Preview
SOM-L-000540-24 04/30/2024 4:01:24 PM Pg1of103 Trans ID: LCV20241097917
ANSELL GRIMM & AARON, P.C.
Anthony J. D’Artiglio, Esq. (117682014)
365 Rifle Camp Road
Woodland Park, New Jersey 07424
(973) 247-9000
adartiglio@ansell. law
Attorneys for Landlord
SUPERIOR COURT OF NEW JERSEY
SREIT MIDDLEBROOK LLC, a Delaware SOMERSET COUNTY - LAW DIVISION
limited liability company, DOCKET NO.: SOM-L-
Plaintiff, Civil Action
vs.
COMPLAINT
PJ DISTRIBUTORS LLC, a New Jersey
limited liability company,
Defendant.
COMPLAINT FOR BREACH OF LEASE
Plaintiff SREIT MIDDLEBROOK LLC (“Landlord”), by its attorneys, Ansell Grimm &
Aaron, P.C., and for its Complaint for Breach of Lease against defendant PJ DISTRIBUTORS
LLC (“Tenant”) complains as follows:
PARTIES, JURISDICTION, AND VENUE,
i Landlord is the owner of the shopping center building in the industrial center known
as Middlebrook Crossroads (the “Industrial Center”) in Bridgewater, New Jersey.
2. Tenant is a New Jersey limited liability company with a principal place of business
at 53 Knightsbridge Road, Piscataway, New Jersey 08854.
3 This Court has jurisdiction over Tenant because Tenant is formed under the laws
of New Jersey or because Tenant transacted business in New Jersey, and this matter arises from
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that transaction of business, and it made or performed a contract or promise substantially connected
to New Jersey, and this matter arises from that contract or promise.
4 Venue is proper in this Court because Somerset County is the county in which the
transaction or some part thereof occurred out of which these causes of action arose.
BACKGROUND
A The Lease
5 Landlord, as lessor, and Tenant, as lessee, are parties to a certain non-residential lease
dated July 22, 2020 (together with any amendments or addenda thereto, the “Lease”)! for a certain
portion of the Industrial Center commonly known as and located at 4 Easy Street, Bridgewater,
New Jersey (the “Premises”), A true and correct copy of the Lease is attached hereto as Exhibit
6. Pursuant to Section 1.3 of the Lease, the Expiration Date of the Term was July 21,
2023,
7 Pursuant to the Second Amendment to the Lease dated October 14, 2023 (“Second
Amendment”), the Expiration Date and the Term of the Lease were extended to December 31,
2023, and Tenant acknowledged and agreed that it had no right or option under the Lease to renew
or extend the Term of the Lease.
8 Pursuant to Section 16.9 of the Lease, Tenant has no right to retain possession of
the Premises after the Expiration Date (i.c. December 31, 2023). Further pursuant to that Section,
if Tenant holds over after the Expiration Date, “(a) the Base Rent payable shall be increased to
150% of the Base Rent applicable during the month immediately preceding such expiration or
1 Except as otherwise defined herein, all capitalized terms shall have the meanings ascribed
to them in the Lease.
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earlier termination; (b) if Landlord consents to Tenant’s hold over, then Tenant shall be deemed a
month-to-month Tenant and Tenant’s right to possession shall terminate on 30 days’ notice from
Landlord . . . and (c) all other terms and conditions of this Lease shall continue to apply.”
9 Pursuant to Section 13.3 of the Lease, “if any installment of Rent or other sum due
from ‘Tenant shall not be received by Landlord or Landlord’s designee within 4 days after such
amount shall be due, then, without any requirement for notice to Tenant, Tenant shall pay to
Landlord a late charge equal to 5% of such overdue amount.”
10. Pursuant to Section 16.2 of the Lease, “[a]ny monetary payment due Landlord
hereunder not received by Landlord within 10 days following the date on which it was due shall
bear interest from the date due at 12% per annum, but not exceeding the maximum rate allowed
by law in addition to the late charge provided for in Paragraph 13.3.”
1. Pursuant to Section 13.1 of the Lease, “failure to pay any installment of Base Rent,
Additional Rent, or any other monies due and payable hereunder, said failure continuing for a
period of 3 days after the same is due” is considered a Default.
12, Pursuant to Section 16.13 of the Lease, “Landlord shall be entitled to reasonable
attorneys’ fees, costs, and expenses incurred in the preparation and service of notices of Default
and/or breach of this Lease ...”
B Termination of the Lease
13. Landlord consented to Tenant’s occupancy of the Premises after the Expiration
Date, such that Tenant was deemed a month-to-month tenant.
14, Asa result, Tenant was required to pay Base Rent in an amount equal to 150% of
the Base Rent accruing during the last month of the Term plus all other amounts accruing under
the Lease during the holdover period.
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15. Tenant vacated the Premises on February 4, 2024,
16. Tenant’s counsel sent Landlord a letter dated February 8, 2024 (the “Tenant’s
February Letter”) confirming that Tenant surrendered the Premises to Landlord on February 4,
2024, disputing the Rent owed, and asserting that Tenant complied with the Move-out Standards
in the Lease. A true and correct copy of Tenant’s February Letter is attached hereto as Exhibit B.
17. Landlord’s counsel responded to Tenant’s February Letter on March 6, 2024
(together with exhibits thereto, the “Landlord’s March Letter”) and demanded payment of all
amounts due under the Lease. A true and correct copy of the Response Letter is attached hereto as
Exhibit C.
18. To date, Tenant has failed or refused to pay the amounts demanded to be pain the
Landlord’s March Letter.
19. As aresult, a Default has occurred under the Lease.
D The Move-Out Standards
20. Pursuant to Exhibit C of the Lease, “Tenant shall be liable to Landlord for all costs
and damages incurred by Landlord in removing, storing or selling such property, fixtures,
alterations or additions and in restoring the Premises to the condition required pursuant to the
Lease.”
21. Landlord advised Tenant in Landlord’s March Letter that Tenant has failed to
comply with the move out standard set forth in Exhibit C to the Lease and demanded payment in
the amount of $8,850.00 for repairs to the Premises. The cost of repairs to the Premises continue
to accrue.
22. To date, Tenant has failed to pay the costs incurred in repairing the Premises.
23. As aresult, a Default has occurred under the Lease.
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COUNT I— BREACH OF LEASE
24, Landlord re-alleges and incorporates all of the allegations of the preceding
paragraphs as though fully set forth herein,
25, The Lease is a valid and enforceable contract between Landiord and Tenant entered
into for good and valuable consideration.
26. Landlord has complied with or been excused from all of its obligations under and
conditions precedent to enforcing the Lease.
27, Tenant is in breach of the Lease as a result of its failure to pay (a) Base Rent and
other charges due under the Lease and Landlord’s costs incurred in repairing the Premises.
28, As a result of Tenant’s breach of the Lease, Landlord has incurred damages in an
amount equal to no less than (a) $122,083.71 for Base Rent and other charges due under the Lease,
(b) no less than $8,850.0, for Landlord’s costs incurred in repairing the Premises, and (c) all
reasonable expenses of attorneys’ fees, costs, and disbursements incurred by Landlord.
PRAYER FOR RELIEF
WHEREFORE, plaintiff SREIT MIDDLEBROOK. LLC prays for judgment in its favor
and against defendant PJ DISTRIBUTORS LLC for ali amounts due under the Lease, plus an
award of plaintiff SREIT MIDDLEBROOK LLC’s reasonably attorneys’ fees and costs, interest,
and any such other and further relief as the Court deems proper.
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Dated: Woodland Park, New Jersey ANSELL GRIMM & AARON, P.C.
April 30, 2024
» 3 hy
Anthony J. D’Artiglio, Esq.
Attorneys for Plaintiff
CERTIFICATION OF NO OTHER PARTIES/ACTIONS
I, Anthony D’Artiglio, Esq., attorney for Plaintiff in the within action, hereby certify that
to the best of my knowledge that the matter in controversy is not the subject of any other action
pending in any court or any arbitration proceeding, and no other action or arbitration proceeding
is contemplated. Further, I know of no other party who should be joined in this action.
2
Dated: Woodland Park, New Jersey
April 30, 2024 i at,
Anthony J. D’Artiglio, Esq.
RULE 1:38-7 CERTIFICATION
I certify that confidential personal identifiers have been redacted from documents now
submitted to the court, and will be redacted from all documents submitted in the future in
accordance with Rule 1:38-7(b).
Dated: Woodland Park, New Jersey
April 30, 2024 ne sy
Anthony J. D’ Artiglio, Esq.
DESIGNATION OF TRIAL COUNSEL
Pursuant to Rule 4:25-4, Anthony D’Artiglio, Esq., of Ansell Grimm & Aaron, P.C. is
hereby designated as trial counsel for the within matter.
Dated: Woodland Park, New Jersey
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April 30, 2024
fa Cerne
Se
Anthony J. D’Artiglio, Esq.
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EXHIBIT A
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3 TERRENO,
LEASE
by and between
TERRENO MIDDLEBROOK LLC
“LANDLORD”
and
PJ DISTRIBUTORS LLC
“TENANT”
Dated: JULY _22 , 2020
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LEASE
1 BASIC PROVISIONS ("BASIC PROVISIONS’).
1.4. Parties: This Lease (“Lease”) dated July 22 , 2020 is made by and between TERRENO
MIDDLEBROOK LLC, a Delaware limited liability company ("Landlord’), and PJ DISTRIBUTORS LLC., a
New Jersey limited liability company (“Tenant”) (collectively, the “Parties” or individually, a Party").
4.2. Premises: The premises (“Premises”), which are the subject of this Lease, are
approximately 16,800 rentable square feet of space as depicted on Exhibit A, located in the building
(collectively the “Building”) known as 4 Easy Street, which is located in the industrial center known as
Middiebrook Crossroad (the “Industrial Center’), which is located in Bridgewater, New Jersey.
The Premises does not include the roof of the Building or the air space above the Building, and Landlord
reserves the right to lease the roof of the Building and the air space above the Building to another tenant
or to install such equipment and/or fixtures as the Landlord may elect in its sole discretion. Tenant shail
have nonexclusive rights to the Common Areas (as defined in Paragraph 2.2 below) but shail not have
any rights to the roof, exterior walls, or utility raceways of the Building or to any other buildings in the
Industrial Center. The Industrial Center consists of the Premises, the Building, the Common Areas, the
land upon which they are located, and all other buildings and improvements within the boundaries of the
Industrial Center. Tenant shall be provided with use of the parking areas depicted on Exhibit A, but no
overnight truck or vehicle parking shall be allowed except in accordance with Applicable Requirements
{as defined herein).
1,3. Term: Thirty Six (36) months (‘Term’) commencing on August 1, 2020
(‘Commencement Date"). The Term shall expire on the date (the “Expiration Date’) that is the last day
of the thirty-sixth (36'") calendar month following the Commencement Date.
1.4. Base Rent: Tenant shall pay the applicable amount indicated in the following table,
plus, if applicable, sales, use or rental tax ("Base Rent”):
Period Monthly Rate
August 1, 2020 — July 31, 2021 $9,800.00
August 1, 2021 — July 31, 2022 $10,094.00
August 1, 2022 — July 31, 2023 $10,396.82
If the Commencement Date is a day other than the first day of a month, then the Base Rent and
Additional Rent shall be adjusted and Tenant shail pay the pro rata amount due based on the number of
days from the Commencement Date to the last day of that month.
1.5. Early Possession. Provided Tenant obtains the required Local Certificates as set forth in
Section 1.10 herein, Tenant may occupy the Premises for a two week period prior to the Commencement
Date for the purpose of installing office equipment and improvements ("Early Possession’). The
obligation to pay Rent shall be abated for the Early Possession period. All other terms of this Lease,
however, including, but not limited to, the obligations to carry the insurance required by Paragraph 8, shall
be in effect during the Early Possession period, Such Early Possession shall not change the Expiration
Date of the Original Term
1.6. Tenant's Share of Operating Expenses: Tenant's percentage share of the Operating
Expenses set forth in Paragraph 4.2 shall be as follows (Tenant's Share’):
(a) Industrial Center and Common Area 2.90%
(b) Building 53.85%
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41.7. Tenant's Estimated Monthly Rent Payment: Following is the estimated monthly Rent
payment to Landlord for the first year pursuant to the provisions of this Lease. This estimate is made at
the inception of the Lease and is subject to adjustment pursuant to the provisions of this Lease:
(a) Base Rent (Paragraphs 1.4 and 4.1) $9,800.00
(b) Operating Expenses (Paragraphs 1.5 and 4.2) $3,570.00
Estimated Monthly Payment $13,370.00
1.8. Security Deposit: $20,792.00
1.9. Payment on Execution of Lease. Upon execution of this Lease, Tenant shall pay to
Landlord the first monthly payment of Base Rent and the first estimated monthly payment of Operating
Expenses. The amount payable to Landlord is $34,162.00.
1.40. Permitted Use ("Permitted Use”): Warehousing and distribution and related office use,
but only to the extent permitted by the Township of Bridgewater and all agencies and governmental
authorities having jurisdiction thereof. Tenant shall, at its own cost and expense, obtain a Certificate of
Occupancy, Certificate of Continued Occupancy, of such other certificates, license, permit or approval
required pursuant to Applicable Requirements (collectively the “Local Certificates”). Tenant represents
and warrants to Landlord that Tenant’s North American Industrial Classification System ("NAICS")
number as defined by the most recent edition of the NAICS Manual published by the Federal Executive
Office of the President, Office of Management and Budget is: 454111. Tenant shall not change its use of
the Premises to a use that is not a permitted use under Applicable Requirements or that is designated as
an Industrial Establishment subject to the Industrial Site Recovery Act (“ISRA’) unless Tenant obtains
Landlord's prior written consent, not to be unreasonably withheld.
1.44. Guarantor: N/A.
1.12. Addenda: Attached hereto are the following Addenda, all of which constitute a part of this
Lease:
(a) Addendum 1 Landiord's Remedies in the Event of Tenant Default
(by Addendum 2 Tenant Improvement Addendum
(c) Addendum 3: Option to Extend Addendum
(¢) Addendum 4) Addendum of Additional Provisions — New Jersey
1.13. Exhibits: Attached hereto are the following Exhibits, all of which constitute a part of this
Lease:
Exhibit A: Description of Premises.
Exhibit 8: Tenant Move-in and Lease Renewal Environmental Questionnaire
Exhibit C: Move-Out Standards
Exhibit D Rules and Regulations
Exhibit E ISRA Certification of Non-Applicability
1.14. Address for Rent Payments: All amounts payable by Tenant to Landiord shall, until
further notice from Landtord, be paid to Landlord at the following address: Terreno Middlebrook LLC, c/o
Jones Lang LaSalle, 700 Oakmont ane, 2° Floor, Westmont, Illinois 60559.
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2 PREMISES AND COMMON AREAS.
2.1. iting. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises upon all of the terms, covenants, and conditions set forth in this Lease. Any slatement of
square footage set forth in this Lease or that may have been used in calculating Base Rent and/or
Operating Expenses fs an approximation which Landlord and Tenant agree is reasonable, and the Base
Rent and Tenant's Share based thereon is not subject to revision whether or not the actual square
footage is more or less.
2.2. Common Areas - Definition. “Common Areas” are all areas and facilities outside the
Premises and within the exterior boundary line of the Industrial Center and interior utility raceways within
the Premises thal are provided and designated by the Landlord from time to time for the general
nonexclusive use of Landlord, Tenant, and other tenants of the Industrial Center and their respective
employees, suppliers, shippers, tenants, contractors, and invitees.
2.3. Common Areas - Tenant's Rights. Landlord hereby grants to Tenant, for the benefit of
Tenant and its employees, suppliers, shippers, contractors, customers, and invitees, during the term of
this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas
as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord under
the terms hereof or under the terms of any rules and regulations or covenants, conditions, and restrictions
governing the use of the Industrial Center.
24, Common Areas - Rules and Regulations. Landlord shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to establish, modify,
amend, and enforce reasonable Rules and Regulations with respect thereto in accordance with
Paragraph 16.19. so long as such Rules and Regulations do not materially interfere with Tenant's
operations.
2.5. Common Area Changes. Landlord shall have the right, in Landlord's sole discretion, from
time to time, upon reasonable notice:
(a) At Landlord's sole expense, to make changes to the Common Areas,
including, without limitation, changes in the locations, size, shape, and number of driveways, entrances,
parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic,
landscaped areas, walkways, and utilily raceways;
(by To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;
(c) To add additional buildings and improvements to the Common Areas;
ad Yo use the Common Areas while engaged in making additional
improvements, repairs, or alterations to the Industrial Center, or any portion thereof, and
(e) To do and perform such other acts and make such other changes in, to,
or with respect to the Common Areas and Industrial Center as Landiord may, in the exercise of sound
business judgment, deem to be appropriate.
3. TERM.
3.1. Term. The Commencement Date, Expiration Date, and Term of this Lease are as
specified in Paragraph 1.3.
4 RENT.
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4A. Base Rent and Additional Rent. Tenant shall pay to Landlord Base Rent plus all other
monetary obligations of Tenant to Landlord under the terms of this Lease (such other monetary
obligations are herein referred to as “Additional Rent’) in lawful money of the United States, without
abatement, offset or deduction, in advance on or before the first day of each month. Base Rent and
Additional Rent for any period during the term hereof which is for less than one full month shall be
prorated based upon the actual number of days of the month involved. Payment of Base Rent and
Additional Rent shail be made to Landlord at its address stated herein or to such other persons or at such
other addresses as Landlord may from time to time designate in writing to Tenant. Base Rent and
Additional Rent are collectively referred to as “Rent.” All monetary obligations of Tenant to Landlord
under the terms of this Lease are deemed to be Rent. The total Rent reserved under this Lease equals
all Base Rent and Additional Rent due hereunder or otherwise pursuant to this Lease.
4.2. Operating Expenses. Tenant shall pay to Landlord on the first day of each month during
the term hereof, in addition to the Base Rent, Tenant's Share of all Operating Expenses in accordance
with the following provisions:
(a) “Operating Expenses” are all costs incurred by Landiord relating to the
ownership, operation, maintenance, repair and replacement of the Industrial Center, Building, and
Premises including, but not limited to, the following:
Q Expenses relating fo the ownership, operation, repair,
maintenance, and replacement of the Common Areas in a neat, clean, good order, and condition,
including, but not limited to, parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways, rail spurs, landscaped areas, striping, bumpers, irrigation
systems, drainage systems, lighting facilities, fences and gates, exterior signs, and tenant directories.
(ii) Water, gas, electricity, telephone, and other utilities servicing the
Common Areas or not paid for directly by other tenants of the Industrial Center.
(iil) Trash disposal (except within the Premises), janitorial services,
snow removal, property management, and security services.
(iv) Reserves set aside for maintenance, repair, and replacement of
the Common Areas and Building.
) Real Property Taxes.
(vi) Premiums for the insurance policies maintained by Landlord
under Paragraph 8 hereof including, but not limited to any environmental monitoring and insurance
programs.
(vil) Monthly amortization of capital improvements to the Common
Areas and the Building. The monthly amortization of any given capital improvement shall be the sum of
the (a) quotient obtained by dividing the cost of the capital improvement by one hundred twenty (120) plus
(b) an amount equal to the cost of the capital improvement times 1/12 of the lesser of 12% or the
maximum annual interest rate permitted by law.
(vill) Maintenance of the Building including, but not limited to, painting,
caulking, and repair and replacement of Building components, which includes, without limitation all parts
of the Building, further including, but not limited to, the roof membrane, elevators, and fire detection and
sprinkler systems, but excluding the roof structure, foundation and exterior walls only.
(ix) Heating, ventilating, and air conditioning systems ("HVAC").
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(x) if Tenant fails to maintain the Premises, any expense incurred by
Landlord for such maintenance.
b) Tenant's Share of Operating Expenses that are not specifically attributed
to the Building (‘Common Area Operating Expenses”) shall be that percentage shown in Paragraph
4.5(a).. Tenant's Share of Operating Expenses that are attributable to the Building ("Building Operating
Expenses”) shall be that percentage shown in Paragraph 1.5(b).
(c) The inclusion of the improvements, facilities, and services set forth in
Subparagraph 4.2(a) shall not impose any obligation upon Landlord either to have said improvements or
facilities or to provide those services. Tenant shall install its own phone and internet service.
a) Tenant shall pay monthly in advance, on the same day that the Base
Rent is due, Tenant's Share of estimated Operating Expenses in the amount set forth in Paragraph 1.6.
Landlord shall endeavor to deliver to Tenant within 90 days after the expiration of each calendar year a
reasonably detailed statement showing Tenant's Share of the actual Operating Expenses incurred during
the preceding year. If Tenant's estimated payments under this Paragraph 4.2(d) during the preceding
year exceed Tenant's Share as indicated on said statement, Tenant shall be credited the amount of such
overpayment against Tenant’s Share of Operating Expenses next becoming due. H Tenant's estimated
payments under this Paragraph 4.2(d) during said preceding year were less than Tenant's Share as
indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within 10 days
after delivery by Landlord to Tenant of said statement. At any time Landlord may adjust the amount of
the estimated Tenant's Share of Operating Expenses to reflect Landlord's estimate of such expenses for
the year. A failure by Landlord to deliver the statement within the above referenced 90 day period shall
not preclude Landlord from subsequently delivering to Tenant the statement, and/or subsequently
modifying the statement based on updated information, and thereafter billing Tenant for any deficiency.
5. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon Tenant's execution hereof the
Security Deposit set forth in Paragraph 1.7 as security for Tenant's faithful performance of Tenant's
obligations under this Lease. If Tenant fails to pay Base Rent or Additional Rent or otherwise defaults
under this Lease (as defined in Paragraph 13.1), Landlord may, in addition to all other rights and
remedies available to Landlord, use the Security Deposit for the payment of any amount due Landlord or
fo reimburse or compensate Landiord for any liability, cost, expense, loss, or damage (including, but not
limited to, attorneys’ fees) which Landlord may suffer or incur by reason thereof. Tenant shall on demand
pay Landlord the amount so used or applied so as to restore the Security Deposit to the amount set forth
in Paragraph 1.7, Landlord shall not be required to keep all or any part of the Security Deposit separate
from its general accounts. Landlord shall, after the expiration or earlier termination of the term hereof and
after Tenant has vacated the Premises, return to Tenant that portion of the Security Deposit not used or
applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to bear
interest, or to be prepayment for any monies to be paid by Tenant under this Lease. Notwithstanding
anything to the contrary, Tenant hereby specifically acknowledges and agrees that Landlord may hold
and apply the Security Deposit against future rent damages incurred by Landlord in the event of a default
by Tenant under this Lease and Tenant specifically waives the provisions of any statute which would
prevent Landlord from making such application.
6. USE.
6.1. Permitted Use. Tenant shall use and occupy the Premises only for the Permitted Use set
forth in Paragraph 1.8. Tenant shall not commit any nuisance, permit the emission of any objectionable
noise or odor, suffer any waste, make any use of the Premises which is contrary to any Applicable
Requirements, or which will invalidate or increase the premiums for any of Landlord's insurance. Tenant
shail not service, maintain, or repair vehicles on the Premises, Building, or Common Areas. Tenant shall
not store foods, pallets, drums, or any other materials outside the Premises. Prior to the Commencement
Date and any renewal of the Term, and more frequently upon request of Landlord, Tenant shall complete
and deliver to Landlord the Tenant Move-In and Lease Renewal Questionnaire in the form and containing
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the terms set forth on Exhibit B annexed. Tenant represents, warrants and covenants with Landlord that
the information contained therein is true, correct and complete.
6.2. Hazardous Substances.
a) Reportable Uses Require Consent. The term, "Hazardous Substance,”
as used in this Lease, shall mean any product, substance, chemical, material, or waste, whose presence,
naiure, quantity, intensity of existence, use, manufacture, disposal, transportation, spill, release,
generation, possession, storage, and/or effect, either by itself or in combination with other materials
expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare,
the environment, or the Industria Center, of which the Premises is a part; (ji) regulated or monitored by
any governmental authority and/or pursuant to any Applicable Requirements; or (ili) a basis for potential
liability of Landlord to any governmental agency or third party under any Applicable Requirements or
common law theory; and shall include, without limitation, radon, asbestos, polychlorinated biphenyls, urea
formaldehyde, petroleum products and petroleum based derivatives. Tenant shall not engage in any
activity in or about the Premises which constitutes a Reportable Use (as hereinafter defined) of
Hazardous Substances without the express prior written consent of Landlord which may be granted or
withheld in Landiord’s sole discretion and compliance in a timely manner (at Tenant's sole cost and
expense) with all Applicable Requirements (as defined in Paragraph 6.3). “Reportable Use” shall mean
(i) the installation or use of any above or below ground storage tank, (ji) the generation, possession,
storage, use, transportation, existence, manufacture, spill, release, discharge, or disposal of a Hazardous
Substance that requires a permit from, or with respect to which a report, notice, registration, or business
plan is required to be filed with, any governmental authority, and/or (iii) the presence in, on, under or
about the Premises of a Hazardous Substance with respect to which any Applicable Requirements
require that a notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Tenant may, without Landlord's prior consent, bul upon notice to Landiord
and in compliance with all Applicable Requirements, use any ordinary and customary materials
reasonably required to be used by Tenant in the normal course of the Permitted Use, so long as such use
is not a Reportable Use and does not expose the Industrial Center, of which the Premises is a part, or
neighboring properties to any risk of contamination or damage, or expose Landlord to any liability
therefor. In addition, and without limiting the foregoing, Landlord may (but without any obligation to do so)
condition its consent to any Reportable Use of any Hazardous Substance by Tenant upon Tenant's giving
Landlord such additional assurances and security as Landlord, in its reasonable discretion, deems
necessary {o protect itself, the public, the Industrial Center, of which the Premises is a part, and the
environment against damage, contamination, injury, and/or fiability therefor, including but not limited to
the installation (and, at Landlord's option, removal on or before Lease expiration or earlier termination) of
reasonably necessary protective modifications to the Premises (such as concrete encasements) and/or
the deposit of an additional Security Deposit.
(b) Duty to Inform Landlord. If Tenant knows, or has reasonable cause to
believe, that a Hazardous Substance is located in, under, on or about the Industrial Center, of which the
Premises is a part, Tenant shail immediately give Landlord written notice thereof, together with a copy of
any statement, report, notice, registration, application, permit, business plan, license, claim, action, or
proceeding given to, or received from, any governmental authority or private party concerning the
existence, use, manufacture, disposal, generation, possession, storage, presence, spill, release,
discharge of, or exposure to such Hazardous Substance.
(c) Indemnification. Without limiting any other indemnification provision in
this Lease, and in addition thereto, Tenant shall indemnify, protect, defend, and hold Landlord, Landiord’s
affiliates, Lenders, and the officers, directors, shareholders, partners, employees, managers, members,
independent contractors, attorneys, and agents of each of the foregoing (“Landlord Entities”) and the
Premises harmless from and against any and all damages, liabilities, losses, judgments, costs, claims,
liens, expenses, penalties, loss of permits, attorneys’, experts’ and consultants’ fees, the effects of any
contamination of or injury to person, property, or the environment, and the cost of investigation, removal,
remediation, restoration and/or abatement of any Hazardous Substance, foreseen and unforeseen,
arising out of or involving (i) any breach of the provisions of this Paragraph 6, and/or (ji) any Hazardous
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Substance generated, stored, used, transported to or from the Premises, manufactured, spilled, released,
discharged, disposed of, or allowed to exist, in, on, under, or about the Premises (including, without
limitation, through the plumbing or sanitary sewer system) by or for Tenant or by any of Tenant's
employees, agents, contractors, servants, visitors, guests, suppliers, subtenants, or invitees (such
employees, agents, contractors, servants, visitors, guests, suppliers, and invitees as herein collectively
referred to as “Tenant Entities”). Tenant’s obligations under this Paragraph 6.2(c) shall survive the
Expiration Date or earlier termination of this Lease.
6.3. Tenant's Compliance with Requirements. Without limiting the obligations provided for in
Paragraph 6.2 above, Tenant shall, at Tenant's sole cost and expense, fully, diligently, and in a timely
manner comply with all “Applicable Requirements,” which term is used in this Lease to mean all laws,
rules, regulations, codes, ordinances, directives, permits, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Landlord's engineers and/or
consultants, foreseen and unforeseen, now existing or hereinafter enacted, promulgated or established,
relating in any manner to the Premises, Tenant and/or Tenant's use of or operations at the Premises,
including but not limited to laws, rules, regulations, codes, ordinances, directives, permits, the
requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of
Landtord’s engineers and/or consultants pertaining to (a) industrial hygiene, (b) environmental conditions
on, in, under, or about the Premises, including, without limitation, soil and groundwater conditions, and/or
(c) the use, generation, manufacture, production, installation, maintenance, removal, transportation to or
from the Premises, storage, spill, discharge, disposal, existence or release of any Hazardous Substance.
Tenant shall, within § days after receipt of Landlord’s written request, provide Landiord with copies of all
documents and information evidencing Tenant's compliance with any Applicable Requirements, and shall
immediately upon receipt notify Landlord in writing (with copies of any documents involved) of any
threatened or actual claim, notice, citation, warning, complaint, or report pertaining to or involving failure
by Tenant or the Premises to comply with any Applicable Requirements as provided for herein.
6.4. Inspection: Compliance with Law. Landlord and the holders of any mortgages, deeds of
trust, or ground leases on the Premises (“Lenders”) shall have the right to enter the Premises at any time
in the case of an emergency, and otherwise at reasonable times, for the purpose of Inspecting the
condition of the Premises and for verifying compliance by Tenant with this Lease and all Applicable
Requirements, Landlord shall be entitled to employ experts and/or consultants in connection therewith to
advise Landlord with respect to Tenant's compliance with this Lease and Tenant's installation, operation,
use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. Tenant
shall upon request reimburse Landlord or Landlord’s Lender, as the case may be, for the costs and
expenses of such inspections.
7. MAINTENANCE, REPAIRS, TRADE FIXTURES AND ALTERATIONS.
7A, Tenant's__Obligations. Subject to the provisions of Paragraph 7.2 (Landlord's
Obligations), Paragraph 9 (Damage or Destruction), and Paragraph 14 (Condemnation), Tenant shall, at
Tenant’s sole cost and expense and at all times, keep the Premises and every part thereof in good order,
condition, repair and replacement (whether or not such portion of the Premises requiring repair or
replacement, or the means of repairing or replacing the same, are reasonably or readily accessible to
Tenant and whether or not the need for such repairs or replacements occurs as a result of Tenant's use,
any prior use, the elements, or the age of such portion of the Premises) including, without limiting the
generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing
within the Premises to the point of connection to services such as underground lines outside of the
Premises, heating, ventilating and air conditioning systems, electrical within the Premises to the point of
connection with service from outside of the Premises, lighting facilities, boilers, fired or unfired pressure
vessels, fire hose connectors if within the Premises, fire detection and sprinkler systems, fixtures, interior
walls, interior surfaces of exterlor walls, ceilings, floors, windows, doors, plate glass, and skylights, but
excluding any items which are the responsibility of Landlord pursuant to Paragraph 7.2 below. Tenant's
obligations shall include without limitation, restorations, replacements, or renewals when necessary to
keep the Premises and all improvements thereon or a part thereof in good order, condition, and state of
repair including, but not limited to a obtaining and maintaining, at Tenant's sole cost and expense,
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service contract ("HVAC Contract”), with a licensed HVAC contractor (‘HVAC Contractor’) approved by
Landlord in advance, providing for the maintenance, repair and replacement of the HVAC and providing
for at least quarterly maintenance of the HVAC by the HVAC Contractor. If Tenant fails to obtain or
maintain the HVAC Contract, fails to perform any maintenance, repairs and replacement suggested or
required by the HVAC Contractor, or fails to perform any of Tenant’s Obligations under this Paragraph
7.1, after five (5) days written notice from Landlord to Tenant, Landlord may, at Tenant's sole cost and
expense plus an administrative fee payable by Tenant to Landlord, as Rent, equal to fifteen percent
(15%) of such cost and expense, obtain and maintain the HVAC Contract, authorize or perform any
repairs, replacements or maintenance suggested or required by the HVAC Contractor, perform such
Tenant’s Obligations or authorize or perform any repairs, replacements or maintenance which would be
Tenant's obligations as deemed reasonably necessary by Landlord. Notwithstanding the foregoing,
Landlord represents to Tenant that the plumbing, electrical and HVAC systems in the Premises shall be in
good operating condition on the Commencement Date. Landlord shall be under no obligation to repair
any defect in the plumbing or HVAC systems in the Premises unless and until Tenant shall give Landlord
written notice of the existence of such defect within 30 days of the sooner of the Commencement Date or
the Tenant taking possession, and such defect was not the result of Tenant's actions or negligence or
Alterations of the Premises. After the expiration of such 30 day period, it shall be conclusively presumed
that the plumbing, electrical and HVAC systems in the Premises were in good operating condition unless
Tenant has notified Landlord to the contrary, in which event as to such of the foregoing as to which such
notice has been given, it shall be conclusively presumed that such item is in good operating condition
unless within 5 days after repair by Landlord, a further notice is given to Landlord by Tenant of a need for
further repair.
7.2. anglord’s Obligations. Subject to the provisions of Paragraph 6 (Use), Paragraph 7.1
(Tenant's Obligations), Paragraph 9 (Damage or Destruction), and Paragraph 14 (Condemnation),
Landlord, at its expense and subject to the reimbursement requirements of Paragraph 4.2, shall keep in
good order, condition, and repair the roof structure, foundation and exterior walls of the Building and utility
systems within the industrial Center located on the exterior of the Premises to the point of connection with
the system in the Premises, except to the extent that a repair or replacement was caused by the negligent
or intentional acts or omissions of Tenant or any Tenant Entities and Landlord is unable to collect on any
insurance coverage which would reimburse Landlord for such repair or replacement. Landlord, subject
to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition, and repair the Building
roof membrane and Common Areas, including the asphalt or concrete areas of the exterior of the
Premises. Any capital improvements undertaken by Landlord shall be reimbursed by Tenant as an
Operating Expense pursuant to a monthly amortization as set forth In Paragraph 4.2. Landlord shall not
have any obligation to perform any of the items referred to in this Paragraph 7.2 unti Landlord has
received notice from Tenant of the need for the service.
7.3, Alterations. Tenant shall not make nor cause to be made any alterations or installations
in, on, under, or about the Premises without Landlord’s prior written consent and in accordance with the
terms of Addendum 2.
7A, Surrender/Restoration. Tenant shall surrender the Premises by the Expiration Date or
any earlier termination date, clean and free of debris and in good operating order, condition, and state of
repair, ordinary wear and tear excepted and in accordance with the Move-Out Standards, Exhibit C to
this Lease. Without limiting the generality of the above, Tenant shall remove ail tenant improvements
designated by Landlord in Landlord’s sole discretion, personal property, trade fixtures, and floor bolts,
patch all floors, and cause all lights to be in good operating condition. Further, pursuant to Tenant's
maintenance, repair and replacement obligations under Section 7.1 of this Lease, and without limiting
Tenant's obligations thereunder or hereunder, on surrender of the Premises, the parking lot and all
asphalt or concrete areas of the exterior of the Premises set forth in Exhibit A shail be in good order and
condition, ordinary wear and tear excepted, with all damage resulting from Tenant's operations repaired,
and Tenant shall repair any damage to the Premises proximately caused by the removal of Tenant's
Property and Alterations. Without this section being deemed a consent, any of Tenant's Property which
remains in the Premises after the Expiration Date or any sooner termination of this Lease, or after the re-
entry and repossession of the Premises by Landlord, shall be deemed to be abandoned by Tenant and
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Landlord shall have the right to dispose of Tenant's Property in accordance with all applicable provisions
of any Applicable Requirements, including, without limitation, removing Tenant's Properly for trash and/or
having Tenant’s Property moved and stored elsewhere, at the risk and expense of Tenant. “Tenant’s
Property” shall include, without limitation, all furniture, fixtures, machinery (including, without limitation,
communication systems and computer systems), goods, supplies, product and other personally, as well
as all personally of ot
Preview
SOM-L-000540-24 04/30/2024 4:01:24 PM Pg1of103 Trans ID: LCV20241097917 ANSELL GRIMM & AARON, P.C. Anthony J. D’Artiglio, Esq. (117682014) 365 Rifle Camp Road Woodland Park, New Jersey 07424 (973) 247-9000 adartiglio@ansell. law Attorneys for Landlord SUPERIOR COURT OF NEW JERSEY SREIT MIDDLEBROOK LLC, a Delaware SOMERSET COUNTY - LAW DIVISION limited liability company, DOCKET NO.: SOM-L- Plaintiff, Civil Action vs. COMPLAINT PJ DISTRIBUTORS LLC, a New Jersey limited liability company, Defendant. COMPLAINT FOR BREACH OF LEASE Plaintiff SREIT MIDDLEBROOK LLC (“Landlord”), by its attorneys, Ansell Grimm & Aaron, P.C., and for its Complaint for Breach of Lease against defendant PJ DISTRIBUTORS LLC (“Tenant”) complains as follows: PARTIES, JURISDICTION, AND VENUE, i Landlord is the owner of the shopping center building in the industrial center known as Middlebrook Crossroads (the “Industrial Center”) in Bridgewater, New Jersey. 2. Tenant is a New Jersey limited liability company with a principal place of business at 53 Knightsbridge Road, Piscataway, New Jersey 08854. 3 This Court has jurisdiction over Tenant because Tenant is formed under the laws of New Jersey or because Tenant transacted business in New Jersey, and this matter arises from 94652932.2 SOM-L-000540-24 04/30/2024 4:01:24PM Pg2of103 Trans ID: LCV20241097917 that transaction of business, and it made or performed a contract or promise substantially connected to New Jersey, and this matter arises from that contract or promise. 4 Venue is proper in this Court because Somerset County is the county in which the transaction or some part thereof occurred out of which these causes of action arose. BACKGROUND A The Lease 5 Landlord, as lessor, and Tenant, as lessee, are parties to a certain non-residential lease dated July 22, 2020 (together with any amendments or addenda thereto, the “Lease”)! for a certain portion of the Industrial Center commonly known as and located at 4 Easy Street, Bridgewater, New Jersey (the “Premises”), A true and correct copy of the Lease is attached hereto as Exhibit 6. Pursuant to Section 1.3 of the Lease, the Expiration Date of the Term was July 21, 2023, 7 Pursuant to the Second Amendment to the Lease dated October 14, 2023 (“Second Amendment”), the Expiration Date and the Term of the Lease were extended to December 31, 2023, and Tenant acknowledged and agreed that it had no right or option under the Lease to renew or extend the Term of the Lease. 8 Pursuant to Section 16.9 of the Lease, Tenant has no right to retain possession of the Premises after the Expiration Date (i.c. December 31, 2023). Further pursuant to that Section, if Tenant holds over after the Expiration Date, “(a) the Base Rent payable shall be increased to 150% of the Base Rent applicable during the month immediately preceding such expiration or 1 Except as otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Lease. 94652932.2 SOM-L-000540-24 04/30/2024 4:01:24 PM Pg3o0f103 Trans ID: LCV20241097917 earlier termination; (b) if Landlord consents to Tenant’s hold over, then Tenant shall be deemed a month-to-month Tenant and Tenant’s right to possession shall terminate on 30 days’ notice from Landlord . . . and (c) all other terms and conditions of this Lease shall continue to apply.” 9 Pursuant to Section 13.3 of the Lease, “if any installment of Rent or other sum due from ‘Tenant shall not be received by Landlord or Landlord’s designee within 4 days after such amount shall be due, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to 5% of such overdue amount.” 10. Pursuant to Section 16.2 of the Lease, “[a]ny monetary payment due Landlord hereunder not received by Landlord within 10 days following the date on which it was due shall bear interest from the date due at 12% per annum, but not exceeding the maximum rate allowed by law in addition to the late charge provided for in Paragraph 13.3.” 1. Pursuant to Section 13.1 of the Lease, “failure to pay any installment of Base Rent, Additional Rent, or any other monies due and payable hereunder, said failure continuing for a period of 3 days after the same is due” is considered a Default. 12, Pursuant to Section 16.13 of the Lease, “Landlord shall be entitled to reasonable attorneys’ fees, costs, and expenses incurred in the preparation and service of notices of Default and/or breach of this Lease ...” B Termination of the Lease 13. Landlord consented to Tenant’s occupancy of the Premises after the Expiration Date, such that Tenant was deemed a month-to-month tenant. 14, Asa result, Tenant was required to pay Base Rent in an amount equal to 150% of the Base Rent accruing during the last month of the Term plus all other amounts accruing under the Lease during the holdover period. 94652932.2 SOM-L-000540-24 04/30/2024 4:01:24PM Pg4of103 Trans ID: LCV20241097917 15. Tenant vacated the Premises on February 4, 2024, 16. Tenant’s counsel sent Landlord a letter dated February 8, 2024 (the “Tenant’s February Letter”) confirming that Tenant surrendered the Premises to Landlord on February 4, 2024, disputing the Rent owed, and asserting that Tenant complied with the Move-out Standards in the Lease. A true and correct copy of Tenant’s February Letter is attached hereto as Exhibit B. 17. Landlord’s counsel responded to Tenant’s February Letter on March 6, 2024 (together with exhibits thereto, the “Landlord’s March Letter”) and demanded payment of all amounts due under the Lease. A true and correct copy of the Response Letter is attached hereto as Exhibit C. 18. To date, Tenant has failed or refused to pay the amounts demanded to be pain the Landlord’s March Letter. 19. As aresult, a Default has occurred under the Lease. D The Move-Out Standards 20. Pursuant to Exhibit C of the Lease, “Tenant shall be liable to Landlord for all costs and damages incurred by Landlord in removing, storing or selling such property, fixtures, alterations or additions and in restoring the Premises to the condition required pursuant to the Lease.” 21. Landlord advised Tenant in Landlord’s March Letter that Tenant has failed to comply with the move out standard set forth in Exhibit C to the Lease and demanded payment in the amount of $8,850.00 for repairs to the Premises. The cost of repairs to the Premises continue to accrue. 22. To date, Tenant has failed to pay the costs incurred in repairing the Premises. 23. As aresult, a Default has occurred under the Lease. 94652932.2 SOM-L-000540-24 04/30/2024 4:01:24PM Pg5of103 Trans ID: LCV20241097917 COUNT I— BREACH OF LEASE 24, Landlord re-alleges and incorporates all of the allegations of the preceding paragraphs as though fully set forth herein, 25, The Lease is a valid and enforceable contract between Landiord and Tenant entered into for good and valuable consideration. 26. Landlord has complied with or been excused from all of its obligations under and conditions precedent to enforcing the Lease. 27, Tenant is in breach of the Lease as a result of its failure to pay (a) Base Rent and other charges due under the Lease and Landlord’s costs incurred in repairing the Premises. 28, As a result of Tenant’s breach of the Lease, Landlord has incurred damages in an amount equal to no less than (a) $122,083.71 for Base Rent and other charges due under the Lease, (b) no less than $8,850.0, for Landlord’s costs incurred in repairing the Premises, and (c) all reasonable expenses of attorneys’ fees, costs, and disbursements incurred by Landlord. PRAYER FOR RELIEF WHEREFORE, plaintiff SREIT MIDDLEBROOK. LLC prays for judgment in its favor and against defendant PJ DISTRIBUTORS LLC for ali amounts due under the Lease, plus an award of plaintiff SREIT MIDDLEBROOK LLC’s reasonably attorneys’ fees and costs, interest, and any such other and further relief as the Court deems proper. 946529322 SOM-L-000540-24 04/30/2024 4:01:24PM Pg6of103 Trans ID: LCV20241097917 Dated: Woodland Park, New Jersey ANSELL GRIMM & AARON, P.C. April 30, 2024 » 3 hy Anthony J. D’Artiglio, Esq. Attorneys for Plaintiff CERTIFICATION OF NO OTHER PARTIES/ACTIONS I, Anthony D’Artiglio, Esq., attorney for Plaintiff in the within action, hereby certify that to the best of my knowledge that the matter in controversy is not the subject of any other action pending in any court or any arbitration proceeding, and no other action or arbitration proceeding is contemplated. Further, I know of no other party who should be joined in this action. 2 Dated: Woodland Park, New Jersey April 30, 2024 i at, Anthony J. D’Artiglio, Esq. RULE 1:38-7 CERTIFICATION I certify that confidential personal identifiers have been redacted from documents now submitted to the court, and will be redacted from all documents submitted in the future in accordance with Rule 1:38-7(b). Dated: Woodland Park, New Jersey April 30, 2024 ne sy Anthony J. D’ Artiglio, Esq. DESIGNATION OF TRIAL COUNSEL Pursuant to Rule 4:25-4, Anthony D’Artiglio, Esq., of Ansell Grimm & Aaron, P.C. is hereby designated as trial counsel for the within matter. Dated: Woodland Park, New Jersey 946529322 SOM-L-000540-24 04/30/2024 4:01:24PM Pg7of103 Trans ID: LCV20241097917 April 30, 2024 fa Cerne Se Anthony J. D’Artiglio, Esq. 94652932.2 SOM-L-000540-24 04/30/2024 4:01:24PM Pg8of103 Trans ID: LCV20241097917 EXHIBIT A SOM-L-000540-24 04/30/2024 4:01:24PM Pg9of103 Trans ID: LCV20241097917 3 TERRENO, LEASE by and between TERRENO MIDDLEBROOK LLC “LANDLORD” and PJ DISTRIBUTORS LLC “TENANT” Dated: JULY _22 , 2020 63204724 SOM-L-000540-24 04/30/2024 4:01:24PM Pg10o0f103 Trans ID: LCV20241097917 LEASE 1 BASIC PROVISIONS ("BASIC PROVISIONS’). 1.4. Parties: This Lease (“Lease”) dated July 22 , 2020 is made by and between TERRENO MIDDLEBROOK LLC, a Delaware limited liability company ("Landlord’), and PJ DISTRIBUTORS LLC., a New Jersey limited liability company (“Tenant”) (collectively, the “Parties” or individually, a Party"). 4.2. Premises: The premises (“Premises”), which are the subject of this Lease, are approximately 16,800 rentable square feet of space as depicted on Exhibit A, located in the building (collectively the “Building”) known as 4 Easy Street, which is located in the industrial center known as Middiebrook Crossroad (the “Industrial Center’), which is located in Bridgewater, New Jersey. The Premises does not include the roof of the Building or the air space above the Building, and Landlord reserves the right to lease the roof of the Building and the air space above the Building to another tenant or to install such equipment and/or fixtures as the Landlord may elect in its sole discretion. Tenant shail have nonexclusive rights to the Common Areas (as defined in Paragraph 2.2 below) but shail not have any rights to the roof, exterior walls, or utility raceways of the Building or to any other buildings in the Industrial Center. The Industrial Center consists of the Premises, the Building, the Common Areas, the land upon which they are located, and all other buildings and improvements within the boundaries of the Industrial Center. Tenant shall be provided with use of the parking areas depicted on Exhibit A, but no overnight truck or vehicle parking shall be allowed except in accordance with Applicable Requirements {as defined herein). 1,3. Term: Thirty Six (36) months (‘Term’) commencing on August 1, 2020 (‘Commencement Date"). The Term shall expire on the date (the “Expiration Date’) that is the last day of the thirty-sixth (36'") calendar month following the Commencement Date. 1.4. Base Rent: Tenant shall pay the applicable amount indicated in the following table, plus, if applicable, sales, use or rental tax ("Base Rent”): Period Monthly Rate August 1, 2020 — July 31, 2021 $9,800.00 August 1, 2021 — July 31, 2022 $10,094.00 August 1, 2022 — July 31, 2023 $10,396.82 If the Commencement Date is a day other than the first day of a month, then the Base Rent and Additional Rent shall be adjusted and Tenant shail pay the pro rata amount due based on the number of days from the Commencement Date to the last day of that month. 1.5. Early Possession. Provided Tenant obtains the required Local Certificates as set forth in Section 1.10 herein, Tenant may occupy the Premises for a two week period prior to the Commencement Date for the purpose of installing office equipment and improvements ("Early Possession’). The obligation to pay Rent shall be abated for the Early Possession period. All other terms of this Lease, however, including, but not limited to, the obligations to carry the insurance required by Paragraph 8, shall be in effect during the Early Possession period, Such Early Possession shall not change the Expiration Date of the Original Term 1.6. Tenant's Share of Operating Expenses: Tenant's percentage share of the Operating Expenses set forth in Paragraph 4.2 shall be as follows (Tenant's Share’): (a) Industrial Center and Common Area 2.90% (b) Building 53.85% 63204724 SOM-L-000540-24 04/30/2024 4:01:24PM Pg11of103 Trans ID: LCV20241097917 41.7. Tenant's Estimated Monthly Rent Payment: Following is the estimated monthly Rent payment to Landlord for the first year pursuant to the provisions of this Lease. This estimate is made at the inception of the Lease and is subject to adjustment pursuant to the provisions of this Lease: (a) Base Rent (Paragraphs 1.4 and 4.1) $9,800.00 (b) Operating Expenses (Paragraphs 1.5 and 4.2) $3,570.00 Estimated Monthly Payment $13,370.00 1.8. Security Deposit: $20,792.00 1.9. Payment on Execution of Lease. Upon execution of this Lease, Tenant shall pay to Landlord the first monthly payment of Base Rent and the first estimated monthly payment of Operating Expenses. The amount payable to Landlord is $34,162.00. 1.40. Permitted Use ("Permitted Use”): Warehousing and distribution and related office use, but only to the extent permitted by the Township of Bridgewater and all agencies and governmental authorities having jurisdiction thereof. Tenant shall, at its own cost and expense, obtain a Certificate of Occupancy, Certificate of Continued Occupancy, of such other certificates, license, permit or approval required pursuant to Applicable Requirements (collectively the “Local Certificates”). Tenant represents and warrants to Landlord that Tenant’s North American Industrial Classification System ("NAICS") number as defined by the most recent edition of the NAICS Manual published by the Federal Executive Office of the President, Office of Management and Budget is: 454111. Tenant shall not change its use of the Premises to a use that is not a permitted use under Applicable Requirements or that is designated as an Industrial Establishment subject to the Industrial Site Recovery Act (“ISRA’) unless Tenant obtains Landlord's prior written consent, not to be unreasonably withheld. 1.44. Guarantor: N/A. 1.12. Addenda: Attached hereto are the following Addenda, all of which constitute a part of this Lease: (a) Addendum 1 Landiord's Remedies in the Event of Tenant Default (by Addendum 2 Tenant Improvement Addendum (c) Addendum 3: Option to Extend Addendum (¢) Addendum 4) Addendum of Additional Provisions — New Jersey 1.13. Exhibits: Attached hereto are the following Exhibits, all of which constitute a part of this Lease: Exhibit A: Description of Premises. Exhibit 8: Tenant Move-in and Lease Renewal Environmental Questionnaire Exhibit C: Move-Out Standards Exhibit D Rules and Regulations Exhibit E ISRA Certification of Non-Applicability 1.14. Address for Rent Payments: All amounts payable by Tenant to Landiord shall, until further notice from Landtord, be paid to Landlord at the following address: Terreno Middlebrook LLC, c/o Jones Lang LaSalle, 700 Oakmont ane, 2° Floor, Westmont, Illinois 60559. 63204724 SOM-L-000540-24 04/30/2024 4:01:24PM Pg12o0f103 Trans ID: LCV20241097917 2 PREMISES AND COMMON AREAS. 2.1. iting. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises upon all of the terms, covenants, and conditions set forth in this Lease. Any slatement of square footage set forth in this Lease or that may have been used in calculating Base Rent and/or Operating Expenses fs an approximation which Landlord and Tenant agree is reasonable, and the Base Rent and Tenant's Share based thereon is not subject to revision whether or not the actual square footage is more or less. 2.2. Common Areas - Definition. “Common Areas” are all areas and facilities outside the Premises and within the exterior boundary line of the Industrial Center and interior utility raceways within the Premises thal are provided and designated by the Landlord from time to time for the general nonexclusive use of Landlord, Tenant, and other tenants of the Industrial Center and their respective employees, suppliers, shippers, tenants, contractors, and invitees. 2.3. Common Areas - Tenant's Rights. Landlord hereby grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, contractors, customers, and invitees, during the term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Landlord under the terms hereof or under the terms of any rules and regulations or covenants, conditions, and restrictions governing the use of the Industrial Center. 24, Common Areas - Rules and Regulations. Landlord shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend, and enforce reasonable Rules and Regulations with respect thereto in accordance with Paragraph 16.19. so long as such Rules and Regulations do not materially interfere with Tenant's operations. 2.5. Common Area Changes. Landlord shall have the right, in Landlord's sole discretion, from time to time, upon reasonable notice: (a) At Landlord's sole expense, to make changes to the Common Areas, including, without limitation, changes in the locations, size, shape, and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways, and utilily raceways; (by To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To add additional buildings and improvements to the Common Areas; ad Yo use the Common Areas while engaged in making additional improvements, repairs, or alterations to the Industrial Center, or any portion thereof, and (e) To do and perform such other acts and make such other changes in, to, or with respect to the Common Areas and Industrial Center as Landiord may, in the exercise of sound business judgment, deem to be appropriate. 3. TERM. 3.1. Term. The Commencement Date, Expiration Date, and Term of this Lease are as specified in Paragraph 1.3. 4 RENT. 6320472.4 SOM-L-000540-24 04/30/2024 4:01:24PM Pg130f103 Trans ID: LCV20241097917 4A. Base Rent and Additional Rent. Tenant shall pay to Landlord Base Rent plus all other monetary obligations of Tenant to Landlord under the terms of this Lease (such other monetary obligations are herein referred to as “Additional Rent’) in lawful money of the United States, without abatement, offset or deduction, in advance on or before the first day of each month. Base Rent and Additional Rent for any period during the term hereof which is for less than one full month shall be prorated based upon the actual number of days of the month involved. Payment of Base Rent and Additional Rent shail be made to Landlord at its address stated herein or to such other persons or at such other addresses as Landlord may from time to time designate in writing to Tenant. Base Rent and Additional Rent are collectively referred to as “Rent.” All monetary obligations of Tenant to Landlord under the terms of this Lease are deemed to be Rent. The total Rent reserved under this Lease equals all Base Rent and Additional Rent due hereunder or otherwise pursuant to this Lease. 4.2. Operating Expenses. Tenant shall pay to Landlord on the first day of each month during the term hereof, in addition to the Base Rent, Tenant's Share of all Operating Expenses in accordance with the following provisions: (a) “Operating Expenses” are all costs incurred by Landiord relating to the ownership, operation, maintenance, repair and replacement of the Industrial Center, Building, and Premises including, but not limited to, the following: Q Expenses relating fo the ownership, operation, repair, maintenance, and replacement of the Common Areas in a neat, clean, good order, and condition, including, but not limited to, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, rail spurs, landscaped areas, striping, bumpers, irrigation systems, drainage systems, lighting facilities, fences and gates, exterior signs, and tenant directories. (ii) Water, gas, electricity, telephone, and other utilities servicing the Common Areas or not paid for directly by other tenants of the Industrial Center. (iil) Trash disposal (except within the Premises), janitorial services, snow removal, property management, and security services. (iv) Reserves set aside for maintenance, repair, and replacement of the Common Areas and Building. ) Real Property Taxes. (vi) Premiums for the insurance policies maintained by Landlord under Paragraph 8 hereof including, but not limited to any environmental monitoring and insurance programs. (vil) Monthly amortization of capital improvements to the Common Areas and the Building. The monthly amortization of any given capital improvement shall be the sum of the (a) quotient obtained by dividing the cost of the capital improvement by one hundred twenty (120) plus (b) an amount equal to the cost of the capital improvement times 1/12 of the lesser of 12% or the maximum annual interest rate permitted by law. (vill) Maintenance of the Building including, but not limited to, painting, caulking, and repair and replacement of Building components, which includes, without limitation all parts of the Building, further including, but not limited to, the roof membrane, elevators, and fire detection and sprinkler systems, but excluding the roof structure, foundation and exterior walls only. (ix) Heating, ventilating, and air conditioning systems ("HVAC"). 6320472.4 SOM-L-000540-24 04/30/2024 4:01:24PM Pg 14o0f103 Trans ID: LCV20241097917 (x) if Tenant fails to maintain the Premises, any expense incurred by Landlord for such maintenance. b) Tenant's Share of Operating Expenses that are not specifically attributed to the Building (‘Common Area Operating Expenses”) shall be that percentage shown in Paragraph 4.5(a).. Tenant's Share of Operating Expenses that are attributable to the Building ("Building Operating Expenses”) shall be that percentage shown in Paragraph 1.5(b). (c) The inclusion of the improvements, facilities, and services set forth in Subparagraph 4.2(a) shall not impose any obligation upon Landlord either to have said improvements or facilities or to provide those services. Tenant shall install its own phone and internet service. a) Tenant shall pay monthly in advance, on the same day that the Base Rent is due, Tenant's Share of estimated Operating Expenses in the amount set forth in Paragraph 1.6. Landlord shall endeavor to deliver to Tenant within 90 days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Share of the actual Operating Expenses incurred during the preceding year. If Tenant's estimated payments under this Paragraph 4.2(d) during the preceding year exceed Tenant's Share as indicated on said statement, Tenant shall be credited the amount of such overpayment against Tenant’s Share of Operating Expenses next becoming due. H Tenant's estimated payments under this Paragraph 4.2(d) during said preceding year were less than Tenant's Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within 10 days after delivery by Landlord to Tenant of said statement. At any time Landlord may adjust the amount of the estimated Tenant's Share of Operating Expenses to reflect Landlord's estimate of such expenses for the year. A failure by Landlord to deliver the statement within the above referenced 90 day period shall not preclude Landlord from subsequently delivering to Tenant the statement, and/or subsequently modifying the statement based on updated information, and thereafter billing Tenant for any deficiency. 5. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon Tenant's execution hereof the Security Deposit set forth in Paragraph 1.7 as security for Tenant's faithful performance of Tenant's obligations under this Lease. If Tenant fails to pay Base Rent or Additional Rent or otherwise defaults under this Lease (as defined in Paragraph 13.1), Landlord may, in addition to all other rights and remedies available to Landlord, use the Security Deposit for the payment of any amount due Landlord or fo reimburse or compensate Landiord for any liability, cost, expense, loss, or damage (including, but not limited to, attorneys’ fees) which Landlord may suffer or incur by reason thereof. Tenant shall on demand pay Landlord the amount so used or applied so as to restore the Security Deposit to the amount set forth in Paragraph 1.7, Landlord shall not be required to keep all or any part of the Security Deposit separate from its general accounts. Landlord shall, after the expiration or earlier termination of the term hereof and after Tenant has vacated the Premises, return to Tenant that portion of the Security Deposit not used or applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to bear interest, or to be prepayment for any monies to be paid by Tenant under this Lease. Notwithstanding anything to the contrary, Tenant hereby specifically acknowledges and agrees that Landlord may hold and apply the Security Deposit against future rent damages incurred by Landlord in the event of a default by Tenant under this Lease and Tenant specifically waives the provisions of any statute which would prevent Landlord from making such application. 6. USE. 6.1. Permitted Use. Tenant shall use and occupy the Premises only for the Permitted Use set forth in Paragraph 1.8. Tenant shall not commit any nuisance, permit the emission of any objectionable noise or odor, suffer any waste, make any use of the Premises which is contrary to any Applicable Requirements, or which will invalidate or increase the premiums for any of Landlord's insurance. Tenant shail not service, maintain, or repair vehicles on the Premises, Building, or Common Areas. Tenant shall not store foods, pallets, drums, or any other materials outside the Premises. Prior to the Commencement Date and any renewal of the Term, and more frequently upon request of Landlord, Tenant shall complete and deliver to Landlord the Tenant Move-In and Lease Renewal Questionnaire in the form and containing 6320472.4 SOM-L-000540-24 04/30/2024 4:01:24PM Pg15o0f103 Trans ID: LCV20241097917 the terms set forth on Exhibit B annexed. Tenant represents, warrants and covenants with Landlord that the information contained therein is true, correct and complete. 6.2. Hazardous Substances. a) Reportable Uses Require Consent. The term, "Hazardous Substance,” as used in this Lease, shall mean any product, substance, chemical, material, or waste, whose presence, naiure, quantity, intensity of existence, use, manufacture, disposal, transportation, spill, release, generation, possession, storage, and/or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment, or the Industria Center, of which the Premises is a part; (ji) regulated or monitored by any governmental authority and/or pursuant to any Applicable Requirements; or (ili) a basis for potential liability of Landlord to any governmental agency or third party under any Applicable Requirements or common law theory; and shall include, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde, petroleum products and petroleum based derivatives. Tenant shall not engage in any activity in or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior written consent of Landlord which may be granted or withheld in Landiord’s sole discretion and compliance in a timely manner (at Tenant's sole cost and expense) with all Applicable Requirements (as defined in Paragraph 6.3). “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ji) the generation, possession, storage, use, transportation, existence, manufacture, spill, release, discharge, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration, or business plan is required to be filed with, any governmental authority, and/or (iii) the presence in, on, under or about the Premises of a Hazardous Substance with respect to which any Applicable Requirements require that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Tenant may, without Landlord's prior consent, bul upon notice to Landiord and in compliance with all Applicable Requirements, use any ordinary and customary materials reasonably required to be used by Tenant in the normal course of the Permitted Use, so long as such use is not a Reportable Use and does not expose the Industrial Center, of which the Premises is a part, or neighboring properties to any risk of contamination or damage, or expose Landlord to any liability therefor. In addition, and without limiting the foregoing, Landlord may (but without any obligation to do so) condition its consent to any Reportable Use of any Hazardous Substance by Tenant upon Tenant's giving Landlord such additional assurances and security as Landlord, in its reasonable discretion, deems necessary {o protect itself, the public, the Industrial Center, of which the Premises is a part, and the environment against damage, contamination, injury, and/or fiability therefor, including but not limited to the installation (and, at Landlord's option, removal on or before Lease expiration or earlier termination) of reasonably necessary protective modifications to the Premises (such as concrete encasements) and/or the deposit of an additional Security Deposit. (b) Duty to Inform Landlord. If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance is located in, under, on or about the Industrial Center, of which the Premises is a part, Tenant shail immediately give Landlord written notice thereof, together with a copy of any statement, report, notice, registration, application, permit, business plan, license, claim, action, or proceeding given to, or received from, any governmental authority or private party concerning the existence, use, manufacture, disposal, generation, possession, storage, presence, spill, release, discharge of, or exposure to such Hazardous Substance. (c) Indemnification. Without limiting any other indemnification provision in this Lease, and in addition thereto, Tenant shall indemnify, protect, defend, and hold Landlord, Landiord’s affiliates, Lenders, and the officers, directors, shareholders, partners, employees, managers, members, independent contractors, attorneys, and agents of each of the foregoing (“Landlord Entities”) and the Premises harmless from and against any and all damages, liabilities, losses, judgments, costs, claims, liens, expenses, penalties, loss of permits, attorneys’, experts’ and consultants’ fees, the effects of any contamination of or injury to person, property, or the environment, and the cost of investigation, removal, remediation, restoration and/or abatement of any Hazardous Substance, foreseen and unforeseen, arising out of or involving (i) any breach of the provisions of this Paragraph 6, and/or (ji) any Hazardous 6 63204724 SOM-L-000540-24 04/30/2024 4:01:24PM Pg16o0f103 Trans ID: LCV20241097917 Substance generated, stored, used, transported to or from the Premises, manufactured, spilled, released, discharged, disposed of, or allowed to exist, in, on, under, or about the Premises (including, without limitation, through the plumbing or sanitary sewer system) by or for Tenant or by any of Tenant's employees, agents, contractors, servants, visitors, guests, suppliers, subtenants, or invitees (such employees, agents, contractors, servants, visitors, guests, suppliers, and invitees as herein collectively referred to as “Tenant Entities”). Tenant’s obligations under this Paragraph 6.2(c) shall survive the Expiration Date or earlier termination of this Lease. 6.3. Tenant's Compliance with Requirements. Without limiting the obligations provided for in Paragraph 6.2 above, Tenant shall, at Tenant's sole cost and expense, fully, diligently, and in a timely manner comply with all “Applicable Requirements,” which term is used in this Lease to mean all laws, rules, regulations, codes, ordinances, directives, permits, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Landlord's engineers and/or consultants, foreseen and unforeseen, now existing or hereinafter enacted, promulgated or established, relating in any manner to the Premises, Tenant and/or Tenant's use of or operations at the Premises, including but not limited to laws, rules, regulations, codes, ordinances, directives, permits, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Landtord’s engineers and/or consultants pertaining to (a) industrial hygiene, (b) environmental conditions on, in, under, or about the Premises, including, without limitation, soil and groundwater conditions, and/or (c) the use, generation, manufacture, production, installation, maintenance, removal, transportation to or from the Premises, storage, spill, discharge, disposal, existence or release of any Hazardous Substance. Tenant shall, within § days after receipt of Landlord’s written request, provide Landiord with copies of all documents and information evidencing Tenant's compliance with any Applicable Requirements, and shall immediately upon receipt notify Landlord in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint, or report pertaining to or involving failure by Tenant or the Premises to comply with any Applicable Requirements as provided for herein. 6.4. Inspection: Compliance with Law. Landlord and the holders of any mortgages, deeds of trust, or ground leases on the Premises (“Lenders”) shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of Inspecting the condition of the Premises and for verifying compliance by Tenant with this Lease and all Applicable Requirements, Landlord shall be entitled to employ experts and/or consultants in connection therewith to advise Landlord with respect to Tenant's compliance with this Lease and Tenant's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. Tenant shall upon request reimburse Landlord or Landlord’s Lender, as the case may be, for the costs and expenses of such inspections. 7. MAINTENANCE, REPAIRS, TRADE FIXTURES AND ALTERATIONS. 7A, Tenant's__Obligations. Subject to the provisions of Paragraph 7.2 (Landlord's Obligations), Paragraph 9 (Damage or Destruction), and Paragraph 14 (Condemnation), Tenant shall, at Tenant’s sole cost and expense and at all times, keep the Premises and every part thereof in good order, condition, repair and replacement (whether or not such portion of the Premises requiring repair or replacement, or the means of repairing or replacing the same, are reasonably or readily accessible to Tenant and whether or not the need for such repairs or replacements occurs as a result of Tenant's use, any prior use, the elements, or the age of such portion of the Premises) including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing within the Premises to the point of connection to services such as underground lines outside of the Premises, heating, ventilating and air conditioning systems, electrical within the Premises to the point of connection with service from outside of the Premises, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connectors if within the Premises, fire detection and sprinkler systems, fixtures, interior walls, interior surfaces of exterlor walls, ceilings, floors, windows, doors, plate glass, and skylights, but excluding any items which are the responsibility of Landlord pursuant to Paragraph 7.2 below. Tenant's obligations shall include without limitation, restorations, replacements, or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition, and state of repair including, but not limited to a obtaining and maintaining, at Tenant's sole cost and expense, 7 6320472.4 SOM-L-000540-24 04/30/2024 4:01:24PM Pg17o0f103 Trans ID: LCV20241097917 service contract ("HVAC Contract”), with a licensed HVAC contractor (‘HVAC Contractor’) approved by Landlord in advance, providing for the maintenance, repair and replacement of the HVAC and providing for at least quarterly maintenance of the HVAC by the HVAC Contractor. If Tenant fails to obtain or maintain the HVAC Contract, fails to perform any maintenance, repairs and replacement suggested or required by the HVAC Contractor, or fails to perform any of Tenant’s Obligations under this Paragraph 7.1, after five (5) days written notice from Landlord to Tenant, Landlord may, at Tenant's sole cost and expense plus an administrative fee payable by Tenant to Landlord, as Rent, equal to fifteen percent (15%) of such cost and expense, obtain and maintain the HVAC Contract, authorize or perform any repairs, replacements or maintenance suggested or required by the HVAC Contractor, perform such Tenant’s Obligations or authorize or perform any repairs, replacements or maintenance which would be Tenant's obligations as deemed reasonably necessary by Landlord. Notwithstanding the foregoing, Landlord represents to Tenant that the plumbing, electrical and HVAC systems in the Premises shall be in good operating condition on the Commencement Date. Landlord shall be under no obligation to repair any defect in the plumbing or HVAC systems in the Premises unless and until Tenant shall give Landlord written notice of the existence of such defect within 30 days of the sooner of the Commencement Date or the Tenant taking possession, and such defect was not the result of Tenant's actions or negligence or Alterations of the Premises. After the expiration of such 30 day period, it shall be conclusively presumed that the plumbing, electrical and HVAC systems in the Premises were in good operating condition unless Tenant has notified Landlord to the contrary, in which event as to such of the foregoing as to which such notice has been given, it shall be conclusively presumed that such item is in good operating condition unless within 5 days after repair by Landlord, a further notice is given to Landlord by Tenant of a need for further repair. 7.2. anglord’s Obligations. Subject to the provisions of Paragraph 6 (Use), Paragraph 7.1 (Tenant's Obligations), Paragraph 9 (Damage or Destruction), and Paragraph 14 (Condemnation), Landlord, at its expense and subject to the reimbursement requirements of Paragraph 4.2, shall keep in good order, condition, and repair the roof structure, foundation and exterior walls of the Building and utility systems within the industrial Center located on the exterior of the Premises to the point of connection with the system in the Premises, except to the extent that a repair or replacement was caused by the negligent or intentional acts or omissions of Tenant or any Tenant Entities and Landlord is unable to collect on any insurance coverage which would reimburse Landlord for such repair or replacement. Landlord, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition, and repair the Building roof membrane and Common Areas, including the asphalt or concrete areas of the exterior of the Premises. Any capital improvements undertaken by Landlord shall be reimbursed by Tenant as an Operating Expense pursuant to a monthly amortization as set forth In Paragraph 4.2. Landlord shall not have any obligation to perform any of the items referred to in this Paragraph 7.2 unti Landlord has received notice from Tenant of the need for the service. 7.3, Alterations. Tenant shall not make nor cause to be made any alterations or installations in, on, under, or about the Premises without Landlord’s prior written consent and in accordance with the terms of Addendum 2. 7A, Surrender/Restoration. Tenant shall surrender the Premises by the Expiration Date or any earlier termination date, clean and free of debris and in good operating order, condition, and state of repair, ordinary wear and tear excepted and in accordance with the Move-Out Standards, Exhibit C to this Lease. Without limiting the generality of the above, Tenant shall remove ail tenant improvements designated by Landlord in Landlord’s sole discretion, personal property, trade fixtures, and floor bolts, patch all floors, and cause all lights to be in good operating condition. Further, pursuant to Tenant's maintenance, repair and replacement obligations under Section 7.1 of this Lease, and without limiting Tenant's obligations thereunder or hereunder, on surrender of the Premises, the parking lot and all asphalt or concrete areas of the exterior of the Premises set forth in Exhibit A shail be in good order and condition, ordinary wear and tear excepted, with all damage resulting from Tenant's operations repaired, and Tenant shall repair any damage to the Premises proximately caused by the removal of Tenant's Property and Alterations. Without this section being deemed a consent, any of Tenant's Property which remains in the Premises after the Expiration Date or any sooner termination of this Lease, or after the re- entry and repossession of the Premises by Landlord, shall be deemed to be abandoned by Tenant and 8 63204724 SOM-L-000540-24 04/30/2024 4:01:24PM Pg18o0f103 Trans ID: LCV20241097917 Landlord shall have the right to dispose of Tenant's Property in accordance with all applicable provisions of any Applicable Requirements, including, without limitation, removing Tenant's Properly for trash and/or having Tenant’s Property moved and stored elsewhere, at the risk and expense of Tenant. “Tenant’s Property” shall include, without limitation, all furniture, fixtures, machinery (including, without limitation, communication systems and computer systems), goods, supplies, product and other personally, as well as all personally of ot