EXHIBIT 10.13
REDEVELOPMENT/LAND LEASE AGREEMENT
THIS REDEVELOPMENT/LAND LEASE AGREEMENT, made as of the 12/th/ day of
June, 2001 (the "Effective Date"), by and between the PERTH AMBOY REDVELOPMENT
AGENCY, acting in the capacity of a redevelopment agency pursuant to the
provisions of the Local Redevelopment and Housing Law, with offices at 000 Xxxx
Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx ("PARA" or "Landlord") and LIGHTHOUSE FAST
FERRY, INC., a New Jersey corporation, with offices at 000 Xxxxxxxxx Xxxxxx,
Xxxxx 0X, Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 ("Redeveloper" or "Tenant").
RECITALS
WHEREAS, the Local Redevelopment and Housing Law N.J.S.A. 40A:12A-1 et
seq. (the "Act"), authorizes municipalities to participate in the redevelopment
and improvement of areas in need of redevelopment; and
WHEREAS, in order to assist the City of Perth Amboy (the "City") in
the redevelopment, the City created the Perth Amboy Redevelopment Agency
("PARA") to implement the Redevelopment Plan; and
WHEREAS, in order to stimulate redevelopment, the City by resolution
designated certain properties in the southwest area of the City known as
Southwest Area 1 Redevelopment Area, in accordance with the Act; and
WHEREAS, on May 28, 1997 the City by ordinance adopted the Focus 2000
Redevelopment Plan which Plan has been amended from time to time, and which sets
forth the plan for the redevelopment of Southwest Area 1 to include public and
private transportation
systems, a copy of which is attached hereto as Exhibit C; and
WHEREAS, PARA received an unsolicited proposal from Lighthouse Fast
Ferry, Inc. ("Redeveloper" or "Tenant") which proposes the redevelopment of a
portion of Southwest Area 1 (Block 15, Lots 2, 2.01 and 3) comprised of
approximately 15.63 acres, of which approximately 8.46 acres are riparian
(hereinafter referred to as the "Project Site"); and
WHEREAS, PARA is in the process of acquiring the Project Site, which
is currently owned by International Group, Inc. ("IGI"); and
WHEREAS, Redeveloper proposes to develop "Fast Ferry Service", a ferry
commuter system traveling to Wall Xxxxxx Xxxx 00 and Manhattan Pier 34 - as
detailed in the attached proposal - "Fast Ferry - Lighthouse Landings, Inc."
dated August 25, 2000, a copy of which is attached hereto as Exhibit D; and
WHEREAS, after reviewing and evaluating the Redeveloper's proposal,
PARA preliminarily determined that the proposal for the development of Southwest
Area 1 is consistent with the Redevelopment Plan for Southwest Area 1; and
WHEREAS, on September 26, 2000, PARA adopted a resolution authorizing
discussions with Redeveloper for a Long Term Lease Agreement for the
redevelopment of a portion of Southwest Area 1; and
WHEREAS, the Act requires the Redeveloper to enter into an agreement
with PARA which sets forth the terms and conditions pursuant to which the
Project Site is to be redeveloped; and
WHEREAS, PARA through its Chairman, staff and consultants has
negotiated the detailed terms and conditions of the agreement between PARA and
Redeveloper; and
WHEREAS, PARA and Redeveloper desire to enter into an agreement to
redevelop the
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Project Site in accordance with the requirements of the Redevelopment Plan; and
WHEREAS, the parties hereto desire to set forth in this
Redevelopment/Land Lease Agreement (the "Agreement") the terms and conditions
pursuant to which the Redeveloper will redevelop the Project Site pursuant to
the Act.
NOW THEREFORE, in consideration of the rents, covenants and conditions
herein set forth, PARA and Redeveloper do hereby covenant, promise and agree as
follows:
ARTICLE I
REDEVELOPMENT PROJECT
SECTION 1.1 Scope of the Project. The project shall consist of
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the: (i) the obtaining of applicable Governmental Approvals (as defined herein)
for all Project Improvements (as set forth on Exhibit A), (ii) the financing,
construction, completion and maintenance of all Project Improvements and (iii)
the ultimate operation of the fast ferry service (hereinafter collectively
hereinafter referred to as the "Project").
SECTION 1.2 Implementation of the Project. The Redeveloper agrees,
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at its sole cost and expense, to implement and complete the Project, including
the Project Improvements set forth on Exhibit A consistent with the
Redevelopment Plan and in accordance with the terms and conditions of this
Agreement.
SECTION 1.3 Project Schedule. The Project Schedule which is set
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forth on Exhibit B shall control the progress and completion of the Project.
The Redeveloper will diligently implement and complete the Project by the
Completion Date set forth in the Project Schedule.
SECTION 1.4 Project Improvements. The Redeveloper will design and
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construct
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the Project Improvements in a good and workmanlike manner and in accordance with
all applicable laws and regulations. Redeveloper acknowledges that there are
certain Project Improvements, which may include, but are not limited to,
electric power transmission lines, sewer transmission conduits or pipes,
sewerage pump stations, water lines or pipes, storm sewers, telephone
transmission lines, television cable lines and other utilities.
SECTION 1.5 Progress Reports and Progress Meetings. The
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Redeveloper shall submit to PARA a monthly written progress report which shall
include a description of activities completed, the activities to be undertaken
prior to the next monthly progress report, the status of all Governmental
Approvals, an explanation of each activity, if any, which is showing delay, a
description of problem areas, current and anticipated delaying factors and their
estimated impact on performance of other activities and completion dates in the
Project Schedule and an explanation of corrective action taken or proposed.
Upon the request of PARA, the Redeveloper agrees to attend and participate in
progress meetings with representatives of PARA to report on the status of the
Project and to review the progress under the Project Schedule.
SECTION 1.6 Certificate of Completion. The completion date of the
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Project shall be evidenced by a certificate issued by PARA ("Certificate of
Completion"), after advice and consent of the Planning Board, accepting the
terms of a written certification of a duly authorized officer of Redeveloper
stating that the Project Improvements have been completed in accordance with the
approved final site plan and all labor, services, materials and supplies used in
connection thereto have been paid for. If PARA determines the Redeveloper is
not entitled to a Certificate of Completion, PARA shall at the written request
of the Redeveloper, within thirty (30) days of receipt of the written request,
provide the Redeveloper with a written statement of the reasons PARA refused or
failed to furnish a Certificate of Completion. If the reason for the
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refusal is confined to the immediate availability of specific minor finish
items, PARA will issue its Certificate of Completion upon the posting of a bond
to the extent not covered by existing bonds (or other reasonably satisfactory
security) by the Redeveloper in an amount representing the fair value of the
work not yet completed.
ARTICLE II
GENERAL REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties by the Redeveloper. The
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Redeveloper hereby represents and warrants the following to PARA for the purpose
of inducing PARA to enter into this Agreement and to consummate the transactions
contemplated hereby, all of which shall be true as of the date hereof:
(a) The Redeveloper is a corporation of the State of New Jersey, is
qualified to do business and in good standing under the laws of the State of New
Jersey, and has all requisite power and authority to carry on its business as
now and whenever conducted, and to enter into and perform its obligations under
this Agreement.
(b) The Redeveloper has the legal power, right and authority to enter
into this Agreement and the instruments and documents referenced herein to which
the Redeveloper is a party, to consummate the transactions contemplated hereby,
to take any steps or actions contemplated hereby, and to perform their
obligations hereunder.
SECTION 2.2 Representations and Warranties by PARA. PARA hereby
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represents and warrants the following to the Redeveloper for the purpose of
inducing the Redeveloper to enter into this Agreement and to consummate the
transactions contemplated hereby, all of which shall be true as of the date
hereof:
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(a) PARA is the entity of the City which has been designated pursuant
to the Act to exercise the redevelopment powers for the Project.
(b) PARA has the legal power, right and authority to enter into this
Agreement and the instruments and documents referenced to herein to which PARA
is a party, to consummate the transactions contemplated hereby, and to perform
their obligations hereunder.
ARTICLE III
REDEVELOPER COVENANTS
SECTION 3.1 Redeveloper Covenants. The Redeveloper covenants and
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agrees that:
(a) The Redeveloper shall not use the Project Site, or any part
thereof in a manner that is not consistent with the Redevelopment Plan and this
Agreement. The Redeveloper will construct only those uses established in the
Redevelopment Plan or as the Redevelopment Plan may be modified, in writing, by
PARA from time to time in accordance with the Act.
(b) The Redeveloper shall commence construction of the Project
Improvements on the dates set forth in the Project Schedule and shall implement
and complete the Project in accordance with conditions and requirements of this
Agreement, the Redevelopment Plan and the Act.
(c) The Redeveloper shall not, without the prior written consent of
PARA: (i) effect or permit any change, directly or indirectly, in the majority
ownership or control of the Redeveloper, provided, however, that such consent
shall not be required as a result of the redeveloper's refinancing,
recapitalization or sale and purchase of its stock in the ordinary course of
business; (ii) assign or attempt to assign this Agreement or any rights herein
or in the Project
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Site, or (iii) make any total or partial sale, lease, transfer or conveyance of
the whole or any part of its interest in the Project Site or the Project
(collectively a "Transfer").
(d) The Redeveloper shall not use the Project Site, or any part
thereof, as collateral for an unrelated transaction.
SECTION 3.2 Effect and Duration of Covenants. The covenants in
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this Article shall run with the land and be referenced in any deeds, leases or
other documents of conveyance for properties in the Project Site. The covenants
shall cease and terminate when a Certificate of Completion for such improvements
has been issued.
ARTICLE IV
REDEVELOPER OBLIGATIONS
SECTION 4.1 PARA Costs. The Redeveloper shall provide funding to
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PARA for all reasonable costs incurred by PARA in connection with the Project
("PARA Costs"). PARA Costs shall include, but not be limited to any
administrative costs, staff costs, costs of any professional consultant,
contractor or vendor retained by PARA including attorneys, technical
consultants, planners and financial consultants, among others, and all other
out-of-pocket costs and expenses of PARA related to the Project. Redeveloper
shall have the right to discuss the reasonableness of all bills submitted for
payment and shall have the right to approve all consultants, contractors or
vendors retained by PARA, which approval shall not be unreasonably withheld. By
this Agreement, Redeveloper accepts and approves of the following consultant
and administrative staff at the rates provided by PARA:
(a) Xxxxx Xxxxxxx, as Executive Director;
(b) Xxxxxxxx, Falcon & Xxxxxx, LLP as attorneys;
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(c) Xxxxxx Environmental Inc., as engineers; and
(d) Value Research Group, as appraisers
SECTION 4.2 Payment of PARA Costs. Redeveloper shall pay PARA
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Costs to PARA on a monthly basis within thirty (30) days after receipt from PARA
of a written invoice for payment of costs incurred by PARA. Should Redeveloper
fail to pay said monthly invoice within thirty (30) days, PARA, at its option,
may notify Redeveloper that it will no longer accept payment on a monthly basis
and Redeveloper shall be required to immediately deposit with PARA the amount of
Fifteen Thousand dollars ($15,000.00) to be maintained in a separate account by
PARA and to be drawn down by PARA to cover PARA Costs ("Project Funds"). PARA
shall provide the Redeveloper with invoice(s) setting forth PARA Costs incurred
by PARA, which will be drawn down. Within fifteen (15) days of the receipt by
Redeveloper of written notice from PARA that the amount of Project Funds has
decreased to Five Thousand dollars ($5,000.00), the Redeveloper shall replenish
the Project Funds to the amount of $15,000.00. If the PARA Costs exceed the
amount of the Project Funds, the Redeveloper will pay such costs upon ten (10)
days written notice from PARA that such costs are due.
ARTICLE V
LEASE OF PROJECT SITE
SECTION 5.1 Project Site Landlord does hereby demise and lease to
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Tenant and Tenant does hereby hire and lease from Landlord the Project Site The
Redeveloper acknowledges that there may be certain title issues regarding the
Project Site which must be addressed by the State of New Jersey, including but
not limited to, riparian tights, wetlands and tidelands, which shall be the sole
responsibility of the Redeveloper.
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SECTION 5.2 Term: The initial term of the lease shall commence on
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July 1, 2001 and end on June 30, 2009 ("Initial Term"), unless sooner terminated
in accordance with the terms of this Lease, including without limit, any
termination under Article XVII of this Lease. Redeveloper acknowledges that PARA
is in the process of acquiring the Project Site from IGI, as part of a larger
acquisition of property owned by IGI, located in the Xxxxxxxxx Xxxx 0
Xxxxxxxxxxxxx Xxxx. PARA anticipates the closing with IGI will occur on or
before July 1, 2001, however, should PARA and IGI fail to close on that date,
PARA and Redeveloper agree to extend the commencement date of the Initial Term
to the actual date of closing ("Closing Date").
For the purpose of this Lease, the term "Lease Year" shall mean any
twelve (12) month period during the term hereof that commences on July 1 of any
calendar year and ends on the last day of the following June 30. The first Lease
Year shall begin on the later of July 1, 2001 or the Closing Date and shall end
on June 30, 2002 ("Initial Lease Year"). The annual Rent for the Initial Term
shall be as specified in Section 5.4(a).
SECTION 5.3 Renewal Options:
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(a) Tenant shall have the option to extend this Lease beyond the
Initial Term for three (3) additional consecutive terms of five (5) year periods
and one fourth term of a two (2) year period (each, an "Option Term"), upon the
same terms and conditions provided in this Lease, except that (i) the annual
Rent for each Option Term shall be as specified in Section 5.4(b) of this Lease,
and (ii) there shall be no further extension rights after the fourth Option
Term.
(b) Each Option may be exercised only by written notice of exercise
given by Tenant to Landlord on or before six (6) months prior to the last day of
the Initial Term or each Option Term, as to which notices time shall be of the
essence. Failure to so exercise within the applicable period shall render any
subsequent attempted exercise void and of no effect, any
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principals of law to the contrary notwithstanding. Each Option may be exercised
within the applicable period, only if this lease is then in full force and
effect.
SECTION 5.4 Rent:
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(a) Initial Term: Annually Monthly
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First Year Commencing July 1, 2001/1/ $ 36,000 $ 3,000
Second Year Commencing July 1, 2002 $ 60,000 $ 5,000
Third Year Commencing July 1, 2003
Through the Fourth year $150,000 $12,500
Fifth Year Commencing July 1, 2005
Through the Seventh Year $180,000 $15,500
Eighth Year Commencing July 1, 2008 $264,000 $22,000
(b) Option Terms:
Annually Monthly
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First Option Term Commencing July 1, 2009
Through Fourth Option Term $264,000 $22,000
SECTION 5.5 Option to Purchase. Provided the Tenant is not in default of
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its obligations pursuant to the terms hereof, Tenant is hereby granted an option
to purchase the Project Site upon the following terms and conditions :
(a) Tenant shall have the right to exercise the option to purchase at any
time after the expiration of the Initial Term, and on or before the termination
of any subsequent terms of this Lease, by written notice to Landlord. Tenant
acknowledges that time is of the essence with respect to exercise of the said
option by Tenant.
(b) Landlord shall have thirty (30) days from the date of the receipt of
the exercise of said option by Tenant and the requisite deposit to prepare and
deliver to Tenant a formal contract of sale in the form substantially similar to
the standard contract of sale used in Middlesex County for the conveyance of
Municipal Property
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(c) The purchase price of the Project Site shall be One Million
($1,000,000.00) Dollars. Rent shall be paid up until purchase and shall be
prorated until the date of closing.
SECTION 5.6 Taxes. Tenant shall pay all Real Estate taxes, charges and
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assessments levied against the Project Site on or before the due date thereof.
Tenant shall have the right to appeal any tax assessment, which it is obligated
to pay under this Section 5. Tenant shall be solely responsible for all taxes,
including but not limited to sales and use taxes, attributable to Tenant's
business operations.
SECTION 5.7 Use. The Project Site will be used exclusively for the
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operation of a high-speed passenger ferry service between Perth Amboy and other
destinations selected by Tenant and in connection therewith. Tenant shall, at
its sole cost and expense, construct a passenger terminal and parking facilities
for the fast ferry service, i.e., the Project Improvements, which are more
specifically described on Exhibit A.
SECTION 5.8 Exclusive Right to Operate Fast Ferry Service.
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(a) During Lease. Landlord agrees that, during the term of this Lease, it
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will not grant a lease, license or permit to any party for the operation of high
speed passenger ferry service of any land owned by Landlord, provided, however,
should Redeveloper fail to commence operation of the high speed passenger ferry
service at the Project Site within twelve months after the commencement of the
Initial Lease Term, PARA reserves the right to grant a lease, license or permit
to any party for the operation of high speed passenger ferry service in Perth
Amboy, provided, however, that PARA shall agree to extend the twelve-month
period for an additional six month period, provided that Redeveloper has filed
administratively complete
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/1/ Should the Lease commence on any date other than July 1, 2001 as discussed
in Section 5.2, the Rent for the Initial Lease Year shall be prorated
accordingly.
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applications for all Governmental Approvals and is diligently pursuing such
approvals. Any further extensions shall be granted at the discretion of PARA.
(b) Upon Purchase of Property. If Redeveloper purchases the Project Site
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pursuant to the terms herein, PARA and the City agree that they will not grant a
lease, license or permit to any party for the operation of high speed passenger
ferry service of any land owned by PARA or the City.
ARTICLE VI
PROJECT APPROVALS
SECTION 6.1 Governmental Approvals:
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(a) In accordance with the Project Schedule, Tenant shall promptly and
using its best efforts, at its sole cost and expense, obtain all governmental
permits, approvals, licenses and/or certificates required in connection with (i)
the construction of the Project Improvements set forth on Exhibit B, (ii)
Tenant's use of the Project Site, and (iii) Tenant's operation of passenger
ferry services between the Project Site and destinations selected by Tenant
(collectively the "Governmental Approvals").
(b) Upon submission of each application for a Governmental Approval,
Redeveloper shall provide PARA with copies of same.
(c) Tenant shall provide Landlord with evidence reasonably satisfactory to
Landlord that all required Governmental Approvals are in full force and effect
for Tenant's use of the Project Site, including, but not limited to, copies of
all Governmental Approvals obtained.
(d) Landlord agrees to cooperate with Tenant in connection with the
Governmental Approvals; Tenant agrees to reimburse Landlord for its out of
pocket costs incurred at Tenant's request in connection with obtaining the
Governmental Approvals.
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SECTION 6.2 Local Planning Approval. The Redeveloper shall be
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required to obtain local planning approval for the Project.
SECTION 6.3 No Warranty of Suitability. The Redeveloper
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specifically acknowledges that PARA makes no representation or warranty,
expressed or implied or otherwise, as to the Project or the Project Site's
fitness for use for any particular purpose, condition or durability thereof, or
that it will be suitable for the Redeveloper's purposes.
ARTICLE VII
COMPLIANCE WITH LAWS
Tenant shall comply with all laws, statues, ordinances, regulations and
other requirements of any governmental authority ("Legal Requirements") to the
extent such compliance is required as a result of (a) Tenant's specific use of
the Project Site, (b) Tenant's acts and/or (c) its Governmental Approvals.
ARTICLE VIII
MAINTENANCE OF PROJECT SITE
SECTION 8.1 Maintenance/Repairs: (a) Tenant shall, at its sole cost
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and expense, take good care of the Project Site and put, keep and maintain the
same in neat, clean, good, safe and substantial order and condition, shall not
do or suffer any waste with respect thereto and shall promptly at Tenant's sole
cost and expense, make all necessary repairs and replacements to the Tenant's
improvements thereon, including without limit, the dock that is part of the
Project Site.(b) Landlord will not be required to make any repairs or
replacements to the Premises and/or to the improvements that exist thereon.
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SECTION 8.2 Neighborhood Impacts. The Redeveloper shall take all
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steps that are reasonably necessary in order to minimize any potential negative
effects that the construction of the Project and/or use of the Project Site may
produce on the surrounding neighborhoods, including, but not limited to steps to
minimize (a) the traffic effects both during the construction of the Project and
after its completion; (b) minimizing and controlling the migration of rodents,
insects or other animals from the Project Site during the construction of the
Project; and (c).minimizing the passage of excessive or unwarranted
illumination, noise or pollution into the surrounding communities.
SECTION 8.3 Signage: Tenant, at its expense, may install signs for its
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use of the Project Site of such size, design, character, number and location as
Landlord shall first approve in writing, which approval shall not be
unreasonably withheld, delayed or conditioned. Tenant shall maintain all such
signs in good condition and repair. The erection and maintenance of such signs
shall be in compliance with all applicable laws and ordinances.
ARTICLE IX
UTILITIES AND SERVICES
SECTION 9.1 Utilities and Services:
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(a) Tenant is responsible for the collection of all garbage on the Project
Site, for the removal of all ice and snow, and for the maintenance of the paved
and landscaped areas; Landlord does not have any obligation with respect to said
services.
(b) Tenant shall pay for all utilities related to Tenant's use of its
Premise, including, without limit, all electrical services which will be
monitored through a separate meter installed by Tenant.
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ARTICLE X
INSURANCE
SECTION 10.1 Insurance: For so long as this Lease is in effect, and as a
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condition to entering the Project Site, the Tenant must provide evidence of at
lease the following insurance coverage:
(a) Workers' Compensation at statutory limits with Employer's Liability of
at least $500,000 limits.
(b) Comprehensive General Liability insurance, including broad from
property damage liability, with a combined single limit of at least
$5,000,000 per occurrence for bodily injury and property damage per
occurrence.
(c) Marine Use Insurance in amounts satisfactory to PARA.
All policies shall be endorsed to:
(a) Name the Landlord and the City of Perth Amboy and their respective its
directors, officers, agents, employees, assigns and affiliates as
additional insureds with respect to any and all third party bodily
injury and/or property damage, and
(b) Require that thirty (30) days written notice be give to the Landlord
prior to any cancellation or material change in the policy.
All insurance certificates must specifically identify the location of the
Project Site.
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ARTICLE XI
INDEMNIFICATION
SECTION 11.1 Indemnification:
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(a) Tenant shall indemnify and hold the Landlord, its directors, officers,
agents, employees, assigns and affiliates harmless from any and all claims,
costs (including any attorneys' fees), loss or liability whatsoever, including
but not limited to injury to persons (including death) or damage to the Project
Site (including environmental damage to the Project Site) caused by or resulting
from (a) the acts or omissions of Tenant or its agent, employees, contractors or
invitees, or (b) any breach by Tenant of the terms of this Lease.
(b) Landlord shall indemnify and hold the Tenant, its directors, officers,
agents, employees, assigns and affiliates harmless from any and all claims,
costs (including any attorneys' fees), loss or liability whatsoever, including
but not limited to injury to persons (including death) or damage to the Project
Site (including environmental damage to the Project Site) caused by or resulting
from (a) the acts or omissions of Landlord or its agent, employees, contractors
or invitees, or (b) any breach by Landlord of the terms of this Lease.
(c) The provisions of this Section 13 will survive the termination of
this lease.
ARTICLE XII
DAMAGE TO OR DESTRUCTION OF THE PROJECT SITE
SECTION 12.1 Lease Termination. If the Project Site: (a) by reason of
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casualty are rendered unsuitable, in Tenant's reasonable judgment, for Tenant's
business purposes and Tenant elects not to repair, or (b) are damaged as a
result of a risk which is not covered by
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Tenant's insurance and Tenant elects not to repair; Tenant may terminate this
Lease by written notice given to Landlord within sixty (60) days after such
event. In the event of termination, this Lease shall expire thirty (30) days
after the date on which such notice of termination I give and Tenant shall
vacate and surrender the Project Site to the Landlord. In the event that this
Lease is not terminated, Tenant shall commence repairs and restoration as soon
as is reasonably possible and prosecute the same to completion with all due
diligence and at its sole cost and expense.
SECTION 12.2 Rent Abatement. The Rent shall be abated proportionately if
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Tenant cannot use the Project Site for the purposes herein during the period of
any damage, repair or restoration provided for this Section 14, provided,
however, any such abatement of rent shall end when Tenant commences its use of
the Project Site. Tenant shall continue the operation of its business at the
Lease Project Site during any such period to the extent reasonably practicable
from the standpoint of prudent business management, and any other obligations of
Tenant under the Lease shall remain in full force. Except for the abatement of
Rent herein provided, Tenant shall not be entitled to any compensation or damage
for loss in the use of the whole or any part of the Project Site and/or any
inconvenience or annoyance occasioned by any damage, destruction, repair or
restoration. In the event the cause of the damage was due to the negligence or
willful misconduct of the Tenant or its agents, employees, contractors or
invitees, there shall be no abatement of rent.
ARTICLE XIII
CONDEMATION OF THE PROJECT SITE
If all or substantially all of the Project Site shall be condemned or taken
in any manner for any public or quasi-public use, this Lease shall cease and
terminate as of the date of actual
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taking and Rent and additional rent payable hereunder shall be prorated to the
date of such taking. For the purposes of this Section 15 "substantially all" of
the Project Site shall be deemed to have been taken if such condemnation of
taking shall, in the reasonable determination of Tenant, render the Project Site
unusable for the Project Site set forth in Section 6 of this Lease.
ARTICLE XIV
ESTOPPEL CERTIFICATE
SECTION 14.1 Certificate of Tenant. Tenant shall, at any time and form
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time to time, upon not less than ten (10) days prior notice by Landlord,
execute, acknowledge and deliver to landlord a statement in writing certifying
that this Lease in unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as modified and
stating such modifications), and the dates to which the Rent and other payments
have been paid in advance, if any, and stating whether or not Landlord is in
default in performance of the terms of this Lease and, if so, specifying each
such default of which the signer may have knowledge, it being intended that any
such statement delivered pursuant to this Paragraph may be relied upon by any
prospective purchaser of the fee of the Demised Project Site or any mortgages
thereof or any assignee of any mortgage upon said fee.
SECTION 14.2 Certificate of Landlord. Landlord shall, at any time and
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from time to time, upon not less than ten (10) days prior notice to Tenant,
execute, acknowledge and deliver to Tenant a statement in writing certifying
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as modified and
stating such modifications), and the dates to which the Rent and other payments
have been paid in advance, if any, and stating whether or not Tenant is in
default in performance
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of the terms of this Lease and, if so, specifying each such default of which the
signer may have knowledge, it being intended that any such statement delivered
pursuant to this Paragraph may be relied upon by any prospective assignee of the
Tenant's interest hereunder or any mortgages thereof or any assignee of any
mortgage upon said interest or any permitted subtenant.
ARTICLE XV
ENVIRONMENTAL MATTERS
SECTION 15.1 Environmental Conditions at the Project Site. The Project
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Site is being leased "as is" and without representation, warranty or guaranty as
to the environmental condition of the Project Site. Redeveloper has agreed to
lease the Project Site in its present environmental condition, which may include
the existence of Contaminants. To the best of its knowledge PARA has provided
to Redeveloper any information it has regarding the environmental condition of
the Project Site. That information is set forth in the documents referenced in
Exhibit E.
For purposes of this Agreement, the term "Contaminant" shall mean any oil,
gasoline, diesel fuel or other petroleum product, any liquid, solid or gaseous
chemicals, any hazardous waste, any non-indigenous materials, or any hazardous
waste or any substance identified as having an adverse environmental impact
under any federal, sate or local law, ordinance, rule, regulation or order,
which include but are not limited to the following statutes, chapters, etc., as
amended and the regulations and policies adopted pursuant thereto; Titles 13 and
58 of the New Jersey General Statutes; The Toxic Substances Control Act, 15
United Sates Code (S) 1251 et seq.; the Resource Conservation and Recovery Act,
42 United States Code (S) 6901 et seq.; the Clean Xxxxx Xxx, 00 Xxxxxx Xxxxxx
Code (S) 1251 et seq.; the Xxxxx Xxx Xxx, 00 Xxxxxx Xxxxxx Code (S)
19
7401 et seq.; the Safe Drinking Xxxxx Xxx, 00 Xxxxxx Xxxxxx Code 300f-300j; and
the Comprehensive Environmental Response Compensation and Liability Act, 42
United States Code (S) 9601 et seq.
SECTION 15.2 Remediation. Redeveloper accepts and acknowledges that soil
-----------
contamination exists on a portion of the Project Site (Block 15, Lot 3) which
portion is described as the IGI "South Yard" in the environmental documents
disclosed on Exhibit E. Redeveloper further acknowledges that, on February 29,
2000, the New Jersey Department of Environmental Protection ("NJDEP") approved a
remedial action workplan ("RAW") for the South Yard which requires that all or a
portion of the South Yard be capped with an engineering control (permeable
geotextile and 12" compacted soils cover seeded) and that an institutional
control (i.e., deed notice) be established and filed. In lieu of the geotextile
and soil cover, Redeveloper agrees to construct an asphalt parking lot, which
will substitute for said engineering control provided the same is approved by
NJDEP. Pavement structures shall consist of an approved proofrolled sub-grade,
six inch NJDOT DGA sub-base, four inch NJDOT I-2 base course, and 1.5 inch NJDOT
I-5 top course, or other City-approved pavement structure compliant with City
standards. PARA agrees to file the Deed Notice for the engineering controls once
Redeveloper has completed construction of the asphalt paving.
SECTION 15.3 Engineering Controls. Redeveloper, its successors and
--------------------
assigns consent to the establishment of engineering controls on the Project Site
and agree to maintain engineering controls in accordance with the requirements
of the NJDEP. Redeveloper agrees to operate the Fast Ferry facility in a manner
that does not violate the conditions of the engineering controls. In the
unlikely event that Redeveloper exercises its option to purchase the Project
Site
20
prior to the filing of the Deed Notice required by the RAW, Redeveloper agrees
to file said Deed Notice as owner of the property upon receipt of title from
PARA.
SECTION 15.4 Environmental Insurance. PARA acknowledges that it will be
-----------------------
acquiring the Project Site from IGI in an as is condition, which condition may
include the existence of Contaminants. In order to protect PARA and Redeveloper
from claims arising from the existence of such Contaminants at the Project Site,
PARA shall purchase environmental insurance and shall have Redeveloper listed as
an additional insured. Redeveloper shall contribute to fifty (50%) percent of
the costs of the premium of such environmental insurance. In the event that PARA
does not obtain the environmental insurance as described in this section, PARA
agrees to indemnify Redeveloper from claims arising from the existence of such
Contaminants.
SECTION 15.5 Maintenance of Project Site. Tenant shall at all times
---------------------------
maintain the Project Site in a safe and lawful condition. Tenant shall not cause
any release or discharge of any Contaminant at the Project Site. Tenant may
deliver fuel to its ships or boats by truck provided the same is done in
compliance with all Legal Requirements and only by exercising a reasonable and
customary degree of skill and care in management of such fuel. In no event may
Tenant construct, install or use any aboveground or underground storage tanks
for such fuel or for any other purpose.
SECTION 15.6 Environmental Indemnity.
-----------------------
(a) Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all claims, costs (including attorneys' fees), actions, loss,
judgments, fines and liability whatsoever (including, without limitation,
actions brought by any governmental authority or third party) arising out of or
in connection with any release or discharge of any Contaminant at
21
the Project Site after the Effective Date hereof which is caused by Tenant or
its agents, employees, contractors or invitees.
(b) Landlord shall indemnify, defend and hold Tenant harmless from and
against any and all claims, costs (including attorneys' fees), actions, loss,
judgments, fines and liability whatsoever (including, without limitation,
actions brought by any governmental authority or third party) arising out of or
in connection with any release or discharge of any Contaminant at the Project
Site after the Effective Date hereof which is caused by Landlord or its agents,
employees, contractors or invitees.
(c) The indemnification provisions of this Section 15.5 shall survive the
termination of this Lease.
SECTION 15.7 Access to Project Site to Mitigate Environmental Condition.
----------------------------------------------------------
Landlord reserves to itself and to its successors and assigns, the right to
enter the Project Site at any time to the extent necessary to inspect, test or
monitor for or take action to mitigate any adverse environmental condition. It
is the intention of the parties that, except in emergency conditions, the
Landlord shall consult with the Tenant prior to commencing any mitigation work
that will significantly affect Tenant's business operations.
ARTICLE XVI
CREDIT FOR EXCESS PROJECT COSTS
Redeveloper shall be responsible for all ordinary costs associated with
site development at the Project Site and with the construction of all Project
Improvements ("Ordinary Project Costs"). It is understood that, due to the
existence of the Contaminants at the Project Site, Redeveloper may be required
to incur additional costs in order to comply with the DEP's
22
requirements as set forth in the RAW, which costs would not have been incurred
but for the existence of Contaminants at the Project Site ("Excess Project
Costs"). Redeveloper shall be responsible for Excess Project Costs which exceed
the Ordinary Project Costs by twenty (20%) percent. All Excess Project Costs
incurred by Redeveloper which exceed the Ordinary Project Costs by more than
twenty (20%) percent shall be considered a credit toward the Purchase Price of
the Project Site, should Redeveloper exercise its option to purchase provided
herein. Redeveloper shall provide PARA with written documentation to support any
requests for a credit for excess project costs, including detailed invoices from
its contractors and subcontractors.
ARTICLE XVII
ACCESS TO PROJECT SITE
Tenant shall permit Landlord or Landlord's agents to enter the Project
Site, at all reasonable hours, for the purpose of inspecting the same, or of
making repairs or performing any other work on the Project Site that Tenant may
neglect or refuse to make in accordance with the terms of this Lease, and also
for the purpose of showing the Project Site to prospective purchasers or
mortgagee, or within six (6) months prior to the expiration of the term of this
Lease to persons wishing to lease the Demised Project Site.
ARTICLE XVIII
DEFAULT AND TERMINATION
SECTION 18.1 Curing Tenant's Defaults: If Tenant shall be in default in
------------------------
the performance of any of the agreements, conditions, covenants or terms of this
Lease, or in the payment of any amounts required to be paid hereunder by Tenant,
including, without limitation,
23
to pay premiums in connection with any insurance policies required to be
maintained pursuant to the terms hereof; to pay any other charges under this
Lease to make any repairs; to keep the Project Site free of any mechanics or
other liens for the payment of money; or to make any other payment or to perform
any other act on Lessee's part to be paid or performed as provided herein, the
Landlord may, but shall not be obligated so to do, upon ten (10) day written
notice to Tenant (or such shorter period as shall be necessitated by the nature
of the default, or without notice if the default shall constitute an emergency)
pay or perform the same for the account of Tenant without waving the performance
of or releasing hereunder. Any amount paid, or any expenses or liability
incurred, including reasonable attorneys' fees, by Landlord for the account of
the Tenant as aforesaid, shall be deemed to be additional rent which shall be
paid by Tenant, together with interest at the rate of eighteen percent (18%) per
annum, upon submission of a xxxx therefore by Landlord.
SECTION 18.2 Events of Default. Each of the following shall be deemed as
-----------------
default by Tenant hereunder and a breach of this Lease:
(a) a failure by Tenant in the payment of the Rent within fifteen (15)
days of its due date, provided that PARA delivers a written notice to Tenant
five days prior to declaring a default in the payment of rent;
(b) a default in the performance or observance of any other covenant or
provision of this Lease to be performed or observed by Tenant and continuing for
a period of thirty (30) days after notice thereof by Landlord to Tenant;
(c) the filing of a petition by or against Tenant for adjudication as of
bankrupt under the Federal Bankruptcy Act, or the Federal Bankruptcy Code
(hereinafter referred to as the "Bankruptcy Laws") as now or hereafter amended
or supplemented, or for reorganization or for
24
arrangement within the meaning pursuant to any of the Bankruptcy Laws, or the
filing of any petition by or against Tenant under any future bankruptcy act or
law for the same or similar relief; the commencement of any action or proceeding
for the liquidation of Tenant whether instituted by or against Tenant, or for
the appointment of a receiver or trustee of the property of Tenant, or any
material portion thereof, the taking of possession of the property of Tenant, by
any governmental officer or agency pursuant to statutory authority for the
dissolution, rehabilitation, reorganization or liquidation of Tenant; the making
by Tenant or an assignment for the benefit of creditors; however, if any of such
actions shall be involuntary on the part of Tenant, the event in question shall
not be deemed a default within the meaning of this Lease if cured by Tenant
within thirty (30) days thereof; or
(d) the abandonment or vacating of the Project Site by Tenant.
(e) Redeveloper's implementing a Transfer in violation of this Agreement.
SECTION 18.3 Termination.
-----------
(a) Upon the occurrence of any event of default under the Lease, Landlord
may serve a written notice upon Tenant that Landlord elects to terminate this
Lease upon a specified date not less than sixty (60) days after the date of
service of such notice, and this Lease shall then expire on the date so
specified. Failure to exercise any option to enforce a default shall not
constitute waiver of the rights of the Landlord to exercise the same in the
event of a subsequent event of default.
(b) Rights of Termination. Upon any such expiration or termination of
---------------------
this Lease, Tenant shall quit and peacefully surrender the Project Site to
Landlord and Landlord, upon or at any time after any such expiration or
termination, may without further notice, enter upon and re-enter the Project
Site and possess and repossess itself thereof, by force, summary process,
25
ejectment or otherwise, it being understood and agreed that no demand for the
rent and no re-entry for conditions broken as at common law shall be necessary
to enable Landlord to recover such possession pursuant to any statutes now or
hereafter existing relating to summary process, ejectment or any other action
for the possession of the Project Site, the right to the same being hereby
waived by Tenant and Landlord shall not be deemed guilty of any manner or
trespass and/or be liable to indictment, prosecution or damages therefore, and
may dispossess Tenant and remove Tenant and all other persons and property from
the Project Site.
(c) Tenant's Improvements. On the expiration or earlier termination of
---------------------
this Lease, Tenant shall surrender the Project Site in as good condition and
repair as Tenant is required to maintain the same during the term hereof. Tenant
shall have the right, but not the obligation, to remove all improvements made by
Tenant. All improvements not removed by Tenant within sixty (60) days of
expiration or termination will, at Landlord's option, become the property of
Landlord. All trade fixtures and personal property installed at the Project Site
shall remain Tenant's property and will be removed by Tenant within sixty (60)
days of termination.
SECTION 18.4. Remedies of PARA Upon Event of Default. Upon termination of
--------------------------------------
this Agreement in the event of a default by Redeveloper pursuant to Section
17.3(a), PARA shall have the right to retain all Rent paid in accordance with
Section 5.4 and/or to seek any other remedies available pursuant to law.
SECTION 18.5 No Duty to Mitigate Damages. PARA shall not be required to
---------------------------
do any act whatsoever or exercise any diligence whatsoever to mitigate the
damages to the Redeveloper if any Event of Default of the Redeveloper shall
occur hereunder.
SECTION 18.6 Remedies Cumulative. No remedy conferred by any of the
-------------------
provisions of this Agreement is intended to be exclusive of any other remedy and
each and every
26
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies shall not constitute a
waiver of the right to pursue other available remedies.
ARTICLE XIX
WAIVERS
SECTION 19.1 Jury Trial. It is mutually agreed by and between Landlord
----------
and Tenant that the respective parties hereby 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 on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Demised Project Site and/or any claim of injury
or damage.
SECTION 19.2 Extension of Waiver of Default. No receipt of monies by
------------------------------
Landlord from Tenant after the termination or cancellation of this Lease shall
reinstate, continue or extend the term of this Lease, or affect any notice
theretofore given to Tenant or operate as a waiver of right of Landlord to
enforce the payment of the Rent or any payments then due or thereafter falling
due, or operate as a waiver of the right of Landlord to enforce the payment of
the Rent or any payments then due or thereafter falling due, or operate as a
waiver of the right of payments then due or thereafter falling due, or operate
as a waiver of the right of Landlord to recover possession of the Project Site
by suit, action, proceeding or remedy; it being agreed that after the service of
notice to terminate or cancel this Lease, or the commencement of suit, action or
summary proceedings or any other remedy, or after a final order or judgment for
the possession of the Project Site, Landlord may demand, receive and collect any
monies due or thereafter
27
falling due, without in any manner affecting such notice, proceeding, suit,
action, order or judgment; and any and all such monies collected shall be deemed
to be payment on account of the use and occupancy of the Project Site or, at the
election of Landlord, on account of Tenant's liability hereunder.
SECTION 19.3 Waiver of Breach. The receipt by Landlord of payments
----------------
hereunder with knowledge of the breach by Tenant of any of the terms of this
Lease shall not be deemed a waiver of such breach. No payment by Tenant or
receipt by Landlord of a lesser amount than the amount of any payments required
herein shall be deemed to be other than on account of such payments, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment by deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance
thereof or pursue any other remedy in this Lease provided.
SECTION 19.4 Limited Aspect of Specific Waiver. A wavier by Landlord of
---------------------------------
any breach by the Tenant of any of the terms of this Lease shall be limited to
the particular instance and shall not operate or be deemed as a waiver of any
future breaches of said terms; and the failure of Lessor to enforce any term of
this Lease, by reason of its breach by Tenant, after notice had, shall not be
deemed to void or affect the right of Landlord to enforce the same term hereof
on the occasion of such subsequent breach or default.
SECTION 19.5 Waivers in Writing. No provision of this Lease shall be
------------------
deemed to have been waived by Landlord unless such waiver is in writing signed
by Landlord.
28
ARTICLE XX
TENANT'S OBLIGATION TO DISCHARGE MECHANIC'S LIEN
If, as a result of Tenant performing its obligations hereunder or in the
making of any repairs, replacements, alternations, installations and/or changes
in or upon the Project Site as permitted hereunder, any mechanic's or other lien
or order for the payment of money shall be filed against the Project Site by
reason of, or arising out of any labor or material furnished or alleged to have
been furnished or to be furnished to, or for, Tenant at the Project Site or for
or by reason of any change, alteration, or addition by Tenant or the cost or
expense thereof, or any contract relating thereto, or against Landlord as fee
owner thereof by reason of such work or contract of Tenant, Tenant shall cause
the same to be cancelled and discharged of record, by bond or otherwise, at the
election and expense of Tenant, within thirty (30) days after the filing of said
lien or order, and shall also defend, on behalf of Landlord, at Tenant's sole
cost and expense, any action, suit or proceeding which may be brought thereon or
for the enforcement of such lien or order, and Tenant will pay any damages and
discharge any judgment entered therein and save harmless Landlord from and
indemnify it against any claim, damage, or costs, including reasonable
attorneys' fees, resulting therefrom.
ARTICLE XXI
QUIET ENJOYMENT
Landlord represents and warrants that it is the owner of the Project Site,
and Landlord covenants that if, and so long as, Tenant performs its obligations
hereunder, Tenant shall have
29
the right to peaceably and quietly have, hold and enjoy the Project Site for the
term herein mentioned, subject to the provisions of this Lease.
ARTICLE XXII
HOLDING OVER
Should Tenant remain in possession of the Project Site after the expiration
of the term of this Lease, as the same may be properly renewed under the terms
hereof, such holding over, in the absence of a written agreement to the
contrary, shall be deemed to have crated and be construed to be a tenancy from
month-to-month terminable on 30 days' notice by either party to the other, at a
monthly rental equal to one and one-half times the monthly installment of Rent
payable during the last month of the term, subject to all other terms, covenants
and conditions, provisions and obligations of this Lease insofar as the same are
applicable to a month to month tenancy.
ARTICLE XXIII
NOTICES
All Notices permitted or required to be made by the Tenant or the Landlord
shall be made in writing and will be deemed duly given (i) upon confirmation of
facsimile, (ii) one Business Day (as hereinafter defined) following the date
sent when sent by overnight delivery, and (iii) three Business Days following
the date when mailed by registered or certified mail, return receipt requested
and postage prepaid at the following addresses:
Landlord: Perth Amboy Redevelopment Agency
Perth Amboy City Hall
000 Xxxx Xxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
30
ATTN: Xxxxx Xxxxxxx, Executive Director
(000) 000-0000
With a copy to: Xxxx X. Xxxxxx, Esq.
Xxxxxxxx, Falcon & Xxxxxx, LLP
000 Xxxx X. xxxxxxx Xxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Tenant: Lighthouse Fast Ferry, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0X
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
ATTN: Xxxxxxx Xxxxxxx, CEO
With a copy to: Xxxxxxx X. XxXxxxx, Esq.
Xxxxx, Bliablias, McGuire, Pantages & Xxxx, LLP
X.X. Xxx 000
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
"Business Day" means any day other than a Saturday, Sunday, or a day on
which banks are legally closed for business in Perth Amboy, New Jersey.
ARTICLE XXIV
NO BROKER
Tenant represents that no broker or agent brought the Project Site to the
Tenant's attention or was the procuring cause of this Lease transaction.
Landlord enters into this Lease in reliance on Tenant's representation that no
broker or agent, in any way, brought the Project Site to the Tenant's attention
or was the procuring cause of this Lease transaction.
Landlord represents that no broker or agent was the procuring cause of this
Lease transaction. Tenant enters into this Lease in reliance on Landlord's
representation, that no broker or agent was, in any way, the procuring cause of
this Lease transaction.
31
ARTICLE XXV
SHORT FORM LEASE
The parties will at any time at the request of either one, promptly execute
duplicate originals of an instrument, in recordable form, which will constitute
a short form of lease setting forth a description of the Project Site, the term
of this Lease and any other portions hereof, excepting the rental provisions, as
either party may request.
ARTICLE XXVI
BINDING EFFECT
This Lease is binding upon and shall inure to the benefit of the respective
successors and permitted assigns of the parties hereto, but subject to the
provisions of Article XIV hereof.
ARTICLE XXVII
INTER-ASSOCIATION COOPERATION
The Redeveloper agrees to join, participate in and/or adhere to the
citywide organization or association which may be established by PARA for the
purpose of ensuring the coordination of festivals and events taking place within
the City. Redeveloper further agrees to pay any dues or fees associated with
membership or participation in this organization or association.
ARTICLE XXVIII
COOPERATIVE USE OF SURPLUS LAND
Redeveloper acknowledges that PARA is providing Xxxxx 00, Xxx 0, which was
initially earmarked for other redevelopment projects in Southwest Area 1.
Redeveloper further
32
acknowledges that most of its use of Block 15, Lot 3 will consist of parking. As
consideration for the conveyance of Block 15, Lot 3, Redeveloper agrees that,
should the adjoining redevelopment projects require additional land to provide
parking, Redeveloper will cooperate with PARA and the redeveloper of such
adjoining projects to provide additional parking that would be beneficial both
facilities, provided the same does not have a materially adverse effect upon the
Redeveloper's fast ferry operations nor cause Redeveloper to have less than 495
parking spaces for its own use.
ARTICLE XXIX
AFFIRMATIVE ACTION
Affirmative Action. The Redeveloper, during the construction of the
------------------
Project, covenants that it will comply with, and shall provide in its contracts
with its contractors and subcontractors, the provisions of the Affirmative
Action language annexed hereto as Exhibit F
ARTICLE XXX
MICELLANEOUS
SECTION 30.1 Captions. The captions appearing herein are inserted only as
--------
a matter of convenience and are not intended to define, limit, construe or
describe the scope or intent of any provision of this Lease, nor in any way
affect this Lease.
SECTION 30.2 Severability. If any provision of this Lease or the
------------
application thereof to any person or circumstance shall to any extent be held
void, unenforceable or invalid, then the remainder of this Lease or the
application of such provision to persons or circumstances other than those as to
which it is held void, unenforceable or invalid shall not be affected
33
thereby, and each provision of this Lease shall be valid and enforced to the
fullest extent permitted by law.
SECTION 30.3 Relationship of Parties. Nothing contained in this Lease
------------------------
shall be deemed to constitute or be construed or implied to create the
relationship of principal and agent, partnership, joint venture, or any other
relationship between the parties hereto, other than the relationship of Landlord
and Tenant.
SECTION 30.4 Execution in Counterparts. This Lease may be executed in
--------------------------
several counterparts, each of which shall be deemed an original and all such
counterparts shall together constitute one and the same instrument.
SECTION 30.5 Governing Law. Without regard to principals of conflicts of
--------------
laws, the internal laws of the State of New Jersey shall govern and control the
validity, interpretation, performance and enforcement of this Lease.
SECTION 30.6 Prevailing Wages. The Redeveloper shall employ, or cause its
----------------
contractors and subcontractors to employ, union labor which shall pay or cause
to be paid to all workers employed in connection with the construction and
completion of the "public work"(as such terms is defined in N.J.S.A. 34:11-
56.26) portion of the Project (if any), not less than the prevailing rates of
wages, as provided in the statutes applicable to the City's public work
contracts, including without limitation N.J.S.A. 34:11-56.25, et seq. and valid
------
regulations promulgated thereunder, to the extent legally required.
SECTION 30.7 Non-Liability of Officials and Employees of PARA. No
------------------------------------------------
member, official or employee of PARA shall be personally liable to the
Redeveloper, or any successor in interest, in the event of any default or breach
by PARA, or for any amount which may become due to the Redeveloper or its
successor, or on any obligation under the terms of this Agreement.
34
SECTION 30.8 Non-Liability of Officials and Employees of the Redeveloper.
-----------------------------------------------------------
No member, officer, shareholder, director, partner or employee of the
Redeveloper shall be personally liable to PARA, or any successor in interest, in
the event of any default or breach by the Redeveloper or for any amount which
may become due to PARA, or its successor, on any obligation under the terms of
this Agreement.
SECTION 30.9 Approvals by PARA and the Redeveloper. Wherever this
-------------------------------------
Agreement requires the approval of PARA or the Redeveloper, or any officers,
agents or employees of either Party, such approval shall not be unreasonably
withheld, and approval or disapproval shall be given within the time set forth
in the Project Schedule, or, if no time is given, within a reasonable time.
SECTION 30.10 Successors and Assigns. This Agreement shall be binding
----------------------
upon and inure to the benefit of the permitted successors and assigns of the
parties hereto, and their heirs, executors, and administrators.
SECTION 30.11 Exhibits. All Exhibits attached hereto and/or referred to
--------
in this Agreement are incorporated herein as though set forth in full.
SECTION 30.12 Time of the Essence. Adherence to the Project Schedule is
-------------------
of the essence to this Agreement.
SECTION 30.13 Modification of Agreement. No modification, waiver,
-------------------------
amendment, discharge, or change of this Agreement shall be valid unless the same
is in writing, duly authorized, and signed by the party against which the
enforcement of such modification, waiver, amendment, discharge, or change is or
may be sought.
35
ARTICLE XXXI
PARTIES' RIGHTS TO OPT OUT OF AGREEMENT
Tenant shall have the right to terminate this Agreement within 60 days from
the date hereof if, in its sole discretion, it determines that engineering
considerations and/or anticipated environmental expenses make the Project
economically unfeasible. PARA shall have the right to terminate this Agreement
within 60 days from the date hereof if it has not acquired the Project Site from
IGI by that date and Tenant has not provided an extension. Either party may
exercise its right to terminate the Agreement by providing written notice to the
other, which notice shall be effective in accordance with Article XXIII herein.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -
SIGNATURES APPEAR ON FOLLOWING PAGE
00
XXXXX XX XXX XXXXXX
ss:
COUNTY OF MIDDLESEX
I CERTIFY that on June 12, 2001, Xxxxxxx Xxxxxxx personally came before me,
and this person acknowledged under oath to my satisfaction that:
(a) this person is the CEO/President of Lighthouse Fast Ferry, Inc.,.
the entity named in this document;
(b) this document was signed and delivered by Lighthouse Fast Ferry,
Inc. as its voluntary act and deed duly authorized by its members; and
(d) this person signed this proof to attest to the truth of the
facts.
/s/ Xxxxxxx Xxxxxxxxx
--------------------------
Signed and sworn to before me
On June 12, 2001.
Xxxx X. Xxxxxxx, Attorney at Law
State of New Jersey
37
STATE OF NEW JERSEY
ss:
COUNTY OF MIDDLESEX
I CERTIFY that on June 12, 2001, Xxxxx Xxxxxxx personally came before me,
and this person acknowledged under oath to my satisfaction, that:
(a) this person is the Executive Director of the Perth Amboy Redevelopment
Agency, named in this document;
(b) this person is the attesting witness to the signing of this document by
the proper Agency official who is Xxxxxx Xxx, Chairman of the Perth Amboy
Redevelopment Agency; and
(c) this document was signed and delivered by PARA as its voluntary act
duly authorized by a proper resolution of the Agency; and
(d) this person signed this proof to attest to the truth of these facts.
Signed and sworn to before me
on June 12, 2001.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx
Notary Public of the State of New Jersey
38
