EXHIBIT 10.27
L E A S E A G R E E M E N T
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BY AND BETWEEN:
XXXXXXX X. XXXXX, TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1, 1975,
as "Landlord"
-and-
BLP GROUP COMPANIES,
a Delaware corporation,
as "Tenant"
PREMISES: 000 Xxx Xxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx
DATED: December 1, 1997
PREPARED BY: XXXXXX X. XXXXX, ESQ.
TABLE OF CONTENTS
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1. LEASED PREMISES.................................................. 5
2. TERM OF LEASE.................................................... 6
3. RENT............................................................. 7
4. USE.............................................................. 8
5. REPAIRS AND MAINTENANCE.......................................... 8
6. UTILITIES AND SERVICE............................................ 8
7. INSURANCE........................................................ 10
8. LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION........................ 10
9. FIXTURES......................................................... 11
10. GLASS............................................................ 11
11. ASSIGNMENT AND SUBLETTING........................................ 11
12. FIRE............................................................. 12
13. COMPLIANCE WITH LOCAL RULES AND REGULATIONS...................... 12
14. DEFAULT BY TENANT................................................ 13
15. LIABILITY OF TENANT FOR DEFICIENCY............................... 16
16. NOTICES.......................................................... 16
17. NON-WAIVER....................................................... 16
18. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS............. 16
19. NON-LIABILITY OF LANDLORD........................................ 17
20. CONDEMNATION..................................................... 17
21. INCREASE OF INSURANCE RATES...................................... 18
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22. TENANT'S FIRE INSURANCE......................................... 18
23. WAIVER OF SUBROGATION RIGHTS.................................... 18
24. REPAIR OF DAMAGES............................................... 18
25. MORTGAGE PRIORITY............................................... 18
26. OPERATING COST AND TAX ESCALATIONS.............................. 19
27. QUIET ENJOYMENT................................................. 22
28. SIGNS........................................................... 23
29. LEASE CONSTRUCTION.............................................. 23
30. BINDING EFFECT.................................................. 23
31. DEFINITIONS..................................................... 23
32. PARAGRAPH HEADING............................................... 23
33. ENTIRE AGREEMENT................................................ 23
34. BROKERAGE....................................................... 23
35. STATEMENT OF ACCEPTANCE......................................... 24
36. DEFINITION OF TERM OF "LANDLORD"................................ 24
37. FORCE MAJEURE................................................... 24
38. SURVIVAL OF OBLIGATION.......................................... 24
39. SURRENDER OF LEASED PREMISES.................................... 25
40. SECURITY........................................................ 25
41. LOSS OF OPTION RIGHTS........................................... 26
42. INDEMNITY....................................................... 26
43. INTENTIONALLY OMITTED........................................... 27
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44. INSPECTION BY LANDLORD........................................ 27
45. LIMIT OF LANDLORD'S LIABILITY................................. 27
46. EXECUTION AND DELIVERY........................................ 27
47. OPTION TO RENEW............................................... 27
LIST OF SCHEDULES
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Schedule "A" Metes and Bounds Description
Schedule "B" Tenant's Plan
Schedule "C" Janitorial Schedule
Schedule "D" Building Services
Schedule "E" Holiday Schedule
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THIS LEASE AGREEMENT, made this 1st day of December, 1997, between XXXXXXX
X. XXXXX, TRUSTEE UNDER TRUST INDENTURE DATED NOVEMBER 1, 1975, having an office
at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx (hereinafter called the
"Landlord"); and BLP GROUP COMPANIES, a Delaware corporation, about to have an
office at 000 Xxx Xxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx (hereinafter called
the "Tenant").
W I T N E S S E T H :
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WHEREAS, the Landlord owns certain lands and premises in the Township of
Piscataway, County of Middlesex and State of New Jersey, (hereinafter referred
to as the "Property") which said lands and premises are commonly known as 000
Xxx Xxx Xxxxxxxxx Xxxx and are particularly described on Schedule "A" annexed
hereto and made a part hereof; and
WHEREAS, the Landlord has erected an office building containing
approximately 55,625 square feet on the Property of which the Tenant shall
occupy a portion of the second (2nd) floor containing 8,790 square feet of
office space (which space shall (hereinafter be referred to as the "Leased
Premises"), all in accordance with the terms and conditions hereinafter
mentioned and the considerations herein expressed.
NOW, THEREFORE, in consideration of the covenants and conditions
hereinafter set forth and for other good and valuable considerations, the
Landlord does demise, lease and let unto the Tenant, and the Tenant does rent
and take from the Landlord the Leased Premises, and the Landlord and Tenant
mutually covenant and agree as follows:
1. LEASED PREMISES
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1.1 The Leased Premises consist of a portion of the second (2nd)
floor of the Building containing approximately 8,790 square feet of office
space, based on outside dimensions to center line of common wall, together with
a factor for common area space as hereinafter referred to in Article 1.2. For
the purposes of this Lease, the Leased Premises shall constitute 16% of the
total rentable area of the Building (hereinafter referred to as "Tenant's
Percentage"), which Tenant's Percentage shall be applicable to all of Tenant's
pro rata costs to be paid as additional rent as hereinafter in this Lease
provided. Tenant's Percentage shall be revised in the event of any increase or
decrease in the total rentable area of the Building effective as of the date of
any such change.
1.2 The Leased Premises also includes the right, in common with other
tenants of the Building, to use the common entranceways, foyers, lavatories,
stairways and parking areas. The Landlord covenants and agrees with Tenant that
it will provide forty four (44) striped but unmarked parking spaces for Tenant's
vehicles, to be used by Tenant's employees, agents or invitees, on a non-
exclusive basis with the other tenants of the Building.
1.3 The Landlord shall deliver the Leased Premises, and the Tenant
shall accept the same in an "as is" condition, except that (a) Landlord shall
deliver all mechanical systems located therein in good working order and
operating condition and (b) Landlord shall
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perform such work as shall be set forth on a plan to be prepared by Tenant (the
"Plan"), which Plan shall be mutually approved by Landlord and Tenant hereunder
and attached to the lease as Schedule "B". The Plan shall be finalized by
Landlord and Tenant within two (2) weeks following the date of execution hereof.
Notwithstanding the above, Landlord agrees that it shall first complete such
work as is set forth on the schedule of work annexed hereto and made a part
hereof as Schedule "B-1", promptly following execution of the within Lease
Agreement. Landlord shall then obtain a continuing use certificate of occupancy
so as to permit the use and occupancy of the Leased Premises by the Tenant.
Landlord hereby agrees to use its best efforts to obtain such continuing use
certificate of occupancy and to deliver the Leased Premises to the Tenant on or
about December 12, 1997. Thereafter, Landlord shall obtain a building permit for
the balance of the work set forth on the Plan and shall diligently prosecute the
completion of such work. All of such work shall be performed in a good and
workmanlike manner and in accordance with all applicable building codes, rules
and regulations. Landlord shall complete such work as soon as is reasonably
possible following the issuance of a building permit therefor.
1.4 The Tenant shall obtain Landlord's prior written approval of any
proposed installation by Tenant of blinds, curtains or drapes to insure that the
proposed installation meets the general decor of the Building, as established in
the sole discretion of the Landlord.
1.5 The Landlord reserves the right to adopt and promulgate from time
to time, reasonable rules and regulations (and to amend and supplement the same)
applicable to the use and occupancy of the Property. Notice of such rules,
regulations and amendments and supplements thereto, if any, shall be given to
the Tenant, in writing, and shall be applicable to all tenants of the Property.
Such rules and regulations shall not deny to Tenant access to the Leased
Premises in excess of the regular work week hours defined in Article 6.1
hereinafter set forth.
2. TERM OF LEASE
-------------
2.1 The Landlord leases unto the Tenant, and the Tenant hires the
Leased Premises for the term of five (5) years to commence on the lst day of
January, 1998, subject to the provisions of Article 2.2 hereof.
2.2 In the event the Leased Premises are delivered to the Tenant,
together with a continuing use certificate of occupancy, as hereinabove set
forth in Article 1.3, after January 1, 1998, the Lease term of five (5) years
shall commence on the first day of the next succeeding month following delivery
of possession to the Tenant (the "Commencement Date") and shall continue for a
term of five (5) years thereafter. The Tenant shall, however, Pay to the
Landlord a sun equal to the pro rata share of one (1) month's Base Rent for that
portion of the month prior to the Commencement Date. During said period of
partial monthly occupancy, if any, all other terms and conditions of this Lease,
including the obligation to pay additional rent, shall be applicable to the
occupancy of the Leased Premises by the Tenant. Notwithstanding the above, the
Tenant shall not be responsible for the payment of any Base Rent applicable to
the period prior to January 1, 1998.
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3. RENT
----
3.1 The Tenant shall pay the rent (hereinafter referred to as the
"Base Rent") for the entire term in the sum of ONE HUNDRED FORTY TWO THOUSAND
EIGHT HUNDRED THIRTY SEVEN AND 50/100 ($142,837.50) DOLLARS per annum, without
demand and without offset or deduction, payable in equal installments in advance
in the sum of ELEVEN THOUSAND NINE HUNDRED THREE AND 13/100 ($11,903.13) DOLLARS
per month, on the first day of each and every month during the term of this
Lease, together with such additional rent or charges required to be paid by the
Tenant as hereinafter provided.
3.2 Any installment of Base Rent or additional rent accruing
hereunder, and any other sum payable hereunder by Tenant to Landlord which is
not paid prior to the fifth (5th) business day of any Lease month, shall bear a
late charge of ten (10%) per cent of such Base Rent or additional rent, to be
paid therewith, and the failure to pay such charge shall be a default. Such late
charge shall be deemed to be additional rent hereunder. It is expressly
understood and agreed that the foregoing late charge is not a penalty, but
agreed upon compensation to the Landlord for administrative costs incurred by
Landlord in connection with any such late payment. Notwithstanding the above,
the aforementioned late charge shall not be imposed in connection with the first
episode of late payment occurring the during the term of this Lease, provided
that said late payment is nonetheless made by the tenth (10th) day of the month
in which it is due. In addition, any payment of Base Rent or additional rent,
which is not paid within thirty (30) days of the date upon which it is due shall
require the payment of interest at the rate of one and one-half (1 1/2%) percent
per month, calculated from the date that such payment was due through the date
that any such payment is actually made.
3.3 If the term of this Lease shall begin on a day other than the
first day of a calendar month, the Base Rent for such partial month and other
additional rent payments required of Tenant hereunder shall be prorated and
shall be paid by Tenant to Landlord on the Commencement Date.
3.4 Tenant covenants and agrees that in the event of any material
dispute with respect to the within Lease, its obligation to pay the rent shall
continue without abatement notwithstanding any such dispute, and the Tenant
agrees that it shall seek such remedies as the law may allow by way of plenary
proceedings with respect to such issues in dispute.
3.5 Receipt and acceptance by Landlord of any Base Rent, additional
rent and any other charge with knowledge of Tenant's default in any covenant or
condition of this Lease shall not be deemed a waiver of such default.
3.6 The word "rent" as used herein shall mean the Base Rent and all
additional rent and other Lease charges payable by Tenant pursuant to the terms
of this Lease.
3.7 Simultaneously with the execution hereof, the Tenant has
delivered to the Landlord the first monthly installment of Base Rent payable
hereunder, together with the security deposit referred to herein.
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4. USE
---
4.1 The Tenant covenants and agrees to use and occupy the Leased
Premises for general and executive office purposes only, subject to all
applicable laws, ordinances, rules and regulations of any governmental boards or
bodies having jurisdiction thereof.
4.2 The Tenant covenants and agrees that it will not use the Leased
Premises for any use which creates an extra hazard of fire or other danger or
casualty, or which will increase the rate which Landlord or other tenants must
pay to secure fire or liability insurance or which will render the Building or
its improvements uninsurable.
5. REPAIRS AND MAINTENANCE
-----------------------
5.1 During the term of this Lease, the Landlord shall keep in good
order, safe condition and repair, the structural parts of the Building including
the walls, roof, floor, foundation load bearing members, trusses and joists, as
well as all plumbing, utilities and facilities serving the Leased Premises,
except for repairs or maintenance occasioned by the negligence or deliberate act
of Tenant, or its agents, servants, employees and invitees which shall be then
repaired at the sole cost and expense of the Tenant.
5.2 The Landlord shall take good care of and maintain and repair the
lawns, shrubbery, driveway, sidewalks, curbs and parking area on the Property,
and the Landlord shall provide snow removal.
5.3 Tenant covenants and agrees that it shall not cause or permit any
waste or damage to the Leased Premises, or any overloading of the floors of the
Building. Tenant shall, at the expiration of the Lease term, deliver up the
Leased Premises in good order and condition, ordinary wear and tear excepted.
6. UTILITIES AND SERVICE
---------------------
6.1 The Landlord agrees, at its cost and expense, subject to payment
of pro rata escalations to be paid by Tenant as hereinafter provided in Article
26, to furnish to the Tenant the Building services as hereinafter provided:
(1) Landlord shall supply the services as in this Lease provided
during the work week. The work week is hereby defined to be that period from
8:00 A.M. to 6:00 P.M. on Mondays through Fridays, and 9:00 A.M. to 1:00 P.M. on
Saturdays. The work week shall not include Sundays and the holidays excepted as
set forth on Schedule "E".
(2) The Building services to be furnished to the Leased Premises and
the common core areas of the Building and improvements include water for
sanitary purposes, heating, air-conditioning, power, sewer, standby sprinkler
service, elevator service (self-service), and all other common Building
services, including electrical service for Building operation of the common
areas in order to operate the Building as a first-class office Building, which
shall
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include the items referred to on Schedule "D" hereinafter provided. Excepted
from the foregoing is the cost of Tenant's electrical service for lighting and
office equipment, machinery and fixtures, which electrical service shall be paid
for by Tenant at Tenant's cost and expense an hereinafter provided.
(3) Landlord shall furnish janitorial service Monday through Friday
only, with a description of janitorial services to be supplied attached hereto
as Schedule "C". Tenant shall reimburse to Landlord the cost of removal from the
Leased Premises of any refuse and rubbish of Tenant in excess of normal waste.
Tenant shall pay such additional charge within ten (10) days of written demand.
6.2 Landlord shall furnish to Tenant electrical service for operation
of lighting and non-high-energy fixtures and equipment in the nature of electric
typewriters, personal computers, normal office-type photocopying equipment or
equipment of equivalent immaterial consumption of electric energy. Tenant
shall pay to Landlord monthly its pro rata share of such electrical service for
Tenant's electric, which said sum shall be in arrears with the following month's
rent to be paid in accordance with Article 3 based on monthly statements to be
rendered by Landlord to Tenant. In the event there is any dispute as to
Tenant's electric charge, such dispute shall be determined by an independent
electrical rating service, payment for whose services shall be the sole
obligation of the Tenant. Such independent electrical rating service shall
establish the cost of electrical service to all of the offices in the Building
in connection with the electrical services hereinabove referred to. Landlord
shall, at Tenant's request, furnish to Tenant a written breakdown of the basis
upon which Tenant's pro rata electrical cost charges are based and computed.
6.3 Tenant's use of electrical energy in the Leased Premises for
high-energy machinery or equipment is expressly subject to Tenant obtaining from
Landlord written consent to the installation of such machinery in the nature of
mainframe computers, duplicating machinery in excess of normal office-type
photocopying equipment and the like, in order to insure that the electrical
capacity of the Building is not exceeded, and to avert possible adverse effect
upon the Building electric service. Tenant agrees that in addition to the above
it will not permit any additional electrical risers or service connections to be
installed without the express written consent of the Landlord with respect
thereto. Subject to the foregoing, in the event of any permitted installation
of high-energy using electrical machinery or fixtures, Tenant shall pay to the
Landlord the full cost of such additional electric service, which shall be based
on the determination of an independent electrical rating service of the annual
cost attributable to such use. Said sum shall be paid monthly by Tenant to
Landlord upon establishment of the amount thereof in the same manner as
hereinabove provided in Article 6.2, subject to adjustment and increase or
decrease in electrical energy charges as may be applicable from time to time.
6.4 If Tenant uses the Leased Premises beyond the regular work week,
the Tenant shall be responsible for the cost of heating, ventilating and air-
conditioning services actually furnished at the rate of $50.00 per hour,
exclusive of Tenant's electric. Tenant agrees that it will cooperate with
Landlord in metering Tenants use in accordance with any energy or other use
measuring systems which Landlord may install in the Leased Premises.
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Notwithstanding the above, it is understood and agreed that the foregoing hourly
charge shall not be imposed upon Tenant in connection with the first twenty five
(25) hours of overtime HVAC usage during each year of the lease term.
6.5 Landlord shall not be liable for full or partial interruption of
any of the above services or utilities from conditions beyond Landlord's
control, but Landlord shall use due diligence to restore the services and
utilities. The rent shall not xxxxx, in whole or in part, during any such
interruption.
7. INSURANCE
---------
7.1 The Landlord will, subject to the payment of escalations in
accordance with the provisions of Article 26 hereof, obtain for the benefit of
the Landlord, wherein the Landlord shall be the named insured, fire insurance
with full extended coverage, including flood insurance if required by Landlord
insuring the Property, in an amount and value equivalent to the full replacement
value of all the insurable improvements located on the Property, without any
deductible clause, which policy of insurance shall include broad form boiler and
machinery coverage (inclusive of air-conditioning system, if any), together with
insurance coverage against sprinkler damage to the Building and its
improvements. Said insurance, in any event, shall not be less than the amount
of any first mortgage which may be placed on the Property by the Landlord and
shall be in such form as any such bona fide mortgagee may reasonably require.
The Landlord shall have the right from time to time to determine the full
replacement value as may be required to comply with full replacement insurance
requirements. The insurance to be obtained by Landlord shall include casualty
rent insurance payable to and insuring the interest of the Landlord as to the
value of the rental obligation hereunder to the extent of one (1) year's gross
rental value, (inclusive of real estate taxes and applicable insurance
premiums).
7.2 The Tenant covenants and agrees that it will, at its sole cost
and expense, carry liability insurance covering the Leased Premises in the
minimum amount of THREE MILLION ($3,000,000.00) DOLLARS. Said policy shall be a
single limit policy. Notwithstanding the above, the foregoing coverage may be
provided by way of a ONE MILLION ($1,000,000.00) DOLLAR general liability
insurance policy, together with an "umbrella" policy in the amount of TWO
MILLION ($2,000,000.00) DOLLARS. The Tenant further covenants and agrees that
it will add as a party insured by such policies the interest of the Landlord and
will furnish Landlord with certificates of said liability insurance prior to the
commencement of the term of this Lease. The Tenant agrees that such insurance
coverage will be maintained in full force and effect during the term of the
Lease.
8. LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION
-----------------------------------------
The Landlord reserves the right to enter the Leased Premises in connection
with the construction and erection of any additions or improvements to the
Building and Property provided that in the use of such right the Landlord shall
give the Tenant reasonable advance notice of such proposed entry, and provided
further that the Landlord shall not unreasonably interfere with the use of the
parking areas and driveways or the conduct of Tenant's business.
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9. FIXTURES
--------
9.1 The Tenant may install and remove property, equipment and
fixtures in the Leased Premises during the term of the Lease. If the Tenant
moves out or is dispossessed, and fails to remove any such property, equipment
and fixtures, then the said property, equipment and fixtures shall be deemed at
the option of the Landlord to be abandoned, or in lieu thereof, at the
Landlord's option, the Landlord may remove such property and charge the
reasonable cost and expense of removal, storage and disposal of the same to the
Tenant.
9.2 Tenant shall repair or pay the cost of repairing any damage to
the Leased Premises or the Building resulting from the removal of its property,
equipment and fixtures.
9.3 Subject to the terms of Article 9.1, the property, equipment and
fixtures shall remain the personal property of the Tenant.
9.4 All installation and removal of Tenant's fixtures, property and
equipment shall be done in accordance with all applicable laws and ordinances
and the rules and regulations of all governmental boards and bodies having
jurisdiction.
10. GLASS
-----
The Tenant agrees to replace, at its expense, any broken glass in the
windows or other apertures or the Leased Premises, provided such damage or
casualty is caused by the negligence or act of the Tenant, its agents, servants,
employees, or invitees.
11. ASSIGNMENT AND SUBLETTING
-------------------------
11.1 The Tenant may not assign this Lease or sublet the Leased
Premises or any part thereof, unless it shall first advise the Landlord in
writing by certified mail, return receipt requested, of its intention to assign
or sublease. In such event the Landlord shall have ninety (90) days from
receipt of such notice to elect to recapture the Leased Premises and terminate
the within Lease or to consent to the assignment of the Lease or the sublease of
the Leased Premises, which consent shall not be unreasonably withheld, providing
the proposed assignee or subtenant is financially responsible and shall assume
in writing the terms and conditions of the within Lease on the part of the
Tenant to be performed. In connection with any permitted assignment or
subletting, the Tenant shall pay to the Landlord one-half ( 1/2) of any
increment in Base Rent, or other consideration in lieu of Base Rent, received by
Tenant over the Base Rent per square foot per annum in effect from time to time.
11.2 The Landlord's consent shall not be required and the terms and
conditions of Article 11.1 shall not apply as to Landlord's right of first
refusal to recapture if the Tenant assigns or subleases the Leased Premises to a
parent, subsidiary, affiliate or a company into which Tenant is merged or with
which Tenant is consolidated, or to the purchaser of all or substantially all of
the assets of Tenant.
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11.3 In the event of any assignment or subletting permitted by the
Landlord, the Tenant shall remain and be directly and primarily responsible for
payment and performance of the within Lease obligations, and the Landlord
reserves the right, at all times, to require and demand that the Tenant pay and
perform the terms and conditions of this Lease. No such assignment or
subletting shall be made to any Tenant who shall occupy the Leased Premises for
any use other than that which is permitted to the Tenant, or for any use which
may be deemed disreputable or extra hazardous, or which would in any way violate
applicable laws, ordinances or rules and regulations of governmental boards and
bodies having jurisdiction thereof.
12. FIRE
----
12.1 In case of any damage to the Building on the Property by fire or
other casualty occurring during the term of this Lease, or previous thereto,
which renders the Leased Premises wholly untenantable so that the same cannot be
repaired within one hundred eighty (180) days from the happening of such damage,
then the term hereby created shall, at the option of the Landlord, terminate
from the date of such damage. Landlord shall advise Tenant in writing within
thirty (30) days of such fire or casualty whether or not the Leased Premises can
be restored within the one hundred eighty (180) day period hereinabove referred
to.
12.2 In the event the Landlord elects not to terminate the Lease and
rebuild the Leased Premises within said one hundred eighty (180) day period,
Landlord shall notify the Tenant of said fact within thirty (30) days of the
happening of the fire or casualty. Landlord shall diligently proceed with the
repair and reconstruction and during such period of repair and reconstruction,
Tenant's obligation to pay rent shall xxxxx, but such obligation shall
recommence upon restoration of the Leased Premises and delivery of the same by
the Landlord to the Tenant.
12.3 In the event the Leased Premises shall not be substantially
repaired by the Landlord within one hundred eighty (180) days, then and in that
event the Tenant shall have the option to terminate the same upon written notice
upon the expiration of the one hundred eighty (180) day period, and in such
event the Landlord and Tenant shall be relieved of liability one to the other
based upon such termination and the within Lease shall be deemed null and void.
12.4 The Tenant shall immediately notify the Landlord in case of fire
or other damage to the Leased Premises. In determining what constitutes
reasonable promptness, consideration shall be given to delays caused by acts of
God, strikes, and other causes of Force Majeure beyond the Landlord's control.
13. COMPLIANCE WITH LOCAL RULES AND REGULATIONS
-------------------------------------------
13.1 Landlord covenants and agrees with Tenant that upon acceptance
and occupancy of the Leased Premises the same will comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal State and
City Government and of any and all their departments and bureaus and to the
requirements of the Board of Fire Underwriters or their equivalent in the State
of New Jersey.
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13.2 The Tenant covenants and agrees that upon and after acceptance
and occupancy of the Leased Premises, it will promptly execute and comply with
all statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and City Government and of any and all their departments and
bureaus (provided same are applicable to Tenant's occupancy or use of the Leased
Premises) or to the reasonable rules promulgated by the Landlord in writing, for
the correction, prevention and abatement of nuisances, violations or other
grievances, in, upon or connected with said Leased Premises during said term and
arising from the operations of the Tenant therein, at the Tenant's cost and
expense, subject to the right of the Tenant to contest the decision by any such
department or bureau, as hereinafter mentioned. In the event the Tenant
contests any such governmental decision, it shall indemnify, defend and save the
Landlord harmless from any fine, penalty, costs and liability imposed upon the
Landlord as a result of Tenant's failure so to comply. The Tenant covenants and
agrees, at its own cost and expense, to comply with such regulations or requests
as may be required by the fire or liability insurance carriers providing
insurance for the Leased Premises, and will further comply with such other
requirements that may be promulgated by the Board of Fire Underwriters, or its
equivalent in connection with the use and occupancy of the Leased Premises by
the Tenant in the conduct of its business. Anything hereinabove to the contrary
notwithstanding, it is expressly understood and agreed that the Tenant shall not
be required to make structural changes in the Building, if the same are required
by governmental regulation as the same may be applicable as a matter of general
application to the Building, provided that the Tenant shall be required to make
structural changes that may be required by governmental regulation if directly
attributable and resulting from Tenant's occupancy and use of the Leased
Premises in the conduct of its business.
13.3 If the Tenant shall fail or neglect to comply with the aforesaid
statutes, ordinances, rules, orders, regulations and requirements or any of
them, failure of the Tenant to comply with the requirements of Article 13.1
above shall be deemed an item of default for which the Landlord shall have
recourse by termination of this class or exercise of any other rights reserved
to the Landlord hereunder, in accordance with the terms and conditions of this
Lease.
14. DEFAULT BY TENANT
-----------------
14.1 Each of the following shall be deemed a default by Tenant and
breach of this Lease:
(1) (i) filing of a petition by the Tenant for adjudication as
a bankrupt, or for reorganization, or for an arrangement under any federal
or state statute;
(ii) dissolution or liquidation of the Tenant;
(iii) appointment of a permanent receiver or a permanent
trustee of all or substantially all the property of the Tenant;
(iv) taking possession of the property of the Tenant by a
governmental officer or agency pursuant to statutory authority for
dissolution, rehabilitation, reorganization or liquidation of the Tenant;
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(v) making by the Tenant of an assignment for the benefit
of creditors;
(vi) abandonment, desertion or vacation of the Leased
Premises by the Tenant.
If any event mentioned in this subdivision (1) shall occur, Landlord
may thereupon or at any tine thereafter elect to cancel this Lease by ten
(10) days' notice to the Tenant, and this Lease shall terminate on the day
in such notice specified with the same force and effect as if that date
were the date herein fixed for the expiration of the term of the Lease.
(2) (i) Default in the payment of the Base Rent or additional
rent herein reserved or any part thereof for a period of ten (10) days
after the same is due and payable as in this Lease required.
(ii) A default in the performance of any other covenant or
condition of this Lease on the part of the Tenant to be performed for a
period of thirty (30) days after notice. For purposes of this subdivision
(2) (ii) hereof, no default on the part of Tenant in performance of work
required to be performed or acts to be done or conditions to be modified
shall be deemed to exist if steps shall have been commenced by Tenant
diligently after notice to rectify the same and shall be prosecuted to
completion with reasonable diligence, subject, however, to unavoidable
delays.
14.2 In case of any such default under Article 14.1(2) and at any time
thereafter following the expiration of the respective grace periods above
mentioned, or in the event that Tenant is consistently late in the punctual
payment of Base Rent and/or additional rent required to be paid under this Lease
as shall be evidenced by late payments made during any period of four (4) months
during any twelve (12) month period measured from the date of the first late
payment, Landlord may serve a notice upon the Tenant electing to terminate this
Lease upon a specified date not less than seven (7) days after the date of
serving such notice and this Lease shall then expire on the date so specified as
if that date has been originally fixed as the expiration date of the term herein
granted; however, a default under Article 14.1(2) hereof shall be deemed waived
if such default is made good before the date specified for termination in the
notice of termination served on Tenant.
14.3 In case this Lease shall be terminated as hereinbefore provided,
or by summary proceedings or otherwise, Landlord or its agents may, immediately
or any time thereafter, re-enter and resume possession of the Leased Premises or
such part thereof, and remove all persons and property therefrom, either by
summary proceedings or by a suitable action or proceeding at law without being
liable for any damages, provided any entry pursuant to the foregoing shall be in
accordance with law. No re-entry by Landlord shall be deemed an acceptance of a
surrender of this Lease.
14
14.4 In case this Lease shall be terminated as hereinafter provided,
or by summary proceedings or otherwise, Landlord may, in its own name and in its
own behalf, relet the whole or any portion of the Leased Premises, for any
period equal to or greater or less than the remainder of the then current term,
for any sum which it may deem reasonable, to any tenant which it may deem
suitable and satisfactory, and for any use and purpose which it may deem
appropriate, and in connection with any such Lease Landlord may make such
changes in the character of the improvements on the Leased Premises as Landlord
may determine to be appropriate or helpful in effecting such Lease and may grant
concessions or free rent. Landlord agrees that it will take reasonable steps to
mitigate Tenant's damages. Landlord shall not in any event be required to pay
Tenant any surplus of any sums received by Landlord on a reletting of the Leased
Premises in excess of the rent reserved in this Lease.
14.5 (1) In case this Lease be terminated by summary proceedings, or
otherwise, as provided in this Article 14, and whether or not the Leased
Premises be relet, Landlord shall be entitled to recover from the Tenant, the
following:
(i) a sum equal to all expenses, if any, including reasonable
counsel fees, incurred by Landlord in recovering possession of the Leased
Premises, and all reasonable costs and charges for the care of said Leased
Premises while vacant, which damages shall be due and payable by Tenant to
Landlord at such time or times as such expenses shall have been incurred by
Landlord; and
(ii) A sum equal to all damages set forth in this Article 14 and
in Article 15 hereinafter referred to.
(2) Without any previous notice or demand, separate actions may be
maintained by Landlord against Tenant from time to time to recover any damages
which, at the commencement of any such action, have then or theretofore become
due and payable to the Landlord under this Article 14 and subsections hereof
without waiting until the end of the then current term.
(3) All sums which Tenant has agreed to pay by way of taxes, sever
charges, water rents or water meter charges, insurance premiums and other
similar items becoming due from tine to time under the terms of this Lease,
shall be deemed additional rent reserved in this Lease within the meaning of
this Article 14 and subsections hereof.
14.6 Tenant agrees that it shall reimburse Landlord for Landlord's
reasonable attorney's fees incurred in enforcing the terms and conditions of
this lease on the part of the Tenant to be performed. Tenant further agrees to
reimburse Landlord for Landlord's attorney's fees incurred in connection with
the review by Landlord of any Landlord's waiver, assignment or sublet agreement
or any other documentation reviewed by Landlord at Tenant's request.
15
15. LIABILITY OF TENANT FOR DEFICIENCY
----------------------------------
In the event that the relation of Landlord and Tenant may cease or
terminate by reason of the default by Tenant and the re-entry of Landlord as
permitted by the terms and conditions contained in this Lease or by the
ejectment of Tenant by summary proceedings or other judicial proceedings, or
after the abandonment of the Leased Premises by Tenant, it is hereby agreed that
Tenant shall remain liable to pay in monthly payments the rent which shall
accrue subsequent to the re-entry by Landlord, and Tenant expressly agrees to
pay as damages for the breach of the covenants herein contained the difference
between the rent reserved and the rent collected and received, if any, by
Landlord, during the remainder of the unexpired term, as the amount of such
difference or deficiency shall from time to time be ascertained.
16. NOTICES
-------
All notices required or permitted to be given to the Landlord shall be
given by certified mail, return receipt requested, at the address hereinbefore
set forth on the first page of this Lease, and/or such other place as the
Landlord may designate in writing.
All notices required or permitted to be given to the Tenant shall be given
by certified mail, return receipt requested, at the address hereinbefore set
forth on the first page of this Lease and/or such other place as the Tenant
shall designate in writing.
17. NON-WAIVER
----------
The failure of the Landlord to insist upon strict performance of any of the
covenants or conditions of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed as a waiver or
relinquishment of any such covenants, conditions or options, but the same shall
be and remain in full force and effect. If the Landlord pursues any remedy
granted by the terms of this lease or the terms of applicable law, it shall not
be construed as a waiver or relinquishment of any other remedy afforded thereby.
18. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS
----------------------------------------------------
18.1 The Tenant may make alterations, additions or improvements to the
Leased Premises only with the prior written consent of the Landlord, which
consent shall not be unreasonably withheld, provided such alterations, additions
or improvements do not require structural changes in the Leased Premises, or do
not lessen the value of the Leased Premises. Any consent which Landlord may give
shall be conditioned upon Tenant furnishing to Landlord, detailed plans and
specifications with respect to any such changes, to be approved by Landlord in
writing. As a condition of such consent, Landlord reserves the right to require
Tenant to remove, at Tenant's sole cost and expense, any such alterations or
additions prior to the expiration of the Lease term. If Landlord does not
require such removal, any such alterations or additions shall be deemed to be
part of the realty upon installation. All such alterations, additions or
improvements shall be only in conformity with applicable governmental and
insurance company requirements and regulations applicable to the Leased
Premises. Tenant shall
16
hold and save Landlord harmless and indemnify Landlord against any claim for
damage or injury in connection with any of the foregoing work which Tenant may
make as hereinabove provided.
18.2 Nothing herein contained shall be construed as a consent on the
part of the Landlord to subject the estate of the Landlord to liability under
the Construction Lien Law of the State of New Jersey, it being expressly
understood that the Landlord's estate shall not be subject to such liability.
18.3 It is expressly understood and agreed that in the event
alterations or improvements required by Tenant are performed by Landlord's
designated contractor, Tenant shall make payments to said contractor strictly in
accordance with the agreement entered into between said parties. Default in
payment by Tenant under said construction contract shall be deemed to be a
default under this Lease for which Landlord shall have the right of termination
as hereinbefore set forth in Article 14.
19. NON-LIABILITY OF LANDLORD
-------------------------
19.1 It is understood and agreed that Landlord, in its capacity as
Landlord and, if applicable, as builder or general contractor of the Building in
which the Leased Premises are located, shall not be liable to Tenant, Tenant's
agents, employees, contractors, invitees or any other occupant of the Leased
Premises for any damage to property or for any inconvenience or annoyance to
Tenant or any other occupant of the Leased Premises or interruption of Tenant's
or such other occupant's business, arising out of or attributable to (1) the
design and construction of the Leased Premises and the Building; (ii) any
maintenance, repairs, replacements, additions, alterations, substitutions and
installations made to the Leased Premises and the Building; and (iii) any cause
or happening whatsoever, except for the negligence of Landlord and Landlord's
agents, servants and employees with respect to any of the events or occurrences
referred to in subdivisions (i) through (iii), or otherwise. The foregoing
covenant is an express inducement to Landlord to enter into the within Lease and
the Tenant acknowledges that it understands the scope and consequence of
Landlord's exculpation as herein provided.
19.2 Anything hereinabove contained to the contrary notwithstanding,
the Tenant shall assume all risk of damage or loss to its property, equipment
and fixtures occurring in or about the Leased Premises, whatever the cause of
such damage or loss, including Landlord's negligence.
20. CONDEMNATION
------------
If the whole or part of the Leased Premises shall be acquired by Eminent
Domain for any public or quasi public use or purpose so that the Leased Premises
cannot be used for its intended leased purposes, or if the parking areas shall
be taken by Eminent Domain and the Landlord shall not substantially replace such
parking areas, then and in that event, the term of this Lease shall cease and
terminate from the date that title shall vest in the condemning authority, in
the Eminent Domain proceeding or as the result of an agreement in lieu thereof.
The Tenant shall have no claim against the Landlord for the value of any
unexpired term of said lease. No part of any
17
award made to the Landlord shall belong to the Tenant, nor shall the Tenant make
any claim against the condemning authority for the value of its leasehold.
Anything hereinabove contained to the contrary notwithstanding, it is expressly
understood and agreed that, without affecting Landlord's award as hereinabove
referred to, the Tenant may make such independent claim as the law may allow
with respect to Tenant's leasehold improvements, if any, trade fixtures, moving
expenses and equipment.
21. INCREASE OF INSURANCE RATES
---------------------------
If the rate which the Landlord must pay to secure fire insurance shall be
increased because of any change in occupancy or use of the Leased Premises by
the Tenant, or because of the Tenant's non-compliance with the rules,
regulations or requests of the fire insurance carrier, then such increase shall
be paid by the Tenant to the Landlord as additional rent.
22. TENANT'S FIRE INSURANCE
-----------------------
The Tenant, at its own cost and expense, shall insure its own fixtures,
equipment and contents, it being expressly understood and agreed that the same
is not the responsibility of the Landlord nor shall it be liable therefor.
23. WAIVER OF SUBROGATION RIGHTS
----------------------------
The Landlord and Tenant mutually waive all right of recovery against each
other, their agents, servants or employees, for any loss, damage or injury of
any nature whatsoever to property or person for which either party is insured.
Each party shall obtain from its insurance carrier waivers of subrogation rights
under their respective policies which shall be included within the terms of the
policies and will furnish evidence of such waiver upon request.
24. REPAIR OF DAMAGES
-----------------
In case of any waste or damages to the Leased Premises caused by the
negligence or willful act of the Tenant or the Tenant's agents, servants,
employees, or invitees, the Tenant shall repair the said waste or damage as
speedily as possible at the Tenant's own cost and expense.
25. MORTGAGE PRIORITY
-----------------
This Lease shall not be a lien against the Property in respect to any
mortgages that are now or may hereafter be placed upon said Property. The
recording of such mortgage or mortgages shall have preference and precedence and
be superior and prior in lien to this Lease, irrespective of the date of
recording, and the Tenant agrees to execute any instruments, without costs,
which may be deemed necessary or desirable, to further effect the subordination
of this Lease to any such mortgage or mortgages. A refusal by the Tenant to
execute such instruments shall entitle the Landlord to the option of canceling
this Lease, and the term hereof is hereby expressly limited accordingly.
18
26. OPERATING COST AND TAX ESCALATIONS
----------------------------------
26.1 It is understood and agreed that the Tenant shall be responsible
to pay to the Landlord Tenant's Percentage of increases in the cost of
operational services (hereinafter called "Operational Expenses") as the same may
exceed the cost of said Operational Expenses for the calendar year 1998
(hereinafter referred to as the "Base Year") . The cost of Operational Expenses
and any increase thereof for which the Tenant shall be obligated to pay Tenant's
Percentage shall be based and calculated upon the assumption and projection of
one hundred (100%) per cent occupancy of the entire Building (even though the
Building may not be 100% occupied) for the Base Year and for each subsequent
calendar year of the term of this Lease. If, upon determination at the
expiration of any subsequent calendar year, the total Operational Expenses
exceeds those for the Base Year, Tenant shall pay to landlord Tenant's
Percentage of any excess differential of certified cost of Operational Expenses
as hereinafter provided in Article 26.2.
26.2 At the commencement of the second calendar year of the term,
Tenant shall pay to Landlord, monthly, one-twelfth of Landlord's estimate of the
increase in the cost of Operational Expenses for such calendar year, which
estimate shall not exceed, on a percentage basis, the increase between the
calendar year prior to the Base Year and the Base Year. At the expiration of
the second calendar year of the term, the certified cost of Operational Expenses
as hereinabove referred to shall be compared with the certified cost of
Operational Expenses during the Base Year. Landlord shall furnish to Tenant a
certified computation and breakdown of Tenant's Percentage of cost escalation as
herein required. Tenant shall be credited with or shall pay to Landlord any
differential in Tenant's Percentage of cost escalation applicable to the prior
calendar year, which payment shall be paid to Landlord or credited to Tenant, as
applicable, within thirty (30) days after Landlord's certification. The
foregoing procedure shall be followed during each calendar year of the Lease
term, except that the estimate of projected cost escalation of Operational
Expenses shall be increased during each succeeding calendar year, based upon the
percentage increase between the prior calendar year and the calendar year in
question.
26.3 For the purpose of this Article 26, Operational Expenses are
hereby defined to be those expenses paid or incurred by Landlord for
maintaining, operating and repairing the Building and Property, and shall
include, without limitation, the following: the cost of electricity attributable
to mechanical equipment operation for Tenant's Leased Premises, and for common
areas attributable to the Building operation, core area electricity usage,
exterior lighting and in general all other utility usage mutually enjoyed by
tenants, (based upon the electricity rates to be adjusted for summer and winter,
as applicable, and inclusive of demand charge, energy charge and energy
adjustment charge in effect as of the Commencement Date) reduced by amounts due
from tenants for special electrical usage not separately metered and actually
paid to Landlord pursuant to Article 6 hereunder, as said Article pertains to
electrical usage only; water, heating, ventilating and air-conditioning, window
cleaning, janitorial service, insurance, including but not limited to fire
insurance, with full extended coverage (all risk), casualty rent insurance,
public liability insurance, umbrella liability insurance, workmen's compensation
insurance, elevator insurance, or any other insurance carried in good faith by
the Landlord and applicable to the Property; painting and decorating of common
areas, garbage
19
disposal service, snow removal, security services, landscaping, customary
management fees, supplies, sundries, sales or use taxes on supplies or services,
cost of wages and salaries of all persons engaged in the operation, maintenance
and repair of the Property, and so-called fringe benefits, including social
security taxes, unemployment insurance taxes, cost for providing coverage for
disability benefits, cost of any pensions, hospitalization, welfare or
retirement plans or any other similar or like expenses incurred under the
provisions of any collective bargaining agreement, or any other cost or expense
which Landlord pays or incurs to provide benefits for employees so engaged in
the operation, maintenance and repair of the Property, the charges of any
independent contractor who, under contract with Landlord or its representatives,
does any of the work of operating, maintaining or repairing of the Property,
legal and accounting expenses, or any other expense or charge whether or not
hereinbefore mentioned, which in accordance with generally accepted accounting
and management principles would be considered as an expense of maintaining,
operating or repairing the Property, inclusive of replacement costs, which
replacement costs are not those which are properly capitalized in accordance
with sound accounting practice and principles. All utility charges shall be
based on the actual utility costs as charged by the respective utility
companies. In addition to the foregoing, operational Expenses shall also include
all costs and expenses for improvements required by any governmental law or
regulation not applicable to the Building when constructed, and all other costs
and expenses, dissimilar or similar, necessarily or reasonably incurred by
Landlord in the proper operation and maintenance of a first class office
building.
26.4 There shall not be included as an Operational Expense for the
maintenance, operation or repair of the Building and Property, water furnished
to other tenants for purposes other than lavatory and drinking use, cost of
capital improvements and replacements which are to be capitalized pursuant to
sound accounting practice and principles, the cost for which Landlord shall be
compensated by insurance (or cost arising out of casualties for which insurance
would normally be carried), any work or service which Landlord performs
specifically for any tenant in the Building and for which Landlord is
reimbursed, any work or service performed for or by any tenant in the Building
and paid for by such tenant, any costs in connection with renovating of space
for new tenants, brokerage commissions paid to brokers for obtaining tenants,
legal expenses in enforcing the terms of the Lease, costs assumed or required to
be paid by any other tenant, debt servicing on Landlord's financing, income,
profit or franchise taxes, or other such taxes imposed on or measured by the
income of the Landlord from the Property, depreciation or amortization costs.
26.5 Tenant or its representatives shall have the right to examine
Landlord's books and records with respect to the items in the foregoing
statement of Operational Expenses during normal business hours at any time
within one (1) year following the delivery by Landlord to Tenant of such
statement. Tenant shall have the one (1) year period aforesaid to file any
written exception to any item of expense, however, nothing herein shall be
deemed to afford Tenant any right to withhold any payment due from Tenant to
Landlord. Each expense for which Landlord shall xxxx Tenant as set forth
hereinabove shall be necessary and reasonable for the operation of the Building
and Property and shall be delineated by Landlord in detail to Tenant.
20
26.6 If the last year of the term of this Lease ends on any day other
than the last day of a calendar year, any payment due to landlord or to Tenant
by reason of any increase or decrease in Operational Expenses shall be prorated
and Tenant shall pay any amount due to Landlord, within thirty (30) days after
being billed therefor. This covenant shall survive the expiration or earlier
termination of this Lease.
26.7 In addition to the operating cost escalations hereinabove
referred to, Tenant shall be responsible to pay its proportionate share of any
increment in real estate taxes and assessments in the Manner and as hereinafter
provided as follows:
(a) In the event that the amount of real estate taxes, assessments,
sewer rents, rates and charges, state and local taxes, transit taxes or any
other governmental charge, general, special, ordinary or extraordinary,
hereinafter collectively called "taxes" (but not including income or franchise
taxes or any other taxes imposed upon or measured by the Landlord's income or
profits, except if in substitution for real estate taxes as hereinafter
provided) which may now or hereafter be levied or assessed against the lands
allocated to the Building and upon the Building (hereinafter collectively called
the "Real Property") attributable to any tax year shall be greater than the
amount of taxes on the Real Property attributable to the Base Year, then the
Tenant shall pay to the Landlord as additional rent an amount equal to Tenant's
Percentage thereof. The Landlord shall take the benefit of the provisions or
any statute or ordinance permitting any assessment to be paid over a period of
time, and Tenant shall be obliged to pay Tenant's Percentage of the installments
of any such assessment applicable to the term of this lease or any renewal
hereof.
(b) "Base Year" for purposes of this Article 26.7 shall mean the
calendar year 1998. Within thirty (30) days after the expiration of the second
calendar year of the Lease term, any amount due to the Landlord under the
Provisions of this Article 26.7(b) shall be paid within fifteen (15) days after
the Landlord shall have submitted a statement to Tenant showing in detail the
computation of the amount due to Landlord. Thereafter, and commencing with the
third calendar year of the Lease term, Tenant shall pay, in addition to the rent
required to be paid pursuant to Article 3 hereof, one-twelfth (1/12th) of
Tenant's Percentage of real estate tax escalations determined for the prior
calendar year. Landlord shall advise Tenant in writing of such monthly
requirement for each applicable calendar year, and in the event there is any
deficiency in the aggregate monthly tax payment made by Tenant in the prior
calendar year, or in the event Tenant shall have overpaid Tenant' s Percentage
of tax escalation for any prior calendar year, Tenant shall either pay to or be
credited by Landlord with any such deficiency or excess in monthly tax payments
which payment or credit shall be made within thirty (30) days after written
demand and certification by Landlord.
(c) The amount of taxes for the Base Year against which Tenant's
liability for additional rent in subsequent years is determined shall be the
amount thereof finally determined to be legally payable by legal proceedings or
otherwise. In the event the amount of taxes for the Base Year has not been
finally determined by legal proceedings or otherwise at the time of payment of
taxes for any subsequent year, the actual amount of taxes paid by Landlord for
the Base Year shall be used in the statement provided by Landlord as the basis
for Tenant's
21
liability hereunder with respect to such subsequent year. Upon final
determination of the amount of taxes for the Base Year by legal proceedings or
otherwise, Landlord shall deliver to Tenant a statement, together with copies of
applicable tax bills, setting forth the amount of taxes for the Base Year as
finally determined and showing in reasonable detail the computation of any
adjustment due to Landlord by reason thereof. Any payment due to Landlord by
reason of such adjustment shall be paid as hereinbefore provided.
(d) If Landlord shall receive any tax refund or rebate in respect of
any calendar year following the Base Year, Landlord may deduct from such tax
refund any reasonable expenses incurred in obtaining such tax refund, and out of
the remaining balance of such tax refund Landlord shall pay to Tenant's
Percentage of such refund or rebate, provided that Tenant shall have paid the
Landlord any portion of the taxes being refunded.
(e) If the tax year for real estate taxes shall be changed then an
appropriate adjustment shall be made in the computation of the additional tax
due to Landlord or any amount due to Tenant. The computation shall be made in
accordance with generally accepted accounting principles applied on a consistent
basis.
(f) If the last year of the term of this Lease ends on any day other
than the last day of a Lease year, any Payment due to Landlord or to Tenant by
reason of any increase or decrease in taxes shall be prorated and Tenant shall
pay any amount due to Landlord within thirty (30) days after being billed
therefor, and Landlord shall pay any amount due to Tenant. This covenant shall
survive the expiration or termination of this Lease.
(g) If at any time during the term of this Lease the method or scope
of taxation prevailing at the commencement of the Lease term shall be altered,
modified or enlarged so as to cause the method of taxation to be changed, in
whole or in part, so that in substitution for the real estate taxes now assessed
there may be, in whole or in part, a capital levy or other imposition based on
the value of the Real Property, or the rents received therefrom, or some other
form of assessment based in whole or in part on some other valuation of the Real
Property, as if such Real Property were the only property owned by the Landlord,
then and in such event such substituted tax or imposition shall be payable and
discharged pro rata, as applicable, in accordance with the obligations set forth
in this Article 26, computed on the basis of such law promulgated which shall
authorize such change in the scope of taxation, and as required by the terms and
conditions of the within Lease.
26.8 Tenant's Percentage of applicable Operational Expenses and Tax
escalations shall be deemed additional rent and such sum shall be paid promptly
in the same manner as rent pursuant to Article 3, and Landlord shall have all
remedies as provided in this Lease in the event of Tenant's default with respect
to the making of any such payments.
27. QUIET ENJOYMENT
---------------
The Landlord covenants and represents that the Landlord is the owner of the
Leased Premises herein leased and has the right and authority to enter into,
execute and deliver this
22
Lease, and does further covenant that the Tenant on paying the rent and
performing the conditions and covenants herein contained, shall and may
peaceably and quietly have, hold and enjoy the Leased Premises for the term
aforementioned.
28. SIGNS
-----
The Tenant shall secure the Prior written approval of the landlord for
any identifying sign on its Office doors and in the areas designated in the
foyer of the Building. The Tenant shall not have the right to put any
identifying signs on the exterior of the Building or roof thereof.
29. LEASE CONSTRUCTION
------------------
The Lease shall be construed pursuant to the laws of the State Of New
Jersey.
30. BINDING EFFECT
--------------
The terms, covenants and conditions of the within Lease shall be binding
upon and inure to the benefit of each of the parties hereto, and their
respective heirs,, successors, executors, administrators and assigns.
31. DEFINITIONS
-----------
The neuter gender, when used herein and in the acknowledgment hereafter set
forth, shall include all persons, firms and corporations, and words used in the
singular shall include words in the plural were the text of the instrument so
requires.
32. PARAGRAPH HEADING
-----------------
The paragraph headings herein are inserted only as a matter of convenience
and for reference, and in no way to define, limit or describe the scope of this
Lease nor the intent of any provision hereof.
33. ENTIRE AGREEMENT
----------------
This Lease contains the entire agreement between the parties and no
modifications shall be effective unless set forth in an instrument in writing
executed by both Parties hereto.
34. BROKERAGE
---------
The parties mutually represent to each other that INSIGNIA/XXXXXX X. XXXXXX
Co., INC., having an office at Park 00 Xxxx Xxxxx x, Xxxxxx Xxxxx, Xxx Xxxxxx
00000, is the sole broker who negotiated and consummated the within transaction,
and that neither party dealt with any other broker in connection with the within
Lease, it being understood and agreed that the Landlord shall be responsible, at
its sole cost and expense, to pay the real estate brokerage in connection with
this Lease transaction. Landlord agrees to indemnify, defend and save harmless
23
Tenant in connection with the claims of any other real estate brokers claiming
commissions in connection with the within transaction and claiming authority
from Landlord. Tenant agrees to indemnify, defend and save harmless Landlord in
connection with the claims of any other real estate brokers claiming commissions
in connection with the within transaction and claiming authority from Tenant.
35. STATEMENT OF ACCEPTANCE
-----------------------
Upon the Tenant's accepting the Leased Premises and entering possession,
pursuant to the terms and conditions hereof, the Tenant covenants and agrees
that it will furnish to the Landlord a statement that it accepts the Leased
Premises and agrees to pay rent from the date of acceptance, subject to the
terms and conditions of the Lease as herein contained, which statement may be in
recordable form if required by Landlord. Tenant shall also supply to Landlord a
list of exceptions specifying those items which are incomplete, defective or
damaged, and Landlord shall rectify such exceptions, or, if the Landlord shall
fail to so rectify such exceptions, they shall stand, and shall be considered at
the end of the Lease or any extensions thereof with regard to the condition or
the Leased Premises when surrendered.
36. DEFINITION OF TERM OF "LANDLORD"
--------------------------------
When the term "Landlord" is used in this Lease it shall be construed to
mean and include only the Landlord as lessee of the ground Lease of the Leased
Premises. Upon the transfer by the Landlord of its interest in the ground Lease
hereunder, the Landlord shall advise the Tenant in writing by certified mail,
return receipt requested, or the name of the Landlord's transferee. In such
event, the then Landlord shall be automatically agreed and relieved from an
after the date of such transfer of title of all personal liability with respect
to the performance of any of the covenants and obligations on the part of the
Landlord herein contained to be performed, provided any such transfer and
conveyance by the Landlord is expressly subject to the assumption by the grantee
or transferee of the obligations of the Landlord to be performed pursuant to the
terms and conditions of the within Lease.
37. FORCE MAJEURE
-------------
Except for the obligation of the Tenant to pay rent and other charges as in
this Lease provided, the period of time during which the Landlord or Tenant is
prevented from performing any act required to be performed under this Lease by
reason of fire, catastrophe, strikes, lockouts, civil commotion, acts of God or
the public enemy, government prohibitions or preemptions, embargoes, inability
to obtain material or labor by reason of governmental regulations or
prohibitions, the act or default of the other party, or other events beyond the
reasonable control of Landlord or Tenant, as the case may be, shall be added to
the time for performance of such act.
38. SURVIVAL OF OBLIGATION
----------------------
It is expressly understood and agreed that in the event there are any
obligations of Tenant with respect to payment or performance as required under
the terms and conditions of this Lease
24
that shall have not been performed prior to the expiration or termination of the
Lease in accordance with its terms, such obligation, including the obligation to
make rent adjustments and other Lease adjustments, shall survive the expiration
or termination of the lease term and surrender of the Leased Premises by the
Tenant to the Landlord.
39. SURRENDER OF LEASED PREMISES
----------------------------
On the last day, or earlier permitted termination of the Lease term, Tenant
shall quit and surrender the Leased Premises in good and orderly condition and
repair (reasonable wear and tear, and damage by fire or other casualty excepted)
and shall deliver and surrender the Leased Premises to the Landlord peaceably,
together with all alterations, additions and improvements in, to or on the
Leased Premises made by Tenant as permitted under the Lease. The landlord
reserves the right, however, to require the Tenant at its cost and expense to
remove any alterations or improvements installed by the Tenant and not permitted
or consented to by the Landlord pursuant to the terms and conditions of the
Lease, which covenant shall survive the surrender and the delivery or the Leased
Premises as provided hereunder. Prior to the expiration of the Lease term the
Tenant shall remove all of its property, fixtures, equipment and trade fixtures
from the Leased Premises. All property not removed by Tenant shall be deemed
abandoned by Tenant, and Landlord reserves the right to charge the reasonable
cost of such removal to the Tenant, which obligations shall survive the Lease
termination and surrender hereinabove provided. If the Leased Premises not be
surrendered at the end of the Lease term, Tenant shall be responsible to pay
Landlord, monthly, an amount equal to twice the monthly installment of Base Rent
payable by Tenant prior to the expiration or earlier termination of this Lease
for each month or part thereof that Tenant holds over in the Leased Premises.
40. SECURITY
--------
Upon execution of the within lease, the Tenant shall deposit with the
Landlord a security deposit which shall be held during the lease term to
guarantee the faithful performance by Tenant of Tenant's lease obligations as
herein provided, in the amount of ELEVEN THOUSAND NINE HUNDRED THREE AND 13/100
($11,903.13) DOLLARS to be deposited in cash or by an irrevocable and
unconditional letter of credit from a recognized banking institution located
within the State of New Jersey or the City of New York. If the security deposit
is in the form of a letter of credit, the same shall be payable upon sight
draft, together with a certification of Landlord that Tenant is in default
uncured pursuant to the terms and conditions of the lease. The Tenant shall be
obligated to renew and furnish to Landlord evidence of the renewal of the letter
of credit at least thirty (30) days prior to the effective expiration thereof.
If such renewal is not furnished by Tenant to Landlord within thirty (30) days
of the expiration date of the letter of credit, Landlord shall have the
unrestricted right to cash the letter of credit and to retain the proceeds as
security hereunder in accordance with the terms and conditions as herein
provided. Upon termination of this lease, and provided the Tenant is not in
default hereunder and has performed all of its obligations under this lease, the
Landlord shall return the security held by it hereunder to the Tenant. Anything
herein contained to the contrary notwithstanding, it is expressly understood and
agreed that the said security deposit shall not bear interest. Tenant covenants
and agrees that it will not assign, pledge, hypothecate, mortgage or otherwise
25
encumber the aforementioned security during the term of this lease. It is
expressly understood and agreed that the Landlord shall have the right to co-
mingle the security funds with its general funds, and said security shall not be
required to be segregated.
41. LOSS OF OPTION RIGHTS
---------------------
Anything in this Lease to the contrary notwithstanding, it is expressly
understood and agreed that the option to Renew as provided in Article 47 shall
be deemed null and void and of no further force and effect upon notice by
Landlord to Tenant in the event (i) Landlord is obligated to institute
litigation to enforce payment and performance as required under this Lease, or
(ii) Tenant is consistently late in the punctual payment of annual Base Rent
and/or additional rent required to be paid under this Lease as shall be
evidenced by late payments made during any period of four (4) months during any
twelve (12) month period measured from the date of the first late payment.
42. INDEMNITY
---------
Anything in this Lease to the contrary notwithstanding, and without
limiting the Tenant's obligation to provide insurance pursuant to Article 7
hereunder, the Tenant covenants and agrees that it will indemnify, defend and
save harmless the Landlord against and from all liabilities, obligations,
damages, penalties, claims, costs, charges and expenses, including without
limitation reasonable attorneys' fees, which may be imposed upon or incurred by
Landlord by reason of any of the following occurring during the tern of this
Lease:
(i) Any matter, cause or thing arising out of use, occupancy,
control or management of the Leased Premises and any part thereof;
(ii) Any negligence on the part of the Tenant or any of its
agents, contractors, servants, employees, licensees or invitees;
(iii) Any accident, injury, damage to any person or property
occurring in, or about the Leased Premises;
(iv) Any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms or conditions contained in this
Lease on its part to be performed or complied with.
(v) Subject to the exception set forth in Article 19.2, the
foregoing shall not require indemnity by Tenant in the event of damage or
injury occasioned by the negligence or acts of commission or omission of
the Landlord, its agents, servants or employees.
Landlord shall promptly notify Tenant of any such claim asserted against it
and shall promptly send to Tenant copies of all papers or legal process served
upon it in connection with any action or proceeding brought against Landlord by
reason of any such claim.
26
43. INTENTIONALLY OMITTED
---------------------
44. INSPECTION BY LANDLORD
----------------------
The Tenant agrees that the Landlord' s agents, and other representatives,
shall have the right to enter into and upon the Leased Premises, or any part
thereof, at all reasonable hours, upon reasonable notice, without unduly
disturbing the operations of the Tenant for the purpose of examining the same or
for making such repairs or alterations therein as may be necessary for the
safety and preservation thereof.
45. LIMIT OF LANDLORD'S LIABILITY
-----------------------------
Tenant shall look solely to Landlord's property in the Building and
Property for the enforce estate and judgment or decree requiring the payment of
money to Tenant by reason of any default or breach by Landlord under the Lease.
In no event shall there be any personal liability on the part of Landlord beyond
its interest in the Building and Property and no other assets of Landlord, its
Partners or beneficiaries shall be subject to levy, execution, attachment or any
other legal process.
46. EXECUTION AND DELIVERY
----------------------
The submission of the within Lease by Landlord to Tenant for review and
approval shall not be deemed an option to Lease, an offer to lease, or a
reservation of the Leased Premises in favor of Tenant, it being intended that no
rights or obligations shall be created by Landlord or Tenant until the execution
and delivery of the within Lease by Landlord and Tenant, one to the other.
47. OPTION TO RENEW
---------------
Provided the Tenant is not in default pursuant to the terms and conditions
of this lease, the Tenant is hereby given the right and privilege to renew the
within lease, for one (1) five (5) year period, to commence at the end of the
initial term of this lease, which renewal shall be upon the gains terms and
conditions as in this lease contained, except as follows:
(1) Tenant shall pay during the five (5) year renewal term annual Base
Rent based upon the fair market value per square foot applicable to the Leased
Premises. The fair market value shall be determined as follows: After Tenant
has given written notice to the Landlord, as hereinafter provided, of its
exercise of the within option, the Landlord shall deliver to Tenant a Written
notice stating the fair market value to be paid for the Leased Premises during
the five (5) year renewal term. In the event that the Tenant objects to the
fair market value quoted by Landlord, the issue of fair market value shall be
open to negotiation between Landlord and Tenant. In the event the parties
cannot agree within thirty (30) days after Landlord's notice of the then fair
market rental value, the parties shall agree on the appointment of a real estate
appraiser (the "Appraiser") having the M.A.I. designation, the cost of which
shall be shared equally by Landlord and Tenant, which Appraiser shall be
knowledgeable in the Middlesex
27
County, New Jersey market rental area, who shall make a fair market rental
determination. If the parties cannot agree within thirty (30) days subsequent to
the appointment of the Appraiser, then the matter shall be submitted to binding
arbitration pursuant to the rules for commercial arbitration of the American
Arbitration Association, at the equal administrative cost of Landlord and
Tenant. It is expressly understood and agreed that in any event the renewal Base
Rent for the five (5) year renewal term shall not be less than the annual Base
Rent of ONE HUNDRED FORTY TWO THOUSAND EIGHT HUNDRED THIRTY SEVEN AND 50/100
($142,837.50) DOLLARS, in the event fair market rent shall be determined to be
less than said sum as such determination shall be made in the manner hereinabove
provided.
(2) The right, option, and privilege of the Tenant to renew this lease
as hereinabove set forth is expressly conditioned upon the Tenant delivering to
the Landlord, in writing, by certified mail, return receipt requested, nine (9)
months' prior notice of its intention to renew, which notice shall be given to
the Landlord by the Tenant no later than nine (9) months prior to the date fixed
for termination of the original term of this lease.
(3) In addition to the Base Rent as above set forth, Tenant shall be
responsible for all additional rent and charges required by the terms and
condition s of the within Lease.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or
caused these presents to be signed by its proper corporate officers and caused
its proper corporate seal to be hereunto affixed, the day and year first above
written.
WITNESS:
/s/ /s/
------------------------------------ ----------------------------------
XXXXXXX X. XXXXX, TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1,
1975
ATTEST: BLP GROUP COMPANIES
/s/ BY:/s/
------------------------------------ ----------------------------------
00
XXXXX XX XXX XXXXXX )
) SS.:
COUNTY OF UNION )
BE IT REMEMBERED, that on this 1st day of December, 1997, before me, the
subscriber, a Notary Public personally appeared XXXXXXX X. XXXXX, TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1, 1975, the Landlord mentioned in the within
Instrument, and thereupon he acknowledged that he signed, sealed and delivered
the same as the act and deed of the Partnership, for the uses and purposes
therein expressed.
/s/
------------------------------------
Notary Public of New Jersey
My Commission Expires:
STATE OF NEW JERSEY )
) SS.:
COUNTY OF MIDDLESEX )
BE IT REMEMBERED, that on this 26th day of November, 1998, before me, the
subscriber, ____________ personally appeared _____________________________ who,
I am satisfied, is the person who signed the within Instrument as
____________________ of BORON XXXXXX, INC., a Delaware corporation, the Tenant
named therein, and he thereupon acknowledged that the said instrument made by
the corporation and sealed with its corporate seal, was signed, sealed with the
corporate seal and delivered by him as such officer and is the voluntary act and
deed of the corporation, made by virtue of authority from its Board of
Directors.
/s/
----------------------------------------
Notary Public of New Jersey
My Commission Expires:
29
SCHEDULE "A"
------------
ALL THAT CERTAIN tract or parcel of land lying, situate and being in the
Township of Piscataway, County of Middlesex and State of New Jersey.
BEGINNING at a point of curve, in the northerly side of Centennial Avenue
where the same curves westerly and northerly into the present easterly side of
Old New Brunswick Road;
thence (1) along said side of Centennial Avenue South 84 degrees 09
minutes East 279.63 feet;
thence (2) North 21 degrees 14 minutes 07 seconds East 410.99 feet;
thence (3) North 27 degrees 13 minutes 37 seconds East 138.88 feet;
thence (4) North 82 degrees 34 minutes 26 seconds West 429.33 feet to a
point in the present easterly side of Old New Brunswick Road;
thence (5) Along said side of Old New Brunswick Road southerly on the
arc of a curve, curving to the left with a radius of 5487.90 feet
for a distance of 429.97 feet to a point of compound curve in the
same;
thence (6) Still along the same southerly and easterly on the arc of a
curve, curving to the left with a radius of 100.00 feet for a
distance of 178.52 feet to the point of ______ in the northerly
side of Centennial Avenue and the point or place of BEGINNING.
BEING Lot #l, Block #460-A as shown on the Map of Centennial Industrial Park,
Section 91, Piscataway, New Jersey, Filed in the Register's Office of Middlesex
County, July 2, 1969 as Map #3275, File #956, and as shown on Exhibit "A" to
this Schedule "A".
30
SCHEDULE "C"
------------
SPECIFICATIONS OF JANITORIAL SERVICES
TO BE PERFORMED AT THE LEASED PREMISES
--------------------------------------
1. DAILY:
-----
(a) Sweep all resilient tile floors using chemically treated sweeping
tools.
(b) Wash front entrance door.
(c) Hand dust window xxxxx.
(d) Hand dust all furniture, equipment, etc.
(e) Empty and clean ash trays and screen sand urns.
(f) Empty and clean all waste receptacles, insert plastic liners (if
furnished) and remove trash to designated area.
(g) Vacuum clean rugs.
(h) Clean entrance floor mats.
(i) Turn of all lights; check doors and windows before leaving premises.
(j) Cleaning of chalk boards when indicated.
(k) Mop all lavatory floors using approved disinfectant, clean all
mirrors, bright work and enameled surfaces; Scour, wash and disinfect
all basins, bowls and urinals; wash all toilet seats, hand dust and
wash wherever necessary, partitions and receptacles; refill toilet
tissue, hand soap and towel containers (supplies furnished by
Landlord).
2. ONCE PER WEEK:
-------------
(a) Wash tile walls and partitions in lavatories.
(b) Remove smudge marks from door jambs and around light switches.
(c) Dust baseboards, moldings, chair rails and rungs.
3. ONCE PER MONTH:
--------------
(a) Hand dust or vacuum clean venetian blinds.
4. BI-MONTHLY:
----------
(a) Wash resilient tile floors.
(b) Wash windows inside.
5. (a) Wash windows outside.
31
SCHEDULE "D"
------------
BUILDING SERVICES
-----------------
(1) Fuel or other energy for heating the building and operating the air-
conditioning system, and for electricity or other power required, water charges
and sewer rents, if any, used and required in connection with the operation of
the building.
(2) Wages, salaries, or other compensation for the following classes of
employees or agents of Landlord performing services rendered solely in
connection with the operation of the building (but not including leasing
commissions paid to agents of Landlord):
(i) Janitorial services;
(ii) Maintenance service of air-conditioning, ventilating, plumbing,
electrical and elevator systems of the building.
(iii) Repairs to and physical maintenance of the building and the
cost of supplies and equipment used in connection therewith.
(3) Industrial trash and garbage disposal.
(4) Snow removal, lawn maintenance and parking lot maintenance.
(5) Fire insurance with full extended coverage in broad form. The coverage
shall be at full replacement value and shall include coverage for rent
insurance, all of which insurance shall be applicable only to the lands and
premises which are the subject of this lease.
(6) Public liability insurance in the minimum amount of ONE MILLION
($1,000,000.00) DOLLARS per accident per person, including the amount of ONE
HUNDRED THOUSAND ($100,000.00) DOLLARS for property damage applicable to the
Leased Premises.
32
SCHEDULE "E"
------------
Christmas Day
New Years Day
President's Birthday
Memorial Day
Fourth of July
Labor Day
Thanksgiving
33
LEASE AGREEMENT
BY AND BETWEEN:
XXXXXXX X. XXXXX, TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1, 1975,
"Landlord"
-and-
BLP GROUP COMPANIES,
a Delaware corporation,
"Tenant"
-----------------------------------------
DATED: December 1, 1997
-----------------------------------------
LAW OFFICES
EPSTEIN, EPSTEIN, XXXXX & XXXXX
A Professional Corporation
000 Xxxxx Xxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000-0000
(000) 000-0000
Fax (000) 000-0000
34
FIRST AMENDMENT TO LEASE
BY AND BETWEEN:
XXXXXXX X. XXXXX, TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1, 1975,
as "Landlord"
-and-
BORON XXXXXX, INC.,
a Delaware corporation
(d/b/a BLP Group Companies),
as "Tenant"
--------------------------------------------------------
DATED: January 21, 1998
--------------------------------------------------------
LAW OFFICES
EPSTEIN, EPSTEIN, XXXXX & XXXXX
A Professional Corporation
000 Xxxxx Xxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx Xxxxxxxx, XX 00000-0000
(000) 000-0000
Fax (000) 000-0000
U:\USERS\GC\MCC.98\30005628.IAM
January 14, 1998
35
FIRST AMENDMENT TO LEASE, made this 21st day of January, 1998, by and
between XXXXXXX X. XXXXX, TRUSTEE UNDER TRUST INDENTURE DATED NOVEMBER 1, 1975,
having an office at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000
(hereinafter called the "Landlord"); and BORON XXXXXX, INC., a Delaware
corporation (d/b/a BLP Group Companies), having an office at 000 Xxx Xxx
Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx (hereinafter called the "Tenant").
W I T N E S S E T H:
-------------------
WHEREAS, the Landlord owns certain lands and premises in the Township of
Piscataway, County of Middlesex, and State of New Jersey, which lands and
premises are known as 000 Xxx Xxx Xxxxxxxxx Xxxx, upon which there has been
erected a office building containing approximately 55,625 square feet
(hereinafter called the "building"); and
WHEREAS, the Landlord and Tenant (under the name of BLP Group Companies)
have heretofore entered into a certain lease agreement dated December 1, 1997
(hereinafter called the "Lease"), pursuant to which Tenant has leased a portion
of the second (2nd) floor of the building containing 8,790 square feet of space
(hereinafter called the "Original Leased Premises"), all in accordance with the
terms and conditions of the Lease; and
WHEREAS, the Landlord has agreed to provide and lease to Tenant additional
office space containing 2,375 square feet, outside outside dimensions to center
line of common wall (hereinafter called the "Additional Leased Premises") as
said Additional Leased Premises shall be completed by Landlord for Tenant in the
building hereinabove referred to in accordance with the terms and conditions
hereinafter provided; and
WHEREAS, the Landlord and Tenant have agreed to extend the Lease for
a further period as hereinafter provided; and
36
WHEREAS, the Landlord and Tenant by this First Amendment to Lease wish to
modify, supplement and amend the terms and conditions of the Lease to provide
for additional rent and other Lease obligations as the same shall be required
and attributable to the Additional Leased Promises.
NOW, THEREFORE, in consideration of the sun of ONE ($1.00) DOLLAR and other
good and valuable consideration, the parties hereto covenant and agree as
follows:
1. The Leased Premises shall consist of the Original Leased Premises
containing 8,790 square feet, together with the Additional Leased Premises
containing 2,375 square feet, to be constructed by Landlord for Tenant, which
total leased space shall comprise 11,165 square feet, hereinafter called the
"Revised Leased Premises" and Article 1.1 of the Lease is hereby modified
accordingly.
2. The Lease term under the Lease as to the Additional Leased Premises
shall commence on or about March 1, 1998, and shall continue as to the Revised
Leased Premises for a term of five (5) years thereafter, subject to the
following terms and conditions:
In the event the Additional Leased Premises are delivered to the Tenant
prior to or after March 1, 1998, the revised Lease term of five (5) years shall
commence on the first day of the next succeeding month following delivery of
possession of the Additional Leased Premises to the Tenant (hereinafter called
the "Additional Commencement Date") and shall continue as to the Revised Leased
Premises for a term of five (5) years thereafter. The Tenant shall, however,
pay to the Landlord a sum equal to the pro rata share of one (1) month's rent,
as hereinafter revised, for that portion of the month from the date of delivery
of the Additional Leased Premises through the Additional Commencement Date.
During said period of partial monthly occupancy, it any,
37
all other terms and conditions of the Lease shall be applicable to the occupancy
of the Revised Leased Premises by the Tenant.
3. Commencing with Additional Commencement Date, Tenant shall pay Base
Rent in the amount of ONE HUNDRED EIGHTY-ONE THOUSAND FOUR HUNDRED THIRTY-ONE
AND 25/100 ($181,431.25) DOLLARS per annum, in equal installments in the sun of
FIFTEEN THOUSAND ONE HUNDRED NINETEEN AND 27/100 ($15,119.27) DOLLARS per month
in the same manner as provided in Article 3 of the Lease which Article 3 is
hereby revised accordingly. Tenant shall pay, in addition to the Base Rent
hereinabove provided, all other charges as in the Lease required and as may be
attributable to the Revised Leased Premises.
4. Landlord shall complete the Additional Leased Premises for Tenant in
the same manner as provided in Article 1.3 of the Lease except that Landlord
shall complete its work within the Additional Leased Premises and thereafter
deliver the Additional Leased Premises to the Tenant, which date of delivery is
estimated to be on or about March 1, 1998.
5. Effective as of the Additional Commencement Date, Tenant's Percentage
for additional rent and other charges provided in the Lease as applicable to
taxes, repairs, insurance and other Lease obligations shall be revised from 16%
to 20% wherever applicable, which revision and readjustment is attributable to
the incorporation of the Additional Leased Premises in and to the Original
Leased Premises as herein referred to.
6. Article 1.2 of the Lease is hereby modified, supplemented and amended
to provided that Tenant shall be entitled to use fifty-five (55) striped but
unmarked parking spaces.
7. Upon execution of the within First Amendment to Lease, the Tenant
shall deliver the sum of THREE THOUSAND TWO HUNDRED SIXTEEN AND 14/100
($3,216.14)
38
DOLLARS to the Landlord as additional security to be held by Landlord in
accordance with the provisions of Article 40 of the Lease. Accordingly, the
Landlord shall be holding a total security deposit in the amount of FIFTEEN
THOUSAND ONE HUNDRED NINETEEN AND 27/100 ($15,119.27) DOLLARS.
8. Article 47 entitled "Option to Renew" is hereby modified, supplemented
and amended to provided that the renewal Base Rent for the five (5) year renewal
term shall not be less than the annual Base Rent of ONE HUNDRED EIGHTY-ONE
THOUSAND FOUR HUNDRED THIRTY-ONE AND 25/100 ($181,431.25) DOLLARS.
9. Except as in this First Amendment to Lease provided, all other terms
and conditions of the Lease shall remain in full force and effect and shall be
applicable to the Additional Leased Premises upon the Additional Commencement
Date.
10. This Agreement shall be binding on the parties hereto, their heirs,
successors and assigns.
11. The submission of the within First Amendment to Lease by Landlord to
Tenant for review and approval shall not be deemed an option to lease, an offer
to lease, or a reservation of the Additional Leased Premises in favor of Tenant,
it being intended that no rights or obligations shall be created by Landlord or
Tenant until the execution and delivery of the within First Amendment to Lease
by Landlord and Tenant, one to the other.
39
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or
cause these presents to be signed by its proper corporate officers and caused
its proper corporate seal to be hereunto affixed, the day and year first above
written.
WITNESS:
/s/ /s/
------------------------------ ---------------------------------------
XXXXXXX X. XXXXX, TRUSTEE UNDER TRUST
INDENTURE DATED NOVEMBER 1, 1975
ATTEST: BORON XXXXXX, INC.
/s/ By:/s/
------------------ ----------------
00
XXXXX XX XXX XXXXXX )
) SS.:
COUNTY OF UNION )
BE IT REMEMBERED, that on this 21st day of January, 1998, before me, the
subscriber, A Notary Public personally appeared XXXXXXX X. XXXXX; TRUSTEE UNDER
TRUST INDENTURE DATED NOVEMBER 1, 1975, the Landlord mentioned in the within
Instrument, and thereupon he acknowledged that he signed, sealed and delivered
the same as the act and deed of the Partnership, for the uses and purposes
therein expressed.
/s/
----------------------------------------
Notary Public of New Jersey
My Commission Expires:
STATE OF NEW JERSEY )
) SS.:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on this 16th day of January, 1998, before me, the
subscriber, _______________ personally appeared _____________________________
who, I am satisfied, is the person who signed the within Instrument as
____________________ of BORON XXXXXX, INC., a Delaware corporation, the Tenant
named therein, and he thereupon acknowledged that the said instrument made by
the corporation and sealed with its corporate seal, was signed, sealed with the
corporate seal and delivered by him as such officer and is the voluntary act and
deed of the corporation, made by virtue of authority from its Board of
Directors.
/s/
----------------------------------------
Notary Public of New Jersey
My Commisison Expires:
PREPARED BY: XXXXXX X. XXXXX, ESQ.
41
