EXHIBIT 10.C
COMMERCIAL LEASE
This lease dated: February 7, 2002
Between: IBIS GROUP hereinafter referred to as the
Landlord.
and: MULTI SOFT, INC., incorporated in the State of
New Jersey and hereinafter
referred to as the Tenant.
0000 XX Xxxxxxx 0
Xxxxxxxx Xxxxxxxx, XX 00000
WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows,
situated in the: Township of Xxxxxxxx
county of: Xxxxxx
and state of: New Jersey
Demised Premises: IBIS Plaza, 0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
The term certain of this
demise shall be for: Two (2) years
beginning: February 15, 2002
and ending: February 14, 2004
Security: $6,000.00
The Base Rental for the
demised term shall be payable
monthly in advance on the
first day of each calendar
month for the term hereof,
in installments without
demand as follows: Monthly $2,000.00 for first year of the term and
monthly $2,125 for the second year of the term
First monthly payment due: Upon execution of lease
All correspondence and rent
payments shall be sent to
the Landlord as follows: IBIS Group
c/o Xxxxxx Xxxxxx & Associates
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Parking Spaces: Five (5)
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
ARTICLE I: QUIET ENJOYMENT
Landlord covenants that Tenant, on paying the rent and additional rents, and
performing the covenants and conditions in this Lease contained, shall and may
peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid.
ARTICLE II: USE OF DEMISED PREMISES
Tenant covenants and agrees to use the demised premises for office use only.
ARTICLE III: SERVICE CHARGES
The time for the payment of the rent and additional rent is extremely important
and will be strictly enforced (timely payment of rent is of the essence of this
agreement). In the event rent is not received by Landlord by the fifth (5th) day
of any month, the tenant shall pay a service charge of five percent (5%) of the
monthly payment for the first five (5) days which elapse between the day said
rent is due and two percent (2%) for each additional five (5) days which elapse
until rent is actually received by Landlord.
In the event any rent check is returned unpaid for insufficient funds or for any
other reason, Tenant will pay a bad check charge of one hundred dollars
($100.00); thereafter, Landlord shall have the right to require all subsequent
rent payments to be made by certified funds.
ARTICLE IV: ADDITIONAL RENT
Tenant shall be solely responsible for the payment of Tenant's janitorial
services. Landlord shall be responsible for base operating expense, utilities
and major repairs (i.e., compressor breaks) providing such repairs are not due
to the negligence of the Tenant. Tenant shall also be responsible for
replacement of light bulbs and broken windows in the demised premises. Tenant
will, at all times keep sufficient heat in the demised premises, to prevent the
pipes from freezing. Landlord is responsible for providing working lights with
recent light bulbs.
In the event that Landlord subsequently consents to a sublease or assignment,
twenty-five percent (25%) of any gross profit on subleasing of space or
assignment of this lease or any portion of the demised premises, if allowed by
Landlord will go to Tenant. "Gross Profit" is hereby defined as the difference
between the Base Rental due to Landlord and the rental due to Tenant herein by
its subtenant or assignee (based upon square footage).
Any deficiency in security deposit, service charges, bad check charges and any
expenses that Landlord pays on behalf of Tenant are the responsibility of
Tenant.
ARTICLE V: WINDOW TREATMENT
Not applicable.
ARTICLE VI: DELAY IN DELIVERY OF POSSESSION
If Landlord cannot deliver possession to Tenant on the date that this lease is
to commence, Landlord shall not be liable to Tenant for such failure.
ARTICLE VII: LAWFUL USES
No nuisance will be permitted on or about the demised premises; nothing shall be
done upon or about the demised premises which shall be unlawful, improper, noisy
or offensive, or contrary to any law, ordinance, regulation or requirement of
any public authority or insurance inspection or rating bureau or similar
organization having jurisdiction, or which may be injurious to or adversely
affect the quality or tone of the demised premises. Tenant will procure all
licenses and permits which may be required for any use made of the demised
premises, or before making any alterations, additions or improvements (provided
Tenant has first secured the written approval of Landlord) which require
municipal approval, and any required minor site plan modifications, variances
and the like, all at Tenant's sole cost and expense. Landlord will not
unreasonably withhold its consent to such applications.
ARTICLE VIII: CONDITION OF DEMISED PREMISES
Landlord makes no representation as to the condition of the demised premises;
Tenant has had the opportunity to examine the demised premises in order to
satisfy itself as to the condition thereof and the fitness of the demised
premises for Tenant's use.
ARTICLE IX: REPAIRS
Landlord agrees that it will, during the term of this lease or any extension
hereof, make all repairs to the demised premises which may be necessary to
maintain the same in good repair and condition or which may be required by any
present or future laws, ordinances, regulations or requirements of any public
authorities having jurisdiction, and will yield up the demised premises in broom
clean and good repair and condition. Tenant will not be liable for normal wear
and tear. Landlord will be responsible for HVAC units, roof, structural and
exterior repairs except for broken windows and damage caused by Tenant's
negligence which is the responsibility of Tenant.
ARTICLE X: LIENS
In the event that any mechanic's lien is filed against the demised premises as a
result of any work performed at the demised premises by Tenant, Tenant shall
cause the same to be removed of record within fifteen (15) days. Landlord at its
option after thirty (30) days notice to Tenant may terminate this lease and may
pay the said lien, without inquiring into the validity thereof, and Tenant shall
forthwith reimburse Landlord the total expense incurred by Landlord in
discharging the said lien, as additional rent hereunder.
ARTICLE XI: NON-LIABILITY OF LANDLORD
Landlord shall not be responsible for the loss of or damage to property, or
injury to persons, occurring in or about the demised premises, by reason of any
existing or future condition, defect, matter or thing in said demised premises
or the property of which the demised premises are a part, or for the act,
omissions or negligence of other persons or tenants in and about the said
property. Tenant agrees to indemnify and save Landlord harmless from all claims
and liability for losses or damage to property, or injuries to persons occurring
in or about the demised premises.
ARTICLE XII: INSPECTION
Landlord, or its agents, shall have the right to enter the demised premises at
reasonable hours in the day or night to examine the same with advance notice or
to exhibit the same to prospective or tenants and put upon the demised premises
a suitable "For Lease" sign. During the demised term, Landlord, or its agents,
may similarly exhibit the demised premises to prospective tenants.
ARTICLE XIII: HOLD HARMLESS AND INSURANCE
A. Tenant agrees to save Landlord harmless from, and indemnify Landlord
against, to the extent permitted by law, any and all injury, loss or damage
and any and all claims for injury, loss or damage of whatever nature (i)
caused by or resulting from any act, omission or negligence of the Tenant
or anyone claiming under the Tenant (including but without limitation,
subtenants and concessionaires of Tenant and employees and contractors of
the Tenant or its subtenants or concessionaires), no matter where
occurring, or (ii) occurring upon or about the demised premises, no matter
how caused. This indemnity and hold harmless agreement shall include
indemnity against all costs, expenses and liabilities incurred in
connection with any such injury, loss or damage or any such claim, or any
proceeding brought thereon or the defense thereof, including attorney's
fees. If Tenant or anyone claiming under Tenant, or the whole or any part
of the property of Tenant or any claiming under Tenant shall be injured,
lost or suffer damages by theft, fire, water, steam or in any other way or
manner, whether similar or dissimilar to the foregoing, no part of said
injury, loss or damage is to be borne by Landlord or its agents unless the
same shall be caused by or result from the fault or negligence of Landlord
or its agents. Tenant agrees that Landlord shall not be liable to Tenant or
anyone claiming under Tenant, for any injury, loss or damage that may be
caused by or result from the fault or negligence of any persons or entities
occupying adjoining premises or any other part of the building.
B. Tenant will at Tenant's sole cost and expense maintain general
comprehensive public liability insurance with respect to the demised
premises and it appurtenances, both naming the Landlord and any mortgagee
requested by the Landlord to be included as an additional insured. Tenant
will provide Landlord with a Certificate of Insurance. Liability insurance
shall be in amounts not less than one million dollars ($1,000,000.00) with
respect to injuries to any one person and not less than one million dollars
($1,000,000.00) with respect to injuries suffered in any one accident, and
not less than fifty thousand dollars ($50,000.00) with respect to property.
Tenant agrees to replace at Tenant's expense any and all glass which may
become broken in and on the demised premises. Plate glass and mirrors, if
any, shall be insured by Tenant at their full insurable value in a company
satisfactory to Landlord. Said policy shall be the full premium type, and
shall be deposited with the Landlord or its agent. Tenant shall deliver to
Landlord copies of the said policies and proof of payment of premiums (if
requested).
ARTICLE XIV: NON-RECORDING
This lease shall not be recorded with the County Clerk's office, and any attempt
to do so shall give Landlord the option to terminate the same.
ARTICLE XV: NON-COMPETITION
If Landlord subsequent to the execution of this Lease permits subleasing or
assignment, then Tenant shall not sublease nor assign any portion of the demised
premises to any person or entity which competes with another tenant's business
without the written consent of Landlord.
ARTICLE XVI: LANDLORD TO RECEIVE COPIES OF LEASES, ETC.
If Landlord subsequent to the execution of this Lease permits subleasing or
assignment, then Tenant shall supply to Landlord a true copy of every lease,
sublease, or assignment relating to the demised premises within five (5) days of
executing the same.
ARTICLE XVII: COMMISSIONS TO BROKER
The Broker representing Tenant and Landlord is Xxxxxxxx Associates, Inc. and no
commission is due to any other broker. Landlord is responsible for the
commission.
ARTICLE XVIII: CONDEMNATION
A. If after the execution of this lease and prior to the expiration of the
term of this lease, the whole of the demised premises shall be taken under
the power of eminent domain, then the term of the lease shall cease as of
the time when Landlord shall be divested of its title in the demised
premises, and base rental, additional rent, and all other charges shall be
apportioned as of the time of termination.
B. If only a part of the demised premises shall be taken under the power of
eminent domain, and if as a result thereof, the + area of the demised
premises shall be reduced by more than twenty-five percent (25%), either
party may at its election, terminate the term of this lease by giving the
other written notice of the exercise of its election within twenty (20)
days after it shall receive notice of such taking, and the termination
shall be effective as of the time that possession of the part so taken
shall be required for public use, and base rent, additional rent and all
other charges shall be apportioned as of the time of termination. If only a
part of the demised premises shall be taken under the power of eminent
domain and if the term of this lease shall not be terminated as aforesaid,
then Landlord shall, within a reasonable time after possession is required
for public use, repair and rebuild what may remain of the demised premises
so as to put the same into condition for use and occupancy by Tenant, and a
just apportionment of the base rental, and additional rent, according to
the nature and extent of the injury to the demised premises shall be
calculated.
C. Landlord reserves to itself, and tenant hereby assigns to Landlord, all
rights to damages and other compensation and awards accruing on account of
any taking under the power of eminent domain or by reason of any act public
and quasi-public authority for which damages are payable. Tenant agrees to
execute such instruments of assignment as may be reasonably required by
Landlord in any proceeding for the recovery of such damages if requested by
Landlord, and to turn over to Landlord any damages that may be recovered in
such proceedings. It is agreed and understood, however, that Landlord does
not reserve to itself and Tenant does not assign to Landlord, any damages
payable for movable trade fixtures installed by Tenant at its own cost and
expense.
ARTICLE XIX: RIGHT OF RE-ENTRY
A. 1. If Tenant shall default in the payment of rent for fifteen (15) days
after the rent is due, or
2. If Tenant shall default in the performance or observance of any other
agreement or condition on its part to be performed or observed and
said default continues for fifteen (15) days after written notice of
default from Landlord, or
3. If the leasehold hereby created shall be levied upon, executed upon,
taken by attachment, or other process of law, or
4. If Tenant or the guarantor of this agreement shall make an assignment
for the benefit of creditors, or
5. If Tenant or the Guarantor shall be declared bankrupt or insolvent, or
6. If any bankruptcy or insolvency proceeding shall be commenced by or
against the Tenant or guarantor, and shall not be vacated within
thirty (30) days, or
7. If a receiver, trustee, or assignee for the benefit of creditors shall
be appointed for the whole or any substantial part of the Tenant's or
guarantor's property, or
8. If Tenant shall fail to move in and take possession of the demised
premises within thirty (30) days of the commencement of this lease
term, or
9. If the demised premises shall become vacant or deserted for more than
fifteen (15) days, then and in any one or more of such events,
Landlord may cancel this lease by written notice to the Tenant and the
term will terminate on a date to be specified therein, which shall not
be less than ten (10) days after the giving of the notice, and upon
the date so specified, this lease and the term shall terminate and
come to an end as fully and completely as if such date were the day
herein definitely fixed for the end and expiration of this lease and
the term, and Tenant shall then quit and surrender the demised
premises to Landlord, and Landlord shall have the right to re-enter
and take possession, but Tenant and guarantor shall remain liable for
all rent and additional rent to the maximum extent permitted by law.
Tenant agrees that in the event that Landlord exercises such right of
re-entry, then, in addition to any other rights, Landlord may receive
the rents due from any sub-tenants and assignees.
ARTICLE XX: DESTRUCTION OF PREMISES
In the event of the destruction of the demised premises or the building
containing the said premises by fire, explosion, the elements or otherwise
during the term hereby created, or any option period, or such partial
destruction thereof as to render the demised premises wholly untenantable or
unfit for occupancy, or should the demised premises be so badly injured that the
same cannot be repaired within thirty (30) days from the happening of such
injury, then and in such case the term hereby created shall, at the option of
Landlord, cease and become null and void from the date of such damage or
destruction, and Tenant shall immediately surrender said demised premises and
all Tenant's interest therein to Landlord, and shall pay rent only to the time
of such destruction, in which event Landlord may re-enter and repossess the
demised premises thus discharged from this lease and may remove all parties
therefrom. Should the demised premises be rendered untenantable and unfit for
occupancy, but yet be repairable within thirty (30) days from the happening of
said injury, the Landlord may enter and repair the same with reasonable speed,
and the rent shall not accrue after said injury or while repairs are being made,
but shall recommence immediately after said repairs shall be completed. But if
the demised premises shall be so slightly injured as not to be rendered
untenantable and unfit for occupancy, then Landlord agrees to repair the same
with reasonable promptness and in that case, the rent accrued and accruing shall
not cease or determine. Tenant shall immediately notify the Landlord in case of
fire or other damage to the demised premises.
ARTICLE XXI: SUBORDINATION
This lease is subject and is hereby subordinated to all present and future
mortgages, deeds of trust and other encumbrances affecting the demised premises
or the property of which said demised premises are a part. Tenant agrees to
execute, at no expense to Landlord, any instrument which may be deemed necessary
or desirable by Landlord to further effect the subordination of this lease to
any such mortgage, deed of trust or encumbrance.
ARTICLE XXII: SECURITY
Tenant shall at all times maintain on deposit with Landlord a sum of six
thousand and 00/100 dollars ($6,000.00), as Security for the full and faithful
performance by Tenant of all the terms, covenants and conditions of this lease
upon Tenant's part to be performed, which said sum shall be returned within
thirty (30) days to Tenant after the time fixed as the expiration of the term
herein, provided Tenant has fully and faithfully carried out all of said terms,
covenants and conditions on Tenant's part to be performed. In the event of a
bona fide sale, subject to this lease, Landlord shall have the right to transfer
the Security to the vendee for the benefit of Tenant and Landlord shall be
considered released by Tenant from all liability for the return of such
Security; and Tenant agrees to look to the new landlord solely for the return of
the 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 deposited under
this lease shall not be mortgaged, assigned or encumbered by Tenant without the
written consent of Landlord. Security shall be due and payable upon execution of
this lease by Tenant.
ARTICLE XXIII: EFFECTIVENESS OF LEASE
No rights are to be conferred upon Tenant until this lease has been signed by
Landlord, and an executed copy of the lease has been delivered to Tenant.
ARTICLE XXIV: NON-WAIVER OF RIGHTS
The failure of either party to this lease to insist upon strict performance of
any portion of this lease shall not be deemed to be a waiver of any rights or
remedies either party may have.
ARTICLE XXV: SUITS AND ATTORNEY FEES
Tenant shall pay all cost of proceedings by Landlord for the recovery of rents
or additional rents or for the recovery of possession of the demised premises or
for the enforcement of any of the terms and conditions of this lease, including
reasonable attorney fees. Reasonable attorney fees are hereby agreed to be five
hundred dollars ($500.00) per court appearance for any tenancy dispossess
action; thirty-three and one-third percent (33 1/3%) of amount due for any
breach of contract action.
ARTICLE XXVI: CAPTIONS
The captions are inserted only for reference. They in no way define, or limit
the scope nor the intent of any provisions of this lease.
ARTICLE XXVII: ILLEGAL PROVISION
Should any provision of this lease be found to be void or contrary to public
policy, then such provision shall be deemed deleted from the lease. Such
deletion shall not affect the validity of the remaining provisions of this lease
which shall remain in full force and effect.
ARTICLE XXVIII: REMEDIES
In case of any default, re-entry, termination, expiration and/or dispossess by
summary proceeding or otherwise (1) rent shall be due and paid up to the time of
such re-entry, dispossess, or termination; (2) Landlord may, but shall not be
obligated to relet the demised premises or any part thereof, either in
Landlord's name or Tenant's name, for such term which may be less than the
balance of the term of the lease then in effect, may grant concessions; and (3)
Tenant shall remain liable at the option of Landlord for each month of the
period which would otherwise have constituted the balance of the term. The
foregoing rights and remedies are not intended to be exclusive but as additional
to all rights and remedies Landlord would otherwise have by law.
ARTICLE XXIV: CONSTRUCTION
Although this lease is prepared by the attorney for Landlord, it has been
reviewed and approved by the attorney for Tenant. In the event any provision is
found to be ambiguous, said ambiguity shall not be construed against Landlord or
Tenant.
ARTICLE XXX: WRITTEN LEASE
This lease consisting of eight (8) pages, may not be changed orally. The parties
have made no other promises except those contained in this lease.
ARTICLE XXXI: ADDITIONAL PROMISES OR REPRESENTATIONS OF LANDLORD
Landlord makes no additional promises or representations.
ARTICLE XXXII: INCREASE OVER THE BASE YEAR
Not applicable.
ARTICLE XXXIII: UTILITIES
Landlord will furnish heating, ventilating and air conditioning to the demised
premises. Tenant will have its own controls in the demised premises and will
maintain the temperatures within the demised premises at normal working
condition temperatures during business hours. Tenant will adjust the temperature
settings to reduce utility consumption when the demised premises are to be
unoccupied for any length of time.
ARTICLE XXXIV: OPTION TO RENEW
Provided Tenant is not in default under any conditions of this Lease, Tenant
shall be provided one (1) one (1) year renewal option at a rental rate of
$18.00/S.F. including utilities ($2,250.00 monthly) for the demised premises.
Tenant must provide Landlord with written notice of its intent to renew no later
than ninety (90) days prior to the expiration of the original term. No
additional Security will be required.
ARTICLE XXXV: ORIGINAL CONDITION
Upon vacating space, Tenant will restore the demised premises to its original
state, including removing Tenant's fixtures considering normal wear and tear. If
Tenant does not remove same, then Landlord will have the right to do so and
charge Tenant.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the
day and year first above written.
/s/ Xxxxxxxxxxx Xxxxxxx
--------------------------------
Xx. Xxxxxxxxxxx Xxxxxxx
Manager/Owner
IBIS GROUP
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xx. Xxxxxxx Xxxxxxxx
Chief Executive Officer
MULTI SOFT, INC.
