EXHIBIT 10.4
FIFTH AMENDMENT TO LEASE
BETWEEN
TRIANGLE FIDELCO INDUSTRIAL CENTER
AND
HAWK INDUSTRIES, INC,
FIFTH AMENDMENT TO LEASE made this 31st day of October, 1994, by and
between TRIANGLE FIDELCO INDUSTRIAL CENTER (Landlord), 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxxxx, 00000, and HAWK INDUSTRIES, INC. (Tenant) 000 Xxxxxx
Xxxxxx, Xxxxxxxx 0, Xxx Xxxxxxxxx, Xxx Xxxxxx, 00000.
WHEREAS, the parties hereto have hereunto entered into a Lease Agreement,
an Amendment to Lease, a Second Amendment to Lease, all dated March 2, 1990; a
Third Amendment to Lease dated October 31, 1991; and a Fourth Amendment to Lease
dated March 19, 1993.
WHEREAS, the parties desire to amend said Lease as hereinafter set forth
below.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereby agree as follows:
1. The Tenant agrees to lease the adjoining premises previously occupied by
America China, which premises are hereinafter called the "Additional
Premises".
2. The term of the Lease for the Additional Premises shall commence on January
1, 1995, and expire March 31, 2000.
3. For the Period of January 1, 1995 to March 31, 2000, the annual base rental
for the Additional Premises shall be TWENTY-NINE THOUSAND SEVEN HUNDRED
($29,700.00) DOLLARS payable in equal monthly installments of TWO THOUSAND
FOUR HUNDRED SEVENTY-FIVE ($2,475.00) DOLLARS.
4. The Tenant's pro rata share for the Additional Premises shall be THREE
POINT SIX SEVEN (3.67%) PERCENT thereby increasing the definition of pro
rata share as set forth in paragraph 34.04 of the original Lease Agreement
to THIRTY-NINE POINT ZERO ONE (39.01%) PERCENT.
5. The Landlord agrees to complete at its sole cost and expense the following,
subject to Township approval:
A. Create two (2) openings approximately twenty (20') feet in width
between the existing premises and the Additional Premises.
B. Install gas heat in the Additional Premises.
6. The Tenant agrees to pay TWO THOUSAND FOUR HUNDRED SEVENTY-FIVE ($2,475.00)
DOLLARS as additional security deposit, as provided in Section 38.01, Paragraph
D, of the Addendum to Lease, payable upon execution of this Amendment to Lease.
7. If Landlord shall be unable to give possession of the Premises on the date
of commencement of the Term, because of the holding-over or retention of
possession of any Tenant, undertenant or occupants, or because of the face that
a Certificate of Occupancy for the Premises has not been procured, or for any
other reason not within Landlord's control, then, and in any of such events,
Landlord shall not be subject to any liability for failure to give possession on
said date, and the validity of this Lease shall not be impaired under such
circumstances, nor shall the same be construed in any vise to extend the Terms,
but the rent payable hereunder shall be abated (provided Tenant is not
responsible for the inability to obtain possession) until after Landlord shall
have given Tenant written notice that the Premises are substantially ready
for Tenant's occupancy.
8. The Tenant agrees that the Landlord has fulfilled all of its obligations
under the Lease Agreement and Amendments to Lease, and the Tenant has no claims
whatsoever against the Landlord.
9. All other terms and conditions of the original Lease Agreement and
Amendments to Lease (except as modified herein) are incorporated by reference
herein, shall apply to the Additional Premises and shall remain in full force
and effect.
IN WITNESS WHEREOF THE PARTIES HERETO AND HEREUNTO SET THEIR HANDS AND
SEALS THIS 31st DAY OF OCTOBER, 1994.
LANDLORD: TENANT:
[ILLEGIBLE SIGNATURE] [ILLEGIBLE SIGNATURE]
----------------------------------- ---------------------------------
Triangle Fidelco Industrial Center Hawk Industries, Inc.
FOURTH AMENDMENT TO LEASE
BETWEEN
TRIANGLE FIDELCO INDUSTRIAL CENTER
AND
HAWK INDUSTRIES, INC.
FOURTH AMENDMENT TO LEASE made this 19th day of March, 1993 by and between
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD), 000 Xxxxxxxx Xxxxxx, Xxxxx #0,
Xxxxxxxx, Xxx Xxxxxx and HAWK INDUSTRIES, INC. (TENANT) 000 XXXXXX XXX., XXXX.
#0 XXX XXXXXXXXX, XX 00000.
WHEREAS, the parties hereto have hereunto entered into a Lease Agreement,
an Amendment to Lease, a Second Amendment to Lease all dated March 2, 1990, and
a Third Amendment to Lease dated October 31, 1991.
WHEREAS, the parties desire to amend said Lease as hereinafter set forth
below.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereby agree as follows:
1. The Tenant agrees to lease the adjoining premises previously occupied by
RAK Industries, which premises are hereinafter called the "Additional Premises".
2. The term of the Lease for the Additional Premises shall commence on April
1, 1993 and shall expire on March 31, 2000.
3. For the period of April 1, 1993 - March 31, 2000 the annual base rental for
the Additional Premises shall be FIFTY FOUR THOUSAND DOLLARS ($54,000.00)
payable in equal monthly installments of FOUR THOUSAND FIVE HUNDRED DOLLARS
($4,500.00).
4. The Tenant's pro rata share for the Additional Premises shall be SIX POINT
SIX SEVEN PERCENT (6.67%), thereby increasing the definition of pro rata share
as set forth in paragraph 34.04 of the original lease agreement to THIRTY FIVE
POINT THREE FOUR PERCENT (35.34%).
5. The Landlord agrees to complete at its sole cost and expense the following,
subject to Township approval:
A. Install three (3) new tailboard loading doors. Said installation to
include excavation, paving, doors, dockseals, and bumpers. Install dockseals on
remaining two (2) loading doors.
B. Create an opening approximately forty (40) feet in width between the
back premises and the Additional Premises, and demolish approximately seventy-
five (75) feet of wall between the original premises and the Additional
Premises, starting at front wall of premises.
C. Block up one (1) existing overhead door and six (6) office windows in
the additional premises. Tenant agrees that the Landlord shall be allowed to
leave the existing overhead door in place.
D. Demolish the existing office space in the additional premises,
including all bathrooms.
E. Patch existing holes in the floor adjacent to the existing loading
doors.
6. The Tenant agrees to pay FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00) as
additional security deposit, as provided in Section 38.01, Paragraph D, of the
Addendum to Lease, payable upon execution of this Amendment to Lease.
7. The Tenant agrees that the Landlord has fulfilled all of its obligations
under the Lease Agreement and the Tenant has no claims whatsoever against the
Landlord.
8. All other terms and conditions of the original Lease Agreement and
Amendments to Lease (except as modified herein) are incorporated by reference
herein, shall apply to the Additional Premises and shall remain in full force
and effect.
IN WITNESS WHEREOF THE PARTIES HERETO AND HEREUNTO SET THEIR HANDS AND
SEALS THIS 19TH DAY OF MARCH, 1993.
[ILLEGIBLE SIGNATURE]
-----------------------------------------------------
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
-----------------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
THIRD AMENDMENT TO LEASE
BETWEEN
TRIANGLE FIDELCO INDUSTRIAL CENTER
AND
HAWK INDUSTRIES, INC.
THIRD AMENDMENT TO LEASE made this 31st day of OCTOBER, 1991 by and between
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD), 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxx Xxxxxx and HAWK INDUSTRIES, INC. (TENANT) Suite 1010, 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000.
WHEREAS, the parties hereto have entered into a Lease Agreement, an
Addendum to Lease, and a Second Addendum to Lease all dated March 2, 1990, and
WHEREAS, the parties desire to amend the Lease as hereinafter set forth
below,
NOW; THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereby agree as follows:
1. The Tenant agrees to lease the adjoining premises previously occupied by LC
& S Motor Freight, which premises are hereinafter called the "Additional
Premises".
2. The term of the Lease for the Additional Premises shall commence on
December 1, 1991 and shall expire on March 31, 2000.
3. For the period of December 1, 1991 - March 31, 2000 the annual base rental
for the Additional Premises shall be SEVENTY THOUSAND TWO HUNDRED DOLLARS
($70,200.00) payable in equal monthly installments of FIVE THOUSAND EIGHT
HUNDRED FIFTY DOLLARS ($5,850.00).
4. The Tenant's pro rata share for the Additional Premises shall be EIGHT
POINT SIX SEVEN PERCENT (8.67%), thereby increasing the definition of pro rata
share as set forth in paragraph 34.04 of the original lease agreement to TWENTY
EIGHT POINT SIX SEVEN PERCENT (28.67%).
5. The Landlord agrees to complete at its sole cost and expense (except as
amended in paragraph 6 below), the following:
A. Install three (3) new tailboard loading doors. Said installation to
include excavation, paving, dock seals, and bumpers.
B. Remove the existing front office space so as to create the three doors
called for in paragraph A Above.
C. Create two (2) openings each approximately twenty (20) feet in width
between the original premises and the additional premises.
D. Block up six (6) existing overhead doors and three (3) office windows
in the additional premises. Tenant agrees that the Landlord shall be allowed to
leave the existing overhead doors in place.
E. Demolish the existing office space in the additional premises. The
Landlord and Tenant agree that the existing bathrooms and one (1) office shall
remain.
F. Paint the first floor of the existing structural bathroom and lunch
room in the additional premises.
6. The Tenant agrees to contribute ONE THOUSAND EIGHT HUNDRED DOLLARS
($1,800.00) toward the cost of said construction, payable upon execution of this
Amendment to Lease.
7. The Tenant agrees to pay FIVE THOUSAND EIGHT HUNDRED FIFTY DOLLARS
($5,850.00) as additional security deposit, as provided in Section 38.01,
Paragraph D, of the Addendum to Lease, payable upon execution of this Amendment
to Lease.
8. Notwithstanding the provisions of Section 38.01, Paragraph C of the
Addendum to Lease, if the Tenant exercises its First Option to Extend, pursuant
to Paragraph 39.01 of the original lease, then in that event, the Tenant's
right to expand shall be extended to March 31, 2005.
9. In the event the Tenant exercises its Option to extend pursuant to Section
39.01 of the original lease, the annual base rental for the original premises
and the Additional Premises shall be: TWO HUNDRED SEVENTY NINE THOUSAND FIVE
HUNDRED DOLLARS ($279,500.00) payable in equal monthly installments of TWENTY
THREE THOUSAND TWO HUNDRED NINETY ONE DOLLARS AND SIXTY SEVEN CENTS ($23,291.67)
plus $3.25 per square foot net net net for any space hereinafter leased by the
Tenant pursuant to this lease agreement.
10. The Landlord grants to the Tenant a second FIVE (5) year option to renew
the Lease, as amended, under the following terms and conditions:
A. The Tenant shall not be in default of any of the terms and conditions
of the original Lease or any Addendum or Amendment to Lease.
B. The Second Option period shall commence on April 1, 2005 and expire on
March 31, 2010.
C. Base Rental for the Second Option period for the original premises and
the Additional Premises shall be THREE HUNDRED FORTY FOUR THOUSAND DOLLARS
($344,000.00) payable in equal monthly installments of TWENTY EIGHT THOUSAND SIX
HUNDRED SIXTY SIX DOLLARS AND SIXTY SEVEN CENTS ($28,666.67). However, if the
Tenant shall have exercised its right to expand hereafter, and shall be in
possession of additional space under this lease agreement as amended, then its
rental for the second option shall be the rental stated herein plus $4.00 per
square foot net net net for any space hereinafter leased by the Tenant pursuant
to this lease agreement.
D. Notice of intent to exercise said option must be given to and received
by the Landlord in writing, by Certified Mail, Return Receipt Requested, no
later than ONE HUNDRED EIGHTY DAYS (180) days prior to the expiration date of
the First Option to extend.
E. All other terms and conditions of the original Lease, Addenda to
Lease, and Amendments to Lease, shall continue to apply during the Second Option
period, except for the Tenant's right to expand as called for in Section 38.01,
and as amended in Paragraph 8 above.
11. The Tenant agrees that the Landlord has fulfilled all of its obligations
under the Lease Agreement and the Tenant has no claims whatsoever against the
Landlord.
12. All other terms and conditions of the original Lease Agreement and Addenda
to Lease (except as modified herein) are incorporated by reference herein, shall
apply to this Third Amendment to Lease, and shall remain in full force and
effect, including without limitation section 38.01 of the original lease as
amended in paragraph 8 above.
The above agreed to by:
[ILLEGIBLE SIGNATURE]
-------------------------------------------------
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
-------------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
10/31/91
--------------------------------------------------
DATE
ADDENDUM TO LEASE
-----------------
Section 38.01. Option to Expand. Notwithstanding anything to the contrary
----------------
herein contained Landlord agrees that it shall notify the Tenant of any
impending vacancy within the building located at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, XX.
Tenant shall have SEVEN (7) days from Landlord's notification to provide
written notice of its intention to occupy said vacancy at the rate of $2.70 per
square foot net net net (i.e. tenants paying all expenses associated with its
use and occupancy of the premises) under the following terms and conditions:
A. Tenant shall not be in default of any of the terms and conditions of the
original Lease Agreement including but not limited to payment of basic and all
additional rentals.
B. Any additional premises occupied by the Tenant shall be occupied in an "as
is" condition, except that Landlord agrees to provide the premises in a broom
swept clean condition, and fill in any large holes in the floor.
C. This option to expand shall only be in effect through March 31, 2000.
Tenant shall have no right to expand pursuant to the terms of this Paragraph
38.01 during the option period as called for in Paragraph 39.01 in this Lease or
during any time that the Tenant occupies any portion of the property thereafter
except: Window. This eliminates T's R+ to expand after year 15
D. Tenant shall at the time that it exercises said option to expand, pay to
the Landlord an additional security deposit equivalent to ONE (1) month's rent
on the additional space, to be held by the Landlord in accordance with Paragraph
25.01 hereof.
E. It is understood that this option to expand is given only to Hawk
Industries, Inc. for their exclusive use and occupancy. Under no condition shall
the Tenant have the right to sublease or assign the right to occupy any
additional space.
F. Under no circumstances shall the SEVEN (7) day notification period called
for in this Paragraph 38.01 be extended.
G. All other terms and conditions of the original Lease shall remain in full
force and effect and shall apply to any additional space occupied by the Tenant,
except as modified in this Paragraph 38.01.
Section 39.01. Option to Extend. The Landlord grants to the Tenant ONE (1)
----------------
FIVE (5) year option to renew the lease under the following terms and
conditions:
1. Tenant is not in default of any of the terms and conditions of the original
Lease.
2. Option period shall commence April 1, 2000 and expire on March 31, 2005.
3. Rental for the option period shall be:
For the period April 1, 2000-March 31, 2005 annual base rental shall be ONE
HUNDRED NINETY FIVE THOUSAND DOLLARS ($195,000.00) payable in equal monthly
installments of SIXTEEN THOUSAND TWO HUNDRED FIFTY DOLLARS ($16,250.00).
4. Notice of intent to exercise said option must be given to the Landlord in
writing, by Certified Mail, Return Receipt Requested, no later than ONE HUNDRED
EIGHTY DAYS (180) days prior to the expiration of the original Lease Agreement.
5. Notwithstanding anything to the contrary herein contained, in the event
Tenant has exercised its option to expand as called for in Paragraph 38.01
above, this option to extend shall apply to any additional space that the Tenant
has taken occupancy of. In that event, the base rental shall be adjusted so as
to accurately represent a base rental of $3.25 per square foot net net net for
all space occupied by the Tenant.
6. All other terms and conditions of the original Lease Agreement shall
prevail during the option period with the exception of Section 38.01.
THE ABOVE AGREED TO BY:
[ILLEGIBLE SIGNATURE]
--------------------------------------------------
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
--------------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
TRIANGLE FIDELCO INDUSTRIAL CENTER
AND
HAWK INDUSTRIES INC.
1. Landlord represents that the following additional rental charges currently
total approximately for the entire building:
Area Lighting ................... $ 251.15/month
Outside Maintenance.............. 1,267.83/Month
Disposal......................... 269.19/month
Alarm............................ 909.67/month
Sprinkler........................ 183.21/month
Water............................ 1,541.29/month
Snow............................. 964.00/year
2. Section 4.03 is amended to provide for the Tenant paying its prorata share
of taxes thirty (30) days in advance of the Landlord's quarterly payment to the
City of New Brunswick.
3. Section 5.03. Notwithstanding anything to the contrary herein contained,
Landlord agrees that the Tenant shall not be liable for any unreasonable
increase in insurance occasioned by other Tenants' action.
4. Section 9.01. Notwithstanding anything to the contrary herein contained,
Landlord agrees that it shall make necessary structural repairs to the floors
and walls and to the roof so as to keep it reasonably free from leaks.
5. Section 15.01. Notwithstanding anything to the contrary herein contained,
it is understood that Tenant shall have the right to assign or sublet its
premises without any requirement of consent of Landlord subject to the
provisions of Section 15.03 of this Lease. Tenant shall also have the right to
assign or sublet its premises to its parent, subsidiaries or affiliates.*
6. Paragraph 7 of the Environmental Rider is omitted and replaced with the
following:
Landlord indemnifies and holds Tenant harmless against any loss, cost, or
expense with respect to any environmental matters, Hazardous Discharge or like
items, arising out of or relating to conditions existing prior to the date of
Tenant's occupancy or caused by Landlord or other tenants.
7. Landlord will remove all spikes in floor around the loading bay doors.
8. Landlord represents that it has not had any Hazardous Discharge or
environmental complaints relating to the demised premises.
* Unless the subtenant's operation at the premises is involved in
manufacturing of any kind except apparel, in which case the Landlord's
consent shall be required which consent shall not be unreasonably withheld.
Tenant shall not be allowed to sublease to any tenant whose operation at
the premises significantly involves hazardous materials without Landlord's
consent which shall not be unreasonably withheld.
THE ABOVE AGREED TO BY:
[ILLEGIBLE SIGNATURE]
----------------------------------------------
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
----------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
THIS LEASE, dated the 2nd day of March, 1990, between TRIANGLE FIDELCO
INDUSTRIAL CENTER, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxxxx 00000
(hereinafter designated as "Landlord"), and HAWK INDUSTRIES, INC., Suite 1010,
000 Xxxx 00xx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000 (hereinafter designated as
"Tenant").
W I T N E S S E T H :
ARTICLE 1
Demise and Premises
-------------------
Section 1.0. Demise and Premises. Landlord does hereby demise and lease
-------------------
to Tenant, and Tenant does hereby take and hire from Landlord, those premises
described as follows: Portion of premises known as Unit 8 at 690 Jersey Avenue,
new Brunswick, New Jersey, more accurately described in Schedule A attached.
TO HAVE AND TO HOLD for the Term, as defined herein, and subject to the
terms, covenants and conditions herein contained, which each of the parties
hereto expressly covenants and agrees to keep, perform and observe.
Article 11
Term
----
Section 2.01. Term. The term of this Lease (herein the "Term") shall be
----
for a period of TEN (10) years commencing on April 1, 1990 and expiring on March
31, 2000. Landlord hereby gives permission to the Tenant to occupy the premises
upon execution of the Lease until April 1, 1990 at no rental under the following
terms and conditions: (1) All other terms and conditions of the within Lease
shall apply to the early occupancy period. (2) Tenant shall not interfere with
the Landlord's work to be done. (3) Providing Tenant has paid its security
deposit (as per Section 25.01 of the within Lease) and first month's rent.
Section 3.01. Rent During Term ("Basic Rent"). Landlord reserves and
-------------------------------
Tenant covenants to pay to Landlord, without demand or notice, and without any
set-off or deduction, a net basic rental therein the "Basic Rent" of
For the period of April 1, 1990-March 31, 2000 annual base rental shall be ONE
HUNDRED SIXTY TWO THOUSAND DOLLARS ($162,000.00) payable in equal monthly
payments of THIRTEEN THOUSAND FIVE HUNDRED DOLLARS ($13,500.00).*
Section 3.02. Payment of Rent. The Basic Rent and all additional rents and
---------------
monies payable to Landlord under this Lease shall be paid at the above address
of Landlord or at such other address as may be specified by Landlord from time
to time by notice given to Tenant. Said rent shall be due and payable on or
before the first of each and every month during the entire term of this Lease
Agreement.
Additional rentals required by the Lease may be paid by Tenant, at the
Landlord's option, in monthly installments in such amounts as are estimated and
billed by Landlord at the beginning of a twelve (12) month period commencing and
ending on dates designated by Landlord, each such installment being due on the
first (1st) day of each month.
* except that the monthly payments for the each of the months of April 1999
through March 2000 shall be $12,666.67.
on improvements in accordance with provisions of the financial agreement
pursuant to NJSA 40:55C-40, ET. SEQ. between the City of New Brunswick and
Triangle Fidelco Industrial Center Urban Renewal Limited Partnership attached
hereto as Schedule C.
ARTICLE IV
Taxes and Impositions
----- --- -----------
Section 4.01. Real Estate Taxes and Impositions. As additional rent
hereunder, Tenant shall reimburse to Landlord upon demand or in accordance with
Section 4.03 hereinbelow, at the Landlord's option, Tenant's Pro Rata Share (as
defined hereafter) of the Real Property Taxes (as defined hereinbelow) and
assessments (whether special, for improvements or otherwise) levied or assessed
against the land and building owned by the Landlord and of which the premises
form a part. Landlord represents that the current taxes on the property are
$130,548.36.*
Section 4.02. Definition. The term "Real Property Taxes" means all real
----------
property taxes currently in existence on the land and buildings of which the
Premises are part, together with any and all taxes or imposts which may at some
future time be levied by any governmental entity in total or partial
substitution for current real property taxes, including, without limiting the
generality thereof, personal property taxes, rental gross receipt taxes,
leasehold improvement taxes, use and occupancy taxes and excise taxes.
Section 4.03. Payment. Upon notice by the Landlord, Tenant shall deposit
-------
monthly, at the same time and place as the payment of Basic Rent, an amount
equal to one-twelfth (1/12) of the Landlord's reasonable estimate of Tenant's
Pro Rata Share of the annual Real Property Taxes and assessments for the tax
fiscal year. Any over-payment of the Tenant's Pro Rata Share of such increase in
Real Property Taxes and assessments for any tax fiscal year shall be credited to
rent thereafter due and payable, and any balance of such increase not covered by
the monthly deposits shall be paid by the Tenant within ten (10) days of the
Landlord's demand therefor. Any interest earned on the escrow deposits payable
hereunder shall be and remain the property of the Landlord.
Section 4.04. Apportionment During First and Last Year of Term. The amount
-------------
of Real Property Taxes and assessments payable by Tenant during any partial
calendar year during the Term shall be apportioned between Landlord and Tenant
in accordance with the portion of the tax year within the Term.
ARTICLE V
Insurance
---------
Section 5.01. Tenant's Insurance. Throughout the Term, Tenant shall:
-------- ---------
a. obtain and maintain in force Workmen's Compensation Insurance as
required by law;
b. maintain Public Liability Insurance (issued by an insurance
company licensed to do business in New Jersey and reasonably acceptable to
Landlord) covering the Premises in minimum limits of TWO MILLION
($2,000,000.00) DOLLARS per accident or occurrence for Personal Damage, and
FIVE HUNDRED THOUSAND ($500,000) DOLLARS for Property Damage which
insurance shall name Landlord and the holder(s) of any mortgage(s)
affecting the Premises as additional assureds thereunder, and
c. maintain Fire and Extended Coverage on Tenant's personal
property on the Premises and on any leasehold improvements which may be
placed on or affixed to the Premises by Tenant.
Section 5.02. Policies. Tenant shall at all times during the Term maintain
--------
in full force and effect and on deposit at Landlord's office a certificate of
insurance or a duplicate original of the insurance policy, together with
evidence of payment of premium. Any such policy shall provide that it shall not
be cancellable without at least ten (10) day's, prior written notice to
Landlord. If Tenant shall default in maintaining such insurance, Landlord may,
at its option and without waiving any of Landlord's rights hereunder or
releasing Tenant from any obligation hereunder, procure such insurance, and
Tenant shall, on demand, reimburse Landlord, as additional rent, for the cost
thereof with interest at the Lease Interest Rate (as hereinafter defined).
-2-
Section 5.03. Landlord's Insurance. Landlord shall maintain fire and
---------------------
extended coverage and general liability insurance on the building of which the
Premises are a part. Tenant shall not keep anything in the Premises except as
now are hereafter permitted by the Fire Department, Board of Fire Underwriters,
Fire Insurance Rating Organization or other authority having jurisdiction.
Tenant shall pay to the Landlord as additional rent, within ten (10) days of
demand therefore, its Pro Rata Share of the amounts of insurance premiums, and
any expenses related thereto, payable by the Landlord. Tenant shall pay, as
additional rent, all costs, expenses, fines, penalties or damages which may be
imposed upon the Landlord by reason of the Tenant's failure to comply with the
provisions of the this section 5.03. Landlord represents that the current
insurance on the property is $38,717.96.
Section 5.04. Right of Termination. If Landlord shall be unable to procure
---------------------
fire and extended coverage insurance because of Tenant's use of the Premises,
Landlord shall have the right to terminate this Lease upon written notice to
Tenant specifying the reason for such termination and the rent shall be adjusted
between the parties hereto as of the date of termination provided in such
notice.
Section 5.05. Waiver of Subrogation. Landlord hereby releases Tenant from
----------------------
liability for damage or destruction to the land and buildings at which time
Premises are part, and Tenant hereby release Landlord for liability for damages
or destruction to any of its personal property or leasehold improvements,
provided, however, that such releases shall be in force and effect only in
respect of damage or destruction covered by standard policies of fire insurance
with extended coverage (as maintained by the Tenant or Landlord pursuant to the
Lease), and such waivers shall be in effect solely to the extent of proceeds
under any said policy. Tenant and Landlord shall each cause any policies of
insurance maintained by it with respect to the Premises and the personal
property contained therein or appurtenant thereto and with respect to the
building of which the Premises form a part, to contain a waiver by the insurers
of any rights of subrogation. In the event that there is an extra premium for
such waiver, the party benefited by it shall bear the cost.
ARTICLE VI
Lien of Landlord
---- -- --------
[TEXT DELETED]
-3-
ARTICLE VII
Mechanic's Liens
----------------
Section 7.01. Mechanic's Liens Prohibited. Tenant shall not suffer any
mechanic's notice of intention or lien claim to be filed against the Premises by
reason of work, labor, services or materials permitted for or furnished to
Tenant or to anyone holding the Premises, or any part thereof, through or under
Tenant.
Section 7.02. Landlord's Remedy for Tenant's Breach. If Tenant shall fail
-------------------------------------
to remove or discharge any aforesaid mechanic's notice of intention or lien
claim within fourteen (14) days after notice of knowledge of the filing of same,
then in addition to all other rights of Landlord hereunder or by law upon a
default by Tenant, Landlord may, at its option, procure the removal or discharge
of same. Any amount paid by Landlord for such purpose, including all reasonable
attorney's fees and other expenses therefor, together with interest thereon at
the Lease Interest Rate (as hereinafter defined), shall become due and payable
by Tenant to Landlord as additional rent, and in the event of Tenant's failure
to pay therefor within fifteen (15) days after demand, the same shall be added
to and be due and payable with the next month's rent.
ARTICLE VIII
Alterations
-----------
Section 8.01. Alterations. Tenant shall make no changes in or to the
-----------
Premises without Landlord's prior written consent. Subject to the prior written
consent of Landlord, and to the provisions of this Article, Tenant may make
alterations, installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing; and electrical lines, in
or to the interior of the Premises by using contractors or mechanics first
approved in writing by Landlord.* All fixtures, all electrical items and all
panelling, partitions, railings and like installations, installed in the
Premises at any time, either by Tenant or by Landlord in Tenant's behalf, shall
become the property of Landlord and shall remain upon and be surrendered with
the Premises unless Landlord, by notice to Tenant no later than thirty (30) days
prior to the date fixed as the termination of this Lease or before sixty (60)
days after the expiration of this Lease, elects to have them removed by Tenant,
in which event the same shall be removed from the Premises by Tenant forthwith.
Nothing in this Article shall be construed to prevent Tenant's removal of trade
fixtures, but upon removal of any such trade fixtures from the Premises or upon
removal of other installations as may be required by Landlord, Tenant shall
immediately and at its expense repair and restore the Premises to the condition
existing prior to installation, and shall repair any damage to the Premises on
the building due to such removal. All property permitted or required to be
removed by Tenant at the end of the Term remaining in the Premises after
Tenant's removal shall be deemed abandoned and may, at the election of Landlord,
either be retained as Landlord's property or may be removed from the Premises by
Landlord at Tenant's expense, which right of Landlord shall survive expiration
of this Lease. Tenant shall, before making any alterations, additions,
installations or improvements, obtain all permits, approvals and certificates
required by any governmental or quasi-governmental bodies and (upon completion)
certificates at final approval thereof and shall promptly deliver duplicates of
all such permits, approvals and certificates to Landlord; and Tenant agrees to
carry such Xxxxxxx'x Compensation, General Liability, Personal and Property
Damage Insurance as Landlord may reasonably require. Tenant agrees to obtain and
deliver to Landlord, written and unconditional waivers of mechanic's liens upon
the real property in which the Premises are located, for all work, labor and
services to be performed and materials to be furnished in connection with such
work, signed by all contractors, sub-contractors; materialmen and laborers to
become involved in such work. The work shall be done in a good and workmanlike
manner and in compliance with all applicable laws, ordinances, codes,
governmental rules, regulations and requirements, and in accordance with the
standards, if any, of the Board of Fire Underwriters, or other organizations
exercising the functions of a board of fire underwriters the jurisdiction of
which includes the Premises.
* Notwithstanding Landlord agrees that its consent shall not be required for any
non-structural alterations which amount to less than $15,000.00.
-4-
it shall maintain a service contract on the existing heating system. Landlord
agrees that Tenant shall be responsible for the first $7,500.00 per year towards
the cost of the replacement for any aspects of the heating and plumbing systems.
Landlord agrees that it shall be responsible for any amount over and above the
$7,500.00 per year figure. However, ARTICLE IX it is specifically understood
that Landlord shall in no event be responsible for any costs associated with the
Tenant's neglect or misuse of the heating and plumbing Repairs systems.
-------
Section 9.01. Repairs. Landlord shall make the necessary structural
-------
repairs to the roof and walls of the building of which the Premises are a part
(such obligation not to include operating parts such as overhead ducts or fans
or skylights). Except for the above and for what may other-wise be specifically
provided for in this Lease, Tenant shall be responsible for all maintenance and
repairs of and to the Premises, including but not limited to the following
responsibilities: Tenant shall take good care of the Premises and the fixtures,
appurtenances and systems in or affecting the Premises (including but not
limited to plumbing, sewers, gutters, downspouts, doors, painting, windows,
electrical heating and sprinkler and air conditioning, if any, except components
thereof servicing the entire building of which the Premises are a part, such as
main power lines, water mains and general sewer lines), and shall make all
repairs thereto or replace as and when needed to preserve them in good working
order and condition, and shall maintain the premises in a clean, neat condition,
and Landlord shall maintain the parking area and other outside portions of the
Premises, including but not limited to landscaping, all necessary removal of
snow, ice and debris, and maintenance of lawns, shrubbery and entranceways and
Tenant shall pay its pro rata of same. Tenant shall not permit or suffer the
Premises to fall to such low temperature as would cause freezing of the water
lines or sprinkler servicing the Premises; and, in default hereof, Tenant shall
promptly effect and pay for all repairs the need for which shall arise from such
freezing, and shall hold Landlord harmless from any loss, damage or liability
caused by or arising out of such freezing. Notwithstanding anything above to the
contrary, all damage or injury to the Premises or to any other part of the said
building, or to its fixtures, equipment and appurtenances, whether requiring
structural or non-structural repairs caused by or resulting from carelessness,
omission, neglect or improper conduct of Tenant, its servants, employees,
invitees or licensees, shall be repaired promptly by Tenant at its sole cost and
expense, to the reasonable satisfaction of Landlord and in accordance with
Section 8.01 hereinabove. Tenant shall also repair all damage to the Premises
and to the building of which the Premises are part, caused by the moving of
Tenant's fixtures, furniture or equipment. All the aforesaid repairs shall be of
quality or class at least equal to the original work or construction. If Tenant
fails after ten (10) days notice to proceed with due diligence to make repairs
required to be made by Tenant, the same may be made by Landlord, at Landlord's
option (in which event Landlord shall not be liable for any injury to persons,
damage to property or loss of business arising out of the making of such
repairs) at the expense of Tenant, and the expenses thereof incurred by Landlord
(together with interest at the Lease Interest Rate, as hereinafter defined)
shall be collectible as additional rent with ten (10) days of demand therefor.
There shall be no allowance to Tenant for a diminution of rental value and no
liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from the making or failing to make by Landlord,
Tenant or others, of any repairs, alterations, additions or improvements in or
to the fixtures, appurtenances or equipment thereof.
ARTICLE X
Damage to Premises
------ -- --------
Section 10.01. Notice. If the Premises or any part thereof shall be
------
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord, and this Lease shall continue in full force and effect except as
hereinafter set forth.
Section 10.02. Partial Damage. Subject to Section 10.03 hereinbelow, if
------- ------
Premises are partially damaged or rendered partially unusable by fire or other
casualty, the damages thereto shall be repaired by Landlord with all reasonable
expedition, subject to delays due to adjustment of insurance
Section 10.03. Substantial Damage. If the Premises are substantially
----------- ------
damaged or rendered wholly unusable or (whether or not the Premises are damaged
in whole or in part) if the building of which the Premises are part shall be so
damaged as, in Landlords's reasonable judgement, practically to require
demolition
Notwithstanding the above, if there is a partial taking of condemnation
totaling 25% or more of the premises, Tenant shall have the right to cancel this
Lease.
or rebuilding thereof, then, in any of such events, Landlord may elect to
terminate this Lease by written notice to Tenant given within one hundred eighty
(180) days after such fire or casualty specifying a date for the expiration of
this Lease, which date shall not be more than sixty (60) days after the giving
of such notice, and upon the date specified in such notice the Term shall expire
as fully and completely as if such date were the date set forth above for the
expiration of this Lease, and Tenant shall forthwith quit, surrender and vacate
the Premises, without prejudice, however, to Landlord's rights and remedies
against Tenant under provisions of this Lease in effect prior to such
termination, and any rent owing shall be paid up to such date, and any payments
of rent made by Tenant which were on account of any period subsequent to such
date shall be returned to Tenant. Unless Landlord shall serve a termination
notice as provided for herein, Landlord shall make the repairs and restorations
with all reasonable expedition subject to delays due to adjustment of insurance
claims, labor troubles and causes beyond Landlord's control, and this Lease
shall continue in full force and effect. Notwithstanding anything to the
contrary herein contained, in the event the Landlord elects to rebuild the
premises, this Lease shall continue in full force and effect except that, it is
understood that there shall be a prorata abatement of rent for any period of
time during which the Premises shall be in a damaged condition, whether or not
the Premises shall be partially or wholly unusable.
Section 10.04. Tenant's Property. Tenant acknowledges that Landlord will
-------- --------
not carry insurance on Tenant's furniture and/or furnishings or any fixtures or
equipment, improvements or appurtenances removable by Tenant and agrees that
Landlord will not be obligated to repair any damage thereto or replace same.
Section 10.05. Mortgages. It is understood and agreed that the provisions
---------
of this Article X are subject to the rights of mortgagees at Landlord's interest
in the land and buildings of which the Premises are part.
ARTICLE XI
Eminent Domain
------- ------
Section 11.01. Total Taking. In the event that any public authority or
----- ------
agency holding the power of eminent domain under applicable law shall at any
time during the Term condemn, or acquire title in lieu of condemnation to, all
or substantially all of the Premises, this Lease shall terminate and expire as
of the date upon which title shall vest in such authority, and Tenant shall pay
rent only to the time of such vesting of title.
Section 11.02. Partial Taking. If there shall be only a partial taking or
------- ------
condemnation as aforesaid totalling one-third (1/3) or less of the building of
which the Premises are part and which shall not substantially prevent Tenant's
use of the Premises for purposes of its business, this Lease shall thereafter
continue as to the untaken part and Tenant shall be entitled to a reduction
in the Basic Rent in such proportion as Landlord shall reasonably deem fair and
equitable.
Section 11.03. Restoration by Landlord. If there shall be a partial
----------- -- --------
taking and this Lease shall continue as to the remaining part of the Premises,
Landlord, at its own expense and as promptly as practicable, shall restore such
remaining part as nearly as may be practicable to its former condition, but only
upon receipt of, and to the extent of, the condemnation award made on account of
such partial taking.
Section 11.04. Award to Landlord. Landlord reserves the exclusive right
----- -- --------
to negotiate with the condemning authority with respect to any proposed
condemnation award, and all damages and compensation paid for the taking under
the power of eminent domain, whether for the whole or a part of the Premises and
whether by agreement or award, shall belong to and be the property of Landlord.
Tenant hereby releases and disclaims any interest or right whatsoever in the
award or compensation offered or paid by the condemning authority to the
Landlord for the loss of the fee. There is expressly excluded from any right of
compensation to the Tenant, and the Tenant expressly waives, any claim against
the condemning authority for diminution in the value of the leasehold.
Section 11.05. Awards Pursuant to Relocation Assistance Act.
------ -------- -- ---------- ---------- ---
Notwithstanding the provisions of Section 11.04, there is expressly reserved to
Tenant the right to recover against the condemning authority for its actual
reasonable expenses in moving its business from the Premises and its actual
direct losses
-6-
in tangible personal property by virtue of the taking, all as contemplated in
the Relocation Assistance Act (R.S. 20:4-1 et seq.), and the rules and
-- ---
regulations adopted thereunder.
Section 11.06. Notice to Tenant. Landlord shall give prompt notice to
----------------
Tenant of any eminent domain proceedings with respect to the Premises.
ARTICLE XII
Notices
-------
Section 12.01. Notices. Every notice or demand required or permitted
-------
under this Lease shall, unless otherwise specifically provided herein, be given
in writing and shall either be personally delivered to a principal of Landlord
or Tenant, as the case may be, or sent by United States certified mail, return
receipt requested, addressed by the party giving, making or sending the same to
the other at the other's address first above given, or to such other address as
either party may designate from time to time by a notice given to the other
party. All mailed notices shall be effective upon mailing.
ARTICLE XIII
Memorandum of Lease
-------------------
Section 13.01. Memorandum of Lease. Tenant shall not record this
-------------------
Lease, but if either party should desire to record a short form Memorandum of
Lease setting forth only the parties, the Premises and the Term, such Memorandum
of Lease shall be executed, acknowledged and delivered by both parties upon
notice from either party.
ARTICLE XIV
Use
---
Section 14.01. Use. The premises shall be used and occupied by Tenant
---
for warehousing and distribution of apparel and other items* commonly sold in
department stores and for no other purpose. Tenant's use of the Premises shall
be in compliance with all applicable governmental laws, rules and regulations
and ordinances, and other applicable codes including but not limited to the
requirements of the Occupational Safety and Health Administration and of any
board of fire underwriters or like organization having jurisdiction over the
Premises. Tenant shall not store, warehouse, handle or in any other way use
highly flammable material or red label items anywhere on the Premises.
* sold in department stores
ARTICLE XV
Assignment, Subletting, etc.
---------------------------
Section 15.01. Assignment, Subletting, etc. Tenant shall not sell,
---------------------------
assign, mortgage, pledge or, in any manner, transfer or encumber this Lease or
any estate or interest hereunder, or sublet the Premises or any part thereof,
without the previous written consent of Landlord.** In any of the events
aforesaid, Tenant nevertheless shall remain primarily liable for the payment of
the Basic Rent and all additional rents, and for the performance of Tenant's
other covenants and obligations hereunder. No consent to any assignment of this
Lease or subletting of any or all of the premises shall be deemed or be
construed as a consent by Landlord to any further or additional assignment or
subletting. In the event of an assignment of this lease, the assignee shall
assume, by written recordable instrument reasonably satisfactory to Landlord,
the due performance of all of Tenant's obligations under this Lease. No
assignment shall be valid or effective in the absence of such assumption. A true
copy of such assignment and the original assumption agreement shall be delivered
to Landlord within ten (10) days of the effective date of such assignment.
Notwithstanding anything to the contrary herein contained, Landlord hereby gives
its consent for Tenant to sublease the premises to its subsidiaries.
-------------------------
** Said consent not be unreasonably withheld.
- 7 -
notwithstanding anything to the contrary herein contained, Landlord agrees that
if it is unable to give possession of the premises to the Tenant by May 1, 1990,
Tenant shall have the right to cancel this Lease.
Section 15.02. Transfer of Controlling Interest. The above prohibition
--------------------------------
against assignment of this Lease and subletting of the Premises shall be
construed to prohibit any change or series of changes in the controlling
interest of Tenant, whether that change be effected by acquisition, merger,
consolidation, change of controlling interest of stock or partnership interests
or otherwise.
Section 15.03. Recapture of Premises. If at any time during the Term,
---------------------
Tenant shall have received a bona fide offer from a prospective sub-tenant of
the Premises with respect to proposed occupancy as sub-tenant of FIFTY PERCENT
(50%) more of the original Premises, Tenant shall furnish a copy of such offer
to Landlord. In addition to the right to exercise reasonable consent with
respect to the proposed sub-tenancy Landlord shall have the right, by written
notice given to Tenant within ten (10) days of Landlord's receipt of the copy of
such offer, to agree to accept the proposed sub-tenant as a direct tenant of
Landlord. In the event that (i) Landlord shall have given timely notice as
aforesaid to Tenant, (ii) Landlord and the prospective sub-tenant shall have
entered into a written agreement for direct tenancy by such sub-tenant, and
(iii) such sub-tenant shall have entered into occupancy of the Premises and
commenced direct payment of rent to Landlord, then automatically upon the
occurrence of all three such events, Landlord and Tenant hereunder shall be and
become released from any further obligation under the Lease, and the Lease
between Landlord and Tenant hereunder shall be deemed terminated and of no
further force and effect (rental to be adjusted as of the date of termination).
If Landlord shall not have given notice to Tenant within the said ten (10) day
period, Landlord shall be deemed to have waived its right to effect a direct
tenancy with the proposed sub-tenant. It is understood and agreed that neither
party hereto shall be released from its obligations to the other party unless
and until Landlord shall have entered into an agreement in writing as aforesaid
with the proposed sub-tenant and such sub-tenant shall have entered into
occupancy of the Premises and commenced direct payment of rent to Landlord.
Unless and until the said events shall have occurred by virtue of which Landlord
and Tenant shall have been released from their obligations under the Lease, the
Lease shall remain in full force and effect and shall continue to be binding
upon Landlord and Tenant.
ARTICLE XVI
Landlord's Warranty
-------------------
Section 16.01. Warranty. Landlord warrants that has the right to execute
--------
this Lease, and covenants that at the commencement of the Term there will be no
covenants, easements, restrictions or liens which would adversely affect
Tenant's use of the Premises for the purposes permitted hereunder.
Notwithstanding the above, if Landlord shall be unable to give possession of the
Premises on the date of commencement of the Term, because if the holding-over or
retention of possession of any Tenant, undertenant or occupants or because of
the fact that a Certificate of Occupancy for the Premises has not been procured,
or for any other reason not within Landlord's control, then and in any of such
events, Landlord shall not be subject to any liability for failure to give
possession on said date, and the validity of this Lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the Term, but the rent payable hereunder shall be abated (provided Tenant is not
responsible for the inability to obtain possession) until after Landlord shall
have given Tenant written notice that the Premises are substantially ready for
Tenant's occupancy.
ARTICLE XVII
Subordination
-------------
Section 17.01 Subordination to Mortgages. This Lease is hereby made and
--------------------------
shall be subject and subordinate to all mortgages which may now or hereafter
affect the Premises, and to all renewals, modifications, consolidations,
replacements or extensions there. Landlord agrees that it shall use its best
efforts to obtain a non-disturbance agreement on all existing and future
mortgages.
- 8 -
Section 17.02. Tenant's Certificate. Notwithstanding the automatic
--------------------
applicability, as to all current and future mortgages, of the subordination of
this Lease, Tenant shall, upon request of Landlord, execute any instrument which
may be deemed necessary or desirable by Landlord to confirm such subordination
or as otherwise required for mortgage financing or sale of the Premises
including, but not limited to, certified financial statements and estoppel
certificates executed and acknowledged to any mortgagee or purchaser, or any
proposal mortgage lender or purchaser, including but not limited to
certifications that this Lease is in full force and effect or, if not, in what
respect it is not; that this Lease has not been modified, or the extent to which
it has been modified; and that there are no existing defaults hereunder to the
best of Tenant's knowledge, or specifying the defaults, if any. If Tenant fails
to respond after due notice within seven (7) days, it shall automatically
constitute affirmation of the items contained in the estoppel statement.
ARTICLE XVIII
Non-Liability of Landlord
-------------------------
Section 18.01. Non-Liability of Landlord. Landlord agrees to use its best
-------------------------
efforts to relet the premises. Except for Landlord's gross negligence, Landlord
shall not be responsible or liable to Tenant for any loss, damage or injury to
person or property that may be occasioned by the acts or omissions of Landlord
or of persons occupying any space adjacent to or adjoining the Premises, or any
part thereof, including, not in limitation of the foregoing, loss, damage or
injury resulting to Tenant or to any other person or the any property of Tenant
or of any other person, from water, gas, steam, fire or the bursting, stoppage
or leakage of sewer pipes.
ARTICLE XIX
Indemnification of Landlord
---------------------------
Section 19.01. Indemnification of Landlord. Tenant agrees to indemnify and
---------------------------
save Landlord harmless from and against all liability and all loss, cost and
expense, including reasonable attorney's fees and costs, arising out of the
operation, maintenance, management and control of the Premises or in connection
with (a) any injury or damage whatsoever caused to or by any person, including
Tenant, its employees, contractors or agents, or to property, including Tenant's
property, arising out of any occurrence on the Premises; (b) any breach of this
Lease by Tenant; (c) any act or omission of Tenant or of any person on the
Premises, occurring in, on or about the Premises; or [DELETED TEXT]
ARTICLE XX
Defaults and Remedies
---------------------
Section 20.01. Tenant's Defaults. If Tenant defaults in the timely payment
-----------------
of Basic Rent or any additional rent or sum herein reserved, as required in this
Lease, or if Tenant defaults in compliance with any of the other covenants or
conditions of this Lease and fails to cure such default, other than the payment
of Basic Rent or any additional rent or sum herein reserved, within twenty (20)
days after the receipt of notice specifying the default, then at the expiration
of said twenty (20) days, Landlord may (a) cancel and terminate this Lease upon
written notice to Tenant (whereupon the Term shall terminate and expire, and
Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall
remain liable as hereinafter provided); and/or (b) at any time thereafter
re-enter and resume possession of the Premises as if this Lease had not been
made, Tenant hereby waiving the service of any notice of intention to re-enter
or to institute legal proceedings to that end.
-9-
Section 20.02. Re-entry by Landlord. If this Lease shall be
-- ----- -- --------
terminated or if Landlord shall be entitled to re-enter the Premises and
dispossess or remove Tenant under the provisions of Section 20.01 (either or
both of which events are hereinafter referred to as a "Termination"), Landlord
or Landlord's agents or servants may immediately or at any time thereafter re-
enter the Premises and remove therefrom Tenant, its agents, employees, servants,
licensees and any sub-tenants and other persons, firms or corporations, and all
or any of its or their property therefrom, either by summary dispossess
proceedings or by any suitable action or proceeding at law or by peaceable re-
entry or otherwise, without being liable to indictment, prosecution or damages
therefor, and may repossess and enjoy the Premises, including all additions,
alterations and improvements thereto.
Section 20.03. Effect of Termination. In case of Termination, the
------ -- -----------
Basic Rent and all other charges required to be paid by Tenant hereunder shall
thereupon become due and shall be paid by Tenant up to the time of the
Termination, and Tenant shall also pay to Landlord all reasonable expenses which
Landlord may then or thereafter incur as a result of or arising out of a
Termination, including but not limited to court costs, attorneys' fees,
brokerage commissions and costs of terminating the tenancy of Tenant, re-
entering, dispossessing or otherwise removing Tenant, and restoring the Premises
to good order and condition, and from time to time altering and otherwise
preparing the same for re-letting. Upon a Termination, Landlord may, at any time
and from time to time, re-let the Premises, in whole or in part, either in its
own name or as Tenant's agent, for a term or terms which, at Landlord's option,
may be for the remainder of the ten current Term, or for any longer or shorter
period.
Section 20.04. Damages. In addition to the payments required by
-------
Section 20.03 hereinabove, Tenant shall be obligated to, and shall, pay to
Landlord upon demand and at Landlord's option:
[DELETED TEXT]
b. damages (payable in monthly installments), in advance, on the
first day of each calendar month following the Termination, and continuing
until the date originally fixed herein for the expiration of the then
current Term in amounts equal to the excess, if any, of the sums of the
aggregate expenses paid by Landlord during the month immediately preceding
such calendar month for all such items as, by the terms of this Lease, are
required to be paid by Tenant, plus an amount equal to the installment of
Basic Rent which would have been payable by Tenant hereunder in respect to
such calendar month, had this Lease not been terminated, over the sum of
rents, if any, collected by or accruing to Landlord in respect to such
calendar month pursuant to a re-letting or to any holding over by any sub-
tenants of Tenant.
Section 20.05. No Obligation to Re-let. Landlord shall in no event
-- ---------- -- -- ---
be liable for failure to re-let the Premises, or in the event that the Premises,
are re-let, for failure to collect rent due under such re-letting; and in no
event shall Tenant be entitled to receive any excess of the Basic Rent over the
sums payable by Tenant to Landlord hereunder but such excess shall be credited
to the unpaid rentals due hereunder, and to the expenses of re-letting and
preparing for re-letting as provided herein.*
Section 20.06. Successive Suits. Suit or suits for the recovery of
---------- -----
damages hereunder, or for any installments of rent, may be brought by Landlord
from time to time at its election, and nothing herein contained shall be deemed
to require Landlord to postpone suit until the date when the Term would have
expired if it had not been terminated under the provisions of this Lease, or
under any provision of law, or had Landlord not re-entered into or upon the
Premises.
------------------------
* Landlord agrees to use its best efforts to relet the premises
-10-
Section 20.07. Acceleration. Anything to the contrary hereinbefore
------------
notwithstanding. Landlord shall have the option to accelerate all future
rentals due and hold Tenant responsible, in advance, for the aggregate "damages"
(as described in this Article XX) to be suffered by landlord during the
remainder of the then current Term of renewal term, as well as damages covering
any renewal term, the option for which shall have been exercised by the Tenant.
Section 20.08. Late Fee. Landlord, at its option, in addition to any and
---- ---
all remedies available to it, shall have the right to charge legal fees, court
cost necessary to collect late rental and a fee of payment of rent received
later than the seventh (7th) day of the month in which said rent was due, which
fee shall be four (4%) per cent per month in the amount of such overdue rent.
Section 20.09. Waiver of Redemption. Tenant hereby waives all rights of
------ -- ----------
redemption to which Tenant or any person claiming under Tenant might be
entitled, after an abandonment of the Premises, or after a surrender and
acceptance of the Premises and the Tenant's leasehold estate, or after a
dispossession of Tenant from the Premises, or after a termination of this lease,
or after a judgement against Tenant in an action in ejectment, or after the
issuance of a final order or warrant of dispossess in a summary proceeding, or
in any other proceeding or action authorized by any rule of law or statute now
or hereafter in force or effect.
ARTICLE XXI
Bankruptcy
----------
Section 21.01. Bankruptcy, Insolvency, etc. If at any time after the date
---------- ---------- ---
of this Lease (whether prior to the commencement of or during the Term) (a) any
proceedings in bankruptcy, insolvency or reorganization shall be instituted
against Tenant pursuant to any Federal or State law now or hereafter enacted, or
any receiver or trustee shall be appointed of all or any portion of Tenant's
business or property, or any execution or attachment shall issue against Tenant
or any of Tenant's business or property or against the leasehold estate created
hereby, and any of such proceedings, process or appointment be not discharge and
dismissed within thirty (30) days from the date of such filing, appointment or
issuance; or (b) Tenant shall be adjudge a bankrupt or insolvent, or Tenant
shall make an assignment for the benefit of creditors, or Tenant shall file a
voluntary petition in bankruptcy or petitions for (or enters into) an
arrangement or for reorganization, composition or any other arrangement with
Tenant's creditors under any Federal or State law now or hereafter enacted, or
this Lease or the estate of Tenant herein shall pass to or devolve upon, by
operation of law or otherwise, anyone other than Tenant (except as herein
provided), the occurrence of any one of such contingencies shall be deemed to
constitute and shall be construed as a repudiation by Tenant of Tenant's
obligations hereunder and shall cause this Lease ipso facto to be cancelled and
---- -----
terminated, without thereby releasing Tenant; and upon such termination Landlord
shall have the immediate right to re-enter the Premises and to remove all
persons and property therefrom and this Lease shall not be treated as an asset
of Tenant's estate and neither Tenant nor anyone claiming by, through or under
Tenant by virtue of any law or any order of any Court shall be entitled to the
possession of the Premises or to remain in the possession thereof. Upon the
termination of this Lease, as aforesaid, Landlord shall have the right to retain
as partial damages, and not as a penalty, any prepaid rents deposited by Tenant
hereunder, and Landlord shall also be entitled to exercise such rights and
remedies to recover from Tenant as damages such amounts as are specified in
Article XX hereof. As used in this Article XXI, the term "Tenant" shall be
deemed to include Tenant and its successors and assigns and the guarantor(s), if
any, of Tenant's obligations under this Lease.
ARTICLE XXII
Utilities
---------
Section 22.01. Utilities. Except as may otherwise be provided in this
---------
Lease, Tenant shall undertake and be responsible for having all utilities
installed
-11-
and metered in its name in the Premises and agrees to pay, on or before the date
due, all charges for same directly to the respective utility companies. Such
utilities include gas, water, sewer, electricity, heat, power, telephone, A.D.T.
Protective Service (or similar service by another company) or other
communication service or other utility or service used by, or rendered or
supplied to, Tenant at the Premises throughout the Term. Landlord may at its
option furnish any one or more utilities to Tenant, in which event Tenant shall
pay for such utility as metered (or, if not separately metered, shall pay its
Pro Rata Share thereof) as additional rent within ten (10) days of Landlord's
demand therefor from time to time. In no event shall Landlord incur any
liability to Tenant by reason of interruption of any utility service for reasons
beyond the control of Landlord. If Tenant fails to make payment as herein
provided, Landlord may, without further notice, terminate such utility service.
Tenant will thereafter be liable for all costs in connection with termination
and reinstallation of reestablishment of services.
Section 22.02. Electric Current. Tenant's use of electric current shall
----------------
not exceed the capacity of existing feeders to the building or the risers or
wiring installation, and Tenant may not use any electrical equipment which, in
the Landlord's reasonable judgement, will overload such installations or
interfere with the use thereof by other tenants in the building.
ARTICLE XXIII
Access to Premises
------------------
Section 23.01. Landlord's Right of Access. Tenant shall permit Landlord or
--------------------------
its agents to enter the Premises at any time during business hours for the
purpose of inspecting or showing the Premises. Tenant may in no way interfere
with the Landlord's right to inspect. Tenant shall, upon its being given notice
of Landlord's desire or intent to see the Premises and/or within one year prior
to the expiration of the Term or any renewal term, permit the usual notice of
"To Let," "For Rent" and "For Sale" to be placed at reasonable locations on the
Premises and to remain thereon without hindrance and molestation. Landlord shall
also have the right, but not the obligation, to enter the Premises at reasonable
times to run utility, plumbing or sewer lines, conduits, ducts and the like,
over, under or through the Premises, and to make repairs.
ARTICLE XXIV
Signs
-----
Section 24.01. Erection of Signs. Tenant shall have the right, with the
-----------------
prior written consent of Landlord, to erect signs for advertising purposes in
connection with its business at the Premises. All signs shall comply with
applicable governmental rules and regulations, and Tenant shall remove such
signs at the expiration of the Term or sooner termination of this Lease, as the
case may be, and restore area to original condition.
Section 24.02. Repair of Damage. Tenant shall be responsible for any damage
----------------
caused to the Premises by the erection or maintenance on the Premises of said
signs, and any damage so caused shall be repaired forthwith at Tenant's sole
cost and expense. In the event any sign erected by Tenant is removed during the
Term or at the expiration or earlier termination thereof, Tenant shall, at its
sole cost and expense, repair any damage whatsoever caused by the removal.
ARTICLE XXV
Security Deposit
----------------
Section 25.01. Security Deposit. Tenant has this day deposited with
----------------
Landlord the sum of TWENTY THOUSAND DOLLARS ($20,000.00)------------------------
as security for the payment of the rent due
hereunder and the full and faithful performance by Tenant of the covenants and
conditions on the part of Tenant to be performed. Sold sum shall be returned to
Tenant, without interest, after the expiration of the Term, provided that Tenant
has fully and faithfully performed all such covenants and conditions and is not
in arrears in rent. Landlord may, if it so elects, have recourse to such
security to make good any default by Tenant, in which event Tenant shall, on
demand, promptly restore said security to its original amount. Liability to
repay said security to Tenant shall run with the reversion and title to the
Premises, whether any change in ownership thereof be by voluntary or involuntary
alienation. Landlord shall assign or transfer said security for the benefit of
Tenant, to any subsequent owner or holder of the reversion or title to the
Premises, in which case such assignee or transferee shall become liable for the
repayment thereof as herein provided, and the assignor or transferor shall be
deemed to be released by Tenant from all liability to return such security. This
provision shall be applicable to every alienation or change in title and shall
in no wise be deemed to permit Landlord to retain the security after termination
of Landlord's encumber or assign said security without the prior written consent
of Landlord.
ARTICLE XXVI
Premises "As Is"
---------------
Section 26.01. "As Is." Neither Landlord nor Landlord's agents have
-----
made any representations or promises with respect to the physical condition of
the building of which the Premises are part, the land upon which such building
is erected or the Premises, the rents, leases, expenses of operation or any
other matter or thing affecting or related to the Premises except as herein
expressly set forth, and no rights, easements or licenses are acquired by Tenant
by implication or otherwise except as expressly set forth in this Lease. Tenant
has inspected the building and the Premises and is thoroughly acquainted with
their conditions, and agrees to take the same "as is" and acknowledges that the
taking of possession of the Premises by Tenant shall be conclusive evidence that
the Premises and the building of which the same form a part were in good and
satisfactory condition at the time such possession was so taken.
ARTICLE XXVIII
Attornment
----------
Section 28.01. Attornment. Tenant agrees that in the event of a sale,
----------
transfer or assignment, or sale and leaseback, of Landlord's interest in the
real property of which the Premises are part, or any part thereof, including the
Premises, or in the event any proceedings are brought for the foreclosure of or
for the exercise of any power of sale under any mortgage constituting a lien
upon such real property or any part thereof, including the Premises, to attorn
to and to recognize such transferee, purchaser, or mortgage, as Landlord under
this lease or, in the case of a sale-leaseback, to continue to recognize
Landlord as its lessor under this Lease. The foregoing provisions of this
Section shall be self-operative and no further instrument shall be required to
give effect to said provisions. Tenant, however, agrees, at the request of the
party to which it
has attorned, to execute, acknowledge and deliver without charge, from time to
time, instruments acknowledging such attornment, and to execute such other
documents, including estoppel certificates and certified financial statements,
as may reasonably be requested by such party.
ARTICLE XXIX
Guard Service
-------------
Section 29.01. Guard Service. Landlord may, at the sole option,
-------------
provide reasonable guard service for the building of which the Premises are a
part. Tenant shall pay to the Landlord, as additional rent, together with
payment at the Basic Rent, its Pro Rata Share of said service.
ARTICLE XXX
Elevator
--------
[DELETED TEXT]
ARTICLE XXXI
End of Term
-----------
Section 31.01. Condition of Premises. Tenant shall, on the last day
---------------------
of the Term or renewal term, as the case may be, or upon the earlier termination
of this Lease, peaceably and quietly surrender and deliver up to Landlord the
Premises broom-clean, with the Demised Premises and all equipment in or
appurtenant thereto, in as good condition and repair as when delivered to
Tenant.
ARTICLE XXXII
General Provisions
------------------
Section 32.01. No Waste. Tenant covenants not to do or suffer any
--------
waste or damage, or injury to the Premises or to the fixtures and equipment
therein.
Section 32.02. Landlord's Liability. If Landlord shall breach any of
--------------------
the provisions hereof, Landlord's liability shall in no event exceed Landlord's
interest in the Premises as of the date of Landlord's breach; and Tenant
expressly agrees that any judgment or award which it may obtain against
Landlord shall be recoverable and satisfied solely out of the right, title and
interest of Landlord in and to the Premises and that Tenant shall have no rights
against the partners, general and limited, of Landlord or rights of lien or levy
against any other property of Landlord (or of any person or entity comprising
Landlord), nor shall any other property or assets of Landlord be subject to
levy, execution or other enforcement proceedings for the collection of any such
sums or satisfaction of any such judgment or award.
-14-
Section 32.03. Partial Invalidity. If any term or provision of this
------------------
Lease or the application thereof to any part or circumstances shall to any
extent be invalid or unenforceable, the remainder of this Lease or the
application of such term or provision to parties or circumstances other than
those to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced
to the fullest extent permitted by Law.
Section 32.04. No Waiver. One or more waivers by either party of the
---------
obligation of the other to perform any covenant or condition shall not be
construed as a waiver of a subsequent breach of the same or any other covenant
or condition. The receipt of rent by the Landlord, with knowledge of any breach
of this Lease by Tenant or of any default by Tenant in the observance or
performance of any of the conditions or covenants of this Lease, shall not be
deemed to be a waiver of any provision of this Lease. Neither the acceptance of
the keys nor any other act or thing done by Landlord or any agent or employee
during the Term shall be deemed to be an acceptance of a surrender of the
Premises, excepting only an agreement, in writing, signed by the Landlord
accepting or agreeing to accept such a surrender.
Section 32.05. Number and Gender. Wherever herein the singular number
-----------------
is used, the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders.
Section 32.06. Successors and Assigns. The terms, covenants and
----------------------
conditions herein contained shall be binding upon and inure to the benefit of
the respective parties and their successors and assigns.
Section 32.07. Article and Marginal Headings. The article and
-----------------------------
marginal headings herein are intended for convenience in finding the subject
matters, and are not to be used in determining the intent of the parties of this
Lease.
Section 32.08. Entire Agreement. This instrument contains the entire
----------------
and only agreement between the parties, and no oral statements or
representations or prior written matter not contained or referred to in this
instrument shall have any force or effect. This Lease shall not be modified in
any way or terminated by mutual agreement except by a writing executed by both
parties.
Section 32.09. Obligations also Covenants. Whenever in this Lease any
--------------------------
words of obligation or duty are used, such words or expressions shall have the
same force and effect as though made in the form of covenants.
Section 32.10. Cost of Performing Obligations. Unless otherwise
------------------------------
specified, the respective obligations of the parties to keep, perform and
observe any terms, covenants or conditions of this Lease shall be at the sole
cost and expense of the party so obligated.
Section 32.11. Remedies Cumulative. The specified remedies to which
-------------------
the Landlord or Tenant may resort under the terms of this Lease are cumulative
and are not intended to be exclusive of any other remedies or means of redress
to which the Landlord or Tenant may be lawfully entitled in case of any breach
or threatened breach of any provision of this Lease.
Section 32.12. Holding Over. If Tenant holds over after the
------------
expiration or earlier termination of this Lease, and if Tenant is not otherwise
in default hereunder, such holding over shall not be deemed to create an
extension of the Term, but such occupancy shall be deemed to create a
month-to-month tenancy at twice the rental rate, and on the same terms and
conditions (except as the same may be then inapplicable) as are in effect on the
date of said expiration or earlier termination.
-15-
Section 32.13. Force Majeure. The period of time during which either
-------------
party hereto is prevented from performing any act required to be performed under
this Lease by reason of fire, catastrophe, labor difficulties, strikes, lock-
outs, civil commotion, acts of God or of the public enemy, governmental
prohibitions or preemptions, embargoes, inability to obtain materials or labor
by reason of governmental regulations or prohibitions, 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, and neither party shall be liable to
the other or in default under this Lease as the result thereof. The provisions
of this Section shall not apply to or in any manner extend or defer the time for
any obligations to make payment of monies required of either party hereunder.
Section 32.14. Vacancy or Abandonment. In the event that the Premises
----------------------
shall become vacant as the result of being vacated or abandoned by Tenant during
the Term, Landlord may re-enter the same, either by peaceable re-entry or
otherwise, without being liable to prosecution therefor, and re-let the Premises
as agent of Tenant and receive the rent therefor and apply the same first to
payment of such expenses as Landlord may be put to in re-entering, and then to
payment of rent due under this Lease. In addition, such vacancy or abandonment
shall constitute a default under Section 20.01 entitling Landlord to the
exercise of all remedies specified in such Section or otherwise allowed by law.
Section 32.15. Governing Law. The interpretation and validity of this
-------------
Lease shall be governed by the substantive law of New Jersey.
Section 32.16. Brokerage. Landlord and Tenant represent that Xxxxxx
---------
Shalom Kerbrot Xxxxxxx & CNJ, Inc. was the only broker instrumental in
consummating this Lease and that neither party has had any dealing with or
entered into agreement with any other broker in connection with this Lease. Each
party shall indemnify and hold harmless the other from all loss, cost or expense
of any nature, including reasonable attorney's fees, arising out of a
misrepresentation by such indemnifying party.
Section 32.17. Floor Loads. Tenant shall not place a load upon any
-----------
floor of the Premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment. Such installations shall be placed and maintained by Tenant, at
Tenant's expense, in settings sufficient, in Landlord's judgment, to absorb and
prevent vibration, noise and annoyance.
Section 32.18. Waiver of Jury Trial. It is mutually agreed by and
--------------------
between Landlord and Tenant that the respective parties hereto shall, and they
hereby do, waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other (except for personal injury or
property damage) on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
of or occupancy of the Premises, and any emergency statutory or any other
statutory remedy. It is further mutually agreed that in the event Landlord
commences any summary proceeding for non-payment of rent, Tenant will not
interpose any counterclaim or whatever nature or description in any such
proceeding.
Section 32.19. No Option. For the convenience of Tenant, this Lease
---------
may be submitted to Tenant prior to its execution by or on behalf of Landlord,
but such submission shall not constitute an offer or an option and this Lease
shall not bind Landlord in any manner whatsoever unless and until this Lease
shall have been signed and delivered on behalf of Landlord.
Section 32.20. Modification of Lease Terms. Tenant shall enter into
---------------------------
any modification of the terms of this Lease requested by any bona fide
institutional lender of Landlord to facilitate mortgaging, provided that such
modification shall not alter the Basic Rent, additional rent or Term hereof. Not
in limitation of the foregoing, it is agreed that if requested by any mortgagee,
Tenant shall enter into an agreement with Landlord or such mortgagee, as
requested, to the effect that this Lease shall not be modified or surrendered,
nor rent prepaid, without the consent of such mortgagee.
-16-
Section 32.21. Rules and Regulations. Landlord may, from time to
---------------------
time promulgate reasonable rules and regulations for the health, safety and
welfare of all the tenants of the lands and premises of which the Premises are
part, including but not limited to use of any common areas and facilities, and
Tenant agrees that such rules and regulations shall, upon notice to Tenant,
automatically be incorporated herein as if fully set forth.
Section 32.22. Restriction on Tenant.
---------------------
a. Trash. Tenant shall store and dispose of all trash and
-----
garbage in suitable containers and locate same as Landlord designates
from time to time. Tenant shall not burn any paper, trash or garbage
in or about the Demised Premises.
b. Tenant to Perform its Obligations Under this Lease. The
--------------------------------------------------
Tenant shall keep the Premises in a clean and sanitary condition, free
from vermin and escaping offensive odors.
c. Plumbing Facilities. Tenant shall not use or permit other
-------------------
to use any plumbing facilities in the Demised Premises for any purpose
other than that for which they were constructed or to dispose of any
damaging or injurious substance or any grease or garbage therein.
d. Obstructions. Tenant shall not obstruct, or permit others
------------
to obstruct, any entrances to the building or the halls and stairs or
loading facilities thereof. Landlord may prohibit congregation by
employees in hallways and other common areas.
e. Storage. Tenant is prohibited from storing any materials,
-------
equipment, parts, pallets or any other items used in its business
outside the Demised Building Premises.
Section 32.23. Quiet Enjoyment. Upon the payment of the Basic Rent
---------------
and all additional rents and sums herein reserved and due and upon the due
performance of all the terms, covenants and conditions herein contained on
Tenant's part to be kept and performed, Tenant shall and may at all times during
the Term peaceably and quietly enjoy the Premises, subject to the terms of this
Lease.
ARTICLE XXXIII
EDA, HUD, etc.
--------------
Section 33.01. EDA, HUD, etc., Documents. Tenant shall execute and
-------------------------
deliver to Landlord, within three (3) days of request therefor, all documents
and certifications of any nature, including but not limited to financial
statements and application forms, which shall be deemed necessary or advisable
by Landlord in connection with Landlord's making of application for and/or
procuring financing which shall be issued or guaranteed by, or shall otherwise
involve any form of financial assistance or intervention by, the New Jersey
Economic Development Authority (EDA), the Housing and Urban Development Agency
of the United States (HUD), and/or any other federal, state or local
governmental agency or instrumentality. [DELETED TEXT]
ARTICLE XXXIV
Definitions
-----------
Section 34.01. "Re-enter and Re-entry." The terms "re-enter" and
---------------------
"re-entry" as used in this Lease are not restricted to their technical, legal
meaning.
Section 34.02. "Landlord." The term "Landlord" as used in this Lease
--------
means only the holder, for the time being, of Landlord's interest under this
Lease so that in the event of any transfer of title to the Premises, Landlord
shall be and hereby is entirely freed and relieved of all obligations of
Landlord hereunder accruing after such transfer, and it shall be deemed without
further agreement between the parties that such grantee, transferee or designee
has assumed and agreed to observe and perform all obligations of Landlord
hereunder arising during the period it is the holder of Landlord's interest
hereunder.
-17-
Section 34.03. "Lease Interest Rate." The term "Lease Interest Rate"
-------------------
as used in this Lease, shall mean interest at the then current "prime" plus four
(4%) per cent rate of interest charged by Fidelity Union Trust Company, Newark,
New Jersey, to its commercial customers.
Section 34.04 "Tenant's Pro Rata Share," The term "Tenant's Pro Rata
-----------------------
Share" as it appears in this Lease shall be TWENTY ------------- (20%) per cent.
Section 34.05 "Additional Rent." All costs and charges of whatever
---------------
nature to be paid by Tenant under this Lease, whether to be made to Landlord or
to any other party, shall be deemed additional rent, whether or not expressly so
stated elsewhere in this Lease.
ARTICLE XXXV
Parking
-------
Section 35.01. Parking. Tenant shall have the non-exclusive
-------
privilege to use such common parking areas of the property for the parking of
Tenant's motor vehicles as may be made available from time to time by Landlord,
in common with others to whom Landlord may grant such privilege provided such
motor vehicles shall not obstruct or otherwise interfere with the loading
platforms of any other tenant.
ARTICLE XXXVI
Submission Not Binding
----------------------
Section 36.01. Submission Not Binding. Submission by the Landlord of
----------------------
the within Lease for execution by the Tenant shall confer no rights nor impose
any obligations on either party, unless and until both the Landlord and Tenant
shall have executed this Lease and duplicate originals thereof shall have been
delivered to the respective parties.
ARTICLE XXXVII
Compliance With Laws
--------------------
Section 37.01. Compliance With Laws. Tenant shall, at Tenant's sole
--------------------
expense, promptly execute and comply with all requirements of all laws, orders
county and municipal authorities and any board of fire underwriters or similar
organization having jurisdiction over the Premises, concerning the Premises and
or the use and occupancy thereof, including but not limited to all requirements
of the Occupational Safety and Health Administration and Tenant shall not make
any claim against Landlord for any expense or damages resulting from such
execution and compliance. Tenant shall also comply with the Environmental
Cleanup Responsibility Act, P.L. 1983, Chapter 330, and shall do all things and
execute all documents necessary for said compliance including, but not limited
to, the submission to the New Jersey Department of Environmental Protection of
all necessary documentation upon the termination of this Lease, the termination
of the use set forth in Section 14.01 hereof or the conveyance of title to the
Premises.
Section 38.01. Option to Expand. See Addendum
----------------
Section 39.01. Option to Extend. See Addendum
----------------
IN WITNESS WHEREOF THE PARTIES HERETO AND HEREUNTO SET THEIR HANDS AND
SEALS THIS DAY OF , 19 .
TRIANGLE FIDELCO INDUSTRIAL CENTER
LANDLORD: __________________
HAWK INDUSTRIES, INC.
TENANT:[ILLEGIBLE SIGNATURE]
---------------------
-18-
ENVIRONMENTAL RIDER
-------------------
1. If Tenant receives any notice of the happening of any event involving the
use, spill, discharge or cleanup of any hazardous or toxic substances or
waste, or any oil or pesticide on or about the demised premises or into the
sewer, septic system or waste treatment system servicing the demised
premises (any such event is hereinafter referred to as a "Hazardous
Discharge") or of any complaint, order citation, or notice with regard to
air emissions, water discharges, noise emissions or any other
environmental, health or saftey matter affecting the Tenant (an
"Environmental Complaint") from any person, entity, including the DEP and
the EPA, then the Tenant shall give immediate oral and written notice of
---
same to the Landlord, detailing all relevant facts and circumstances.
2. Without limitation of the foregoing, Landlord shall have the right, but not
the obligation, to exercise any of its right as provided in Article XX of
this Lease or to enter onto the Premises or to take such actions as it
deems necessary or advisable to cleanup, remove, resolve or minimize the
impact of or otherwise deal with any Hazardous Discharge or Environmental
Complaint upon its receipt of any notice from any person or entity,
including without limitation the DEP and the EPA, asserting the happening
of a Hazardous Discharge or an Environmental Complaint on or pertaining to
the demised premises. All costs and expenses incurred by Landlord in the
exercise of any such rights shall be deemed to be additional rent hereunder
and shall be payable by the Tenant to the Landlord upon demand.
3. The occurrence of any of the following events shall constitute an Event of
Default under this lease:
(a) If Landlord receives it first notice of a Hazardous Discharge or
an Environmental Complaint, of which Tenant has knowledge, or should
reasonably have knowledge, on or pertaining to the demised premises
other than from Tenant, and Landlord does not receive a notice (which
may be given in any oral or written form, provided same is followed
with all due dispatch by written notice given by certified mail,
return receipt requested) of such Hazardous Discharge or Environmental
Complaint from Tenant within twenty-four (24) hours of the time
Landlord first receives said notice other than from the Tenant; or
(b) If the DEP, EPA or any other state or federal agency asserts a
claim against Tenant, the demised premises of Landlord for damages or
cleanup costs related to a Hazardous Discharge or an Environmental
Complaint on or pertaining to the demised premises provided, however,
such claim shall not constitute a default if, within five (5) days of
notice to Tenant of the occurrence giving rise to the claim:
(i) Tenant can prove to Landlord's satisfaction that relief has
commenced and is diligently pursuing either: (x) cure or
correction of the event which constitutes the basis for the
claim, and continues diligently to pursue such cure or correction
to completion, or (y) proceedings for an injunction, a
restraining order or other appropriate emergent relief preventing
such agents or agencies from asserting such claim, which relief
is granted within ten (10) days or the occurrence giving rise to
the claim and if emergent relief is not thereafter dissolved or
reversed on appeal; and
(ii) In either of the foregoing events, Tenant has posted a bond,
letter of credit or other security satisfactory in form,
substance and amount to Landlord and the agency or entity
asserting the claim to secure the proper and complete cure or
correction of the event which constitutes the basis for
the claim.
4(a) If Tenant's operations on the Premises now or hereafter constitute an
"Industrial Establishment" subject to the requirements of the New Jersey
Environmental Cleanup Responsibility Act, N.J.S.A. 13:1k-6 et seq., and
the regulations pertaining thereto, A.C.S.A. 7:1-3, 1 et seq. ("ECRA"),
then prior to the expiration or sooner termination of this lease and upon
any and every condemnation, casualty, assignment or sublease (if
permitted), change in ownership or control of Tenant or any other closure
or transfer by Landlord or Tenant covered by ECRA, Tenant shall comply
with all requirements of ECRA pertaining to an Industrial Establishment
closing or transferring operations, at its sole cost and expense, to the
satisfaction of the DEP and Landlord. Without limitation of the foregoing,
Tenant's obligations shall include (i) the proper filing of the initial
notice to the DEP required by N.J.A.C. 7:1-3.7, (ii) the performance to
DEP's and Landlord's satisfaction of all air, soil, ground water and
surface water sampling and testing required by N.J.A.C. 7:1-3.9 and (iii)
either (x) the filing of a "negative declaration" with DEP under N.J.A.C.
7:1-3.11 which has been approved by DEP or (y) the performance of a proper
and approved cleanup plan to the full satisfaction of DEP and Landlord in
accordance with N.J.A.C. 7:1-3.12. Tenant shall immediately provide
Landlord with copies of all correspondence, reports, notices, orders,
findings, declarations and other materials pertinent to Tenant's
compliance and DEP's requirements under ECRA, as any of same are issued or
received by Tenant from time to time.
4(b) In the event that ECRA does not apply to Tenant's operations on the
Premises, at Landlord's option, request and expense, Tenant shall
cooperate with Landlord's compliance with ECRA, and, in the event that
said compliance discloses the occurrence of a Hazardous Discharge by
Tenant, Tenant shall promptly cleanup and remove said Hazardous Discharge
at Tenant's sole cost and expense.
5. In the event of Tenant's failure to comply in full with this Article,
Landlord may, at its option, perform any or all of Tenant's obligations as
aforesaid and all costs and expenses incurred by Landlord in exercise of
this right shall be deemed to be additional rent payable on demand.
6. This Article shall survive the expiration or sooner termination of the
Lease.
7. Notwithstanding anything to the contrary herein contained, Landlord agrees
that the Tenant shall be responsible only for its own occupancy and not
for any pre-existing condition or any prior Tenant or user.
THE ABOVE AGREED TO BY:
------------------------------------------------
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
------------------------------------------------
HAWK INDUSTRIES, INC.
ADDENDUM TO LEASE
-----------------
Section 38.01. Option to Expand. Notwithstanding anything to the contrary
----------------
herein contained Landlord agrees that it shall notify the Tenant of any
impending vacancy within the building located at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, XX.
Tenant shall have SEVEN (7) days from Landlord's notification to provide
written notice of its intention to occupy said vacancy at the rate of $2.70 per
square foot net net net (i.e. tenants paying all expenses associated with its
use and occupancy of the premises) under the following terms and conditions:
A. Tenant shall not be in default of any of the terms and conditions of the
original Lease Agreement including but not limited to payment of basic and all
additional rentals.
B. Any additional premises occupied by the Tenant shall be occupied in an "as
is" condition, except that Landlord agrees to provide the premises in a broom
swept clean condition, and fill in any large holes in the floor.
C. This option to expand shall only be in effect through March 31, 2000.
Tenant shall have no right to expand pursuant to the terms of this Paragraph
38.01 during the option period as called for in Paragraph 39.01 in this Lease or
during any time that the Tenant occupies any portion of the property thereafter.
D. Tenant shall at the time that it exercises said option to expand, pay to
the Landlord an additional security deposit equivalent to ONE (1) month's rent
on the additional space, to be held by the Landlord in accordance with Paragraph
25.01 hereof.
E. It is understood that this option to expand is given only to Hawk
Industries, Inc. for their exclusive use and occupancy. Under no condition shall
the Tenant have the right to sublease or assign the right to occupy any
additional space.
F. Under no circumstances shall the SEVEN (7) day notification period called
for in this Paragraph 38.01 be extended.
G. All other terms and conditions of the original Lease shall remain in full
force and effect and shall apply to any additional space occupied by the
Tenant, except as modified in this Paragraph 38.01.
Section 39.01 Option to Extend. The Landlord grants to the Tenant ONE (1)
----------------
FIVE (5) year option to renew the lease under the following terms and
conditions:
1. Tenant is not in default of any of the terms and conditions of the original
Lease.
2. Option period shall commence April 1, 2000 and expire on March 31, 2005.
3. Rental for the option period shall be:
For the period April 1, 2000-March 31, 2005 annual base rental shall be ONE
HUNDRED NINETY FIVE THOUSAND DOLLARS ($195,000.00) payable in equal monthly
installments of SIXTEEN THOUSAND TWO HUNDRED FIFTY DOLLARS ($16,250.00).
4. Notice of intent to exercise said option must be given to the Landlord in
writing, by Certified Mail, Return Receipt Requested, no later than ONE HUNDRED
EIGHTY DAYS (180) days prior to the expiration of the original Lease Agreement.
5. Notwithstanding anything to the contrary herein contained, in the event
Tenant has exercised its option to expand as called for in Paragraph 38.01
above, this option to extend shall apply to any additional space that the Tenant
has taken occupancy of. In that event, the base rental shall be adjusted so as
to accurately represent a base rental of $3.25 per square foot net net net for
all space occupied by the Tenant.
6. All other terms and conditions of the original Lease Agreement shall
prevail during the option period with the exception of Section 38.01.
THE ABOVE AGREED TO BY:
________________________________________________
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE]
------------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
BETWEEN
TRIANGLE FIDELCO INDUSTRIAL CENTER
AND
HAWK INDUSTRIES, INC.
1. Landlord represents that the following additional rental charges currently
total approximately for the entire building:
Area Lighting................. $ 251.15/month
Outside Maintenance........... 1,267.83/month
Disposal...................... 269.19/month
Alarm......................... 909.67/month
Sprinkler..................... 183.21/month
Water......................... 1,541.29/month
Snow.......................... 964.00/year
2. Section 4.03 is amended to provide for the Tenant paying its prorata share
of taxes thirty (30) days in advance of the Landlord's quarterly payment to the
City of New Brunswick.
3. Section 5.03. Notwithstanding anything to the contrary herein contained,
Landlord agrees that the Tenant shall not be liable for any unreasonable
increase in insurance occasioned by other Tenants' actions.
4. Section 9.01. Notwithstanding anything to the contrary herein contained,
Landlord agrees that it shall make necessary structural repairs to the floors
and walls and to the roof so as to keep it reasonably free from leaks.
5. Section 15.01. Notwithstanding anything to the contrary herein contained,
it is understood that Tenant shall have the right to assign or sublet its
premises without any requirement of consent of Landlord subject to the
provisions of Section 15.03 of this Lease. Tenant shall also have the right to
assign or sublet its premises to its parent, subsidiaries or affiliates.*
6 Paragraph 7 of the Environmental Rider is omitted and replaced with the
following:
Landlord indemnifies and holds Tenant harmless against any loss, cost, or
expense with respect to any environmental matters, Hazardous Discharge or like
items, arising out of or relating to conditions existing prior to the date of
Tenant's occupancy or caused by Landlord or other tenants.
7. Landlord will remove all spikes in floor around the loading bay doors.
8. Landlord represents that it has not had any Hazardous Discharge or
environmental complaints relating to the demised premises.
* Unless the subtenant's operation at the premises is involved in
manufacturing of any kind except apparel, in which case the Landlord's consent
shall be required which consent shall not be unreasonably withheld. Tenant shall
not be allowed to sublease to any tenant whose operation at the premises
significantly involves hazardous materials without Landlord's consent which
shall not be unreasonably withheld.
THE ABOVE AGREED TO BY:
___________________________________________________
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
[ILLEGIBLE SIGNATURE APPEARS HERE]
---------------------------------------------------
HAWK INDUSTRIES, INC. (TENANT)
In consideration of the Landlord entering into this Lease Agreement with the
corporate Tenant; plus as a material inducement to Landlord to enter into this
Lease Agreement with the corporate Tenant the undersigned, Happy Kids Inc.
(which has represented itself to be the parent corporation of the Tenant) hereby
irrevocably and unconditionally guarantees the complete performance by Tenant
of its obligations under the Lease Agreement including but not limited to by the
monetary and non-monetary obligations of the Tenant.
Without notice to or further assent from the undersigned, the Landlord may waive
or modify any of the terms and conditions of the Lease, any rules and
regulations or related Tenant obligations; or compromise, settle, or extend the
time of payment of any amount due from the Tenant or the time of performance of
any obligations of the Tenant.
These actions maybe taken by the Landlord without discharging or otherwise
affecting the obligations of the undersigned.
Notwithstanding anything to the contrary herein contained, it is understood that
the monetary extent of this Guaranty shall be no greater than an amount
equivalent to four and one-half (4-12) months of the then current rental. This
Guaranty shall be in addition to the Tenant's security to be deposited pursuant
to Paragraph 25.01 of the Lease.
This Guaranty, is binding upon the undersigned and its successors.
THE ABOVE AGREED TO BY:
[ILLEGIBLE SIGNATURE APPEARS HERE]
-----------------------------------------
HAPPY KIDS, INC.
___________________________
DATE
S C H E D U L E B
1. Landlord agrees to construct approximately 600 square feet of office on the
first floor, incorporating an existing private office of approximately 200
square feet. New office to consist of one (1) open room with painted
sheetrock walls, drop ceiling, vinyl tiles or carpet on the floors, and
sufficient lighting and outlets. The existing private office shall be
repainted, ceiling tiles replaced, and carpeting installed.
2. Landlord agrees to paint and clean all bathroom facilities throughout the
premises.
3. Landlord agrees to paint and clean the warehouse locker room.
4. Landlord agrees to replace all ceiling tiles in the warehouse locker room.
5. Landlord agrees to install a dock seal on each of the existing overhead
doors.
6. Landlord agrees that the Tenant shall have the right at its sole cost and
expense to build a "steam tunnel". Tenant agrees that it shall provide
plans to the Landlord for said construction and Tenant agrees that it shall
remove said "steam tunnel" at the expiration of this Lease pursuant to
Article 8.01 hereof.
AGREED TO BY:
_________________________________________________
TRIANGLE FIDELCO INDUSTRIAL CENTER (LANDLORD)
_________________________________________________
HAWK INDUSTRIES, INC. (TENANT)
S C H E D U L E C
- - - - - - - - -
FINANCIAL AGREEMENT PURSUANT TO N.J.S.A.
--------
40:55C-40, ET SEQ. BETWEEN THE CITY OF
NEW BRUNSWICK AND TFIC URBAN RENEWAL
LIMITED PARTNERSHIP
THIS FINANCIAL AGREEMENT, hereinafter referred to as the "Agreement", made
the December, 1986, between TFIC URBAN RENEWAL LIMITED PARTNERSHIP,
qualified to do business under the provision of the Urban Renewal Corporation
and Association Law of 1961, (pursuant to the attached Certificate of
Formation), having its principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxxxx, hereinafter referred to as the "Entity",
and
THE CITY OF NEW BRUNSWICK, a municipal corporation in the County of
Middlesex and the State of New Jersey, hereinafter referred to as the "City".
W I T N E S S E T H
- - - - - - - - - -
IN consideration of the mutual covenants herein contained and for the other
good and valuable consideration, it is mutually covenanted and agreed as
follows:
1. This Agreement shall be governed by the provisions of the Urban
Renewal Corporation and Association Law of 1961 (N.J.S.A. 40:55C-40, et. seq.),
--------
being sometime herein referred to as the "Law". It is expressly understood and
agreed that the City relies upon the facts, data, and presentation contained in
the Application attached hereto.
2.(a). The City has granted, and does hereby grant, its approval for an
urban renewal project to be undertaken pursuant to the provisions of the "Law
(40:55C-40, et. seq.), pursuant to Ordinance No. 0-098407 attached hereto,
described in said Application, commonly known on the Official Tax Map of the
City of New Brunswick as:
Block 597.05, Xxx 0
(Xxxxxx Xxxx 0 and 2)
2.(b). Approval hereunder is granted to the Entity for the undertaking of
the project on the lands referred to above, which project shall provide adequate
parking facilities, shall in all respects comply and conform to all applicable
Statutes and Municipal Ordinances, and the lawful regulations made pursuant
thereto governing land, building(s) and the use thereof, and is more
particularly described in the accompanying Application.
3. The project to be constructed by the Entity shall be exempt from
taxation on improvements in accordance with the provisions of the Law and in the
manner provided by this Agreement for a period of not more than twenty (20)
years from the date of execution of this Agreement, or earlier at the end of
fifteen (15) years of operation of said project, and only so long as the Entity
and its project remain subject to the provisions of the Law and comply with this
Agreement.
4. In consideration of the aforesaid exemption from taxation on
improvements, the Entity shall make payment to the City of an annual service
charge for municipal services supplied to said project in an amount equal to two
percent (2%) of the total project cost, determined pursuant to N.J.S.A.
--------
40:55C-47, calculated from the first day of the month following the substantial
completion of the project. Two percent (2%) of the total project cost,
determined pursuant to 40:55C-47, shall not be less than the presently estimated
amount of $96,000.00. However, it is nevertheless provided that in no event
shall such Annual Service Charge payment together with the taxes on the Land, in
any year after commencement of payment of the Annual Service Charge, be less
than the total taxes assessed on all real property in the area covered by the
Project in the calendar year immediately preceding the acquisition of the said
area by the Entity.
5.(a). The parties recognize that the Law provides that payment of the
Annual Service Charge shall be made annually within thirty (30) days after the
close of each calendar year. Because such payment annually may result in a
hardship to the City because of cash flow, the Entity agrees that the aforesaid
Annual Service Charge shall be made in quarterly installments on those dates
when real estate tax payments are due, subject nevertheless to adjustment for
over or underpayment within thirty (30) days after the close of each calendar
year. By making such payments quarterly rather than annually, the Entity shall
not be deemed to have waived any right under the Law to which it would be
otherwise entitled if such payment had been made annually.
Against such Annual Charge the Entity shall be entitled to credit for the
amount, without interest, of the real estate taxes on the Land paid by it, or by
the prior owner of the Land, in the last four (4) preceding quarterly
installments.
5.(b). The "Annual Service Charge" shall only accrue from the first day of
the month following the "substantial completion" of the project.
-2-
5.(c). "The Annual Service Charge" for the first calendar year of tax
exemption shall be on a pro rata basis, from the date of commencement of the
exemption to the close of the calendar year, and, for the last calendar year of
the tax exemption, from the first of the calendar year to the date of
termination of the exemption.
6. In the event of a breach of the Agreement by either of the parties
hereto, or a dispute arising between the parties in reference to the terms and
provisions as set forth herein, either party may apply to the Superior Court of
New Jersey by an appropriate proceeding to settle and resolve said dispute in
such fashion as will tend to accomplish the purposes of the Law. In the event of
a default on the part of the Entity of its obligation to pay the "Annual Service
Charge" as hereinabove defined in paragraph 4, the City may terminate the tax
abatement if the default is not remedied within ninety (90) days of the due date
of the "Annual Service Charge" or in the alternative it reserves the right to
proceed against the Entity's land and premises, the subject of this Agreement,
in the manner provided by N.J.S.A. 54:5-1 to 54:5-129 and any act
--------
supplementary or amendatory thereof. It is understood and agreed by the parties
hereto that throughout N.J.S.A. 54:5-1 to 54:5-129 and any act supplementary or
--------
amendatory thereof, whenever the word "taxes" appears, or is applied, directly
or impliedly to mean taxes or municipal liens on land, such statutory provisions
shall be read, as far as is pertinent to this Agreement, as if the "annual
service charge" were taxes or municipal liens on land. In any event, however,
the Entity does not waive any defense it may have to contest the right of the
City to proceed in the above mentioned manner by conventional or In rem tax
------
foreclosures.
7. During the period of tax exemption as provided herein, the profits of,
and dividends payable by, the Entity shall be limited pursuant to the provisions
of N.J.S.A. 40:55C-66.
--------
8. The Entity shall have the right to establish reserves against unpaid
rentals, contingencies and/or vacancies in an amount not exceeding ten (10%)
percent of the gross revenues of the Entity for the fiscal year preceding the
year in which a determination is being made with respect to permitted net
profits as provided in N.J.S.A. 40:55C-66.
--------
9. It is agreed between the parties that the Entity, at any time after
the expiration of one (1) year from the commencement of the "Annual Service
-3-
Charge as set forth in paragraph 5(b) hereof, may relinquish its status as an
Urban Renewal Corporation or Association, as the case may be, and terminate any
rights it may have to the tax exemptions provided herein. Notice of such
election shall be given to the City in writing and the tax exemption, the
"Annual Service Charges", and the profit and dividend restrictions shall
terminate on the date designated in such notice, and the entire property and
improvements comprising the project shall thereupon be assessed and taxed
according to general law as other property in the City is assessed and taxed.
10. Upon termination of the tax exemption and its related obligations and
restrictions, whether by affirmative action of the Entity, by the provisions of
the Law, or pursuant to the terms of this Agreement, the date of such
termination shall be the end of the fiscal year of the City. Within ninety (90)
days after the date of such termination, the Entity shall pay the City a sum
equal to the amount of the reserve, if any, maintained pursuant to this N.J.S.A.
--------
40:55C-66, as well as the excess profit, if any, payable pursuant to N.J.S.A.
--------
40:55C-66 by reason of the treatment of such termination date as the end of a
fiscal year.
11. The Entity shall submit annually, within ninety (90) days after the
close of each of its fiscal years, its reports of income and expenses related to
the Project as certified by a Certified Public Accountant, to the Mayor and
Municipal Council of the City.
12. The Entity shall permit inspection of the property, equipment,
buildings and other facilities of the Entity by authorized representatives of
the City. The Entity shall also permit examination and audit of its books,
contracts, records, documents, and papers by authorized representatives of the
City. Such inspection, examination or audit shall be made during the reasonable
hours of the business day, in the presence of an officer or agent of the Entity.
13. Any notice required hereunder to be sent by either party to the other,
shall be sent by certified mail, return receipt requested, addressed as follows:
(a). When sent by the City to the Entity, it shall be addressed to: TFIC
Urban Renewal Partnership, c/o Xxxx X. Xxxxxx, 225 Millburn Avenue, Millburn,
New Jersey, unless prior to the giving of such notice the Entity shall have
notified the City otherwise.
-4-
(b). When sent by the Entity to the city, it shall be addressed to the City
Clerk, City Hall,78 Bayard Street, New Brunswick, New Jersey, unless prior to
the giving of such notice the city shall have notified the Entity otherwise.
14. In the event that the Entity sells its project, the subject of this
Agreement, the tax abatement granted hereunder shall terminate unless the city
consents in writing to the sale.
15. All conditions in the Ordinance of the Municipal Council of the City
approving this Agreement are hereby incorporated into this Agreement and made a
part hereof.
IN WITNESS WHEREOF, the parties have caused these presents to be executed
the day and year first above written.
WITNESS TFIC URBAN RENEWAL LIMITED PARTNERSHIP
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxx
----------------------------- -----------------------------------
XXXXX X. XXXXXXXX Xxxx X. Xxxxxx General Partner
ATTORNEY AT LAW IFIC URBAN RENEWAL LIMITED PARTNERSHIP
OF NEW JERSEY
/s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx, General Partner
TFIC URBAN RENEWAL LIMITED PARTNERSHIP
ATTEST: THE CITY OF NEW BRUNSWICK
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxx
----------------------------- ----------------------------------
XXXXXXX X. XXXXXX, City Clerk XXXX X. XXXXX MAYOR
-5-
