This Lease Agreement, made the 13th day of March 1997,
Landlord
Between: ARCHIE SCHWARTZ CO./ BELL HOLDING CO.
c/o Mandelbaum
residing or located at: 80 Main Street in the Town of
West Orange in the County of Essex and State of New
Jersey, herein designated as the Landlord, and
Tenant
PPA TECHNOLOGIES, INC.. residing or located at #8
Cambridge Drive in the Boro. of Allendale in the
County of Bergen and State of New Jersey, herein
designated as the Tenant;
Witnesseth that, the Landlord does hereby lease to the
Tenant and the Tenant does hereby rent from the
Landlord, the following described premises:
Premises
#163 SOUTH STREET, HACKENSACK, NEW JERSEY
Term
for a term of four (4) years commencing on April 1st
1997, and ending on March 31st, 2001 to be used and
occupied only and for no other purpose than
Use
distribution of environmentally friendly products
which has an ISRA Code number of 5099-42/43. Tenant
agrees to comply with zoning ordinances and other
rules and regulations of the City of Hackensack,
County of Bergen, State of New Jersey.
Upon the following Conditions and Covenants:
Payment of Rent
1st: The Tenant covenants and agrees to pay to the
Landlord, as rent for and during the term hereof, the
sum of See Exhibit "A"-Rent Clause in the following
manner:
Repairs and Care
2nd: The Tenant has examined the premises and has
entered into this lease without any representation on
the part of the Landlord as to the condition thereof.
The Tenant shall take good care of the premises and
shall at the Tenant's own cost and expense, make all
repairs, including painting and decorating, and shall
maintain the premises in good condition and state of
repair, and at the end or other expiration of the term
hereof, shall deliver up the rented premises in good
order and condition, wear and tear from a reasonable
use thereof, and damage by the elements not resulting
from the neglect or fault of the Tenant, excepted. The
Tenant shall neither encumber nor obstruct the
sidewalks, driveways, yards, entrances, hallways and
stairs, but shall keep and maintain the same in a
clean condition, free from debris, trash, refuse, snow
and ice.
Glass, etc. Damage Repairs
3rd: In case of the destruction of or any damage to
the glass in the leased premises, or the destruction
of or damage of any kind whatsoever to the said
premises, caused by the carelessness, negligence or
improper conduct on the part of the Tenant or the
Tenant's agents, employees, guests, licensees,
invitees, subtenants, assignees or successors, the
Tenant shall repair the said damage or replace or
restore any destroyed parts of the premises, as
speedily as possible, at the Tenant's own cost and
expense.
Alterations/Improvements
4th: No alterations, additions or improvements shall
be made, and no climate regulating, air conditioning,
cooling, heating or sprinkler systems, television or
radio antennas, heavy equipment, apparatus and
fixtures, shall be installed in or attached to the
leased premises, without the written consent of the
Landlord. Unless otherwise provided herein, all such
alterations, additions or improvements and systems,
when made, installed in or attached to the said
premises, shall belong to and become the property of
the Landlord and shall be surrendered with the
premises and as part thereof upon the expiration or
sooner termination of this lease, without hindrance,
molestation or injury.
Signs
5th: The Tenant shall not place nor allow to be placed
any signs of any kind whatsoever, upon, in or about
the said premises or any part thereof, except of a
design and structure and in or at such places as may
be indicated and consented to by the Landlord in
writing. In case the Landlord or the Landlord's
agents, employees or representatives shall deem it
necessary to remove any such signs in order to paint
or make any repairs, alterations or improvements in or
upon said premises or any part thereof, they may be so
removed, but shall be replaced at the Landlord's
expense when the said repairs, alterations or
improvements shall have been completed. Any signs
permitted by the Landlord shall at all times conform
with all municipal ordinances or other laws and
regulations applicable thereto.
Utilities
6th: The Tenant shall pay when due all the rents or
charges for water or other utilities used by the
Tenant, which are or may be assessed or imposed upon
the leased premises or which are or may be charged to
the Landlord by the suppliers thereof during the term
hereof, and if not paid, such rents or charges shall
be added to and become payable as additional rent with
the installment of rent next due or within 30 days of
demand therefor, whichever occurs sooner.
Compliance with Laws etc.
7th: The Tenant shall promptly comply with all laws,
ordinances, rules, regulations, requirements and
directives of the Federal, State and Municipal
Governments or Public Authorities and of all their
departments, bureaus and subdivisions, applicable to
and affecting the said premises, their use and
occupancy, for the correction, prevention and
abatement of nuisances, violations or other grievances
in, upon or connected with the said premises, during
the term hereof: and shall promptly comply with all
orders, regulations, requirements and directives of
the Board of Fire Underwriters or similar authority
and of any insurance companies which have issued or
are about to issue policies of insurance covering the
said premises and its contents, for the prevention of
fire or other casualty, damage or injury, at the
Tenant's own cost and expense.
Liability Insurance
8th: The Tenant, at Tenant's own cost and expense,
shall obtain or provide and keep in full force for the
benefit of the Landlord, during the term hereof,
general public liability insurance, insuring the
Landlord against any and all liability or claims of
liability arising out of, occasioned by or resulting
from any accident or otherwise in or about the leased
premises, for injuries to any person or persons, for
limits of not less than $1,000,0000 for injuries to
one person and $1,000,000 for injuries to more than
one person, in any one accident or occurrence, and for
loss or damage to the property of any person or
persons, for not less than $250,000.
Indemnification
The policy or policies of insurance shall be of a
company or companies authorized to do business in this
State and shall be delivered to the Landlord, together
with evidence of the payment of the premiums therefor,
not less than fifteen days prior to the commencement
of the term hereof or of the date when the Tenant
shall enter into possession, whichever occurs sooner.
At least fifteen days prior to the expiration or
termination date of any policy, the Tenant shall
deliver a renewal or replacement policy with proof of
the payment of the premium therefor. The Tenant also
agrees to and shall save, hold and deep harmless and
indemnify the Landlord from and for any and all
payments, expenses, costs, attorney fees and from and
for any and all claims and liability for losses or
damage to property or injuries to persons occasioned
wholly or in part by or resulting form any acts or
omissions by the tenant or the Tenant's agents,
employees, guests, licensees, invites, subtenants,
assignees or successors, or for any cause or reason
whatsoever arising out of or by reason of the
occupancy by the Tenant and the conduct of the
Tenant's business.
Assignment
9th: The Tenant shall not, without the written consent
of the Landlord, assign, mortgage or hypothecate this
lease, nor sublet or sublease the premises or any part
thereof.
Restriction of use
10th: The Tenant shall not occupy or use the leased
premises or any part thereof, nor permit or suffer the
same to be occupied or used for any purposes other
than as herein limited, nor for any purpose deemed
unlawful, disreputable, or extra hazardous, on account
of fire or other casualty.
Mortgage Priority
11th: This lease shall not be a lien against the said
premises in respect to any mortgages that may
hereafter be placed upon said premises. The recording
of such mortgage or mortgages shall have preference
and precedence and be superior and prior in lien to
this lease, irrespective of the date of recording and
the Tenant agrees to execute any instruments, without
cost, which may be deemed necessary or desirable, to
further effect the subordination of this lease to any
such mortgage or mortgages. A refusal by the Tenant to
execute such instruments shall entitle the Landlord to
the option of canceling this lease and the term hereof
expressly limited accordingly.
Condemnation Eminent Domain
12th: If the land and premises leased herein, or of
which the leased premises are a part, or any portion
thereof, shall be taken under eminent domain or
condemnation proceedings, or if suit or other action
shall be instituted for the taking or condemnation
thereof, or if in lieu of any format condemnation
proceedings or actions, the Landlord shall grant an
option to purchase and or shall sell and convey the
said premises or any portion thereof, to the
governmental or other public authority, agency, body
or public utility, seeking to take said land and
premises or any portion thereof, than this lease, at
the option of the Landlord, shall terminate, and the
term hereof shall end as of such date as the Landlord
shall fix by notice in writing; and the Tenant shall
have no claim or right to claim or be entitled to any
portion of any amount which may be awarded as damages
or paid as the result of such condemnation proceedings
or paid as the purchase price for such option, sale or
conveyance in lieu of formal condemnation proceedings;
and all rights of the Tenant to damages, if any, are
hereby assigned to the Landlord. The Tenant agrees to
execute and deliver any instruments, at the expense of
the Landlord, as may be deemed necessary or required
to expedite any condemnation proceedings or to
effectuate a proper transfer of title to such
governmental or other public authority, agency, body
or public utility seeking to take or acquire the said
lands and premises or any portion thereof. The Tenant
covenants and agrees to vacate the said premises,
remove all the Tenant's personal property therefrom
and deliver up peaceable possession thereof to the
Landlord or to such other party designated by the
Landlord in the aforementioned notice. Failure by the
Tenant to comply with any provisions in this clause
shall subject the Tenant to such costs, expenses,
damages and losses as the Landlord may incur by reason
of the Tenant's breach hereof.
Fire and other Casually
13th: In case of fire or other casualty, the Tenant
shall give immediate notice to the Landlord. If the
premises shall be partially damaged by fire, the
elements or other casualty, the Landlord shall repair
the same as speedily as practicable, but the Tenant's
obligation to pay the rent hereunder shall not cease.
If, in the opinion of the Landlord, the premises be so
extensively and substantially damaged as to render
them untenantable, then the rent shall cease until
such time as the premises shall be made tenantable by
the Landlord. However, if, in the opinion of the
Landlord, the premises be totally destroyed or so
extensively and substantially damaged as to require
practically a rebuilding thereof, then the rent shall
be paid up to the time of such destruction and then
from thenceforth this lease shall come to an end. In
no event however, shall the provisions of this clause
become effective or be applicable, if the fire or
other casualty and damage shall be the result of the
carelessness, negligence or improper conduct of the
Tenant or the Tenant's agents, employees, guests,
licensees, invitees, subtenants, assignees or
successors. In such case, the Tenant's liability for
the payment of the rent and the performance of all the
covenants, conditions and terms hereof on the Tenant's
part to be performed shall continue and the Tenant
shall be liable to the Landlord for the damage and
loss suffered by the Landlord. If the Tenant shall
have been insured against any of the risks herein
covered, then the proceeds of such insurance shall be
paid over to the Landlord to the extent of the
Landlord's costs and expenses to make the repairs
hereunder, and such insurance carriers shall have no
recourse against the Landlord for reimbursement.
Reimbursement of Landlord
14th: If the Tenant shall fail or refuse to comply
with and perform any conditions and covenants of the
within lease, the Landlord may, if the Landlord so
elects, carry out and perform such conditions and
covenants, at the cost and expense of the Tenant, and
the said cost and expense shall be payable on demand,
or at the option of the Landlord shall be added to the
instalment of rent due immediatley thereafter but in
no case later than one month after such demand,
whichever occurs sooner, and shall be due and payable
as such. This remedy shall be in addition to such
other remedies as the Landlord may have hereunder by
reason of the breach by the Tenant of any of the
covenants and conditions in this lease contained.
Inspection and Repair
15th: The Tenant agrees that the Landlord and the
Landlord's agents, employees or other representatives,
shall have the right to enter into and upon the said
premises or any aprt thereof, at all reasonable hours,
for the purpose of examining the same or making such
repairs or alterations therein as may be necessary for
the safety and preservation thereof. This clause shall
not be deemed to be a covenant by the Landlord nor be
construed to create an obligation on the part of the
Landlord to make such inspection or repairs.
Right to Exhibit
16th: The Tenant agrees to permit the Landlord and the
Landlord's agents, employees or other representatives
to show the premises to persons wishing to rent or
purchase the same, and Tenant agrees that on and after
ninety (90) days next preceding the expiration of the
term hereof, the Landlord or the Landlord's agents,
employees or other representatives shall have the
right to place notices on the front of said premises
or any part thereof, offering the premises for rent or
for sale; and the Tenant hereby agrees to permit the
same to remain thereon without hindrance or
molestation.
Increase of Insurance Rates
17th: If for any reason it shall be impossible to
obtain fire and othe hazard insurance on the buildings
and improvements on the leased premises, in an amount
and in the form and in insurance companies acceptable
to the Landlord, the Landlord may, if the Landlord so
elects at any time thereafter, terminate this lease
and the term hereof, upon giving to the Tenant fifteen
days notice in writing of the Landlord's intention so
to do, and upon the giving of such notice, this lease
and the term thereof shall terminate. If by reason of
the use to which the premises are put by the Tenant or
character of or the manner in which the Tenant's
business is carried on, the insurance rates for fire
and other hazards shall be increased, the Tenant shall
upon demand, pay to the Landlord, as rent, the amounts
by which the premiums for such insurance are
increased. Such payment shall be paid with the next
installment of rent but in no case later than one
month after such demand, whichever occurs sooner.
Removal of Tenant's Property
18th: Any equipment, fixtures, goods or other property
of the Tenant, not removed by the Tenant upon the
termination of this lease, or upon any quitting,
vacating or abandonment of the premises by the Tenant,
or upon the Tenant's eviction, shall be considered as
abandoned and the Landlord shall have the right,
without any notice to the Tenant, to sell or otherwise
dispose of the same, at the expense of the Tenant, and
shall not be accountable to the Tenant for any part of
the proceeds of such sale, if any.
Remedies upon Tenant's Default
19th: If there should occur any default on the part of
the Tenant in The performance of any conditions and
covenants herein contained, or if during the term
hereof the premises or any part thereof shall be or
become abandoned or deserted, vacated or vacant, or
should the Tenant be evicted by summary proceedings or
otherwise, the Landlord, in addition to any other
remedies herein contained or as may be permitted by
law, may either by force or otherwise, without being
liable for prosecution therefor, or for damages, re-
enter the said premises and the same have and again
possess and enjoy; and as agent for the Tenant or
otherwise, re-let the premises and receive the rents
therefor and apply the same, first to the payment of
such expenses, reasonable attorney fees and costs, as
the Landlord may have been put to in re-entering and
repossessing the same and in making such repairs and
alterations as may be necessary; and second to the
payment of the rents due hereunder. The Tenant shall
remain liable for such rents as may be in arrears and
also the rents as may accrue subsequent to the re-
enter by the Landlord, to the extent of the difference
between the rents reserved hereunder and the rents, if
any, received by the Landlord during the remainder of
the unexpired term hereof, after deducting the
aforementioned expenses, fees and costs; the same to
be paid as such deficiencies arise and are ascertained
each month.
Termination on Default
20th: Upon the occurrence of any of the contingencies
set forth in the preceding clause, or should the
Tenant be adjudicated a bankrupt, insolvent or placed
in receivership, or should proceedings be instituted
by or against the Tenant for bankruptcy, insolvency,
receivership, agreement of composition or assignment
for the benefit of creditors, or if this lease or the
estate of the Tenant hereunder shall pass to another
by virtue of any court proceedings, writ of execution,
levy, sale, or by operation of law, the Landlord may,
if the Landlord so elects, at any time thereafter,
terminate this lease and the term hereof, upon giving
to the Tenant or to any trustee, receiver, assignee or
other person in charge of or acting as custodian of
the assets or property of the Tenant, five days notice
in writing, of the Landlord's intention so to do. Upon
the giving of such notice, this lease and the term
hereof shall end on the date fixed in such notice as
if the said date was the date originally fixed in this
lease for the expiration hereof; and the Landlord
shall have the right to remove all persons, goods,
fixtures and chattels therefrom, by force or
otherwise, without liability for damages.
Non-Liability of Landlord
21st: The Landlord shall not be liable for any damage
or injury which may be sustained by the Tenant or any
other person, as a consequence of the failure,
breakage, leakage or obstruction of the water,
plumbing, steam, sewer, waste or soil pipes, roof,
drains, leaders, gutters, valleys, downspouts or the
like or of the electrical, gas, power, conveyor,
refrigeration, sprinkler, airconditioning or heating
systems, elevators or hoisting equipment; or by reason
of the elements; or resulting from the carelessness,
negligence or improper conduct on the part of any
other Tenant or of the Landlord or the Landlord's or
this or any other Tenant's agents, employees, guests,
licensees, invitees, subtenants, assignees or
successors; or attributable to any interference with,
interruption of or failure, beyond the control of the
landlord, of any services to be furnished or supplied
by the Landlord.
Non-Waiver by Landlord
22nd: The various rights, remedies, options and
elections of the Landlord, expressed herein, are
cumulative, and the failure of the Landlord o enforce
strict performance by the Tenant of the conditions and
covenants of this lease or to exercise any election or
option or to resort or have recourse to any remedy
herein conferred or the acceptance by the Landlord of
any installment of rent after any breach by the
Tenant, in any one or more instances, shall not be
construed or deemed to be a waiver or a relinquishment
for the future by the Landlord or any such conditions
and covenants, options, elections or remedies, but the
same shall continue in full force and effect.
Non-Performance by Landlord
23rd: This lease and the obligation of the Tenant to
pay the rent hereunder and to comply with the
covenants and conditions hereof, shall not be
affected, curtailed, impaired or excused because of
the Landlord's inability to supply any service or
material called for herein, by reason of any rule,
order, regulation or preemption by any governmental
entity, authority, department, agency or subdivision
or for any delay whcih may arise by reason of
negotiations for the adjustment of any fire or other
casualty loss or because of strikers or other labor
trouble or for any cause beyond the control of the
Landlord.
Validity of Lease
24th: The terms, conditions, covenants and provisions
of this lease shall be deemed to be severable. If any
clause or provision herein contained shall be adjudged
to be invalid or unenforceable by a court of competent
jurisdiction or by operation of any applicable law, it
shall not affect the validity of any other clause or
provision herein, but such other clauses or provisions
shall remain in full force and effect.
Notices
25th: All notices required under the terms of this
lease shall be given and shall be complete by mailing
such notices by certified or registered mail, return
receipt requested, to the address of the parties as
shown at the head of this lease, or to such other
address as may be designated in writing, which notice
of change of adcress shall be given in the same
manner.
Title and Quiet Enjoyment
26th: The Landlord covenants and represents that the
Landlord is the owner of the premises herein leased
and has the right and authority to enterinto, execute
and deliver this lease; and does further covenant that
the Tenant on paying the rend and performing the
ocnditions and covenants herein contained, shall and
may peaceably and quietly have, hold and enjoy the
leased premises for the term aforementioned.
Entire Contract
27th: This lease contians the entire contract between
the parties. No representative, agent or employee of
the Landlord has been authorized to make any
representations or promises with reference to the
within letting or to vary, alter or modify the terms
hereof. No additions, changes or modifications,
renewals or extensions hereof, shall be binding unless
reduced to writing and signed by the Landlord and the
Tenant.
Tax Increase
28th: See Rider Para. #32
Mechanics' Liens
29th: If any mechanics' or other liens shall be
created or filed against the leased premises by reason
of labor performed or materials furnished for the
Tenant in the erection, construction, completion,
alteration, repair or addition to any building or
improvement, the Tenant shall upon demand, at the
Tenant's own cost and expense, cause such lien or
liens to be satisfied and discharged of record
together with any Notices of Intention that may have
been filed. Failure so to do, shall entitle the
Landlord to resort to such remedies as are provide
herein in the case of any default of this lease, in
addition to such as are permitted by law.
Waiver of Subrogation Rights
30th: The Tenant waives all rights of recovery against
the Landlord or Landlord's agents, employees or other
representatives, for any loss, damages or injury of
any nature whatsoever to property or persons for which
the Tenant is insured. The Tenant shall obtain from
Tenant's insurance carriers and will deliver to the
Landlord, waivers for the subrogation rights under
the respective policies.
Security
31st: The Tenant has this day deposited with the
Landlord the sum of (2) months rent as security for
the payment of the rent hereunder and the full and
faithful performance by the Tenant of the covenants
and conditions on the part of the Tenant to be
performed. Said sum shall be returned to the Tenant,
without interest, after the expiration of the term
hereof, provided that the Tenant has fully and
faithfully performed all such covenants and conditions
and is not in arrears in rent During the term hereof,
the Landlord may, if the Landlord so elects, have
recourse to such security, to make good any default by
the Tenant, in which event the Tenant shall, on
demand, promptly restore said security to its original
amount. Liability to repay said security to the Tenant
shall run with the reversion and little to said
premises, whether any change in ownership thereof be
by voluntary alienation or as the result of judicial
sale, foreclosure or other proceedings, or the
exercise of a right of taking or entry by any
mortgagee. The Landlord shall assign or transfer said
security, for the benefit of the Tenant, to any
subsequent owner or holder of the reversion or title
to said premises, in which case the assignee shall
become liable for the repayment thereof as herein
provided, and the assignor shall be deemed to be
released by the Tenant from all liability to return
such security. This provision shall be applicable to
every alienation or change in title and shall in no
wise be deemed to permit the Landlord to retain the
security after termination of the Landlord's ownership
of the reversion or title. The Tenant shall not
mortgage, encumber or assign said security without the
written consent of the Landlord.
See Exhibits A,B, and C attached hereto and made a
part hereof.
See Rider attached hereto and made a part hereof.
Conformation with Laws and Regulations
The Landlord may pursue the relief or remedy sought in
any invalid clause, by conforming the said clause with
the provisions of the statutes or the regulations of
any governmental agency in such case made and provided
as if the particular provisions of the applicable
statutes or regulations were set forth herein at
length.
In all references herein to any parties, persons,
entities or corporations the use of any particular
gender or the plural or singular number is intended to
include the appropriate gender or number as the text
of the within instrument may require. All the terms,
covenants and conditions herein contained shall be for
and shall inure to the benefit of and shall bind the
respective parties hereto, and their heirs, executors,
administrators, personal or legal representatives,
successors and assigns.
In Witness Whereof, the parties hereto have hereunto
set their hands and seals, or caused these presents to
be signed by their proper corporate officers and their
proper corporate seal to be hereto affixed, the day
and year first above written.
Signed, Sealed and Delivered ARCHIE
SCHWARTZ CO./BELL HOLDING CO
in the presence of
or Attested by /S/ David
Mandelbaum
David Mandelbaum Landlord
PPA TECHNOLOGIES, INC.
Tenant
/S/ Gerald Sugerman/ Secretary
/S/ Roger L. Fidler
Gerald Sugerman
Roger L. Fidler
ADDENDUM TO LEASE BETWEEN ARCHIE SCHWARTZ CO./BELL
HOLDING CO.
AND PPA TECHNOLOGIES DATED MARCH 12, 1997
Notwithstanding any terms and conditions set
forth herein above, the following terms and conditions
amend and supersede the Lease between the parties:
With respect to:
The business code referred to under Use is a SIC Code,
not an ISRA Code.
Paragraph 4: All equipment brought into the Premises
by Tenant shall remain the property of Tenant and
shall be removed by Tenant when Tenant vacates the
premises, and any alterations to the Premises so as to
make the equipment operable shall be removed and the
Premises returned to its original condition at
Tenant's expense.
Paragraph 12: The Lease shall not terminate until
actual condemnation. Landlord shall advise Tenant
within five (5) business days of the commencement of
any action seeking condemnation and Tenant shall have
the right to seek damages for its own account for
condemnation of its Leasehold interests. In any
settlement with an entity seeking condemnation,
Landlord shall not settle with such entity on terms
which provide Tenant with less than ninety (90) days
to vacate the Premises.
Paragraph 13: If the building is rendered unfit for
occupancy for thirty (30) consecutive days, Tenant
shall have the option to terminate the Lease.
Paragraph 17: The notice period is increased to thirty
(30) days and in the event that the cost of Landlord's
coverage is at issue, Tenant shall have the right to
seek out a policy with substantially the same coverage
as the policy upon which Landlord's complaint is
based.
Paragraph 41(C): The term "petroleum products" shall
be defined as "petroleum distillates", the term "any
other substance defined as a hazardous or toxic
substance by any Federal, state or local law,
ordinance, rule or regulation" shall mean any
substance which has a DOT health hazard rating greater
than 2. The prohibition against gasoline and
petroleum distillates shall not prohibit Tenant from
allowing automobiles and trucks from being parked on
the premises, hydraulic fluids and lubricating oils
used in our equipment, as well as minor amounts of
office supply materials, e.g correction fluid,
cleaning solvents (detergents and ammonia glass
cleaner) and the like.
Exhibit B: There are two leaks in the warehouse, and
one at the front door that shall be repaired.