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EXHIBIT 10.1
AGREEMENT OF LEASE
Between
THE MEDICAL SOCIETY OF NEW JERSEY
and
NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
Dated: June 29, 1981
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INDEX
Page
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1. DEMISED PREMISES....................................................... 1
2. COMMENCEMENT DATE...................................................... 2
3. TERM................................................................... 2
4. RENT................................................................... 2
5. UTILITIES AND SERVICES................................................. 5
6. ADDITIONAL SPACE - TERMINATION......................................... 7
7. OTHER TENANTS.......................................................... 8
8. SIGNS.................................................................. 8
9. COMMON AREAS GRAPHICS.................................................. 8
10. ALTERATIONS............................................................ 9
11. REPAIRS................................................................ 10
12. ASSIGNMENT............................................................. 11
13. USE OF PREMISES........................................................ 12
14. SUBORDINATION AND NONDISTURBANCE....................................... 12
15. LOSS, DAMAGE........................................................... 14
16. FIRE, CASUALTY......................................................... 14
17. EMINENT DOMAIN......................................................... 15
18. ACCESS TO PREMISES..................................................... 16
19. HOLDOVER............................................................... 16
20. BANKRUPTCY............................................................. 16
21. DEFAULT................................................................ 17
22. REMEDIES............................................................... 18
23. WAIVER................................................................. 19
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24. TITLE - QUIET ENJOYMENT................................................ 19
25. NOTICES................................................................ 19
26. PARKING................................................................ 20
27. SUBROGATION WAIVER..................................................... 20
28. RULES AND REGULATIONS.................................................. 20
29. REAL ESTATE TAXES...................................................... 21
30. INSURANCE.............................................................. 22
31. INDEMNIFICATION........................................................ 24
32. CONSENT BY LANDLORD.................................................... 25
33. CURING LANDLORD'S AND TENANT'S DEFAULTS................................ 25
34. RECORDING.............................................................. 26
35. BROKERS................................................................ 27
36. PERFORMANCE OF LANDLORD'S OBLIGATIONS.................................. 27
37. CERTAIN INFORMATION TO BE FURNISHED BY LANDLORD........................ 27
38. SUPPLEMENTAL SERVICES BY TENANT........................................ 27
39. CHOICE OF LAW.......................................................... 28
40. CAPTIONS............................................................... 28
41. SEVERABILITY........................................................... 28
42. ENTIRE AGREEMENT; AMENDMENTS........................................... 28
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EXHIBITS
Exhibit A List of Plans and Specifications
Exhibit B List of Present and Contemplated Mortgages
Exhibit C Exceptions to Title
Exhibit D Landlord's Rules and Regulations
Exhibit E Memorandum of Lease
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LEASE
AGREEMENT OF LEASE, made this 29th day of June 1981, between THE
MEDICAL SOCIETY OF NEW JERSEY, a New Jersey corporation, having offices at Two
Princess Road, Lawrenceville, New Jersey (the "Landlord"), and NEW JERSEY STATE
MEDICAL UNDERWRITERS, INC., a New Jersey corporation, having offices at Two
Princess Road, Lawrenceville, New Jersey (the "Tenant"),
W I T N E S S E T H:
That Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord all that part of the building and premises (the "Building") located at
Two Princess Road, Lawrenceville, New Jersey, specified in Paragraph 1 hereof,
to be occupied and used for office purposes for the term set forth in Paragraph
3, unless sooner terminated as herein provided, at an annual rental as set forth
in Paragraph 4, payable, in advance, in monthly installments, as specified in
Paragraph 4, all such payments to be made at the office of Landlord at Two
Princess Road, Lawrenceville, New Jersey, or such other place as Landlord may
from time to time designate in writing.
The parties hereto, for themselves, their legal representatives,
successors and assigns, hereby covenant as follows:
1. DEMISED PREMISES. The premises leased hereby shall consist of a part
of the first floor and mezzanine of the Building comprising 7942 net square feet
of office space and 9039.5 gross square feet of space (the "Demised Premises").
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In addition to the foregoing premises, this Lease shall also include,
without limitation, Tenant's right of access to and use of all common areas of
the Building, including meeting room areas subject to the priority of the
Landlord's requirements as to availability, and all parking as specified in
Paragraph 26 in common with other tenants of the Building.
Landlord represents and covenants that the improvements to the Demised
Premises made at its cost and expense have been constructed and completed by it
substantially in accordance with the plans, specifications and other documents
listed on Exhibit A annexed hereto and made part hereof (as amended by the
parties prior to the date hereof), and comply with all applicable governmental
laws, ordinances, regulations, approvals and other requirements.
2. COMMENCEMENT DATE. The Commencement Date for the payment of rent
shall be January 1, 1981.
3. TERM. The term of the Lease shall commence as provided in Paragraph
2 and shall terminate twenty-five (25) years after the Commencement Date (the
"Termination Date"), unless sooner terminated as herein provided. Both parties
shall execute and deliver an instrument in recordable form setting forth the
actual Commencement Date and Termination Date pursuant to this Lease. Such
instrument shall be in the form attached hereto as Exhibit E (the "Memorandum of
Lease").
4. RENT. Tenant shall pay to Landlord the rent herein reserved at the
times and in the manner herein provided
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during the term of the Lease and for such future time as Tenant shall hold the
Demised Premises, unless otherwise stated.
(a) The annual rent payable by Tenant hereunder shall be computed on
the basis of 7942 net square feet of office space for the Demised Premises at
the rate of $6.50 per square foot for the first five years after the
Commencement Date.
(b) The annual rent payable by Tenant hereunder shall be computed on
the basis of 7942 net square feet of office space for the Demised Premises for
each of the second, third, fourth and fifth five-year periods after the
Commencement date as follows:
(i) 180 days prior to the expiration of the first, second,
third and fourth five-year periods after the Commencement Date, Landlord shall
notify Tenant in writing of the proposed rental per square foot for the next
succeeding five-year period.
(ii) No later than 150 days prior to the expiration of the
first, second, third and fourth five-year periods after the Commencement Date,
Tenant shall notify Landlord of its acceptance or rejection of the proposed
rental per square foot for the next succeeding five-year period.
(1) If accepted, Landlord and Tenant shall execute a
written agreement prior to the commencement of the next succeeding five-year
period establishing that (A) payment of annual rentals based upon such proposed
rental per square foot shall commence on the first day of the first month of the
next succeeding five-year period, (B) shall remain constant throughout such
five-year period, and (C) all of the other terms, covenants and conditions of
this Lease shall remain in full force and effect without amendment.
(2) If rejected, Tenant shall accompany its notice of
rejection with a counterproposal as to the rental per square foot. If Landlord
and Tenant are unable to agree upon
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a rental per square foot within 30 days after Landlord's receipt of Tenant's
notice of rejection and counterproposal, then Tenant shall immediately request
the American Arbitration Association to appoint a single independent arbitrator.
The rental per square foot shall be fixed in binding arbitration by the
arbitrator who shall serve at the equal cost and expense of Landlord and Tenant.
Landlord and Tenant each shall be afforded a reasonable opportunity to present
evidence of value to the arbitrator, including opinion evidence and testimony.
(3) In fixing the rental per square foot under this
subparagraph (ii), Landlord, Tenant, and in the case of an arbitration under the
preceding subparagraph, the Arbitrator, shall consider, among other things, the
size, appearance, maintenance, location and accessibility of the Building, and
shall fix a rental per square foot commensurate with rentals charged for similar
space in similar buildings in the neighboring locality.
(4) If the rental per square foot is not established
prior to commencement of any of the second, third, fourth or fifth five-year
periods after the Commencement Date, then Tenant shall continue to pay monthly
installments of annual rentals based upon the rental per square foot for the
immediately preceding five-year period.
(5) Immediately following the fixing of a rental per
square foot pursuant to this subparagraph (ii), Landlord and Tenant shall
execute a written agreement establishing that: (A) the annual rentals payable
based upon such rental per square foot shall be payable commencing on the first
day of the first month of the appropriate five-year period; (B) shall remain
constant throughout such five-year period, and (C) all of the other terms,
covenants and conditions of this Lease shall remain in full force and effect
without amendment. Tenant shall receive a credit against the amounts payable
under this subparagraph (5) for any amounts paid under subparagraph (4), and the
difference, if any, between the amounts payable under this
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subparagraph (5) and the amounts paid under subparagraph (4) shall be payable by
(credited to) the Tenant in twelve consecutive equal monthly installments
commencing on the first day of the first month following the execution of the
written agreement described in this subparagraph.
(c) The annual rental provided for in this Paragraph 4 shall be in full
payment for all space occupied by or used by Tenant, and for all services
provided the Tenant hereunder, except as otherwise provided in this Lease.
(d) Rent shall be payable on the Commencement Date and the same
numbered day of each month during the term of the Lease, in advance, in an
amount which is equal to the amount of annual rental for the then current Lease
Year less amounts of such annual rental already paid divided by the number of
months remaining in the then current Lease Year. "Lease Year" shall be defined
as the twelve month period commencing on the Commencement Date and on each
successive annual anniversary date of the Commencement Date.
5. UTILITIES AND SERVICES. (a) The following specifically described
utilities and services shall be furnished by Landlord at its own cost and
expense:
(i) Cold water for drinking, lavatory and toilet purposes;
(ii) Landscaping and maintenance of the ground including snow
removal;
(iii) Operation, maintenance and repair of the heating,
air-conditioning (other than Tenant's computer room air
conditioning system), and electrical systems at all times
during the year;
(iv) Fire prevention;
(v) Maintenance and garbage collection at all times, and
janitorial services for the first year of the term of the
lease only;
(vi) Maintenance and repairs to the parking areas, including
lighting to permit safe access to and from the Building;
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(vii) Building security, provided that the costs of the Perimeter
alarm system shall be allocated as set forth in subparagraph
(b) (ii) below;
(viii) Repairs as specified by Paragraph 11; and
(ix) Sewer hook-ups, service and maintenance.
(b) The following specifically described utilities and services
shall be furnished by
Landlord but shall be paid for by the Tenant:
(i) Gas for heating and hot water, and electricity for
air-conditioning and general purposes, each of which shall be
separately metered for the Demised Premises and billed to the
Tenant; and
(ii) A Perimeter alarm system for the Building for which the Tenant
shall be billed for its allocable share of costs by the
Landlord.
Landlord shall not be liable for failure to furnish the utilities and
services specifically described in subparagraphs (a) and (b) to the extent such
failure is the result of labor disturbance, governmental restriction or
priority, fuel shortages, accident, the necessity of making repairs, delays
caused by labor. or material shortages or other causes beyond Landlord's
control.
(c) Tenant shall provide at its own cost and expense any additional
building security or fire prevention systems for the protection of its computer
equipment.
(d) Nothing set forth in subparagraphs (b) (ii) and (c) shall be
construed to diminish the Landlord's obligation to provide fire prevention and
building security as stated in subparagraphs (a) (iv) and (vii), nor shall the
Tenant's payment of its allocable share of the costs of the perimeter alarm
system pursuant to subparagraph (b) (ii) be construed as an acknowledgment of
the adequacy of that system for
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its intended purpose.
6. ADDITIONAL SPACE - TERMINATION BY TENANT. (a) Landlord shall accord
to Tenant a continuing right of first refusal as to any space in the Building,
including storage space, contiguous with the Demised Premises, from and after
one year after the Commencement Date as to space not then leased or as any such
space shall become the subject of a bona fide offer to lease, a letter of intent
to lease, or a proposed lease from time to time. Landlord shall provide Tenant
with prompt notice of any such offer, letter of intent or proposed lease,
together with a copy of same. Within fifteen (15) days after such notice, Tenant
may exercise such right by providing written notice thereof to Landlord. Such
notice shall clearly state that the Tenant agrees to rent the entire space set
forth in the bona fide offer to lease, the letter of intent to lease, or
proposed lease, and that Tenant intends to use that space for the purpose set
forth therein. As to any space which Tenant shall elect to lease, such space
shall become a part of the Demised Premises hereunder in accordance with all the
terms of this Lease, except that the annual rent (and all allowances and credits
contained in said offer, letter of intent or proposed lease) for such space
shall be the same as that provided for in such offer, letter of intent or
proposed lease.
(b) In the event that Tenant, in its sole discretion, determines that
the quantity or quality of space constituting
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the Demised Premises is not adequate for the conduct of its business, Tenant may
terminate its obligations under this Lease upon one year's prior written notice
to the Landlord.
7. OTHER TENANTS. To the extent not unlawful, Landlord shall not lease
any portion of the Building to any of Tenant's competitors, i.e. insurance
organizations engaged in underwriting professional liability insurance.
8. SIGNS. Tenant shall have the right (with the prior written approval
of Landlord, which approval shall not be unreasonably withheld) to install, at
its own cost and expense, all identifying signs upon entrances to the Demised
Premises together with one or more exterior signs containing the name of Tenant
or any company or association represented by the Tenant, as Tenant may elect.
Tenant may determine the size, color, location, materials and lighting of such
signs, which shall satisfy all applicable governmental requirements, provided
that Tenant shall be responsible for the removal of any such signs affixed to
the exterior of the Building upon termination of this lease, and shall, at its
sole cost and expense, restore the exterior of the Building affected by such
signs to its original condition, ordinary wear and tear by the elements
excepted.
9. COMMON AREAS GRAPHICS. Tenant shall provide the design for graphics
and signages installed in the common areas of the Building adjacent to space
occupied by Tenant subject to the approval of the Landlord, which approval will
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not be unreasonably withheld.
10. ALTERATIONS, Tenant may make alterations, decorations,
installations, additions or improvements in or to the Demised Premises with the
Landlord's prior written consent, which shall not be unreasonably withheld or
delayed; provided, however, no such prior consent shall be required for
non-structural alterations, decorations, installations, additions improvements.
All such work, alterations, decorations, installations, additions or
improvements shall be done at Tenant's sole cost and expense. All alterations,
installations, additions or improvements upon the Demised Premises made by
either party (excepting Tenant's moveable trade fixtures, graphics, decorations,
furnishings and business machinery and equipment including, without limitation,
Tenant's computer and computer room air-conditioning equipment, modular
furniture, steel shelving and moveable office partitions) shall, unless Landlord
shall elect otherwise (which election shall be made by giving a notice not less
than thirty (30) days prior to the expiration or other termination of this
Lease), become the property of Landlord, and shall remain upon, and be
surrendered with, the Demised Premises as a part thereof at the end of the term
of this Lease. In the event Landlord elects not to have any such alterations,
installations, additions, or improvements made by Tenant upon the Demised
Premises become its property, the same shall be removed by Tenant and Tenant
shall restore the Demised Premises to the
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condition existing immediately prior to such alterations, installations,
additions or improvements and such removal and restoration shall be at Tenant's
own cost and expense, which covenant shall survive the termination or expiration
of this Lease. Tenant agrees that any repairs, alterations, other improvements
or installations made by Tenant shall be done in a good and workmanlike manner
and in conformity with all laws, ordinances and regulations of all public
authorities having jurisdiction, that materials of good quality shall be
employed therein and that the structure of the Building will not be endangered
or impaired thereby. All salvage in connection therewith shall be disposed of by
Tenant. Tenant agrees that it will procure all necessary permits before making
any repairs, alterations, other improvements or installations. Landlord agrees
that, without cost or expense to Landlord, it will cooperate with Tenant in
obtaining such permits. Tenant agrees to pay promptly when due the entire cost
of any work done by or for Tenant upon the Demised Premises so that the Building
shall at all times be free of liens for labor or materials. Tenant agrees to
save and indemnify Landlord from any and all expense, injury, loss, claims, or
damages to it or to any other person or to property occasioned by or in
connection with any such repairs, alterations, other improvements or
installations.
11. REPAIRS. In addition to the maintenance, janitorial and other
services to be provided by Landlord pursuant to
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this Lease, Landlord, at its own cost and expense, shall keep the Building and
grounds, the common areas thereof and the Demised Premises and all fixtures and
equipment therein (other than the leasehold improvements constructed by the
Tenant and Tenant's furnishings, furniture, trade fixtures and decorations and
signs, but including the painting of the interior walls and columns of the
Demised Premises not less than once every five years) in such repair, order and
condition as the same are in at the commencement of the term hereof or may be
put in during the continuance thereof, reasonable use and wear excepted, and
shall keep in repair (promptly making any repairs or replacements necessary) the
roof and exterior of the Building, the plumbing, fire and building security
systems (other than those specified in Paragraph 5 (c)), heating, lighting, and
other electrical equipment, ventilating equipment, air conditioning equipment
(other than Tenant's computer room air conditioning equipment), parking areas,
windows, doors and glass, and make all structural repairs. Tenant shall, at the
expiration or earlier termination of the term hereof, remove from the Demised
Premises all the goods and effects of Tenant and peaceably surrender the Demised
Premises to Landlord in such repair, order and condition as the same are in at
the commencement of the term hereof, reasonable use and wear excepted.
12. ASSIGNMENT. Tenant shall have the right at all
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times to assign this Lease or sublet the Demised Premises or any portion thereof
with the prior written consent of the Landlord in each instance, which consent
shall not be unreasonably withheld.
13. USE OF PREMISES. Tenant shall use the Demised Premises only for
office use and shall not allow or suffer any trade or occupation to be carried
on upon said premises or use to be made thereof which shall be improper,
offensive or contrary to any law or to any municipal ordinance for the time
being in force and applicable, or that shall be injurious to any person or
property or liable to make void or voidable any insurance on the Demised
Premises, and Tenant shall be liable to pay to Landlord any increased cost of
insurance upon the Demised Premises or the Building of which said premises form
a part occasioned by any use made by Tenant of the Demised Premises.
14. SUBORDINATION AND NONDISTURBANCE. This Lease and Tenant's rights
hereunder are and shall be subject to the mortgage specified on Exhibit B
annexed hereto and made part hereof, as well as any future mortgages covering
the Demised Premises, except that, notwithstanding such subordination, so long
as Tenant is not in default hereunder, or any amendment hereof, no holder of any
such mortgage shall (by foreclosure, entry into possession or otherwise) cut off
this Lease or any amendment hereof or otherwise disturb or interfere with the
occupancy or possession by Tenant of the
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Demised Premises or otherwise hereunder and under any amendment hereof or join
or name Tenant as party defendant in any action or proceeding to foreclose any
such mortgage, and upon taking possession of the Building, as a result of
foreclosure entry or otherwise, the holder of any such mortgage or any purchaser
of the Building or any part thereof, at foreclosure sale or otherwise will
recognize this Lease and any amendment thereof and the rights of Tenant
hereunder and Tenant shall attorn to and recognize such mortgagee or purchaser
as the Landlord hereunder. The provisions of this Paragraph 14 are intended to
be self executing and effective, to the extent permitted by law, without any
further action by Tenant or the holder of any such mortgage, but upon the
request of Landlord or Tenant and at Landlord's expense, the holder (or
prospective holder) of such mortgage shall promptly execute and deliver such
certificate or other recordable instrument as Landlord or Tenant may request, in
form and substance acceptable to the requesting party, to give full effect to
the provisions of this Paragraph 14. In the event that the holder or prospective
holder of any such mortgage shall fail to comply with the provisions of the
preceding sentence within thirty (30) days after Landlord or Tenant's request
therefor, Tenant shall have the right to cancel this Lease by notice to
Landlord, whereupon Landlord shall promptly refund to Tenant all amounts paid by
Tenant under this Lease and both parties shall be then released from all further
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obligation hereunder.
15. LOSS, DAMAGE. All personal property of any kind that may be on or
about the Demised Premises shall be at the sole risk of Tenant and Landlord
shall not be liable for any injury, loss or damage to any persons or property on
or about the Demised Premises unless the same is caused by or due to the
negligence or misconduct of Landlord, Landlord's agents, servants or employees,
and Tenant shall save Landlord harmless and indemnified against any such injury,
loss, damage, claim or liability arising from any omission, neglect or default
of Tenant. Tenant shall give immediate notice to Landlord in case of fire or
accident to or defects in any fixtures or equipment of the Building.
16. FIRE, CASUALTY. If the Building shall be partly damaged by fire or
other casualty, the damages shall be repaired as expeditiously as possible by
and at the expense of Landlord and until such repairs shall be made, rent shall
be payable hereunder with respect to the Demised Premises only to the extent
attributable to any part of the Demised Premises which is usable by Tenant. If
the Demised Premises are totally damaged or rendered wholly untenantable by fire
or other casualty, this Lease shall terminate at the election of either party,
written notice of such election to be given within thirty (30) days after such
fire or other casualty, and the rent shall be apportioned to the date of such
damage; provided, however, that if this Lease shall be so terminated
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at the election of the Landlord and within two years thereafter work shall
commence to restore the Demised Premises or any part of the Building, Landlord
shall promptly notify Tenant and Tenant shall have the right, exercisable within
ninety (90) days after Tenant's receipt of such notice, to reinstate this Lease
upon the completion of such restoration.
17. EMINENT DOMAIN. If the Building or the Demised Premises shall be
taken or condemned by any competent authority for any public or quasi-public use
or purpose, then, and in that event, the term of this Lease, at the option of
the Tenant, shall cease and terminate from the time when such possession shall
be required for such use or purpose, and without the apportionment of the award.
The rent, however, shall in any such case be apportioned to the date of such
taking. Tenant shall have the right to receive any relocation award provided by
law. A partial taking or condemnation of the Building or the Demised Premises
which shall materially interfere with the conduct of Tenant's main office in the
remainder of the Demised Premises or a taking or condemnation of more than 25%
of the parking area provided for in Paragraph 26 (unless immediately substituted
for by replacement parking reasonably satisfactory to Tenant) shall be deemed a
taking or condemnation of the Demised Premises for purposes of this Paragraph
17; provided, however, in the event of a partial taking which is not deemed a
taking or
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condemnation of the Demised Premises for the purposes of this Paragraph 17, rent
and other amounts payable hereunder shall be reduced to the extent attributable
to the portion of the Demised Premises taken or condemned.
18. ACCESS TO PREMISES. Landlord or Landlord's agents shall have the
right to enter the Demised Premises at all reasonable times, during business
days, but on prior notice to the Tenant, to examine the same, and to show them
to prospective purchasers or tenants of the Building.
19. HOLDOVER. If Tenant remains in possession of the Demised Premises
beyond the expiration date of the term hereof, it is the intention of the
parties and it is hereby agreed that a tenancy from month-to-month shall arise.
20. BANKRUPTCY. If at any time during the term of this Lease Tenant
shall make an assignment for the benefit of its creditors; or if Tenant shall
file a voluntary petition in bankruptcy; or if Tenant shall be adjudicated a
bankrupt or insolvent; or if the affairs of Tenant shall be taken over by or
pursuant to an order of any court or of any other officer or governmental
authority pursuant to any federal, state or other statute or law; or if Tenant
shall admit in writing its inability to pay debts generally as they become due;
or if Tenant shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or any future bankruptcy act or any other present or
future applicable federal, state or other statute or law; or if Tenant shall
seek or consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of Tenant or of all or any substantial part of its property; or if,
within ninety (90) days after the commencement of any proceeding against Tenant
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or future federal bankruptcy act
or any other
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present or future applicable federal, state or other statute or law, such
proceedings shall have not been dismissed; or if, within ninety (90) days after
the appointment, without the consent or acquiescence of Tenant, of any trustee,
receiver, or liquidator of Tenant or of all or any substantial part of its
property, such appointment shall not have been vacated; or in the event action
shall be taken by Tenant in furtherance of any of the aforesaid, purposes, then
and in any such event, Landlord may at its option terminate this Lease and all
rights of Tenant herein, by giving to Tenant notice in writing of the election
of Landlord so to terminate, and in such event neither Tenant nor any person
claiming by, through or under Tenant by virtue of any statute or of an order by
any court shall be entitled to possession or to remain in possession of the
Demised Premises but shall forthwith quit and surrender the Demised Premises.
Such causes for the termination of this Lease as set forth in this Paragraph 20
shall constitute a default by Tenant and all rights and remedies stated or
otherwise reserved under Paragraph 21 hereof shall be available to Landlord. The
word "Tenant" in this Paragraph 20 shall be construed to include any surety or
guarantor of this Lease.
21. DEFAULT. Tenant shall, without any previous demand therefor, pay to
Landlord the rent at the times and in the manner heretofore provided. In the
event:
(a) of default in the payment of said rent or of any installment
or part thereof, or in the payment of any other sum or any
part thereof which may become due from Tenant to Landlord
hereunder, at the times and in the manner provided herein, and
if the same shall remain in default for fifteen (15) days
after written notice from Landlord that said payment remains
unpaid and is overdue;
(b) the Demised Premises shall be deserted, abandoned or vacated,
or
(c) of the violation by Tenant of any of the covenants, agreements
and conditions herein provided or of any reasonable Rules and
Regulations now or hereafter established by Landlord
hereunder, and the failure to cure, or commence cure of, such
violation within
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thirty (30) days (or such lesser time as may be required by
statute, ordinance or regulation) after notice in writing of
such violation by Landlord to Tenant;
then upon the happening of any such event, Landlord may, at its option, elect
either to terminate this Lease or to enter the said Demised Premises as the
agent of Tenant, either by force or otherwise, without being liable for any
prosecution or damages therefor, and relet the Demised Premises as the agent of
Tenant, and receive the rent therefor, upon such terms as shall be satisfactory
to Landlord, and all rights of Tenant to repossess the Demised Premises under
this Lease shall cease and end upon such termination or entry. Such entry for
reletting by Landlord shall not operate to release Tenant from any rent to be
paid or covenants to be performed hereunder during the full term of this Lease.
For the purpose of reletting, Landlord shall be authorized to make such repairs
or alterations in or to the Demised Premises as may be necessary to place the
same in good order and condition. Tenant shall be liable for and hereby agrees
to pay to Landlord the cost of such repairs or alterations and all expenses of
such reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the rent provided in this Lease, Landlord, at its
option, may require Tenant to pay such deficiency month-by-month, or
year-by-year.
22. REMEDIES. In the event of any breach or threatened breach by
Landlord or Tenant of any of the agreements, terms, covenants or conditions
contained in this Lease, Landlord or Tenant (as the case may be) shall be
entitled to enjoin such breach or threatened breach and shall have the right to
invoke any right and remedy allowed at law or in equity or by statute or
otherwise as though reentry, summary proceedings, and other remedies were not
provided for in this Lease.
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Each right and remedy of Landlord or Tenant provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease and now or hereafter existing at law or in equity or
by statute or otherwise, and to the exercise or beginning of the exercise by
Landlord or Tenant or any one or more of the rights or remedies provided for in
this Lease or now or hereafter existing at law or in equity or by statute or
otherwise.
23. WAIVER. No waiver, express or implied, by Landlord of any breach of
any covenant, agreement or duty on the part of Tenant to be performed or
observed shall be construed as a waiver of any other breach of the same or any
other covenant, agreement or duty.
24. TITLE - QUIET ENJOYMENT. Landlord represents and warrants that it
is the owner in fee simple of the premises known as Two Princess Road,
Lawrenceville, New Jersey, free and clear of all liens, encumbrances and other
exceptions except as set forth in Exhibit C. So long as Tenant shall perform and
observe all the covenants and agreements and undertakings of this Lease on
Tenant's part to be performed and observed, Tenant shall have quiet, peaceful
and uninterrupted possession of the Demised Premises.
25. NOTICES. Any notice which Landlord may desire or be required to
give to Tenant shall be deemed sufficiently given or rendered if it is in
writing and is delivered to Tenant personally or sent by registered mail
addressed to Tenant at its address stated above, or at any time at such other
address as Tenant may from time to time specify in writing to Landlord. Any
notice which Tenant may desire or be required to give to Landlord shall be
deemed sufficiently given or rendered if it is in writing and is delivered to
Landlord at its address stated above, or at anytime at such other address as
Landlord may from time to time specify in writing to Tenant.
-19-
24
26. PARKING. Landlord shall provide access to and maintain during the
term of this Lease on site parking within the parking area constructed by
Landlord adjacent to the Building for Tenant's use in common with other tenants
of the Building. Landlord shall not grant to any tenant exclusive access to or
use of any part of the parking area.
27. SUBROGATION WAIVER. To the maximum extent permitted by insurance
policies which are obtainable by them, Landlord and Tenant, for the benefit of
each other, hereby release and discharge each other from all claims and
liabilities and waive any and all rights of subrogation which might otherwise
exist, arising from or caused by hazards covered by insurance on the Building
and the Demised Premises.
28. RULES AND REGULATIONS. Tenant covenants, and agrees to faithfully
observe and comply with the Rules and Regulations annexed hereto and made part
hereof as Exhibit D as well as any other and further reasonable rules and
regulations applicable to all tenants of the Building which Landlord hereafter
from time to time at any time may make and provide to Tenant, provided that the
Tenant shall be under no obligation to comply with any of the Rules or
Regulations set forth on Exhibit D which are inconsistent with other terms of
this Lease, and provided further that, without limiting the generality of the
foregoing, the Tenant specifically reserves the right to:
(a) xxxx, paint or drill into walls, ceilings, partitions, floors,
wood, stone or iron work for the purpose of hanging pictures
and draperies or securing equipment;
(b) inscribe, paint or affix not only the signs referred to in
Paragraph 8, but also signs in the interior of the Building
with the approval of the Landlord, which approval shall not be
unreasonably withheld;
(c) employ workmen other than workmen of the Landlord for repairs
and other similar work that may be done on the Demised
Premises;
-20-
25
(d) receive freight, furniture or bulky matter into the Building
at any time via the loading dock or the Tenant's separate
entrance; and
(e) receive routine deliveries of supplies into the building at
any time.
The purpose of said Rules and Regulations is to insure the maintenance of high
standards of dignified conduct, safety, care and cleanliness of the Demised
Premises and the Building of which it is a part and the preservation of good
order therein.
29. REAL ESTATE TAXES. (a) Landlord shall pay all real estate taxes for
the Building and premises including all special, additional or rollback taxes or
assessments, any other special taxes, levies or other amounts which Landlord may
be forced to pay by the operation or enactment of any law, ordinance or
regulation relating to the operation of the Building, and all interest or
penalties assessed with respect to any of the foregoing.
(b) Tenant shall pay, at the times and in the amounts set forth in
subparagraph (c), a portion of the real estate taxes for the Building and
premises excluding: (i) any such taxes incurred by reason of improvements
obtained and/or furnished for the exclusive use or benefit of other tenants or
which are subject to payment or reimbursement by other tenants, and (ii) all
special, additional or rollback taxes or assessments, any other special taxes,
levies or other amounts which Landlord may be forced to pay by the operation or
enactment of any law, ordinance or regulation relating to the operation of the
Building, and any interest or penalties assessed with respect to any of the
items set forth in this subparagraph (b).
-21-
26
(c) Real estate taxes payable by the Tenant shall be paid upon
presentation by the Landlord of a receipted tax xxxx and an invoice setting
forth the amount due from the Tenant. The amount due from the Tenant with
respect to each tax xxxx paid by the Landlord shall be calculated as follows:
9039.5 gross square fee of space X Real Estate Taxes = Amount Payable
-------------------------------- (as defined above)
62,150 square feet
(d) In the event that Tenant shall at any time request Landlord to
contest the validity or amount of any such real estate taxes or assessments, and
Landlord shall refuse or fail to initiate such contest, Tenant shall have the
right to institute such contest in the name of Landlord. In such event, Landlord
shall fully cooperate with Tenant, but without expense to Landlord, and will
execute any document or provide any testimony as Tenant may reasonably request
for any such proceedings. In the event that any such proceedings shall result in
a refund or credit to Landlord for any year, Landlord shall promptly pay to
Tenant, out of the amount of such refund or credit the reasonable legal fees and
other expenses incurred by Tenant in connection with such proceedings. The
Tenant's portion of the remaining amount of any refund obtained by Landlord
(determined by applying the formula set forth in subparagraph (c)) shall be
applied as a credit against the next succeeding installment or rent coming due.
30. INSURANCE. Landlord covenants to provide at Landlord's sole cost
and expense on or before the Commencement Date of the term hereof, and to keep
in full force and effect during the entire term hereof and so long thereafter as
Tenant, or anyone claiming by, through or under Tenant, shall occupy the Demised
Premises, insurance coverage as follows:
(a) A policy or policies of comprehensive Public Liability
Insurance with contractual liability endorsements, issued by
an insurer or insurers approved by Tenant, with respect to the
Demised Premises and the business of Tenant and any subtenant,
on terms approved
-22-
27
by Tenant, in which both Tenant and Landlord shall be
adequately covered under reasonable limits of liability of not
less than One Million ($1,000,000.00) Dollars for injury or
death to any one person and One Million ($1,000,000.00)
Dollars for injury or death to more than one person and Five
Hundred Thousand ($500,000.00) Dollars with respect to
property damage.
(b) Workmen's compensation insurance covering all persons
employed, directly or indirectly by Landlord in connection
with the Building or any repair or alteration made or required
to be made by Landlord by this Lease and any other persons
(other than officers, agents or employees of Tenant) with
respect to whom death or bodily injury claims could be
asserted against Tenant or the Demised Premises, in limits not
less than those set forth in (a) above, or such other limits
as Tenant may request.
(c) Property and casualty insurance covering the Building and
Demised Premises (other than Tenant's furnishings, moveable
trade fixtures and exterior signs) in such amounts and against
such risks as are generally carried by landlords or tenants in
the area in similar buildings and such other hazard insurance
as the nature and condition of the Demised Premises may
require, in the reasonable judgment of Landlord, to afford
Tenant adequate protection for said risks.
(d) Boiler and Machinery insurance (direct damage and use and
occupancy on a replacement cost basis), except with respect to
the Tenant's computer room air-conditioning equipment.
All of the aforesaid insurance shall be issued in the name of Landlord
(and any designee(s) of Landlord) and Tenant and shall be written by one or more
responsible insurance companies reasonably satisfactory to Tenant and in form
reasonably satisfactory to Tenant. All such insurance shall contain endorsements
substantially as follows:
"It is understood and agreed that the insurer will give to (Tenant) ten
(10) days prior written notice of any material change in or
cancellation of this policy."
Landlord shall be solely responsible for payment of premiums and Tenant
shall not be required to pay any premium for such insurance, except that Tenant
shall be responsible for
-23-
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payment of a portion of the premium for fire insurance (but no other casualty
insurance) which shall be calculated in the same manner as Tenant's share of
real estate taxes pursuant to Paragraph 29. Landlord shall deliver to Tenant at
least fifteen (15) days prior to the time such insurance is first required to be
carried by Landlord, and thereafter, at least fifteen (15) days prior to the
expiration of such policy, either a duplicate original or certificate and true
copy of all policies procured by Landlord in compliance with its obligations
hereunder, together with satisfactory evidence of the payment of the premiums
therefor, it being the intention of the parties hereto that the insurance
required under the terms hereof shall be continuous during the entire term of
this Lease and any other period of time during which, pursuant to the term
hereof, said insurance is required.
Nothing in this Paragraph shall prevent Tenant from carrying, at its
own cost, any supplemental insurance with respect to the Demised Premises or
otherwise as it deems appropriate or entitle Landlord to any benefit under such
insurance or relieve Landlord from any of its obligations hereunder.
31. INDEMNIFICATION. Tenant agrees that, except as otherwise provided
herein, its use of the Demised Premises and common facilities is at its own risk
and hereby releases Landlord and its agents, servants, contractors and employees
from all claims and demands of every kind resulting from any accident, damage or
injury occurring therein, unless caused by the negligent or intentional acts or
omissions of Landlord or its agents, contractors, invitees, employees and
servants.
Tenant shall defend, indemnify and save harmless Landlord and
Landlord's agents and employees against and from all liabilities, obligations,
damages, penalties, claims, costs, charges and expenses including but not
limited to reasonable counsel fees which may from time to time
-24-
29
or at any time be asserted by third persons (including, but not limited to,
those for death, for personal injuries, or for loss or damage to property)
against Landlord or Landlord's agents by reason of or arising directly or
indirectly during the term of this Lease, or any time prior thereto that the
Tenant may have had possession of or been given access to all of or any portion
of the Demised Premises, out of or in connection with any or all of the
following:
(a) Tenant's operation in the Demised Premises;
(b) Any negligent or otherwise wrongful act or omission on the
part of Tenant or any of its agents, contractors,
subcontractors, servants, employees, subtenants, licensees or
invitees;
(c) Any work or thing done in, on or about the Demised Premises or
any part thereof by or at the instance of Tenant, its agents,
contractors, subcontractors, servants, employees, subtenants,
licensees or invitees;
(d) Any accident, injury or damage to any person or property
occurring in, on or about the Demised Premises or any part
thereof.
In case any action or proceeding is brought against Landlord by reason
of any such claim, Tenant upon written notice from Landlord shall at Tenant's
expense resist or defend such action or proceeding.
32. CONSENT BY LANDLORD. Whenever, under this Lease, provision is made
for Tenant securing the written consent or approval by Landlord, such consent or
approval shall be in writing and shall not be unreasonably withheld or delayed
by Landlord.
33. CURING TENANT'S DEFAULTS. If Tenant shall default in the
performance of any covenant, agreement, term, provision or condition, Landlord
may (but shall not be obligated to) perform the same for the account of Tenant
and at Tenant's expense if such default continues after thirty (30) days from
the date of the giving by Landlord to Tenant of written notice of such default.
Bills for any reasonable and necessary expense incurred by Landlord in
connection with
-25-
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any such performance by Landlord for the account of Tenant, and reasonable and
necessary bills for all costs, expenses and disbursements, including (without
being limited to) reasonable counsel fees, incurred in collecting or endeavoring
to collect the rent or other charges or any part thereof or enforcing or
endeavoring to enforce any rights against Tenant under or in connection with
this Lease, or pursuant to law, including (without being limited to) any such
cost, expense and disbursement involved in instituting and prosecuting summary
proceedings, as well as bills for any property, material, labor or services
provided, furnished or rendered, or caused to be provided, furnished or
rendered, by Landlord to Tenant and any charges for other services incurred by
Tenant under this Lease, may be sent by Landlord to Tenant monthly, or
immediately, at Landlord's option, and shall be due and payable by Tenant in
accordance with the terms of said bills and if not paid when due, the accounts
thereof shall immediately become due and payable as rent under this Lease
together with interest thereon at the rate of 12% per annum from the date the
said bills should have been paid in accordance with their terms. Landlord
reserves the right, without liability to Tenant and without constituting any
claim of constructive eviction to suspend furnishing or rendering to Tenant any
property, material, labor, utility or other service, wherever Landlord is
obligated to furnish or render the same at the expense of Tenant, in the event
that (but only for so long as) Tenant is more than thirty (30) days in arrears
in paying Landlord therefor.
34. RECORDING. Landlord and Tenant agree that this Lease shall not be
recorded. Simultaneously with the execution and delivery of this Lease, Landlord
and Tenant shall execute and deliver a memorandum of this Lease in recordable
form, which memorandum shall be in the form of Exhibit E attached hereto and
made a part hereof.
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35. BROKERS. Landlord and Tenant represent and warrant to each other
that no brokers or other persons are or shall be entitled to a brokerage
commission or other compensation arising out of the transactions contemplated
herein.
36. PERFORMANCE OF LANDLORD'S OBLIGATIONS. If Landlord defaults in the
performance of any covenant, term or condition required to be performed by it
under this Lease, Tenant, after not less than thirty (30) days notice to
Landlord may, but shall not be obligated to, remedy such default, and in
connection therewith, pay expenses and employ counsel, provided that Tenant
shall have the right to remedy such default without notice in the event of an
emergency. All sums expended on obligations incurred by Tenant in connection
therewith shall be payable by Landlord to Tenant upon demand.
37. CERTAIN INFORMATION TO BE FURNISHED BY LANDLORD. Landlord will
notify Tenant in writing whenever any portion of the Building (other than the
Demised Premises) becomes vacant or, as soon as practical after Landlord obtains
such knowledge, that it will become vacant and the date Landlord expects such
vacancy will occur.
After the leasing of any space in the Building other than to Tenant,
Landlord shall, if requested by Tenant, notify Tenant in writing regarding the
location and square footage of the space leased, the initial term of the lease
and the term of any renewal option.
38. SUPPLEMENTAL SERVICES BY TENANT. Tenant shall have the right, at
its own cost and expense, to provide services to the Demised Premises or the
Building, supplementing or in addition to those required to be provided by
Landlord hereunder and Landlord shall cooperate with Tenant in Tenant's
providing such supplemental or additional services.
-27-
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39. CHOICE OF LAW. This Lease shall be deemed to be a Lease made in New
Jersey and shall be governed by New Jersey law and federal law to the extent
applicable thereto.
40. CAPTIONS. The captions or headings in this Lease are for
convenience of reference only, and shall not control or affect the meaning or
construction of any provision hereof.
41. SEVERABILITY. In case any provision of this Lease shall for any
reason be held invalid, illegal or unenforceable in any respect, this Lease
shall be construed as if such provision had never been contained herein.
42. ENTIRE AGREEMENT; AMENDMENTS. This Lease constitutes the entire
agreement between the Landlord and Tenant and may not be amended except by an
instrument in writing signed by the parties.
IN WITNESS WHEREOF, Landlord and Tenant have caused their respective
duly authorized officers to sign this document on their respective behalfs as of
the day and year first above written.
ATTEST: THE MEDICAL SOCIETY OF NEW JERSEY
BY: /S/ Xxxxxxx X. Xxxxxxx BY: /S/ Xxxxxxx X. Xxxxxxx
--------------------------------- --------------------------------
Executive Director Xxxxxxx X. Xxxxxxx, President
ATTEST: NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
BY: /S/ Xxxx X. Xxxxxxx BY: /S/ Xxxxx Xxxxxxxxx
--------------------------------- --------------------------------
Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx, President
Assistant Secretary
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33
EXHIBIT A
Table of
Plans and Specifications
Plans of J. Xxxxxx Xxxxxxxx, Architect, dated May 15, 1980. Letter from
Xxxx X. Xxxxxxx, Director, Administrative Services, New Jersey State Medical
Underwriters, Inc. to Xxxxxx Xxxxx, Director, Finance and Administrative
Services, Medical Society of New Jersey, dated January 11, 1980.
34
EXHIBIT B
List of Present and Contemplated Mortgages
Mortgage from the Medical Society of New Jersey, Two Princess Road,
Xxxxxxxx Township, New Jersey ("Mortgagor") to The Prudential Insurance Company
of America, 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx, in the initial principal
amount of $1,600,000, dated May 4, 1979 and recorded in Book 1762 of Mortgages
of Xxxxxx County at Page 753 et seq. on May 16, 1979.
35
EXHIBIT C
Exceptions to Title
1. The lien of the mortgage referred to in Exhibit B.
2. Taxes or special assessments which are not shown as existing liens
by the public records.
3. Right of Way as in Deed Book 1290, page 478.
4. Right of Way as in Deed Book 1520, page 203.
5. Survey made by Trenton Engineering Co., Inc., dated November 23,
1971 shows the following: (a) Objection to Title due to encroachment of blacktop
over the northeasterly line onto premises adjoining on the northwest, to a
distance of 15' more or less.
6. Rights in any underground pipe, conduit or other utility, not of
record.
7. Slope, grading, and drainage rights in the State of New Jersey as in
Deed Book 1520, page 203.
36
EXHIBIT D
Landlord's Rules and Regulations
1. The sidewalks, entries, passages, elevators and staircases
shall not be obstructed or used for any other purposes than
ingress and egress.
2. The sashes, sash-doors, windows, glass doors and any lights or
skylights that reflect or admit light into the halls or other
places of the building shall not be covered or obstructed.
3. The water and wash closets and urinals shall not be used for
any other purpose than those for which they were constructed,
and the expense of any breakage, stoppage or damage resulting
from a violation of this rule shall be borne by the Tenant,
who, or whose clerks, agents, servants or licensees, shall
have caused it.
4. Except for the purpose of performing any duties under this
lease, Tenant shall not xxxx, paint, drill into, or, in any
way, deface, the walls, ceilings, partitions, floors, wood,
stone or iron work.
5. No sign, advertisement or notice shall be inscribed, painted
or affixed on any part of the outside or inside of the
building except as the Landlord shall determine.
6. The workmen of the Landlord must be employed by the Tenant for
repairs and other similar work that may be done on the demised
premises.
37
7. No Tenant shall do or permit anything in the premises, or
bring or keep anything in them that shall, in any way,
increase the rate of fire insurance on the building, or on the
property kept in it, or obstruct or interfere with the rights
of other Tenants, or in any way injure or annoy them, or those
having business with them, or conflict with the regulations of
the Fire Department, or the fire laws, or with any insurance
policy upon the building, or any part of it, or with any rules
and ordinances established by the Board of Health or other
government authorities.
8. The Tenant shall not use any other method of heating than that
supplied by the Landlord.
9. The Landlord shall have power to prescribe the weight and
position of safes, which shall, in all cases, stand on
two-inch thick plank strips to distribute the weight of such
safes. All damage done to the building by taking a safe in or
out, or due to its being on the premises, shall be repaired at
the expense of the Tenant. The moving of safes shall occur
between 7 A.M. and 9 A.M. and between 4 P.M. and 6 P.M. upon
previous written notice to the Landlord's superintendent, and
the persons employed to move safes in and out of the building
shall be acceptable to the Landlord.
10. No freight, furniture, or bulky matter of any description,
will be received into the building between the hours of 9 A.M.
and 4 P.M.
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38
11. The Tenant shall not cause any unnecessary labor by
carelessness and indifference to the preservation of good
order and cleanliness in the Tenant's premises and in the
building.
12. Nothing shall be thrown by the Tenant, his clerks, servants or
licensees, out of the windows or doors, or down the passages
of the building.
13. No birds or other animals shall be brought or kept in or about
the building.
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39
EXHIBIT E
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE made June 29, 1981 by and between THE MEDICAL
SOCIETY OF NEW JERSEY, a New Jersey corporation, having offices at Two Princess
Road, Lawrenceville, New Jersey (the "Landlord"), and NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC., a New Jersey corporation, having offices at Two Princess
Road, Lawrenceville, New Jersey (the "Tenant");
WHEREAS, immediately prior to the execution hereof, the Landlord and
the Tenant entered into a Lease of a portion of the building (the "Building")
located on the premises (the "Premises") described on Schedule A attached
hereto, dated the date hereof (the "Lease"); and
WHEREAS, the Landlord and the Tenant, for the better securing of the
interests created in the Lease, desire to provide notice of certain terms and
provisions of the Lease;
NOW, therefore, the Landlord and the Tenant hereby declare that:
1. The Tenant will commence occupancy of a portion of the Building on
or about November 1, 1980. The term of the Lease is twenty-five years commencing
January 1, 1981, and terminating on December 31, 2005.
2. The Lease provides that-the interests described therein shall not be
disturbed nor otherwise affected as a result of the foreclosure of any Mortgage
covering the Premises.
40
IN WITNESS WHEREOF the parties have executed this Memorandum the date
first above mentioned.
ATTEST: THE MEDICAL SOCIETY OF NEW JERSEY
BY: BY: /S/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Xxxxxxx X. Xxxxxxx, President
ATTEST: NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
BY: BY: /S/ Xxxxx Xxxxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx, President
Assistant Secretary
-2-
41
STATE OF NEW JERSEY )
) ss.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this 29th day of June, 1981, before me, the
subscriber, a Notary Public of New Jersey personally appeared Xxxx X. Xxxxxxx,
who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction, that he is the Assistant Secretary of New Jersey State Medical
Underwriters, Inc., the Corporation named in the within Instrument; that Xxxxx
Xxxxxxxxx is the President of said Corporation; that the execution, as well as
the making of this Instrument, has been duly authorized by a proper resolution
of the Board of Directors of the said Corporation; that deponent well knows the
corporate seal of said Corporation; and that the seal affixed to said Instrument
is the proper corporate seal and was thereto affixed and said Instrument signed
and delivered by said President as and for the voluntary act and deed of said
Corporation, in the presence of deponent, who thereupon subscribed his name
thereto as attesting witness, and that the said Corporation received a true copy
of the within document without charge.
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
Assistant Secretary
Sworn to and subscribed before
me on this 29th day of June, 1981
/s/ Xxxxxx X. Xxxxxx
---------------------------------
Notary Public
Prepared By: [NOTARIAL SEAL]
Xxxx X. Xxxxxx, Esq. XXXXXX X. XXXXXX
Manger, Kalison & Xxxxxx NOTARY PUBLIC OF NEW JERSEY
Airport Park My Commission Expires Sept. 1, 1983
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
00
XXXXX XX XXX XXXXXX )
) ss.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this 29th day of June, 1981, before me, the
subscriber, a Notary Public of New Jersey personally appeared Xxxxxxx X.
Xxxxxxx, who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction, that he is the Executive Director of the Medical Society of New
Jersey, the Corporation named in the within Instrument; that Xxxxxxx X. Xxxxxxx,
M.D. is the President of said Corporation; that the execution, as well as the
making of this Instrument, has been duly authorized by a proper resolution of
the Board of Trustees of the said Corporation; that deponent well knows the
corporate seal of said Corporation; and that the seal affixed to said Instrument
is the proper corporate seal and was thereto affixed and said Instrument signed
and delivered by said President as and for the voluntary act and deed of said
Corporation, in the presence of deponent, who thereupon subscribed his name
thereto as attesting witness, and that the said Corporation received a true copy
of the within document without charge.
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Executive Director
Sworn to and subscribed before
me on this 29th day of June, 1981
/s/ Xxxxxx X. Xxxxx
---------------------------------
Notary Public
Prepared By:
Xxxx X. Xxxxxx, Esq. [NOTARIAL SEAL]
Manger, Kalison & Xxxxxx XXXXXX X. XXXXX
Airport Park NOTARY PUBLIC OF NEW JERSEY
00 Xxxxxxx Xxxx My Commission Expires Jan. 28,1983
Xxxxxxxxxx, XX 00000
43
SCHEDULE A
Description of Premises
All that tract or parcel of land and premises, situate, lying and being
in the Township of Xxxxxxxx in the County of Xxxxxx and State of New Jersey,
more particularly described as follows:
BEGINNING at a point in the northeasterly line of Princess Road distant
14.26 feet southeasterly from the southeasterly end of the curve having a radius
of 30 feet that connects the said line of Princess Road with the southeasterly
line of Princeton Pike and running; thence
(1) South 63 degrees, 40 minutes 30 seconds East, along the northeasterly
line of Princess Road, 158.48 feet to a point; thence
(2) Southeasterly, still along same, on a curve bearing to the left having
a radius of 570 feet, a distance of 431.84 feet to a point; thence
(3) North 72 degrees 55 minutes East, along the northerly line of Princess
Road, 451.02 feet to a point; thence
(4) North 6 degrees 36 minutes 10 seconds West, 505.38 feet to a point;
thence
(5) South 47 degrees 18 minutes 34.7 seconds West, 208.99 feet to a point;
thence
(6) South 59 degrees 49 minutes 55 seconds West, 121.90 feet to a point;
thence
(7) South 76 degrees 53 minutes 59.4 seconds West, 475.14 feet to a point;
thence
(8) South 70 degrees 53 minutes 21 seconds West, 43.98 feet to a point;
thence
(9) South 59 degrees 01 minute 33 seconds West, 42.83 feet to a point;
thence
44
(10) South 42 degrees 33 minutes 18 seconds West, 135.86 feet to a point;
thence
(11) South 27 degrees 32 minutes 22 seconds West, 93.73 feet to the point
and place of BEGINNING.
According to description by Trenton Engineering Company, Inc.,
Professional Engineers and Surveyors, 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx
and subject to grants and restrictions of record.
And being the same premises known as Xxx #0, Xxxxx 00, page 34 of the
Tax Map of Xxxxxxxx Township, New Jersey.
-2-
45
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE made June 29, 1981 by and between THE MEDICAL
SOCIETY OF NEW JERSEY, a New Jersey corporation, having offices at Two Princess
Road, Lawrenceville, New Jersey (the "Landlord"), and NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC., a New Jersey corporation, having offices at Two Princess
Road, Lawrenceville, New Jersey (the "Tenant");
WHEREAS, immediately prior to the execution hereof, the Landlord and
the Tenant entered into a Lease of a portion of the building (the "Building")
located on the premises (the "Premises") described on Schedule A attached
hereto, dated the date hereof (the "Lease"); and
WHEREAS, the Landlord and the Tenant, for the better securing of the
interests created in the Lease, desire to provide notice of certain terms and
provisions of the Lease;
NOW, therefore, the Landlord and the Tenant hereby declare that:
1. The Tenant will commence occupancy of a portion of the Building on
or about November 1, 1980. The term of the Lease is twenty-five years commencing
January 1, 1981, and terminating on December 31, 2005.
2. The Lease provides that the interests described therein shall not be
disturbed nor otherwise affected as a result of the foreclosure of any Mortgage
covering the Premises.
46
IN WITNESS WHEREOF the parties have executed this Memorandum the date
first above mentioned.
ATTEST: THE MEDICAL SOCIETY OF NEW JERSEY
BY: /S/ Xxxxxxx X. Xxxxxxx BY: /S/ Xxxxxxx X. Xxxxxxx
--------------------------------- ----------------------------
Executive Director Xxxxxxx X. Xxxxxxx, President
ATTEST: NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
BY: /S/ Xxxx X. Xxxxxxx BY: /S/ Xxxxx Xxxxxxxxx
--------------------------------- ----------------------------
Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx, President
Assistant Secretary
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47
SCHEDULE A
Description of Premises
All that tract or parcel of land and premises, situate, lying and being
in the Township of Xxxxxxxx in the County of Xxxxxx and State of New Jersey,
more particularly described as follows:
BEGINNING at a point in the northeasterly line of Princess Road distant
14.26 feet southeasterly from the southeasterly end of the curve having a radius
of 30 feet that connects the said line of Princess Road with the southeasterly
line of Princeton Pike and running; thence
(1) South 63 degrees, 40 minutes 30 seconds East, along the northeasterly
line of Princess Road, 158.48 feet to a point; thence
(2) Southeasterly, still along same, on a curve bearing to the left having
a radius of 570 feet, a distance of 431.84 feet to a point; thence
(3) North 72 degrees 55 minutes East, along the northerly line of Princess
Road, 451.02 feet to a point; thence
(4) North 6 degrees 36 minutes 10 seconds West, 505.38 feet to a point;
thence
(5) South 47 degrees 18 minutes 34.7 seconds West, 208.99 feet to a point;
thence
(6) South 59 degrees 49 minutes 55 seconds West, 121.90 feet to a point;
thence
(7) South 76 degrees 53 minutes 59.4 seconds West, 475.14 feet to a point;
thence
(8) South 70 degrees 53 minutes 21 seconds West, 43.98 feet to a point;
thence
(9) South 59 degrees 01 minute 33 seconds West, 42.83 feet to a point;
thence
48
(10) South 42 degrees 33 minutes 18 seconds West, 135.86 feet to a point;
thence
(11) South 27 degrees 32 minutes 22 seconds West, 93.73 feet to the point
and place of BEGINNING.
According to description by Trenton Engineering Company, Inc.,
Professional Engineers and Surveyors, 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx
and subject to grants and restrictions of record.
And being the same premises known as Xxx #0, Xxxxx 00, page 34 of the
Tax Map of Xxxxxxxx Township, New Jersey.
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49
STATE OF NEW JERSEY )
) ss.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this 29th day of June, 1981, before me, the
subscriber, a Notary Public of New Jersey personally appeared Xxxx X. Xxxxxxx,
who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction, that he is the Assistant Secretary of New Jersey State Medical
Underwriters, Inc., the Corporation named in the within Instrument; that Xxxxx
Xxxxxxxxx is the President of said Corporation; that the execution, as well as
the making of this Instrument, has been duly authorized by a proper resolution
of the Board of Directors of the said Corporation; that deponent well knows the
corporate seal of said Corporation; and that the seal affixed to said Instrument
is the proper corporate seal and was thereto affixed and said Instrument signed
and delivered by said President as and for the voluntary act and deed of said
Corporation, in the presence of deponent, who thereupon subscribed his name
thereto as attesting witness, and that the said Corporation received a true copy
of the within document without charge.
/S/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
Assistant Secretary
Sworn to and subscribed before
me on this 29th day of June, 1981
/S/ Xxxxxx X. Xxxxxx
---------------------------------
Notary Public
Prepared By: [NOTARIAL SEAL]
Xxxx X. Xxxxxx, Esq. XXXXXX X. XXXXXX
Manger, Kalison & Xxxxxx NOTARY PUBLIC OF NEW JERSEY
Airport Park My Commission Expires Sept. 1, 1983
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
00
XXXXX XX XXX XXXXXX )
) ss.:
COUNTY OF XXXXXX )
BE IT REMEMBERED, that on this 29th day of June, 1981, before me, the
subscriber, a Notary Public of New Jersey personally appeared Xxxxxxx X.
Xxxxxxx, who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction, that he is the Executive Director of the Medical Society of New
Jersey, the Corporation named in the within Instrument; that Xxxxxxx X. Xxxxxxx,
M.D. is the President of said Corporation; that the execution, as well as the
making of this Instrument, has been duly authorized by a proper resolution of
the Board of Trustees of the said Corporation; that deponent well knows the
corporate seal of said Corporation; and that the seal affixed to said Instrument
is the proper corporate seal and was thereto affixed and said Instrument signed
and delivered by said President as and for the voluntary act and deed of said
Corporation, in the presence of deponent, who thereupon subscribed his name
thereto as attesting witness, and that the said Corporation received a true copy
of the within document without charge.
/S/ Xxxxxxx X. Xxxxxxx
---------------------------------
Executive Director
Sworn to and subscribed before
me on this 29th day of June, 1981
/S/ Xxxxxx X. Xxxxx
---------------------------------
Notary Public
Prepared By: [NOTARIAL SEAL]
Xxxx X. Xxxxxx, Esq. XXXXXX X. XXXXX
Manger, Kalison & Xxxxxx NOTARY PUBLIC OF NEW JERSEY
Airport Park My Commission Expires Jan. 29, 1984
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
