L E A S E
THIS Lease, dated October 8, 1996,
Between Xxxxxxx X. Xxxxx Realty Company, (hereinafter
referred to as the
"Landlord")
and
Xxxx Xxxx & Co., Inc. (hereinafter referred to as the "Tenant"),
WITNESSETH: That the Landlord hereby demises and leases
unto the Tenant,
and the Tenant hereby hires and takes from the Landlord for the
term and upon
the rentals hereinafter specified, the premises described as
follows, situated in
the Borough of Shrewsbury, County of Monmouth and State of
New Jersey.
Premises: 4,774 square feet, located on the ground floor at
Lincoln Center,
000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
Term: The term of this demise shall be for five (5) years,
beginning January
1, 1997* (*OR SUCH DATE 14 DAYS AFTER LANDLORD
GIVES
WRITTEN NOTICE THAT THE "BUILD-OUT WORK" TO
BE DONE BY
THE LANDLORD AS SET FORTH ON PAGE 2 HAS BEEN
COMPLETED.
TENANT SHALL NOT BE OBLIGATED TO PAY RENT
UNTIL THE
COMMENCEMENT OF SAID TERM AS PROVIDED
HEREIN), and ending
December 31, 2001. The Tenant shall have the option to renew
the Lease for an
additional five (5) years. The Tenant must notify the Landlord,
in writing, of its
intention to renew the Lease at least ninety (90) days prior to
the end of the
Term herein. If the Tenant does not so notify the Landlord of its
intention by
this date and after thirty (30) days from the date of written
notice by the
Landlord terminating the option, the Landlord shall have no
obligation to
accept the exercise of the option. The payment terms of the
option shall be
described below. The Tenant shall be given access to the
premises forty-five
(45) days prior to the commencement date for purpose of
installing wire, cables
and the like.
Rent: The base rent will be S15.00 per square foot. The base
rent will be
fixed for the first two (2) years of the term. The rent will then
be increased,
commencing with the third (3rd) year of the Lease, and
continuing through the
fifth (5th) year of the initial Lease term, based upon the formula
set forth in
Paragraphs 29 and 30 herein. If the Tenant shall exercise its
option and renew
the Lease, the sixth (6th) and seventh (7th) years of the Lease
would be fixed at
the rent charged in the fifth (5th) year of the Lease. Thereafter,
the eighth
(8th), ninth (9th) and tenth (10th ) years' rent would be
increased pursuant to
the formula set forth in Paragraphs 29 and 30 herein.
The Landlord will provide a "build-out" allowance of $15.00
per square foot for
"build-out" prior to the commencement of the initial Lease, and
$5.00 per
square foot on or before the commencement of the sixth (6th)
year of the Lease
if the Tenant exercises its option to renew the Lease. All "build-
out" work to be
done is to be mutually agreed upon by the parties prior to
commencement of
same. All "build-out" work will be done by the Landlord.
Furthermore, any allowances to be provided by the Landlord to
the Tenant for
design and/or fit-up items, shall be agreed to by the Landlord
and Tenant.
Additionally, with respect to this "build-out" allowance
Landlord will "match"
any bid made for the work submitted by a bona fide third party
builder/contractor retained by the Tenant for the purpose of
providing a bid.
However, since the Landlord will match that bid, the Landlord
will be the only
contractor/builder to do the allowance work. The work
contemplated by the '
build-out/fit-up" allowance is general, customary contracting
work, such as the
installation of lights, ceilings, HVAC, carpet, and the like. It
will not include
any specialized or ultra-custom wiring for computers,
communications systems,
or otherwise, which is requested and/or required by the Tenant.
If the parties
cannot agree on what should be part of the "build-out"
allowance, or cannot
agree that the bid submitted by the bona fide third party
builder/contractor
retained by the Tenant is correct, reasonable and/or consistent
with this Lease,
the parties shall agree on a neutral third party to resolve the
dispute. If that
third party must be utilized, the parties agree to equally bear the
costs of same.
In such event, the commencement date of* (*THE LEASE
TERM SHALL BE
45 DAYS AFTER A DETERMINATION BY SAID
NEUTRAL 3RD PARTY
IS RENDERED OR FROM THE DATE OCCUPANCY IS
TAKEN BY THE
TENANT, WHICHEVER IS EARLIER. CONSEQUENTLY,
TENANT'S
OBLIGATIONS HEREUNDER, INCLUDING THE
PAYMENT OF RENT,
SHALL NOT COMMENCE UNTIL THE FIRST DAY OF
SAID ADJUSTED
LEASE TERM, OR UPON THE DATE OF OCCUPANCY,
WHICHEVER IS
EARLIER).
The said rent is to be payable monthly in advance on the first
day of each
calendar month for the term hereof.
Payment of Rent: At the office of Xxxxxxx X. Xxxxx Realty
Company,
00 0 Xxxxxx at the Common, Xxxxxxxxxx, Xxx Xxxxxx 00000,
or as may be
otherwise directed by the Landlord in writing, sent by certified
mail.
Late Fee: The said rent is to be payable on the first day of
the month but
no later than the tenth day of the month. In the event the Tenant
fails to pay his
rent on or before the tenth day of the month, the Tenant agrees
to pay a late fee
of five (5%) percent of the overdue payment. This late charge
will be collectible
and/or assessed as additional rent. The late fee will be assessed
only to the
second late payment of each calendar year, and for any other
late payments
thereafter in that calendar year.
THE ABOVE LETTING IS UPON THE FOLLOWING
CONDITIONS:
Peaceful Possession
First - The Landlord covenants that the Tenant, on paying the
said rental and
performing the covenants and conditions in this Lease
contained, shall and may
peaceable and quietly have, hold and enjoy the demised
promises for the term
aforesaid.
Purpose
Second - The Tenant agrees to use the demised premises as a
professional
office, and any permitted use, and agrees not to use or permit
the premises to be
used for any other purpose without the prior written consent of
the Landlord
endorsed hereon. The Landlord hereby agrees that it will not
rent other space in
the two (2) buildings of the Lincoln Center to any other
stock/brokerage and/or
investment firm during the term of the Tenant's Lease. The
Landlord is
responsible for obtaining a Certificate of Occupancy or other
approvals required
by the municipality at the commencement of the Lease, and
represents that the
Tenant's use does not violate municipal ordinances.
Default in Payment of Rent - Abandonment of Premises
Re-entry and Reletting by Landlord - Tenant Liable for
Deficiency
Lien of Landlord to Secure - Performance Attorney's Fees
Third - The Tenant shall, without any previous demand
therefore, pay to the
Landlord, or its agent, the said rent at the times and in the
manner provided
above, and if the same shall remain in default for ten days after
becoming due,
or if the Tenant shall be dispossessed for non-payment of rent,
or if the leased
premises shall be deserted or vacated without payment of rent,
the Landlord or
its agents shall have the right by lawful process to enter the said
premises.
Except for the above conditions, the landlord agrees that it will
only re-enter
the premises in the event of an emergency, e.g. a fire, major
leak, etc., and that
any repair personnel will be accompanied by a member of the
Landlord. Such
re-entry by the Landlord shall not operate to release the Tenant
from any
damages as set forth in the next sentence, and/or as provided
and allowed by
law. For the purpose of reletting, the Landlord shall be
authorized to make such
repairs and alterations in or to the leased premises as may be
reasonably
necessary to place the same in good order and condition. The
Tenant shall be
liable to the landlord for the reasonable costs of such repairs or
alterations, and
all expenses of such reletting. If the sum realized or to be
realized from the
reletting is insufficient to satisfy the monthly or term rent
provided in this
Lease, the Landlord may accelerate the entire amount due under
the Lease.
Tenant shall not be entitled to any surplus accruing as a result
of the reletting.
The Tenant agrees to pay, as additional rent, all reasonable
attorney's fees,
court costs and other expenses incurred by the Landlord in
enforcing any of the
obligations under this Lease.
Sub-letting and Assignment
Fourth - The Tenant shall not sub-let the demised premises nor
any portion
thereof, nor shall this Lease be assigned by the Tenant without
the prior written
consent of the Landlord, which consent shall not be
unreasonably withheld,
conditioned or delayed.
Fifth - The tenant has examined the demised premises, and
accepts them in
their present condition* (*THE PARTIES ACKNOWLEDGE
THE
BUILDING WITHIN WHICH THE DEMISES PREMISES IS
LOCATED IS
CURRENTLY UNDER CONSTRUCTION. THUS,
NOTWITHSTANDING
THE AFORESAID, PRIOR TO THE COMMENCEMENT OF
THE LEASE
TERM, TENANT SHALL HAVE THE RIGHT TO INSPECT
SAID
BUILDING TO CONFIRM THAT IT (THE BUILDING
ITSELF, NOT THE
"BUILDOUT" DESIGN) HAS BEEN CONSTRUCTED IN
ACCORDANCE
WITH THE PLANS AND PICTURES PROVIDED AND
REPRESENTATIONS MADE BY THE LANDLORD (THE
PARTIES
RIGHTS REGARDING THE "BUILDOUT' SHALL BE SET
FORTH IN A
SEPARATE AGREEMENT.) (except as otherwise expressly
provided herein or
as modified by the "build-out" to be performed hereunder) and
without any
representations on the part of the Landlord or its agent as to the
present or
future condition of the said premises. The Tenant shall keep the
demised
premises in good condition, as may be necessary to keep it in
good appearance,
excepting normal wear and tear. The Tenant shall quit and
surrender the
premises at the end of the demised term in as good condition as
the reasonable
use thereof will permit. The Tenant shall not make any
alterations, additions,
or improvements to said premises without the prior written
consent of the
Landlord, which consent shall not be unreasonably withheld,
except as noted
herein. It is hereby agreed that the Tenant shall have the right to
make all non-
structural changes with regard to the Tenant's internal premises,
without
obtaining the consent of the Landlord. It is hereby understood
that, if
modifications and/or alterations to the premises are done by the
Tenant,
pursuant to the Lease, the Tenant shall be responsible to ensure
that such
changes comply with all governmental al requirements, which
include! but are
not limited to, the Americans With Disabilities Act ("ADA").
The Landlord
shall be responsible for said compliance for the building,
exclusive of any work
done by the Tenant. All erections, alterations, additions and
improvements,
whether temporary or permanent in character, which may be
made upon the
premises either by the Landlord or the Tenant, except furniture
or movable
trade fixtures installed at the expense of the Tenant, shall be the
property of the
Landlord and shall remain upon and be surrendered with the
premises as part
thereof at the termination of this Lease, without compensation
to the Tenant.
The Tenant further agrees to keep said premises and all parts
thereof in a clean
and sanitary condition and free from trash and inflammable
material.
Additionally, the Tenant is permitted to install phone lines,
phones, security
systems and/or computer lines/wires so long as said installations
and operations
do not materially affect the structure of the demised premises.
Furthermore, the Landlord will agree that, if modifications need
to be made to
the premises prior to occupancy to comply with any federal,
state and/or local
law, same shall be made at Landlord's sole cost and expense,
other than for
modifications necessitated by the use of the Tenant.
Any modifications, alterations, additions and/or improvements
to be made to
the premises prior to occupancy shall be agreed upon by the
Landlord and
Tenant. After the Tenant has occupied the premises, any other
modifications,
alterations, additions and/or improvements requested by the
Tenant shall be
done at the Tenant's sole cost and expense.
Mechanics' Liens
Sixth - In the event that any mechanics' lien is filed against the
premises as a
result of alterations, additions, improvements and/or
modifications made by the
Tenant, the Landlord after thirty (30) days' notice to the Tenant,
may require
the Tenant to bond the lien, in the full amount of the lien
amount claimed, and
the Tenant shall diligently proceed to contest the validity and/or
merits of the
lien. The Tenant shall forthwith reimburse the Landlord for the
total reasonable
expenses incurred by the Landlord in discharging and/or dealing
with said
mechanics' lien, as additional rent under the Lease.
GLASS
Seventh - The Landlord agrees to replace any and all glass
which may become
broken-in and on the demised premises, except for glass which
is broken as a
result of the negligence of the Tenants, its agents, servants
and/or invites.
Liability of Landlord
Eighth - The Landlord shall not be responsible for the loss of or
damage to
property, or injury to persons, occurring in or about the
demised premises,
except as caused by the acts of its agents, contractors, servants,
employees and
invitees. The Tenant shall be responsible for all loss, claims
and/or damage, to
persons or property, on the demised premises which are caused
by the Tenant,
its agents, servants, invitees and/or employees.
Services and Utilities
Ninth - Utilities and services furnished to the demised premises
for the benefit
of the Tenant shall be provided and paid for as follows: water
by the Landlord;
electricity by the Tenant; Landlord will install and supply the
light bulbs; heat
by the Tenant; refrigeration by the Tenant; air conditioning by
the Tenant.
Landlord is responsible for maintenance and upkeep of all
systems.
The Landlord shall not be liable for any interruption or delay in
any of the
above services for any reason caused by events or occurrences
which are beyond
the control of the Landlord.
Rights to Inspect and Exhibit
Tenth - On reasonable notice, the Landlord, or its agents, shall
have the right to
enter the demised premises at reasonable hours with reasonable
advance notice
and subject to U.S. government security restrictions and in the
day, or at night,
in emergency situations, to examine the same, or to run
telephone or other
wires, or to make such repairs, additions or alterations as shall
reasonably be
necessary for the safety or convenience of the occupants or
users thereof (there
being no obligation, however, on the part of the Landlord to
make any such
repairs, additions or alterations), or to exhibit the same to
prospective tenants,
and may place the usual "To Let" signs thereon during the last
ninety (90) days
of the term herein. The Landlord agrees to exercise its rights
hereunder in a
manner so as to cause as little inconvenience and disturbance to
Tenant's daily
business as possible.
Damage by Fire, Explosion, the Elements or Otherwise
Eleventh - In the event of the destruction, in whole or part of
the demised
premises or the building containing the said premises by fire,
explosion, the
elements or otherwise during the term hereby created, or
previous thereto, or
such partial destruction thereof as to the render the premises
untenantable or
unfit for occupancy, or should the demised premises be so badly
injured that '~
the same cannot be repaired within ninety days from the
happening of such
injury, then and in such case the term hereby created shall cease
and become
null and void from the date of such damage or destruction, and
the Tenant shall
immediately surrender said premises and all the Tenant's interest
therein to the
Landlord, and shall pay rent only to the time of such casualty, in
which event
the Landlord may re-enter and possess the premises thus
discharged from this
Lease and may remove all parties therefrom. Should the
demised premises be
rendered untenantable and unfit for occupancy, but yet be
repairable within
ninety days from the happening of said injury, the Landlord may
enter and
repair the same with reasonable speed, and the rent shall not
accrue after said
injury or while repairs are being made, but shall commence
immediately after
said repairs are completed. If the premises shall be so slightly
injured as not to
be rendered in whole or in any part untenantable and unfit for
occupancy, then
the Landlord agrees to repair the same with reasonable
promptness and in that
case the rent accrued and accruing shall not cease or determine.
The Tenant
shall immediately notify the Landlord in case of fire or other
damage to the
premises. The Tenant shall have the option to accept or reject
re-occupation of
the premises only if the damage to the premises affects the
Tenant's ability to
conduct business on the premises. For example, if a small part
of the premises
is damaged, but that part makes the telephone and/or computer
systems
inoperable for the time periods set forth above, the Tenant shall
have the right
to reject the premises.
Observations of Laws, Ordinances, Rules and Regulations
Twelfth - The Tenant agrees to observe and comply with all
laws, ordinances,
rules and regulations of the Federal, State, County and
Municipal authorities
applicable to the Tenant's use of premises. The Landlord agrees
to observe and
comply with all laws, ordinances, rules and regulations of the
federal, state,
county and municipal authorities applicable to the demised
premises (except to
the extent that they are the Tenant's responsibility) and to the
building in which
the demised premises are located. The Tenant agrees not to do
or permit
anything to be done in said premises, or keep anything therein,
which will
increase the rate of fire insurance premiums on the
improvements or any part
thereof, or on property kept therein, or which will obstruct or
interfere with the
rights of other tenants, or conflict with the regulations or the
Fire Department
OL' with any insurance policy upon said improvements or any
part thereof. In
the event of any increase in insurance premiums resulting from
any wrongful
act or omission on the part of the Tenant, the Tenant agrees to
pay said
increase in insurance premiums on the improvements or
contents thereof as
additional rent.
Signs
Thirteenth - No sign, advertisement or notice shall be affixed to
or placed upon
any part of the demised premises by the Tenant, except in such
manner, and of
such size, design and color as shall be approved in advance in
writing by the
Landlord, which approval shall not be unreasonably withheld,
conditioned or
delayed. Signs will conform to all existing signs. Tenant will be
responsible for
the cost of all signs and Landlord shall be responsible for
erecting signs. The
Landlord agrees that, if the municipality allows an exterior sign
to be affixed to
the building, the Tenant shall have the exclusive right to have its
sign erected
thereon, subject to the approval of the municipality.
Subordination to Mortgages and Deeds of Trust
Fourteenth - This Lease is subject and is hereby subordinated to
all present and
future mortgages, deeds of trust and other encumbrances
affecting the demised
premises or the property of which said premises are a part. The
Tenant agrees
to execute, at no expense to the Landlord, a reasonable
instrument which may
be deemed necessary or desirable by the Landlord to further
effect the
subordination of this Lease to any such mortgage, deed of trust
or
encumbrance, provided that same also provides for non-
disturbance of Tenant
by the other party thereto. The Landlord will provide a non-
disturbance letter
from present lenders, and will use best efforts to obtain a non-
disturbance letter
from future lenders.
Rules and Regulations of Landlord
Fifteenth - The rules and regulations regarding the demised
premises, affixed
and/or provided by this Lease, if any, as well as any other and
further
reasonable rules and regulations which shall be made by the
Landlord, shall be
observed by the Tenant and by the Tenant's employee, agents
and customers.
The Landlord reserves the right to rescind any presently existing
rules
applicable to the demised premises, and to make such other and
further
reasonable rules and regulations as in its judgment, may from
time to time be
desirable for the safety, care and cleanliness of the premises,
and for the
preservation of good order therein, which rules, when so made
and ten (10)
days' notice thereof given to the Tenant, shall have the same
force and effect as
if originally made a part of this Lease. Such other and further
rules shall not,
however, be inconsistent with the proper and rightful enjoyment
by the Tenant
of the demised premises. The Landlord understands and is
aware of the
Tenant's desire that any adoption, modification and/or rescission
of any rules
and/or regulations not adversely affect its rights as a Tenant.
The Landlord will
use it; best efforts to ensure that this does not arbitrarily occur
and/or happen.
Violations of Covenants, Forfeiture of Lease, Re-entry by
Landlord- Non-
Waiver of Breach
Sixteenth - In case of violation by the Tenant of any of the
covenants
agreements and conditions of this Lease r or of the rules and
regulations now or
hereafter to be reasonably established by the Landlord, and
upon failure to
discontinue such violation within thirty (30) calendar days after
written notice
thereof given to the Tenant, this Lease shall thenceforth, at the
option of the
Landlord, become null and void. The Landlord shall have the
right to re-enter
the premises pursuant to an order and/or Judgment of a court of
competent
jurisdiction. The rent in such case which shall become due will
be apportioned
and paid on and up to the day of such re-entry, and the Tenant
shall be liable
for all loss or damage resulting from such violation as aforesaid.
No waiver by
the Landlord of any violation or breach of condition by the
Tenant shall
constitute or be construed as a waiver of any other violation or
breach of
condition, nor shall lapse of time after breach of condition by
the Tenant before
the Landlord shall exercise its option under this paragraph
operate to defeat the
right of the Landlord to declare this Lease null and void and to
re-enter upon
the demised premises where the said breach or violation
continues.
Notices
Seventeenth - All notices and demands, legal and otherwise,
incidental to this
Lease, or the occupation of the demised premises, shall be in
writing. If the
Landlord or its agent desires to give or serve upon the Tenant
any notice or
demand, it shall be sufficient to send a copy thereof by
registered mail,
addressed to the Tenant at the demised premises or to post a
copy thereof upon
the door to said premises, together with a copy sent to the
President of the
Tenant at 00 Xxxx Xxxxxx, Xxxxx ^ Orange, New Jersey 07052,
or such other
address as designated by the Tenant in writing to the Landlord
at a later date.
Notices from the Tenant to the Landlord shall be sent by
registered mail or
delivered to the Landlord at the place hereinbefore designated
for the payment
of rent, or to such party or place as the Landlord may from time
to time
designate in writing.
Bankruptcy, Insolvency, Assignment for Benefit of Creditors
Eighteenth - It is further agreed that if at any time during the
term of this Lease
the Tenant shall make any assignment for the benefit of
creditors, or be decreed
insolvent or bankrupt according to law, or if a receiver shall be
appointed for
the Tenant, then the Landlord may, at its option, terminate this
Lease, exercise
of such option to be evidenced by notice to that effect served
upon the assignee,
receiver, trustee or other person in charge of the liquidation of
property of the
Tenant or the Tenant's estate, but such termination shall not
release or
discharge any payment of rent payable hereunder and then
accrued, or any
liability then accrued by reason of any agreement or covenant
herein contained
on the part of the Tenant, or the Tenant's legal representatives.
Holding Over by Tenant
Nineteenth - In the event that the Tenant shall remain in the
demised premises
after the expiration of the term of this Lease or extension of
same without
having executed a new written Lease or extension with the
Landlord, said
holding over shall not constitute a renewal or extension of this
Lease. The
Landlord may, at its option, elect to treat the Tenant as one
who has not
removed at the end of his term, and thereupon be entitled to all
the remedies
against the Tenant provided by law in that situation, or the
Landlord may elect,
at its option, to construe such holding over as a tenancy from
month to month,
subject to all the terms and conditions of this Lease, except as
to duration
thereof, and in that-event the Tenant shall pay monthly rent in
advance at the
rate provided herein as effective during the last month of the
demised term.
Eminent Domain, Condemnation
Twentieth - If the property wherein the demised premises are
located shall be
taken by public or quasi-public authority under any power of
eminent domain
or condemnation, this Lease, at the option of either party, by
notice given in
writing to the other party, shall terminate. As of the date of this
Lease, the
Landlord represents that it has no knowledge, nor has it
received any notice,
regarding eminent domain proceedings affecting the subject
premises.
Security Deposit
Twenty-first - DELETED.
Delivery of Lease
Twenty-second - No rights are to be conferred upon the Tenant
until this Lease
has been signed by the Landlord, and an executed copy of the
Lease has been
delivered to the Tenant.
Lease Provisions Not Exclusive
Twenty-third - The foregoing rights and remedies are not
intended to be
exclusive but as additional to all rights and remedies the
Landlord would
otherwise have by law.
Lease Binding on Heirs, Successors, Etc.
Twenty-fourth - All of the terms, covenants and conditions of
this Lease shall
inure to the benefit of and be binding upon the respective
successors and
assigns of the parties thereto. However, in the event of the
death of the Tenant,
if an individual, the Landlord may, at its option, terminate this
Lease by
notifying the executor or administrator of the Tenant at the
demised premises.
Twenty-fifth - This Lease and the obligation of Tenant to pay
rent hereunder
and perform all of the other covenants and agreements
hereunder on part of
Tenant to be performed shall in no way be affected, impaired or
excused
because Landlord is unable to supply or is delayed in supplying
any service
expressly or implied to be supplied or is unable to make, or is
delayed in
making any repairs, additions, alterations or decorations or is
unable to supply
or is delayed in supplying any equipment or fixtures if Landlord
is prevented or
delayed from so doing by reason of governmental preemption in
connection
with a National Emergency declared by the President of the
United States or in
connection with any rule, order or regulation of any department
or subdivision
thereof of any governmental agency or by reason of the
conditions of supply
and demand which have been or are affected by the war. The
provisions of this
Paragraph are to be read in conjunction with Paragraph
Eleventh above.
Twenty-sixth - This instrument may not be changed orally.
Indemnification
Twenty-seventh - (a) Tenant agrees that the use of the demised
premises by
itself its agents, contractors, employees and servants, is at its
own risk and
hereby releases Landlord and its agents, servants, contractors,
and employees
from any and all claims and demands of every kind resulting
from any
accident, damage or injury occurring therein, except as due to
Landlord's
negligence or willful act.
(b) Landlord shall not be responsible or liable to Tenant or any
other party for
any loss or damage that may be occasioned by or through the
acts or omissions
of persons occupying any part of the demised premises or any
premises adjacent
to or connected directly or indirectly with the demised premises,
including but
not limited to premises above or below the demised premises or
any part of the
building of which the demised premises are a part or any
persons transacting
any business in and/or on the building for any other purpose, or
for any loss or
damage resulting to Tenant or its property from any burst,
stopped or leaking
water, gas, sewer sprinkler or steam pipes or plumbing fixtures
or by operation
or construction of any private, public or quasi-public work,
unless same is
occasioned by the Landlord's own negligence or willful or
intentional act.
Landlord shall be liable for any latent defect in the building of
which the
demised premises are a part or from any failure of or defect in
any electric line,
plumbing, roof leak, circuit or facility, with the exception of the
Tenant's
individual electric system. All property kept, stored or
maintained in the
demised premises or elsewhere in the building shall be so kept,
stored or
maintained at the sole risk of Tenant.
(c) Tenant shall hold Landlord, its officers, directors, agents and
employees
harmless from and defend Landlord against and from any and all
claims,
liability, damage or loss, and from and against all costs and
expenses, including
reasonable attorneys' fees in connection therewith, arising out of
any injury to
or death of any person or damage to or destruction of the
demised premises and
any other portion of the building, as caused by the Tenant, and
except for any
cause resulting solely from the negligence or willful act of
Landlord, its
authorized agents or employees and, if occurring on or about
the building,
when such injury or damage shall be caused in whole or in part
by the act.
neglect, default or omission of Tenant, its agents, employees or
invitees or
otherwise by any conduct or transactions or any of said persons
in or about or
concerning the premises, including any failure of Tenant to
observe or perform
any of its obligations hereunder. The provisions of this
paragraph shall survive
the termination of this Lease with respect to any damage, injury
or death
occurring prior to such termination. The Tenant shall not have
any obligation
to indemnify the Landlord for any injuries, damages and/or
claims which arise
as a result of the negligence, acts and/or omissions of the
Landlord.
Furthermore, the Tenant will not have to indemnify the landlord
for any
damages and/or loss as a result of any injury or damage
occurring on or about
any portion of the common area or elsewhere on or about the
building, except
when such injury loss and/or damage shall be caused by the
acts, omissions to
act, negligence, gross negligence and/or willful act of the
Tenant, its agents,
employees or invitees.
Insurance
Twenty-eighth - Tenant covenants to provide, at Tenant's sole
cost and
expense, on or before the earlier of: (1) the commencement of
the date of the
term hereof; or (2) Tenant's entering upon the Demised
Premised for the
purpose of doing all or any part of Tenant's work, and to keep
in full force and
effect during the entire term and so long thereafter as Tenant, or
anyone
claiming by, through or under Tenant, shall occupy the Demised
Premises, insurance coverage, written by an insurer rated A-1
or better,
licensed to do business 1n the State of New Jersey, as follows:
(A) A policy or policies (and Certificate(s) evidencing same) of
Comprehensive
Public Liability insurance with broad form contractual and
personal injury
liability endorsements with respect to the Demised Premises or
any
appurtenances thereto, and the business carried on therein, on
terms approved
in writing by Landlord, in which insurance both Tenant and
Landlord shall be
covered by limits of liability in amounts (not less than
$1,000,000.00 for injury
or death to any one person and $3,000,000.00 for injury or
death to more than
one person and $1,000,000.00 with respect to property damage,
by water or
otherwise for each occurrence) as shall be reasonable
satisfactory to Landlord,
from time to time. Tenant Xxxxxxx prior to occupancy or
commencement of
Tenant's work, provide the Landlord Certificates of Insurance
evidencing the
coverage specified in this paragraph, which certificates shall
name as
additional insured: Landlord its affiliate and its authorized
agent.
(b) All Risk Property Coverage Insurance in an amount
adequate to cover both
Landlord and Tenant as to their respective interests therein, for
the full cost of
replacement of all improvements and betterments, personal
property
declarations, trade fixtures, furnishings, equipment in the
Demised Premises
and all contents therein.
(c) All of the aforesaid insurance and any other insurance and
any other
insurance policies of Tenants shall be considered primary
insurance and, except
for workers' compensation, shall be issued in the name of
Tenant and name as
additional insurers and loss payees Landlord and any designees
and/or
mortgagees of Landlord, and shall be written by one or more
reasonable,
licensed insurance companies satisfactory to Landlord and in a
form
satisfactory to Landlord; all such insurance shall contain
endorsements
providing for at Lease thirty (30) days prior written notice to
Landlord of any
material change in or cancellation of such policy or coverage; all
such
insurance policies shall contain a waiver of subrogation in
respect of Landlord.
(d) With respect to the Demised Premises and the contents,
improvements, and
betterments therein, Landlord shall not be liable for any damage
by fire or other
peril includable in the coverage afforded by the standard form of
all risk
property coverage insurance (whether or not such coverage is
in effect), no
matter how caused, it being understood that the Tenant will
look solely to
Tenant's insurer for reimbursement.
(e) Upon failure at any time on the part of Tenant to procure
and deliver to
Landlord the policy(ies) and certificate(s) of insurance, as
hereinabove
provided, Landlord may, in its sole discretion, as often as such
failure shall
occur, procure such insurance and pay the premium therefore,
and for any sums
paid by Landlord for insurance Landlord shall have all the
remedies provided
for in this Lease or by Law for the collection of rent. Payment
by Landlord of
such premium or the carrying by Landlord of any such policy
shall not be
deemed to waive or release the default of Tenant with respect
thereto. Tenant's
failure to provide and keep in force the aforementioned
insurance shall be
regarded as a Default hereunder entitling Landlord to exercise
any or all of the
remedies as provided in this Lease.
Twenty-nine - The rent will be increased by the lesser of 5% or
the Consumer
Price Index (CPI), published by the Bureau of Labor Statistics,
U.S.
Department of Labor, for Northern New Jersey, at the end of
each year for the
term of the Lease, except as modified herein. The above
increase is not
computed on the aggregate of the increases but on the rent
charged the previous
year.
Thirty - The rent shall be increased by the Tenant's pro rata
share of any
increase in municipal taxes, using the calendar year 1997 as the
base year
provided that the building is fully assessed by the municipality.
If the building
is not fully assessed by the municipality, the Tenant shall be
responsible for its
Pro rata share of any increase in the municipal taxes, based
upon the
assessment given by the municipality, whether it is fully or
partially assessed.
The Tenant's "pro rata share" is defined as the percentage of the
Tenant's
square footage relative to the entire square footage of the
building.
Thirty-one - Landlord shall be responsible for the maintenance
of all common
hallways, stairs, landscaping and parking areas, and shall keep
same in a clean
condition, free from debris, trash refuse, snow and ice.
IN WITNESS WHEREOF, the said Parties have hereunto set
their hands and
seals the day and year first above written.
Witness: XXXXXXX X. XXXXX REALTY
COMPANY,
LANDLORD
/s/ Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Witness: XXXX, XXXX & CO., INC.,
TENANT
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx, President
