This Lease Agreement, made the 13th day of March 1997,
Landlord
Between: ARCHIE SCHWARTZ CO./ BELL HOLDING CO.
c/o Mandelbaum
residing or located at: 80 Main Street in the Town of West Orange in the County
of Essex and State of New Jersey, herein designated as the Landlord, and
Tenant
PPA TECHNOLOGIES, INC.. residing or located at #8 Cambridge Drive in the Boro.
of Allendale in the County of Bergen and State of New Jersey, herein designated
as the Tenant; Witnesseth that, the Landlord does hereby lease to the Tenant and
the Tenant does hereby rent from the Landlord, the following described premises:
Premises
#163 SOUTH STREET, HACKENSACK, NEW JERSEY
Term
for a term of four (4) years commencing on April 1st 1997, and ending on March
31st, 2001 to be used and occupied only and for no other purpose than
Use
distribution of environmentally friendly products which has an ISRA Code number
of 5099-42/43. Tenant agrees to comply with zoning ordinances and other rules
and regulations of the City of Hackensack, County of Bergen, State of New
Jersey.
Upon the following Conditions and Covenants:
Payment of Rent
1st: The Tenant covenants and agrees to pay to the Landlord, as rent for and
during the term hereof, the sum of See Exhibit "A"-Rent Clause in the following
manner:
Repairs and Care
2nd: The Tenant has examined the premises and has entered into this lease
without any representation on the part of the Landlord as to the condition
thereof. The Tenant shall take good care of the premises and shall at the
Tenant's own cost and expense, make all repairs, including painting and
decorating, and shall maintain the premises in good condition and state of
repair, and at the end or other expiration of the term hereof, shall deliver up
the rented premises in good order and condition, wear and tear from a reasonable
use thereof, and damage by the elements not resulting from the neglect or fault
of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the
sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and
maintain the same in a clean condition, free from debris, trash, refuse, snow
and ice.
Glass, etc. Damage Repairs
3rd: In case of the destruction of or any damage to the glass in the leased
premises, or the destruction of or damage of any kind whatsoever to the said
premises, caused by the carelessness, negligence or improper conduct on the part
of the Tenant or the Tenant's agents, employees, guests, licensees, invitees,
subtenants, assignees or successors, the Tenant shall repair the said damage or
replace or restore any destroyed parts of the premises, as speedily as possible,
at the Tenant's own cost and expense.
Alterations/Improvements
4th: No alterations, additions or improvements shall be made, and no climate
regulating, air conditioning, cooling, heating or sprinkler systems, television
or radio antennas, heavy equipment, apparatus and fixtures, shall be installed
in or attached to the leased premises, without the written consent of the
Landlord. Unless otherwise provided herein, all such alterations, additions or
improvements and systems, when made, installed in or attached to the said
premises, shall belong to and become the property of the Landlord and shall be
surrendered with the premises and as part thereof upon the expiration or sooner
termination of this lease, without hindrance, molestation or injury.
Signs
5th: The Tenant shall not place nor allow to be placed any signs of any kind
whatsoever, upon, in or about the said premises or any part thereof, except of a
design and structure and in or at such places as may be indicated and consented
to by the Landlord in writing. In case the Landlord or the Landlord's agents,
employees or representatives shall deem it necessary to remove any such signs in
order to paint or make any repairs, alterations or improvements in or upon said
premises or any part thereof, they may be so removed, but shall be replaced at
the Landlord's expense when the said repairs, alterations or improvements shall
have been completed. Any signs permitted by the Landlord shall at all times
conform with all municipal ordinances or other laws and regulations applicable
thereto.
Utilities
6th: The Tenant shall pay when due all the rents or charges for water or other
utilities used by the Tenant, which are or may be assessed or imposed upon the
leased premises or which are or may be charged to the Landlord by the suppliers
thereof during the term hereof, and if not paid, such rents or charges shall be
added to and become payable as additional rent with the installment of rent next
due or within 30 days of demand therefor, whichever occurs sooner.
Compliance with Laws etc.
7th: The Tenant shall promptly comply with all laws, ordinances, rules,
regulations, requirements and directives of the Federal, State and Municipal
Governments or Public Authorities and of all their departments, bureaus and
subdivisions, applicable to and affecting the said premises, their use and
occupancy, for the correction, prevention and abatement of nuisances, violations
or other grievances in, upon or connected with the said premises, during the
term hereof: and shall promptly comply with all orders, regulations,
requirements and directives of the Board of Fire Underwriters or similar
authority and of any insurance companies which have issued or are about to issue
policies of insurance covering the said premises and its contents, for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.
Liability Insurance
8th: The Tenant, at Tenant's own cost and expense, shall obtain or provide and
keep in full force for the benefit of the Landlord, during the term hereof,
general public liability insurance, insuring the Landlord against any and all
liability or claims of liability arising out of, occasioned by or resulting from
any accident or otherwise in or about the leased premises, for injuries to any
person or persons, for limits of not less than $1,000,0000 for injuries to one
person and $1,000,000 for injuries to more than one person, in any one accident
or occurrence, and for loss or damage to the property of any person or persons,
for not less than $250,000.
Indemnification
The policy or policies of insurance shall be of a company or companies
authorized to do business in this State and shall be delivered to the Landlord,
together with evidence of the payment of the premiums therefor, not less than
fifteen days prior to the commencement of the term hereof or of the date when
the Tenant shall enter into possession, whichever occurs sooner. At least
fifteen days prior to the expiration or termination date of any policy, the
Tenant shall deliver a renewal or replacement policy with proof of the payment
of the premium therefor. The Tenant also agrees to and shall save, hold and deep
harmless and indemnify the Landlord from and for any and all payments, expenses,
costs, attorney 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 form any acts or omissions by the tenant or the Tenant's agents,
employees, guests, licensees, invites, 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.
Assignment
9th: The Tenant shall not, without the written consent of the Landlord, assign,
mortgage or hypothecate this lease, nor sublet or sublease the premises or any
part thereof.
Restriction of use
10th: The Tenant shall not occupy or use the leased premises or any part
thereof, nor permit or suffer the same to be occupied or used for any purposes
other than as herein limited, nor for any purpose deemed unlawful, disreputable,
or extra hazardous, on account of fire or other casualty.
Mortgage Priority
11th: This lease shall not be a lien against the said premises in respect to any
mortgages that may hereafter be placed upon said premises. The recording of such
mortgage or mortgages shall have preference and precedence and be superior and
prior in lien to this lease, irrespective of the date of recording and the
Tenant agrees to execute any instruments, without cost, which may be deemed
necessary or desirable, to further effect the subordination of this lease to any
such mortgage or mortgages. A refusal by the Tenant to execute such instruments
shall entitle the Landlord to the option of canceling this lease and the term
hereof expressly limited accordingly.
Condemnation Eminent Domain
12th: If the land and premises leased herein, or of which the leased premises
are a part, or any portion thereof, shall be taken under eminent domain or
condemnation proceedings, or if suit or other action shall be instituted for the
taking or condemnation thereof, or if in lieu of any format condemnation
proceedings or actions, the Landlord shall grant an option to purchase and or
shall sell and convey the said premises or any portion thereof, to the
governmental or other public authority, agency, body or public utility, seeking
to take said land and premises or any portion thereof, than this lease, at the
option of the Landlord, shall terminate, and the term hereof shall end as of
such date as the Landlord shall fix by notice in writing; and the Tenant shall
have no claim or right to claim or be entitled to any portion of any amount
which may be awarded as damages or paid as the result of such condemnation
proceedings or paid as the purchase price for such option, sale or conveyance in
lieu of formal condemnation proceedings; and all rights of the Tenant to
damages, if any, are hereby assigned to the Landlord. The Tenant agrees to
execute and deliver any instruments, at the expense of the Landlord, as may be
deemed necessary or required to expedite any condemnation proceedings or to
effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the said
lands and premises or any portion thereof. The Tenant covenants and agrees to
vacate the said premises, remove all the Tenant's personal property therefrom
and deliver up peaceable possession thereof to the Landlord or to such other
party designated by the Landlord in the aforementioned notice. Failure by the
Tenant to comply with any provisions in this clause shall subject the Tenant to
such costs, expenses, damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.
Fire and other Casually
13th: In case of fire or other casualty, the Tenant shall give immediate notice
to the Landlord. If the premises shall be partially damaged by fire, the
elements or other casualty, the Landlord shall repair the same as speedily as
practicable, but the Tenant's obligation to pay the rent hereunder shall not
cease. If, in the opinion of the Landlord, the premises be so extensively and
substantially damaged as to render them untenantable, then the rent shall cease
until such time as the premises shall be made tenantable by the Landlord.
However, if, in the opinion of the Landlord, the premises be totally destroyed
or so extensively and substantially damaged as to require practically a
rebuilding thereof, then the rent shall be paid up to the time of such
destruction and then from thenceforth this lease shall come to an end. In no
event however, shall the provisions of this clause become effective or be
applicable, if the fire or other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of the Tenant or the Tenant's
agents, employees, guests, licensees, invitees, subtenants, assignees or
successors. In such case, the Tenant's liability for the payment of the rent and
the performance of all the covenants, conditions and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be liable to
the Landlord for the damage and loss suffered by the Landlord. If the Tenant
shall have been insured against any of the risks herein covered, then the
proceeds of such insurance shall be paid over to the Landlord to the extent of
the Landlord's costs and expenses to make the repairs hereunder, and such
insurance carriers shall have no recourse against the Landlord for
reimbursement.
Reimbursement of Landlord
14th: If the Tenant shall fail or refuse to comply with and perform any
conditions and covenants of the within lease, the Landlord may, if the Landlord
so elects, carry out and perform such conditions and covenants, at the cost and
expense of the Tenant, and the said cost and expense shall be payable on demand,
or at the option of the Landlord shall be added to the instalment of rent due
immediatley thereafter but in no case later than one month after such demand,
whichever occurs sooner, and shall be due and payable as such. This remedy shall
be in addition to such other remedies as the Landlord may have hereunder by
reason of the breach by the Tenant of any of the covenants and conditions in
this lease contained.
Inspection and Repair
15th: The Tenant agrees that the Landlord and the Landlord's agents, employees
or other representatives, shall have the right to enter into and upon the said
premises or any aprt thereof, at all reasonable hours, for the purpose of
examining the same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. This clause shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.
Right to Exhibit
16th: The Tenant agrees to permit the Landlord and the Landlord's agents,
employees or other representatives to show the premises to persons wishing to
rent or purchase the same, and Tenant agrees that on and after ninety (90) days
next preceding the expiration of the term hereof, the Landlord or the Landlord's
agents, employees or other representatives shall have the right to place notices
on the front of said premises or any part thereof, offering the premises for
rent or for sale; and the Tenant hereby agrees to permit the same to remain
thereon without hindrance or molestation.
Increase of Insurance Rates
17th: If for any reason it shall be impossible to obtain fire and othe hazard
insurance on the buildings and improvements on the leased premises, in an amount
and in the form and in insurance companies acceptable to the Landlord, the
Landlord may, if the Landlord so elects at any time thereafter, terminate this
lease and the term hereof, upon giving to the Tenant fifteen days notice in
writing of the Landlord's intention so to do, and upon the giving of such
notice, this lease and the term thereof shall terminate. If by reason of the use
to which the premises are put by the Tenant or character of or the manner in
which the Tenant's business is carried on, the insurance rates for fire and
other hazards shall be increased, the Tenant shall upon demand, pay to the
Landlord, as rent, the amounts by which the premiums for such insurance are
increased. Such payment shall be paid with the next installment of rent but in
no case later than one month after such demand, whichever occurs sooner.
Removal of Tenant's Property
18th: Any equipment, fixtures, goods or other property of the Tenant, not
removed by the Tenant upon the termination of this lease, or upon any quitting,
vacating or abandonment of the premises by the Tenant, or upon the Tenant's
eviction, shall be considered as abandoned and the Landlord shall have the
right, without any notice to the Tenant, to sell or otherwise dispose of the
same, at the expense of the Tenant, and shall not be accountable to the Tenant
for any part of the proceeds of such sale, if any.
Remedies upon Tenant's Default
19th: If there should occur any default on the part of the Tenant in The
performance of any conditions and covenants herein contained, or if during the
term hereof the premises or any part thereof shall be or become abandoned or
deserted, vacated or vacant, or should the Tenant be evicted by summary
proceedings or otherwise, the Landlord, in addition to any other remedies herein
contained or as may be permitted by law, may either by force or otherwise,
without being liable for prosecution therefor, or for damages, re-enter the said
premises and the same have and again possess and enjoy; and as agent for the
Tenant or otherwise, re-let the premises and receive the rents therefor and
apply the same, first to the payment of such expenses, reasonable attorney fees
and costs, as the Landlord may have been put to in re-entering and repossessing
the same and in making such repairs and alterations as may be necessary; and
second to the payment of the rents due hereunder. The Tenant shall remain liable
for such rents as may be in arrears and also the rents as may accrue subsequent
to the re-enter by the Landlord, to the extent of the difference between the
rents reserved hereunder and the rents, if any, received by the Landlord during
the remainder of the unexpired term hereof, after deducting the aforementioned
expenses, fees and costs; the same to be paid as such deficiencies arise and are
ascertained each month.
Termination on Default
20th: Upon the occurrence of any of the contingencies set forth in the preceding
clause, or should the Tenant be adjudicated a bankrupt, insolvent or placed in
receivership, or should proceedings be instituted by or against the Tenant for
bankruptcy, insolvency, receivership, agreement of composition or assignment for
the benefit of creditors, or if this lease or the estate of the Tenant hereunder
shall pass to another by virtue of any court proceedings, writ of execution,
levy, sale, or by operation of law, the Landlord may, if the Landlord so elects,
at any time thereafter, terminate this lease and the term hereof, upon giving to
the Tenant or to any trustee, receiver, assignee or other person in charge of or
acting as custodian of the assets or property of the Tenant, five days notice in
writing, of the Landlord's intention so to do. Upon the giving of such notice,
this lease and the term hereof shall end on the date fixed in such notice as if
the said date was the date originally fixed in this lease for the expiration
hereof; and the Landlord shall have the right to remove all persons, goods,
fixtures and chattels therefrom, by force or otherwise, without liability for
damages.
Non-Liability of Landlord
21st: The Landlord shall not be liable for any damage or injury which may be
sustained by the Tenant or any other person, as a consequence of the failure,
breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or
soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like or
of the electrical, gas, power, conveyor, refrigeration, sprinkler,
airconditioning or heating systems, elevators or hoisting equipment; or by
reason of the elements; or resulting from the carelessness, negligence or
improper conduct on the part of any other Tenant or of the Landlord or the
Landlord's or this or any other Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors; or attributable to any
interference with, interruption of or failure, beyond the control of the
landlord, of any services to be furnished or supplied by the Landlord.
Non-Waiver by Landlord
22nd: The various rights, remedies, options and elections of the Landlord,
expressed herein, are cumulative, and the failure of the Landlord o enforce
strict performance by the Tenant of the conditions and covenants of this lease
or to exercise any election or option or to resort or have recourse to any
remedy herein conferred or the acceptance by the Landlord of any installment of
rent after any breach by the Tenant, in any one or more instances, shall not be
construed or deemed to be a waiver or a relinquishment for the future by the
Landlord or any such conditions and covenants, options, elections or remedies,
but the same shall continue in full force and effect.
Non-Performance by Landlord
23rd: This lease and the obligation of the Tenant to pay the rent hereunder and
to comply with the covenants and conditions hereof, shall not be affected,
curtailed, impaired or excused because of the Landlord's inability to supply any
service or material called for herein, by reason of any rule, order, regulation
or preemption by any governmental entity, authority, department, agency or
subdivision or for any delay whcih may arise by reason of negotiations for the
adjustment of any fire or other casualty loss or because of strikers or other
labor trouble or for any cause beyond the control of the Landlord.
Validity of Lease
24th: The terms, conditions, covenants and provisions of this lease shall be
deemed to be severable. If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, it shall not affect the validity of any
other clause or provision herein, but such other clauses or provisions shall
remain in full force and effect.
Notices
25th: All notices required under the terms of this lease shall be given and
shall be complete by mailing such notices by certified or registered mail,
return receipt requested, to the address of the parties as shown at the head of
this lease, or to such other address as may be designated in writing, which
notice of change of adcress shall be given in the same manner.
Title and Quiet Enjoyment
26th: The Landlord covenants and represents that the Landlord is the owner of
the premises herein leased and has the right and authority to enterinto, execute
and deliver this lease; and does further covenant that the Tenant on paying the
rend and performing the ocnditions and covenants herein contained, shall and may
peaceably and quietly have, hold and enjoy the leased premises for the term
aforementioned.
Entire Contract
27th: This lease contians the entire contract between the parties. No
representative, agent or employee of the Landlord has been authorized to make
any representations or promises with reference to the within letting or to vary,
alter or modify the terms hereof. No additions, changes or modifications,
renewals or extensions hereof, shall be binding unless reduced to writing and
signed by the Landlord and the Tenant.
Tax Increase
28th: See Rider Para. #32
Mechanics' Liens
29th: If any mechanics' or other liens shall be created or filed against the
leased premises by reason of labor performed or materials furnished for the
Tenant in the erection, construction, completion, alteration, repair or addition
to any building or improvement, the Tenant shall upon demand, at the Tenant's
own cost and expense, cause such lien or liens to be satisfied and discharged of
record together with any Notices of Intention that may have been filed. Failure
so to do, shall entitle the Landlord to resort to such remedies as are provide
herein in the case of any default of this lease, in addition to such as are
permitted by law.
Waiver of Subrogation Rights
30th: The Tenant waives all rights of recovery against the Landlord or
Landlord's agents, employees or other representatives, for any loss, damages or
injury of any nature whatsoever to property or persons for which the Tenant is
insured. The Tenant shall obtain from Tenant's insurance carriers and will
deliver to the Landlord, waivers for the subrogation rights under the respective
policies.
Security
31st: The Tenant has this day deposited with the Landlord the sum of (2) months
rent as security for the payment of the rent hereunder and the full and faithful
performance by the Tenant of the covenants and conditions on the part of the
Tenant to be performed. Said sum shall be returned to the Tenant, without
interest, after the expiration of the term hereof, provided that the Tenant has
fully and faithfully performed all such covenants and conditions and is not in
arrears in rent During the term hereof, the Landlord may, if the Landlord so
elects, have recourse to such security, to make good any default by the Tenant,
in which event the Tenant shall, on demand, promptly restore said security to
its original amount. Liability to repay said security to the Tenant shall run
with the reversion and little 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 Landlord shall assign or transfer said security, for the
benefit of the Tenant, to any subsequent owner or holder of the reversion or
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 Tenant from all liability to return such security. This
provision shall be applicable to every alienation or change in title and shall
in no wise be deemed to permit the Landlord to retain the security after
termination of the Landlord's ownership of the reversion or title. The Tenant
shall not mortgage, encumber or assign said security without the written consent
of the Landlord.
See Exhibits A,B, and C attached hereto and made a part hereof.
See Rider attached hereto and made a part hereof.
Conformation with Laws and Regulations
The Landlord may pursue the relief or remedy sought in any invalid
clause, by conforming the said clause with the provisions of the statutes or the
regulations of any governmental agency in such case made and provided as if the
particular provisions of the applicable statutes or regulations were set forth
herein at length.
In all references herein to any parties, persons, entities or
corporations the use of any particular gender or the plural or singular number
is intended to include the appropriate gender or number as the text of the
within instrument may require. All the terms, covenants and conditions herein
contained shall be for and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors, administrators, personal
or legal representatives, successors and assigns.
In Witness Whereof, the parties hereto have hereunto set their hands
and seals, or caused these presents to be signed by their proper corporate
officers and their proper corporate seal to be hereto affixed, the day and year
first above written.
Signed, Sealed and Delivered ARCHIE SCHWARTZ CO./BELL HOLDING CO
in the presence of
or Attested by /S/ David Mandelbaum
David Mandelbaum Landlord
PPA TECHNOLOGIES, INC.
Tenant
/S/ Gerald Sugerman/ Secretary /S/ Roger L. Fidler
Gerald Sugerman Roger L. Fidler