to
the area subject to the proposed sublease or assignment.
3. Signs: Lessee shall not be permitted to advertise in any form its
desire to assign or sublet its lease or demised premises unless Lessee has been
given Lessor's prior written consent to do so.
ARTICLE XIX - Eminent Domain
1. In the event the Demised Premises or any part thereof shall be taken
or condemned either permanently or temporarily for any public or quasi public
use or purpose by any competent authority in appropriation proceedings or by any
right of eminent domain the entire compensation award for both leasehold and
reversion shall belong to the Lessor without any deduction therefrom for any
present and future estate of Lessee, and Lessee hereby assigns to Lessor all its
right, title and interest to any such award. Lessee shall, however, be entitled
to claim, prove and receive in such condemnation proceedings such award as may
be allowed for fixtures and other equipment installed by it by only if such
award shall be in addition to the award for the land and the building (or
portion thereof) containing the Demised Premises.
2. If the entire Demised Premises shall be taken as aforesaid, then
this Lease shall terminate and shall become null and void from the time
possession thereof is required for public use and from that date, the parties
hereto shall be released from further obligation hereunder but in the event a
portion only of the Demised Premises itself shall be so taken or condemned then
Lessor, at its own expense, shall repair and restore the portion not affected by
the taking and thereafter the minimum rental to be paid by Lessee shall be
equitably and proportionately adjusted.
ARTICLE XX - Default by Lessee
If the Lessee, after ten (10) days prior written notice of a monetary
default and after thirty (30) days of a non-monetary default
(a) Does not pay in full when due any and all installments of rent and/
or other charge or payment herein reserved, included, or agreed to be treated or
collected as rent and/or any other charge, expense, or cost herein agreed to be
paid by the Lessee, or
(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or
(c) Vacates the Demised Premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom otherwise than
in the ordinary and usual
13
course of business without having first paid and satisfied the Lessor in full
for all rent and other charges then due or that may thereafter become due until
the expiration of the then current term, above mentioned; or
(d) Becomes insolvent, or makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against Lessee or a
complaint in equity or other proceedings for the appointment of a receiver for
Lessee is filed, or if proceedings for reorganization or for composition with
creditors under any State or Federal law be instituted by or against Lessee, or
if the real or personal property of Lessee shall be levied upon or be sold, or
if for any other reason Lessor shall, in good faith, believe that Lessee's
ability to comply with the covenants of this Lease, including the prompt payment
of rent hereunder, is or may become impaired,
thereupon:
(1) The whole balance of rent and other charges, payments, costs, and
expenses herein agreed to be paid by Lessee, or any part thereof, and also all
costs and officer's commissions including watchmen's wages shall be taken to be
due and payable and in arrears as if by the terms and provisions of this Lease
said balance of rent and other charges, payment, taxes, costs and expenses were
on that date, payable in advance. Further, if this Lease or any part thereof is
assigned, or if the premises, or any part thereof is sub-let, Lessee hereby
irrevocably constitutes and appoints Lessor as Lessee's agent to collect the
rents due from such assignee or sub-lessee and apply the same to the rent due
hereunder without in any way affecting Lessee's obligation to pay any unpaid
balance of rent due hereunder; or
(2) At the option of Lessor, this Lease and the terms hereby created
shall terminate and become absolutely void without any right on the part of
Lessee to reinstate this Lease by payment of any sum due or by other performance
of any condition, term, or covenant broken; whereupon, Lessor shall be entitled
to recover damages for such breach in an amount equal to the amount of rent
reserved for the balance of the term of this Lease, less the fair rental value
of the said Demised Premises for the remainder of the Lease term.
In the event of any default as above set forth, Lessor, or anyone
acting on Lessor's behalf, at Lessor's option:
(a) May let said premises or any part or parts thereof to such person
or persons as may, in Lessor's discretion, be best; and Lessee shall be liable
for any loss of rent for the balance of the then current term. Any such re-entry
or re-letting by Lessor under the terms hereof shall be without prejudice to
Lessor's claim for actual damages, and shall under no circumstances, release
Lessee from liability for such damages arising out of the breach of any of the
covenants, terms, and conditions of this Lease.
(b) May proceed as a secured party under the provisions of the Uniform
Commercial Code against the goods in which Lessor has been granted a security
interest.
14
(c) May have and exercise any and all other rights and/or remedies,
granted or allowed landlords by any existing or future Statute, Act of Assembly,
or other law of this state in cases where a landlord seeks to enforce rights
arising under a lease agreement against a tenant who has defaulted or otherwise
breached the terms of such lease agreement; subject, however, to all of the
rights granted or created by any such Statute, Act of Assembly, or other law of
this state existing for the protection and benefit of tenants; and
(d) May have and exercise any and all other rights and remedies
contained in this Lease agreement OR UNDER NEW JERSEY LAW.
All of the remedies hereinbefore given to Lessor and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
determination of this Lease or the taking or recovering possession of the
premises shall deprive Lessor of any of its remedies or actions against the
Lessee for rent due at the time or which, under the terms hereof would in the
future become due as if there had been no determination, nor shall the bringing
of any action for rent or breach of covenant, or the resort to any other remedy
herein provided for the recovery of rent be construed as a waiver of the right
to obtain possession of the premises.
ARTICLE XXI - Waiver of Lessee's Default
No waiver of any covenant or condition or of the breach of any covenant
or condition of this Lease shall be taken to constitute a waiver of any
subsequent breach of such covenant or condition nor to justify or authorize the
non-observance on any other occasion of the same or of any other covenant or
condition hereof, nor shall the acceptance of rent by Lessor at any time when
Lessee is in default under any covenant or condition hereof, be construed as a
waiver of such default or of Lessor's right to terminate this Lease on account
of such default, nor shall any waiver or indulgence granted by Lessor to Lessee
be taken as an estoppel against Lessor, it being expressly understood that if at
any time Lessee shall be in default in any of its covenants or conditions
hereunder an acceptance by Lessor of rental during the continuance of such
default or the failure on the part of Lessor promptly to avail itself of such
other rights or remedies the Lessor may have, shall not be constured as a waiver
of such default, but Lessor may at any time thereafter, if such default
continues, terminate this Lease on account of such default in the manner
hereinbefore provided. NOTWITHSTANDING THE ABOVE, ANY ACTION BY LESSOR OR LESSEE
SHALL BE IN ACCORDANCE WITH NEW JERSEY LAW.
ARTICLE XXII - Default of Lessor
Lessor shall in no event be charged with default in the performance of
any of its obligations hereunder unless and until Lessor shall have failed to
perform such obligations within thirty (30) days (or such additional time as is
reasonably required to correct any such default) after notice to Lessor by
Lessee properly specifying wherein Lessor has failed to perform any such
obligations.
15
Provided, however, that if the holder of record of the first mortgage
covering the Demised Premises shall have given prior written notice to Lessee
that it is the holder of said first mortgage and that such notice includes the
address at which notices to such mortgagee are to be sent, then Lessee agrees to
give to the holder of record of such first mortgage notice simultaneously with
any notice given to Lessor to correct any default of Lessor as hereinabove
provided and agrees that the holder of record of such first mortgage shall have
the right, within sixty (60) days after receipt of said notice, to correct or
remedy such default before Lessee may take any action under this Lease AND UNDER
NEW JERSEY LAW, by reason of such default.
ARTICLE XXIII - Limitation of Liability and Transfer of Lessor's Interest
A. Limitation on Liability: The liability of Lessor to Lessee for any
default by Lessor under this Lease or arising in connection herewith or with
Lessor's operation, management, leasing, repair, renovation, alteration, or any
other matter relating to the Premises, or any Complex of which it is part, shall
be limited to the interest of Lessor in the Premises and Complex (if any).
Lessee agrees to look solely to Lessor's interest in the Premises and Complex
(if any) for the recovery of any judgment against Lessor, and Lessor shall not
be personally liable for any such judgment or deficiency after execution
thereon. The limitations of liability contained in this provision shall apply
equally and inure to the benefit of Lessor's present and future partners,
beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective trustees, beneficiaries, partners, heirs,
successors and assigns. Notwithstanding the foregoing to the contrary, Lessor
shall have personal liability for insured claims, beyond Lessor's interest in
the Premises and Complex to the extent of Lessor's liability insurance coverage
available for such claims.
B. Release from Individual Liability: It is expressly understood and
agreed that nothing contained in this Lease shall be construed as creating any
liability whatsoever against Lessor's Manager or any of the partners of Lessor
personally, and in particular, without limiting the generality of the foregoing,
there shall be no personal liability of Lessor's Manager or any of the partners
of Lessor to pay any indebtedness accruing under this Lease or to perform any
term, covenant, condition or agreement, either express or implied, contained in
this Lease, or to keep, preserve or sequester any property of Lessor. The
personal liability of Lessor's Manager or of said partners, if any, is hereby
expressly waived by Lessee and by every person now or hereafter claiming any
right or security hereunder, and the owner of any interest, indebtedness or
liability accruing under this Lease shall look solely to Lessor, the building
and the real property of which the Premises forms a part for payment thereof
C. Transfer of Lessor's Interest: Lessor and each successor to Lessor
shall be fully released from the performance of Lessor's obligations subsequent
to their transfer of Lessor's interest in the Premises and/or the Complex, if
such term is defined in this Lease. Lessor shall not be liable for any
obligation imposed by this Lease after a transfer of its interest in the
Premises and/or the Complex. THE CONVEYANCE OF INTEREST IN THE SUBJECT PREMISES
IN WHICH FIFTY (50) PERCENT OR MORE OF THE PRINCIPALS IN XXXXXX PROPERTIES
PARTNERSHIP RETAIN AN OWNERSHIP
16
INTEREST SHALL NOT BE CONSIDERED A TRANSFER FOR THE PURPOSE OF THIS PROVISION.
ARTICLE XXIV - Estoppel Certificate by Lessee
Lessee agrees at any time within ten (10) days of Lessor's written
request to execute, acknowledge and deliver to Lessor a written statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), and the dates to which the basic rent
and other charges have been paid in advance, if any, it being intended that any
such statement delivered pursuant to this Article may be relied upon by an
prospective purchaser or mortgagee of the fee of the Demised Premises.
ARTICLE XXV - Option to Renew
The Lessee is hereby granted an option to extend this Lease for ONE (1)
additional period of FIVE (5) years on the same terms, conditions and rent. The
Lessee shall notify the Lessor in writing nine (9) months prior to the
expiration of the then current term of its intention not to extend said Lease,
otherwise the extension shall be automatic. The minimum rent (Article III) shall
be increased during each option period by the percentage increase in the Revised
Consumer Price Index for All Urban Consumers to THE PHILADELPHIA REGION between
the commencement date hereof and the date the option period commences. The
within option to extend this Lease may not be exercised by an assignee or
sublessee of the Lessee, and such assignee or sublessee shall vacate the
premises at the end of the then current period.
In the event that Lessee shall give notice, as stipulated in this
Lease, of intention to vacate the Demised Premises at the end of the present
term, or any renewal or extension thereof, and shall fail or refuse so to vacate
the same on the date designated by such notice, then it is expressly agreed that
Lessor shall have the option either (a) to disregard the notice so given as
having no effect, in which case all the terms and conditions of this Lease shall
continue thereafter with full force precisely as if such notice had not been
given, or (b) to treat the Lessee as a month to month holdover tenant with a
rental equal to 150% of the then current fixed minimum rent, or (c) Lessor may,
at any time within thirty days after the present term or any renewal or
extension thereof, as aforesaid, give the said Lessee ten days written notice of
his intention to terminate the said Lease; whereupon the Lessee expressly agrees
to vacate said premises at the expiration of the said period of ten days
specified in said notice. All powers granted to Lessor by this Lease may be
exercised and all obligations imposed upon Lessee by this Lease shall be
performed by Lessee as well during any extension of the original term of this
Lease as during the original term itself.
ARTICLE XXVI - Quiet Enjoyment
Lessor covenants and agrees that if Lessee pays the fixed minimum
rental and other charges herein provided and shall perform all of the covenants
and agreements herein stipulated
17
to be performed on the Lessee's part, Lessee shall, at all times during said
term, have the peaceable and quiet enjoyment and possession of said premises
without any manner of hindrance from Lessor or any persons lawfully claiming
through Lessor, except as to such portion of the Demised Premises as shall be
taken under the power of eminent domain.
ARTICLE XXVII - Subordination
This Lease is and shall be subject and subordinate at all times to the
lien of any mortgages which at any time may be made liens upon the Demised
Premises; provided, however, that LESSOR SHALL USE ITS BEST EFFORTS TO HAVE THE
HOLDER OF ANY SUCH MORTGAGE AGREE THAT so long as Lessee shall not be in default
in the performance of its obligations under this Lease, neither this Lease nor
Lessee's right to remain in exclusive possession of the Demised Premises shall
be affected or disturbed by reason of any default under any such mortgage and,
if such mortgage shall be foreclosed, this Lease and all Lessee's rights and
obligations hereunder shall survive such foreclosure and continue in full force
and effect. LESSEE SHALL EXECUTE AND DELIVER UPON DEMAND ANY FURTHER INSTRUMENT
OR INSTRUMENTS CONFIRMING THE SUBORDINATION ATTORNMENT OF THIS LEASE TO THE LIEN
OF ANY SUCH MORTGAGE IF REQUESTED TO DO SO BY LANDLORD WITH THE CONSENT OF THE
MORTGAGEE.
ARTICLE XXVIII - Titles of Articles
The titles of the articles throughout this Lease are for convenience
and reference only, and such titles shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions
of this instrument.
ARTICLE XXIX - Notices
All statements and notices to be given under this Lease shall be in
writing and given in person or by registered or certified mail, return receipt
requested, postage paid, addressed to the proper party at the following address:
(a) If to Lessor: Xxxxxx Property Partnership
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(b) If to Lessee: Bluestone Consulting, Inc.
0000 Xxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Attn: Xx. Xxxxxx, President
ARTICLE XXX - Definition of Terms
1. "Lease Year", as used herein, shall mean each twelve month period
beginning
18
with the first day of the term of this Lease, and each yearly anniversary
thereof, provided the commencement of the term of this Lease is on the first day
of the month. If the term of this Lease commences on any day other than the
first day of the month then "lease year" shall begin on the first day of the
month following the end of the month during which the term of this Lease
commences.
2. For the purpose of this Lease "floor area" shall be deemed to mean
the actual number of square feet of floor space within the exterior faces of the
exterior walls (except party walls and walls between space occupied by two or
more separate occupants, in either of which cases the center of the wall in
question shall be used instead of the exterior face thereof) of all floor,
basements and mezzanines of the Demised Premises without deduction or exclusion
for any space occupied by or used by columns, stairs or other interior
construction or equipment.
3. As used in this indenture of Lease and when required by the context,
each number (singular or plural) shall include all number, and each gender shall
include all genders; and unless the context otherwise requires, the word
"person" shall include "corporation, firm or association".
ARTICLE XXXI - Invalidity of Particular Provisions
If any term or provision of this Lease or the application thereof to
any person or circumstance shall to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
law.
ARTICLE XXXII - Provisions Binding
All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several and respective
heirs, executors, administrators, successors and assigns of said parties; and if
there shall be more than one Lessee, they shall all be bound jointly and
severally by the terms, covenants and agreements herein, and the word "Lessee"
shall be deemed and taken to mean each and every person or party mentioned as a
Lessee herein, by the same one or more, and if there shall be more than one
Lessee, any notice required or permitted by the terms of this Lease may be given
by or to any one thereof, and shall have the same force and effect as if given
by or to all thereof. The words "his" and "him" whenever stated herein, shall be
deemed to refer to the "Lessor" or "Lessee" whether such Lessor or Lessee be
singular or plural and irrespective of gender. No rights, however, shall inure
to the benefit of any assignee of Lessee unless the assignment to such assignee
has been approved by Lessor in writing as aforesaid.
ARTICLE XXXIII - Relationship of Parties
19
Nothing contained in this Lease shall be deemed or construed by the
parties hereto or by any association whatsoever between Lessor and Lessee, it
being expressly understood and agreed that neither the computation of rent nor
any other provisions contained in this Lease nor any act or acts of the parties
hereto shall be deemed to create any relationship between Lessor and Lessee
other than the relationship of landlord and tenant.
ARTICLE XXXIV - Complete Agreement
This writing contains the entire agreement between the parties hereto,
and no agent, representative, salesman or officer of Lessor hereto has authority
to make or has made any statement, agreement or representation, either oral or
written, in connection herewith, modifying, adding or changing the terms and
conditions herein set forth. No dealings between the parties or custom shall be
permitted to contradict various additions to or modify the terms hereof. No
modification of this Lease shall be binding unless such modification shall be in
writing and signed by the parties hereto.
IN TESTIMONY WHEREOF, the Lessor and Lessee, intending to be legally
bound, have caused this Lease to be signed in triplicate, upon the day and year
first above written.
Sign in the presence of: LESSOR:
Witness: XXXXXX PROPERTIES PARTNERSHIP
-------------------------------- BY: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx
LESSEE:
BLUESTONE CONSULTING, INC.
Attest:
-------------------------------- BY: /s/ Xxx Xxxxxx
--------------------------------
Xxx Xxxxxx
President
20
between
XXXXXX PROPERTIES PARTNERSHIP
as Lessor
and
BLUESTONE CONSULTING, INC.
as Lessee
This Addendum to Lease is made this 1st day of December, 1993 by and
between XXXXXX PROPERTIES PARTNERSHIP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, herein called "Lessor" and BLUESTONE CONSULTING, INC.,
having offices at 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000, herein
called "Lessee".
WHEREAS, Lessor and Lessee entered into a lease dated September 27,
1993 for 14,551 square feet in 0000 Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000.
WHEREAS, Lessor and Lessee have agreed that the Lessee requires
$29,582.00 of additional tenant improvements. Lessee shall pay one half, or
$14,791.00, upon execution of this First Amendment, and the Lessor shall pay
half, and the Lessee will increase its base rental to $10,003.81 for the first
sixty (60) months of the Lease term.
NOW, THEREFORE, in consideration of the premises the mutual covenants
herein contained, and for other good and valuable consideration, the parties
covenant and agree as follows:
ARTICLE III - MINIMUM RENT
1. The first sentence shall be changed to increase the minimum monthly
rental to Ten Thousand Three and 81/100 ($10,003.81) Dollars for the
first sixty (60) months of the Lease term. The minimum monthly
rental for months 61 through 120 shall be Nine Thousand Six Hundred
Forty and 04/100 ($9,640.04) Dollars.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have
signed and sealed this First Addendum to Lease on the day and year first above
written.
All other terms and conditions of the Lease shall remain unchanged and in full
force and effect.
IN TESTIMONY WHEREOF, the Lessor and Lessee, intending to be legally
bound, have caused this First Addendum to Lease to be signed in triplicate, upon
the day and year first above written.
Sign in the presence of: LESSOR:
XXXXXX PROPERTIES PARTNERSHIP
Witness:
By: /s/ Xxxxxx X. Xxxx
---------------------------- --------------------------------
Xxxxxx X. Xxxx
LESSEE:
BLUESTONE CONSULTING, INC.
Attest:
By: /s/ Xxx Xxxxxx
---------------------------- --------------------------------
President
XXXXXX PROPERTIES PARTNERSHIP
as Lessor
and
BLUESTONE CONSULTING, INC.
as Lessee
This Addendum to Lease is made this 15th day of December, 1994 by and
between XXXXXX PROPERTIES PARTNERSHIP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, herein called "Lessor" and BLUESTONE CONSULTING, INC.,
having offices at 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000, herein called
"Lessee".
WHEREAS, Lessor and Lessee entered into a lease dated September 27,
1993 for 14,551 square feet at 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000
and amended the same on December 20, 1993.
WHEREAS, Lessor and Lessee have agreed that the Lessee will add an
additional 3,200 square feet, for a total of 17,751 square feet, effective upon
the latter of substantial completion of the construction, or February 1, 1995,
and to end at midnight on the 30th day of November, 2003.
WHEREAS, Lessor and Lessee agree that the Lessee's proportionate share
of the building shall increase from 36% to 44.00%.
NOW, THEREFORE, in consideration of the premises the mutual covenants
herein contained, and for other good and valuable consideration, the parties
covenant and agree as follows:
ARTICLE I - DEMISED PREMISES
1. This article will be amended by deleting "14,551 square feet" and
inserting " 17,751 square feet, as outlined in Exhibit "B".
ARTICLE III - MINIMUM RENT
1. The following paragraph shall replace the existing paragraph:
The initial minimum monthly rent shall be (See Schedule below), all
in advance, on the first day of every calendar month during the term
hereof without deduction or set off. If the term of this Lease shall
commence or end on a day other than the
first day of the month, Lessee shall pay minimum rental equal to
one-thirtieth (1/30th) of the monthly minimum rental multiplied by
the number of rental days of such fractional month. There shall be a
penalty added to all payments due of five percent (5%) for monies
received more than five (5) days after the payment is due. The
Lessee shall pay the first months rent upon execution of the Lease
by Lessor.
Original Demised Premises-14,551 Additional Space-3,200
Date Rent Date Rent
2/93-1/98 $10,003.91 Upon substantial completion
1/98+ $ 9,640.04 on or about 2/95 until 11/30/03 $2,106.67
Effective Minimum Monthly Rent Schedule
Upon substantial completion
on or about 2/95 - 1/98 $12,110.48
2/98 - 11/02 $11,746.71
ARTICLE IV - TAXES
1. Paragraph 2. The equation "(14,551 divided by 40,500 = 36%)"
shall be deleted and "(17,751 divided by 40,500 = 44%)" shall be
inserted.
ARTICLE XI - MAINTENANCE, CONTROL AND EXPENSE OF COMMON AREAS
1. Paragraph 1. The equation "(14,551 divided by 40,500 = 36%)"
shall be deleted and "(17,751 divided by 40,500 = 44%)" shall be
inserted.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have
signed and sealed this Second Addendum to Lease on the day and year first above
written.
All other terms and conditions of the Lease shall remain unchanged and in full
force and effect.
IN TESTIMONY WHEREOF, the Lessor and Lessee, intending to be legally
bound, have caused this Second Addendum to Lease to be signed in triplicate,
upon the day and year first above written.
Sign in the presence of: LESSOR:
XXXXXX PROPERTIES PARTNERSHIP
Witness:
By: /s/ Xxxxxx X. Xxxx
----------------------------------- --------------------------------
Xxxxxx X. Xxxx
LESSEE:
BLUESTONE CONSULTING, INC.
Attest:
By: /s/ Xxx Xxxxxx
--------------------------------
Xxx Xxxxxx
President
between
XXXXXX PROPERTIES PARTNERSHIP
as Lessor
and
BLUESTONE CONSULTING, INC.
as Lessee
This Addendum to Lease is made this 1st day of June, 1995 by and
between XXXXXX PROPERTIES PARTNERSHIP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, herein called "Lessor" and BLUESTONE CONSULTING, INC.,
having offices at 0000 Xxxxxx Xxxx,
Xx. Xxxxxx, Xxx Xxxxxx 00000, herein called "Lessee".
WHEREAS, Lessor and Lessee entered into a lease dated September 27,
1993 for 14,551 square feet at 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000
and amended the same on December 20, 1993, and December 15, 1994.
WHEREAS, Lessor and Lessee have agreed that the Lessee will add an
additional 9,500 square feet, for a total of 27,251 square feet, effective
September 1, 1995, and to end at midnight on the 30th day of November, 2003.
WHEREAS, Lessor and Lessee agree that the Lessee will pay for only
5,000 square feet of the 9,500 square feet from September 1, 1995 to December
31, 1995 and for the full 9,500 square feet beginning January 1, 1996.
WHEREAS, Lessor and Lessee agree that the Lessor will make the
improvements outlined in Exhibit "C" for which the Lessee will compensate the
Lessor $8,500.00.
WHEREAS, Lessor and Lessee agree that the Lessee's proportionate share
of the building shall increase from 44% to 67.00%.
NOW, THEREFORE, in consideration of the premises the mutual covenants
herein contained, and for other good and valuable consideration, the parties
covenant and agree as follows:
ARTICLE I - DEMISED PREMISES
1. This article will be amended by deleting "17,751 square feet" and
inserting
"27,251 square feet, as outlined in Exhibit "C"".
ARTICLE III - MINIMUM RENT
1. The following paragraph shall replace the existing paragraph:
The initial minimum monthly rent shall be (See Schedule attached),
all in advance, on the first day of every calendar month during the
term hereof without deduction or set off. If the term of this Lease
shall commence or end on a day other than the first day of the
month, Lessee shall pay minimum rental equal to one-thirtieth
(1/30th) of the monthly minimum rental multiplied by the number of
rental days of such fractional month. There shall be a penalty added
to all payments due of five percent (5%) for monies received more
than five (5) days after the payment is due. The Lessee shall pay
the first months rent upon execution of the Lease by Lessor.
Minimum Monthly Rent Schedule - Effective 09/01/95
09/01/95 to 12/31/95 27,251 S.F. $15,422.98/mo. $6.79
01/01/96 to 02/17/99 27,251 S.F. S 18,404.23/mo. $8.10
02/18/99 to 11/31/03 27,251 S.F. S 18,404.46/mo. $7.94
ARTICLE IV - TAXES
1. Paragraph 2. The equation "(17,751 divided by 40,500 = 44%)"
shall be deleted and "(27,251 divided by 40,500 = 67%)" shall be
inserted.
ARTICLE VI - DESCRIPTION OF LESSOR'S WORK
1. The following paragraph shall be added:
2. Lessor agrees to complete the work outlined in Exhibit "C".
Lessee will pay the Lessor $8,500.00 upon substantial completion of
the work. Lessee is only responsible for those items labelled
"Lessee's Costs".
ARTICLE XI - MAINTENANCE, CONTROL AND EXPENSE OF COMMON AREAS
1. Paragraph 1. The equation "(17,751 divided by 40,500 = 44%)"
shall be deleted and "(27,251 divided by 40,500 = 67%)" shall be
inserted.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have
signed and sealed this Third Addendum to Lease on the day and year first above
written.
ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT.
IN TESTIMONY WHEREOF, the Lessor and Lessee, intending to be legally
bound, have caused this Third Addendum to Lease to be signed in triplicate, upon
the day and year first above written.
Sign in the presence of: LESSOR:
XXXXXX PROPERTIES PARTNERSHIP
Witness:
By: /s/ Xxxxxx X. Xxxx
------------------------------------ ---------------------------
Xxxxxx X. Xxxx
LESSEE:
BLUESTONE CONSULTING, INC.
Attest:
By: /s/ Xxx Xxxxxx
------------------------------------ ---------------------------
Xxx Xxxxxx
President
FOURTH ADDENDUM TO LEASE
between
XXXXXX PROPERTIES PARTNERSHIP
as Lessor
and
BLUESTONE CONSULTING, INC.
as Lessee
This Addendum to Lease is made this 16th day of May, 1996 by
and between XXXXXX PROPERTIES PARTNERSHIP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, herein called "Lessor," and BLUESTONE CONSULTING, INC.,
having offices at 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx 00000, herein called
"Lessee."
WHEREAS, Lessor and Lessee entered into a lease dated
September 27,1993 for 14,551 square feet at 0000 Xxxxxx Xxxx, Xx. Xxxxxx, Xxx
Xxxxxx 00000 and amended the same on December 1, 1993, December 15, 1994, and
June 1, 1995; and
WHEREAS, Lessor and Lessee have agreed that the Lessee will
add an additional 7,495 square feet, herein referred to as the "Third Addition,"
for a total of 34,746 square feet; and
WHEREAS, Lessor and Lessee agree that the term for the Third
Addition will commence on July 1,1996 and run concurrent with the original lease
term, expiring at midnight on the 30th day of November, 2003; and
WHEREAS, Lessor and Lessee agree that the Lessee will pay an
annual rental rate of $10.50 per square foot, triple net for the Third Addition;
and
WHEREAS, Lessor and Lessee agree that Lessee's proportionate
share of the building shall increase from 67.00% to 82.60%; and
WHEREAS, Lessor and Lessee that Lessee's ability to terminate
this lease prior to its expiration will be eliminated.
NOW, THEREFORE, in consideration of the premises the mutual
covenants herein contained, and for other good and valuable consideration, the
parties covenant and agree as follows:
ARTICLE I - DEMISED PREMISES
1. This Article will be amended by adding the following:
"The Lessee's Demised Premises will be expanded by 7,495 square feet as
outlined in Exhibit "A" hereto and herein referred to as the 'Third
Addition.' The Lessee's total
Demised Premises will now be 34,746 square feet."
ARTICLE II - TERMS OF LEASE
1. The term for the Third Addition will commence on the later
of (i) July 1, 1996 or (ii) the date Lessor delivers possession to Lessee of the
Third Addition with the improvements required by Paragraph 3 hereof completed to
Lessee's reasonable satisfaction; provided, however, that if Lessee takes
possession of the Third Addition prior to the foregoing dates, then the date
Lessee takes possession shall be the commencement date of the Third Addition and
Lessee's obligations with respect thereto. Such term shall run concurrent with
the original lease term and shall expire on the 30th day of November, 2003. It
is understood that the Third Addition is currently occupied and that surrender
of possession of the space must be effected with the present tenant. Lessor
covenants and agrees to use best efforts to effect such surrender, but shall not
be held liable for failure to do so.
2. Section 2 of this Article shall be amended to delete in its
entirety the third sentence thereof (which provides a termination right to
Lessee) and to provide that, notwithstanding anything in Section 2 to the
contrary, the maximum rental rate for any further expansion space at 0000 Xxxxxx
Xxxx shall be $10.50 per square foot net.
ARTICLE III - MINIMUM RENT
1. The following paragraph shall replace the existing
paragraph:
"The initial minimum monthly rent shall be as set forth below under the
Revised Rent Schedule, to be paid in advance, on the first day of every
calendar month during the term hereof without deduction or set off. If
the term of this Lease shall commence or end on a day other than the
first day of the month, Lessee shall pay minimum rental equal to
one-thirtieth (1/30th) of the monthly minimum rental multiplied by the
number of rental days of such fractional month. There shall be a
penalty added to all payments due of five percent (5%) for monies
received more than five (5) days after the payment is due. Lessee shall
pay the first months rent upon execution of the Lease by Lessor."
CURRENT RENT SCHEDULE
ORIGINAL DEMISED PREMISES
Current to 02/17/99 14,551 S.F. $10,000.81/mo. $8.25
02/18/99 to 11/30/03 14,551 S.F. $ 9,640.04/mo. $7.95
FIRST ADDITION
Current to 11/30/03 3,200 S.F. $ 2,106.67/mo. $7.90
SECOND ADDITION
Current to 11/30/03 9,500 S.F. $ 6,296.75/mo. $7.95
TOTAL DEMISED PREMISES
Current to 02/17/99 27,251 S.F. $18,404.23/mo. $8.10
02/18/99 to 11/30/03 27,251 S.F. $18,043.46/mo. $7.95
REVISED RENT SCHEDULE
EFFECTIVE 6/1/96 (OR WHEN THE THIRD ADDITION
IS DELIVERED TO LESSEE IN ACCORDANCE HEREWITH)
THIRD ADDITION
to 11/30/03 7,495 S.F. $ 6,558.12/mo. $10.50
TOTAL DEMISED PREMISES
Current to 12/31/98 34,746 S.F. $24,962.35/mo. $8.62
02/18/99 to 11/30/03 34,746 S.F. $24,601.58/mo. $8.50
ARTICLE IV - TAXES
1. Section 2 of this Article shall have the current equation
"(27,251 divided by 40,500 = 67%)" deleted and the equation "(34,746
divided by 42,064 = 82.60%)" shall be inserted in its place.
ARTICLE IX - ALTERATIONS
1. Notwithstanding any provision of Article IX to the contrary:
a. Lessee shall have the right to remove any improvements
installed by Lessee provided that (i) same can be removed without damage to the
structural integrity of the building in which the Demised Premises are a part
and (ii) Lessee restores the affected areas of the Demised Premises to a
condition which is
compatible with the remaining areas of the Demised Premises.
b. Lessee shall not be obligated to remove any improvements
made by Lessee to the Demised Premises for which Lessee has obtained Lessor's
approval to same, unless removal of same was required as a condition of Lessor's
consent thereto.
ARTICLE XI - MAINTENANCE, CONTROL AND EXPENSE OF COMMON AREAS
1. The current equation "(27,251 divided by 40,500 = 67%)"
shall be deleted and "(34,746 divided by 42,064 = 82.60%)" shall be inserted
in its place.
ARTICLE XIII - DESTRUCTION BY FIRE OR CASUALTY
1. Section 1 shall be revised to change "five (5) years" to
"eight (8) years" where it appears for the first, third and fourth times; and to
change "five (5) years" to "two (2) years" where it appears for the second time.
2. Notwithstanding any provision of the Lease to the contrary,
the following shall apply in the event of any damage to, or destruction of, the
Demised Premises:
a. If, in the opinion of Lessor's insurance carrier the Demised
Premises have been substantially or totally damaged, and Lessorand Lessee agree
that the necessary reconstruction of the Demised Premises to the condition which
existed prior to such casualty can not be completed within nine (9) months from
the date of receipt of said insurance adjustment, then either Lessor or Lessee
shall have the right to terminate this Lease.
b. If, in the opinion of Lessor's insurance carrier the Demised
Premises only have been partially damaged, and Lessor and Lessee determine that
the necessary repair of the Demised Premises to the condition which existed
prior to such casualty can not be completed within nine (9) months from the date
of such casualty, then either Lessor or Lessee shall have the right to terminate
this Lease.
c. if this Lease shall not be terminated pursuant to
Subsections (a) and (b) above, but the necessary repair or reconstruction shall
not be completed within thirty (30) days of the foregoing nine (9) months period
(as the case may be), then Lessee, upon notice to Lessor, shall have the right
to terminate this Lease.
d. In the event a claim shall not be submitted to Lessor's
insurance carrier with respect to any casualty, the determination of the
estimated time of repair shall be made in the reasonable judgment of Lessor and
Lessee. If Lessor and Lessee shall be unable to agree, they shall select a
reputable contractor (who shall be a fire reconstruction specialist if the
damage was caused by fire) to estimate the time required for repair, which shall
be binding upon Lessor and Lessee.
ARTICLE XIV - LESSEE'S PROPERTY IN DEMISED PREMISES
1. Notwithstanding any provision of the Lease to the contrary,
upon termination of the Lease, Lessee shall have the right to remove all of
Lessee's personal property and trade fixtures (which include the unit work
stations) which have been installed at the Demised Premises.
ARTICLE XVII - INDEMNITY AND INSURANCE BY LESSEE
1. Notwithstanding any provision of the Section 1 of this
Article to the contrary, Lessee's liability under the Lease, and any
indemnification owed to Lessor under the Lease, shall be limited to liability
arising from or occasioned by the negligence or wilful acts of Lessee, its
employees, agents and invitees.
2. Section 5 and Section 6 are deleted.
ARTICLE XVIII - ASSIGNMENT AND SUBLETTING
1. In the event that Lessor's consent is requested and Lessor
shall elect to exercise its rights under Section 2 of this Article, Lessee shall
have the right to rescind its request for consent, in which case Landlord's
election under Section 2 shall be void and this Lease shall continue in full
force and effect.
ARTICLE XX - DEFAULT BY LESSEE
1. This Article is amended to recognize that, in the case of a
nonmonetary default, Lessee shall not be in default under the Lease if (a)
Lessee has commenced to cure such default during such thirty (30) day period,
and (b) Lessee diligently proceeds to cure such default to the reasonable
satisfaction of Lessor.
ARTICLE XXVII - SUBORDINATION
1. This Article shall be revised as follows:
a. The following language which begins at the end of
the second line thereof shall be deleted: "Lessor shall use its best efforts to
have the holder of any such mortgage agree that."
b. The following language shall be inserted after the
word "default" where it first appears in the forth line thereof: "beyond the
expiration of any applicable grace or cure period."
2. Lessor further agrees to use best efforts to deliver to
Lessee a nondisturbance agreement from the holder of the current mortgage on the
property of which the Demised Premises are a part, the form of which shall be
reasonably acceptable to Lessee.
MISCELLANEOUS - NEW PROVISIONS
1. Notwithstanding any provision of the Lease to the contrary,
the cost of any capital improvements made after the date hereof shall be
amortized over a period equal to the useful life of such improvement determined
in accordance with generally accepted accounting principles, and, to the extent
Lessee is responsible for same under the Lease, payment shall be as follows:
a. If the capital improvement is included as a common
area maintenance cost, then only the amortized amount for the year in question
shall be included as a common area maintenance cost; and
b. If any such capital improvements is required in
order to comply with the requirements of any governmental authority, insurance
carrier or pursuant to any applicable law, regulation, ordinance or court
directive, and is not otherwise included as a common area maintenance cost, then
Lessee shall pay only the amortized amount for the year in question which shall
fall due during the term of the Lease (and any renewal thereof); and
c. Amounts due for the year of termination shall be
prorated.
2. If Lessee shall come to occupy all of the space in the
building available for lease by tenants, then Lessee, upon written notice to
Lessor, shall have the right to perform, at its costs and expense, all exterior
landscaping and/or all maintenance to the common areas of the building in which
the Demised Premises are located, subject in each case to (i) compliance with
Lessor's minimum standards for landscaping and building maintenance as the case
may be and such reasonable rules and regulations which Lessor may enact with
respect thereto and (ii) the requirements of any contracts then existing which
Lessor may have entered with respect thereto, which Lessee shall be obligated to
honor.
3. The Third Addition shall be delivered to Lessee on June 1,
1996, vacant and broom clean with the following improvements having been
performed by Lessor at Lessor's expense:
a. Professional cleaning of all carpeted areas
b. Repainting of all interior areas
c. Repair to any roof leaks
d. Replacement of damaged ceiling tiles
e. All mechanical systems in good and proper working order
4. In the event of any conflict between the terms of the Lease
and the terms of this Addendum, this Addendum shall control. All other terms and
conditions of the Lease shall remain unchanged and in full force and effect. The
Lease, as modified by this Addendum, is the complete agreement of the parties
and shall be further modified only by written agreement signed by Lessor and
Lessee.
IN WITNESS WHEREOF, the parties, intending to be legally
bound, have signed this Fourth Addendum to Lease on the day and year first above
written.
Sign in the presence of: LESSOR:
XXXXXX PROPERTIES PARTNERSHIP
Witness:
By: /s/ Xxxxxx X. Xxxx
------------------------------------- ---------------------------------
Xxxxxx X. Xxxx
LESSEE:
BLUESTONE CONSULTING, INC.
Attest:
By: /s/ Xxx Xxxxxx
------------------------------------- ---------------------------------
Xxx Xxxxxx, President
FIFTH ADDENDUM TO LEASE
THIS FIFTH ADDENDUM, made as of the 1st day of February 1998, by and
between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(hereinafter called "Lessor"), and BLUESTONE CONSULTING, INC., a New Jersey
corporation (hereinafter called "Lessee').
W I T N E S S E T H :
WHEREAS, Lessor's predecessor in title, Xxxxxx Properties Partnership
("Xxxxxx"), and Lessee entered into a Lease Agreement dated September 27, 1993,
as amended by First Addendum to Lease dated December 1, 1993, Second Addendum to
Lease dated December 15, 1994, Third Addendum to Lease dated June 1, 1995 and
Fourth Addendum to Lease dated May 15, 1996 (hereinafter collectively called the
"Lease"), covering certain Premises at 0000 Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxx
Xxxxxx, as more fully described in the Lease (hereinafter called the
"Premises"); and
WHEREAS, the Premises has been sold by Xxxxxx to Lessor and Lessor is
now the landlord under the Lease; and
WHEREAS, Lessor desires to increase the amount of space leased under
the Lease and Lesser has agreed to such increase subject to the provisions of
this Fifth Addendum.
Accordingly, Lessor and Lessee desire to amend the Lease.
NOW, THEREFORE, the Parties hereto, in consideration of the mutual
covenant contained herein and in the Lease, and intending to be legally bound
hereby agree that:
1. Article 1 of the Lease, entitled "Demised Premises", is hereby
amended by adding the following:
"Effective on February 1, 1998 (the "Effective Date"), Lessee's
Demised Premises will be expanded by 6,200 square feet as outlined in Exhibit
"A" hereto and herein referred to as the "Fourth Addition". On the Effective
Date, Lessee's total Demised Premises will be 40,946 square feet."
2. The term for the Fourth Addition will commence on the Effective Date
and shall expire November 30, 2003.
3. The Fourth Addition is leased to and accepted by Lessee, subject to
the terms and condition, without warranty as to physical condition,
environmental condition, zoning, suitability for a particular purpose or any
other matter whatsoever, and Lessor shall have no obligation whatsoever to
perform any improvements with respect thereto or to pay any allowance for
improvements with respect thereto.
4. Effective on the Effective Date, the minimum monthly rent set forth
in the Revised Rent Schedule contained in Article III of the Fourth Addendum
shall be increased by $4,469.17.
5. Effective on the Effective Date, Section 2 of Article IV of the
Lease shall have the current equation "(34,746 divided by 42,064 = 82.60%)"
deleted and the equation "(40,946 divided by 40,946 = 100.0%) shall be
inserted in its place.
6. Effective an the Effective Data,, Article XI of the Lease shall
have the currant equation "(34,746 divided by 42,064 = 82. 60%)" deleted and
the equation "(40,946 divided by 40,946 = 100.0%)" shall be inserted in its
place.
7. The parties agree that they have dealt with no broker in connection
with this Fifth Addendum. Each party agrees to indemnify and hold the other
harmless from any and all claims for commissions or fees in connection with this
Fifth Addendum and the Lease from real estate brokers or agents with whom they
may have dealt.
8. Lessor and Lessee acknowledge that the Lease is in full force and
effect. Lessee acknowledges that as of the date hereof it has no claims or
offsets against rent due or to become due
hereunder.
9. Except as expressly modified herein, the terms and conditions of the
Lease shall remain unchanged and in full force and effect. In the event of any
conflict between the terms of the Lease and the terms of this Fifth Addendum,
this Fifth Addendum shall control.
10. This Fifth Addendum shall be binding upon and inure to the benefit
of the Parties and their respective successors and their respective successors
and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth
Addendum the day and year first above written.
LESSOR: LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited
partnership
By: Liberty Property Trust, a Maryland
real estate investment trust,
General Partner
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxxxx
Senior Vice President
LESSEE: BLUESTONE CONSULTING, INC. a New
Jersey corporation
Attest: By: /s/ Xxx Xxxxxx
------------------------------ -----------------------------------
