LEASE
between
BEST BUILDING LLC
"Landlord"
and
LIVERPOOL ADVISORS LLC
"Tenant"
______, 2016
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TABLE OF CONTENTS
ARTICLE 1 - BUILDING, PREMISES AND TERM 1
1.1. Building. 1
1.2. Premises. 1
1.3. Term 1
1.4. Delivery and Acceptance of Premises.. 2
1.5. Initial Tenant Work.. 2
ARTICLE 2 - RENT 5
2.1. Rent - Generally. 5
2.2. Fixed Rent. 5
2.3. Tax Payments. 7
2.4. Operating Payments 9
ARTICLE 3 - TENANT'S USE AND OCCUPANCY 13
3.1. Use of Premises. 13
3.2. Building Rules and Regulations. 13
3.3. Use of Public Areas. 13
3.4. Parking. 13
3.5. Tenant's Signage. 14
ARTICLE 4 - UTILITIES AND SERVICES 14
4.1. Definitions. 14
4.2. Electricity. 14
4.3. Water. 15
4.4. Utilities. 15
4.5. Access. 16
4.6. Cleaning. 16
4.7. Building Directory. 16
4.8. Interruptions. 16
ARTICLE 5 - TENANT'S ALTERATIONS, IMPROVEMENTS AND PROPERTY 17
5.1. Tenant's Alterations. 17
5.2. Tenant's Improvements and Tenant's Property. 19
5.3. Title, Mechanics Liens, Union Conflicts, Etc.. 20
ARTICLE 6 - RESERVATION OF REAL PROPERTY; LANDLORD'S ACCESS 20
6.1. Reservation of Real Property. 20
6.2. Landlord's Access to Premises. 21
ARTICLE 7 - QUIET ENJOYMENT; UNDERLYING INTERESTS 21
7.1. Quiet Enjoyment. 21
7.2. Underlying Interests. 21
ARTICLE 8 - BASIC LEASE OBLIGATIONS 23
8.1. Insurance. 23
8.2. Indemnification. 23
8.3. Compliance with Laws. 24
8.4. Repairs and Maintenance. 24
8.5. Damage and Destruction. 24
8.6. Condemnation. 26
8.7. Compliance with ISRA. 26
8.8. Other Environmental Laws. 27
8.9. Landlord's Environmental Obligations. 27
ARTICLE 9 - ASSIGNMENT, SUBLETTING AND MORTGAGING 27
9.1. General Prohibition. 27
9.2. Recapture. 28
9.3. Consent. 28
9.4. Profits. 30
9.5. Miscellaneous. 31
ARTICLE 10 - SURRENDER; HOLDOVER 32
10.1. Surrender. 32
10.2. Holdover. 33
ARTICLE 11 - DEFAULT BY TENANT; LANDLORD'S REMEDIES 33
11.1. Events of Default. 33
11.2. Termination, Re-Entry, Damages, Etc.. 34
11.3. Late Payments of Rent. 35
11.4. Landlord's Cure and Enforcement Rights. 35
11.5. Additional Remedies. 35
11.6. Security. 36
11.7. Landlord's Lien. 37
ARTICLE 12 - LIMITATIONS ON LANDLORD'S LIABILITY 37
12.1. Limitation to Landlord's Estate. 37
12.2. No Liability For Certain Damages, Etc. 38
12.3. Events of Force Majeure. 38
ARTICLE 13 - GENERAL DEFINITIONS 38
ARTICLE 14 - MISCELLANEOUS 41
14.1. Notices. 41
14.2. Brokerage. 41
14.3. Estoppel Certificates. 41
14.4. Affirmative Waivers. 41
14.5. No Waivers. 42
14.6. No Representations. 42
14.7. Memorandum of Lease. 42
14.8. Financial Statements. 42
14.9. Notice to Lender. 42
14.10. Americans With Disabilities Act. 42
14.11. Governing Law, Entire Agreement, Severability, Etc.. 43
ARTICLE 15 - ADDITIONAL PROVISIONS 44
15.1. Renewal Options. 44
15.2. Expansion Rights. 47
15.3. Termination Option. 47
15.4. Rooftop Installations. 47
SCHEDULE A THE PRELIMINARY PLAN
EXHIBITS
EXHIBIT A THE LAND
EXHIBIT B THE PREMISES
EXHIBIT C RULES AND REGULATIONS
EXHIBIT D JANITORIAL SPECIFICATIONS
EXHIBIT E ALTERATIONS RULES AND REGULATIONS
EXHIBIT F BUILDING STANDARD FINISH SPECIFICATIONS
EXHIBIT G TENANT'S RESERVED PARKING
EXHIBIT H SNDA FORM - EXISTING MORTGAGE
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LEASE, dated ______, 2016, between BEST BUILDING LLC, a New Jersey limited liability company, having an office at c/o DK Holdings LLC, 30 Underbridge Avenue, Scarsdale, New York 10583 (herein called “Landlord”), and LIVERPOOL ADVISORS LLC, a Florida limited liability company, having an office at ______(herein called “Tenant”).
Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises (as hereinafter defined), for the Term (as hereinafter defined), at the Rent (as hereinafter defined) and otherwise upon, subject to and in accordance with the following terms and conditions of this Lease.
In respect thereof, Landlord and Tenant hereby agree as follows:
ARTICLE 1 - BUILDING, PREMISES AND TERM
1.1. Building. The building in which the Premises are located (herein called the “Building”) is located on the land (herein called the “Land”) described in Exhibit A attached hereto and made a part hereof, and the Building, together with the Land, is located at 100 Best Building Boulevard, Plainsboro, New Jersey.
1.2. Premises. The premises demised by this Lease (herein called the “Premises”) are located on and comprise (i) a portion of the third (3rd) floor of the Building containing approximately 13,500 rentable square feet and (ii) a portion of the fourth (4th) floor of the Building containing approximately 15,000 rentable square feet, both substantially as shown hatched on the floor plan attached hereto as Exhibit B and made a part hereof. For purposes of this Lease, upon Tenant’s independent verification of the square footage of the Premises, the Premises shall be conclusively deemed to consist of 28,500 rentable square feet. Notwithstanding the foregoing, Landlord certifies that the usable area of the Premises has been determined in accordance with BOMA's Standard Method of Measuring Floor Area in Office Buildings (ANSI/BOMA Z.65.1--2010), and the Rentable Square Footage of the Premises has been determined based on such usable area, applying a commercially reasonable add-on factor.
1.3. Term. The term of this Lease (herein called the “Term”) shall commence on the Commencement Date (as hereinafter defined), and shall end at 11:59 p.m. on the last day of the month in which occurs either, as applicable, (a) the one hundred twenty-six (126) month anniversary of the day immediately preceding the Commencement Date (the “Non-Delay Expiration Date”), or (b) if there occurs a Delivery Penalty Period as hereinafter provided, the day that is the number of days of the Delivery Penalty Period after the Non-Delay Expiration Date (such applicable date being herein called “Expiration Date”), or on such earlier date upon which the term of this Lease shall expire or be cancelled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. The "Commencement Date", subject to the following provisions of this Section 1.3, shall be the earliest of: (a) the date that Tenant shall have commenced occupancy of the Premises for the purpose of conducting Tenant's business; or (b) the date that Landlord shall have substantially completed the Initial Tenant Work (as hereinafter defined in Section 1.5 hereof). Notwithstanding the foregoing, (i) if Landlord shall be unable to deliver possession of the Premises to Tenant on the date that the Commencement Date otherwise would have occurred pursuant to this Section 1.3, then, except as hereinafter provided, Landlord shall not be subject to any liability nor shall the validity of this Lease be impaired thereby or the Term be extended thereby, and (ii) if Landlord is delayed in causing the Commencement Date to occur solely and exclusively by reason of delays caused or occasioned by Tenant (herein called "Tenant Delays"), then, in addition to any other rights or remedies that Landlord may have on account thereof, (x) the "Commencement Date" shall be deemed to be the date Landlord would have caused the Commencement Date to occur absent such Tenant Delays, and (y) Tenant shall pay all actual out-of-pocket costs and expenses reasonably incurred by Landlord that result from any Tenant Delays. Landlord shall, promptly after Landlord determines the existence of any Tenant Delay, notify Tenant thereof. Notwithstanding anything to the contrary contained herein, if Landlord has not substantially completed (as hereinafter defined) the Initial Tenant Work by the Delivery Penalty Date (as hereinafter defined), then, for each day from and including the day after the Delivery Penalty Date through the date the Initial Tenant Work has been substantially completed (such period being referred to as the “Delivery Penalty Period”), Tenant shall receive a credit against the Fixed Rent (as hereinafter defined) first payable by Tenant under this Lease in the amount of $4,948.00. For purposes of this Lease, the “Delivery Penalty Date” shall mean the date that is one hundred twenty (120) fifty (150) days after the date that Landlord has submitted an application for a construction permit for the Initial Tenant Work, accompanied by the completed Initial Tenant Work Plans (as hereinafter defined) (as such one hundred twenty fifty (1250) day period is extended by the total number of days of Tenant Delays and Events of Force Majeure (as hereinafter defined)). Landlord shall submit an application for a construction permit for the Initial Tenant Work and the completed Initial Tenant Work Plans within two (2) Business Days after Landlord’s receipt of the Tenant Approval Notice (as hereinafter defined). Notwithstanding anything in this Lease to the contrary, Tenant shall have the absolute right to terminate this Lease, by delivering written notice of such termination to Landlord as required under Section 14.1 of this Lease (the “Tenant Termination Notice”), in the event that for any reason, other than Tenant Delays, the Commencement Date is delayed by more than one hundred fifty (150) days after the date that Landlord submits an application for a construction permit for the Initial Tenant Work. Within three (3) Business Days after Landlord’s receipt of theTenant Termination Notice, Landlord shall return to Tenant any and all monies paid by Tenant to Landlord in connection with the transaction contemplated by this Lease. Tenant hereby acknowledges that the Commencement Date is indeterminate and shall occur only as provided in this Section 1.3. Tenant, at any time after the occurrence of the Commencement Date, shall, within three (3) Business Days (as hereinafter defined) after demand by Landlord, execute, acknowledge and deliver to Landlord an instrument in form reasonably satisfactory to Landlord confirming the Commencement Date; but Tenant's failure to execute, acknowledge and deliver such instrument shall not affect the occurrence of the Commencement Date or otherwise affect the validity of this Lease.
1.4. Delivery and Acceptance of Premises. Tenant has heretofore inspected the Premises, is fully familiar with the condition thereof and, subject only to the substantial completion of the Initial Tenant Work pursuant to the provisions of Section 1.5 below, shall accept the Premises on the Commencement Date in their "AS IS" condition, subject only to completion of punchlist items (as hereinafter defined).
1.5. Initial Tenant Work. Landlord, at Landlord's sole cost and expense (except as hereinafter provided), subject to, upon and in accordance with the following provisions of this Section 1.5, shall perform the work needed to prepare the Premises for Tenant's initial occupancy thereof (such work being herein called the "Initial Tenant Work"):
1.5.1. Landlord, promptly after the date hereof, shall prepare a complete and coordinated set of working, finished and detailed construction and engineering drawings and specifications for the Initial Tenant Work (such drawings and specifications are herein called the "Initial Tenant Work Plans"), which Initial Tenant Work Plans shall (i) be prepared in conformity with the preliminary design drawing “BBB Liverpool Space Plan 28,500 RSF SP-1J” dated 07-29-16, prepared by LL Architects, a copy of which is attached hereto and made a part hereof as Schedule A (the “Preliminary Plan”), (ii) comply with all Legal Requirements (as hereinafter defined) and Building standards, and (iii) be sealed by a licensed architect and suitable for the issuance of any required building permit. Tenant shall, within five (5) days after Landlord's request therefor, provide to Landlord any information required by Landlord for preparation of the Initial Tenant Work Plans. Notwithstanding anything to the contrary set forth in the Initial Tenant Work Plans, the Initial Tenant Work shall not include installation of furniture or furniture systems, or of data/telecom cabling. Landlord shall deliver the Initial Tenant Work Plans to Tenant for review, comment and approval or disapproval within ten (10) days after execution of this Lease. Tenant shall have fifteen (15) days to complete its review of the Initial Tenant Work Plans and provide comments to Landlord. If Tenant disapproves the Initial Tenant Work Plans, Tenant shall provide to Landlord in writing the reasons for such disapproval. Landlord shall thereafter have five (5) Business Days to revise the Initial Tenant Work Plans and resubmit them to Tenant for review, comment, approval or disapproval. This process shall repeat until Tenant provides written notice to Landlord of Tenant’s approval of the Initial Work Plans (the “Tenant’s Approval Notice”).
1.5.2. Landlord represents that the Premises, after Landlord substantially completes the Initial Tenant Work, shall be in compliance with the Americans with Disabilities Act of 1990 (the “ADA") and all other Legal Requirements applicable to use of the Premises as general office space, as of the Commencement Date (except for conditions created by Tenant in installing its furniture, fixtures and equipment). With respect to any alterations or improvements that Tenant makes to the interior of the Premises (or which are made on Tenant's behalf), other than the Initial Tenant Work, regardless of whether Tenant has obtained Landlord's consent to such alterations or improvements, Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA. In addition, iIf any alterations are required to be made to the Premises due to changes in or regulations under the ADA or judicial interpretations of the requirements of the ADA coming into existence following the Commencement Date, Landlord shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA arising in connection therewith. If any alterations are required to be made to the Premises or due to changes in Tenant's use of the Premises or in the nature of Tenant's conduct of its business in the Premises (including but not limited to any changes in use or business conduct arising out of a sublease or assignment, or resulting in the Premises being deemed a "place of public accommodation" under the ADA), Tenant shall be fully responsible for complying with and paying any costs associated with any and all requirements of the ADA arising in connection therewith.
1.5.3. Landlord or Landlord's agent shall act as construction manager with respect to the Initial Tenant Work. Landlord shall apply to the appropriate Governmental Authorities (as defined in Article 13 hereof) for any building permit(s) which shall be required in connection with Landlord's performance of the Initial Tenant Work.
1.5.4. Tenant, in respect of the Initial Tenant Work, shall pay Landlord, as an Additional Charge, an amount equal to the excess (if any) (herein called the “CW Cost Excess”) of (i) Landlord’s CW Cost (as hereinafter defined), over (ii) Tenant’s Allowance (as hereinafter defined). Landlord shall, upon Landlord’s determination thereof, provide Tenant with an estimate of the CW Cost Excess. Tenant shall pay to Landlord, as an Additional Charge, (a) on or before the date Landlord applies for any building permit(s) for the Initial Tenant Work, ten fifty percent (510%) of such estimated CW Cost Excess, and (b) until the CW Cost Excess has been paid in full, within thirty (30) calendar days five (5) Business Days after Tenant’s receipt, from time to time, of certification from Landlord of the percentage of completion of the Initial Tenant Work, an amount equal to the sum of (1) the product of such percentage times the CW Cost Excess less (2) the total amount theretofore paid by Tenant under this provision on account of the CW Cost Excess. Landlord will notify Tenant of any modification of Landlord’s estimate of the CW Cost Excess (or the final actual amount thereof), and upon such notification the amounts payable by Tenant pursuant to this Section 1.5.4 shall be adjusted (prospectively only, and not retroactively to the initial payment by Tenant) to reflect such modification. If Tenant fails to make any payment by the date such payment is required to be made under this Section 1.5.4, then, in addition to all other rights and remedies available to Landlord under this Lease, (x) Landlord shall be entitled to immediately cease performance of the Initial Tenant Work until such time as such payment is made by Tenant, and (y) the period from the date such payment was due through the date such payment is made shall constitute a period of Tenant Delays. “Landlord’s CW Cost” shall mean an amount equal to one hundred ten percent (1100%) of the aggregate of all construction and ancillary costs incurred by Landlord in the performance of, or otherwise in connection with, the Initial Tenant Work (which costs shall include, without limitation, any (i) any profit or override payable by Landlord to the contractors, including the general contractor, prosecuting the Initial Tenant Work, and (ii) architectural, engineering, design, permitting and/or government inspection costs incurred by Landlord). The “Tenant’s Allowance” shall mean an amount equal to $1,425,000.00 (i.e., $50.00 per rentable square foot of the Premises).