Exhibit 10.2
OFFICE LEASE AGREEMENT
LEASE AGREEMENT (this
“Lease”) made as of this ___ day of ____________, 2007,
by and between ______________________________, a ______________
corporation with its principal place of business located at
___________________________ (“Landlord”) and Butler
Services, Inc. a corporation organized under the laws of the State
of Delaware (“Tenant”), with its principal place of
business located at 110 Summit Avenue, Montvale, New Jersey
07645.
A.
WHEREAS , Landlord owns
certain land and buildings at 110 Summit Avenue, Montvale, New
Jersey (collectively the “Buildings”)
B.
WHEREAS , Landlord
desires to lease to Tenant a portion of the Buildings as
hereinafter described; and
C.
WHEREAS , Tenant
desires to rent and hire from Landlord a portion of the Buildings
described hereinafter.
NOW THEREFORE , in
consideration of the promises, covenants, terms and conditions set
forth herein the parties hereto agree as follows:
ARTICLE ONE
DESCRIPTION OF LEASED PREMISES
1.01
Landlord leases to Tenant and Tenant takes and hires
from Landlord, (i.) a total of approximately Eleven Thousand Five
Hundred Sixty-One (11,561) rentable square feet of office space,
approximately Four Thousand One Hundred Twenty (4,120) rentable
square feet of which is located on the second floor in the
southerly Building (the “Second Floor Premises”),
approximately One Thousand Four Hundred Twenty-Six (1,426) rentable
square feet of which is located in the rear portion on the first
floor of the northerly Building and approximately 2,513 rentable
square feet of which is located in the front portion of the first
floor of the northerly Building (collectively, the “First
Floor Premises”), each as more particularly identified in
Attachment A and approximately 3,502 rentable square feet of which
is located in the basement in the southerly Building (the
“Basement Office Premises”), more particularly
identified in Attachment A and (ii) approximately five thousand
(5,000) rentable square feet of storage space in the southerly
Building, as more particularly identified in Attachment A (the
“Basement Storage Premises”). Collectively the Basement
Office Premises, the Basement Storage Premises and the First and
Second Floor Premises are referred to as the
“Premises”.
1.02
Tenant shall be entitled to occupy without charge a
total of forty-seven (47) automobile parking spaces in
Landlord’s parking lot for the Buildings. Twelve (12) of
Tenant’s forty-seven (47) parking spaces will be reserved for
Tenant’s use only in the area shown on the diagram annexed
hereto as Attachment D (“Tenant’s Reserved Parking
Area”). Landlord shall have no obligation or liability to
enforce or police Tenant’s Reserved Parking Area other than
by marking and/or signage. Tenant Reserved Parking Area will be
marked with clear signage or markings on the pavement. Tenant shall
be entitled to continue to use the storage space in the basement
that it currently uses.
1.03
Tenant, its agents, servants, employees and invitees
shall have the right of ingress and egress on, through and over all
common use areas of the Buildings to and from the Premises 24 hours
per day 365 days per year subject to applicable laws.
ARTICLE TWO
CONDITION OF PREMISES
2.01
Tenant acknowledges that it has been afforded an
opportunity to inspect the Premises and accepts the Premises
“AS IS” and as suited for Tenant’s intended use
thereof.
ARTICLE THREE
TERM OF LEASE
3.01
The term of this Lease for the Premises (the
“Term”) shall commence on _____________, 2008 (the
“Commencement Date”) and shall expire on____________ ,
2015 (the “Expiration Date”) unless sooner terminated
as provided herein.
ARTICLE FOUR
RENT
4.01
Tenant shall pay to Landlord during the Term of this
Lease annual base rental initially equal to One Hundred
Eighty-Three Thousand and 00/100 ($183,000.00) Dollars per annum
($15,250.00 per month) commencing on the Commencement Date. No rent
of any kind whatsoever, whether annual base rental or additional
rental, shall be payable on the Basement Storage Premises. On each
anniversary of the Commencement Date, the annual base rental shall
be increased by 3%. If the management agreement between Butler
Services, Inc. (as affiliate of Tenant), as manager (the
“Manager”) and Landlord, as owner covering the
Buildings is terminated, other than because of the fault of the
Landlord, as owner thereunder or Landlord’s sale of the
Buildings, the annual base rent shall be increased by Fifty
Thousand and 00/100 ($50,000) Dollars per annum from and after the
date of termination through and including the Expiration
Date.
4.02
In addition to the base rental set forth in Section
4.01, Tenant shall pay to Landlord commencing on the Commencement
Date additional rental for electric usage in the amount of One
Dollar and 50/100 ($1.50) per rentable square foot per annum (the
“Electric Charge”), payable in equal consecutive
monthly installments during the Term of this Lease. Tenant shall
also pay to Landlord additional rent hereinafter provided in this
Lease.
4.03
Annual base rental shall be payable in equal monthly
installments on the first day of each month during the Term. All
base rental and regularly occurring additional rental payments and
service fees (collectively, “rent”) set forth in this
Lease are due on the first day of each month, in advance, without
demand or notice. Payments shall be made to Landlord at the address
set forth above in full without deduction or offset of any kind or
nature, except as otherwise set forth herein. In addition to any
other remedies available to Landlord, any payment of rent which is
ten (10) business days late shall thereafter bear interest at the
rate of 7% per annum or the maximum interest rate allowed by law,
whichever is less (the “Interest Rate”). All rents
shall be subject to pro rata adjustments for partial months, if
any.
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ARTICLE FIVE
INTENTIONALLY BLANK
ARTICLE SIX
USE OF PREMISES
6.01
Tenant shall use the Premises for office and related
use and uses ancillary thereto. Tenant shall not use nor permit the
Premises or any part thereof to be used for any purposes other than
those set forth herein. Tenant shall neither permit on the Premises
any act, sale or storage that may be prohibited under standard
forms of fire insurance policies nor use the Premises for any such
purpose or for any purpose that would cause an increase in
Landlord’s or Landlord’s insurance premiums. In
addition, no use shall be made nor permitted to be made by Tenant
that shall result in: (1) waste on the Premises, (2) a public or
private nuisance that may unreasonably disturb the quiet enjoyment
of other tenants in the Buildings, (3) improper, unlawful, or
objectionable use, including sale, storage or preparation of food,
alcoholic beverages, or materials generating an odor on the
premises, or (4) unreasonable noises or vibrations that may disturb
other tenants.
6.02
Tenant warrants, represents, covenants and agrees
that Tenant shall not, at any time during the Term of this Lease or
any extensions, renewals, or modifications thereof, use, store,
treat, transport manufacture, handle or produce any hazardous
substance (as defined below) on the Premises other than customary
office or cleaning products in small quantities and in accordance
with all laws.
The term “hazardous substance” shall
mean any substance deemed hazardous under any of the following
statutes, or under any other statute or regulation of any
governmental authority: the Comprehensive Environmental Response,
Compensation and Liability Act, 42 USC § 9601 et seq.; the
Resource Conservation and Recovery Act, 42 USC § 6901 et seq.;
the Hazardous Material Transportation Act, 49 USC § 1801 et
seq.; and the Toxic Substances Control Act, 15 USC § 2601 et
seq. Tenant shall not permit, create, or suffer the existence of
any condition, which could subject Landlord or Tenant to a claim,
litigation or other liability under any environmental law including
without limitation a “remedial”, “removal”
or “clean up” action, as those terms may be defined in
any environmental law.
The term “environmental law” shall mean
any federal, state, county or municipal law or regulation which
governs or relates to the environment, land use, zoning, public
health, chemical use, public safety, sanitation, water, air, fish,
wildlife and natural resources.
6.03
Except for any hazardous substances in the Premises
that may have been introduced by Tenant, Landlord represents that,
to the best of its knowledge, the Premises and the Buildings do not
contain any hazardous substances except for certain potential
asbestos containing material in the Buildings and identified and
referenced in the environmental report dated February 2006 prepared
by Delta Environmental Consultants, Inc. If required under the
Requirements (hereinafter defined) at Landlord’s sole cost
and expense, Landlord shall promptly remove and remediate any
hazardous substances in the Premises and in any shaftways that
Tenant will have access to (provided such hazardous substances were
not introduced by Tenant or attributable to Tenant).
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ARTICLE SEVEN
ABANDONING PREMISES OR PERSONAL
PROPERTY
7.01
If Tenant abandons the Premises for a period in
excess of three months or is dispossessed by process of law, any
personal property belonging to Tenant and left on the Premises
shall be deemed abandoned at the option of Landlord and upon three
(3) days notice to Tenant, shall become the property of
Landlord.
ARTICLE EIGHT
UTILITIES AND SERVICES
8.01
Landlord shall furnish heat, ventilation and air
conditioning to the Premises for the comfortable occupancy of
Tenant on all business days, Monday through Friday, during the
appropriate seasons, between the hours of 8:00 AM and 6:00 PM. The
term “comfortable occupancy” shall mean heating,
ventilation and air conditioning within the HVAC specification
annexed hereto as Attachment E subject, however, to (i) Force
Majeure (hereinafter defined) and (ii) any governmental mandated
conservation programs. In the event that Tenant desires heat or air
conditioning outside those hours on weekends specified above or
between the hours of 6:00 PM and 8:00 AM on weekdays, Tenant shall
so advise Landlord by 12:00 pm on the business day that overtime
services are needed or by 12:00 pm on the Friday prior to the
weekend that overtime services are needed. “Force
Majeure” shall mean any and all causes beyond
Landlord’s reasonable control, including delays caused by
Tenant, other tenants, governmental restriction, regulation or
control, labor dispute, accident, mechanical breakdown, shortages
or inability to obtain labor, fuel, steam, water, electricity or
materials, acts of God, enemy action, civil commotion, fire or
other casualty.
8.02
Landlord shall furnish all electricity required by
Tenant in the normal conduct of Tenant’s office activities on
the Premises. Tenant shall pay for all electricity separately as
provided in Section 4.02.
8.03
Landlord will furnish a reasonable amount of
electricity, as Landlord may determine necessary for lighting the
Premises and operating customary small office machines during
ordinary business hours. Tenant shall not install or operate in the
Premises any electrically operated equipment (including without
limitation, electrical heating equipment, refrigeration or cooling
equipment, high intensity lighting, unusual lighting requirements,
data processing equipment, punch card equipment, computers,
printing equipment and machinery and equipment requiring a greater
voltage than 110V), other than customary small office machines,
without on each occasion first obtaining Landlord’s prior
written consent thereto. Notwithstanding anything to the contrary
contained herein, Landlord shall supply electricity to the Premises
in a quantity that is not less than a reasonable and customary
amount for a class B office building in the vicinity of the
Buildings and in any event not less than is being supplied on the
date of this Lease .
8.04
Landlord shall furnish all hot and cold water for
lavatory, cleaning and drinking purposes without charge. If an
additional supply of water is required by Tenant, Landlord shall
install at Tenant’s sole cost and expense a water meter to
register such additional consumption of water, and Tenant shall pay
as additional rent, when and as bills are received, the
installation costs for the water meter, the costs for the
additional water consumed, and for the sewer cost and all other
costs and charges based on the added consumption of water by
Tenant.
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8.05
Landlord shall provide passenger elevator service 24
hours per day 365 days per year, subject to repair and maintenance
shut-downs as may occur from time to time, which Landlord shall
give Tenant at least 10 days advance notice of any non-emergency
scheduled shut down.
8.06
Notwithstanding anything to the contrary in this
Lease, if (i) the Buildings services or utilities are interrupted
such that Tenant is unable to use the Premises (or a portion
thereof) for its business operations or if the Premises shall be
rendered inaccessible, in either event, for a period of more than
three (3) consecutive business days and (ii) the cause of such
utility or service interruption or inaccessibility of the Premises
is due to Landlord’s negligence or failure to pay an amount
owed by Landlord, then the base rent shall be abated until such
time as such time Tenant is able to use the whole of the Premises
for its business operations and same are accessible.
8.07
Landlord shall operate and maintain in good working
order (subject to normal repair and maintenance) the key card
security system in the Buildings and provide Tenant with sufficient
number of key cards for each of Tenant’s employees and other
occupants of the Premises. Notwithstanding the foregoing sentence,
Landlord shall have the right to discontinue the operation and
maintenance of the existing key card system if, and only if,
Landlord replaces such system with another security system that
provides a customary and reasonable level of security for the
Buildings. Tenant shall have the right to install (subject to
Landlord’s reasonable consent and requirements of law and
insurance) any additional security systems for the Premises as it
deems necessary, provided such system is customary and reasonable
for an office in a class B office building in the vicinity of the
Buildings.
8.08
Landlord shall provide the cleaning services for the
Buildings and the Premises in accordance with the terms of Article
11 below.
ARTICLE NINE
ALTERATIONS AND MODIFICATIONS
9.01
Tenant shall take good care of the Premises and
shall not make alterations to the Premises without the prior
written consent of Landlord which consent shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, Tenant shall
have the right to make decorative changes (e.g. painting, carpet,
etc.) without Landlord’s consent. All alterations,
improvements, and changes that Tenant may desire shall be done at
the expense of Tenant and shall become the property of Landlord and
remain on the Premises, except that at the option of Landlord,
Tenant shall, at Tenant’s expense, remove from the Premises
all specialty alterations not customarily found in an office
build-out of space. Notwithstanding the foregoing, Tenant shall not
be required to remove from the Premises any of the alterations or
improvements that exist on the date of this Lease. In the event
Landlord fails to respond to Tenant’s written request for
approval of its proposed alterations within ten (10) business days
after delivery of such request, Tenant may send a second request
for approval to Landlord and in the event Landlord still fails to
respond to Tenant’s request for approval within three (3)
business days after delivery of such second written request, such
alteration request shall be deemed approved. Upon reasonable
advance notice, Landlord shall have the right to inspect the
progress Tenant’s alterations. A copy of all plans, permits
and appropriate insurance documentation shall be provided by Tenant
to Landlord upon the request of Landlord. All damage or injury to
the Premises by Tenant or any person who may be in or on the
Premises (except for Landlord Parties as hereinafter defined) shall
be paid for by Tenant. Tenant shall, at the termination
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of this Lease, surrender the Premises to Landlord
broom clean and in as good condition and repair as existed at the
time this Lease was entered into, ordinary wear and tear and damage
due to casualty excepted. “Landlord Parties” shall mean
Landlord’s principals, officers, agents, contractors,
servants, employees, licensees and invitees.
9.02
Tenant shall not suffer nor permit any liens to
stand against the Premises, the Buildings or any part thereof by
reason of any work, labor, services or materials done for, or
supplied, or claimed to have been done for, or supplied to, Tenant
or anyone holding the Premises, the Buildings or any part thereof
through or under Tenant.
9.03
In the event that any mechanics’ lien is filed
against the Premises or the Buildings for work claimed to have been
done for or materials claimed to have been furnished to Tenant,
Tenant shall discharge such lien at its expense within thirty (30)
days of the date Tenant is advised of such filing, by payment,
filing of the bond required by law, or otherwise.
9.04
Subject to Section 9.01, following the date on which
Tenant first occupies the Premises, Tenant, at its sole cost and
expense, except as provided for in Article Twenty-Eight hereof,
shall have the right upon receipt of Landlord’s consent which
consent shall not be unreasonably withheld, conditioned or delay,
to make alterations, additions or improvements to the Premises in
accordance with this Article Nine, that are normal for office use,
do not adversely affect the utility or value of the Premises or the
Buildings for future tenants, do not alter the exterior appearance
of the Buildings, are not for a structural nature, do not require
excessive removal expenses and are not otherwise prohibited under
this Lease (collectively, “Alterations”). All such
Alterations shall be made in conformity with the reasonable
requirements of Landlord (including insurance requirements) and
applicable Requirements (as defined in Article 17 below). Once the
Alterations have been completed, such Alterations shall thereafter
be included within the designation of Tenant Improvements and shall
be treated as Tenant Improvements.
9.05
Provided the Landlord shall have previously given
Tenant written approval and consent to Alterations in accordance
with the terms of this Lease, any Alterations installed by Tenant
during the Term shall be done in strict compliance with all of the
following:
(a)
No such work (other than decorative alterations)
shall proceed without Landlord’s prior approval, which
approval shall not be unreasonably withheld, conditioned or
delayed, of (i) Tenant’s contractor(s); (ii) certificates of
insurance from a company or companies reasonably approved by
Landlord, furnished to Landlord by Tenant’s Contractor(s),
for combined single limit bodily injury and property damage
insurance covering comprehensive general liability and automobile
liability, in an amount not less than One Million Dollars
($1,000,000) per person and per occurrence and endorsed to show
Landlord as an additional insured, and for workers’
compensation as required by law, endorsed to show a waiver of
subrogation by the insurer to any claims Tenant’s contractor
may have against Landlord, Landlord’s agents, employees, and
other tenants of the Buildings (provided, however, nothing in this
Section 9.05(a) shall release Tenant of its other insurance
obligations hereunder); and (iii) detailed plans and specifications
for such work.
(b)
All such work shall be done in a first class
workmanlike manner and in conformity with a valid building permit
and all other permits and licenses when and where required, copies
of which shall be furnished to Landlord before the work is
commenced, and any work not acceptable to any governmental
authority or agency having or exercising jurisdiction over such
work, or not
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reasonably satisfactory to Landlord, shall be
promptly replaced and corrected at Tenant’s expense.
Landlord’s approval or consent to any such work shall not
impose any liability upon Landlord. Except in case of an emergency,
no work shall proceed until and unless Landlord has received
reasonable advance notice that such work is to commence.
(c)
Tenant or its contractors will in no event be
allowed to make plumbing, mechanical or electrical improvements to
the Premises, or any structural modification to the Buildings
without first obtaining Landlord’s written consent which
consent shall not be unreasonable withheld, conditioned or
delayed.
(d)
All work by Tenant shall be diligently and
continuously pursued from the date of its commencement through its
completion but in any event shall be completely within six (6)
months after the date permits are issued by the applicable
governmental authority with respect to such work.
9.06
All Alterations and Tenant Improvements made by or
for Tenant, whether temporary or permanent in character, made
either by Landlord or Tenant, including, but not limited to, all
air-conditioning or heating systems, paneling, decorations,
cabling, partitions and railings (except furniture or movable trade
fixtures installed at the expense of Tenant) shall become the
property of the Landlord and shall remain upon, and be surrendered
with, the Premises as a part thereof at the termination of this
Lease, without compensation to Tenant; provided, however, that at
the election of Landlord, exercisable by notice to Tenant, Tenant
shall, at Tenant’s sole expense, prior to the expiration of
the Term (or within ten (10) days following the earlier termination
of Lease), remove from the Premises the specialty alterations
installed after the date of this Lease which are not customarily
found in office build-out (such as full kitchens (as opposed to
customary pantries) cafeteria, raised flooring, internal stairways
etc.) required by Landlord to be removed, and repair all damage to
the Premises caused by such removal. Landlord shall have the right,
upon earlier termination of this Lease to determine the condition
of the Premises, and to ascertain what removals, if any, Landlord
shall require of Tenant pursuant to the terms hereof.
All Tenant’s personal property, including, but
not limited to, movable furniture, trade fixtures and equipment,
not attached to the Buildings or the Premises, shall be completely
removed by Tenant prior to the expiration of the Term (or within
ten (10) days following the earlier termination of this Lease),
provided, however, the Tenant shall repair all damage caused by
such removal prior to the expiration of the Term (or within ten
(10) days following the earlier termination of this Lease), and
provided further, that any of Tenant’s personal property not
so removed shall, at the option of Landlord, be deemed abandoned by
Tenant and shall, at Landlord’s option automatically become
the property of Landlord (whereupon Landlord shall then be
permitted to retain and/or dispose the same, or any part thereof,
in any manner whatsoever, at Tenant’s sole cost and expense
and without liability to Landlord).
ARTICLE TEN
REPAIRS
10.01
Tenant shall be responsible for making all routine,
interior repairs, replacements of light bulbs and other minor items
and for performing routine maintenance to the Premises. All
repairs, replacements and maintenance shall be in quality and class
at least equal to the original work. If after fifteen (15) days
prior written notice to Tenant (or in case of an emergency, such
lesser period as is reasonable under the circumstance) Tenant fails
to make such repairs, replacements or
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maintenance, Landlord may, but shall not be required
to, make such repairs, replacements or maintenance for
Tenant’s account and at Tenant’s expense. All such
costs shall be paid by Tenant as additional rent in the manner set
forth under Paragraph 4.03. Tenant shall treat with due care all
portions of the Buildings and Premises. Landlord shall maintain and
repair, commensurate with other class “B” office
buildings in Bergen County, New Jersey, the Buildings systems, the
structural portions of the Buildings (whether inside or outside of
the Premises), the roof, the foundation, the common areas of the
Buildings, and any item for which Tenant or another tenant in the
Buildings is not responsible to repair; excluding, however,
(a) repairs of Tenant’s Property or Improvements not
occasioned by Landlord’s negligence and (b) repairs
which Tenant is obligated to make pursuant to Section 10.01 and the
other terms of this Lease. Nothing contained in this Section shall
require Landlord to paint the Premises. No liability of Landlord to
Tenant shall, however, accrue under this Section unless and until
Tenant has given notice to Landlord of the specific repair required
to be made, or of the failure properly to furnish any service.
Landlord shall endeavor not to unreasonably interfere with
Tenant’s use and occupancy of the Premises in making any
repairs or performing any maintenance required pursuant to this
Section, but Landlord shall not be obligated to use overtime labor.
Landlord shall also perform all work necessary, at Landlord’s
sole cost, to ensure that the enclosure of the Buildings for each
floor of the Premises, including, without limitation, the roof and
all windows, shall be weather tight and free of leaks. All damage
to the Premises caused by leaks or infiltration shall be repaired
by Landlord at Landlord’s sole cost and expense. Tenant shall
permit Landlord and its agents to enter the Premises at all
reasonable times to inspect the Premises with reasonable advance
notice, to clean windows, perform cleaning services, maintain the
Buildings, make repairs, to post notices of non-liability for
alterations, additions, or repairs, without any abatement of rent
to Tenant or damages for any loss of occupation or quiet enjoyment
of the Premises provided that Landlord or its agents will use
reasonable efforts to minimize interference with Tenant’s
business activities. Landlord and its agents may during the last
nine (9) months of the Term, enter the Premises at reasonable hours
with reasonable advance notice, to exhibit the same to prospective
tenants.
10.02
If Landlord fails to maintain the Buildings or the
Premises (to the extent required under this Lease), including the
heating, ventilation and air-conditioning system serving the
Premises, and such failure impairs Tenant’s use or occupancy
of the Premises, Tenant shall give Landlord written notice to
perform such work. If such failure by Landlord is not cured within
ten (10) days after delivery to Landlord of such written notice,
then Tenant may (but is not obligated to), cause such maintenance
or repair to the Buildings or the Premises provided however, Tenant
shall only have the right to repair items that are (i) solely
within the Premises, or (ii) outside of the Premises but only
service the Premises. Notwithstanding the foregoing in this Section
10.02, if such acts to be performed by Landlord are of such nature
that the same cannot reasonably be performed
within such ten-day period, such failure shall be deemed to have
been cured if Landlord commences such performance within said
ten-day period and thereafter diligently and continuously
undertakes to complete the same after notice. If Tenant exercises
its self-help remedy under this Section 10.02, Landlord shall
reimburse Tenant for the reasonable amount of expenses incurred by
Tenant in connection with such work within thirty (30) days of
demand therefor, which demand shall be accompanied by reasonable
supporting documentation, and if Landlord fails to pay Tenant such
amount within such 30-day period, Tenant shall have the right to
deduct such amount from the rent payable under this
Lease.
10.03. Landlord shall employ contractors or laborers at so-called
overtime or other premium pay rates if necessary to make any repair
required to be made by it hereunder (other than a repair
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necessitated by the negligence or willful misconduct
of Tenant’s employees, agents, visitors while in the
Premises, servants or contractors) to remedy any condition that is
dangerous to the health and safety of persons in the Premises. In
all other cases, at Tenant’s request, Landlord shall employ
contractors or laborers at so-called overtime or other premium pay
rates and incur any other costs or expenses in making any repairs,
alterations, additions or improvements, provided that Tenant shall
pay to Landlord an amount equal to the difference between the
overtime or other premium pay rate and the regular pay rates for
such labor and any other overtime costs or expenses incurred by
Landlord. In addition, Landlord shall promptly repair and restore
any of Tenant’s installations or improvements, fixtures,
furnishings and equipment that may be damaged by Landlord or its
agents during the course of any of Landlord’s repairs,
alterations, additions or improvements to the Buildings or the
repairs in the Premises.
ARTICLE ELEVEN
CLEANING CONTRACTOR
11.01
Throughout the Term of this Lease, Landlord shall
arrange to clean the Premises (further provided, Tenant provides
Landlord reasonable access to areas to be cleaned) substantially in
accordance with the cleaning specifications set forth on Attachment
B annexed hereto with a cleaning contractor hired by Landlord and
at Landlord’s expense. Tenant shall keep the Premises in
reasonably good order. Landlord’s cleaning is not required
for: (A) tenant’s storage, preparation, service or
consumption of food or beverages which shall be cleaned by Tenant
and (B) those items caused by Tenant’s misuse or neglect of
the Premises. Tenant understands and agrees that the cleaning
contractor is an independent contractor and not an employee of
Landlord. Tenant shall carry insurance in such limits as it deems
proper to cover any loss, damage, destruction or theft of its and
others possessions and property of whatever kind or description,
including by way of example money, furniture, personal property, or
equipment. Landlord agrees to (i) cooperate with Tenant in
resolving problems or complaints regarding the cleaning service
provided by Landlord for the Buildings, (ii) consult with Tenant
and any other major tenant(s) in the Buildings prior to making any
changes to the level of cleaning service or the cleaning service
company, (iii) give due consideration to Tenant’s comments
and recommendations regarding cleaning service issues, including
the identity of the company providing cleaning services for the
Buildings. In any event, Landlord shall not materially reduce the
level of cleaning service for the Buildings below the level that
exists as of the date of this Lease.
ARTICLE TWELVE
DESTRUCTION OF PREMISES
12.01
In the event of a partial destruction of the
Premises during the Term from fire or other casualty, Landlord
shall, with reasonable diligence, repair, or cause to be repaired,
the Buildings (but not including any alterations or improvements to
the Premises made by Tenant), provided the repairs can be completed
within nine (9) months after the date that Landlord’s
insurance claim has been adjusted and collected (the “Maximum
Restoration Period”). Within sixty (60) days after the date
of a casualty which causes partial destruction Landlord shall
deliver to Tenant Landlord’s estimate, as obtained from an
independent contractor, of the amount of time needed to repair such
damage. Any partial destruction shall neither annul nor void this
Lease except that Tenant shall be entitled to a proportionate
reduction of rent while the repairs are being made or during the
period of time that Tenant is unable to use the Premises, or is
unable to access the Premises, any proportionate reduction being
based on the extent to which the making of repairs
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or inability to use or access Premises shall
interfere with the business carried on by Tenant in the
Premises.
12.02 In the event
that (a) the repairs cannot be completed within the Maximum
Restoration Period, or (b) the repairs cannot be made under the
laws and regulations of the applicable governmental authorities or
(c) less than two (2) years remain under the term of this Lease,
this Lease may be terminated at the option of either party upon
thirty (30) days written notice. In the event that the repairs can
be completed within the Maximum Restoration Period but Landlord
fails to complete the repairs within such period, and such
additional time (not to exceed ninety (90) days) as necessitated by
Force Majeure events, Tenant shall have the right to terminate this
Lease upon thirty (30) days notice to Landlord.
12.03 Should the
Buildings in which the Premises are situated be destroyed to the
extent of more than fifty percent (50%) of the replacement cost
thereof, either party hereto may, within forty five (45) days after
such destruction, elect to terminate this Lease, except Landlord
shall not have the right to terminate this Lease in such instance
if the Premises are not damaged and Tenant continues to have
a
