Exhibit 10.08
LEASE AGREEMENT
THIS LEASE, dated the tenth day of April 25th, 1996, between MCTOOBE
MANAGEMENT, INC. having an office at 190 Main Street, New Jersey 07601,
hereinafter referred to as LANDLORD,
AND
IDT INTERNET, INC. having an office at 294 State Street, Hackensack
07601, New Jersey, herein referred to as TENANT.
WITNESSETH that the Landlord hereby leases to the Tenant and the Tenant
hereby rents from the Landlord for the term and upon the rate specified, the
premises described as follows, situated in the City of Hackensack, County of
Bergen and State of New Jersey, consisting of 22,800 rentable square feet, in
the aforesaid premises known as 190 Main Street, Hackensack, New Jersey.
Landlord and tenant agree rent is $8.75 per sq. ft. as space hasn't been
measured yet by tenant.
1. The term of this lease shall be three (3) years, beginning May 1,
1996 and ending April 30, 1999.
2(a). Rent shall not start being due until latter of month after
electric installed or space is actually ready.
2. The Tenant agrees to pay to the Landlord as rent for and during
the term hereof, the sum of $598,500.00 (FIVE HUNDRED AND NINETY EIGHT
THOUSAND AND FIVE HUNDRED DOLLARS) at a rate of $16,625.00 monthly. Real
estate taxes are included. Tenant will be responsible for his pro rata share
of tax increases over base year 1996 as additional rent. Tenant shall not be
responsible for reassessment increases.
3. Payment of rent is due on the first day of each month. Payable to
Mctoobe Management, Inc. and mailed to 190 Main Street, Hackensack, New
Jersey 07601 or as may be otherwise directed by the Landlord in writing.
Tenant shall pay a late charge of 5% of the monthly rent for each payment
received by the Landlord after the 5th day of each month. Tenant shall pay a
late charge of 10% of the monthly rent for each rent payment that is received
by the landlord after the 10th of each month. The late charge shall be due
with the current late rent payment.
4. The Landlord covenants and agrees that the Tenant, on paying the
said rental and performing covenants and conditions in this lease contained,
shall and may peaceably and quietly have, hold and enjoy the demised premises
for the term aforesaid.
5. The Tenant covenants and agrees to use the demised premises as an
office. Sublease of any portion of the demised premises shall not be
unreasonably withheld.
6. The Tenant will comply with all the laws, statutes, ordinances,
orders, regulations, rules and requirements of every kind and nature relating
to the premises, or hereafter in effect, of the federal, state, county,
municipal, or other governmental
authorities whether they be usual or usual ordinary or extraordinary. The
Tenant agrees at his cost and expense to comply with all said requirements that
pertain to the Tenant and/or his use of the said demised premises. The Landlord
will be held harmless from all expenses and/or damages by reason of any notices,
orders, violations, or penalties filed against or imposed upon the premises or
against the Landlord because of the Tenant's non compliance with said
requirements.
7. The Tenant from and after the date of the commencement of the term
of this lease will hold the Landlord harmless against any and all claims,
suits, damages, or causes of action for damages arising after the
commencement of the term of this lease, and against any orders or decrees of
judgments which may be entered therein, brought for damages or alleged
damages resulting from any injury to person and/or property or loss of life
sustained in the demised premises, during the term hereof.
8. The Tenant shall during the demised term maintain a general
liability policy insuring the Tenant and naming the Landlord as additional
insured in an amount to be agreed upon by the parts but in no event less than
$100,000/$300,000. Tenant shall cause the Landlord to be provided with
certificates of insurance showing the issuance of the insurance policies
provided for in this and shall further provide the Landlord with proof of
payment of the premiums in connection with said property.
9. All erections, alterations, additions and improvements, whether
temporary or permanent in character, which may be made upon the premises
either by the Landlord or the Tenant, except furniture or movable trade
fixtures installed at the expense of the Tenant shall be the property of the
Landlord and shall remain upon and be surrendered with the premises as a part
hereof at the termination of this lease without compensation to the Tenant.
The Tenant further agrees to keep said premises and all parts thereof in a
clean and sanitary condition and free from trash, inflammable material and
other objectionable material.
10. The Tenant shall not make any alterations, additions, or
improvements to said premises without the prior written consent of the
Landlord.
11. In the event that any mechanics' lien is filed against the
premises as a result of alterations, additions, or improvements made by the
Tenant, the Landlord at its option, after 90 days notice to the Tenant, may
terminate this lease and may pay the said lien without inquiring into the
validity thereof, and the Tenant shall forthwith reimburse the Landlord the
total expense incurred by the Landlord in discharging the said lien as
additional rent hereunder. Tenant may however post security with landlord's
attorney equal to mechanic lien and keep lease in effect until tenant has
lien removed. (Security may be cash, bond or insurance guarantee.)
12. If the Tenant does not exercise the option to renew as per the
conditions in Paragraph 23 of this Lease, then six (6) months prior to the
expiration of the demised term, the Landlord or its agent shall have the
right to place a suitable "For Lease" sign on the premises. Also, during
this time the Landlord or its agent with reasonable notice shall have the
right to examine the premises and/or exhibit the suite to perspective tenants.
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13. The Tenant agrees that in case of a fire or other casualty
resulting in damage to the premises it will give immediate notice thereof to
the Landlord, who shall thereupon, with expedition and in good and
workmanlike manner, after said damage, enter upon and undertake said repair
and rehabilitation, as is necessary to restore said premises to its original
condition before such damage, provided that such damage, with reasonable
dispatch, can be repaired within ninety (90) days from the fire or casualty.
The Landlord will make every effort to place the Tenant into available space
within the building during the repairs not to exceed the 90 day period. In
the event that the said demised premises shall at any time during the demised
term be totally destroyed by fire or other casualty, or should be rendered
party untenable, and the repair and rehabilitation of said demised premises
shall be of an extent requiring more than (90) days from the fire or casualty
for this completion, then this lease, at the option of either the Landlord or
Tenant may be terminated and the obligation to make rental payments thereupon
shall cease as of the date of such damage or destruction. Tenant shall not
be obligated to make rental payments in the event that landlord is unable to
place the Tenant into available space in or in close proximity to the
Building.
14. It is further agreed that if the rent herein provided for as well
as additional sums deemed rent and to be paid by the Tenant shall at any time
be in arrears and unpaid for more than ten (10) days after the demand,
Landlord, at his option may move to void this lease and enter into possession
of the demised premises and sue for and recover all rent due as herein
provided for the entire unexpired lease term. If tenant pays arrears, legal
fees, and penalties, landlord [illegible] Tenant in any such proceedings
hereby waives the right to trial by jury. In the event Landlord shall enter
into possession of the demised premises after default as above provided,
Landlord may rent the premises for the unexpired term on behalf of the Tenant
reserving the right to rent the premises for a longer period of time than
fixed in the original lease without releasing the original Tenant from any
liability, applying any monies collected first to the expense of resuming or
obtaining possession, second to restoring premises to a rentable condition
and then to the payment of the rent and all other charges due and to grow due
to the Landlord, any surplus to be paid to the Tenant who shall remain liable
for any deficiency, as measured by the term of this lease.
15. This lease is subject and is hereby subordinated to all present
and future mortgages, deeds of trust and other encumbrances affecting the
demised premises or the property of which said premises are a part. The
tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed or trust or
encumbrance. Tenant may not in any manner or form encumber this lease and
the leasehold hereby created. Regardless of the terms of this Paragraph,
Landlord will seek to obtain from any mortgage the right to quiet enjoyment
of the Tenant as long as the Tenant attorns to said mortgage.
16. If the property or any substantial part hereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power or eminent domain or commendation, this lease at the option of the
landlord shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award or
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damages from the Landlord for such taking. The Tenant is not precluded from
the maintaining its own action against the condemning authority if said
Tenant's rights are legislatively protected.
17. The Tenant has this day deposited with the Landlord the sum of
$16,625.00 (SIXTEEN THOUSAND SIX HUNDRED AND TWENTY FIVE DOLLARS) as security
for the full and faithful performance by the Tenant of all the terms,
covenants and conditions of this lease upon the Tenant's part to be
performed, which said sum shall be returned to the Tenant after the time
fixed as the expiration of the term herein or any renewal option thereof,
provided the Tenant has fully and faithfully carried out all of said terms,
covenants and conditions on Tenant's part to be performed. In the event of a
bona fide sale, subject to this lease, the Landlord shall have the right to
transfer the security to the purchaser for the benefit of the Tenant and the
Landlord shall be considered released by the Tenant from all liability for
the return of the said security; and the Tenant agrees to look to the new
Landlord solely for the return of the said security, and it is agreed that
this shall apply to every transfer or assignment made of the security of a
new Landlord.
18. No sign, advertisement or notice shall be affixed to or placed
upon any part of the demised premises by the Tenant, except in such manner
and of such size, design and color as shall be approved in advance in writing
by the Landlord, such approval not to be unreasonably withheld.
19. The rules and regulations regarding the demised premises which are
part of this lease, shall be observed by the Tenant and by the Tenant's
employees, agents and customers.
20. The Tenant shall surrender and deliver up the demised premises at
the expiration of this lease or sooner termination in good repair and
condition, reasonable wear and tear thereof excepted.
21. Landlord represents and warrants that Landlord and his agents
knows of nothing concerning the premises which are subject matter of this
leasehold agreement that would prohibit use of the premises by the Tenant for
the uses and purposes intended and further that all of the mechanical
equipment and structure in question, at time of the delivery of the premises
to the Tenant, is sound and in good working order. Moreover, the electrical
lines and plumbing likes contained within the building are in proper working
order as of the time of the initial occupancy herein specified.
22. All of the terms, covenants and conditions of this lease shall
insure to the benefit of and be binding upon the respective heirs, executors,
administrators, successors and assigns of the parties hereto.
23. Provided that the Tenant is not in default under this lease,
Tenant shall have the option to renew this lease for two (2) three (3) year
terms by notifying the Landlord in writing, by Certified Mail, notice of its
election to do so at least six (6) months prior to the date of the expiration
of the then current term. The new rent to be
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payable shall be adjustable by CPI not to exceed 5% per annum. All other terms
and conditions of the original lease shall remain in effect in full force and
effect.
24. The Tenant accepts the premises in "as is" condition. No rent is
due until tenant receive c/o from city all other par not withstanding.
25. The Landlord will provide heat, air conditioning, and electric to
the demised premises, which is included in the rate stated in Paragraph 2 of
the lease. The Tenant will be responsible for cleaning of the demised
premises at the Tenant's expense. Landlord shall at its cost and expense
furnish to the demised premises year round air conditioning (heated or cooled
as may be required seasonally for comfortable occupancy) between 8 am and 6
pm, prevailing time, on business days from Monday through Friday and between
9 am and 3 pm on Sunday. Landlord further agrees to provide twenty four (24)
hour, seven (7) days a week, air conditioning, upon notice by the tenant that
such is required. Tenant agrees to compensate Landlord for additional costs
involved. (Heat and power are provided 24 hrs a day in basic lease.)
26. The Tenant shall be listed on the Lobby Directory of the building
in which the demised premises is located.
27. The Tenant shall have access to the freight elevator at all times,
during regular business hours, without restriction, whether or not the
presently unrented and vacant space is rented or leased at any time, and so
long as Tenant is occupying the premises as set forth herein.
28. The Tenant represents that it did not deal with any broker in
connection with the negotiation of this Lease.
29. The Tenant agrees to comply with the Rules and Regulation of the
Landlord, a copy of which is annexed hereto and made part hereof.
30. In the event the Tenant operates any heat-procuring equipment or
computers that require special air conditioning or cooling devices over and
above that which is provided by the landlord, the Tenant will be required to
supply and maintain such cooling devices or to install the necessary
electrical wiring at Tenant's sole costs and expense and pay an energy
surcharge to the Landlord for the operation of special equipment aforesaid.
31. The Tenant agrees to advance to the Landlord the sum of [illegible]
for the upgrade of the power and air conditioning supplies destined for the
premises to be occupied under this Lease. Said advance will be repaid in the
form of a monthly reduction of rent in the amount of $1,000 (One Thousand
Dollars). Tenant shall have 1,000 amps available for the space after
renovation.
32. The Tenant and the Landlord agree that this Lease Agreement
supersedes and consolidates any previous Lease Agreements signed by the
parties concerning any space in the herein referred property. The security
deposit already paid shall be deducted from that mentioned in Paragraph 17
which will be reduced to $7,609.79.
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33. Tenant shall have the right of first refusal on any space in
building where leases are expiring at tenant's rate of rent of suite 203 and
such space shall be added to rent.
IN WITNESS WHEREOF, the said parties have hereunto set their hands and
seals the days and year first above written.
MCTOOBE MANAGEMENT, INC.
Landlord
By /s/ Henry Kupferberg
-----------------------------
Henry Kupferberg
Manager
IDT INTERNET, INC.
Tenant
By /s/ Howard Jonas
-----------------------------
Howard Jonas
President
By_________________________________
Joyce J. Mason
Corporate Secretary
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