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AGREEMENT OF LEASE BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP

Lease Agreement

AGREEMENT OF LEASE    BETWEEN    LIBERTY PROPERTY LIMITED PARTNERSHIP | Document Parties: KENEXA CORP | Liberty Property LP | Raymond Karsan Associates You are currently viewing:
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KENEXA CORP | Liberty Property LP | Raymond Karsan Associates

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Title: AGREEMENT OF LEASE BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP
Governing Law: Pennsylvania     Date: 4/12/2005

AGREEMENT OF LEASE    BETWEEN    LIBERTY PROPERTY LIMITED PARTNERSHIP, Parties: kenexa corp , liberty property lp , raymond karsan associates
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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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Year


 

  

Annual


 

  

Monthly


 

  

Lease Year


 

  

Annual


 

  

Monthly


 

2

  

$

147,593.60

  

$

12,299.46

  

6

  

$

160,771.60

  

$

13,391.63

3

  

$

150,888.10

  

$

12,574.00

  

7

  

$

164,066.10

  

$

13,672.17

4

  

$

154,182.60

  

$

12,848.55

  

 

  

 

 

  

 

 

5

  

$

157,477.10

  

$

13,123.09

  

 

  

 

 

  

 

 

 

(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


 
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