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THIS LEASE AGREEMENT, made the 4th day of November 1996, between Pond View
Associates residing or located at 000 Xxxxx Xxxxx Xxxxxx in the Village of
Ridgewood in the County of Bergen and State of New Jersey, herein designated as
the Landlord, and Transworld Home HealthCare - Nursing Division, Inc. residing
or located at 0000 Xxxxx 00, Xxxxx 000 in the Township of Wall in the County of
Monmouth and State of New Jersey, herein designated as the Tenant; Witnesseth
that, the Landlord does hereby lease to the Tenant and the Tenant does hereby
rent from the Landlord, the following described premises: four and one-half room
office suite located on the second floor facing west of the Plaza Building which
is located at 00-00 Xxxxx Xxxx, Xxxx Xxxx, Xxx Xxxxxx, commonly known as Suite
#214-216 for a term of three (3) years commencing on December 1, 1996, and
ending on November 30, 1999, to be used and occupied only and for no other
purpose than the standard needs of Transworld Home HealthCare - Nursing
Division, Inc.
Upon the following Conditions and Covenants:
1st: The Tenant covenants and agrees to pay to the Landlord, as rent for
and during the term hereof, the sum of Thirty-Six Thousand Dollars ($36,000.00)
in the following manner: On December 1, 1996 the sum of $1,000.00 per month and
like amount on the first day of each and every month thereafter up to and
including December 1, 1999 except as set forth in paragraph #34.
2nd: The Tenant has examined the premises and has entered into this
lease without any representation on the part of the Landlord as to the
condition thereof. The Tenant shall take good care of the premises and shall at
the Tenant's own cost and expense, make all repairs, including painting and
decorating, and shall maintain the premises in good condition and state of
repair, and at the end or other expiration of the term hereof, shall deliver up
the rented premises in good order and condition, wear and tear from a reasonable
use thereof, and damage by the elements not resulting from the neglect or fault
of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the
sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and
maintain the same in a clean condition, free from debris, trash, refuse, snow
and ice.
3rd: In case of the destruction of or any damage to the glass in the
leased premises, or the destruction of or damage of any kind whatsoever to the
said premises, caused by the carelessness, negligence or improper conduct on
the part of the Tenant or the Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors, the Tenant shall repair the said
damage or replace or restore any destroyed parts of the premises, as speedily
as possible, at the Tenant's own cost and expense.
4th: No alterations, additions or improvements shall be made, and no
climate regulating, air conditioning, cooling, heating or sprinkler systems,
television or radio antennas, heavy equipment, apparatus and fixtures, shall be
installed in or attached to the leased premises, without the written consent of
the Landlord. Unless otherwise provided herein, all such alterations, additions
or improvements and systems, when made, installed in or attached to the said
premises, shall belong to and become the property of the Landlord and shall be
surrendered with the premises and as part thereof upon the expiration or sooner
termination of this lease, without hindrance, molestation or injury.
5th: The Tenant shall not place nor allow to be placed any signs of any
kind whatsoever, upon, in or about the said premises or any part thereof,
except of a design and structure and in or at such places as may be indicated
and consented to by the Landlord in writing. In case the Landlord or the
Landlord's agents, employees or representatives shall deem it necessary to
remove any such signs in order to paint or make any repairs, alterations or
improvements in or upon said premises or any part thereof, they may be so
removed, but shall be replaced at the Landlord's expense when the said repairs,
alterations or improvements shall have been completed. Any signs permitted by
the Landlord shall at all times conform with all municipal ordinances or other
laws and regulations applicable thereto.
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7th: 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 said premises, their use and
occupancy, for the correction, prevention and abatement of nuisances,
violations or other grievances in, upon or connected with the said premises,
during the term hereof; and shall promptly comply with all orders, regulations,
requirements and directives of the Board of Fire Underwriters or similar
authority and of any insurance companies which have issued or are about to
issue policies of insurance covering the said premises and its contents, for
the prevention of fire or other casualty, damage or injury, at the Tenant's own
cost and expense.
8th: The Tenant, at Tenant's own cost and expense, shall obtain or
provide and keep in full force for the benefit of the Landlord, during the term
hereof, general public liability insurance, insuring the Landlord against any
and all liability or claims of liability arising out of, occasioned by or
resulting from any accident or otherwise in or about the lease premises, for
injuries to any person or persons, for limits of not less than $1,000,000.00
for injuries to one person and $1,000,000.00 for injuries to more than one
person, in any one accident or occurrence, and for loss or damage to the
property of any person or persons, for not less than $1,000,000.00. The policy
or policies of insurance shall be of a company or companies authorized to do
business in this State and shall be delivered to the Landlord, together with
evidence of the payment of the premiums therefore, not less than fifteen days
prior to the commencement of the term hereof or of the date when the Tenant
shall enter into possession, whichever occurs sooner. At least fifteen days
prior to the expiration or termination date of any policy, the Tenant shall
deliver a renewal or replacement policy with proof of the payment of the
premium therefor. The Tenant also agrees to and shall save, hold and keep
harmless and indemnify the Landlord from and for any and all payments,
expenses, costs, attorney fees and from and for any and all claims and
liability for losses or damage to property or injuries to persons occasioned
wholly or in part by or resulting from any acts or omissions by the Tenant or
the Tenant's agents, employees, guests, licensees, invitees, subtenants,
assignees or successors, or for any cause or reason whatsoever arising out of
or by reason of the occupancy by the Tenant and the conduct of the Tenant's
business.
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9th: The Tenant shall not, without the written consent of the
Landlord, assign, mortgage or hypothecate this lease, nor sublet or sublease
the premises or any part thereof.
10th: The Tenant shall not occupy or use the leased premises or any
part thereof, nor permit or suffer the same to be occupied or used for any
purposes other than as herein limited, nor for any purpose deemed unlawful,
disreputable, or extra hazardous, on account of fire or other casualty.
11th: This lease shall not be a lien against the said premises in
respect to any mortgages that may hereafter be placed upon said premises. The
recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien to this lease, irrespective of the date of
recording and the Tenant agrees to execute any instruments, without cost, which
may be deemed necessary or desirable, to further effect the subordination of
this lease to any such mortgage or mortgages. A refusal by the Tenant to
execute such instruments shall entitle the Landlord to the option of cancelling
this lease, and the term hereof is hereby expressly limited accordingly.
12th: If the land and premises leased herein, or of which the leased
premises are a part, or any portion thereof, shall be taken under eminent domain
or condemnation proceedings, or if suit or other action shall be instituted for
the taking or condemnation thereof, or if in lieu of any formal condemnation
proceedings or actions, the Landlord shall grant an option to purchase and or
shall sell and convey the said premises or any portion thereof, to the
governmental or other public authority, agency, body or public utility,
seeking to take said land and premises or any portion thereof, then this lease,
at the option of the Landlord, shall terminate, and the term hereof shall end
as of such date as the Landlord shall fix by notice in writing;
and the Tenant shall have no claim or right to claim or be entitled to any
portion of any amount which may be awarded as damages or paid as the result of
such condemnation proceedings or paid as the purchase price for such option,
sale or conveyance in lieu of formal condemnation proceedings; and all rights
of the Tenant to damages, if any, are hereby assigned to the Landlord. The
Tenant agrees to execute and deliver any instruments, at the expense of the
Landlord, as may be deemed necessary or required to expedite any condemnation
proceedings or to effectuate a proper transfer of title to such governmental or
other public authority, agency, body or public utility seeking to take or
acquire the said lands and premises or any portion thereof. The Tenant
covenants and agrees to vacate the said premises, remove all the Tenant's
personal property therefrom and deliver up peaceable possession thereof to the
Landlord or to such other party designated by the Landlord in the
aforementioned notice. Failure by the Tenant to comply with any provisions in
this clause shall subject the Tenant to such costs, expenses, damages and
losses as the Landlord may incur by reason of the Tenant's breach hereof.
13th: In case of fire or other casualty, the Tenant shall give
immediate notice to the Landlord. If the premises shall be partially damaged by
fire, the elements or other casualty, the Landlord shall repair the same as
speedily as practicable, but the Tenant's obligation to pay the rent hereunder
shall not cease. If, in the opinion of the Landlord, the premises be so
extensively and substantially damaged as to render them untenantable, then the
rent shall cease until such time as the premises shall be made tenantable by
the Landlord. However, if, in the opinion of the Landlord, the premises be
totally destroyed or so extensively and substantially damaged as to require
practically a rebuilding thereof, then the rent shall be paid up to the time of
such destruction and then and from thenceforth this lease shall come to an end.
In no event however, shall the provisions of this clause become effective or be
applicable, if the fire or other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of the Tenant or the Tenant's
agents, employees, guests, licensees, invitees, subtenants, assignees or
successors. In such case, the Tenant's liability for the payment of the rent
and the performance of all the covenants, conditions and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be liable to
the Landlord for the damage and loss suffered by the Landlord. If the Tenant
shall have been insured against any of the risks herein covered, then the
proceeds of such insurance shall be paid over to the Landlord to the extent of
the Landlord's costs and expenses to make the repairs hereunder, and such
insurance carriers shall have no recourse against the Landlord for
reimbursement.
14th: If the Tenant shall fail or refuse to comply with and perform
any conditions and covenants of the within lease, the Landlord may, if the
Landlord so elects, carry out and perform such conditions and covenants, at the
cost and expense of the Tenant, and the said cost and expense shall be payable
on demand, or at the option of the Landlord shall be added to the installment
of rent due immediately thereafter but in no case later than one month after
such demand, whichever occurs sooner, and shall be due and payable as such.
This remedy shall be in addition to such other remedies as the Landlord may
have hereunder by reason of the breach by the Tenant of any of the covenants
and conditions in this lease contained.
15th: The Tenant agrees that the Landlord and the Landlord's agents,
employees or other representatives, shall have the right to enter into an upon
the said premises or any part thereof, at all reasonable hours, for the purpose
of examining the same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall not be
deemed to be a covenant by the Landlord nor be construed to create an
obligation on the part of the Landlord to make such inspection or repairs.
16th: The Tenant agrees to permit the Landlord and the Landlord's
agents, employees or other representatives to show the premises to persons
wishing to rent or purchase the same, and Tenant agrees that on and after three
months next preceding the expiration of the term hereof, the Landlord or the
Landlord's agents, employees or other representatives shall have the right to
place notices on the front of said premises or any part thereof, offering the
premises for rent or for sale; and the Tenant hereby agrees to permit the same
to remain thereon without hindrance or molestation.
17th: If for any reason it shall be impossible to obtain fire and
other hazard insurance on the buildings and improvements on the leased
premises, in an amount and in the form and in insurance companies acceptable to
the Landlord, the Landlord may, if the Landlord so elects at any time
thereafter, terminate this lease and the term hereof, upon giving to the Tenant
fifteen days notice in writing of the Landlord's intention so to do, and upon
the giving of such notice, this lease and the term thereof shall terminate.
If by reason of the use to which the premises are put by the Tenant or
character of or the manner in which the Tenant's business is carried on, the
insurance rates for fire and other hazards shall be increased, the Tenant shall
upon demand, pay to the Landlord, as rent, the amounts by which the premiums for
such insurance are increased. Such payment shall be paid with the next
installment of rent but in no case later than one month after such demand,
whichever occurs sooner.
18th: Any equipment, fixtures, goods or other property of the Tenant,
not removed by the Tenant upon the termination of this lease, or upon any
quitting, vacating or abandonment of the premises by the Tenant, or upon the
Tenant's eviction, shall be considered as abandoned and the Landlord shall have
the right, without any notice to the Tenant, to sell or to otherwise dispose of
the same, at the expense of the Tenant, and shall not be accountable to the
Tenant for any part of the proceeds of such sale, if any.
19th: If there should occur any default on the part of the Tenant in
the performance of any conditions and covenants herein contained, or if during
the term hereof the premises or any part thereof shall be or become abandoned
or deserted, vacated or vacant, or should the Tenant be evicted by summary
proceedings or otherwise, without being liable for prosecution therefor, or
for damages, re-enter the said premises and the same have and again possess
and enjoy; and as agent for the Tenant or otherwise, re-let the premises and
receive the rents therefor and apply the same, first to the payment of such
expenses, reasonable attorney fees and costs, as the Landlord may have been
put to in re-entering and repossessing the same and in making such repairs and
alterations as may be necessary; and second to the payment of the rents due
hereunder. The Tenant shall remain liable for such rents as may be in arrears
and also the rents as may accrue subsequent to the re-entry by the Landlord,
to the extent of the difference between the rents reserved hereunder and the
rents, if any, received by the Landlord during the remainder of the unexpired
term hereof, after deducting the aforementioned expenses, fees and costs; the
same to be paid as such deficiencies arise and are ascertained each month.
20th: Upon the occurrence of any of the contingencies set forth in
the preceding clause, or should the Tenant be adjudicated a bankrupt, insolvent
or placed in receivership, or should proceedings be instituted by or against the
Tenant for bankruptcy, insolvency, receivership, agreement of composition or
assignment for the benefit of creditors, or if this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings, writ
of execution, levy, sale, or by operation of law, the Landlord may, if the
Landlord so elects, at any time thereafter, terminate this lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee
or other person in charge of or acting as custodian of the assets or property
of the Tenant, five days notice in writing, of the Landlord's intention so to
do. Upon the giving of such notice, this lease and the term hereof shall end
on the date fixed in such notice as if the said date was the date originally
fixed in this lease for the expiration hereof; and the Landlord shall have the
right to remove all persons, goods, fixtures and chattels therefrom, by force
or otherwise, without liability for damages.
21st: The Landlord shall not be liable for any damage or injury which
may be sustained by the Tenant or any other person, as a consequence of the
failure, breakage, leakage or obstruction of the water, plumbing, steam, sewer,
waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the
like or of the electrical, gas, power, conveyor, refrigeration, sprinkler,
airconditioning or heating systems, elevators or hoisting equipment; or by
reason of the elements; or resulting from the carelessness, negligence or
improper conduct on the part of any other Tenant or of the Landlord or the
Landlord's or this or any other Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors; or attributable to any
interference with, interruption of or failure, beyond the control of the
landlord, of any services to be furnished or supplied by the Landlord.
22nd: The various rights, remedies, options and elections of the
Landlord, expressed herein, are cumulative, and the failure of the Landlord to
enforce strict performance by the Tenant of the conditions and covenants of this
lease or to exercise any election or option or to resort or have recourse
to any remedy herein conferred or the acceptance by the Landlord of any
installment of rent after any breach by the Tenant, in any one or more
instances, shall not be construed or deemed to be a waiver or a relinquishment
for the future by the Landlord of any such conditions and covenants, options,
elections or remedies, but the same shall continue in full force and effect.
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23rd: This lease and the obligation of the Tenant to pay the rent
hereunder and to comply with the covenants and conditions hereof, shall not be
affected, curtailed, impaired or excused because of the Landlord's inability to
supply any service or material called for herein, by reason of any rule, order,
regulation or preemption by any governmental entity, authority, department,
agency or subdivision or for any delay which may arise by reason of
negotiations for the adjustment of any fire or other casualty loss or because
of strikes or other labor trouble or for any cause beyond the control of the
Landlord.
24th: The terms, conditions, covenants and provisions of this lease
shall be deemed to be severable. If any clause or provision herein contained
shall be adjudged to be invalid or unenforceable by a court of competent
jurisdiction or by operation of any applicable law, it shall not affect the
validity of any other clause or provision herein, but such other clauses or
provisions shall remain in full force and effect.
25th: All notices required under the terms of this lease shall be
given and shall be complete by mailing such notices by certified or registered
mail, return receipt requested, to the address of the parties as shown at the
head of this lease, or to such other address as may be designated in writing,
which notice of change of address shall be given in the same manner.
26th: The Landlord covenants and represents that the Landlord is the
owner of the premises herein leased and has the right and authority to enter
into, execute and deliver this lease; and does further covenant that the Tenant
on paying the rent and performing the conditions and covenants herein
contained, shall and may peaceably and quietly have, hold and enjoy the leased
premises for the term aforementioned.
27th: This lease contains the entire contract between the parties. No
representative, agent or employee of the Landlord has been authorized to make
any representations or promises with reference to the within letting or to vary,
alter or modify the terms hereof. No additions, changes or modifications,
renewals or extensions hereof, shall be binding unless reduced to writing and
signed by the Landlord and the Tenant.
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29th: If any mechanics' or other liens shall be created or filed
against the leased premises by reason of labor performed or materials furnished
for the Tenant in the erection, construction, completion, alteration, repair or
addition to any building or improvement, the Tenant shall upon demand, at the
Tenant's own cost and expense, cause such lien or liens to be satisfied and
discharged of record together with any Notices of Intention that may have been
filed. Failure to do so, shall entitle the Landlord to resort to such remedies
as are provided herein in the case of any default of this lease, in addition to
such as are permitted by law.
30th: The Tenant waives all rights of recovery against the Landlord
or Landlord's agents, employees or other representatives, for any loss,
damages or injury of any nature whatsoever to property or persons for which the
Tenant is insured. The Tenant shall obtain from Tenant's insurance carriers and
will deliver to the Landlord, waivers of the subrogation rights under the
respective policies.
31st: The Tenant has this day deposited with the Landlord the sum of
$1,000.00 as security for the payment of the rent hereunder and the full and
faithful performance by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant,
without interest, after the expiration of the term hereof, provided that the
Tenant has fully and faithfully performed all such covenants and conditions and
is not in arrears in rent. During the term hereof, the Landlord may, if the
Landlord so elects, have recourse to such security, to make good any default by
the Tenant, in which event the Tenant shall, on demand, promptly restore said
security to its original amount. Liability to repay said security to the Tenant
shall run with the reversion and title to said premises, whether any change in
ownership thereof be by voluntary alienation or as the result of judicial sale,
foreclosure or other proceedings, or the exercise of a right of taking or entry
by any mortgagee. The Landlord shall assign or transfer said security, for the
benefit of the Tenant, to any subsequent owner or holder of the reversion or
title to said premises, in which case the assignee shall become liable for the
repayment thereof as herein provided, and the assignor shall be deemed to be
released by the Tenant from all liability to return such security. This
provision shall be applicable to every alienation or change in title and shall
in no wise be deemed to permit the Landlord to retain the security after
termination of the Landlord's ownership of the reversion or title. The Tenant
shall not mortgage, encumber or assign said security without the written
consent of the Landlord.
32nd: Landlord shall supply heat, water, air conditioning and
electricity at his expense.
33rd: Landlord will maintain all areas served in common with other
tenants. Tenant must maintain the interior of their office.
34th: Rent hereinbefore set forth shall be adjusted each and every
year, on December 1 of such year, after completion of the first year of this
lease to reflect 100% of any increase in the Cost of Living Index which is
promulgated by the United States Department of Labor and for which purposes
December 1, 1996 represents 100%. The Index for New York, New Jersey, Northeast
Region is applicable.
35th: Landlord shall supply appropriate signs in the entrance lobby,
floor directory and entry door. Tenant must supply the required copy.
36th: Landlord at his expense shall remove in full or in part the
dividing wall that separates the largest room from the smallest room thereby
creating an area to accommodate approximately fifteen people, at Landlord's
sole cost and expense, in a workmanlike manner; Tenant under no responsibility
to restore premises upon expiration of term of lease.
The following revisions apply to the Lease Agreement:
Paragraph # 2, line 3: and expense, make all non-structural repairs...
line 6: Tenant, excepted, and except as set forth in paragraph 36
herein.
Paragraph #4, line 3: without the written consent of the Landlord, which consent
shall not be unreasonably withheld or denied.
Paragraph #9: add the following: Tenant shall not sublet the premises or any
part thereof, or assign, mortgage or hypothecate, or otherwise encumber this
lease or any interest therein nor grant concessions or licenses for the
occupancy of the premises or any part thereof, without Landlord's prior written
consent, which consent may not be unreasonably withheld or denied. Anything
contained in this Paragraph to the contrary notwithstanding, Tenant shall have
the right to assign this Lease or sublet the premises to a (i) corporation,
limited liability company, partnership or other such entity (the "Entity")
which is affiliated with Tenant; or (ii) to an Entity which is a successor to
the Tenant, by way of merger, consolidated or corporate reorganization or by
the sale of substantially all of the assets of Tenant, without obtaining
Landlord's prior written consent thereto; provided Tenant is not then in
default under the terms of this Lease.
Paragraph #15, line 1: ...and the Landlord's agents, upon reasonable notice,
and ...
Paragraph #17, line 4: the Tenant thirty days notice in writing...
Paragraph #21, line 8: furnished or supplied by the Landlord, except for the
gross negligence or willful misconduct of Landlord, any other Tenant, or of any
agent of Landlord or Tenant.
Paragraph #29, line 4: record within thirty days after date of filing of
same,...
11/12/96 POND VIEW ASSOCIATES
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx, Landlord
TRANSWORLD HOME HEALTHCARE -- NURSING
DIVISION, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, President
The Landlord may pursue either the relief or remedy sought in any
invalid clause, by conforming the said clause with the provisions of the
statutes or the regulations of any governmental agency in such cause made and
provided as if the particular provisions of the applicable statutes or
regulations were set forth herein at length.
In all references herein to any parties, persons, entities or
corporations the use of any particular gender or the plural or singular number
is intended to include the appropriate gender or number as the text of the
within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall insure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal
or legal representatives, successors and assigns.
In Witness Whereof, the parties hereto have hereunto set their hands
and seals, or caused these presents to be signed by their proper corporate
officers and their proper corporate seals to be hereto affixed, the day and
year first above written.
POND VIEW ASSOCIATES
Signed, Sealed and Delivered 11/12/96 By: /s/ Xxxxxx X. Xxxxxx
in the presence of ----------------------------------
or Attested by Xxxxxx X. Xxxxxx Landlord
/s/ Xxxxxx Xxxxxxxxx TRANSWORLD HOME HEALTHCARE - NURSING
---------------------------- DIVISION, INC. Tenant
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, President
