Bid 24-03 Auction Packet - Welcome Center Excess Space.pdf

PROJECT MANUAL

For

Bid# 24-03

LEASE OF REAL PROPERTY

FOR A PORTION OF 609 LAFAYETTE STREET a/k/a “THE WELCOME

CENTER”

City of Cape May

FEBRUARY 28, 2024, 10:30A.M.

MAYOR & COUNCIL

Mayor Zachary Mullock

Councilmember Lorraine M. Baldwin

Councilmember Maureen K. McDade

Councilmember Shaine P. Meier

Councilmember Michael Yeager

Erin C. Burke, RMC, CMR, City Clerk

Paul Dietrich, City Manager

Legal Notice

Notice is hereby given by the City of Cape May that a bid for lease of an interior portion of 609

Lafayette Street a/k/a the Welcome Center, in accordance with N.J.S.A. 40A:12-4(a) will be received and read on zoom by the City on February 28, 2024 at 10:30 A.M. and conducted in electronic platform in accord with N.J.A.C. 5:34-1 et. Seq., on BidNet Direct at www.bidnetdirect.com//capemaycity

FOR A PORTION OF 609 LAFAYETTE STREET a/k/a “THE WELCOME CENTER”

NOTE: It is the bidder’s responsibility to ensure that the bid package is uploaded onto the e-procurement site by the bid opening date and time. Any bid document received after the deadline established by the Department of Purchasing will not be accepted, regardless of the method of delivery.

Bid proposals must be accompanied by a certified check, cashier’s check, or bid bond in the amount of ten per centum (10%) of the total amount of the bid (10% of first year’s rent), but not in excess of twenty thousand ($20,000) dollars and made payable to the City of Cape May. If bids are to be submitted electronically in accord with this notice, then the bidder shall submit a copy of the bid guarantee with electronic submittal and mail PRIOR to bid opening the original to the Municipal

Clerks office 643 Washington Street, Cape May, NJ 08204. The bid guarantee may also be provided in certified check and cashier’s check in accord with provisions within general requirements of this bid.

The minimum rent required for this bid shall be $10,000.00 for Year 1 of the Lease. The City reserves the right to reject all bids not meeting the minimum bid.

Bidders must comply with the requirements of N.J.S.A. 10:5-31 et seq., and N.J.A.C. 17:27 et. Seq., This procurement has been advertised in accordance with the “Fair and Open Basis” (N.J.S.A.

19:44A-20.5).

Date: February 7, 2024 Erin C. Burke, RMC, CMR Cape May

City Clerk http://www.bidnetdirect.com/capemaycity

Administrative Documents

Applicable to

Bid if marked “X”

DOCUMENTATION REQUIRED OR REVIEWED

Read, Signed

& Submitted

Bidder’s Initial

Bid Guarantee (Bid Bond or Certified/Cashier’s Check) (with POA for full amount of

Bid Bond)

Consent of Surety (Certificate from Surety company)

Performance Bond and Labor and Material Payment Bond (Required from the

Awarded Contractor)

Maintenance Bond in the Amount of 100 % for a period indicated in “General

Conditions” Required from the Awarded Contractor Upon Acceptance of Project

Acknowledgement of Receipt of Addenda (To be Completed if Addenda are Issued) x Statement of Ownership Disclosure Form

Declaration of Sub Contractors (Due with bid if indicated)

Public Works Contractor Registration Certificate(s) for the Bidder and all Sub

Contractors (Prior to Award, but effective at time of bid) x Required Evidence EEO/Affirmative Action Regulations x Business Registration Certificate – Bidder and all Sub Contractors (Prior to Contract

Award)

Non-Collusion Affidavit

Experience and Qualifications x Insurance and Indemnification Certificate x Disclosure of Investment Activities in Iran Form

Federal debarment Form

Prevailing Wage Certification (PL 2026, C301) x Equipment Certification x Americans With Disability Act of 1990 Language

This checklist is provided for bidder’s use in assuring compliance with required documentation; however, it does not include all specifications requirements and does not relieve the bidder of the need to read and comply with the specifications.

Administrative Documents

Bidder

Name:

Date:

Authorized

Representative:

Signature:

Print Name &

Title:

CITY OF CAPE MAY

BID FORM

Name of Bidder:

Federal I.D. #

Address:

Telephone No.: ( ) Fax No.: ( )

Contact Person:

E-Mail Address:

Website Address:

[Note: Bidders may attach additional sheets or documentation to this Bid Form in order to provide supplemental information or materials for consideration by the City, where necessary.]

I. Bid Amount. Enter annual bid amount for each listed space, for the first year of the lease term.

SPACE: Minimum

Bid (Per

Year)

Bid

Amount (1st

Year)*

609 Lafayette Street aka the Welcome Center

$10,000

*The City has the option to renew the Lease for up to four (4) additional one-year terms. The annual rent for any renewal term shall be subject to an annual increase in the amount of 3% per year. Payments will be made pursuant to the schedule of payment in the accompanying Lease.

II. Goods/Services. The undersigned proposes to furnish and deliver the following goods/services pursuant to the bid specifications:

Signature of Bidder’s Authorized Representative Print Name of Authorized Representative

Title

Date

III. Prior experience and qualifications of the bidder in providing the same or similar goods/services, either in Cape May or elsewhere:

IV. Additional Information:

Please provide the following additional information:

1. Ownership (list parent company and/or bidder subsidiaries and affiliates; if sole prop.

or partnership, list name and home address of sole prop. or general partners):

Federal Tax Number: NJ Tax Number:

2. Total Company employees at current:

3. Total number of employees to be utilized in connection with the provision of the within goods/services:

4. How long has the bidder been in business?

5. For additional information or questions, the City should contact:

Name:

Title:

Telephone (Day):

Email:

The bidder hereby certifies to the truth of all information contained in the within bid (as may be supplemented with attachments). The bidder is aware that the bidder is subject to disqualification for any misrepresentations made in this bid.

1.0 SCOPE

1.1 The Mayor and Council of the City of Cape May desire to solicit competitive bids through a publicly advertised bidding process for the renting of certain excess space located within certain

City operated real property known as the “WELCOME CENTER” located at 609 Lafayette

Street. The City leases the property known as 609 Lafayette Street and formally known as Block

1060, Lot 4.01 and 4.02 from the New Jersey Transit Corporation. The City is expressly authorized to sublease excess space subject to certain terms and conditions of the lease. Pursuant to a Lease dated April 17, 2022, the City has subleased to the Chamber of Commerce of Greater

Cape May the second floor along with designated areas on the first floor for the location, placement, and maintenance of an information desk or display. Accordingly, there exists additional excess space in the Welcome Center building not needed for public use. The excess space located on the Northeast corner of the Welcome Center building and is described as follows:

Lease area is approximately 320 Sq Ft (16x20)

1.2 Award shall be made to the highest bidder by sealed bids, in accordance with N.J.S.A.

40A:12-14(a).

1.3 The within solicitation for competitive bids has previously been authorized by Resolution of the Cape May Mayor and Council.

2.0 LENGTH AND PURPOSE

2.1 In particular, the City intends to award a lease to one bidder for the use of certain City property for a one (1) year term with the option to renew for four (4) additional one-year terms. Any such renewal is subject to authorization by Resolution of City Council and which renewal is subject to the City’s sole discretion.

2.2 The rent for the term and any renewal years is set forth below and shall escalate by a minimum of three (3%) percent per year thereafter.

PORTION OF 609 LAFAYETTE

STREET

Minimum Percent increase Minimum Bid

Year 1 0% $10,000.00

Year 2 3%

Year 3 3%

Year 4 3%

Year 5 3%

3.0 REQUIREMENTS

3.1 Bid for lease of property in accord with N.J.S.A. 40A:12-4(a) will be received and read on zoom by the City on February 28, 2024 at 10:30 A.M. and conducted in electronic platform in accord with N.J.A.C. 5:34-1 et. Seq., on BIDNET Direct at www.bidnetdirect.com//capemaycity

3.2 For invitation and attendance at public bid opening on zoom, contact the Qualified

Purchasing Agent, Sean Canning at scanning@TheCanningGroup.org.

3.3 The annual rental price(s) offered by all bidders must be equal to or in excess of the minimum amount(s) referenced above, per year.

3.3.1 As per N.J.S.A 40A:12-14(a) the City of Cape May reserves the right to reject all bids not meeting the minimum rental as established.

3.4 The length of each lease shall be for a one-year term with an option to renew for four (4) additional one-year terms subject to authorization by City Council via Resolution. All leases shall commence on or about January 1, and ending December 31 unless, following the award of the bid, the parties shall agree otherwise. The dates may change dependent on the calendar and season. All date changes shall be memorialized by Resolution of the governing body as an amendment to the lease agreement.

http://www.bidnetdirect.com/capemaycity

3.5 Bidders may only submit one sealed bid.

3.6 All bidders must be involved in a business which provides for the sale of goods and services to members of the public. The proposed business associated with each bid must be described as specifically as possible on the “Bid Form” to be included with each bidder’s response package.

3.7 All spaces are offered in their “as is” condition. Successful lessee(s) shall assume all responsibility for expenses associated with any improvements which are necessary to adapt the space(s) to their intended use(s) and proposed operation(s) and shall be responsible for any and all necessary repairs and maintenance during the lease term.

3.8 All design specifications for improvements must be approved by the City prior to the commencement of any construction or prior to making application for necessary permits.

3.9 All work performed must be completed in a timely and professional manner in compliance with State and local building codes. Only licensed plumbing and electrical contractors shall be permitted to perform work on systems being adapted for the operation(s) of the lessee(s). Alterations to the individual spaces shall be compatible with the design of the building’s interior, construction and color. Exterior alterations are not permitted. All lessees shall obtain prior approval(s) from the City before any improvement work is performed to their individual spaces.

3.10 Any prospective bidders desiring to inspect the space should contact the

Superintendent of Public Works, Eric Prusinski, at 609-884-9570 or eprusinski@capemaycity.com, in order to make appropriate arrangements. An on-site inspection is recommended prior to bid submission.

4.0 BID GUARANTEE

4.1 Bid proposals must be accompanied by a certified check, cashier’s check, or bid bond in the amount of ten per centum (10%) of the total amount of the bid, but not in excess of twenty thousand ($20,000) dollars and made payable to the City of Cape May.

4.2 Bidder shall submit a copy of the bid guarantee with electronic submittal and mail PRIOR to bid opening the original to the Municipal Clerks Office 643 Washington Street, Cape May, NJ 08204.

4.3 The bid guarantee may also be provided in certified check and cashier’s check in accord with provisions within general requirements of this bid.

mailto:eprusinski@capemaycity.com

4.4 The bid security of all unsuccessful bidder(s) shall be returned immediately after the award of a lease(s). Once a contract is awarded, the successful bidder(s) shall deposit one month’s rent as a security deposit for the lease(s).

5.0 REJECTION OF BIDS

5.1 The City reserves the right to reject any or all bids, at the City’s sole discretion, following the receipt and opening of the bids in accord with N.J.S.A 40A:12-14.

5.2 If for any reason the City rejects any or all bids, or if the City is restricted from entering into a Lease Agreement for any reason, the City’s liability shall be limited to the return of the guarantee submitted by the bidder(s). The City shall not be responsible for any additional expenses incurred by potential lessee(s), directly or indirectly, as a result of submitting a bid(s) and/or engaging in negotiations with the City.

6.0 OBLIGATIONS OF SUCCESSFUL BIDDER

6.1 All successful bidders shall be required to execute a Lease Agreement with the City within ten (10) days of the notice to award the bid(s).

6.2 A sample copy of such Lease Agreement is contained within the Specifications package.

6.3 Any bid deposit paid to the City may be retained as liquidated damages in the event that a potential lessee fails to execute said Lease Agreement.

6.4 The Lease Agreement contains terms and conditions which will govern the landlord-tenant relationship between the City and the successful bidder(s).

6.5 Insurance

6.5.1 All successful bidders must provide insurance coverage(s) in amount(s) as specified in the Specifications and shall abide by all other insurance requirements as specified in the Specifications.

6.5.2 The successful bidder(s) shall also be required to indemnify and hold the City, its officials, employees and agents harmless from and against any and all injuries sustained by any members of the public relating to the operation of the lease.

6.5.3 The particulars regarding insurance coverage amount(s), hold harmless/indemnification provisions, and all other requirements, are as set forth in the Specifications and the same shall be incorporated into the written

Lease Agreement between the parties.

6.5.4 Bidder shall indemnify and hold harmless the City from any and all claims, suits or actions, and damages or costs for every name and description to which the City may be subjected or put by reason of injury to the person or property of another, or the property of the City, resulting from negligent acts or omissions on the part of the bidder, the bidder’s agents, servants or subcontractors in the delivery of goods and services, or in the performance of the work associated with this bid process or under the proposed Lease

Agreement to be entered into by the City and the bidder.

7.0 QUESTIONS

7.1 Any questions regarding the requirements associated with submission of a proposal may be directed during regular business hours to the City Manager Paul Dietrich, at City Hall, prior to the bid opening. Mr. Dietrich may be reached at Phone: (609) 884-9536, Email:

pdietrich@capemaycity.com

8.0 TRUTH IN CONTRACTING LAWS

8.1 Bidder should be aware of the following statutes that represent “Truth in Contracting” laws:

• N.J.S.A. 2C:21-34, et seq. governs false claims and representations by bidders. It is a serious crime for the bidder to knowingly submit a false claim and/or knowingly make material misrepresentation.

• N.J.S.A. 2C:27-10 provides that a person commits a crime if said person offers a benefit to a public servant for an official act performed or to be performed by a public servant, which is a violation of official duty.

• N.J.S.A. 2C:27-11 provides that a bidder commits a crime if said person, directly or indirectly, confers or agrees to confer any benefit not allowed by law to a public servant.

• Bidder should consult the statutes or legal counsel for further information.

9.0 CRITERIA FOR SELECTION.

9.1 The City intends to evaluate the bids received based upon the criteria set forth below:

9.1.1 The bid amount;

9.1.2 The proposed use of the space and its compatibility with the Welcome Center property;

9.1.3 Compliance with all requirements of the City’s Bid Specifications; including

State and County laws, rules, regulations, Executive Orders, or other directives.

10.0 OTHER CONDITIONS APPLICABLE TO THESE BID SPECIFICATIONS.

10.1 All costs incurred by bidder(s) to these Bid Specifications shall be borne solely by the bidder(s). Only those bidders that supply complete information and comply with all requirements set forth in these Bid Specifications will be considered. No incomplete bids will be considered.

10.2 By submitting a bid, a bidder agrees that it will not make any claims for or have any right to damages because of any misinterpretation or lack of information relating to these

Bid Specifications.

10.3 All materials, bids and contents submitted during the review process will become the property of the City and will become public information after the lease(s) has/have been awarded. The City reserves the right to supplement, amend or otherwise modify these

Specifications through issuance of addenda to all prospective respondents who have received a copy of these Bid Specifications, and who have provided their contact information to the City.

10.4 All successful bidders shall be required to submit a copy of their N.J. Business

Registration Certificate (see Sample 1 attached) and Certificate of Employee Information

Report (see Sample 2 attached) prior to execution of Lease Agreements.

11.0 INTERPRETATION AN ADDENDA.

11.1 The bidder understands and agrees that its bid is submitted on the basis of the Bid

Specifications prepared by the City. The bidder accepts the obligation to become familiar with these Bid Specifications.

11.2 Bidders are expected to examine the Bid Specifications and related documents with care and observe all their requirements. Ambiguities, errors or omissions noted by bidders should be promptly reported in writing to the appropriate official. Any prospective bidder who wishes to challenge a Bid Specification shall file such challenges in writing with the contracting agent no less than three (3) business days prior to the opening of the bids. Challenges filed after that time shall be considered as void and having no impact on the City of Cape May or the award of a Lease Agreement pursuant to N.J.S.A. 40A:12-14(a). In the event the bidder fails to notify the City of such ambiguities, errors or omissions, the bidder shall be bound by the requirements of the

Bid Specifications and the bidder’s submitted bid.

11.3 No oral interpretation and/or clarification of the meaning of the specifications for any goods and services will be made to any bidder. Such request shall be in writing, addressed to the City’s representative stipulated in the Bid Specifications. In order to be given consideration, a written request must be received at least seven (7) business days prior to the date fixed for the opening of the bid.

11.4 All interpretations, clarifications and any supplemental instructions will be in the form of written addenda to the Bid Specifications and will be distributed to all prospective bidders. All addenda so issued shall become part of the Bid Specifications and shall be acknowledged by the bidder in its bid. The City’s interpretations or corrections thereof shall be final.

11.5 When issuing addenda, the City shall provide required notice prior to the official receipt of bids to any person who has submitted a bid or who has received a bid package pursuant to applicable law.

12.0 PRE-BID CONFERENCE

12.1 Pre-Bid Conference: None

13.0 TERMINATION OF CONTRACT.

13.1 If, through any cause, the contractor shall fail to fulfill in a timely and proper manner obligations under the contract, or if the contract shall violate any of the requirements of the contract, the City shall thereupon have the right to terminate the contract by giving written notice to the bidder of such termination and specifying the effective date of termination.

13.2 Such termination shall relieve the City of any obligations set forth in the contract.

13.3 Notwithstanding the above, the bidder shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the bidder.

13.4 The bidder agrees to indemnify and hold the City harmless from any liability to subcontractors/suppliers concerning payment for work performed or goods supplied arising out of the lawful termination of the contract by the City under this provision.

13.5 Acquisition, merger, sale and/or transfer of business, etc.:

13.6 It is understood by all parties that, if during the life of the contract, the bidder disposes of his/her business concern by acquisition, merger, sale and/or transfer or by any means conveys his/her interest(s) to another party, all obligations are transferred to that new party, subject to the written approval of the City. In this event, the new contractor(s) will be required to submit all documentation/legal instruments that were required in the original bid/contract. Any and all change(s) to the original contract and/or guarantees posted must be approved in writing by the City.

13.7 The contractor will not assign any interest in the contract and shall not transfer any interest in the same without the prior written consent of the City.

EXHIBIT "A"

LEASE

LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into this ______day of ________ , 2024, by and between the

City of Cape May, a municipal corporation of the State of New Jersey, with offices located at 643 Washington Street, Cape May, New Jersey 08204 ("Landlord") and

________________________________________, a New Jersey __________________________with offices located at ___________ ("Tenant").

WITNESSETH:

WHEREAS, Landlord is the owner of certain rights to real property in the City of Cape May known as the Welcome Center, a/k/a 609 Lafayette Street, which contains a building known as the Cape May

Welcome Center (collectively referred to as the "Property"); and

WHEREAS, the City leases the property known as 609 Lafayette Street and formally known as Block 1060, Lot 4.01 and 4.02 from the New Jersey Transit Corporation. The City is expressly authorized to sublease excess space subject to certain terms and conditions of the lease; and

WHEREAS, pursuant to a Lease dated April 17, 2022, the City has subleased to the Chamber of Commerce of

Greater Cape May the second floor along with designated areas on the first floor for the location, placement, and maintenance of an information desk or display. Accordingly, there exists additional excess space on the first floor that is not utilized by the Chamber and is not needed for public use. That excess space is described as follows: [Lease area is approximately 320 Sq Ft (16x20) located in the North corner of the Welcome Center building] and is the property subject to this Lease; and

WHEREAS, Tenant has submitted the highest responsible bid for the lease of the Property at a public auction conducted by Landlord on ______________, 2024, in accordance with N.J.S.A. 40A:12-1 et seq., and other applicable statutes, and

WHEREAS, Tenant desires to lease the Property and Landlord desires to let same to

Tenant, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. LEASE OF PROPERTY.

Landlord, for and in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be paid, kept, observed and performed, has leased, rented, let and demised the Property, and by these presents does lease, rent, let and demise unto Tenant the Property, and Tenant does hereby take and hire the Property, upon and subject to the conditions and limitations hereinafter expressed.

2. TERM

The initial term (the "Term") of this Lease shall commence upon (i) the adoption of this

Lease by a Resolution of Landlord; (ii) the payment to Landlord by Tenant of ten percent (10%) of the Year One Rent, as hereafter defined, and (iii) Tenant's tender of the Security Deposit as herein provided (which payment of 10% of the Year One Rent and Security Deposit are acknowledged by Landlord to have been received along with Tenant's bid for lease of the

Property) ("Lease Commencement Date"), and shall continue until 12 o'clock midnight on

December 31, 2024, unless sooner terminated as hereinafter provided.

3. RENT

(a) In consideration of this Lease, Tenant covenants and agrees to pay to Landlord, without demand, rent for each calendar year of the Term of this Lease in the sum of TEN THOUSAND DOLLARS $10,000.00 (the

"Annual Rent."). City Council, in their sole discretion, may extend this lease for four (4) additional one-year terms if authorized by further Resolution. For City Council to consider any extension, Tenant shall provide a written request for consideration of extension to the City Clerk no less than sixty (60) days prior to the expiration of the initial term.

Upon receipt of the request, City Council will review and provide a response as soon as practicable thereafter. City

Council may in their sole discretion either (a) authorize by extension of the lease pursuant to the terms herein by

Resolution for term ending no later than December 31 of the following year or (b) determine that the property should be returned to City possession for such purposes as they may deem necessary or proper, in which case the term shall expire. Any renewal term authorized by City Council shall include a 3% annual increase from the prior year.

(b) The Annual Rent shall be payable in the following manner:

(i) Rent from the Lease Commencement Date through December 31, 2024 shall be $ 10,000.00 ("Year One

Rent"), payable as follows:

(1) Ten percent (10%) with Tenant's bid for lease of Property in accordance with Paragraph 2 above;

(2) Ten percent (15%) on or before May 1, 2024;

(3) Twenty-five percent (25%) on or before June 1, 2024;

(4) Twenty-five percent (25%) on or before July 1, 2024;

(5) Twenty-five percent (25%) on or before August 1, 2024;

(ii) For any subsequent Lease Year:

(1) Twenty-Five percent (25%) on or before March 1;

(2) Twenty-Five percent (25%) on or before June 1;

(3) Twenty-Five percent (25%) on or before July 1;

(4) Twenty-Five percent (25%) on or before August 1;

All rent shall be payable without prior notice or demand, at Landlord's address as set forth above or at such other place, or to such other person, as Landlord may from time to time direct. The total rent for any calendar year of the Term may be referred to as "Annual Rent."

(c) If any payment required by Tenant under any of the terms hereof shall not be paid within five (5) days from the date it is due, Tenant shall, without demand, pay a late charge to Landlord equal to five (5%) percent of the rent so due and such late charge shall be deemed additional rent for purposes of this Lease.

(d) No payment by Tenant or receipt by Landlord of a lesser amount than any payment of rent or additional rent or assessment herein stipulated shall be deemed to be other than on account of the earliest stipulated rent or additional rent then due and payable, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease, at law or in equity.

(e) All payments of sums deemed to be additional rent or assessment under this Lease shall be payable at the time said additional rent accrues.

(f) Notwithstanding anything herein to the contrary, there shall be no abatement, apportionment or suspension of the rent payable hereunder, except as is set forth in Paragraph 15 below.

4. SECURITY DEPOSIT

(a) Upon the execution of this Lease, Landlord shall deposit on Tenant's account, the sum of

$_____________, said payment equaling ten (10%) percent of the Year One Rent and having been submitted by

Tenant along with its bid for lease of the Property, and which sum shall be held by Landlord as security for the faithful performance of all the terms and conditions of this Lease ("Security Deposit"). Should Tenant fail to comply with the terms and conditions of this Lease, Landlord shall have the right, at any time and from time to time, to apply the Security Deposit or any part thereof, to cure any such default or for the purpose of reimbursing Landlord for any damage or costs, including reasonable attorney fees and costs, occasioned by such default. The right of Landlord to apply the Security Deposit shall not affect any other remedies available to Landlord under this Lease or under applicable law. If the Security Deposit, or any part thereof, is so applied by Landlord, Tenant shall, within three (3) days after demand, deposit additional funds with Landlord to restore the Security Deposit to its original or increased amount, as the case may be, and failure to do so shall constitute an event of default under this Lease.

(b) If the Tenant shall have faithfully complied with all the terms and conditions of this Lease, the Security

Deposit (without interest) shall be refunded to Tenant after the expiration or earlier termination of this Lease;

provided, however, that Tenant first shall have vacated the Property and shall have surrendered possession thereof to the Landlord by delivery of keys, in accordance with the Lease provisions, and shall have returned the Property to

Landlord in good order and repair, and otherwise as provided in this Lease.

(c) Nothing herein contained shall require Landlord to hold the sums so deposited in escrow or as a trust fund, nor establish any relationship other than that of debtor and creditor with respect to said funds so deposited.

5. USE OF PROPERTY

(a) Tenant represents that it intends to use the Property as an information and retail space only. Tenant is hereby given the privilege of using the Premises for the purpose of conducting information and retail business as stated on the Bidder Information Form and in accordance with the terms and conditions set forth in this Lease, including Exhibit B (Required Sublease Contract Clauses). Tenant shall, at its own cost and expense, promptly observe and comply with all laws, ordinances, requirements, orders, directives, rules and regulations of the federal, state, county, municipal or town governments and of all governmental authorities affecting the Premises whether the same are in force at the commencement of the term of this Lease or may be in the future passed, enacted or directed

(the "Applicable Laws").

Tenant shall not use or permit the Premises to be used for sale of food and beverages including, without limitation, ice cream, water-ice, candy, soft drinks and snacks; or to sell and/or promote tobacco products, drug paraphernalia, lewd or offensive products. Additionally, Tenant shall not use or permit the Premises to be used for any unlawful, immoral or disreputable purposes, nor for any use or occupation which would be in conflict with provision of any laws, ordinances, regulations or other governmental requirements applicable to the use and occupancy of the Premises or which would invalidate any of the insurance coverage on said

Premises.

(b) (omitted).

(c) Tenant shall not use or permit or suffer the Premises, or any part thereof, to be used by anyone else or for any other business or purpose than that specifically defined and permitted by this Article and further provided that

Tenant shall not divert any portion of the Premises for any other use other than the use described above.

(d) Tenant shall not permit the Premises to be used in violation of any laws or any way which, in the reasonable judgment of Landlord, will injure the reputation of, be a nuisance, annoyance, or do damage to the other tenants of the Welcome Center Property or to any other business in the area, including without limitation, the sale of patently offensive material and merchandise and the use of audio devices, flashing lights, machinery and equipment creating noise or odors, or the committing of acts, which will disturb, impair or interfere with the use and enjoyment by the other tenants, occupants and visitors of the Welcome Center property.

(e) Tenant agrees not to use or allow the Premises to be used for any auction, fire, bankruptcy or "going out of business" sales therein unless ordered by a court of competent jurisdiction after reasonable notice to Landlord and an opportunity by Landlord to be heard.

(f) Commencing on the Lease Commencement Date and thereafter for the balance of the Term, Tenant may occupy and use the Property subject to this lease and will not use, permit or suffer the use of the Property except as specifically permitted herein.

(g) Tenant covenants and agrees that Tenant, at its own cost and expense:

(1) Will keep all exterior and interior surfaces of the Property clean and will maintain the Property, all corridors immediately adjoining the Property, all storage areas and all loading areas, in a clean, orderly and sanitary condition, free of trash, garbage, insects, rodents, vermin and other pests, or any other debris arising from or occasioned by Tenant's use and occupancy of the Property;

(2) Will not permit accumulations of any refuse, and will remove all trash and other dry refuse or cause all such trash and other dry refuse to be removed from the Property. All garbage, food or other wet refuse shall be kept in odor-proof, rat-proof containers, shielded from the view of the general public until removed, and Tenant will not bum any refuse whatsoever;

(3) Will not use or permit the use of any apparatus, or sound reproduction or transmission, or any musical instrument, in such manner that the sound so reproduced, transmitted or produced shall be audible beyond the confines of the Property, and will not use any advertising medium which may be heard or experienced outside of the Property, including without limitation flashing lights, or search lights;

(4) Will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Property;

(5) Will not cause or permit objectionable odors to emanate or be dispelled from the Property.

(h) Landlord reserves the right from time to time to adopt and promulgate reasonable rules and regulations applicable to the Property, including, without limitation, Tenant's hours and manner of operation, and to amend and supplement such rules and regulations. Notice of such rules and regulations and any amendment and supplement thereto shall be given to Tenant and Tenant agrees thereupon to comply with and observe all such rules and regulations. Landlord's rights and remedies in the event Tenant shall fail to comply with and to observe such rules and regulations shall be the same as though such rules and regulations were set forth in this Lease, and a violation by

Tenant shall constitute an event of default. Subject to Tenant's compliance with the other terms and provisions of this

Lease, such rules and regulations shall not unreasonably restrict Tenant's daily hours of operation.

6. NEGATIVE COVENANTS OF TENANT

Tenant's business will be conducted in a first-class manner, and shall not, without limitation:

(a) damage the Property, or any part of the Property;

(b) bring into or permit to be kept in the Property any dangerous, explosive or obnoxious substances;

(c) conduct itself or permit it or its agents, servants, employees or invitees to conduct themselves in a manner that in Landlord's reasonable judgment is improper or unsafe;

(d) remove, attempt to remove or manifest any intention to remove Tenant's goods or property from the Property other than in the ordinary course of business, and except for necessary repairs or replacement thereof;

(e) vacate or abandon the Property, or permit the Property to be empty or unoccupied during normal business hours between the beginning of Memorial Day weekend through Labor Day, weather permitting;

(f) do or suffer to be done, any act, matter or thing objectionable to the fire insurance companies or Board of Underwriters whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Property shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the Lease Commencement

Date. Tenant shall pay to Landlord as additional rent any and all increases in premium or insurance carried by Landlord on the Property caused in any way by the occupancy of Tenant, upon delivery to Tenant of notice of such increase and a statement by such insurance carrier or agent that such increase is in part or whole attributable to Tenant's use or occupancy;

(g) obstruct the streets, sidewalks, entrances, halls, passages, elevators, stairways or other common areas of the Property, or make use thereof for any other purpose than for ingress and egress;

(h) use the toilet rooms, water-closets and other water apparatus for any purposes other than those for which they were constructed;

(i) keep animals or birds on the Property;

(j) allow any sign, advertisement or notice to be fixed to the outside of the Property or be otherwise placed on the Property so as to be visible from its exterior, except as shall be specifically approved in writing by Landlord;

(k) make or suffer any improper noises or disturbances of any kind so as to disturb others;

(1) mark or defile any part of the Property;

(m) place anything on the outside of the Property, including roof setbacks, window ledges and other projections, or drop anything from the windows, stairways or parapets, or place trash or other matter on the Property, except in enclosed containers;

(n) cover or obstruct any window, skylight, door or transom that admits light;

(o) interfere with the heating or cooling apparatus. Specifically, in the case of Tenant operating Stores A, B and C as one retail space, no more than one exterior door may be left open at any time. Tenant is advised that permitting more than door to remain open will cause damage to the HVAC system servicing the property and any cost or damage resulting from the same may be applied as Additional Rent and payable upon demand by Landlord;

(p) leave the Property without locking doors;

(q) use business machines and mechanical equipment which cause vibration or noise which may be transmitted to any space outside the Property. Vibrating machines and equipment shall be placed and maintained by

Tenant, at its sole cost and expense, in settings of cork, rubber; or spring type vibration eliminators sufficient to absorb and prevent such vibration or noise;

(r) deface or injure the Property or any part thereof, or permit anything to be done which would tend to create a nuisance or unlawfully disturb the visitors, tenants and occupants of adjoining property and the general public, or create any safety hazard which would be dangerous to the Property or any visitors, tenants or occupants thereof, or which would cause or tend to cause any increase in premium for any insurance which Landlord may have in effect with respect to the Property;

(s) violate any rules or regulations of Landlord now or hereafter in effect; or

(t) violate any applicable laws, roles, regulations, or ordinances now or hereafter in effect.

7. MAINTENANCE AND REPAIRS

(a) Tenant acknowledges that it has examined the Property and agrees to accept the Property in its current "as is" condition, and enters into this Lease without any representation on the part of the Landlord as to the Property’s condition. Tenant shall be solely responsible for the maintenance of the Property and shall keep it in a state of good condition and repair, and at the expiration of the Term hereof, or termination of this Lease, shall deliver up the

Property in good order and condition, wear and tear from reasonable use thereof excepted, and in broom clean condition. Tenant shall maintain the Property in a clean and sanitary condition; free from trash, flammable or hazardous material and other objectionable matter, and shall not encumber or obstruct the sidewalks, parking areas, yards, entrances, hallways or stairs or other common areas of which the Property is a part, or of any other portion thereof. Tenant shall make, at its sole cost and expense, all repairs necessary to maintain the Property and shall keep the Property and the fixtures therein in neat and orderly condition. If the Tenant refuses or neglects to make such repairs, or fails to diligently prosecute the same to completion, after written notice from Landlord of the need therefor, Landlord may, without any obligation to do so, make such repairs at the expense of Tenant and such expense shall be collectible as additional rent. Any such repairs and any labor performed or materials furnished in, on or about the Property shall be performed and furnished by Tenant in strict compliance with all applicable laws, regulations, ordinances and requirements of all duly constituted authorities or governmental bodies having jurisdiction over the Property, the requirements of any board of underwriters having jurisdiction thereof, as well as any reasonable regulations imposed by Landlord pertaining thereto.

(b) Landlord shall not be liable by reason of any injury to, or interference with, Tenant's business arising from the making of any necessary repairs, alterations, additions or improvements in or to the Property or to any appurtenances or equipment therein.

8. ALTERATIONS AND IMPROVEMENTS

No alterations, additions or improvements shall be made to the Property, and no climate regulating, air conditioning, cooling, heating or sprinkling systems, television or radio antennas, heavy equipment, apparatus or fixtures shall be installed in or attached to the Property without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion. Any such alterations, improvements or additions made by Tenant shall be at Tenant’s sole cost and expense and remain upon the Property at the expiration or sooner termination of this Lease and shall become the property of Landlord, unless

Landlord shall, prior to such termination, have given written notice to Tenant to remove the same, in which case, Tenant shall do so and restore the Property to the same good order and condition in which they were at the Lease

Commencement Date.

The Premises to be delivered by Landlord shall include only the bare walls with all utilities running to the

Premises. All other improvements necessary to complete the Premises for operation by Tenant including, without limitation, partition walls, all plumbing, mechanical, electrical and HVAC systems, trade fixtures, lighting, cabinetry, shelving, ceilings and all fit-out, including floor and wall coverings, signage, decorative lighting, demising partitions and walls, artifacts, furniture, fixtures and equipment (collectively, "Initial Leasehold Improvements") shall be constructed and/or installed after the effective date of this Lease and at Tenant’s sole cost and expense. In connection therewith, Tenant shall submit to Landlord for its approval an interior layout and design for the Premises and the

Initial Leasehold improvements to be constructed therein prepared by a duly licensed architect reasonably acceptable to Landlord (the "Interior Design Plans"). The Interior Design Plans shall specifically include, without limitation, all of the interior electrical, plumbing, HVAC, telephone and cable wiring systems ("Mechanical Work"), all of which shall be subject to the review and approval of Landlord's mechanical engineers with respect to compatibility with all of the mechanical systems within and servicing the entire Convention Hall Property. Tenant shall be responsible for construction of all Initial Leasehold Improvements and all costs and expenses of any kind and nature whatsoever inc1med or otherwise expended by Landlord in connection with the Initial Leasehold Improvements including, without limitation, architectural, engineering and design costs, permit and inspection fees and construction management fees (the "Initial Leasehold Improvement Costs"). All of the Initial Leasehold Improvements shall be constructed by licensed contractors selected by and working for Tenant, but subject to the reasonable approval of

Landlord.

All leasehold improvement including, without limitation, trade fixtures, signs and apparatus installed or constructed either before or after the Rent Commencement Date ("Leasehold Improvements") shall be constructed by

Tenant it its sole cost and expense subject to the following terms and conditions:

(i) Tenant shall secure all permits and licenses necessary for the construction of any of its installations and the prosecution of its work, and Tenant shall comply with all applicable laws relating to the conduct of said work.

(ii) Construction of the Leasehold Improvements shall be completed by duly licensed contractors and subcontractors acceptable to Landlord in its sole and absolute discretion, and shall be done in a good and workmanlike manner and in compliance with all insurance requirements and with all applicable laws, now or hereafter in effect pertaining to the Convention Hall Property or the Premises, or Tenant's use thereof. Any installation to be made or work to be performed by Tenant on or for the Premises shall be first approved in writing by

Landlord prior to commencement of any work by Tenant. Landlord's approval of any plans for Leasehold

Improvements shall, however, create no responsibility or liability on the part of Landlord for their completeness, design sufficiency or compliance with any laws.

(iii) Tenant shall also obtain on behalf of itself, or any of its contractors or subcontractors, all insurance protection required by Landlord in its sole and absolute discretion, with Landlord named as an additional insured. If required by Landlord in its sole and absolute discretion, such contractors or subcontractors shall also be required to post a performance bond satisfactory to Landlord.

(iv) All Leasehold Improvements owned by Tenant and installed in the Premises (except for any

Leasehold Improvements that are affixed to the Premises as an integral part thereof such as, without limitation, partition walls, Mechanical Work, flooring, wall finishes, ceiling tiles, and light fixtures) shall remain the property of

Tenant and shall be removable at any time, including upon the expiration of the Term; provided Tenant shall not at such time be in default of any terms or covenants of this Lease; and provided further that Tenant shall promptly repair any damage to the Premises caused by the removal of such fixtures. If Tenant is in default, Landlord shall have the benefit of any applicable lien on Tenant's property located in or on the Premises as may be permitted under the laws of the State of New Jersey, and in the event such lien is asserted by Landlord in any manner or by operation of law, Tenant shall not remove or permit the removal of such property until the lien has been removed and all defaults have been cured. Any of Tenant's property not removed by Tenant may be deemed by Landlord as abandoned by Tenant or

Landlord may order Tenant to remove the items or have them removed at Tenant's expense.

(v) Construction Lien. Nothing contained in this Lease shall be deemed or construed· in any way as constituting the consent by or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the specific performance of any labor or the furnishing of any materials or equipment for any specific improvement, alteration to or repair of the Premises or any part thereof, nor as giving

Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials on behalf of Landlord that would give rise to the filing of any lien against the Premises or the Convention

Hall Property. If requested by Landlord, Tenant shall also provide a surety payment and performance bond on such forms as are reasonably required by Landlord for an amount equal to 110% of the estimated cost of all Initial

Leasehold Improvements.

9. UTILITIES

Tenant shall be solely responsible for the obtaining of all utilities for use of the Property, including charges for hook-up, installation, and usage. Landlord shall not be liable in damages or otherwise for temporary delay or failure in furnishing any utility services or facilities, whether provided through Landlord or Tenant. In no event shall such delay or failure, regardless of cause, constitute an eviction, disturbance of Tenant's use and possession of the Property, render

Landlord liable to Tenant, authorize abatement of rent, relieve Tenant from performance of its obligations under this Lease, or result in a termination of this Lease. If the Tenant refuses or neglects to make payment for any utilities furnished to the Property, Landlord may, without any obligation to do so, make such payments at the expense of Tenant and such expense shall be collectible as additional rent.

10. COMPLIANCE WITH LAWS

Tenant shall promptly comply, at its expense, with all laws, ordinances, rules, regulations, requirements and directives of federal, state and municipal governments or public authorities and all departments thereof applicable to and affecting the Property, and shall promptly comply with all orders, regulations, requirements and directives of the Board of Fire

Underwriters or similar authority and of any insurance carriers which have issued or are about to issue policies of insurance covering the Property and their contents, for the prevention of fire or other casualty, damage or injury, at Tenant's sole cost and expense.

11. INSURANCE

(a) Tenant shall obtain and keep in full force and effect at all times during the term of this Lease, at its own cost and expense, for the mutual benefit of Landlord and Tenant:

(i) comprehensive general liability insurance, with limit coverage to afford protection in an amount not less than $1,000,000 per occurrence/$3,000,000 aggregate for injury or death to any one or more persons, or such greater amount in each case as Landlord shall reasonably request from time to time, protecting Landlord as an additional insured against any and all claims for personal injury, death or property damage occurring in, upon, adjacent to or in any way connected with the…