RUTGERS-CAMDEN BUSINESS
INCUBATOR
LEASE AGREEMENT
THIS LEASE AGREEMENT (the
“Lease”) is made this 1ST day of September 2007 by
and between RUTGERS-CAMDEN TECHNOLOGY CAMPUS, Inc., 200 Federal
Sheet, Camden, N.J. 08103 (the “Landlord” or
“RCTC”) and
Cloud
Tech Sensors Inc.
200 Federal St.
2nd Floor, Suite 222
Camden, NJ, 08013
(the “Tenant” or “Client Company”).
WITNESSETH
WHEREAS, RCTC is a not for profit
corporation whose mission is to promote economic development,
business growth and foster entrepreneurship;
WHEREAS, RCTC carries out its mission
by maintaining a business incubator at 200 Federal Street and
leasing space in its business incubator to companies who seek to
participate in its incubator program;
WHEREAS, Client Company wishes to
lease space from RCTC and to participate in the business incubator
program;
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises and obligations of the
parties set out herein, the parties further agree, as
follows:
1. Parties: The parties
to this Lease Agreement (“Lease”) are the Landlord and
the Tenant, who are identified as follows:
Landlord:
Rutgers Camden Technology Campus, Inc.
200 Federal Street
Camden, New Jersey 08103
Tenant:
Cloud Tech
Sensors Inc.
200 Federal St.
2 nd
Floor, Suite 222
Camden, NJ, 08013
1. Leased Premises: The
property which the Landlord leases to Tenant and which Tenant
leases from Landlord under this Lease consists
Suite No. 222 known as the Rutgers-Camden Business
Incubator at Number, 200 Federal Street, 2 nd Floor, Camden
City, Camden County, New Jersey 08103 (“Leased
Premises”).
2. Use_of Leased Premises:
Tenant represents to Landlord that it will use the Leased Premises
for the exclusive purpose of operating a medical sensor company
business, consistent with the application submitted by the Client
Company to RCTC. Tenant shall not use the Leased Premises for any
other purposes without the prior written consent from Landlord. In
addition, Tenant agrees that its use of the Leased Premises will
not violate Local zoning laws, applicable fire or health
regulations, or any other local, state or federal law or
regulation. Tenant shall comply with the reasonable requirements of
the Landlord’s insurer of the building and lands in and upon
which the leased Premises are located. Tenant shall not make any
use of the property which will adversely affect its insurability or
insurance rates.
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3. |
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Term of the Lease/Cancellation: This initial term of
this Lease is for one (1) year commencing on September 1,
2007 (the Commencement Date”) and expire on August 3, 2008.
Provided Tenant shall not be in default under any provision of this
Lease, not in violation of RCTC incubator rules, and all payments
owed to RCTC are current, Tenant shall be granted annual options to
extend the term hereof for four (4) additional one year terms
consistent with the Terms of this Lease. |
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4. |
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Landlord or Tenant may cancel this lease by delivering to the
other thirty (30) days prior written notice of cancellation of
this Lease (“Cancellation Notice”) prior to
August 31, 2008 and each one year anniversary thereafter. Upon
the expiration of such thirty (30) day period, this Lease
shall terminate and no longer be valid, except that all affirmative
obligations of the Tenant under this Lease shall survive the
cancellation of the Lease, except for Tenant’s obligation to
pay future Rent. |
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5. |
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Rental Amount: The total amount of Real Tenant shall pay
to the Landlord for Leased Premises is ($1175) per month (the
“Rent”). Landlord is entitled to increase the Rent upon
the expiration of 12 months from the Commencement Date and
each and every subsequent 12 month period from the
Commencement Date during the term of this Lease. Landlord shall
give Tenant at least 30 days prior written notice of any such
rental increase. |
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6. |
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Payment of Rent . Landlord shall provide an invoice
showing amounts due for rent and any other services provided to
Tenant. Invoices shall be supplied on a monthly basis at the first
day of the month and Tenant shall have 5 days to pay amounts
for Rent and other services incurred as indicated on the invoices.
Payment shall be made at the address of the Landlord stated above
unless Landlord shall notify Tenant otherwise. |
7. Late Payment Charge:
If the Rent is RECEIVED by the Landlord after the Fifth (5
th )
day of the month, the Tenant shall pay to the Landlord, in addition
to the Rent, a 10% late charge, without any notice.
8. Security: On or
before the Commencement Date, Tenant shall deliver to Landlord a
security deposit equal to one month’s Rent to be held as a
security for the full and faithful performance by Tenant of all
required obligations of Tenant under this Lease. Landlord shall
have the unrestricted use of these funds and shall not be obligated
to pay any interest thereon to Tenant. Landlord may use the
security to pay any and all obligations of Tenant to Landlord or
others under this Lease, and in such case Tenant shall immediately
restore the security deposit to its original amount. The security
deposit, less any amounts used to pay Tenant’s obligations
under this Lease, shall be returned to Tenant 30 days after
Tenant vacates and surrender possession of the Leased Premises to
Landlord. Tenant may not offset the deposit against Rent due under
this Lease.
9. Success Fee: Client
Company shall fully comply with the RCTC Success fee Policy,
attached hereto as Exhibit “A”.
10. Utilities:
a.
Electric, Heat, and Air Conditioning: Landlord shall provide
normal Electricity, heat, and air conditioning which may service
the Leased Premises at no cost to Tenant.
Landlord
understands that many high technology companies rely on computers
that are left on 24 hours a day and such usage of electricity will
not be considered excessive. However, if Landord determines that
Client Company is using a disproportionately high amount of
utilities or, in the event of a greater than typical increase in
the cost of utilities, as determined by Landlord, Landlord may
impose a
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surcharge on Client Company that shall be payable as additional
Rent under this Lease, provided prior notice is given to Client
Company.
b.
Telephone: Tenant shall make its own arrangements for
cellular telephone service and shall be responsible for payment
directly to the telephone company provider. All hard line
telephonic communications services including service, telephone,
fax lines, and other equipment, shall be purchased through Landlord
and paid according to the terms of Landlord’s plan and
directions as, Landlord has purchased a suite of telephone services
which shall be used by all tenants utilizing such services. Such
services will be terminated within five (5) days of
non-payment without any further notice.
c.
Internet Services: Landlord agrees to provide high speed
internet services to Tenant and Tenant agrees to purchase same from
Landlord. However, if Tenant uses more than 25% of total available
facility internet bandwidth, Landlord may require Tenant to
contract separately for Internet Service. DMZ (Demilitarized Zone)
access is available for tenants desiring external IPS for
development servers. Support of these servers is the responsibility
of the Tenant and setup charges do apply. The development servers
will meet the following conditions to be granted DMZ access:
Current Anti
virus software
No objectionable or illegal content is being hosted.
Machines are not being used for illegal purposes.
Machines are not “production or mission critical”
servers of the tenant’s company.
Machines will not be engaged in SPAMing
All service packs and patches are up to date.
Client
Company shall not use wireless internet services and shall pay to
RCTC, in the same fashion and timing as rental payments under
Paragraph “5” above, $79.00 per month for high speed
internet services for use in the Demised Premises. Landlord is
entitled to increase amount upon expiration of the twelve
(12) months from the Commencement Date. However, such
increases shall not exceed 10% in any year and RCTC must give
30 days prior written notice to Client Company of such
increases.
Other
conditions – if any machine is expected to be in violation of
or expected of taking part in potentially destructive activities,
they will be disconnected until deemed safe or in compliance.
All
computer, internet and IT equipment shall be used and maintained in
strict compliance with the RCTC’s rules ( amended from time
to time) for use of such equipment and may be immediately
disconnected and/ or disabled if in violation.
d.
Water and Sewer: Landlord shall provide normal water and
sewer to the Leased Premises.
e.
Trash: Landlord shall provide for normal daily trash
collection and removal at no cost to Tenant.
f.
Hazardous Materials: In the event the Tenant shall use,
generate or store hazardous materials (i.e. paint cans, petroleum
oil, etc.) with the Landlord’s prior consent, Tenant shall,
at Tenant’s sole expense, be responsible for using and/ or
storing them consistent with all laws, regulations, and ordinances.
Tenant shall also, at its sole expense be responsible for their
disposal in full compliance with all laws, regulations, and
ordinances.
11. Maintenance and Repair
of Buildings: The Tenant shall maintain the Leased Premise in
as good condition as existed on the Commencement Date, ordinary
wear and tear excepted. Tenant shall keep and surrender the Leased
Premises in broom, clean and orderly condition. Tenant shall be
liable for all cost of repairs, replacements and damages to the
Leased Premises during the term of this Lease caused by the acts,
negligence, misuse or omissions by Tenant, Tenant’s
employees, agents and/or visitors.
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12. Maintenance of
Grounds: The Building owner, not Landlord, is responsible for
the maintenance of the exterior grounds and for the removal of the
snow from driveways, parking areas and sidewalks.
13. Alterations and
Improvements: Tenant shall make no alteration or improvements
to the Leased Premises without the prior written consent of the
Landlord.
14. Signs: Tenant shall
not erect or place any signs on or outside of the building or
outside of its Leased Premises, without the prior written consent
of the Landlord, which consent may be withheld in Landlord’s
sole discretion. All government approvals required to erect signage
shall be obtained at Tenant’s sole cost and expense. 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.
15. Parking: Tenant, its
employees, agents and invitees shall make reasonable use of the
available parking facilities and shall comply with all rules
relating to same.
16. Locks and Keys: All
locks attached to the Demised Premises must be installed by
Landlord. Landlord shall provide Tenant with access to the 2nd
Floor entrance to the Business Incubator where the Demised Premise
is located. Tenant shall return all keys and access cards to
Landlord immediately upon expiration or termination of the Lease.
Tenant is responsible for all payments regarding keys, locks,
locksmith charges and the like.
17. Landlord’s Right
of Entry: Tenant shall permit Landlord and its agents or
employees to enter the Leased Premises at all reasonable time and
following reasonable notice (except in the event of an emergency)
for purposes of inspection, maintenance, or making repairs or
alterations or additions, as well as to exhibit the Leased Premise
to prospective tenants, or any other person having a legitimate
interest therein. Landlord will make reasonable efforts not to
inconvenience Tenant in exercising the foregoing rights, bat shall
not be liable for any loss occupancy or quiet enjoyment while
exercising the foregoing rights.
18. Delivery to Tenant:
All deliveries of goods, supplies and equipment to Tenant are the
responsibility of Tenant. Landlord shall not be responsible or
available for accepting any deliveries to Tenant. Landlord does not
operate a shipping and receiving area that is available to the
Tenant.
19. Indemnification and
Insurance:
a. Tenant
shall indemnify, hold harmless and defend Landlord from and against
any and all costs, expenses, liabilities, judgments, losses,
damages, suits, actions, fines, penalties, claims or demands
(including reasonable attorney’s fees ), of any kind and
asserted by or on behalf of any person, business, independent
contractor or governmental authority, arising out of or in any way
connected with Tenant’s use of the Demised Premises, and
Landlord shall not be liable to Tenant on account of (i) any
failure by Tenant to perform my of the agreements, terms, covenants
or conditions of the Lease to be performed by Tenant, (ii) any
governmental authority, or (iii) any accident, death or
personal injury, or damage to property, which shall occur on,
about, or within the Business Incubator and Demised Premises except
as the same was caused by the willful or negligent act of Landlord,
employees or agents. The obligations of the Client Company under
this Provision shall survive any expiration or termination of the
Lease.
b. During
the term of this Lease or any renewal thereof, Tenant shall at its
sole expense maintain comprehensive general liability insurance
against claims for personal injury, death or property damage with
respect to the Leased Premises, and the building and land on which
it is situated, in such adequate amount as shall be reasonably
requested by Landlord from time to time, but not less than
$1,000,000 for bodily injury and for property damage and $100,000
fire liability, with such insurance company or companies as shall
be reasonably satisfactory to Landlord from time to time. All such
policies and renewals thereof shall name the Landlord as an
additional insured and shall
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contain
a breach of warranty endorsement that the coverage shall not be
void as to Landlord for any misrepresentation, act or omission of
Tenant. On or before the Commencement Date of the term of this
Lease, and thereafter not less than fifteen (15) days prior to
the expiration dates of said policy or policies, Tenant shall
provide copies of policies or certificates of insurance evidencing
coverage required by this Lease. Tenant shall also maintain, at its
sole expense all other forms of insurance, and in the amounts, as
required under Landlord’s Lease with the New Jersey Economic
Development Authority.
c. All
policies of insurance shall provide (i) that no material
change or cancellation of said policies shall be made without
thirty (30) days prior written notice to Landlord or Tenant,
(ii) that any loss otherwise payable to the Landlord shall be
payable notwithstanding any act or negligence of the Landlord or
Tenant which might otherwise result in the forfeiture of said
insurance, (iii) that the insurance company issuing these
shall have no right of subrogation against the Landlord, and
(iv) that as to the interest of Landlord, the insurance
afforded by the policy shall not be invalidated by any breach or
violation by Tenant of any of the warranties, declarations or
conditions in the policy. Insurance company providing certificates
of insurance shall be rated “A” or above with a
financial VI or above according to Best Key Rating Guide and
Standard and Poor’s Rating Guide.
d. Tenant
shall insure the Leased Premises and Tenant shall insure
Tenant’s fixtures, equipment, machinery, tenant improvement
and betterment and contents including,
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