Sample Contracts - NJ-Newark-1 Washington Park Lease - Washington Park Fidelco LLC and Audible Inc.

TABLE OF CONTENTS
		Page
ARTICLE 1	TERM	6

ARTICLE 2	FIXED RENT	7

ARTICLE 3	PROPORTIONATE SHARE	8

ARTICLE 4	INSURANCE	8

ARTICLE 5	COMMON AREAS AND PARKING	9

ARTICLE 6	REPAIRS	11

ARTICLE 7	COMPLIANCE WITH LAW	11

ARTICLE 8	ALTERATIONS AND IMPROVEMENTS	12

ARTICLE 9	CONSTRUCTION LIENS	12

ARTICLE 10	WASTE	13

ARTICLE 11	INSPECTION BY LANDLORD	13

ARTICLE 12	ASSIGNMENT AND SUBLETTING	14

ARTICLE 13	HOLD HARMLESS AND INDEMNIFICATION	15

ARTICLE 14	CASUALTY	16

ARTICLE 15	CONDEMNATION/EMINENT DOMAIN	17

ARTICLE 16	BANKRUPTCY/INSOLVENCY AND DEFAULT OF TENANT	18

ARTICLE 17	SERVICES FURNISHED BY LANDLORD	21

ARTICLE 18	ADDITIONAL RENT	22

ARTICLE 19	ELECTRIC CHARGES	27

ARTICLE 20	NOTICES	28

ARTICLE 21	LESSER AMOUNT OF RENT	28

ARTICLE 22	QUIET ENJOYMENT	29

ARTICLE 23	ARBITRATION	29

ARTICLE 24	LIMITATION OF LANDLORD'S LIABILITY	29

ARTICLE 25	ESTOPPEL NOTICES	30

ARTICLE 26	REMEDIES	30

ARTICLE 27	BROKERAGE COMMISSION	30

ARTICLE 28	UNAVOIDABLE DELAYS	31

ARTICLE 29	SUBORDINATION	31

ARTICLE 30	SIGNS	32

ARTICLE 31	NOTICES OF DEFAULT	33

ARTICLE 32	USE	33

ARTICLE 33	LANDLORD'S RIGHT TO MODIFY	33

ARTICLE 34	LATE CHARGES	33

ARTICLE 35	LANDLORD'S RULES AND REGULATIONS	34

ARTICLE 36	CONDITION OF PREMISES	34

ARTICLE 37	ENVIRONMENTAL LAWS	34

ARTICLE 38	INITIAL LEASEHOLD IMPROVEMENTS	35

ARTICLE 39	SECURITY DEPOSIT	37

ARTICLE 40	INTENTIONALLY DELETED	38

ARTICLE 41	HOLDING OVER	38

ARTICLE 42	AUTHORITY OF LEASE SIGNATORIES	38

ARTICLE 43	CONDOMINIUM CONVERSION	38

ARTICLE 44	ADDITIONAL SERVICES	39

ARTICLE 45	ROOFTOP ANTENNA	39

ARTICLE 46	MISCELLANEOUS	40



EXHIBIT A	DIAGRAM OF PREMISES	42

EXHIBIT B	COMMENCEMENT DATE AGREEMENT	43

EXHIBIT C	BUILDING RULES AND REGULATIONS	44

EXHIBIT D	PARKING LOTS	47

EXHIBIT E	HVAC PERFORMANCE STANDARDS	48

EXHIBIT F	CLEANING MAINTENANCE SERVICES	49

EXHIBIT G	HOLIDAY SCHEDULE	50

EXHIBIT H	APPROVED PLANS	51

LANDLORD:	WASHINGTON PARK FIDELCO, LLC,
	a New Jersey limited liability company


LANDLORD'S ADDRESS:	225 Millburn Avenue
	Millburn, New Jersey 07041

TENANT:


TENANT'S ADDRESS:	65 Willowbrook Blvd., #301
	Wayne, New Jersey 07470

PREMISES:	The 16^th and 17^th floors in their entirety of the Building known as One Washington Park, 1 Washington Street, Newark, New Jersey

GROSS RENTABLE AREA
OF PREMISES:	49,600 square feet

LEASE TERM:	Seven (7) "lease years" (as defined in Article 1)


OPTION TO TERMINATE:	After 64^th month of the Lease Term with 12 months prior written notice.


ANNUAL BASE RENT:	See Article 2 - Fixed Rent


TENANT'S PROPORTIONATE SHARE:	11.765%, subject to adjustment as set forth in
	Article 3


PERMITTED USE:	General offices, and as and for recording studios for “books on tape” and/or a call center.


BUILDING ADDRESS:	1 Washington Street
	Newark, New Jersey 07102

THAT Landlord, for and in consideration of the rentals, covenants and agreements hereinafter reserved, mentioned and contained on the part of Tenant, its successors and assigns to be paid, kept and performed, has demised and leased, and by these presents does demise and lease, unto Tenant, and Tenant does hereby take and hire from Landlord upon and subject to the conditions hereinafter set forth, the certain premises (the "Premises") constituting the 16^th and 17^th floors in their entirety of the building (the "Building") known as One Washington Park, 1 Washington Street, Newark, New Jersey 07102. The Building contains 421,600 square feet of gross rentable area and is located on certain land (the "Lot") designated as Lot 18 and in Block 32 on the Tax Map of Newark, New Jersey. The Premises have a gross rentable area of approximately 49,600 square feet of floor area. In addition, Tenant and its agents, employees and invitees shall have the right, in common with Landlord and other tenants of the Building, and their respective agents, employees and invitees, to use the common areas and facilities located at the Building and Lot as provided in Article 5 of this Lease. A diagram of the Premises is annexed hereto as Exhibit A.

The parties acknowledge that there are multiple methods of computing rentable area and hereby agree for the purposes of this Lease that the square footage of the Premises and the Building shall be as set forth hereinabove. Notwithstanding anything to the contrary contained in this Lease, the recital herein of the square footage of the Premises is for descriptive purposes only and Tenant shall have no right to terminate this Lease or receive any adjustment or rebate of any Fixed Rent or additional rent (as said terms are hereinafter defined in Article 2) payable hereunder if said recital is incorrect. Tenant agrees to pay the full Fixed Rent and additional rent set forth herein in consideration for the use and occupancy of the Premises, regardless of the actual number of square feet contained therein.

Section 1. The term hereof shall commence on March 1, 2007 (the "Commencement Date") and expire at 6:00 p.m. on the date (the “Expiration Date”) which shall be seven (7) lease years (as hereinafter defined) after the Commencement Date. Subject to the terms and provisions of Section 5 of this Article 1, if Tenant occupies the Premises prior to the date specified hereinabove as the Commencement Date, the Commencement Date shall be the date of such earlier occupancy and the Expiration Date shall be seven (7) lease years thereafter.

(i) Tenant shall give Landlord written notice of Tenant's election to exercise the right of termination set forth hereinabove no later than the last day of the 54th month of the term hereof. Time is of the essence with respect to such notice, and failure of Tenant to give such notice within the aforesaid time period shall constitute a binding and conclusive waiver of Tenant's right to terminate the Lease as set forth hereinabove.

Section 3. The first "lease year" shall be the period commencing on the Commencement Date and ending twelve (12) calendar months thereafter, provided, however, that if the Commencement Date is not the first day of the month, the first lease year shall commence on the Commencement Date and end twelve (12) calendar months from the last day of the month in which the Commencement Date occurs. Each succeeding twelve (12) calendar month period thereafter shall be a lease year until the end of the 72^nd month of the lease. The last lease year shall be sixteen (16) months.

Section 5. From and after the date hereof, Landlord shall permit Tenant to enter the Premises for the purpose of preparing the same for Tenant’s occupancy. Tenant shall not be obligated to pay Fixed Rent and additional rent for the Premises prior to the Commencement Date, but Tenant shall otherwise be obligated to comply with all of the other terms and provisions of this Lease from and after the date hereof. Tenant’s right to enter the Premises prior to the Commencement Date, as aforesaid, shall be subject to Landlord’s reasonable rules and regulations. Prior to any such entry, Tenant shall procure and maintain an adequate workers’ compensation insurance policy and shall otherwise comply with all insurance provisions of this Lease. In addition to the foregoing, all waiver and indemnity provisions of this Lease shall apply upon Tenant’s early entry onto the Premises. Landlord shall not be liable for loss or damage to any work or property of Tenant. Tenant shall not be permitted to conduct its business operations at the Premises until the Commencement Date.

(i) For and during the first (1^st) lease year, Tenant shall pay Landlord Fixed Rent at the rate of Nine Hundred Forty Two Thousand Four Hundred and 00/100 ($942,400.00) Dollars per annum payable in equal monthly installments of $78,533.33 each. Notwithstanding the foregoing, Fixed Rent shall abate for the first, third, fifth and seventh months of the first lease year.

Section 2. Fixed Rent shall be payable in equal monthly installments, as aforesaid, in advance on the first day of each and every calendar month of the term hereof in lawful money of the United States of America at the office of Landlord or at such other place as may hereafter be designated by Landlord. Fixed Rent for a partial month shall be prorated. If the Commencement Date shall be other than the first day of a calendar month, Tenant shall pay, on the Commencement Date, the proportionate amount of Fixed Rent for the balance of such month. One full monthly installment of Fixed Rent shall be due and payable upon execution of this Lease by Tenant. Fixed Rent shall be paid to Landlord without notice or demand and without deduction, set-off or other charge therefrom or against the same.

Section 3. All sums other than Fixed Rent payable by Tenant under this Lease shall be deemed to be additional rent regardless of to whom such sums may be payable. Landlord shall have the same rights and remedies against Tenant with respect to the nonpayment of additional rent as it has with respect to the nonpayment of Fixed Rent. The term "rent" in this Lease means Fixed Rent and additional rent.

Wherever this Lease shall require Tenant to pay "its Proportionate Share" of any item of expenditure or of any sum, Tenant's Proportionate Share shall be deemed to be 11.765% of the total amount of such item or sum applicable to the Building or the Lot, which Proportionate Share reflects the agreed upon ratio of the gross rentable area of the Premises to the total gross rentable area of the Building as set forth herein. Tenant's Proportionate Share shall be adjusted (i) from time to time if Landlord shall make additions to or subtractions from the square footage of the floor area of the Building or the Premises, and (ii) if Landlord shall construct additional buildings on the Lot or (iii) as set forth in Article 33 or 43 hereof.

Section 1. Tenant at its own cost and expense, throughout the term of this Lease, for its own benefit and for the benefit of Landlord as an additional named insured thereunder, shall maintain (or reimburse Landlord for maintaining, if such be the case) general public liability insurance against claims for personal injury, death, or property damage occurring upon, in or about the Premises, the Building, or in or about the adjoining streets, sidewalks, parking areas and passageways, such insurance to afford protection to the limit of not less than One Million ($1,000,000.00) Dollars in respect to injury or death to a single person, and to the limit of not less than One Million ($1,000,000.00) Dollars in respect to any one accident, and to the limit of not less than One Million ($1,000,000.00) Dollars in respect to property damage. Landlord reserves the right to increase such coverage limits if, in the reasonable opinion of Landlord, such coverage becomes inadequate or is less than that commonly maintained by tenants in similar buildings in the area for uses similar to Tenant’s use. Such policies shall name Landlord as an additional insured and shall be primary and non-contributing with any other insurance carried by Landlord.

Section 2. In addition to the insurance required to be carried by Tenant pursuant to Section 1 of this Article 4, Tenant shall provide Landlord, at its own cost and expense, and keep in force during the term of this Lease, (i) fire and casualty insurance with broad form extended coverage, including, but not limited to, coverage for vandalism and malicious mischief in the amount of the full replacement cost, from time to time, of Tenant's trade fixtures, equipment, inventory and other contents of the Premises, and (ii) Worker's Compensation insurance in accordance with the requirements of the State of New Jersey.

Section 3. In the event that Tenant fails to provide any insurance policy or coverage as required or provided for in this Article 4 and such failure continues for five (5) days after notice to Tenant, and Landlord elects to obtain same, Tenant shall promptly upon written notice reimburse Landlord for the cost thereof and shall thereafter pay to Landlord in equal monthly installments in advance together with regularly accruing installments of Fixed Rent, one-twelfth (1/12) of the reasonably estimated annual cost of the premium(s) for such insurance coverage required to be paid by Tenant, which sums shall be payable by Tenant to Landlord as additional rent. The monthly sums required to be paid by Tenant to Landlord thereafter as provided in this Section 3, shall be employed by Landlord as a fund to replace such insurance policies as same expire.

Section 4. All policies of insurance obtained by Tenant with respect to the Premises and its use and occupancy thereof and all policies of insurance required by this Lease shall be written by reputable companies authorized to do business in New Jersey and shall be reasonably acceptable to Landlord and to Landlord's mortgagee. Certificates of such policies shall, if such policies are procured by Tenant, be delivered to Landlord and endorsed "premium paid" by the company or agency issuing the same or shall be accompanied by other evidence reasonably satisfactory to Landlord that the premiums thereon have been paid not less than thirty (30) days prior to the expiration of any then current policy. All policies obtained by Tenant shall provide that the carrier shall endeavor to provide Landlord at least thirty (30) days prior written notice of cancellation. Tenant shall promptly notify Landlord of any change in status of its insurance coverage. It is the intention of the parties that Landlord shall at all times during the term of this Lease be in possession of paid up policies of insurance which are in full force and effect.

Section 5. Neither Landlord, its servants, agents or employees, nor any mortgagee of the Premises shall be liable or responsible for, and Tenant hereby releases Landlord, its servants, agents or employees and any such mortgagee of the Premises from, all liability and responsibility to Tenant and any person claiming by, through or under Tenant, by way of subrogation or otherwise, for any injury, loss or damage to any person or property in or around the Premises or to Tenant's business irrespective of the cause of such injury, loss or damage unless such damage was caused by the gross negligence or wilful misconduct of Landlord, and Tenant shall require its insurers to include in all of Tenant's insurance policies which could give rise to a right of subrogation against Landlord, its servants, agents or employees, or any mortgagee of the Premises a clause or endorsement whereby the insurer waives any rights of subrogation against Landlord, its servants, agents or employees and any such mortgagee of the Premises or permits the insured, prior to any loss, to agree with a third party to waive any claim it may have against said third party without invalidating the coverage under the insurance policy. If such waiver of subrogation shall not be, or shall cease to be, obtainable without additional charge or at all, the Tenant shall so notify Landlord promptly after learning thereof. In such case, if the Landlord shall so elect and shall pay the insurer's additional charge therefor, such waiver of subrogation shall be included in the policy.

Section 6. Landlord shall throughout the term of this Lease maintain fire insurance policies with full extended coverage provisions with respect to the Building, which insurance coverage shall be in such amounts as shall be required by Landlord's first mortgagee. If there is no such mortgagee, Landlord shall maintain such coverage in an amount equal to the full replacement value of the Building.

Section 1. Tenant shall have the nonexclusive right to use, in common with Landlord and other tenants of the Building (subject to reasonable rules from time to time made by Landlord and uniformly applied to all tenants), the common lobbies, entrances, exits, restrooms, loading dock, passenger and freight elevators of the Building and the parking areas, walkways, sidewalks and driveways constructed on the Lot (the "Common Areas"). Attached hereto as Exhibit C are the current Rules and Regulations applicable to the Premises and the Building.

Section 2. Landlord reserves the following rights in and to the Common Areas, the Building and the Premises: (a) the right to install, use, maintain, remove, repair, and replace pipes, ducts, conduits, wires and appurtenant meters and equipment (hereinafter collectively "Pipes") serving any part of the Building to be located above ceiling surfaces, below floor surfaces, within walls, or in central core areas. Landlord reserves the right to relocate any Pipes whether located within or outside of the Premises, provided that any such Pipes relocated within the Premises shall not unreasonably interfere with Tenant’s use of the Premises. Landlord shall repair any damage caused by such relocation, including the restoration of decorations; (b) the right to alter or relocate any of the Common Areas and to make such changes in, alterations of or deletions from the Common Areas as Landlord may determine to do, provided, that no such alteration, relocation or change shall unreasonably interfere with Tenant's use of the Premises; and (c) the right to use and grant easements on, over or under the Lot and to dedicate for public use portions thereof without Tenant's consent, provided that no such grant or dedication shall unreasonably interfere with Tenant's use of the Premises.

Section 3. (a) Subject to all of the terms and provisions of this Article 5, Section 3, and provided Tenant is not in default of any of the monetary terms and conditions of this Lease beyond the expiration of any applicable notice and cure periods, during each lease year of the term hereof, Landlord shall provide to Tenant Sixty (60) parking spaces ("Spaces") at no cost to Tenant, all such Spaces to be in one or more of the parking lots shown on Exhibit D annexed hereto located within a two (2) block radius of the Building ("Parking Lots"). Initially, the Spaces shall be in the Parking Lot adjacent to the Building (the “Adjacent Parking Lot”) and in the Parking Lot bounded by Essex Street, Orange Street and University Avenue. Landlord shall have the right to change such Parking Lots upon notice to Tenant but shall use commercially reasonable efforts to provide Tenant with Spaces in the Adjacent Parking Lot. In the event that Tenant requires additional spaces in excess of the Spaces (the “Additional Spaces”), Tenant shall notify Landlord and to the extent available, Tenant shall be permitted to rent the Additional Spaces by paying Landlord the “Parking Charges” (as said term is hereinafter defined) for each Additional Space required by Tenant.

(b) Notwithstanding anything to the contrary in this Lease, the exact location of all Spaces and Additional Spaces shall be determined from time to time by Landlord in its sole discretion. Landlord shall be entitled to divide the Spaces and the Additional Spaces between two or more Parking Lots. Tenant agrees that it and the persons utilizing the Spaces and the Additional Spaces shall comply with all reasonable rules and regulations of Landlord and the owner or operator of the Parking Lots at which such Spaces and/or Additional Spaces are located. Tenant hereby acknowledges that the Parking Lots may not be owned or operated by Landlord. Therefore, Tenant and anyone using the Spaces and/or Additional Spaces provided hereunder, shall look solely to the owner or operator of such Parking Lots for the recovery of any damages suffered as a result of, or in connection with, the use of such Spaces and/or Additional Spaces. Notwithstanding anything to the contrary herein, in no event whatsoever shall Landlord be required to provide Spaces or Additional Spaces while Tenant is in monetary default hereunder beyond the expiration of any applicable notice and cure periods.

(c) Tenant hereby acknowledges and agrees that Tenant’s use of the Spaces and the Additional Spaces is a license revocable at will by Landlord at any time that Tenant is in monetary default hereunder beyond the expiration of any notice and cure periods; provided, however, if prior to the termination of this Lease by Landlord, Tenant shall have fully cured the circumstances giving rise to such monetary default, and no other monetary default hereunder then exists, Landlord agrees to reinstate Tenant’s right to use the Spaces and the Additional Spaces. The foregoing shall not in any way limit any of the rights and remedies which may be available to Landlord hereunder or at law and/or equity it being expressly understood and agreed that Landlord’s reinstatement of Tenant’s right to use the Spaces and the Additional Spaces shall not preclude Landlord from proceeding with the exercise of any remedies available to it as a result of Tenant’s default hereunder.

(ii) for periods of time during the term of this Lease other than the first lease year of the term, AParking Charges@ shall mean the amount which would then be charged Landlord by the owner or operator of the Parking Lots, expressed as a monthly amount. Parking Charges shall change as the amount so charged Landlord by the owner or operator of the Parking Lots changes.

(e) Parking Charges shall be paid in monthly installments as directed by Landlord, in advance, without previous demand therefor and without counterclaim, deduction or setoff. Parking Charges shall be paid together with, and to the same address as, monthly installments of Fixed Rent. It is expressly understood and agreed that Parking Charges are in addition to, and not in lieu of or substitution of, Fixed Rent or any other items of additional rent payable under this Lease. No portion of any Parking Charges paid by Tenant shall be credited against Tenant=s obligation to pay Fixed Rent or any other item of additional rent under this Lease. Parking Charges shall be deemed additional rent under this Lease.

Section 1. Tenant shall take good care of the Premises and fixtures and appurtenances therein, and at its own cost and expense make all non-structural repairs thereto as and when reasonably needed to preserve them in good working order and condition, reasonable wear and tear and damage from the elements and casualty excepted. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building or the Lot, or to its fixtures or appurtenances, whether requiring structural or non-structural repairs, caused by the negligence or wilful misconduct of Tenant, or its employees, invitees, licensees or agents, shall be repaired promptly by Tenant at its sole cost and expense or, at Landlord's election, may be repaired by Landlord in which event Tenant shall, promptly upon demand, reimburse Landlord for any actual and out-of-pocket costs and expenses reasonably incurred.

Section 3. All repairs and replacements and all other property attached to and becoming a part of the Premises or the Building by or on behalf of Tenant shall, immediately upon the expiration or earlier termination of the term hereof, be and become the property of Landlord without payment therefor by Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of the term hereof. Upon the expiration or earlier termination of the term hereof, Tenant shall surrender the Premises to Landlord in good order, condition and repair, subject to reasonable wear and tear resulting from the Permitted Use and casualty damage.

Section 1. Tenant covenants throughout the term of this Lease at Tenant's sole cost and expense, promptly to comply with all laws and ordinances and the orders, rules, regulations and requirements of all federal, state and municipal governments and appropriate departments, commissions, boards and offices thereof and the orders, rules and regulations of any Board of Fire Underwriters or similar body or agency where the Premises are situated, or any body, now or hereafter constituted, exercising similar functions, foreseen or unforeseen, ordinary or extraordinary, to the extent arising out of Tenant's use and occupancy of the Premises.

Section 2. Tenant will observe and comply with the reasonable requirements of the carriers of any policy of insurance respecting the Premises and/or the Building and the requirements of all policies of public liability, fire, casualty and all other policies of insurance at any time in force with respect to the

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