LEASE
This lease ("Lease") is made and entered into by and between THE IBIS
GROUP, a New Jersey general partnership, having an office at 0000 Xxxxxx Xxxxxx
Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxxxx 00000 ("Landlord"), and YARDVILLE NATIONAL
BANK, whose address is 3111 Quaker Bridge Road, in the City of Mercerville,
County of Xxxxxx, State of New Jersey ("Tenant").
I. DEFINITIONS
A. Specific Definitions. As used throughout this Lease, the following
terms have the following meanings:
I Landlord: THE IBIS GROUP, a New Jersey general partnership
2 Tenant: YARDVILLE NATIONAL BANK
3 Premises: IBIS PLAZA consists of two (2) buildings, IBIS PLAZA NORTH,
3535 Quaker Bridge Road (Block 1358, Lot 47), consisting of approximately 50,000
square feet and IBIS PLAZA SOUTH, 3525 Quaker Bridge Road (Block 1358, Lot 46),
consisting of approximately 68,000 square feet, both of which share common
parking, ingress, egress and landscaping. The Premises are a portion of the
building commonly known as IBIS PLAZA NORTH (hereinafter the "Building") located
on the land known as Block 1358, Xxx 00, Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxx
Xxxxxx (hereinafter the "Land"), more particularly described as Suite
201 consisting of 3,000 Rentable Square Feet
4 Land: The real property on which the buildings are situated, commonly
known and designated as Block 1358, Lots 46 and 47 on the current tax and
assessment map of Xxxxxxxx Township, Xxxxxx County, New Jersey.
5 Purpose: Office Use
6 a. Landlord's Address for Notices and All Payments:
IBIS Group
c/o Xxxxxx Xxxxxx & Associates, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx # 000
Xxxxxxxxx, XX 00000
b. Tenant's Address for Notices:
Yardville National Bank
X.X. Xxx 0000
Xxxxxxx, XX 00000
7 Term: Two (2) years, commencing on September 1, 1997, and ending on
August 3 1, 1999. In the event this Lease is extended beyond this latter date,
"Term" means the end of any such extension period, unless the context indicates
otherwise.
8 Base Rental and Base Operating Expense: The "Base Rental" is $39,000
per annum (3,000 square feet times $13.00 per square foot) or $3,250.00 per
month, payable on the first (1st) day of
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each month. The "Base Operating Expense" of $3.55 per square foot per month is
included in and payable as part of the Base Rental.
9 Tenant's Pro Rata Share of Increase in Direct Expenses and Direct Tax
Expenses: The percentage obtained by dividing the Premises Area by the Building
Area which percentage is 2.54% multiplied by the particular expense item in
question.
10 Additional Rental: That portion by which Tenant's pro rata share of
the Direct Expenses (Operating Expenses) and Direct Tax Expenses, as these terms
are hereinafter defined, exceed the Base Operating Expenses and Direct Tax
Expenses of the buildings for each year of the Term and any renewal thereof.
11 Security Deposit: $6,500.00 to secure the faithful performance by
Tenant of all of the terms, covenants, and conditions of this Lease to be kept
and performed by Tenant during the Term.
12 Base Year: The calendar year in which the Term commences.
13 Base Year for Real Property Taxes: The Base Year.
14 Anniversary Date: The first (1st) day of September, one (1) year
after the date on which possession of the Premises is delivered to Tenant and
the first (1st) day of every year after that date.
15 Adjustment Dates: The first (1st) day of September of each of the
Term of this Lease commencing with the next succeeding January 1st after the
commencement of the Term.
16 Direct Expenses:
a. All direct costs of operation and maintenance of the Common
Area, including, but not limited to, the following costs: water and sewer
charges (other than individually metered utilities), property and liability
insurance premiums, utilities (other than individually metered utilities), snow
removal, landscaping, parking lot maintenance, parking lot lighting, labor, any
costs incurred in the management of the buildings including management fees and
professional accounting fees associated in the preparation of statements for the
buildings' Operating Expenses, utilities (electric, gas and water) for common
areas, waste removal, supplies, materials, equipment, tools, maintenance, costs,
and upkeep of all common areas, all determined in accordance with Generally
Accepted Accounting Principles.
b. All costs, amortized over such period as Landlord shall
determine, together with interest on such costs at the maximum legal rate on the
unamortized balance, of any capital improvement made to the Building by Landlord
after the Base Year which capital improvement acts in any manner to reduce any
Direct Expenses of the building but not more than the amount of any such actual
reduction. "Direct Expenses" shall not include depreciation on the Building of
which the Premises are part or on equipment in such Building, loan payments, or
real estate broker's commissions.
17 Direct Tax Expenses:
a. All real property taxes and annual installments of real
estate assessments on the Building and Land; personal property taxes on the
personal property Landlord used in the operation of the Building and Land; taxes
upon the gross or net rental income of Landlord derived from the Building and
Land, excluding, however, state and federal personal or corporate income taxes
measured by the
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income of Landlord from all sources, and the costs of contesting by appropriate
proceeding the amount or validity of any of such taxes.
b. The parties recognize that, during the Term of this Lease
or any extension of it, the present real property tax may be wholly or partly
replaced or supplemented by another form of tax. In such an event, there shall
be included within the definition of Direct Tax Expenses any such tax, levy, or
assessment (other than federal, state, or city and county net income taxes or
estate, gift or other similar taxes) that, now or in the future, and whether or
not now customary or within the contemplation of the parties, may be charged to
Landlord and is (i) levied upon, allocable to, or measured by the rental payable
under this Lease, (ii) levied upon the business of owning and operating rental
properties to the extent such tax is applicable to the Premises leased, (iii)
levied upon or with respect to the possession, leasing, operation, management,
or occupancy by Tenant of the Premises or any portion of it, or (iv) levied upon
or measured by the value of Tenant's personal property of leasehold
improvements.
18 Estimate: The projection by Landlord of the amount of Direct
Expenses and Direct Tax Expenses for the stated calendar year and the amount of
increase, if any, over the estimate for the preceding calendar year.
B. General Definitions. As used throughout this Lease, the following
words have the meanings set out after such words, unless the context in which
they appear clearly indicates otherwise.
1 Alteration. Any addition or change to, or modification of, the
Premises made by Tenant after any initial fixturing period, including, without
limitation, the installation of fixtures, Tenant's trade fixtures, and Tenant's
improvements as defined in this Lease.
2 Authorized Representative. Any officer, agent, employee, or
independent contractor retained or employed by either party, acting within the
authority given him or her by that party.
3 Damage. Death, injury, deterioration, or loss to a person or injury,
deterioration, or loss to property caused by another person's acts or omissions.
4 Damages. Monetary compensation or indemnity that can be recovered in
the courts by any person who has suffered damage to the person, property, or
rights of such person through another's act or omission.
5 Destruction. Any damage, as defined in this lease, to or
disfigurement of the Premises.
6 Encumbrance. Any deed of trust, mortgage, or other written security
device or agreement affecting the Premises, and the note or other obligation
secured by it.
7 Expiration. The coming to an end of the time specified in the Lease
as its duration, including any extension of the Term, if applicable.
8 Good condition. The good physical condition of the Premises and each
portion of the Premises, including, without limitation, signs, windows,
appurtenances, and Tenant's personal property as defined in this Lease. "In good
condition" means in the condition for buildings of the Building's class, neat,
broom clean, and is equivalent to similar phrases referring to physical adequacy
in appearance and for use.
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9 Hold harmless. To defend and indemnify from all liability, losses,
penalties, damages as defined in this Lease, costs, expenses, including, without
limitation, attorneys' fees, causes of action, claims, or judgments arising out
of or related to any damage, as defined in this Lease, to any person or
property.
10 Law. Any judicial decision, constitution, statute, ordinance,
resolution, regulation, rule, administrative order, or other requirement of any
municipal, county, state, federal, or other government agency or authority
having jurisdiction over the parties or the Premises, or both, in effect either
at the time of execution of the Lease or at any time during the Term, including,
without limitation, any regulation or order of a quasi-official entity or body
such as Board of Fire Examiners or public utilities.
11 Lender. Beneficiary, mortgagee, secured party, or other holder of an
encumbrance, as defined in this Lease.
12 Lien. Charge imposed on the Premises by someone other than Landlord
by which the Premises are made security for the performance of an act. Most of
the liens referred to in this Lease are mechanics' liens.
13 Maintenance. Repairs, replacement, repainting and cleaning.
14 Person. One or more human beings or legal entities or other
artificial persons, including, without limitation, partnerships, corporations,
trusts, estates, associations, and any combination of human beings and legal
entities.
15 Provision. Any term, agreement, covenant, condition, clause,
qualification, restriction, reservation, or other stipulation in the lease that
defines or otherwise controls, establishes, or limits the performance required
or permitted by either party.
16 Rent. Base Rental, Additional Rental, Prepaid Rent, security
deposit, and other similar charges payable by Tenant to Landlord.
17 Restoration. Reconstruction, rebuilding, rehabilitation, and repairs
that are necessary to return destroyed portions of the Premises and other
property to substantially the same physical condition as they were in
immediately before the destruction.
18 Successor. Any assignee, transferee, personal representative, heir,
or other person or entity succeeding lawfully, and pursuant to the provisions of
this Lease, to the rights or obligations of either party.
19 Tenant's improvements. Any addition to or modification of the
Premises made by Tenant before, at, or after commencement of the Term,
including, without limitation, fixtures, but not including Tenant's trade
fixtures, as defined in this Lease.
20 Tenant's personal property. Tenant's equipment, furniture,
merchandise, and movable property placed in the Premises by Tenant, including
Tenant's trade fixtures, as defined in this Lease.
21 Tenant's trade fixtures. Any property installed in or on the
Premises by Tenant for purposes of trade, manufacture, ornament, or related use.
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22 Termination. The ending of the Term for any reason before
expiration, as defined in this Lease.
II. LEASING AND PAYMENT OF BASE RENTAL
A. Landlord leases to Tenant and Tenant rents from Landlord the Premises
for the Term and for the Rent as defined in Specific Definitions. Tenant agrees
to pay to Landlord each installment of Base Rental, in advance on the first
(1st) day of each month of the Term with the Rent for the first (1st) month of
the Term to be paid upon the execution of this Lease.
B. The Rent shall be paid by Tenant to Landlord, without deduction or
offset, in lawful money of the United States of America to The IBIS Group, c/o
Xxxxxx Xxxxxx & Associates, Inc. (Managing Agent), 000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, XX, 00000 or at such other place as Landlord may from time to
time designate in writing.
C. No security or guaranty which may now or subsequently be furnished
Landlord for the payment of the Rent or for performance by Tenant of the other
covenants or conditions of this Lease shall in any way be a bar or defense to
any action in unlawful detainer, or for the recovery of the Premises, or to any
action which Landlord may at any time commence for a breach of any of the
covenants or conditions of this Lease.
III. ADDITIONAL RENTAL
Tenant shall pay to Landlord as Additional Rent its pro rata share of
increase in Direct Expenses and Direct Tax Expense. Landlord shall endeavor to
give to Tenant on or before the Adjustment Date a statement of any increase in
Additional Rental payable by Tenant under this Lease, but failure by Landlord to
give such a statement by such a date shall not constitute a waiver by Landlord
of its right to require an increase in Additional Rental. If Tenant's Additional
Rental payable under this Lease as shown on the Adjustment Date statement is
greater or less than the total amounts actually billed to and paid by Tenant
pursuant to the estimate during the year covered by such statement, a payment
shall be made by Landlord or Tenant, whichever the case may be, within thirty
(30) days.
Even though the Term has expired or terminated, and Tenant has vacated
the Premises when the final determination is made of Tenant's pro rata share of
increase in Direct Expenses and Direct Tax Expense for the year in which this
Lease expires or terminates, Tenant shall immediately pay any increase due over
the estimate, and, conversely, any overpayment made in the event such Expenses
decrease shall be immediately refunded by Landlord to Tenant.
IV. SECURITY
Tenant shall pay to Landlord upon the execution of this Lease the
Security Deposit required in Specific Definitions. Landlord shall not be
required to segregate the Security Deposit from its other funds and no interest
shall accrue or be payable with respect to it.
V. OCCUPANCY
A. The Premises shall be deemed ready for immediate occupancy in its
"as is" condition.
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B. In the event that the Premises are not ready for Tenant's occupancy
at the time of the commencement of the Term fixed by this Lease, this Lease
shall not be affected thereby, but in such event no rent shall be due hereunder
until Landlord shall have given notice of completion to the Tenant or Tenant
shall have in fact occupied the Premises unless the reason for the Premises not
being ready are due to acts of Tenant, in which case Rent shall be due as called
for under the terms of this Lease.
VI. WORK TO BE PERFORMED BY LANDLORD
Landlord shall not be required to perform any work upon the Premises of
any type or nature unless a special agreement to that effect is expressed in a
rider attached to and forming a part of this Lease, also known as the "Tenant
Work Letter" and then only to the extent such work is set forth in the Tenant
Work Letter.
VII. RELOCATION OF TENANT
Notwithstanding anything herein to the contrary, Landlord does hereby in
all cases retain the right and power to relocate Tenant within the Building or
in a building in which Landlord or the partners of the Landlord have an interest
in space which is comparable to the Premises and suited to the Tenant's use,
such right and power to be exercised reasonably and such relocation to be made
at Landlord's sole cost and expense. Landlord shall not be liable or responsible
for any claims, damages, or liabilities in connection with or occasioned by such
relocation. Landlord's reasonable exercise of such right and power shall
include, but shall in no way be limited to, a relocation to consolidate the
rentable area occupied in order to provide Landlord services more efficiently,
or a relocation to provide contiguous vacant space to a prospective tenant. If
such a relocation is deemed necessary, such relocation shall be limited to once
during the first initial two year term upon sixty (60) days notice to Tenant.
VIII. USE OF PREMISES
The leased Premises, or any part thereof, shall not be used by anyone
except the Tenant, its invitees, customers and employees and shall be used or
permitted to be used for no use other than the Use permitted in Specific
Definitions above.
Tenant acknowledges and agrees with Landlord that the Building should be
maintained and preserved as a prestigious and first class office Building and
that its special character arising from its location should be specifically
protected and preserved. Tenant therefore represents that it is not leasing the
Premises, and it will not use such Premises, for any purpose other than that
provided in this Lease. Tenant further agrees that Landlord may refuse to
consent to the assignment of this Lease or the subletting of the Premises for
any of the following prohibited uses: an educational facility of any type
including correspondence schools, employment agencies, model agencies, spas,
health, physical fitness or exercise salons, small loan offices, real estate
brokers, residential land development offices, dentist or other professions or
businesses that by their nature tend to generate excess customer traffic or any
other use which Landlord in good faith determines will or is likely to demean
the character of the Building or its environment, and such refusal shall not be
considered unreasonable.
Moreover, Tenant specifically agrees that Landlord's leasing of any
portion of the Building of which the Premises are a part for any of the
foregoing prohibited uses shall not constitute or be deemed to constitute a
waiver of Landlord's right to prohibit Tenant from assigning or subletting the
leased Premises or any part thereof for any such prohibited use.
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The Tenant will not, without the prior written consent of the Landlord,
permit the preparation, dispensing or serving of any beverages and/or foods
within the leased Premises, except that this shall not prohibit the consumption
of hot and cold beverages or the consumption of sandwiches.
Tenant shall not use the Premises so as to subject the Premises to the
provisions of the Industrial Site Recovery Act, N.J.S.A. 13: 1k-6 et seq.
("ISRA") nor shall Tenant permit any hazardous substances or hazardous waste as
defined in ISRA, the Spill Compensation and Control Act (N.J.S.A. 58:10-23.11 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. sec. 6901 et seq.),
the Comprehensive Environmental Response Compensation and Liability Act (422
U.S.C. sec. 9601 et seq.) or any other State or Federal environmental law or
regulation to be brought to the Premises or the property of Landlord on which
the Premises are located. Tenant agrees to execute such documents as are
reasonable required by Landlord in connection with compliance with ISRA and, if
by reason of the activities of the Tenant at the Premises the Landlord's
property is subjected to provisions of ISRA, Tenant agrees that it shall do all
that is necessary in order to comply with the Environmental Clean-Up
Responsibility Act including, at Landlord's option, (a) preparing and filing
affidavits with ISRA so as to determine that ISRA does not apply to the
premises, and/or (b) undertaking reasonable tests as are required from time to
time to prepare clean up plans and implementing same, and/or (c) submitting such
other and further information under oath so that Landlord may obtain a "negative
declaration", and/or (d) obtaining an approved Clean-Up Plan and implementing of
same so that Landlord may obtain an "negative declaration".
IX. PARKING
Landlord assigns to Tenant a number of parking spaces equal to three
point seven per thousand square foot (3.7/1,000 S.F.). The spaces that the
Tenant is entitled to shall be located in Landlord's outside parking lot (the
"Outside Parking Area"). These spaces will not be specifically designated for
the exclusive use of the Tenant, however, but rather shall be available to all
tenants of the Building. The use of parking spaces assigned to Tenant shall be
subject to such rules and regulations as may be established by Landlord,
including all signs and notices posted by Landlord in the Outside Parking Area,
or roadways leading thereto. Landlord reserves the right to designate all spaces
in the Outside Parking Area as reserved for the tenants of IBIS PLAZA NORTH and
SOUTH. Tenant agrees to comply with any law, regulation or ordinance regarding
"car pooling" of employees.
X. TENANT WORK LETTER
Tenant accepts the Premises in "as is" condition.
XI. ALTERATIONS, MECHANICS' LIENS
Tenant shall not make, directly or indirectly, any alterations without
first obtaining the written consent of Landlord. Any alteration shall become at
once a part of the realty and belong to Landlord subject, however, to Landlord's
right to require removal and restoration as provided in Surrender of Premises
of this Lease. Tenant shall keep the Premises and the Building free from any
liens arising out of any work performed, material furnished, or obligations
incurred by Tenant. Tenant agrees that if Tenant shall make any alterations of
the Premises, Tenant will not take such action until five (5) days after receipt
by Tenant of the written consent of Landlord required by this paragraph, in
order that Landlord may post appropriate notices to avoid any possible liability
with respect to mechanics' liens or other such claims. Tenant shall at all times
permit such notices to be posted and to remain posted until the completion and
acceptance of such work. Consent for such alterations shall not be unreasonably
withheld by Landlord.
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XII. COMPLIANCE WITH LAW
Tenant shall, at its sole cost and expense, comply with all laws
pertaining to Tenant's use of the Premises, and shall faithfully observe all
laws in the use of the Premises. The judgment of any court of competent
jurisdiction, or the admission of Tenant in any action or proceeding against
Tenant, whether Landlord be a party to it or not, that Tenant has violated any
law in the use of the Premises shall be conclusive of that fact as between
Landlord and Tenant. Without limiting the generality of the foregoing, the
duties of Tenant under this provision shall include the making of all such
alterations of the premises as may be required by law by reason of the
particular manner or mode of use of the premises by Tenant, or occasioned by
reason of the failure of Tenant to maintain or repair the premises as required
under this Lease.
XIII. REPAIR
By taking possession of the Premises leased under this Lease, Tenant
accepts the Premises as being in good sanitary order, condition, and repair.
Tenant's acceptance without written exception also constitutes a confirmation by
the Tenant that all Landlord's work has been done in conformance with the Work
Letter without defect. Tenant, at Tenant's sole cost and expense, shall keep the
Premises and every part of it in good condition and repair, damage to it by
fire, earthquake, act of God or the elements excepted. Tenant waives all rights
to make repairs at the expense of Landlord as provided in any law, statute, or
ordinance now or subsequently in effect. Upon the expiration or earlier
termination of the Term, Tenant shall surrender the Premises to Landlord in the
same condition as when received, ordinary wear and tear and damage by fire,
earthquake, act of God or the elements excepted. No representations respecting
the conditions of the Premises or the Building have been made by Landlord to
Tenant except as specifically stated in this Lease.
XIV. RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the rules and
regulations printed on or attached to this Lease and all reasonable
modifications of and additions to it from time to time put into effect by
Landlord. Landlord shall not be responsible to Tenant for the nonperformance by
any other tenant or occupant of the Building of any of such rules and
regulations.
XV. RESTRICTIONS ON USE
No use shall be made or permitted to be made of the Premises, nor acts
done, that will increase the existing rate of insurance upon the Building, or
cause a cancellation of any insurance policy covering such Building, or any part
of it, nor shall Tenant sell, or permit to be kept, used, or sold, in or about
the Premises any article that may be prohibited by the standard form of fire
insurance policies. Tenant shall, at Tenant's sole cost and expense, comply with
any and all requirements, pertaining to the Premises, of any insurance
organization or company necessary for the maintenance of reasonable fire and
public liability insurance covering such Building and appurtenances.
Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or injure or annoy them, or use or allow
the Premises to be used for any immoral, unlawful, or objectionable purposes. No
loudspeakers or other similar device, system, or apparatus which can be heard
outside the Premises shall, without the prior written approval of Landlord, be
used in or at the Premises. Tenant shall not commit, or suffer to be
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committed, any waste upon the Premises, or any nuisance, public or private, or
other act or thing of any kind that may disturb the quiet enjoyment or cause
unreasonable annoyance of any other tenant in the Building.
XVI. INDEMNITY AND EXCULPATIONS; INSURANCE
A. Exculpation and Indemnity of Landlord. Landlord shall not be liable
to Tenant for any damage to Tenant or Tenant's property, and Tenant waives all
claims against Landlord for damage to person or property from any cause. Tenant
shall hold Landlord harmless from all damages arising directly or indirectly out
of any damage or injury to any person or property occurring in, on, or about the
premises and the buildings.
B. Public Liability and Property Damage Insurance. Tenant at its cost
shall maintain public liability and property damage insurance with liability
limits of not less than $2,000,000.00 per occurrence insuring against all
liability of Tenant and its authorized representatives arising out of and in
connection with Tenant's use or occupancy of the premises.
All public liability insurance and property damage insurance shall
insure performance by Tenant of the indemnity provisions of this section. Both
parties shall be named as additional insureds, the policy shall contain
cross-liability endorsements, and shall be primary insurance as far as Landlord
is concerned.
C. Increase in Amount of Public Liability and Property Damage
Insurance. Not more frequently than every three (3) years, if, in the opinion of
Landlord's lender, the amount of public liability and property damage insurance
coverage at that time is not adequate, Tenant shall increase the insurance
coverage as reasonably required by Landlord's lender.
D. Waiver of Subrogation. The parties release each other, and their
respective authorized representatives, from any claims for damage or injury to
any person, or to the Premises and the Building and other improvements in which
the Premises are located, and to the fixtures, personal property, Tenant's
improvements, and alterations of either Landlord or Tenant in or on the Premises
and the Building and other improvements in which the Premises are located that
are caused by or result from risks insured against under any fire and extended
coverage insurance policies carried by the parties and in force at the time of
any such damage. Tenant shall cause each insurance policy obtained by it to
provide that the insurance company waives all right of recovery by way of
subrogation against Landlord in connection with any damage covered by any
policy.
E. Other Insurance Matters. All the insurance required under this Lease
shall:
1 Be issued by insurance companies authorized to do business in the
State of New Jersey, with a financial rating of at least an A + 3A status as
rated in the most recent edition of Best's Insurance Reports.
2 Be issued as a primary policy.
3 Contain an endorsement requiring thirty (30) days written notice from
the insurance company to both parties and Landlord's lender before cancellation
or change in the coverage, scope, or amount of any policy.
4 Be renewed not less than twenty (20) days before expiration of the
term of the policy.
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Each policy, or a certificate of the policy, together with evidence of
payment of premiums, shall be deposited with Landlord at the commencement of the
Term and on each renewal of the policy.
XVII. UTILITIES
Landlord and Tenant hereby agree that all utilities (gas, electric,
water and sewer) supplied to the Premises are separately metered and Tenant
shall pay the cost of same. Landlord is obligated under this Lease to provide
all water, sewer, electric and HVAC systems and equipment as required for
general office purposes. Landlord shall not be liable for, and Tenant shall not
be entitled to, any abatement or reduction of rent by reason of Landlord's
failure to furnish any of the foregoing when such failure is caused by accident,
breakage, repairs, strikes, lockouts, or other labor disturbances or labor
disputes of any character, or by any other cause, similar or dissimilar, beyond
the reasonable control of Landlord. Landlord shall not be liable under any
circumstances for loss of business or injury to property, however occurring,
through or in connection with, or incidental to, failure to furnish any of the
foregoing. Landlord is obligated to complete repairs within a reasonable period
of time and to take all steps possible not to interfere with Tenant's occupation
and quiet enjoyment of the property during said repairs. Wherever
heat-generating machines or equipment are used in the Premises by Tenant which
affect the temperature otherwise maintained by the building air-conditioning
system, Landlord shall have the right to install supplementary air-conditioning
units in the premises and its cost, including the cost of installation and the
cost of operation and maintenance, shall be paid by Tenant to Landlord forthwith
upon demand. Tenant shall pay for all services and utilities not furnished by
Landlord.
XVIII. PERSONAL PROPERTY TAXES
All property taxes assessed by any governmental body upon Tenant's
personal property and Tenant's improvements shall be paid by Tenant and, should
these taxes be applied in any manner to the real property taxes, Tenant, upon
demand, will pay such personal property taxes to Landlord, who in turn will pay
them to the proper tax collector.
XIX. SURRENDER OF PREMISES
Tenant agrees that prior to the expiration of the Term of the Lease, or
upon the earlier termination of the Lease, or upon Tenant's unlawful abandonment
of the Premises, whichever occurs first, Tenant will leave the Premises in the
same condition as when received, reasonable wear and tear, loss by fire or other
casualty, and acts of God excepted, and if Tenant made any alteration or
improvement of the Premises, with or without Landlord's consent as required by
the terms of this Lease, Tenant will in all cases restore the Premises
substantially to their original condition as of the inception of the term of the
Lease, wear and tear, loss by fire or other casualty, and acts of God excepted,
unless Landlord has expressly set forth in writing that a particular alteration
or improvement shall not be removed.
XX. SURRENDER OF LEASE
The voluntary or other surrender of this Lease by Tenant, accepted by
Landlord, or the mutual cancellation of this Lease, shall not work a merger and
shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies or operate as an assignment to Landlord of any or all of such
subleases or subtenancies.
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XXI. ENTRY BY OWNER
Tenant shall permit Landlord and its authorized representatives to
enter the Premises at all reasonable times for purposes of inspection,
maintenance, or making repairs or additions to, or alterations of, any other
portion of the buildings, including the erection and maintenance of such
scaffolding, canopies, fences, and props as may be required, or for the purpose
of posting notices of non-liability for alterations or repairs, without any
liability to Tenant for any loss of occupation or quiet enjoyment of the
Premises occasioned by such acts, and Tenant shall permit Landlord, at any time
within ninety (90) days prior to the expiration of this Lease, to list and show
such Premises during normal business hours or otherwise and advertise same for
rental within the Building or otherwise at sole option of Landlord. Landlord is
obligated to complete repairs within a reasonable amount of time and to take all
steps possible not to interfere with Tenant's occupation and quiet enjoyment of
the property during said repairs.
XXII. ESTOPPEL CERTIFICATES
Tenant shall at any time and from time to time, upon not less than
twenty (20) days prior written request by Landlord, execute, acknowledge, and
deliver to such party a statement in writing certifying that this Lease is
unmodified and in full force and effect, or if there has been any modification
of this Lease that it is in full force and effect as modified and stating the
modification or modifications, and that there are no defaults existing, or if
there is any claimed default stating its nature and extent, and stating the
dates to which the rent and other charges have been paid in advance. It is
expressly understood and agreed that any such statement delivered pursuant to
this section may be relied upon by any prospective purchaser of the estate of
Landlord, or any lender or prospective assignee of any lender on the security of
the Premises or the property of which it is a part, or any part of it, and by
any third person.
XXIII. ABANDONMENT OF PREMISES; TRADE FIXTURES
Tenant shall not vacate or abandon the Premises at any time during the
Term. If Tenant abandons, vacates, or surrenders the Premises, or is
dispossessed by process of law, or otherwise, any personal property belonging to
Tenant and left on the Premises shall be deemed to be abandoned, and, at the
option of Landlord, such property may either be removed and stored in any public
warehouse or elsewhere at the cost of and for the account of Tenant.
XXIV. REMOVAL OF TRADE FIXTURES OF TENANT AT END OF TERM
If Tenant shall fully and faithfully perform all of Tenant's
obligations under this Lease, then Tenant may, and upon the request of Landlord
shall, remove all trade fixtures installed in the Premises by Tenant at the
expiration or termination of the Term of this Lease, or any renewal of this
Lease, provided that such removal may be effected without damage to the
Premises.
XXV. OPTION TO EXTEND
No option to extend this Lease exists under any circumstance unless a
written addendum executed by both Landlord and Tenant is attached hereto as an
exhibit whether at the time of execution or thereafter but always prior to the
termination, breach or expiration of the Lease Term.
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XXVI. HOLDING OVER
Any holding over after the expiration of the Term of this Lease without
the consent of Landlord shall be construed to be a tenancy from month to month
at a rent equal to TWICE (2 times) the rent payable as if this Lease were still
in force and effect.
XXVII. GRACE PERIOD
A. No default or breach of any of the covenants and conditions shall
exist on the part of Landlord or Tenant until the party claiming default or
breach shall serve upon the other a written notice, as provided in this Lease,
specifying with particularity the alleged default or breach, and the other party
shall fail to perform or observe such a covenant or condition, as the case may
be, within thirty (30) days after the serving of such notice on it ("Grace
Period").
B. In the event, however, that any damage be incurred or created, or
interest be charged by reason of lapse of time due to the failure or omission of
such party to have performed or observed such covenant or condition, then such
party shall bear and pay for such damage or discharge such interest as
additional rental under this Lease.
C. The foregoing Grace Period shall not apply to rent payments, other
payments required of Tenant under this Lease, the time of such payments being of
the essence of this Lease nor shall the Grace Period apply to breaches of Tenant
that affect the compliance with laws, restrictions on use, alterations,
insurance, Estoppel Certificate, insolvency, subletting and other "time
sensitive" breaches.
D. If either party shall be delayed or prevented from the performance
of any act required by this Lease by reason of acts of God, strikes, lockouts,
labor troubles, inability to procure materials, restrictive laws, or other
cause, without fault and beyond the reasonable control of the party obligated
(financial inability excepted), performance of such act shall be extended for a
period equivalent to the period of such delay, provided, however, that nothing
in this section shall excuse Tenant from the prompt payment of any rent or other
charge required of Tenant except as may be expressly provided elsewhere in this
Lease.
XXVIII. EVENTS OF DEFAULT
Each of the following events shall constitute a default of Tenant
hereunder:
A. If the Basic Rent or any part thereof or the Additional Rent or any
part thereof due hereunder shall be unpaid when due.
B. If the Leased Premises shall be vacated, deserted, or abandoned
during the term hereof for a period for three (3) consecutive months.
C. If Tenant, contrary to the provisions of this Lease, shall sell,
assign or mortgage this Lease, or let or underlet the Leased Premises or any
part thereof, or use or permit the same to be used for any purpose other than
herein permitted.
D. If Tenant shall make an agreement or composition or an assignment
for the benefit of creditors, or if a receiver is applied for or appointed for
Tenant, or if there be filed a petition in bankruptcy or insolvency or for an
arrangement or reorganization by or against Tenant, or consented to by Tenant,
or if Tenant is adjudicated a bankrupt or is adjudged to be insolvent or if
Tenant is advertised to be sold out by any sale under process of law, or if the
assets or property of Tenant in the Leased Premises shall be attached
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or levied upon, or if this Lease or the estate of Tenant shall pass to another
by virtue of court proceedings, writ of execution or operation of law.
E. If Tenant fails to comply with any other provision of this Lease
which imposes an obligation upon the Tenant, or if Tenant otherwise violates any
provision or condition of this Lease.
XXIX. LANDLORD'S REMEDIES UPON DEFAULT
Landlord shall have the following remedies if Tenant commits a default.
These remedies are not exclusive but are in addition to any remedies now or
later allowed by law.
A. Landlord shall have the right either to terminate Tenant's right to
possession of the Premises and thereby terminate this Lease or to have this
Lease continue in full force and effect with Tenant at all times having the
right to possession of the premises. Should Landlord elect to terminate Tenant's
right to possession of the Premises and terminate this Lease, then Landlord
shall have the immediate right of entry and may remove all persons and property
from the Premises. Such property so removed may be stored in a public warehouse
or elsewhere at the cost and for the account of Tenant. The Landlord may relet
the premises for the purpose of mitigating damages suffered by Landlord because
of Tenant's failure to perform Tenant's obligations under this Lease.
B. Any proof of Tenant of the amount of rent loss that could be
reasonably avoided shall be made in the following manner: Landlord and Tenant
shall each select a licensed real estate broker in the business of renting
commercial property of the same type and use as the Premises, and in the same
geographic vicinity; such two (2) real estate brokers shall select a third (3rd)
licensed real estate broker; and the three (3) licensed real estate brokers so
selected shall determine the amount of rent loss that could be reasonably
avoided for the balance of the Term of this Lease after the time of award. The
decision of the majority of such licensed real estate brokers shall be final and
binding upon the parties to this Agreement.
C. Should Landlord, following any breach or default of this Lease by
Tenant, elect to keep this Lease in full force and effect, for so long as
Landlord does not terminate Tenant's right to possession of the Premises,
notwithstanding the fact that Tenant may have abandoned the Premises, then
Landlord, in addition to all other rights and remedies which Landlord may have
at law or in equity, shall have the right to enforce all of Landlord's rights
and remedies under this Lease. Notwithstanding any such election to have this
Lease remain in full force and effect, Landlord may at any time thereafter elect
to terminate Tenant's right to possession of the Premises and thereby terminate
this Lease for any previous breach or default which remains uncured, or for any
subsequent breach or default. For the purposes of Landlord's right to continue
this Lease in effect upon Tenant's breach or default, act of maintenance or
preservation, or efforts of Landlord to relet the property, or the appointment
of a receiver on initiative of Landlord to protect its interest under this
Lease, does not constitute a termination of Tenant's right to possession.
D. In the event Landlord elects, upon breach or default of this Lease
by Tenant, to keep this Lease in full force and effect, Landlord may, as
attorney-in-fact of Tenant, from time to time sublet the Premises or any part of
it for such term and at such rent and upon such other terms as Landlord in
Landlord's sole discretion may deem advisable, with the right to make
alterations, restoration, and maintenance to the Premises. Upon each such
subletting, (1) the Tenant shall be immediately liable to pay to Landlord, in
addition to indebtedness other than rent due under this Lease, the cost of such
subletting and of such alterations and repairs incurred by Landlord, and the
amount by which the rent under this Lease for the period of such subletting (to
the extent such period does not exceed the term of this Lease) exceeds the
amount agreed to be paid as rent for the Premises for such period of such
subletting, or (2) at the option of
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Landlord, rents received from such subletting shall be applied: first, to
payment of indebtedness other than rent due under this Lease from Tenant to
Landlord; second, to the payment of costs of such subletting and of such
alterations and repairs; third, to payment of rent due and unpaid under this
Lease; and the residue, if any, shall be held by Landlord and applied in payment
of future rents as they become due under this Lease. If Tenant has been credited
with any rent to be received by such subletting under option (1) and such rent
shall not be promptly paid to Landlord by the subtenant, or if such rent
received from such subletting under option (2) during any month be less than
that to be paid during that month by Tenant under this Lease, Tenant shall pay
any such deficiency to Landlord. Such deficiency shall be calculated and paid
monthly. No taking possession of the Premises by Landlord, as attorney-in-fact
for Tenant, shall be construed as an election on its part to terminate this
Lease unless a written notice of such intention be given to Tenant.
Notwithstanding any such subletting without termination, Landlord may at any
time thereafter elect to terminate this Lease for such previous breach. At
Landlord's option and application, a receiver for Tenant shall be appointed to
take possession of the Premises and to exercise Landlord's right to sublet the
premises as attorney-in-fact for Tenant and to apply any rent collected from the
premises as provided in this lease.
E. Nothing in this section affects the right of the Landlord to
indemnification for liability arising prior to the termination of the Lease for
personal injuries or property damage where the Lease provides for such
indemnification.
F. If Tenant shall be in default in the performance of any covenant to
be performed by it under this Lease, then, after notice and without waiving or
releasing Tenant from the performance of such covenant, Landlord may, but shall
not be obligated to, perform any such covenant, and in exercising any such right
pay necessary and incidental costs and expenses in connection with it. All sums
so paid by Landlord, together with interest on it at the maximum rate of
interest per year allowed by law, shall be deemed additional rental and shall be
payable to Landlord on the next rent-paying day.
G. Rent not paid when due shall bear interest at the maximum rate of
interest per year allowed by law from the date due until paid.
XXX. ATTORNEYS' FEES ON DEFAULT
If Landlord shall obtain legal counsel or bring an action against the
Tenant by reason of the breach of any covenant, warranty, or condition of this
Lease, or otherwise arising out of this Lease, Tenant, if unsuccessful shall pay
to the Landlord as the "prevailing party" reasonable attorneys' fees, which
shall be payable whether or not such action is prosecuted to judgment. The term
"prevailing party" shall mean the Landlord who obtains legal counsel or brings
an action against the Tenant by reason of the Tenant's breach or default and
obtains substantially the relief sought whether by compromise, settlement or
judgment.
XXXI. ASSIGNMENT OR SUBLETTING
A. Tenant shall not assign this Lease or any interest in it, and shall
not sublet the Premises or any part of it or any right or privilege appurtenant
to this Agreement or permit any other person, the agents and servants of Tenant
excepted, to occupy or use the Premises or any portion of it without first
receiving the written consent of Landlord. Landlord agrees not to unreasonably
withhold such consent but may, in lieu of granting such consent, terminate this
Lease. A consent to one assignment, subletting, or occupation and use by another
person shall not be deemed to be a consent to any other or further assignment,
subletting, or occupation, nor a waiver of the provisions of this section,
except as to the specific instance covered by it. Any such assignment,
subletting, or occupation without consent shall be void and shall at the option
of
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Landlord terminate this Lease. This Lease and any interest in it shall not be
assignable as to the interest of Tenant by operation of law without the written
consent of Landlord.
B. Any transfer of shares by Tenant by reason of which the present
shareholders own less than fifty-one percent (51%) of the outstanding stock of
Tenant or a surviving corporation shall constitute an assignment of this Lease
subject to the provisions limiting assignment.
C. Except as otherwise expressly provided in this Lease, Tenant shall
remain fully liable on this Lease and shall not be released from performing any
of the terms, covenants, and conditions of this Lease unless Landlord consents.
D. Tenant immediately and irrevocably assigns to Landlord, as security
for Tenant's obligations under this Lease, all rent from any subletting of all
or a part of the Premises as permitted by this Lease, and Landlord, as assignee
and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on
Landlord's application, may collect such rent and apply it toward Tenant's
obligations under this Lease, except that, until the occurrence of an act of
default by Tenant, Tenant shall have the right to collect such rent.
E. In no event shall Tenant assign this Lease or sublet the Premises, or
any portion of it, to any then-existing or prospective Tenant of the buildings.
F. Tenant agrees to reimburse Landlord for all expenses and time,
including attorneys' fees, incurred by Landlord in connection with any requested
and permitted assignment or subleasing. This sum shall be in addition to the
attorneys' fees and costs allowed under this Lease.
XXXII. TRANSFER BY LANDLORD; RELEASE FROM LIABILITY
In the event Landlord shall sell or transfer the buildings or any part
of it, and as a part of such transaction shall assign its interest as Landlord
in and to this Lease, then from the effective date of such a sale, assignment,
or transfer Landlord shall have no further liability under this Lease to Tenant
except as to any matters of liability that have accrued and are unsatisfied and
of which the Landlord has been given written notice as of such a date, it being
intended that the covenants and obligations contained in this Lease on the part
of Landlord shall be binding upon Landlord and its successors and assigns only
during their respective periods of ownership of the fee or leasehold estate, as
the case may be and any undisclosed claims or causes of action of the Tenant are
waived and released.
XXXIII. DAMAGE TO OR DESTRUCTION OF PREMISES
In the event of a partial destruction of the Premises from any cause
covered by Landlord's standard fire and extended coverage insurance, Landlord
shall immediately repair such destruction, provided the cost of repair does not
exceed the insurance proceeds and such repairs can be made within ninety (90)
days, but such partial destruction shall in no way annul or void this Lease, and
Tenant shall not be entitled to a proportionate reduction of rent while such
repairs are being made. If such partial destruction was caused by any risk not
covered by Landlord's insurance, or if the cost of repair exceeds the insurance
proceeds payable, Landlord may, at its option, make such repairs, provided the
repairs can be made within ninety (90) days, and the Lease shall remain in full
force and effect. If the Landlord does not elect to make repairs it is not
obligated to make, or if such repairs cannot be made within ninety (90) days, or
if such repairs cannot be made under law, this Lease may be terminated at the
option of either party. In the event the building is destroyed to the extent of
not less than thirty-three and one-third percent (33 1/3%) of the replacement
cost
15
of it, Landlord may elect to terminate this Lease, whether the Premises are
injured or not and without liability to Tenant. A total destruction of the
Premises, or of the building, shall terminate this Lease. In the event of any
dispute between Landlord and Tenant relative to the provisions of this section,
they shall submit their dispute to arbitration in accordance with the rules of
the American Arbitration Association. The arbitration shall take place in the
State of New Jersey. New Jersey law shall apply. A written decision is to be
required and requested from the Arbitrator by both parties. The arbitration
shall be final and binding upon both Landlord and Tenant. If the American
Arbitration Association and/or the Arbitrator refuses to provide the parties
with a written opinion then this clause requiring Arbitration shall be void and
of no force and effect. The cost of such arbitration shall be borne equally
between Landlord and Tenant.
XXXIV. EMINENT DOMAIN
If all or any part of the Premises shall be taken or appropriated by any
public or quasi-public authority under any power of eminent domain, either party
to this Agreement shall have the right, at its option, to terminate this Lease
upon notice given within ninety (90) days after the date of such taking or
appropriation. In such event, Landlord shall be entitled to, and Tenant upon
demand of Landlord shall assign to Landlord, any rights of Tenant to any and all
income, rent, award, or any interest which may be paid or made in connection
with such public or quasi-public use or purpose, and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease.
XXXV. SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST
This Lease shall be subject and subordinate at all times to the lien of
any mortgages now or hereafter placed on the land and buildings of which the
Leased Premises form a part and also to all renewals, modifications,
consolidations and replacements thereof. Although no instrument or act on the
part of the Tenant shall be necessary to effectuate such subordination, the
Tenant, nevertheless, covenants and agrees to execute and deliver upon demand
such further instrument or instruments subordinating this Lease to the lien of
any such mortgage or mortgages as shall be desired by any mortgagee or proposed
mortgagee. Tenant further acknowledges that the Landlord may be required by any
mortgagee or proposed mortgagee to assign this Lease as additional security for
any mortgage or proposed mortgages, and Tenant agrees that it will upon demand
join with Landlord in the execution of any such assignment or agreement, which
may be in form for recording, as any such mortgagee or proposed mortgagee may
reasonably require. Tenant's failure to comply on demand with the provisions
hereof shall constitute a default under this Lease. Tenant hereby appoints
Landlord attorney-in-fact, irrevocably, to execute any such instruments for
Tenant.
XXXVI. WAIVER
The waiver by Landlord of any breach of any term, covenant, or condition
contained in this Lease shall not be deemed to be a waiver of such term,
covenant, or condition, or of any subsequent breach of such term, covenant, or
condition, or of any other term, covenant, or condition in this Lease. The
acceptance of rent under this Lease by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant, or condition of
this Lease other than Tenant's breach in failing to pay the particular rent so
accepted regardless of Landlord's knowledge of such additional preceding breach
at the time of the acceptance of such rent.
XXXVII. MISCELLANEOUS
A. Time is of the essence of this Lease and each and all of its
provisions.
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B. All notices to be given to Tenant may be given in writing personally
or by depositing such notices in the United States mail, certified mail, return
receipt requested, postage prepaid, and addressed: if to Tenant, at Tenant's
Address for Notices as set forth in Specific Definitions or at such other place
or places as Tenant may from time to time designate in writing; if to Landlord,
at the Landlord's Address for Notices as set forth in Specific Definitions, or
at such other place or places as Landlord may from time to time designate in
writing.
C. This Lease represents the entire agreement of the parties with
respect to the parties' rights and duties under this Lease. Tenant acknowledges
that neither Landlord nor any agent, servant, or representative of Landlord, or
any person purporting to act on Landlord's behalf, has made any representation,
warranty, or statement with respect to the amount of taxes that may or will be
assessed against the Premises or about the cost of any insurance required to be
secured by Tenant under this Lease or any other matter relating to this Lease
that is not expressly covered in this Lease. With respect to such matters,
Tenant is relying upon Tenant's own independent investigation and sources of
information, and Tenant expressly waives any right Tenant might otherwise have
under the law to rescind this Lease or to claim damages by reason of the fact
that such taxes or assessments or costs of insurance may be in excess of any sum
deemed reasonable by Tenant, or in excess of any amount Tenant anticipated
paying under this Lease.
D. This Lease contains all the agreements of the parties with respect to
the subject matter and cannot be amended or modified except by a written
agreement.
E. The Definitions contained at the beginning of and in the text of this
Lease shall be used to interpret this Lease.
F. Landlord shall not become or be deemed a partner or a joint venturer
with Tenant by reason of the provisions of this Lease.
G. The table of contents and headings of the sections of this Lease are
descriptive and for convenience only, are not a part of this Lease, and shall
have no effect on the construction or interpretation of this Lease.
H. All provisions, whether stated as covenants or conditions, on the
part of Tenant shall be deemed to be both covenants and conditions.
I. 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. In addition, the Landlord may pursue 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
case made and provided as if the particular provisions of the applicable
statutes or regulations were set forth herein at length.
J. 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 test of the
within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal
or legal representatives, successors and assigns.
17
K. The Tenant shall not erect, make or maintain on or attach or affix to
any part of the Leased Premises or the Building in which the same is located,
including the windows and doors of said Building, but excluding interior walls
within Leased Premises except those visible from the exterior, any sign,
fixture, other representation, advertisement, notice of any kind or any other
matter which is visible from any location outside of such Building or the Leased
Premises, or visible from the lobby of such Building, without the express
written consent of the Landlord obtained prior to commencement of the Lease. In
the event that such restriction is violated, the Landlord shall have the right
to remove same on twenty-four (24) hours notice or to pursue any other remedy
available to it at law or in equity, including but not by way of limitation, the
right to declare a default in the Lease.
L. The Tenant agrees to pay for the cost of all telephone equipment and
installation including telephone outlets throughout the Leased Premises unless a
telephone system communications company agrees to pay for same.
M. Tenant covenants and agrees that no diminution of light, air, or view
by any structure which may subsequently be erected, whether or not by Landlord,
shall entitle Tenant to any reduction of rent under this Lease, result in any
liability of Landlord to Tenant, or in any other way affect this Lease.
N. Tenant shall not use the name of the Building for any purpose other
than as the address of the business conducted by Tenant in the Premises without
the written consent of Landlord.
0. Common facilities for purposes of this Lease shall mean the
non-assigned parking areas, landscape, lobby, fire stairs, public hallways,
public lavatories, and all other general building facilities that service all
Building tenants; air conditioning room, fan room, janitor's closet, electrical
closet, telephone closet, boiler room, flues stacks, pipe shafts and vertical
ducts with their enclosing walls.
P. The Landlord will not provide any janitorial service but will provide
waste removal service by placing containers on the Premises for regular solid
waste, cardboard, glass and aluminum. This will not include any waste removal
for waste that requires special methods of disposal as prescribed by Federal,
State or local authorities.
Q. Tenant agrees not to conduct "Quitting Business", "Lost Our Lease",
"Bankruptcy", or other such types of sales on the Premises without Landlord's
written consent.
R. Any lettering, "logo" or design or artwork placed upon the entrance
doors to Tenant's Premises shall be subject to the reasonable approval of the
Landlord. If such signage requires permits from local authorities, the cost of
permits and approvals will be for the Tenant's account. Standard building
signage located next to entrance door of Premises will be Landlord's
responsibility.
S. Any reasonable rules and regulations with regard to the use and
occupancy of the Leased Premises and the Building of which they are a part by
the Tenant as attached hereto or as adopted at any time during the term of this
Lease and of which the Tenant is notified, shall in all things be observed and
performed by the Tenant, its servants, agents, and invitees, provided that such
rule shall not be inconsistent with the Tenant's rights or the Landlord's
obligations as herein expressed.
T. At least ninety (90) days before the last day of the Term, Tenant
shall give to Landlord a written notice of intention to surrender the Premises
on that date, but nothing contained in this Lease shall be construed as an
extension of the Term or as consent of Landlord to any holding over by Tenant.
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U. Submission of this instrument for examination or signature by Tenant
does not constitute a reservation of or option for lease, and it is not
effective as a lease or otherwise until execution and delivery by both Landlord
and Tenant.
V. The provisions of this Lease shall, subject to the provisions as to
assignment, apply to and bind the heirs, successors, administrators, and
executors, of the parties.
W. This Lease shall be construed and interpreted in accordance with the
laws of the State of New Jersey.
An Addendum one page in length describing the Renewal Option is
attached to this Lease and same is incorporated in this Lease and made a part
of it.
The parties have executed this Agreement this day of , 1997.
------------------------------- ------------------------------------
WITNESS: THE IBIS GROUP, BY: Partner
------------------------------- ------------------------------------
ATTEST, SECRETARY YARDVILLE NATIONAL BANK, BY:
Corporate Resolution authorizing the Tenant's leasing of the Premises and
execution of this Agreement is attached hereto and made a part hereof as Exhibit
"A".
CERTIFICATION BY TENANT
Tenant certifies that Tenant has carefully read and understood every
word in this Lease and by signing this Lease agrees to faithfully comply with
its provision
------------------------------- ------------------------------------
WITNESS: THE IBIS GROUP, BY: Partner
------------------------------- ------------------------------------
ATTEST, SECRETARY YARDVILLE NATIONAL BANK, BY:
ADDENDUM
OPTION
Provided that Tenant shall not be in default of any terms, provisions,
conditions or covenants herein at the time of the exercise of this option and at
the time said option shall take effect, and provided further that Tenant is
substantially physically occupying the Leased Premises so as to enable Tenant to
carry out its business at the time of the exercise of the option and at the time
said option take effect, Tenant shall have the right to extend the term of this
Lease for one (1) additional period of one ( 1 ) year commencing on the date
following termination of the initial Term. Said option to extend the Term shall
be on the same terms, conditions, provisions and covenants as are set forth
herein, with the following exceptions:
A. The "Base Rental" during the option period shall be $45,000.00 per
annum (3,000 square feet times $15.00 per square foot) or $3,750.00 per month,
payable on the first (1st) day of each month. The "Base Operating Expense" of
$3.55 per square foot per month is included in and payable as part of the Base
Rental.
B. Nothing contained herein shall be construed to permit or grant any
option(s) or extension(s) of the Term beyond the option period set forth herein.
C. Notice: The option herein granted to extend the Term shall be
exercised by Tenant by the delivery of written notice thereof to Landlord, not
less than six (6) months prior to the expiration of the initial or first
extended Term as the case may be. In the event that Tenant shall fail to deliver
said notice within such time, it shall be conclusively deemed to mean that
Tenant has elected not to exercise said option, whereupon all options shall
cease and terminate and be of no further force and effect.
------------------------------- ------------------------------------
WITNESS THE IBIS GROUP, BY: Partner
------------------------------- ------------------------------------
ATTEST, SECRETARY TENANT, BY:
