AGREEMENT OF LEASE
MADE AS OF MARCH 22ND, 1999
BY AND BETWEEN
BOULEVARD PLAZA ASSOCIATES, L.P.
00 Xxxx 00xx Xxxxxx, Xxxxx #000, Xxx Xxxx, Xxx Xxxx 00000,
party of the first part,
(hereinafter referred to as "Landlord")
and
XXXXXX INVESTMENTS, LLC d/b/a SUCCESS, INC.
00 Xxxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000
party of the second part,
(hereinafter referred to as "Tenant")
WITNESSETH:
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
in the building presently located at:
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
to be known as set forth in Article 32 hereof (hereinafter referred to as the
"Building"), the following:
2,773 gross rentable sq. ft. at $18.50 per square foot on the first (1st)
floor, Suite #106 of the Building.
(which space is hereinafter referred to as "the Demised Premises" as shown on
the plan or plans, initialed and/or signed by the parties hereto, marked
"Exhibit A" (which plan or plans are hereby attached, or by reference thereto
incorporated in this lease as "Exhibit A" as though physically attached hereto);
for the term of:
Three (3) years, beginning June 1st, 1999 and ending May 31st, 2002
(Plus, if the term hereof commences on a day other than the first day of a
month, so many days as are necessary for the term to end on the last day of the
month of the term). (Or until such term shall sooner cease and terminate as
hereinafter provided), to commence on the date determined in the manner provided
in Article 29 hereof, at a fixed rent at the annual rate of:
June 1st, 1999 to May 31st, 2000; $32,800.50, payable at the rate of
$2,733.38 per month in advance.
June 1st, 2000 to May 31st, 2001; $32,800.50, payable at the rate of
$2,733.38 per month in advance.
June 1st, 2001 to May 31st, 2002; $32,800.50, payable at the rate of
$2,733.38 per month in advance.
Tenant shall also pay any additional rent as may be required pursuant to
Article 28 hereof.
Tenant agrees to pay said fixed annual rent in lawful money of the United
States, in equal monthly installments in advance on the first day of each
calendar month during said term, at the office of Landlord or such other place
in the United States of America as Landlord may designate. Upon execution
hereof, Tenant has paid to Landlord the first monthly installment of rent,
receipt of which Landlord hereby acknowledges. Should the obligation to pay rent
commence an any day other than on the first day of a month, then the fixed rent
for the unexpired portion of such month shall be adjusted and prorated on a per
diem basis.
Tenant shall have one (1) option to extend the Lease for a period of three
(3) years, provided Tenant notifies Landlord of its intention to exercise such
option, in writing, at least six
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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2
(6) months prior to the expiration date of the Lease term then in effect. Fixed
Rent for the first year of the Option Period shall be the then current Market
Rent, which shall be determined in accordance with the procedure set forth
hereinafter. Fixed Rent for each remaining year of the Option Period shall not
increase over the Fixed Rent payable in the immediately preceding year.
Market Rent:
The parties shall have thirty (30) days after Landlord receives Tenant's
extension option notice in accordance herewith in which to agree on the Market
Rent for the Extended Term. If the parties agree on the Market Rent during such
thirty (30) day period, Landlord and Tenant shall execute an amendment to this
Lease setting forth the Market Rent for the Extended Term.
If the parties are unable to agree on the Market Rent within the thirty
(30)day period, then, within twenty (20)days after the expiration of that
period, each party, at its cost and by giving notice to the other party, shall
appoint a qualified M.A.I. real estate appraiser with at least 5 years'
full-time commercial appraisal experience in the New Jersey metropolitan area to
appraise and set the Market Rent for the Demised Premises. The Market Rent shall
be based on new leases for comparable space in at least five (5) comparable
buildings in the area in which the Demised Premises are located and based upon
the Demised Premises as improved, whether such improvements were made by
Landlord or Tenant. If five (5) comparables are not available, the appraiser
shall use such other Market data as is relevant, with appropriate adjustments
consistent with accepted appraisal practices. If a party does not appoint such
an appraiser within the aforementioned period, the single appraiser appointed
shall be the sole appraiser and shall set the Market Rent for the Demised
Premises. The two appraisers appointed by the parties as stated in this
paragraph shall meet promptly and attempt to establish the Market Rent for the
Demised Premises. If they are unable to agree within twenty (20) days after the
second appraiser has been appointed, they shall select a third appraiser meeting
the qualifications stated in this paragraph, within ten (10) days after the last
day the two appraisers are given to set the Market Rent. Each of the two parties
shall bear one half (l/2) of the cost of appointing and paying the third
appraiser. The third appraiser shall be a person who has not previously acted in
any capacity for either party.
Within thirty (30) days after the selection of the third appraiser, the
third appraiser shall set the Market Rent for the Demised Premises.
Fixed Rent for the month of July 1999 shall be reduced to 0 to give effect
to a Rent Abatement. No part of the Rent Abatement shall be granted unless no
default exists under the Lease.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
ARTICLE 1 - RENT
----------------
1.01 Tenant shall pay the Rent and Additional Rent as above and as
hereinafter provided.
ARTICLE 2 - OCCUPANCY
---------------------
2.01 Tenant shall use and occupy the Demised Premises solely for
office use.
ARTICLE 3 - ALTERATION AND INSTALLATIONS
----------------------------------------
3.01 In addition to the work contemplated by the provisions of Article
30 hereof, Tenant, with Landlord's consent only, may from time to time during
the term of this Lease, make other than structural alterations, additions,
substitutions and improvements in and to the Demised Premises as Tenant may
reasonably deem necessary. Structural alterations, additions, substitutions, and
improvements, which are excluded, are defined to include such items which
materially affect the basic structure of the Building's skeleton, outer skin, or
core, or any Building fixture, appurtenance, equipment or other Building item
within said core, and shall also include all mechanicals, viz: heating,
plumbing, electrical and air conditioning. Alterations, additions,
installations, substitutions and improvements shall be at Tenant's expense.
Tenant agrees that at least ten (10) days before commencing any work, Tenant
will deliver to Landlord a copy of the plans covering said work as approved by
the appropriate governmental department, if
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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3
such approval is required, and will do such work so as not to interfere with
work of Landlord, such consent not to be unreasonably withheld. All such
structural alterations, additions, substitutions and improvements shall be done
by Landlord at Tenant's expense.
3.02 In connection with Tenant's occupancy of the Demised Premises
prior to the commencement of the term to prepare the space for Tenant's
occupancy, if required, the Tenant shall receive without charge, water, heat,
ventilation or cooling, during normal working hours to the extent only that such
services are being supplied to Landlord's contractors and workmen in the Demised
Premises at the time. Such work shall not interfere with the work of Landlord or
its subcontractors in the completion of the Building.
3.03 Any mechanics lien, filed against the Demised Premises or the
Building for work claimed to have been done for or materials claimed to have
been furnished to Tenant shall be discharged by Tenant within thirty (30) days
after filing or Tenant shall file an appropriate bond.
3.04 All alterations, installations, additions and improvements made
and installed by Landlord, shall become the property of Landlord and shall
remain upon and be surrendered with the Demised Premises at the end of the term
of this Lease. Carpeting in Demised Premises, whether furnished by Landlord or
as a credit given by Landlord to Tenant, shall be property of Landlord. Tenant,
except for daily vacuuming, shall be responsible for repair, maintenance and
replacement of same and shall be returned to Landlord at end of Lease in good
condition, reasonable wear and tear excepted.
3.05 All alterations, installations, additions and improvements
installed by Tenant, or at Tenant's expense, which are of a permanent nature and
which cannot be removed without structural damage to the Demised Premises or
Building, shall become the property of Landlord and shall remain upon and be
surrendered with the Demised Premises at the end of the term of this Lease,
except that Landlord shall have the right to serve notice upon Tenant that any
of such alterations, installations, additions and improvements shall be removed
and, in the event of service of such notice, Tenant will, at it cost and
expenses, remove the same. Tenant shall repair any damage to the Demised
Premises and carpeting made necessary by such removal.
3.06 Where supplied by Tenant, the Tenant's furniture and trade
fixtures shall remain property of Tenant. In case Tenant shall decide not to
remove any part of such property, Tenant shall notify Landlord in writing not
less than three (3) months prior to the expiration of the term of this Lease,
specifying the items of property which it has decided not to remove. If, within
thirty (30) days after the service of such notice, Landlord shall request Tenant
to remove any of the said property, Tenant shall remove the same. As to such
property which Landlord does not request Tenant to remove, the same shall be, if
left by Tenant, deemed abandoned by Tenant and thereupon the same shall become
the property of the Landlord.
3.07 If any alterations, installations, additions, improvements or
other property which Tenant shall have the right to remove or be requested by
Landlord to remove are not removed on or prior to the expiration of the term of
this Lease, Tenant shall be liable for and pay to Landlord an additional month's
rent and Landlord shall have the right to remove said property and to dispose of
the same without accountability to Tenant at the sole cost and expense of
Tenant. In case of any damage to the Demised Premises or the Building resulting
from the removal of the property, Tenant shall repair such damage or, in default
thereof, shall reimburse Landlord for Landlord's cost in repair of such damage.
3.08 Tenant shall keep records of Tenant's alterations, installations,
additions and improvements, and the cost thereof. Tenant shall, within 45 days
after demand by Landlord, furnish to Landlord copies of same if Landlord shall
require same in connection with any proceeding to reduce the assessed valuation
of the Building, or otherwise.
ARTICLE 4 - REPAIRS
-------------------
4.01 Tenant shall, at its sole cost and expense, make such repairs to
the Demised Premises and appurtenances necessitated by the negligence of Tenant,
or by the use of the Demised Premises in a manner contrary to the purposes for
which same is leased to Tenant, as and when needed to preserve them in good
working order and condition. All damage or injury to the Demised Premises, or
building, and to its fixtures, appurtenances and equipment caused by
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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4
Tenant moving property in or out of the Building or by installation or removal
of furniture, fixtures or other property shall be repaired, restored or replaced
promptly by Tenant at its sole cost and expense, which repairs, restorations and
replacements shall be in quality and class equal to the original work or
installations. If Tenant fails to make such repairs, restorations, or
replacement, same may be made by Landlord at the expense of Tenant and such
expense shall be collectible as additional rent and shall be paid by Tenant
within 15 days after rendition of a xxxx therefor.
4.02 Tenant shall not place a load upon any floor of the Demised
Premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law.
4.03 Business machines and mechanical equipment belonging to Landlord
or to Tenant which cause vibration, noise, cold or heat that may be transmitted
to the Building structure or to any leased space to such a degree as to be
objectionable to Landlord or to any other Tenants in the Building shall be
placed and maintained by the party owning or leasing the machines or equipment
at such party's expense in settings of cork, rubber, or spring type vibration
eliminators sufficient to absorb and prevent such vibration or noise. The
parties hereto recognize that the operation of elevators, air conditioning and
heating equipment will cause vibration, noise, heat or cold which may be
transmitted to other parts of the Building and Demised Premises.
Landlord agrees to include the provisions of this Section 4.03 in
every lease made for space in the Building.
4.04 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 the making of any repairs,
alterations, additions, or improvements in or to any portion of the Building or
the Demised Premises or in or to fixtures, appurtenances or equipment thereof.
Landlord agrees to use its best efforts to do any work in such a manner as not
materially to interfere with or impair Tenant's use and enjoyment of the Demised
Premises.
4.05 Landlord will make structural repairs necessary or desirable to
keep the building in which the Demised Premises are a part in good order and
will maintain the exterior of the Building and the mechanicals in the Demised
Premises, viz: heating, air conditioning, electrical, plumbing units. Tenant
shall take good care of the interior of the Demised Premises, and at its expense
make all repairs to the interior of the Demised Premises, carpeting and fixtures
and at the end of the Lease return the Demised Premises to Landlord in good
condition, reasonable wear and tear excepted.
ARTICLE 5 - REQUIREMENTS OF LAW; FIRE INSURANCE
-----------------------------------------------
5.01 Tenant, at its expense, shall comply with all laws, orders and
regulations of Federal, State, County and Municipal authorities, and with any
direction of any public officer or officers, pursuant to law. Landlord agrees,
at its expense, to comply with all such laws, orders, regulations, and
directions, other than those with which Tenant is required hereunder to comply.
5.02 Tenant shall not do or permit to be done any act or thing upon
said premises, which will invalidate or be in conflict with New Jersey Standard
fire insurance policies covering the Building, and fixtures and property
therein, or which would increase the rate of fire insurance applicable to the
Building to an amount higher than it otherwise would be; the Tenant shall
neither do nor permit to be done any act or thing upon said premises which shall
or might subject Landlord to any liability or responsibility for injury to any
person or persons or to property by reason of any business or operation being
carried on upon said premises; but nothing in this Section 5.02 shall limit or
restrict Tenant's use of the Demised Premises for the purposes stated in Article
2 hereof or subject Tenant to any liability by reason of its proper use of the
Demised Premises for such purposes.
5.03 If, as a result of any act or omission by Tenant in violation of
this Lease, or as a result of Tenant's occupancy, the rate of fire insurance
applicable to the Building shall be increased to an amount higher than it
otherwise would be, Tenant shall reimburse Landlord for all increases of
Landlord's fire insurance premiums so caused: such reimbursement to be
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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5
additional rent payable upon the first day of the month following any outlay by
Landlord for such increased fire insurance premiums. A schedule, or "make up" of
rate for the Building or Demised Premises issued by the body making fire
insurance rates for said premises, shall be presumptive evidence of the facts
therein stated and of the several items and charges in the fire insurance rate
than applicable to said premises.
5.04 Tenant shall, at its sole cost and expense, obtain and at all
times during the term maintain with responsible insurance carriers acceptable to
Landlord, insurance covering the Demised Premises for the mutual benefit of the
Landlord and Tenant as follows:
(1) Fire insurance with broad form extended coverage endorsement
from time to time available, for an amount not less than the full replacement
value of Tenant's improvements and Tenant's personal property located in the
Demised Premises. "Full replacement value" shall be determined at the request of
the Landlord by an architect, appraiser, appraisal company or one of the
insurer's selected by Landlord and paid for by Tenant, but such determination
shall not be required to be made more frequently than once every two (2) years.
No omission on the part of Landlord to request any such determination shall
relieve Tenant of any of its obligations under this Article.
(2) Comprehensive general liability insurance, with such limits
as may be reasonably required by Landlord from time to time, but not less than a
combined single limit of $1,500,000.00.
(3) All required insurance policies shall name Landlord as an
additional insured or loss payee, as the case may be, and shall include a
provision that they shall not be canceled without thirty (30) days' prior
written notice to Landlord. Tenant shall deliver copies of all required
insurance policies or certificates evidencing such coverage prior to the
commencement date and renewal policies prior to the expiration of the existing
policies together with evidence of the payment of premiums therefore.
(4) Tenant can only deliver to or remove from the Demised
Premises any freight, furniture, business equipment, merchandise and bulky
matter of any description, on the freight elevators and/or through the service
entrances and corridors of the Building and only during the hours and in the
manner approved by Owner from time to time. Tenant can only be permitted to
deliver to or remove from the Demised Premises any of the items described in
this article after Tenant has given Owner three (3) days prior written notice of
Tenant's intention to make such delivery or removal, and provides Owners with
written evidence that such delivery or removal is being made by an individual or
an entity who possesses general liability and workers compensation insurance or
other insurance as may be required by Owner in an amount which Owner deems is
sufficient.
ARTICLE 6 - SUBORDINATION
-------------------------
6.01 This Lease is subject and is hereby subordinated to all present
or future mortgages, deeds of trust and other encumbrances affecting the Demised
Premises or the property of which said premises are a part,. and to all
renewals, modifications, consolidations, replacements, and extensions thereof.
6.02 The provisions of this Article 6 shall be self-operative and no
further instrument of subordination shall ,be required by the holder of any
interest to which this Lease is subordinate. Each party agrees, whenever
requested to do so upon reasonable notice to it by the other, to execute such
instruments confirmatory of the provisions of this Article 6 as the party
requesting the same may require.
ARTICLE 7 - PROPERTY LOSS, DAMAGE, REIMBURSEMENT
------------------------------------------------
7.01 Landlord or its agents shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of the
Building, or from the pipes, appliances or plumbing work or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, unless caused by or due to the negligence of
Landlord, its agents, servants or employees.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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6
7.02 Tenant shall reimburse Landlord for all expenses, damages or
fines incurred or suffered by Landlord, and for which Landlord has not been or
will not be reimbursed by insurance, by, reason of any breach, violations or
non-performance by Tenant, or its agents, servants or employees, of any covenant
or provision of this Lease.
7.03 Tenant shall give Landlord notice in case of fire or accidents in
the Demised Premises promptly after Tenant is aware of such event.
7.04 (a) Landlord covenants that throughout the term of this Lease it
shall keep the Building and the fixtures, appurtenances and equipment therein
(except Tenant's property as specified in Section 3.06) insured in the name and
for the benefit of Landlord and the mortgagee or mortgagees of the fee simple,
if any, as their interest shall appear, against all risks normally insured
against in the usual fire and extended coverage policies written in New Jersey.
Landlord also agrees that, if obtainable, it will include in its fire insurance
policies appropriate clauses pursuant to which the insurance companies (1) waive
all right of subrogation against Tenant with respect to losses payable under
such policies, and/or (2) agree that such policies shall not be invalidated
should the insured waive in writing prior to a loss any or all rights of
recovery against any party for losses covered by such policies. If Landlord at
any time is unable to obtain in said policies either of the clauses described in
the preceding sentence, Landlord shall if possible, have Tenant named in such
policies as one of the assureds, but should any additional premiums be exacted
for such clause or clauses or naming, Landlord shall be released from the
obligation hereby imposed unless Tenant shall agree to pay such additional
premium. If Tenant shall be named as one of the assureds in accordance with the
foregoing, Tenant agrees to endorse promptly to the order of Landlord, without
recourse, any check, draft or order for the payment of money representing the
proceeds of any such policy or representing any other payment growing out of or
connected with said policies, and Tenant does hereby irrevocably waive any and
all rights in and to such proceeds and payments. Tenant shall not have the right
to participate in the settlement of any claims for losses under any policies in
which Tenant is named as an assured, pursuant to the foregoing provisions.
(b) Tenant agrees to include, if obtainable, in its fire
insurance policy or policies on its furniture, furnishing, fixtures and other
property removable by Tenant under the provisions of its lease of space in the
Building, appropriate clauses pursuant to which the insurance company or
companies (i) waive the right of subrogation against Landlord and/or any tenant
of space in the Building with respect to losses payable under such policy or
policies and/or (ii) agree that such policy or policies shall not be invalidated
should the insured waive in writing prior to a loss any or all right of recovery
against any party for losses covered by such policy or policies. If Tenant is
unable to obtain in such policy or policies either of the clauses described in
the preceding sentence, Tenant shall if possible have Landlord named in such
policy or policies as one of the assureds, but should any additional premium be
exacted for any such clause or clauses or naming, Tenant shall be released from
the obligation hereby imposed unless Landlord or the other tenants shall agree
to pay such additional premium. If Landlord shall be named as one of the
assureds in accordance with the foregoing, Landlord agrees to endorse promptly
to the order of Tenant, without recourse, any check, draft, or order for the
payment of money representing the proceeds of any such policy or representing
any other payment growing out of or connected with said policies, and Landlord
does hereby irrevocably waive any and all rights in and to such proceeds and
payments. Landlord or the other tenants shall not have the right to participate
in the settlement of any claims for losses under any policies in which Landlord
is named as an assured, pursuant to the foregoing provisions.
Landlord agrees to use its best efforts to include the provisions of
this Section 7.04 (b) in every lease made for space in the Building.
(c) Provided that Landlord's right of full recovery under its
policy or policies aforesaid is not adversely affected or prejudiced thereby,
Landlord hereby waives any and all right of recovery which it might otherwise
have against Tenant, its servants, agents and employees, for loss or damage
occurring to the Building and the fixtures, appurtenances and equipment therein,
to the extent the same is covered by Landlord's insurance notwithstanding that
such loss or damage may result from the negligence or fault of Tenant, its
servants, agents or employees. Provided that Tenant's right of full recovery
under its aforesaid policy or policies is not adversely affected or prejudiced
thereby, Tenant hereby waives any and all rights of recovery which it might
otherwise have against Landlord, its servants, and employees, and against every
other tenant in the Building who shall have executed a similar waiver as set
forth in this
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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7
Section 7.04 (c) for loss or damage to Tenant's furniture, furnishings, fixtures
and other property removable by Tenant under the provisions hereof to the extent
that same is covered by Tenant's insurance, notwithstanding that such loss or
damage may result from the negligence or fault of Landlord, its servants, agents
or employees, or such other tenant and the servants, agents or employees
thereof.
(d) Landlord and Tenant hereby agree to advise the other promptly
as to the language of the clauses included in their respective insurance
policies pursuant to subparagraphs (a) and (b) above and if such clauses cannot
be obtained to furnish the other with a certificate or copy of such policies
showing the name of the other as one of the assureds. Landlord and Tenant hereby
agree to notify the other promptly of any cancellation or change of the terms of
any such policy which would affect such clauses or naming. All such policies
shall, to the extent obtained, contain agreements by the insurers that such
policies shall not be canceled without at least ten (10) day's notice to both
Landlord and Tenant. All such policies which name both Landlord and Tenant as
assureds shall, to the extent obtainable, contain agreements by the insurers to
the effect that no act or omission of any named assureds will invalidate the
policy as to the named assureds.
ARTICLE 8 - DESTRUCTION; FIRE OR OTHER CAUSE
--------------------------------------------
8.01 If the Building shall be partially damaged or destroyed or if the
Demised Premises shall be partially or totally damaged or destroyed by fire,
casualty or other cause, then, whether or not the damage or destruction shall
have resulted from the fault or neglect of Tenant, or its servants, employees,
agents, visitors or licensees (and if this Lease shall not have been canceled as
in this Article hereinafter provided), Landlord will repair the damage, and
restore, replace, and rebuild the Building and the Demised Premises at its
expenses, with reasonable dispatch and continuity after notice to it of the
damage or destruction; provided, however, that Landlord shall not be required to
repair or replace any installation made by Tenant not required hereunder to be
covered by Landlord's insurance. If the Demised Premises shall be partially
damaged or partially destroyed, the rent and additional rent payable hereunder
shall be abated to the extent that the Demised Premises shall have been rendered
untenantable or unfit for Tenant's use and Tenant does not occupy such damaged
or destroyed part of the premises on other than an emergency basis for the
period from the date of such damage or destruction to the date that the damage
shall be repaired or restored. If the Demised Premises or a major part thereof
shall be totally, or substantially totally, damaged or destroyed or
substantially completely, untenantable on account of fire, casualty or other
cause, the rent and additional rent shall completely xxxxx as of the date of the
damage or destruction and until Landlord shall repair, restore, replace and
rebuild the Demised Premises; provided, however, that should Tenant reoccupy a
portion of the Demised Premises for the purpose of conducting business during
the period the restoration work is taking place and prior to the date that the
same is made completely tenantable, rent and additional rent shall be
apportioned and payable by Tenant in proportion to the part of the Demised
Premises occupied by it.
8.02 If the Building shall be so damaged that Landlord shall decide to
demolish or not to rebuild it, then in either of such events, Landlord shall
within sixty (60)days after such fire or other casualty, give Tenant a notice in
writing of such decision, and thereupon the term of this Lease shall expire by
lapse of time upon the thirtieth day after such notice is given, and Tenant
shall vacate the Demised Premises and surrender the same to Landlord.
8.03 In the event of the termination of this Lease pursuant to
provisions of this Article, this Lease shall expire as fully and completely on
the date fixed in such notice of termination as if that were the date definitely
fixed for the expiration of this Lease, but the rent and additional rent shall
be apportioned and shall be paid up to and including the date of such damage or
destruction, and any period rent or prepaid additional rent be refunded to
Tenant.
8.04 No damages, compensation or claim shall be payable by Landlord
for inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building. Landlord
shall use its best efforts to effect such repair or restoration promptly and in
such manner as not unreasonably to interfere with Tenant's occupancy.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
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8
ARTICLE 9 - EMINENT DOMAIN
--------------------------
9.01 In the event that the whole of the Demised Premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use or
purpose, this Lease and the term and estate hereby granted shall forthwith cease
and terminate as of the date of vesting of title (hereinafter referred to as the
"date of taking"), and Tenant shall have no claim against Landlord for the value
of any unexpired term of this Lease, and the rent and additional rent shall be
apportioned as of such date.
9.02 In the event that any part of the Demised Premises shall be so
condemned or taken, then this Lease shall be and remain unaffected by such
condemnation or taking, except that the rent and additional rent allocable to
the part so taken shall be apportioned as of the date of taking, provided,
however, that Tenant may elect to cancel this Lease in the event the remaining
area shall not be sufficient in the reasonable judgment of tenant to enable
Tenant to continue the operation of its business therein, or if more than
twenty-five (25%) percent of the Demised Premises should be so condemned or
taken, provided such notice of election is given by Tenant to Landlord not later
than thirty (30) days after the date when title shall vest in the condemning
authority. Upon the giving of such notice, this Lease shall terminate on the
thirtieth day following the day of such notice and the rent and additional rent
shall be apportioned as of such termination date. Upon such partial taking and
this Lease continuing in force as to any part of the Demised Premises, the rent
and additional rent shall be diminished by an amount representing the part of
said rent and additional rent properly applicable to the portion or portions of
the Demised Premises which may be so condemned or taken. If as a result of the
partial taking (and this Lease continuing in force as to the part of the Demised
Premises not so taken), any part of the Demised Premises not taken is damaged
Landlord agrees with reasonable promptness to commence the work necessary to
restore the damaged portion to the condition existing immediately prior to the
taking, and prosecute the same with reasonable diligence to its completion. In
the event Landlord disputes the reasonableness of Tenant's judgment in
determining whether the remaining area is sufficient to enable Tenant to
continue the operation of its business therein or in the event Landlord and
Tenant are unable to agree as to the amount by which the rent and additional
rent shall be diminished, the matter shall be determined by arbitration in
accordance with the provisions of Article 31 of this Lease.
9.03 Nothing hereinabove provided shall preclude Tenant from
appearing, claiming, proving and receiving in the condemnation proceeding,
Tenant's moving expenses, the value of Tenant's fixtures, or Tenant's
alteration, installations, and improvements which do not become part of the
Building, or property of Landlord.
9.04 In the event that only a part of the Demised Premises shall be so
taken and Tenant shall not have elected to cancel this Lease as above provided,
the entire award for a partial taking shall be paid to Landlord and, at
Landlord's own expense, shall to the extent of the net proceeds (after deducting
reasonable expenses including attorneys' and appraisers' fees) of the award
restore the unaffected part of the Building to substantially the same condition
and tenantability as existed prior to the taking, including all of Tenant's
alterations which shall have become part of the Building or the property of
Landlord. Until said unaffected portion is restored, Tenant shall be entitled to
a proportionate abatement of rent for that portion of the premises which is
being restored and is not usable until the completion of the restoration or
until the said portion of the premises is used by Tenant, whichever occurs
sooner. Said unaffected portion shall be restored within a reasonable time but
not more than six (6) months after the taking, provided, however, if Landlord is
delayed by strike, lockout, the elements, or other causes beyond Landlord's
control, the time for completion shall be extended for a period equivalent to
the delay. Should Landlord fail to complete the restoration within the said six
(6) months or the time as extended, tenant may elect to cancel this Lease and
the term hereby granted in the manner and with the same results as set forth in
the next two sentences of this Section 9.04. If such partial taking shall occur
in the last two years of the term hereby granted, either party, irrespective of
the area of the space remaining, may elect to cancel this Lease and the term
hereby granted, provided such party shall, within thirty (30) days after such
taking, give notice to that effect, and upon the giving of such notice, the rent
shall be apportioned and paid to the date of expiration of the term specified
and this Lease and the term hereby granted shall cease, expire and come to an
end upon the expiration of said thirty days specified in said notice. If either
party shall so elect to end this Lease and the term hereby granted, Landlord
need not restore any part of the Demised Premises and the entire award for
partial condemnation shall be
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
9
paid to Landlord, and Tenant shall have no claim to any part thereof, except as
to the items set forth in Section 9.03 where same are applicable.
ARTICLE 10 - ASSIGNMENT, ETC.
-----------------------------
10.01 Tenant, and its successors and assigns, will not sell, assign,
mortgage or transfer this Lease or sublease all or any part of the Demised
Premises without Landlord's prior written consent, which consent shall not be
deemed to be unreasonably withheld if Landlord withholds such consent for any
one or more of the following reasons:
(1) The reputation or financial responsibility of the proposed
assignee or subtenant is not reasonably satisfactory to the Landlord;
(2) The nature or character of the business of the proposed
assignee or subtenant is not consistent with that of the other tenants in the
Building;
(3) The intended use by the proposed assignee or subtenant is the
same as or similar to any business as to which Landlord has granted to any other
tenant or occupant of the Building the exclusive right to conduct such business
in the Building (provided such exclusive right is then in effect).
Any request by Tenant for Landlord's consent to a proposed assignment
of this Lease or a subletting of all or any portion of the Demised Premises
shall be in writing and shall set forth the proposed assignee's or subtenant's
name, address, nature or character of business, and a current financial
statement or other satisfactory evidence of financial responsibility
commensurate with the responsibilities to be undertaken by such proposed
assignee or subtenant, and the terms and conditions of the proposed assignment
or subletting. Landlord will grant or refuse consent within thirty (30) days
after receipt of such request. If the Tenant desires to sublet or assign this
Lease, the Landlord shall have the sole option and right to cancel this Lease
after negotiating directly with the assignee or sublessee. In such case a
written lease is actually entered into between Landlord and such assignee or
sub-tenant, for the Demised Premises, than this Lease shall be at an end without
further liability between the parties hereto. Tenant will vacate premises at
least one month in advance of the proposed subletting or assignment. Nothing
contained herein shall be deemed an obligation on the part of the Landlord to
negotiate or enter into such new lease.
10.02 Each assignee shall assume and be deemed to have assumed this
Lease and shall be and remain jointly and severally liable with Tenant for the
payment of rent and additional rent and for the due performance of all terms,
covenants, conditions and agreements herein contained on Tenant's part to be
performed.
10.03 No assignment shall be binding upon Landlord unless the assignee
or Tenant shall deliver to landlord an instrument in recordable form which
contains a covenant of assumption by the assignee, but the failure or refusal of
the assignee to execute such instrument of assumption shall not release or
discharge the assignee for its liability as set forth herein.
10.04 Any consent to any sale, assignment, mortgage, transfer or
subletting which may be given by Landlord, shall not constitute a waiver by
Landlord of the provisions of this Article 10, or a release of Tenant from the
full performance by it of the covenants on the part of Tenant herein contained.
10.05 Any violation of any provision of this Lease by any assignee or
sublessee shall be deemed a violation of such provision by Tenant.
10.06 If the Lease be assigned, whether or not in violation of the
provisions of this Lease, Landlord may and is hereby empowered to collect rent
from the assignee. If the Demised Premises shall be sublet or occupied by
anybody other than Tenant, then in the event of Tenant's default, Landlord may
and is hereby empowered, at any time from and after the date, to institute
summary dispossess proceedings to recover possess, ion under the provisions of
this Lease, to collect rent from the subtenants or other occupants so long as
such default or any other default shall continue. In either of such events,
Landlord shall apply the net amount received by it, to the rent, Additional Rent
and other payments herein reserved or provided for, and no such collection shall
be deemed a release of Tenant from the further performance of the covenants
herein contained on the part of the Tenant.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
10
10.07 Landlord's consent to any assignment of this Lease or to the
Subletting of the Demised Premises, or the assignment of this Lease or the
subletting of the Demised Premises in any case where landlord's consent is not
required, or any action taken by Landlord under Section 10.06 above, shall not
release Tenant from its liability for the performance of this Lease. Landlord
shall notify Tenant of any default by any assignee in the performance of the
terms of this Lease, and give Tenant the same opportunity to cure said default
as Tenant in possession shall be entitled to receive under this lease.
10.08 If Tenant should sublet all or a portion of the Demised Premises
for a rental in excess of the sum of annual rental stipulated herein and
Additional Rent arising hereunder, then Tenant shall pay such excess amount to
Owner Bs Additional Rent. In computing such excess amount, appropriate pro-rata
adjustments shall be made with respect to a subletting of less than all of the
Demised Premises..
ARTICLE 11 - ACCESS TO DEMISED PREMISES
---------------------------------------
11.01 Tenant shall permit Landlord reasonably to erect, use and
maintain pipes, ducts and conduits in and through the Demised Premises ,
provided the same are installed adjacent to or concealed behind walls and
ceilings of the Demised Premises and are installed at such methods and at such
locations as will not materially interfere with or impair Tenant's layout or use
of the Demised Premises, Landlord shall exercise reasonable diligence so as to
minimize the disturbance.
11.02 Landlord may, during the six (6) months prior to the expiration
of the term of this Lease, exhibit the Demised Premises to prospective tenants,
but no notice of "To Let" or "For Sale" or the like shall be placed in or about
the Demised Premises at any time.
11.03 Tenant reserves the right to require that Landlord or any
representative, agent or employee of Landlord shall be accompanied while
examining the Demised Premises by a representative, agent or employee of Tenant
and Tenant agrees promptly to furnish such agent, representative or employee
upon request.
11.04 If Tenant shall not be personally present to open and permit an
entry into the Demised Premises at any time when for any reason an entry therein
shall be urgently necessary by reason of fire or other emergency, Landlord or
Landlord's agents may forcibly enter the same without rendering Landlord or such
agents liable therefor and without in any manner affecting the obligations and
covenants of this Lease.
ARTICLE 12 - CERTIFICATE OF OCCUPANCY
-------------------------------------
12.01 Tenant will not at any time use or occupy the Demised Premises
in violation of the certificate of occupancy issued for the Building. Landlord
represents and warrants that the certificate of occupancy for the Building will
permit the use of the Demised Premises for the purposes specified in this Lease.
Landlord will make no changes in the Building which would result in a change in
the certificate of occupancy thereby preventing Tenant from using the Demised
Premises for the purposes specified in this Lease.
ARTICLE 13 - BANKRUPTCY
-----------------------
13.01 Subject to the provisions of Section 13.03, if at any time prior
to the date herein fixed as the commencement of the term of this Lease there
shall be filed by or against Tenant in any court pursuant to any statute, either
of the United States or of any State, a petition in bankruptcy or insolvency or
for reorganization or for the appointment of a receiver or trustee of a portion
of Tenant's property, or if Tenant makes an assignment for the benefit of
creditors, or petitions for or enters into an arrangement which creditors, this
Lease shall ipso facto be canceled and terminated, in which event neither Tenant
nor any person claiming through or under Tenant by virtue of any statute or of
an order of any court shall be entitled to possession of the Demised Premises
and Landlord, in addition to the other rights and remedies given by Section
1.3.04 hereof and by virtue of any other provision herein or elsewhere in this
Lease contained or by virtue of any statute or rule of law, may retain as
liquidated damages any rent, security, deposit or monies received by it from
Tenant or others on behalf of Tenant upon the execution hereof.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
11
13.02 Subject to the provisions of Section 13.03, 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 State a petition in
bankruptcy of insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenant's property, or if Tenant makes
an assignment for the benefits of creditors, or petitions for or enters into an
arrangement with creditors, Landlord may at Landlord's option, serve upon Tenant
or any such trustee, receiver, or assignee, a notice in writing stating that
this Lease and the term hereby granted shall cease and expire on the date
specified in said notice, which date shall be not less than. ten days after the
serving of said notice, and this Lease and the term hereof shall then expire on
the date so specified as if that date had originally been fixed in this Lease as
the expiration date of the term herein granted. Thereupon, neither Tenant nor
any person claiming through or under Tenant by virtue of any statute or of an
order of any court shall be entitled to possession or to remain in possession of
the Demised Premises, but shall forthwith quit and surrender the Demises
Premises, and Landlord, in addition to the other rights and remedies Landlord
has by virtue of any other provision herein or elsewhere in this Lease contained
or by virtue of any statute or rule of law, may retain as liquidated damages any
rent, security, deposit or monies received by it from Tenant or others on behalf
of Tenant.
13.03 In the event, that at any times mentioned in either Section
13.01 or 13.02, there shall be instituted against Tenant an involuntary
proceeding for bankruptcy, insolvency, reorganization or any other relief
described in Section 13.01 or 13.02, Tenant shall have ninety (90) days in which
to vacate or stay the same before this Lease shall terminate or before Landlord
shall have any right to terminate this Lease, provided the rent and additional
rent then in arrears, if any, are paid within fifteen (15)days after the
institution of such proceeding, and further provided that the rent and
additional rent which shall thereafter become due and payable are paid when due,
and Tenant shall not otherwise be in default in the performance of the terms and
covenants of this Lease.
13.04 In the event of the termination of this Lease pursuant to
Section 13.01, 13.02, or 13.03 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 then fair and reasonable rental value of the Demised Premises for the same
period, if lower than the rent reserved at the time of termination. If such
premises or any part thereof be re-let by 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
re-letting, shall be prima facie the fair and reasonable rental value for the
part or the whole of the premises so re-let during the term of the re-letting.
Nothing herein contained shall limit or prejudice the right of 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
when, and governing the proceedings in which such damages are to be proven,
whether or not such amount be greater, equal to, or less than the amount of the.
difference referred to above.
ARTICLE 14 - DEFAULT
--------------------
14.01 Except for non-payment of rent, if Tenant defaults fulfilling
any of the covenants of this Lease, or if the Demised Premises become vacant or
deserted, then, in any one or more of such events, upon Landlord serving a
written 10 days' notice upon Tenant specifying the nature of said default and
upon the expiration of said 10 days, if Tenant shall have failed to comply with
or remedy such default, then at the option of Landlord, the Lease shall be at
end and Tenant shall quit and surrender premises but Tenant shall remain liable
as provided for herein.
14.02 If the-notices provided for in Section 14.01 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 provided or any part of either or in malting any other payment
herein provided for, or if any execution or attachment shall be issued against
Tenant or any of Tenant's property whereupon the Demised Premises shall be
occupied by someone other than Tenant, then in any of such events Landlord may,
without notice, re-enter the Demised Premises either by force or otherwise, and
dispossess Tenant, the legal representatives of Tenant or other occupant of the
Demised Premises, by summary proceedings or otherwise and
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
12
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.
14.03 Notwithstanding any expiration or termination prior to the Lease
expiration date as set forth in this Article 14, Tenant's obligation to pay any
and all rent and additional rent under this Lease shall continue to and cover
all periods up to the date provided in this Lease for the expiration of the term
hereof.
14.04 Notwithstanding the provisions of Section 14.01 hereof, Tenant,
at its own cost and 'expense, in its name and/or (wherever necessary) Landlord's
name, may contest, in any manner permitted by law (including appeals to a court,
or governmental department or authority having jurisdiction in the matter), the
validity or the enforcement of any governmental act, regulation or directive
with which Tenant is required to comply pursuant to this Lease, and may defer
compliance therewith provided that:
(a) Such non-compliance shall not subject Landlord to criminal
prosecution or subject the land and/or Building to lien or sale;
(b) Such non-compliance shall not be in violation of any mortgage
thereon;
(c) Tenant shall first deliver to Landlord a surety bond issued
by a surety company of recognized responsibility, or other security satisfactory
to Landlord, indemnifying and protecting Landlord against any loss injury by
reason of such non-compliance; and
(d) Tenant shall promptly and diligently prosecute such contest.
Landlord, without expense or liability to it, shall cooperate with Tenant
and execute any documents or pleadings required for such purpose, provided that
Landlord shall reasonably be satisfied that the facts set forth in any such
documents or pleadings are accurate.
ARTICLE 15 - REMEDIES OF LANDLORD; WAIVER OF REDEMPTION
-------------------------------------------------------
15.01 In case of any such re-entry, expiration and/or dispossess by
summary proceedings of otherwise, as set forth sin Article 14 hereof, (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, reasonable attorneys, fees, brokerage, and/or putting the
Demised 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;
and/or (c) Tenant shall also pay Landlord as liquidated damages for the failure
of Tenant to observe and perform said Tenant's covenants herein contained, any
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 Demised Premises for each month of the period which would otherwise have
constituted the balance of the term of this Lease. The failure or refusal of
Landlord to re-let the premises or any part of 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 incur
in connection with re-letting, such as legal expenses, reasonable attorneys,
fees, brokerage and for keeping the Demised Premises in good order or for
preparing the same for re-letting. Any such liquidated damages shall be paid in
monthly installments by Tenant on the rent days 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 at Landlord's option may make
such alterations, repairs, replacements and/or decorations in the Demises
Premises as Landlord, in Landlord's sole judgment, considers advisable and
necessary for the purpose of re-letting the Demised Premises; and the making of
such alterations and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. Landlord agrees, however, to use
reasonable efforts to re-let the Demised Premises and agree that in no event
will it unreasonably refuse to re-let to any person. In no event shall Landlord
be expected to make any effort to relet the Demised Premises if there is in the
Building comparable space which is vacant or will be vacant within one year from
the
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
13
date of repossession of the Demised Premises. 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 collect the rent
thereof under such reletting. 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 injunction and the right to invoke any remedy allowed at law or in
equity as a result of re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this Lease of any particular remedy, shall not
preclude Landlord from any other remedy, in law or in equity.
15.02 Tenant hereby expressly 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 cause, or in the event of Landlord obtaining
possession of Demised Premises, by reason of the violation by Tenant of any of
the covenants and conditions of this Lease or otherwise.
ARTICLE 16 - FEES AND EXPENSES
------------------------------
16.01 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, Landlord may
remedy such default for the account of Tenant, immediately and without notice in
case of emergency, or in any other case only provided that Tenant shall fail to
remedy such default with all reasonable dispatch after Landlord shall have
notified Tenant in writing of such default and the applicable grace period for
curing such default shall have expired, and if Landlord makes any expenditures
or incurs any obligations for the payment of money in connection therewith,
including, but not limited to, attorneys, fees in instituting, prosecuting or
defending any action or proceeding, such sums paid or obligations incurred, with
interest, shall be deemed to be additional rent hereunder and shall be paid by
Tenant to Landlord within five days of rendition of a xxxx to tenant thereof.
ARTICLE 17 - NO REPRESENTATIONS BY LANDLORD
-------------------------------------------
17.01 Landlord or Landlord's agent have made no representations or
promises with respect to the said Building or Demised Premises except as herein
expressly set forth.
ARTICLE 18 - END OF TERM
------------------------
18.01 Upon the expiration or other termination of the term of this
Lease, Tenant shall quit and surrender to Landlord the Demised Premises, broom
clean, in good order and condition, ordinary wear and tear and damage by fire,
the elements or other casualty excepted, and Tenant shall remove all of its
property as herein provided. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of the term of this
Lease.
ARTICLE 19 - QUIET ENJOYMENT
----------------------------
19.01 Landlord covenants and agrees with 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 Lease and to the ground
leases, underlying leases and mortgages hereinbefore mentioned, provided the
non-disturbance agreements hereinabove provided for are executed and delivered
to Tenant.
ARTICLE 20 - DEFINITIONS
------------------------
20.01 The term "Landlord" as used in this Lease means only the owner,
or the mortgagee 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), so that in
the event of any transfer of title to said land and Building or said lease, or
in the event of a lease of the Building, or of the land and Building, upon
notification to Tenant of such transfer or lease the said transferor Landlord
shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder thereafter accruing, and it shall be deemed
and construed as a covenant: running with the land without further agreement
between the parties or their successors in interest or said lease, or the said
lessee of the Building, or of the land and Building that the transferee or the
lessee has assumed and agreed to carry out any and all covenants and obligations
of Landlord hereunder.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
14
20.02 The words "re-enter", and "re-entry" as used in this Lease are
not restricted to their technical legal meaning.
20.03 The term "business days,, as used in this Lease shall exclude
Saturdays, Sundays and all days observed by the State of New Jersey or Federal
Government as legal holidays, except such Saturdays, Sundays and legal holidays
when New Jersey banks or the New York Stock Exchange are open for business.
ARTICLE 21 - FOOD
-----------------
21.01 Tenant shall not xxxx, prepare or serve food in the Demised
Premises.
ARTICLE 22 --RULES AND REGULATIONS
----------------------------------
22.01 Tenant and Tenant's servants, employees and agents shall observe
faithfully and comply strictly with the Rules and Regulations set forth in
Exhibit B attached hereto and made part hereof entitled "Rules and Regulations,,
and such other and further reasonable Rules and Regulations as Landlord or.
Landlord, s agents may from time to time adopt provided, however, that in case
of any conflict or inconsistency between the provisions of this Lease and of any
of the Rules and Regulations as originally or as hereafter adopted, the
provisions of this Lease shall control. Reasonable written notice of any
additional Rules and Regulations shall be given to Tenant. The right to dispute
the reasonableness of any additional Rule or Regulation upon Tenant's part shall
be deemed waived unless the same shall be asserted by service of a notice in
writing upon Landlord within 30 days after written notice to Tenant of the
adoption. of any such additional Rule or Regulation. Nothing in this Lease
contained shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations or the terms, covenants or conditions in any
other Lease, against any other tenant of the Building, and Landlord shall not be
liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees. However, if Tenant notifies Landlord
that another tenant in the Building is violating the Rules and Regulations, and
that such violation materially interferes with Tenant's use and enjoyment of the
Demised Premises, and requests Landlord to require such other tenant to
discontinue such violations if necessary to commence legal proceedings to compel
the same, Landlord agrees to take such action and if necessary commence such
legal proceedings against such other tenant, provided that Tenant agrees in
writing at the time of making such request to indemnify and save harmless
Landlord from any costs, legal fees and disbursements and for any claims for
damages if Landlord shall be unsuccessful in such legal proceedings.
Landlord shall not unreasonably withhold from Tenant approval provided
for in the Rules and Regulations and shall exercise its judgment in good faith.
ARTICLE 23 - NO WAIVER
----------------------
23.01 No agreement to accept a surrender of this Lease shall be valid
unless in writing signed by Landlord. No employee of Landlord or of Landlord's
agents shall have any power to accept the keys of said premises prior to the
termination of this Lease. The delivery of keys to any employee of Landlord or
Landlord's agent shall not operate as a termination of this Lease or a surrender
of the Demised Premises. In the event of Tenant at any time desiring to have
Landlord sublet the premises for Tenant's account, Landlord or Landlord's agents
are authorized to receive said keys for such purpose without releasing Tenant
from any of the obligations under this Lease. 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 any of the Rules and Regulations set
forth herein, 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 a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth herein, or hereafter adopted, against Tenant and/or any
other tenant in tile Building shall not be deemed a waiver of such Rules and
Regulations. No provision of this Lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing signed by Landlord. No payments of
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 on any check or any
letter accompany any check or payment as rent be deemed an accord and
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
15
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such or pursue any other remedy in
this Lease provided.
23.02 This Lease contains the entire agreement between the parties,
and any executory agreement hereafter made shall be ineffective to change,
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 change, modification, discharge or abandonment is sought.
ARTICLE 24 - WAIVER OF TRIAL BY JURY
------------------------------------
24.01 Landlord and Tenant do hereby waive trial by jury in action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matter whatsoever arising out of or in any way connected with this
Lease. It is further mutually agreed that in the event Landlord commences any
summary proceeding for non-payment of rent, Tenant will not interpose and does
hereby waive the right to interpose any defense (other than payment of rent).
ARTICLE 25 - INABILITY TO PERFORM
---------------------------------
25.01 If, by reason of (1) strike, (2) labor troubles, (3) government
preemption in connection with a national emergency, (4) any rule, order or
regulation of any governmental agency, (5) conditions of supply or demand which
are affected by war or other nations, state or municipal emergency, or (6) other
cause beyond Landlord's control, Landlord shall be unable to fulfill its
obligations under this Lease or shall be unable to supply any service which
Landlord is obligated to supply, this Lease and Tenant's obligation to pay rent
hereunder shall in no wise be affected, impaired or excused, provided however,
that as soon as Landlord shall learn of the happening of any of the foregoing
conditions, Landlord shall promptly notify Tenant of such event and, if
ascertainable, its estimated duration, and will proceed promptly and diligently
with the fulfillment of its obligations as soon as reasonably possible.
ARTICLE 26 - NOTICES
--------------------
26.01 Any notice or demand, consent, approval or disapproval required
to be given by the terms and provisions of this Lease, or by any law or
governmental regulation, either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing. Unless otherwise required by such law or regulation such
notice or demand shall be given, and shall be deemed to have been served and
given by Landlord and received by Tenant, when Landlord shall have deposited
such notice or demand by registered mail enclosed in a securely closed post-paid
wrapper, in a United States government general or branch post office, addressed
to Tenant, at the address set forth after Tenant's name and Landlord's name on
Page 1 of this Lease. Either party may, by notice as aforesaid, designate a
different address or addressee for notices, demands, consents, approvals
disapprovals.
ARTICLE 27 - SERVICES PROVIDED BY LANDLORD
------------------------------------------
The provisions of this Article 27 are separate and distinct from the
provisions of Article 30 hereof and are not intended to be elated to or affected
by such provisions in any manner whatsoever.
27.01 Landlord shall provide necessary elevator facilities on business
days from 8:00 AM to 6:00 PM and on Saturdays from 8: 00 AM to 12:00 PM
27.02 Landlord shall cause the space in the Demised Premises to be
kept clean in accordance with the standards set forth in Exhibit C attached
hereto and made a part hereof entitled "Cleaning Schedule." Landlord will
furnish cleaning services for the public areas in the said building as
hereinafter set forth.
27.03 (a) Landlord will furnish all electrical including air
conditioning and heat and will use all reasonable care to keep the same in
proper and efficient operating condition during the hours of 8:00 AM to 6:00 PM
on business days and 8:00 AM to 1:00 PM on Saturdays,
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
16
(b) Tenant agrees to cooperate fully with Landlord and to abide
by all the regulations and requirements which Landlord may reasonably prescribe
for the proper functioning and protection of said air conditioning system.
(c) In the event that repairs or alterations to the electrical
system of the Building or the Demised Premises are necessary, is determined by
the Landlord in its sole discretion, the said Tenant agrees that in such case
the Landlord shall have access to the Demised remises for such purpose. Overtime
use of electric shall be billed monthly to Tenant as Additional Rent at the rate
of $25.00 per hour for each 1,000 gross square feet occupied by the Tenant.
27.04 Subject to the provisions of Section 25.01, Landlord reserves
the right to stop service on the air conditioning, elevator, plumbing and
electric systems when necessary by reason of accident or emergency, or repairs,
alterations, replacements, or improvements, provided that except in case of
emergency, Landlord will notify Tenant in writing.
27.05
27.06 Subject at all times to the consent of the Landlord, in the
event Tenant shall employ any contractor to do in the Demised Premises work
permitted by Section 23.01 or any other provision of this Lease, such contractor
and any subcontractor shall agree to employ only such labor as will not result
in jurisdictional disputes or strikes. Landlord agrees that such contractor or
subcontractor shall have reasonable use of the Building facilities. Tenant will
inform Landlord in writing of the names of any contractor. Any such contractor
or subcontractor shall furnish Landlord with Certificates of Liability and
Workmen's Compensation Insurance, in a form satisfactory to Landlord, prior to
commencing any work in the Demised Premises or Building.
27.07 Landlord will not be required to furnish any other services,
including but not limited to window or other cleaning services except as
otherwise provided in this Article 27, and the cleaning specifications as set
forth in Exhibit C hereof.
27.08 Landlord shall manage and maintain the Building as a first class
office building. Tenant and its employees shall occupy and use the Demised
Premises in a manner befitting such building.
ARTICLE 28 - ESCALATIONS
------------------------
28.01 Escalations shall occur as hereinafter set forth.
(a) The term "real estate taxes,, shall mean all taxes and
assessments levied, assessed or imposed at any time by any governmental
authority upon or against the land and/or Building of which -he Demised Premises
form a part, and also any tax or assessment levied, assessed or imposed at any
time by any government authority in connection with the ownership, receipt of
income of rents from said land and/or building to the extent that same shall be
in lieu of all or a portion of any of the aforesaid taxes or assessments upon or
against said land and/or Building computed as if Landlord owned or operated no
property other than the land and Building of which the Demised Premises are a
part.
(b) Whereas a substitute or additional form of taxation of real
property is presently under consideration in the State of New Jersey, as
mandated or to be enacted or mandated by the Supreme Court of New Jersey and/or
the Legislature of the State of New Jersey, it is agreed that "real estate
taxes" shall also mean any additional, substituted or modifications of the
present method of assessment or taxation of real property in the State of New
Jersey and therefore any such substitution, addition or imposition of real
property taxes imposed against the Demised Premises, separately or in
conjunction with the taxes assessed by the municipality in which the land and
Building is located, shall also be deemed "real estate taxes" for the purpose of
this Agreement. In case of reduction in "real estate taxes,, which results in
payment of taxes or otherwise below the amount payable in the "Base Year", such
lesser assessments, obligation or otherwise shall not entitle tenant to a
reduction in rental.
(c) The Base Year shall be the year of 1999.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
17
(d) in the event that the "real estate taxes,, as defined herein
payable during any calendar year commencing with the calendar year immediately
following the Base Year shall exceed the amount of such "real____. The
Percentage of the excess shall be due from Tenant to Landlord, and such
additional rent shall be payable by Tenant to Landlord within thirty (30) days
after receipt of the aforesaid statement.
(e) The Percentage of increase shall be two point one (2.1%)
percent of any increase in excess of the "real estate taxes" over the Base Year.
(f) Landlord will pay all installments or real property taxes and
assessments to the real property. Tenant will pay all installments of personal
property taxes assessed against any of Tenant's personal property located in the
leased premises. "Real Estate Taxes" is defined herein, shall include such sums
to be paid by the Landlord to :he Municipality in which the land and premises
are located, plus any additional tax by the State of New Jersey or any
subdivision thereof or the Federal Government in substitution of or in addition
to the present tax on real estate by the Municipality in which the Building of
which the premised Premises are a part is located.
28.02 Operating Expenses. In the event Landlord's Building operating
costs, including facade maintenance, exterior painting, costs of services
governmental or private, utilities and insurance, during any calendar year
following the Base Year shall exceed the cost incurred by Landlord during the
Base Year, Tenant shall pay to Landlord as additional rent for such calendar
year an amount equal to the Percentage of the excess, on or before July 1st,
subsequent to the calendar year following the Base Year and on or before the
July 1st, of each calendar year hereafter. Landlord shall furnish to Tenant a
statement of the increase in cost for the preceding calendar year and the Base,
Year. If the cost or same for such preceding calendar year exceeds the cost
during the Base Year, additional rent for such preceding calendar year in an
amount equal to The Percentage of the excess shall be due from Tenant to
Landlord, and such additional rent shall be payable by Tenant to Landlord within
thirty (30) days after receipt of the aforesaid statement. The aforesaid
statement of Landlord's Operating Costs shall be deemed final and conclusive
between the parties, their successors and assigns as to all matters contained
therein if no objection is raised with respect hereto within thirty (30) days
after receipt of such statement by Tenant. Tenant shall have the right to
examine the Landlord's books and records at the offices of Landlord during
ordinary business hours during the aforesaid thirty (30)day period for the
purpose of verifying matters contained in the statement of Operating Expenses
for the preceding year. Tenant shall make written request of Landlord prior to
such inspection to e assured of the availability of the records. Any objections
must be in writing and served personally or via Certified Mail, Return Receipt
Requested. If Tenant does not make an examination of Landlord's books and
records within the aforementioned thirty (30)day period, Tenant shall further be
deemed to have irrevocably waived any and all rights to future examination. Any
objection raised by Tenant shall be specific and all items and matters not
specifically objected to shall be deemed accepted and final. In the event there
arises any dispute as to the amounts stated in the aforesaid statement of
Operating Expenses, such dispute shall be settled by arbitration pursuant to the
rules of the American Arbitration Association. However, Tenant shall continue,
without any offset, to pay all Rent and Additional Rent, including Tenant's
Share of Landlord's Operating Costs as billed by Landlord until determination of
the arbitration. In the event of a decision in favor of Tenant, Landlord shall
credit any such amount due against future rents or
_____________________________________________________________ with the Base Year
for the purpose of determining if Tenant shall pay additional rent for such
calendar year in accordance with this Article 28.
(1)
(2)
(3) The term "The Percentage" shall mean two point one (2.1%)
percent.
(4) Cleaning: For the purpose of determining the expense
allocable to cleaning during the Base Year and calendar year, the actual cost of
cleaning during said years shall be disregarded and such cost determined as
follows: The cost of cleaning during the Base Year shall be fixed at that amount
determined by multiplying the number of square feet of rentable area in the
Building by that fraction in which the numerator is the actual cost of cleaning
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
18
in said Base Year and the denominator is the number of square feet of occupied
rentable area requiring cleaning in said Base Year. The cost of cleaning in each
subsequent calendar year shall be fixed at that amount determined by that
fraction in which the numerator is the actual cost of cleaning in said year and
the denominator is the number of square feet of occupied rentable area cleaned
in said year.
28.03 The statements of the real estate taxes and increased zest's to
be furnished by Landlord as provided, shall be prepared by Landlord. The
statements thus furnished shall constitute a final determination as between
Landlord and Tenant of the real estate taxes and increased cost for the periods
represented thereby, unless Tenant within thirty (30)days after receipt of such
statement, but not thereafter, by written notice delivered to Landlord within
said thirty day period, questions the correctness of same. If such dispute is
not settled by agreement between Landlord and Tenant within thirty days after
said written notice has been served upon Landlord, the same shall be determined
by arbitration by one Arbitrator selected by the American ii-bit-ration
Association. The determination of same shall be final and binding on both
Landlord and Tenant and the expenses involved in such determination shall be
borne by the party against whom a decision is rendered.
Landlord shall keep and make statements available to Tenant, for a
period of thirty (30) days after statements are rendered as provided in this
Article 28, or if Tenant questions any item of real estate taxes or increase
cost until the dispute is settled or determined as hereinabove set forth.
28.04 Tenant's obligation to pay any and all additional rent under
this Lease, and Landlord's and Tenant's obligation to make the aforesaid
adjustments shall survive any expiration or termination of this Lease.
28.05 In no event shall the annual fixed rent under this Lease
exclusive of the additional rents under this Article be reduced except .s
otherwise specifically provided in this Lease.
28.06 Notwithstanding the foregoing, after the Base Year, if the real
estate tax and operating expenses for any calendar year exceed he expenses for
the immediately preceding calendar year, Tenant shall lay to Landlord monthly
with each installment of rent, on account of the mount due and payable by Tenant
pursuant to this Article, Tenant's share of the quotient obtained by dividing
two point one (2.1%) percent of the -------------------------------,
28.07
ARTICLE 29 -
------------
29.01 Premises are ready for occupancy, (b) the date when the Demised
Premises are ready for occupancy less the total number of days delay, if any, by
Tenant in complying with any of the provisions of Article 30 of this Lease, (c)
the date when Tenant shall take possession and occupancy of the Demised Premises
or any portion thereof.
29.02 The Demised Premises shall be deemed ready for occupancy when
the work to be done by Landlord, as provided in Article 30, shall have been
substantially completed, and provided that in the Demised Premises and in the
public areas (e.g., corridors, lavatories, etc.) upon the floor or floors in
which the Demised Premises are located all facilities such as heating, air
conditioning, elevator service in the bank or banks of elevators servicing the
floors on which the Demised Premises are located are substantially in operation.
29.03 Landlord shall, in accordance with Section 29.01, fix :he
commencement date of the term of this Lease ("commencement date") and shall
notify Tenant of the date so fixed. Unless Tenant, within ten (10) days
thereafter, disputes same by notice to Landlord, Tenant shall be deemed to have
agreed that the date so fixed is the commencement date, and the liability of
Tenant for the payment of rent hereunder shall commence on such date. Should
Tenant dispute that such date is the commencement date, the dispute shall be
submitted to arbitration in accordance with Article 31 hereof, but pending the
determination of the Arbitrators, the date fixed by Landlord as the commencement
date and the liability of Tenant for the payment of rent hereunder shall
commence on a rate subsequent to the date fixed by landlord as above set forth.
Tenant shall be entitled to credit against the rent required to be paid
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
19
hereunder, as much of any monies previously paid by Tenant as rent hereunder
adjusted to the date finally determined as the commencement date.
ARTICLE 30 - LANDLORD'S WORK; TENANT'S DRAWINGS
-----------------------------------------------
30.01 Landlord will, prior to commencement of term of Lease,
substantially do the work required of it in the Demised Premises.
30.02 Landlord's Work within the Demised Premises shall consist of the
following:
(a) Repair the existing kitchen counters;
(b) Replace kitchen and bathroom tile with Building standard tile
in Tenant's choice of color;
(c) Provide and install Building standard cove base and new
Building standard carpeting, carpeting 'to be in Tenant's choice of color;
(d) Replace all existing lenses, light bulbs and fixtures with
new (Building standard); and
(e) Repair or replace broken or discolored ceiling tiles with new
(Building standard).
ARTICLE 31 - ARBITRATION
------------------------
31.01 Arbitration shall be pursuant . to . the ten Rules of The
________
ARTICLE 32 - NAME OF BUILDING
-----------------------------
32.01 The Building shall be known as Boulevard Plaza * Associates.
Landlord at its sole discretion may change the name from time to time.
ARTICLE 33 - INVALIDITY OF ANY PROVISION
----------------------------------------
33.01 If any term, covenant, condition or provision of this Lease or
the application thereof to any circumstance or to any person, firm or
corporation shall be invalid or unenforceable to any extent the remaining terms,
covenants, conditions and provisions of this Lease the application thereof to
any circumstance or to any person, firm or corporation other than those as to
which any term, covenant condition or provision is held invalid or
unenforceable, shall not be affected thereby and each remaining term, covenant,
condition and provision of this Lease shall be valid and shall be enforceable to
the fullest extent permitted by law.
ARTICLE 34 - CAPTIONS
---------------------
34.01 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
not the intent of any provision thereof.
ARTICLE 35 - SECURITY
---------------------
35.01 Tenant has this day deposited with the Landlord the sum of Five
Thousand Twenty-three Dollars and Fifty Cents ($5,023.50) as security for the
full and faithful performance by the Tenant of all of the terms and conditions
upon the Tenant's part to be performed, which said sum shall be returned to the
Tenant without interest after the time fixed: the expiration of the term herein,
provided the Tenant has fully and faithfully carried out all of the terms,
covenants and conditions on the Tenant part to be performed. In the event of a
bona fide sale, subject to this Lease, the Landlord shall have the right to
transfer the security to the vendee for the benefit of the Tenant and the
Landlord shall be considered released by the Tenant from all liability for the
return of such security; and the Tenant agrees to look to the new Landlord
solely for the return or said security, and it is agreed that this shall apply
to every transfer or assignment made of the security to a new landlord. The
security deposit under this
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
20
Lease shall not be mortgaged, assigned or encumbered by the Tenant without the
written consent of the Landlord.
ARTICLE 36 - LIGHTING
---------------------
36.01 Landlord's obligation with respect to lighting shall be limited
to the installation of bulbs and lights at the commencement of :he Lease term.
ARTICLE 37 - PARKING
--------------------
37.01 Landlord's obligation to keep the sidewalks and parking area
free of snow and ice shall be strictly limited to reasonable activity
considering the weather, the availability of men and equipment and other factors
outside the control of the Landlord.
ARTICLE 38 -
------------
(a) That this Lease is unmodified and in full force and effect
or, if there has been any modification, that the same is in ' full force and
effect as modified and stating any such modification;
(b) Whether or not there are then existing any setoffs or
defenses against the enforcement of any of the agreements, terms, covenants, or
conditions of this Lease and any modification , thereof upon the part of Tenant
to be performed or complied with, and if so, specifying the same; and
(c) The dates to which the basic rent, percentage rent, and
additional rent, and other charges hereunder, have been paid.
ARTICLE 39 - SUCCESSORS AND ASSIGNS
-----------------------------------
39.01 The covenants, conditions and agreements contained in this Lease
shall bind and inure 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.
ARTICLE 40 - LATE CHARGES
-------------------------
40.01 If Tenant fails to pay any installment of fixed rent or
additional rent by the fifth (5th) day of each month, Tenant shall be required
to pay a late charge of eight (8) cents per month for each dollar unpaid. The
late charge is intended to compensate Landlord for additional expenses incurred
in processing such late payments and is not intended to prevent Landlord from
exercising any other available remedies against Tenant.
ARTICLE 41 - HOLDING OVER
-------------------------
In the event that Tenant shall for any reason remain in, possession of
the Premises after the expiration of the Term, such possession shall at the
option of the Landlord be on a month-to-month basis subject to the terms and
conditions of this Lease except as to duration of term and except that the Basic
Rent shall be twice that in effect at expiration of the Term. The foregoing is
not intended to afford to Tenant the right to remain in possession of the
Premises after expiration of the Term without Landlord's prior written consent.
ARTICLE 42 - SQUARE FOOTAGE
---------------------------
Tenant acknowledges that no representations have been made by the
Owner as to the amount of square footage in the Demised Premises, irrespective
of any reference in this Lease to square footage for any computation. The Tenant
has inspected the Demised Premises and relies upon its own judgment in computing
the square footage.
ARTICLE 43 - BROKERS
--------------------
Each party represents to the other it knows of no broker other than
XXXXX & XXXXX COMPANY who introduced the parties to this transaction. In the
event of a claim by any broker or person for commissions arising out of a
misrepresentation by one of the parties hereto,
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
21
that party shall ______________hold the other harmless from that claim, such
indemnity and _____________________________
IN WITNESS WHEREOF, executed this Lease as of the day and year first above
written.
WITNESS OR ATTEST:
/s/ Xxxxxx Xxxxxx
___________________________________
BOULEVARD PLAZA ASSOCIATES, L.P.
BY XXXXXX XXXXXX, GENERAL PARTNER
/s/ Xxxxx X. Xxxxxx
___________________________________
XXXXXX INVESTMENTS, LLC d/b/a SUCCESS,
INC. By XXXXX X. XXXXXX, PRESIDENT
DATE:
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
22
EXHIBIT "B"
1. The sidewalks, and public portions of the Building such as
entrances, passages, courts, elevators, vestibules, stairways, corridors or
halls shall not be obstructed or encumbered by any Tenant or used for any
purpose other than ingress and egress to and from the Demised Premises.
2. No awnings or other projections shall be attached to the outside
halls of the Building. No curtains, blinds, shades, or screens shall be attached
to or hung in, or used in connection with, any window or doors of the Demised
Premises, without the prior written consent of Landlord, unless installed by
Landlord.
3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside of the Demised Premises or Building without the prior written consent of
Landlord. In the event of the violation of the foregoing by any tenant, Landlord
may remove same without any liability, and may charge the expense incurred by
such removal to the tenant or tenants violating this rule. Interior signs on
doors shall be inscribed, painted or affixed for each tenant my Landlord at the
expense of such tenant, and shall be of a size, color and style acceptable to
tenant.
4. The sashes, sash doors, skylights, windows, heating, ventilating
and air conditioning vents and doors that reflect or admit light and air into
the halls, passageway or other public place in the Building shall not be covered
or obstructed by any tenant, nor shall any bottles, parcels, or other articles
be placed on the windowsills.
5. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the public halls,
corridors or vestibules without the prior written consent of Landlord,
6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed and no
sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant
who or whose servants, employees, agents, visitors or licensees shall have
caused same.
7. No tenant shall in any ,way deface. any part of the Demised
Premises or the Building of which they form a part. No tenant shall lay linoleum
or other similar floor covering so that the same shall come in direct contact
with the floor of the Demised Premises, and, if linoleum or other similar floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor by a paste or other material soluble in water, the
use of cement or other similar adhesive material being expressly prohibited.
8. No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the premises, and no cooking shall be done or
9. No space in the Building shall be used for manufacturing, for the
storage of merchandise or for the sale of merchandise, goods or property of any
kind at auction.
10. No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of the Building,
neighboring buildings or premises or those having business with them whether by
the use of any musical instrument, radio, talking machine, unmusical noise,
whistling, singing, or in any other way. No tenant shall throw anything out of
the doors, windows or skylights or down passageways.
11. No tenant, nor any of the tenant's servants, employees, agents,
wiz or licensees, shall at any time bring or keep upon the Demised Premises any
inflammable, combustible or explosive fluid, or chemical substance, other than
reasonable amounts of cleaning fluids and solvents required in the normal
operation of Tenant's business offices.
12. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanism thereof unless a duplicate key is delivered to Landlord.
Each tenant must, upon the termination of tenancy, restore to the Landlord all
keys of stores, offices and to rooms, either
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
23
furnished to, or otherwise procured by, such tenant and in the event of the loss
of any keys so furnished, such tenant pay to Landlord the cost thereof.
13. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
from the Building all freight which violates these Rules and Regulations or the
Lease of which these Rules and Regulations are a part.
14. No tenant shall occupy or permit any portion of the premises
demised to it to be occupied as an office for a public stenographer or typist or
for the possession, storage, manufacture, or sale of liquor, ,narcotics, dope,
tobacco in any form, or as a xxxxxx or manicure, shop or as a public employment
bureau. No tenant shall engage or pay any employees on the Demised Premises,
except those actually working for such tenant on said premises, nor advertise
for laborers giving an address at said premises.
15. No tenant shall purchase or contract waxing, rug shampooing,
venetian blind washing, interior glass washing, furniture polishing, lamp
servicing, cleaning of electric fixtures, removal of waste paper, rubbish and
garbage, or towel service in the Demised Premises except from contractors,
companies or persons approved by Landlord.
16. Landlord shall have the right to prohibit any advertising by any
in Landlord's opinion, tends to impair the reputation of the Building or its
desirability as a building for offices, and upon written notice from Landlord,
tenants shall refrain from or discontinue such advertising.
17. The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
18.
19.
20. There shall not be used in any space, or in the public halls of
any building either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand\trucks, except those equipped with rubber tires
and side guards.
21. Tenant shall cooperate with Landlord in obtaining maximum
effectiveness of the cooling system by lowering and/or closing Venetian or
vertical blinds or drapes when sun's rays fall directly on windows of Demised
Premises.
When the above rules conflict with any of the rights or privileges
which Tenant may have been given pursuant to the provisions of the Articles of
the Lease, such provisions shall govern.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
24
EXHIBIT "C"
CLEANING SERVICES
Five (5) nights per week; janitorial service to include:
- Emptying of all waste receptacles
- Emptying and cleaning of all ashtrays
- Sweeping or vacuuming all floors
- Cleaning of windows (interior and exterior) periodically,
weather permitting 20.
COMMERCIAL USE ONLY - NO LIVING ALLOWED
---------------------------------------
