Exhibit 10.5
Lease
THIS Lease, made this day of December, 1993, by and between Advent
Realty Limited Partnership II, of 45 Milk Street, Boston, Massachusetts 02109
("Landlord") and Nova MicroSonics, a division of Advanced Technology
Laboratories, Inc., ("Tenant") of 11 Leighton Place, Mahwah, New Jersey 07430.
WITNESSETH:
That Landlord, for and in consideration of the rents and all other charges and
payments hereinafter reserved and payable by Tenant, and of the covenants,
agreements, terms, provisions and conditions to be kept and performed hereunder
by Tenant, does hereby demise and Lease to Tenant, and Tenant does hereby hire
and take from Landlord, the Premises described below ("Premises"), subject to
all matters hereinafter set forth and upon the subject to the covenants,
agreements, terms, provisions and conditions of this Lease for the term
hereinafter stated.
1. PREMISES. The Premises demised by this Lease are approximately 27,900+/-
---------
square feet located at 1 Pearl Court, Allendale, New Jersey ("Building"),
together with an exclusive right to use parking and a non exclusive right to use
other common areas. The location and dimensions of the Premises and designated
80 car parking are shown on Exhibit "A", which is attached hereto and
incorporated herein by reference. No easement for light or air is incorporated
in the Premises.
2. TERM. The term of this Lease shall begin on the first day of April 1994, and
----
ends on the 31st day of March, 1999 at midnight, unless sooner terminated as
hereinafter provided, subject to Landlord's completion of demolition and
construction per plans signed off by Tenant and the obtaining of a Certificate
of Occupancy. Tenant shall review and sign off plans in a timely manner.
3. RENT. Tenant agrees to pay Landlord by payment to office as Landlord may
-----
designate, promptly on the first day of each month, in advance, during the term
of this Lease, a monthly rental ("Rent") as follows:
Year 1 - $19,060.00 per month, net,net,net
Year 2 - $19,060.00 per month, net,net,net
Year 3 - $19,060.00 per month, net,net,net
Year 4 - $20,055.00 per month, net,net,net
Year 5 - $20,055.00 per month, net,net,net
It is intended that the Rent provided for in this Lease shall be an absolutely
net return to Landlord throughout the Term hereof, free of any expense, charge
or other deduction whatsoever, with respect to the Premises, the Building
and/or the ownership, leasing operation, management, maintenance, repair,
rebuilding, use or occupation of any interest of Landlord therein, except only
as otherwise expressly provided in this Lease.
4. RENT INCREASES.
---------------
OMITTED
5. ADDITIONAL RENT.
----------------
a. In addition to the Rent, Tenant shall pay to Landlord that percent of
the total cost of the following items ("Adjustments") as the total
floor area of the Premises bears to the total floor area of the
Building as of the first day of each calendar month.
(i) All real estate taxes and insurance premiums. Said Real
estate taxes shall include all real estate taxes and assessments that
are levied upon or assessed against the Premises, including any taxes
which may be levied on rents. Said insurance premiums shall include
all insurance premiums for fire, extended coverage, public liability,
and other insurance which Landlord deems necessary. If any tenant(s)
in the Building pay taxes directly to any taxing authority or carry
their own insurance, as may be provided in their Leases, the square
footage of their Leased Premises shall not be included as part of the
floor area of the Building for purposes of calculating Tenant's share
of Adjustments:
(ii) All costs to maintain, repair, replace, supervise, insure
(including provision of public liability insurance) and administer
common areas, parking lots, landscaping, sidewalks, driveways, roof
covering, downspouts and gutters, the structural portions of the roof,
foundations and exterior walls of the Building, and other areas used
in common by the tenants or occupants of the Building. Nothing in the
foregoing sentence shall be construed to make Tenant liable for
capital improvements not reasonably required for use or occupancy by
Tenant. The cost of any capital improvement made during the term of
this Lease shall be amortized over the life of such improvement.
Tenant shall not be required to pay for the costs to repair or replace
any roof covering or the structural portions of the roof, foundations
and exterior walls of the building should such maintenance, repair, or
replacement occur during the first 24 months of the term of this
Lease. Tenant shall be responsible for its share of the amortized cost
of any capital improvement made and implemented thereafter and only
for the remainder of the term of the Lease and any option periods,
unless Tenant vacates the Premises during the said 24 month period.
(iii) Any parking charges or other costs levied, assessed or
imposed by, or at the direction of, or resulting from statutes or
regulations, or interpretations thereof, promulgated by any
governmental authority or insurer in connection with the use or
occupancy of the Premises or the common areas of the Building.
(iv) Management fees for the operation of the Building not to
exceed, however, any annual sum equal to four (4%) percent of the
total annual fixed rent for the Building.
b. Upon commencement of this Lease, Landlord shall submit to Tenant an
estimate of monthly Adjustments for the period between such
commencement date and the following July 1 and Tenant shall pay these
estimated Adjustments on a monthly basis concurrently with the payment
of the Rent. Tenant shall continue to make such monthly payments until
notified by Landlord of a change therein. By September 1 of each
year, Landlord shall provide to Tenant a statement showing the total
Adjustments for the prior calendar year and Tenant's allocable share
thereof, prorated from the commencement date of this Lease during the
first year. If the total monthly payments which Tenant has made for
the prior calendar year (or portion thereof during which the Lease was
in effect) is less than the Tenant's actual share of such Adjustments,
then Tenant shall pay the difference in a lump sum and ten (10) days
after receipt of such statement from Landlord. Any overpayment by
Tenant shall be credited towards the Adjustments next due. The actual
Adjustments for the prior year shall be used for purposes of
calculating the estimated monthly Adjustments for the current year
with actual determination of such Adjustments occurring after the end
of each calendar year, except that in any year in which resurfacing of
the common parking area or major roof repairs are planned, Landlord
may include the estimated cost of such work in the estimated monthly
Adjustments. Even though the term of this Lease has expired and
Tenant has vacated the Premises, when the final determination is made
of Adjustments for the year in which this Lease terminates, Tenant
shall immediately pay any increase over the estimated Adjustment
previously paid and, conversely, any overpayment shall be immediately
returned by Landlord to Tenant. Failure of Landlord to submit
statements in a timely manner as called for herein shall be deemed a
waiver of Tenant's obligation to pay Adjustments as herein provided.
Upon Tenant's request, Landlord shall make available to Tenant copies
of all invoices received by Landlord in connection with any costs
incurred by Landlord which is subject to payment by Tenant under the
provisions of this Article, and copies of the contracts between
Landlord and those used by Landlord to perform any services which are
subject to payment by Tenant under the provisions of this Article.
Upon Tenant's request, Landlord shall make available to Tenant copies
of all invoices received by Landlord in connection with any costs
incurred by Landlord which is subject to payment by Tenant under the
provisions of this Article, and copies of the contracts between
Landlord and those used by Landlord to perform any services which are
subject to payment by Tenant under the provisions of this Article.
6. PERSONAL PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
-----------------------
delinquency any and all taxes levied or assessed and which become payable during
the term hereof upon all Tenant's Leasehold improvements, equipment, furniture,
fixtures, and any other personal property located on the Premises. In the event
any or all of the Tenant's Leasehold improvements, equipment, furniture,
fixtures and other personal property shall be assessed and taxed with the real
property, Tenant shall pay to Landlord its share of such taxes within ten (10)
days after delivery to Tenant by Landlord of a statement in writing setting
forth the amount such tax is applicable to Tenant's property.
7. UTILITY BILLS. Tenant shall promptly pay all water, sewer, gas,
--------------
electricity, fuel, phone, light, heat, electric power and other utility bills
from the Premises. If Tenant does not pay these bills, Landlord may pay them
and such payment shall be added to the Rent.
8. LATE CHARGES. If any Rent or other sums due from Tenant is not received by
------------
Landlord or Landlord's designated agent within ten (10) days after its due date,
then Tenant shall pay to Landlord a late charge equal to the maximum amount
permitted by law (and in the absence of any governing law, six percent (6%) of
such overdue amount), plus reasonable attorneys' fees incurred by Landlord due
hereunder. The parties hereby agree that such late charges represent a fair and
reasonable estimate of the cost that Landlord will incur by reason of Tenant's
late payment. Landlord's acceptance of such late charges shall not constitute a
waiver of Tenant's default with respect to such overdue amount or stop Landlord
from exercising any of the other rights and remedies granted hereunder.
9. SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
----------------
Tenant has deposited with Landlord $38,000.00. Said sum shall be held by
Landlord as security for the faithful performance by Tenant of all the terms,
covenants, and conditions of this Lease to be kept and performed by Tenant
during the term hereof. If Tenant defaults with respect to any provisions of
this Lease, including, but not limited to, the provisions relating to the
payment of Rent, Landlord may (but shall not be required to) use, apply or
retain all or any part of this security deposit for the payment of any Rent or
any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said security deposit is so used
or applied, Tenant shall, within ten (10) days after written demand therefor,
deposit cash with Landlord in any amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a default
under this Lease. Landlord shall not be required to keep this security deposit
separate from its other funds, and (unless otherwise required by law) tenant
shall not be entitled to interest of such deposit. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interest hereunder) within
ten (10) days following expiration of this Lease term. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer said
deposit to Landlord's successor in interest.
10. USE OF PREMISES.
----------------
a. The Premises shall be used for office, R&D, light assembly and
warehousing of personal computers to be used for the medical industry.
Tenant shall not create any nuisance or trespass or vitiate the
insurance or increase the rate of insurance of the Premises or the
building. Tenant agrees not to overload the floors of the Premises or
of the building. Tenant agrees not to use the Premises for any
purpose or business which is illegal, noxious, offensive because of
emission of noise, creates smoke, dust, or odors or which could damage
the Building or the Lands environmentally or otherwise or be a
nuisance or menace to or interfere with any other tenant or the
public. The floor load of the building is 200 lbs. per square inch.
b. Simultaneously herewith, Tenant shall furnish Landlord with all
Standard Industrial Classification numbers as issued by the United
States, the State of New Jersey or any other governmental authority
("SIC"), which relates to the business of the Tenant and the uses and
purposes for which the Premises shall be utilized. Tenant's SIC
number is 3841.
11. ABANDONMENT OF PREMISES. Tenant agrees not to vacate the Premises during
------------------------
the term of this Lease unless rent and common area charges continue and agrees
to use said Premises for the purposes stated above and only for such purpose.
12. DESTRUCTION AND DAMAGE.
----------------------
a. If the Building is damaged by fire or other perils covered by extended
coverage insurance Landlord shall, at Landlord's option:
(i) In the event of total destruction of the Building, elect either to
promptly commence repair and restoration of the Building and prosecute
the same diligently to completion, in which event this Lease shall
remain in full force and effect; or not to repair or restore said
Building, in which event this Lease shall terminate. In either case,
Landlord shall give Tenant written notice of its intention within
sixty (60) days after the occurrence of such destruction. If Landlord
elects not to restore the building, this Lease shall be deemed to have
terminated as of the date of such total destruction.
(ii) In the event of a partial destruction of the Building to an
extent not exceeding twenty-five percent (25%) of the full insurable
value thereof and if the damage thereto is such that the Building may
be repaired or restored within ninety (90) days from the date of such
destruction and Landlord will receive insurance proceeds sufficient to
cover the cost of such repairs, commence and proceed diligently with
the work or repair and restoration, in which event the Lease shall
continue in full force and effect; or if such repair and restoration
requires longer than ninety (90) days or the cost thereof exceeds
twenty-five percent (25%) of the full insurable value thereof or if
said insurance proceeds will not be sufficient to cover such costs,
Landlord may elect either to so report and restore, in which event the
Lease shall continue in full force and effect, or not repair,
reconstruct or restore, in which event the lease shall terminate. In
either case, Landlord shall give written notice to Tenant of its
intention within ninety (90) days after the destruction occurs. If
Landlord elects not to restore the Building, this Lease shall be
deemed to have terminated as of the date of such partial destruction.
b. Upon termination of this Lease under any of the provisions of this
Article, the parties shall be released thereby without further
obligation to the other from the date of the damage or destruction,
except for items which have theretofore accrued and are then unpaid,
and except for those items which by their own nature survive the
termination of the Lease.
c. In the event of repair and restoration as herein provided, the
Rent shall be abated proportionately in the ratio which the Tenant's
use of the Premises is impaired during the period of such repair,
reconstruction or restoration. Tenant shall not be entitled to any
compensation or damages from loss of use of the whole or any part of
said Premises and/or any inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.
d. Landlord and Tenant shall not be released from any of their
obligations under this Lease except to the extent and upon the
conditions expressly stated in this Article. Notwithstanding anything
to the contrary contained in this Article, if Landlord has elected to
repair and restore the Premises and is thereafter delayed or prevented
from repairing and restoring said Premises within 120 days after the
occurrence of such damage or destruction by reason of acts of God,
war, governmental restrictions, inability to procure the necessary
labor or materials, or other cause beyond the control of Landlord,
Landlord shall be relieved of its obligation to make such repairs and,
Tenant shall be released from its obligations under this Lease as of
the end of said 120 day period.
e. If damage to the Building or the Premises is due to any cause
other than fire or other peril covered by extended coverage insurance,
Landlord or Tenant may elect to terminate this Lease immediately.
f. If Landlord is obligated to or elects to repair or restore as
herein provided, Landlord shall repair or restore only those portions
of said Building and Premises which were originally provided at
Landlord's expense, and the repair and restoration of areas or items
not provided at Landlord's expense shall be the obligation of Tenant.
g. Notwithstanding anything to the contrary contained in this
Article, Landlord shall not have any obligation to repair or restore
the Premises or the Building during the last twelve (12) months of
this Lease or any extension thereof. In such event, Tenant shall have
the right to terminate this Lease immediately.
13. CONDEMNATION. If twenty-five percent (25%) or more of the Premises is
-------------
taken for any public or quasi-public purpose by any lawful governmental power or
authority, by exercise or the right of appropriation, reverse condemnation,
condemnation or eminent domain or sold to prevent such taking, the Tenant or the
Landlord may at its option terminate this Lease as of the effective date
thereof. Tenant shall not because of such taking assert any claim against the
Landlord or the taking authority for any compensation because of such taking,
and Landlord shall be entitled to receive the entire amount of any award without
deduction for any estate or interest of Tenant. If less than twenty-five
percent (25%) of the Premises is taken, Landlord or Tenant at its option may
terminate this Lease. If Landlord or Tenant do not so elect, Landlord shall
promptly proceed to restore the Premises to substantially their same condition
prior to such partial taking, allowing for the reasonable effects of such
taking, and a proportionate allowance shall be made to Tenant for the Rent and
Additional Rent corresponding to the time during which, and to the part of the
Premises of which, Tenant is deprived on account of such taking and restoration.
14. INDEMNIFICATION. Tenant agrees, as its sole cost and expense, to
----------------
indemnify and save Landlord harmless from and against any and all claims,
actions, demands and suits, for, in connection with, or resulting from, any
accident, injury or damage whatsoever caused to any person or property arising,
directly or indirectly, in whole or in part, out of the business conducted in or
the use of the Premises, or occurring in, on or about the Premises or any part
thereof, or arising, directly or indirectly, in whole or in part, from any act
of omission of Tenant or any concessionaire of subtenant or their respective
licensees, servants, agents, employees or contractors, or arising out of the
breach or default by Tenant or any term, provisions, covenant or condition
herein contained, and from and against any and all losses, costs, expenses,
judgments and liabilities incurred in connection with any claim, action, demand,
suit or other proceeding brought thereof, except for any loss or damage caused
by negligence of the Landlord, its employees and agents. Said indemnity shall
include defending or resisting and proceeding by attorneys reasonably
satisfactory to Landlord.
Landlord agrees, at its sole cost and expense, to indemnify and save
Tenant harmless from and against any and all claims, actions, demands, and suits
for, in connection with, or resulting from design defects in the Premises or any
accident, injury, or damage whatsoever caused to any person or property arising,
directly or indirectly, in whole or in part from any act or omission of Landlord
or any of their respective licensees, servants, agents, employees, or
contractors, or arising out of the breach or default by Landlord of any term,
provisions, covenant or condition herein contained, and from and against any and
all losses, costs, expenses, judgments and liabilities incurred in connection
with any claim, action, demand, suit or other proceeding brought thereof, except
for any loss or damage caused by negligence of the Tenant, its employees,
agents, servants, or contractors.
15. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and
--------------------
keep in force during the term of this Lease policies of comprehensive public
liability insurance insuring Landlord and Tenant against any liability arising
out of the ownership, use, occupancy, or maintenance of the Premises. Such
insurance shall be in the amount of not less than Three Million Dollars
($3,000,000) for injury or death of one person in any one accident or occurrence
and in the amount of not less than Three Million Dollars ($3,000,000) for injury
or death of more than one person in any one accident or occurrence. Such
insurance shall further insure Landlord and Tenant against liability for
property damage of at least Three Million Dollars ($3,000,000). The limit of
any such insurance shall not limit the liability of the Tenant hereunder.
Tenant may provide this insurance under a blanket policy, provided that said
insurance shall have an additional insured lessor endorsement attached thereto.
If Tenant fails to procure and maintain said insurance, Landlord may, but shall
not be required to, procure and maintain same, but at the expense of Tenant.
Insurance required hereunder shall be in companies rated A:XIII or better in
"Best Key Rating Guide". Tenant shall deliver to Landlord copies of
certificates of insurance evidencing the liability insurance required herein.
No policy coverage shall lapse or be subject to reduction of coverage. All such
policies shall name Landlord and Kwartler Associates, Inc. as additional
insured, shall be written primary policies not contributing with and not in
excess of coverage which Landlord may carry and shall be written with an
insurance carrier satisfactory to Landlord.
16. FIRE INSURANCE - FIXTURES AND EQUIPMENT. Tenant shall maintain in
----------------------------------------
full force and effect on all of its fixtures and equipment on the Premises a
policy or policies of fire and extended coverage insurance with standard
coverage endorsement in amount or amounts equal to the full replacement cost of
such fixtures and equipment. During the term of this Lease the proceeds from any
such policy or policies of insurance shall be used for the repair or replacement
of the fixtures and equipment so insured. Landlord shall have no interest in
the insurance upon Tenant's equipment and fixtures and will sign all documents
reasonably necessary or proper in connection with the settlement of any claim or
loss by Tenant. Landlord will not carry insurance on Tenant's possessions.
Tenant shall furnish Landlord with a certificate evidencing such policy and
whenever required shall satisfy Landlord that such policy is in full force and
effect.
17. REPAIRS BY LANDLORD. Landlord agrees to keep in good repair the
--------------------
structural portions of the roof, foundations, and exterior walls of the Premises
(exclusive of all glass and all exterior doors) and underground utility and
sewer pipes outside the exterior walls of the Building, if any, except repairs
rendered necessary by the negligence of Tenant, its agents, customers, employees
or invitees. Landlord gives to Tenant exclusive control of the Premises and
shall be under no obligation to inspect said Premises. Tenant shall promptly
report in writing to Landlord any defective condition known to it which Landlord
is required to repair. All repairs shall commence promptly following the receipt
of the written report, and shall be implemented in a timely manner.
18. REPAIRS BY TENANT. Tenant accepts the Premises in their present
------------------
condition pursuant to the plan attached to this Lease. Tenant shall, throughout
the initial term of this Lease and all renewals thereof, at its expense, take
good care of the Premises and shall keep, repair, replace and maintain the
Premises in good order, condition and repair, reasonable wear and tear excepted,
and each and every part thereof (including, without limitation, painting and
decorating, and the repair, maintenance and replacement of any heating,
ventilating and air conditioning units or system), except only such matters that
are expressly stated herein to be within the landlord's obligation to maintain,
and shall not cause nor permit any dirt, debris or rubbish to be put, placed or
maintained on the sidewalks, driveways, parking lots, yards, entrances and
curbs, in, oh or adjacent to the Building. Tenant further agrees not to use the
Premises or permit the Premises to be used in any manner as to cause excessive
depreciation of or to the Building and improvements, and agrees not to cause nor
permit waste of or damage or nuisance to, in, or about the Premises of the
Building.
19. NO ACCESS TO ROOF. Tenant shall have no right to access to the roof
------------------
of the Premises or the Building and shall not install, repair, place or replace
any aerial, fan, air conditioner or other device on the roof of the Premises or
the Building without the prior written consent of Landlord. Any aerial, fan,
air conditioner or device installed without such written consent shall be
subject to removal at Tenant's expense, without notice, at any time. Landlord
shall repair at Tenant's expense, any damage to the Building or roof resulting
from the installation, repair, use, or replacement of any such air conditioner
or other device.
20. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily, or by
--------------------------
operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interest therein, and shall not sublet the Premises or any
part thereof, or any right or privilege appurtenant thereto, or allow any other
person (the employees, agents, servants and invitees of Tenant excepted) to
occupy or use their Premises, or any portion thereof, without first obtaining
the written consent of Landlord, which consent shall not be unreasonably
withheld. Tenant can transfer its rights to this Lease to a related entity
provided Tenant owns in excess of 51% of the entity. When Tenant requests
Landlord's consent to such assignment or subletting, it shall notify Landlord in
writing of the name and address of the proposed assignee or subtenant and the
nature and character of the business of the proposed assignee or subtenant and
shall provide financial statements for the proposed assignee or subtenant.
Landlord shall have the option (to be exercised within thirty (30) days from the
submission of Tenant's request) to cancel this Lease as of the commencement date
stated in the proposed subLease or assignment. If Landlord shall not exercise
its option within the time set forth above, its consent to any proposed
assignment or subletting shall not be unreasonably withheld. If Landlord
approves an assignment or subletting as herein provided, Tenant shall pay to
Landlord, as Additional Rent, the difference, if any between Rent plus
assignment or subLease pursuant to the provisions of this Lease, and the Rent
and Additional Rent payable by the assignee or sublessee to Tenant. A consent
to one assignment, subletting, occupation or use shall not be deemed to be a
consent to any other or subsequent assignment, subletting, occupation or use and
consent to any assignment or subletting shall in no way relieve Tenant of any
liability under this Lease. Any assignment or subletting without landlord's
consent shall be void, and shall, at the option of the Landlord, constitute a
default under this Lease. In the event that Landlord shall consent to a
subLease or assignment hereunder, Tenant shall pay Landlord's reasonable fees,
not to exceed one hundred dollars per transaction, incurred in connection with
processing of documents necessary to the giving of such consent.
21. TENANT DEFAULT. The occurrence of any one of the following events
---------------
shall constitute an event of default ("Default") on the part of Tenant:
a. The vacating of the Premises by Tenant without the payment of rent and
additional rent during the remaining Lease term;
b. Failure to pay any installment of Rent or any other monies due and
payable hereunder;
c. Default in the performance of any of Tenant's covenants, agreements or
obligations hereunder, said Default (except Default in the payment of
any installment of Rent, or other monies) continuing for ten (10) days
after written notice thereof from Landlord to Tenant. If effort is
made to cure default but such effort is not completed within the ten
(10) days provided for above, then Tenant shall have an additional
fifteen (15) days to cure same.
d. The filing of a voluntary petition in bankruptcy by Tenant, the filing
of a voluntary petition for any arrangement, the filing of a petition,
voluntary or involuntary, for reorganization, or the filing of an
involuntary petition by Tenant's creditors, said involuntary petition
remaining undischarged for a period of sixty (60) days; unless tenant
continues to pay rent.
e. Receivership, attachment, or other judicial seizure of substantially
all of Tenant's assets on the Premises, such attachment or other
seizure remaining undismissed or undischarged for a period of sixty
(60) days after the levy thereof.
22. LANDLORD'S REMEDIES.
--------------------
a. Damages. In the event of any such Default by Tenant, Landlord shall
use its best efforts to relet the Premises. All costs of such
reletting shall be borne by Tenant and shall include but not limited
to restoration, brokerage fees, attorney's fees, and marketing of the
Premises. In addition to any other remedies available to Landlord at
law or in equity, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant hereunder by giving
written notice to such intention to terminate. In the event that
Landlord shall elect to so terminate this Lease then Landlord may
recover from Tenant:
i. the worth at the time of award of any unpaid Rent which has been
earned at the time of such termination; plus
ii. the worth at the time of award of the amount by which the unpaid
Rent which would have been earned after termination until the end
of the Lease term is less than any rental payments due from
reletting the Premises for the balance of the Lease term; plus
iii. such reasonable attorney's fees incurred by Landlord as a result
of such Default, and costs in the event suit is filed by Landlord
to enforce such remedy; and
iv. At Landlord's election, such other amount in addition to or in
lieu of the foregoing as may be permitted from time to time by
applicable law. The term "Rent", as used in this Article 22,
shall be deemed to be and to mean the monthly Rent, Additional
Rent and all other sums required to be paid by Tenant pursuant to
the terms of this Lease.
maximum remedies under this Paragraph shall include unpaid rent,
and additional rent, plus ten percent (10%) .
As used in Subparagraphs i and ii above, the "worth at the time
of award" is computed by allowing interest at the rate of the
Federal Reserve Bank of New York at the time of award plus one
percent (1%).
b. Re-entry. In the event of any such default by Tenant, Landlord shall
---------
also have the right, with or without terminating this Lease, to
reenter the Premises and remove all persons and property from the
Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant.
c. Election. In the event Landlord shall elect to relet, then rentals
---------
received by Landlord from such reletting the Premises shall be
applied, first, to reasonable attorney's fees incurred by Landlord as
a result of such Default and costs in the event suit is filed by
Landlord to enforce such remedies; second, to the payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord;
third, to the payment of any cost of such reletting; fourth, to the
payment of cost of any alterations and repairs to the Premises, to
restore the Premises to the condition at the start of the Lease term
or to the condition as approved by Landlord under the terms of Article
24, reasonable wear and tear excluded; fifth, to the payment of Rent
due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future rent as the same may become
due and payable hereunder. Should that portion of such rentals
received from such reletting during any month, which is applied by the
payment of Rent hereunder, be less than the Rent payable during the
month by Tenant hereunder, then Tenant shall pay such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly. Tenant
shall also pay to Landlord, as soon as ascertained, any costs and
expenses incurred by Landlord in such reletting or in making such
alterations and repairs not covered by the rentals received from such
reletting.
d. Termination. No re-entry or taking of possession of the Premises by
-----------
Landlord pursuant to this Article shall be construed as an election to
terminate this Lease unless a written notice of such intention is
given to Tenant or unless the termination thereof is decreed by a
court of competent jurisdiction. Notwithstanding any reletting
without termination of Landlord because of any Default by Tenant,
Landlord may at any time after such reletting elect to terminate this
Lease for any such Default.
23. SUBORDINATION - ATTORNMENT. Upon request of Landlord, Tenant will in
---------------------------
writing subordinate its rights hereunder to the lien of any mortgage or deed of
trust now or hereafter in force against the Premises, provided the holder of
such mortgage or deed of trust grants Tenant a non-disturbance agreement, and to
all advances made or hereafter to be made upon the security thereof.
In the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by the
Landlord covering the Premises, the Tenant shall attorn to the purchaser upon
any such foreclosure or sale and recognize such purchaser as the Landlord under
this Lease.
The provisions of this Article to the contrary notwithstanding, and so long as
Tenant is not in default hereunder, this Lease shall remain in full force and
effect for full term hereof.
24. ALTERATIONS AND ADDITIONS - REMOVAL OF FIXTURES.
------------------------------------------------
a. Tenant shall not make or allow to be made any alterations, additions
or improvements to or on the Premises or any part thereof in excess of
$1,000.00 without first obtaining the consent of Landlord, which
consent shall not be unreasonably withheld and any alterations,
additions or improvements to or on said Premises, shall at once become
a part of the realty and belong to the Landlord and shall be
surrendered with the Premises. In the event any such work shall cost
in excess of Ten Thousand ($10,000) Dollars, such work shall not be
commenced until Tenant shall submit to the Landlord plans and
specifications relating to any such repairs, alterations, additions or
improvements, and all such work shall be performed in accordance with
the provisions of this Lease. Landlord shall not unreasonably
withhold its consent to any such alterations, addition or improvement,
but shall have the right to determine if such work would reduce the
value, size or general utility of the Building or any portion thereof,
or whether such work maintains the architectural harmony of the
Building. Any approval by Landlord as aforesaid may be upon condition
thereof and payment therefor, as Landlord may reasonably require,
including the furnishing of adequate security. In the event Landlord
consents to the making of any alterations, additions or improvements
to the Premises by Tenant, the same shall be made by Tenant at
Tenant's sole cost and expense and subject to the provisions of
Section 42 herein. Upon the expiration or sooner termination of the
term hereof, Tenant shall, upon written demand by Landlord, given at
least thirty (30) days after the end of the term, at Tenant's sole
cost and expense, forthwith and with all due diligence, remove any
alterations, additions, or improvements made by Tenant, designated by
Landlord to be removed, and Tenant shall, forthwith and with all due
diligence, at its sole cost and expense, restore the Premises to the
condition at the start of the Lease, reasonable wear and tear
excluded, and repair any damage to the Premises caused by such
removal. Tenant shall not be required to remove and/or restore any
alterations, additions or improvements if Landlord has specifically
excluded, in writing, any of Tenant's alterations, additions, or
improvements from Tenant's restoration obligations.
b. Any work performed by Tenant, irrespective of cost, shall be subject
to the Landlord's inspection and approval after completion to
determine whether it complies with the requirements of this Lease.
The approval or consent of the Landlord shall not relieve Tenant of
its obligation that all such repairs, alterations, improvements and/or
additions be constructed and performed in a first-class good and
workmanlike manner and in accordance with all applicable governmental
and fire underwriting requirements, nor constitute a waiver of any
rights of Landlord if Tenant fails to perform its obligations.
Tenant, at its sole cost and expense, shall procure all necessary
governmental approvals, permits or certificates in connection with all
work performed by Tenant in, on or at the Premises and shall deliver
the original of all such approvals, permits or certificates to the
Landlord, to be retained by Landlord.
c. During the course of any and all repairs, alterations, additions or
improvements which the Tenant shall either be required to perform or
which the Tenant shall elect to perform, Tenant at its sole cost and
expense, shall at all times obtain and maintain or cause to be
obtained and maintained, workmen's compensation insurance and any
other insurance which shall then be required by law, together with
public liability insurance as set forth in Section 15 hereof, to
insure against any additional hazards created in connection with the
performance of any of the aforesaid work. Prior to the commencement
of any such work, Tenant shall deliver to Landlord copies of all
policies or certificates of insurance with respect to all policies
required pursuant to this Section 24 (c).
25. EXTERIOR SIGNS. Tenant may not provide, install or maintain any exterior
---------------
signs on the roof or in the windows; nor shall the Tenant provide, install or
maintain any exterior signs on the facade or walls of the Building or on any
grounds adjacent thereto, unless: (i) such installation be made in such manner
as will not affect any roofing bond and/or other guarantee which shall then be
in force and effect; (ii) all such signs shall have been approved by Landlord in
writing before installation; and (iii) all such signs must at all times conform
to all applicable rules and regulations, codes and ordinances of any
governmental agencies having jurisdiction thereover. Any and all signs placed
on the Premises by Tenant shall comply with Landlord's rules and regulations
governing such signs and Tenant shall be responsible to Landlord for any damage
caused by installation, use, or maintenance of such signs. Tenant agrees upon
removal of said signs to repair all damage incident to such removal.
26. ENTRY FOR CARTING AND REPAIRS.
------------------------------
a. Landlord and its designees shall have the right to place and maintain
all utility equipment of any kind in and on the Premises as may be
necessary or desirable to serve the Building or any portion thereof,
provided such does not unreasonably interfere with Tenant's right of
quiet enjoyment of the Premises. If the space should be reduced, the
Rent and Adjustments will be reduced in an amount equal to the
percentage that the lost space bears in relation to the entire
building. Landlord and its designees shall have the right to enter
upon the Premises at all reasonable hours (and in emergencies at all
times): (i) to inspect the same; (ii) to make repairs, additions or
alterations to and/or to complete initial construction of, the
Premises and/or to the Building or to prevent waste or depreciation
thereof; (iii) to post "For Sale" signs on the Premises and to exhibit
the Premises to any prospective purchaser or mortgagee; or (iv) for
any other lawful purpose. This paragraph shall not be deemed to be a
covenant by Landlord nor be construed to create an obligation or duty
on the part of the Landlord to make such inspection, repairs,
additions or alterations except as otherwise herein provided. Any
performance by Landlord hereunder shall not be deemed a waiver of
Tenant's default in failing to perform same, nor shall Landlord be
liable for any inconvenience disturbance, loss of business, loss of
use of the Premises or any other damage suffered by Tenant, due to
said performance by Landlord and the obligations of Tenant pursuant to
this Lease shall not thereby be affected in any manner whatsoever.
Landlord agrees to exercise due care to cause the least possible
interference with Tenant's business, but Landlord shall not be
required to employ labor on weekends or on any overtime basis to avoid
or reduce any such interference.
b. For a period commencing one hundred eighty (180) days prior to the end
of the Term, Landlord and its designees shall have reasonable access
to the Premises with Tenant as escort for the purpose of exhibiting
the same to prospective tenants and to post any "To Let" or "To Lease"
signs upon the Premises.
c. Landlord shall have the right to carry material in and on the Premises
and to perform work in or on the Premises pursuant to the provisions
of this Lease, without the same constituting an actual or constructive
eviction to Tenant, in whole or in part, without the same permitting
any rent reduction or abatement and without the Tenant having the
right to assert any claim for damages to the Tenant's tangible
property or injury or death to persons. In no event shall the Landlord
be liable for any inconvenience, disturbance, loss of business, loss
of use of the Premises or any consequential damages which Tenant may
suffer.
27. MORTGAGEE'S RIGHTS. Tenant's rights shall be subject to any mortgage or
-------------------
deed of trust to secure debt which is now, or may hereafter be, placed upon the
Premises by Landlord. Tenant agrees to give any mortgagee and/or trust deed
holder, by registered mail, a copy of any notice of default served upon the
Landlord, provided that prior to such notice Tenant has been notified, in
writing (by way of notice of assignment of rents and Leases, or otherwise), of
the address of such mortgagee(s) and/or trust deed holder(s) . Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the mortgagee and/or trust deed holder shall
have an additional thirty (30) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within such thirty (30) days, any mortgagee and/or trust deed
holder has commenced and is diligently pursuing the remedies necessary to cure
such default (including but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently pursued.
28. END OF TERM. Tenant agrees to promptly vacate the Premises at the
-----------
conclusion of the term of the Lease and to leave such Premises broom clean, free
of all debris, waste(s) and by-products, and in an environmentally safe
condition, in compliance with all governmental laws, rules, orders, and
regulations; however, Tenant shall have no obligation or liability for the
condition of the Premises prior to the term of this Lease. Tenant, at its sole
cost and expense, shall retain an environmental or engineering consultant or
consulting firm to verify Tenant's compliance with this provision, and Tenant
agrees to (1) provide access and reasonable assistanc to such consultant or
consulting firm at the Premises, (2) implement the recommendation of such
consultant or consulting firm, promptly upon Landlord's request therefor. Should
Landlord desire to have the Premises or any part thereof restored to the
condition in which they were originally delivered to Tenant, Landlord shall so
notify Tenant in writing within thirty (30) days after the end of the Term, and
Tenant shall have thirty (30) days after such written notice to restore the
Premises, or any part thereof, to the condition in which they were originally
delivered to Tenant, at Tenant's sole cost and expense shall so restore the
Premises, additions and improvements as may be requested by Landlord, and fix
and repair any and all damage or defacement to the Building and/or lands caused
by the installation and/or removal of alterations, additions, improvements,
furniture, equipment, trade fixtures or any other property. Any and all of such
property, alterations, additions or improvements not so removed, at Landlord's
option, shall become the exclusive property of Landlord and be disposed of by
Landlord, at Tenant's cost and expense, without further notice or demand. If
the Premises be not surrendered as and when aforesaid, Tenant shall indemnify
Landlord against any damages, loss or liability resulting therefrom, including,
without limitations, any claims made by any succeeding occupant founded on such
delay. Tenant's obligation under this paragraph shall survive the expiration or
sooner termination of the Term. Tenant shall not be required to remove and/or
restore any alterations, additions or improvements if Landlord has specifically
excluded, in writing, any of Tenant's alterations, additions, or improvements
from Tenant's restoration obligations.
29. NO ESTATE IN LAWS. This Lease shall create the relationship of Landlord
------------------
and Tenant between the parties hereto; no estate shall pass out of Landlord.
Tenant has only a usufruct, not subject to levy and sale, and not assignable by
Tenant except with Landlord's prior written consent.
30. HOLDING OVER. If Tenant remains in possession of the Premises after
-------------
expiration of, the term hereof, without the express written consent of Landlord,
Tenant's occupancy shall be a tenancy from month to month at 150% of the Rent in
effect for the last month of the term of this Lease, plus all other charges
payable hereunder, and upon the same terms and conditions herein contained. In
no event however shall Tenant be relieved of any liability to Landlord for
damages resulting from such holding over.
31. HOMESTEAD RIGHTS. Tenant waives all homestead rights and exemptions which
-----------------
it may have under any law as against any obligation lowing under this Lease.
Tenant hereby assigns to Landlord its homestead and exemption.
32. SALE OF PREMISES BY LANDLORD. In the event of any sale of the Premises by
-----------------------------
Landlord, Landlord shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the consummation of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties of their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease. No cost of such
sale shall be paid by Tenant.
33. RULES AND REGULATIONS
---------------------
a. Tenant agrees to comply with such reasonable rules and regulations
as Landlord may adopt from time to time for the orderly and proper
operation of the Building and parking and other common areas. Such
rules may include but shall not be limited to the following: (1) the
restriction of employee parking to a limited, designated area or
areas; and (2) regulation of the removal, storage and disposal of
Tenant's refuse and other rubbish at the sole cost and expense of
Tenant. The rules and regulations shall be binding upon Tenant upon
delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any of said rules and
regulations by any other tenants or occupants of the Building;
however, Landlord shall enforce these rules and regulations among the
tenants. Landlord agrees to enforce the rules and regulations in a
nondiscriminatory manner.
b. Tenant agrees at all times during the Term of this Lease, and at its
sole cost and expense:
i. not to take or permit any action which would violate Landlord's
union contracts, if any, affecting the Building or the Premises,
or which would create any work stoppage, picketing labor
disruption or any work performed or to be performed by Landlord
or any other persons in or about the Building, or which would
hinder the activities or operations of the Landlord in bringing
about the cessation of any work stoppage, picketing or other
labor disruption or dispute affecting the Building any work being
performed or to be performed in or about the Building;
ii. to pay promptly and when due, all taxes, licenses, fees,
assessments or other charges levied or imposed upon the business
of Tenant or upon any fixtures, furnishings or, equipment in, on
or at the Premises;
iii. not to commit any waste or nuisance, nor use the plumbing
facilities for any purpose injurious to same or dispose of any
garbage or any foreign substance therein, nor place a load on any
floor in the Premises exceeding the floor load of 200 lbs. per
square inch, which such floor was designed to carry nor install,
operate and/or maintain in the Premises any heavy equipment
except in a location approved by Landlord, not install, operate
and/or maintain in the Premises any electrical equipment which
will overload the electrical system therein (1,000 amps/480
volts), or any part thereof, beyond its capacity for proper and
safe operation as determined by Landlord or which does not have
Underwriter's approval; or which would require any plan and/or
bond to be furnished or which would require any work to be
performed in order to cure and/or correct any condition created
by Tenant, pursuant to any applicable governmental law or
requirement;
iv. to keep the Premises in a neat, clean, orderly and sanitary
condition, free of any insects, rodents, vermin and pests of
every type and kind;
v. not to use the Premises for any purpose or business which is
illegal, noxious, offensive because of the emission of noise,
smoke, dust or odors or which could damage the Building or be a
nuisance or menace to or interfere with, any other tenants or the
public;
vi. to comply with all requirements of all suppliers of public
utility services to the Building and not to suffer or permit any
Act or omission the consequence of which could be to cause the
interruption, curtailment, limitation or cessation of any utility
service to the Building;
vii. At all times during the Term of this Lease hereof, and upon the
termination of the Term of this Lease hereof, Tenant shall comply
with all applicable environmental protection laws, rules or
requirements, and shall promptly cure all violations thereof
arising from its non-compliance including but not limited to, the
preparation, delivery and/or filing with the applicable
governmental authorities and with the Landlord, or all forms,
certificates, notices, documents, plans and other writings, and
the furnishing of such other information as may be required or
requested by the Landlord, its mortgagee or any applicable
governmental authority in connection with compliance or curing of
any applicable requirement or in connection with the sale,
Lease, transfer, mortgaging or other disposition of the Building
and/or Lands. It is specifically acknowledged and agreed that the
provisions of this sub-paragraph shall survive the termination of
the Lease, regardless of the reason or cause thereof.
c. No abatement, diminution or reduction of the Rental or other charges
required to be paid by Tenant pursuant to the terms of this Lease,
shall be claimed by or allowed to, the Tenant for the inconvenience,
interruption, cessation or loss of business or otherwise cause
directly or indirectly by any present or future laws, rules,
requirements, orders, directions, ordinances or regulations of the
federal, state, county or municipal government, or of any other
governmental or lawful authority whatsoever, or as a result of any
diminution of the amount of space used by Tenant caused by legally
required changes in the construction, equipment operation or use of
the Premises. Tenant shall have the right to terminate the Lease if
future laws substantially diminish the value of the Premises for the
Tenant's conduct of business.
d. Tenant, following notice to Landlord, shall have the right to contest
by appropriate legal proceedings, at its sole cost and expense, the
validity of any law, ordinance, order, rule, regulation or requirement
of the nature herein referred to, provided, however, that: (i) any
noncompliance shall not constitute a crime on the part of the Landlord
or otherwise adversely affect, jeopardize or threaten the interest of
Landlord; (ii) Tenant shall diligently prosecute any such contest to a
final determination by a court, department or governmental authority
having final jurisdiction and keep Landlord advised in writing as to
all changes in status and determinations in connection with any such
proceedings; and (iii) Tenant shall indemnify and save harmless
Landlord against any and all losses, costs, expenses, claims,
penalties, actions, demands, liabilities, judgments or other damages
which Landlord may sustain by reason of such contest or as a result of
Tenant's failure or delay in compliance. It is agreed however that
Landlord has the right to demand that the Tenant furnish adequate
security to ensure its ability to perform its indemnity obligations
hereunder, which security if so requested, shall be furnished to
Landlord prior to the Tenant commencing or continuing wish such
contest, as the case may be. In no event, however, shall Tenant defer
compliance if such deferment would constitute a violation of any of
the provisions of any mortgage or ground Lease to which this Lease is
or shall be subordinate. Landlord agrees to cooperate as reasonably
required for the purpose of any such contest, provided that the same
shall be without cost or expense to Landlord. Landlord shall have the
right, but not the obligation to contest by appropriate legal
proceedings, at Landlord's expense, any such law, ordinance, rule,
regulation or requirement; provided such does not unreasonably
interfere with the business and business operations of Tenant.
34. RIGHTS CUMULATIVE. All rights, power and privileges conferred hereunder
------------------
upon parties hereto shall be cumulative but not restrictive to those given by
law.
35. WAIVER OF RIGHTS. No failure of Landlord to exercise any power given
-----------------
Landlord hereunder, or to insist upon strict compliance by Tenant with his
obligation hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
36. TIME OF ESSENCE. Time is of the essence of this agreement.
----------------
37. DEFINITIONS. "Landlord" as used in this Lease shall include Landlord's
------------
heirs, representatives, assigns and successors in title to Premises. "Tenant"
shall include Tenant's heirs and representatives, and if this Lease shall be
validly assigned or the Premises sublet, shall include Tenant's assignees or
sublessees, as to Premises covered by such assignment or sublease. "Landlord"
and "Tenant" include male and female, singular and plural, corporation,
partnership or individual, as may fit the particular parties.
38. NOTICES. All notices and demands which may or are to be required or
--------
permitted to be given to either party by the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States mail, postage prepaid, addressed to the Tenant at the Premises,
and to the address hereinbelow, or to such other place as Tenant may from time
to time designate in a notice to the Landlord. All notices and demands by the
Tenant to the Landlord shall be sent by United States mail, postage prepaid,
addressed to the Landlord at the address set forth herein, and to such other
person or place as the Landlord may from time to time designate in a notice to
the Tenant.
To Landlord at: c/o Kwartler Associates, Inc.
2 North Street, Waldwick, NJ 07463
To Tenant at: 1 Pearl Court
Allendale, New Jersey 07401
And a copy to: Advanced Technology Laboratories, Inc.
22100 Bothell Everett Highway
Bothell, Washington 98040-3003
39. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written
----------------------
request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: the date this Lease was executed and the
date it expires, the date Tenant entered into occupancy of the Premises; the
amount of minimum monthly rent and the date to which such rent has been paid;
that this Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or specifying the date and terms of any
agreement so affecting this Lease); that this Lease represents the entire
agreement between the parties as to this leasing; that all conditions under this
Lease to be performed by the Landlord have been satisfied (in the event such is
the case, or specify those that have not been satisfied); that all required
contributions by Landlord to Tenant on account of Tenant's improvements have
been received (if such is the case, or specify those that have not been
received); that on this date there are no existing defenses or offsets which the
Tenant has against the enforcement of this Lease by the Landlord; that no rent
has been paid more than one (1) month in advance; and that no security has been
deposited with Landlord (or, if so, the amount thereof). It is intended that
any such statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or a mortgage of landlord's
interest or assignee of any mortgage upon Landlord's interest in the Building.
Tenant agrees to respond within fifteen (15) days of receipt
40. SUBROGATION. As long as their respective insurers so permit, Landlord and
------------
Tenant hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each
party shall apply to their insurers for such waivers and shall obtain any
special endorsements required by their insurer to evidence compliance with the
aforementioned waiver.
GOVERNMENTAL ORDERS. Tenant agrees, at its own expense, to promptly comply with
--------------------
all requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of said Premises. Landlord agrees to promptly
comply with any such requirements if not made necessary by reason of Tenant's
occupancy.
42. LIENS. Tenant shall keep the Premises and the property on which the
------
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant. Landlord
may require, at Landlord's sole option, that Tenant provide to Landlord, at
Tenant's sole cost and expense, a lien and completion bond in an amount equal to
one and one-half (1-1/2) times the estimated cost of any improvements,
additions, or alterations which the Tenant desires to make.
43. DISPLAYS. Tenant may not display or sell merchandise or allow grocery carts
---------
or other similar devices within the control of Tenant to be stored or to remain
outside the exterior walls and doorways of the Premises. Tenant further agrees
not to install any exterior lighting, amplifiers or similar devices on the
exterior of the Building or use the Premises as an advertising medium which may
be heard or seen outside the Premises, such as flashing lights, searchlights,
loudspeaker, phonographs or radio broadcasts.
44. AUCTIONS. Tenant shall not conduct or permit to be conducted any sale by
---------
auction in, upon or from the Premises whether said auction be voluntary,
involuntary, pursuant to any assignment for the payment of creditors or pursuant
to any bankruptcy or other insolvency proceeding.
45. AUTHORITY OF TENANT. If Tenant is a corporation or partnership, each
--------------------
individual executing this Lease on behalf of said corporation or partnership
represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of said corporation or partnership, and that this Lease is
binding upon said corporation or partnership.
46. NO ACCORD OR SATISFACTION. No payment by Tenant or receipt by Landlord of
--------------------------
a lesser amount than the monthly rent and other sums due hereunder shall be
deemed to be other than on account 6f the earliest rent or other sums due, nor
shall any endorsement or statement on any check or accompanying any check or
payment be deemed an accord and satisfaction; and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of such
rent or other sum or pursue any other remedy provided in this Lease.
47. BROKERS. Tenant represents and warrants to Landlord that neither it nor
--------
its officers or agents nor anyone acting on its behalf has dealt with any real
estate broker other than Kwartler Associates, Inc. and Tarvin Associates, Inc.
in negotiating or making of this Lease, and Tenant agrees to indemnify and hold
Landlord harmless from any claim or claims, as well as costs and expenses
including attorneys' fees incurred by Landlord in conjunction with any claim or
claims, of Kwartler Associates, Inc. and Tarvin Associates, Inc. or any broker
or brokers claiming to have interested Tenant in the Building or Premises or
claiming to have caused Tenant to enter into this Lease.
48. NON-LIABILITY OF LANDLORD
-------------------------
a. Landlord shall not be liable for any damage or injury which may be
sustained by Tenant or by any other person, as a consequence of the
failure, breakage, leakage or obstruction of the street or sub-
surface; or of the water, plumbing, steam, sewer, waste or soil pipes;
or of the roof, walls, drains, leaders, gutters, valleys, downspouts
or the like; or of the electrical, gas, power conveyor,
refrigeration, sprinkler, air conditioning or heating systems; or of
the elevators or hoisting equipment; or of any other structural
failure; or by reason of the elements; or resulting from theft or
pilferage; or resulting from fire, explosion, or other casualty; or
resulting from the carelessness, negligence, or improper conduct on
the part of the Tenant, any other tenant, except to the extent of the
negligence of Landlord, its agents, employees, guests, licensees,
invitees, assignees or successors; or attributable to any interference
with, interruption of or failure, beyond the control of Landlord, of
any services to be furnished or supplied by Landlord. All property
kept, maintained or stored at the sole risk of the Tenant.
b. Landlord shall not be liable to Tenant or any person or entity
claiming through the Tenant, except for any breach orviolation by
Landlord, Landlord's agent(s) or by any other tenant or by any other
person or entity, of:
(i) any rule or regulation established by Landlord; or
(ii) any provision, covenant, term or condition of this or any other
agreement affecting the Building and lands or any portion
thereof.
49. UNAVOIDABLE DELAYS
------------------
a. Except as otherwise provided in this Lease, as a result of strikes,
lockouts, labor disputes, inability to obtain labor, materials or
reasonable substitutes therefore, acts of God, governmental
restrictions, regulations or controls, enemy or hostile governmental
action, civil commotion, insurrection, revolution, sabotage, fire or
other casualty, acts or failure to act by Tenant or any other tenant
or other conditions beyond the control of Landlord, whether prior to
or during the Term, Landlord shall fail punctually to perform any
Lease obligation, then and in any of such events, such obligation
shall be punctually performed as soon as practicable after such
condition shall abate. In the event that Landlord, as a result of any
such condition, shall be unable to exercise any right or option within
any time limit provided in this Lease, such time limit shall be deemed
extended for a period equal to the duration of such condition. The
failure of Landlord to perform any Lease obligation for the reasons
set forth hereinshall not affect, curtail, impair or excuse this Lease
or the obligations of Tenant hereunder.
b. No diminution or abatement of rent, or other compensation, shall be
Maimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the Building or to its
appliances, or arising from the construction of or repairs or
improvements to, other buildings, structures, land or appliances, to
the various "services", if any, to be furnished by the Landlord to the
Tenant, it is agreed that there shall be no diminution or abatement of
the rent, or any other compensation, for interruption or curtailment
shall be due to accident, alterations or repairs necessary to be made
or to inability or difficulty in securing supplies or labor for the
maintenance of such "service" or to some other cause, not gross
negligence on the part of the Landlord. No such interruption or
curtailment of such "service" nor any nonperformance by Landlord
pursuant to subparagraph (a) of this Paragraph, shall be deemed a
constructive eviction, nor shall there be any abatement or diminution
of rent because of making of repairs, improvements or decorations to
the Premises after the date above fixed for the commencement of the
Term, it being understood that the Rental shall in any event, commence
to run at such date as above fixed.
50. ENVIRONMENTAL PROVISIONS.
-------------------------
a. For the purposes of this Lease the following additional definitions
shall apply:
i. "Hazardous Substances" shall include any pollutants, petroleum
products, dangerous substances, toxic substances, hazardous
wastes, hazardous materials, or hazardous substances as defined
in or pursuant to the Industrial Site Recovery Act and all rules,
regulations, orders, directives and opinions promulgated
thereunder ("ISRA") N.J. S.A. 13: 1K-6 et seq.: the Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et sea. and
all rules, regulations, orders, directives and opinions
promulgated thereunder ("Spill Act"); the Solid Waste Management
Act, N.J.S.A. 13:1E-1 et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. (S)6901 et seq.; the Comprehensive
Environmental Response compensation and Liability Act, 42 U.S.C.
(S)9601 et seq. and all rules, regulations, orders, directives
and opinions promulgated thereunder ("CERCLA"); or any other
Federal, State or Local environmental law or ordinance and all
rules, regulations, orders, directives and opinions promulgated
under the foregoing, (collectively "Environmental Laws") .
ii. "Release" means releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping.
iii. "Notice" means any summons, citation, directive, order, claim,
litigation, investigation, proceeding, judgment, letter or
other communication, written or oral, actual or threatened, from
the New Jersey Department of Environmental Protection and Energy
("DEPE"), the United States Environmental Protection Agency
("EPA"), any other Federal, State or Local agency or authority
pertaining to the Premises.
b. To the extent that Tenant may be permitted under applicable law to use
the Premises for the generating, manufacturing, refining,
transporting, treating, storing, handling, disposing, transferring or
processing of Hazardous Substances, Tenant shall ensure that said use
shall be conducted at all times strictly in accordance with applicable
Environmental Laws. Tenant shall not cause nor permit as a result of
any intentional or unintentional act or omission, a Release of
Hazardous Substances. If any intentional or unintentional act or
omission results in any actual or alleged Release of Hazardous
Substances, Tenant promptly shall conduct necessary sampling and
cleanup and remediate such Release in accordance with applicable
Environmental Laws.
c. Tenant, at its sole cost and expense, promptly shall apply for ISRA
approval prior to the occurrence of any event that would trigger ISRA
applicability, and pursue the matter to obtain an approved negative
declaration or an approved remedial action workplan completion. In the
event that the occurrence is the transfer of title or other action by
Landlord, Landlord shall give timely notice to Tenant of said
contemplated transfer so as to give Tenant adequate time to obtain
the approvals contemplated by this paragraph. Landlord will pay for
all costs incurred in obtaining approvals required by Landlord's acts.
d. In connection with the performance of its obligations pursuant to this
Paragraph 50, Tenant shall furnish to Landlord true and complete
copies of all documents, submissions and correspondence provided by
Tenant to DEPE and all documents, reports, directives and
correspondence provided by DEPE to Tenant, together with true and
complete copies of all sampling and test results obtained from
samples and tests taken at and around the Premises. In connection
with the performance of its obligations pursuant to this Paragraph
50, Landlord shall furnish to Tenant true and complete copies of all
documents, submissions and correspondence provided by Landlord to
DEPE and all documents, reports, directives, and correspondence
provided by DEPE to Landlord, together with true and complete copies
of all sampling and test results obtained from samples and tests
taken at and around the Premises.
e. Should DEPE determine that pursuant to ISRA, a remedial action
workplan be prepared and a cleanup be undertaken because of a Release
of a Hazardous Substance at the Premises which occurred during the
term of the Lease and was as a result of Tenant or his agents, Tenant,
at its sole cost and expense, promptly shall prepare and submit the
required plan and financial assurances and promptly shall carry out
the approved plan. Should Tenant's operations at the Premises be
outside of those industrial operations covered by ISRA, Tenant, at its
own cost and expense, shall obtain a Letter of Nonapplicability or de
minimis quantity exemption from DEPE prior to termination of the Term
if either of the above is not obtained, then, at Landlord's option,
shall hire a consultant satisfactory to Landlord to undertake sampling
at the Premises sufficient to determine whether or not Tenant's
operations have resulted in a Release of a Hazardous Substance at or
around the Premises. Tenant's sampling, at a minimum, shall establish
the integrity of all underground storage tanks at the Premises. Should
the sampling reveal any Release of a Hazardous Substance, then Tenant,
at its sole cost and expense, promptly shall cleanup the Premises in
accordance with Environmental Laws and DEPE. Landlord agrees to pay
all costs and initiate all actions in accordance with this Paragraph
for all actions resulting from the condition of the property prior to
Tenant's occupancy of the Premises and for all actions of the Landlord
or his agents during the term of this Lease.
f. Should the submission of a remedial action workplan be required
pursuant to ISRA, and caused by Tenant and/or its agents, then
notwithstanding the minimum financial security requirements pursuant
to ISRA, Tenant, at its sole cost and expense, shall furnish to DEPE
security satisfactory to DEPE, in the amount of at least 100% of the
cleanup cost estimate obtained, in the form of a bond or letter of
credit issued by a financial surely authorized to do business in the
State of New Jersey, guaranteeing the performance and completion of
Tenant's obligations pursuant to ISRA. The security furnished by
Tenant shall be renewed and kept in force by Tenant, at Tenant's sole
cost and expense, until such time as Tenant shall have received final
approval of the cleanup and a release of the financial assurances from
DEPE.
g. Tenant hereby assumes and agrees to indemnify and hold harmless
Landlord from and against all obligations, liabilities, damages,
costs, fines, penalties, losses and expenses under, in connection
with, arising from or relating to, Tenant's compliance or failure to
comply with ISRA as set forth above, including but not limited to,
reasonable attorney, consultant and expert fees. Such obligation to
comply with ISRA shall be discharged when the DEPE approves a negative
declaration or has issued written confirmation that a remedial action
workplan has been implemented and completed to the satisfaction of the
DEPE.
Landlord hereby assumes and agrees to indemnify and hold harmless
Tenant from and against all obligations, liabilities, damages, costs,
fines, penalties, losses and expenses under, in connection with,
arising from or relating to, Landlord's compliance or failure to
comply with ISRA as set forth above, including but not limited to,
reasonable attorney, consultant and expert fees. Such obligation to
comply with ISRA shall be discharged when the DEPE approves a negative
declaration or has issued written confirmation that a remedial action
workplan has been implemented and completed to the satisfaction of the
DEPE.
h. In the event Tenant is unable to obtain either (a) a non-
applicability letter; (b) an approval of a negative declaration; or
(c) an approval of a remedial action workplan prior to the occurrence
of the event triggering applicability of ISRA, then Tenant, at its
sole cost and expense, shall do everything necessary in order to
obtain agreement with DEPE, authorizing the occurrence of the event
triggering ISRA and obligating Tenant to comply, at its sole cost and
expense, with all requirements of ISRA on terms and conditions
satisfactory to Landlord and without imposing any restrictions or
prohibitions against the Premises.
i. Notwithstanding anything in this Lease to the contrary, and without
limiting any other provisions of this Paragraph 50, Tenant, at its
sole cost and expense, shall observe, comply and fulfill all of the
terms and provisions of all applicable Environmental Laws, as the same
may be amended from time to time, as they relate to Tenant's use and
occupancy of the Premises during the term of this Lease, unless caused
by Landlord.
j. In the event there shall be filed a lien against the Premises arising
out of a claim(s) by DEPE pursuant to the provisions of the Spill Act
or by EPA pursuant to the provisions of CERCLA caused by Tenant,
Tenant immediately either shall: 1) pay the claim and remove the lien
from the Premises; or, 2) furnish a bond, cash receipt or other
security satisfactory to discharge the claim out of which the lien
arises.
k. Tenant hereby covenants and agrees to indemnify and, hold Landlord
harmless from and against any and all losses of whatever nature,
including lost rentals, claims, costs, fines, penalties, losses and
expenses, including but not limited to, reasonable attorney,
consultant and expert fees that Landlord may sustain as a result of
Tenant's non-compliance or failure to comply in a timely fashion with
the provisions of this Paragraph 50 or any Environmental Law or by
Tenant's Release of Hazardous Substances at the Premises.
Landlord hereby covenants and agrees to indemnify and hold Tenant
harmless from and against any and all losses of whatever nature,
including lost rentals, claims, costs, fines, penalties, losses and
expenses, including but not limited to, reasonable attorney,
consultant and expert fees that Tenant may sustain as a result. of
Landlord's non-compliance or failure to comply in a timely fashion
with the provisions of this Paragraph 50 or any Environmental Law or
by Landlord's Release of Hazardous Substances at the Premises, or the
condition of the Premises prior to the commencement of the lease.
1. i. Tenant promptly shall provide Landlord with all documentation and
correspondence provided to DEPE pursuant to the Worker and Community
Right to Know Act, N.J.S.A. 34:5A-1 et sea., and all rules,
regulations, orders, directives and opinions promulgated thereunder.
ii. Tenant promptly shall supply Landlord with all reports and
notices made by Tenant pursuant to the Hazardous Substance Discharge
Reports and Notices Act, N.J.S.A. 13:lK-15, et seq. and all rules,
regulations, orders, directives and opinions promulgated thereunder.
iii. Tenant promptly shall provide Landlord with a copy of all
permits obtained pursuant to any Environmental Law,
m. Tenant acknowledges that for Landlord to comply with the requirements
of Environmental Laws, Landlord from time to time, may have to enter
the Premises. Landlord and/or its agents shall have an irrevocable
license and right to enter the Premises for such purposes, as well as
for removing soil, installing test and/or monitoring wells, such other
equipment and undertaking such other work as may be required by DEPE.
All such entry by Landlord and/or its agents shall be upon reasonable
notice to Tenant, and shall not unreasonably interfere with the
conduct of Tenant's business.
n. Tenant shall cooperate fully in allowing, from time to time, such
examinations, tests, inspections, and reviews of the Premises as
Landlord, in its sole and absolute discretion, shall determine to be
advisable in order to evaluate any potential environmental problems.
Landlord expressly reserves the right, but without any obligation, to
conduct examinations, tests, (including but not limited to a
geohydrological survey of soil and subsurface conditions), inspections
and reviews of the Premises as Landlord, in its sole and absolute
discretion, may determine to be necessary, as long as such actions
shall not unreasonably interfere with the conduct of Tenant's
business.
o. Landlord and Tenant agree to cooperate with each other to provide any
information necessary to the other in order to effect compliance with
any Environmental Law.
p. Notwithstanding anything to the contrary contained in this Lease,
Tenant shall not be responsible for complying with any Environmental
Law in connection with any spill or ReLease of Hazardous Substances
which occurred prior to the Commencement Date of this Lease or which
was caused by Landlord.
q. In the event Tenant shall fail to comply in full with this Paragraph,
Landlord, at its option, may perform any and all of Tenant's
obligations as aforesaid, and all costs and expenses incurred by
Landlord, in the exorcise of its rights shall be deemed a claim
against Tenant as Additional Rent payable on demand.
r. The provisions of this Paragraph 50 shall survive the expiration or
earlier termination of this Lease, regardless of the reason for such
termination and compliance with the provisions of this Paragraph 50
may require Tenant to expend funds or perform acts after the
expiration or termination of this Lease. Tenant agrees to expend such
funds and/or perform such acts and shall not be excused therefrom
notwithstanding any expiration or termination of this Lease, it being
agreed and acknowledged that Landlord would not have entered into this
Lease but for the provisions of this Paragraph 50 and the survival
thereof.
s. During, at the end of, or after the term of this Lease, Tenant agrees
to execute any or all documents required by Landlord in connection
with compliance with any Environmental Law.
51. GENERAL PROVISIONS
------------------
a. Joint obligation. If there be more than one Tenant, the obligations
----------------
hereunder imposed shall be joint and several.
b. Marginal Headings, etc. The marginal headings index, Lease summary
-----------------------
sheet and titles to the articles of this Lease are not a part of the
Lease and shall have no effect upon the construction or interpretation
of any part hereof.
c. Choice of Law. This Lease shall be governed by and construed in
--------------
accordance with the laws of the State in which the Premises are
located.
d. Successors and Assigns. The covenants and conditions herein
-----------------------
contained, subject to the provisions as to assignment, inure to and
bind the heirs, successors, executors, administrators and assigns of
the parties hereto.
e. Recordation. Neither Landlord nor Tenant shall record this Lease, but
------------
a short-form memorandum hereof may be recorded at the request of
Landlord.
f. Quiet Possession. Upon Tenant's paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder,
Tenant shall have quiet possession of the Premises for the entire term
hereof, subject to all the provisions of this Lease.
g. Inability to Perform. This Lease and the obligations of the Tenant
hereunder shall not be affected or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in
doing so, if such inability or delay is caused by reason of strike,
labor troubles, acts of God, or any other cause beyond the reasonable
control of the Landlord.
h. Partial Invalidity. Any provision of this Lease which shall prove to
be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provision hereof and such other provision(s)
shall remain in full force and effect.
i. Cumulative Remedies. No remedy or election hereunder shall be deemed
-------------------
exclusive but shall, whenever possible, be cumulative with all other
remedies at law or in equity.
j. Entire Agreement. This Lease contains the entire agreement and no
-----------------
representations, inducements, promises or agreements, oral or
otherwise, between the parties, not embodied herein, shall be of any
force or effect.
k. No Option. The submission of this Lease for examination does not
----------
constitute a reservation of or option for the Premises, and this Lease
becomes effective only upon execution and delivery thereof by
Landlord.
52. EXPANSION. Tenant shall have the right of first offer on all
---------
contiguous space in the building.
53. OPTION TO RENEW. Tenant shall have the option t6 renew this Lease
----------------
for one additional term of five (5) years under the following terms and
conditions, at a rental to be negotiated.
a. Commencement. The next day following the termination date of the
-------------
initial term.
b. Notice. Tenant shall notify Landlord, or its agents or assigns, in
------
writing, by certified mail, no later than nine (9) months prior to the
expiration of the initial term of this Lease.
C. Tenant shall have an option to renew this Lease for an additional term
of five (5) years following the termination date of the first five (5)
year option at a rental to be negotiated.
d. Other Terms. In each and every other respect and matter, all of the
-----------
terms, conditions, provisions and covenants of the original Lease
shall be binding upon and inure to the benefit of the parties hereto,
their successors and assigns, in the same manner and to the same
extent as if each of the parties hereto had been the initial parties
to the original Lease.
IN WITNESS WHEREOF, the parties herein have hereunto set their
hands and seals in triplicate, the day and year first above written.
DATE LANDLORD: ADVENT REALTY LIMITED PARTNERSHIP II
----
BY:/s/ Michael Ruane
-------------------------------
ATTEST:
---------------------------
DATE: TENTANT: NOVA MICROSONICS, INC.
12/14/94 BY:/s/ Thomas J. Williams
-------- -------------------------------
ATTEST: /s/ Jack N. Bergen
----------------------------
SCHEDULE A
Graph - Allendale Park Site Plan
SCHEDULE B
LANDLORD'S WORK
In keeping with and as part of the lease between Advent Realty Limited
Partnership II, a Boston corporation ("Landlord") and Nova MicroSonics, a
division of Advanced Technology Laboratories ("Tenant"), Landlord agrees at
his sole cost and expense to the demolition and rebuilding of interior spaces of
the premises in accordance with this Schedule B and the attached Exhibit B.
Landlord and Tenant further agree and acknowledge that Exhibit B is subject to
change by mutual agreement of Landlord and Tenant as final construction drawings
are developed. Landlord and Tenant further agree that final drawings will be
substantially equivalent to Exhibit B.
1. 100% of the Premises will be provided with gas heating and electric air
conditioning designed to provide 72.F at 50% relative humidity when outdoor
temperature is 90.F during cooling season and 72.F when outdoor temperature
is l0.. This will be accomplished through the installation of 3 or more
new high efficiency HVAC units of up to 36 tons capacity and the
reconditioning of 4 existing units of 42.5 tons capacity. Zone control
will be accomplished through the establishment of a minimum of 8 zones with
separate thermostatic control units.
2. Office and other areas designated on Exhibit B will have nine (9) foot
height clear ceilings. Assembly and similar areas designated on Exhibit B
will have ten (10) foot clear ceiling height. Warehouse ceiling height
designated on Exhibit i3 will be full building height. Ceiling will be
installed as 2x4 standard acoustic panel with exposed metal grid and will
be continuous over tops of interior partition walls with the exception of
perimeter offices and fire code partitions between office, assembly, and
warehouse areas as shown on Exhibit B.
3. Provide full kitchen with wet sink, range top, dishwasher, full size
refrigerator, cabinetry per drawing to be provided by architect. Full
electric and plumbing to be included for all appliances, sinks and kitchen
components.
4. A mechanically operable dividing wall from Modern Fold Styles, Inc., will
be provided and installed in appropriate recessed opening in
lunchroom/conference room, acceptable to Tenant.
5. The entire south facing exterior wall will be outfitted with double
glazed insulated high efficiency glass windows comparable in size to
existing East facing windows with operable lower panels.
6. Two (2) loading docks to be equipped with new interior levelators
equivalent to Model-608-K, manufacturer - Kelly, and new electrically
powered overhead doors with positive OSHA approved safety interlocks or
sensors.
7. All permanent building fixtures and all building construction/features will
be in compliance with Americans with Disabilities Act Accessibility
Guidelines for buildings and facilities in effect at time of occupancy and
lease commencement.
8. Main restroom facilities will be installed to meet construction code for 80
people (an equal mix of men and women) complete with ceramic tile on floor
and to wainscot height on wall, mirrors, vanities, liquid soap dispensers,
and roll towel fixtures, etc.
9. Install industrial grade low pile carpeting in all areas with the exception
of warehouse and loading docks with an allowance of $11/sq.yd installed.
Warehouse and loading docks to have concrete floors coated with an
appropriate sealant at a cost to Tenant of $400. Landlord to provide an
offset of $11 per sq. yd. installed for all areas designated by Tenant on
attached plan (Exhibit B).
10. Lighting to be installed with new building standard grade fixtures
sufficient to provide 55 foot candles of light minimum throughout the
facility. Fixtures to be mounted internal to ceiling in office and assembly
areas and free hanging in warehouse and loading areas. Landlord to provide
quotation to Tenant for Total Installed cost of USI Columbia T8-HC-242G-
4139 2'x4' Parabolic lighting fixtures. Quotation to show cost of USI
fixtures and allowance for building standard fixtures being replaced.
Tenant would have the right to request the use of the USI fixtures up until
a time specified in writing by Landlord with Tenant providing payment for
incremental expense of USI fixtures.
11. Glass partitions to be provided as specified in architectural drawings at
$20.00 per sq. ft. up to an allowance of $8,000 total.
12. One inch horizontal aluminum window blinds will be provided for all
exterior windows and glass doors up to an allowance of $6,000.
13. Existing shower and toilet facility will be refurbished and remodeled to
provide two single use facilities, one with a shower, as specified in
architectural drawings.
14. Sprinkler system to be installed according to Factory mutual requirements:
a. Sprinkler protection for the proposed office areas should be designed
to provide 0.10 gpm/sq. ft. over the most remote 1,500 sq. ft.
including a 250 gpm hose allowance.
b. Sprinkler protection for the electronic manufacturing, testing and
assembly areas (test lab, development lab, controlled stock area, P.C.
testing and assembly and 0.20 gpm over 2,500 sq. ft., including a 500
gpm hose allowance.
c. An up-to-date water test should be performed prior to the design of
these systems to provide a water supply for the basis of design. once
developed, plans and hydraulic calculations for these systems should
be submitted to Factory Mutual Engineering Association, 30 Vreeland
Road, Florham Park, New Jersey 07932-1993 for review and comment
prior to the fabrication and installation of materials.
d. The sprinkler control valve to. the facility should be locked with a
nonbreakable lock in the wide open position. Additionally, a
procedure should be established which requires building management
and/or the adjacent tenant to notify Nova MicroSonics if the valve
will be shut for any reason.
15. Electrical service provided at 480 volt/3 phase/1000 Amps with appropriate
step down transformers and panels to provide:
a. Electrical outlets per code with a maximum of 6 duplex outlets per 20
A/115V line in walls in offices, conference rooms, file rooms,
assembly, and laboratory areas.
b. Electrical circuits pre-wired and accessible in ceiling of open areas
in the ratio of one circuit per 400 sq. ft. or part thereof.
c. 10 each dedicated electrical circuits 115V or 230V AC as specified in
architectural plans.
16. Sound proofing insulation to be installed in interior walls of Conference
and Demo rooms, and five designated exterior offices.
17. All doors to be installed pet architectural drawings are solid core wood
veneer doors in off ices and steel full height, 1 hour fire rated normally
closed doors in assembly and warehouse areas.
18. All interior partitions to be constructed with 5/8th thick gypsum wall
board to underside of hung ceiling except as designated on plans for
demising wall to adjacent tenant and wall separating office/assembly areas
and assembly/warehouse areas. These designated walls will be of 1 hour
fire rated construction. All walls to be finished with enamel paint with
eggshell or satin finish.