EXHIBIT 10.2
LEASE AGREEMENT BETWEEN XXXXX X. BRASS AND ELITEAGENTS, INC.
Dated: March 4, 2000
Premises: 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (84-2A)
TABLE OF CONTENTS
-----------------
PAGE
----
1ST: RENT PAYABLE AND TERM 3
2ND: USE OF THE PREMISES 3
3RD: COMPLIANCE WITH RULES AND REGULATIONS 3
4TH: LANDLORD'S RIGHT TO ENTER PREMISES 3
5TH: TENANT'S USE OR ASSIGNMENT 4
6TH: LANDLORD'S CONSENT TO ALTERATIONS 4
7TH: DAMAGE TO THE PREMISES 4
8TH: LANDLORD'S RIGHT TO ENTER PREMISES 4
9TH: LANDLORD'S RIGHT TO SHOW THE PREMISES 4
10TH: VACANCY OF PREMISES 4
11TH: DAMAGE TO THE PREMISES 4
12TH: OBSTRUCTIONS TO WALKWAYS 4
13TH: SIGNAGE BY TENANT 4
14TH: LANDLORD'S LIABILITY 5
15TH: LANDLORD'S RIGHT TO RE-ENTER 5
16TH: SUBORDINATION OF THE LEASE 5
17TH: SECURITY DEPOSITS 5
18TH: ENCUMBRANCE OF SECURITY BY TENANT 5
19TH: LANDLORD'S RIGHT TO TERMINATE 5
20TH: DEFAULT BY TENANT 5
26TH: CONDEMNATION 6
27TH: FORCE MAJEURE 6
28TH: QUIET ENJOYMENT 6
29TH: SUCCESSORS AND HEIRS 6
30TH: PLURAL INTERPRETATION 6
31ST: TENANT'S RIGHT TO SUBLET 6
32ND: CONSENT BY LANDLORD FOR SIGNAGE 7
1
33RD: NOTICES 7
34TH: UTILITIES 7
35TH: CLEANLINESS OF THE PREMISES 7
36TH: DISCHARGE OF LIENS AND ENCUMBRANCES 7
37TH: RIGHTS OF LANDLORD RE. RECEIVERSHIP ETC. 7
38TH: RIGHT OF LANDLORD TO SEEK INJUNCTION 7
39TH: LANDLORD'S REMEDIES ARE CUMULATIVE 7
40TH: LANDLORD'S RESPONSIBILITY 7
41ST: TENANT'S RESPONSIBILITY TO MAINTAIN 8
42ND: MUTUAL RELEASE FROM LIABILITY 8
43RD: STATEMENT OF RECORDATION 8
44TH: IDENTIFICATION OF BROKER(S) 8
45TH: FINANCIAL STATEMENTS 8
46TH: REQUIREMENTS OF FOREIGN CORPORATIONS 8
47TH: OBLIGATIONS OF TENANTS ARE JOINT & SEVERAL 8
48TH: MAINTENANCE OF SPRINKLER SYSTEM 8
49TH: INSURANCE 8
50TH: REAL ESTATE TAXES AND ASSESSMENTS 9
51ST: WALK-THROUGH INSPECTIONS 10
52ND: ATTORNEY'S FEES 10
53RD: SIGNAGE BY LANDLORD 10
54TH: ALTERATION TO TAXATION 10
55TH: LESSEE'S RIGHTS IN CONDEMNATION 10
56TH: OPTION TO RENEW 11
57TH: TENANT'S COMPLIANCE WITH ENVIRONMENTAL ISSUES 12
58TH: INDEMNIFICATION OF LANDLORD FROM TOXIC WASTE & POLLUTION 12
59TH: NET LEASE 13
EXHIBIT A
2
THIS LEASE AGREEMENT ("LEASE"), Between
XXXXX X. BRASS & COMPANY 000 Xxx Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 as
Landlord and ELITEAGENTS, INC. a New Jersey corporation with offices located at
000X Xxxxx 00 Xxxx, Xxxxxxxxx, XX, 00000, as Tenant.
WITNESSETH: That the said Landlord has let unto the said Tenant and the said
Tenant has hired from the said Landlord, the following premises: 17,496 Square
feet of a 51,782 square foot industrial building located at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxx xx Xxxxxxxxx, Xxxxxx of Xxxxx, XX 00000 (84-2A) and parking to include
the five spaces adjacent to the front entrance of the Premises and common area
parking available to Tenant and others on a first come first served basis. The
Premises as set forth on Exhibit A herein are subject to such facts as an
accurate survey may disclose, easements, rights of way and restrictions of
record, none of which restrictions, however, shall prevent the use of the land
and building for the purposes set forth in this Lease. The Lease shall be for a
term of Sixty (60) months commencing on July 1, 2000 and terminating on June 30,
2005. Tenant may take occupancy of the Premises on April 1, 2000, and must pay
for such out-of-pocket expenses as, but not necessarily limited to, taxes,
utilities, (electric, gas, water and sewer) snow removal and outside grounds
maintenance and insurance. The Premises shall be used and occupied for offices
for a financial services company and for any other lawful purposes, upon the and
all conditions and covenants following:
1st : That the Tenant shall pay the annual rent of:
July 1, 2000-June 30, 2001 $166,212.00
July 1, 2001-June 30, 2002 $192,456.00
July 1, 2002-June 30, 2005 $215,726.00
to be paid to the Landlord at 000 Xxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000 or such
other place as may hereafter be reasonably designated by the Landlord; said rent
to be paid in equal monthly payments in advance on the first day of each and
every month during the term aforesaid as follows:
July 1, 2000-June 1, 2001 $13,851.00
July 1, 2001-June 1, 2002 $16,038.00
July 1, 2002-June 1, 2005 $17,977.17
In addition to this rent the Tenant shall pay all of the sums of money
hereinafter on the Tenant's part agreed to be paid, with the exception that the
first monthly payment of rent shall be paid upon execution of this Lease.
2nd: That the Tenant shall take reasonable care of the Premises and shall, at
the Tenant's proportionate share of the cost and expense make all repairs and
maintain the inside and outside of the building, including paving on the
Premises and the shrubbery and lawn and any replacements thereof on the demised
premises, all at the Tenant's own cost, during the term of this Lease, except as
otherwise stated in this Lease; and at the end or other expiration of the term,
shall deliver up the Premises in reasonable order or condition, reasonable wear
and tear excepted.
3rd: That the Tenant shall promptly comply with all statutes, ordinances, rules,
orders, regulations and requirements of the Federal State and City Government
and of any and all their departments and bureaus applicable to the Premises, for
the correction, prevention, and abatement of nuisances, violations or other
grievances, in, upon or connected with the Premises during said term; and shall
also promptly comply with all rules, orders, and regulations of the Board of
Fire Underwriters, or any other similar body, for the prevention of fires, at
the Tenant's own cost and expense; provided, that if the Premises as let to
Tenant did not comply with any governmental statutes, orders, regulations and
requirements the Landlord will be responsible at its expenses to cause the
Premises to comply.
4th: That in case the Tenant or Landlord shall fail or neglect to comply with
the aforesaid statutes, ordinances, rules, orders, regulations and requirements
or any of them, or in case the Tenant or Landlord shall fail or neglect to make
any necessary repairs, then the other party or its agents may enter the Premises
and make said repairs and comply with any and all of the said statutes,
ordinances, rules, orders, regulations or requirements, at the cost and expense
of the responsible party and in case of the Tenant's failure to pay therefor,
3
the said cost and expense shall be added to the next month's rent and be due and
payable as such, or the Landlord may deduct the same from the balance of any sum
remaining in the Landlord's hands. This provision is in addition to the right of
the Landlord to terminate this Lease by reason of any default on the part of the
Tenant.
5th: That the Tenant shall not permit or suffer the Premises to be occupied for
any business or purpose reasonably deemed disreputable or extra-hazardous on
account of fire.
6th: Other than as set forth on Exhibit A, no alterations, material additions or
improvements shall be made in or to the Premises without the consent of the
Landlord in writing, which consent shall not be unreasonably withheld, and all
additions and improvements made by the Tenant shall belong to the Landlord. It
is expressly agreed that all equipment and fixtures of any nature brought by
Tenant to the Premises shall be the property of Tenant and removed by the Tenant
upon the termination of the Lease. Landlord will sign Lien Release on equipment
and fixtures.
7th: In case of damage, by fire or other cause, to the building in which the
Premises are located, if the damage is so extensive as to amount practically to
the total destruction of the Premises or of the building and if the Landlord
shall within a reasonable time, not to exceed ninety (90) days, decide not to
rebuild, this Lease shall cease and come to an end, and the rent shall be
apportioned to the time of the damage. In all other cases where the Premises are
damaged by fire without the fault of the Tenant or of Tenant's agents or
employees, the Landlord shall immediately begin to repair and complete in a
reasonably timely manner the damage with after notice of damage, and if the
damage has rendered the Premises untenantable, in whole or in part, there shall
be an apportionment of the rent until the damage has been repaired. In
determining what constitutes reasonable dispatch consideration shall be given to
delays caused by strikes, adjustment of insurance and other causes beyond the
Landlord's control. The Tenant shall immediately notify the Landlord of damage
to the Premises.
8th: That said Tenant agrees that the Landlord and its agents, and other
representatives, shall have the right to enter into and upon said Premises, or
any part thereof, upon reasonable notice and no more than twice a year for
purposes of inspection, at reasonable hours for the purpose of examining the
same, or making such repairs or alterations therein as may be reasonably
necessary for the safety and preservation thereof.
9th: The Tenant also agrees to permit the Landlord or its agents to show the
Premises to persons wishing to purchase the same, upon reasonable notice and no
more than twice a year; and the Tenant further agrees that during the nine [9]
months prior to the expiration of the term, the Landlord or its agents shall
have the right to place a reasonable notice on the front of said Premises, or
any part thereof, which does not interfere with Tenant's business, offering the
Premises "To Let" or "For Sale," and the Tenant hereby agrees to permit the same
to remain thereon without hindrance or molestation.
10th: That if the Premises, or any part thereof, shall become vacant during the
said term or should the Tenant be evicted by summary proceedings or otherwise,
the Landlord or Landlord's representatives may re-enter the same, and re-let the
said Premises as the agent of the said Tenant and receive the rent thereof;
applying the same, first to the payment of such reasonable expenses as the
Landlord may be put to in re-entering and then to the payment of the rent due by
these presents; the balance (if any) to be paid over to the Tenant who shall
remain liable for any deficiency.
11th: The Tenant shall replace, at the expense of Tenant, any and all broken
glass in and about the Premises and insure, and keep insured, all plate glass in
the Premises. Bills for the premiums therefore, shall be payable by Tenant and
the amount thereof shall be deemed to be and be paid as, additional rental.
Damage and injury to Premises, caused by the carelessness, negligence or
improper conduct on the part of the said Tenant or the Tenant's agents or
employees, shall be repaired as speedily as possible by the Tenant at the
Tenant's own cost and expense. All windows and doors are in good repair and
working order.
12th: That the Tenant shall neither encumber nor obstruct the sidewalk in front
of, entrance to or halls and stairs of said building, nor allow the same to be
obstructed or encumbered in any manner.
13th: The Tenant shall neither place, nor cause, nor allow to be placed, any
sign or signs of any kind whatsoever at, in or about the entrance to said
Premises nor any other part of same except in or at such place or places as may
be indicated by the said Landlord and consented to by Landlord in writing, which
consent shall not be unreasonably withheld. The Landlord agrees Tenant may place
signage on glass exterior surfaces of the Premises and on the existing sign
board located at the front of the complex. And in case it is reasonably
4
necessary to remove any such sign or signs in order to paint or to make any
other repairs, alterations or improvements in or upon the Premises or the
building wherein same is situated or any part thereof, the Landlord shall have
the right to do so, providing the same be removed and replaced at the Landlord's
expense whenever the said repairs, alterations or improvements shall have been
completed.
14th: It is expressly agreed and understood by and between the parties to this
Lease, that the Landlord shall not be liable for any damage or injury to person
or property caused by or resulting from steam, electricity, gas, water, rain,
ice or snow, or any leak or flow from or into any part of said building, or from
any damage or injury resulting or arising from any other cause or happening
whatsoever, unless caused by or due to the negligence or intentional acts of
Landlord.
15th: That if material default be made in any of the covenants herein contained,
then it shall be lawful for the said Landlord to re-enter the Premises after
notice and time to cure the default by Tenant, and to have again, re-possess and
enjoy.
16th: That this Lease shall not be a lien against the Premises in respect to any
mortgages that are now on or that hereafter may be placed the Premises. The
recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien of this Lease irrespective of the date of
recording. Landlord shall make its best efforts to secure a non-disturbance and
quiet enjoyment agreement from mortgagor if any. The Tenant agrees to execute
reasonable instruments, which may be deemed reasonably necessary to further
effect the subordination of this Lease to any such mortgage or mortgagee.
17th: The Tenant has this day deposited with the Landlord the sum of $50,301.00
as security for the full and faithful performance by the Tenant of all of the
terms and conditions upon the Tenant's part to be performed, which said sum
shall be returned to the Tenant, without interest, after the time fixed as the
expiration of the term herein, provided the Tenant has materially carried out
all of the terms, covenants and conditions on the Tenant's part to be performed.
In the event of a bona fide sale, subject to this Lease, the Landlord shall have
the right to transfer the security to the vendee for the benefit of the Tenant
the Landlord shall be considered released by the Tenant from all liability for
the return of such security; and the Tenant agrees to look to the new Landlord
solely for the return of the said security, and it is agreed that this shall
apply to every transfer or assignment made of the security to a new Landlord.
Tenant hereby agrees not to look to the mortgagee, as mortgagee, mortgagee in
possession, or successor in title to the property, for accountability for any
security deposit required by the Landlord herein under, unless said sums have
actually been received by said mortgagee as security for the Tenant's
performance of this Lease.
18th: That the security deposited under this Lease shall not be mortgaged,
assigned or encumbered by the Tenant without the written consent of the
Landlord.
19th: THIS PARAGRAPH INTENTIONALLY LEFT BLANK
20th: It is expressly understood and agreed that in case the Premises shall be
deserted or vacated, or if default be made in the payment of the rent or any
part thereof as herein specified, or if, without the consent of the Landlord,
which is not unreasonably withheld, the Tenant shall sell, assign, or mortgage
this Lease or if default be made in the performance of any of the covenants and
agreements in this Lease contained on the part of the Tenant to be kept and
performed, or if the Tenant shall fail to comply with any of the statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State
and City Government or of any and all their departments and bureaus, applicable
to the Premises, or if the Tenant shall file or there be filed against Tenant a
petition in bankruptcy or arrangement, or Tenant be adjudicated a bankrupt or
make an assignment for the benefit of creditors or take advantage of any
insolvency act, the Landlord may, if the Landlord so elects, at any time
thereafter terminate this Lease and the term hereof, after giving to the Tenant
sixty (60) days' notice for non-monetary defaults and thirty (30) days notice
for monetary defaults, in writing, of the Landlord's intention so to do, and at
the end of the notice period, if the default has not been cured, this Lease and
the term hereof shall expire and come to an end on the date fixed in such notice
as if the said date were the date originally fixed in this Lease for the
expiration hereof. Such notice must be given in accordance with the notice
provisions of this Lease.
21st: The Tenant shall pay the rent or charge, which may, during the term, be
assessed or imposed for the water used or consumed in or on the Premises,
determined by meter or required minimum charge, as soon as and when the same may
be assessed or imposed.
5
22nd: That the Tenant will not, nor will the Tenant permit undertenants or other
persons to do anything in the Premises, or bring anything into Premises, or
permit anything to be brought into Premises or to be kept therein, which will in
any way increase the rate of fire insurance on said Premises, nor use the
Premises or any part thereof, nor suffer or permit their use for any business or
purpose which would cause an increase in the rate of fire insurance on said
building, and the Tenant agrees to pay within 30 days of demand, any such
increase.
23rd: If, after default in payment of rent or violation of any other provision
of this Lease, and after notice as set forth herein, or upon the expiration of
this Lease, the Tenant moves out or is dispossessed and fails to remove any
trade fixtures or other property prior to such said, expiration of Lease, then
and in that event, the said fixtures and property shall be deemed abandoned by
the said Tenant and shall become the property of the Landlord.
24th: The failure of the Landlord to insist upon strict performance of any of
the covenants or conditions of this Lease or to exercise any option herein
conferred in any one or more instances, shall not be construed as a waiver or
relinquishment for the future of any such covenants, conditions or options, but
the same shall be and remain in full force and effect.
25th: In the event that the relation of the Landlord and Tenant may cease or
terminate by reason of the reentry of the Landlord under the terms and covenants
contained in this Lease or by the ejectment of the Tenant by summary proceedings
or otherwise, or after the abandonment of the premises by the Tenant, it is
hereby agreed that the Tenant shall remain liable and shall pay in monthly
payments the rent which accrues subsequent to the re-entry by the Landlord, and
the Tenant expressly agrees to pay as damages for the breach of the covenants
herein contained, the difference between the rent reserved and the rent
collected and received, if any, by the Landlord, during the remainder of the
unexpired term, such difference or deficiency between the rent herein reserved
and the rent collected, if any, shall become due and payable in monthly payments
during the remainder of the unexpired term, as the amounts of such difference or
deficiency shall from time to time be ascertained. Landlord will use its best
efforts to relet the Premises to mitigate damages.
26th: If the whole or any part of the Premises shall be acquired or condemned by
Eminent Domain for any public or quasi public use or purpose, then and in that
event, the term of this Lease shall cease and terminate from the date of title
vesting in such proceeding. Tenant shall have no claim against Landlord for the
value of any unexpired term of said Lease. Tenant shall have the right to pursue
any and all legal remedies.
27th: This Lease and the obligation of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in no way be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service expressly or implied to
be supplied or is unable to make or is delayed in making any repairs, additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment or fixtures if Landlord is prevented or delayed from so doing by
reason of governmental preemption in connection with a National Emergency
declared by the President of the United States or in connection with any rule,
order or regulation of any department or subdivision thereof of any governmental
agency or by reason of the conditions of supply and demand which have been or
are affected by war or other emergency, or any other matter beyond the control
of the Landlord.
28th: Landlord covenants and warrants that the Tenant, on paying of the said
rent, and performing the covenants aforesaid, shall and may peacefully and
quietly have, hold and enjoy the Premises for the term aforesaid provided.
29th: And it is further understood and agreed that the covenants and agreements
herein contained are binding on the parties hereto and upon their respective
successors, heirs, executors, administrators and assigns.
30th: It is further expressly agreed that the words used in the singular shall
include words in the plural where the text of this Lease so requires.
31st: The Tenant shall have the right to sublet all or part of the Premises,
provided the Tenant shall at all times remain liable for the full performance of
each and every covenant of this Lease on the Tenant's part to be performed. The
Tenant shall notify the Landlord immediately upon each subletting, setting forth
the area subleased and the name and address of the subtenant. The Tenant shall
require the permission of the Landlord to sublease and this permission shall not
be unreasonably withheld.
6
Any surplus moneys made above the Lease, but net of Tenant's improvements made
to effectuate a sublease, commissions paid by Tenant to real estate companies or
common area maintenance charges borne by Tenant on a continuing basis after said
sublease, on a sublease or assignment basis shall be divided equally between the
Landlord and the Tenant and such right for subleasing or assignment shall not be
unreasonably withheld. The 50% excess rental above the then applicable rental
per square foot will be paid as rental on a monthly basis.
32nd: The consent of the Landlord to the placement of any sign or signs shall
not be unreasonably withheld. Any sign or signs consented to by the Landlord to
be placed in or about the Premises shall be placed at the Tenant's own cost,
expense and risk, and such sign or signs shall be in compliance with all rules,
laws, regulations and ordinances. Any sign so placed by the Tenant shall be
maintained at the Tenant's cost and expense, and the Tenant shall and does
hereby indemnify and save harmless the Landlord against any damage, loss or
injury of any kind whatsoever caused by such sign or signs.
33rd: All notices required in this Lease shall be in writing. All notices
required to be given to the Tenant shall be given by registered or certified
mail, return receipt requested, addressed to the Tenant c/o Xxxxxxx X. Xxxxx
Esq., XXXXXXXXX, XXXXXXX & XxXXXXXXXX, Gateway Tower East Suite 900, 00 Xxxx
Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, (000) 000-0000. All notices required
to be given to the Landlord shall be given by registered or certified mail,
return receipt requested, addressed to the Landlord at the address designated in
this Lease or to such other persons or places as may be hereafter designated in
writing by the Landlord. The mailing of any notice in the manner set forth shall
be construed as service of such notice.
34th: The Tenant shall pay for all gas, fuel, electricity and all other
utilities in addition to the provisions contained in Paragraph 21st. The
Landlord shall not be liable for any interruption or delay in any of the
foregoing services for any xxxxx other than Landlord's negligence or intentional
conduct. Landlord represents that all utilities (gas, electric, water & sewer),
for the Premises are separately metered and are in good working order.
35th: The Tenant shall keep the Premises and all parts thereof in a clean and
sanitary condition and free from trash. The Tenant further agrees to keep the
sidewalks of the Premises clean and free of snow and ice.
36th: If, because of any act of the Tenant, any mechanic's lien, security
instrument or other lien be filed against the Premises, the Tenant shall, at the
Tenant's own cost and expense, cause the same to be canceled and discharged of
record or bonded within thirty (30) days after the filing thereof and, further,
the Tenant shall indemnify and save harmless the Landlord from and against any
and all costs, expenses, claims, loss or damages, including reasonable counsel
fees resulting there from or by reason thereof.
37th: No receipt of money by the Landlord from any receiver, trustee or
custodian or debtors in possession shall reinstate, continue or extend the term
of this Lease or affect any notice theretofore given to the Tenant or to any
such receiver, trustee, custodian or debtor in possession Or operate as a waiver
or estoppel of the right of the Landlord to recover possession of the Premises
for any of the causes therein enumerated by any lawful remedy, and the failure
of the Landlord to enforce any covenant or condition by xxxxx of its breach by
the Tenant after notice, shall not be deemed to void or affect the right of the
Landlord to enforce the same covenant or condition on the occasion of any
subsequent default or breach.
38th: In addition to any other legal remedies for violation or breach by or on
the part of the Tenant or by any under-tenant or by any one holding or claiming
under the Tenant or any one of them, of the restrictions, agreements or
covenants of this Lease on the part of the Tenant to be performed or fulfilled,
such violation or breach shall be restrainable by injunction at the suit of the
Landlord.
39th: The rights and remedies given to the Landlord in this Lease are distinct,
separate and cumulative remedies, and no one of them, whether or not exercised
by the Landlord, shall be deemed to be in exclusion of any of the others.
40th: The Landlord shall, during the term of this Lease, at the Landlord's own
cost and expense, make all roof structural steel and exterior wall repairs
except when such repairs are caused by the negligence of the Tenant or the
Tenant's servants, agents, licensees or invitees; provided, however, that the
Landlord shall be responsible for and make such repairs only after notice from
Tenant requesting the repairs. Landlord represents that the foregoing systems
are in good working order and condition.
7
41st: The Tenant shall, at the Tenant's own cost and expense, in addition to the
requirements set forth in Paragraph 2nd, maintain the heating system, air
conditioning system, if any, and other systems, fixtures and equipment belonging
to the Landlord and contained in the Premises, and at the expiration of the
term, deliver the foregoing in good order and condition, damages by the elements
and ordinary wear and tear excepted. Landlord represents they are now in good
order and condition.
42nd: The Tenant hereby releases the Landlord and the Landlord hereby releases
the Tenant from any liability arising out of a loss covered by any fire
insurance and extended coverage insurance policy or policies, provided a clause
similar to the following is contained in the insurance policy or policies: "Any
written agreement of release from liability entered into by the insured prior to
the occurrence of any loss hereunder shall not affect this policy or the right
of the insured to recover hereunder."
43rd: At the reasonable request of the Landlord the Tenant shall execute a short
statement of this Lease for purposes of recording the existence of the Lease.
44th: The Landlord and the Tenant hereby represent to each other that the only
real estate brokers instrumental in effecting this Lease are: ASSOCIATED REALTY,
INC. and ALLIED REALTY, INC. The Landlord agrees to pay these real estate
brokers a commission in accordance with a separate Commission Agreement.
45th: The Tenant shall furnish financial statements and such other data as may
be reasonably required by the Landlord or by the Landlord's lending institution;
provided that such information shall be kept confidential by Landlord and
returned to Tenant upon termination of the Lease.
46th: THIS PARAGRAPH INTENTIONALLY LEFT BLANK
47th: The obligations of the Tenant, if there be more than one, to the
performance of the terms, conditions and covenants of this Lease, shall be joint
and several.
48th If the Premises has a sprinkler system, the Tenant shall, at the Tenant's
own cost and expense, in addition to the requirements set forth in Paragraph.
2nd, maintain the sprinkler system in the Premises. Landlord represents the
system is now in good order and condition. All water utility charges and fees
with regard to the sprinkler system shall be paid by the Tenant. If the Board of
Fire Underwriters or any state or municipal government requires or recommends
any changes, alterations or additional sprinkler heads or other equipment be
made by reason of the Tenant's business or location of partitions, trade
fixtures or other contents, or such changes, alterations or additional sprinkler
heads or other equipment becomes necessary to prevent imposition of a charge
against the full allowance for sprinkler system in the fire insurance rate as
fixed by the Board of Fire Underwriters the Tenant shall, at the Tenant's own
cost, promptly make and supply such changes, modifications, additional sprinkler
heads or other equipment. At the expiration of the term, the Tenant shall
deliver the sprinkler system in good order and condition, reasonable wear and
tear excepted.
49th: A. At all times' during the Lease term and at the Tenant's cost,
Landlord shall maintain insurance on the buildings and improvements on
the Premises as well as all building improvements, alterations,
additions and replacements made after the commencement of the Lease,
with responsible insurance companies authorized to do business in the
State of New Jersey and approved by the Landlord and the Landlord's
mortgagee, if any, covering: (a) loss or damage by fire; (b) loss or
damage by other perils contemplated within extended coverage
endorsements (as such endorsements are customarily written in the
State); (c) War Risk insurance, when available; and (d) Such other
perils as shall be reasonably required by the Landlord. This insurance
shall: (1) Name the Landlord and the Landlord's mortgagee, if any, as
the insured and provide that any loss shall be payable to the Landlord
and the Landlord's mortgagee, if any, as their respective interests
may appear; (2) Be in an amount not less than the reasonable insurable
value; (3) Provide that no act of the Tenant shall impair the rights
of the Landlord or the Landlord's mortgagee, if any, to receive and
collect the insurance proceeds; and (4) Provide that the rights of the
Landlord or the Landlord's mortgagee, if any, shall not be diminished
because of any additional insurance carried by the Tenant for the
Tenant's own account. Tenant shall pay 28.8% of the premium
B. At all times during the Lease term and at the Tenant's cost, the
Tenant shall maintain for the benefit of the Landlord and the Tenant,
general liability insurance with responsible insurance companies
authorized to do business in the State of New Jersey and approved by
8
the Landlord, covering claims for bodily injury, death or property
damage occurring in or about the Premises including any sidewalks
adjoining the demised premises. This insurance shall be in an amount
of not less than $1,000,000.00 in the event of bodily injury or death
to any one person, not less than $1,000,000.00 in respect of any one
accident, and not less than $200,000.00 for property damage.
C. The Tenant shall promptly deliver to the Landlord the original
policies of insurance, provided in Subparagraph B above, together with
proof of payment of the premiums for these policies, and if there be a
mortgage on the demised premises, an additional copy of these policies
upon the request of the Landlord. The Tenant shall promptly deliver to
the Landlord a certificate of general liability insurance, as provided
in subparagraph B above, together with proof of payment of the premium
for these policies. The Certificates of Insurance shall contain
provision for 30 days notice to the Landlord prior to any
cancellation, modification or amendment thereof.
D. If the Tenant fails to obtain the insurance as provided in this
Lease, or fails to pay all premiums due on these insurance policies,
the Landlord may obtain this insurance and pay the required premiums.
The Tenant shall pay the Landlord these premiums, together with
interest, on the date on which the next month's rent is due. If the
Tenant fails to pay these premiums together with interest, the
Landlord shall have the same remedy as provided in this Lease for the
default in the payment of rent.
E. If the rating for fire insurance for the permitted zoned uses
applicable to the building of which the Leased premises are a part
shall be increased so as to produce an increment in fire insurance
premiums because of and due to the manner in which the Tenant uses and
occupies the Premises, then such increase in fire insurance premiums
occasioned thereby shall be paid by Tenant to Landlord within twenty
(20) days after written demand, together with the evidence as to the
reason for such increase occasioned by Tenant's conduct, which said
obligation shall be deemed additional rent under the Lease. Landlord
and/or his tenants occupying the balance of the Premises shall be
responsible, at their sole cost and expense, for any increase in
premiums as may be occasioned or due to the manner in which the
balance of the premises shall be used and occupied.
50th: A. The Tenant shall pay and discharge as additional rent to the
Landlord or the Landlord's mortgagee, if any, any and all real estate
taxes and assessments assessed and levied by the Township of
Fairfield, New Jersey against Premises. Landlord represents no taxes
are owing or assessed against the Premises as of the date hereof.
B. All real estate taxes and assessments which shall become payable
for the first and last year of the term hereof shall be apportioned
pro rata between the Landlord and the Tenant in accordance with the
respective number of months during which each party shall be in
possession of the Premises in the respective tax year.
C. The Tenant shall pay and discharge the real estate taxes and
assessments by paying to the Landlord or the Landlord's mortgagee, if
any. on the first day of each month during the term of this Lease
commencing on the day the first installment of rent shall be due, a
sum equal to 1/12th of the real estate taxes and assessments which
will, from time to time, become due and payable during the then
current calendar year. If, at any time, when a payment is required to
be made, the amount of the real estate taxes and assessments for the
then calendar year shall not be known, the Tenant shall pay to the
Landlord or the Landlord's mortgagee, if any, such 1/12th of the real
estate taxes and assessments paid during the preceding year; and
immediately upon the ascertainment of the amount of the real estate
taxes and assessments for the entire of the then calendar year,
adjustment shall be made and the Tenant shall pay the difference, if
any, between the sums so paid by the Tenant for real estate taxes and
assessments hereunder and the amount of such real estate taxes and
assessments, or the Landlord shall credit the excess, if any, against
the next tax and assessment payment thereafter becoming due.
D. The Landlord shall have like remedies for default by the Tenant in
the payment of the real estate taxes and assessments set forth above,
as provided in this Lease for default in the payment of the fixed
money rent reserved in this Lease.
9
E. At all times during the term of this Lease, the Tenant shall
deposit with the Landlord, an amount of sufficient funds to enable the
Landlord to pay, in a timely fashion, the taxes due on the Premises;
i.e., if the Tenant's occupancy were hypothetically January 1st of any
given year, it would be necessary with the January rental for the
Tenant to have deposited with the Landlord the equivalent of 3/12ths
of the taxes so that the Landlord could pay the first quarter taxes
which would be due on February 1st of that year.
51st: A. Landlord and Tenant agree that they will, semi-annually, undertake a
walk- through inspection with their respective representatives for the purpose
of inspecting the Premises in order to evaluate the degree of maintenance,
repair and preventative maintenance being carried on at the Premises as required
by Landlord and Tenant hereunder. Landlord and Tenant agree to make such
appointment at a mutually agreeable time within ten (10) days after the written
request of either party.
B. Tenant agrees that it will enter into a contract with a reputable heating,
ventilating and air-conditioning service company in order to provide annual
maintenance and inspection of the heating, ventilating and air-conditioning
system and equipment, which inspection shall be made not less than semi-annually
during the heating and air-conditioning seasons. Tenant shall furnish to
Landlord a copy of its contract at Landlord's request.
52nd: The Tenant agrees to pay as additional rent all reasonable attorneys' fees
and other expenses incurred by the Landlord in enforcing any of the obligations
under this Lease.
53rd: The Landlord reserves the right during the term of the Lease or any
renewal term, to maintain a sign on the front of the building having the
approximate dimensions of 13' x 7" and bearing the following legend: "Building
owned and operated by XXXXX X. XXXXX XXX XXXXXXX, Xxxxxxxxx, XX 00000." Subject
to the conditions set forth in this Lease, the Landlord also reserves the right
to post signs on the premises during the last twelve months of the term of the
Lease, advertising the premises for sale or for Lease.
54th: If at any time during the term of this Lease the method or scope of
taxation prevailing at the commencement of the Lease term shall be altered,
modified or enlarged so as to cause the method of taxation to be changed, in
whole or in part, so that in substitution for the real estate taxes now assessed
there may be, in whole or in part, a capital levy or other imposition based on
the value of the premises, or the rents received there from, or some other form
of assessment based in whole or in part on some other valuation of the
Landlord's real property comprising the Premises, then and in such event, such
substituted tax or imposition shall be payable and discharged by the Tenant in
the manner required pursuant to such law promulgated which shall authorize such
change in the scope of taxation, and as required by the terms and conditions of
the within Lease.
Tenant's obligation to pay taxes pursuant to the paragraph immediately preceding
this shall not include any inheritance or succession taxes or charges, franchise
taxes, unincorporated business association taxes, income profit or revenue
taxes, capital levy or capital stock tax of Landlord or any one of them, except
to the extent that any of the foregoing taxes are in substitution for or replace
in whole or in part, real estate taxes and are separately allocated or
segregated as provided in the preceding paragraph.
Landlord hereby extends to the Tenant the right, at the Tenant's sole election,
cost and expense, to appeal from any tax so assessed and reserves said right
unto itself as well.
55th: If, due to condemnation, taking or seizure by any authority having the
right of eminent domain, (i) over fifteen (15%) percent of the Leased premises
is taken or seized, or (ii) over twenty-five (25%) percent of the ground about
the subject building or (iii) if access to the Leased premises be denied, then
the Lease shall, at the option of Lessee, terminate, from the date on which the
condemning authority so seizes or denies access to the Leased premises or
grounds, as aforesaid. Rent shall be due only until the time of surrender. In
any event, Lessee shall have no right to any part of Landlord's condemnation
award. The Lessee shall have the right to make a claim against the condemning
authority for such independent claim which it may have and as may be allowed by
law, for costs and damages due to relocating, moving and other similar costs and
charges incurred by Tenant as a result of such condemnation. If the whole or any
part of the Premises shall be acquired or condemned by Eminent Domain for any
public or quasi public use or purpose, then and in that event, the term of this
Lease shall cease and terminate from the date of title vesting in such
proceeding and each of the Parties may pursue any and all legal remedies
available to them under the law. In the event of any partial taking which would
not be cause for termination of this Lease or in the event of any partial taking
in excess of the percentages provided above where Tenant elects to retain the
balance of the Leased premises remaining after such taking, then and in either
10
event, the rent shall xxxxx in proportion to the premises taken or seized, with
further adjustment where portions of the premises taken or seized, is of a more
important or critical nature to Tenant's use of the Leased premises than that
portion which remains. In any event, no part of the Landlord's condemnation
award shall belong to or be claimed by the Tenant. However, Landlord shall, to
the extent permitted by applicable law and as the same may be practicable on the
site of the {Leased} Premises, at Lessor's sole cost and expense, promptly make
such repairs and alterations, restore the building and/or improvements to the
extent of the condemnation award.
56th: OPTION TO RENEW
Provided the Tenant is not in default beyond any applicable grace period
pursuant to the terms and conditions of this Lease, the Tenant is hereby given
the right and privilege to renew the Lease for a five year period, to commence
at the end of the initial term of this Lease, upon the same terms and conditions
as in this Lease, except as follows:
A. There shall be paid annually during the renewal period a minimum base
rent of $201,204.00 hereinafter referred to as the "Original Base
Rent". The Original Base Rent shall be increased in the event of an
increase in the Consumer Price Index based on application of the
formula which is hereinafter defined as follows:
At the inception of the five year renewal term, the Original Base Rent
shall increase or decrease by the total annual increase or decrease of
the "All Items" Index figures for the New York-Northeastern New Jersey
average of the "Consumers Price Index for Urban Wage Earners and
Clerical Workers" (1982-1984 equal to 100) published by the Bureau of
Labor Statistics of the U.S. Department of Labor ("Index") on an
annualized per year basis as shown in the following example:
EXAMPLE:
--------
Original Base Rent = $201,204.00
Index Increase year 1= 3% 207,240.12
Index Increase year 2= 3% 213,457.32
Index Increase year 3= 3% 219,861.04
Index Increase year 4= 3% 226,456.87
Index Increase year 5= 3% 233,250.58
Renewal Base Rent= $233,250.58
Since the rent payment for at least the first month of the five year renewal
term will have been paid prior to the determination of any applicable rent
increase in excess of the Original Base Rent, any increase for months already
elapsed after commencement of the renewal term shall then be added to the next
monthly rent payment then becoming due and payable.
B. Landlord agrees to give Tenant a right of first refusal on available
space for Lease in the 00-00 Xxxxxxxx Xxxxxx Complex upon written
request by Tenant.
C. It is understood and agreed that should the applicable Index figure
not be published for any particular month when the same shall be
applicable under the terms of this Lease, the last published figure
prior to that date shall be used, but such prior figure shall not be
retroactive for a period in excess of three (3) months. In the event
that the applicable Index figure is not published due to
discontinuance of the Index, then and in that event, the parties shall
agree on an equivalent and substituted Consumer Price Index to be
applied in the same manner as in this Lease provided.
D. The right, option and privilege of the Tenant to renew this Lease as
hereinabove set forth is expressly conditioned upon the Tenant
delivering to the Landlord no later than twelve (12) months prior to
the date fixed for the termination of the original term as herein
before provided.
E. If the base year(s) (1982-1984 equal to 100) herein above referred to
with respect to the "index" shall be changed after the execution of
this Lease, appropriate adjustments based on such new Cost of Living
Index shall be made with respect to the Index figures in question so
as to have a proper application under this Lease.
11
57th: Tenant expressly covenants and agrees to fully comply with the provisions
of the New Jersey Environmental Clean Up Responsibility Act. (N.J.S.A.13: IK-6,
et seq.) hereinafter referred to as "ECRA", and the State of New Jersey
Department of Environmental Protection and Energy INDUSTRIAL SITE RECOVERY ACT
hereinafter referred to as "ISRA", and all regulations promulgated thereto prior
to the expiration or earlier termination of the within Lease. In the event
evidence of such compliance is not delivered to the Landlord prior to surrender
of the Leased premises by the Tenant to the Landlord, it is understood and
agreed that the Tenant shall be liable to pay annual rent and additional rent to
the Landlord from the date of surrender until such time as evidence of
compliance with ECRA and or ISRA has been delivered to the Landlord. The within
covenant shall survive the expiration of earlier termination of the Lease term.
Landlord represents that the Premises are currently in full compliance with such
laws.
58th: AIR, WATER, TOXIC WASTE AND GROUND POLLUTION
The Tenant expressly covenants and agrees to indemnify, defend, and save the
Landlord harmless against any claims, damage, liability, costs, penalties or
fines which the Landlord may suffer as a result of Air, Water, Toxic Waste or
Ground Pollution caused by the Tenant in its use of the Premises. The Tenant
covenants and agrees to notify the Landlord immediately of any claim or notice
served upon it with respect to any such claim that the Tenant is causing Air,
Water, Toxic Waste or Ground Pollutions; and the Tenant, in any event, will take
immediate steps to halt, remedy or cure any pollution of Air, Water, Toxic Waste
or Ground Pollution caused by the Tenant by its use of the Premises. Tenant
agrees that it will, at the expiration of the Lease Term, comply with the
requirements of the New Jersey State Environmental Clean-Up Responsibility Act,
or the Industrial Site Recovery Act, or equivalent act, as the same may be
applicable to the use and occupancy of the premises. The foregoing covenant
shall survive the expiration or termination of the Lease. Landlord represents
that the Premises are currently in full compliance with such laws.
THIS SPACE INTENTIONALLY LEFT BLANK
12
59th: This Lease is a net net Lease and all repairs and maintenance obligations
of the premises are the Tenant's except for those specifically reserved under
Paragraph 40thof this Lease.
The Premises as herein before described as the Premises shall include the
building described in Exhibit A.
Where the tenancy is a multi-tenanted building and the Tenant shares with others
common areas such as paving, roof, snowplowing, landscaping and other common
area maintenance, then this Tenant's monetary obligation shall be based on the
lesser of the pro-rata amount of the total square footage for the contracted
service or upon 28.8% of the cost for the repairs and maintenance. This pro-rata
shall not exceed 28.8%
WITNESS WHEREOF, the parties have inter-changeably set their hands or caused
these presents to be signed by their proper corporate officers and caused their
proper corporate seal to be hereto affixed, this 25th day of April, 2000.
By: (L.S.)
------------------------------------------------
XXXXX X. BRASS & CO. (Landlord)
By: (L.S.)
------------------------------------------------
ELITEAGENTS, INC. (Tenant)
Signed, Sealed and Delivered in the presence of:
--------------------------
13
EXHIBIT A
---------
In consideration of the Lease Agreement between XXXXX X. BRASS & CO. (Landlord)
and ELITEAGENTS, INC. (Tenant), dated March 24, 2000 for the 17,496 square foot
office Premises located at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX (84-2A), Landlord,
at Landlord's sole cost and expense agrees to provide the following:
1) Paint the Premises.
2) Replace stained or broken ceiling tiles and make best efforts to match
ceiling tiles on a room by room basis.
3) Carpet the Premises and clean the tiled floor immediately adjacent to
the loading dock. Tenant may select carpet color from samples provided
by Landlord.
4) Convert the office adjacent to the lavatories into a lunchroom and
provide roughed in plumbing with an allowance for sink and cabinetry
not to exceed $500.00 (designated #1 on the attached plan).
5) Create picture window opening to the same height as adjacent cubicles
and remove door on rear office (designated #2 on the attached plan).
6) Remove ramp and replace with steps at front entry to computer room
(designated #3 on the attached plan)
7) Expand existing office space into conference room (designated #4 On
the attached plan).
8) Provide new weather stripping at the base of loading door.
