Exhibit 10.10
AGREEMENT OF LEASE
BETWEEN
LIBERTY PROPERTY LIMITED
PARTNERSHIP
(“LANDLORD”)
AND
RAYMOND KARSAN
ASSOCIATES
(“TENANT”)
FOR
170 S. WARNER ROAD
WAYNE, PENNSYLVANIA
19087
THIS LEASE AGREEMENT is made by and
between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (“LANDLORD”) with its address at 65
Valley Stream Parkway, Malvern, PA 19355 and RAYMOND KARSAN
ASSOCIATES, a Corporation organized under the laws of Pennsylvania
(“TENANT”) with its address at 989 Old Eagle School
Road, Suite 814, Wayne, PA 19087, and is dated as of the date on
which this lease has been fully executed by Landlord and
Tenant.
I. Summary of Terms and Certain
Definitions .
a. “ PREMISES ”:
(Section 2), Approximate rentable square feet 13,178: Suite:
110
b. “ BUILDING ”:
Approximate rentable square feet: 86,405; (§2); Address: 170
5. Warner Road, King of Prussia, PA 19406
c. “ TERM ”:
Eight Four (84) months plus any partial month from the Commencement
Date until the first day of the first full calendar month during
the Term.
(i) “ COMMENCEMENT DATE
”: July 1, 1996.
(ii) “ EXPIRATION DATE
”: See Section 5.
d. Minimum Rent (§6)
& Operating Expenses (§7).
(i) “ MINIMUM ANNUAL
RENT ”: $144,299.10 (One Hundred Forty Four Thousand Two
Hundred Ninety Nine and 10/100 Dollars), payable in monthly
installments of $12,024.93 (Twelve Thousand Twenty Four and 93/100
Dollars, increased as follows:
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Lease Year
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Annual
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Monthly
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Lease Year
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Annual
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Monthly
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2
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$
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147,593.60
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$
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12,299.46
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6
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$
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160,771.60
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$
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13,391.63
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3
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$
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150,888.10
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$
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12,574.00
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7
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$
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164,066.10
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$
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13,672.17
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4
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$
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154,182.60
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$
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12,848.55
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5
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$
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157,477.10
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$
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13,123.09
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(ii) Estimated “ANNUAL
OPERATING EXPENSES”: $102,129.50 (One Hundred Two Thousand
One Hundred Twenty Nine and 50/100 Dollars), payable in monthly
installments of $8,510.79 (Eight Thousand Five Hundred Ten and 79/
100 Dollars), subject to adjustment (§7(a))
e. “ PROPORTIONATE
SHARE ” (§7(a)): 15.25% (Ratio of approximate
rentable square feet in the Premises to approximate rentable square
feet in the Building)
f. “ USE ”
(§4): General office purposes (excluding any “place of
public accommodation”)
g. “ SECURITY DEPOSIT
” (§28): $20,535.72 (Twenty Thousand Five Hundred Thirty
Five and 72/100 Dollars).
h. CONTENTS : This lease
consists of the Index, pages s 1 through 11 containing Sections 1
through 28 and the following, all of which are attached hereto and
made a part of this lease:
Rider with Sections 29 through
34
Exhibits :
(i) “A” Plan showing
Construction
(ii) “B” Commencement
Certificate Form
(iii) “C” Building
Rules
(iv) “D” Cleaning
Schedule
(v) “E” Estoppel
Certificate Form
2. Premises . Landlord hereby
leases Tenant and Tenant hereby leases from Land the Premises as
showing on attached Exhibit “A” within the Building
(the Building and the lot on which it is located, (the
“PROPERTY”), together with the non-exclusive right with
Landlord and other occupants of the Building to use all areas and
facilities provided by Landlord for the use of all tenants in the
Property including any lobbies, hallways, driveways, sidewalks and
parking, loading and landscaped areas (the “Common
Areas”).
3. Acceptance of Premises .
Tenant has examined and knows the condition of the Property, the
zoning, streets, sidewalks. parking areas, curbs and access ways
adjoining it, visible easements; any surface conditions and the
present uses, and Tenant accepts them in the condition in which
they now are, without relying on any representation, covenant or
warranty by Landlord. Tenant and its agents shall have the right,
at Tenants own ask, expense and responsibility, at all reasonable
times prior to the Commencement Date, to enter the Premises for the
purpose of taking measurements and installing its furnishings and
equipment; provided that the Premises are vacant and Tenant obtains
Landlord’s prior written consent.
4. Use; Compliance
.
a. Permitted Use . Tenant
shall occupy and use the Premises for and only for the Use
specified in Section 1(f) above and in such a manner as is lawful,
reputable and will not create any nuisance or otherwise interfere
with any other tenant’s normal operations or the management
of the Building. Without limiting the foregoing,
such Use shall exclude any use that would cause
the Premises or the Property to be deemed a “place of public
accommodation” under the Americans with Disabilities Act (the
“ADA”) as further described in the Building Rules
(defined below). All Common Areas shall be subject to
Landlord’s exclusive control and management at all times.
Tenant shall not use or permit the use of any portion of the Common
Areas for other than their intended use.
b. Compliance . From and
after the Commencement Date, Tenant shall comply promptly, at its
sole expense, (including making any alterations or improvements)
with all laws (including the ADA), ordinances, notices, orders,
rules, regulations and requirements regulating the Property during
the Term which impose any duty upon Landlord or Tenant with respect
to Tenants use, occupancy or alteration of, or Tenant’s
installations in or upon, the Property including the Premises, (as
the same may be amended, the “LAWS AND REQUIREMENTS”)
and the building rules attached as Exhibit “C”, as
amended by Landlord from time to time, (the ‘BUILDING
RULES”). Provided, however, that Tenant shall not be required
to comply with the Laws and Requirements with reference to the
footings, foundations, structural steel columns and girders forming
a part of the Property unless the need for such compliance arises
out of Tenants use, occupancy or alteration of the Property, or by
any act or omission of Tenant or any employees. agents,
contractors, licensees or invitees (“AGENTS”) of
Tenant. With respect to Tenants obligations as to the Property,
other than the Premises, at Landlord’s option and at Tenants
expense, Landlord may comply with any repair, replacement or other
construction requirements of the Laws and Requirements and Tenant
shall pay to Landlord all costs thereof as additional
rent.
c. Environmental . Tenant
shall comply, at its sole expense, with all Laws and Requirements
as set forth above, all manufacturers’ instructions and all
requirements of insurers relating to the treatment, production,
storage, handling, transfer, processing, transporting, use,
disposal and release of hazardous substances, hazardous mixtures,
chemicals, pollutants. petroleum products, toxic or radioactive
matter (the “RESTRICTED ACTIVITIES”). Tenant shall
deliver to Landlord copies of all Material Safety Data Sheets or
other written information prepared by manufacturers, importers or
suppliers of any chemical and all notices, filings, permits and any
other written communications from or to Tenant and any entity
regulating any Restricted Activities.
d. Notice . If at any time
during or after the Term, Tenant becomes aware of any inquiry,
investigation or proceeding regarding the Restricted Activities or
becomes aware of any claims, actions or investigations regarding
the ADA, Tenant shall give Landlord written notice, within 5 days
after first learning thereof, providing all available information
and copies of any notices.
5. Term . The Term of this
Lease shall commence on the Commencement Date and shall end at
11:59 p.m. on the last thy of the Term (the “EXPIRATION
DATE”), without the necessity for notice from either party,
unless sooner terminated in accordance with the terms hereof. At
Landlords request, Tenant shall confirm the Commencement Date and
Expiration Date by executing a lease commencement certificate in
the form attached as Exhibit “B”.
6. Minimum Annual Rent .
Tenant agrees to pay to Landlord the Minimum Annual Rent in equal
monthly installments in the amount set forth in Section 1(d) (as
increased at the beginning of each lease year as set forth in
Section 1(d)), in advance, on the first day of each calendar month
during the Term, without notice, demand or setoff at
Landlord’s address designated at the beginning of the lease
unless Landlord designates otherwise: provided that rent for the
first full month shall be paid at the signing of this lease. If the
Commencement Date falls on a day other than the first day of a
calendar month, the rent shall be apportioned pro rata on a per
diem basis for the period from the Commencement Date until the
first thy of the following calendar month and shall be paid on or
before the Commencement Date. As used in this lease, the term
“lease year” means the period from the Commencement
Date through the succeeding 12 full calendar months (including for
the first lease year any part
from the Commencement Date until the first day of the first full
calendar month) and each successive 12 month period thereafter
during the Term.
7. Operation of Property; Payment
of Expenses .
a. Payment of Operating
Expenses . Tenant shall pay to Landlord the Annual Operating
Expenses in equal monthly installments in the amount set forth in
Section 1(d) (prorated for any partial month), front the
Commencement Date and continuing throughout the Term on the first
day of each calendar month during the Term, as additional rent,
without notice, demand or setoff, provided that the monthly
installment for the first full month shall be paid at the signing
of this lease. Landlord shall apply such payments to the annual
operating costs to Landlord of operating and maintaining the
Property during each calendar year of the Tea which costs may
include by way of example rather than limitation: insurance
premiums, fees, impositions, costs for repairs, maintenance,
service contracts, management and administrative fees, governmental
permits, overhead expenses, costs of furnishing water, sewer, gas,
fuel, electricity, other utility services, janitorial service,
trash removal, security services, landscaping and grounds
maintenance, and the costs of any other items attributable to
operating or maintaining any or all of the Property excluding any
costs which under generally accepted accounting principles are
capital expenditures: provided, however, that annual operating
costs also shall include the annual amortization (over an assumed
useful life of ten years) of the costs (including financing
charges) of building improvements made by Landlord to the Property
that are required by any governmental authority or for the purpose
of reducing operating expenses or directly enhancing the safety of
tenants in the Building generally. The amount of the Annual
Operating Expenses set forth in Section 1(d) represents
Landlord’s estimate of Tenants share of the estimated
operating costs during the first calendar year of the Term on an
annualized basis: from time to time Landlord may adjust such
estimated amount if the estimated operating costs increase. Tenants
obligation to pay the Annual Operating Expenses pursuant to this
Section 7 shall survive the expiration or termination of this
lease.
(i) Computation of Tenant’s
Share of Annual Operating Costs . After the end of each
calendar year of the Term, Landlord shall compute Tenant’s
share of the annual operating costs described above incurred during
such calendar year by (A) calculating an appropriate adjustment,
using generally accepted
accounting principles, to avoid allocating to
Tenant or to any other tenant (as the case may be) those specific
costs which Tenant or any other tenant has agreed to pay; (B)
calculating an appropriate adjustment, using generally accepted
accounting principles, to avoid allocating to any vacant space
those specific costs which were not incurred for such space: and
(C) multiplying the adjusted annual operating costs by
Tenant’s Proportionate Share.
(ii) Reconciliation . By
April 30th of each year (and as soon as practical after the
expiration or termination of this lease or at any time in the event
of a sale of the Property), Landlord shall provide Tenant with a
statement of the actual amount of such annual operating costs for
the preceding calendar year or part thereof. Landlord or Tenant
shall pay to the other the amount of any deficiency or overpayment
then due from one to the other or, at Landlord’s option,
Landlord may credit Tenants account for any overpayment. Tenant
shall have the right to inspect the books and records used by
Landlord in calculating the annual operating costs within 60 days
of receipt of the statement during regular business hours after
having given Landlord at least 48 hours prior written notice:
provided, however, that Tenant shall make all payments of
additional rent without delay, and that Tenant’s obligation
to pay such additional rent shall not be contingent on any such
right.
b. Impositions . As used in
this lease the term “impositions” refers to all levies,
taxes (including sales taxes and gross receipt taxes) and
assessments, which are applicable to the Term, and which are
imposed by any authority or under any law, ordinance or regulation
thereof, or pursuant to any recorded covenants or agreements. and
the reasonable cost of contesting any of the foregoing, upon or
with respect to the Property or any part thereof, or any
improvements thereto. Tenant shall pay to Landlord with the monthly
payment of Minimum Annual Rent any imposition imposed directly upon
this lease or the Rent (defined in Section 7(g)) or amounts payable
by any subtenants or other occupants of the Premises, or against
Landlord because of Landlords estate or interest herein.
(i) Nothing herein contained shall
be interpreted as requiring Tenant to pay any income, excess
profits or corporate capital stock tax imposed or assessed upon
Landlord, unless such tax or any similar tax is levied or assessed
in lieu of all or any part of any imposition or an increase in any
imposition.
(ii) If it shall not be lawful for
Tenant to reimburse Landlord for any of the impositions. the
Minimum Annual Rent shall be increased by the amount of the portion
of such imposition allocable to Tenant, unless prohibited by
law.
c. Insurance .
(i) Property . Landlord shall
keep in effect insurance against loss or damage to the Building or
the Property by fire and such other casualties as may be included
within fire, extended coverage and special form insurance covering
the full replacement cost of the Building (but excluding coverage.
Tenants personal property in, and any alterations by tenant to, the
Premises), and such other insurance as Landlord may reasonably deem
appropriate or as may be required from time-to-time by any
mortgagee.
(ii) Liability . Tenant, at
its an expense, shall keep in effect comprehensive general public
liability insurance with respect to the Premises and the Property,
including contractual liability insurance, with such limits of
liability for bodily injury (including death) and property damage
as reasonably may be required by Landlord from time-to-time, but
not less than a combined single limit of $1,000,000 per occurrence
and a general aggregate limit of not less than $2,000,000 (which
aggregate limit shall apply separately to each of Tenants locations
if more than the Premises): however, such limits shall not limit
the liability of Tenant hereunder. The policy of comprehensive
general public liability insurance also shall name Landlord and
Landlords agent as insured parties with respect to the Premises,
shall be written on an “occurrence” basis and not on a
“claims made” basis, shall provide that it is primary
with respect to any policies carried by Landlord and that any
coverage carried by Landlord shall be excess insurance, shall
provide that it shall not be cancelable or reduced without at least
30 days prior written notice to Landlord and shall be issued in
form satisfactory to Landlord. The insurer shall be a responsible
insurance carrier which is authorized to issue such insurance and
licensed to do business in the state in which the Property is
located and which has at all times during the Term a rating of no
less than A VII in the most current edition of Best’s
Insurance Reports . Tenant shall deliver to Landlord on or
before the Commencement Date, and subsequently renewals of a
certificate of insurance evidencing such coverage and the waiver of
subrogation described below.
(iii) Waiver of Subrogation .
Landlord and Tenant shall have included in their respective
property insurance policies waivers of their respective
insurers’ right of subrogation against the other party. If
such a waiver should be unobtainable or unenforceable, then such
policies of insurance shall state expressly that such policies
shall not be invalidated if, before a casualty, the insured waives
the right of recovery against any party responsible for a casualty
covered by the policy.
(iv) Increase of Premiums .
Tenant agrees not to do anything or fail to do anything which will
increase the cost of Landlords insurance or which will prevent
Landlord from procuring policies (including public liability) from
companies and in a form satisfactory to Landlord. If any breach of
the preceding sentence by Tenant causes the rate of fire or other
insurance to be increased, Tenant shall pay the amount of such
increase as additional rent promptly upon being billed.
d. Repairs and Maintenance; Common
Areas; Building Management.
(i) Tenant at its sole expense shall
maintain the Premises in a neat and orderly condition.
(ii) Landlord, shall make all
necessary repairs to the Premises, the Common Areas and any other
improvements located on the Property, provided that Landlord shall
have no responsibility to make any repair until Landlord
receives written notice of the need for such
repair. Landlord shall operate and manage the Property and shall
maintain all Common Areas and any paved areas appurtenant to the
Property in a clean and orderly condition. Landlord reserves the
right to make alterations to the Common Areas from time to
time.
(iii) Notwithstanding anything
herein to the contrary, repairs and replacements to the Property
including the Premises made necessary by Tenant’s use,
occupancy or alteration of. or Tenant’s installation in or
upon the Property or by any act or omission of Tenant or its Agents
shall be made at the sole expense of Tenant to the extent not
covered by any applicable insurance proceeds paid to Landlord.
Tenant shall not bear the expense of any repairs or replacements to
the Property arising out of or caused by any other tenant’s
use, occupancy or alteration of. or any other tenant’s
installation in or upon. the Property or by any act or omission of
any other tenant or any other tenant’s Agents.
e. Utilities .
(i) Landlord will furnish the
Premises with electricity, heating and air conditioning for the
normal use and occupancy of the Premises as general offices between
8:00 am. and 6:00 p.m Monday through Friday (legal holidays
excepted). If Tenant shall require electricity or install
electrical equipment including but not limited to electrical
heating, refrigeration equipment. electronic data processing
machines, or machines or equipment using current in excess of 110
volts, which will in any way increase the amount of electricity
usually furnished for use as general office space, or if Tenant
shall attempt to use the Premises in such a manner that the
services to be furnished by Landlord would be required during
periods other than or in addition to business hours referred to
above, Tenant will obtain Landlord’s prior written approval
and will pay for the resulting additional direct expense. including
the expense resulting from the installation of such equipment and
meters, as additional rent promptly upon being billed. Landlord
shall not be responsible or liable for any interruption in utility
service, nor shall such interruption affect the continuation or
validity of this lease.
(ii) If at any time utility service
applied to the Premises are separately material cost of installing
Tenant’s meter ad the cost of such separately metered utility
service shall be paid by Tenant promptly upon being
billed.
f. Janitorial Services .
Landlord will provide Tenant with trash removal and janitorial
services pursuant to a cleaning schedule attached as Exhibit
“D”.
g. “ Rent .” The
term “RENT” as used in this lease means the Minimum
Annual Rent, Annual Operating Expenses and any ocher additional
rent or sums payable by Tenant to Landlord pursuant to this lease,
all of which shall be deemed rent for purposes of Landlord’s
rights and remedies with respect thereto. Tenant shall pay all Rent
to Landlord within 30 days after Tenant is billed, unless otherwise
provided in this lease, and interest shall accrue on all sums due
but unpaid.
8. Signs . Landlord, at
Landlord’s expense, will place Tenant’s name and suite
number on the Building standard sign and on or beside the entrance
door to the Premises. Except for signs which are located wholly
within the interior of the Premises and not visible from the
exterior of the Premises, no signs shall be placed on the Property
without the prior written consent of Landlord. All signs installed
by Tenant shall be maintained by Tenant in good condition and
Tenant shall remove all such signs at the termination of this lease
and shall repair any damage caused by such installation, existence
or removal.
9. Alterations and Fixtures
.
a. Subject to Section 10, Tenant
shall have the right to install its trade fixtures in the Premises,
provided that no such installation or removal thereof shall affect
any structural portion of the Property nor any utility lines,
communications lines, equipment or facilities in the Building
serving any tenant other than Tenant. At the expiration or
termination of this lease and at the option of Landlord or Tenant,
Tenant shall remove such installation(s) and, in the event of such
removal, Tenant shall repair any damage caused by such installation
or removal: if Tenant, with Landlord’s written consent,
elects not to remove such installation(s) at the expiration or
termination of this lease, all such installations shall remain on
the Property and become the property of Landlord without payment by
Landlord.
b. Except for non-structural changes
which do not exceed $5000 in the aggregate, Tenant shall not make
or permit to be made any alterations to the Premises without
Landlords prior written consent. Tenant shall pay the costs of any
required architectural/engineering reviews. In making any
alterations, (i) Tenant shall deliver to Landlord the plans,
specifications and necessary permits, together with certificates
evidencing that Tenant’s contractors and subcontractors have
adequate insurance coverage naming Landlord and Landlord’s
agent as additional insureds. at least 10 days prior to
commencement thereof. (ii) such alterations shall not impair the
structural strength of the Building or any other improvements or
reduce the value of the Property or affect any utility lines,
communications lines, equipment or facilities in the Building
serving any tenant other than Tenant. (iii) Tenant shall comply
with Section 10 and (iv) the occupants of the Building and of any
adjoining property shall not be disturbed thereby. All alterations
to the Premises by Tenant shall be the property of Tenant until the
expiration or termination of this lease: at that time all such
alterations shall remain on the Property and become the property of
Landlord without payment by Landlord unless Landlord gives written
notice to Tenant to remove the same, in which event Tenant will
remove such alterations and repair any resulting damage. At
Tenant’s request prior to Tenant making any alterations.
Landlord shall notify Tenant in writing, whether Tenant is required
to remove such alterations at the expiration or termination of this
lease.
10. Mechanics’ Liens .
Tenant shall pay promptly any contractors and materialmen who
supply labor, work or materials to Tenant at the Property and shall
take all steps permitted by law in order to avoid the imposition of
any mechanic’s lien upon all or any portion of the Property.
Should any such lien .or notice of lien be filed for
work
performed for Tenant other than by Landlord.
Tenant shall bond against or discharge the same within 5 days after
Tenant has notice that the lien or claim is filed regardless of the
validity of such lien or claim. Nothing in this lease is intended
to authorize Tenant to do or cause any work to be done or materials
to be supplied for the account of Landlord, all of the same to be
solely for Tenant’s account and at Tenant’s risk and
expense. Throughout this lease the term “mechanic’s
lien” is used to include any lie