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EXHIBIT 10.3
CONSENT TO SUBLEASE
This CONSENT TO SUBLEASE ("Consent"), dated as of the 18th day of June,
1997 is being entered among MEADOWLANDS ASSOCIATES, a New Jersey limited
partnership, having an office c/o Bellemead Management Co., Inc. at 280
Corporate Center, 0 Xxxxxx Xxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx
00000-0000 ("Landlord"), ALEXANDER & ALEXANDER CONSULTING GROUP, INC., a New
Jersey corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx
("Tenant") and MOVADO GROUP, INC. a New York corporation, having an office at
000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Subtenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a certain lease dated as of
October 7, 1986 (said lease as the same was or may hereafter be amended is
hereinafter called the "Lease") for a portion ("Premises") of the building
("Building") known as and located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx;
and
WHEREAS, Subtenant desires to sublet from Tenant a portion ("Sublet
Space") of the Premises in accordance with that certain sublease ("Sublease")
between Tenant, as sublessor and Subtenant, as sublessee, a copy of which is
attached hereto as Exhibit A;
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, it is mutually covenanted
and agreed as follows:
A. Unless otherwise defined, all terms contained in this Consent shall,
for the purposes hereof, have the same meaning ascribed to them in the Lease.
B. Landlord consents to the subletting of the Sublet Space by Tenant to
Subtenant, upon and expressly subject to the following terms and conditions, to
each of which Tenant and Subtenant expressly agree:
1. Nothing herein contained shall be construed to modify, waive, impair
or affect any of the covenants, agreements, terms, provisions, or conditions
contained in the Lease (except as herein expressly provided), or to waive any
breach thereof, or any rights of Landlord against any person, firm, association
or corporation liable or responsible for the performance thereof, or to enlarge
or increase Landlord's obligations or decrease Landlord's rights under the
Lease, and all covenants, agreements, terms, provisions and conditions of the
Lease are hereby mutually declared to be in full force and effect.
2. Unless and except as otherwise specifically provided in the Lease or
this Consent, the provisions of Articles 11 and 48 of the Lease shall apply to
any further subletting or assignment of all or any part of the Premises. In
such event, Landlord shall retain its rights under Articles 11 and 48 of the
Lease.
3. Tenant shall be and remain liable and responsible for the due
keeping, performance and observance of all the covenants, agreements, terms,
provisions and conditions set forth in the Lease on the part of the Tenant to
be kept, performed and observed and for the payment of the Minimum Rent,
Adjusted Minimum Rent and additional rent and all other sums now and/or
hereafter becoming payable thereunder, expressly including as such (but not
limited to) adjustments of rent, and any and all charges for any additional
electric energy, property, material, labor, utility or other similar or
dissimilar services or materials rendered, supplied or furnished by Landlord,
in or in connection with, the Premises or any part thereof, whether for or at
the request of Tenant or Subtenant.
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4. The Sublease shall be subject and subordinate at all times to the
Lease and to all of the covenants, agreements, terms, provisions and conditions
of the Lease and to this Consent, and neither Tenant nor Subtenant shall do or
permit anything to be done in connection with the Subtenant's occupancy of the
Sublet Space, or any part thereof, which would violate any of said covenants,
agreements, terms, provisions and conditions.
5. Tenant and Subtenant agree that Landlord is not responsible for the
payment of any commissions or fees in connection with this transaction and each
agrees to indemnify, defend and hold Landlord, its partners, directors or
officers and their affiliates and/or subsidiaries harmless from and against any
claims, liability, losses or expenses, including attorneys' fees, court costs
and disbursements incurred by Landlord during settlement, at trial or on
appeal, in connection with any claims for commission by any broker or agent in
connection with this transaction.)
6. Upon the expiration, or any earlier termination of the term of the
Lease or in case of the surrender of the Lease by Tenant to Landlord, the
Sublease and the term and estate thereby granted shall expire and come to an
end as of the effective date of such expiration, termination or surrender, and
Subtenant shall vacate the Sublet Space on or before such date. In case of the
failure of Subtenant to so vacate, Landlord shall be entitled to all the rights
and remedies which are available to a landlord against a tenant holding over
after the expiration of a term and Tenant shall remain primarily liable for any
damages suffered by Landlord. Upon the expiration or any earlier termination of
the term of the Lease or in case of the surrender of the Lease by Tenant to
Landlord, Subtenant shall, at the request of Landlord, attorn to and accept
Landlord as sublandlord under the Sublease for the balance of the term of the
Sublease and be bound to perform all of the obligations imposed by the Sublease
upon Subtenant, except that Subtenant shall pay Landlord for the remainder of
the term of the Sublease rent at fair market value to be reasonably determined
in good faith by Landlord, considering applicable market conditions. Such
attornment shall be evidenced by an agreement in form and substance
satisfactory to Landlord which Subtenant shall execute and deliver within five
(5) days after request by Landlord. Subtenant waives the provisions of any law
now or hereafter in effect which may give Subtenant any right of election to
terminate the Sublease of to surrender possession of the Sublet Space in the
event any proceeding is brought by Landlord to terminate the Lease.
7. Subtenant agrees that if Subtenant, at Landlord's sole discretion,
should become a direct tenant of Landlord for the Premises or any part thereof
upon the expiration or earlier termination of the Lease, Landlord shall not (a)
be liable for any previous act or omission of Tenant under the Sublease, (b) be
subject to any offset or credit which shall theretofore have accrued to
Subtenant against Tenant, (c) have any obligation whatsoever with respect to
any security deposited under the Sublease, (d) be bound by any previous
prepayment of rent or any other advance payment of monies due under the
Sublease, and (e) be responsible for the payment of any commission or fees in
connection with a direct lease between Landlord and Subtenant. Subtenant agrees
to indemnify, defend and hold Landlord, its partners, directors or officers and
their affiliates and/or subsidiaries harmless from and against any claims,
liability, losses or expenses, including attorneys' fees, court costs and
disbursements incurred by Landlord during settlement, at trial or on appeal, in
connection with any such direct lease.
8. In case of the violation by Tenant or Subtenant of any of the
covenants, agreements, terms, provisions and conditions hereof, Landlord may
give written notice of such violation to Tenant and/or Subtenant (such notice
to be delivered personally or by mail addressed to said parties at the
Premises), and if such violation
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shall not be discontinued or corrected within a reasonable time as specified in
such notice, Landlord may, in addition to Landlord's other remedies, revoke
this Consent. Reference in this Consent to any particular remedy shall not
preclude Landlord from any other remedy in law or in equity.
9. No alterations, additions (electrical or otherwise), or physical
changes shall be made in the Premises, or any part thereof, except pursuant to
the covenants, agreements, provisions, terms and conditions of the Lease.
10. Tenant and Subtenant agree that (i) a copy of the Sublease has
been furnished to Landlord; (ii) Landlord is not a party to the Sublease and is
not bound by the provisions thereof; and (iii) notwithstanding the foregoing,
the Sublease will not be modified or amended in any way without the prior
written consent of Landlord.
11. Tenant and Subtenant jointly and severally represent and agree
that Subtenant is financially responsible, of good reputation, and engaged in
a business which is in keeping with the standards of Landlord in those respects
for the Building and its occupancy.
12. Tenant agrees to pay over to Landlord from time to time upon
Landlord's request fifty percent (50%) of all consideration payable by
Subtenant to Tenant to the extent required by Section 48.4 of the Lease. Tenant
and Subtenant represent and warrant to Landlord that no compensation of any
kind other than as set forth in the Sublease has been or will be paid by
Subtenant to Tenant in connection with the Sublease. Tenant and Subtenant agree
to provide sworn statements to Landlord within five (5) days after Landlord's
request therefor showing the rent actually charged by Tenant to Subtenant and
in connection therewith Landlord shall be authorized to examine, copy and audit
all pertinent books and records of Tenant and Subtenant which Tenant and
Subtenant agree to produce at their sole cost and expense at the request of
Landlord. If Landlord's review of any of said books or records discloses that
compensation other than as set forth in the Sublease has been paid by Subtenant
to Tenant, Tenant shall promptly pay fifty percent (50%) thereof to Landlord
together with interest at the highest rate allowed under law and the cost of
Landlord's review.
13. Tenant agrees that it is solely responsible for obtaining all
permits and approvals required by any governmental or quasi-governmental agency
for any work or otherwise required in connection with the Sublease. Upon
execution of the Consent, Tenant shall pay to Landlord $3,000.00, as
additional rent, pursuant to Section 48.9 of the Lease. Tenant hereby agrees
that said $3,000.00 charge is fair and reasonable.
14. If Tenant breaches any of the terms and provisions of the Lease,
Landlord may elect, under N.J.S.A. 2A:42-4, as same may be amended, to receive
directly from Subtenant all sums due or payable to Tenant by Subtenant pursuant
to the Sublease, and upon receipt of Landlord's notice, Subtenant shall
thereafter pay to Landlord any and all sums becoming due or payable under the
Sublease and Tenant shall receive from Landlord a corresponding credit for such
sums against any payments then due or thereafter becoming due from Tenant.
Neither the giving of such written notice nor the receipt of such direct
payments shall cause Landlord to assume any of Tenant's duties, obligations
and/or liabilities under the Sublease, nor shall such event impose upon
Landlord the duty or obligation to honor the Sublease nor subsequently to
accept Subtenant's attornment pursuant to Sections 6 and 7 hereof.
15. Tenant and Subtenant agree that if Subtenant breaches any term
of the Sublease, Landlord may, at its option and for its own sole benefit,
exercise against Subtenant all or any of the rights and remedies that Tenant
has against Subtenant at law, in equity or
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under the Sublease. Tenant acknowledges that the exercise by Landlord of all or
any of the foregoing rights and remedies against Subtenant shall not preclude
Landlord from pursuing any right or remedy against Tenant. The exercise by
Landlord against Subtenant of any or all of Tenant's rights and remedies shall
neither cause Landlord to assume any of Tenant's duties, obligations and/or
liabilities under the Sublease nor impose upon Landlord the duty or obligation
to honor the Sublease nor subsequently to accept Subtenant's attornment
pursuant to Sections 6 and 7 hereof.
16. Tenant agrees to hold any and all payments due under the Sublease
as a trust fund to be applied first to the satisfaction of all of Tenant's
obligations under the Lease and hereunder before using any part thereof for any
other purpose.
17. This Consent may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any change is sought.
18. This Consent shall not be binding upon Landlord unless and until
it is signed by Landlord.
19. Alexander & Alexander Services Inc. ("Guarantor") executed a
Guaranty dated October 7, 1986 in favor of Landlord. By executing this Consent,
Guarantor confirms and ratifies, pursuant to Paragraph 2.(f) of the Guaranty,
that the obligations of Guarantor under the Guaranty shall continue to apply to
all of the terms and provisions of the Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
duly executed as of the 18th day of June, 1997.
LANDLORD:
WITNESSED BY: MEADOWLANDS ASSOCIATES
By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.,
/s/ Xxxxxxx Melager General Partner
--------------------------
Name: M. Melager By: /s/ X. Xxxxxxxxx
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(Please Print) Xxxxxxx Xxxxxxxxx
President
AGENT FOR LANDLORD:
ATTESTED BY: BELLEMEAD MANAGEMENT CO., INC.
/s/ Xxxx Xxxxxxx Xxxx By: /s/ Xxxxxx Xxxxxx
------------------------- ---------------------------
Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx
Assistant Secretary Senior Vice President
APPLY CORPORATE SEAL HERE
TENANT:
ATTESTED BY: ALEXANDER & ALEXANDER CONSULTING
GROUP, INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- ---------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx
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(Please Print) (Please Print)
Title: Assistant Secretary Title: Vice President
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(Please Print)
APPLY CORPORATE SEAL HERE
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SUBTENANT:
ATTESTED BY: MOVADO GROUP, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx
------------------ --------------------
(Please Print) (Please Print)
Title: Corporate Secretary Title: President
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(Please Print)
GUARANTOR:
ATTESTED BY: ALEXANDER & ALEXANDER SERVICES INC.
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- ---------------------------
Name: Xxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx
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(Please Print) (Please Print)
Title: Assistant Secretary Title: Vice President
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(Please Print)
APPLY CORPORATE SEAL HERE
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EXHIBIT A
SUBLEASE AGREEMENT
This SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the
7th day of May, 1997 by and between Alexander & Alexander Consulting Group,
Inc., a New Jersey corporation ("Sublandlord") and Movado Group, Inc., a New
York Corporation ("Subtenant").
WHEREAS, Meadowlands Associates, a New Jersey Limited Partnership as
landlord ("Landlord"), and Sublandlord as tenant ("Tenant"), entered into a
Lease dated October 7, 1986 as modified pursuant to the First Amendment of
Lease dated October 27, 1986 and the Second Amendment of Lease dated December
28, 1993 collectively known as ("Master Lease") whereby Landlord leased
portions of the second floor and the fifth floor containing 74,303 rentable
square feet ("Master Premises") of the building located at 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx (the "Building"), as more particularly described in the
Master Lease, upon the terms and conditions contained therein. All capitalized
terms used herein shall have the same meaning ascribed to them in the Master
Lease unless otherwise defined herein. A copy of the Master Lease is attached
hereto as Exhibit "A" and made a part hereof.
WHEREAS, Sublandlord and Subtenant are desirous of entering into a
sublease for a portion of the Master Premises on the fifth floor shown
cross-hatched in black on the demising plan annexed hereto as Exhibit "B" and
made a part hereof ("Sublease Premises") on the terms and conditions hereafter
set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually
covenant and agree as follows:
1. Demised Premises. Sublandlord hereby subleases and demises
to Subtenant and Subtenant hereby hires and subleases from Sublandlord the
Sublease Premises (which the parties stipulate contain 17,862 rentable square
feet), upon and subject to the terms, covenants and conditions hereinafter set
forth. The Parties agree that the Licensed Area (as defined in section 21 and
as set forth on Exhibit "C" hereto) contains 625 rentable square feet. For the
duration of Sublandlord's use of the Licensed Area, notwithstanding anything to
the contrary contained herein, the Base Rental shall be $22,986.67/month.
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2. Lease Term.
(a) Lease Term. The term of this Sublease ("Term") shall be for a
term, commencing May 1, 1997, or on any later date upon which Landlord consents
to such Sublease and Sublandlord vacates the Sublease Premises (except the
Computer Room, as hereinafter defined) and notifies Subtenant ("Sublease
Commencement Date") and ending, unless sooner terminated as provided herein, on
July 30, 1999 ("Sublease Expiration Date").
3. Use. The Sublease Premises shall be used and occupied by Subtenant
for executive and administrative office use in compliance with the Master Lease
and for no other purpose.
4. Subrental.
(a) Base Rental. Subject to Section 1 and provided that Landlord has
consented to this Sublease, beginning with the Sublease Commencement Date and
thereafter during the Term of this Sublease and ending on the Sublease
Expiration Date, subtenant shall pay to Sublandlord $23,816.00/Month
($16.00/RSF/Annum) in monthly installments of base rent ("Base Rental").
The first monthly installment of Base Rental shall be paid by
Subtenant upon the execution of this Sublease. Base Rental and additional rent
(including without limitation, late fees) shall hereinafter be collectively
referred to as "Rent." Notwithstanding the above, Subtenant shall have the Base
Rental abated for the first 45 days of the Term from the Sublease Commencement
Date.
(b) Prorations. If the Sublease Commencement Date is not the first
(1st) day of a month, or if the Sublease Expiration Date is not the last day
of a month, a prorated installment of monthly Rent based on a thirty (30) day
month shall be paid for the fractional month during which the Term commenced
or terminated.
(c) Additional Rent. Beginning with the Sublease Commencement Date
and continuing to the Sublease Expiration Date, Subtenant shall pay to
Sublandlord as additional rent for this subletting all special or after-hours
cleaning, heating, ventilating, air-conditioning, elevator and other Building
charges incurred at the request of, or on behalf of, Subtenant, or with respect
to the Sublease Premises and all other additional expenses, costs and charges
payable to Landlord in connection with Subtenant's use of the Sublease Premises.
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(d) Operating Expenses. Beginning with the Sublease Commencement Date and
thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord
as additional rent for this subletting an amount equal to 6.41% ("Subtenant's
Share") of the excess of Building Operating Costs (as set forth in Article 36 of
the Master Lease) for the Building for 1998 and any subsequent calendar year
over the total amount of Building Operating Costs for the Building incurred by
Landlord during calendar year 1997 ("Base Year") pursuant to the terms and
conditions of the Master Lease. Subtenant's Share is a percentage which reflects
the ratio of the rentable square feet in the Sublease Premises to the rentable
square feet in the Building.
(e) Real Estate Taxes. Beginning with the Sublease Commencement Date and
thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord
as additional rent for this subletting 6.41% ("Subtenant's Share") of the excess
of Real Estate Taxes (as set forth in Article 36 of the Master Lease) for the
Building for 1998 and any subsequent calendar year over the total amount of Real
Estate Taxes for the Building incurred by Landlord during the Base Year pursuant
to the terms and conditions of the Master Lease. Subtenant's Share is a
percentage which reflects the ratio of the rentable square feet in the Sublease
Premises to the square feet in the Building.
(f) Payment of Rent. Except as otherwise specifically provided in this
Sublease, Base Rental shall be payable in lawful money without demand, and
without offset, counterclaim, or set off in monthly installments, in advance, on
the first day of each and every month during the Term of this Sublease.
Additional rent shall be paid to Sublandlord within twenty (20) days after
receipt of a statement setting out such additional rent amounts then due, such
payments to be made in both monthly estimated installments and annual
adjustments. All of said Rent is to be paid to Sublandlord at its office at the
address set forth in Section 11 herein, or at such other place or to such agent
and at such place as Sublandlord may designate by notice to Subtenant. Any
additional rent payable (including electric unless paid directly to the utility
company) on account of items which are not payable monthly by Sublandlord to
Landlord under the Master Lease is to be paid to Sublandlord as and when such
items are payable by Sublandlord to Landlord under the Master Lease unless a
different time for payment is elsewhere stated herein. Upon written request
therefor, Sublandlord agrees to provide Subtenant with copies of any statements
or invoices received by Sublandlord from Landlord pursuant to the terms of the
Master Lease.
(g) Late Charge. Subtenant shall pay to Sublandlord an administrative
charge at an annual interest rate equal to the prime rate
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charged by Citibank, N.A., plus two percent (2%) ("Interest Rate") on all
past-due amounts of Rent payable hereunder, such charge to accrue from the date
upon which such amount was due until paid.
5. Parking. Subtenant shall have the right, during the Term of this
Sublease to use up to 45 spaces in the parking areas serving the Building. All
such parking privileges shall be subject to the terms and conditions set forth
in Article 43 of the Master Lease.
6. Incorporation of Terms of Master Lease.
(a) This Sublease is subject and subordinate to the Master Lease.
Subject to the modifications set forth in this Sublease, the terms of the Master
Lease are incorporated herein by reference, and shall, as between Sublandlord
and Subtenant (as if they were Landlord and Tenant, respectively, under the
Master Lease) constitute the terms of this Sublease except to the extent that
they are inapplicable to, inconsistent with, or modified by, the terms of this
Sublease. In the event of any inconsistencies between the terms and provisions
of the Master Lease and the terms and provisions of this Sublease, the terms and
provisions of this Sublease shall govern. Subtenant acknowledges that it has
reviewed the Master Lease and is familiar with the terms and conditions thereof.
(b) For the purposes of incorporation herein, the terms of the Master
Lease are subject to the following additional modifications:
(i) In all provisions of the Master Lease (under the terms
thereof and without regard to modifications thereof for purposes of
incorporation into this Sublease) requiring the approval or consent of Landlord,
Subtenant shall be required to obtain the approval or consent of both
Sublandlord and Landlord.
(ii) In all provisions of the Master Lease requiring Tenant to
submit, exhibit to, supply or provide Landlord with evidence, certificates, or
any other matter or thing, Subtenant shall be required to submit, exhibit to,
supply or provide, as the case may be, the same to both Landlord and
Sublandlord. In any such instance, Sublandlord shall determine if such
evidence, certificate or other matter or thing shall be satisfactory.
(iii) Sublandlord shall have no obligation to restore or rebuild
any portion of the Sublease Premises after any destruction or taking by eminent
domain.
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(c) The following provisions of the Master Lease are specifically
excluded in their entirety: Article 33, Article 38, Article 46 (Broker),
Article 60, Article 61 and Article 62.
(d) Sublandlord affirms that so long as Subtenant is not in default
beyond any applicable grace periods, Sublandlord shall not exercise its rights
under second amendment, Article 11.
(e) Sublandlord represents that the Master Lease is (and will be on
the Sublease Commencement Date) in full force and effect, without modification,
and Sublandlord is not in default thereunder, nor is Landlord, and Sublandlord
has received no notice of default thereunder which remains uncured. Sublandlord
represents that it has not made any claims upon the Landlord.
7. Subtenant's Obligations. Subtenant covenants and agrees that all
obligations of Sublandlord under the Master Lease shall be done or performed by
Subtenant with respect to the Sublease Premises, except as otherwise provided by
this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord
as Sublandlord may determine to be appropriate or be required by the respective
interests of Sublandlord and Landlord. Subtenant agrees to indemnify
Sublandlord, and hold it harmless, from and against any and all claims, damages,
losses, expenses and liabilities (including reasonable attorneys' fees) incurred
as a result of the non-performance, non-observance or non-payment of any of
Subtenant's obligations under this Sublease. If Subtenant makes any payment to
Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the
rights of Sublandlord concerning said payment. Subtenant shall not do, nor
permit to be done, any act or thing which is a default under this Sublease or
the Master Lease.
8. Sublandlord's Obligations. Sublandlord agrees that Subtenant shall be
entitled to receive all services and repairs to be provided by Landlord to
Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for
all such services and shall not, under any circumstances, seek nor require
Sublandlord to perform any of such services, nor shall Subtenant make any claim
upon Sublandlord for any damages which may arise by reason of Landlord's default
under the Master Lease. Any condition resulting from a default by Landlord shall
not constitute as between Sublandlord and Subtenant an eviction, actual or
constructive, of Subtenant unless such condition constitutes an eviction, actual
or reconstructive, as between Sublandlord and Landlord and no such default shall
excuse Subtenant from the performance or observance of any of its obligations to
be performed or observed under this Sublease, or entitle Subtenant to receive
any reduction in or abatement of the Rent provided for in tis Sublease unless
such default
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excuses Sublandlord from the performance or observation of any of its
obligations under the Master Lease or entitles Sublandlord to receive any
reduction or abatement of Minimum Rent under the Master Lease. In furtherance of
the foregoing, Subtenant does hereby waive any cause of action and any right to
bring any action against Sublandlord by reason of any act or omission of
Landlord under the Master Lease. Sublandlord covenants and agrees with
Subtenant that Sublandlord will pay all fixed rent and additional rent payable
by Sublandlord pursuant to the Master Lease and perform all other obligations
of Sublandlord under the Master Lease with respect to the balance of the Master
Premises outside of the Sublease Premise to the extent that failure to perform
the same would adversely affect Subtenant's use or occupancy of the Sublease
Premises.
(a) If Landlord shall fail to observe or perform any of the
terms, covenants, conditions or agreements of the Master Lease, Subtenant, at
its sole cost and expense, shall be entitled to take or commence such actions as
are appropriate to enforce Landlord's observance or performance. Sublandlord
agrees to cooperate with Subtenant in the prosection of said actions provided,
however, that Subtenant hereby indemnifies and holds harmless Sublandlord from
any claim, liability or expense incurred by or threatened against Sublandlord by
reason of any such action taken by Subtenant (other than liability or expense
caused by Sublandlord's actions or omissions).
9. Default by Subtenant. In the event Subtenant shall be default of any
covenant of, or shall fail to honor any obligation under, this Sublease,
Sublandlord shall have available to it against Subtenant all of the remedies
available (a) to Landlord under the Master Lease in the event of a similar
default on the part of Sublandlord thereunder or (b) at law.
10. Quiet Enjoyment. So long as Subtenant pays all of the Rent due
hereunder and performs all of Subtenant's other obligations hereunder, Subtenant
shall have the right to peaceably and quietly have, hold and enjoy the Sublease
Premises.
11. Notices. Anything contained in any provision of this Sublease to the
contrary notwithstanding (other than the payment of Rent, as to which Subtenant
shall have the right to cure within the period of time set out in Section 4
hereof, Subtenant agrees, with respect to the Sublease Premises, to comply with
and remedy any default in this Sublease or the Master Lease which, under the
terms of this Sublease, is Subtenant's obligation to cure, within the period
allowed to Sublandlord under the Master Lease even if such time period is
shorter than the period otherwise allowed therein due to the fact that notice of
default from Sublandlord to Subtenant is given after the corresponding notice of
default from Landlord to Sublandlord; provided that
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Sublandlord shall have forwarded to Subtenant, promptly upon receipt thereof by
Sublandlord, a copy of each notice of default received by Sublandlord in its
capacity as Tenant under the Master Lease. Subtenant agrees to forward to
Sublandlord, promptly upon receipt thereof, copies of any notices received by
Subtenant from Landlord or from any governmental authorities. All notices,
demands and requests shall be in writing and shall be sent either by hand
delivery or by a nationally recognized overnight courier service (e.g., Federal
Express), in either case return receipt requested, to the address of the
appropriate party. Notices, demands and requests so sent shall be deemed given
when the same are received. Notices to Sublandlord shall be sent to the
attention of:
Alexander & Alexander Inc.
00000 Xxxx Xxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx
with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Notices to Subtenant shall be sent to the attention of:
Movado Group, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx Buonocure
Copy to: General Counsel
12. Broker. Sublandlord and Subtenant represent and warrant to each
other that, with the exception of LaSalle Partners ("Broker"), no brokers were
involved in connection with the negotiation or consummation of this Sublease.
Sublandlord agrees to pay a commission of the Broker pursuant to a separate
agreement. Each party agrees to indemnify the other, and hold it harmless, from
and against any and all claims, damages, losses, expenses and liabilities
(including reasonable attorneys' fees) incurred by said party as a result of a
breach of this representation and warranty by the other party.
13. Condition of Premises. Subtenant acknowledges that it is
subleasing the Sublease Premises "as-is" on the date hereof and that
Sublandlord is not making any representation or warranty concerning the
condition of the Sublease Premises and that Sublandlord is not obligated to
perform any work to prepare the Sublease Premises for Subtenant's
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13
occupancy provided, however, that the Sublandlord shall, at its expense,
promptly repair any damage to the Sublease Premises arising out of any act or
omission of Sublandlord or its employees, agents, officers, directors,
representatives or contractors prior to the Sublease Commencement Date.
Subtenant acknowledges that it is not authorized to make or do any alterations
or improvements in or to the Sublease Premises except as permitted by the
provisions of this Sublease and the Master Lease and that it must deliver the
Sublease Premises to Sublandlord on the Sublease Expiration Date in same
condition as they existed on the Sublease Commencement Date unless Landlord has
waived its right to require removal of such alterations and improvements made by
Subtenant.
14. Consent of Landlord. Article 48 of the Master Lease requires
Sublandlord to obtain the written consent of Landlord to this Sublease.
Sublandlord shall solicit Landlord's consent to this Sublease promptly
following the execution and delivery of this Sublease by Sublandlord and
Subtenant. In the event Landlord's written consent to this Sublease has not
been obtained within ninety (90) days after the execution hereof, then this
Sublease may be terminated by either party hereto upon notice to the other, and
upon such termination neither party hereto shall have any further rights
against or obligations to the other party hereto. Neither Sublandlord nor
Subtenant shall be obligated to incur any cost or expense in obtaining
Landlord's consent, Subtenant agrees to execute the attornment agreement
described in Section 48.5 of the Master Lease if Landlord so requests.
15. Termination of the Lease. If for any reason the term of the
Master Lease shall terminate prior to the Sublease Expiration Date, this
Sublease shall automatically be terminated and Sublandlord shall not be liable
to Subtenant by reason thereof unless said termination shall have been caused
by the default of Sublandlord under the Master Lease, and said Sublandlord
default was not as a result of a Subtenant default thereunder.
16. Assignment and Subletting.
(a) Independent of and in addition to any provisions of the
Master Lease, including without limitation the obligation to obtain Landlord's
consent to any assignment, it is understood and agreed that Subtenant shall
have no right to sublet the Sublease Premises or any portion thereof or any
right or privilege appurtenant thereto; provided, however, that Subtenant shall
have the right to assign this Sublease or any interest therein, and to suffer
or permit any other person to occupy or use the Sublease Premises, only upon
the prior written consent of Sublandlord and Landlord, which consent shall not
be unreasonably withheld. Any assignment by Subtenant without Sublandlord's
prior written consent shall be void and shall, at the option of Sublandlord,
terminate this Sublease.
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14
(b) Subtenant shall advise Sublandlord by notice of (i) Subtenant's
intent to assign this Sublease, (ii) the name of the proposed assignee and
evidence reasonably satisfactory to Sublandlord that such proposed assignee is
comparable in reputation, stature and financial condition to tenants then
leasing comparable space in comparable buildings, and (iii) the terms of the
proposed assignment. Sublandlord shall, within thirty (30) days of receipt of
such notice, and any additional information requested by Landlord concerning the
proposed assignee's financial responsibility, elect one of the following:
(i) Consent of such proposed assignment;
(ii) Refuse such consent, which refusal shall be on
reasonable ground; or
(iii) Elect to terminate the Sublease.
(c) In the event that Sublandlord shall consent to an assignment
under the provisions of this Section 16, Subtenant shall pay Sublandlord's
reasonable processing costs and reasonable attorneys' fees incurred in giving
such consent. Notwithstanding any permitted assignment, Subtenant shall at all
times remain directly, primarily and fully responsible and liable for all
payments owed by Subtenant under the Sublease and for compliance with all
obligations under the terms, provisions and covenants of the Sublease. If for
any proposed assignment, Subtenant receives Rent or other consideration, either
initially or over the term of the assignment, in excess of the Rent required by
this Sublease, after a deduction for the following: (a) any brokerage
commission paid by Subtenant in connection therewith and (b) any reasonable
attorneys' fees in connection with preparing and negotiating an assignment
document ("Profit"), Subtenant shall pay to Sublandlord as additional Rent,
fifty percent (50%) of such Profit or other consideration received by Subtenant
within five (5) days of its receipt by Subtenant or, in the event the assignee
makes payment directly to Sublandlord, Sublandlord shall refund fifty percent
(50%) of the Profit to Subtenant after deducting (a) and (b) above.
(d) Occupancy of all or part of the Sublease Premises by parent,
subsidiary, or affiliated companies of Subtenant shall not be deemed an
assignment or subletting provided that such parent, subsidiary or affiliated
companies were not formed as a subterfuge to avoid the obligation of this
Section. If Subtenant is a corporation, unincorporated association, trust or
general or limited partnership, then the sale, assignment, transfer or
hypothecation of any shares, partnership interest, or other ownership interest
of such entity or the dissolution, merger, consolidation, or other
reorganization
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of such entity, or the sale, assignment, transfer or hypothecation of the
assets of such entity, shall not be deemed an assignment or sublease subject to
the provisions of this Section.
19. Limitation of Estate. Subtenant's estate shall in all
respects be limited to, and be construed in a fashion consistent with, the
estate granted to Sublandlord by Landlord. In the event Sublandlord is
prevented from performing any of its obligations under this Sublease by a
breach by Landlord of a term of the Master Lease, then Sublandlord's sole
obligation in regard to its obligation under this Sublease shall be to use
reasonable efforts in diligently pursuing the correction or cure by Landlord of
Landlord's breach.
20. Security Deposit.
(a) For the period commencing on the date hereof and
continuing until the Sublease Expiration Date, Subtenant shall maintain in
effect an irrevocable, standby letter of credit from a bank satisfactory to
Sublandlord, naming Sublandlord as beneficiary in the sum of $23,816.00 as
security for the due and faithful payment as herein provided of the rent,
additional rent, charges and damages payable by Subtenant under this Sublease
or pursuant to law or for the due and faithful keeping, observance and
performance of all other covenants, agreements, terms, provisions and
conditions of this Sublease on the part of Subtenant to be kept, observed and
performed. If, at any time, Subtenant shall be in default beyond any applicable
notice and cure period in the payment of any such monies or in the keeping,
observance or performance of any such other covenant, agreement term,
provision or condition or such letter of credit if not renewed within 30 days
prior to its stated expiration date, Sublandlord may draw upon such letter of
credit by presenting a sight draft and a statement certifying that such a
default or failure to renew has occurred and, at its election, either hold such
amount as security or apply such amount to the payment of any such monies or to
the payment of the costs incurred by Sublandlord in curing such default, as the
case may be. If, as a result of any such application of all or any part of such
security, the amount of such letter of credit shall be less than $23,816.00
Subtenant shall forthwith deposit with Sublandlord cash in an amount equal to
the deficiency.
(b) On the Sublease Expiration Date, provided Subtenant is
not then in default beyond any applicable notice and cure periods under the
terms of this Sublease, the full amount of any cash security deposit (to the
extent not otherwise applied in accordance with the provisions hereof) plus
(subject to the Service Charge deduction) any interest earned thereon shall be
returned to Subtenant along with the letter of credit. In the event Subtenant is
in default on the Sublease Expiration Date, such date shall be extended by the
applicable notice and cure period, it being understood that if
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Subtenant does not then timely cure any such default. Subtenant's right to have
the cash security deposit returned shall be waived and Sublandlord may retain
such cash security deposit and may draw upon the letter of credit and retain
the proceeds thereof.
21. Sublandlord License. In accordance with the terms contained in this
Section 21, from the date hereof until August 1, 1997 or such earlier date as
Sublandlord shall vacate such space, Sublandlord shall have the right and
license to enter upon and use that portion of the Sublease Premises delineated
by cross hatching in Exhibit "C" hereto which prior to the date hereof was used
by Sublandlord as a location for certain computer equipment (the "Licensed
Area"). Sublandlord shall have the right to use the computer equipment located
therein on the date hereof. Sublandlord shall have the right to access, enter
upon and use the Licensed Area during normal business hours and Subtenant shall
provide card keys for such unrestricted access to the Licensed Area provided,
however, that in the event of an emergency Sublandlord shall give prior notice
to Subtenant's Director of Security at pager number 0 (000) 000-0000 x
16046115. Sublandlord will defend indemnify and hold Subtenant harmless from
any and all claims, liability, damage, cost, expense (including reasonable
attorney fees) arising out of or in connection with any act or omission of
Sublandlord during Sublandlord's use of the Licensed Area.
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22. Entire Agreement. It is understood and acknowledged that
there are no oral agreements between the parties hereto affecting this
Sublease and this Sublease supersedes and cancels any and all previous
negotiations, arrangements, brochures, agreements and understandings, if
any, between the parties hereto or displayed by Sublandlord to Subtenant
with respect to the subject matter thereof, and none thereof shall be
used to interpret or construe this Sublease. This Sublease, the exhibits
and schedules attached hereto and that certain letter agreement dated as
of the date herewith pursuant to which Sublandlord grants Subtenant the
right to use certain furniture and equipment in the Sublease Premises,
contain all of the terms, covenants, conditions, warranties and
agreements of the parties relating in any manner to the rental, use and
occupancy of the Sublease Premises and shall be considered to be the
only agreements between the parties hereto and their representatives and
agents. None of the terms, covenants, conditions or provisions of this
Sublease can be modified, deleted or added to except in writing signed
by the parties hereto. All negotiations and oral agreements acceptable
to both parties have been merged into and are included herein. There are
no other representations or warranties between the parties, with respect
to the subject matter hereof except as contained in this Sublease.
IN WITNESS WHEREOF, the parties have entered into this Sublease as of
the date first written above.
SUBLANDLORD:
Alexander & Alexander Consulting Group, Inc.,
a New Jersey corporation
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
Its: Vice President
SUBTENANT:
The Movado Group, Inc.
a New York Corporation
By: /s/ X. Xxxxxxxx
-------------------------------------
X. Xxxxxxxx
Its: President
18
EXHIBIT A
SECOND AMENDMENT OF LEASE
SECOND AMENDMENT OF LEASE dated as of December 28, 1993 between
MEADOWLANDS ASSOCIATES, a New Jersey limited partnership, having an address c/o
Bellemead Management Co., Inc., 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000
(hereinafter called "Landlord") and ALEXANDER & ALEXANDER CONSULTING GROUP,
INC., a New Jersey corporation having an address at 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Tenant").
W I T N E S S E T H:
WHEREAS:
A. Landlord and Tenant heretofore entered into a certain lease dated
October 7, 1986, as modified pursuant to a certain First Amendment of Lease
dated October 27, 1986 (said lease, as the same may be amended from time to
time, is hereinafter called the "Lease") with respect to premises on the second
(2nd) and fifth (5th) floors (the "Original Premises") of that certain office
building ("Building") known as and located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxxxx;
B. Tenant is desirous of increasing the size of the Demised Premises by
the addition of some 17,862 rentable square feet ("Additional Space") on the
fifth (5th) floor of the Building; and
C. The parties hereto desire to further modify the Lease in certain
respects.
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto modify said Lease as follows:
1. All terms contained in this Second Amendment of Lease that are
defined in the Lease, shall, for the purposes hereof, have the same meaning
ascribed to them in the Lease.
2. Notwithstanding anything to the contrary contained in the Lease,
the term for the Additional Space only shall commence on the Additional Space
Commencement Date (as hereinafter defined) and shall terminate on a date which
is five (5) years after the Additional space Commencement Date (the "Additional
Space
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Termination Date"). Landlord shall deliver to Tenant a notice ("Additional
Space Commencement Notice") confirming, among other things, the Additional
Space Termination Date. Tenant shall acknowledge receipt of the Additional
Space Commencement Notice by signing a copy of same and returning it to
Landlord within five (5) days after Tenant's receipt thereof. For the purposes
hereof, the period commencing on the Additional Space Commencement Date and
ending on the Additional Space Termination Date shall be referred to as the
"Additional Space Term".
3. The Demised Premises shall be expanded to incorporate the Additional
Space on or about May 1, 1994 (the "Estimated Additional Space Commencement
Date"). Notwithstanding the above, the Additional Space commencement date (the
"Additional Space Commencement Date") shall be the date upon which the work
required to be performed by the Landlord pursuant to the Work Letter attached
hereto as Schedule A (the "Additional Space Work") shall be substantially
completed. The Additional Space Work shall be deemed to be substantially
completed for all proposes hereunder, on the date upon which:
(i) Landlord has procured a temporary or permanent Certificate
of Occupancy, permitting occupancy of the Additional Space by
the Tenant; and (ii) The Landlord's architects shall have
certified that Landlord has substantially performed the
Additional Space Work. Substantial completion shall be deemed to
have occurred even though minor details of work remain to be
done, provided such details do not materially interfere with the
Tenant's use of the Additional Space, subject to Tenants
punch-list items which Landlord agrees to complete within a
reasonable time period and if possible, within thirty (30) days
from the date of request.
Notwithstanding anything to the contrary contained herein, Tenant's
obligation to pay Minimum Rent for the Additional Space shall commence on May
1, 1994 (the "Additional Space Rent Commencement Date", subject only to
Landlord Delays and Force Majeure Events (as such terms are hereinafter defined
in Paragraph 8 hereof).
As of the Additional Space Commencement Date, Exhibit A (Rental Plan)
to the Lease shall be modified by incorporating the attached Schedule B so
that the Rental Plan to the Lease shall consist of the original Exhibit A and
the attached Schedule B.
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4. A] The Lease is hereby amended to provide that Tenant shall pay an
annual Minimum Rent for the Additional Space only as follows:
THREE HUNDRED THIRTY THOUSAND FOUR HUNDRED FORTY SEVEN AND 00/100
DOLLARS ($330,447.00) for the period commencing on the Additional
Space Commencement Date and ending on the Additional Space
Termination Date, payable in advance on the first day of each
calendar month in equal monthly installments of TWENTY SEVEN
THOUSAND FIVE HUNDRED THIRTY SEVEN AND 25/100 DOLLARS ($27,537.25).
B] In addition to the Minimum Rent for the Additional Space
described above, Tenant shall pay to Landlord during each month of the
Additional Space Term the sum of FIVE THOUSAND FIVE HUNDRED SIXTY ONE AND
79/100 DOLLARS ($5,561.79) (the "Construction Reimbursement"), payable in
advance on the first day of each calendar month commencing on the Additional
Space Commencement Date and ending on the Additional Space Termination Date.
The Construction Reimbursement described in this paragraph 4 B]
represents the repayment of the Additional Construction Credit (as hereinafter
defined) over the Additional Space Term at an interest rate of nine percent
(9%). Failure to pay all or any portion of the Construction Reimbursement shall
entitle Landlord to the same rights and remedies as may be imposed for failure
to pay Minimum Rent hereunder.
C] Tenant shall continue to pay the Adjusted Minimum Rent for the
Original Premises in accordance with the terms of the Lease.
5. At all times during the Additional Space Term, Section 36.2 of the
Lease shall be modified to provide that the Demised Premises shall contain
74,273 square feet and that the Occupance Percentage shall be 26.67%.
6. Section 36.1 (3) and (4)of the Lease shall be modified so that the
First Operating Year and the First Tax Year for the Additional Space only shall
mean the calendar year ending December 31, 1994.
7. At all times during the Additional Space Term, Section 43.1 of the
Lease shall be modified so that Tenant's License for Allotted Parking shall be
for two hundred three (203) cars.
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8. Tenant agrees that it shall either approve Landlord's drawings for
the Additional Space or provide to Landlord on or before January 31, 1994, such
drawings and specifications required by Landlord for Tenant's layout,
partitioning, electrical, reflecting ceiling and other installations for the
approval and acceptance of Landlord. Landlord shall furnish and install in
accordance with such drawings, so much of the work required by Tenant by the
above drawings as allowed by a construction credit to Tenant of $357,240.00
(the "Construction Credit"). In addition to the Construction Credit, Landlord
shall provide to Tenant an additional construction credit of $267,930.00 (the
"Additional Construction Credit") to be applied towards any additional work
that Tenant requires in the Additional Space. To the extent Tenant's drawings
require work, the cost of which exceeds the Construction Credit and the
Additional Construction Credit, such work shall be reduced to an "Extra" or
"Change Order" to be executed by both Landlord and Tenant, which shall indicate
the work required, the cost thereof to be paid by Tenant, and the additional
time required, if any, for completion. The portion, if any, of the Construction
Credit that remains not designated for expenditure as of the Additional Space
Commencement Date shall be forever forfeited. If any portion of the Additional
Construction Credit is not utilized, the Construction Reimbursement described
in Paragraph 4 (B) hereof shall be modified to reflect the actual sums
expended. Tenant shall be responsible for any delays in completing the
Additional Space by reason of Tenant's failure to cooperate with Landlord,
Tenant's delays in submitting any drawings or specifications, or in supplying
information, or in approving drawings, specifications or estimates, or in
giving authorizations, or by reason of any changes by Tenant in any
designations previously made by Tenant, or by reason of any similar acts or
omissions of Tenant ("Tenant Delays"). Landlord shall be responsible for any
delays in completing the Additional Space by reason of Landlord's failure to
cooperate with Tenant, Landlord's failure to construct the Additional Space
within a reasonable time
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frame or by reason of any similar acts or omissions of Landlord ("Landlord
Delays"). Any other cause or factor beyond the reasonable control of Landlord
or tenant, including but not limited to strikes or other labor disputes,
accidents, orders or regulations of any federal, state, county or municipal
authority, delays due to adjustment of insurance claims, lack of availability
of materials, parts or services, acts of God, fire, earthquake, floods,
explosion, action of the elements, war, hostilities, invasion, insurrection,
riot, mob violence, sabotage or any other similar cause that is beyond the
reasonable control of Landlord or Tenant shall be deemed to be force majeure
("Force Majeure Events").
9. Landlord agrees that for each trade to be subcontracted out in
connection with Landlord's construction of the Additional Space (except for
demolition, general drywall construction, carpeting and ceiling repair),
Landlord shall request bids from no fewer than three (3) subcontractors. In
addition, Landlord's profit derived from the construction of the Additional
Space shall be limited to the compounded sum of general conditions equal to 6%
of the total cost to prepare the Additional Space for Tenant's occupancy,
overhead equal to 5% of the total cost to prepare the Additional Space for
Tenant's occupancy and profit equal to 5% of the total cost to prepare the
Additional Space for Tenant's occupancy. Tenant may, upon request review any of
the subcontractor's bids in connection with the construction of the Additional
Space.
10. Tenant covenants, represents and warrants that no real estate
broker other than La Salle Partners (the "Broker") is responsible for bringing
about or negotiating this Second Amendment of Lease and Tenant has not dealt
with any broker other than the Broker in connection with the consummation of
this Second Amendment of Lease. Landlord represents and warrants that Landlord
has not dealt with any broker (other than the Broker) in connection with the
consummation of this Second Amendment of Lease. In accordance with the
foregoing representation, Tenant and Landlord each
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covenants and agrees to pay, defend, hold harmless and indemnify the other and
its directors, officers, partners, and their affiliates and/or subsidiaries
from and against any and all cost, expenses, including attorney's fees (in
settlement, at trial or on appeal), court costs and disbursements or liability
for any commission or other compensation claimed by any broker or agent acting
through or on behalf of Tenant or Landlord other than the Broker with
respect to this Second Amendment of Lease.
11. As of the date hereof, the following provision shall be applicable
to the Additional Space:
RENEWAL OPTION FOR ADDITIONAL SPACE
"11.1 Subject to the provisions of Section 11.2 below, Tenant shall
have the option to renew this Lease with respect to the Additional Space only
for an additional term commencing as of the date immediately following the
Additional Space Term and continuing through April 30, 2002 (the "Additional
Space Renewal Term"). The terms, covenants and conditions during the Additional
Space Term, including but not limited to the definitions of the First Tax Year
and First Operating Year as set forth in Paragraph 6 hereof, shall be projected
and carried over into the Additional Space Renewal Term, except as specifically
set forth hereinafter.
(a) The Minimum Rent during the Additional Space Renewal Term shall be
the greater of (i) Market Rent (as defined in clause (b) below) or (ii) the
Adjusted Minimum Rent for the Additional Space as of the last day of the
Additional Space Term.
(b) "Market Rent" shall mean the fair market rent for the Additional
Space, as of the commencement date of the Additional Space Renewal Term (the
"Determination Date"), based upon the rents generally in effect for comparable
office space in the area in which the Real Estate is located. Market Rent (for
the purposes of determining the Minimum Rent only during the Renewal Term)
shall be determined on what is commonly known as "gross" basis; that is, in
computing Market Rent, it shall be assumed that all real estate taxes and
expenses for customary services are included in such Market Rent and are not
passed through to the Tenant as separate additional charges. Notwithstanding
the foregoing, the Minimum Rent for the Renewal Term shall be thereafter
increased from time to time as provided in this Lease and the First Tax Year
and First Operating Year for the Additional Space Renewal Term shall be defined
as provided in Paragraph 6 hereof.
(c) Landlord shall notify Tenant ("Landlord's Determination Notice")
of Landlord's determination of the Market Rent within sixty (60) days of the
Determination Date. If Tenant disagrees with Landlord's determination, Tenant
shall notify Landlord ("Tenant's Notice of Disagreement") within fifteen (15)
days of receipt of Landlord's Determination Notice. Time shall be of the
essence with respect to Tenant's Notice of Disagreement, and the failure of
Tenant to give such notice within the time period set forth above shall
conclusively be deemed an acceptance by Tenant of the Market Rent as determined
by Landlord and a waiver by Tenant of any right to dispute such Market Rent. If
Tenant timely gives its Tenant's Notice of Disagreement, then the Market Rent
shall be determined as follows: Landlord and Tenant shall, within thirty (30)
days of the date on which Tenant's Notice of Disagreement was given, each
appoint an Appraiser (hereinafter
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defined) for the purpose of determining the Market Rent. An Appraiser shall mean
a duly qualified impartial real estate appraiser having at least ten (10) years'
experience in the area in which the Additional Space is located. In the event
that the two (2) Appraisers so appointed fail to agree as to the Market Rent
within a period of thirty (30) days after the appointment of the second
Appraiser, such two (2) Appraisers shall forthwith appoint a third Appraiser who
shall make a determination within thirty (30) days thereafter. If such two
Appraisers fail to agree upon such third Appraiser within ten (10) days
following the last thirty (30) day period, such third Appraiser shall be
appointed by a presiding Judge of the Superior Court of the State of New Jersey
for the County in which the Real Estate is located. Such two (2) Appraisers or
three (3) Appraisers, as the case may be, shall proceed with all reasonable
dispatch to determine the Market Rent for the Additional Space. The decision of
such Appraisers shall be final; such decision shall be in writing and a copy
shall be delivered simultaneously to Landlord and to Tenant. If such Appraisers
fail to deliver their decision as set forth above prior to the commencement of
the Additional Space Renewal Term, Tenant shall pay Landlord the Adjusted
Minimum Rent with respect to the Additional Space at the rate as of the last day
of the Additional Space Term, until such decision is so delivered. If the Market
Rent as determined above is in excess of the actual rent paid, then Tenant, upon
demand, shall pay to Landlord the difference between the actual rent paid and
the Market Rent from the commencement of the Additional Space Renewal Term.
Landlord and Tenant shall each be responsible for and shall pay the fee of the
Appraiser appointed by them respectively, and Landlord and Tenant shall share
equally the fee of the third Appraiser. Promptly upon determination of the
Market Rent, Tenant shall execute and deliver a Lease amendment prepared by
Landlord setting forth the terms of the Additional Space Renewal Term.
11.2 Tenant's option to renew for the Additional Space Renewal Term, as
provided in Section 11.1 above, shall be strictly conditioned upon and subject
to each of the following:
(a) Tenant shall notify Landlord in writing of Tenant's exercise of
its option to renew at least nine (9) months, but not more than twelve (12)
months, prior to the expiration of the Additional Space Term;
(b) At the time Landlord receives Tenant's notice as provided in (a)
above, and at the expiration of the Additional Space Term, Tenant shall not
have been in default under the terms or provisions of this Lease and the Tenant
shall not have subleased any portion of the Additional Space;
(c) It is the intention of the parties hereto that the Additional Space
Renewal Term shall be co-terminous with the expiration date of the Lease with
respect to the balance of the Demised Premises. Accordingly, so long as the
renewal option for the Additional Space Term is exercised by Tenant, the
Additional Space shall be deemed part of the Demised Premises for the purposes
of Tenant's right to renew the Lease for the Removal Term described in Section
60.1 of the Lease. Except as provided herein and in Section 60.1 of the Lease,
Tenant shall have no further renewal options with respect to the Additional
Space or the Demised Premises;
(d) This option to renew shall be deemed personal to the Tenant named
on the first and last page of this Lease and may not be assigned;
(e) Landlord shall have no obligation to do any work or perform any
services for the Additional Space Renewal Term with respect to the Additional
Space, the Demised Premises or the Building which Tenant agrees to accept in
their then "as is" condition; and
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(f) No later than ten (10) days prior to the commencement of
the Additional Space Renewal Term, Tenant shall deposit with Landlord such
additional sums as may be required to increase any security deposit then held
by Landlord proportionate to the increase in the Minimum Rent.
12. Except as modified by this Second Amendment of Lease, the Lease
and all covenants, agreements, terms and conditions thereof shall remain in
full force and effect and are hereby in all respects ratified and confirmed. The
terms and provisions of the Lease, as modified hereby, shall govern the
Tenant's occupancy and use of the Demised Premises as increased by the
Additional Space.
13. Tenant represents that the undersigned officer representative
of Tenant has been duly authorized on behalf of Tenant to enter into this
Second Amendment of Lease in accordance with the terms, covenants and
conditions set forth herein, and, upon Landlord's request, Tenant shall deliver
appropriate evidence of the accuracy of the foregoing representation.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment of Lease as of the day and year first above written.
Signed, sealed and delivered LANDLORD:
IN THE PRESENCE OF OR MEADOWLANDS ASSOCIATES
ATTESTED BY: By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.,
General Partner
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ------------------------------
Xxxxxxx Xxxxxxxxx
President
TENANT:
ALEXANDER & ALEXANDER
CONSULTING GROUP, INC.
By: /s/ D.L. Sedes
---------------------------- ------------------------------
Name: Name: /s/ D.L. Sedes
---------------------- ------------------------
(Please Print) (Please Print)
Title: Corporate (Assistant) Title: /s/ President & CEO
Secretary -----------------------
(Please Print)
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The undersigned hereby reaffirms and reacknowledges that the certain
Guaranty dated October 7, 1986 from Alexander & Alexander Services, Inc. to
Meadowlands Associates applies with equal force and effect to the Additional
Space described herein.
ALEXANDER & ALEXANDER SERVICES, INC.
By: /s/ X.X. Xxxxxxx
--------------------------------
The undersigned hereby reaffirms and reacknowledges that the certain
Guaranty dated October 7, 1986 from Alexander & Alexander, Inc. to Meadowlands
Associates applies with equal force and effect to the Additional Space
described herein.
ALEXANDER & ALEXANDER INC.
By: /s/ X.X. Xxxxxxx
--------------------------------
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SCHEDULE A
(Additional Space Work)
To be mutually agreed upon at a later date, based upon plans and
specifications prepared by Tenant pursuant to Paragraph 8 hereof.
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SHORT TERM LEASE
The Landlord and Tenant agree that Tenant shall lease the Rental Space for the
Term and at the Rent stated, as follows: (The words Landlord and Tenant include
all landlords and all tenants under this Lease.)
Landlord: MEADOWLANDS ASSOCIATES, a New Jersey limited partnership, having
an office c/o Bellemead Management Co., Inc., Xxxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000
Tenant: ALEXANDER & ALEXANDER CONSULTING GROUP, INC., a New Jersey
corporation, having an address at 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxx Xxxxxx 00000
Rental Space: A portion of the fifth (5th) floor consisting of 8,500 rentable
square feet, and more particularly shown on the Rental Plan
annexed hereto as Exhibit A.
Building: 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx
Date of Lease: As of January 1, 1994
Rent: The per annum base rent ("Rent" or "rent") for the Rental Space
shall be ONE HUNDRED FIFTY SEVEN THOUSAND TWO HUNDRED FIFTY AND
00/100 DOLLARS ($157,250.00) payable in advance on the first
(1st) day of each calendar month in equal monthly installments
of THIRTEEN THOUSAND ONE HUNDRED FOUR AND 17/100 DOLLARS
($13,104.17).
Term: January 1, 1994 ("Beginning of the Term") - Termination Date
(hereinafter defined in Section 30)
Security: None
Broker: Tenant represents that no real estate broker is responsible for
bringing about, or negotiating this Lease and that Tenant has
not dealt with any other broker in connection with the Rental
Space. In accordance with the foregoing representation, Tenant
agrees to defend, indemnify and hold harmless Landlord, its
affiliates and/or subsidiaries, partners and officers from any
expense or liability (including attorney's fees) arising out of
any claim for commission by any broker claiming or alleging to
have acted on behalf of or to have dealt with Tenant.
Insurance: Minimum amount:
$1,000,000.00 for each person injured; $1,000,000.00 for any
one accident; and $1,000,000.00 for property damage
Municipal Real
Estate Tax
Base Year: N/A
Base Year: N/A
Percent of
Increase: N/A
Use of
Rental Space: general, executive and administrative offices and for no other
purpose.
30
1. POSSESSION AND USE
The Landlord shall give possession of the Rental Space to the Tenant
for the Term. The Tenant shall take possession of and use the Rental Space for
the purpose stated above. The Tenant may not use the Rental Space for any other
purpose without the written consent of the Landlord.
The Tenant shall not allow the Rental Space to be used for any unlawful
or hazardous purpose. The Tenant is satisfied that the Rental Space is zoned
for the Use stated. Landlord shall obtain any necessary certificate of
occupancy or other certificate permitting the Tenant to use the Rental Space
for that Use.
The Tenant shall not use the Rental Space in any manner that results in
(1) an increase in the rate of fire or liability insurance or (2) cancellation
of any fire or liability insurance policy on the Rental Space. The Tenant shall
comply with all requirements of the insurance companies insuring the Rental
Space. The Tenant shall not abandon the Rental Space during the Term of this
Lease or permit it to become vacant.
2. NO ASSIGNMENT OR SUBLETTING
The Tenant may not do any of the following without the Landlord's
written consent: (a) assign this lease (if the Tenant is a corporation, the
sale of the majority of its common shares shall be treated as an assignment),
(b) sublet all or any part of the Rental Space or (c) permit any other person
or business to use the Rental Space. Landlord may withhold consent at its sole
discretion.
3. RENT AND ADDITIONAL RENT
Tenant shall pay the rent to the Landlord at the Landlord's address. If
the Tenant fails to comply with any agreement in this Lease, the Landlord may
do so on behalf of the Tenant. The Landlord may charge the cost to comply,
including attorney's fees, to the Tenant as "additional rent". The additional
rent shall be due and payable upon Landlord's demand. Non-payment of additional
rent shall give Landlord the same rights against the Tenant as if the Tenant
failed to pay Rent.
4. SECURITY
N/A
5. LIABILITY INSURANCE
The Tenant shall obtain, pay for, and keep in effect for the benefit of
the Landlord and the Tenant public liability insurance on the Rental Space in
an amount no less than $1,000,000.00. The insurance company must be financially
reputable in the sole judgment of Landlord. This coverage must be in the
minimum amounts stated above.
All policies shall state that the insurance company cannot cancel or
refuse to renew without at least 30 days written notice to the Landlord.
The Tenant shall deliver the original insurance policy or a
certificate thereof to the Landlord with proof of payment of the first year's
premium. This shall be done not less than 5 days before the Beginning of the
Term. The Tenant shall deliver a renewal policy or a certificate thereof to the
Landlord with proof of payment not less than 5 days before the expiration date
each policy.
6. UNAVAILABILITY OF FIRE INSURANCE, RATE INCREASES
If due to the Tenant's use of the Rental Space the Landlord cannot
obtain fire insurance on the Building in an amount and form acceptable to the
Landlord, the Landlord may cancel this Lease on 10 days notice to the Tenant.
If due to the Tenant's use of the Rental Space the fire insurance rate is
increased, the Tenant shall pay the increase in the premium to the Landlord on
demand.
7. WATER DAMAGE
The Landlord shall not be liable for any damage or injury to any person
property caused by the leak or flow of water from or into any part of the
Building.
8. LIABILITY OF LANDLORD AND TENANT
The Landlord shall not be liable for injury or damage to any person or
property unless it is due to the Landlord's willful misconduct or gross
negligence. The Tenant shall defend the Landlord from and reimburse the
Landlord for all liability and cost resulting from any injury or damage due to
the act or neglect of the Tenant or the guests, including attorneys fees and
expenses.
9. REAL ESTATE TAXES
N/A
10. ACCEPTANCE OF RENTAL SPACE
The Tenant has inspected the Rental Space and agrees that the Rental
Space is in satisfactory condition. The Tenant accepts the Rental Space "as
is". Tenant acknowledges that neither Landlord nor any of its employees or
agents has made any representation concerning the condition of the Rental
Space.
11. QUIET ENJOYMENT
The Landlord has the right to enter into this Lease. If the Tenant
complies with this Lease, the Landlord must provide the Tenant with undisturbed
possession of the Rental Space, subject to any mortgage or ground leases.
12. UTILITIES AND SERVICES
There shall be no separate charge to Tenant for any utilities and
service required for the Rental Space.
The Landlord is not liable for any stoppage or reduction of utilities
and services beyond the reasonable control of the Landlord. This does not
excuse the Tenant from paying rent and additional rent.
13. TENANT'S REPAIRS, MAINTENANCE AND COMPLIANCE
The Tenant shall:
(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.
(b) Maintain the Rental Space and all equipment and fixtures in it in
good repair
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and appearance.
(c) Make all necessary repairs to the Rental Space and all equipment
and fixtures in it.
(d) Maintain the Rental Space in neat, clean, safe and sanitary
condition free of all garbage.
(e) Keep the walks, driveway, parking area, yard, entrances, hallways
and stairs clean and free from trash and debris, snow and ice.
(f) Use all electric, plumbing and other facilities in the Rental
Space safely.
(g) Use no more electricity than the wiring or feeders to the Rental
Space can safely carry.
(h) Replace all broken glass in the Rental Space.
(i) Do nothing to destroy, deface, damage or remove any part of the
Rental Space.
(j) Keep no inflammable or dangerous things in the Rental Space.
(k) Promptly notify the Landlord when there are conditions which need
repair.
(l) Do nothing to destroy the peace and quiet of the Landlord, other
tenants, or persons in the neighborhood.
The Tenant shall pay any expenses involved in complying with the above.
14 LANDLORD'S REPAIRS AND MAINTENANCE
The Landlord shall:
(a) Maintain the public areas, roof and exterior walls in good
condition.
(b) Make all structural repairs unless these repairs are made necessary
by the act or neglect of the Tenant or the Tenant's employees, or their
invitees.
(c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees, or their invitees.
(d) Maintain the elevators in the Building, if any.
15. NO ALTERATIONS
The Tenant may not make any changes or additions to the Rental Space
without the Landlord's written consent. Any changes or additions made without
the Landlord's written consent shall be removed by the Tenant on demand.
Landlord may withhold consent at its sole discretion.
All changes or additions made with the Landlord's written consent shall
become the property of the Landlord when completed and paid for by the Tenant.
They shall remain as part of the Rental Space at the end of the Term. The
Landlord may demand that the Tenant remove any changes or additions at the end
of the Term. The Tenant shall promptly pay for all costs of any changes or
additions. The Tenant shall not allow any mechanic's lien or other claim to be
filed against the Building. If any lien or claim is filed against the Building,
the Tenant shall have it promptly removed.
16. SIGNS
The Tenant shall obtain the Landlord's written consent before placing
any sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations. Landlord may withhold consent in its sole
discretion.
17. ACCESS TO RENTAL SPACE
The Landlord shall have access to the Rental Space on reasonable oral
or written notification to the Tenant to (a) inspect the Rental Space, (b) make
necessary repairs, alterations or improvements, (c) supply services, and (d)
show it to prospective buyers, mortgage lenders, contractors or insurers.
The Landlord may show the Rental Space to rental applicants at
reasonable hours on reasonable oral or written notification to the Tenant.
The Landlord may enter the Rental Space at any time without notice to
the Tenant in case of emergency.
18. FIRE AND OTHER CASUALTY
The Tenant is liable for the acts and neglect of the Tenant's
employees, or their invitees.
The Tenant shall notify the Landlord at once of any fire or other
casualty in the Rental Space. The Tenant is not required to pay rent when the
Rental Space is unusable. If part of the Rental Space can be used, the Tenant
must pay rent prorata for the usable part. If the fire or other casualty is
caused by the act or neglect of the Tenant, the Tenant shall pay for all
repairs and all other damage.
If the Rental Space is partially damaged by fire or other casualty
without the act or neglect of the Tenant, the Landlord shall repair it as soon
as possible. This includes the damage to the Rental Space and fixtures
installed by the Landlord. The Landlord need not repair or replace anything
installed by the Tenant.
Either party may cancel this Lease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 180 days. If the
parties cannot agree, the opinion of a contractor chosen by the Landlord and
the Tenant will be binding on both parties. The Tenant may not cancel this
Lease if the fire or other casualty is caused by the act or neglect of the
Tenant.
This Lease shall end if the Rental Space is totally destroyed by fire
or other casualty without the act or neglect of the Tenant. The Rent shall be
paid to the date of destruction.
19. EMINENT DOMAIN
Eminent domain is the right of a government to lawfully condemn and
take private property for public use. Fair value must be paid for the property.
The taking occurs either by court order or by deed to the condemning party. If
any part of the Rental Space is taken by eminent domain, either party may
cancel this Lease on 30 days notice to the other. The entire payment for the
taking shall belong to the Landlord. The Tenant shall make no claim for the
value of the remaining part of the
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Term.
20. SUBORDINATION TO MORTGAGE
In a foreclosure sale all mortgages or ground leases which now or in the
future affect the Building have priority over this Lease. This means that the
holder of a mortgage or ground lease may end this Lease on a foreclosure sale.
The Tenant shall sign all papers needed to give any mortgage or ground lease
priority over this Lease. If the Tenant refuses, the Landlord may sign the
papers on behalf of the Tenant.
21. TENANT'S CERTIFICATE
At the request of the Landlord, the Tenant shall sign a certificate
stating that (a) this Lease has not been amended and is in effect, (b) the
Landlord has fully performed all of the Landlord's agreements in this Lease, (c)
the Tenant has no rights to the Rental Space except as stated in this Lease and
(d) the Tenant has paid all Rent to date. The Certificate shall also list all
the property attached to the Rental Space owned by the Tenant.
22. VIOLATION, EVICTION, RE-ENTRY AND DAMAGES
If the Tenant violates any agreement in this Lease, the Landlord has the
right to end this Lease and re-enter the Rental Space. If the Rental Space
becomes vacant, empty or abandoned or if Tenant shall have removed all or
substantially all of Tenant's property therefrom, the Landlord has the right to
end this Lease and re-enter the Rental Space. This is done by eviction. The
Landlord may also evict the Tenant for all other causes provided by law.
Eviction is a court procedure to remove a tenant. It is started by the filing of
a complaint in court and the service of a summons on a tenant to appear in
court. After a court order of eviction and compliance with the warrant of
removal, the Landlord may re-enter and take back possession of the Rental Space.
If the cause for eviction is non-payment of additional rent, notice does not
have to be given to the Tenant before the Landlord files a complaint. If there
is any other cause to evict, the Landlord must give to the Tenant the notice
required by law before the Landlord files a complaint.
The Tenant is liable for all damages caused by the Tenant's violation of
any agreement in this Lease. This includes lost future rents, attorney's fees
and costs.
After eviction the Tenant shall pay all rent due for the balance of the
Term. If the Landlord re-rents the Rental Space for less than the Tenant's Rent,
the Tenant shall pay the difference until the end of the Term. The Tenant shall
not be entitled to any excess resulting from the re-renting. The Tenant shall
also pay (a) all expenses incurred by the Landlord in preparing the Rental Space
for re-renting and (b) commissions paid to a broker for obtaining a new tenant.
23. NOTICES
All notices given under this Lease must be in writing. Unless otherwise
provided by law, they may be given by (a) personal delivery, or (b) certified
mail, return receipt requested. Each party must accept the certified mail sent
by the other. Notices shall be addressed to the Landlord at the address written
at the beginning of this Lease and to the Tenant at the Rental Space.
24. NO WAIVER
The Landlord's failure to enforce an agreement in this Lease does not
prevent the Landlord from enforcing the agreement as to any later violations.
25. SURVIVAL
If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.
26. END OF TERM
At the end of the Term the Tenant shall (a) leave the Rental Space
clean, (b) remove all of the Tenant's property, (c) remove all signs and restore
that portion of the Rental Space on which they were placed, (d) repair all
damage caused by moving, and (e) return the Rental Space to the Landlord in the
same condition as it was at the Beginning of the Term.
If the Tenant leaves any property in the Rental Space, the Landlord may
(a) dispose of it and charge the Tenant for the cost of disposal, or (b) keep it
as abandoned property.
27. BINDING
This Lease binds the Landlord and the Tenant and all parties who
lawfully succeed to their rights or take their places.
28. FULL AGREEMENT
The parties have read this Lease. It contains their full agreement. It
may not be changed except in writing signed by the Landlord and the Tenant.
29. LIMITATION OF LANDLORD'S LIABILITY
Notwithstanding anything to the contrary herein provided, each and every
term, covenant, condition and provision of this Lease is hereby made
specifically subject to the provisions of this Section 29. The term "Landlord"
as used in this Lease means only the owner or lessor for the time being of the
Building, so that in the event of any conveyance of such interest and the
transfer to the transferee of any funds then being held under this Lease by such
owner, Landlord shall be and hereby is entirely freed and relieved of any and
all obligations of Landlord hereunder thereafter accruing, and it shall be
deemed without further agreement between the parties and such grantee(s) that
the grantee has assumed and agreed to observe and perform all obligations of
Landlord hereunder. It is specifically understood and agreed that
notwithstanding anything to the contrary herein provided or otherwise provided
at law or in equity, there shall be absolutely no personal liability in excess
of its interest in the Building to the Landlord or any successor in interest
thereto (whether the same be an individual, firm or partnership, general,
limited joint venture, tenancy in common, or otherwise) or on the part of the
members of any firm, partnership or joint venture or any other unincorporated
Landlord with respect to any of the terms, covenants and/or conditions of this
Lease. In the event of a breach or default by Landlord, or any successor in
interest, thereof, of any of its obligations under this Lease, Tenant shall look
solely to the then landlord for
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the satisfaction of each and every remedy of Tenant, such exculpation of
personal and additional liability which is in excess of such interest in the
Building to be absolute and without any exception whatsoever.
30. TERMINATION
Tenant acknowledges and agrees that Landlord has entered into this Lease
as an accommodation to Tenant in connection with Tenant's execution of a second
amendment of lease for 17,862 rentable square feet of space on the fifth (5th)
floor of the Building (the "Additional Space Lease Amendment"). The term of this
Lease shall end ("Termination Date") on the earlier of (i) July 1, 1994 or (ii)
the date designated as the Additional Space Commencement Date (as such term is
defined in the Additional Space Lease Amendment). Tenant shall vacate and
surrender the Rental Space on or before the Termination Date in accordance with
Section 26 of this Lease.
31. SURRENDER
Tenant acknowledges that time is of the essence with respect to Tenant's
surrender, vacating, and removal from the Rental Space on or before the
Termination Date. Tenant shall be liable for all damages, costs and expenses,
including but not limited to attorney's fees, court costs and disbursements in
settlement, at trial and on appeal, incurred or suffered by Landlord as a result
of Tenant's failure to surrender, vacate and remove from the Rental Space on or
before the Termination Date. Nothing contained in this Section 31 should in any
way be deemed or construed to limit Landlord's rights pursuant to Section 22 of
the Lease.
32. FAILURE TO GIVE POSSESSION
If Landlord is unable to gain possession of the Rental Space at
Beginning of the Term because of holding-over or retention of possession any
tenant, undertenant or occupants because of the fact that a certificate
occupancy has not been procured or for other reason, Landlord shall not be
subject to any liability for failure to gain possession on the Beginning of the
Term the validity of the Lease shall not be impaired under such circumstances,
nor should the same be construed in any wise to extend the Term of this Lease,
but the rent payable hereunder shall be abated (provided Tenant is not
responsible for Landlord's inability to obtain possession) until after Landlord
shall have given Tenant written notice that the Rental Space is substantially
ready for Tenant's occupancy. If permission is given to Tenant to enter into the
possession of the Rental Space or to occupy premises other than the Rental Space
prior to the Beginning of the Term, Tenant covenants and agrees that such
occupancy shall be deemed to under all the terms, covenants, conditions and
provisions of this Lease.
IN WITNESS WHEREOF, Landlord has signed this Lease and Tenant by its
proper corporate officers, has signed this Lease as of the 28th day of December,
1993.
ATTESTED BY: Landlord:
MEADOWLANDS ASSOCIATES
By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.,
General Partner
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ----------------------------
Xxxxxxx Xxxxxxxxx, President
ATTESTED BY: Tenant:
ALEXANDER & ALEXANDER CONSULTING
GROUP, INC.
By: /s/ D.L. Secles
---------------------------- ----------------------------
Name: Name: D.L. Secles
----------------------- ----------------------
(Please Print) (Please Print)
Title: Corporate (Assistant) Title: President & CEO
Secretary ---------------------
(Please Print)
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Exhibit "A"
Rental Plan
35
EXHIBIT A
STANDARD FORM OF OFFICE LEASE
AGREEMENTS OF LEASE, made as of this 7th day of October , 1986, between
MEADOWLANDS ASSOCIATES, a New Jersey limited partnership, having an office c/o
Bellemead Management Co., Inc., 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000
(the "Landlord"), and ALEXANDER & ALEXANDER CONSULTING GROUP INC., a New Jersey
corporation, having an address at 00-00 Xxxxx 000, Xxxxxxxx, Xxx Xxxxxx 00000
(the "Tenant").
WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the entire north wing of the second floor and the entire north wing
of the fifth floor of a certain office building located at 000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx (the second floor space and the fifth floor space,
collectively, the "Premises" or "Demised Premises"), more particularly shown
upon the scaled Rental Plan annexed hereto and made a part thereof as Exhibit
"A", for a term commencing and terminating as set forth in Article 37 of the
Rider to Lease.
The minimum rent (the "Minimum Rent") for the Premises shall be payable
on the first day of each calendar month during the term of this lease as
follows:
A. During the period commencing on the Commencement Date (as defined in
Article 37 below) and ending on the date immediately preceding the fifth
anniversary of the Commencement Date, Minimum Rent shall be One Million Two
Hundred Forty-one Thousand Seven Hundred Two Dollars ($1,241,702.00) per annum,
payable in equal monthly installments of One Hundreds Three Thousand Four
Hundred Seventy-five Dollars and Seventeen Cents ($103,475.17) in advance on the
first day of each calendar month.
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B. During the period commencing on the fifth anniversary of the
Commencement Date and ending on the date immediately preceding the tenth
anniversary of the Commencement Date, Minimum Rent shall be One Million Five
Hundred Fifty-two Thousand One Hundred Twenty-seven Dollars and Fifty Cents
($1,552,127.50) per annum, payable in equal monthly installments of One Hundred
Twenty-nine Thousand Three Hundred Forty-three Dollars and Ninety-six Cents
($129,343.96) in advance on the first day of each calendar month.
C. During the period commencing on the tenth anniversary of the
Commencement Date and ending on the Termination Date (as defined in Article 37
below), Minimum Rent shall be the greater of (i) Market Rent, to be determined
as set forth in Section 60.1(b), below (except that, for purposes of this rent
period, the Determination Date for the Market Rent shall be 180 days prior to
the tenth anniversary of the Commencement Date, rather than 180 days prior to
the expiration of the Initial Term) or (ii) the Adjusted Minimum Rent as of the
date immediately preceding the tenth anniversary of the Commencement Date
including any increase in Taxes or Building Operating Costs for the calendar
year in which this rent period commences which have not yet been factored into
Adjusted Minimum Rent.
Rent for any partial month at the commencement or termination of the
term of this Lease shall be appropriately prorated.
Installments of Minimum Rent payable hereunder shall be paid at the
office of Landlord or at such other place as Landlord may designate from time to
time by written notice to Tenant hereunder.
37
The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
hereby covenant as follows:
REAL OCCUPANCY
1. Tenant shall pay the rent as above and as hereinafter provided.
2. Tenant shall use and occupy demised premises for executive, sales
and administrative offices, including accessory computer space and for no other
purpose.
ALTERATIONS:
1. Tenant shall make no changes in or to the demised premises of any
nature without Landlord's prior written consent. Subject to the prior written
consent of Landlord, and to the provisions of this article, Tenant at Tenant's
expenses, may make alterations, installations, additions or improvements which
are non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or machanics first approved by Landlord. All fixtures and all
panalling, partitions, ceilling and like installations, installed in the
premises at any time, either by Tenant or by Landlord in Tenant's behalf,
shall, upon installation, become the property of Landlord and shall remain upon
and be surrendered with the demised premises unless Landlord, by notice to
Tenant no later than twenty days prior to the date fixed as the termination of
this lease, elects to relinquish Landlord's right thereto and to have them
removed by Tenant, in which event, the same shall be removed from the premises
by Tenant prior to the expiration of the lease, at Tenant's expense. Nothing in
this article shall be construed to give Landlord title to or to prevent
Tenant's removal of trade fixtures, moveable office furniture and equipment,
but upon removal of any such from the premises or upon removal of other
installations as may be required by Landlord, Tenant shall immediately and at
its expense, repair and restore the premises to the condition existing prior to
installation and repair any damage to the demised premises or the building due
to such removal. All property permitted or required to be removed by Tenant at
the end of the term remaining in the premises after Tenant's removal shall be
deemed abondoned and may, at the election of Landlord, either be retained as
Landlord's property or may be removed from the premises by Landlord at Tenant's
expense. Tenant shall, before making any alterations, additions, installations
or improvements, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies and
(upon completion) certificates of final approval thereof and shall deliver
promptly duplicates of all such permits, approvals and certificates to Landlord
and Tenant agrees to carry and will cause Tenant's contractors and
sub-contractors to carry such xxxxxxx'x compensation, general liability,
personal and property damage insurance as Landlord may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within ten days thereafter, at Tenant's expense,
by filing the bond required by law.
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REPAIRS
4. Landlord shall maintain and repair the public portions of the
building, both exterior and interior. Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and
appurtenances therein and at Tenant's sole cost and expense, make all
non-structural repairs thereto as and when needed to preserve them in good
working order and condition, reasonable wear and tear, obsolescence and damages
from the elements, fire or other casualty, excepted. Notwithstanding the
foregoing, all damage or injury to the demised premises or to any other part of
the building, or to its fixtures, equipment and appurtenances, whether
requiring structural or non-structural repairs, caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant. Tenant's
servants, employees, invitees or licensees, shall be repaired promptly by
Tenant at its sole cost and expenses, to the satisfaction of Landlord
reasonably exercised. Tenant shall also repair all damage to the building and
the demised premises caused by the moving of Tenant's fixtures, furniture or
equipment. All the aforesaid repairs shall be of quality or class equal to the
original work or construction. If Tenant fails after ten days notice to proceed
with due diligence to make repairs required to be made by Tenant, the same may
be made by the Landlord at the expense of Tenant and the expenses thereof
incurred by Landlord shall be collectible as additional rent after rendition of
a xxxx or statement therefor. Tenant shall give Landlord prompt notice of any
defective condition in any plumbing, heating system or electrical lines located
in, servicing or passing through the demised premises and following such
notice, Landlord shall remedy the condition with due diligence but at the
expense of Tenant if repairs are necessitated by damage or injury attributable
to Tenant. Tenant's servants, agents, employers, invitees or licensees as
aforesaid. Except as specifically provided by Article 9 or elsewhere in this
lease, there shall be no allowance to Tenant for a diminution of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance
or injury to business arising from Landlord. Tenant or others making or failing
to make any repairs, alterations, additions or improvements in or to any
portion of the building or the demised premises or in and to the fixtures,
appurtenances or equipment thereof. The provisions of this Article 4 with
respect to the making of repairs shall not apply in the case of fire or other
casualty which are dealt with in Article 9 hereof.
39
Window Cleanings
5. Tenant will not clean, nor require, permit, suffer or allow any window in
the demised premises to be cleaned from the outside in violation of any law or
of the rules of the Board of Standards and Appeals, or of any other board or
body having or asserting jurisdiction.
Requirements of Law, Fire Insurance, Floor Loades
6. Prior to the commencement of the lease term. If Tenant is then in
possession, and at all times thereafter. Tenant, at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the Board of
Fire Underwriters or any similar body which shall impose any violation, order
or duty upon Landlord or Tenant with respect to the demised premises whether or
not arising out of Tenant's use or manner of use thereof, or with respect to the
building if arising out of Tenant's use or manner of use of the premises or the
building (including the use permitted under the law). Nothing herein shall
require Tenant to make structural repairs or alterations until Tenant has by
its manner of use of the demised premises or method of operation therein,
violated any such laws, ordinances, orders, rules, regulations or requirements
with respect thereto. Tenant may, after securing Landlord to Landlord's
satisfaction against all damages, interest, penalties and expenses, including,
but not limited to, reasonable attorneys' fees, by cash deposit or by surety
bond in an amount and in a company satisfactory to Landlord, contest and appeal
any such laws, ordinances, orders, rules, regulations or requirements provided
same is done with all reasonable promptness and provided such appeal shall
not subject Landlord to prosecution for a criminal offense or constitute a
default under any lease or mortgage under which Landlord may be obligated, or
cause the demised premises or any part thereof to be condemned or vacated.
Tenant shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other policies or insurance at any time carried
by or for the benefit of Landlord with respect to the demised premises or the
building of which the demised premises form a part, or which shall or might
subject Landlord to any liability or responsibility to any person or for
property damage, nor shall Tenant keep anything in the demised premises except
as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy. Tenant shall pay all costs, expenses, fees, penalties, or
damages, which may be imposed upon Landlord by reason of such failure to comply
with the provisions of this article and if by reason of such failure the fire
insurance rate shall, at the beginning of this lease or at any time thereafter,
be higher than it otherwise would be, the Tenant shall reimburse Landlord, as
additional rent hereunder, for that portion of all fire insurance premises
thereafter paid by Landlord which shall have been charged because of such
failure by Tenant, and shall make such reimbursement upon the first day of the
month following such outlay by Landlord. In any action or proceeding wherein
Landlord and Tenant are parties a schedule or "make-up" of rate for the
building or demised premises issued by any body making fire insurance rates
applicable to said premises shall be conclusive evidence of the facts therein
stated and of the several items and charges in the fire insurance rate then
applicable to said premises. Tenant shall not place a load upon any floor of the
demised premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and
mechanical equipment. Such installations shall be placed and maintained by
Tenant at Tenant's expense, its settings sufficient, in Landlord's judgment, to
absorb and prevent vibration, noise and annoyance.
40
[This portion illegible]
7. This lease is subject and subordinate to all ground or underlying leases and
to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying leases or by any mortgages, affecting any leases or the real
property of which the demised premises are a part. In confirmation of such
subordination. Tenant shall execute promptly any certificate that Landlord
may request.
See Paragraph 63 "Rider to Lease"
LOSS, DAMAGES, REIMBURSEMENT, INDEMNITY
8. Landlord or its agents shall not be liable for any damages to property of
Tenant or of others entrusted to employers of the building, nor for loss of or
damages to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Landlord, its agents, servants or
employers; nor shall Landlord or its agents be liable for any such damage caused
by other tenants or persons in, upon or about said building or caused by
operations in construction of any private, public or quasi public work. If at
any time any windows of the demised premises are temporarily closed, darkened
or bricked up (or permanently closed, darkened or bricked up, if required by
law) for any reason whatsoever including, but not limited to Landlord's own
acts. Landlord shall not be liable for any damage Tenant may sustain thereby
and Tenant shall not be entitled to any compensation therefor nor abatement or
diminution of rent nor shall the same release Tenant from its obligations
hereunder nor constitute an eviction. Tenant shall not move any safe, heavy
machinery, heavy equipment, bulky matter, or fixtures into or out of the
building without Landlord's prior written consent. If such safe, machinery,
equipment, bulky matter or fixtures requires special handling, all work in
connection therewith shall comply with all laws and regulations applicable
thereto and shall be done during such hours as Landlord may designate. Tenant
shall indemnify and save harmless Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Landlord
shall not be reimbursed by insurance, including reasonable attorneys fees,
paid, suffered or incurred as a result of any breach by Tenant. Tenant's
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct of
the Tenant. Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
subtenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. In case any action or proceeding is brought against Landlord by
reason of any such claim. Tenant, upon written notice from Landlord, will, at
Tenant's expense, resist or defend such action or proceeding by counsel
approved by Landlord in writing, such approval not to be unreasonably withheld
[Rider to be added if necessary]
41
DESTRUCTION, FIRE AND OTHER CASUALTY:
9. (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty, Tenant shall give immediate notice thereof to Landlord and
this lease shall continue in full force and effect except as hereinafter set
forth. (b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Landlord and the rent, until such repair shall be
substantially completed, shall be apportioned from the day following the
casualty according to the part of the premises which is usable. (c) If the
demised premises are totally damaged or rendered wholly unusable by fire or
other casualty, then the rent shall be proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and restored by Landlord, subject to Landlord's right to
elect not to restore the same as hereinafter provided. (d) If the demised
premises are rendered wholly unusable or (whether or not the demised premises
are damaged in whole or in part) if the building shall be so damaged that
Landlord shall decide to demolish it or to rebuild it, then, in any of such
events, Landlord may elect to terminate this lease by written notice to Tenant
given within 90 days after such fire or casualty specifying a date for the
expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to Landlord's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Landlord shall serve a
termination notice as provided for herein, Landlord shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Landlord's control. After any such casualty, Tenant
shall cooperate with Landlord's restorations by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Landlord that the premises
are substantially ready for Tenant's occupancy. (c) Nothing contained
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible and
to the extent permitted by law, Landlord and Tenant each hereby releases and
waives all right of recovery against the other or any one claiming through or
under each of them by way of subrogation or otherwise. The foregoing release and
waiver shall be in force only if both releasers insurance policies contain a
clause providing that such a release or waiver shall not invalidate the
insurance and also, provided that such a policy can be obtained without
additional premiums. Tenant acknowledges that Landlord will not carry insurance
on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same.
2
42
SEE PARAGRAPH 51 "RIDER TO LEASE"
EMINENT DOMAIN
10. If the whole or any part of the demised 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 is such proceeding and Tenant shall have no claim for the
value of any unexpected term of said leases.
ASSIGNMENT MORTGAGE ETC.
11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that it
shall not assign, mortgage or encumber this agreement, nor under???, or suffer
or permit the demised properties or any part thereof to be used by others,
without the prior written consent of Landlord in each instance. If this lease
be assigned, or if the demised premises or any part thereof be under??? or
occupied by anybody other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underwriting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. The consent by Landlord to as assignment or
underletting shall not in any ways be construed to relieve Tenant from
obtaining the express consent in writing of Landlord to any further assignment
or underletting
SEE PARAGRAPH 48 "RIDER TO LEASE"
ELECTRIC CURRENT
12. Rates and conditions in respect to submetering or rent inclusion, as the
case may be, to be added in RIDER attached hereto. Tenant covenants and agrees
that at all times its use of electric current shall not exceed the capacity of
existing feeders to the building or the risers or wiring installation and
Tenant may not use any electrical equipment which, in Landlord's opinion,
reasonable exercised, will overload such installations or interfere with the use
thereof by other tenants of the building. The change at any time of the
character of electric service shall in no wise make Landlord or responsible to
Tenant, for any loss, damages or expenses which Tenant may sustain
SEE PARAGRAPH 40 "RIDER TO LEASE"
ACCESS TO PREMISES
13. Landlord or Landlord's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Landlord may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Landlord may elect to perform following Tenant's failure to make repairs
or perform any work which Tenant is obligated to perform under this license, or
for the purpose of complying with laws, regulations and other directions of
governmental authorities. Tenant shall permit Landlord to use and maintain and
replace pipes and conduits in and through the demised premises and to erect new
pipes and conduits therein. Landlord may, during the progress of any work in
the demised premises, take all necessary materials and equipment into said
premises without the same constituting an eviction nor shall the Tenant be
entitled to any abatement or rent while such work is in progress not to any
damages by reason of loss or interruption of business or otherwise. Throughout
the terms hereof Landlord shall have the right to enter the demised premises at
reasonable hours for the purposes of showing the same to prospective purchasers
or mortgagees of the building, and during the last six months of the term for
the purpose of showing the same to prospective tenants and may, during said six
months period place upon the premises the usual notices "To Let" and "For Sale"
which notices Tenant shall permit so remain thereon without molestation. If
Tenant is not present to open and permit as entry into the premises, Landlord
or Landlord's agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and provided reasonable care is
exercised to safeguard Tenants's property and such entry shall not render
Landlord or its agents liable therefor, nor in any event shall the obligations
of Tenant hereunder be affected. If during the last month of the term Tenant
shall have removed all or substantially all of Tenant's property therefrom.
Landlord may immediately enter, alter, renovate or redecorate the demised
premises without) limitations or abatement of rent, or incurring liability to
Tenant for any compensation and such act shall have no effect on this lease or
Tenant's obligations hereunder. Landlord shall have the right at any time,
without the same consisting an eviction and without incurring liability to
Tenant therefor to changes the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets, or other
public parts of the building and to change the name, member or demag??? by
which the building may be known.
43
CERTIFICATE OF OCCUPANCY
15. Tenant will not at any time live or occupy the detached premises
in violation of the certificates of occupancy issued for the building of which
the damaged premises are a part. Tenant has inspected the premises and accepts
them as is, subject to the riders announced hereto with respect to Landlord's
work. If any in any event, Landlord makes no representation as to the condition
of the premises and Tenant agrees to accept the same subject as violations
whether or not of record.
BANKRUPTCY
16. (a) If at the date fixed as the commencement of the term of this
lease or if at any time during the term hereby demised there shall be filed by
or against Tenant in any court pursuant to any statute either of the United
States or of any sextets, an petition in bankruptcy or insolvency or for
reorganization or for the apportionment of a receiver or trustee of all or a
portion of Tenant's property and within 60 days thereof. Tenant fails to secure
a dismissal thereof, or if Tenant make an assignment for the benefit of
creditors or petition for or enter into an arrangement, this lease, at the
option of Landlord exercised within a reasonable time after notice of the
happening of any one or more of such events, may be cancelled and terminated by
written notice to the Tenant (but if any of such xxxxx occur prior to the
commencement xxxx, this lease shall be ipso facto cancelled and incriminated)
and whether such cancellation and termination occur prior to or during the
term, neither Tenant nor any person claiming through or under Tenant by virtue
of any statute or of any order of any court, shall be entitled to possession or
to remain in possession of the premises determined but shall forthwith quit and
surrender the premises, and Landlord, in addition to the other rights and
xxxxxxx Landlord has by virtue of any other provision herein or elsewhere in
this lease contained or by virtue of any xxxxxx or rule of law, may xxxxx as
liquidated damages, any rent, security deposit or xxxxxx received by him from
Tenant or others on behalf of Tenant. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's interest in that lease.
(b) It is stipulated and agreed that in the event of the termination
of this lease pertinent to (a) hereof, Landlord shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of
the term demised and the fair and reasonable retail values of the demised
premises for the same period. In the computation of such damages the difference
between any installment of rent becoming due hereunder after the day of
termination and the fair and reasonable rental value of the demised premises
for the period for which such instalment was payable shall be discontinued to
the date of termination at the rate of four per cent (4%) per annum. If such
premises or any part thereof be re-let by the Landlord for the unexpired term
of said lease, or any part thereof, before presentation of proof of such
liquidated damages to any court, commission or tribunal, the amount of rent
reserved upon such re-letting shall be deemed to be the fair and reasonable
rental value for the part or the whole of the premises to re-let during the
term of the reletting. Nothing herein contained shall limit or prejudice the
right of the Landlord to prove for and obtain as liquidated damages by reason
of such termination, an amount equal to the maximum allowed by any statute or
rule of law in effect at the time where, and governing the proceedings in
which, such damages are to be proved, whether or not such amount be greater,
equal to, or less than the amount of the difference referred to above.
DEFAULT
17. (l) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent or if
the demised premises become vacant or deserted: or if the demised premises are
damaged by reason of negligence or carelessness of Tenant, its agents employees
or invitees: or if any execution or attachment shall be issued against Tenant
or any of Tenant's property whereupon the demised premises shall be taken or
occupied by someone other than Tenant: or if Tenant shall make default with
respect to any other lease between Landlord and Tenant: or if Tenant shall fail
to move into or take possession of the premises within fifteeen (15) days after
the commencement of the term of this lease, of which fact Landlord shall be the
sole judge; then, in any one or more of such events upon Landlord serving a
written 4 days notice upon Tenant specifying the nature of said default and
upon the expiration of said 4 days, if Tenant shall have failed to comply with
or remedy such default, or if the said default or omission complained of shall
be of a nature that the same cannot be completely cured or remedied within said
4 day period, and if Tenant shall not have diligently commenced during such
default within such 4 day period and shall not thereafter with reasonable
diligence and in good faith proceed to remedy or cure such default then
Landlord may serve a written three (3) days' notice of cancellation of this
lease upon Tenant and upon the expiration of said three (3) days this lease and
the term thereunder shall end and expire as fully and completely as if the
expiration of such three (3) day period were the day herein definitely fixed for
the end and expiration of this lease and the term thereof and Tenant shall then
quit and surrender the demised premises to Landlord but Tenant shall remain
liable as hereinafter provided.
(2) If the notice provided for in (l) hereof shall have been given and
the term shall expire as aforesaid: or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required
5 then and in any of such events Landlord may without notice, re-enter the
demised premises either by force or otherwise and dispossess Tenant by summary
proceedings or otherwise and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease. Landlord may cancel and terminate
such renewal or extension agreement by written notice.
44
REMEDIES OF LANDLORD AND WAIVER OF REDEMPTIONS:
18. In case of any such default, re-entry, expiration and/or dispossess
by summary proceedings or otherwise. (a) the rent shall become due thereupon and
be paid up to the time of such re-entry, dispossess and/or expiration, together
with such expenses as Landlord may incur for legal expenses, attorneys' fees,
brokerage, and/or pricing the demand premises in good order, or for preparing
the same for re-rental; (b) Landlord may re-let the premises or any part or
parts thereof, either in the name of Landlord or otherwise, for a term or terms,
which may at Landlord's option be less than or exceed the period which would
otherwise have constituted the balance of the term of this lease and may grant
concessions or free rent or charge a higher rental than that in the lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Landlord
as liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained pay deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the desired premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The failure of Landlord to re-let the premises or any part
or parts thereof shall not release or affect Tenant's liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as Landlord may face in connection with re-letting, such as legal
expenses, attorneys' fees, brokerages, advertising and for keeping the demised
premises in good order or for preparing the sums for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the first
day specified in this lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Landlord
to collect the deficiency for any subsequent month by a similar proceeding.
Landlord, in pricing the demised premises in good order or preparing the same
for renewal may, at Landlord's option, make such alterations, repairs,
replacements, and/or decorations in the demised premises as Landlord, in
Landlord's sole judgment, commences advisable and summary for the purpose of
re-letting the demised premises, and the making of such alterations, repairs,
replacements, and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. Landlord shall in no event be
liable in any way whatsoever for failure to re-let the demised premises, or in
the event that the demised premises are re-let, for failure to conflict the rent
thereof under such re-letting, and in no event shall Tenant be entitled to
receive any excess, if any, of such net rent collected over the sums payable by
Tenant to Landlord hereunder. In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions hereof, Landlord shall have the
right of liquidation and the right to invoke any remedy allowed by law or in
equity as if re-entry, summary proceedings and other remedies were not being
provided for, mention in this lease of any particular remedy, shall not practice
Landlord from any other remedy, in law or in equity. Tenant hereby expressively
waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant being evicted or dispossessed for any causes,
or in the event of Landlord obtaining possession of demised premises, by reason
of the violation by Tenant of any of the covenants and additions of this lease,
or otherwise.
FEES AND EXPENSES:
19. If tenant shall default in the observance or performance of any
term or covenant on tenant's part to be observed or performed under or by virtue
of any of the terms or provisions in any article of this lease, them, unless
otherwise provided elsewhere in this lease, landlord may immediately or at any
time thereafter and without notice perform the obligation of tenant thereunder,
and if landlord, in connection therewith or in connection with any default by
tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, protesting or defending any action or
proceeding, such sums so paid or obligations incurred with interest and costs
shall be deemed to be additional rent hereunder and shall be paid by tenant to
landlord within 6 days of recondition of any xxxx statement to tenant therefore,
and is tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
landlord as damages.
45
NO REPRESENTATION BY LANDLORD:
20. Neither Landlord nor Landlord's agents have made any
representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents,
leases, expenses except as herein expressly set forth and no rights, easement
of licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this leases. Tenant has inspected the
building and the demised premises and is thoroughly acquainted with their
condition, and agrees to take the same "as is" and acknowledges that the taking
of possession of the demised premises by Tenant shall be conclusive evidence
that the said premises and the building ow which the same form a part were in
good and satisfactory condition at the time such possession was so taken,
except as to latent defects. All understandings and agreements heretofore made
between the parties herein are merged in this contract, which alone fully and
completely expresses the agreement between Landlord and Tenant and any
executory agreement hereafter made shall be ineffective to changes, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the changes, modification, discharge or abandonment is sought.
END OF TERM:
21. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Landlord the semised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this lease or any removal thereof, falls on Sunday,
this lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.
QUIET ENJOYMENT:
22. Landlord covenants and agrees with Tenant that upon Tenant that
upon Tenant paying the rent and additional rent and observing and performing
all the terms, covenants and conditions, on Tenant's part to be observed and
performed, Tenant may peaceably and quietly enjoy the premises hereby demised,
subject, nevertheless, to the terms and conditions of this leases xxxxxding,
but not limited to, Article 30 hereof and to the ground leases, underlying
leases and mortgages herein before mentioned.
FAILURE TO GIVE POSSESSION:
23. If Landlord is unable to give possession of the demised premises
on the date of the commencement of the term hereof, because of the holding-over
or retention of possession of any tenant, undertenant or occupants, or if the
premises are located in a building being constructed, because such building has
not been sufficiently completed to make the premises ready for occupancy or
because of the fact that a certificate of occupancy has not been procured or
for any other reason. Landlord shall not be subject to any liability for
failure to give possession on said date and the validity of the leases shall
not be impaired under such circumstances, nor shall the same be construed in
any way to extend the term of this lease, but the rent payable hereunder shall
be abated (provided Tenant is not responsible for the inability to obtain
possession) until after Landlord shall have given Tenant written notice that
the premises are substantially ready for Tenant's occupancy. If permission is
given to Tenant to enter into the possession of the demised premises or to
occupy premises other than the demised premises prior to the date specified as
the commencement of the term of this lease, Tenant covenants and agrees that
such occupancy shall be deemed to be under all the terms, covenants, conditions
and provisions of this lease, except as to the covenant to pay rent.
46
NO WAIVERS:
24. The failure of Landlord to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter adopted by
Landlord, shall not prevent a subsequent act which would have originally
constituted a violation from having all the force and effect of an original
violation. The receipt by Landlord of rent with knowledge of the breach of any
covenant of this lease shall not be deemed to have been waived by Landlord
unless such waiver be in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent herein stipulated
shall be deemed to be other than on account of the earliest stipulated rent,
nor shall any endorsement or statement of any check or any letter accompanying
any check or payment as rent be deemed an accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy in this lease
provided. No act or thing done by Landlord or Landlord's agents during the term
hereby described shall be deemed as acceptance of a surrender of said premises
and no agreement to accept such surrender shall be valid unless in writing
signed by Landlord. No employee of Landlord or Landlord's agent shall have any
power to accept the keys of said premises prior to the termination of the lease
and the delivery of keys to any such agent or employee shall not operate as a
termination of the lease or a surrender of the premises.
WAIVER OF TRIAL BY JURY:
25. It is mutually agreed by and between landlord and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personnel injury or property damage) on any
matters whatsoever arising out of or is any way connected with this lease, the
relationship of Landlord and Tenant. Tenant's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Landlord commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding.
LIABILITY TO PERFORM:
26. 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 is no wise be affected, impaired or excused because Landlord
is unable to fulfill any of its obligations under this lease or 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 repair, 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 strike
or labor troubles of any cause, including, but not limited to, government
preemption in connection with a National Emergency or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions of supply and demand which have been or
are affected by war or other emergency.
47
BILLING AND NOTICES
27. Except as otherwise in this lease provided, a xxxx, statement, notice or
communication which Landlord may desire or the required to give to Tenant,
shall be deemed sufficiently given or rendered if in writing.
as sent by registered or certified mail addressed to Tenant at the building of
which the demised premises form a part or at the last know residence address or
business address of Tenant or left at any of the aforesaid premises addressed
to Tenant, and the time of the rendition of such xxxx or statement and of the
giving of such notice or communication shall be deemed to be the time when the
same is delivered to Tenant, mailed, or left at the premises as herein
provided. Any notice by Tenant to Landlord must be served by registered or
certified mail addressed to Landlord at the address first hereinabove given or
at such other address as Landlord shall designate by written notice.
SERVICES PROVIDED BY LANDLORD--WATER, ELEVATORS, HEAT,
CLEANING, AIR CONDITIONING
28. As long as Tenant is not in default under any of the covenants of this
lease. Landlord shall provide: (a) necessary elevator facilities on business
days from 8 a.m. to 6 p.m. and have one elevator subject to call at all other
times: (b) heat to the demised premises when and as required by law, on
business days from 8. a.m. to 6 p.m.*
(c) water for ordinary lavatory purposes, but if Tenant uses or consumes water
for any other purposes or in unusual quantities (of which fact Landlord shall
be the sole judges). Landlord may install a water meter at Tenant's expense
which Tenant shall thereafter maintain at Tenant's expense in good working
order and repair to register such water consumption and Tenant shall pay for
water consumed as shown on said meter as additional rent as and when xxxx are
rendered, and on Tenant's default in making such payment. Landlord may pay such
charges and collect the same from Tenant. Such a matter shall also be installed
and maintained at Tenant's expenses if required by Law or Governmental Order.
Tenant, if a water meter is so installed, convenants and agrees to pay its
proportionate share of the sewer rent and all other rents and charges which are
now or hereafter assessed, imposed or may become a lien on the demised premises
or the reality of which they are a part: (d) cleaning service for the demised
premises on business days at Landlord's expense provided that the same are kept
in order by Tenant. If, however, said premises are to be kept clean by Tenant,
it shall be done at Tenant's sole expense, in a manner satisfactory to Landlord
and no one other than persons approved by Landlord shall be permitted to enter
said premises or the building of which they are a part (or such purposes.
Tenant shall pay Landlord the cost of removal of any of Tenant's refuse and
rubbish from the building. (e) RIDER to be added in respect to rates and
conditions for air condition's cooling and ventilation if the entire building
in which the demised premises is located is serviced by a central air
conditioning/cooling and ventilating system. If applicable air
condition/cooling will be furnished from March 15th through September 30th on
business days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to
6:00 p.m., and ventilation will be furnished on business days during the
aforesaid hours except when air conditioning/cooling is being furnished as
aforesaid. If Tenant requires air conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sunday's or on holidays.
Landlord will furnish the name at Tenant's expense (f) Landlord shall have no
responsibility or liability for failure to supply the services agreed to
herein. Landlord reserves the right to stop services of the heating, elevators,
plumbing, air-conditioning, power systems or cleaning or other services,if any,
when necessary by reason of accident or for repairs, alterations, replacements
or improvements necessary or demurable?? in the judgement of Landlord for as
long as may be reasonably required by reason thereof or by reasons of strikes,
accidents, laws, order or regulations or any other reason beyond the control of
Landlord. If the building of which the demised premises are a part supplies
manually-operated elevator services, Landlord at any time may sub???/?
automatic-control elevator services and upon ten days' written notice to
Tenant, proposed with alterations necessary therefor without in any ways
affecting this leasee or the obligations of Tenant hereunder. The name shall
be done with a minimum of inconvenience to Tenant and Landlord shall ????? the
alteration which due diligence.
SEE PARAGRAPH 39 "RIDER TO LEASE"
48
33. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.
DEDUCTIONS:
34. The term "office", or "offices", wherever used in this lease,
shall not be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares of merchandise, of any kind or as a
restaurant, shop, booth, bootblack or other stand, xxxxxx shop, or for other
similar puporses or for manufacturing. The term "Landlord" as used in this
lease means only the owner of the mortgage in possession, for the time being of
the land and building (or the owner of a lease of the building or of the land
and building) of which the demised premises form a part, so that in the event
of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building, or of the land and building, the said
Landlord shall be and hereby is entirely freed and relieved of all covenants
and obligations of Landlord hereunder, and it shall be deemed and construed
without further agreement between the partners of their successors in interest,
or between the partners and the purchaser, at any such sale, or the said leasee
of the building, or of the land and building, that the purchaser or the leasee
of the building has assumed and agreed to carry out any and all covenants and
obligations of Landlord, hereunder. The words "reenter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays (except such
portion thereof as is covered by specific hours in Article 28 hereof). Sundays
and all days set forth on Exhibit "E".
ADJACENT EXCAVATED SHXXXINGS:
31. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made. Tenant shall afford to the person
causing or authorized to cause such excavation, licensee to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form
a part from injury or damage and to support the same by proper foundations
without any claim for damages or internality against Landlord, or diminution or
abatement of rent.
RULES AND REGULATIONS:
32. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Landlord or Landlord's agents may from time to time adopt. Notice of any
additional rules or regulations shall be given in such manner as Landlord may
elect. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the name shall be
assured by service of a notice thereof. Nothing in this lease contained shall
be construed to impose upon Landlord any duty or obligation to enforce the
Rules and Regulations or terms, covenants or conditions in any other lease, as
against any other tenant and Landlord shall not be liable to Tenant for
violation of the xxxxx by any other tenant, its servants, employees, agents,
visitors or licensees.
49
SECURITY:
33. Tenant has deposited with Landlord the sum of $ as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease: it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent. Landlord may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to any damages
or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Landlord. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Landlord shall have the right to transfer the
security to the vendor or lessee and Landlord shall thereupon be released by
Tenant from all liability for the return of such security; and Tenant agrees to
look to the new Landlord solely for the return of said security; and it is
agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new Landlord. Tenant further covenants that it will
not assign or encumber or attempt to assign or encumber the monies deposited
herein as security and that neither Landlord not its successors or assigns shall
be bound by any such assignment, encumbrances, attempted assignment or attempted
encumbrances.
SUCCESSORS AND ASSIGNEES
34. The covenants, conditions and agreements contained in this lease
shall bind and insure to the benefit of Landlord and Tenant and their respective
heirs, distributes, executors, administrators, successors, and except as
otherwise provided in this lease, their assigns.
35. This Lease consists of this Printed Portion containing Articles
1-35 and each of the following attached hereto and made a part hereof: (a)
Addendum to Printed Portion of Lease; (b) Rider to Lease; and (c) the following
exhibits: Exhibit A (Rental Plan), Exhibit B (Work Letter), Exhibit C (Legal
Description - Site Plan), Exhibit D (Cleaning Service rider) and Exhibit E
(Legal Holidays).
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this
Lease on the day year first above written.
LANDLORD: MEADOWLANDS ASSOCIATES
By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.,
General Partner
----------------------------------------
Xxxxxxx X. Xxxxxxxxx, President
TENANT: ALEXANDER & ALEXANDER CONSULTING
GROUP INC.
By:
------------------------------------
Title: Vice President
50
IMPORTANT -- PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 32
(REST OF COPY IS ILLEGIBLE)
*Notwithstanding the above, Tenant shall be permitted to bring on to the
demised premises bottled drinking water.
**Or the Tenant.
51
ADDENDUM TO PRINTED PORTION OF LEASES
Dated: October 7, 1986
LANDLORD: MEADOWLANDS ASSOCIATES
TENANT: ALEXANDER & ALEXANDER CONSULTING GROUP INC.
PREMISES: 000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
The entire north wing of the second
(2nd) and fifth (5th) floors
The paragraphs of the Printed Portion of the Lease listed below are
amended as follows where indicated by the corresponding footnotes set forth in
the body of the Printed Portion:
Paragraph 6., Requirements of Law, etc.:
1. to correct any violations which have been caused by tenants previously
occupying the Demised Premises, or
Paragraph 8., Property - Loss, Damage, etc.:
2. In the event Tenant shall notify Landlord and the appropriate governmental
authority of an illegal and dangerous condition existing in the Building
and Landlord shall not correct or cause to be corrected such condition
within thirty (30) days following such notice, Tenant shall not be liable
for damages resulting from claims brought for any injuries arising from
such condition, provided such condition shall not have resulted, in whole
or in part, from the acts or omissions of Tenant.
Paragraph 9., Destruction, etc.:
3. Tenant shall have the option of terminating this Lease upon thirty (30)
days written notice to Landlord in the event Landlord shall not have
substantially completed
52
restoration of the Demised Premises as of a date which is 90 days after
such fire or casualty destroys 25% or less of the Demised Premises,
provided Tenant submits such notice to Landlord on or prior to a date
which is 120 days after such fire or casualty, but if such fire or
casualty destroys more than 25% of the Demised Premises, Landlord shall
have 180 days to restore the Demised Premises. Tenant's right to
terminate the Lease upon Landlord's failure to repair in the event of a
destruction in excess of 25% shall require Tenant's notice to Landlord
within 210 days after such fire or casualty.
Paragraph 17., Default:
4. thirty (30)
5. except that in the event of default in the payment of rent or additional
rent, Landlord shall, not more than one (1) time in any Operating Year,
give Tenant a ten (10) day notice of such default and Tenant shall have
five (5) days to cure such default.
Paragraph 19., Fees and Expenses:
6. fifteen (15)
Paragraph 26., Inability to Perform:
7. beyond Landlord's reasonable control.
Paragraph 27., Bills and Notices:
8. or by overnight courier or United States Postal Service Express Mail.
2
53
IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum to
the Printed Portion of the Lease as of the day and year above written.
LANDLORD:
MEADOWLANDS ASSOCIATES
By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxx, President
TENANT:
ALEXANDER & ALEXANDER
CONSULTING GROUP INC.
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Vice President Title.
Alexander & Alexander Inc.
3
54
TABLE OF CONTENTS
FOR RIDER TO LEASE
ARTICLE Page
------- ----
36. DEFINITIONS; DEMISED PREMISES;
ADJUSTED MINIMUM RENT.............................................. 1
37. COMMENCEMENT OF TERM; ESTIMATED
COMMENCEMENT DATE; COMMENCEMENT DATE AND
TERMINATION DATE; RENT COMMENCEMENT DATE........................... 5
38. LANDLORD'S WORK; LANDLORD'S WORK LETTER............................ 6
39. HEATING, AIR-CONDITIONING AND VENTIL-
ATION; LEGAL HOLIDAYS; "AFTER HOURS"............................... 6
40. ELECTRIC CURRENT................................................... 7
41. LIABILITY INSURANCE................................................ 7
42. FIRE INSURANCE - WAIVER OF SUBROGATION............................. 7
43. PARKING FACILITIES................................................. 8
44. ACCESS AND COMMON AREAS............................................ 8
45. INTENTIONALLY DELETED.............................................. 8
46. BROKER............................................................. 8
47. CLEANING SERVICES.................................................. 9
48. ASSIGNMENT AND SUBLETTING.......................................... 9
49. TENANT'S COOPERATION; REASONABLE
MODIFICATIONS; ESTOPPEL CERTIFICATE................................ 14
50. LIMITATION OF LIABILITY
DEFINITION OF LANDLORD............................................. 14
51. STATUTORY WAIVER................................................... 15
52. CORPORATE AUTHORITY................................................ 15
53. PERSONAL PROPERTY TAXES............................................ 15
54. BUILDING CHANGES................................................... 15
55. HOLDING OVER....................................................... 16
56. RESTRICTIVE COVENANT - FOOD SERVICE................................ 16
57. NOTICES............................................................ 16
58. SEVERABILITY OF PROVISIONS......................................... 17
59. NO OFFER OR AGREEMENT.............................................. 17
60. RENEWAL OPTION..................................................... 18
61. TENANT'S SPECIAL SECURITY.......................................... 20
62. CROSS DEFAULT...................................................... 20
63. SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT..................................................... 20
64. RATIFICATION....................................................... 22
SIGNATURE PAGE..................................................... 22
55
RIDER TO LEASE
In the event of any inconsistency between the provisions of this typed
Rider and those contained in the printed portion of the lease to which this
Rider is annexed, the provisions of this typed Rider shall govern and be
binding.
Dated: October 7, 1986
LANDLORD: MEADOWLANDS ASSOCIATES
TENANT: ALEXANDER & ALEXANDER CONSULTING GROUP INC.
PREMISES: The entire north wing of the second (2nd) and fifth (5th) floors
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx
36. DEFINITIONS; DEMISED PREMISES;
ADJUSTED MINIMUM RENT
36.1 Definitions. For purposes of this Article, the following terms
shall have the meanings set forth below:
(1) Assessed Valuation shall mean the assessed valuation of the Real
Estate for the First Tax Year, as such assessed valuation is or may
be ultimately determined by final administrative or judicial proceedings, or by
abatement by an appropriate taxing authority;
(2) Base Tax Rate shall mean the real estate tax rate in effect on the
date of this Lease;
(3) First Operating Year shall mean the calendar year ending December
31, 1987. Operating Year shall mean any calendar year thereafter;
(4) First Tax Year shall mean the calendar year ending December 31,
1987. Tax Year shall mean any calendar year thereafter;
(5) Land shall mean the land described in Exhibit C to this Lease;
(6) Occupancy Percentage shall mean the percentage of Tenant's
occupancy of the entire Building;
(7) Real Estate Tax Base shall mean the amount determined by
multiplying the Assessed Valuation by the Base Tax Rate;
(8) Taxes shall mean all real estate taxes, charges and assessments
imposed upon the Land, Building and other improvements thereon (collectively,
the "Real Estate"). If and to the extent that due to change in the method of
taxation or assessment, any franchise, capital stock, capital gains, rent,
income, profit or any other tax or charge shall be substituted in whole or in
part for the current ad valorem Taxes now or hereafter imposed upon the Real
Estate, such franchise, capital stock, capital gains, rent, income, profit or
other tax or charge shall be deemed included in the term "Taxes" for the
purposes of this Article;
56
36.2 The Demised Premises shall be deemed to contain a total floor
area of 56,441 square feet and the building of which the Demised Premises form
a part ("Building") shall be deemed to contain a total floor area of 278,456
square feet. Tenant's Occupancy Percentage shall be 20.27 percent.
36.3 Adjusted Minimum Rent shall mean the Minimum Rent as increased in
accordance with this Article to reflect any increase in Taxes and Building
Operating Costs. Tenant shall pay such increases as additional rent as
hereinafter provided.
36.4 Taxes. (1) If the Taxes for any Tax Year during the term of this
Lease shall be greater than the Real Estate Tax Base, then Tenant shall pay to
Landlord, as additional rent, an amount equal to the Occupancy Percentage of
such excess.
(2) Upon the issuance by the respective taxing authorities having
jurisdiction over the Real Estate of a xxxx or bills for the Taxes imposed upon
the Real Estate for the First Tax Year, Landlord shall submit a copy of such
xxxx or bills to Tenant. Thereafter, on or about each anniversary of said date,
Landlord shall submit to Tenant a copy of the latest tax xxxx or bills for the
Taxes for each subsequent Tax Year indicating each change in the Taxes and the
effective date of such change together with a statement (the "Tax Statement")
which shall indicate the amount, if any, required to be paid by Tenant as
additional rent. Within 30 days after the issuance of the Tax Statement, Tenant
shall pay the additional rent as set forth therein. Any payments due pursuant
to this Article for a period of less than a full Tax Year, either at the
commencement or at the end of the term of this Lease, shall be ratably
apportioned.
(3) If, at any time after the execution of this Lease, the taxing
jurisdiction in which the Real Estate is located should change its method of
valuating the Real Estate for the First Tax Year as part of a general
revaluation program ("Revaluation"), then, the provisions of Sections 36.1(2)
and 36.1(1) above notwithstanding, for purposes of computing the Real Estate
Tax Base pursuant to Section 36.1(7) Landlord may, at its option, use one of
the following methods:
(a) The Assessed Valuation shall be the amount for which the
Real Estate would have been assessed for the First Tax Year if there had
been no Revaluation, and the Base Tax Rate shall be as defined in
Section 36.1(2) above, or
(b) The Assessed Valuation shall be the actual amount assessed,
and the Base Tax Rate shall be the real estate tax rate as subsequently
reduced by the taxing jurisdiction in connection with the Revaluation.
Landlord shall inform the Tenant as to which of the above two methods
Landlord has elected at such time as Landlord submits the Tax Statement to
Tenant.
36.5 Building Operating Costs. (1) Tenant hereby agrees that for each
Operating Year during the Term of this Lease for which the total Building
Operating Costs (as hereinafter defined) shall exceed the Building Operating
Costs for the First Operating Year, Tenant shall pay to Landlord, as additional
rent, an amount equal to the Occupancy Percentage of such excess within 30 days
after presentation of Landlord's statement (the "Operating
-2-
57
Statement") therefor. Landlord shall present its Operating Statement within 90
days after the commencement of each such Operating Year ("Billing Date").
Tenant shall thereafter, for the balance of that Operating Year and for that
portion of the next Operating Year until the Billing Date during such year,
make monthly payments of 1/12th of such increase to reflect the change as at
the Billing Date, which amounts shall be credited for the account of Tenant
against the annual payment due on the succeeding Billing Date. The Operating
Statement shall indicate (i) the initial additional amount required to be paid
by Tenant as additional rent as in this Article provided; (ii) the Tenant's new
Adjusted Minimum Rent; and (iii) the manner in which such adjustment is
computed.
(2) The "Building Operating Costs" shall include each and every expense
incurred in connection with the ownership, administration, management,
operation and maintenance of the Real Estate, including but not limited to,
wages, salaries and fees paid to persons either employed by Landlord or engaged
as independent contractors in the operation of the Real Estate, and such other
typical items of expense as indicated below. All such costs shall be reflected
on a comparative statement (the "Statement") which shall be exhibited to the
Tenant upon request. Building Operating Costs shall exclude capital
expenditures except those which are required by law or which directly reduce or
eliminate other Building Operating Costs.
(3) The expenses referred to in this Article shall be determined in
accordance with sound accounting principles and each Statement furnished shall
be certified by Landlord as true and correct. Tenant or its representatives
shall have the right, at its own expense, upon reasonable notice and during
reasonable hours, to inspect the books of Landlord for the purpose of verifying
the information contained in any Statement, provided prior written request for
such inspection shall be made by Tenant within ten days after receipt of such
Statement.
(4) Some of the typical items of expense which comprise or may
comprise the Building Operating Costs and to be included in the Statement are
or may be: (a) General repairs and maintenance; (b) utility costs, including
but not limited to, cost of electricity to power HVAC units serving the entire
Building (both tenant and common areas), cost of oil or other fuel required to
heat the entire Building, cost of electricity to light the common areas; (c)
cleaning costs, including but not limited to, window cleaning, general interior
office cleaning, cleaning of common areas; (d) service contracts, including but
not limited to, contracts for elevator service, HVAC service, rubbish removal,
carting, janitorial and watchman services and snow removal; (e) costs of
landscaping; (f) cost of insurance; (g) fees and/or salaries of
superintendents, engineers, custodians; and (h) towel service for common
lavatories.
(5) Anything to the contrary contained in this Article 36
notwithstanding, if the average occupancy of the Building is less than
ninety-five (95%) percent during the First Operating Year, then Landlord shall
make a determination ("Landlord's Determination") of what the Building
Operating Costs for such year would have been if during the entire year the
average tenant occupancy of the Building were ninety-five (95%) percent and
shall notify Tenant of Landlord's Determination within ninety (90) days
following the last day of the First Operating Year. Landlord's Determination,
unless otherwise objected to by Tenant in writing
-3-
58
within 30 days after receipt of Landlord's Determination, shall be binding and
conclusive upon Tenant and shall for all purposes of this Lease be deemed to be
the Building Operating Costs for the First Operating Year. In the event Tenant
timely objects to Landlord's determination, representatives appointed by
Landlord and Tenant shall mutually agree upon the determination. If such
representatives are unable to agree within fifteen (15) days following the date
upon which Tenant objects to Landlord's Determination, the matter shall be
submitted to arbitration before the Newark office of the American Arbitration
Association, the cost of such arbitration to be shared equally by the parties.
Thereafter, if for any subsequent Lease year the average tenant occupancy of
the Building is below ninety-five (95%), the Building Operating Costs for any
such year shall be adjusted by Landlord to the amount that such Building
Operating Costs would have been if the average tenant occupancy during that
year had been ninety-five (95%) percent.
36.6 If, pursuant to any Tax Statement or Operating Statement showing
Taxes or Building Operating Costs for any year subsequent to the First Tax Year
or First Operating Year, respectively, there shall be an additional amount
payable or a refund due with respect to Taxes and/or Building Operating Costs
for the periods covered by such statement(s), the amount payable by the Tenant
to the Landlord as additional rent or the amount due to the Tenant as a refund,
shall be calculated and paid accordingly. If such calculation takes place
and/or any payment in connection therewith becomes payable after the expiration
of the term of this Lease, this provision shall be deemed to have survived such
expiration. However, it is agreed by the parties that any refund shall not in
any way operate to reduce the Minimum Rent.
36.7 Any increase in additional rent under this Article shall be
prorated for the final Operating Year if such Operating Year covers a period of
less than twelve (12) full months. Tenant's obligation to pay prorated
additional rent under this Article for the final Operating Year shall survive
the expiration of the term of this Lease.
36.8 In the event that the payment of any sum required to be paid by
Tenant to Landlord under this Lease (including, without limiting the generality
of the foregoing, Minimum Rent, Adjusted Minimum Rent, or payment made by
Landlord under any provision of this Lease for which Landlord is entitled to
reimbursement by Tenant) shall become overdue for 15 days beyond the date on
which they are due and payable as provided in this Lease, then a delinquency
service charge equal to four percent of the amount overdue shall become
immediately due and payable to Landlord as liquidated damages for Tenants'
failure to make prompt payment. Further, such delinquency service charge shall
be payable on the first day of the month next succeeding the month during which
such late charges become payable as additional rent. In the event of nonpayment
of any delinquency service charges and interest provided for above, Landlord
shall have, in addition to all other rights and remedies, all the rights and
remedies provided for herein and by law in the case of nonpayment of rent. No
failure by Landlord to insist upon the strict performance by Tenant of Tenant's
obligations to pay late charges shall constitute a waiver by Landlord of its
rights to enforce the provisions of this Section 36.8 in any instance
thereafter occurring. The provisions of this Section 36.8 shall not be
construed in any way to extend any notice period provided for in this Lease.
-4-
59
37. COMMENCEMENT OF TERM; ESTIMATED
COMMENCEMENT DATE; COMMENCEMENT
DATE AND TERMINATION DATE; RENT
COMMENCING DATE
--------------------------------------
37.1 The parties intend that the Lease shall commence on December 1,
1986 (the "Estimated Commencement Date"). Notwithstanding the above, the
commencement date ("Commencement Date") as defined, fixed and ascertained in
this Article shall be the date upon which the work required to be performed by
the Landlord pursuant to the Work Letter attached hereto as Exhibit "B" (the
"Work"), shall be substantially completed. The Work shall be deemed to be
substantially completed ("Substantial Completion") for all purposes hereunder,
on the earlier of the date upon which:
A. (i) Landlord has procured a permanent Certificate of Occupancy,
permitting occupancy of the Demised Premises by the Tenant; and (ii) the
Landlord's architects or Tenant's consulting professional shall have certified
that Landlord has substantially performed the Work. Substantial Completion shall
be deemed to have occurred even though minor details of work remain to be done,
provided such details do not materially interfere with the Tenant's use of the
Demised Premises,
or
B. Tenant shall have taken possession of all or any part of the demised
Premises. (Tenant shall not be deemed to have taken possession for purposes of
this subsection of Tenant, with Landlord's prior consent, has relocated minor
supply items to the Demised Premises prior to substantial completion as defined
in "A", above),
or
C. May 1, 1987.
37.2 On or after determination of the Commencement Date as above
provided, Landlord shall deliver to Tenant a notice ("Commencement Date Notice")
fixing the Commencement Date and termination date which shall be a date fifteen
(15) years after the Commencement Date ("Termination Date").
37.3 The date upon which Tenant's obligation for the payment of the
Minimum Rent hereunder shall commence ("Rent Commencement Date") shall be deemed
to be the Commencement Date.
37.4 If, prior to the Commencement Date, Tenant shall enter the Demised
Premises to make any installations of its equipment, fixtures and furnishings,
Landlord shall have no liability or obligation for the care or preservation of
Tenant's property.
37.5 Landlord agrees to provide access to the telephone company during
the course of construction, to permit Tenant's installations of the telephones.
However, the parties agree that the failure of the telephone company to complete
the telephone installation and to provide service shall not delay or defer the
determination of the Commencement Date or the Rent Commencement Date and the
obligation of tenant to pay rent therefrom. Landlord represents that the
Building is properly constructed to accommodate the installation of standard
telephone equipment.
37.6 Anything contained in this Article 37 to the contrary
notwithstanding, if for any reason the Premises are not
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ready for occupancy on the Estimated Commencement Date, this Lease shall
nevertheless continue in full force and effect; the Commencement Date shall be
postponed until substantial completion has occurred and the Rent Commencement
Date shall be postponed for a like number of days. The Termination Date shall be
adjusted to provide the full term set forth in Section 37.2 hereinabove.
38. LANDLORD'S WORK; LANDLORD'S WORK LETTER
38.1 Annexed hereto as Exhibit "B" and made a part hereof is Landlord's
work letter (the "Work Letter"). Tenant agrees that it shall either approve
Landlord's drawings or provide to Landlord for the approval and acceptance of
Landlord on or before the 8th day of October, 1986, such information as required
by Landlord for Landlord to prepare drawings for Tenant's layout, partitioning,
electrical, reflecting ceiling and other installations. Landlord shall furnish
and install in accordance with such drawings, so much of the work required by
Tenant by the above drawings as allowed by Landlord's Work Letter at no
additional cost to Tenant. To the extent Tenant's drawings require work, the
cost of which is not contemplated by the Work Letter, such work ("Extras") shall
be reduced to an "Extra or Change Order" to be executed by both Landlord and
Tenant, which shall indicate the work required, the cost thereof, and the
additional time required, if any, for completion. Tenant shall be responsible
for any delays in completing the Demised Premises by reason of Tenant's failure
to furnish Landlord with the requisite approvals and drawings.
39. HEATING, AIR-CONDITIONING AND VENTILATION;
LEGAL HOLIDAYS; "AFTER HOURS"
39.1 Notwithstanding the provisions of subsections (b) and (e) of Article
28 of this Lease, but subject to all of the other terms, covenants and
conditions of said Article 28, Landlord shall provide and furnish appropriate
heat, air-conditioning or ventilation to the Demised Premises between the hours
of 8:00 A.M. and 6:00 P.M., Monday through Friday, other than Legal Holidays
(which are listed on Exhibit "E"), attached to this Lease.
39.2 At all other times not otherwise provided for in Section 39.1 above,
Landlord agrees that it shall, upon prior written request from Tenant, provide
after-hours air-conditioning, ventilation or heating, as the case may be, for
which Tenant shall pay to Landlord as additional rent hereunder, a sum equal to
$100.00 per hour for providing heat, and $100.00 per hour for providing
air-conditioning, that being intended to cover Landlord's cost for the power or
fuel required to provide the same. In the event that during the term of this
Lease, or any renewal hereof, the Landlord's cost for providing after-hours
heating or air-conditioning shall increase by virtue of utility rate increases
or unit fuel cost increases, the above-specified hourly charges shall be
adjusted from time to time to reflect said increases. In addition to the
foregoing, should there by any charges incurred by Landlord for additional
attendant engineers or similar additional requirements as may be imposed from
time to time by the State Labor Department, local authorities, union
requirements, or the like, Tenant agrees to reimburse Landlord for its
out-of-pocket expenses incurred in connection therewith, related to the
after-hours use by Tenant.
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40. ELECTRIC CURRENT
40.1 Landlord's obligation to supply current shall be limited to the
current required to power the Building standard heating, ventilation and
air-conditioning systems and the power for and lighting of common areas.
40.2 Tenant shall arrange to purchase and pay for all of the electric
current requirements for light and power used in connection with Tenant's
operations within the Demised Premises. Landlord, at Landlord's cost, shall
furnish and install an electric meter for the measurement of the consumption of
Tenant's electric current as herein provided.
40.3 At the request of Landlord, prior to occupancy of the Demised
Premises, Tenant shall execute any and all applications for service, or forms
required by the local utility company supplying electric current to the
Building for the metering of all electric current and power required for the
operation of the electrical equipment of any nature whatsoever and lights
within or serving the Demised Premises.
40.4 As an alternative to the obligations of Landlord and Tenant as
set forth in Sections 40.1 and 40.2 above, Landlord may elect, at its option,
to meter and furnish the electric current to the entire floor of which the
Premises forms a part, in which case Tenant shall pay as additional rent
Tenant's share of Landlord's costs therefor. Tenant's share of costs under this
Section 40.4 shall be based upon a percentage which the area of the Premises
bears to the total floor area on which the Premises are located. Tenant, at its
option, may in the alternative, install a separate electric meter and, in such
event, Tenant shall pay its own electric costs directly to the utility company
serving the Premises and the provisions of Sections 40.1 and 40.2 shall
thereupon apply hereunder.
41. LIABILITY INSURANCE
41.1 Tenant agrees to provide on or before the Commencement Date a
Certificate of Insurance confirming to Landlord insurance coverage under a
comprehensive general liability policy to confirm, among other things, (i)
personal injury coverage, and (ii) coverage for Tenant's contractual duty of
indemnification under this Lease in an amount not less than $1,000,000.00
combined single limit per occurrence and containing a provision that such
insurance shall not be cancelled except upon 90 days' prior written notice to
Landlord.
42. FIRE INSURANCE - WAIVER OF SUBROGATION
42.1 Landlord and Tenant each hereby releases the other, its
respective officers, directors, employees and agents from any and all liability
or responsibility to the other or anyone claiming through or under either of
them by way of subrogation or otherwise, for any loss or damage to property
caused by fire or any of the extended coverage casualties, even if such fire or
other casualty shall have been caused by the fault or negligence of the other
party or anyone for whom such party may be responsible. Landlord agrees that it
shall carry and maintain in force and effect at all times during the term of
this Lease a Standard Fire Insurance policy with Standard Extended or
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Additional Extended Coverage and vandalism and malicious mischief endorsements.
Tenant shall maintain a Standard Fire Insurance policy with the aforesaid
Extended Coverage and vandalism endorsements covering the replacement value of
all Tenant's personal property, equipment and improvements located in the
Demised Premises.
43. PARKING FACILITIES
43.1 So long as Tenant is not in default under this Lease, Landlord
hereby grants to Tenant the license (the "License") to park 158 cars ("Allotted
Parking"), for use solely by Tenant and Tenant's employees, guests and invitees
in the parking area or areas serving the Building (the "Designated Parking
Area").
43.2 In the event Tenant, its employees, licensees or invitees shall
use any more than the Allotted Parking on three or more occasions during the
term of this Lease after notice from Landlord, Landlord may immediately suspend
or revoke the License. Landlord shall not be responsible to Tenant for
enforcing the License or for violation of the License by other tenants of the
Building, by third parties, or guests or visitors to the Building.
43.3 In the event the number of parking spaces in the Designated
Parking Area is reduced by circumstances beyond the control of Landlord, the
Allotted Parking shall be reduced proportionately.
44. ACCESS AND COMMON AREAS
44.1 Anything to the contrary contained in this Lease notwithstanding,
Landlord and all tenants, including Tenant hereunder, of this Building, shall
have a mutual right of access for purposes of emergencies relating to the
Building and its occupants through such areas where the same may be required
including the Demised Premises and the demised premises of any other tenant in
the Building.
44.2 Tenant shall have the right of nonexclusive use, in common with
others, of (a) automobile parking areas and driveways (subject to Article 43
hereof); (b) footways, and (c) such elevator and other facilities as may be
constructed and designated from time to time by Landlord in the Building, all
to be subject to the terms and conditions of the Lease and to reasonable rules
and regulations for the use thereof as prescribed from time to time by
Landlord.
45. INTENTIONALLY DELETED
46. BROKER
46.1 Tenant represents that Xxxxxxxxx Xxxxx Company, Inc. is the only
real estate broker responsible for bringing about, or negotiating, this Lease
and said broker is the only broker with whom it has dealt in connection with
the Demised Premises.
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46.2 In reliance upon the foregoing representation, Landlord agrees to
pay a commission to said broker in accordance with a separate agreement between
them, and Tenant agrees to defend, indemnify and hold harmless the Landlord,
its affiliates and/or subsidiaries from any expense or liability (including
attorney's fees) arising out of any claim for commission by any other broker
claiming or alleging to have acted on behalf of or to have dealt with Tenant.
47. CLEANING SERVICES
47.1 Landlord shall provide services for maintenance of the grounds,
common areas and parking areas and such other cleaning services within the
Demised Premises as are set forth on the "Cleaning Service Rider" annexed
hereto and made a part hereof as Exhibit "D".
48. ASSIGNMENT AND SUBLETTING
48.1 Supplementing the provisions of Article 11, and except as
provided in Section 48.8 if the Tenant shall desire to assign this Lease,
sublet or underlet all or any portion of the Demised Premises, it shall first
submit in writing to the Landlord a notice setting forth in reasonable detail:
(a) the identity and address of the proposed assignee or sublessee;
(b) in the case of a subletting, the terms and conditions thereof;
(c) the nature and character of the business of the proposed assignee
or sublessee and its proposed use for the Demised Premises;
(d) evidence that the proposed assignee or sublessee is a United
States citizen or citizens or a corporation qualified to do business in the
State of New Jersey and organized and existing under the laws of one of the
States of the United States;
(e) banking, financial and other credit information relating to the
proposed assignee or sublessee reasonably sufficient to enable Landlord to
determine the proposed assignee's or sublessee's financial responsibility; and
(f) in the case of a subletting of only a portion of the Demised
Premises, plans and specifications for Tenant's layout, partitioning, and
electrical installations for the portion of the Demised Premises to be sublet.
48.2 If the nature and character of the business of the proposed
assignee or sublessee, and the proposed use and occupancy of the Demised
Premises, or any portion thereof, by the proposed assignee or sublessee, is in
keeping and compatible with the dignity and character of the Building, then,
subject to compliance with the requirements of Article 11 and this Article 48,
anything to the contrary in Article 11 notwithstanding, Landlord agrees not
unreasonably to withhold or delay its consent to any such proposed
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assignment or subletting, provided that Tenant shall, by notice in writing as
described in Section 48.1, advise Landlord of its intention to assign this
lease or to sublease all or any part of the Demised Premises, from, on and
after a stated date (which shall not be less than 60 days after date of
Tenant's notice), in which event Landlord shall have the right, to be exercised
by giving written notice to Tenant within 30 days after receipt of Tenant's
notice, to recapture the space described in Tenant's notice. Such recapture
notice shall, if given, cancel and terminate this Lease with respect to the
space therein described as of a date which shall be the later of 30 days
following the date set forth in Tenant's notice, or 30 days after Tenant shall
have surrendered possession of the Demised Premises. In the event less than all
of the Demised Premises are recaptured, Landlord shall construct and erect such
partitioning as may be required to separate the space retained by Tenant from
the space recaptured. The cost of any such partitioning shall be borne fully
and exclusively by Tenant, shall constitute additional rent hereunder and shall
be payable to Landlord within 20 days following a statement from Landlord for
the amount thereof.
48.3 If this Lease is cancelled pursuant to the foregoing with respect
to less than the entire Demised Premises, the Minimum Rent and/or the Adjusted
Minimum Rent and Tenant's Occupancy Percentage shall be adjusted on the basis
of the number of square feet retained by Tenant in proportion to the number of
square feet originally demised under this Lease, and this Lease, as so amended,
shall continue thereafter in full force and effect.
48.4 In addition to the foregoing requirements: (a) no sublease shall
result in an occupancy of the Demised Premises by more than two tenants,
including the Tenant hereunder, provided that subleases to affiliates of Tenant
shall be permitted to result in an occupancy of the Demised Premises of up to
six tenants including Tenant hereunder, (b) no sublease, other than subleases to
affiliates of Tenant, shall be for a term of less than two years, unless the
unexpired term of this Lease shall be less than two years at the commencement of
the sublease, (c) no assignee or sublessee shall be an existing tenant of or any
party then negotiating for space in the Building, or any other building in the
office park of which the Building is a part (i) owned by Landlord, Bellemead
Development Corporation ("Bellemead") or any partnership in which Bellemead or
an affiliate of Bellemead is a partner or (ii) managed by Bellemead or an
affiliate of Bellemead ("Affiliated Building"), (d) no sublease shall result in
the occupancy of less than 5000 square feet of space, provided that subleases to
affiliates of Tenant shall be permitted to result in an occupancy of not less
than 2000 square feet of space, (e) Tenant shall not be in material default
under any of the terms and conditions of this Lease at the time of any notice or
request for consent under the terms of this Article or at the effective date of
such assignment or subletting and (f) no subletting or assignment other than
subleases to affiliates of Tenant shall be for a rental rate less than that
currently being charged by Landlord for comparable space in the Building or any
Affiliated Building (the "Going Rate"); in the event Landlord shall notify
Tenant of its Going Rate upon request from Tenant, Tenant shall be permitted to
rely on such rate solely for purposes of this subsection (pound sterling) for a
time period not to exceed sixty (60) days following such notice. Furthermore,
anything to the contrary in Section 48.2 notwithstanding, Landlord shall not
consent to any sublease unless Tenant agrees at the time of the proposed
sublease and in the Tenant's notice required in Section 48.2 to pay over to
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Landlord fifty (50%) percent of all rents (of whatever nature) payable by the
prospective sublessee to Tenant pursuant to such sublease which exceeds the pro
rata share of the then Adjusted Minimum Rent allocable to the sublease premises
payable by Tenant hereunder.
48.5 Any sublease must provide (a) it shall be subject and subordinate
to all of the terms and conditions of this Lease, (b) that notwithstanding
Article 2 hereof, the use of the Demised Premises thereunder shall be restricted
exclusively to executive and administrative office use, (c) that the term
thereof shall not extend beyond a date which is one day prior to the expiration
date of the then current Initial Term or Renewal Term hereof, (d) no sublessee
shall be permitted to further sublet all or any part of the Demised Premises
without first complying with each and every requirement of this Article 48 and
without obtaining Landlord's prior written consent which shall not otherwise be
unreasonably withheld or delayed, and (e) in the event of cancellation or
termination of this Lease for any reason whatsoever or of the surrender of this
Lease whether voluntary, involuntary or by operation of law, prior to the
expiration date of such sublease, including extensions and renewals granted
thereunder, that, at Landlord's option, the subtenant shall make full and
complete attornment to Landlord for the balance of the term of the sublease,
which attornment shall be evidenced by an agreement in form and substance
satisfactory to Landlord which the subtenant shall execute and deliver at any
time within five days after request by Landlord, its successors and assigns.
The subtenant shall waive the provisions of any law now or hereafter in effect
which may give the subtenant any right of election to terminate the sublease or
to surrender possession of the Premises in the event any proceeding is brought
by Landlord to terminate this Lease.
48.6 Each of the following events shall be deemed to constitute an
assignment of this Lease and shall require the prior written consent of
Landlord in each instance:
(a) Any assignment or transfer of this Lease by operation of
law;
(b) Any hypothecation, pledge or collateral assignment of this
Lease;
(c) Any involuntary assignment or transfer of this Lease in
connection with bankruptcy, insolvency, receivership or otherwise;
(d) Any assignment, transfer, disposition, sale or acquiring of
a controlling interest in Tenant to or by any person, entity or group of
related persons or affiliated entities, whether in a single transaction
or in a series of related or unrelated transactions; and
(e) Any issuance of an interest or interests in Tenant (whether
stock, partnership interests or otherwise) to any person, entity or
group of related persons or affiliated entities, whether in a single
transaction or in a series of related or unrelated transactions, such
that following such issuance, such person, entity or group shall hold a
controlling interest in Tenant.
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For purposes of the immediately preceding sentence, a "controlling interest" of
Tenant shall mean fifty (50%) percent or more of the aggregate issued and
outstanding equitable interests (whether stock, partnership interests or
otherwise) thereof.
48.7 Any provision of Article 11 and sections 48.1, 48.2 and 48.6 to
the contrary notwithstanding, but subject to Sections 48.3, 48.4, 48.5 and 48.8:
(a) Any corporate Tenant shall have the right, without the consent of
Landlord, to assign this Lease or sublet all or any part of the Demised
Premises to any corporation controlling, controlled by or under common
control with Tenant, provided that no such assignee shall further assign
this Lease and no such sublessee shall assign or encumber its sublease or
further sublet all or any part of the Demised Premises to any person other
than a corporation controlling, controlled by or under common control with
Tenant, except in accordance with the provisions of Article 11 and this
Article 48, and provided, further, that any event resulting in such
assignee or sublessee ceasing to be a corporation controlling, controlled
by or under common control with Tenant shall be deemed to be an assignment
of this Lease requiring the prior consent of Landlord, and Tenant shall
thereupon be required to comply with all provisions of Article 11 and
this Article 48 applicable thereto. For purposes of the immediately
foregoing, "control", means ownership of at least eighty (80%) percent of
the issued and outstanding voting stock of such corporation.
(b) Any corporate Tenant shall also have the right, without the
consent of Landlord, to assign this Lease to any corporation succeeding to
Tenant by merger or consolidation in accordance with applicable statutory
provisions for merger or consolidation of corporations or by purchase of
all or substantially all of Tenant's assets, provided that immediately
after such merger, consolidation or purchase, the shareholders' equity
(capital stock, additional paid-in capital and retained earnings) of the
successor corporation or the purchasing corporation, as the case may be,
shall at least equal the shareholders' equity of Tenant immediately prior
to such merger, consolidation or purchase and shall be so certified by
the chief financial officer of the assignee. Effective upon the making of
an assignment permitted under the immediately preceding sentence, the
assignor shall be released from further liability under this Lease.
It is Landlord's intent to permit assignment of this Lease and subletting
pursuant to this Section 48.7 exclusively as an accommodation to the bona fide
and legitimate business needs of Tenant, and notwithstanding the provisions
hereof, no assignment of this Lease or sublease of the Demised Premises without
Landlord's consent hereunder shall be permitted where the sole or primary
purpose of such assignment or subletting is to permit occupancy of the Demised
Premises by a third party in avoidance of Landlord's consent, or in the case of
a corporation's purchasing all or substantially all of Tenant's assets where
this Lease constitutes all or a substantial portion of such assets.
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Tenant shall promptly give Landlord prior notice of any assignment of
this Lease or subletting permitted under this Section 48.7, accompanied by all
documentation required to establish compliance with the requirements of
subsections (a) and (b) above and shall also promptly provide Landlord with a
copy of any executed instrument of merger, consolidation or assignment or the
executed sublease, as the case may be.
48.8 It is a condition to the effectiveness of any assignment
otherwise complying with Article 11 and this Article 48 that the assignee
execute, acknowledge and deliver to Landlord an agreement in form and substance
satisfactory to Landlord whereby the assignee assumes all obligations of Tenant
under this Lease, and agrees that the provisions of Article 11 and this Article
48 shall continue to be binding upon it in respect of all future assignments
and deemed assignments of this Lease. No assignment of this Lease shall release
the assignor from its continuing obligations to Landlord under this Lease,
except as expressly herein provided, and Tenant and any subsequent assignor
shall continue to remain jointly and severally liable (as primary obligor) for
all Tenant's obligations hereunder.
48.9 Tenant shall be responsible for obtaining all permits and
approvals required by any governmental or quasi-governmental agency for any
work or otherwise required in connection with any assignment of this Lease or
any sublease, and Tenant shall deliver copies of the same to Landlord prior to
the commencement of work if work is to be done. Tenant is furthermore
responsible for and is required to reimburse Landlord for all costs including
legal fees which Landlord incurs in reviewing any proposed assignment of this
Lease or any sublease and any permits, approvals and applications for the
construction within the Demised Premises. Tenant's failure to obtain any of the
above-mentioned permits and approvals or to submit same and a duplicate
original counterpart of the assignment or sublease to Landlord within five days
of the date of issuance or execution of such item(s) shall constitute a default
under this Lease.
48.10 If Landlord reasonably withholds its consent of any proposed
assignment or sublease, or if Landlord exercises its recapture option under
Section 48.2, Tenant shall indemnify, defend and hold harmless Landlord against
and from all loss, liability, damage, cost and expense (including reasonable
attorneys' fees and disbursements) resulting from any claims that may be made
against Landlord by the proposed assignee or sublessee or by any brokers or
other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease.
48.11 If Landlord consents to any proposed assignment or sublease and
Tenant fails to consummate the assignment or sublease to which Landlord
consented within 45 days after the giving of such consent, Tenant shall be
required again to comply with all of the provisions and conditions of this
Article 48 before assigning this Lease or subletting all or part of the Demised
Premises.
48.12 Tenant, its sublessees, and their respective successors and
assigns acknowledge and agree that the restriction that Landlord's consent to a
proposed assignment of this Lease or to a subletting under certain
circumstances shall not be unreasonably withheld and shall not be intended or
construed as an agreement or covenant on the part of the Landlord, but rather
as a qualification on Tenant's covenant not to assign this Lease or
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sublet, and they further agree that under no circumstances shall Landlord be
liable in damages or subject to liability of any other kind or nature whatever
by reason of Landlord's failure or refusal to grant its consent to any proposed
assignment of this Lease or subletting of the Demised Premises, the sole and
exclusive recourse being a declaratory judgment on the question of Landlord's
reasonableness.
48.13 The joint and several liability of the named Tenant and any
immediate or remote successor in interest of the named Tenant for the due
performance and observance of all covenants and conditions to be performed and
observed by Tenant shall not be impaired by any agreement of Landlord extending
the time for such performance or observance or by Landlord's waiving or failing
to enforce any provision of this Lease.
49. TENANT'S COOPERATION; REASONABLE MODIFICATION; ESTOPPEL CERTIFICATE
49.1 If, in connection with obtaining financing for the Building and/or
the Real Estate, or otherwise upon the interest of the Landlord, as lessee,
under any ground or underlying lease, any lending institution shall request
reasonable modifications of this Lease as a condition of such financing, Tenant
covenants not unreasonably to withhold or delay its agreement to such
modification, upon Landlord's request, provided that such modification does not
materially or adversely affect the rights of Tenant under this Lease.
49.2 Tenant agrees at any time and from time to time, upon not less
than ten days' prior written request, that Tenant shall execute, acknowledge
and deliver to Landlord, or its designee, a statement in writing certifying:
that this Lease is unmodified and is in full force and effect (or if there have
been modifications, the specifics thereof and that the Lease is in full force
and effect as modified); the dates to which the Minimum Rent (or Adjusted
Minimum Rent) and additional rent have been paid; and the amount of all rents
paid in advance, if any. It is intended hereby that any such statement
delivered pursuant to this Article may be relied upon by a prospective
purchaser of the Landlord's interest or a mortgagee of Landlord's interest, or
any assignee of any mortgage upon Landlord's interests in the Real Estate. The
foregoing obligation shall be deemed a substantial obligation of the tenancy,
the breach of which shall give Landlord those remedies herein provided for an
event of default.
50. LIMITATION OF LIABILITY; DEFINITION OF "LANDLORD"
50.1 Notwithstanding anything to the contrary herein provided, each and
every term, covenant, condition and provision of this Lease is hereby made
specifically subject to the provisions of this Article 50. The term "Landlord"
as used in this Lease means only the owner or lessor for the time being of the
Building, so that in the event of any conveyance of such interest and the
transfer to the transferee of any funds then being held under this Lease by
such owner, Landlord shall be and hereby is entirely freed and relieved of any
and all obligations of Landlord hereunder thereafter accruing, and it shall be
deemed without further agreement between the parties and such grantee(s) that
the grantee has assumed and agreed to observe and perform all
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obligations of Landlord hereunder. It is specifically understood and agreed that
notwithstanding anything to the contrary herein provided or otherwise provided
at law or in equity, there shall be absolutely no personal liability in excess
of its interest in the Real Estate to the Landlord or any successor in interest
thereto (whether the same be an individual, joint venture, tenancy in common,
firm or partnership, general, limited or otherwise) or on the part of the
members of any firm, partnership or joint venture or other unincorporated
Landlord with respect to any of the terms, convenants and/or conditions of this
Lease; in the event of a breach or default by Landlord, or any successor in
interest thereof, of any of its obligations under this Lease, Tenant shall look
solely to the then Landlord for the satisfaction of each and every remedy of
Tenant, such exculpation of personal and additional liability which is in excess
of such interest in the Real Estate to be absolute and without any exception
whatsoever.
51. STATUTORY WAIVER; NOTICE BY TENANT
51.1 Tenant waives the benefit of New Jersey Revised Statures, Title
46, Chapter 8, Sections 6 and 7. Tenant agrees that it will not be relieved of
the obligations to pay the Minimum Rent, Adjusted Minimum Rent or any additional
rent in case of damage to or destruction of the Building, except as provided in
Article 9 of the printed portion of this Lease.
51.2 Tenant shall give Landlord immediate notice in case of fire or
accident within the Demised Premises, or, within the Building if involving
Tenant, its servants, agents, employees, invitees or licensees.
52. CORPORATE AUTHORITY
52.1 Tenant represents that the officer(s) executing and delivering
this Lease has (have) been duly authorized to enter into this Lease and that the
execution and delivery of this Lease by Tenant do not and shall not violate any
provision of any by-law, agreement, order, judgment, governmental regulation or
any other obligation to which Tenant is a party or is subject.
52.2 Upon execution hereof, Tenant shall deliver an appropriate
certification by its secretary and assistant secretary to the above effect.
53. PERSONAL PROPERTY TAXES
53.1 Tenant agrees to pay all taxes imposed on the personal property of
Tenant in connection with its use and occupancy of the Demised Premises, and to
hold Landlord harmless therefrom.
54. BUILDING CHANGES
54.1 This Lease shall not be affected or impaired by any change to any
lawns, sidewalk or streets adjacent to or around the Building, except as
provided in the provisions of this lease Dealing with condemnation.
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55. HOLDING OVER
55.1 If Tenant holds over in the Demised Premises beyond the
Termination Date or prior expiration of the term hereof. Tenant shall become a
tenant from month-to-month at one and one-half times the Adjusted Minimum Rent
then payable hereunder and otherwise upon all the other terms and conditions of
this Lease, and shall continue to be such month-to-month tenant until such
tenancy shall be terminated by Landlord or such possession shall cease. Nothing
contained in this Lease shall be construed as a consent by Landlord to the
occupancy or possession by Tenant of the Premises beyond the Termination Date or
prior expiration of the term hereof shall be entitled to the benefit of all
legal remedies that now may be in force or may be hereafter enacted for summary
possession of the Demised Premises.
56. RESTRICTIVE COVENANT - FOOD SERVICE
56.1 Tenant hereby covenants and agrees (anything to the contrary
contained in this lease, notwithstanding) that it shall not use the Demised
Premises or any portion thereof, for the service of food to the public, nor
shall it maintain any facilities for the sale or consumption of food to and by
the public without, in each case, obtaining the prior written consent of the
Landlord. The consent of the Landlord required hereunder shall be given solely
in the discretion of the Landlord. Notwithstanding the above, Tenant shall be
permitted to maintain lunchrooms for its executives and employees on the
premises.
56.2 Landlord represents to Tenant, and Tenant acknowledges, that
pursuant to agreements made or to be made by and between the Landlord and third
parties for the operation of a restaurant, cafeteria, coffee-cart and similar
food services for this Building and/or other buildings in the office park in
which this Building is located, no tenant of this Building, including Tenant, or
of any other buildings in the office park in which this Building is located
shall prepare, contract for, serve or otherwise make available a food service
facility in competition with such third parties. Any breach of this restriction
by the Tenant shall be deemed a material event of default under the terms of
this Lease, and Landlord may, in its discretion, exercise such remedies as it
may deem appropriate to terminate this Lease, prevent a violation of this
covenant, and recover any damages to which it may be exposed by virtue of a
breach by the Tenant.
57. NOTICES
57.1 All notices, demands and requests which may or are required to be
given by either party hereunder to the other, shall be in writing. All notices,
demands and requests by Landlord to Tenant shall be deemed to have been properly
given if sent by registered or certified mail, return receipt requested,
postage prepaid, addressed to Tenant at:
TENANT: Alexander & Alexander Consulting Group Inc.
Prior to the Commencement Date:
00-00 Xxxxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
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71
On or after the Commencement Date:
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
with a copy to:
Xxxxxxxx X. Xxxx, Xx., Esq.
Vice President and General Counsel
Alexander & Alexander Inc.
000 Xxxx Xxxxx Xxxx
Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
or to such other address as Tenant may from time to time designate by notice to
Landlord.
All notices, demands and requests by Tenant to Landlord shall be deemed
to have been properly given if sent by registered or certified mail, return
receipt requested, postage prepaid, addressed to Landlord at:
LANDLORD: Meadowland Associates
c/o Bellemead Management Co,. Inc.
0 Xxxxxx Xxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
with copies to:
Xxxxxxx Xxxxxxxx, Esq.
Xxxxxxx Xxxxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address as Landlord may from time to time designate by notice
to Tenant.
All notices referred to hereunder shall be deemed given and received
two days after the date said notice is mailed by United States registered or
certified mail as aforesaid, in any post office or branch post office regularly
maintained by the United States Government, unless said notice was personally
served upon an officer of Landlord or Tenant, in which cash such notice shall
be deemed given when delivered.
58. SEVERABILITY OF PROVISIONS
58.1 If any term or provision of this Lease or the application thereof
to any party or circumstance shall to any extent be invalid or unenforceable,
the remainder of this Lease or the application of such term or provision to
parties or circumstances other than those with respect to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.
59. NO OFFER OR AGREEMENT
59.1 No employee or agent of Landlord, no broker, and no agent of any
broker, or any agent or employee of Tenant, other than Tenant's Chief Executive
Officer or Chief Operating Officer, has authority to make or agree to make a
lease or any other
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72
agreement or undertaking in connection herewith, including, but not limited to
the modification, amendment or cancellation of a lease. The mailing or delivery
of this document by the Landlord or its agent to Tenant, its agent or attorney
shall not be deemed an offer by the Landlord to lease the Demised Premises on
the terms herein. This Lease shall not be effective, nor shall Tenant have any
rights with respect thereto unless and until Landlord shall accept this Lease
and execute and deliver the same to Tenant.
60. RENEWAL OPTION
60.1 Subject to the provisions of Section 60.2 below, Tenant
shall have the option to renew this Lease for an additional term of five (5)
years (the "Renewal Term"), which Renewal Term shall commence upon the
expiration of the term described in Article 37 of this Lease (the "Initial
Term"). The terms, covenants and conditions during the Initial Term, including
but not limited to the definitions of First Tax Year and First Operating Year
as set forth in Article 36 hereof, shall be projected and carried over into the
Renewal Term, except as specifically set forth hereinafter.
(a) The Minimum Rent shall be the greater of (i) Market Rent
(as defined in clause (b) below) or (ii) the Adjusted Minimum Rent as
of the last day of the Initial Term.
(b) "Market Rent" shall mean the fair market rent for the
Demised Premises, as of the date 180 days prior to the expiration of
the Initial Term (the "Determination Date"), based upon the rents
generally in effect for comparable office space in the area in which
the Real Estate is located (as such space is then being offered with a
standard work letter). Market Rent (for the purposes of determining the
Minimum Rent only during the Renewal Term) shall be determined on what
is commonly known as a "gross" basis; that is, in computing Market
Rent it shall be assumed that all real estate taxes and customary
services are included in such additional charges. Notwithstanding the
foregoing, the Minimum Rent for the Renewal Term shall be thereafter
increased from time to time as provided in this Lease, and the First
Tax Year and First Operating Lease Year for the Renewal Term shall be
defined as provided in Article 36 hereof.
(c) Landlord shall notify Tenant ("Landlord's Determination
Notice") of Landlord's determination of the Market Rent within 60 days
of the Determination Date. If Tenant disagrees with Landlord's
determination, Tenant shall notify Landlord ("Tenant's Notice of
Disagreement") within fifteen (15) days of receipt of Landlord's
Determination Notice. Time shall be of the essence with respect to
Tenant's Notice of Disagreement, and the failure of Tenant to give
such notice within the time period set forth above shall conclusively
be deemed an acceptance by Tenant of the Market Rent as determined by
landlord and a waiver by Tenant of any right to dispute such Market
Rent. If Tenant timely gives its Tenant's Notice of Disagreement, then
the Market Rent shall be determined as follows:
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Landlord and Tenant shall, within thirty (30) days of the date on which
Tenant's Notice of Disagreement was given, each appoint an Appraiser
for the purpose of determining the Market Rent. An Appraiser shall mean
a duly qualified impartial real estate appraiser having at least 10
years' experience in the area in which the Demised Premises are
located. In the event that the two Appraisers so appointed fail to agree
as to the Market Rent within a period of 30 days after the appointment
of the second Appraiser, such two Appraisers shall forthwith appoint a
third Appraiser who shall make a determination within 30 days
thereafter. If such two Appraisers fail to agree upon such third
Appraiser within 10 days following the last 30 day period, such third
Appraiser shall be appointed by a Judge of the Superior Court of the
State of New Jersey. Such two Appraisers or three Appraisers, as the
case may be, shall proceed with all reasonable dispatch to determine
the Market Rent. The decision of such Appraisers shall be final; such
decision shall be in writing and a copy shall be delivered
simultaneously to Landlord and to Tenant. If such Appraisers fail to
deliver their decision as set forth above prior to the commencement of
the Renewal Term, Tenant shall pay Landlord the Adjusted Minimum Rent
at the rate as of the last day of the Initial Term, until such decision
is so delivered. If the Market Rent as determined above is in excess of
the actual rent paid, then Tenant, upon demand, shall pay to Landlord
the difference between the actual rent paid and the Market Rent from
the commencement of the Renewal Term. Landlord and Tenant shall each be
responsible for and shall pay the fee of the Appraiser appointed by
them respectively, and Landlord and Tenant shall share equally the fee
of the third Appraiser.
60.2 Tenant's option to renew, as provided in Section 60.1
above, shall be conditioned upon and subject to each of the following:
(a) Tenant shall notify Landlord in writing of its exercise of
its option to renew at least 9 months, but not more than 12 months,
prior to the expiration of the Initial Term;
(b) At the time Landlord receives Tenant's notice as provided
in (a) above, and at the expiration of the Initial Term, Tenant shall
not be in default under the terms or provisions of this Lease and
Tenant shall not have subleased any portion of the Demised Premises;
(c) Tenant shall have no further renewal option other than
the option to extend for the one Renewal Term as set forth in Section
60.1 above;
(d) This option to renew shall be deemed personal to the
Tenant and may not be assigned without the express consent of Landlord;
(e) Landlord shall have no obligation to do any work or
perform any services for the Renewal Term with respect to the Demised
Premises which Tenant agrees to accept in its then "as is" condition;
and
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(f) Ten days prior to the commencement of the Renewal Term, Tenant
shall deposit with Landlord such additional sums as may be required to increase
any Security Deposit than held by Landlord proportionate to the increase in the
Minimum Rent.
61. TENANT'S SPECIAL SECURITY
61.1 Supplementing the requirement, if any, of paragraph 33 of the
Printed Portion of this Lease, an amount ("Tenant's Special Security") equal to
one monthly installment of Minimum Rent shall be deposited by Tenant with
Landlord upon the execution of this Lease as security for the faithful
performance and observance by Tenant of the term, conditions and provisions of
this Lease. landlord agrees to hold Tenant's Special Security in a money market
account at a commercial bank, savings bank or savings and loan institution
authorized to do business in the State of New Jersey. Provided Tenant is not
then in default in any of its obligations hereunder, Landlord agrees to return
Tenant's Special Security, together with all interest earned thereon, upon
receipt of the first monthly installment of Minimum Rent due on the Rent
Commencement Date.
62. CROSS DEFAULT
62.1 It is acknowledged by the parties hereto that Alexander &
Alexander of New York Inc. ("A&A") and 1280 Associates have entered into a
lease of even date herewith covering the entire fourth and fifth floors of the
office building located at 0000 Xxxx Xxxxxx West, Lyndhurst, New Jersey (as
such lease may be amended or modified, the "Other Lease"). It is specifically
understood and agreed that a default by Tenant under this Lease shall also be
deemed a default by A&A under the Other Lease, and that a default by A&A under
the Other Lease shall also be deemed a default by Tenant under this Lease.
62.2 It is acknowledged by the parties hereto that A&A and Bellemead
Development Corporation, a Delaware corporation ("BDC"), have entered into that
certain Agreement of Sublease (the "Sublease") of even date herewith. It is
specifically understood and agreed that a default by Tenant under this Lease
shall also be deemed a default by A&A under the Sublease, and that a default by
A&A under the Sublease shall also be deemed a default by Tenant under this
Lease.
63. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
63.1 This Lease, including any options for renewal or purchase
contained herein or executed in connection herewith, shall be subject and
subordinate to any ground lease, underlying lease and/or all mortgages made or
given by Landlord, which now or hereafter affect the real property of which the
Demised Premises forms a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof.
63.2 Landlord shall request from the lessor under any ground or
underlying lease and/or mortgagees holding any mortgage affecting the Building
or the Demised Premises, an agreement, providing in substance that,
notwithstanding any default by the
75
Landlord under such leases or mortgages, and so long as this Lease is in
effect, that:
a) in the event of a default under any lease or mortgage, or
should it become necessary to foreclose a mortgage or terminate a lease,
the mortgagee or lessor thereunder shall not join the Tenant in any
summary or foreclosure proceedings, nor shall Tenant be evicted or its
leasehold estate hereunder be disturbed or terminated, so long as
Tenant is not in default under any of the terms, covenants and
conditions of this Lease;
b) in the event that the holder of such lease or mortgage or any
of its successors or assigns, shall hereafter succeed to the interest of
the Landlord under this Lease, the lessor or mortgagee shall agree to be
bound to the Tenant under all of the terms, covenants and conditions of
this Lease, and the Tenant agrees that from and after such event it
shall attorn to and recognize such successor as Tenant's landlord under
this Lease. Tenant shall execute promptly and deliver any instrument
that may be necessary to evidence such attornment within ten days after
any such landlord or mortgagee shall give notice and demand to Tenant
requesting the execution and delivery of such instrument, accompanied by
a draft of the proposed instrument. Should Tenant fail or refuse to do
so, Tenant hereby irrevocably appoints Landlord its attorney-in-fact to
execute such instrument on behalf of Tenant.
c) upon the attornment provided for above, this Lease shall
continue in full force and effect as a lease directly between such
successor landlord and the Tenant hereunder, upon and subject to all of
the terms, covenants and conditions hereunder. All rights and
obligations under this Lease shall continue as though the interest of
Landlord had not been terminated. Tenant shall have all of the remedies
provided hereunder against any such lessor or mortgagee for the breach
of any agreement contained in this Lease that Tenant might have had
under this Lease against the Landlord hereunder, as if such lessor or
mortgagee had not succeeded to the interest of the Landlord; provided
however, that no lessor or mortgagee shall be:
(i) liable for any act or omission of any prior landlord
(including the Landlord); or
(ii) subject to any offsets or defenses which the Tenant
might have against any prior landlord (including the Landlord);
or
(iii) bound by any rent or additional rent which the
Tenant might have paid for more than or in advance of the
current month to any prior landlord (including the Landlord); or
(iv) liable to Tenant for the return of any security
deposit made hereunder, unless such Lessor or Mortgagee shall
have actually received the same and shall be entitled to retain
and apply the same pursuant to the terms of this Lease; or
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(v) bound by any amendment or modification of this Lease made
without its consent.
63.3 Tenant hereby agrees that within ten days following request by
any such Landlord or by the holder of any mortgage, described in this Article,
it shall execute, acknowledge and deliver an agreement in form substantially
similar to that described in Section 63.2 of this Article.
63.4 Tenant agrees to provide Landlord upon request, a consolidated
balance sheet and profit and loss statement of operations for the most current
past year, compiled for the confidential use of Landlord, when required in good
faith by Landlord, in connection with a sale of the Building or Demised
Premises, mortgage applications, renewals thereof or inquiries by the present
mortgagee or future mortgagee.
63.5 Tenant further agrees, within ten days following a request by
Landlord, to certify by written instrument duly executed and acknowledged to
the Landlord under any ground or underlying lease or the holder of any mortgage,
affecting the Building or the Demised Premises or to any prospective purchaser,
that this Lease is in full force and effect, or if not, in what respect it is
not; that this Lease has not been modified, or, if so, the extent to which it
has been modified; that there are no existing defaults hereunder to the best of
the knowledge of the party so certifying, or specifying the defaults, if any.
64.0 Notwithstanding any other provision to the contrary herein*
IN WITNESS WHEREOF, Landlord has signed this Lease and this Rider, and
Tenant, by its proper corporate officers, has signed this Lease and this Rider
this 7th day of October, 1986.
LANDLORD: MEADOWLANDS ASSOCIATES
By: ARC Meadowlands Associates,
General Partner
By: ARC Meadowlands, Inc.
General Partner
WITNESS:
/s/ [Illegible Signature] /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxxx, President
TENANT: ALEXANDER & ALEXANDER
WITNESS: CONSULTING GROUP INC.
/s/ Xxxxxxx X. Guiness BY: /s/ [Illegible Signature]
-------------------------------- ----------------------------
Title
Vice President
Alexander & Alexander Inc.
*Tenant's execution of this Lease shall be conditional only and subject to
ratification by the Board of Directors of its parent corporation, Alexander &
Alexander Services Inc. Tenant shall advise Landlord of its parent company's
ratification in writing on or before November 30, 1986.
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EXHIBIT A
[BELLEMEAD MANAGEMENT CO., INC. LETTERHEAD]
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
P. 271 732 791
April 10, 1987
Alexander & Alexander Consulting Group, Inc.
00-00 Xxxxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
RE: Commencement Notice
Leased Premises - 000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx/00,000 square feet
----------------------------------------
Gentlemen:
In accordance with the terms of the Lease, the First Amendment of Lease
and by mutual consent, the Lease will commence May 1, 1987 and terminate
fifteen (15) years thereafter on April 30, 2002.
Commencing May 1, 1987 and continuing through April 30, 1992, the
Minimum Annual Rent will be $1,241,702.00, payable in equal monthly
installments of $103,475.17. Effective May 1, 1992 and continuing through April
30, 1997, the Minimum Annual Rent shall be $1,552,127.50, payable in equal
monthly installments of $129,343.96. Beginning on May 1, 1997 and ending on the
Termination Date, the Minimum Annual Rent for the premises shall be the greater
of A) Market Rent, as determined pursuant to Article 60, Section 60.1(b),
provided that, the determination date for the Market Rent shall be 180 days
prior to May 1, 1997 (on or about October 31, 1996), or B) the Adjusted Minimum
Rent as of April 30, 1997.
Since we do not invoice the monthly rent, please advise your Accounts
Payable department to forward the rent, due the first of each month directly to
"Bellemead, As Agent Meadowlands Associates", x/x Xxxxxxxxx, 0 Xxxxxx Xxxx
Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
We acknowledge receipt of Tenant's Special Security in the amount of
$103,475.17, the terms of which may be found in Article 61 of the Lease.
78
Alexander & Alexander -2- April 10, 1987
If you are in agreement with the above, please sign and return to my
attention, the enclosed copy of this letter. The original should be attached to
and made part of the Lease.
Very truly yours,
BELLEMEAD MANAGEMENT CO., INC.
Managing Agent for
Meadowlands & Associates
/s/ Xxxxxx Xxxxx
-------------------------------
Xxxxxx Xxxxx
Assistant Vice President
CH:nvr
Enclosure
AGREED TO AND ACCEPTED: Alexander & Alexander Consulting Group, Inc.
--------------------------------------------
BY: /s/ Xxxxxx Xxxxxxxxx DATE: 4/15/87
------------------------------ -------
cc: X. Xxxxxxxx, Esq.
X. Xxxx, Xx., Esq.
X. Xxxxxx
X. Xxxxxxxx
X. Xxxxxx
X. Xxxxxxxxx
X. Xxxxx
79
EXHIBIT A
FIRST AMENDMENT TO LEASE
THIS AMENDMENT, is made this 27th day of October, 1986 between
MEADOWLANDS ASSOCIATES, a New Jersey limited partnership having an office c/o
Bellemead Management Co., Inc., 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000
(the "Landlord"), and ALEXANDER & ALEXANDER CONSULTING GROUP INC., a New JERSEY
corporation, having an address at 00-00 Xxxxx 000, Xxxxxxxx, Xxx Xxxxxx 00000
(the "Tenant").
W I T N E S S E T H
WHEREAS, the Landlord and the Tenant have heretofore entered into a
Lease dated October 7, 1986 (the "Lease") for the entire second (2nd) and fifth
(5th) floors of the office building located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000; and
WHEREAS, the parties desire to amend the Lease to reflect changes
agreed to by the parties subsequent to the date of execution thereof;
NOW THEREFORE, for good and reasonable consideration, receipt of which
is hereby acknowledged, the parties hereby agree as follows:
1. Footnote 3 of the Addendum to Printed Portion of Lease is hereby
deleted in its entirety and the following Footnote 3 is added in its place:
3. Tenant shall have the option of terminating this Lease upon
thirty (30) days' written notice to Landlord in the event Landlord
shall not have substantially completed restoration of the Demised
Premises as of a date which is 120 days after such fire or casualty
provided such fire or casualty destroys 25% or less of the Demised
Premises and further provided Tenant submits such notice to Landlord
within 150 days after such fire or casualty. If such fire or
casualty destroys more than 25% of the Demised Premises, Tenant
shall have the option of terminating this Lease only in the event
Landlord shall not have substantially completed restoration of the
Demised Premises as of a date which is 180 days after such fire or
casualty and only in the event Tenant submits such notice to
Landlord within 210 days after such fire or casualty.
2. Article 64 of the Rider to Lease is hereby deleted in its entirety.
3. Except as amended hereby, the Lease should remain in full force and
effect.
80
IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment to Lease the day and year first above written.
LANDLORD:
MEADOWLANDS ASSOCIATES
By: ARC Meadowlands
Associates, General
Partner
WITNESS:
/s/ [Illegible Signature] By: /s/ Xxxxxxx Xxxxxxxxx
------------------------- ---------------------
Title: President
TENANT:
ALEXANDER & ALEXANDER
CONSULTING GROUP INC.
WITNESS:
------------------------- By: /s/ [Illegible Signature]
------------------------
Title:
