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EXHIBIT 10.1
RADNOR TECHNOLOGY AND RESEARCH CENTER
OFFICE AND CAFETERIA LEASE
THIS
OFFICE AND CAFETERIA LEASE (the "Lease") is made this 21st day
of
June, 2002 by and between RADNOR
PROPERTIES-145 KOP, L.P., a Delaware limited
partnership (hereinafter called
"Landlord"), and CENTOCOR, INC., a Pennsylvania
corporation (hereinafter called
"Tenant").
1. DEMISED
PREMISES; USE.
1.1. LETTING AND DEMISED PREMISES; USE. Landlord, for the term
and
subject to the provisions and conditions
hereof, leases to Tenant, and Tenant
rents from Landlord, the space (hereinafter
referred to as the "Demised
Premises" and more particularly delineated
on the floor plan attached hereto as
Exhibit "A" and made a part hereof) being,
for purposes of the provisions hereof
21,500 rentable square feet, located on the
first (1st) floor of the building
(hereinafter referred to as the "Building")
known as the Building I of Radnor
Technology and Research Center, or such
other name as Landlord may from time to
time designate, located at 145 King of
Prussia Road, Radnor Township, Delaware
County, Pennsylvania 19087, a legal
description of the land (the "Land") which
is attached hereto as Exhibit "B", to be
used by Tenant only (i) to operate a
first class cafeteria for the use of
Tenant's employees, invitees and visitors,
and (ii) for general office and associated
incidental uses ("Permitted Use") and
for no other purpose without the prior
written consent of Landlord. Tenant
shall, at its sole cost and expense, obtain
and maintain all approvals, permits,
licenses or authorizations of any nature
required in connection with the
operation of Tenant's business specific to
the Demised Premises. Landlord makes
no representation that the Demised Premises
are consistent with applicable
Governmental Requirements (as defined
below) for Tenant's business or are
suitable for Tenant's business. Tenant
shall comply with all laws relating to
the Demised Premises and Tenant's use,
occupancy and operation thereof,
including, without limitation, (i) health,
safety and building codes, and any
permit or license requirements, and (ii)
any Governmental Requirements. In
connection with the foregoing, Tenant, at
Tenant's own cost, shall be obligated
to secure and obtain all required permits,
approvals and licenses for or with
respect to the design, build out and
operation of the Demised Premises,
including, but not limited to any approval
or permit requirements of the
Pennsylvania Department of Health,
Pennsylvania Licenses and Inspections or the
Radnor Zoning Department and Tenant shall
be obligated to keep in force and
renew all thereof before the same, or any
of them, shall expire. Prior to
commencing business in the Demised
Premises, Tenant shall provide copies of all
such permits, approvals and licenses to
Landlord.
1.1.1. Tenant shall not use or occupy or permit anything to be
done
in or on the Demised Premises or the
Center, in whole or in part, in a manner
which would in any way violate any
certificate of occupancy affecting the
Demised Premises, make void or voidable any
insurance then in force with respect
thereto, or which may make it more costly
or impossible to obtain fire or other
insurance thereon, cause structural or
other material injury to the Building or
any part thereof, constitute a public or
private nuisance, or which may violate
any present or future, ordinary or
extraordinary Governmental Requirements.
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1.1.2. Tenant shall operate and conduct the Permitted Use at
all
times in a first class, professional and
businesslike manner consistent with
reputable business, health, industry, and
safety standards and practices, and
Tenant shall at all times keep the Demised
Premises in a neat, clean and orderly
manner so as to not adversely affect the
ordinary operation of the Building or
the Center as first class office and
laboratory buildings, or the use or
enjoyment thereof by other tenants and/or
occupants of the Building or the
Center. Without limiting the generality of
the foregoing, Tenant shall be
responsible to keep the Demised Premises
free from insects, vermin, and other
pests and shall be responsible for the
removal of insects, vermin, and other
pests in the Demised Premises as well as
other parts of the Building and/or
Center resulting from the activities of
Tenant. Except as permitted herein,
Tenant shall not place or maintain any
permanent or temporary fixture or item or
display any merchandise outside the Demised
Premises, and Tenant shall not
obstruct the window areas (other than with
seasonable or holiday decorations)
without Landlord's prior written approval,
which may be given or withheld in
Landlord's sole discretion. All racks,
stands, displays of merchandise, and
other items shall be attractive, tasteful
and professional, and all items
visible from the entrance lobby of the
Building or the exterior of the Building
shall be subject to Landlord's continuing
approval and direction for purposes of
having a first class office lobby, building
exterior and restaurant appearance
as determined in Landlord's sole reasonable
discretion.
1.1.3. Tenant agrees that no music of any kind or nature,
whether
live or recorded, from any source or place,
will be played so as to be audible
outside of the Demised Premises. Tenant
shall operate the Demised Premises so
that there shall be no odors of any kind or
nature emanating from or noticeable
outside the Demised Premises and any such
odors inside the Demised Premises
shall be subject to Landlord's continuing
approval.
1.1.4. Tenant shall be responsible for cleaning the Demised
Premises, including, without limitation all
restrooms within the Demised
Premises, and for cleaning, maintaining and
repairing any kitchen hoods, exhaust
fans, and air handling units within the
Demised Premises.
1.1.5. Tenant shall replace all broken or damaged plate glass in,
on
or about the Demised Premises caused by
Tenant, its agents, employees, invitees
or any other person using the Demised
Premises with Tenant's consent, express or
implied.
1.1.6. Tenant shall not burn or place garbage, rubbish, trash,
merchandise containers or other incidentals
to the business outside the Demised
Premises.
1.1.7. Tenant shall participate in any reasonable window
cleaning
and exterminating programs (including,
without limitation, using Landlord's
designated exterminator) that may be
established by Landlord for the Building.
1.2. RADNOR TECHNOLOGY AND RESEARCH CENTER. Radnor Technology
and
Research Center consists of approximately
18.924 acres of ground and certain
buildings and other improvements thereon,
all located at or about 145 King of
Prussia Road, in Radnor Township, Delaware
County, Pennsylvania (the "Center").
Landlord reserves the right, in its sole
discretion, at any time and from time
to time, to expand and/or reduce the amount
of ground and/or improvements of
which the Center consists, provided such
expansion or reduction shall not
materially affect Tenant's Permitted Use of
the Building.
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1.3. COMMON FACILITIES. Tenant and its agents, employees and
invitees, shall have the right to use, in
common with all others granted such
rights by Landlord, in a proper and lawful
manner, the common sidewalks and
other outdoor areas within the Center, the
parking areas surrounding the
Building, the common entranceways and
lobbies furnishing access to the Demised
Premises, and (if the Demised Premises
includes less than a full floor) the
common lobbies, hallways and toilet rooms
on the floor on which the Demised
Premises is located. Such use shall be
subject to the terms of this Lease and to
such reasonable rules and regulations as
Landlord may from time to time
prescribe with respect thereto, including,
without limitation, the reservation
of any particular parking spaces or parking
areas for the exclusive use of other
tenants of the Center.
1.4.
RENTABLE SQUARE FEET. Tenant understands, acknowledges and
agrees (i) that the amount of rentable
square feet set forth in Paragraph 1.1
above is calculated based on certain
assumptions, and (ii) that such amount of
rentable square feet is hereby accepted by
Tenant for all purposes of this
Lease, including, without limitation, for
purposes of determining minimum rent,
Tenant's Proportionate Share of applicable
items of Taxes and Operating Expenses
and other items which are based upon the
computation of square footage.
1.5. USE OF PARKING FACILITIES. Subject to the other provisions
of
this Lease, and excluding those parking
spaces designated by Landlord as being
reserved, Tenant shall have free
non-exclusive use, in common with all other
tenants, licensees, and invitees of the
Center, of the surface parking spaces in
the Center ("Non-Reserved Spaces"), for
Tenant, Tenant's employees, Tenant's
business invitees and Tenant's agents, each
day of the week; provided, however,
that at no time during any day during the
term of this Lease shall the number of
Non-Reserved Spaces actually occupied by
Tenant, Tenant's employees, business
invitees and agents exceed forty-three (43)
spaces (such figure being a maximum
number of spaces which may be utilized by
or for Tenant at any one time, but
Landlord does not represent or guarantee
that such number of spaces will in fact
be available at any one time at the Center
for Tenant's use). Notwithstanding
the foregoing, ten (10) of the forty-three
(43) spaces referenced in the
foregoing sentence shall be designated by
Landlord for Tenant's exclusive use,
such designated spaces to be reasonably
accessible to the main visitor entrance
of the Demised Premises. Tenant shall not
park any trucks or any delivery
vehicles in the parking areas or driveways,
except as specifically designated by
Landlord from time to time, and shall
confine all truck parking, loading and
unloading to times and locations
specifically designated by Landlord from time
to time. Tenant shall require all trucks
servicing Tenant to be promptly loaded
or unloaded and removed from the site.
Landlord hereby reserves the exclusive
right with respect to the use of parking
facilities, roadways, sidewalks,
driveways, islands and walkways for
advertising purposes. Tenant covenants and
agrees to enforce the provisions of this
Lease against Tenant's employees and
business invitees. Landlord may from time
to time circulate parking stickers for
the purpose of identifying motor vehicles
of Tenant and Tenant's employees
and/or circulate validation tickets for the
purpose of identifying Tenant's
business invitees. Landlord shall have the
right, but not the obligation: (a) to
police said parking facilities, (b) to
provide parking attendants, (c) to cause
unauthorized and/or unregistered motor
vehicles (but only upon 48 hours verbal
or written notice to Tenant for first time
offenders) to be towed away at the
sole risk and expense of the owner of such
motor vehicles, (d) to designate
certain areas of the parking facilities for
the exclusive use of motor vehicles
having handicapped designations on their
license plates and/or for the exclusive
use of visitors to the Center, (e) to use
any portion of the parking facilities
from time to
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time and/or to deny access to the same
temporarily in order to repair, maintain
or restore such facilities or to construct
improvements under, over, along,
across and upon the same for the benefit of
the site and to grant easements in
the parking facilities to any authorities,
(f) to adopt and modify from time to
time rules and regulations for parking and
vehicular ingress, egress, speed, no
parking, no standing, and for times and
places for move-in, move-out and
deliveries, (g) to designate fire lanes,
loading zones and restricted parking
from time to time and to tow violators
immediately with no notice and (h) to
designate from time to time specific areas
for the parking of Tenant's employees
cars. Landlord shall use commercially
reasonable efforts to insure that the
rules and regulations promulgated by
Landlord will be enforced in a
non-discriminatory manner.
2. TERM;
COMMENCEMENT.
2.1. DURATION. The term of this Lease shall commence (the
"Commencement Date") on the delivery to
Tenant of a fully executed Lease on
which date the Demised Premises shall be
delivered to Tenant and unless extended
or sooner terminated as herein provided,
the initial term of this Lease shall
continue until, and shall expire on March
31, 2007. Notwithstanding anything
contained in this Lease to the contrary, if
that certain Radnor Technology and
Research Center Lease, dated March 8, 2002
(the "Research Building Lease"),
whereby Landlord leased to Tenant and
Tenant leased from Landlord the space
containing 135,125 rentable square feet
located on the court level and third
(3rd) and fourth (4th) floors of the
research building (the "Research Building")
which is located within the Center, is
terminated, this Lease shall terminate on
the same date as of the date of termination
of the Research Building Lease.
2.2. CONDITION OF THE DEMISED PREMISES. Within thirty (30) days
after the Commencement Date, Landlord will
construct a Building Standard
demising wall in the location of the
Demised Premises identified on the plan
attached hereto as Exhibit "I". Tenant
acknowledges that Tenant has had the
opportunity to examine the Demised Premises
prior to the execution of this
Lease. Other than Landlord's obligation to
construct the aforementioned demising
walls, Tenant agrees to accept the Demised
Premises on the Commencement Date in
its then "AS IS WHERE IS" condition without
any obligation on the part of
Landlord to perform any work. Tenant shall,
at Tenant's expense, install a
Landlord approved sprinkler system in the
Demised Premises by the earlier of
Tenant's occupancy or July 1, 2002.
3. MINIMUM
RENT; INCREASES IN MINIMUM RENT;SECURITY DEPOSIT.
3.1. AMOUNT AND PAYMENT. Minimum rent for the Demised Premises
shall
commence on July 1, 2002 and accrue during
the term as follows:
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<TABLE>
<CAPTION>
ANNUAL
MINIMUM
LEASE PERIOD
RATE
RENT
MONTHLY MINIMUM RENT
----------------------------- ------ ----------- --------------------
<S>
<C> <C>
<C>
July 1, 2002 - June 30, 2003
$19.00 $408,500.04
$34,041.67
July 1, 2003 - June 30, 2004
$19.60 $421,400.04
$35,116.67
July 1, 2004 - June 30, 2005
$20.20 $434,300.04
$36,191.67
July 1, 2005 - June 30, 2006
$20.80 $447,200.04
$37,266.67
July 1, 2006 - March 31, 2007 $21.40 $460,100.04
$38,341.67
</TABLE>
Minimum rent shall be payable during the
term hereof, in advance, in the monthly
installments as set forth above, the first
installment to be payable upon the
execution of this Lease and subsequent
installments to be payable on the first
day of each successive month of the term
hereof following the first month of
such term.
3.2. ADDRESS FOR PAYMENT. All rent and other sums due to
Landlord
hereunder shall be payable to Radnor
Properties-145 KOP, L.P., P.O. Box 8000,
Department 175, Buffalo, New York 14267, or
to such other party or at such other
address as Landlord may designate, from
time to time, by written notice to
Tenant.
3.3. NON-WAIVER OF RIGHTS. If Landlord, at any time or times,
shall
accept rent or any other sum due to it
hereunder after the same shall become due
and payable, such acceptance shall not
excuse delay upon subsequent occasions,
or constitute, or be construed as, a waiver
of any of Landlord's rights
hereunder.
3.4. ADDITIONAL SUMS DUE; NO SET-OFF. All sums payable by
Tenant
under this Lease, whether or not stated to
be rent, minimum rent or additional
rent, shall be collectible by Landlord as
rent, and upon default in payment
thereof Landlord shall have the same rights
and remedies as for failure to pay
rent (without prejudice to any other right
or remedy available therefor). All
minimum rent, additional rent and other
sums payable by Tenant under this Lease
shall be paid, when due, without demand,
offset, abatement, diminution or
reduction. Additional rent shall include
all sums which may become due by reason
of Tenant's failure to comply with any of
the terms, conditions and covenants of
the Lease to be kept and observed by Tenant
and any and all damages, costs and
expenses (including without limitation
thereto reasonable attorney fees) which
Landlord may suffer or incur by reason of
any default of Tenant.
3.5. PERSONAL PROPERTY AND OTHER TAXES. As additional rent,
Tenant
shall pay monthly or otherwise when due,
whether collected by Landlord or
collected directly by the governmental
agency assessing the same, any taxes
imposed or calculated on Tenant's rent or
with respect to Tenant's use or
occupancy of the Demised Premises or
Tenant's business or right to do business
in the Demised Premises, including, without
limitation, a gross receipts tax or
sales tax on rents or a business privilege
tax or use or occupancy tax, whether
such tax exists at the date of this Lease
or is adopted hereafter during the
term of this Lease or during any renewal or
extension thereof; but nothing
herein shall be taken to require Tenant to
pay any income, estate, inheritance
or franchise tax imposed upon Landlord. In
addition to the foregoing, Tenant
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shall be responsible to pay when due all
taxes imposed upon all fixtures or
personal property of Tenant.
4. TAXES
AND OPERATING EXPENSES.
4.1. DEFINITIONS. As used in this Paragraph 4, the following
terms
shall be defined as hereinafter set
forth:
(A) "TAXES" shall mean all real estate taxes and assessments
of whatever kind, general or special,
ordinary or extraordinary, foreseen or
unforeseen, imposed upon the Building or
with respect to the ownership of the
Building and the Center and the parcel of
land on which the Building and the
Center are located, and any existing or
future improvements to the Building or
the Center or to the parcel of land on
which the Building or the Center is
located, all of the foregoing as allocable
and attributable to each given
calendar year which occurs during the term
of this Lease (and any renewals and
extensions thereof). If, due to a future
change in the method of taxation, any
franchise, income, profit or other tax,
however designated, shall be levied or
imposed in addition to or in substitution,
in whole or in part, for any tax
which would otherwise be included within
the definition of Taxes, such other tax
shall be deemed to be included within Taxes
as defined herein. Taxes also shall
include amounts paid to anyone engaged by
Landlord to contest the amount or rate
of taxes, provided that the amounts so paid
do not exceed the savings procured.
Tenant acknowledges that the exclusive
right to protest, contest or appeal Taxes
shall be in Landlord's sole and absolute
discretion and Tenant hereby waives any
or all rights now or hereafter conferred
upon it by law to independently contest
or appeal any Taxes.
(B) "OPERATING EXPENSES" shall mean Landlord's actual
out-of-pocket expenses, adjusted as set
forth herein and as allocable and
attributable to each given calendar year
which occurs during the term of this
Lease (and any renewals and extensions
thereof), in respect of the operation,
maintenance, repair, replacement and
management of the Building and the Center
(after deducting any reimbursement,
discount, credit, reduction or other
allowance received by Landlord) and shall
include, without limitation: (A) wages
and salaries (and taxes and insurance
imposed upon employers with respect to
such wages and salaries) and fringe
benefits paid to persons employed by
Landlord to render services in the normal
operation, maintenance, cleaning,
repair and replacement of the Building and
the Center and any security personnel
for the Building and the Center, excluding
any overtime wages or salaries paid
for providing extra services exclusively
for any specific tenants; (B) costs of
independent contractors hired for, and
other costs in connection with, the
operation, security, maintenance, cleaning,
repair and replacement of the
Building and related facilities and
amenities in the Center; (C) costs of
materials, supplies and equipment
(including trucks) used in connection with the
operation, security, maintenance, cleaning,
repair and replacement of the
Building and related facilities and
amenities in the Center; (D) costs of
electricity, steam, water, sewer, fuel
(including, without limitation, diesel
and heating fuel), compressed air, and
other gases and other utilities used at
the Building or the Center, together with
the cost of providing the services
specified in Paragraph 5 hereof, to the
extent such utilities and/or services
are not separately chargeable to an
occupant of the Building or an occupant
elsewhere in the Center; (E) cost of
insurance for public and general liability
insurance and insurance relating to the
Building and the Center, including fire
and extended coverage or "All-Risk"
coverage, if available, and coverage
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for elevator, boiler, sprinkler leakage,
water damage, and property damage,
plate glass, personal property owned by
Landlord, fixtures, and rent protection
(all with such coverages and in such
amounts as Landlord may elect or be
required to carry), but excluding any
charge for increased premiums due to acts
or omissions of other occupants of the
Building or elsewhere in the Center
because of extra risk which are reimbursed
to Landlord by such other occupants;
(F) costs of tools, supplies and services;
(G) costs of capital improvements to
the Building and Center, but excluding (i)
improvements of a purely cosmetic
nature, (ii) improvements which do not
provide any benefit to Tenant, and (iii)
improvements which substantially increase
the facilities available to Tenant
unless Landlord obtains Tenant's prior
written approval (by way of example and
without limitation: new structured parking
garage or a new lobby in Other Center
Buildings); (H) costs of alterations and
improvements to the Building or the
common areas of the Center made pursuant to
any Governmental Requirements, but
excluding costs of alterations and
improvements which are required pursuant to
any Governmental Requirement existing, and
as interpreted, as of the date of
Landlord's execution of this Lease; (I)
legal and accounting fees and
disbursements necessarily incurred in
connection with the ownership, maintenance
and operation of the Building and the
Center, and the preparation, determination
and certification of bills for Taxes and
Operating Expenses pursuant to this and
other leases at the Building and the
Center; (J) sales, use or excise taxes on
supplies and services and on any of the
other items included in Operating
Expenses; (K) costs of redecorating,
repainting, maintaining, repairing and
replacing the common areas of the Building
and the Center (including seasonal
decorations); (L) management fees payable
to the managing agent for the Building
and the Center (provided, however, that if
management fees are paid to any
affiliate of Landlord, then the amount
thereof to be included in Operating
Expenses shall not exceed such amount as is
customarily being charged for
similar services rendered to comparable
buildings in the geographical sub market
within which the Center is located, but in
no event less than three percent (3%)
or greater than four (4%) percent,
provided, however, such management fees shall
not exceed three percent (3%) for the first
three years of the lease term); (M)
the cost of telephone service, postage,
office supplies, maintenance and repair
of office equipment and similar costs
related to operation of the Building's and
the Center's management and
superintendent's offices whether or not located at
the Center; (N) the cost of licenses,
permits and similar fees and charges
related to operation, maintenance, repair
and replacement of the Building and
the Center, other than any of the foregoing
relating to tenant improvements; and
(O) without limiting any of the foregoing,
any other expenses or charges which,
in accordance with sound accounting and
management principles generally accepted
with respect to a first-class suburban
laboratory building, would be construed
as an operating expense. Operating Expenses
(including such as are stated above
which relate or are applicable to the
Center) shall include, without limitation,
any and all sums for landscaping, ground
and sidewalk maintenance, sanitation
control, extermination, cleaning, lighting,
snow removal, parking area and
driveway striping and repairing, fire
protection, fire safety, policing,
security systems, public liability and
property damage insurance, and expenses
for the upkeep, maintenance, repair,
replacement and operation of the Center,
all as payable in respect of or allocable
to the Building by virtue of the
ownership thereof and/or under and pursuant
to the Declaration (as hereinafter
defined). The term "Operating Expenses"
shall not include: (a) the cost of
redecorating or special cleaning or similar
services to individual tenant
spaces, not provided on a regular basis to
other tenants of the Building; (b)
wages or salaries paid to executive
personnel of Landlord not providing
full-time service at the Center; (c) any
charge for depreciation or interest
paid or incurred by Landlord; (d) leasing
commissions, finders fees
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and all other leasing expenses incurred in
procuring tenants in the Building;
(e) Taxes; (f) any costs incurred in the
ownership of the Building, as opposed
to the operation and maintenance of the
Building, including Landlord's income
taxes, excess profit taxes, franchise taxes
or similar taxes on Landlord's
business; preparation of income tax
returns; corporation, partnership or other
business form organizational expenses;
franchise taxes; filing fees; or other
such expenses; or any costs incurred in
cleaning up any environment hazard or
condition in violation of any environmental
law (except to the extent caused by
Tenant); (g) legal fees for the negotiation
or enforcement of leases; (h)
expenses in connection with services or
other benefits of a type which are not
Building standard but which are provided to
another tenant or occupant; (i) any
items to the extent such items are required
to be reimbursed to Landlord by
Tenant (other than through Tenant's
additional rent), or by other tenants or
occupants of the Building or by third
parties; (j) depreciation, except in the
form of a "sinking fund" for periodic
replacement of carpeting and for periodic
repainting (both in common areas only); or
interest paid on any mortgage, or
ground rents paid under land leases, except
for payment of any triple-net
expenses required by such leases; (k) the
cost of constructing tenant
improvements or installations for any
tenant in the Building, including any
relocation costs; (l) brokerage
commissions, origination fees, points, mortgage
recording taxes, title charges and other
costs or fees incurred in connection
with any financing or refinancing of the
Building; (m) attorneys' fees and
disbursements, incurred in connection with
the leasing of space in the Building
(including without limitation the
enforcement of any lease or the surrender,
termination or modification of any lease of
space in the Building); (n)
advertising and promotional expenses,
brochures with respect to the Building;
(o) cost of repairs or replacements
occasioned by fire, windstorm or other
casualty, the costs of which are covered by
insurance or reimbursed by
governmental authorities in eminent domain;
(p) overhead and profit increment
paid to subsidiaries or affiliates of
Landlord for services on or to the
Property, to the extent that the costs of
such services exceed market-based
costs for such services rendered by
unaffiliated persons or entities of similar
skill, competence and experience; (q)
penalties, fines, legal expenses, or late
payment interest incurred by Landlord due
to violation by Landlord, or
Landlord's agents, contractors or
employees, of either the payment terms and
conditions of any lease or service contract
covering space in the Building or
Landlord's obligations as owner of the
Building (such as late payment penalties
and interest on real estate taxes, late
payment of utility bills); (r) any
compensation paid to clerks, attendants or
other persons in any commercial
concession operated by Landlord in the
Building from which Landlord receives any
form of income whatsoever, whether or not
Landlord actually makes a profit from
such concession; or (s) costs of
maintenance provided to other tenants' space to
the extent that such services are not
provided to Tenant. If Landlord is not
furnishing any particular work or service
(the cost of which, if performed by
Landlord, would constitute an Operating
Expense) to a tenant who has undertaken
to perform such work or service in lieu of
performance by Landlord, Operating
Expenses shall nevertheless be deemed to
include the amount Landlord would
reasonably have incurred if Landlord had in
fact performed the work or service
at its expense with the understanding that
if such work is not provided to
Tenant by Landlord, then such expense shall
not be deemed an Operating Expense.
The costs of electric consumption and
water, sewer, gas, diesel, heating oil and
other utility services to the Demised
Premises (including, without limitation,
for HVAC usage) are not included as
Operating Expenses of the Building and shall
be paid for by Tenant separately in
accordance with Paragraph 5 of this Lease.
(1) In determining Operating Expenses for any year, if
less than 100% of the rentable square feet
of the Building shall have been
occupied by tenants at any
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time during such year, Operating Expenses
shall be deemed for such year to be an
amount equal to the like expenses which
Landlord reasonably determines would
normally be incurred had such occupancy
been 100% throughout such year.
(2) In the event Landlord shall make a capital
expenditure as described in Paragraph
4.1(B)(G) during any year, the annual
amortization of such expenditure
(determined on a straight line method over the
useful life of the improvement, but in no
event to exceed twelve (12) years),
plus any reasonable interest or financing
charges thereon (or, if such
improvements are funded from reserves, a
reasonable sum imputed in lieu of such
financing charges), shall be deemed an
Operating Expense for each year of such
period.
(C) "GOVERNMENTAL REQUIREMENTS" shall mean all requirements
under any federal, state or local statutes,
rules, regulations, ordinances, or
other requirements of any duly constituted
public authority having jurisdiction
over the Building (including, without
limitation, the Demised Premises)
including, but not limited to, requirements
under applicable Radnor Township
building, zoning and fire codes and
federal, state and local requirements and
regulations governing accessibility by
persons with physical disabilities, all
present and future federal, state, and
local statutes, rules, and regulations
respecting the environment, including, but
not limited to, the Comprehensive
Environmental Response, Compensation and
Liability Act of 1980, as amended, 42
U.S.C., Section 9601, et seq. (CERCLA); the
Resource Conservation and Recovery
Act, as amended, 42 U.S.C., Section 6901,
et seq. (RCRA); the Pennsylvania
Hazardous Sites Cleanup Act, 35 P.S.
Section 6020.101 et seq.; the Pennsylvania
Solid Waste Management Law, 35 P.S. Section
6018.101 et seq.; and the
Pennsylvania Clean Streams Law, 35 P.S.
691.1 et seq.; Federal Water Pollution
Control Act, 33 U.S.C. Section 4321; the
Clean Air Act, 42 U.S.C. Section 7401;
the National Environmental Control Policy
Act, 42 U.S.C. Section 4321; the
Refuse Act, 33 U.S.C. Section 1801-1812;
the Toxic Substance Control Act, 15
U.S.C. Section 2601; the Federal
Insecticide, Fungicide and Rodenticide Act, 7
U.S.C. Section 136; and the Safe Drinking
Water Act, 42 U.S.C. Section 300F; The
Pennsylvania Infectious and
Chemotherapeutic Waste Disposal Act, 35 P.S. Section
7330.101 - 7330.906 and the Pennsylvania
Low Level Radioactive Waste Disposal
Act and 35 P.S. 6019.1-6019.6; the
Pennsylvania Land Recycling and Environmental
Standards Act, 35 P.S. 6026-101-6026-909;
the Atomic Energy Act of 1954 42
U.S.C. Section 2210 et. seq. and all
regulations promulgated by the Nuclear
Regulatory Commission, including and not
limited to 10 C.F.R. Parts 20, 20, 40,
50, 51, 70 and 72; The DELCORA Standards,
Rules, and Regulations of 1991 as
amended and codified and any administrative
or court order applicable to the
Demised Premises relating to Waste.
(D) "TENANT'S PROPORTIONATE SHARE" shall be Twenty Seven and
3,763/10,000 percent (27.3763%). This is
equal to the ratio of the rentable
square feet of the Demised Premises, as set
forth above, to the total rentable
square feet of space in the Building, which
is 78,535 rentable square feet. The
ratio of the rentable square feet of the
Demised Premises to the total rentable
square feet of space in (i) the Building,
(ii) Building 2 located in the Center
(65,603 rentable square feet), (iii)
Building 3 located in the Center (43,942
rentable square feet), (iv) the storage
building located in the Center (1,344
rentable square feet) and (v) the
maintenance building located in the Center
(8,798 rentable square feet) (collectively,
the "Other Center Buildings") (which
is 198,222 rentable square feet) shall be
Ten and 8,464/10,000 percent
(10.8464%).
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<PAGE>
(E) "TENANT'S SHARE OF TAXES AND OPERATING EXPENSES" shall
mean, with respect to any calendar year,
the product of (A) Tenant's
Proportionate Share, multiplied by, (B) the
amount of the total of Taxes and
Operating Expenses for such calendar year.
Notwithstanding anything contained
herein to the contrary, total Taxes for the
Center shall be allocated sixty
percent (60%) to the Research Building and
forty percent (40%) to the Other
Center Buildings.
(F) "TENANT'S ESTIMATED SHARE" shall mean, with respect to any
calendar year, the product of (A) Tenant's
Proportionate Share, multiplied by
(B) the amount of Landlord's good faith
estimate of the total of Taxes and
Operating Expenses for such calendar
year.
(G) "DECLARATION" shall mean any future declarations,
covenants, restrictions and easements,
together with all existing or future
amendments, addenda and supplements
thereto, executed by Landlord (or Landlord's
predecessor in title to the Center) and
placed of record, submitting the Center
or portion thereof to a system of
reciprocal easements, restrictions, benefits
and burdens for the use and maintenance
thereof by owners and tenants, and to
which all such owners and tenants shall be
subject.
4.2. GENERAL ALLOCATION PROCEDURES. Landlord and Tenant
acknowledge
the following:
(A) To the extent practicable and known exactly, all Operating
Expenses will be accounted for and
attributed separately for the Building, the
Research Building or for the Other Center
Buildings. To the extent allocations
of an item of Operating Expenses in
accordance with the foregoing sentence is
not practicable and known exactly,
allocations will be made between and among
the Research Building and the Other Center
Buildings proportionately among all
thereof (based upon the respective square
footage of each), or equally among all
thereof, or based on usage and hours of
operation or in such other proportions
as may reasonably be determined by Landlord
in the exercise of prudent
management practices.
(B) Notwithstanding the foregoing, and to the extent deemed
reasonable by Landlord, all common area and
other charges under and as permitted
by the Declaration will be charged and
allocated among the Research Building,
the Other Center Buildings, and any other
building, facility or property subject
to the Declaration, all in accordance with
the terms and provisions of the
Declaration.
4.3. TENANT'S SHARE OF TAXES AND OPERATING EXPENSES.
(A) For and with respect to each calendar year which occurs
during the term of this Lease (and any
renewals or extensions thereof) there
shall accrue, as additional rent, Tenant's
Share of Taxes and Operating
Expenses, appropriately prorated for any
partial calendar year occurring within
the term.
(B) Landlord shall furnish to Tenant, on or before December 31
of each calendar year during the term
hereof, a statement for the next
succeeding calendar year setting forth
Tenant's Estimated Share and the
information on which such estimate is
based. On the first day of the new
calendar year, Tenant shall pay to
Landlord, on account of Tenant's Estimated
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<PAGE>
Share, an amount equal to one-twelfth
(1/12) of Tenant's Estimated Share, and on
the first day of each succeeding month up
to and including the time that Tenant
shall receive a new statement of Tenant's
Estimated Share, Tenant shall pay to
Landlord, on account of Tenant's Estimated
Share, an amount equal to one-twelfth
(1/12) of the then applicable Tenant's
Estimated Share.
(C) Landlord shall furnish to Tenant, on or before May 31 of
each calendar year during the term hereof,
a statement (the "Expense Statement")
prepared by Landlord or its agent or
accountants setting forth for the previous
calendar year: (A) the actual amount of
Taxes and Operating Expenses for the
previous calendar year; (B) the Tenant's
Proportionate Share; (C) the Tenant's
Share of Taxes and Operating Expenses; (D)
the Tenant's Estimated Share; and (E)
a statement of the amount due to Landlord,
or to be credited to Tenant, as a
final adjustment in respect of Tenant's
Share of Taxes and Operating Expenses
for the previous calendar year (the "Final
Adjustment Amount"). The Final
Adjustment Amount shall be calculated by
subtracting the Tenant's Estimated
Share from the Tenant's Share of Taxes and
Operating Expenses. On the first day
of the first calendar month (but in no
event sooner than thirty [30] days)
following delivery of the Expense Statement
to Tenant, Tenant shall pay to
Landlord the Final Adjustment Amount
calculated as set forth in the Expense
Statement. If the Final Adjustment Amount
is a negative quantity, then Landlord
shall credit Tenant with the amount thereof
against the next payment of minimum
rent due by Tenant hereunder, except that
with respect to the last year of the
Lease, if an Event of Default has not
occurred, Landlord shall refund Tenant the
amount of such payment in respect of the
Final Expense Adjustment within thirty
(30) days after Landlord provides the
Expense Statement for such final year of
the Lease. In no event, however, shall
Tenant be entitled to receive a credit
greater than the payments made by Tenant as
payments of Tenant's Estimated Share
for the calendar year to which the Final
Adjustment Amount relates.
4.4. DISPUTES. The information set forth on all statements
furnished
to Tenant pursuant to this Paragraph 4,
including each Expense Statement, and
all documents relating to Tenant's
Estimated Share, Tenant's Share of Taxes and
Operating Expenses, the Final Adjustment
Amount, and all supportive
documentation and calculations, shall be
deemed approved by Tenant unless,
within thirty (30) days after submission to
Tenant, Tenant shall notify Landlord
in writing that it disputes the correctness
thereof, specifying the basis for
such assertion. Pending the resolution of
any dispute, however, Tenant shall
continue to make payments in accordance
with the statement or information as
furnished.
4.5. SURVIVAL. Notwithstanding anything herein contained to the
contrary, Tenant understands and agrees
that additional rent for increases of
Taxes and Operating Expenses described in
this Paragraph 4 are attributable to
and owing for a specific twelve (12) month
period, and are generally determined
in arrears. Accordingly, Tenant agrees
that, at any time following the
expiration of the term of this Lease, or
after default by Tenant with respect to
this Lease, Landlord may bill Tenant for
(i) the entire amount of accrued and
uncollected additional rent attributable to
increases in Taxes and Operating
Expenses under this Paragraph 4, and (ii)
any unpaid charges for usage, services
or other amounts with respect to any period
during the term of this Lease; and
the amount of such bill shall be due and
payable to Landlord within thirty (30)
days after rendering thereof.
5.
SERVICES. Landlord agrees that during the term of the Lease,
Landlord
shall provide services as set forth in this
Paragraph 5.
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<PAGE>
(A) HVAC AND ELECTRICITY. Landlord shall furnish (a) heat,
ventilation and air conditioning (including
the labor, maintenance and equipment
necessary to provide the same), (b)
electricity and other utilities needed to
operate such systems, (c) electricity, not
to exceed 6 watts per rentable square
feet, for lighting and general power for
office use and for the cafeteria and
kitchen areas as presently configured, each
of the foregoing to be paid for by
Tenant as follows:
(1) STANDARD USAGE; BUSINESS HOURS. Tenant shall pay its
pro rata share (based upon Tenant's
Proportionate Share, but subject to the last
sentence of this subparagraph) of the cost
to the Building (including applicable
sales or use taxes) for the foregoing
services during "Business Hours" (as
hereinafter defined) and for "Building
Standard Consumption" (as hereinafter
defined). Such payment shall be made by
Tenant within thirty (30) days after
submission by Landlord of a statement to
Tenant setting forth the amount due.
"Business Hours" shall mean Monday through
Friday from 8:00 a.m. to 6:00 p.m.
and on Saturday from 8:00 a.m. to 1:00
p.m., Holidays (defined below) excepted.
New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving,
Christmas, or any day set aside to
celebrate such holidays are "Holidays" under
this Lease. "Building Standard Consumption"
shall mean the consumption
necessary, in Landlord's reasonable
judgment, for use and comfortable occupancy
of the Demised Premises when occupied by
the density of people for which the
building standard system was designed with
occupants using Standard Office
Equipment and with respect to the kitchen
area, existing kitchen equipment and
equipment found in a similar employee
cafeteria. "Standard Office Equipment"
shall mean all office equipment normally
found in an office facility but shall
not include "main frame" computer and
communication systems, telephone switches
and conference or training rooms (or items
similar thereto) which require
Additional Electric Equipment, as
hereinafter defined, or additional air
conditioning service or systems. In
determining Tenant's pro rata share for the
foregoing services for any period, the cost
for the foregoing services shall be
deemed for such period to be an amount
equal to the like expenses which Landlord
reasonably determines would normally be
incurred had the Building been fully
occupied throughout such period.
(2) NON-STANDARD USAGE; AFTER-HOURS. Tenant shall pay
the cost of supplying the Demised Premises
with the foregoing services at times
outside of Business Hours or in amounts in
excess of Building Standard
Consumption, at such rates as Landlord
shall specify from time to time to cover
all of the estimated costs and expenses
incurred by Landlord in connection with
supplying the Demised Premises with such
service, including without limitation
the costs of labor and utilities associated
with such service and including
applicable sales or use taxes thereon, such
amounts to be paid by Tenant within
thirty (30) days after submission by
Landlord of a statement to Tenant setting
forth the amount due. With respect to heat,
ventilation and air conditioning
required by Tenant outside of Business
Hours, Tenant shall notify Landlord by
12:00 noon on the day such after-hours use
is desired, except if such use is
desired for a weekend, in which event
Tenant shall notify Landlord no later than
12:00 noon on the Friday immediately
preceding such weekend.
(3)
SUPPLEMENTAL HVAC EQUIPMENT. If Tenant requires air
conditioning in addition to the Building
Standard Consumption that is provided
by Landlord as set forth above (e.g., due
to above-standard densities of
personnel or heat generating equipment,
including, but not limited to, computer,
communications, or telephone switching
equipment,
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<PAGE>
whether due to energy consumption,
configuration, concentration, location or
otherwise, or for conference or training
facilities, or for other similar or
dissimilar items, uses or requirements of
Tenant), Tenant may, or upon
Landlord's written request shall, arrange
for the installation of a separate air
conditioning unit, subject to Landlord's
prior written approval and satisfaction
of the other provisions regarding Tenant
improvements or alterations set forth
in this Lease. Tenant shall be responsible
for the cost and installation of such
unit for its intended purpose, and for the
maintenance, repair, replacement,
operation and utilities (including
electricity, and, as applicable, gas, steam,
water and sewer) of the same and for any
additional sub-meter needed to account
for the electricity and any other utilities
utilized to operate such unit. If
Landlord, in its sole discretion, permits
Tenant to attach a separate
air-conditioning unit to the cooling tower,
Tenant shall pay for the condenser
water made available to such unit from the
cooling tower (whether or not
actually used) in connection with any such
supplemental air conditioning, at
such rates as Landlord shall establish from
time to time, such amounts to be
paid by Tenant within thirty (30) days
after submission by Landlord of a
statement to Tenant setting forth the
amount due. The cost of supplying
electricity for supplemental heat,
ventilation and air conditioning equipment
for the Demised Premises may be reflected
in Tenant's electric bill as described
in Paragraph 5(C) below.
(B) HVAC SYSTEM INADEQUACY. Landlord shall not be responsible
for any failure or inadequacy of the
Building's HVAC system if such failure or
inadequacy results from the occupancy of
the Demised Premises by persons in
excess of the density anticipated or for
which the system was designed, or if
Tenant uses the Demised Premises in a
manner for which it was not designed, or
if Tenant installs or operates machines,
appliances or equipment (whether due to
energy consumption, configuration,
concentration, location or otherwise), which
exceed the maximum wattage per square foot
contemplated by, or generate more
heat than anticipated in, the design of the
Building's HVAC system.
(C) Tenant shall pay for all electricity consumed in the
Demised Premises (including electricity for
outlets, general lighting, any
supplemental HVAC equipment as described
below, any Additional Electric
Equipment as described in Paragraph 5(E),
and any special lighting equipment
serving the Demised Premises), as
follows:
(1) Tenant shall pay such rates as Landlord is charged
by the electric provider(s).
(2) For areas of the Demised Premises now or hereafter
separately-metered, Tenant shall pay for
amounts of electricity based on such
meters, and any meter-reading charges
incurred by Landlord, or which Landlord
may reasonably establish from time to time.
For areas of the Demised Premises
not separately metered, Tenant shall pay
for amounts of electricity based on the
reasonable estimates of Landlord's
engineer, or at either party's request,
Landlord shall install (at the cost of the
requesting party) separate meters,
and Tenant shall thereafter pay based on
such meters. In the alternative, for
areas of the Demised Premises not
separately metered, but metered together with
other space in the Building, Landlord may
from time to time elect to allocate
the electricity charges between the Demised
Premises and such other space based
on the ratio of the rentable area of the
Demised Premises and the rentable area
of such other space; provided, if such
other space is not fully occupied during
any billing period, Landlord may make an
adjustment in the foregoing computation
such that only the
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<PAGE>
average rentable square footage of such
other space actually occupied during
such billing period is used.
(3) All such charges shall be payable as additional Rent
within thirty (30) days after such billing.
Landlord may reasonably estimate
Tenant's electricity charges in advance, on
a monthly basis, and bill and
reconcile such amounts periodically (with
Landlord to provide any necessary
credit or refund and Tenant to pay any
additional amount due).
(4) HOT WATER. Landlord shall provide (i) hot water to
reheat coils and perimeter units in the
Demised Premises and (ii) hot water and
steam for kitchen use at rates and
temperatures as Tenant reasonably requires,
but in no event to exceed design
conditions.
(5) Tenant acknowledges that the Center has one central
plant (the "Central Plant") which provides
chilled water to service the Research
Building and the Other Center Buildings.
All costs to operate the Central Plant
will be allocated among the Research
Building and Other Center Buildings on the
basis of actual usage of chilled water as
metered by Landlord.
(D) STEAM CENTRAL PLANT. Landlord's costs for gas and fuel oil
used in the generation of steam and hot
water in the Central Plant will be
allocated to the Research Building and to
the Other Center Buildings on the
basis of actual usage of steam as metered
by Landlord.
(E) ADDITIONAL ELECTRICAL EQUIPMENT. Tenant will not install
or use electrically-operated equipment in
excess of the design capacity of the
Demised Premises (as established by
Landlord if not so set forth) and Tenant
will not install or operate in the Demised
Premises any electrically-operated
equipment or machinery other than that
commonly used in a normal operation
without first obtaining the prior written
consent of the Landlord. Landlord may
reasonably condition any consent required
under this Paragraph 5 (E) upon the
installation of separate meters (and
transformers or electrical panels) for such
equipment or machinery at Tenant's expense
and the payment by Tenant of
additional rent as compensation for the
additional consumption of electricity
occasioned by the operation of such
additional equipment or machinery, at the
rates and in the manner set forth in
Paragraph 5(C) above. Tenant shall replace,
at its sole cost, all light bulbs and
tubes, and ballasts within the Demised
Premises.
(F) REGULATORY COMPLIANCE. The furnishing of the foregoing
heating, ventilation, air conditioning and
electricity services shall be subject
to any statute, ordinance, rule,
regulation, resolution or recommendation for
energy conservation which may be
promulgated by any governmental agency or
organization which Landlord shall be
required to comply with or which Landlord
determines in good faith to comply
with.
5.2. WATER AND SEWER. Landlord shall furnish the Building with
water
(i) for drinking, lavatory, toilet and
sanitary sewer purposes drawn through
fixtures installed by Landlord, (ii)
necessary for the operation of the
Building's fire safety devices, (iii) by
the Building's HVAC system, necessary
for the operation of such system and (iv)
for kitchen
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<PAGE>
purposes. The cost of usage of such
services attributable to the Demised
Premises shall be paid for by Tenant
pursuant to a statement furnished by
Landlord to Tenant setting forth the amount
due as a result of such usage
reasonably attributable to the Demised
Premises, and the total amount set forth
in such statement shall be due and payable
by Tenant within thirty (30) days
after submission thereto by Landlord of
such statement. Landlord agrees to
conduct a water conservation study when the
Building is substantially occupied
and to use the findings of the study as a
basis of allocating costs of water and
sewer until such time as a follow up study
is reasonably warranted.
5.3. PAYMENT FOR SERVICES. Landlord and Tenant acknowledge to
the
extent practicable and known exactly, all
the services will be accounted for and
attributed between the Research Building
and for the Other Center Buildings. To
the extent allocations of a service in
accordance with the foregoing sentence is
not practicable and known exactly,
allocations will be made between and among
the Research Building and the Other Center
Buildings proportionately among all
thereof based upon the (i) respective
square footage of each, or (ii) equally
among all thereof, (iii) or based on usage
and hours of operation, (iv) or in
such other proportions as may reasonably be
determined by Landlord in the
exercise of prudent management practices
that would result in a more accurate
allocation. In the event a cost was
inadvertently excluded such cost shall be
allocated in the manner set forth above
within a reasonable time from discovery.
5.4. ACCESS. Tenant and its employees and agents shall have
access
to the Demised Premises at all times,
subject to compliance with such security
measures as shall be in effect for the
Building.
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<PAGE>
5.5. JANITORIAL. Landlord shall provide janitorial service to
the
common areas of the Building as specified
on Exhibit "D" annexed hereto, subject
to change. Tenant shall participate and
comply with any recycling or similar
program which may be promulgated by any
authorities with which Landlord shall be
required to comply or with which Landlord
determines in good faith to comply.
Tenant shall arrange for and provide
janitorial services for the Demised
Premises, subject to the following
conditions: (i) Tenant's janitorial services
provider ("Tenant's Janitor") shall be
subject to Landlord's reasonable prior
approval, (ii) the level and quality of
such janitorial services shall be equal
to or greater than the level and quality of
janitorial services provided by
Landlord to other tenant spaces in the
Building or to such level as Landlord
would have provided, (iii) Tenant provides
such other information as may be
reasonably requested by Landlord in order
for Landlord to determine whether to
approve Tenant's Janitor, (iv) Tenants'
Janitor shall be subject to the terms
and conditions imposed on Tenant's
contractors under Exhibit "F" attached
hereto, and shall agree in writing to be
bound by the rules and regulations of
the Building, and (v) Tenant shall comply
with all Governmental Requirements in
removing and disposing of all trash and
waste generated in the Demised Premises.
Landlord shall have no obligation to
provide janitorial services within the
Demised Premises. In the event that Tenant
fails to provide janitorial services
to the Demised Premises at the
aforementioned level and quality, as determined
by Landlord, and such failure continues for
more than thirty (30) days after
written notice from Landlord (provided
however, that Landlord shall not be
required to give any such notice more than
once during any twelve (12) month
period) then Landlord may resume providing
janitorial services to the Demised
Premises, and in which event Landlord shall
furnish to Tenant a statement
setting forth the amount due for the
janitorial services, and the total amount
set forth in such statement shall be due
and payable by Tenant monthly, in
arrears.
5.6. SECURITY. Landlord provides a security card or code type
access
system at the main entrance to the Building
for Tenant's convenience. Tenant and
Tenant's employees, as well as other
tenants of the Building, will have access
to the Building using such access system.
Tenant, its employees and invitees
shall close and secure the entrances to the
Building upon entering and exiting
the Building. Landlord makes no
representation that the access system or any
future system employed at the Building to
monitor access to the Building will
prevent unauthorized access to the Building
or the Demised Premises, and Tenant
acknowledges that no security guards are
provided by Landlord. Accordingly,
Tenant agrees that Tenant shall be
responsible for security of the Demised
Premises and the security and safety of
Tenant's employees, invitees, officers,
directors, contractors, subcontractors and
agents. In furtherance of the
foregoing, Landlord assumes no liability or
responsibility for Tenant's personal
property whether such are located in the
Demised Premises or elsewhere in the
Building or the Center. Tenant further
acknowledges that Landlord may (but shall
have no obligation to) alter current
security measures in the Building, and
Tenant agrees that it shall cooperate
fully, and shall cause its employees and
invitees to cooperate fully, with any
requests of Landlord in connection with
the implementation of any new security
procedures or other arrangements. Subject
to Landlord's approval of the system,
Tenant may (at its sole cost and expense)
install a security/access system ("Security
System") in the Demised Premises.
Tenant shall provide Landlord with the card
keys to the Security System to allow
Landlord access to the Demised Premises.
Landlord may require that Tenant remove
the Security System prior to expiration or
termination of the Lease and restore
the Demised Premises to the condition
existing on the Commencement Date of this
Lease, all at Tenant's sole cost and
expense. The Security System shall not
interfere with or otherwise affect the
electrical, mechanical, structural, life
safety or other building systems of the
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<PAGE>
Building and/or the ordinary operation of
the Building. The provisions of this
Paragraph shall survive the expiration or
termination of this Lease.
5.7. REPAIRS. Landlord shall make (i) all structural repairs to
the
Building and (ii) all repairs to the
exterior windows and glass and all repairs
to the common areas of the Building. In the
event that any repair is required by
reason of the negligence or abuse of Tenant
or its agents, employees, invitees
or of any other person using the Demised
Premises with Tenant's consent, express
or implied, Landlord may make such repair
and add the cost thereof to the first
installment of rent which will thereafter
become due, unless Landlord shall have
actually recovered such cost through
insurance proceeds. Landlord shall not
otherwise be responsible to make any
repairs to the Demised Premises.
5.8. SYSTEM CHANGES. Tenant shall not install any equipment of
any
kind or nature whatsoever which would or
might necessitate any changes,
replacement or additions to the water,
plumbing, heating, air conditioning or
the electrical systems servicing the
Demised Premises or any other portion of
the Building; nor install any plumbing
fixtures in the Demised Premises; nor use
in excess of normal use any of the
utilities, the common areas of the Building,
the janitorial or trash removal services,
or any other services or portions of
the Building without the prior written
consent of the Landlord, and in the event
such consent is granted, the cost of any
such installation, replacements,
changes, additions or excessive use shall
be paid for by Tenant within thirty
(30) day upon being billed therefor in the
case of charges in excessive use.
5.9. DIRECTORY. Landlord shall install and maintain a directory
of
tenants in the lobby area of the Building,
on which shall be listed the name of
Tenant.
5.10. OVERHEAD FEE. Notwithstanding anything to the contrary
contained in this Paragraph 5, Landlord
reserves the right to impose a
reasonable administrative overhead charge
whenever Landlord provides or
arranges, upon Tenant's request, for
additional or above standard services, not
to exceed fifteen percent (15%) of such
charge(s).
5.11. LIMITATION
REGARDING SERVICES. It is understood that Landlord
does not warrant that any of the services
referred to in this Paragraph 5 will
be free from interruption from causes
beyond the control of Landlord. Landlord
reserves the right, without any liability
to Tenant, and without being in breach
of any covenant of this Lease, to interrupt
or suspend service of any of the
heating, ventilating, air-conditioning,
electric, sanitary, elevator or other
Building systems serving the Demised
Premises, or the providing of any of the
other services required of Landlord under
this Lease, whenever and for so long
as may be necessary by reason of accidents,
emergencies, strikes or the making
of repairs or changes which Landlord is
required by this Lease or by law to make
or in Landlord's commercially reasonable
judgment deems advisable, or by reason
of difficulty in securing proper supplies
of fuel, steam, water, electricity,
gas, labor or supplies, or by reason of any
other cause beyond Landlord's
reasonable control, including without
limitation, mechanical failure and
governmental restrictions on the use of
materials or the use of any of the
Building systems. In each instance,
however, Landlord shall exercise
commercially reasonable diligence to
eliminate the cause of interruption and to
effect restoration of service, and shall
give Tenant reasonable notice, when
practicable, of the commencement and
anticipated duration of such interruption.
Tenant shall not be entitled to any
diminution or abatement of rent or other
compensation nor shall this Lease or any of
the
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<PAGE>
obligations of the Tenant be affected or
reduced by reason of the interruption,
stoppage or suspension of any of the
Building systems or services arising out of
the causes set forth in this Paragraph.
5.12. Intentionally Omitted.
6. CARE OF
DEMISED PREMISES. Tenant agrees, on behalf of itself, its
employees and agents, that during the term
of this Lease, Tenant shall comply
with the covenants and conditions set forth
in this Paragraph 6.
6.1. INSURANCE AND GOVERNMENTAL REQUIREMENTS. At all times
during
the term of this Lease and any extension or
renewal hereof, Tenant, at its cost,
shall comply with, and shall promptly
correct any violations of, (i) all
requirements of any insurance underwriters,
or (ii) any Governmental
Requirements relating to Tenant's use and
occupancy of the Demised Premises.
Tenant shall indemnify, defend and hold
Landlord harmless from and against any
and all loss, damages, claims of third
parties, cost of correction, expenses
(including reasonable attorney's fees and
cost of suit or administrative
proceedings) or fines arising out of or in
connection with Tenant's failure to
comply with Governmental Requirements. The
provisions of this Paragraph 6.1
shall survive the expiration o
