EXHIBIT 10.5
THIS LEASE is made this 9th day of January, 2006, between 300 CRA LLC,
having an office at 0 Xxxxxxxx Xxx, Xxxxxxxxx, XX 00000, hereinafter called
"Landlord", and Princeton Gamma Tech Instruments, Inc. with an office located at
000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, hereinafter called "Tenant".
LEASE OF PREMISES
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
subject to all of the terms and conditions hereinafter set forth, those certain
premises (the "Premises") as set forth in Items 1 of the Basic Lease Provisions
and as shown in the drawings attached hereto as Exhibit "A" being located on the
floor indicated in that certain office building (the "Building") and on that
certain lot (the "Parcel") together hereinafter referred to as (the "Project")
being located at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxx xx Xxxxxxxxxx, Xxxxxx of
Middlesex, State of New Jersey.
BASIC LEASE PROVISIONS
1. Location of Premises: 000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, X.X. 00000
2. Rentable Area of Premises: 12,989 rentable square feet
3. Tenant's Percentage Share: 21.17% (12,989/61,359)
4. Base Project Operating Expenses: Those incurred in the year 2006
5. Base Project Property Taxes: Those incurred in the year 2006
6. Basic Annual Rent: YEAR 1 @ $273,851.41
YEAR 2 @ $298,747.00
YEAR 3 @ $311,736.00
YEAR 4 @ $324,725.00
YEAR 5 @ $324,725.00
7. Basic Monthly Rental Installments: MONTHS 1-24 @ $24,895.58 PER
MONTH (EXCEPT THE FIRST MONTH'S
RENT SHALL BE ABATED) MONTHS
25-36 @ $25,978.00 PER MONTH
MONTHS 37-61 @ $27,060.42 PER
MONTH
8. Term: Sixty-one (61) months
9. Target Commencement Date: ASAP
10. Security Deposit: $49,791.16
11. Parking Spaces: 52 (+4 OVERNIGHT SPACES,
SEE EXHIBIT D #15)
12. Broker(s): C.B. Xxxxxxx Xxxxx, Inc.
13. Permitted Use: Office/Laboratory
14. Addresses for Notices:
1
LANDLORD TENANT
300 & CRA LLC Princeton Gamma Tech
Instruments, Inc.
x/x Xxxxxxxx Xxxxxxxx Xxxxx, Inc. 000 Xxxxxxx Xxxx Xxxx
0 Xxxxxxxx Xxx Xxxxxxxxx, X.X. 00000
Princeton, N.J. 08540
15. All payments under this Lease
shall be payable to:
300 CRA LLC
And mail to:
X.X. Xxx 0000
Xxxxxxxx, XX 00000
or such other payee or address as Landlord may designate.
IN WITNESS WHEREOF, the parties hereto have executed this Lease,
consisting of the foregoing and Paragraphs 1 through 46 which follow, together
with Exhibits A through E, inclusive, incorporated herein by this reference as
of the date first above written.
300 CRA LLC
By: 300 CRA Manager LLC, its Member
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Xxxx Xxxxxxxx
President
Princeton Gamma Tech Instruments, Inc.
By: /s/ Xxxxxxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxx
Title: President
0
XXXXX XX XXX XXXX:
:SS
COUNTY OF NEW YORK:
BE IT REMEMBERED, that on this 9th day of January, 2006, before me, the
subscriber, a Notary Public of the State of New York, personally appeared Xxxx
Xxxxxxxx, President of 300 CRA Manager LLC the Member of 300 CRA LLC, who, I am
satisfied, is the person who has signed the within instrument, and he did
acknowledge that he signed, sealed and delivered the same as such officer
aforesaid; and that the within instrument is the voluntary act and deed of said
limited liability company.
/s/ Xxxx X. XxXxxxxxx
---------------------
Xxxx X. XxXxxxxxx
Notary Public, State of New York
No. 4963923
Qualified in Westchester County
Commission Expires 03/19/2006
STATE OF NEW JERSEY:
:SS
COUNTY OF SOMERSET:
BE IT REMEMBERED, that on this 21st day of December, 2005, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared
Xxxxxxxxxxx X. Xxx, President of who, I am satisfied, is the person who has
signed the within instrument, and he did acknowledge that he signed, sealed and
delivered the same as such officer aforesaid; and that the within instrument is
the voluntary act and deed of said entity made by virtue of authority from its
Board of Directors or its Managers, or members, or several partners as
appropriate.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Notary Public of New Jersey
My Commission Expires on July 25, 2007
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TABLE OF CONTENTS
PARAGRAPH PAGE
1. Commencement Date and Term 5
2. Basic Annual Rent 5-6
3. Additional Rent 6-9
4. Security Deposit 9
5. Repairs 10
6. Improvements and Alterations 10-11
7. Liens 11-12
8. Use of Premises 12-14
9. Utilities and Services 14-17
10. Rules and Regulations 17
11. Taxes on Tenant's Property 17-18
12. Substituted Premises 18
13. Fire and Casualty 19
14. Eminent Domain 19-20
15. Assignment and Subletting 20-21
16. Landlord's Access to Premises 21-22
17. Subordination; Attornment; Estoppel Certificates 22-23
18. Sale by Landlord 23
19. Indemnification of Landlord and Insurance 23-25
20. Waiver of Subrogation 25
21. No Waiver 26
22. Default 26-29
23. Right of Landlord to Cure Tenant's Default 29
24. Notices 29
25. Insolvency or Bankruptcy 30
26. Surrender and Holdover 30
27. Condition of Premises 30-31
28. Quiet Possession 31
29. Limitation of Landlord's Liability 31-32
30. Governing Law 32
31. Common Facilities 32
32. Successors and Assigns 32
33. Brokers 33
34. Name 33
35. Examination of Lease 34
36. Additional Charges 34
37. Marginal Headings 34
38. Prior Agreements; Severability 34
39. Parking 35
40. Authority 35
41. No Light, Air or View Easement 35
42. Force Majeure 35-36
43. Attornment 36
44. Common Area Maintenance Cost 36
45. Notice Regarding Tenant's Move In or Out 36
46. Tenant's Financial Statement 37
Exhibit "A" Floor Plan(s)
Exhibit "B1" Landlord's Work Letter
Exhibit "B2" Building Standard Work Letter
Exhibit "C" Commencement Date Memorandum
Exhibit "D" Rules and Regulations
Exhibit "E" Janitorial Specifications
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COMMENCEMENT DATE AND TERM
PARAGRAPH 1
(A) The term of this Lease shall be as shown in Item 8 of the Basic
Lease Provisions and shall commence on the Target Commencement Date as shown in
Item 9 of the Basic Lease Provisions or such earlier date as Tenant takes
possession or commences use of the Premises for any purpose, and/or the issuance
of a Temporary Certificate of Occupancy. Such date of commencement, hereinafter
the "Commencement Date", shall be confirmed by Landlord and Tenant by execution
of a "Commencement Date Memorandum" in a form substantially similar to Exhibit
"C".
(B) Notwithstanding the Commencement Date, if for any reason Landlord
cannot deliver possession of the Premises to Tenant on said Commencement Date,
then Landlord shall not be subject to any liability therefor; nor shall such
failure affect the validity of this Lease or the obligations of Tenant
hereunder, provided that Tenant shall not be obligated to pay Rent (except a sum
equal to the first Basic Monthly Rental Installment) until possession of the
Premises is rendered to Tenant. IF LANDLORD IS UNABLE TO PROVIDE THE PREMISES TO
TENANT FOR TENANT'S OCCUPANCY BY MARCH 1, 2006, LANDLORD AGREES TO PROVIDE
TEMPORARY PREMISES TO TENANT FOR TENANT'S USE IN 000 XXXXXXX XXXX XXXX (TENANT
SHALL ONLY HAVE TO PAY FOR THE COST OF ITS USE OF UTILITIES DURING THE DURATION
OF ITS STAY IN SUCH TEMPORARY PREMISES) UNTIL THE PREMISES ARE READY FOR
TENANT'S OCCUPANCY.
BASIC ANNUAL RENT
PARAGRAPH 2
(A) Tenant agrees to pay as Basic Annual Rent for the Premises the
initial sum shown in Item 6 of the Basic Lease Provisions. Except for months
when this Lease is not in effect for the full calendar month (partial month),
the Basic Annual Rent shall be payable in U.S. currency in equal monthly
installments, hereinafter sometimes referred to as "Basic Monthly Rental
Installments", in advance without notice, deduction, demand, offset, or
abatement. Basic Monthly Rental Installments shall be in the initial sum shown
in Item 7 of the Basic Lease Provisions. Payment of Basic Annual Rent shall
commence on the Commencement Date (except that the first month's rent shall be
due upon the signing of this Lease), and continue on the first day of each
calendar month thereafter except that Basic Rent for any partial month during
the term hereof shall be prorated in the proportion that the number of days this
lease is in effect during such partial month bears to the number of days in that
calendar month, and shall be paid at the commencement of such partial month, and
except further that the Basic Monthly Rental Installment for the first full
calendar month of this Lease for which an installment of Basic Annual Rent is
due will be paid on execution hereof.
(B) In addition to the Basic Annual Rent stipulated herein, Tenant
covenants and agrees to pay Landlord without offset or deduction as additional
Rent, hereinafter "Additional Rent", all other sums and charges which are to be
paid by Tenant pursuant to the terms of this Lease. Except as otherwise provided
in this Lease, Additional Rent shall be due and payable on the first day of the
month following the date on which Tenant is given notice that Additional Rent is
due. Rent means Basic Annual Rent and Additional Rent.
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ADDITIONAL RENT
PARAGRAPH 3
(A) For each calendar year during the term of this Lease, Tenant agrees
to pay as items of Additional Rent for the Premises, Tenant's "Percentage Share"
(being the percentage indicated in Item 3 of Basic Lease Provisions) of all
increases in "Project Operating Expenses" and "Project Property Taxes" (as
hereinafter defined) incurred by Landlord in the operation of the Building or
Project over the Base Project Operating Expenses and Base Project Property Taxes
as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions.
(B) The items of Additional Rent contemplated under subparagraph 3(A)
shall be calculated in accordance with the following procedures:
(i) Each December during the term hereof or as soon thereafter as
practical, Landlord shall give Tenant written notice of
Landlord's GOOD FAITH estimate of any amounts payable under
subparagraph 3(A) above for the ensuing calendar year. On or
before the first day of each month during the ensuing calendar
year, Tenant shall pay Landlord without further notice 1/12
(One-twelfth) of such estimated amounts, provided that if such
notice is not given in December, Tenant shall continue to pay
on the basis of the then applicable rental until the month
after such notice is given. If at any time or times it appears
to Landlord that the adjusted amounts payable under
subparagraph 3(A) for the current calendar year will exceed
its estimate, Landlord may, by notice to Tenant, revise its
GOOD FAITH estimate for such year. Subsequent payments by
Tenant for such year shall be based upon such revised
estimate.
(ii) Within ninety (90) days after the close of each calendar year
or as soon thereafter as is practical, Landlord shall deliver
to Tenant a statement of the annual adjustment of those
Additional Rent items made pursuant to subparagraph 3(A) for
such calendar year. If on the basis of such statement Tenant
owes an amount that is less than the estimated payments for
such calendar year previously made by Tenant, Landlord shall
refund or credit such excess to Tenant WITHIN THIRTY (30) DAYS
AFTER DELIVERY OF THE STATEMENT. If on the basis of such
statement Tenant owes an amount that is more than the
estimated payment for such calendar year previously made by
Tenant, Tenant shall pay the deficiency to Landlord within
thirty (30) days after delivery of the statement.
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(iii) The Additional Rent due under the terms and conditions of this
Paragraph 3 shall survive termination of this Lease, shall be
payable by Tenant without any setoff or deduction, and shall
be computed by Landlord on a prorated basis for any period
less than a full calendar year.
(iv) Anything to the contrary contained in this Paragraph 3
notwithstanding, if the average occupancy of the Building is
less than ninety-five (95%) percent during the Base Year
hereinafter defined, then Landlord shall make a GOOD FAITH
determination ("Landlord's Determination") of what the Project
Operating Expenses for such year would have been if during the
entire year the average tenant occupancy of the Building were
ninety-five (95%) percent. Landlord's Determination shall be
binding and conclusive upon Tenant and shall for all purposes
of this Lease be deemed to be the Project Operating Expenses
for the Base Year. Landlord shall notify Tenant of Landlord's
Determination within ninety (90) days following the last day
of the Base Year. Thereafter, if for any subsequent calendar
year beginning after the Commencement Date the average tenant
occupancy of the Building is below ninety-five (95%) percent,
the Project Operating Expenses for any such year shall be
adjusted by Landlord to the amount that such Project Operating
Expenses would have been if the average tenant occupancy
during that year had been ninety-five (95%) percent. The term
Base Year means the twelve (12) month period during which Base
Project Operating expenses are calculated.
(C) Definitions:
(i) The term "Project Operating Expenses" as used herein shall
include all costs of operation and maintenance of the Project
for each calendar year as determined by generally accepted
accounting principles consistently applied. Project Operating
Expenses shall, by way of illustration but not limitation,
include water and sewer charges, insurance premiums, license,
permit, and inspection fees, fuel, heat, light, power (except
for electricity charged directly to the Premises and other
rental space on the Project), all costs, charges and expenses
incurred by Landlord in connection with any change of any
utility company providing electricity service, including
without limitation, maintenance, repair, installation, and
service costs associated therewith, steam, janitorial and
patrol services, labor, salaries, air conditioning,
landscaping maintenance and repair of the Building and
driveways, parking structures and surface parking areas, ice
and snow removal, supplies, materials, equipment, tools,
property management fees, office costs, and the cost incurred
in contesting the validity of Project Property Taxes. Project
7
Operating Expenses shall also include but not be limited to
the cost of any capital improvements made to the Building by
Landlord that reduce Project Operating Expenses or that are
required under any governmental law or regulation not
previously applicable to the Building or not in effect at the
time it was constructed. Such capital cost shall be amortized
over such periods as Landlord shall REASONABLY determine with
a return on capital at the then current prime interest rate of
the largest national bank in New York City or at such higher
rate as may have been paid by Landlord on the funds borrowed
for the purpose of purchasing such capital improvements. In no
event shall Project Operating Expenses ever be less than Base
Project Operating Expenses stipulated in Item 4 of Basic Lease
Provisions.
(ii) The term "Project Property Taxes" as used herein shall include
all real estate taxes or personal property taxes and other
taxes, charges and assessments, unforeseen as well as
foreseen, which are levied with respect to the Project and any
improvements, fixtures and equipment and other property of
Landlord, real or personal, located in the Building or on the
Project and used in connection with the operation of the
Project for each calendar year and shall include any tax,
surcharge or assessment which shall be levied in addition to
or in lieu of real estate or personal property taxes, other
than taxes covered in Paragraph 11, and shall also include any
rental, excise, sales, transaction, privilege, or other tax or
levy, however denominated, imposed upon or measured by the
rental reserved hereunder or on Landlord's business of leasing
the Premises and Project, excepting only net income taxes. In
no event shall Project Property Taxes ever be less than Base
Project Property taxes stipulated in Item 5 of Basic Lease
Provisions.
(D) Unless Tenant takes written exception to any item in the statement
referred to in subparagraph 3(B)(ii) within thirty (30) days after the
furnishing of the statement, such statement shall be considered as final and
accepted by Tenant. Any amount due Landlord as shown on any such statement shall
be paid by Tenant within thirty (30) days after it is furnished to Tenant. If
Tenant shall dispute in writing any specific item, or items in the statement of
Project Operating Expenses and Project Property Taxes, and such dispute is not
resolved between Landlord and Tenant within sixty (60) days after the date the
statement was rendered, either party may, during the thirty (30) days next
following the expiration of the sixty (60) days, refer such disputed item or
items to any independent certified public accountant MUTUALLY selected by
Landlord AND TENANT, for a determination. Pending the determination of any
dispute with respect to the statement submitted by Landlord, Tenant shall pay
when due the sums shown as due on such statement. If it shall be determined that
any portion of such sums were not properly chargeable to Tenant, then Landlord
shall credit or refund the appropriate sum to Tenant. The costs for the
accountant's review and determination will be borne by Landlord if it is
determined that Landlord's original calculation of both Project Property Taxes
and Project Operating Expenses was in error by more than five (5%) percent,
otherwise such costs will be borne by Tenant.
8
(E) As one of the items of Additional Rent, payable monthly, Tenant
shall also pay to Landlord the full cost of Tenant's consumption of electricity,
except for heating and air conditioning as provided in subparagraph 9(A)(ii), as
determined in accordance with Paragraph 9.
(F) The Basic Annual Rent plus Additional Rent are sometimes
collectively referred to as "Rent".
SECURITY DEPOSIT
PARAGRAPH 4
Tenant has paid or agrees to pay Landlord such sum(s) as are set forth in
Item 10 of the Basic Lease Provisions as security for the performance of the
terms hereof by Tenant. Unless required by law, Landlord shall not be required
to keep said Security Deposit separate from its general funds and Tenant shall
not be entitled to receive interest thereon. In no instance shall the amount of
such Security Deposit be considered a measure of liquidated damages. If Tenant
defaults with respect to any provision of this Lease, including but not limited
to, the provisions relating to the payment of Rent or the surrender of the
Premises in accordance with the terms hereof upon the termination of the Lease,
Landlord may, but shall not be required to use, apply or retain all or any part
of this Security Deposit for the payment of any Rent or any other sum in
default, or for the payment of any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default including, without limitation, costs and attorneys' fees
incurred by Landlord. If any portion of said deposit is so used or applied,
Tenant shall, upon demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount and Tenant's
failure to do so shall constitute a default hereunder by Tenant. If Tenant shall
fully and faithfully perform every provision of this Lease to be performed by
it, the Security Deposit, or any balance thereof, shall be returned to Tenant
(or at Landlord's option, to the permitted assignee of Tenant's interest
hereunder) within thirty (30) days following the expiration of the Lease term
and after Tenant has vacated and delivered possession of the Premises to
Landlord in accordance with the provisions of this Lease. In the event of
bankruptcy or other debtor-creditor proceeding against Tenant, such Security
Deposit shall be deemed to have been applied first to the payment of Rent and
other charges due Landlord for all periods prior to filing of such proceedings.
9
REPAIRS
PARAGRAPH 5
(A) Subject to Paragraph 5(B), Landlord shall cause all necessary
repairs to be made to the exterior doors, windows, corridors and other common
areas of the Building and the Project and Landlord shall cause the Building and
the Project to be kept in a safe, clean and neat condition and shall use
reasonable efforts to keep all equipment used in common with other tenants (such
as elevators, plumbing, heating, air conditioning and similar equipment) in good
condition and repair. Except as provided in Paragraph 13 hereof, there shall be
no abatement of Rent and no liability of Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Project
or in or to fixtures, appurtenances and equipment therein or thereon.
(B) Tenant agrees that all repairs to the Premises not required above to
be made by Landlord and all decorating, remodeling, alteration and painting
required by Tenant during the term of this Lease, if approved by Landlord, shall
be made by Landlord at the sole cost and expense of Tenant. Tenant will pay for
any repairs to the Premises, the Building or the Project made necessary by any
negligence or willful acts or omissions of Tenant or its assignees, subtenants,
employees or their respective agents or other persons permitted in the Building
or on the Project by Tenant, or any of them, and Tenant will maintain the
Premises, and, upon termination of this Lease, will leave the Premises in a
safe, clean, neat and sanitary condition.
IMPROVEMENTS AND ALTERATIONS
PARAGRAPH 6
(A) Landlord's sole construction obligation under this Lease is as set
forth in the Work Letter attached hereto as Exhibit "B-1" and incorporated
herein by reference.
(B) Landlord shall have the right at any time to change the arrangement
and/or location of entrances or passageways, doors and doorways, and corridors,
elevators, stairs, toilets, or other public parts of the Building or Project,
and upon giving Tenant reasonable notice thereof, to change the name, number or
designation by which the Building or the Project is commonly known. LANDLORD
SHALL ENDEAVOR TO MINIMIZE ANY INTERFERENCE WITH TENANT'S ACCESS TO AND USE OF
THE PREMISES.
(C) The alterations, additions or improvements to or of the Premises or
any part thereof referred to in this subparagraph (6)(C) do not include the
initial tenant improvements. Tenant shall not make or cause to be made any
alterations, additions or improvements to or of the Premises or any part
thereof, or attach any fixtures or equipment thereto, without first obtaining
Landlord's prior written consent, WHICH CONSENT SHALL NOT BE UNREASONABLY
10
WITHHELD. Any such alterations, additions or improvements to the Premises
consented to by Landlord shall at Landlord's option be made by Landlord for
Tenant's account and Tenant shall pay Landlord for the costs thereof (including
reasonable charge for Landlord's overhead) within ten (10) days after receipt of
Landlord's statement, PROVIDED THAT SUCH COSTS SHALL NOT EXCEED COSTS CHARGED
FOR SIMILAR WORK BY OTHER LANDLORDS OF COMPARABLE QUALITY BUILDINGS IN THE
PRINCETON AREA MARKET. All such alterations, additions and improvements shall
(without compensation to Tenant) at Landlord's option become Landlord's property
(except movable furniture and trade fixtures) and at the end of the term hereof,
shall remain on the Premises unless Landlord elects by notice to Tenant to have
Tenant remove same, in which event Tenant shall promptly restore the Premises to
their condition prior to the installation of (i) such alterations, additions and
improvements, and (ii) equipment of any nature. Further, Landlord may elect by
notice to Tenant to have Tenant remove not only Tenant's alterations, additions
and improvements, but also any items of Tenant's equipment including but not
limited to movable furniture, trade fixtures, office equipment and any cafeteria
equipment. Any such equipment not removed from the Premises at the end of the
term hereof shall at the option of the Landlord become Landlord's property
without payment of any consideration therefor. The removal of any such equipment
and any alterations, additions and improvements which Landlord elects Tenant to
remove will be accomplished by Tenant prior to the expiration of the term of
this Lease and if not done, Tenant will be deemed a tenant at sufferance
pursuant to Paragraph 26. If Tenant does not perform such removal, Landlord may
remove, destroy, store or otherwise dispose of such alterations, additions,
improvements and equipment, whether or not Landlord takes title thereto. In
addition, Tenant will pay (i) all Landlord's costs of removing, disposing or
destroying any such alterations, additions, improvements and equipment whether
or not Landlord takes title thereto, that Tenant is supposed to remove, which
Tenant does not remove, and (ii) Landlord's cost to restore the Premises to
their condition, REASONABLE WEAR AND TEAR EXCEPTED, prior to the installation of
any alterations, additions, improvements and equipment of any nature referred to
in subdivision (i) of this sentence. Such costs will include Landlord's fees and
expenses in collecting such costs and interest on such costs at the rate of
fourteen (14%) percent per annum. Tenant will pay to Landlord Landlord's costs
of storage of any equipment which Tenant is supposed to remove pursuant to this
paragraph that Tenant does not remove. Further, Landlord reserves and shall have
right of access to the Premises at any time within ninety (90) days prior to any
projected termination of this Lease to inspect the Premises to determine
alterations, additions, improvements and equipment Landlord desires Tenant to
remove. This right of access is in addition to Landlord's right of access set
forth in Paragraph 16 hereof.
LIENS
PARAGRAPH 7
Tenant shall keep the Premises free from any liens arising out of any work
performed, materials furnished, or obligations incurred by or for Tenant. In the
event that Tenant shall not, within ten (10) days following the imposition of
any such lien, cause the same to be released of record by payment or posting of
11
a proper bond, Landlord shall have, in addition to all other remedies provided
herein or by law, the right but not the obligation, to cause the same to be
released by such means as it shall deem proper, including payment of or defense
against the claim giving rise to such lien. All sums paid by Landlord and all
expenses incurred by it in connection therewith, shall create automatically an
obligation of Tenant to pay an equivalent amount as Additional Rent, which
Additional Rent shall be payable by Tenant on Landlord's demand with interest at
the maximum rate per annum permitted by law until paid. For purposes of this
Paragraph 7, "liens" shall include, but not be limited to, lien claims filed
under the "Construction Lien Law".
USE OF PREMISES
PARAGRAPH 8
Tenant shall use the Premises only as set forth in Item 13 of the Basic
Lease Provisions and shall not use or permit the Premises to be used for any
other purpose without the prior written consent of Landlord. Tenant shall comply
with all laws and covenants and restrictions of record affecting use of the
Premises, and shall not use or occupy the Premises in violation of law or of the
certificate of occupancy issued for the Building, and shall immediately
discontinue any use of the Premises which is declared by any governmental
authority having jurisdiction to be a violation of law or of said certificate of
occupancy. Tenant shall comply with any direction of any governmental authority
having jurisdiction which shall, by reason of the nature of Tenant's use or
occupancy of the Premises impose any duty upon Tenant or Landlord with respect
to the Premises or with respect to the use or occupancy thereof. Tenant shall
not do or permit to be done anything which will invalidate or increase the cost
of any fire, extended coverage or any other insurance policy covering the
Building, the Project and/or property located therein and shall comply with all
rules, orders, regulations and requirements of the appropriate fire rating
bureau or any other organization performing a similar function. Tenant shall
upon demand reimburse Landlord for the full amount of any additional premium
charged for such policy by reason of Tenant's failure to comply with the
provisions of this paragraph. Such reimbursement shall not be Landlord's
exclusive remedy. Tenant shall not in any way obstruct or interfere with the
rights of other tenants or occupants of the Building or the Project or injure or
annoy them, or use or allow the Premises to be used for any improper, immoral,
unlawful, or objectionable purpose, nor shall Tenant cause, maintain, or permit
any nuisance in, on, or about the Premises. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises.
Upon the expiration, or early termination of the Term of this Lease or the
permanent assignment of this Lease, or subletting of the Premises, or cessation
or transferring of Tenant's operations at the Premises, or upon any action or
non-action of Landlord including a sale of the Building in which the Premises
are located, Tenant, if its operations are subject to the Environmental Clean-up
Laws hereinafter defined, shall comply, at Tenant's own expense, except IF THE
TRIGGERING EVENT IS THE LANDLORD'S ACTION OR NON-ACTION (IN WHICH CASE, LANDLORD
WILL HAVE TO PAY FOR THE SUBMISSION, BUT TENANT MUST STILL COMPLY), OR as
12
hereinafter stated, and with diligence, with the Industrial Site Recovery Act,
1993 N.J. Law's Chapter 139, the regulations promulgated thereunder and any
successor legislation and regulations(collectively "Environmental Clean-up
Laws"). Tenant, if its operations are subject to the Environmental Clean-up Laws
shall, at Tenant's own expense, except IF THE TRIGGERING EVENT IS THE LANDLORD'S
ACTION OR NON-ACTION (IN WHICH CASE, LANDLORD WILL HAVE TO PAY FOR THE
SUBMISSION, BUT TENANT MUST STILL COMPLY), OR as hereinafter stated, make prompt
submissions to, provide all information to and comply with all requirements of
the Industrial Site Evaluation Element ("ISEE") or its successor of the New
Jersey Department of Environmental Protection or its successor ("NJDEP") arising
out of the expiration, termination, assignment, subletting or transferring of
Tenant's operation at the Premises or arising out of any action or non-action of
the Landlord including the sale of the Building in which the Premises are
located, and Tenant will obtain from NJDEP either a) a Letter of
Non-Applicability; b) Negative Declaration approval; c) No Further Action
Letter; d) a Deminimis Quantity Exemption; e) authorization letter; or f) final
approval of clean-up, thirty (30) days prior to the expiration or earlier
termination of this Lease. If Landlord's actions or non-actions including a sale
of the Building in which the Premises are located necessitate compliance with
Environmental Clean-up Laws, Landlord, at its expense, will make the submissions
to NJDEP or any of its elements in order to obtain a statement of
non-applicability, authorization letter, No Further Action Letter, Deminimis
Quantity Exemption or negative declaration, but Tenant whether or not it is
subject to Environmental Clean-up Laws, will cooperate with Landlord to aid in
the making of Landlord's submission by providing information and signing such
documents as are necessary for Landlord to make its submission. Clean-up
expenses or the making up of any clean-up plan, remedial action work plan, or
remediation agreement or sampling plan or the taking of any corrective action to
comply with Environmental Clean-up Laws and expenses therefore, will be borne by
the party whose actions or failure to act necessitated the clean-up.
Each party shall, within a reasonable time and receipt of same, furnish to
the other party true and complete copies of all documents, submissions,
correspondence and oral or written reports, directives, correspondence and oral
or written communications by ISEE to the recipient party. Each party shall also
promptly furnish to the other party true and complete copies of all sampling and
test results and reports obtained and prepared from samples and tests taken at
and around the Premises that is obtained by the party first obtaining the
results and reports.
Tenant shall immediately and diligently cause any and all Hazardous
Materials it, its agents, employees, invitees or licensees released in, onto or
under or disposed from the Premises during the Term of the Lease to be removed
in compliance with all applicable laws, rules, ordinances and regulations and
all conditions resulting therefrom to be remediated in compliance with all
applicable laws, rules, ordinances and regulations and the Premises restored to
their condition without said Hazardous Materials as quickly as possible.
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Tenant shall indemnify, defend and save harmless Landlord from all fines,
suits, procedures, claims and actions of any kind arising out of or in any way
connected with any release or discharge of Hazardous Materials at the Premises
which occur during the term of the Lease as a result of the acts of Tenant, its
invitees or licensees; and from all fines, suits, procedures, claims and actions
of any kind arising out of Tenant's failure to provide all information to NJDEP
or the Landlord as appropriate to make all submissions other than those Landlord
is required to make as provided herein, and take all actions required by the
NJDEP or any of its divisions.
Landlord hereby agrees to defend, indemnify and hold Tenant harmless from
and against any and all claims, lawsuits, liabilities, losses, damages and
expenses (including, but not limited to, reasonable attorneys' fees arising by
reason of any of the aforesaid or any action against the Tenant under this
indemnity) arising directly or indirectly from, out of or by reason of (i) any
spills or discharges of toxic or hazardous waste or substances at the Premises
or Project which occur prior to the term of this Lease OR (II) ANY SPILLS OR
DISCHARGES OF TOXIC OR HAZARDOUS WASTE OR SUBSTANCES AT THE PREMISES OR PROJECT
DURING THE TERM OF THIS LEASE caused by Landlord, its employees, agents or
invitees; or (iii) any pre-existing conditions including underground tanks,
which are the subject of federal, state or local environmental laws.
Tenant's obligations and liabilities under this Paragraph shall continue
so long as Landlord remains responsible for any releases or discharges of
Hazardous Materials at the Premises which occur as a result of the acts of
Tenant, its invitees or licensees. Tenant's failure to abide by the terms of
this Paragraph shall be restrainable by injunction.
"Hazardous Materials" shall include, without limitation, any regulated
substance, toxic substance, hazardous substance, hazardous waste, pollutant or
contaminant as defined or referred to in the New Jersey Environmental Rights
Act, N.J.S.A. 2A:35A-1 et seq.; the Spill Compensation and Control Act, N.J.S.A.
58:10-23.11 et seq.; the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1
et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the
Comprehensive Environmental Response, Compensation and Recovery Act, 42 U1S.C.
1251 et seq.; the New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et
seq.; and the Hazardous Substance Discharge: Reports and Notices Act, N.J.S.A.
13:1K-15 et seq., together with any amendments thereto, regulations promulgated
thereunder, and all substitutions thereof, as well as words of similar purport
or meaning referred to in any other Regulation.
UTILITIES AND SERVICES
PARAGRAPH 9
(A) Provided that Tenant is not in Default hereunder, Landlord agrees to
furnish or cause to be furnished to the Premises the following utilities and
services, subject to the conditions and standards set forth below:
(i) TENANT SHALL HAVE TWENTY-FOUR (24) HOURS PER DAY, SEVEN (7)
DAYS PER WEEK ACCESS TO THE PREMISES.
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(ii) Heating, air conditioning and ventilation systems are
available for use by Tenant at the Premises. Consistent with
subparagraph (E) of Paragraph 3, Tenant will pay to Landlord
the full cost of Tenant's consumption of electric including
that associated with those systems. IF IT BECOMES APPARENT
THAT TENANT BEGINS TO USE THE PREMISES AT TIMES OTHER THAN
BETWEEN 8 A.M. TO 6 P.M., MONDAY THROUGH FRIDAY, LANDLORD MAY
CHARGE A FEE OF TWENTY-FIVE DOLLARS ($25.00) PER HOUR FOR THE
EXTRAORDINARY OVERTIME USE OF THE HEATING AND AIR CONDITIONING
SYSTEMS. THIS CHARGE WHICH IS IN ADDITION TO TENANT'S DUTY TO
PAY FOR ALL CONSUMPTION OF ELECTRICITY IN THE PREMISES IS
FIFTY DOLLARS ($50.00) PER HOUR.
(iii) Landlord shall furnish to the Premises at all times, subject
to interruptions beyond Landlord's control and subject to
subparagraph (E), Paragraph 3 - Tenant's obligation to pay to
Landlord the full cost of Tenant's consumption of electricity
- electric current in accordance with the Building Standard
(AS DESCRIBED IN EXHIBIT "B-2" OF THIS LEASE) office lighting
and receptacle. At no time shall Tenant's use of electric
current exceed the capacity of the feeders to the Building or
the risers or wiring installation. Tenant shall not install or
use or permit the installation or use of any mainframe
computer equipment in the Premises without the prior written
consent of Landlord. SHOULD TENANT REQUEST PERMISSION FROM
LANDLORD TO USE ADDITIONAL EQUIPMENT THAT REQUIRES EXCESSIVE
CURRENT, LANDLORD AGREES TO BE REASONABLE IN ITS CONSIDERATION
OF CONSENT TO SUCH REQUEST WHILE SUCH REQUEST MUST BE APPROVED
AND CERTIFIED AS SAFE BY A LICENSED ENGINEER.
(iv) Landlord shall furnish the building with water for (x)
drinking and lavatory purposes only AT NO ADDITIONAL CHARGE;
AND (Y) FOR LABORATORY PURPOSES AT A REASONABLE CHARGE.
(v) Landlord shall provide janitorial services to the OFFICE
PORTION OF THE Premises, comparable to such services provided
in other first class office buildings in the vicinity,
provided that the said other office buildings are used
exclusively as offices, and provided further that the Premises
are kept in good order by Tenant. Tenant shall pay to Landlord
the cost of removal of any of Tenant's refuse and rubbish to
the extent that the same exceeds the refuse and rubbish
usually attendant upon the use of the Premises as offices.
(vi) Landlord shall replace, as necessary, the fluorescent tubes in
the standard lighting fixtures installed by Landlord. Tenant
agrees to reimburse Landlord upon demand for the cost of such
fluorescent tubes and ballast and the labor and overhead for
their installation. Initial installation of fixtures will be
warranteed for one year for lamps and ballast.
15
(B) In addition to electricity paid under subparagraph (E) Xxxxxxxxx 0,
Xxxxxxxx may impose a reasonable charge for any other utilities and services,
except water for drinking and lavatory purposes, provided by Landlord by reason
of any use of the Premises at any time. TENANT SHALL IMMEDIATELY PAY LANDLORD
FOR ALL CHARGES WITH RESPECT TO CONSUMPTION OF SUCH UTILITIES (INCLUDING
ELECTRICITY BEING PAID PURSUANT TO SUBPARAGRAPH E OF PARAGRAPH 3) OR SERVICES
PROVIDED (IT BEING UNDERSTOOD THAT THE COST FOR WATER FOR DRINKING AND LAVATORY
PURPOSES IS INCLUDED IN THE RENT).
(i) INTENTIONALLY DELETED.
(ii) INTENTIONALLY DELETED.
(iii) Landlord shall not be liable in any way to Tenant for any
failure or defect in the supply or character of electric
energy furnished to the Premises by reason of any requirement,
act or omission of the public utility serving the Building
with electricity or for any other reason not attributable to
Landlord.
(iv) Tenant's use of electric energy in the Premises shall not at
any time exceed the capacity of any of the electrical
conductors and equipment serving the Premises. In order to
insure that such capacity is not exceeded and to avert
possible adverse effect upon the Building's electric service,
Tenant shall not, without Landlord's prior written consent in
each instance (which shall not be unreasonably withheld),
connect any additional fixtures, appliances or equipment to
the Building's electric distribution system or make any
alteration or addition to the electric system of the Premises
existing on the Commencement Date. Should Landlord grant such
consent, all additional risers or other equipment required
therefor shall be provided by Landlord and the cost thereof
shall be paid by Tenant upon Landlord's demand.
(v) If the public utility rate schedule for the supply of electric
current to the Building shall be increased during the Term of
this Lease, the Additional Rent payable pursuant to Paragraph
3 hereof shall be equitably adjusted to reflect the resulting
increase in Landlord's cost of furnishing electric service to
the Premises. It is the intention hereof that Landlord only
recapture the charges payable by Tenant under Paragraph 3 and
under no circumstances shall Landlord earn any profit thereof.
(C) Tenant agrees to cooperate fully at all times with Landlord and to
abide by all REASONABLE regulations and requirements which Landlord may
prescribe for the use of the above utilities and services. Any failure to pay
any costs as described above shall constitute a breach of the obligation to pay
Rent under this Lease and shall entitle Landlord to rights herein granted for
such breach.
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(D) Landlord shall not be liable for, and Tenant shall not be entitled
to, any abatement or reduction of Rent by reason of Landlord's failure to
furnish any of the foregoing services, nor shall any such failure, stoppage or
interruption of any such service be construed either as an eviction of Tenant,
or relieve Tenant from the obligation to perform any covenant or agreement.
However, in the event of any failure, stoppage or interruption thereof, Landlord
shall use reasonable diligence to have service resumed promptly.
(E) It is understood and agreed that Landlord has the sole right to
choose the provider or providers of all utilities and services described or
referred to in this Paragraph 9.
(F) Notwithstanding anything hereinafter to the contrary, Landlord
reserves the right from time to time to make reasonable modifications to the
above provisions for utilities and services.
RULES AND REGULATIONS
PARAGRAPH 10
Tenant agrees to abide by all rules and regulations of the Buildings and
Project ("Rules and Regulations") imposed by the Landlord as set forth in
Exhibit "D" attached hereto, as the same may be changed from time to time upon
reasonable notice to Tenant. These Rules and Regulations are imposed for the
cleanliness, good appearance, proper maintenance, good order and reasonable use
of the Premises and the Project, as may be necessary for the enjoyment of the
Project by all tenants and their employees and invitees. Landlord shall not be
liable for the failure of any tenant, its agents or employees to conform to the
Rules and Regulations. THE RULES AND REGULATIONS SHALL NOT BE ENFORCED AGAINST
TENANT IN A DISCRIMINATORY MANNER.
TAXES AND TENANT'S PROPERTY
PARAGRAPH 11
(A) Tenant shall be liable for and shall pay not later than ten (10)
days before delinquency, all taxes, levies and assessments levied against any
personal property or trade fixtures placed by Tenant in or about the Premises.
If any such taxes, levies and assessments on Tenant's personal property or trade
fixtures are levied against Landlord or Landlord's property or if the assessed
value of the Building or the Project is increased by the inclusion therein of a
value placed upon such personal property or trade fixtures of Tenant and if
Landlord pays the taxes, levies and assessments, Tenant shall, upon demand,
repay to Landlord the taxes, levies and assessments so levied against Landlord,
or the proportion of such taxes, levies and assessments resulting from such
increase in the assessment.
17
(B) If Tenant improvements in the Premises, whether installed and/or
paid for by Landlord or Tenant and whether or not affixed to the real property
so as to become as part thereof, are assessed for real property tax purposes at
a valuation higher than the valuation at which Tenant improvements conforming to
"Building Standard" (as referred to in Exhibit "B-2") are assessed, then the
real property taxes and assessments levied against Landlord or the Project by
reason of such excess, assessed valuation shall be deemed to be taxes levied
against personal property of Tenant and shall be governed by the provisions of
subparagraph 11(A). If the records of the Tax Assessor are available and
sufficiently detailed to serve as a basis for determining whether said Tenant
improvements are assessed at a higher valuation than Building Standard, such
records shall be binding on both Landlord and Tenant; otherwise the actual cost
of construction shall be the basis for such determination.
SUBSTITUTED PREMISES
PARAGRAPH 12
Landlord reserves the right without Tenant's consent on SIXTY (60) days'
written notice to Tenant, to substitute other premises located within the
Buildings controlled by Landlord in College Park at Xxxxxxxxx Center for the
Premises described above, provided, that the substituted premises:
(i) contain at least the same square footage as the Premises;
(ii) contain comparable tenant improvements; and
(iii) are made available to Tenant at the then current rental rate for
such space, in no event to exceed the rental rate specified herein.
Landlord shall pay all reasonable moving AND RELOCATION expenses of Tenant
incidental to such substitution of premises.
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FIRE OR CASUALTY
PARAGRAPH 13
In the event that the Project (regardless of whether the Premises or
access thereto is affected) is so damaged or destroyed to the extent of more
than one-third of its replacement cost, or to any substantial extent by a
casualty not covered by Landlord's insurance, or during the last two (2) years
of this Lease, Landlord OR TENANT (IF TENANT IS UNABLE TO CONDUCT ITS NORMAL
BUSINESS), upon giving thirty (30) days' notice to THE OTHER, may elect to
terminate this Lease. If the damage or destruction is other than as provided
above, then Landlord shall commence within ninety (90) days after such damage or
destruction to rebuild, repair or restore the Premises and access thereto to
substantially the same condition as when the same were delivered to Tenant,
excluding the improvements owned by Tenant, and the Lease shall continue in full
force and effect. TENANT SHALL RECEIVE A RENT ABATEMENT PROPORTIONAL TO THE
PORTION OF THE PREMISES RENDERED UNUSABLE UNTIL THE EARLIER OF A) THE REPAIR OR
RESTORATION OR B) THE EFFECTIVE DATE OF THE TERMINATION OF THIS LEASE.
Landlord shall in no event be obligated to make any repairs or
replacements of any items owned by Tenant. If the Lease is not terminated but
the Premises are rendered totally untenantable, Rent shall xxxxx during the
period of such untenantability. Tenant acknowledges (i) that Landlord shall not
obtain insurance of any kind on Tenant's improvements and betterment to the
Premises owned by Tenant or on Tenant's furniture, fixtures, equipment and other
personal property, (ii) that it is Tenant's obligation to obtain such insurance
at Tenant's sole cost and expense, and (iii) that Landlord not be obligated to
repair any damage thereto or replace the same.
EMINENT DOMAIN
PARAGRAPH 14
In case the whole of the Premises, or such part thereof as shall
substantially interfere with Tenant's use and occupancy thereof, shall be taken
by any lawful power or authority by exercise of the power of eminent domain,
Tenant or Landlord may terminate this Lease effective as of the date possession
is required to be surrendered to said authority. In the event of any taking (in
whole or part) of the Project whether or not the Premises or access thereto are
affected thereby, Landlord shall have the right to terminate this Lease. Except
as provided herein, Tenant shall not, because of any taking, assert any claim
against Landlord or the taking authority for any compensation because of such
taking, and Landlord shall be entitled to receive the entire amount of any award
without deduction for any estate or interest of Tenant. In the event the amount
of property or the type of estate taken shall not substantially interfere with
Tenant's use of the Premises, and Landlord does not terminate this Lease,
Landlord shall proceed to restore the Premises (to the extent permitted by the
taking) to substantially their condition prior to such partial taking, and a
19
proportionate allowance shall be made to Tenant for Rent corresponding to the
time during which, and to the part of the Premises of which, Tenant shall be so
deprived on account of such taking and restoration. Provided same shall not
diminish Landlord's award in any way, nothing contained in this Paragraph 14
shall prevent Tenant from seeking any award against the taking authority for the
taking of personal property and fixtures owned by Tenant or for relocation
expenses recoverable from the taking authority. In no event shall Landlord be
required to expend more for restoration than received from the taking authority
for such taking. For the purposes of this paragraph, "taking" shall also include
any conveyance in lieu of condemnation.
ASSIGNMENT AND SUBLETTING
PARAGRAPH 15
(A) Tenant shall not voluntarily or involuntarily assign, sublet,
mortgage, or otherwise encumber all or any portion of its interest in this Lease
or in the Premises without obtaining the prior written consent of Landlord,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, and any such attempted
subletting, mortgage or other encumbrance without such consent shall be null and
void and of no effect. Without limiting the instances in which the Landlord will
refuse to give its consent, Landlord will withhold its consent where the Rent
per month of the proposed sublease or assignment is (i) less than EIGHTY (80%)
of the Rent per month in effect for the remainder of the term of this Lease,
(ii) where the proposed sublessee is either another tenant of Landlord or a
bonafide prospective tenant of Landlord, (iii) the proposed sublessee or
assignee has a minimum net worth of less than $10,000,000.00 (liquid assets),
(iv) the proposed sublessee is proposing to take less than the entire Premises
and/or for less than the balance of the term of this Lease, or (v) the proposed
sublet or assignment is not the first assignment or sublet that is proposed on
behalf of the Tenant.
(B) No assignment, subletting, mortgage or other encumbrance of Tenant's
interest in this Lease shall relieve Tenant of its obligation to pay the Rent
and to perform all of the other obligations to be performed by Tenant hereunder.
The acceptance of Rent by Landlord from any other person shall not be deemed to
be a waiver by Landlord of any provision of this Lease or be a consent to any
subletting, assignment, mortgage or other encumbrance. Consent to one sublease,
assignment, mortgage or other encumbrance shall not be deemed to constitute
consent to any subsequent attempted subletting, assignment, mortgage or other
encumbrance.
(C) If Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, Tenant shall first notify Landlord of Tenant's
desire to do so and shall submit in writing to Landlord no less than sixty (60)
days prior to such assignment or subletting (i) the name of the proposed
subtenant or assignee; (ii) the premises; (iii) the term and provisions of the
proposed sublease or assignment and a copy of the proposed sublease or
assignment; and (iv) such financial information as Landlord may reasonably
request concerning the proposed subtenant or assignee.
20
(D) At any time within TWENTY (20) days after Landlord's receipt of the
information specified in subparagraph (C) above, Landlord may by written notice
to Tenant, elect (i) to take from Tenant a sublease of the Premises or the
portion thereof proposed to be subleased by Tenant and the portion, if any, of
the Premises that has been previously subleased by the Tenant, or to take an
assignment of Tenant's leasehold estate hereunder, or such part thereof as shall
be specified in said notice, upon the same terms as those offered to the
proposed subtenant or assignee, as the case may be; (ii) to give Tenant written
consent to the proposed assignment or sublease, provided that the Rent payable
monthly by the Tenant to the Landlord under the terms of this Lease shall be
increased by a sum equal to all rental and other considerations received by
Tenant from its subtenant or assignee in excess of the Rent payable by Tenant
under the terms of this Lease; or (iii) to terminate this Lease as to the
portion (including all) of the Premises proposed to be subleased or assigned,
and the portion, if any, of the Premises that has been previously subleased by
the Tenant, with a proportionate abatement in the Rent payable hereunder. If
Landlord does not exercise any option set forth in this subparagraph (D) within
said thirty (30) day period, Landlord shall be deemed to have refused to consent
to the proposed assignment or sublease and this Lease shall remain in full force
and effect.
(E) If Tenant is a corporation, an unincorporated association, limited
liability company, or partnership, the transfer, assignment or hypothecation of
any stock or interest in such corporation, unincorporated association, limited
liability company, or partnership, in the aggregate in excess of FORTY-NINE
(49%) percent, shall be deemed an assignment within the meaning and provisions
of this Paragraph, provided that the foregoing shall not apply with respect to
any pledge of stock to an institutional lender.
(F) Tenant shall reimburse Landlord for Landlord's reasonable costs and
attorneys' fees incurred in conjunction with the processing and documentation of
any such requested assignment, subletting, transfer, change in ownership or
hypothecation of this Lease or Tenant's interest in and to the Premises.
LANDLORD'S ACCESS TO PREMISES
PARAGRAPH 16
Landlord reserves and shall at any and all times have the right to enter
the Premises to inspect the same, to supply janitorial service and any other
service to be provided by Landlord to Tenant hereunder, to show said Premises to
prospective purchasers or tenants, to alter or repair the Premises or any
portion of the Building or Project, all without being deemed guilty of an
eviction of Tenant and without abatement of Rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, provided that the business of Tenant
shall be interfered with as little as is reasonably practicable. PROVIDED THAT
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LANDLORD HAS ENDEAVORED TO MINIMIZE INTERFERENCE OF TENANT'S BUSINESS, Tenant
hereby waives any claim for damages or any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
the Premises, and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's vaults and
safes, and Landlord shall have the right to use any and all means which Landlord
may deem proper to open said doors in an emergency in order to obtain entry to
the Premises, and any entry to the Premises obtained by Landlord by any of said
means shall not under any circumstances be construed or deemed to be a forcible
or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant
from the Premises or any portion thereof. No provision of this Lease shall be
construed as obligating Landlord to perform any repairs, alterations or
decoration except as otherwise expressly agreed to be performed by Landlord.
WHENEVER REASONABLY POSSIBLE, LANDLORD WILL PROVIDE REASONABLE NOTICE TO TENANT
OF ITS INTENDED ENTRY AND WILL MAKE REASONABLE EFFORTS TO LIMIT THE FREQUENCY OF
SAME.
SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES
PARAGRAPH 17
(A) This Lease is junior, subject, and subordinate to all ground leases,
mortgages, deeds of trust, and other security instruments of any kind now
covering the Project or any portion thereof. Landlord reserves the right to
place liens or encumbrances on the Project or any part thereof or interest
therein superior in lien and effect to this Lease. This Lease, at the option of
Landlord, shall be subject and subordinate to any and all such liens or
encumbrances now or hereafter imposed by Landlord without the necessity of the
execution and delivery of any further instruments on the part of Tenant to
effectuate such subordination. Notwithstanding the foregoing, Tenant covenants
and agrees to execute and deliver upon request such further instruments
evidencing such subordination of this Lease as may be requested by Landlord.
(B) Tenant shall at any time and from time to time upon not less than
ten (10) days' prior notice by Landlord, execute, acknowledge and deliver to
Landlord a statement in writing and in form and substance satisfactory to
Landlord 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 the modifications), and the dates to which the Basic
Annual Rent, Additional Rent and other charges have been paid in advance, if
any, and stating whether or not to the best knowledge of Tenant, Landlord is in
default in the performance of any covenant, agreement or condition contained in
this Lease and, if so, specifying each such default of which Tenant may have
knowledge. Any such statement delivered pursuant to this Paragraph may be relied
upon by any prospective purchaser of the fee of the Building or the Project or
any mortgagee, ground lessor or other encumbrancer thereof or any assignee of
any such person.
(C) Should any mortgage on the Property of which the Premises are a part
be foreclosed, the Purchaser upon foreclosure of the lien of the mortgage shall
have the right following foreclosure to preserve this Lease and the rights of
22
the Tenant or any other person or entity having an interest in the Premises, and
the Tenant shall attorn to such Purchaser at foreclosure and pay and perform its
obligations under this Lease for the benefit of such Purchaser.
SALE BY LANDLORD
PARAGRAPH 18
In the event of a sale or conveyance by Landlord of the Project or any
part thereof, the same shall operate to release Landlord from any and all
liability under this Lease after the date of such conveyance of title. If any
security deposit has been made by Tenant, Landlord shall transfer such security
deposit to the purchaser, and thereupon Landlord shall be discharged from any
further liability in reference thereto.
INDEMNIFICATION OF LANDLORD AND INSURANCE
PARAGRAPH 19
(A) Tenant shall indemnify, hold Landlord harmless from and defend
Landlord against any and all claims, loss, costs, damage, expense or liability,
including without limitation reasonable attorneys' fees, for any injury or
damages to any person or property whatsoever when such injury has been caused in
part or in whole by any act, neglect, fault, or omission of Tenant, its agents,
servants, employees or invitees. This indemnity shall not require any payment by
Landlord as condition precedent to recovery. In addition, if any person not a
party to this Lease shall institute any other type of action against Tenant in
which Landlord shall be made a party defendant, Tenant shall indemnify, hold
Landlord harmless from and defend Landlord from all liabilities and costs by
reason thereof.
(B) Tenant hereby agrees to maintain in full force and effect at all
times during the term of this Lease, at its own expense, for the protection of
Tenant and Landlord as their interests may appear, policies of insurance issued
by a responsible carrier or carriers acceptable to Landlord licensed in New
Jersey and also having a policyholder's rating of not less than A- in the most
current edition of Best's Insurance Reports, which afford the following
coverage:
(i) Worker's Compensation -- Statutory
Employer's Liability -- Not less than $250,000
(ii) Comprehensive General -- Not less than $5,000,000
Liability Insurance Combined Single Limit
including Blanket for both bodily injury and
Contractual Liability property damage
Broad Form Property Damage,
Personal Injury, Completed
Operations, Products Liability,
Fire Damage
23
Landlord and its managing agent shall be named as an additional
insured on all policies listed under (ii) above, and (iv) below.
(iii) All Risk Property Coverage in an amount sufficient to cover
the full cost of replacement of all improvements and
betterment to the Premises owned by Tenant and all of Tenant's
fixtures and other personal property.
(iv) Rent Insurance and Business Interruption Insurance in an
amount equal to the Basic Annual Rent and Additional Rent for
a period of at least twelve (12) months commencing with the
date of loss.
(C) Tenant shall deliver to Landlord at least thirty (30) days prior to
the time such insurance is first required to be carried by Tenant and thereafter
at least thirty (30) days prior to the expiration of each such policy,
certificates of insurance evidencing the above coverage with limits not less
than those specified above. Such certificate, with the exception of Worker's
Compensation, shall expressly provide that the interest of Landlord therein
shall not be affected by any breach by Tenant of any provision of any such
policy. Further, all certificates shall expressly provide that no less than
thirty (30) days prior written notice shall be given Landlord in the event of
material alterations to or cancellation of the coverage evidenced by such
certificates.
(D) Upon demand, Tenant shall provide Landlord, at Tenant's expense,
with such increased amount of existing insurance, and such other insurance in
such limits as Landlord may require and such other hazard insurance as the
nature and condition of the Premises may require in the sole judgment of
Landlord, to afford Landlord adequate protection for said risks. LANDLORD AGREES
THAT SUCH REQUIRED INCREASED INSURANCE SHALL NOT EXCEED AMOUNTS OF INSURANCE
REQUIRED BY OTHER LANDLORDS OF COMPARABLE QUALITY BUILDINGS IN THE PRINCETON
AREA MARKET.
(E) If on account of the failure of Tenant to comply with the provisions
of this Xxxxxxxxx 00, Xxxxxxxx is adjudged a coinsurer by its insurance carrier,
then any loss or damage Landlord shall sustain by reason thereof shall be borne
by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx
therefor and evidence of such loss.
(F) Landlord makes no representation that the limits of liability
specified to be carried by Tenant under the terms of this Lease are adequate to
protect Tenant against Tenant's undertaking under this Paragraph 19. In the
event Tenant believes that any such insurance coverage called for under this
Lease is insufficient, Tenant shall provide, at its own expense, such additional
insurance as it deems adequate.
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(G) Each policy evidencing the insurance to be carried by Tenant under
this Lease shall contain a clause that such policy and the coverage endorsed
thereby shall be primary with respect to any policies carried by Landlord, and
that any coverage carried by Landlord shall be excess insurance.
(H) Any insurance required of Tenant under this Lease may be furnished
by Tenant under a blanket policy carried by it. Such blanket policy shall
contain an endorsement that names Landlord as an additional insured, references
the Premises, and guarantees a minimum limit available for the Premises equal to
the insurance amounts required in this Lease.
(I) In the event Tenant fails to procure, maintain, and/or pay for the
insurance required by this Lease, at the times and for the durations specified
in this Lease, Landlord shall have the right, but not the obligation, at any
time and from time to time, and without notice, to procure such insurance and/or
pay the premiums for such insurance, in which event Tenant shall repay Landlord,
immediately upon demand by Landlord, as Additional Rent, all sums so paid by
Landlord together with interest thereon and any costs or expenses incurred by
Landlord in connection therewith, without prejudice to any other rights and
remedies of the Landlord under this Lease.
WAIVER OF SUBROGATION
PARAGRAPH 20
Tenant and Landlord each agree that the respective insurance carried by it
against loss or damage by fire or other casualty shall contain a clause whereby
the insurer waives its right of subrogation against the other party.
Pursuant to the foregoing, Landlord and Tenant hereby waive all claims for
recovery from the other party for any loss or damage to any of its property
insured under valid and collectible insurance policies to the extent of any
recovery collectible under such insurance. The foregoing waiver shall be in
force only if both Tenant's and Landlord's insurance policies contain a clause
providing that such waiver shall not invalidate the insurance.
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NO WAIVER
PARAGRAPH 21
No waiver by EITHER PARTY of any provision of this Lease or of any breach
by THE OTHER PARTY hereunder shall be deemed to be a waiver of any other
provision hereof, or for any subsequent breach by THE OTHER PARTY of the same or
any other provisions. Landlord's consent to or approval of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to render
unnecessary the obtaining of Landlord's consent to or approval of any subsequent
act of Tenant. Failure of EITHER PARTY to insist upon strict performance of any
provision of this Lease shall not be deemed to be a waiver of such provision. No
act or omission by Landlord or Landlord's agents during the term of this Lease
shall be deemed an acceptance of a surrender of the Premises, unless confirmed
by Landlord in writing. The delivery of the keys to an employee or agent of
Landlord shall not operate as a termination of the Lease or a surrender of the
Premises. The acceptance of any Rent by Landlord following a breach of this
Lease by Tenant shall not constitute a waiver of any of Landlord's rights unless
such waiver is expressly stated in writing and signed by Landlord. THE CONTINUED
USE OF THE PREMISES BY TENANT FOLLOWING A BREACH OF THIS LEASE BY LANDLORD SHALL
NOT CONSTITUTE A WAIVER OF ANY OF TENANT'S RIGHTS UNLESS SUCH WAIVER IS
EXPRESSLY STATED IN WRITING AND SIGNED BY TENANT.
DEFAULT
PARAGRAPH 22
(A) The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant:
(i) Any failure by Tenant to pay the Rent or to make any other
payment required to be made by Tenant hereunder within five
(5) days of date due;
(ii) The abandonment or vacation of the Premises by Tenant;
(iii) Any failure by Tenant to observe and perform any other of its
obligations under this Lease, where such failure continues for
fifteen (15) days (except where a different period of time is
specified in this Lease) after Landlord has given Tenant
written notice or such other notice as may be required by law;
(iv) Tenant makes, or has made, or furnishes, or has furnished, any
warranty, representation or statement to Landlord in
connection with this Lease, or any other agreement to which
Tenant and Landlord are parties, which is or was false or
misleading in any material respect when made or furnished;
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(v) Any substantial portion of the assets of Tenant is transferred
unless such transfer is incurred in the ordinary course of
Tenant's business in good faith for fair equivalent
consideration, and with Landlord's consent, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD;
(vi) Tenant becomes insolvent as defined in the Federal Bankruptcy
Code, admits in writing its insolvency or its present or
prospective inability to pay its debts as they become due, is
unable to or does not pay all or any material portion (in
number or dollar amount) of its debts as they become due,
permits or suffers a judgement to exist against it which
affects Tenant's ability to conduct its business in the
ordinary course (unless enforcement thereof is stayed pending
appeal), makes or proposes an assignment for the benefit of
creditors or any class thereof for purposes of effecting a
moratorium upon or extension or composition, or commences or
proposes to commence any bankruptcy, reorganization or
insolvency proceeding, or other proceedings under any federal,
state or other law for the relief of debtors;
(vii) Tenant fails to obtain the dismissal, within thirty (30) days
after the commencement thereof, of any bankruptcy,
reorganization or insolvency proceeding, or other proceeding
under any law for the relief of debtors, instituted against it
by one or more third parties, or fails actively to oppose any
such proceedings, or, in any such proceeding, defaults or
files an answer admitting the material allegations upon which
the proceeding was based or alleges its willingness to have an
order for relief entered or its desire to seek liquidation,
reorganization or adjustment of any of its debts;
(viii) Any receiver, trustee, or custodian is appointed to take
possession of all or any substantial portion of the assets of
Tenant, or any committee of Tenant, or any committee of
Tenant's creditors, or any class thereof is formed for the
purpose of monitoring or investigating the financial affairs
of Tenant or enforcing such creditors' rights.
(B) In the event of any such material default and breach of this Lease
by Tenant, then in addition to any other remedies available to Landlord at law
or in equity, Landlord shall have the option to immediately terminate this Lease
and all rights of Tenant hereunder by giving written notice of such intention to
terminate. In the event that Landlord shall elect to so terminate the Lease,
then Landlord may recover from Tenant:
(i) any unpaid Rent which shall have accrued at the time of such
termination; plus
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(ii) the entire amount of unpaid Rent for the balance of the term
which amount shall, at Landlord's option, be immediately due
and payable; plus
(iii) any other amount necessary to compensate Landlord for
Landlord's loss or damage caused directly or indirectly by
Tenant's failure to perform its obligations under this Lease
including, but not limited to, reasonable attorneys' fees and
costs; plus
(iv) at Landlord's election, such other amounts in addition to, or
in lieu of the foregoing, as may be permitted from time to
time by applicable law.
(C) In the event of any such material default and breach of this Lease
by Tenant, Landlord shall also have the right, with or without terminating this
Lease, to re-enter and to take possession of the Premises and to remove all
persons and property from the Premises. Landlord is hereby granted a lien WHICH
SHALL BECOME EFFECTIVE ONLY IN THE EVENT OF ANY SUCH MATERIAL DEFAULT AND BREACH
OF THIS LEASE BY TENANT, in addition to any statutory lien or right to distrain
that may exist, on all personal property of Tenant in or upon the Premises, to
assure payment of the Rent and performance of the covenants and conditions of
this Lease. Landlord shall have the right, as agent of Tenant, to take
possession of all personal property of Tenant found in or about the Premises
including without limitation furniture and fixtures of Tenant and, to sell the
same at public or private sale and to apply the proceeds thereof to the payment
of any monies due or becoming under this Lease, or to remove all such effects
and store same in a public warehouse or elsewhere at the cost of and for the
account of Tenant, or any other owner or occupant, Tenant hereby waiving the
benefit of all laws exempting property from executing, levy and sale of distress
or judgement.
(D) In the event of the vacation or abandonment of the Premises by
Tenant or in the event that Landlord shall elect to re-enter as provided above
or shall take possession of the Premises pursuant to legal proceeding or
pursuant to any notice provided by law, then if Landlord does not elect to
terminate this Lease as provided in this Xxxxxxxxx 00, Xxxxxxxx may from time to
time, without terminating this Lease, either recover all Rent as it becomes due
or relet the Premises or any part thereof for such term or terms and at such
rental or rentals and upon such other terms and conditions as Landlord in his
sole discretion may deem advisable with the right to make alterations and
repairs to the Premises.
(E) In the event that Landlord shall elect to so relet, then rentals
received by Landlord from such reletting shall be applied: first, to the payment
of any indebtedness other than Rent due hereunder from Tenant to Landlord;
second, to the payment of any cost of such reletting, including but not limited
to broker's commissions and reasonable attorneys' fees; third, to the payment of
the cost of any alterations and repairs to the premises; fourth, to the payment
of any Rent due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future Rent as the same may become due and
payable hereunder. Should any such reletting result in the payment of rentals
less than the Rent payable by Tenant hereunder, then Tenant shall pay such
deficiency to Landlord immediately upon demand therefor by Landlord. Tenant
shall also pay Landlord as soon as ascertained, any REASONABLE costs and
expenses incurred by Landlord in such reletting or in making such alterations
and repairs not covered by the rentals received from such reletting.
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(F) No re-entry or taking possession of the Premises by Landlord
pursuant to this Paragraph 22 shall be construed as an election to terminate
this Lease unless a written notice of such intention be given to Tenant.
Notwithstanding any reletting without termination by Landlord because of any
default by Tenant, Landlord may at any time after such reletting, elect to
terminate this Lease for any such default.
RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT
PARAGRAPH 23
If Tenant defaults in the making of any payment or in the doing of any act
herein required to be made or done by Tenant, then Landlord may but shall not be
required to make such payment or do such act and charge to Tenant the amount of
all costs in connection therewith including but not limited to reasonable legal
fees and expenses incurred by Landlord, with interest thereon as provided in
Paragraph 36 from the date paid by Landlord to the date of payment thereof by
Tenant. Such payment and interest shall constitute Additional Rent hereunder due
and payable upon demand but the making of such payment or the taking of such
action by Landlord shall not operate to cure such default or to stop Landlord
from the pursuit of any other remedy to which Landlord would otherwise be
entitled.
NOTICES
PARAGRAPH 24
All notices which Landlord or Tenant may be required or may desire to
serve on the other may be served, as an alternative to personal service, by
mailing the same by registered or certified mail, return receipt requested,
postage prepaid, or by nationally recognized overnight carrier addressed as set
forth in Item 14 of the Basic Lease Provisions, or addressed to such other
address or addresses as either Landlord or Tenant may from time to time
designate to the other by written notice.
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INSOLVENCY OR BANKRUPTCY
PARAGRAPH 25
In no event shall this Lease be assigned or assignable by operation of law
and in no event shall this Lease be an asset of Tenant in any receivership,
bankruptcy, insolvency, or reorganization proceeding.
SURRENDER AND HOLDOVER
PARAGRAPH 26
(A) On the expiration or the sooner termination hereof, Tenant shall
peaceably surrender the Premises broom clean, in good order, condition and
repair. On or before the last day of the term or the sooner termination hereof,
Tenant shall at its expense remove its trade fixtures, signs and other personal
property from the Premises. Any property not removed shall be deemed abandoned
and may either be retained by Landlord as its property, or disposed of, without
accountability and at Tenant's expense, in such manner as Landlord may
determine. If the Premises are not surrendered at the end of the term or the
sooner termination, Tenant shall indemnify Landlord against loss or liability
resulting from delay by Tenant in so surrendering the Premises, including,
without limitation, claims made by any succeeding tenants found on such delay.
Tenant shall promptly surrender all keys for the Premises and Building restrooms
to Landlord at the place then fixed for payments of Rent. Tenant's covenants
hereunder shall survive the expiration or termination of this Lease.
(B) If Tenant holds over after the expiration or sooner termination
hereof without the express written consent of Landlord, Tenant shall become a
Tenant at sufferance only at two times the greater of the Rent due hereunder for
any additional months thereafter, plus all items of Additional Rent provided
herein, and such Rent shall be prorated on a daily basis according to the number
of days contained in the month that such expiration or earlier termination takes
place, and otherwise upon the terms, covenants and conditions herein specified,
so far as applicable. Acceptance by Landlord of Rent after such expiration or
earlier termination shall not constitute a consent to a holdover hereunder or
result in a renewal. The foregoing provisions of this paragraph are in addition
to and do not affect Landlord's rights of re-entry or any other rights of
Landlord hereunder or as otherwise provided by law.
CONDITION OF PREMISES
PARAGRAPH 27
Landlord's sole responsibility for preparation of the Premises will be as
set forth in the Work Letter attached hereto as Exhibit "B-1" and if there is no
Work Letter, Landlord's sole responsibility will consist of building of a
30
demising wall and an entry door for Tenant. Landlord's responsibility for the
preparation of the Premises as described above is hereinafter referred to as
Landlord's Work. Except for Landlord's Work, Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises, the Building or the Project for the conduct of Tenant's
business. The taking of possession of the Premises by Tenant shall conclusively
establish that the Building and the Premises were at such time in good order and
repair.
QUIET POSSESSION
PARAGRAPH 28
Upon Tenant's paying the rent reserved hereunder and observing and
performing all of the covenants, conditions and provisions on Tenant's part to
be performed hereunder, Tenant shall have quiet possession of the Premises for
the entire term hereof, subject to all of the provisions of this Lease. This
covenant shall be binding upon any Landlord hereunder only during its respective
ownership of the Premises.
LIMITATION OF LANDLORD'S LIABILITY
PARAGRAPH 29
(A) Landlord and its employees and agents shall not be liable for any
damage to Tenant's property entrusted to employees of Landlord or its agents,
nor for any loss or interruption of Tenant's possession, nor for loss of or
damage to any property by theft or otherwise, nor for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances or plumbing works therein or from the roof, street, or
sub-surface or from any other place or resulting from dampness or any other
cause whatsoever in the Building or the Project EXCEPT TO THE EXTENT THAT THE
DAMAGES, INJURY OR LOSS IS CAUSED BY THE GROSS NEGLIGENCE OF LANDLORD, ITS
EMPLOYEES OR AGENTS. Landlord and its employees and agents shall not be liable
for any property loss resulting from any latent defect in the Premises or in the
Building UNLESS LANDLORD, ITS EMPLOYEES OR AGENTS HAD ACTUAL OR CONSTRUCTIVE
KNOWLEDGE OF SUCH LATENT DEFECT AND FAILED TO PROMPTLY REPAIR IT.
(B) Tenant shall look solely to Landlord's estate and property in the
Project (or the proceeds thereof) for the satisfaction of Tenant's remedies for
the collection of a judgment (or other judicial process) requiring the payment
of money by Landlord in the event of any default by Landlord hereunder, and no
other property or assets of Landlord or Landlord's partners or members shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to either this Lease, the
relationship of Landlord and Tenant hereunder, or Tenant's use and occupancy of
the Premises.
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GOVERNING LAW
PARAGRAPH 30
This Lease shall be governed by and construed pursuant to the laws of the
State of New Jersey.
COMMON FACILITIES
PARAGRAPH 31
Tenant shall have the non-exclusive right in common with others, to the
use of common entrances, lobbies, elevators, ramps, drives, stairs and similar
access and serviceways and the other common facilities (except for parking
spaces other than those provided for in Paragraph 39) in and adjacent to the
Building or Project, as may be provided by Landlord from time to time for
general use, subject to such rules and regulations as may be adopted by the
Landlord including, but not limited to, the right to close from time to time all
or a portion of said common facilities to such extent as may be legally
sufficient, in Landlord's sole opinion, to prevent a dedication thereof or the
accrual of rights to any person or to the public therein.
SUCCESSORS AND ASSIGNS
PARAGRAPH 32
Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns. However, the obligations of Landlord
under this Lease shall not be binding upon Landlord herein named with respect to
any period subsequent to the transfer of its interest in the Project as owner or
lessee thereof, and in the event of such transfer said obligations shall
thereafter be binding upon each transferee of the interest of Landlord herein
named as such owner or lessee of the Project, but only with respect to the
period commencing with its respective transfer in and ending with a subsequent
transfer out, and such transferee, by accepting such interest, shall be deemed
to have assumed such obligations except only as may be expressly otherwise
provided in this Lease. A lease of Landlord's entire interest in the Project as
owner or lessee thereof shall be deemed a transfer within the meaning of this
Paragraph 32.
32
BROKERS
PARAGRAPH 33
Tenant represents and agrees that it has not directly or indirectly dealt
with any real estate broker(s) other than the firm(s) specified in Item 12 of
the Basic Lease Provisions in connection with this transaction. Further, Tenant
covenants and agrees that with respect to any renewal or extension or expansion
of this Lease, or with respect to any transaction by Tenant or its affiliates,
successors or assigns with Landlord 300 CRA LLC or 100 & RW CRA LLC with respect
to the leasing of space by Tenant either by original lease, renewal or expansion
space within any buildings owned by Landlord or 400 CRA LLC within College Park
at Princeton Xxxxxxxxx Center in Plainsboro, New Jersey, that Tenant will pay
all brokerage commissions or finders fees, commissions, fees or other
remuneration claimed by any real estate broker or finder other than the firm (s)
specified in Item 12 of the Basic Lease Provisions. Tenant agrees to defend,
indemnify and hold Landlord harmless from and against any claims for brokerage
commissions or finder's fee arising out of or based upon any actions of Tenant
with respect to any other broker or brokers other than the firm (s) specified in
Item 12 of the Basic Lease Provisions with respect to the leasing of space by
Tenant, either by original lease, renewal, or expansion space for any space
including, but not limited to the Premises, leased by Tenant or its affiliates,
successors or assigns from Landlord or 400 CRA LLC within the buildings owned by
either of them at College Park at Princeton Xxxxxxxxx Center in Plainsboro, New
Jersey. The terms of this Paragraph will survive termination of this Lease.
NAME
PARAGRAPH 34
Tenant shall not, without the written consent of Landlord, use the name of
the Building or the Project for any purpose other than as the address of the
business to be conducted by Tenant in the Premises, and in no event shall Tenant
acquire any rights in or to such names.
33
EXAMINATION OF LEASE
PARAGRAPH 35
Submission of this instrument for examination or signature by Tenant does
not constitute a reservation of or option for lease, and it is not effective as
a Lease or otherwise until execution by and delivery to both Landlord and
Tenant.
ADDITIONAL CHARGES
PARAGRAPH 36
Any amount due from Tenant to Landlord which is not paid when due, in
addition to other remedies available to Landlord, shall at Landlord's option
bear interest which shall be at the lesser of (i) TWELVE (12%) percent per annum
or (ii) the maximum lawful rate per annum, from the date such payment is due
until paid, but the payment of such interest shall not excuse the cure of
default. In addition to the foregoing, Landlord may also impose a late charge of
four (4%) percent of the amount past due, and a charge for reasonable legal fees
and costs.
MARGINAL HEADINGS
PARAGRAPH 37
The marginal headings and titles to the Paragraphs of this Lease are not a
part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.
PRIOR AGREEMENTS; SEVERABILITY
PARAGRAPH 38
This Lease contains all of the agreements of the parties hereto with
respect to any matter covered or mentioned in this Lease, and no prior
agreement, understanding or representation pertaining to any such matter shall
be effective for any purpose. No provision of this Lease may be amended or added
to except by an agreement in writing signed by the parties hereto or their
respective successors in interest. If any term or provision of this Lease, the
deletion of which would not adversely affect the receipt of any material benefit
by either party hereunder, shall be held invalid or unenforceable to any extent,
the remainder of this Lease shall not be affected thereby and each term and
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
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PARKING
PARAGRAPH 39
Tenant shall have the right to the non-exclusive use of the number of
parking spaces shown in Item 11 of Basic Lease Provisions. Tenant covenants and
agrees to comply with all reasonable rules and regulations which Landlord may
hereafter from time to time make to assure use of parking spaces by permitted
users. Landlord's remedies under such rules and regulations may include, but
shall not be limited to, the right to tow away at owner's expense any vehicles
not parked in compliance with these rules and regulations. Landlord shall not be
responsible to Tenant for the noncompliance or breach by any other tenant of
said rules and regulations.
AUTHORITY
PARAGRAPH 40
Tenant represents that Tenant is authorized to do business in the State of
New Jersey. Upon Landlord's request, Tenant's signatories hereto will furnish
satisfactory evidence of Tenant's authorization and their authority to execute
this Lease on behalf of Tenant.
NO LIGHT, AIR OR VIEW EASEMENT
PARAGRAPH 41
Any diminution or shutting off of light, air or view of any structure
which may be erected on lands adjacent to the Building shall in no way effect
this Lease or impose any liability on Landlord.
FORCE MAJEURE
PARAGRAPH 42
Except as otherwise expressly provided herein, this Lease and the
obligations of Tenant to pay Rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease, if
Landlord is prevented or delayed from so doing by reason of any cause beyond
Landlord's reasonable control, including, but not limited to, Acts of God,
strikes, labor troubles, shortage of material, governmental preemption in
connection with a national emergency or by reason of any rule, order or
regulations of any governmental agency or by reason of war, hostilities or
similar emergency; provided that Landlord shall in each instance exercise
reasonable diligence to effect performance as soon as possible. It is agreed
that Landlord shall not be required to incur any overtime or additional expenses
in Landlord's reasonable diligence to effect the performance of any of
Landlord's obligations hereunder.
35
ATTORNMENT
PARAGRAPH 43
If for any reason the leasehold estate of Landlord as Tenant under any
underlying lease is terminated by summary proceedings or otherwise, Tenant will
attorn to the Landlord under such underlying Lease and will recognize such
Landlord as Tenant's Landlord under this (sub)lease. Tenant agrees to execute
and deliver, at any time, and from time, to time, upon the request of Landlord
or of the Landlord under any such underlying lease, any instrument which may be
necessary or appropriate to evidence such attornment and Tenant hereby appoints
Landlord the Landlord under such underlying lease the attorney-in-fact,
irrevocable, of Tenant to execute and deliver any such instrument for and on
behalf of Tenant. Tenant further waives the provisions of any statute or rule of
law now or election to terminate this (sub)lease or to surrender possession of
the Premises in the event such underlying lease terminates or any such
proceeding is brought by Landlord under such underlying lease, and agrees that
his (sub)lease shall not be affected in any way whatsoever by any such
proceeding or termination.
COMMON AREA MAINTENANCE COST
PARAGRAPH 44
Base Project Operating Expenses as defined in Paragraph 3 shall also
include Landlord's costs and expenses incurred as Landlord's share of common
area maintenance all as set forth in Article 29 of the underlying Land Lease
between the Trustees of Princeton University as landlord and Landlord as tenant.
NOTICE REGARDING TENANT'S MOVING IN OR OUT
PARAGRAPH 45
Two days prior to any move into or out of the Premises, Tenant must notify
National Business Parks, as Agent for 300 CRA LLC, of the following: the name of
the Moving Company, Moving Company representative in charge of the move, and
Moving Company's phone number. All moves must be done during the work week
(Monday through Friday, inclusive between the hours of 7:30 A.M. and 4:30 P.M.).
No elevators will be available Saturday, Sunday or holidays or after 4:30 P.M.
on other days. The insurance evidence in the form required by Paragraph 19
hereof must be delivered to Landlord prior to commencement of the Tenant's move
into or out of the Premises.
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TENANT'S FINANCIAL STATEMENT
PARAGRAPH 46
The Tenant will submit to the Landlord:
(a) Annually, as soon as available, but in any event within ninety
(90) days after the last day of each of its fiscal years, balance sheets of the
Tenant and its subsidiaries as at such last day of the fiscal year, and
statements of income and retained earnings and statements of cash flows, for
such fiscal year, each prepared in accordance with generally accepted accounting
principles ("GAAP") consistently applied, in reasonable detail, such statements
to be certified by a firm of independent certified public accountants.
(b) Promptly after a written request therefor, which may be made
by Landlord at any time Landlord has been requested to approve any action to be
taken involving Tenant, Tenant's balance sheets, statements of income and
retained earnings and statements of cash flow for Tenant's most recently
completed quarter annual period, certified by a firm of independent certified
public accountants.
(c) Upon Landlord's request from time to time, Tenant shall
promptly provide Landlord with a statement certified by the Tenant's chief
operating officer, which shall provide the following information:
(i) The names of all of the Tenant's shareholders and their
ownership interests at the time thereof, provided
Tenant's shares are not publicly traded;
(ii) The state in which Tenant is incorporated;
(iii) The location of Tenant's principal place of business;
(iv) Information regarding a material change in the corporate
structure of Tenant, including, without limitation, a
merger or consolidation; and
(v) Any other information regarding Tenant's ownership
interest that Landlord reasonably requests.
LANDLORD ACKNOWLEDGES THAT TENANT IS A PRIVATELY HELD CORPORATION AND THAT ALL
OF THE ITEMS REQUIRED TO BE SUBMITTED IN ACCORDANCE WITH THIS PARAGRAPH 46 ARE
CONFIDENTIAL AND PROPRIETARY INFORMATION OF TENANT. LANDLORD AGREES TO MAINTAIN
ALL OF THESE ITEMS IN CONFIDENCE AND TO TAKE ALL REASONABLE STEPS TO PREVENT
DISCLOSURE OF SAME TO THIRD PARTIES, EXCEPT IN THE NORMAL COURSE OF LANDLORD'S
BUSINESS (FOR EXAMPLE: LENDERS, BANKS, ACCOUNTANTS, ETC...).
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EXHIBIT B-1
LANDLORD'S WORK LETTER
It is the intent of this Exhibit that Tenant shall be permitted reasonable
freedom in the interior design and layout of its space, consistent with
applicable building codes and sound architectural and construction practices in
first class office buildings, provided that no interference is caused to the
operation of the Building's mechanical, heating, cooling or electrical systems
or other building operations or functions, and no increase in maintenance or
utility charges will be incurred by Landlord. Any additional costs of design,
construction, operation or maintenance which results from Tenant's deviations
from Building Standard quantities or specifications shall be charged to Tenant.
A. IMPROVEMENTS
1. Landlord's Work: Landlord (in accordance with applicable building
codes and regulations), at its sole cost and expense, shall furnish and install
in or for the benefit of the Premises pursuant to the plans and specifications
referred to below, the following:
(a) For divided-floor tenancies, all walls separating the Premises from
areas or from other tenant space.
(b) Interior core improvements, including men's and women's toilet
rooms, telephone closets, electrical closet, janitorial closet and
core walls.
(c) TURNKEY BUILD-OUT OF TENANT IMPROVEMENTS AS SHOWN IN THE LIST OF
ALLOWANCES AS DETAILED IN EXHIBIT B-2 AND FURTHER DEFINED IN EXHIBIT
"A" (FLOOR PLAN). IN ADDITION, LANDLORD SHALL PROVIDE A WORKLETTER
ALLOWANCE OF $12,989.00 TO TENANT FOR TENANT IMPROVEMENTS TO THE
PREMISES.
2. Tenant's Work: All other improvements required by Tenant in the
Premises shall be at the sole cost and expense of Tenant, INCLUSIVE OF ALL
TELEPHONE & DATA. SUBJECT TO PLAINSBORO TOWNSHIP AND PRINCETON UNIVERSITY'S
APPROVAL, LANDLORD AGREES TO PROVIDE AN AREA OUTSIDE OF THE BUILDING FOR
TENANT'S EXTERIOR CHEMICAL STORAGE AND LIQUID NITROGEN TANK LOCATION.
3. Landlord's Approval: Tenant's Plan, as hereinafter defined, shall be
subject to Landlord's prior written approval. If Tenant's Plan requires any
variance or any modifications of any existing site plan, Tenant will be
responsible for obtaining all approvals required at Tenant's sole cost and
expense. (LANDLORD ALREADY HAS APPROVED TENANT'S PLAN EXHIBIT "A").
B. PLANS AND SPECIFICATIONS
Tenant may use the services of the space planner retained by Landlord at
no cost to Tenant, to prepare an initial space plan and one revision. Tenant may
at its own expense employ other professional space planning assistance. If
Tenant requests any additional work which is not provided in the Xxxxxxxx
00
Xxxxxxxx, Xxxxxx shall be responsible for all costs resulting from such
additional work, including but not limited to architectural and engineering
charges, and any special permits or fees attributed thereto. In either event,
both Landlord and Tenant shall conform with the applicable time schedule set
forth below. (LANDLORD WILL PROVIDE ALL REQUIRED CONSTRUCTION DOCUMENTS USING
ITS OWN ARCHITECT AND MECHANICAL ENGINEER AT NO COST TO TENANT).
1. Tenant Uses Landlord's Space Planner: Tenant shall devote such time
in consultation with Landlord's space planner as shall be necessary to enable
the latter to develop complete working drawings and specifications for Building
Standard improvements for the Premises (which drawings and specifications are
hereafter and in the foregoing Lease collectively called the "Tenant's Plan"),
showing thereon partitions, hardware, electrical and telephone outlets and
special requirements (if any), light fixture locations, wall finishes, floor
coverings, for Tenant's review and approval. Upon such approval, TENANT will
submit Tenant's Plan, including items of work above Building Standard Allowance,
to Landlord for determination of the cost of such work. Such costs for items of
all work shall include a fee of 10% for overhead and 10% profit, to cover
Landlord's costs in administering the work. After approval by Tenant of such
costs and before Landlord shall order that any work be commenced, Tenant shall
pay the first one third in accordance with the following:
One third (1/3) at time of approval of costs.
One third (1/3) when work is 50% completed.
One third (1/3) upon completion.
Tenant shall approve space plan and provide all information required for
working drawings no later than 5 days upon receipt of same.
The following maximum time periods shall be allowed for the following
matters after the completion of the immediately preceding item:
Business Days
Allowed to Complete
-------------------
(a) Landlord to complete working drawings
and specifications 20 days
(b) Tenant gives Landlord its approval of
working drawings and specifications with any
required changes 3 days
(c) Landlord quotes Tenant cost of work above
Building Standard Allowance for non-standard
items 5 days
(d) Tenant reviews, approves excess cost and pays
one third (1/3) thereof to Landlord 3 days
(e) Landlord authorizes commencement of work 1 day
39
2. Base Building Changes: If Tenant Plan necessitates revisions in the
design of the base building or necessitates changes in the construction of the
base building for which Landlord has previously contracted, Tenant shall be
responsible for all costs resulting from such design revisions or construction
changes, including but not limited to architectural and engineering changes, and
any special permits for fees attributed thereto. Before Landlord shall authorize
such design and/or construction changes, Tenant shall pay Landlord the full cost
attributable thereto which includes a fee of 10% for overhead and 10% profit to
cover Landlord's costs in administering the work.
C. CONSTRUCTION
1. By Landlord: All partitions, floors, ceilings, and doors shall be
installed and all work involving or affecting the Building's mechanical,
electrical systems shall be performed by Landlord's contractor. If any work is
not performed by the Landlord during the course of this Lease, or is performed
by Tenant's own contractors, a fee of 10% of the total cost will be paid to the
Landlord to cover the cost of coordination of Tenant's work.
2. By Tenant: TELEPHONE & DATA work in the Premises other than work
described in the preceding paragraph, SHALL be done by Tenant, in compliance
with the following:
(a) No such work shall proceed without Landlord's prior written
approval of (i) Tenant's contractor; (ii) detailed plans and specifications for
the work; and (iii) a certificate of xxxxxxx'x compensation insurance in an
amount and with a company and on a form acceptable to Landlord and a certificate
of insurance in form and from an insurer acceptable to Landlord, showing Tenant
or Tenant's contractor to have in effect public liability, comprehensive general
liability and property damage insurance with limits of not less than
$1,000,000/$2,000,000 and $1,000,000 respectively. All such certificates except
worker's compensation shall be endorsed to show Landlord as an additional
insured and such insurance shall be maintained by Tenant or Tenant's contractor
at all times during the performance of Tenant's work.
(b) All such work shall be done in conformity with applicable
codes and regulations of governmental authorities having jurisdiction over the
Building and premises and with valid building permits and other authorizations
from appropriate governmental agencies when required shall be obtained by
Landlord's representative at Tenant's sole expense. Any work not acceptable to
the appropriate governmental agencies or not reasonably satisfactory to
Landlord, shall be promptly replaced at Tenant's expense. Notwithstanding any
failure by Landlord to object to any such work, Landlord shall have no
responsibility therefor. Tenant agrees to save and hold Landlord harmless for
said work as provided in the Lease.
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(c) Tenant and Tenant's contractors shall abide by all safety and
construction laws, ordinances, rules and regulations. All work and deliveries
shall be scheduled through Landlord. Entry by Tenant's contractors shall be
deemed to be under all the terms, covenants, provisions and conditions of the
Lease. All Tenant's materials, work, installations and decorations of any nature
brought upon or installed in the Premises before the Lease Commencement Date
shall be at Tenant's risk, and neither Landlord nor any party acting on
Landlord's behalf shall be responsible for any damage thereto or loss or
destruction thereof. Tenant shall not employ any contractor who in Landlords'
opinion may prejudice Landlord's negotiations or relationships with Landlord's
contractors or subcontractors or the negotiations or relationship of those
contractors or subcontractors with their employees, or may disturb harmonious
labor relations.
(d) Tenant shall reimburse Landlord for any extra expenses
incurred by Landlord by reason of faulty work done by Tenant or its contractors,
or by reason of delays caused by such work, or by reason of cleanup which fails
to comply with Landlord's rules and regulations, or by reason of use of
elevators outside normal working hours.
(e) Tenant shall pay to Landlord a building service fee of ten
percent (10%) of the total cost of Tenant's work not done by Landlord's
contractor to cover Landlord's cost of coordination of Tenant's Work. Such
building service fee shall be paid to Landlord at the time of Landlord's
approval of Tenant's contractor(s) as provided in Paragraph 2(a) above.
(f) Tenant's contractors shall not post any signs on any part of
the Building or the premises.
(g) Tenant shall, upon Landlord's request, provide Landlord with
copies of bills and invoices for the cost of Tenant's Work hereunder.
3. Tenant's Option to Use Landlord's Contractor: Tenant may elect to
have any of the work described in Paragraph 2 done by Landlord's contractor at
Tenant's expense.
4. Changes: If there are any changes requested by Tenant, after
approval of Tenant's Plan, Tenant shall be responsible for all costs including
but not limited to permits and fees, architectural, engineering and related
design expenses resulting from such changes. No such changes shall be made
without prior written approval of Landlord, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD. Landlord shall not be responsible for delay in occupancy
by Tenant because of changes to plans after approval by Tenant as outlined
above. Upon completion of such revised working drawings and specifications,
Landlord shall notify Tenant in writing of the cost which will be chargeable to
41
Tenant by reason of such change, addition or deletion. Tenant shall, within (5)
business days, notify Landlord in writing whether it desires to proceed with
such change, addition or deletion. In the absence of such written authorization
and payment in full of the total costs of such change, addition or deletion,
Landlord shall not be obligated to continue work on Tenant's premises and may
suspend work and Tenant shall be responsible and chargeable for any and all
delays in the completion of the Premises resulting therefrom.
5. Tenant's Inspection: Tenant is authorized by Landlord to make
periodic inspections of the Premises during construction provided that such
inspections are made during reasonable business hours and that Tenant is
accompanied by a representative of the Landlord. Tenant shall advise Landlord
immediately in writing of any objection to the performance of such work.
D. ACCEPTANCE OF PREMISES
When Landlord's Work and Tenant's Work is substantially completed in
accordance with Tenant's Plan except for the punch list items the Premises
and/or Additional Space shall be considered acceptable for occupancy. Within
five (5) business days of Landlord's notice that Landlord's Work and Tenant's
Work has been substantially completed, Tenant shall inspect the Premises and/or
Additional Space, in the presence of Landlord and Landlord's contractor in order
to establish a punch list of items to be completed or corrected.
E. RESPONSIBILITY FOR DELAYS
If Tenant shall cause any delay in the construction of the Premises,
whether by reason of any failure by Tenant to comply with the applicable time
schedule set forth in Paragraph B1, or by Tenant's requirement of materials or
installations different from the Building Standard, or by delays in performance
of completion by a party employed by Tenant, or by reason of building code
problems arising from Tenant's design, or by reason of changes in the work
ordered by Tenant, then notwithstanding the provisions of the Lease or any other
provision of this Exhibit, any such delay in completing the Premises shall not
in any manner affect the Lease Commencement Date of the Tenant's liability for
the payment of rent set forth in the Lease.
F. INCORPORATED IN LEASE
This Agreement is, and shall be incorporated by reference in the Lease and
all of the terms and provisions of said Lease are and shall be incorporated
herein by this reference.
G. BUILDING STANDARD ALLOWANCES
Landlord, at Landlord's expense, except as otherwise expressly specified
in this Exhibit B-1 and in the foregoing Lease, shall furnish and install in and
to the Premises the following, all of which shall be of material, manufacture,
design, capacity, finish and color of the Building Standard adopted by Landlord
for the Building in accordance with the Tenant's Plan EXHIBIT "A". The Building
Standard Allowances as attached represents a maximum to be provided at no cost
to Tenant. Tenant shall receive no credit for unused items.
42
H. ELECTRICAL CONSUMPTION CALCULATION
If Tenant's electrical requirements exceed power designed to be provided
to the Premises, in order to accurately calculate the power consumed by Tenant,
Landlord at its option may require Tenant to install at Tenant's cost a check
meter. When no meter is required a survey of Tenant's electrical consumption
will be made at Tenant's expense.
I. FINAL PAYMENT OF EXCESS COSTS
If prior to Tenant's occupancy of the Premises and/or Additional Space
there is a default by Tenant in payment of the above, Landlord shall, in
addition to all other legally allowable remedies, have the same rights as in the
case of default in rent under the Lease. Tenant shall pay to Landlord the
balance of all excess costs to complete Tenant's Work and the entire amount of
any extra expenses incurred by Landlord.
J. APPLICABILITY
The terms and conditions of this Lease and Exhibit B-1 apply from the date
of the execution (by both parties) of this Lease, with the exception of Rent and
Tenant electric which commences as per Paragraph 1.
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EXHIBIT B-2
BUILDING STANDARD
300 SERIES
1. PARTITIONS
(a) Partitions within the Demised Premises shall have 5/8" gypsum board
on each side of 2-1/2" metal studs, 24" on center, taped and
spackled, to underside of finished ceiling. Partitions between the
Demised Premises and corridor(s) and between the Demised Premises,
any adjacent space shall have 5/8" fire code gypsum board, taped and
spackled, on each side of 3-1/2" metal studs, 24" on center.
Demising partitions and corridor partitions to have 1-1/2" (full
thick) sound deadening insulation installed within from floor to
underside of floor above, or match existing.
(b) There will be no jogs, curves or angles in any partition.
(c) Vinyl base 4" high to be on all partitioning and existing walls and
columns.
2. DOORS
(a) All frames to be 16 gauge, pressed steel, painted.
(b) Doors within Demised Premises to be 3'-0" x 7'-0" nominal x 1-3/4"
solid core oak, matched finish. Doors to have fire rating as
required by applicable codes.
3. HARDWARE
(a) Cylindrical latch sets, standard weight, on individual office doors
within the Demised Premises.
(b) Cylindrical lock sets, heavy duty, and closers on doors from
corridor(s) on Demised Premises.
(c) Lock sets and latch sets to be Schlage, Sargent, Yale, Russwin or
equal, as selected by Landlord.
(d) All lock sets shall be keyed to the building master key system.
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4. ACOUSTICAL CEILINGS
(a) Lay-in acoustic tile ceilings, within Demised Premises, shall be 24"
x 48" regressed white mineral fiber, textured panels with white
recessed "T"- spline, as selected by Landlord w 2' x 2' Second Look
tile.
(b) Ceiling heights within Demised Premises to be nominal 9'-0"
(existing).
(c) Direction of ceiling-grid to be as determined by Landlord.
5. FLOORING
Building standard carpet to be in all tenant areas where vinyl composition
tile is not installed. All carpets will be selected from Landlord's
samples, or of equal quality. Carpet to be J&J Industries.
6. PAINTING
(a) Interior wall surfaces of gypsum board shall receive two (2) coats
of flat latex paint, colors to be selected by Tenant from Landlord's
samples.
(b) All interior ferrous metal surfaces shall receive two (2) coats of
alkyd semigloss enamel paint over shop-applied primer.
(c) All wood doors to receive one (1) coat of sealer and two (2) coats
of clear polyurethane satin varnish.
(d) Paint manufacturers to be Xxxxxxx Xxxxxxxx, or approved equal, as
selected by Landlord.
7. WINDOW COVERING
All exterior windows to receive building standard, narrow, horizontal
aluminum slat blinds, Levelor or equal, as selected by Landlord.
(Existing)
8. ELECTRICAL SPECIFICATIONS
(a) Lighting - Provide 2' x 4' 3L - high efficiency open deep cell
fixtures in regressed aluminum frame with air return feature.
45
(b) Power - Wall mounted duplex receptacles must meet all applicable
codes.
(c) The average electric load of the Demised Premises shall not exceed
five (5) xxxxx per square foot for lighting and power in office
areas. Landlord will provide available service of 200A 277/480V, 3
phase, for Tenant's exclusive use. All other switchgear required is
a function of the work letter allowance. (re-use existing)
(d) Landlord shall initially provide and install lamps and ballasts.
Replacement of same shall be by Landlord, at Tenant's expense.
9. FIRE AND LIFE SAFETY FEATURES
(a) The Building is fully sprinklered in all areas.
(b) Fire Alarm System consisting of manual pull boxes, annunciators,
alarm bells, control panel, etc. shall be required per code.
(c) Smoke detectors, ionization-type, in corridors, Tenant's space,
electrical equipment rooms, elevator machine rooms and ductwork
where the air quality is over 15,000 CFM. Firestats in the ductwork
where air quality is less than 15,000 CFM.
(d) Battery back-up shall be required in the Building to operate all
emergency and exit lighting fixtures in public areas and fire alarm
system.
10. TELEPHONE/DATA WORK
(a) The Landlord shall arrange for telephone service within the
equipment room in the Building's core.
(b) ALL TELEPHONE WORK AND WIRING IN PARTITIONS, FLOORS AND CEILINGS ARE
THE responsibility OF THE TENANT, SHALL BE PAID FOR BY TENANT, AND
COORDINATED WITH LANDLORD (TENANT'S CONTRACTOR MUST BE APPROVED BY
LANDLORD). Landlord will coordinate work with other trades as
required. Completion or non-completion of the telephone work will
not delay Tenant's acceptance of the Demised Premises or the payment
of Rent. All electrical load centers, special wiring and plywood
supplied by Landlord for telephone equipment shall be an extra cost
to be paid by Tenant. Telephone company work is to meet all
prevailing codes.
46
11. HVAC SPECIFICATIONS (OFFICE AREAS ONLY)
(a) Heating, ventilation and air-conditioning system shall be capable of
maintaining the following interior conditions, subject to
governmental regulations:
Summer - 75 degrees F (+2 degrees F) dry bulb and 50% relative
humidity when outside temperature is 90 degrees F dry bulb and 75
degrees wet bulb.
Winter - 68 degrees F when outside temperature is 14 degrees F.
(b) The VAV system with roof top A/C unit will have automatic
thermostats mounted in the rooms or open spaces within the Demised
Premises.
(c) The VAV units are connected to roof top A/C units with filters,
mixing dampers and fan motor.
(d) Tenant override timers and running hour meter will be provided in
electrical closet for after hours use.
(e) The air supply distribution of the HVAC system for the Demised
Premises shall be based on five (5) xxxxx per square foot of total
electrical load for all purposes. Occupancy rate is based on one (1)
person per 200 square feet.
(f) All heating will be provided from the perimeter base board heaters
via solid state controllers, from Building central system.
(g) The control system for the heating will be by means of electric
thermostats mounted in the rooms or open spaces within the Demised
Premises as described in (11 b) interfaced with solar & ambient
outdoor temperature sensors.
(h) Zoning within Tenant's Demised Premises shall provide interior and
perimeter zones. The number of zones, as determined by Landlord,
shall be based on orientation and total area occupied with average
zones as follows:
Perimeter of areas - one (1) zone per 1,200 square feet
Interior areas - one (1) zone per 2,000 square feet
An average of 1 CFM per square foot will be delivered by the HVAC
system within the Demised Premises. Diffusers supplying air will be
spaced at 1 per 225 square feet.
(i) If Tenant's equipment (i.e. computers, business machines, etc.) or
special uses (i.e. conference rooms, mailrooms, lunch rooms, etc.)
requires air-conditioning above and beyond Building Standard, as
outlined, said additional air conditioning (including cost of
operation as stipulated in the Lease) shall be paid for by Tenant.
Any special exhaust requirements will also be paid for by Tenant.
47
EXHIBIT "C"
COMMENCEMENT DATE MEMORANDUM
THIS AGREEMENT made the 13th day of March, 2006, by and between 300 CRA
LLC ("Landlord") and Princeton Gamma Tech Instruments, Inc. with an office at
000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a lease dated January 9, 2006,
("Lease") setting forth the terms of occupancy by Tenant of a portion of a
Building located at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx; and
WHEREAS, it has been determined that March 13, 2006, is the actual
Commencement Date of the Lease.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter set forth, it is agreed:
1. The actual Commencement Date of the term of the Lease is March 13,
2006, and the termination date thereof is April 12, 2011.
2. This agreement is executed by the parties for the purpose of
providing a record of the commencement and termination dates of the term of the
Lease.
48
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument
as of the day and year first above written.
300 CRA LLC
BY: 300 CRA LLC Manager LLC,
its Member
ATTEST:
BY: /s/ Xxxxx Xxxxxx BY: /s/ Xxxx Xxxxxxxx
---------------------------- ----------------------------
Name: Xxxxx Xxxxxx Name: Xxxx Xxxxxxxx
Title: Executive Assistant Title: President
Princeton Gamma Tech
Investments, Inc.
ATTEST:
BY: /s/ Xxxxxx Xxxxxx BY: /s/ Xxxxxxxxxxx X. Xxx
---------------------------- ----------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxxxxxx X. Xxx
Title: Leasing Manager Title: President
49
EXHIBIT D
RULES AND REGULATIONS
1. The sidewalks, halls, passages, elevators and stairways shall not be
obstructed by any of the tenants nor used by them for any other purpose than for
ingress and egress to and from their respective offices, nor shall they be used
as a waiting or lounging place for tenant's employees or those having business
with tenants. The halls, passages, elevators, stairways and roofs are not for
the use of the general public, and Landlord retains in all cases the right to
control and prevent access to any part of said Building of all persons whose
presence, in the judgement of Landlord or Landlord's employees, may be
prejudicial to the safety, character, reputation or interests of the Building
and its tenants. In case of invasion, mob, riot, public excitement or other
commotion, Landlord reserves the right to prevent access to the Building during
the continuance of same by closing the doors or otherwise, for the safety of
tenants and the protection of property in said Building. During other than
business hours, access to the Building may also be refused, unless the person
seeking admission is known by Landlord's agent in charge to have the right to
enter the Premises therein or is properly identified. In order for Tenant's
employee(s) to be permitted to enter a locked and secured building, it is
required that each such employee complete a "Security Access Card Request Form".
If this standard form is not completed in its entirety, Landlord may decline
access to such employee. In addition, the production of a key to such premises
may be required. Tenants will instruct the Building manager from time to time as
to the number of persons to whom they desire passes issued for this purpose. It
will be the responsibility of the Tenant to pick up any pass and key whenever
the employment of the pass holder is discontinued. Landlord shall in no case be
liable in damages for the admission or exclusion of any person from said
Building.
2. The floors, walls, partitions, skylights, transoms that reflect or admit
light into passageways or into any place in said Building shall not be covered
or obstructed by any of the tenants. The toilet-rooms, sinks and other water
apparatus shall not be used for any purposes other than those for which they
were constructed, and no sweepings, rubbish, rags, ashes, chemicals or refuse
shall be thrown or placed therein. Any damage resulting from such misuses or
abuse shall be borne and immediately paid by Tenant by whom or by whose
employees it shall have been caused.
3. Nothing shall be placed by tenants or their employees on the outside of
the Building.
4. No sign, advertisement or notice shall be inscribed, painted or affixed on
any part of the outside or inside of said Building, unless of such character,
color, size and material and in such places as shall be first designated by
Landlord in writing. A sign painter authorized by Landlord will do such work at
Tenant's expense.
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5. Tenant will see that the windows are closed and the doors securely locked
each day before leaving the Building. Shades shall be of the material, style,
form and color adopted by Landlord for the Building, and no tenant shall put up
any that do not conform to such standards. Tenant shall have the right to remove
such shades at the expiration of the lease.
6. Tenant, their employees or others shall not make or commit any improper
noises or disturbances including foul odors of any kind in the Building, nor
smoke in the elevators, xxxx or defile the elevators, bathrooms or interfere in
any way with other tenants or those having business in the Building. Tenants
shall be liable for all damage to the Building done by their employees. Cigar &
pipe smoking will not be permitted anywhere in the Building.
7. No carpet, rug or other article shall be hung or shaken out of any window,
and nothing shall be thrown by tenants or tenants' employees nor be allowed by
them to drop out of the windows or doors or down the passages or skylights of
the Building; and no tenant shall sweep or throw or permit to be swept or thrown
from the Premises any dirt or other substance into any of the corridors or
halls, elevators or stairways of the Building, or into any of the light shafts
or ventilators thereof.
8. No animals shall be kept in or about the Premises.
9. If the tenants desire to introduce signaling, telegraphic, telephonic or
other wires and instruments, Landlord will contract with the electricians as to
where and how the same are to be placed; and, without such direction, no placing
boring or cutting for wires will be permitted. Landlord retains in all cases the
right to require the placing and using of such electrical protecting devices to
prevent the transmission of excessive currents of electricity into or through
the Building, to require the changing of wires and of their placing an
arrangement underground or otherwise as Landlord may direct, and further to
require compliance on the part of all using or seeking access to such wires with
such rules as Landlord may establish thereto; and, in the event of noncompliance
by tenants or by those furnishing service by or using such wires or by others
with the directions, requirements or rules, Landlord shall have the right to
immediately cut, displace and prevent the use of such wires. Notice requiring
such changing of wires and their replacing and rearrangement given by Landlord
to any company or individual furnishing service by means of such wires to any
tenant shall be regarded as notice to such tenants and shall take effect
immediately. All wires used by tenants must be clearly tagged at the
distributing boards and junction boxes and elsewhere in the Building and with
the number of the office to which said wires lead and the purpose for which said
wires respectively are used, together with the names of the company operating
same.
10. A directory in a conspicuous place on the first floor, with the names of
tenants, will be provided by Landlord AT LANDLORD'S EXPENSE.
11. No varnish, stain, paint, linoleum, oil-cloth, rubber or other air-tight
covering shall be laid or put upon the floors; nor shall articles be fastened to
or holes drilled or nails or screws driven into walls, doors or partitions; nor
shall the walls, doors or partitions be painted, papered or otherwise covered or
in any way marked or broken; nor shall any tenant use any other method of
heating than that provided by Landlord; without the written consent of Landlord,
which consent shall not be unreasonably withheld.
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12. The delivery of materials and other supplies to tenants in the Building
will be permitted only under the direction, control and supervision of the
Landlord.
13. The use of rooms as sleeping apartments is prohibited.
14. All entrance doors leading from the hallways are to be kept closed at all
times.
15. Tenants must use designated parking lots only during hours of building
operation. Tenant parking is restricted to main lots and is not permitted in any
other area whatsoever including visitor, delivery or fire lane areas. It is
expressly prohibited to allow overnight parking (EXCEPT FOR 4 SPACES TO BE
DESIGNATED BY LANDLORD) or storage of vehicles used by employees or in the
course of business without prior written consent of Landlord.
Violation of this parking regulation will result in removal of the vehicle at
the sole cost of tenant.
16. Tenants must adhere to all recycling mandates (as they may be required by
local and state laws), and Landlord's existing established procedure (s).
17. No smoking is permitted in the Premises or any other part of the Building.
18. No vending machine of any type are permitted in the Premises without the
prior written consent of the Landlord.
19. All deliveries to and/or from the Building must be coordinated with the
Building's Management.
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EXHIBIT E
COLLEGE PARK AT
PRINCETON XXXXXXXXX CENTER
JANITORIAL SPECIFICATIONS
GENERAL CLEANING
Cleaning Services provided five (5) days per week unless otherwise
specified.
Cleaning hours Monday through Friday, between 6:00 p.m. and before 8:00
a.m. of the following day.
On the last day of the week work will be done after 6:00 p.m. Friday, but
before 8:00 a.m. Monday.
No cleaning on holidays.
I. OFFICE AREA
Furniture and fixtures within reach will be dusted and desktops will be
wiped clean. However, desks with loose papers on top will not be cleaned.
Windowsills and baseboards to be dusted and washed when necessary.
Office wastepaper baskets will be emptied.
Cartons or refuse in excess of that which can be placed in wastebaskets
will not be removed. Tenants are required to place such unusual refuse in
trashcans.
Cleaner will not remove or clean tea or coffee cups or similar containers;
also, if such liquids are spilled in wastebaskets, the wastebaskets will
be emptied but not otherwise cleaned. All kitchen cleaning by Tenant.
Carpets will be vacuumed nightly.
All tile floors will be vacuumed nightly and wet mopped weekly.
Wipe clean all glass, brass and other bright work weekly.
Dust all pictures, charts, wall hangings monthly that are not reached in
nightly cleaning.
53
Dust all vertical surfaces to include doors, bucks and partitions monthly.
Dust all ventilating louvers and other such installations monthly.
II. LAVATORIES
All lavatory floors to be swept and washed with disinfectant nightly.
Tile walls and dividing partitions to be washed and disinfected weekly.
Basins, bowls, urinals to be washed and disinfected daily.
Mirrors, shelves, plumbing work, bright work, and enamel surfaces cleaned
nightly.
Waste receptacles will be emptied and cleaned and wash dispensaries to be
filled with appropriate tissues, towels, and soap nightly.
III. MAIN LOBBY ELEVATORS. BUILDING EXTERIOR AND CORRIDORS
Wipe and wash all floors in Main Lobby nightly.
Wipe and/or vacuum elevator floor nightly.
Polish floors weekly in elevator.
IV: All windows interior and exterior will be cleaned once a year.
V: Tenant will comply fully with the New Jersey State Recycling Mandates.
VI: Tenant is responsible for the cleaning of Tenant's laboratory area(s).
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