Exhibit 10(bbbb)
SECOND AMENDMENT
TO AMENDED AND RESTATED
FACILITY LEASE AGREEMENT
among
OVERSEAS PARTNERS LEASING, INC.,
and
UNITED PARCEL SERVICE
GENERAL SERVICES CO.
and
UNITED PARCEL SERVICE OF AMERICA, INC.
Affecting
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, also known as
▇▇▇ ▇▇.▇▇, ▇▇▇▇▇ ▇▇▇.▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, New Jersey
THIS SECOND AMENDMENT to AMENDED AND RESTATED FACILITY LEASE AGREEMENT
(this "Amendment") is made as of this 28th day of April 1993, by and among
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OVERSEAS PARTNERS LEASING, INC., a Delaware corporation ("OPL Leasing"), UNITED
PARCEL SERVICE GENERAL SERVICES CO., a Delaware corporation ("GSC"), and UNITED
PARCEL SERVICE OF AMERICA, INC., a Delaware corporation ("UPS").
WITNESSETH:
WHEREAS, OPL Leasing, GSC and UPS entered into a Facility Lease
Agreement dated as of December 28, 1989 (the "Original Agreement") pursuant to
which GSC was granted the use of the Facility for the purpose of performing
billing activities and other data processing services;
WHEREAS, OPL Leasing, GSC and UPS entered into an Amended and Restated
Facility Lease Agreement dated as of November 6, 1990, (the "Agreement"),
pursuant to which the terms and provisions of the Original Agreement were
amended and restated to reflect, inter alia, the issuance of debt securities to
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refinance the Interim Financing;
WHEREAS, a Memorandum of the Agreement was recorded in the Clerk's
Office of Bergen County, New Jersey, on November 7, 1990, in Book 7408, page 68
(the "Memorandum");
WHEREAS, OPL leasing has caused the construction on the Facility Site
of the Facility;
WHEREAS, OPL Leasing, GSC and UPS entered into a First Amendment to
Amended and Restated Facility Lease Agreement dated as of February 20, 1992 (the
"First Amendment"), pursuant to which the definition of the term "Facility Site"
was amended to
reflect certain road improvements and other minor modifications to the
description of the Facility Site which is attached as Exhibit A hereto and
incorporated herein;
WHEREAS, a copy of the First Amendment was recorded in the Clerk's
Office of Bergen County, New Jersey on July 1, 1992 in Book 7528, page 152;
WHEREAS, GSC and UPS have requested that OPL Leasing expand the
Facility by constructing an addition to the Facility for the benefit of GSC and
UPS in order to accommodate projected growth of UPS requiring additional space;
WHEREAS, OPL Leasing has agreed to construct an addition to the
Facility for the benefit of GSC and UPS pursuant to the terms and conditions set
forth herein, including, without limitation, an amendment to the lease Payment
provisions of the Agreement.
WHEREAS, the parties hereto desire to amend the Agreement to provide
for the construction of an addition to the Facility and for the creation of a
new payment category attributable to the use and occupancy by GSC and UPS of
such addition.
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00),
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
1. Amended and Supplemental Definitions. The Agreement is hereby
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amended by adding thereto the following amended and restated definitions and
supplemental definitions:
(a) "Addition" means that certain newly constructed expansion of the
Facility initially containing approximately 27,000 square feet of space with the
capability of accommodating future expansion of up to an additional 54,000
square feet of space to be constructed in accordance with the Addition
Specifications.
(b) "Addition Cost" means the cost to construct and complete the
Addition.
(c) "Addition Specifications " means the plans and
specifications relating to the construction of the Addition, which are attached
hereto as Schedule 1 (c).
(d) "Addition Work Change" means any addition, deletion or revision
in the work from that currently described in the Addition Specifications or any
other plans or specifications detailing the construction of the Addition.
(e) "Alternative Contingent Tolls" means the tolls paid by GSC
pursuant to Section 5.04A of this Agreement.
(f) "Alternative Tolls" means Alternative Additional Tolls and
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Alternative Contingent Tolls.
(g) "Anticipated completion Date" means December 1, 1995.
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(h) "Contingent Tolls" means the tolls paid by GSC pursuant to
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Section 5.03A of this Agreement, which shall be based upon the mean number of
active Accounts Processed at the Facility on each day in a Semester.
(i) "Contractor" means ▇▇▇▇▇▇▇ Enterprises, Inc..
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(j) "Facility" means buildings and other improvements located on
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the Facility Site to be leased hereunder to UPS and its Subsidiaries as their
primary world-wide data processing and telecommunications production and
operation center; it consists of (1) three connected structures with a total
area of approximately 408,000 square feet as follows: three floor office
structure (approximately 310,000 square feet), two floor computer structure
(approximately 54,000 square feet) and central service structure (approximately
44,000 feet), (2) the Addition, with a total area of approximately 27,000
square feet, (3) a four level parking
garage of approximately 562,000 square feet and (4) all other areas within the
Facility Site. Any deviation of the Facility from the description of the
Facility herein which is immaterial or which is agreed to by the parties hereto
shall have no effect on the rights and obligations of the parties hereto, except
as explicitly provided hereby.
(k) "Maximum Addition Cost" means $22,000,000 (twenty two million
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dollars).
(l) "Minimum Tolls" means the tolls paid by GSC pursuant to Section
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5.02A of this Agreement.
(m) "Non-Use" means that, after the Commercial Operation Date, less
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than a daily mean of 700,000 Accounts shall have been Processed at the Facility
in any Semester (based on use on days on which the Subsidiaries provide ground
delivery and pick up services), other than the Semester in which the Commercial
Operation Date occurs. Non-Use shall not occur if GSC has elected to pay
Alternative Additional Tolls and Alternative Contingent Tolls. Non-Use shall
not include circumstances arising out of an Event of Loss or Force Majeure.
(n) "Non-Use Tolls " means for any Semester, the difference, if
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positive, between (a) the sum of the Additional Tolls and Contingent Tolls which
would have been payable had a daily mean of 700,000 Accounts been Processed
during such Semester (based on use on days on which the Subsidiaries provide
ground delivery and pick up services) and (b) the sum of the actual Additional
Tolls and Contingent Tolls payable on account of such Semester.
(o) "O&M Component" means that portion of Additional Tolls,
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Alternative Additional Tolls, Contingent Tolls or Alternative Contingent Tolls
which is intended to represent anticipated Operations and Maintenance Costs .
(p) "Operational Completion" means that (a) all Work on the Addition
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has been completed except for incomplete and defective Work normally considered
to be "punch list" items which may be completed or corrected without
interruption to or interference with installation of the equipment to be used in
the Addition and (b) all Legal Requirements which are a condition to the
commencement of use of the Addition for its Intended Use have been met
(including, if required, the issuance of any certificate of occupancy).
(q) "Operational Date" means the date on which UPS and its
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Subsidiaries shall commence using the capabilities of the Addition in the
ordinary course of their business.
(r) "Termination Value" means the sum of (i) an amount determined
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by multiplying the Maximum Facility Cost (as defined in the Agreement) times the
percentage listed in Schedule1.1 attached to this Agreement for the Semiannual
Period in which this Agreement is terminated, and (ii) an amount determined by
multiplying the Maximum Addition Cost times the percentage listed in Schedule
1.1A attached to this Amendment for the Semiannual Period in which this
Agreement is terminated.
(s) "Tolls" means the Basic Tolls, Supplemental Basic Tolls,
Additional Tolls, Non-Use Tolls, Alternative Additional Tolls, Contingent Tolls,
Minimum Tolls and Alternative Contingent Tolls.
2. Supplemental Provisions Regarding Construction of Addition. The
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Agreement is hereby amended and supplemented by the addition of the following
new Article IV-A which is hereby added to the Agreement:
ARTICLE IV A
CONSTRUCTION OF ADDITION
4.01 A. Construction of Addition. (a) Starting on April 25, 1994, OPL
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Leasing shall cause. the Addition to be constructed in accordance with the
Addition Specifications.
(b) OPL Leasing shall cause sufficient funds to be made available
to finance the construction of the Addition.
(c) GSC shall have reasonable access to the site of the Addition
(the "Addition Site") during the construction period and shall review the
construction of the Addition with OPL Leasing for compliance with the Addition
Specifications. GSC shall cause its representatives, while on the Addition
Site, to comply with all reasonable safety and security rules adopted by OPL
Leasing and its Contractor and all subcontractors and shall use its best efforts
not to interfere with the work of the Contractor and all subcontractors at the
Addition Site.
(d) OPL Leasing shall use its best efforts to cause Operational
Completion to occur on or before December 1, 1995.
(e) OPL Leasing shall notify GSC immediately upon Operational
Completion. Operational Completion shall be deemed to have occurred as of the
date of such notice, unless GSC shall notify OPL Leasing within five (5)
Business Days of any material defects in the Work. If the parties are unable to
agree as to the occurrence of the Operational Completion, the dispute, including
the date on which Operational Completion shall be deemed to have occurred, shall
be resolved by arbitration as provided in Section 10.09.
(f) GSC shall manage the Work on OPL Leasing's behalf, and shall
supervise the Work in a diligent manner reflecting its experience in managing
constructed projects of a similar nature. GSC, on behalf of OPL Leasing, shall
take all such actions as are necessary to cause the Addition to be designed and
constructed in accordance with the Addition Specifications. OPL Leasing shall
pay to GSC for such services a fee equal to 0.5% (one half of one percent) of
the Addition Cost. Such fee shall be paid to GSC on the Operational Date.
4.02 A. Installation of Equipment. (a) GSC shall, at its own cost,
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expense and risk, obtain and install all equipment necessary to carry out the
Intended Use of the Addition.
(b) GSC shall use its best efforts to have all such equipment
installed and ready for its Intended Use and to cause the Operational Date to
occur as soon as commercially practicable.
(c) GSC shall notify OPL Leasing immediately of the Operational
Date.
4.03 A. Damages for Delay in Operational Date.
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(a) If OPL Leasing causes Operational Completion to occur on
or before the Anticipated Completion Date, and GSC fails to cause the
Operational Date to occur on or before thirty (30) days after the later to occur
(i) of the Anticipated Completion Date or (ii) the date of Operational
Completion, then GSC shall pay to OPL leasing, as liquidated damages and not as
a penalty, the Alternative Contingent Tolls for each month, or part thereof,
that the Operational Date is so delayed.
(b) Anything in Section 4.03A to the contrary notwithstanding,
GSC shall not be liable to OPL Leasing for any amount of liquidated damages in
excess of the
amount of delay damages, if any, received by GSC under its contracts for the
purchase, delivery or installation of the equipment to be installed in the
Addition, unless such delay is caused by the gross negligence or willful
misconduct of GSC.
4.04 A. Addition Work Changes. (a) GSC may request and OPL Leasing shall
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cause its contractors, suppliers and materialmen to make any Addition Work
Changes to the extent that such Work Changes, taken together with all other
Addition Work Changes previously made under this paragraph, do not materially
impair the quality of the Addition as described in the Addition Specifications,
delay the Operational Completion by more than thirty (30) days, materially
change the nature of the Addition or its suitability for its Intended Use, delay
the installation of the equipment, materially increase OPL Leasing's costs of
maintaining the Addition in accordance with this Agreement, change the useful
life of the Addition, cause the Addition to be "limited use property" or cause a
material increase in the Addition Cost or materially change the terms of any
construction contract relating to the construction of the Addition.
(b) OPL Leasing may at the request of the Contractor, agree to any
Addition Work Changes to the extent that such Addition Work Changes, taken
together with all other Addition Work Changes previously made under this
paragraph, do not materially impair the quality of the Addition as described in
the Addition Specifications, delay Operational Completion by more than thirty
(30) days, materially change the nature of the Addition or its suitability for
the Intended Use, delay the installation of the equipment in the Addition,
materially increase GSC's costs of maintaining the Addition in accordance with
this Agreement, change the useful life of the Addition, cause the Addition to be
"limited use property" or cause a material increase in the Addition Cost, or
materially change the terms of the construction contract between OPL Leasing and
the Contractor. OPL Leasing shall give GSC no less than fifteen (15) days prior
written notice of its intention to make a change authorized by this paragraph.
If GSC objects to such change, the parties shall use their best
efforts to reach agreement on the proposed Addition Work Change, failing which,
OPL Leasing may proceed with the Addition Work Change.
(c) If GSC desires an Addition Work Change, or if OPL Leasing has
been notified by the Contractor that it requires an Addition Work Change, in
either case not covered by paragraph (a) or (b) of this Section 4.04A, GSC or
OPL Leasing, as the case may be, at its own cost and expense, shall prepare a
proposal for the Addition Work Change which shall include a description of (i)
the necessary changes in the Addition Specifications and the construction
contract between OPL Leasing and the Contractor, (ii) the reason for the change
and (iii) the effect of such changes on Operational Completion, the useful life
of the Addition and the Addition Cost. Such party shall deliver the proposal
for the Addition Work Change to the other party and, within five (5) days of
receipt of such proposal, OPL Leasing and GSC shall agree upon such changes to
this Agreement as are reasonably necessary to reflect the requested Addition
Work Changes, including, but not limited to, changes in the Minimum Tolls,
Contingent Tolls, Alternative Contingent Tolls, Non-Use Tolls and Termination
Value in accordance with Section 4.05A so as to reflect the changes in the
Addition Cost required by the Addition Work Change, changes in the costs of
operation and maintenance of the Addition to OPL Leasing, changes in utility
usage, and changes in Property Taxes and similar items. If the parties are
unable to agree, the dispute shall be resolved by arbitration under Section
10.09. Notwithstanding the foregoing, neither GSC nor OPL Leasing shall be
obligated to agree to any Addition Work Change which would (i) cause the
Addition Cost to exceed the Maximum Addition Cost (not including the amount of
any property insurance proceeds or condemnation awards received by OPL Leasing
in connection with the event resulting in the Addition Work Change, which
amounts shall be made available for the repair, construction or modification of
the Facility) by more than 5 %; (ii) change the economic useful life of the
Addition, or its fitness for the Intended Use; (iii) cause Operational
Completion to be delayed by more than 120 days; or (iv) materially impact on the
tax or accounting treatment of the transactions and the payments contemplated by
this Agreement. If OPL Leasing refuses,
pursuant to the preceding sentence, to accept any Addition Work Change that is
necessary to the completion of the Addition so it is suitable for its Intended
Use, then an Event of Loss shall be deemed to have occurred as of the date OPL
Leasing so informs GSC.
4.05 A. Addition Cost; Adjustment to Tolls.
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(a) (i) If the Addition Cost exceeds the Maximum Addition Cost
for any reason, including an Addition Work Change implemented by GSC and OPL
Leasing pursuant to Section 4.04A, the excess of the Addition Cost over the
Maximum Addition Cost shall be funded first out of insurance proceeds or
condemnation awards available for that purpose, if any, and second by OPL
Leasing from its own resources. If OPL Leasing becomes obligated to expend any
amount in excess of the Maximum Addition Cost, or if as a result of an Addition
Work Change there is a change in the costs to OPL Leasing of operation and
maintenance of the Addition, utility usage, Property Taxes or similar items, the
Contingent Tolls, Alternative Contingent Tolls and termination Value shall be
increased in accordance with the following sentences to reflect the additional
amounts invested by, and additional expenses expected to be incurred by, OPL
Leasing; provided that no such increase shall occur if the excess costs are the
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result of the gross negligence or willful misconduct of OPL Leasing. Within
sixty (60) days following the Operational Date, OPL Leasing shall prepare
proposed revised Schedules 5.03A, 5.04A and 1. 1A to reflect increases in the
Contingent Tolls, Alternative Contingent Tolls and Termination Value which shall
preserve OPL Leasing's after tax internal rate of return and shall forward such
Schedules to GSC.The parties shall then meet within thirty (30) days of the
date of such transmittal and agree upon adjustments to the aforementioned
Schedules. If the parties cannot so agree within thirty (30) days of such
meeting, the dispute shall be resolved by arbitration pursuant to Section 10.09.
Any revision in such Schedules shall be retroactive to the Operational Date and
GSC shall promptly pay to OPL Leasing any arrearages with respect to any payment
of Tolls made prior to such amendments being agreed upon or resolved by
arbitration.
(ii) If the Addition Cost is less than the Maximum Addition Cost,
then the Contingent Tolls, the Alternative Contingent Tolls and Termination
Value shall be decreased to reflect the lesser amounts invested by OPL Leasing.
Within sixty (60) days following the Operational Date, OPL Leasing shall prepare
proposed revised Schedules 5.03A, 5.04A and 1. 1A to reflect the proposed
decreases in the Contingent Tolls, Alternative Contingent Tolls and Termination
Value which shall preserve OPL Leasing's after tax internal rate of, return and
shall forward such Schedules to GSC. Thereupon, the provisions of the last two
sentences of subparagraph 4.05A(a) (i) above shall apply.
3. Amendment to Lease Payment Provisions. Article V of the Agreement
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is hereby amended by adding thereto, or substituting, as the case may be, the
following provisions:
5.02 A. Minimum Tolls for Addition
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In consideration of the lease of the Addition, GSC shall pay OPL Leasing
the Minimum Tolls from December 1, 1995 until the earlier of (i) the scheduled
date of expiration of this Agreement or (ii) the termination of this Agreement
in accordance with Article VIII. Each payment of Minimum Tolls for each
Semester shall be in the amount set forth in Schedule 5.02A hereto.
5.03 A. Contingent Tolls for Use of Addition
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Subject to Section 5.04, GSC shall pay to OPL Leasing the Contingent Tolls
from the Operational Date, as additional consideration for the lease of the
Addition, such Contingent Tolls to be determined in accordance with Schedule
5.03A.
5.04. Alternative Additional Tolls and
Alternative Contingent Tolls Payable in
the Event of Change in Intended Use.
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(a) If GSC wishes to have the right to use the Facility (including
the Addition) for a purpose other than the Intended Use or to otherwise be
released from its obligations under Section 5.01(a) effective as of the first
day of a Semester, GSC shall give written notice of such intention of OPL
Leasing at least sixty (60) days prior to the first day of such Semester.
Commencing as of the first day of the Semester specified in such notice GSC
shall pay as additional consideration for the lease of the Facility, and in lieu
of Additional Tolls and Contingent Tolls, the Alternative Additional Tolls and
Alternative Contingent Tolls, determined in accordance with Schedules 5.04 and
5.04A, respectively. Thereafter, GSC and UPS shall have no obligations under
Section 5.01(a) (other than those set forth in the last sentence thereof) or
5.11.
(b) In consideration for the payment of the alternative Additional
Tolls and Alternative Contingent Tolls, GSC shall have the right to use the
Facility for any lawful purpose whatsoever, provided, however, that such use
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shall not materially impair or diminish the Fair Market Value that the Facility
would have had the Intended Use continued.
(c) Notwithstanding such change in the Intended Use, GSC shall be
obligated to pay the Basic Tolls, the Contingent Payments and the Minimum Tolls.
(d) GSC shall have the right to make the election described in
subparagraph 5.04 (a) at any time, provided, however, that it shall not have the
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right to subsequently reverse the exercise of its election under such
subparagraph.
5.6B. Proration of Operations and Maintenance Costs
for Additional Tolls and Contingent Tolls
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(a) Prior to the Operational Date, OPL Leasing shall prepare a
proposed revised schedule of Operations and Maintenance Costs based upon (i) OPL
Leasing's actual Operations and Maintenance Costs over the immediately preceding
twelve (12) months and (ii) the anticipated usage of the Facility (including
therein the Addition) by GSC from the Operational Date until the date which
shall be the sixth (6th) anniversary of the Basic Tolls Commencement Date. Such
schedule shall reflect the increased Operations and Maintenance Costs
anticipated as a result of the construction of the Addition and shall be used to
calculate the O&M Component of the Additional Tolls and Contingent Tolls
pursuant to paragraph (c) below. The schedule shall be effective as to
Additional Tolls, Alternative Tolls and Contingent Tolls payable on account of
the Semester beginning after the Operational Date, provided, however, that from
the Operational Date until the date such Semester begins, GSC shall pay
Contingent Tolls, the 0 & M Component of which shall be calculated in accordance
with paragraph (c)(y) below and shall be prorated to reflect the period of
time extending from the Operational Date until the beginning of the
aforementioned Semester.
(b) As soon as possible after the sixth (6th) anniversary of the
Basic Tolls Commencement Date and, thereafter, after every third (3rd)
anniversary of the Basic Tolls Commencement Date, OPL Leasing shall prepare a
proposed revised schedule of Operations and Maintenance Costs pursuant to
Section 5.06(b).
(c) For purposes of calculating the O&M Component of the Additional
Tolls and Contingent Tolls, (x) the O&M Component for the Additional Tolls (for
each increment of 1,000 Accounts and up to the first 1.4 million Accounts) shall
be equal to the product of (i) the Operations and Maintenance Costs (as
calculated pursuant to paragraph 5.06B (a) or (b) above, as applicable) times
(ii) a number, the numerator of which shall be equal to 408,000 and the
denominator of which shall be equal to the total square footage of the
Facility (including therein the Addition), times (iii) 1,000, times (iv) 1/2,
divided by 1,300,000 (one million three hundred thousand) and (y) the O&M
Component for the Contingent Tolls (for each increment of 1,000 Accounts and up
to the first 1.4 million Accounts) shall be calculated as in item (x) above,
except that the numerator in item (ii) shall be equal to the square footage of
the Addition. For each increment of 1,000 Accounts in excess of 1,400,000
Accounts, (p) the O&M Component for the Additional Tolls shall be equal to the
amount set forth in Schedule 5.03 subject to any applicable adjustment thereto)
and (q) the O&M Component for the Contingent Tolls shall be equal to 0.
4. Fairness Opinion. This Amendment shall be effective upon the
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receipt by each of OPL Leasing, UPS and GSC of a fairness opinion, or of
fairness opinions, in form and substance acceptable to the recipient(s) thereof
to the effect that the transactions contemplated by this Amendment are fair,
from a financial point of view, to the recipient of the opinion.
5. Guaranty of UPS. UPS hereby reaffirms its guaranty set forth in
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Section5.07 of the Agreement as if it were fully set forth in this Amendment and
hereby confirms that such guaranty extends to the Minimum Tolls, Contingent
Tolls and Alternative Contingent Tolls.
6. Agreement Ratified and Confirmed. The terms and provisions of the
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Agreement, the Memorandum and the First Amendment shall remain in full force and
effect as modified by this Amendment. The parties hereby ratify and confirm and
shall remain bound by the terms and provisions of the Agreement, the Memorandum
and the First Amendment as amended hereby.
7. Defined Terms. Capitalized term not defined herein shall have the
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meanings ascribed to such terms in the Agreement.
8. Counterparts. This Amendment may be executed in one or more
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identical counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
9. Section headings. The section headings which appear in this
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Amendment are included solely for convenience of reference and are not intended
to govern, supplement, limit or in any way affect the terms hereof.
10. Entire Agreement. This Amendment constitutes the entire
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understanding of the parties hereto with respect to the amendment of the terms
of the Agreement and the parties shall not be bound by any agreements,
understandings or conditions respecting the subject matter hereof other than
those expressly set forth and stipulated in this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
ATTEST: [Corporate seal] OVERSEAS PARTNERS LEASING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Paralegal Title: Vice President
ATTEST: [Corporate seal] UNITED PARCEL SERVICE
GENERAL SERVICES CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Sr. Admin. Asst. Title: Vice President
ATTEST: [Corporate seal] UNITED PARCEL SERVICE OF
AMERICA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. Admin. Asst. Title: Senior Vice President
EXHIBIT A
Legal Description
of Facility Site
BEGINNING at a point in the new easterly right-of-way line of Darlington
Avenue (said point being 74.9 feet measured at right angles easterly of the
center line of Darlington Avenue) and being distant 210.44 feet measured on a
bearing of South 17 degrees 34 minutes 06 seconds East along said line of
Darlington Avenue from the intersection of its northerly prolongation with the
westerly prolongation of the southerly right-of-way line of MacArthur Boulevard
(100 feet wide). Said point being also 50.55 feet measured on a bearing of
North 81 degrees 26 minutes 59 seconds East (along the former boundary between
lands of the Grantors and lands of Ramapo ▇▇▇▇▇-▇▇▇▇▇▇▇ Office Park) from the
original Point of Beginning of the herein described lot as described in a deed
recorded in the Bergen County Clerk's Office in Book 7341 Page 347. All as
shown on a certain plat entitled "Subdivision Plat of Lots 61.04, 61.05, 62, 63
and 64 all in Block 135.01, Township of Mahwah, County of Bergen, N.J." prepared
by Urban Planning & Engineering Associates, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇., dated April 2, 1991, and running; thence
1. North 17 degrees 34 minutes 06 seconds West distant 115.44 feet along the
new easterly right-of-way line of Darlington Avenue to a point of curvature
(said point being 75.00 feet measured at right angles easterly of the
center line of Darlington Avenue); thence
2. Northwesterly, northerly and northeasterly an arc distance of 149.23 feet
(through an angle of 90 -00'-00") along a curve to the right (concave to
the southeast) having a radius of 95.00 feet connecting said line of
Darlington Avenue with the aforesaid southerly right-of-way line of
MacArthur Boulevard to a point of tangency in said line of MacArthur
Boulevard; thence
3. North 72 degrees 25 minutes 54 seconds East distant 34.02 feet along the
southerly right-of-way line of MacArthur Boulevard to a point of curvature
in the same; thence
4. Northeasterly an arc distance of 814.94 feet (through an angle of 44 -28'-
09") along the same on a curve to the left (concave to the north) having a
radius of 1,050.00 feet to a point of tangency in the same; thence
5. North 27 degrees 57 minutes 45 seconds East distant 677.68 feet along the
same to a point in the same; thence
6. South 62 degrees 02 minutes 15 seconds East distant 184.68 feet along the
boundary line between lands of the Grantors on the south and lands of
Ramapo ▇▇▇▇▇-▇▇▇▇▇▇▇ Office Park (known as Lot 61.05 Block 135.01 on the
current Tax Map of Mahwah) on the north to an angle point; thence
7. South 04 degrees 00 minutes 44 seconds East distant 791.32 feet along the
same to an angle point; thence
8. South 37 degrees 15 minutes 26 seconds East distant 592.22 feet along the
same to an angle point; thence
9. South 71 degrees 21 minutes 53 seconds East distant 120.00 feet to a point
in the northwesterly right-of-way line of Ridge Road (35 feet wide from
centerline); thence
10. Southwesterly an arc distance of 527.62 feet (through an angle of 15 -32'-
37") along the northwesterly right-of-way line of Ridge Road on a curve to
the left (concave to the east) having a radius of 1,944.86 feet to a point
where the same is intersected by the northerly right-of-way line of ▇▇▇▇▇▇
Road (an unimproved right-of-way 40 feet wide); thence
11. North 82 degrees 15 minutes 26 seconds West distant 447.83 feet along said
northerly right-of-way line of ▇▇▇▇▇▇ Road to an angle point in the same;
thence
12. North 86 degrees 39 minutes 29 seconds West distant 735.06 feet along the
same to an angle point in the same; thence
13. North 83 degrees 29 minutes 16 seconds West distant 185.62 feet along the
same to its intersection with the new northeasterly right-of-way line of
Darlington Avenue, said point being 36.45 feet measured radially
northeasterly of the center line of Darlington Avenue; thence
14. Northwesterly an arc distance of 365.74 feet along the new northeasterly
and easterly right-of-way line of Darlington Avenue on a non-tangent curve
to the right (concave to the east) having a radius of 737.74 feet and a
chord distance of 362.01 feet which bears North 31 degrees 46 minutes 15
seconds West to an angle point in the new easterly right-of-way line of
Darlington Avenue (said point being 58.01 feet measured radially easterly
of the center line of Darlington Avenue; thence
15. North 03 degrees 06 minutes 59 seconds East distant 33.34 feet along the
same to an angle point (said point being 72.51 feet measured radially
easterly of the center line of Darlington Avenue); thence
16. North 17 degrees 34 minutes 06 seconds West distant 94.56 feet along the
same to a point in the same and the Point or Place of Beginning.
Said lot containing 39.000 acres more or less.
Said lot known and designated as Lot 61.04 Block 135.01 on the above-cited
subdivision plat and on the current Tax Map of the Township of Mahwah.
The above description is written in accordance with the afore-referenced
subdivision plat of Lots 61.04, 61.05, 62, 63 and 64 all in Block 135.01.
Said subdivision modified the lot along its Darlington Avenue frontage to
allow for the widening of the right-of-way of said
road and along the above described seventh course to maintain its original
area of 39 acres. Said lot having originated on a plat filed in the Bergen
County Clerk's Office on 6/20/89 as Map No. 8671 on which plat said lot was
also designated as Lot 61.04 Block 135.01.
Said lot was subject to two five-foot wide (for a total of ten feet) road
widening easements (to the County of Bergen) along its original Darlington
Avenue frontage. One of said easements is recorded in Deed Book 6344 Page
326 and one recorded in Deed Book No. 7220 Page 577. Said easements now
lie outside of said lot due to the additional widening of Darlington
Avenue.
Said lot also subject to a 30-foot wide Rockland Electric Company right-of-
way (20 feet of said width lying within the above-described lot) located
along its Ridge Road frontage (the above-described tenth course). Said
right-of-way recorded in Deed Book 5840 Page 186).
Said lot also subject to two detention basin easements and delineated
wetlands as shown on the above referenced plats.
Together with a 25 foot and variable width drainage easement through Lot
61.03 Block 135 for the installation of a pipe which is to carry storm
water run-off discharged from the from the detention basins on the above-
described lot to the existing storm water facilities within the Darlington
Avenue right-of-way. Said easement being shown on the above referenced
Filed Map No. 8671.
Schedule 1 (c)
--------------
Addition Specifications
(To be attached)
Schedule ▇.▇▇
Termination Value as a Percentage of
Maximum Addition Cost
Semester Start Period
12 Oct-95 100.000000%
13 Apr-96 99.903344%
14 Oct-96 99.924757%
15 Apr-97 99.718023%
16 Oct-97 99.356848%
17 Apr-98 98.836422%
18 Oct-98 98.209180%
19 Apr-99 97.466492%
20 Oct-99 96.621240%
21 Apr-00 95.655326%
22 Oct-00 94.610661%
23 Apr-01 93.478195%
24 Oct-01 92.300216%
25 Apr-02 91.068827%
26 Oct-02 89.796821%
27 Apr-03 88.469057%
28 Oct-03 87.097750%
29 Apr-04 85.668003%
30 Oct-04 84.191503%
31 Apr-05 82.653623%
32 Oct-05 81.065503%
33 Apr-06 79.412883%
34 Oct-06 77.706325%
35 Apr-07 75.931954%
36 Oct-07 74.099719%
37 Apr-08 72.196160%
38 Oct-08 70.230570%
39 Apr-09 68.189928%
40 Oct-09 66.082836%
41 Apr-10 63.896735%
42 Oct-10 61.641715%
43 Apr-11 59.306319%
44 Oct-11 56.899987%
45 Apr-12 54.118182%
46 Oct-12 51.848367%
47 Apr-13 49.198685%
48 Oct-13 46.468514%
49 Apr-14 43.647452%
50 Oct-14 40.740374%
51 Apr-15 37.737460%
52 Oct-15 34.642667%
53 Apr-16 31.446790%
54 Oct-16 28.152812%
55 Apr-17 24.752182%
56 Oct-17 21.246849%
57 Apr-18 17.628957%
58 Oct-18 13.899355%
59 Apr-19 10.000000%
Schedule 5.02 A
---------------
Minimum Tolls for Additions
[Intentionally Left Blank]
Schedule 5.03 A
---------------
Contingent Tolls for Use of Addition
Revenues Per Thousand Accounts Processed
----------------------------------------
Semester Greater than 1,200,000 1,700,000 Greater than 1,700,000
-------- ---------------------- --------- ----------------------
12 $730 $245.00 $5.00
13 $730 $213.04 $5.00
14 $730 $188.46 $5.00
15 $730 $168.97 $5.00
16 $730 $153.13 $5.00
17 $730 $140.00 $5.00
18 $730 $128.95 $5.00
19 $730 $119.51 $5.00
20 $730 $111.36 $5.00
21 $730 $104.26 $5.00
22 $730 $98.00 $5.00
23 $730 $98.00 $5.00
24 $730 $98.00 $5.00
25 $730 $98.00 $5.00
26 $730 $98.00 $5.00
27 $730 $98.00 $5.00
28 $730 $98.00 $5.00
29 $730 $98.00 $5.00
30 $730 $98.00 $5.00
31 $730 $98.00 $5.00
32 $730 $98.00 $5.00
33 $730 $98.00 $5.00
34 $730 $98.00 $5.00
35 $730 $98.00 $5.00
36 $730 $98.00 $5.00
37 $730 $98.00 $5.00
38 $730 $98.00 $5.00
39 $730 $98.00 $5.00
40 $730 $98.00 $5.00
41 $730 $98.00 $5.00
42 $730 $98.00 $5.00
43 $730 $98.00 $5.00
44 $730 $98.00 $5.00
45 $730 $98.00 $5.00
46 $730 $98.00 $5.00
47 $730 $98.00 $5.00
48 $730 $98.00 $5.00
49 $730 $98.00 $5.00
50 $730 $98.00 $5.00
51 $730 $98.00 $5.00
52 $730 $98.00 $5.00
53 $730 $98.00 $5.00
54 $730 $98.00 $5.00
55 $730 $98.00 $5.00
56 $730 $98.00 $5.00
57 $730 $98.00 $5.00
58 $730 $98.00 $5.00
59 $730 $98.00 $5.00
Schedule 5.04 A
Alternative Contingent Tolls
Revenues Per Thousand Accounts Processed
----------------------------------------
Semester 1,200,000 1,700,000 Greater than 1,700,000
-------- --------- --------- ----------------------
12 $730 $245.00 $5.00
13 $730 $213.04 $5.00
14 $730 $188.46 $5.00
15 $730 $168.97 $5.00
16 $730 $153.13 $5.00
17 $730 $140.00 $5.00
18 $730 $128.95 $5.00
19 $730 $119.51 $5.00
20 $730 $111.36 $5.00
21 $730 $104.26 $5.00
22 $730 $98.00 $5.00
23 $730 $98.00 $5.00
24 $730 $98.00 $5.00
25 $730 $98.00 $5.00
26 $730 $98.00 $5.00
27 $730 $98.00 $5.00
28 $730 $98.00 $5.00
29 $730 $98.00 $5.00
30 $730 $98.00 $5.00
31 $730 $98.00 $5.00
32 $730 $98.00 $5.00
33 $730 $98.00 $5.00
34 $730 $98.00 $5.00
35 $730 $98.00 $5.00
36 $730 $98.00 $5.00
37 $730 $98.00 $5.00
38 $730 $98.00 $5.00
39 $730 $98.00 $5.00
40 $730 $98.00 $5.00
41 $730 $98.00 $5.00
42 $730 $98.00 $5.00
43 $730 $98.00 $5.00
44 $730 $98.00 $5.00
45 $730 $98.00 $5.00
46 $730 $98.00 $5.00
47 $730 $98.00 $5.00
48 $730 $98.00 $5.00
49 $730 $98.00 $5.00
50 $730 $98.00 $5.00
51 $730 $98.00 $5.00
52 $730 $98.00 $5.00
53 $730 $98.00 $5.00
54 $730 $98.00 $5.00
55 $730 $98.00 $5.00
56 $730 $98.00 $5.00
57 $730 $98.00 $5.00
58 $730 $98.00 $5.00
59 $730 $98.00 $5.00
