RIDER TO LEASE, DATED JANUARY 29 1993, BETWEEN G.A.J. ASSOCIATES, AS LANDLORD.
AND REDSTONE SECURITIES, INC. AS TENANT
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37. Tenant covenants and agrees to pay to Landlord as annual base
rent the following sums in equal monthly installments in advance on
the first day of each month during said term payable during each of
said years as follows:
(1) April 1, 1993 through May 31, 1994--$63,767.76 in monthly installments of
$4,554.84
(ii) June 1, 1994 through May 31, 1995--$56,844.36 in monthly installments of
$4,737.03
(iii) June 1, 1995 through May 31, 1996--$59,118.24 in monthly installments of
$4,926.52
(iv) June 1, 1996 through May 31, 1997 --$61,482.96 in
monthly installments of $5,123.58 (v) June 1, 1997
through May 31, 1998 -- $63,942.24 in monthly
installments of $5,328.52
at the office of the Landlord (101 Xxxxxxxxx Avenue, Plainview, New York, 11803)
or such other place as Landlord may designate in writing without offset or
deduction whatsoever.
38. USE OF PREMISES
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Tenant shall use the premises as an office to engage in the business of
securities investment banking arid financial consulting, other purpose.
Notwithstanding the foregoing, the Tenant shall never permit the use, storage,
sale, transfer, etc. of the following products and/or substances. foods, food
oils, oils, soaps, chemical liquids or powders, xxxx medical equipment or
medical supplies of any kind, waste materials of any kind, gasoline or petroleum
products of any kind, heavy equipment, toxic or hazardous materials (as defined
by OSHA) and/or waste of any kind, products or materials which shall cause any
kind of odor and/or malodor to penetrate the air, fertilizers or-similar
products, paints or inks of any kind, perfumes or fragrances of any kind,
lotions or other liquids or powders used in xxxxxx shops and/or beauty shops,
foods, flowers, raw materials, photographic developing materials and/or any
other product or material which shall create a nuisance or require the Landlord
to take affirmative action to make the premises suitable for said use.
Tenant covenants and agrees to indemnify and save harmless, Landlord and any fee
owner and any mortgagee and any lessor under any ground or underlying lease, and
their respective contractors, agents and employees, licensees and invitees, from
and against any and all liability (statutory or otherwise), claims, suits,
demands, damages, clean--up costs, judgments, costs, interests and expenses
termination of the lease of real property by reason of
destruction or untenantability of the premises demised
thereunder caused by fire or other casualty and agrees that the
provisions of this paragraph 40 shall govern and control in
lieu of any such provisions of law.
41. SECURITY AGREEMENTS
-------------------
A. Tenant covenants and agrees thatno security agreement,
whether by way of conditional xxxx of sale, chattel mortgage or
instrument of similar import, shall be placed upon any
improvement made by Tenant which is affixed to the realty.
B. In the event that any of the machinery, fixtures, furniture
and equipment installed by Tenant in the demised premises are
purchased or acquired by Tenant subject to a chattel
conditional sale agreement or other title retention or security
agreement, Tenant undertakes and agrees: (I) that no such
chattel mortgage, conditional sale agreement or other title
retention or security agreement or Uniform Commercial Code
filing statement shall be permitted to be filed as a lien
against the building and real property, of which the demised
premises for a part, and (ii) to cause to be inserted in any of
the above--entitled title retention, chattel mortgage or
security agreements the following provision:
Notwithstanding anything to the contrary
herein, this chattel mortgage, conditional
sale agree-- ment, title retention agreement
or security agreement shall not create or. be
filed as a lien against the land, building and
improvements compromising the real property in
which the good, machinery, equipment,
appliance or other personal property covered
hereby are to be located or installed.
C. If any such lien or UCC filing statement, based on an
agreement as above-described, is filed the building and
improvements, of which the demised premises form a part, Tenant
will, upon ten (10) days prior written notice thereof from
Landlord, cause such lien or notice to be removed or discharged
at Tenant's cost and expense and Tenant's failure to do so
shall constitute a breach of a material provision of this
lease.
42. INTENTIONALLY LEFT BLANK
43. INSURANCE
Tenant shall maintain commercial general liability insurance
for not less than One Million ($1,000,000.00) Dollars per
occurrence and One Million ($1,000,000.00) Dollars general
aggregate, combined single limits of bodily injury and property
damage. These limits
which may create or be the foundation for any lien upon the
reversion of Landlord, the premises herein demised are
Landlord's building and improvements; it being agreed that
should Tenant cause any alterations, changes, additions,
improvements or repairs to be made to the demised premises, or
a material furnished or labor performed therein or thereon,
neither Landlord nor the demised premises shall, under any
circumstances be liable for the payment of any material
furnished to the demised premises or any part thereof; but all
such alterations, changes, additions, improvements and repairs
and materials and labor shall be at Tenant's expense, and
Tenant shall be solely and wholly responsible to contractors,
laborers and materialmen furnishing labor and material to said
premises and building, Or any part thereof for or on behalf of
Tenant.
B. Tenant shall not suffer or permit any mechanic's liens to be
filed against the fee ownership of the demised premises nor
against Tenant's leasehold interest in said premises by reason
of work, labor, services and materials supplied or claimed to
have been supplied to Tenant or to any occupant of the demised
premises. If any such mechanic's lien shall at any time be
filed against the demised premises or the building or
improvements thereon, Tenant shall, at its own cost and
expense, cause the same to be canceled and discharged of record
by surety bond or appropriate cash deposit within ten (10) days
after the date of filing the same and notice thereof to Tenant,
and Tenant shall indemnify and save harmless Landlord from and
against any and all costs, expenses, claims, losses or damages
resulting therefrom or by reason thereof, including but not
limited to, the cost of reasonable attorneys fees.
C. Tenant shall also defend on behalf of Landlord, at Tenant's
sole cost and expense, any action, suit or proceedings which
may be brought thereon or for the enforcement of such liens or
orders, and Tenant shall pay any damages and satisfy and
discharge any judgment entered thereon and save harmless
Landlord from any claim or damage resulting therefrom,
including reasonable attorney's fees.
D. If Tenant shall fail to discharge such mechanic's liens
within such period, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to
discharge the same either by paying the amount of claim to be
due or by procuring the discharge of such lien by deposit in
court or bonding and, in any such event, Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of
an action for the foreclosure of such mechanic's liens by the
lienor and to pay the amount of the judgment, if any, in favor
of the lienor, with interest, costs and allowances.
E. Any amount paid by Landlord for any of the aforesaid charges and all
reasonable legal and other expenses of Landlord, including
reasonable counsel fees, in defending any such action, or in or about procuring
the discharge of said lien, with all necessary disbursements in connection
therewith, with interest thereon at the rate of 9% per annum from the date of
payment, shall be repaid within a period of ten (10) days after written demand
theref or by Landlord to Tenant and may be treated as additional rent payable
within the next installments of annual basic rent.
F. Prior to the commencement of any work in the demised premises by the general
contractor employed by Tenant or by any subcontractors employed by such general
contractor, Tenant shall: (i) furnish Landlord with Tenant's written statement
setting forth the name and business address of Tenant's general contractors; and
(ii) obtain and furnish to Landlord a written list of all sub--contractors
employed or to be employed by Tenant's general contractor and certified by the
general contractor.
45. RIGHT TO ENTRY
A. Tenant shall permit Landlord to erect, use and maintain or repair pipes,
cables, conduits, plumbing, vents and wiring, in, to and through the demised
premises as to the extent that the Landlord may now or hereafter deem to be
reasonably necessary or appropriate for the proper operation or maintenance of
the building of which the demised premises are a part. All such work shall be
done so far as practicable, in such manner as to avoid disruption of Tenant's
use of the demised premises. Landlord shall give prior notice to Tenant of such
entry, except under circumstances constituting an emergency. Tenant shall not be
responsible to restore the premises on account of Landlord's work.
B. Landlord, or its agents or designees, shall have the right to enter the
demised premises during business hours f or the purpose of making such repairs
or alterations as Landlord shall be required or shall have the right to make by
the provisions of this lease. Landlord shall be allowed to take all materials
into and upon the demised premises that may be required or for repairs or
alterations, without constituting an eviction of Tenant in whole or in part.
Landlord shall also have the right to enter the demised premises at such time as
such entry may be required by circumstances of emergency effecting the demised
premises of the building containing the same.
In addition, Landlord, or its agents or designees, shall have the right to enter
the demised premises during the business hours for the purpose of inspecting the
general conditions and state of repair of the premises and the showing of the
premises to any prospective purchaser or tenant.
C. The rights granted to Landlord by the terms of this paragraph shall be deemed
supplemental to the provisions set forth in this lease
D. The foregoing shall not be deemed to impose upon Landlord any
obligation for the furnishing of any service, maintenance repair,
or other obligation other than as specifically set forth in this
lease.
46. SUSPENSION OF SERVICES
----------------------
Anything to this lease to the contrary notwithstanding, Landlord
reserves the right to suspend the services of any utilities, when
necessary, by reason of accident, or repairs, alterations or
improvements, necessary to be made in the demised premises, until
such repairs, alterations or improvements shall have been
completed, and Landlord shall have no responsibility or liability
for such suspension of services provided.Landlord proceeds with
diligence and continuity to complete such repairs, alterations or
improvements and uses its best efforts to restore such services
and soon as practicable. The foregoing shall not be deemed to
impose upon Landlord any obligation for the furnishing of any
service, maintenance or repair other than as specifically set
forth in this lease.
47. CLEANING. REFUSE AND DELIVERIES
-------------------------------
A. The demised premises shall be kept clean by Tenant at its own
cost and expense and Tenant shall comply with the requirements of
all governmental authorities having jurisdiction therein,
including but not limited to pests control.
B. Tenant, at its own cost and expense shall arrange for the
removal of Tenant's refuse and rubbish, which shall be kept in
covered containers, from the demised premises and shall comply
with all reasonable rules and regulations of Landlord with
respect thereto. Landlord shall not be required to furnish any
services or equipment for the removal of such refuse and rubbish.
C. Tenant, at its own cost and expense, shall maintain exterminating and pest
control services in the demised premises to prevent the occurrence of any vermin
of any kind or description in or about the demised premises.
48. SIGNS Tenant shall not place any sign(s) on the outside of
the building or in the windows of the demised premises which may
be seen from the outside of the building. Interior signs,
including but not limited to door signs, shall be affixed in
accordance with Landlord's written specifications. Landlord shall
have the option of supplying such sign at tentant's cost and
expense.
49. ADJUSTMENT OF RENT FOR INCREASES IN REAL ESTATE TAXES
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For the purposes of this lease, it is understood and agreed that
the term "real estate taxes" shall Include but not be limited to
the following taxes: city, school, county, water meter chargesand
sewer charges, town, village and any other taxes by whatever name
given by a governmental or municipal entity, upon the land,
building and improvements.
B. Prorated from the time Tenant takes occupancy under the lease,
Tenant agrees to pay to Landlord as additional rent during each
lease year and during any renewal period of such lease (if
applicable) Tenant's proportionate share (as defined in xxxxxxxxx
00, xxxxx) of all increases in real estate taxes (as defined in
paragraph A above) on the land, building and improvements (of
which the demised premises are a part) over and above the base
rent as set forth in paragraph 37 of this rider to lease, whether
such increase in real estate taxes shall be oOcasioned by an
increase in assessed evaluation or an increase in tax rate, or
both or for any other reason.
Such additional rent shall be payable by Tenant] to Landlord
during the real estate tax year in which the first installment of
such increased real estate taxes becomes due and payable to such
governmental authority, notwithstanding that the real estate tax
year may be a fiscal year which does not coincide with the
calendar lease year in which such taxes shall first become
available. The taxes shall be due and payable within five (5)
days after written demand theref or by Landlord. If available, a
tax xxxx of the appropriate governmental agency or body (which
will be exhibited on request) shall be sufficient evidence of the
amount of the taxes and for determination of the amount to be
paid by Tenant.
C. Landlord's basic real estate tax liability for purposes of
determining an increase in any such taxes, shall be a sum equal
to the real estate taxes fixed by the aforementioned taxing
authorities and applicable to the realty during the tax year:
school taxes 1992/93, town taxes 1993, and other taxes 1993 and
any increases in taxes shall refer to such tax years which are
increases over and above the such taxes for said years.
D. If the term of this lease shall end or terminate on a date
other than the last day of the real estate tax or fiscal year,
the additional rent, if any, payable by Tenant pursuant to the
provisions of this lease, shall be apportioned as of said date of
termination of this lease. Tenant's obligation to make such
payment and Landlord's obligation to refund any overpayment shall
survive the termination of this lease.
50. INTENTIONALLY LEFT BLANK.
51. REPAIRS
A. Throughout the term of this Lease, Tenant shall take good care
of the demised premises and fixtures and appurtenances therein,
all at Tenantts sole cost and expense and shall make all
non--structural repairs thereto, as and when needed to preserve
the premises ingood condition, reasonable wear and tear and damage
by fire or other casualty accepted (see also, paragraph 53,
infra).
B. Throughout the term of this Lease, Landlord shall make all
structural repairs to the roof, exterior walls and foundation and
structural components of the building of which the demised
premises form a part, unless the repairs are made necessary by
reason of some act or omission to act of the Tenant, its agent,
servants, employees, or invitees, in which event, the Landlord
would make such repairs and xxxx Tenant as additional rent for the
cost thereof.
52. INTENTIONALLY LEFT BLANK
53. INSTALLATION AND MAINTENANCE OF HVAC UNIT
-----------------------------------------
Tenant shall maintain and service the HVAC unit servicing Tenant's
premises throughout the term of this lease, at its sole cost and
expense. Tenant shall pay directly to the company providing the
service and maintenance the cost of same. Provided Tenant has a
written service contract for the service and maintenance of HVAC
for the term of this lease (or a renewable contract, providing
evidence of renewal to the Landlord), Landlord shall be
responsible for replacement of the HVAC unit when its useable life
has been exhausted and maintenance and service of same is no
longer practical. If, however, Tenant shall fail to obtain a
service contract and to maintain the HVAC unit properly, Tenant
shall be responsible for the replacement of said unit as provided
herein.
54. ASSIGNMENT OR SUBLETTING
------------------------
Without the prior written consent of the Landlord, this lease may
not be assigned nor may the premises be sublet in whole or in
part. Landlord agrees that it will not unreasonably withhold or
delay its consent to an assignment or sublease but in determining
reasonableness, there shall be taken into account: (a) the
character and reputation of the proposed assignee or subtenant;
(b) the specific nature of the proposed assignee or subtenant's
business; (c) the financial standing of the proposed assignee or
subtenant; (d) the impact of all of the foregoing upon the other
tenants of the Landlord in this Building and any adjoining
building and the impact of all of the foregoing upon the integrity
of the building as a whole.
A. In the event of any assignment where the Tenant shall receive a fee or
other compensation for same, Landlord shall receive fifty (50%) percent
of such fee or compensation. In the event of any subletting where the
Basic Annual Rental and Additional Rental reserved in the sublease
shall exceed the Basic Annual Rent and Additional Rent payable
hereunder, Tenant shall pay to the Landlord fifty (50%) percent of the
difference between the Basic Annual Rental and Additional Rental
reserved in this lease. The said sums
