Exhibit 10.20
LEASE AGREEMENT
AGREEMENT of Lease, made on the 28 day of August, 1998 BY AND BETWEEN
55 MADISON ASSOCIATES, LLC, a New Jersey Limited Liability Company,
c/o Alexander Summer, L.L.C., having its principal office at East 00
Xxxxx 0, Xxxxxxx, Xxx Xxxxxx, hereinafter referred to as "Landlord"
AND
iName
having its principal office at
c/o Xxxxxx Xxxxxxx
00 Xxxxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
hereinafter referred to as "Tenant"
W I T N E S S E T H:
That the Landlord does hereby lease to the Tenant and the Tenant does
hereby rent from the Landlord for the term and upon the rentals and other
conditions hereinafter specified, the premises, located on the realty more fully
described on Exhibit A hereof (subject to conditions of title shown on Exhibit
A), situated at 00 Xxxxxxx Xxxxxx, in the Town of Morristown, New Jersey, County
of Xxxxxx, and State of New Jersey.
SUMMARY PAGES OF LEASE AGREEMENT
Name and Address of Landlord:
55 Madison Associates, LLC
c/o Alexander Summer, L.L.C.
East 00 Xxxxx 0
Xxxxxxx, Xxx Xxxxxx 00000
Name and Address of Tenant:
iName
having its principal office at
c/o Xxxxxx Xxxxxxx
00 Xxxxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Description of Premises:
Portion of first floor of premises known as "55 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000" comprising approximately 2,400 rentable square
feet which includes a share of the common area.
Term of Lease:
Number of Years: Three (3) years
Commencing : September 15, 1998
Terminating : September 14, 2001
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Fixed or Base Rental:
Annual Rental $57,600.00
Monthly Rental: $ 4,800.00
Tenant Percentage Share: 2.77%
Base Year: For Operating Cost Escalation, Fuel, Water and Electric Cost
Escalation and Tax Escalation: 1998
Tenant's SIC Code:
Security Deposit: Two (2) month's rent
Parking Spaces: Eleven (11) spaces of which three (3) are assigned
Notices:
To Landlord: 55 Madison Associates, LLC
c/o Alexander Summer, L.L.C.
East 00 Xxxxx 0
Xxxxxxx, Xxx Xxxxxx 00000
To Tenant: iName
c/o Xxxxxx Xxxxxxx
00 Xxxxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
With Copy to:
Brokers: Alexander Summer, L.L.C.
Use by Tenant: General Office Use
Right to Cancel After One (1) Year: Tenant shall have the right to cancel this
Lease upon three (3) months written notice to Landlord, at any time after twelve
(12) months from the Commencement Date of the Lease; i.e., after September 15,
1999. As a fee to Landlord for the right of Tenant to terminate this Lease after
one (1) year, Tenant shall pay to Landlord two (2) month's rent ($9,600.00),
payment to be paid along with the three (3) month notice to Landlord
aforementioned.
Tenant Takes Space "As Is". Tenant leases the premises in its "As Is" condition
as of the Commencement Date of the Lease. Landlord shall not be required to do
any work in the Premises.
THE ABOVE LETTING IS UPON THE ABOVE TERMS AS WELL AS THE FOLLOWING TERMS AND
CONDITIONS:
SECTION 1. TERM.
The term of the within Lease Agreement shall be for three (3) years,
commencing on September 15, 1998 ("Commencement Date") and terminating on
September 14, 2001. See Summary Pages.
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SECTION 2. RENTAL.
Tenant covenants and agrees to make payment to the Landlord as rent for
and during the term hereof without further demand therefor the fixed or base
rent as shown above, in monthly payments as shown above on the first day of each
month of the lease term, in advance.
SECTION 3. USE AND OCCUPANCY.
Tenant shall use and occupy the Premises as a general office for the
business of the Tenant named above and for no other purpose. See Summary Pages.
SECTION 4. COVENANT TO PAY RENT.
Tenant shall pay the base rent, and any additional rent as hereinafter
provided, to Landlord at Landlord's above-stated address, or at such other place
as Landlord may designate in writing, without demand and without counterclaim,
deduction or setoff.
SECTION 5. CARE AND REPAIR OF PREMISES.
Tenant shall commit no act of waste and shall take good care of the
Premises and the fixtures and appurtenances therein, and shall, in the use and
occupancy of the Premises, conform to all laws, orders and regulations of the
federal, state, county and municipal governments or any of their departments.
Landlord shall make all necessary repairs to the Premises, except where a repair
has been made necessary by misuse or neglect by Tenant or Tenant's agents,
servants, visitors or licensees not covered by insurance. All improvements made
by Tenant to the Premises, which are so attached to the Premises that they
cannot be removed without material injury to the Premises shall become the
property of Landlord upon installation. Not later than the last day of the term,
Tenant shall, at Tenant's expense, remove all of Tenant's personal property and,
at Tenant's option, those improvements made by Tenant which have not become the
property of Landlord, including trade fixtures, cabinet work, movable paneling,
partitions and the like; repair all injury done by or in connection with the
installation or removal of said property and improvements; and surrender the
Premises in as good condition as they were at the beginning of the term,
reasonable wear and damage by fire, the elements, casualty, or other cause not
due to the misuse or neglect by Tenant, Tenant's agents, servants, visitors or
licensees, excepted. Tenant need not be responsible for damage covered by
Landlord's insurance. All other property of Tenant remaining on the Premises
after the last day of the term of this Lease shall be conclusively deemed
abandoned and may be removed by Landlord, and Tenant shall reimburse Landlord
for the cost of such removal. Landlord may have any such property stored at
Tenant's risk and expense.
Section 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS.
Tenant shall have the right to make any non-structural alterations,
improvements and additions to the Premises at Tenant's sole cost and expense,
provided:
(a) Plans have been submitted to and approved in advance by Landlord,
which approval shall not be unreasonably withheld or delayed.
(b) All contractors and subcontractors have been approved in advance by
Landlord, which approval shall not be unreasonably withheld or delayed.
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(c) Prior to the commencement of any proposed alteration, addition or
improvement, Tenant shall furnish to Landlord Certificate of Workers'
Compensation Insurance covering all men to be employed in connection with said
alterations, additions or improvements, including those to be employed by all
contractors and subcontractors and of comprehensive public liability insurance
(including property damage) in which Landlord and its agents shall be named as
parties insured, which coverage shall be maintained by Tenant until completion
of all such work and which shall be in an amount of not less than One Million
($1,000,000.00) Dollars for Personal Injury, and One Million ($1,000,000.00)
Dollars for Property Damage; and
(d) All materials and equipment to be incorporated in the Premises as part
of said alterations, additions or improvements be new and first quality; and
(e) No such materials, equipment or work performed shall be subject to any
lien or encumbrance;
(f) All work shall comply fully with all applicable laws, ordinances and
regulations;
(g) All work shall be performed so as to insure proper maintenance of good
and harmonious labor relationships.
SECTION 7. ACTIVITIES INCREASING FIRE INSURANCE RATES.
Tenant shall not do or suffer anything to be done on the Premises which
will increase the rate of fire insurance on the Building. If as a result of
Tenant's operation, insurance rates increase, Tenant shall pay as additional
rent such increased insurance cost to Landlord.
SECTION 8. ABANDONMENT.
Tenant shall not, without first obtaining the written consent of the
Landlord, abandon the Premises, or allow the Premises to become vacant or
deserted for a period of more than forty-five (45) days.
SECTION 9. ASSIGNMENT OR SUBLEASE.
Tenant may not assign the within Lease or sublet the Premises except in
compliance with the following requirements:
ASSIGNMENT
A. In the event that the Tenant desires to assign the Lease and Premises
to any other party, all the terms and conditions of such assignment, including
any consideration to Tenant, and the proposed form of assignment and identity of
all parties, shall be communicated to the Landlord in writing not less than
thirty (30) days prior to the effective date of any such sublease or assignment,
and, the Landlord shall have the option, exercisable in writing to the Tenant,
within fifteen (15) days after receipt of such communication, to recapture the
within Lease and either (1) have such prospective assignee then become the sole
Tenant of Landlord under the Assignment; or (2) not accept the proposed
assignment. Assignment, as used herein shall mean an assignment of the Lease for
the balance of the term for the entire space.
B. In the event that the Landlord elects not to recapture the Lease as
hereinabove provided, the Tenant may nevertheless assign this Lease, subject to
the Landlord's written consent, upon fulfillment of the following terms and
conditions:
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(1) The Tenant shall provide to the Landlord the name and address
of the assignee.
(2) The assignee shall assume by written instrument, all of the
obligations of this Lease, and a copy of such assumption
agreement shall be furnished to the Landlord within ten (10)
days of its execution.
(3) The Tenant and each assignee shall be and remain liable for
the observance of all of the covenants and provisions of this
Lease, including, but not limited to the payment of rent
reserved herein, through the entire term of this Lease.
(4) Tenant shall hold Landlord harmless from any claims for
brokers' commissions in connection with the assignment.
SUBLET
If the Tenant wishes to enter into a sublease for a part of the premises
or for all of the premises for a part of the balance of the term, it shall first
obtain the written consent of the Landlord. The Tenant shall provide the
Landlord with a copy of the proposed sublease and all other documents required
by the Landlord. Landlord will have the absolute right to receive as a condition
to its consent to subletting, 100% of the excess of the sublet rent over the
rent being paid by Tenant under this Lease less Tenant's marketing expenses to
secure such subletting prorated over the term of the sublease for the sublet
portion of the premises.
SECTION 10. COMPLIANCE WITH RULES AND REGULATIONS.
Tenant shall observe and comply with the rules and regulations hereinafter
set forth in Exhibit B which are made a part hereto and with such further
reasonable rules and regulations as Landlord may prescribe provided such rules
and regulations shall apply to all office Tenants at the Building, excluding the
bank Tenant, on written notice to the Tenant, for the safety, care and
cleanliness of the Building and the comfort, quiet, and convenience of other
occupants of the Building. Tenant shall not place a load upon any floor of the
Premises exceeding the floor load of 50 pounds per square foot area which it was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, heavy business machines and
mechanical equipment. Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient, in Landlord's judgment, to
absorb and prevent vibration, noise and annoyance.
SECTION 11. DAMAGES TO BUILDING.
A. If the Building is damaged by fire or any other cause to such extent
that the cost of restoration, as reasonably estimated by Landlord, will equal or
exceed twenty-five (25%) percent of the replacement value of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then,
Landlord may give Tenant a notice of election to terminate this Lease. In such
event, this Lease shall be deemed to terminate on the thirtieth (30th) day after
the giving of said notice, and Tenant shall surrender possession of the Premises
within a reasonable time thereafter, and the base rent, and any additional rent,
shall be apportioned as of the date of said damage and any base or additional
rent paid for any period beyond said date shall be repaid to Tenant. If the cost
of restoration as estimated by Landlord shall amount to less than twenty-five
(25%) percent of said replacement value of the Building, or if, despite the
cost, Landlord does not elect to terminate this Lease, Landlord shall
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restore the Building and the Premises with reasonable promptness, subject to
delays beyond Landlord's control, and delays in the making of insurance
adjustments between Landlord and the insurance carrier, and Tenant shall have no
right to terminate this Lease. Landlord need not restore fixtures and
improvements owned by Tenant nor improvements installed by Tenant unless such
fixtures and improvements have become part of the Building and are owned by the
Landlord. Except as provided herein, there shall be no abatement of rent in the
event of a fire or other casualty.
B. In the event that 25 percent (25%) of the demised premises is
destroyed, either party may cancel this Lease by written notice to the other. To
the extent that the Premises or part thereof, is or are untenantable as a result
of a fire or other casualty, the rent shall be abated during such period.
SECTION 12. INSURANCE.
Tenant, at Tenant's own cost and expense shall maintain insurance
protecting and indemnifying the Landlord, Landlord's Managing Agent and Tenant
against any and all claims for injury or damage to persons or property or for
the loss of life or of property occurring upon, in or about the Premises, and
resulting from acts or omissions by Tenant, its employees, agents, contractors,
customers, and invitees; such insurance to afford minimum protection during the
term of this Lease of not less than $1,000,000.00 in respect of bodily injury or
death to any one person and not less than $1,000,000.00 in respect of any one
occurrence or accident, and not less than $500,000.00 for property damage.
All such insurance shall be effected under valid and enforceable policies
and shall contain a provision whereby the insurer agrees not to cancel the
insurance without 20-days' prior written notice to Landlord and Landlord's
Managing Agent. Landlord and Landlord's Managing Agent shall receive copies of
all policies and endorsements prior to or as soon as possible after the
effective date of same, provided the Landlord receives insurance certificates
for the interim.
The Tenant agrees to and shall hold and save harmless and indemnify the
Landlord and Landlord's Managing Agent from and for any and all payments,
expenses, costs, attorney's fees and from and for any and all claims and
liability for losses or damage to property or injuries to persons occasioned
wholly or in part by or resulting from any acts or omissions by the Tenant or
the Tenant's agents, employees, guests, licensees, invitees, subtenants,
assignees or successors, or for any cause or reason whatsoever arising out of or
by reason of the occupancy by the Tenant and the conduct of the Tenant's
business. The foregoing indemnity shall not extend to loss or damage to the
extent covered by the Landlord's hazard insurance coverage.
SECTION 13. WAIVERS OF SUBROGATION.
Each insurance policy carried by Landlord insuring the Premises against
loss by fire and causes covered by standard extended coverage, and each
insurance policy carried by Tenant and insuring the Premises and its fixtures
and contents against loss by fire, water and causes covered by standard extended
coverage, shall be written in a manner so as to provide that the insurance
company waives all right of recovery by way of subrogation against Landlord or
Tenant in connection with any loss or damage covered by such policy. Neither
party shall be liable to the other for any loss or damage caused by fire, water
or any of the risks encountered in standard extended coverage insurance,
provided such insurance was obtainable at the time of such loss or damage.
However, if such insurance policies cannot be obtained, or are obtainable only
by
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the payment of an additional premium charge above that charged by companies
carrying such insurance without such waiver of subrogation, the party
undertaking to carry such insurance shall have a period of ten (10) days after
the giving of such notice either to: (a) place such insurance in companies which
are reasonably satisfactory to the other party and will carry such insurance
with waiver of such subrogation, or (b) agree to pay such additional premium if
such policy is obtainable at additional cost; and if neither (a) nor (b) is
done, this Section shall be null and void for so long as either such insurance
cannot be obtained or the party in whose favor a waiver of subrogation is
desired shall refuse to pay the additional premium charge. If the release of
either Tenant or Landlord, as set forth in the second sentence of this Section,
shall contravene any law with respect to exculpatory agreements, the liability
of the party in question shall be deemed not released, but shall be deemed
secondary to the latter's insurer. Nothing herein contained shall be construed
to vary the force and effect of any provisions specifically limiting Landlord's
liability as contained in this Lease.
SECTION 14. EMINENT DOMAIN.
If Tenant's use of the Premises is materially affected due to the taking
by eminent domain of the Premises or any material part thereof or any estate
therein, or those parts of the parking specifically reserved to Tenant (unless
Landlord provides Tenant with equivalent substitute parking), then, in either
event, this Lease shall terminate on the date when title vests pursuant to such
taking. The rent, and any additional rent, shall be apportioned as of said
termination date and any base or additional rent paid for any period beyond said
date shall be repaid to Tenant. Tenant shall not be entitled to any part of the
award for such taking or any payment in lieu thereof, but Tenant may file a
claim for any taking of fixtures and improvements owned by Tenant which have not
become the Landlord's property, and for moving expenses. In the event of a
non-material partial taking which does not effect a termination of this Lease,
but does deprive Tenant of the use of a portion of the Premises, there shall be
an equitable reduction of the basic rent, and an equitable adjustment of the
Base Costs depending on the period for which and the extent to which the
Premises so taken are not reasonably usable for the purpose for which they are
leased hereunder.
SECTION 15. INSOLVENCY OF TENANT.
Either (a) the appointment of a trustee, receiver or liquidator to take
possession of all or substantially all of the assets of Tenant, or (b) a general
assignment by Tenant for the benefit of creditors, or (c) any action taken or
suffered by Tenant under any insolvency or bankruptcy act, shall constitute a
default of this Lease by Tenant, and Landlord may terminate this Lease
forthwith, and upon notice of such termination, Tenant's right to possession of
the Premises shall cease, and Tenant shall remain liable as hereinafter provided
in Section 16. Notwithstanding the foregoing, Tenant will have sixty (60) days
to dismiss any action taken against it and if such action is dismissed within
said period, the Tenant will not be in default.
SECTION 16. LANDLORD'S REMEDIES ON DEFAULT.
If Tenant defaults in the payment of rent, or additional rent, or defaults
in the performance of any of the other covenants or conditions hereof, Landlord
may, in addition to any other rights available to Landlord under the law
including but not limited to summary dispossess actions, give Tenant notice of
such default, and if Tenant does not cure any rent, or additional rent, default
within ten (10) days, after the giving of such notice (or if such other default
is of such nature that it cannot be completely cured
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within such period, if Tenant does not commence such curing within such ten (10)
days and thereafter proceed with reasonable diligence and in good faith to cure
such default), then Landlord may terminate this Lease on not less than twenty
(20) days notice to Tenant, and on the date specified in said notice, Tenant's
right to possession of the premises shall cease, and Tenant shall then quit and
surrender the Premises to Landlord, but Tenant shall remain liable as
hereinafter provided. Non-payment of rent as used herein includes non-payment of
additional rent items. If this Lease shall have been so terminated by Landlord,
Landlord may, at any time thereafter, resume possession of the Premises by any
lawful means and remove Tenant or other occupants and their effects.
SECTION 17. DEFICIENCY.
In any case where Landlord has recovered possession of the Premises by
reason of Tenant's default, Landlord may, at Landlord's option, occupy the
Premises or cause the Premises to be redecorated, altered, divided, consolidated
with other adjoining premises, or otherwise changed or prepared for reletting,
and may relet, the Premises or any part thereof as agent of tenant or otherwise,
for a term or terms to expire prior to, at the same time as, or subsequent to,
the original expiration date of this Lease, at Landlord's option, and receive
the rent therefor. Rent so received shall be applied first to the payment of
such expenses as Landlord may have incurred in connection with the recovery of
possession, redecorating, altering, dividing, consolidating with other adjoining
premises, or otherwise changing or preparing for reletting, and the reletting,
including brokerage and reasonable attorney's fees, and then to the payment of
damages in amounts equal to the rent hereunder and to the costs and expenses of
performance of the other covenants of Tenant as herein provided. Tenant agrees,
in any such case, whether or not Landlord has relet, to pay to the Landlord
damages equal to the base and additional rent and other sums herein agreed to be
paid by Tenant, less the net proceeds of the reletting, if any, as ascertained
from time to time, and the same shall be payable by Tenant on the several rent
days above specified. Tenant shall not be entitled to any surplus accruing as a
result of any such reletting. In reletting the Premises as aforesaid, Landlord
may grant rent concessions, and Tenant shall not be credited therewith. No such
reletting shall constitute a surrender and acceptance or be deemed evidence
thereof. If Landlord elects, pursuant hereto, actually to occupy and use the
Premises or any part thereof during any part of the balance of the term as
originally fixed or since extended, there shall be allowed against Tenant's
obligation for rent or damages as herein defined, during the period of
Landlord's occupancy, the reasonable value of such occupancy, not to exceed in
any event the basic and additional rent herein reserved and such occupancy shall
not be construed as a release of Tenant's liability hereunder.
Alternatively, in any case whether Landlord has recovered possession of
the Premises by reason of Tenant's default and has not relet the Premises or
elected to use the Premises in accordance with the preceding paragraph, Landlord
may, at Landlord's option, and at any time thereafter, and without notice or
other action by Landlord, and without prejudice to any other rights or remedies
Landlord may have hereunder or at law or equity, become entitled to recover from
Tenant, as damages for such breach, in addition to such other sums herein agreed
to be paid by Tenant, to the day of re-entry, expiration and/or dispossess an
amount equal to the excess, if any, of the rent and additional rents reserved in
this Lease from the date of such default to the date of expiration of the then
term demised over the then fair and reasonable rental value of the Premises for
the same period. Said damages shall become due and payable to Landlord
immediately upon such breach of this Lease and without regard to whether this
Lease be terminated or not, and if this lease be terminated, without regard to
the
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manner in which it is terminated. In the computation of such damages, the
difference between any installments of rent (base and additional) thereafter
becoming due and the fair and reasonable rental value of the Premises for the
period for which such installment was payable shall be discounted to the date of
such default at the rate of not more then ten (10%) percent per annum.
Tenant hereby waives all right of redemption to which Tenant or any person
claiming under Tenant might be entitled by any law now or hereafter in force.
Landlord's remedies hereunder are in addition to any remedy allowed by
law. Landlord reserves the right of re-entry in the event of any breach of
Tenant of any provisions of the Lease. Nothing contained herein will excuse the
Landlord from exercising reasonable efforts to attempt to mitigate damages.
SECTION 18. NO WAIVER OF COVENANTS OR CONDITIONS.
The failure of either party to insist on strict performance of any
covenant or condition hereof, or to exercise any option herein contained, shall
not be construed as a waiver of such covenant or condition or option in any
other instance. This Lease cannot be changed or terminated orally.
SECTION 19. SUBORDINATION OF LEASE.
This Lease shall be subject and subordinate to existing mortgages and to
any future mortgages, which may now or hereafter affect the real property to
which the Premises form a part, and also to all renewals, modifications,
consolidations, and replacements of said mortgages. Although no instrument or
act on the part of the Tenant shall be necessary to effectuate such
subordination, Tenant will, nevertheless, execute and deliver such further
instruments confirming such subordination of this Lease as may be desired by the
holders of said mortgages. If Tenant refuses to sign, such refusal shall be a
substantial breach of this Lease and shall entitle Landlord to cancel this
Lease. Tenant agrees to attorn to any Mortgagee in possession, if and when
required under the Mortgage and other security documents and the law.
SECTION 20. ADVANCE RENT AND SECURITY DEPOSIT.
A. Lessee shall pay upon execution hereof the first month's rent due to be
paid hereunder in advance, together with the security deposit shown on the
Summary Page.
B. The Lessee has this day deposited with the Lessor the sum shown above
as security for the payment of the rent hereunder and the full and faithful
performance by the Lessee of the covenants and conditions on the part of the
Lessee to be performed. Said sum shall be returned to the Lessee, without
interest, after the expiration of the term hereof, provided that the Lessee has
fully and faithfully performed all such covenants and conditions and is not in
arrears in rent. During the term hereof, the Lessor may, if the Lessor so
elects, have recourse to such security, to make good any default by the Lessee,
in which event the Lessee shall, on demand, promptly restore said security to
its original amount. Liability to repay said security to the Lessee shall run
with the reversion of title to said premises, whether any change in ownership
thereof be by voluntary alienation or as the result of judicial sale,
foreclosure or other proceedings or the exercise of a right of taking or entry
by any mortgagee. The Lessor shall assign or transfer said security, for the
benefit of the Lessee, to any subsequent owner or holder of the reversion of
title to said premises, in which case the assignee shall become liable for the
repayment thereof as herein provided, and the assignor shall be deemed to be
released by the Lessee from all liability to return
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such security. This provision shall be applicable to every alienation or change
in title and shall in no way be deemed to permit the Lessor to retain the
security after termination of the Lessor's ownership of the reversion of title.
The Lessee shall not mortgage, encumber or assign said security without the
written consent of the Lessor.
SECTION 21. RIGHT TO CURE TENANT'S BREACH.
If Tenant breaches any covenant or condition of this Lease, Landlord may,
on reasonable notice to Tenant (except that no notice need be given in case of
emergency), cure such breach at the expense of Tenant and the reasonable amount
of all expenses, including attorney's fees, incurred by Landlord in so doing
(whether paid by Landlord or not) shall be deemed additional rent payable on
demand.
SECTION 22. MECHANIC'S LIENS.
With regard to any work ordered by Tenant, Tenant shall, within fifteen
(15) days after notice from Landlord, discharge or satisfy by bonding or
otherwise, any mechanic's liens for materials or labor claimed to have been
furnished to the Premises on Tenant's behalf.
SECTION 23. NOTICES.
Any notice by either party to the other shall be in writing and shall be
deemed to have been duly given upon receipt or refusal only if sent by
registered mail or certified mail, return receipt requested, in a postpaid
envelope addressed or hand delivered, if to Tenant, at Tenant's address as set
forth above and if to Landlord, at Landlord's address as set forth above; or, to
either at such other address as Tenant or Landlord, respectively, may designate
in writing.
SECTION 24. RIGHT TO INSPECT AND REPAIR.
Landlord may enter the Premises but shall not be obligated to do so
(except as required by any specific provision of this Lease) at any reasonable
time on reasonable notice to Tenant, provided that the time of such planned
inspection does not interfere with the Tenant's business operations (except that
no notice need be given in case of emergency) for the purpose of inspection or
the making of such repairs, replacement, or additions, in, to, on and about the
Premises or the Building, as Landlord deems necessary or desirable. Tenant shall
have no claims or cause of action against Landlord by reason thereof. In no
event shall Tenant have any claims against Landlord for interruption to Tenant's
business, arising from such entry.
SECTION 25. INTERRUPTION OF SERVICES OR USE.
Interruption or curtailment of any service maintained in the Building, if
caused by strikes, mechanical difficulties, government pre-emption in connection
with a national emergency, conditions of supply and demand affected by any
governmental emergency or any causes beyond Landlord's control whether similar
or dissimilar to those enumerated shall not entitle Tenant to any claim against
Landlord including claims for resulting damages and specifically including
damage to computers or to any abatement in rent, and shall not constitute
constructive or partial eviction.
SECTION 26. CONDITIONS OF LANDLORD'S LIABILITY.
Tenant shall not be entitled to claim a constructive eviction from the
Premises unless Tenant shall have first notified Landlord in writing of the
condition or conditions giving rise thereto, and,
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if the complaints be justified, unless Landlord shall have failed within a
reasonable time, given the nature of the condition and the relevant
circumstances, after receipt of such notice to remedy, or commence and proceed
with due diligence or remedy such condition or conditions.
SECTION 27. RIGHT TO SHOW PREMISES.
Landlord may show the Premises to prospective purchasers and mortgagees,
and, during the twelve (12) months prior to termination of this Lease, to
prospective tenants, during business hours, on reasonable notice to Tenant.
SECTION 28. NO OTHER REPRESENTATIONS.
No representations or promises shall be binding on the parties hereto
except those representations and promises contained herein or in some future
writing signed by the party making such representation(s) or promise(s).
SECTION 29. QUIET ENJOYMENT.
Landlord covenants that if, and so long as, Tenant pays the rent, and any
additional rent as herein provided, and performs the covenants hereof, Tenant
shall peaceably and quietly have, hold and enjoy the Premises for the term
herein mentioned.
SECTION 30. ESTOPPEL.
Tenant shall, from time to time, on not less than ten (10) days prior
written notice by Landlord, execute, or acknowledge and deliver to Landlord a
written statement certifying if true that the Lease is unmodified and in full
force and effect, or that the Lease is in full force and effect as modified and
listing the instruments of modification; the date to which the rents and charges
have been paid; and, whether or not, to the best of Tenant's knowledge, Landlord
is in default hereunder, and if so, specifying the nature of the default. Tenant
shall have the right to request a similar statement from Landlord at any time.
It is intended that any such statement delivered pursuant to this Section may be
relied on by a prospective purchaser of Landlord's interest or mortgagee of
Landlord's interest or assignee of any mortgage of Landlord's interest in the
Building.
SECTION 31. HOLDOVER TENANCY.
If Tenant holds possession of the Premises after the term of this Lease,
Tenant shall thereupon be deemed a tenant from month to month under the
provisions of this Lease, however, at a rent equal to 200% of the Base Rent set
forth in the Lease.
SECTION 32. INTENTIONALLY OMITTED
SECTION 33. SERVICES TO BE PROVIDED BY LANDLORD.
(A) Landlord agrees to furnish the particular services, set forth on
Exhibit C attached hereto and made part hereof, and subject to the conditions
therein stated. Except as set forth in said Exhibit C, Tenant shall pay the cost
of all other services required by Tenant. Notwithstanding the requirements of
said Exhibit C, and except for Landlord's acts of gross negligence or wrongful,
wilful misconduct, Landlord shall not be liable for failure to furnish any of
the foregoing when such failure is caused by conditions beyond the control of
Landlord, including but not limited to acts of God, accidents, repairs or
strikes, such failure shall not constitute an eviction. Landlord shall not be
liable, under any circumstances, for loss of, or injury to, property, however
occurring, through or in connection with or incidental to
11
the furnishing of or failure to furnish any of the services required by said
Exhibit C, or for any interruption to Tenant's business, however occurring.
(B) Landlord's Standard Electric Service (excluding Tenant's electric
service shown in Paragraph 34) shall, unless otherwise provided by agreement in
writing between the parties, include the electrical current for usual building
requirements, including elevator, lighting of halls, lobbies, rest rooms and
exterior, heating, ventilating and air-conditioning systems for the Premises and
the Building, from 8:00 a.m. to 6:00 p.m. on every day, Monday through Friday,
but excluding only those holidays set forth on Exhibit D attached hereto and at
additional cost to Tenant, at other times, provided, with respect to additional
service, Tenant shall notify and request the same twenty-four (24) hours in
advance.
SECTION 34. TENANT ELECTRICITY.
(A) Tenant shall pay to Landlord as additional rent for Tenant
Electricity Service the amounts calculated by sub-metering done for the Demised
Premises either monthly in advance (if Landlord estimates) or monthly in arrears
pursuant to sub- or master-meter reading. If the Demised Premises cannot be sub-
or master-metered, the Landlord agrees that it will have a professional survey
done to determine the electric usage and to have the rates applied therefor, and
the same will provide the basis for monthly billing to the Tenant, subject to
rate fluctuations, which will be reflected in subsequent bills. The Tenant will
be entitled to receive a copy of the survey and, if the Tenant is dissatisfied
with the survey, may obtain its own survey, and if the two surveyors fail to
agree, they will select a third surveyor, whose decision will be binding and
final upon all parties. Each party will bear their own survey costs, and the
cost of the third surveyor will be shared. The Tenant Electric Service which
Tenant shall receive and pay for consists of all electric service used within
the Demised Premises (except HVAC current) for Tenant's lighting and equipment.
In no event shall Tenant Electric Service include electrical current for any
computer installation or for any requirements needing greater than a 15-amp
line. Dedicated word processors and personal computers are permissible and shall
not be considered computer installations hereunder. All installations of
electrical fixtures, appliances and equipment within the Premises shall be
subject to Landlord's prior written approval which approval shall not be
unreasonably withheld or delayed. 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.
Tenant shall pay for the reasonable cost to furnish and install all replacement
lighting tubes, lamps, bulbs and ballasts required in the Premises.
(B) In the event that the utility company that furnishes electric
energy to the Landlord, for supply to the Tenant, declines to continue
furnishing electric energy to Landlord for Tenant Electric Service, Landlord
reserves the right to discontinue furnishing Tenant Electric energy to Tenant at
any time, upon reasonable notice to Tenant, and from and after the effective
date of such termination, Landlord shall no longer be obligated to furnish
Tenant with Tenant Electric energy, provided, however, that such termination
date may be extended for a time reasonably necessary for Tenant to make
arrangement to obtain electric service directly from the public utility company
servicing the Building. If Landlord exercises such right of termination, this
Lease shall remain unaffected thereby and shall continue in full force and
effect, except that portion of the rent and additional rent for electric service
shall xxxxx; and thereafter Tenant shall
12
diligently arrange to obtain electric service directly from the utility company
servicing the Building and may utilize the then existing electric feeders,
risers and wiring serving the Premises to the extent available and safely
capable of being used for such purpose and only to the extent of Tenant's then
authorized connected loan. Landlord shall not be obligated to pay any part of
any cost required for Tenant's direct service.
SECTION 35. ADDITIONAL RENT.
It is expressly agreed that Tenant will pay, in addition to the Base
Rent provided in Section 2 above, additional rent to cover Tenant's
proportionate share of the increased cost to Landlord, for each of the
categories enumerated herein, over the "Base Costs" (as hereinafter defined) for
said categories.
A. Operating Cost Escalation. From and after the Base Year as same
is stated on the Summary Pages, if the Operating Costs incurred for the Building
in which the Premises are located, and Office Building Area (including parking
and landscaped and access areas), for any calendar year or proportionate part
thereof during the lease term or any renewal term shall be greater than the Base
Operating Costs then Tenant shall pay to the Landlord as additional rent its
proportionate share of all such Operating Costs in excess of Base Operating
Costs. Operating Costs shall include, by way of illustration and not of
limitation, personal property taxes, reasonable management fees actually charged
to the Owner, labor, charges for persons working at the Building for time spent
working at or on the Building (for management services, not for capital
improvements), including all wages and salaries, social security taxes, and
other taxes which may be levied against Landlord upon such wages and salaries,
supplies, repairs and maintenance, maintenance and service contracts, cost of
painting, wall and window washing, laundry and towel service, tools and
equipment (which are not required to be capitalized for federal income tax
purposes or in accordance with good accounting practices), fire and other
insurance, cost of electrical surveys, trash removal, lawn care, snow removal
and other items properly constituting direct out-of-pocket operating costs
according to standard accounting practices (herein collectively referred to as
the "Operating Costs), but not including depreciation of Building or equipment,
interest, mortgage debt service, income or excess profit taxes, costs of
maintaining the Landlord's corporate existence, franchise taxes, any
expenditures required to be capitalized for federal income tax purposes or in
accordance with good accounting practices or office expenses, or salaries of the
Landlord's executive officers, or fuel, utility and electric cost escalation
which is covered in subsection B post. As used in this Section 35, the Base
Operating Costs shall be the Operating Costs incurred during the Base Year shown
on the Summary Page (page 2) as reasonably and fairly adjusted, however, to
reflect any projections that are needed to compensate for vacancies in the
building during the Base Year or in any calendar year during the Term (or
Extended Term)---the projection to proceed on the premises as if at least 90% of
the rentable portion of the building were in fact occupied throughout the whole
year.
(B) Fuel, Utilities and Electric Cost Escalation (hereinafter
"Utilities and Energy") . If the Utility and Energy Costs, including any fuel
surcharges or adjustments with respect thereto, incurred for the Building in
which the Premises are located, and Office Building Area, for any calendar year
or proportionate part hereof, during the lease term, shall be greater than the
Base Utility and Energy Costs (adjusted proportionately for periods less than a
lease year), then Tenant shall pay to Landlord as additional rent, its
proportionate share of all such Utility and Energy Costs including increases for
Tenant Electric Service and Standard Electric Service. As used in this Section
35,
13
the Base Utility and Energy Costs shall be the usage incurred for the Building
computed in the same manner as the base Operating Cost described in (A) above.
(C) Tax Escalation. If the Real Estate taxes for the Building and
Office Building Area at which the Premises are located for any calendar year,
including the first calendar year, or proportionate part thereof, during the
lease term, shall be greater than the Real Estate Taxes for the Base Year
(adjusted proportionately for periods less than a lease year), then Tenant shall
pay to Landlord as additional rent, its proportionate share of all such excess
real estate taxes. Tenant shall also pay to Landlord as additional rent its
proportionate share of all costs and fees including legal and appraisal fees
arising from real estate tax appeals pertaining to such excess real estate
taxes.
As used in this Section 35(C), the words and terms which follow mean
and include the following:
(1) "Base Real Estate Taxes" shall mean the final taxes for the Base
Year assessed against the land and building (designated as Lot 004 in Block 6601
on the current tax map of Morristown). If the Building is not fully assessed
for the Base Year or in any calendar year during the Term, the same shall be
projected as if fully assessed to determine the tax base for that year; fully
assessed shall contemplate an occupancy of 95 percent; if the projection so
determined varies from the full assessment finally determined by the taking
authorities, the parties shall readjust the taxes for the prior period covered
by the projected base.
(2) "Real Estate Taxes" shall mean the property taxes, special
charges and assessments imposed upon the Building and the land upon which it
stands, or upon the rent, as such payable to the Landlord. If due to a future
change in the method of taxation, any franchise, income or profit tax shall be
levied against Landlord in substitution for, or in lieu of, or in addition to,
any tax which would otherwise constitute a Real Estate Tax, such franchise,
income or profit tax shall be deemed to be Real Estate Tax for the purpose
hereof; conversely, any additional real estate tax hereafter imposed in
substitution for, or in lieu of any franchise, income or profit tax (which is
not in substitution for or in lieu of, or in addition to a Real Estate Tax as
hereinbefore provided) shall not be deemed a Real Estate Tax for the purposes
hereof; in such event, rental income from this Building will be considered the
sole source of income and a calculation to arrive at the Tenant's share shall
include all deductions for the Building.
(D) Apportionment Partial Years. Once the base costs are
established, in the event any lease period is less than twelve (12) months, then
the increased costs for the categories listed above shall be adjusted to equal
the proportion that said period bears to twelve (12) months, and Tenant shall
pay to Landlord as additional rent for such period, an amount equal to Tenant's
proportionate share of the excess for said period over the adjusted base with
respect to each of the aforesaid categories.
(E) Proportionate Share. Tenant's Proportionate Share of the
additional rent, as defined in Subparagraphs A, B and C hereof, shall be the
Tenant Percentage Share shown on the Summary Pages, which the parties agree is
the Tenant's share of the total additional rent items, which Proportionate Share
reflects the ratio of the gross square feet of the area rented to the Tenant as
compared with the total number of gross square feet of the rentable area of the
entire Building measured outside wall to outside wall. Landlord shall have the
right to make changes or revisions in the common areas of the Building or Office
building Area so as to provide additional leasing area.
14
(F) Payment. At any time, and from time to time, after the
establishment of the Base Operating Costs for each of the categories referred to
above, Landlord shall advise the Tenant in writing of Tenant's proportionate
share with respect to each of the categories, as estimated for the next
succeeding twelve (12) month period or proportionate part thereof if the last
period prior to the Lease's termination is less than twelve (12) months), as
then known to the Landlord and thereafter. The Tenant shall pay as additional
rent, its proportionate share of these costs for the then current period
affected by such advice (as the same may be periodically revised by Landlord as
additional costs are incurred) in equal monthly installments, such new rates
being applied to any months for which the rental shall have already been paid
which are affected by the Operating Cost Escalation and/or Utility and Energy
Cost Escalation, and/or Tax Escalation Costs above referred to, as well as the
unexpired months of the current period, the adjustment for the then expired
months to be made at the payment of the next succeeding monthly rental all
subject to final adjustment at the expiration of each Lease Year as defined in
Subparagraph D hereof (or proportionate part thereof, if the last period prior
to the Lease's termination is less than twelve (12) months).
Notwithstanding anything herein contained to the contrary, in the
event the last period prior to the Lease's termination is less than twelve (12)
months, the Base Operating Costs shall be proportionately reduced to correspond
to the duration of said final period.
(G) Books and Records. For the protection of the Tenant, the
Landlord shall maintain books of account which shall be open to the Tenant and
its representatives, at all reasonable times so that the Tenant can determine
that such Operating, Utility and Energy and Tax costs have, in fact, been paid
or incurred. The books of account shall conclusively be presumed to be correct
one year from the day they are available for inspection by the Tenant, except
for such changes as have specifically been disputed in writing by Tenant. Any
disagreement with respect to any one or more of said charges if not
satisfactorily settled between the Landlord and the Tenant shall be referred by
either party to an independent certified public accountant to be mutually agreed
upon, and if such an accountant cannot be agreed upon, the American Arbitration
Association may be asked by either party to select an arbitrator whose decision
on the dispute will be final and binding upon both parties, who shall jointly
share any cost of such arbitration.
SECTION 36. WAIVER OF TRIAL BY JURY.
To the extent such waiver is permitted by law, the parties waive
trial by jury in any action or proceeding brought in connection with this Lease
or the Premises.
SECTION 37. LATE CHARGE.
Anything in this Lease to the contrary notwithstanding, Tenant shall
pay a "Late Charge" of five (5%) percent of any installment of rent or
additional rent due, which is paid more than ten (10) business day after the due
date thereof, to cover the extra expense involved in handling delinquent
payments.
SECTION 38. HEADINGS OF LEASE SECTIONS AND SUMMARY.
The headings which appear for the various sections set forth in
the within Lease and the Summary that appears at the beginning of the Lease are
for reference purposes only and shall not be used in any manner whatsoever in
interpreting the rights and obligations hereunder.
15
SECTION 39. APPLICABILITY TO HEIRS AND ASSIGNS.
The provisions of this Lease shall apply to, bind and inure to the
benefit of Landlord and Tenant, and their respective heirs, successors, legal
representatives and assigns. It is understood that the term "Landlord" as used
in this Lease means only the owner, a mortgagee in possession or a term Tenant
of the Building, so that in the event of any sale of the Building or of any
lease thereof, or if a mortgagee shall take possession of the Premises, the
Landlord named herein shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder accruing thereafter, and it
shall be deemed without further agreement that the purchaser, the term Tenant of
the Building, or the mortgagee in possession has assumed and agreed to carry out
any and all covenants and obligations of the Landlord hereunder.
SECTION 40. LANDLORD'S LIABILITY FOR LOSS OF PROPERTY.
Landlord shall not be liable for any loss of property from any cause
whatsoever, including but not limited to theft or burglary from the Premises and
Tenant covenants and agrees to make no claim for any such loss at any time.
SECTION 41. BROKER.
Tenant and Landlord represent and warrant to each other that the Broker(s)
named on the Summary Pages is(are) the sole broker(s) with whom Tenant and
Landlord have negotiated in bringing about this Lease and Tenant and Landlord
agree to indemnify and hold the other harmless from any and all claims of other
brokers arising out of or in connection with the negotiation of or the entering
into this Lease by Landlord and Tenant, to the extent that their actions are
inconsistent with the representations and warranties made by them to the other
as herein contained. Landlord agrees to pay the broker named on the Summary
Pages a commission pursuant to separate agreement, and further does hereby
indemnify and save Tenant harmless from any and all claims that may be asserted
by said Broker against the Tenant for failure of the Landlord to comply with the
terms of the separate agreement. Tenant understands that one of the principals
of Landlord is also one of the principals of Alexander Summer, L.L.C.
SECTION 42. PERSONAL LIABILITY.
Notwithstanding anything to the contrary provided in this Lease, it is
specifically understood and agreed, such agreement being a primary consideration
for the execution of this Lease by Landlord, that there shall be absolutely no
personal liability on the part of the Landlord, its successors, assigns or any
mortgagee in possession (for the purposes of this Section, collectively referred
to as "Landlord"), with respect to any of the terms, covenants and conditions of
this Lease, and that Tenant shall look solely to the equity of Landlord in the
Building for the satisfaction of each and every remedy of Tenant in the event of
any breach by Landlord of any of the terms, covenants and conditions of this
Lease to be performed by Landlord, such exculpation of liability to be
absolutely and without any exceptions whatsoever.
SECTION 43. SIGNS AND ADVERTISING.
Tenant will not place or suffer to be placed or maintained on the exterior
of the Premises any additional sign or advertising matter, and will not place or
maintain any additional decoration, lettering or advertising matter on the glass
or other surface of any window or door or corridor wall of the Premises, without
first obtaining Landlord's written approval thereof; and Tenant further agrees
to maintain such sign, declaration, lettering, advertising
16
matter or other thing as may be approved in good condition and repair at all
times and in compliance with applicable law.
SECTION 44. DELIVERY OF POSSESSION.
Landlord will not be responsible if he is unable to deliver possession on
the commencement date shown above. Landlord will use his best efforts to deliver
on the commencement date or as soon thereafter as possible and rent will be
abated on a daily basis until possession is delivered to Tenant. Delay in
deliver of possession will not lengthened the term of this Lease which will
terminate in any event on the termination date shown above.
SECTION 45. ISRA COMPLIANCE.
A. Tenant shall, at Tenant's own expense, comply with the Industrial Site
Recovery Act, N.J.S.A. 13:1K-6, et seq. and the regulations promulgated
thereunder ("ISRA") . Tenant shall, at Tenant's own expense, make all
submissions to, provide all information to, and comply with all requirements of,
the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey
Department of Environmental Protection ("NJDEP"). Should the Bureau or any other
division of NJDEP determine that a cleanup plan be prepared and that a cleanup
be undertaken because of spills or discharges of hazardous substances or wastes
at the premises which occur during the term of this Lease, then Tenant shall, at
Tenant's own expense, prepare and submit the required plans and financial
assurances, and carry out the approved plans if such spills and discharges were
caused by Tenant or resulted from Tenant's operation. Tenant's obligations under
this paragraph shall arise if there is any closing, terminating or transferring
of operations of an industrial establishment at the premises pursuant to ISRA.
At no expense to Landlord, Tenant shall promptly provide all information
requested by Landlord for preparation of non-applicability affidavits and shall
promptly sign such affidavits when requested by Landlord. 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
spills or discharges of hazardous substances or wastes at the Premises which
occur during the term of this Lease if such spills and discharges were caused by
Tenant or resulted from Tenant's operation; and from all fines, suits,
procedures, claims and actions of any kind arising out of Tenant's failure to
provide all information, make all submissions and take all actions required by
the ISRA Bureau or any other division of NJDEP. Tenant's obligations and
liabilities under this paragraph shall continue so long as Landlord remains
responsible for any spills or discharges of hazardous substances or wastes at
the premises which occur during the term of this Lease. Tenant's failure to
abide by the terms of this Paragraph shall be restrainable by injunction.
B. Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any biologically or chemically active or
other hazardous substances, or materials. Tenant shall not allow the storage or
use of such substances or materials in any manner not sanctioned by law or by
the highest standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought into the Project any such
materials or substances except to use in the ordinary course of Tenant's
business, and then only after written notice is given to Landlord of the
identity of such substances or materials. Without limitation, hazardous
substances and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 9601 et seq., any applicable state or local laws and
the regulations adopted under these Acts. If any lender or governmental agency
shall ever
17
reasonably require testing to ascertain whether or not there has been release of
hazardous materials, then the reasonable costs thereof shall be reimbursed by
Tenant to Landlord upon demand as additional charges if such requirement applies
to the Premises, provided that any such required testing is not in connection
with a sale or refinancing of the land or building, nor resulting from a spill,
discharge or release by the Landlord or other Tenants. In addition, Tenant shall
execute affidavits, representations and the like from time to time at Landlord's
request concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant shall
indemnify Landlord in the manner elsewhere provided in this Lease from any
release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The
within covenants shall survive the expiration or earlier termination of the
Lease term.
SECTION 46. PREPARATION OF LEASE NOT TO CONSTITUTE OFFER.
Preparation of the within Lease and submission to the Tenant do not
constitute an offer to Lease or an option to Lease. The within document shall be
of no force and effect unless and until the same is executed by both parties,
each receives a copy from the other, and the Tenant pays to the Landlord the
appropriate security deposit and advance rents and the checks for the same have
cleared through the Landlord's account.
IN WITNESS WHEREOF, the parties have hereunto caused these presents to be
signed by their proper corporate officers or representatives of the partnership,
as the case may be, on the day and year set forth at the heading of the within
Lease Agreement.
WITNESS: 55 MADISON ASSOCIATES, LLC, a
New Jersey Limited Liability
Company, Landlord
By: /s/ ILLEGIBLE
--------------------------- ------------------------------
Operating Manager
WITNESS: iName, Tenant
By: /s/ Xxx Xxxxxxx
--------------------------- ------------------------------
18
EXHIBIT A
[ILLEGIBLE] of Morristown
[ILLEGIBLE] Xxx Xxx 0X, 0X, 00X, 00 Xxxxxxx Xx.
|_| No property tax identification number is available on the date of this Deed.
(Check box if applicable.)
Property. The property consists of the land and all the buildings and
structures on the land of the Town of Morristown, County of Xxxxxx and State of
New Jersey. The legal description is:
BEGINNING at a point in the southerly line of Madison Avenue, distance thereon
377.60 feet easterly from the intersection of the said south line of Madison
Avenue and the easterly line of Intestate Route [ILLEGIBLE] Ramp "G" (both lines
extended so to meet) and from thence running:
1. Along the westerly line of lands now or formerly of X.X. Xxxxxx South 25
degrees, 31 minutes 13 seconds West, 439.82 feet to a point in the
northeasterly line of lands now or formerly of Xxxxxxx Village, thence
2. Along said northeasterly line of Xxxxxxx Village, North 35 degrees 40
minutes 15 seconds West, 71.39 feet to a point, thence
3. Along the southwesterly line of said Xxxxxxx Village, South 62 degrees, 03
minutes 12 seconds West, 71.39 feet to a point, thence
4. Along the southwesterly line of said Xxxxxxx Village, South 28 degrees 26
minutes 02 seconds East, 224.59 feet to a point, thence
5. Along the northwesterly line of Xxxxxxx Village and the northwesterly line
of lands now or formerly of X.X. Xxxxxxxx Xxxxx, [ILLEGIBLE]. et als),
South 77 degrees 22 minutes 45 seconds West, 284.64 feet to a point in
said easterly line of relocated South Street, thence "Xxxxxxx X. Xxxxx,
Xx., Inc. (erroneously shown as
6. Northerly along said easterly line of relocated South Street on a curve to
the left having a radius of 433.00 feet, an arc distance of 99.32 feet to
a point of reverse curvature, thence
7. Still along the same on a curve to the right having a radius of 135.53
feet, an arc distance of 75.17 feet to a point of tangency in said
easterly line of Ramp "G", thence
8. Along said easterly line of Ramp "G", North 15 degrees, 02 minutes 31
seconds East, 597.67 feet to a point of curvature, thence
9. On a curve to the right having a radius of 41.05 feet, an arc distance of
69.70 feet to a point of tangency in said southerly line of Madison
Avenue, thence
10. Along said southerly line of Madison Avenue, South 67 degrees 40 minutes
25 seconds East, 331.05 feet to the point and place of Beginning.
TOGETHER WITH rights of access to South Street contained in Book 2224,
[ILLEGIBLE] being in accordance with a survey dated September 14, 1971, revised
to November 29, 1982, made by Xxxxxx X. Xxxxxxx Assoc., Inc., Xxxx X. Xxxxxx
Land Surveyor.
Subject to slope rights contained in Deed Book 2026, page 182 and Deed
Book 2196, page 266; denial of direct access rights contained in Deed Book
2196, page 266; Utility Grant in Deed Book 2231, page 3; Ten-Foot wide Sanitary
Sewer Easement and Agreement respecting parking rights recited in Deed Book
2314, page [ILLEGIBLE] Terms of Easement in Deed Book 2224, page 272; further
SUBJECT to the rights or claims of parties in possission not shown by he public
[ILLEGIBLE] SUBJECT to a certain Agreement by and between Billing & Sons
Contracting Corp. and Xxxxxxx X. Xxxxx, Xx., Inc. dated February 2, 1974
respecting certain property rights and obligations. SUBJECT to such further
restrictions, covenants, reservations and easements of record, such [ILLEGIBLE]
of facts as may be disclosed by an accurate survey and inspection of the
premises; the rights of tenants and other parties in possession under recorded
or unrecorded Lease Agreements; all rights of the public, if any, in and to all
rights-of-way, streets, roads and highways traversing adjoining or abutting the
premises;
EXHIBIT B
RULES AND REGULATIONS
1. Lessee shall not (a) obstruct or permit its employees, agents,
servants, invitees or licensees to obstruct, in any way, the sidewalks, entry
passages, corridors, halls, stairways or elevators of the Building, or use the
same in any way other than as a means of passage to and from the offices of
Lessee; (b) bring in, store, test or use any materials in the Building which
could cause a fire or an explosion or produce any fumes or vapor; (c) make or
permit any improper noises in the Building; (d) smoke in any elevator; throw
substances of any kind out of windows or doors, or down the passages of the
Building, or in the halls or passageways, sit on or place anything upon the
window xxxxx; or (e) clean the windows.
2. Waterclosets and urinals shall not be used for any purpose other
than those for which they were constructed, and no sweepings, rubbish, ashes,
newspaper or any other substances of any kind shall be thrown into them. Waste
and excessive or unusual use of electricity or water is prohibited.
3. The windows, doors, partitions and lights that reflect or admit
light into the halls or other places of the Building shall not be obstructed. NO
SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR
DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS.
4. No contract of any kind with any supplier of towels, water, ice,
toilet articles, waxing, rug shampooing, venetian blind washing, furniture
polishing, lamp servicing, cleaning of electrical fixtures, removal of waste
paper, rubbish or garbage, or other like service shall be entered into by
Lessee, nor shall any vending machine of any kind be installed in the Building
without the prior written consent of Lessor.
5. When electric wiring of any kind is introduced, it must be
connected as directed by Lessor, and no stringing or cutting of wires will be
allowed, except with the prior written consent of Lessor, and shall be done only
by contractors approved by Lessor. The number and location of telephones,
telegraph instruments, electric appliances, call boxes, etc., shall be approved
by Lessor. No tenant shall lay floor covering so that the same shall be in
direct contact with the floor of the Premises; and if floor covering is desired
to be used, an interlining of builder's deadening felt shall be first affixed to
the floor by a paste or other material, the use of cement or other similar
adhesive material being expressly prohibited.
6. Lessor shall have the right to prescribe the weight, size and
position of all safes and other bulky or heavy equipment and all freight brought
into the Building by any tenant; and the time of moving the same in and out of
the Building. All such moving shall be done under the supervision of Lessor.
Lessor will not be responsible for loss or damage to any such equipment or
freight from any cause; but all damage done to the Building by moving or
maintaining any such equipment or freight shall be repaired at the expense of
Lessee. All safes shall stand on a base of such size as shall be designated by
Lessor. Lessor reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight which violates any of
these Rules and Regulations of the Lease of which these Rules and Regulations
are a part.
7. No machinery of any kind or articles of unusual weight or size
will be allowed in the Building, without the prior written consent of Lessor.
Business machines and mechanical
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equipment shall be placed and maintained by Lessee at Lessee's expense, in
settings sufficient, in Lessor's judgment, to absorb and prevent vibration,
noise and annoyance to other tenants.
8. No additional lock or locks shall be placed by Lessee on any door
in the Building, without the prior written consent of Lessor. Two keys will
initially be furnished to Lessee by Lessor; two additional keys will be supplied
to Lessee by Lessor, upon request, without charge; any additional keys requested
by Lessee shall be paid for by Lessee. Lessee, its agents and employees, shall
not have any duplicate key made and shall not change any lock. All keys to doors
and washrooms shall be returned to Lessor on or before the Termination Date,
and, in the event of a loss of any keys furnished, Lessee shall pay Lessor the
cost thereof.
9. Lessee shall not employ any person or persons for the purpose of
cleaning the Premises, without the prior written consent of Lessor, which shall
not be unreasonably withheld or delayed. Lessor shall not be responsible to
Lessee for any loss of property from the Premises however occurring, or for any
damage done to the effects of Lessee by janitors or any of its employees, or by
any other person or any other cause.
10. No bicycles, vehicles (except wheelchairs) or animals of any
kind shall be brought into or kept in or about the Premises.
11. The requirements of Lessee will be attended to only upon
application at the office of Lessor. Employees of Lessor shall not perform any
work for Lessee or do anything outside of their regular duties, unless under
special instructions from Lessor.
12. The Premises shall not be used for lodging or sleeping purposes,
and cooking therein is prohibited.
13. Lessee shall not conduct, or permit any other person to conduct,
any auction upon the Premises; manufacture or store goods, wares or merchandise
upon the Premises, without the prior written approval of Lessor, except the
storage of usual supplies and inventory to be used by Lessee in the conduct of
its business; permit the Premises to be used for gambling; make any unusual
noises in the Building; permit to be played any musical instrument in the
Premises; permit to be played any radio, television, recorded or wired music in
such a loud manner as to disturb or annoy other tenants; or permit any unusual
odors to be produced upon the Premises.
14. Lessee will be entitled to access to the building by master key
during non-business or overtime hours; it shall be Lessee's responsibility to
secure the premises at the non-business hours when Lessee enters or leaves the
building.
15. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, shades or screens shall be attached to or
hung in, or used in connection with, any window or door of the Premises, without
the prior written consent of Lessor. All blinds must be of a quality, type,
design, and color, and attached in a manner approved by Lessor.
16. Canvassing, soliciting and peddling in the Building are
prohibited, and Lessee shall cooperate to prevent the same.
17. There shall not be used in the Premises or in the Building
either by Lessee or by others in the delivery or receipt of merchandise,
supplies or equipment, any hand trucks except those equipped with rubber tires
and side guards. No hand trucks will be allowed in passenger elevators.
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18. Each tenant, before closing and leaving the Premises, shall
ensure that all windows are closed and all entrance doors locked.
19. Lessor shall have the right to prohibit any advertising by
Lessee which in Lessor's opinion tends to impair the reputation of the Building
or its desirability for offices, and upon written notice from Lessor, Lessee
shall refrain from or discontinue such advertising.
20. Lessor hereby reserves to itself any and all rights not granted
to Lessee hereunder, including, but not limited to, the following rights which
are reserved for Lessor's purposes in operating the Building: (a) the exclusive
right to the use of the name of the Building for all purposes, for himself or
anyone he might designate, except that Lessee may use the name as its business
address and for no other purpose; (b) the right to change the name or address of
the Building, without incurring any liability to Lessee for so doing; (c) the
right to install and maintain a sign or signs on the exterior of the Building;
(d) the exclusive right to use or dispose of the use of the roof of the
Building; (e) the right to limit the space on the directory of the Building
allotted to Lessee; (f) the right to grant to anyone the right to conduct any
particular business or undertaking in the Building.
21. Lessee shall list all articles to be taken from the Building
(other than those taken out in the usual course of business of Lessee) on
Lessee's letterhead, or a blank which will be furnished by Lessor. Such list
shall be presented at the office of the Building for approval before such
articles are taken from the Building.
22. Except as provided in paragraph 24, Lessee shall have the
non-exclusive right to use in common with Lessor and other tenants of the
Building and their employees and invitees the unassigned parking areas provided
by Lessor for the parking of passenger automobiles. Lessor may issue parking
permits, install a gate system, and impose any other system as Lessor deems
necessary for the use of the parking area. Lessee agrees that it and its
employees and invitees shall not park their automobiles in parking spaces
allocated to others by Lessor and shall comply with such rules and regulations
for use of the parking area as Lessor may from time to time prescribe. Lessor
shall not be responsible for any damage to or theft of any vehicle in the
parking area and shall not be required to keep parking spaces clear of
unauthorized vehicles or to otherwise supervise the use of the parking area.
Lessor reserves the right to change any existing or future parking area, roads
or driveways, and may make any repairs or alterations it deems necessary to the
parking area, roads and driveways and to temporarily revoke or modify the
parking rights granted to Lessee hereunder.
23. Lessee shall not use the Premises or permit the Premises to be
used for the sale of food or beverages.
24. This Lessee shall have the right to eleven (11) spaces of which
three (3) are assigned parking space to be designated by the Lessor. Additional
parking shall be on a nonexclusive unreserved basis.
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