Exhibit 10.5.1
LEASE AGREEMENT
Prepared by:
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Xxxxxxx Xxxxxxx, Esq.
This Agreement is made on October 1, 2001
BETWEEN Xxxxx'x Realty Associates, a New Jersey partnership
residing or located at 0000 Xxx Xxxx Xxxx in the Township of Edison in the
County of Middlesex and the State of New Jersey, herein designated as the
Landlord,
AND Chefs International, Inc.
residing or located at 62 Broadway in the Borough of Pt. Pleasant Beach in the
County of Ocean and the State of New Jersey, herein designated as the Tenant;
WITNESSETH THAT, the Landlord does hereby lease to the Tenant and the
Tenant does hereby rent from the Landlord the following described premises:
That portion of Block 85.11, Lot 21 commonly known as "Building B", located
at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx County, upon which the
tenant intends to construct a Mexican theme style restaurant, as well as the
non-exclusive right to utilize common areas existing on and adjacent to the
property and identified on the attached Schedule A as the parking areas, plaza,
clocktower, reflecting pool, refuse area and raised planter. This lease shall be
construed to allow tenant the non-exclusive right to utilize other, unnamed
common areas existing upon Lot 21.
The term is for five (5) years commencing on the date that a Certificate of
Occupancy for Building B is issued by the Township. The premises are to be used
and occupied only and for no other purpose than the operation of a restaurant
and tavern.
UPON THE FOLLOWING CONDITIONS AND COVENANTS:
1ST: The Tenant covenants and agrees to pay to the Landlord rent as set
forth in paragraph 28.
2ND: The Tenant has entered into this lease without any representation on
the part of the Landlord as to the condition of the land. The Tenant shall take
good care of the premises when constructed and shall at the Tenant's own cost
and expenses, make all repairs, including painting and decorating, and shall
maintain the premises in good condition
and state of repair, and at the end or other expiration of the term hereof,
shall deliver up the rented premises in good order and condition, wear and tear
from a reasonable use thereof, and damage by the elements not resulting from the
neglect or fault of the Tenant, excepted. The Tenant shall neither encumber nor
obstruct the sidewalks, driveway, yards, entrances, hallways and stairs, but
shall keep and maintain the same in a clean condition, free from debris, trash,
refuse, snow and ice.
3RD: The Tenant shall promptly comply with all laws, ordinances, rules,
regulations, requirements and directives of the Federal, State and Municipal
Governments or Public Authorities and of all their departments, bureaus and
subdivisions, applicable to and affecting the said premises, their use and
occupancy, for the correction, prevention and abatement of nuisances, violations
or other grievances in, upon or connected with the said premises, during the
term hereof; and shall promptly comply with all orders, regulations,
requirements and directives of the Board of Fire Underwriters or similar
authority and or any insurance companies which have issued or are about to issue
policies of insurance covering the said premises and its contents, for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.
4TH: The Tenant shall not assign, mortgage or hypothecate this lease, nor
sublet or sublease the premises or any part thereof; nor occupy or use the
leased premises or any part thereof, nor permit or suffer the same to be
occupied or used for any purposes other than as herein limited, nor for any
purpose deemed unlawful, or extra hazardous, on account of fire or other
casualty.
5TH: No alterations, additions or improvements shall be made, and no
climate regulation, air conditioning, cooling, heating or sprinkler systems,
television or radio antennas, heavy equipment, apparatus and fixtures, shall be
installed in or attached to the leased premises, without the written consent of
the Landlord. Unless otherwise provided herein, all such alterations, additions
or improvements and systems, when made, installed in or attached to the said
premises, shall belong to and become the property of the Landlord and shall be
surrendered with the premises and as part thereof upon the expiration or sooner
termination of this lease, without hindrance, molestation or injury. The
landlord consents to the alterations and improvements to be constructed by
tenant as set forth in plans and specifications with revisions through September
10, 2001, consisting of 31 sheets and prepared by Barlo & Associates, PA.
6TH: Beginning on October 1, 2001 and throughout the term hereof, Tenant
shall, at its own cost and expense, provide and keep in force General Liability
Insurance insuring both Landlord and Tenant, as additional insured, against
claims for death and bodily injury and property damage, fire, flood, wind,
hurricane and other hazard and/or casualty coverage for the building and common
areas, in amounts and of types acceptable to the Landlord. Liability coverage
shall include occurrences occurring in the exterior common areas; including
parking areas, the plaza, the clock tower, raised planter, the reflecting pool
and the refuse area.
All risk of loss to the Premises on and after October 1, 2001 shall be with
Tenant. If any loss to the Premises occurs, the policy proceeds shall be payable
to the Landlord and shall be made available to rebuild or repair the building.
If the Premises shall be damaged by fire, the elements, or other casualty, then
same shall be repaired as speedily as practicable. The policy of insurance shall
be in a company approved by the State of New Jersey, and Tenant shall, prior to
the start of construction, furnish Landlord with a Certificate of Insurance
evidencing such coverage. Tenant shall have the right to provide coverage as set
forth above by providing separate or multiple policies providing basic coverage
and excess umbrella coverage, provided that the total insurance coverage is in
an amount acceptable to the Landlord. Tenant shall also maintain business
interruption insurance in an amount including, but not limited, to the annual
base rent payable to Landlord.
If the premises shall be partially damaged by fire, the elements, or other
casualty, and in the opinion of the Tenant, the premises be so extensively and
substantially damaged as to render them untenantable, then the rent shall cease
until such time as the premises shall be made tenantable by the Landlord.
However, if, in the opinion of the Tenant, the premises be totally destroyed or
so extensively and substantially damaged as to require practically a rebuilding
thereof, then the rent shall be paid up to the time of such destruction and then
and from thenceforth this lease shall come to an end. In no event however, shall
the provisions of this clause become effective or be applicable, if the fire or
other casualty and damage shall be the result of the carelessness, negligence,
or improper conduct of the Tenant or the Tenant's agents, employee, guests,
licensees, invitees, subtenants, assignees, or successors. In such case, the
Tenant's liability for the payment of rent and the performance of all the
covenants, conditions and terms hereof on the Tenant's part to be performed
shall continue and the Tenant shall be liable to the Landlord for the damage and
loss suffered by the Landlord.
7TH: The Tenant agrees that the Landlord and the Landlord's agents,
employees or other representatives, shall have the right to enter into and upon
the said premises or any part thereof, at all reasonable hours, for the purpose
of examining the same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.
8TH: The Tenant agrees to permit the Landlord and the Landlord's agents,
employees or other representatives to show the premises to person wishing to
rent or purchase the same. A sale of the premises shall not disturb Tenant's
right to use and occupy the premises in accordance with this Lease Agreement.
9TH: In case of the destruction of or any damage to the glass in the leased
premises, or the destruction of or damage of any kind whatsoever to the said
premises, caused by the carelessness, negligence or improper conduct on the part
of the Tenant or the Tenant's agents, employees, guests, licensees, invitees,
subtenants, assignee or successors, the Tenant shall repair the said damage or
replace or restore any destroyed parts of the premises, as speedily as possible,
at the Tenant's own cost and expense.
10TH: The Landlord consents to those exterior signs set forth in plans and
specifications with revisions through September 10, 2001, consisting of 31
sheets and prepared by Barlo & Associates, P.A., (attached to this lease and
labeled Exhibit A). The tenant shall be responsible for obtaining any and all
required municipal approvals for such signs. The Tenant shall not place nor
allow to be placed any other signs of any kind whatsoever, upon, in, or about
the said premises or any part thereof, except of a design and structure and in
or at such places as may be consented to by the Landlord in writing. In case the
Landlord or the Landlord's agents, employees or representatives shall deem it
necessary to remove any such signs in order to paint or make any repairs,
alterations, or improvements in or upon said premises or any part thereof, they
may be so removed, but shall be replaced at the Landlord's expense when the said
repairs, alterations or improvements shall have been completed. Any signs
permitted by the Landlord shall at all times conform with all municipal
ordinances or other laws and regulations applicable thereto.
11TH: The Landlord shall not be liable for any damage or injury which may
be sustained by the Tenant or any other person, as a consequence of the failure,
breakage, leakage, or obstruction of the water, plumbing, steam, sewer, waste,
or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like
or the electrical, gas, power, conveyor, refrigeration, sprinkler,
air-conditioning or heating systems, elevators or hoisting equipment; or by
reason of the element; or resulting from the carelessness, negligence or
improper conduct on the part of any Tenant or of the Tenant's agents, employees,
guests, licensees, invitees, subtenants, assignees or successors; or
attributable to any interference with, interruption of or failure, beyond the
control of the Landlord, of any services to be furnished or supplied by the
Landlord.
12TH: This lease shall not be a lien against the said premises in respect
to any mortgages that may hereafter be placed upon said premises. The recording
of such mortgage or mortgages shall have preference and precedence and be
superior and prior in lien to this lease, irrespective of the date of recording.
Tenant agrees to execute any instrument, without cost, which may be deemed
necessary or desirable to further effect the subordination of this lease to any
such mortgage or mortgages. A refusal by the Tenant to execute such instruments
shall entitle the Landlord to the option
of canceling this lease, and the term hereof is hereby expressly limited
accordingly.
13TH: The Landlord has waived the submission of a security deposit based
upon the improvements being made to the property by the Tenant. However, if the
Tenant defaults in the payment of rent or additional rent for more than thirty
(30) days, in addition to satisfying any rent or additional rent due, Tenant
shall deposit with the Landlord the sum of $7,500.00 as security for Tenant's
performance of its obligations pursuant to this lease agreement.
14TH: If for any reason it shall be impossible to obtain fire or other
hazard insurance on the building and improvements on the leased premises, in an
amount and in the form and with insurance companies acceptable to the Landlord,
the Landlord may, if the Landlord so elects at any time thereafter, terminate
this lease and the term hereof, upon giving to the Tenant sixty (60) days'
notice in writing of the Landlord's intention to do so.
15TH: The Tenant shall pay when due all the rents and charges for water,
sewer, or other utilities used by the Tenant, which are or may be assessed or
imposed upon the leased premises or which are or may be charged to the Landlord
by the suppliers thereof during the term hereof, and if not paid, such rents or
charges shall be added to and become payable as additional rent with the
installment of rent next due or within 30 days of demand therefor, whichever
occurs sooner.
Tenant shall pay the entire cost of electricity to electrify the exterior
lights illuminating and servicing the parking area, plaza, clock tower,
reflecting pool, refuse area and other exterior common areas. If and when
Building C is occupied, either the Landlord or the Tenant of Building C shall
share in paying the cost of water, electricity and all other utilities used for
the exterior common area based upon the square footage of each building. The
tenant shall be responsible for payment of the aforesaid common area maintenance
charges and the landlord shall be responsible for paying to tenant its share of
such charges as defined above, if applicable.
16TH: If the land and premises leased herein, or of which the leased
premises are a part, or any portion thereof, shall be taken under eminent domain
or condemnation proceedings, or if suit or other action shall be instituted for
the taking or condemnation thereof, or if in lieu of any formal condemnation
proceedings or actions, the Landlord shall grant an option to purchase and or
shall sell and convey the said premises or any portion thereof, to any
governmental or other public authority, agency, body or public utility, seeking
to take said land and premises or any portion thereof, then this lease, at the
option of the Landlord, shall terminate, and the term hereof shall end as of
such date as the Landlord shall fix by notice in writing; and the Tenant shall
have no claim or right to claim or be entitled to any portion of any amount
which may be awarded as damages or paid as the result of such condemnation
proceedings or paid as the purchase price for such option, sale or conveyance in
lieu of formal condemnation proceedings; and all right of the
Tenant to damages, if any are hereby assigned to the Landlord. The Tenant agrees
to execute and deliver any instruments, at the expense of the Landlord, as may
be deemed necessary or required to expedite any condemnation proceedings or to
effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the said
lands and premises or any portion thereof. The Tenant covenants and agrees to
vacate the said premises, remove all the Tenant's personal property therefrom
and deliver up peaceable possession thereof to the Landlord or to such other
partly designated by the Landlord in the aforementioned notice. Failure by the
Tenant to comply with any provisions in this clause shall subject the Tenant to
such costs, expenses, damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.
17TH: If there should occur any default on the part of the Tenant in the
performance of any conditions and covenants herein contained, or if during the
term hereof the premises or any part thereof shall be or become abandoned or
deserted, vacated or vacant, or should the Tenant be evicted by summary
proceedings or otherwise, the Landlord, in addition to any prosecution therefor
for damages, may re-enter the said premises and the same have and again possess
and enjoy; and as agent for the Tenant or otherwise, relet the premises and
receive the rents therefor and apply the same, first to the payment of such
expenses, reasonable attorney fees and costs, as the Landlord may have been put
to in reentering and repossessing the same and in making such repairs and
alterations as may be necessary; and second to the payment of the rents due
hereunder. The Tenant shall remain liable for such rents as may be in arrears
and also the rents as may accrue subsequent to the re-entry by the Landlord to
the extent of the difference between the rents reserved hereunder and the rents,
if any, received by the Landlord during the remainder of the unexpired term
hereof, after deducting the aforementioned expenses, fees and costs; the same to
be paid as such deficiencies arise and are ascertained each month.
18TH: Upon the occurrence of any of the contingencies set forth in the
preceding clauses, or should the Tenant be adjudicated a bankrupt, insolvent or
placed in receivership, or should proceedings be instituted by or against the
Tenant for bankruptcy, insolvency, receivership, agreement of composition or
assignment for the benefit of creditors, or if this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings, writ
of execution, levy, sale, or by operation of law, the Landlord may, if the
Landlord so elects, at any time thereafter, terminate this lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge or operating as custodian of the assets or property of the
Tenant, five days' notice in writing of the Landlord's intention so to do. Upon
the giving of such notice, this lease and the term hereof shall end on the date
fixed in such notice as if the said date was the date originally fixed in this
lease for the expiration hereof; and the Landlord shall have
the right to remove all persons, goods, fixtures and chattels therefrom, by
force or otherwise, without liability for damages.
19TH: Any equipment fixtures, goods, furniture, smallwares or other
property of the Tenant, not removed by the Tenant upon the termination of this
lease, or upon any quitting, vacating or abandonment of the premises by the
Tenant, or upon the Tenant's eviction, shall be considered as abandoned and the
Landlord shall have the right, without any notice to the Tenant, to sell or
otherwise dispose of the same, at the expense of the Tenant for any part of the
proceeds of such sale, if any.
20TH: If the Tenant shall fail or refuse to comply with and perform any
conditions and covenants of the within lease, the Landlord may, if the Landlord
so elects, carry out and perform such conditions and covenants, at the cost and
expense of the Tenant, and the said cost and expense shall be payable on demand,
or at the option of the Landlord shall be added to the installment of rent due
immediately thereafter but in no case later than one month after such demand,
whichever occurs sooner, and shall be due and payable as such. This remedy shall
be in addition to such other remedies as the Landlord may have hereunder by
reason of the breach by the Tenant of any of the covenants and conditions in
this lease.
21ST: This lease and the obligation of the Tenant to pay the rent hereunder
and to comply with the covenants and conditions hereof, shall not be affected,
curtailed, impaired or excused because of the Landlord's inability to supply any
service or material called for herein, by reason of any rule, order, regulation
or preemption by any governmental entity, authority, department, agency or
subdivision or for any delay which may arise by reason of negotiations for the
adjustment of any fire or other casualty loss or because of strikes or other
labor trouble or for any cause beyond the control of the Landlord.
22ND: The terms, conditions, covenants and provisions of this lease shall
be deemed to be severable. If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, it shall not affect the validity of any
other clause or provision herein, but such other clauses or provisions shall
remain in full force and effect
23RD: The various rights, remedies, options and elections of the Landlord
expressed herein are cumulative, and the failure of the Landlord to enforce
strict performance by the Tenant of the conditions and covenants of this lease
or to exercise any election or option or to resort or have recourse to any
remedy herein conferred or the acceptance by the Landlord or any installment of
rent after any breach by the Tenant in any one or more instances, shall not be
construed or deemed to be a waiver or relinquishment for the future by the
Landlord of any such conditions and covenants,
options, elections or remedies, but the same shall continue in full force and
effect.
24TH: All notices required under the terms of this lease shall be given and
shall be complete by mailing such notices by certified or registered mail,
return receipt requested, to the address of the parties as shown at the head of
this lease, or to such other address as may be designated in writing, which
notice of change of address shall be given in the same manner.
25TH: The Landlord covenants and represents that the Landlord is the owner
of the premises herein leased and has the right and authority to enter into,
execute and deliver this lease; and does further covenant that the Tenant on
paying the rent and performing the conditions and covenants herein contained,
shall and may peaceably and quietly have, hold and enjoy the leased premise for
the term aforementioned.
26TH: This lease contains the entire contract between the parties. No
representative, agent or employee of the Landlord has been authorized to make
any representations or promises with reference to the within letting or to vary,
alter or modify the terms hereof No additions, changes or modifications,
renewals or extensions hereof shall be binding unless reduced to writing and
signed by the Landlord and Tenant.
27TH: The Landlord shall have the right to terminate this Lease Agreement
upon twelve (12) months' written notice to the Tenant. Such notice may only be
given if, for the preceding lease year, Landlord has not received as rent an
amount greater than Ninety Thousand ($90,000.00) Dollars. The Tenant shall have
the right to terminate this Lease Agreement upon six (6) months' written notice,
however, such notice shall not be given until eighteen (18) months from the
commencement of the initial term of this Lease Agreement. Landlord grants to
Tenant three separate options to renew this Lease Agreement for a period of five
(5) years per option after the expiration of the original term, on the same
terms and conditions as contained in this Lease Agreement unless otherwise
amended by this Lease Agreement. Tenant shall be deemed to have elected each
such option period unless Tenant provides written notice to Landlord of its
intent not to exercise such option at least six (6) months prior to the end of
the original term or the current option period, whichever is applicable. "Lease
year" shall be defined in this Lease as the twelve month period beginning on the
commencement date of this Lease and ending twelve months thereafter.
Notwithstanding any conflicting or unclear provision to the contrary, the
following provisions shall apply during any of the three (3), five year options:
(a) The annual rent figure, payment not greater than which shall trigger
Landlord's right to terminate this lease, shall increase during each of the
three option terms as follows:
Years 6 thru 10 ......................... $100,000.00 per year
Years 11 thru 15 ........................ $112,500.00 per year
Years 16 thru 20 ........................ $125,500.00 per year
(b) During the three (3), five (5) year renewal terms the tenant's right to
terminate the lease can only be exercised upon giving landlord twelve (12)
months' advance written notice of termination.
Superseding all other termination provisions contained within this Lease
Agreement shall be the following. There is currently in existence a Lease
Agreement between Xxxxx'x Realty Associates and Chefs International, Inc. dated
January 21, 2000 which pertains to 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx
(Xxxxx'x Tavern) herein referred to as "Building A Lease." If "Building A Lease"
is terminated in accordance with the terms and conditions of "Building A's
Lease", and at the time of the actual termination of the "Building A Lease"
Chefs International, Inc. has not been able to obtain a plenary consumption
liquor license on terms acceptable to it which allows it to serve liquor at
Building B, this lease between Xxxxx'x Realty Associates and Chefs
International, Inc. pertaining to "Building B" shall also terminate as of the
date that the Building A Lease terminates. The landlord and tenant may agree to
amend or otherwise alter the date of termination of the Building B Lease.
28TH: Tenant agrees to pay Landlord as minimum annual rental for the term
of this lease, at such place as Landlord may from time to time designate, the
sum of Ninety Thousand ($90,000.00) Dollars payable in installments each month
of Seven Thousand, Five Hundred ($7,500.00) Dollars. These payments shall
constitute the minimum annual lease year rental, and may be supplemented by
additional payments as provided below.
In addition to the minimum guaranteed rental specified above, the Tenant
shall also pay to the Landlord for each lease year during the term of this lease
a percentage rental determined by (a) multiplying the total gross sales made in
or from the demised premises during the particular lease year by the percentage
rental rate of six (6%) percent and then (b) subtracting from the product thus
obtained the minimum guaranteed rental paid by the Tenant to the Landlord for
such lease year. The percentage rental, if any, shall be paid within ninety (90)
days of the close of the particular lease year. In no event shall the rent to be
paid by the Tenant and retained by the Landlord for any lease year be less than
the annual lease year minimum guaranteed rental herein specified. "Gross sales"
shall be defined as the aggregate amount of all sales (whether for cash, credit,
or otherwise), of food, beverages, goods and articles, as well as all charges
for services performed, made, or rendered in, about or in connection with the
demised premises, including off-premises sales and monies derived at or away
from the demised premises, as long as they are in connection with the restaurant
and tavern operation conducted on the demised premises. Excluded from "gross
sales" shall be any and all federal, state, municipal or other taxes levied or
payable on any of Tenant's receipts; receipts from sales to employees, tips,
gratuities or employee discounts for food.
Notwithstanding anything to the contrary, during the three (3), five (5)
year renewal term the minimum annual lease year rental shall increase as
follows:
Years 6 thru 10 ........................$100,000.00 per year
Years 11 thru 15 .......................$112,500.00 per year
Years 16 thru 20 .......................$125,500.00 per year
29TH: The obligations of the tenant hereunder are contingent upon the
expansion of Plenary Retail Consumption Liquor License No. 1316-33-005-003 to
the leased premises.
30TH: During the first year of the lease term, Landlord shall not sell or
lease the pad site for proposed building "C" located on the demised premises to
any entity other than the Tenant Such restriction shall not impose an obligation
on the Tenant to purchase or lease the pad site for proposed building "C".
Landlord may not sell or lease the pad site for proposed building "C" to
any entity other than Tenant during the first year of the lease term even if the
Tenant does not enter into an agreement with Landlord to purchase or lease the
pad site for proposed building "C".
Landlord may seek the appropriate approvals to convert the pad site for
proposed building "C" to additional parking for Buildings A & B, both currently
located on Xxx 00, Xxxxx 85.11. If such approvals are sought and granted, the
Tenant and Landlord shall enter into a Lease Addendum governing the Tenant's
right to utilize such parking area and the cost of installing and leasing such
parking area.
31ST: The Landlord may pursue the relief or remedy sought in any invalid
clause by conforming the said clause with the provisions of the statutes or the
regulations of any governmental agency in such case made and provided as if the
particular provision of the applicable statutes or regulation were set forth
herein at length.
32ND: In all references herein to any parties, persons, entities or
corporations, the use of any particular gender or the plural or singular number
is intended to include the appropriate gender or number as the text of the
within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal
or legal representatives, successors and assigns.
33RD: Landlord covenants that it will not operate, lease, rent or permit to
be occupied as a restaurant and/or tavern any premises owned, leased, or
occupied by it, its legal representatives, members of the Lombardi Family or
their successors or assigns, not presently occupied as such, within ten (10)
miles from the demised premises during the term of this lease.
This restrictive covenant shall not prevent Landlord, if the tenant vacates
Building 13, to enter into a lease agreement with a third party that permits a
third party to utilize Building B as a restaurant which may serve alcoholic
beverages and which may offer a menu line significantly dissimilar to that of
Xxxxx'x Inn/Xxxxx'x Tavern. Further, such third party may serve alcoholic
beverages only if it is able to procure its own liquor license.
Furthermore, this covenant shall not prevent any member of the Lombardi
family from acting as a shareholder, director and/or officer of Chefs
International, Inc. or any affiliate thereof.
34TH: The parties acknowledge that tenant shall be occupying Buildings A
and B of Xxx 00, Xxxxx 85.11 and appurtenances thereto and tenant shall also
utilize and enjoy in common with proposed Building C all exterior common areas
including parking, brick paver Plaza, clock tower, reflecting pool, raised
planter, refuse areas and other exterior common areas and appurtenances.
Until such time as Building C is constructed, tenant shall pay 100% of the
real estate taxes levied by the Township of Freehold upon the land and
improvements of Lot 21.
Upon Building C becoming constructed, the tenant of Building C shall pay
its proportionate share of the real estate taxes levied by the Township of
Freehold upon the land and improvements on Lot 21. Proportionate share shall be
defined as the square footage of Building C divided by the total square footage
of Building A, B and C.
Tenant shall pay the said amounts when due to the Township of Freehold and
provide proof of same to the landlord upon request.
35TH: Although this lease is intended to be a triple-net lease, under no
circumstances shall it be construed that Tenant shall pay any monies for any
charges, services, rents, bills or the like incurred prior to the commencement
of the lease term, except as set forth in paragraph 38 of this lease.
36TH: Tenant shall pay the entire cost of the following exterior services:
snow and ice removal in parking lot, plaza and walkways; spreading of salt or
chemical for ice removal/melting; landscaping including grass cutting, weeding,
mulching; cleaning of parking lot and plaza area; planting of raised flower bed;
cleaning and maintenance of reflecting pool and other outside maintenance and
cleaning.
Upon the occupancy of Building C, the cost of the exterior services
specified in the preceding paragraph shall be shared by the tenants of
Buildings A, B and C based upon the square footage of each building.
37TH: Tenant shall pay for its own garbage removal and shall pay the
lease/rental for any and all the compactors provided by Freehold Cartage. Upon
the occupancy of Building C, the cost of garbage removal shall be shared by the
tenants of Buildings A, B and C based upon the square footage of each building.
38TH: For the period beginning on October 1, 2001 and continuing to the day
prior to the lease commencement date, the tenant shall pay the landlord
$3,750.00 per month on the first day of each and every month, as reimbursement
to landlord for landlord's carrying charges with respect to Building B and the
pad site for Building C.
The Landlord may pursue the relief or remedy sought in any invalid clause,
by conforming the said clause with the provisions of the statutes or the
regulations of any governmental agency in such case made and provided as if the
particular provision of the applicable statues or regulation were set forth
herein at length.
In all references herein to any parties, persons, entitles or corporations
the xxx of any particular gender or the plural or singular number is intended to
include the appropriate gender or number as the test of the within instrument
may require. All the terms, covenants and conditions herein contained shall be
for and shall inure to the benefit of and shall bind the respective parties
hereto, and their heirs, executors, administrators, personal or legal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, or caused these presents to be signed by their proper corporate officers
ad their proper corporate seal to be hereto affixed, the day and year first
above written.
WITNESS: XXXXX'X REALTY ASSOCIATES, A
NEW JERSEY PARTNERSHIP, LANDLORD
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx, Managing Partner
ATTEST: CHEFS INTERNATIONAL INC.
CORPORATION, TENANT
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
----------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxxxx, Secretary Xxxxxxx Xxxxxxx, President
FIRST AMENDMENT TO LEASE AGREEMENT DATED JANUARY 21, 2000 BETWEEN XXXXX'X REALTY
ASSOCIATES, A NEW JERSEY PARTNERSHIP AND CHEFS INTERNATIONAL, INC., A
CORPORATION OF THE STATE OF NEW JERSEY, FOR PREMISES KNOWN AS "XXXXX'X TAVERN",
BUILDING A, LOCATED ON A PORTION OF BLOCK 85.11, XXX 00, 000 XXXX XXXX XXXXXX,
XXXXXXXX XXXXXXXX, XXX XXXXXX.
Xxxxx'x Realty Associates, (hereinafter "Landlord") and Chefs
International, Inc. (hereinafter "Tenant"), have previously entered in to a
Lease Agreement on January 21, 2000 for premises known as Xxxxx'x Tavern,
Building A, located on a portion of Block 85.11, Xxx 00, 000 Xxxx Xxxx Xxxxxx,
Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx ("Building A Lease"); and
WHEREAS, the Landlord and Tenant have entered into a separate and distinct
Lease Agreement for premises known as "Building B" located on a portion of Block
85.11, Xxx 00, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx (hereinafter
"Building B Lease"); and
WHEREAS the terms and conditions of the Building B Lease are inexplicably
intertwined with certain terms and conditions of the Building A Lease and
accordingly, the parties have agreed to amend certain terms and conditions of
the Building A Lease in order for it to coincide with certain terms and
conditions of the Building B Lease, all as set forth below and agreed to by the
parties;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the parties agree to
amend the Building A Lease as follows:
1. So that the natural expiration dates of both the Building A Lease
Agreement and Building B Lease Agreement coincide, the original term expiration
date of February 22, 2005 pertaining to the Building A Lease shall be extended
to October 30, 2006. Even though having a duration in excess of five years, this
extended original term beginning February 23, 2000 and ending on October 30,
2006 shall be considered "the original term" of the Building A Lease Agreement.
All other terms and conditions of the Building A Lease Agreement pertaining to,
among other things, the termination and extension of the lease (paragraph 27)
and rent
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due during the term of the lease and any extensions thereto (paragraph 28) shall
be measured from the extended original term described in this paragraph.
2. The tenant, not the landlord, shall be responsible for the payment of
those monies set forth in paragraph 15 of the Building A Lease Agreement (common
area maintenance charges) and paragraph 34 (real estate tapes). Upon request of
the Landlord, Tenant shall provide proof of such payment.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, or caused these presents to be signed by their proper corporate officers
and their proper corporate seal to be hereto affixed, on this 31st day of
October, 2001.
WITNESS: XXXXX'X REALTY ASSOCIATES,
A NEW JERSEY PARTNERSHIP, LANDLORD
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx, Managing Partner
ATTEST: CHEFS INTERNATIONAL INC.
CORPORATION, TENANT
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
----------------------------------- ----------------------------------------
Xxxxxx X. Xxxxxxxx, Secretary Xxxxxxx Xxxxxxx, President
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