Exhibit 10.29
FIFTH AMENDMENT TO LEASE
1. PARTIES
1.1 THIS AGREEMENT made the 20 day of October, 2003 is between XXXX-XXXX
REALTY,L.P. ("Lessor") whose address is c/o Xxxx-Xxxx Realty
Corporation, 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and MOVADO
GROUP, INC. ("Lessee"), whose address is Xxxx Centre II, One Xxxx
Drive, Paramus, New Jersey.
2. STATEMENT OF FACTS
2.1 Lessor and Lessee entered into a Lease dated December 21,2000,as
amended by First Amendment to Lease dated December 21,2000,Second
Amendment to Lease dated July 26,2001,Third Amendment to Lease dated
November 6.2001 and Fourth Amendment to Lease dated March 15,2002
(hereinafter collectively, the "Lease") covering approximately 63,673
gross rentable square feet on the third (3d) floor ("Existing
Premises") in the building located at Xxxx Centre II, One Xxxx Drive,
Paramus, New Jersey ("Building");and
2.2 Lessee desires to expand the Existing Premises by leasing approximately
16,744 gross rentable square feet on the third (3rd) floor of the
Building contiguous to the Premises ("Fourth Expansion Premises"), as
shown on Exhibit A attached hereto and made a part hereof; and
2.3 The parties desire to amend certain terms of the Lease as set forth
below.
3. AGREEMENT
NOW,THEREFORE, in consideration of the terms, covenants and conditions
hereinafter set forth, Lessor and Lessee agree as follows:
3.1 The above recitals are incorporated herein by reference.
3.2 All capitalized and non-capitalized terms used in this Agreement which
are not separately defined herein but are defined in the Lease shall
have the meaning given to any such term in the Lease.
3.3 The Term applicable to the Fourth Expansion Premises shall commence on
the date the Fourth Expansion Premises are delivered to Lessee (the
"Effective Date"), but in no event prior to February 1,2004, and shall
terminate at 1159 p.m. on June 30, 2013,said date being the Expiration
Date, as defined in the Lease. Lessor shall use reasonable efforts to
deliver the Fourth Expansion Premises to Lessee on or about February
1,2004but shall have no liability for failure to deliver same by said
date.
3.4 Lessor hereby leases the Fourth Expansion Premises to Lessee, and
Lessee shall accept the Fourth Expansion Premises on the Effective Date
in its "AS-IS" condition subject to any damage by casualty as set forth
in Section 10 of the Lease and with the Building systems serving the
Fourth Expansion Premises in good working order. Lessor represents that
to the best of its knowledge there are no unlawful quantities of
asbestos or contaminates in the Fourth Expansion Premises.
3.5 Lessee, at its sole cost and expense, shall perform improvement work to
the Fourth Expansion Premises. Notwithstanding anything herein to the
contrary, Lessor shall provide an allowance towards such improvements
work of up to THREE HUNDRED FIFTY THREE THOUSAND NINE HUNDRED
SIXTY EIGHT AND 00/100 DOLLARS ($353,968.00)("Lessor's Construction
Allowance"). In addition, notwithstanding anything herein to the
contrary, Lessor shall provide an additional allowance towards such
improvement work in an amount equal to up to SIXTY F N E THOUSAND EIGHT
HUNDRED THIRTY ONE AND 831100 DOLLARS ($65,831.83) ("Lessor's
Additional Construction Allowance"), which amount shall be paid
directly to Lessee in accordance with Exhibit B attached hereto.
3.6 From and after the Effective Date, the following shall be effective:
a. Lessor shall lease to Lessee and Lessee shall hire from Lessor the
Fourth Expansion Premises as shown on Exhibit A attached hereto and
made part hereof.
In addition to the Fixed Basic Rent payable applicable to the
Existing Premises, Lessee shall pay Lessor Fixed Basic Rent
applicable to the Fourth Expansion Premises which shall accrue as
follows and Paragraph 10 of the Preamble to the Lease shall be
deemed supplemented accordingly:
(Lease Years) Yearly Rate Monthly Installment
------------ ----------- -------------------
Effective Date -6130105 $326.508.00 $27.209.00
7/1/05 - 6130106 $359;996.00 $29;999.67
7/1/06 - 6130109 $368,368.00 $30,697.33
711109 - 6130113 $397,670.00 $33,139.17
Notwithstanding anything hereinabove to the contrary, Lessee's
obligation to pay the accrual of Fixed Basic Rent for the Fourth
Expansion Premises shall commence only on the eight (8) month ten
(10) day anniversary of the Effective Date.
d. Parking Spaces as defined in Paragraph 14 of the Preamble to the
Lease shall be amended to be a total of three hundred five (305)
spaces, fifty-nine (59) of which shall be assigned (the additional
16 reserved spaces as shown on Exhibit C) and two hundred sixty-two
(262) of which shall be unassigned.
e. Lessee shall pay Lessor the cost of electricity consumed within the
Fourth Expansion Premises in accordance with Article 22 Building
Standard Office Electrical Service of the Lease.
f. Lessee's Percentage applicable to the Fourth Expansion Premises
shall be 4.80%.
g. Lessee shall pay Lessor, as Additional Rent, Lessee's Percentage
applicable to the Fourth Expansion Premises of the increased cost to
Lessor for each of the categories set forth in Article 23
(Additional Rent) over the Base Period Costs set forth in Paragraph
2 of the Preamble of Lease. Notwithstanding anything hereinabove to
the contrary, Lessee shall have no obligation to pay Lessee'
Percentage applicable to the Fourth Expansion Premises of the
increased cost to Lessor over the Base Period Costs for the Fourth
Expansion Premises during the first twelve (12) months following the
Effective Date.
h. The term "Fourth Expansion Premises" shall have the same meaning as
the term "Premises" as in the Lease, and the Lease shall be deemed
amended accordingly. All terms and agreements contained in the Lease
shall apply to the Fourth Expansion Premises demised herein with the
same force and effect as if the same had been set forth in full
herein except as otherwise expressly provided in this Agreement.
3.7 This Agreement shall not extend or otherwise amend the Term or Fixed
Basic Rent applicable to the Premises as defined herein.
3.8 If (i) Lessee leases additional space in the Building during the
initial term of the Lease (other than the Fourth Expansion Premises),
and no broker, other than Lessee's Broker (as defined in Paragraph 3.9
hereof) is involved, or (ii) Lessee renews or extends the Lease,as the
case may be, pursuant to any options contained in the Lease, and no
broker, other than Lessee's Broker is involved, Lessee shall, subject
to the provisions hereinafter set forth, be entitled to receive an
additional allowance toward improvement work to be performed by Lessee
in an amount equal to two and one- half percent (2.5%)of the aggregate
basic rental for said additional space, expansion or renewal, as the
case may be, less any concessions ("Lessor's Further Construction
Allowance"). If a broker other than Lessee's Broker is appointed by
Lessee ("Lessee's Second Broker"), (a) Lessor's Further Construction
Allowance shall be an amount equal to the difference between five
percent (5%) of the aggregate basic rental for said additional space,
expansion or renewal, as the case may be, less any concessions and the
commission payable to Lessee's Second Broker, not to exceed two and
one-half percent (2.5%) of the aggregate basic rental for said
additional
space, expansion or renewal, as the case may be, less any concessions,
and (b) Lessee agrees to indemnify and hold Lessor harmless from any
and all claims of Lessee's Broker, and any future broker claiming to
have dealt with Lessee,other than Lessee's Second Broker, arising out
of or in connection with any such transaction. Notwithstanding anything
hereinabove to the contrary, (a) in no event shall Lessor be liable to
Lessee for any Lessor's Further Construction Allowance applicable to
any renewals or extensions beyond June 30,2018, and (b) in the event
Lessee is in default at a time when payment of Lessor's Further
Construction Allowance is due hereunder or a petition (voluntary or
involuntary) in bankruptcy is filed against Lessee at any time when
payment of Lessor's Further Construction Allowance is due hereunder,
said payment shall be deferred until the default is cured or the Lease
is assumed by the trustee in bankruptcy upon all of the terms and
conditions of the Lease. If the Lease is terminated as of a result of
the default or rejected by the bankruptcy trustee, any obligation of
Lessor to Lessee as to the deferred payment and all subsequent payments
provided for herein shall cease.
3.9 Each of Lessor and Lessee represent and warrant to the other that no
broker except CRESA Partners New Jersey, L.L.C. (as
successor-in-interest to Alexander Summer LLC ( "Lessee's Broker")
brought about this transaction, and each agrees to indemnify and hold
the other harmless from any and all claims of any other broker claiming
to have dealt with such party, arising out of or in connection with
negotiations of, or entering into of, this Agreement. In addition,
Lessee agrees to indemnify and hold Lessor harmless from any and all
claims of Lessee's Broker arising out of or in connection with the
agreement of Lessee's Broker to reduce its commission in connection
with this transaction to two percent (2%) and to two and one-half
percent (2.5%) for future transactions ,other than any claim as to
which Lessor is obligated to indemnify Lessee as provided below in this
Section 3.9 . Lessor agrees to pay Lessee's Broker a commission to
which it is entitled pursuant to a separate agreement, as modified by
letter agreement dated October ,2003 (receipt of a copy of both of
which Lessee acknowledges), and to indemnify and hold harmless Lessee
with respect to claims by Lessee's Broker that Lessor has failed to pay
said commission pursuant to the terms of, or that Lessor has otherwise
breached, that agreement, as modified.
3.10 Except as expressly amended herein, the Lease shall remain in full
force and effect as if the same had been set forth in full herein, and
Lessor and Lessee hereby ratify and confirm all of the terms and
conditions thereof.
3.11 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors
and permitted assigns.
3.12 Each party agrees that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the
Lease or this Agreement is invalid or unenforceable due to any failure
of this document to comply with ministerial requirements including, but
not limited to, requirements for corporate seals, attestations,
witnesses, notarizations, or other similar requirements, and each party
hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing.
IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this Agreement.
LESSOR LESSEE
XXXX-XXXX REALTY, L.P. MOVADO GROUP, MC.
By: Xxxx-Xxxx Realty Corporation,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------- --------------------------
Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Executive Vice President Title: General Counsel
(FLOOR PLAN)
THIRD (3RD) FLOOR
XXXX-XXXX CENTRE II
000 XXXX XXXX
XXXXXXX, XXX XXXXXX
Lessee may make the alterations required for Lessee's use of the Fourth
Expansion Premises (hereinafter the "Work") after the Effective Date of the
Fifth Amendment subject to the following:
a. Lessee, at its sole cost and expense, shall prepare and submit to
Lessor, for Lessor's and governmental approval, the following
descriptive information, detailed architectural and engineering
drawings and specifications (hereinafter the "Plans") for the Work.
The Plans shall be as complete and finished as required to
completely describe the Work and shall include, but not be limited
to, the following:
i. Demolition Plans depicting all existing conditions to be
removed, abandoned or cut patched.
ii. Architectural floor plans depicting partition locations and
types; door location, size, and hardware types.
iii. Structural plans, if required, depicting new structural
components and their connections to existing elements.
iv. Electrical plans depicting any new and existing electrical
wiring, devices, fixtures and equipment.
v. Mechanical plans depicting any new plumbing, piping, heating,
ventilating, air conditioning equipment, and duct work and its
connections to existing elements.
vi. Life Safety System plans depicting all new or altered alarm
system fixtures, devices, detectors and wiring within the
Fourth Expansion Premises and their connection to existing
systems.
vii. Coordinated reflected ceiling plan showing ceiling systems and
materials and all of the above items and their proximity to
one another.
viii. Finish plans showing locations and types of all interior
finishes with a schedule of all proposed materials and
manufacturers.
The Plans shall provide for all systems and construction components
complying with the requirements of all governmental authorities and
insurance bodies having jurisdiction over the Building.
b. The Plans for the Work are subject to Lessor's prior written
approval which shall not be unreasonably withheld, provided,
however, that Xxxxxx may in any event disapprove the Plans if they
are incomplete, inadequate or inconsistent with the terms of the
Lease or with the quality and architecture of the Building. Lessor
agrees to approve or disapprove the Plans within three (3) business
days of receipt of same (the "Lessor's Approval Period`'). If Lessor
disapproves the Plans or any portion thereof, Lessor shall promptly
notify Lessee thereof and of the revisions which Lessor reasonably
requires in order to obtain Lessor's approval Lessee shall, at its
sole cost and expense, submit the Plans, in such form as may be
necessary, with the appropriate governmental agencies for obtaining
required permits and certificates, Any changes required by any
governmental agency affecting the Work or the Plans shall be
complied with by Lessee in completing said Work at Lessee's sole
cost and expense. Lessee shall submit completed Plans to Lessor
simultaneously with Lessee's submission of said plans to the local
building department.
2. Lessor shall permit Lessee to solicit competitive pricing and select
its own general and/or individual subcontractors to perform the Work in
its sole cost subject to the following:
a. All general contractors shall be subject to Lessor's prior written
approval, which shall
Exhibit B - Page 1
c. Lessee shall be permitted to use the same team of architects and
contractors who built Lessee's current office space on the third
floor of the Building.
d. If Lessee does not use the same team of architects and contractors
who built Lessee's current office space on the third floor of the
Building, then Lessee shall use the Base Building Sub-Contractors
and their respective trades are set forth in Paragraph 6 below.
e. Lessee notifies Lessor in writing of Lessee's selection of general
and subcontractors.
f. All costs associated with the biding process soliciting competitive
pricing will be at the sole cost and expense of the Lessee.
3. Intentionally omitted.
4. If Lessee elects to engage another general contractor, or individual
sub-contractors, Lessee shall, at its sole cost and expense, complete
the Work. Lessee shall complete such Work through its own contractors
in accordance with the following terms and conditions:
a. Lessee's workmen and mechanics shall work in harmony and not
interfere with the labor employed by Lessor, Lessor's mechanics or
contractors or by any other Lessee or their mechanic or contractors,
if any. If at any time Lessee and or its contractors cause
disharmony or interference with the operation of the Building,
Lessor shall give forty-eight (48) hours written notice to Lessee
and Lessee shall promptly resolve any dispute so that the tenor of
the construction process and the operation of the Building is
returned to that which existed prior to Lessor's notice. Such entry
by Lessee's contractors shall be deemed controlled by all of the
terms, covenants, provisions and conditions of the Lease.*
b. Prior to the commencement of the Work, Lessee shall provide Lessor
with evidence of Lessee's contractors and sub-contractors carrying
such worker's compensation, general liability, personal and property
insurance required by law and in amounts no less than the amounts
set forth in Paragraph 8 herein. Lessor shall not be liable in any
way for any injury, loss or damage which may occur to any portion of
the Work, Lessee's decorations, or installments so made, the same
being solely at Lessee's risk.
c. All proposed Building System work, including the preparation of the
plans and specifications identified herein, shall be approved by
Lessor's engineers (the "Engineering Review"), and the reasonable
cost thereof shall be Lessee's responsibility.
x. Xxxxxx shall afford Lessee and its contractors the opportunity to
use the Building facilities in order to enable Lessee and its
contractors to perform the Work, provided however, that Lessee and
its contractors shall remain responsible for the scheduling and
transportation of materials and equipment used in the performance of
such work. Lessee shall give Lessor adequate prior notice with
regard to the scheduling and transportation of materials in and out
of the Building. Lessor shall furnish, at Lessor's expense, water,
electricity, heat and ventilation during the performance of the Work
during regular construction trade hours of 8:00 a.m. to 5:00 p.m.,
Monday through Friday, exclusive of trade holidays. Scavenger
service shall be provided by Lessor at Lessee's expense.
e. All plans, changes to the plans and work installed by Lessee and its
sub-contractors shall require inspections to be made by Lessor's
Base Building Sub-Contractors at Lessee's or Lessee's contractors
expense (the "Inspection Fees"). The Base Building Sub-Contractors
shall supply Lessor with certification that work so preformed has
been completed in accordance with the Plans which have been
previously approved by Lessor. If a Base Building Sub-Contractor is
selected and actually installs the work, the Inspection Fees
described in this paragraph with respect to such work shall not be
required.
Exhibit B - Page 2
f. Lessee shall be responsible for all cleaning and removal of debris
necessitated by the performance of the Work. If Lessee fails to
provide such cleaning and removal, the same may be performed by
Lessor on Lessee's behalf (except if the debris is only located
within the Premises, Lessor shall give Lessee three (3) days notice
prior to performing such work) and Lessee will pay Lessor an amount
equal to the contractor's charge therefore.
Neither the outside appearance nor the strength of the Building or
of any of its structural parts shall be affected by the Work.
The proper functioning of any of the Building Systems shall not be
adversely affected or the usage of such systems by Lessee shall not
be materially increased above the projected usage of such systems
indicated by the current plans and specifications of the Building.
i. Lessee and its general and sub-contractors shall be bound by and
observe all of the conditions and covenants contained in the Lease
and this Exhibit X.
x. Xxxxxx shall designate a "Project Manager" as its representative in
the Building who shall be responsible for coordination and
supervision of the Work as it pertains to the daily operation of the
Building. The Project Manager and his subordinates shall be granted
access to the Fourth Expansion Premises at all times during the
construction period.
5. Any part of the Work other than Lessee's trade fixtures and equipment
6. Lessor shall provide a cash contribution of up to THREE HUNDRED FIFTY
a. Copy of the Certificate of Occupancy (temporary and permanent)
issued by the local construction official;
b. AIA Document G704, Certificate or SUbStantial completion issued and
signed by Lessee's Architect;
c. Release of Lien statements from the general and all sub-contractors
associated with the Work and invoices evidencing the cost of said
work; and
d. Lessee shall provide Lessor a set of reproducible drawings of the
Plans and a "CAD" file (in .DWG or .DXF format) of the "As-Built"
Plans.
7. The Base Building Sub-Contractors are:
Fire Sprinkler Contractor
"To be provided by Lessor upon request from Lessee."
Electrical Contractor
"To be provided by Lessor upon request from Lessee."
Exhibit B - Page 3
Plumbing Contractor
"To be provided by Lessor upon request from Lessee."
HVAC Contractor
"TO be provided by Lessor upon request from Lessee."
8. Lessee's Contractor's Insurance:
a. The Lessee shall require any and all contractors of the Lessee
performing work on or about the Fourth Expansion Premises to obtain
and or maintain specific insurance coverage for events which could
occur while operations are being performed and which could occur
after the completion of the work. The insurance coverage of the
contractor shall be at least equal to the coverage required by
Article 30 of the Lease and the contractor shall name Lessor and, if
requested, Mortgagee as additional insureds on all policies of
liability insurance.
b. The contractor shall purchase and maintain such insurance as will
protect itself and Lessor and Lessee from claims set forth below
which may arise out of or result from its operations under the
contract and after contract completion with Lessee, whether such
operations are performed by the contractor or by any subcontractor
or by anyone directly or indirectly employed by any of them or by
anyone for whose acts any of them may be liable. The insurance
coverage shall include but not be limited to protection for:
i. Claims under Workers or Workmens Compensation, Disability
Benefits, and other Employee Benefit Acts;
ii. Claims for damages because of bodily injury, occupational
sickness, disease or death of its employees;
iii. Claims for damages because of bodily injury, sickness,
disease, or death of any person other than its employees;
iv. Claims for damages insured by the usual personal injury
liability coverages which are sustained by (i) any person as a
result of an offense directly or indirectly related to the
employment of such person by the contractor, or (ii) by any
other person;
v. Claims for damages, other than to the work itself, because of
injury to or destruction of tangible property, including loss
of use resulting therefrom;
vi. Claims for damages because of bodily injury or death of any
person and or property damage arising out of the ownership,
maintenance, or use of any motor vehicle; and
vii. Claims which include the foregoing, but not limited thereto,
which may occur while operations are being performed and
claims which may occur after operations are completed.
c. Lessee shall secure evidence of Lessee's contractor's insurance
coverage adequate to protect Lessor and Lessee.
d. The contract between the Lessee and its contractor shall require
that the Lessee's contractor hold the Lessor harmless in a form and
manner equal to the indemnity agreement in Article 33,
"Indemnification" of the Lease agreement.
e. Lessee shall cause to be executed a waiver of all subrogation rights
rights their contractors have or may have against Lessor and any
Mortgagee involved in the Fourth Expansion Premises in any way, for
damages caused by fire or other perils so insured.
-END-
EXHIBIT C
LOCATION OF ADDITIONAL RESERVED PARKING SPACES
XXXX-XXXX CENTRE
II 000 XXXXXXXX
XXXXXXX. XXX XXXXXX
