LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
Parties THIS LEASE, dated the 9th day of June, 1995
Between Eastern American Mortgage Company, Inc.
located at 000 Xxxxx Xxxxx Xx., Xxxxxx Xxxxx, XX
00000, hereinafter referred to as the Landlord,
and International Sports Wagering, Inc., located
at 00 Xxxxxxx Xx., Xxxxx, XX 00000, hereinafter
referred to as Tenant,
WITNESSETH: That the Landlord hereby demises and
leases to the Tenant, and the Tenant hereby hires
and takes from the Landlord for the term and upon
the rentals hereinafter specified, the premises
described as follows, situated in the Township of
Little Falls County of Passaic and State of New
Jersey.
Premises Suite 2B
Second Floor
000 Xxxxx Xxxxx Xx.
Xxxxxx Xxxxx, Xxx Xxxxxx
(Schedule "A" designates floor plan and suite
location)
Term The term of this demise shall be for five (5)
years, zero (0) months, eleven (11) days,
beginning June 19, 1995, and ending June 30, 2000.
Rent The rent for the demised term shall be seventy
thousand thirty-two dollars and zero cents
($70,032.00), which shall accrue at the yearly
rate, commencing on July 1, 1995 as follows:
Year 1: $11,460.00 per year
Year 2: $12,732.00 per year
Year 3: $14,004.00 per year
Year 4: $15,276.00 per year
Year 5: $16,560.00 per year
The said rent is to be payable monthly in advance
on the first day of each calendar month for the
term hereof, in installments as follows:
Payment of Rent
Year(s) 1, Month 1-12 - $955.00 per month
Year(s) 2, Month 13-24 - $1,061.00 per month
Year(s) 3, Month 25-36 - $1,167.00 per month
Year(s) 4, Month 37-48 - $1,273.00 per month
Year(s) 5, Month 49-60 - $1,380.00 per month
at the office of Platinum Realty Group, 000 Xxxxx
Xxxxx Xx. Xxxxxx Xxxxx, XX 00000, or as may be
otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING
CONDITIONS:
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
Peaceful First.-The Landlord covenants that the
Possession Tenant, on paying the said rental and performing
the covenants and conditions in this Lease
contained, shall and may peaceably and quietly
have, hold and enjoy the demised premises for the
term aforesaid.
Second.-The Tenant covenants and agrees to
use the demised premises as a(n)
Purpose Administrative Office
and agrees not to use or permit the premises
to be used for any other purpose without the prior
written consent of the Landlord endorsed hereon.
Default in Third.-The Tenant shall, without any previous
Payment of Rent demand therefor, pay to the Landlord, or its
agent, the said rent at the times and in the
manner above provided. In the event of the
** SEE RIDER non-payment of said rent, or any installment
thereof, at the times and in the manner above
provided, and if the same shall remain in default
for ten days after, or if the Tenant shall be
Abandonment of dispossessed for non-payment of rent, or if the
Premises leased premises shall be deserted or vacated, the
Landlord or its agents shall have the right to and
may enter the said premises as the agent of the
Tenant, either by force or otherwise, without
Re-entry and being liable for any prosecution or damages
Reletting by therefor, and may relet the premises as the agent
Landlord of the Tenant, and receive the rent therefor, upon
such terms as shall be satisfactory to the
Landlord, and all rights of the Tenant to
repossess the premises under this lease shall be
Tenant Liable forfeited. Such re-entry by the Landlord shall not
for Deficiency operate to release the Tenant from any rent to be
paid or covenants to be performed hereunder during
the full term of this lease. For the purpose of
reletting the Landlord shall be authorized to make
Lien of such repairs or alterations in or to the leased
Landlord to premises as may be necessary to place the same in
Secure good order and condition. The Tenant shall be
liable to the Landlord for the cost of such
repairs or alterations, and all expenses of such
Performance reletting. If the sum realized or to be realized
from the reletting is insufficient to satisfy the
monthly or term rent provided in this lease, the
Attorney's Fees Landlord, at its option, may require the Tenant to
pay such deficiency month by month, or may hold
the Tenant in advance for the entire deficiency to
be realized during the term of the reletting. The
Tenant shall not be entitled to any surplus
accruing as a result of the reletting. The
Landlord is hereby granted a lien, in addition to
any statutory lien or right to distrain that may
exist, on all personal property of the Tenant in
or upon the demised premises, to secure payment of
the rent and performance of the covenants and
conditions of this lease. The
-2-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
Landlord shall have the right, as agent of
the Tenant, to take possession of any furniture,
fixtures or other personal property of the Tenant
found in or about the premises, and sell the same
at public or private sale and to apply the
proceeds thereof to the payment of any monies
becoming due under this lease, the Tenant hereby
waiving the benefit of all laws exempting property
from execution, levy and sale on distress or
judgement. The Tenant agrees to pay, as additional
rent, all attorney's fees and other expenses
incurred by the Landlord in enforcing any of the
obligations under this lease.
Sub-letting and Fourth.-The Tenant shall not sub-let the
Assignment demised premises nor any portion thereof, nor
shall this lease be assigned by the Tenant without
the prior written consent of the Landlord endorsed
hereon.
** SEE RIDER Fifth.-The Tenant has examined the demised
premises, and accepts them in their present
condition (except as otherwise expressly provided
Condition of herein) and without any representations on the
Premises part of the Landlord or its agents as to the
present or future condition of the said premises.
The Tenant shall keep the demised premises good
Repairs condition. The Tenant shall quit and surrender the
premises at the end of the demised term in as good
condition as the reasonable use thereof will
Alterations and permit. The Tenant shall not make any alterations,
Improvements additions, or improvements to said premises
without the prior written consent of the Landlord.
All erections, alterations, additions and
Sanitation, improvements, permanent in character, which may be
Inflammable made upon the premises either by the Landlord or
Materials the Tenant except furniture or moveable trade
fixtures installed at the expense of the Tenant,
shall be the property of the Landlord and shall
Sidewalks remain upon and be surrendered with the premises
as a part thereof at the termination of this
Lease, without compensation to the Tenant. The
** SEE RIDER Tenant further agrees to keep said premises and
all parts thereof in a clean and sanitary
condition and free from trash, inflammable
material and other objectionable matter. If this
lease covers premises, all or a part of which are
on the ground floor, further agrees to keep the
sidewalks in front of such ground floor portion of
the demised premises clean and free of
obstructions, snow and ice.
Mechanics' Sixth.-In the event that any mechanics' lien
Liens is filed against the premises as a result of
alterations, additions or improvements made by the
Tenant, the Landlord, at its option, after thirty
days' notice to Tenant, may terminate this lease
and may pay the said lien, without inquiring into
the validity thereof, and the Tenant shall
forthwith reimburse the Landlord the
-3-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
total expense
incurred by the Landlord in discharging the said
lien, as additional rent hereunder.
Glass Seventh.-The Tenant agrees to replace at the
Tenant's expense any and all glass which may
become broken in and on the demised premises.
Plate glass and mirrors, if any, shall be insured
by the Tenant at their full insurable value in a
company satisfactory to the Landlord. Said policy
shall be of the full premium type, and shall be
deposited with the Landlord or its agent.
Liability of Eighth.-The Landlord shall not be responsible
Landlord for the loss of or damage to the property, or
injury to persons, occurring in or about the
** SEE RIDER demised premises, by reason of any existing or
future condition, defect, matter or thing in said
demised premises or the property of which the
premises are' a part, or for the acts, omissions
or negligence of other persons or tenants in and
about the said property. The Tenant agrees to
indemnify and save the Landlord harmless from all
claims and liability for losses of or damage to
property, or injuries to persons occurring in or
about the demised premises.
Services and Ninth.-Utilities and services furnished to
Utilities the demised premises for the benefit of the Tenant
shall be provided and paid for as follows: water
by the Landlord; gas by the Landlord; electricity
by the Landlord; heat by the Landlord; air
refrigeration by the Landlord; hot water by the
Landlord.
** SEE RIDER The Landlord shall not be liable for any
interruption or delay in any of the above services
for any reason.
Right to Tenth.-The Landlord, or its agents, shall
Inspect and have the right to enter the demised premises at
Exhibit reasonable hours in the day or night to examine
the same, or to run telephone or other wires, or
to make such repairs, additions or alterations as
it shall deem necessary for the safety,
preservation or restoration of the improvements,
or for the safety or convenience of the occupants
** SEE RIDER or users thereof (there being no obligation,
however, on the part of the Landlord to make any
such repairs, additions, or alterations), or to
exhibit the same to prospective purchasers and put
upon the premises a suitable "For Sale" sign. For
three months prior to the expiration of the
demised term, the Landlord, or its agents, may
similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs
thereon.
Damage by Fire, Eleventh.-In the event of the destruction of
Explosion, The the demised premises or the building containing
Elements or the said premises by fire, explosion, the elements
Otherwise or otherwise during the term hereby created, or
previous
-4-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
thereto, or such partial destruction thereof
** SEE RIDER as to render the premises wholly untenantable or
unfit for occupancy, or should the demised
premises be so badly injured that the same cannot
be repaired within ninety days from the happening
of such injury, then and in such case the term
hereby created shall, at the option of the
Landlord, cease and become null and void from the
date of such damage or destruction, and the Tenant
shall immediately surrender said premises and all
the Tenant's interest therein to the Landlord, and
shall pay rent only to the, time of such
surrender, in which event the Landlord may
re-enter and re-possess the premises thus
discharged from this lease and may remove all
parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but
yet be repairable within days from the happening
of said injury, the Landlord may enter and repair
the same with reasonable speed, and the rent shall
not accrue after said injury or while repairs are
being made, but shall recommence immediately after
said repairs shall be completed. But if the
premises shall be so slightly injured as not to be
rendered untenantable and unfit for occupancy,
then the Landlord agrees to repair the same with
reasonable promptness and in that case the rent
accrued and accruing shall not cease or determine.
The Tenant shall immediately notify the Landlord
in case of fire or other damage to the premises.
Observation of Twelfth.-The Tenant agrees to observe and
Laws, comply with all laws, ordinances, rules and
Ordinances, regulations of the Federal, State, County and
Rules and Municipal authorities applicable to the business
Regulations to be conducted by the Tenant in the demises
premises. The Tenant agrees not to do or permit
anything to be done in said premises, or keep
anything therein, which will increase the rate of
fire insurance premiums on the improvements or any
part thereof, or on the property kept therein, or
which will obstruct or interfere with the rights
of other tenants or conflict with the regulations
of the Fire Department or with any insurance
policy.
Signs Thirteenth.-No sign, advertisement or notice
shall be affixed to or placed upon any part of the
demised premises by the Tenant, except in such
manner, and of such size, design and color as
shall be approved in advance in writing by the
Landlord.
Subordination Fourteenth.-This lease is subject and is
to Mortgages hereby subordinated to all present and future
and Deeds of mortgages, deeds of trust and other encumbrances
Trust affecting the demised premises or the property of
which said premises are a part. The Tenant agrees
to execute, at no expense to the Landlord, any
instrument which may be deemed necessary or
desirable by the Landlord to further effect the
subordination
-5-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
of this lease to any such mortgage, deed of
trust or encumbrance.
Sale of Fifteenth.-In the event of the sale by the
Premises Landlord of the demised premises, or the property
of which said premises are a part, the Landlord or
** SEE RIDER the purchaser may terminate this lease.
Rules and Sixteenth.-The rules and regulations
Regulations of regarding the demised premises, affixed to this
Landlord lease, if any, as well as any other and further
reasonable rules and regulations which shall be
made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and
customers. The Landlord reserves the right to
rescind any presently existing rules applicable to
the demised premises, and to make such other and
further reasonable rules and regulations as, in
its judgement, may from time to time be desirable
for the safety, care and cleanliness of the
premises, and for the preservation of good order
therein, which rules, when so made and notice
thereof given to Tenant, shall have the same force
and effect if originally made a part of this
lease. Such other and further rules shall not,
however, be inconsistent with the proper and
rightful enjoyment by Tenant of the demised
premises.
Violation of Seventeenth.-In case of violation by the
Covenants, Tenant of any of the covenants, agreements and
Forfeiture of conditions of this lease, or of the rules and
Lease, Re-entry regulations now or hereafter to be reasonably
by Landlord established by the Landlord, and upon failure to
discontinue such violation within ten days after
notice thereof given to the Tenant, this lease
shall thenceforth, at the option of the Landlord,
become null and void, and the Landlord may
re-enter without further notice or demand. The
Non-waiver of rent in such case shall become due, be apportioned
Breach and paid on and up to the day of such re-entry,
and the Tenant shall be liable for all loss or
damage resulting from such violation as aforesaid.
No waiver by the Landlord of any violation or
breach of condition by the Tenant shall constitute
or be construed as a waiver by the Landlord of any
violation or breach of condition, nor shall lapse
of time after breach of condition by the Tenant
before the Landlord shall exercise its option
under this paragraph operate to defeat the right
of the Landlord to declare this lease null and
void and to re-enter upon the demised premise
after the said breach or violation.
Notices Eighteenth.-All notices and demands, legal or
otherwise, incidental to this lease, or the
occupation the demised premises, shall be in
writing. If the Landlord or its agent desires to
give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy
thereof by registered mail, addressed to the
Tenant at the demised
-6-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
premises, or to leave a copy
thereof with a person of suitable age found on the
premises, or to post a copy thereof upon the door
to said premises. Notices from the Tenant to the
Landlord shall be sent by registered mail or
delivered to the Landlord at the place
hereinbefore designated for the payment of rent,
or to such party or place as the Landlord may from
time to time designate in writing.
Bankruptcy, Nineteenth.-It is further agreed that if at
Insolvency, any time during the term of this lease the Tenant
Assignment for shall make any assignment for the benefit of
Benefit of creditors, or be decreed insolvent or bankrupt
Creditors according to law, or if a receiver shall be
appointed for the Tenant, then the Landlord may at
its option, terminate this lease, exercise of such
option to be evidenced by notice to that effect
served upon the assignee, receiver, trustee or
other person in charge of the liquidation of the
property of the Tenant or the Tenant's estate, but
such termination shall not release or discharge
any payment of rent payable hereunder and then
accrued, or any liability then accrued by reason
of any agreement or covenant herein contained on
the part of the Tenant, or the Tenant's legal
representatives.
Holding Over by Twentieth.-In the event that the Tenant shall
Tenant remain in the demised premises after the
expiration of the term of this lease without
having executed a new written lease with the
Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord
may, at its option, elect to Treat the Tenant as
one who has not removed at the end of his term,
and thereupon be entitled to all of the remedies
against the Tenant provided by law in that
situation, or the Landlord may elect, at its
option, to construe such holding over as a tenancy
from month to month, subject to all the terms
conditions of this lease, except as to duration
thereof, and in that event the Tenant shall pay
monthly rent in advance at the rate provided
herein as effective during the last month of the
demised term.
Eminent Domain, Twenty-First.-If the property or any part
Condemnation thereof wherein the demised premises are located
shall be taken by public or quasi-public authority
under any power of eminent domain or condemnation,
this lease, at the option of the Landlord, shall
forthwith terminate and the Tenant shall have no
claim or interest in or to any award of damages
for such taking.
Security Twenty-second.-The Tenant has this day
deposited with the Landlord the sum of $1,380.00
as security for the full and faithful performance
by the Tenant of all the terms, covenants and
conditions of this lease upon the Tenant's part to
be performed, which
-7-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
said sum shall be returned to the Tenant
after the time fixed as the expiration of the term
herein, provided the Tenant has fully and
faithfully carried out all of said terms,
covenants and conditions on Tenant's part to be
performed. In the event of a bona fide sale,
subject to this lease, the Landlord shall have the
right to transfer the security to the vendee for
the benefit of the Tenant and the Landlord shall
be considered released by the Tenant from all
liability for the return of such security; and the
Tenant agrees to look to the new Landlord solely
for the return of the said security, and it is
agreed that this shall apply to every transfer or
assignment made of the security to a new Landlord.
The security deposited under this lease shall not
be mortgaged, assigned or encumbered by the Tenant
without the written consent of the Landlord.
Arbitration Twenty-third.-Any dispute arising under this
lease shall be settled by arbitration. Then
Landlord and Tenant shall each choose an
arbitrator, and the two arbitrators thus chosen
shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall
be final and binding on the Parties hereto.
Delivery of Twenty-fourth.-No rights are to be conferred
Lease upon the Tenant until this lease has been signed
by the Landlord, and an executed copy of the lease
has been delivered to the Tenant.
Lease Twenty-fifth.-The foregoing rights and
Provisions Not remedies are not intended to be exclusive but as
Exclusive additional to all rights and remedies the Landlord
would otherwise have by law.
Lease Binding Twenty-sixth.-All of the terms, covenants and
on Heirs, conditions of this lease shall inure to the
Successors, benefit of and be binding upon the respective
Etc. heirs, executors, administrators, successors and
assigns of the parties hereto. However, in the
event of the death of the Tenant, if an
individual, the Landlord may, at its option,
terminate this lease by notifying the executor or
administrator of the Tenant at the demised
premises.
Twenty-seventh.-This lease and the obligation
of Tenant to pay rent hereunder and perform all of
the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be
affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any
service expressly or impliedly to be supplied or
is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any
equipment or fixtures if Landlord is prevented or
delay from so doing by reason of governmental
-8-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
preemption in connection with the National
** SEE RIDER Emergency declared by the President of the United
States or in connection with any rule, order or
regulation of any department or subdivision
thereof of any governmental agency or by reason of
the conditions of supply and demand which have
been or are affected by the war.
Twenty-eighth.-This instrument may not be
changed orally.
IN WITNESS WHEREOF, the said parties have
hereto set their hands and seals the day and year
first written above.
Witness: Eastern American Mortgage Company (SEAL)
--------------------------------
Landlord
By /s/
--------------------------------- ------------------------------------
International Sports Wagering Inc.
--------------------------------- ---------------------------------------
Tenant
By /s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx, President
-9-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
GUARANTY
In consideration of the execution of the within lease by the Landlord, at
the request of the undersigned and in reliance of this guaranty, the undersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or
performance of any of the terms and conditions of the said lease the Landlord
may grant to the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the demised premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurred in enforcing the obligations of the Tenant under the
within lease and in enforcing this guaranty.
Witness: INTERNATIONAL SPORTS WAGERING,
INC.
By /s/ Xxxxx Xxxxxx (SEAL)
--------------------------------- -----------------------------
Xxxxx Xxxxxx, President
(SEAL)
--------------------------------- -------------------------------
Date:
---------------------------
-10-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received the undersigned Tenant hereby assigns all of said
Tenant's right, title and interest in and to the within lease from and after
____________ ___, 19__ unto ________________________________________________
_______________________________________________________________________________
heirs, successors, and assigns, the demised premises to be used and occupied for
_______________________________________________________________________________
and for no other purpose, it being expressly agreed that this assignment shall
not in any manner relieve the undersigned assignor from liability upon any of
the covenants of this lease:
Witness:
(SEAL)
--------------------------------- -------------------------------
(SEAL)
--------------------------------- -------------------------------
Date:
---------------------------
In consideration of the above assignment and the written consent of
the Landlord thereto, the undersigned assignee,
______________________________________________________________________________
hereby assumes and agrees from and after ______ __, 19__ to make all payments
and to perform all covenants and conditions provided in the within lease by the
Tenant therein to be made and performed.
Witness:
(SEAL)
--------------------------------- -------------------------------
(SEAL)
--------------------------------- -------------------------------
Date:
----------------------------
-11-
LEASE - Eastern American Mortgage Company, Inc. (Landlord)
to International Sports Wagering, Inc. (Tenant)
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment
of the within lease to _________________________________________________________
_______________________________________________________________________________
on the express conditions that the original Tenant ____________________________
________________________________________________________________________________
the assignor, herein, shall remain liable for the prompt payment of the rent and
the performance of the covenants provided in the said lease by the Tenant to be
made and performed, and that no further assignment of said lease or sub-letting
of any part of the premises thereby demised shall be made without the prior
written consent of the undersigned Landlord.
------------------------------------------
Landlord
Date: By:
---------------------- --------------------------------------
-12-
FIRST RIDER TO LEASE DATED JUNE 9, 1995
BETWEEN
EASTERN AMERICAN MORTGAGE COMPANY, INC. (LANDLORD)
AND
INTERNATIONAL SPORTS WAGERING, INC. (TENANT)
DATED: June 9, 1995
REVISIONS TO PARAGRAPHS CONTAINED IN THE LEASE AGREEMENT
Third.INSERT- ..."default for ten days after Landlord shall notice Tenant
of same, or if"...
Fourth.INSERT- ..."which consent shall not be unreasonably withheld."
Fifth.INSERT- ..."ground floor, the Landlord further agrees"...
Eighth.INSERT- ..."the said property, other than Landlord, its Agents and
representatives. The Tenant"...
Ninth.INSERT- ..."for any reason. However, Landlord shall use best efforts
towards the restoration of said utilities and services."...
Tenth.INSERT- ..."signs thereon. Landlord shall not unreasonably interfere
with Tenants business activities."
Eleventh.INSERT- ..."at the option of Landlord or Tenant, cease and become
null"...
INSERT- ..."repairable within thirty days from the happening of said
injury, or if comparable space in the building can be provided to accommodate
Tenant during the repair period, the Landlord may enter" ...
Fifteenth.INSERT- ..."terminate this lease upon ninety days prior written
notice throughout the term or any extensions of this lease."
Seventeenth.INSERT- ..."violation by Tenant of any of the material
covenants, agreements .... or of the material rules and"...
Twenty-seventh.INSERT- ..."affected by the war. However,
Landlord shall utilize best efforts to correct said delay."
ADDITIONS TO PARAGRAPHS CONTAINED IN THE LEASE AGREEMENT
Twenty-ninth.-There will be a twenty-five dollar ($25.00) charge assessed
to Tenant each time that any check submitted by Tenant to Landlord is returned
for insufficient funds by Landlord's bank. There will be a late payment charge
assessed to Tenant in the amount of twenty-five dollars ($25.00) for the first
late rent payment, which payment shall be considered late if received by
Landlord later than ten (10) days from said due date. Thereafter, a late payment
charge will be assessed to Tenant in the amount of thirty-five dollars ($35.00)
or five percent (5%) of the amount due, whichever is greater, for the second or
any subsequent late rent payment, or for the late payment of any other monies
due to Landlord by Tenant, which payment shall be considered late if received by
Landlord later than five (5) days from said due date. All charges assessed to
Tenant for returned checks or late payments shall be considered additional rent.
Thirtieth.-This lease is a gross lease. However, Tenant hereby agrees to
pay as additional rent, its proportionate share of direct and indirect expenses
associated with the periodic and day to day
-13-
operation of the building(s), land and all improvements associated with the
demised premises (hereinafter, "Complex Charges"), for the benefit of Tenant and
other building occupants, only to the extent that said Complex Charges increase
by greater than five percent (5%) in any year completed, when averaged over all
then completed years of the lease, e.g., at the end of the third year the
increase would have to be 15% (fifteen percent) for an increase to apply, over
the base year (1995) amount of $5.75 per gross square foot of building area, and
with a cap on such additional rent of one dollar ($1.00) per square foot
annually. Complex Charges shall include real estate taxes, insurance expenses,
common area maintenance/repair expenses (hereinafter, "C.A.M. expenses"), and an
administrative fee of fifteen percent (15%) of the aforementioned C.A.M.
expenses. Landlord shall have the option of billing Tenant monthly for those
expenditures made on behalf of Complex Charges as they become due or are
procured by Landlord, or establishing an annual budget of anticipated Complex
Charges, which budget may be adjusted quarterly, and billed monthly, with any
surpluses being credited on account of Tenant at the end of said budget period,
or deficiencies being considered as additional rent and shall be due at the end
of said budget period. For the purpose of this lease, Tenant's proportionate
share of all Complex Charges shall be 11.58%. Whenever "proportionate share",
"pro-rata share" or "percentage of occupancy" of Complex Charges are referred to
in this lease, it is hereby agreed that 11.58% shall be used.
Real estate taxes shall include all property taxes and Municipal or other
governmental utility charges (ie. water, sewer) assessments of the land and all
improvements associated with the use of the demised premises.
Insurance expenses shall include all fire, liability, boiler (mechanical), and
other insurance premiums and deductibles deemed reasonable and necessary by
Landlord.
C.A.M. expenses shall include all expenses deemed reasonable and necessary by
Landlord, to provide suitable use and occupancy conditions for the Tenant and
other building occupants, to maintain or repair, and provide adequate utility
and other essential services to, the building(s), land and all improvements
associated with the demised premises, including but not limited to landscaping,
snow and ice removal, garbage container service and removal, parking lot patch
paving and line striping, janitorial service, plumbing and mechanical equipment,
and any nonstructural building component. Specifically excluded from C.A.M.
charges are the total replacement of the roof, parking lot or retaining wall.
Landlord shall have the right to separate, at Landlord's expense, any or all
utility service or mechanical equipment in such a way, that said service and/or
equipment might service only the common areas or specific suites within the
building, and require Tenant, at Landlord's option, to pay its pro-rata share of
Complex Charges associated with the common use of said service and/or equipment,
and become individually responsible for those services and/or equipment which
are exclusive to the demised premises.
Thirty-first.-In the event that Tenant sub-leases or assigns this lease,
subject to Landlord's rights as contained in the fourth paragraph of this lease,
to any individual, partnership or corporation, it is agreed that Landlord shall
receive not less than one hundred percent (100%) of any additional rent or
consideration paid on behalf of the assignment of this lease, by or on behalf of
said assignee, or any subsequent assignee.
Thirty-second.-The procedure for arbitration as contained in the
twenty-third paragraph of this lease shall be limited to disputes having
monetary value of ten thousand dollars ($10,000.00) or less, and disputes having
no monetary value whatsoever.
-14-
Thirty-third.-Tenant shall be permitted to change the "Eastern American
Mortgage" sign located on the exterior of the west side of the building at
Tenant's expense, to a sign of same dimensions and character as said sign,
subject to Landlord's approval which shall not unreasonably be withheld.
Thirty-fourth.-Any improvements that Tenant may require subsequent to the
initial full execution date of the within Lease, shall be subject to Landlord's
approval, at Landlord's sole and exclusive option. Said improvements shall be
made at Tenant's sole and exclusive expense.
Thirty-fifth.-The effective date of the term of this lease shall be June
19, 1995. However, any delay in the commencement of the term of this lease shall
in no way extend the termination date of this lease.
Thirty-sixth.-Upon the passing of the ninth month of the term of this
lease, Tenant shall have the right of early termination of said lease, subject
to there being no default of the subject lease by Tenant and upon Tenant
providing Landlord with at least ninety days prior notice of said early
termination.
IN WITNESS WHEREOF, the said parties have hereto set their hands and seals the
day and year first written above.
Witness: (SEAL)
--------------------------------
Landlord
By
--------------------------------- -------------------------------------
(SEAL)
--------------------------------- --------------------------------
Tenant
-15-
