STANDARD FORM OF STORE LEASE The
Real Estate Board of New York, Inc.
Agreement of Lease, made as of this 1st day of October 1996, between
INTERNATIONAL SUMMIT EQUITIES CORP. 00 XXXXXX XXXXXX, XXXXXXXXXX, XX party of
the first part, hereinafter referred to as OWNER, and COMPU-XXXX, INC. 00 XXXXXX
XXXXXX, XXXXXXXXXX, XX party of the second part, hereinafter referred to as
TENANT,
Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner
THE ENTIRE TOP 3RD AS IS, PLUS NINE PARKING SPACES,
#9-15-16-17-18-19-20-21-22-12-8
in the building known as 00 XXXXXX XXXXXX, XXXXXXXXXX, XX 00000 in the Borough
of Town of Hempstead, City of New York, for the term of Five (5) Years (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the
1st day of October Nineteen Hundred and Ninety Six, and to end on the
30th day of September Two Thousand One
both dates inclusive, at an annual rental rate of
SEE RENT RIDER
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby convenant
as follows:
Rent 1. Tenant shall pay the rent as above and as hereinafter provided
6,375 per month basement.
Occupancy 2. Tenant shall use and occupy demised premises for Furniture
offices, Date Processing, Training and for no other purpose,
what-so-ever
and for no other purpose Tenant shall at all times conduct its business in a
high grade and reputable manner, shall not violate Article 37 hereof, and shall
keep show windows and signs in a neat and clean condition.
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Alterations: 3. Tenant shall make no changes in or to the demised premises of
any nature without Owner's prior written consent which consent will not be
unreasonably withheld or delayed. Subject to the prior written consent of Owner,
and to the provisions of this article, Tenant at Tenant's expense, may make
alterations, installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines, in or
to the interior of the demised premises by using contractors or mechanics first
approved by Owner. Tenant shall, before making any alterations, additions,
installations or improvements, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies and (upon
completion) certificates of final approval thereof and shall deliver promptly
duplicates of all such permits, approvals and certificates to Owner and Tenant
agrees to carry and will cause Tenant's contractors and sub-contractors to carry
such xxxxxxx'x compensation, general liability, personal and property damage
insurance as Owner may require. If any mechanic's lien is filed against the
demised premises, or the building of which the same forms a part, for work
claimed to have done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within ten days
thereafter, at Tenant's expense, by filing the bond required by law. All
fixtures and all paneling, partitions, railings and like installations,
installed in the premises at any time, either by Tenant or by Owner in Tenant's
behalf, shall, upon installation, become the property of Owner and shall remain
upon and be sur rendered with the demised premises unless Owner, by notice to
Tenant no later than twenty days prior to the date fixed as the termination of
this lease, elects to relinquish Owner's rights thereto and to have them removed
by Tenant, in which event, the same shall be removed from the premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
article shall be construed to give Owner title to or to prevent Tenant's removal
of trade fixtures, moveable office furniture and equipment, but upon removal of
any such from the premises or upon removal of other installations as may be
required by Owner, Tenant shall immediately and at its expense, repair and
restore the premises to the condition existing prior to installation and repair
any damage to the demised premises or the building due to such removal. All
property permitted or required to be removed by Tenant at the end of the term
remaining in the premises after Tenant's removal shall be deemed abandoned and
may, at the election of Owner, either be retained as Owner's property or may be
removed from the premises by Owner at Tenant's expense.
Repairs 4. Tenant shall maintain and repair the interior and shall make
all repairs thereto necessary to keep same in good order and condition,
at Tenant's own cost and expense, and shall cause the same to be
covered by the insurance provided for hereafter in Article 8. Tenant
shall, throughout the term of this lease, take good care of the demised
premises and the fixtures and appurtenances therein, and thereto, and
at its sole cost and expense, make all non-structural repairs thereto
as and when needed to preserve them in good working order and
condition, reasonable wear and tear, obsolescence and damage from the
elements, fire or other casualty, excepted. If the demised premises be
or become infested with vermin, Tenant shall at Tenant's expense, cause
the same to be exterminated from time to time to the satisfaction of
Owner. Except as specifically provided in Article 9 or elsewhere in
this lease, there shall be no allowance to the
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Tenant for the diminuation of rental value and no liability on the part
of Owner by reason of inconvenience, annoyance or injury to business
arising from Owner, Tenant or others making or failing to make any
repairs, alterations, additions or improvements in or to any portion of
the building including the erection or operation of any xxxxx, xxxxxxx
or sidewalk shed, or in or to the demised premises or the fixtures,
appurtenances or equipment thereof. The provisions of this article 4
with respect to the making of repairs shall not apply in the case of
fire or other casualty which are dealt with in article 9 hereof.
Landlord shall be responsible for the maintenance and repair of the
roof of the building of which the demised premises forms a part.
Window Cleaning: 5. Tenant will not clean nor require, permit, suffer or allow
any window in the demised premises to be cleaned from the outside in violation
of Section 202 of the New York State Labor Law or any other applicable law or of
the Rules of the Board of Standards and Appeals, or of any other Board or body
having or asserting jurisdiction.
Requirements of Law, Fire Insurance 6. Prior to the commencement of the lease
term, if Tenant is then in possession, and at all times thereafter, Tenant at
Tenant's sole cost and expense, shall promptly comply with all present and
future laws, orders and regulations of all state, federal, municipal and local
governments. departments, commissions and boards and any direction of any public
officer pursuant to law, and all orders, rules and regulations of the New York
Board of Fire Underwriters or the Insurance Services Office, or any similar body
which shall impose any violation, order or duty upon Owner or Tenant with
respect to the demised premises, and with respect to the portion of the sidewalk
adjacent to the premises, if the premises are on the street level, whether or
not arising out of Tenant's use or manner of use thereof, or with respect to the
building if arising out of Tenant's use or manner of use of the premises or the
building (including the use permitted under the lease). Except as provided in
Article 29 hereof, nothing herein shall require Tenant to make structural
repairs or alterations unless Tenant has by its manner of use of the demised
premises or method of operation therein, violated any such laws, ordinances,
orders, rules, regulations or requirements with respect thereto. Tenant shall
not do or permit any act or thing to be done in or to the demised premises which
is contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Owner by reason of Tenant's failure to comply
with the provisions of this article. If the fire insurance rate shall, at the
beginning of the lease or at any time thereafter, be higher than it otherwise
would be, then Tenant shall reimburse Owner, as additional rent hereunder, for
that portion of all fire insurance premiums thereafter paid by Owner which shall
have been charged because of such failure by Tenant, to comply with the terms of
this article. In any action or proceeding wherein Owner and Tenant are parties,
a schedule or "make-up" of rate for the building or demised premises issued by a
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to said premises.
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Subordination: 7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall execute promptly any certificate that Owner may request.
Tenant's Liability Insurance Property Loss, Damage, Indemnity: 8. Owner or its
agents shall not be liable for any damage to property of Tenant or of others
entrusted to employees of the building, nor for loss of or damage to any
property of Tenant by theft or otherwise, nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by or due to the negligence of Owner, its agents, servants or employees. Owner
or its agents will not be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by operations in construction
of any private, public or quasi public work. Tenant agrees, at Tenant's sole
cost and expense, to maintain general public liability insurance in standard
form in favor of Owner and Tenant against claims for bodily injury or death or
property damage occurring in or upon the demised premises, effective from the
date Tenant enters into possession and during the term of this lease. Such
insurance shall be in an amount and with carriers acceptable to the Owner. Such
policy or policies shall be delivered to the Owner. On Tenant's default in
obtaining or delivering any such policy or policies or failure to pay the
charges therefor, Owner may secure or pay the charges for any such policy or
policies and charge the Tenant as additional rent therefor. Tenant shall
indemnify and save harmless Owner against and from all liabilities, obligations,
damages, penalties, claims, costs and expenses for which Owner shall not be
reimbursed by insurance, including reasonable attorneys fees, paid, suffered or
incurred as a result of any breach by Tenant, Tenant's agent, contractors,
employees, invitees, or licensees, or any covenant on condition of this lease,
or the carelessness, negligence or improper conduct of the Tenant, Tenant's
agents, contractors, employees, invitees or licensees. Tenant's liability under
this lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licensee of any subtenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by Counsel approved by Owner in writing, such approval not
to be unreasonably withheld.
Destruction, Fire and Other Casualty: 9. (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty, Tenant shall give immediate
notice thereof to Owner and this lease shall continue in full force and effect
except as hereinafter set forth. (b) If the demised premises are partially
damaged or rendered partially unusable by fire or other casualty, the damages
thereto shall be repaired by and at the expense of Owner and the rent, until
such repair shall be substantially completed, shall be apportioned from the day
following the casualty according to the part of the premises which is usable.
(c) If the demised premises are totally damaged or rendered wholly unusable by
fire or other casualty, then the rent shall be proportionately paid up to the
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time of the casualty and thenceforth shall cease until the date when the
premises shall have been repaired and restored by Owner, subject to Owner's
right to elect not to restore the same as hereinafter provided. (d) If the
demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events. Owner may elect to terminate this lease by written notice to Tenant
given within 90 days after such fire or casualty specifying a date for the
expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to Owner's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided for herein, Owner shall make the repairs and restorations
under the conditions of (b) and (c) hereof, with all reasonable expedition
subject to delays due to adjustment of insurance claims, labor troubles and
causes beyond Owner's control. After any such casualty, Tenant shall cooperate
with Owner's restoration by removing from the premises as promptly as reasonably
possible, all of Tenant's salvageable inventory and movable equipment,
furniture, and other property. Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the premises are substantially ready
for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant
from liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery against the
other or any one claiming through or under each of them by way of subrogation or
otherwise. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance and also, provided that such a policy
can be obtained without additional premiums. Tenant acknowledges that Owner will
not carry insurance on Tenant's furniture and/or furnishings or any fixtures or
equipment, improvements, or ap purtenances removable by Tenant and agrees that
Owner will not be obligated to repair any damage thereto or replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the Real Property Law
and agrees that the provisions of this article shall govern and control in lieu
thereof.
Eminent Domain: 10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease.
Assignment, Mortgage, Etc. 11. Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns
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expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
the covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.
Electric Current: 12. Tenant is to pay own utilities. Tenant covenants and
agrees that at all times its use of electric current shall not exceed the capac
ity of existing feeders to the building or the risers or wiring installation and
Tenant may not use any electrical equipment which, in Owner's opinion,
reasonably exercised, will overload such installations or interfere with the use
thereof by other tenants of the building. The change at any time of the
character of electric service shall in no wise make Owner liable or responsible
to Tenant, for any loss, damages or expenses which Tenant may sustain.
Access to Premises: 13. Owner or Owner's agents shall have the right (but shall
not be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to any portion of the building or which Owner may elect to perform, in
the premises, following Tenant's failure to make repairs or perform any work
which Tenant is obligated to perform under this lease, or for the purpose of
complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein, provided they are within the walls, Owner may, during the progress of
any work in the demised premises, take all necessary materials and equipment
into said premises without the same constituting an eviction nor shall the
Tenant be entitled to any abatement of rent while such work is in progress nor
to any damages by reason of loss or interruption of business or otherwise.
Throughout the term hereof Owner shall have the right to enter the demised
premises at reasonable hours for the purpose of showing the same to prospective
purchasers or mortgages of the building, and during the last six months of the
term for the purpose of showing the same to prospective tenants and may, during
said six months period, place upon the premises the usual notice "To Let" and
"For Sale" which notices Tenant shall permit to remain thereon without
molestation. If Tenant is not present to open and permit an entry into the
premises, Owner or Owner's agents may enter the same whenever such entry may be
necessary or per missible by master key or forcibly and provided reasonable care
is exercised to safeguard Tenant's property and such entry shall not render
Owner or its agents liable therefor, nor in any event shall the obligations of
Tenant hereunder be affected. If during the last month of term Tenant shall have
removed all or
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substantially all of Tenant's property therefrom, Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligations hereunder.
Owner shall have the right at any time, without the same constituting an
eviction and without incurring liability to Tenant therefor to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the building and
to change the name, number or designation by which the building may be known.
Vault, Vault Space, Area: 14. No vaults, vault space or area, whether or not
enclosed or covered, not within the property line of the building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.
Occupancy: 15. Tenant will not at any time use or
occupy the demised premises in violation of, Articles
2 or 37 hereof, or of, the certificate of occupancy
issued for the building of which the demised premises
are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed
hereto with respect to Owner's work, if any. In any
event, Owner makes no representation as to the
condition of the premises and Tenant agrees to accept
the same subject to violations whether or not of
record.
Bankruptcy: 16(a) Anything elsewhere in this lease to
the contrary notwithstanding, this lease may be
canceled by Landlord by the sending of a written
notice to Tenant within a reasonable time after the
happening of any one or more of the following events:
(I) the commencement of a case in bankruptcy or under
the laws of any state naming Tenant as the debtor; or
(2) the making by Tenant of an assignment or any
other arrangement for the benefit of creditors under
any state statute. Neither Tenant nor any person
claiming through or under Tenant, or by reason of any
statute or order of court, shall thereafter be
entitled to possession of the premises demised but
shall forthwith quit and surrender the premises. If
this lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's
interest in this lease.
(b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the
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fair and reasonable rental value of the demise premises for the same period. In
the computation of such damages the difference between any installment of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental value of the demised premises for the period for which such installment
was payable shall be discounted to the date of termination at the rate of four
per cent (4%) per annum. If such premises or any part thereof be re-let by the
Owner for the unexpired term of said lease, or any part thereof, before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such reletting shall be deemed to be
the fair and reasonable rental value for the part or the whole of the premises
so re-let during the term of the re-letting. Nothing herein contained shall
limit or prejudice the right of the Owner to prove for and obtain as liquidated
damages by reason of such termination, an amount equal to the maximum allowed by
any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to, or less than the amount of the difference referred to
above.
Default: 17. (1) If Tenant defaults in fulfilling any of the covenants
of this lease other than the covenants for the payment of rent or
additional rent; or if the demised premises become vacant or deserted;
or if any execution or attachment shall be issued against Tenant or any
of Tenant's property whereupon the demised premises shall be taken or
occupied by someone other than Tenant; or if this lease be rejected
under Section 365 of Title 11 of the U.S. Code (Bankruptcy Code); or if
Tenant shall fail to move into or take possession of the premises
within fifteen (15) days after the commencement of the term of this
lease, of which fact Owner shall be the sole judge; then, in any one or
more of such events, upon Owner serving a written five (5) days notice
upon Tenant specifying the nature of said default and upon the
expiration of said five (5) days, if Tenant shall have failed to comply
with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely
cured or remedied within said five (5) day period, and if Tenant shall
not have diligently commenced curing such default within such five (5)
day period, and shall not thereafter with reasonable diligence and in
good faith proceed to remedy or cure such default, then Owner may serve
a written three (3) days notice of cancellation of this lease upon
Tenant, and upon the expiration of said three (3) days, this lease and
the term thereunder shall end and expire as fully and completely as if
the expiration of such three (3) day period were the day herein
definitely fixed for the end and expiration of this lease and the term
thereof and Tenant shall then quit and surrender the demised premises
to Owner but Tenant shall remain liable as hereinafter provided.
(2) If the notice provided for in (I) hereof shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any pan of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made,
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and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end.
Remedies of Owner and Waiver of Redemption: 18. In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or otherwise,(a)
the rent, and additional rent, shall become due thereupon and be paid up to the
time of such reentry, dispossess and/or expiration. (b) Owner may re-let the
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms, which may at Owner's option be less than or exceed the
period which would otherwise have constituted the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease, and/or (c) Tenant or the legal representatives of Tenant shall
also pay Owner as liquidated damages for the failure of Tenant to observe and
perform said Tenant's covenants herein contained, any deficiency between the
rent hereby reserved and/or convenanted to be paid and the net amount, if any,
of the rents collected on account of the subsequent lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of Owner to
re-let the premises or any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said deficiency such expenses as Owner may incur in connection
with re-letting, such as legal expenses, attorneys' fees, brokerage, advertising
and for keeping the demised premises in good order or for preparing the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day specified in this lease. Owner, in putting the demised
premises in good order or preparing the same for re-rental may, at Owner's
option, make such alterations, repairs, replacements, and/or decorations in the
demised premises as Owner, in Owner's sole judgement, considers advisable and
necessary for the purpose of re-letting the demised premises, and the making of
such alterations, repairs, replacements, and/or decorations shall not operate or
be construed to release Tenant from liability. Owner shall in no event be liable
in any way whatsoever for failure to re-let the demised premises, or in the
event that the demised premises are re-let, for failure to collect the rent
thereof under such re-letting, and in no event shall Tenant be entitled to
receive any excess, if any, of such net rent collected over the sums payable by
Tenant to Owner hereunder. In the event of a breach or threatened breach by
Tenant or any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity as
if re-entry, summary proceedings and other remedies were not herein provided
for. Mention in this lease of any particular remedy, shall not preclude Owner
from any other remedy, in law or in equity. Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws.
Fees and Expenses: 19. If Tenant shall default in the observance or performance
of any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Owner may immediately or at
any time thereafter and without notice perform the obligation of Tenant
thereunder, and if Owner, in connection therewith or in connection with any
default by Tenant in the covenant to pay rent hereunder, makes any expenditures
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or incurs any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any actions or pro
ceeding, such sums so paid or obligations incurred with interest and costs shall
be deemed to be additional rent hereunder and shall be paid by Tenant to Owner
within five (5) days of rendition of any xxxx or statement to Tenant therefor,
and if Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner as damages.
No Representations by Owner: 20. Neither Owner nor Owner's agents have made any
representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents,
leases, expenses of operation, or any other matter or thing affecting or related
to the premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition, and
agrees to take the same "as is" and acknowledges that the taking of possession
of the demised premises by Tenant shall be conclusive evidence that the said
premises and the building of which the same form a part were in good and
satisfactory condition at the time such possession was so taken, except as to
latent defects. All understandings and agreements heretofore made between the
parties hereto are merged in this contract, which alone fully and completely
expresses the agreement between Owner and Tenant and any executory agreement
hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.
End of Term: 21. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other termination of this lease. If the last day
of the term of this lease or any renewal thereof, falls on Sunday, this lease
shall expire at noon on the preceding Saturday unless it be a legal holdiay in
which case it shall expire at noon on the preceding business day.
Quiet Enjoyment: 22. Owner covenants and agrees with Tenant that upon Tenant
paying the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 33 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.
Failure to Give Possession: 23. If Owner is unable to give possession of the
demised premises on the date of the commencement of the term hereof, because of
the holding-over or retention of possession of any tenant, undertenant or
occupants, or if the premises are located in a building being constructed,
because such building has not been sufficiently completed to make the premises
10
ready for occupancy or because of the fact that a certificate of occupancy has
not been procured or for any other reason, Owner shall not be subject to any
liability for failure to give possession on said date and the validity of the
lease shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for the inability
to obtain possession) until after Owner shall have given Tenant written notice
that the premises are substantially ready for Tenant's occupancy. If permission
is given to Tenant to enter into the possession of the demised premises or to
occupy premises other than the demised premises prior to the date specified as
the commencement of the term of this lease. Tenant covenants and agrees that
such occupancy shall be deemed to be under all the terms, covenants, conditions
and provisions of this lease, except as to the covenant to pay rent. The
provisions of this article are intended to constitute "an express provision to
the contrary" within the meaning of Section 223-a of the New York Real Property
Law.
No Waiver: 24. The failure of Owner to seek redress for
violation of, or to insist upon the strict performance
of any covenant or condition of this lease or of any of
the Rules or Regulations set forth or hereafter adopted
by Owner, shall not prevent a subsequent act which
would have originally constituted a violation from
having all the force and effect of an original
violation. The receipt by owner of rent with knowledge
of the breach of any covenant of this lease shall not
be deemed a waiver of such breach and no provision of
this lease shall be deemed to have been waived by Owner
unless such waiver be in writing signed by Owner. No
payment by Tenant or receipt by Owner of a lesser
amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction,
and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of
such rent or pursue any other remedy in this lease
provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed
in acceptance of a surrender of said premises and no
agreement to accept such surrender shall be valid
unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the
keys of said premises prior to the termination of the
lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the
lease or a surrender of the premises.
Waiver of Trial by Jury: 25. It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on any matters whatsoever arising out of or in any way connected with this
lease, the relationship of Owner and Tenant, Tenant's use of or occupancy of
said premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any summary proceeding
for possession of the premises, Tenant will not interpose any counterclaim of
whatever nature or description in any such proceeding.
11
Inability to Perform: 26. This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any repair, additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment or fixtures or Owner is prevented or delayed from so doing by reason
of strike or labor troubles, government preemption in connection with a National
Emergency or by reason of any rule, order or regulation of any department or
subdivision thereof of any government agency or by reason of the conditions of
supply and demand which have been or are affected by war or other emergency, or
when, in the judgement of Owner, temporary interruption of such services is
necessary by reason of accident, mechanical breakdown, or to make repairs,
alterations or improvements.
Bills and Notices: 27. Except as otherwise in this lease provided, a xxxx,
statement, notice or communication which Owner may desire or be required to give
to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the building of which the demised premises form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid premises addressed to Tenant, and the time of the rendition of such
xxxx or statement and of the giving of such notice or communication shall be
deemed to be the time when the same is delivered to Tenant, mailed, or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.
Water: 28. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory purposes (of which fact Tenant constitutes Owner
to be the sole judge) Owner may install a water meter and thereby measures
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the meter and the cost of the installation thereof and throughout the
duration of Tenant's occupancy Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense.
Tenant agrees to pay for water consumed, as shown on said meter as and when
bills are rendered. Tenant covenants and agrees to pay the sewer rent, charge or
any other tax, rent, levy or charge which now or hereafter is assessed, imposed
or a lien upon the demised premises or the realty of which they are part
pursuant to law, order or regulation made or issued in connection with the use,
consumption, maintenance or supply of water, water system or sewage or sewage
connection or system. The xxxx rendered by Owner shall be payable by Tenant as
additional rent. If the building or the demised premises or any part thereof be
supplied with water through a meter through which water is also supplied to
other premises Tenant shall pay to Owner as additional rent, on the first day of
each month, 39 % ($ ) of the total meter charges, as Tenant's portion.
Independently of and in addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may xxx for and collect any monies
to be paid by Tenant or paid by Owner for any of the reasons or purposes
hereinabove set forth.
12
Sprinklers: 29. Anything elsewhere in this lease to the contrary not with-
standing, if the New York Board of Fire Underwriters or the Insurance Services
Office or any bureau, department or official of the federal, state or city
government require or recommend the installation of a sprinkler system or
that any changes, modifications, alterations, or additional sprinkler
heads or other equipment be made or supplied in an existing sprinkler system
by reason of Tenant's business, or the location of partitions, trade
fixtures, or other contents of the demised premises, or for any other reason, or
if any such sprinkler system installations, changes, modifications,
alterations, additional sprinkler heads or other such equipment, become
necessary to prevent the imposition of a penalty or charge against the full
allowance for a sprinkler system in the fire insurance rate set by any said
Exchange or by any fire insurance company. Tenant shall, at Tenant's
expense, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or non-
structural in nature. Tenant shall pay to Owner as additional rent the sum of
$ , on the first day of each month during the term of this lease, as Tenant's
portion of the contract price for sprinkler supervisory service.
[Paragraph 30 deleted]
Security: 31. Tenant has deposited with Owner the sum of S12,750.00 as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent. Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security, and Tenant agrees to look to
the new Owner solely for the return of said security; and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
SECURITY DEPOSIT SHALL NOT BEAR INTEREST.
13
Captions: 32. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.
Definitions: 33. The term "Owner" as used in this lease means only the Owner, or
the mortgagee in possession, for the time being of the land and building (or the
Owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Owner shall be and hereby is entirely
freed and relieved of all covenants and obligations of Owner hereunder, and it
shall be deemed and construed without further agreement between the parties of
their successors in interest, or between the parties and the purchaser, at any
such sale, or the said lessee of the building, or of the land and building, that
the purchaser or the lessee of the building has assumed and agreed to carry out
any and all covenants and obligations of Owner hereunder. The words "re-enter"
and "re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by specific hours in Article 30
hereof), Sundays and all days designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to H V A C service.
Adjacent Excavation -- Shoring: 34. If an excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made Tenant shall
afford to the person causing or authorized to cause such excavation, license to
enter upon the demised premises for the purpose of doing such work as said
person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Owner, or
diminution or abatement of rent.
Rules and Regulations: 35. Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with the
Rules and Regulations and such other and further reasonable Rules and
Regulations as Owner or Owner's agents may from time to time adopt. Notice of
any additional rules or regulations shall be given in such manner as Owner may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Owner within ten (10) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.
14
Glass: 36. Owner shall replace, at the expense of Tenant, any and all
plate and other glass damaged or broken from any cause whatsoever in and
about the demised premises. Owner may insure, and keep insured, at Tenant's
expense, all plate and other glass in the demised premises for and in the name
of Owner. Pills for the premiums therefor shall be rendered by Owner to
Tenant at such times as Owner may elect, and shall be due from, and payable by,
Tenant when rendered, and the amount thereof shall be deemed to be, and be
paid as, additional rent.
Pornographic uses Prohibited 37. Tenant agrees that the value of the demised
premises and the reputation of the Owner will be seriously injured if the
premises are used for any obscene or pornographic purposes or any sort of
commercial sex establishment. Tenant agrees that Tenant will not bring or permit
any obscene or pornographic material on the premises, and shall not permit or
conduct any obscene, nude, or semi-nude live performances on the premises, nor
permit use of the premises for nude modeling, rap sessions, or as so-called
rubber goods shops, or as a sex club of any sort, or as a "massage parlor."
Tenant agrees further that Tenant will not permit any of these uses by any
sublessee or assignee of the premises. This Article shall directly bind any
successors in interest to the Tenant. Tenant agrees that if at any time Tenant
violates any of the provisions of this Article, such violation shall be deemed a
breach of a substantial obligation of the terms of this lease and objectionable
conduct. Pornographic material is defined for purposes of this Article as any
written or pictorial matter with prurient appeal or any objects of instrument
that are primarily concerned with lewd or prurient sexual activity. Obscene
material is defined here as it is in Penal Law Section 235.00.
Estoppel Certificate 38. Tenant, at any time, and from time to time, upon at
least 10 days prior notice by Owner, shall execute, acknowledge and deliver to
Owner, and/or to any other person, firm or corporation specified by Owner, a
statement certifying that this lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), stating the dates which the rent and
additional rent have been paid, and stating whether or not there exists any
defaults by Owner under this lease, and, if so, specifying each such default.
Successors and Assigns 39. The covenants, conditions and agreements contained in
this lease shall bind and inure to the benefit of Owner and Tenant and their
respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in this lease. their assigns.
-----------------
Space to be filled in or deleted.
(16) SIXTEEN PAGES OF RIDERS ARE MADE APART HEREOF. PLUS RENT RIDER.
15
In Witness Whereof, owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
Witness for Owner:
/s/ Illegible INTERNATIONAL SUMMIT EQUITIES, CORP. Corp. Seal
/s/ Xxxxxxx Xxxxxx [L.S.]
XXXXXXX XXXXXX, PRESIDENT
Witness for Tenant:
COMPU-XXXX, INC. Corp. Seal
/s/ Xxxx X. Xxx [L.S.]
XXXX X. XXX, PRESIDENT
16
ACKNOWLEDGMENTS
CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 , before me
personally came to me known, who being by me duly sworn, did depose and say that
he resides in
that he is the of
the corporation described in and which executed the foregoing instrument, as
OWNER: that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of The Board
of Directors of said corporation, and that he signed his name thereto by like
order.
...........................................
INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of
On this day of . 19 , before me personally came
to me known and known to me to be the individual described in and who, as OWNER,
executed the foregoing instrument and acknowledged to me that he executed the
same.
...........................................
CORPORATE TENANT
STATE OF NEW YORK ss.:
County of
On this day of , 19 , before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
that he is the of
the corporation described in and which executed the foregoing instrument, as
TENANT; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board
17
of Directors of said corporation, and that he signed his name thereto by like
order.
...........................................
INDIVIDUAL TENANT
State of New York ss.:
County of
On this day of , 19 , before me personally came
to me known and known to me to be the individual
described in and who, as TENANT, executed the foregoing instrument and
acknowledged to me that he executed the same.
-------------------------------------------
RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 35.
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress to and egress from
the demised premises and for delivery of merchandise and equipment in a prompt
and efficient manner using elevators and passageways designated for such
delivery by Owner. There shall not be used in any space, or in the public hall
of the building, either by any tenant or by jobbers, or others in the delivery
or receipt of merchandise, any hand trucks except those equipped with rubber
tires and safeguards.
2. If the premises are situated on the ground floor of the building,
Tenant thereof shall further, at Tenant's expense, keep the sidewalks and curb
in front of said premises clean and free from ice, snow, etc.
3. The water and wash closets and plumbing fixtures shall not be used
for any purposes other than those for which they were designed or constructed.
4. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the demised premises, or permit or suffer the
demised premises to be occupied or used in a manner offensive or objectionable
to Owner or other occupants of the building by reason of noise, odors and/or
vibrations or interfere in any way with other Tenants or those having business
therein.
5. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside of the demised premises or the building or on the inside of the demised
premises if the same is visible from the outside of the premises without the
prior written consent of Owner, except that the name of Tenant may appear on the
entrance door of the premises. In the event of the violation of the foregoing by
any Tenant, Owner may remove same without any liability and may charge the
expense incurred by such removal to Tenant or Tenants violating this rule. Signs
on interior doors and directory tablet shall be inscribed painted or affixed for
each Tenant by Owner at the expense of such Tenant, and shall be of a size,
color and style acceptable to Owner.
18
6. No Tenant shall xxxx, paint, drill into, or in any way deface any
part of the demised premises or the Building of which they form a part. No
boring, cutting or stringing of wires shall be permitted, except with the prior
written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum
or other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.
7. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations or the
lease of which these Rules and Regulations
8. Owner reserves the right to exclude from the building between the
hours of 6 P.M. and 8 A.M. and at all hours on Sundays, and holidays all persons
who do not present a pass to the building signed by Owner will furnish passes to
persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such person.
9. Owner shall have the right to prohibit any advertising by any Tenant
which, in Owner's opinion, tends to impair the reputation of Owner or its
desirability as a building for stores or offices, and upon written notice from
Owner, Tenant shall refrain from or discontinue such advertising.
10. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.
11. Tenant shall not place a load on any floor of the demised premises
exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law. Owner reserves the right to prescribe the weight and
position of all safes, business machines and mechanical equipment. Such
installations shall be placed and maintained by Tenant at Tenant's expense in
setting sufficient in Owner's judgement to absorb and prevent vibration, noise
and annoyance.
GUARANTY
The undersigned guarantees to Owner, Owner's successors and assigns, the full
performance and observance of all the agreements to be performed and observed by
Tenant In the attached Lease, including the "Rules and Regulations" as therein
provided, without requiring any notice to Guarantor of nonpayment or,
nonperformance, or proof, or notice of demand, to hold the undersigned
responsible under this guaranty, all of which the undersigned hereby expressly
waives and expressly agrees that the legality of this agreement and the
agreements of the Guarantor under this agreement shall not be ended, or changed
by reason of the claims to Owner against Tenant of any of the rights or remedies
given to Owner as agreed in the attached Lease. The Guarantor further agrees
that
19
this guaranty shall remain and continue in full force and effect as any renewal,
change or extension of the Lease. As a further inducement to Owner to make the
Lease Owner and Guarantor agree that in any action or proceeding brought by
either owner or the Guarantor against the other on any matters concerning the
Lease of the guaranty that Owner and the undersigned shall and do waive trial by
jury.
------------------------------------
Guarantor
20
RENT RIDER TO LEASE DATED OCTOBER 1, 1996
BETWEEN INTERNATIONAL SUMMIT EQUITIES CORP. &
COMPU-XXXX, INC.
1st year November 1, 1996 to September 30, 1997
(Partial)
$ 4,781.25 Base Rent Per Month
$57,375.00 Base Rent Per Year
2nd year October l, 1997 to September 30, 1998
$ 6,800.00 Base Rent Per Month
$81,600.00 Base Rent Per Year
3rd year October l, 1998 to September 30, 1999
S 7,225.00 Base Rent Per Month
$86,700.00 Base Rent Per Year
4th year October l, 1999 to September 30, 2000
$ 7,650.00 Base Rent Per Month
$91,800.00 Base Rent Per Year
5th year October 1, 2000 to September 30, 2001
$ 8,075.00 Base Rent Per Month
$96,900.00 Base Rent Per Year
It is understood that International Summit Equities Corp. has
reduced the first year rent from $76,500.00 to $57,375.00
as a rent concession.
INTERNATIONAL SUMMIT EQUITIES CORP
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President
COMPU-XXXX, INC.
By: /s/ Xxxx X. Xxx
Xxxx X. Xxx, President
page l of 2
21
Option to Renew
Landlord agrees so long as Tenant does not default hereunder, Tenant shall
have the option to renew and extend the term of this lease for one (1) period of
five (5) years (the "Option Term") covering the period commencing October 1,
2001 up through and including September 30, 2006. Tenant may exercise said
option only by serving written notices sent by registered or certified mail
(return receipt requested) upon Landlord of its agreement to exercise said
option, at least six (6) months prior to the commencement date of said option
period. For purposes of this paragraph time shall be of the essence. The option
term shall be upon all the same terms and conditions; as are herein contained in
this lease agreement, except that the basic annual rent shall be increased as
follows:
1st year October 1, 2001 to September 30, 2002
$ 8,478.75 Base Rent Per Month
$ 101,745.00 Base Rent Per Year
2nd year October 1, 2002 to September 30, 2003
$ 8,902.66 Base Rent Per Month
$106,832.00 Base Rent Per Year
3rd year October 1, 2003 to September 30, 2004
$ 9,347.75 Base Rent Per Month
$ 112,173.00 Base Rent Per Year
4th year October 1, 2004 to September 30, 2005
$ 9, 815.08 Base Rent Per Month
$ 117,781.00 Base Rent Per Year
22
5th year October 1, 2005 to September 30, 2006
$ 10,305.83 Base Rent Per Month
$123,670.00 Base Rent Per Year
INTERNATIONAL SUMMIT EQUITIES CORP.
By:/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President
COMPU-XXXX, INC.
By:/s/ Xxxx X. Xxx
Xxxx Xxx, President
page 2 of 2
23
Rider to Lease dated: OCTOBER 1st, 1996
Between INTERNATIONAL SUMMIT EQUITIES CORP., as Landlord, and COMPU-XXXX, INC.,
as Tenant
1. Wherever the printed form of the lease conflicts with any provision of this
rider, then the provisions of this rider shall supersede the printed form and
shall control.
2. Tenant shall pay as additional rent in addition to all other rents
specified in this lease the following:
(A) Thirty-nine percent (39%) of all tax increases over and above
the below listed base tax years:
Total Tax for Indicated
Base Year
General 1996 (1/1/96-12/31/96): $12,851.63
School 1996/97 (7/1/96-6/30/97): $30,690.84
Village 1996/97 (6/1/96-5/31/97): $ 7,996.96
(B) Thirty-nine percent (39%) of any special assessments that may
be levied or assessed against the premises of which the
demised premises form a part.
3. In addition to the above listed payments and as additional rent, the Tenant
will pay to the Landlord, promptly upon receipt of the Landlord's xxxx, all
water charges for water consumed in the demised premises. The amount due will be
based upon the rate charged to the Landlord for water by the municipal agency
having jurisdiction and upon the water meter reading on the water meter for the
demised premises, for water consumed in the billing period by the Tenant.
4. Tenant agrees to procure, provide, and keep in force at its own cost and
expense throughout the term of this lease, for the benefit of the Landlord,
liability insurance in standard form, written by good and solvent companies duly
licensed to do business in the State of New York. In an amount of at least One
Million ($1,000,000) Dollars in respect to any one accident and in the amount of
Five Hundred Thousand ($500,000) Dollars in respect to any one person. Said
policies and renewals thereof shall be delivered by the Tenant to the Landlord
on the Issuance of same and at least fifteen (15) days before the expiration of
any expiring policy, and if not so delivered, the Landlord may procure the same,
pay the premium thereon and add the amount to the fixed rentals payable
hereunder.
5. Tenant agrees to keep all its own cost and expense the plate glass in the
demised premises insured for the benefit of the Landlord during the entire term
hereof, and to furnish the policies therefore to the Landlord together with
receipts showing payment of the premium. Said policies and renewals thereof
shall be delivered by the tenant to the Landlord on the issuance of same and at
least Fifteen (15) days before the expiration of any expiring policy, and if not
24
so delivered, the Landlord may procure the same, pay the premium thereon and add
the amount to the fixed rentals payable hereunder.
6. Tenant shall, at its sole expense, comply with any and all reasonable
recommendations to reduce risk of loss made by an insurance company insuring the
building of which the demises premises are a part.
7. This lease does not include any air conditioning. The Landlord will permit
the Tenant to use and maintain, at the Tenants own cost and expense, the air
conditioning equipment now installed within or connected to the demised
premises. Landlord represents that such air conditioning equipment is presently
in good working order.
8. This lease does not include any heating. The Landlord will permit the Tenant
to use and maintain, at the Tenant's own cost and expense, the heating equipment
now installed and/or connected to the demised premises. Landlord represents that
such heating equipment is presently in good working order.
9. Tenant shall not paint over, black out, or in any other manner obscure the
windows without first obtaining the written consent of the Landlord.
10. Tenant may not install and gates, bars, or other such protective devices
outside or inside the demised premises where such protective devices maybe
visible from outside the office, without the prior written consent of the
Landlord.
11. The use and occupance of the demised premises are limited as in accordance
with the occupancy clause of this lease and shall not conflict with that of any
other Tenant in the building.
12. Tenant shall, at its own cost and expense, make adequate provision for and
supply all gas, electricity, light, heat, power and all meter installations
connected therewith, in the demised premises.
13. Tenant shall not do anything in or about the demised premises which will in
any way tend to increase the insurance rates on said premises and/or building of
which they are apart. Tenant agrees to pay, as additional rent, any increase in
premiums for insurance against loss by fire and/or public liability that maybe
charged during the term of this lease on the amount of insurance carried by the
Landlord on said premises and/or building of which they are a part, resulting
from the business carried on in the leased premises by the Tenant, whether or
not the Landlord has consented to the same. If the Tenant installs any
electrical equipment that over-loads the lines in the herein leased premises,
the Tenant shall, at its own cost and expense make whatever changes are
necessary to comply with the requirements of all agencies having jurisdiction,
public or private.
14. This lease does not include any heating, ventilation, air conditioning, hot
water, or sanitation service. The Tenant shall maintain and replace, if
necessary, at its own cost and expense, all heating, electrical, and other
equipment and systems which service the demised premises on the day the Tenant
took occupancy.
25
15. The Tenant shall keep the office window and the are visible from the street
in a neat and orderly condition, and will not permit anything that will
downgrade the property.
16. The Tenant must, at its own cost and expense, provide for sanitation
service.
17. The Tenant expressly covenants and agrees that Tenant will retain, at its
own cost and expense, a professional exterminating service who will service the
demised premises at least once every month.
18. The plumbing facilities shall not be used for any other purpose than for
which they are constructed, and no foreign substance of any kind shall be thrown
therein, and the expense of any breakage, stoppage, or damage resulting from a
violation of this provision shall be borne by the Tenant, who shall, or whose
employees, or agents shall not xxxx, paint, drill, or in any way deface any
walls, ceilings, floors, windows, wood, stone or iron work without the prior
written consent of the Landlord which consent will not be unreasonably withheld
or delayed.
19. At Landlord's option, Tenant shall pay a "Late Charge" of four (4%) percent
per month from the due date of any installment of rental (fixed minimum, and
additional rent) together with a late charge of $250.00 for the purpose of
defraying expenses incident to the handling of such delinquent account, if said
rental payments is made after its due date (time being of the essence). But in
no event shall the late charge exceed legal maximums for the same.
20. In the event any check made by Tenant in the payment of rent, additional
rent or otherwise, made payable to the Landlord is returned to the Landlord by
the bank for insufficient funds, uncollectible funds, or for any other reason
what-so-ever (except due to Landlord's actions), this shall constitute a default
and Tenant must replace such check with either cash or certified funds only. If
Landlord elects to redeposit such check, Tenant will not be required to replace
check with cash or certified funds, as above; provided the redeposited check
then "clears"; and such action by landlord shall not be deemed to be, or
constitute a waiver of this paragraph or of the default. Nothing herein
contained shall be deemed to limit any right or recovery which Landlord may have
under this lease, at law or in equity.
21. Tenant may, at its option, install machinery and equipment in the demised
premises for the usual and normal practices and progress of its business, with
the following exceptions:
(A) Where an install is in violation of the covering codes of the
several agencies, public or private, having jurisdiction;
(B) Where such an installation creates a hazard or a nuisance;
(C) Where the quiet enjoyment (of their premises) of the
neighboring tenants is disturbed; and
26
(D) Where such an installation impairs the integrity of the
demised premises, or of the structure of which the demised
premises is a part.
22. All machinery and equipment installed by the Tenant shall be filled with
shock mounts or vibration eliminators, where necessary, so that neighboring
tenants may not be disturbed when such machinery or equipment is in operation.
If a question arises as to the Tenants proper performance, as slated in this
paragraph, the burden of proof lies expressly with the Tenant to the
satisfaction of the Landlord.
23. The security deposit as set forth in the printed part of this lease shall
not bear interest.
24. Should any plumbing facilities be required for commercial use, such piping
as may be required shall be installed by the Tenant, at his own cost and
expense, and in a manner which conforms to the Codes of the several agencies
having jurisdiction. The maintenance of such an installation shall be borne by
the Tenant only. The entire installation shall be such as to not disturb the
quiet enjoyment of any other tenant in their premises. Should there by any
complaint of a leak, which appears as if its origin is in the demised premises,
the Tenant shall, without objection, immediately investigate. Should it be found
that such a leak had been caused as a result of some defect in the plumbing
system belonging to the demised premises, the Tenant shall immediately perform
all remedial measures necessary to repair the defect, at his own cost and
expense.
If the necessary repairs are not made by the Tenant with all due speed and
without unreasonable delay, the Landlord may effect the necessary repairs and
will charge the Tenant for all costs for such work. The amount may be added to
the fixed rentals payable hereunder.
25. The demised premises must be available for inspection, meter reading, etc.,
by authorized persons having jurisdiction, without any harassment.
26. All additions, improvements, and installations made by Tenant to, in, or
about the demised premises shall immediately become and be part of the demised
premises and the sole property of the Landlord, and shall under no conditions
be, or be permitted to be, removed, encumbered, or damaged, but shall at all
times be kept and maintained in good and proper functioning condition and
repair, and upon the termination hereof they shall be surrendered to the
Landlord in good condition and repair, reasonable wear and tear excepted.
27. Tenant shall make all repairs to premises at Tenants own cost and expense.
28. In the event that the Landlord expends any reasonable amounts for attorney's
fees for the enforcement of any provisions of this agreement, the Tenant shall
promptly reimburse the Landlord for the cost thereof, and the same shall be
considered as additional rent.
29. [INTENTIONALLY DELETED]
30. Alterations; Improvements and Modifications
27
(A) Tenant shall not perform any alteration, improvements, or
modifications to the demised premises, whether interior or
exterior, without the prior written consent of the Landlord,
which consent will not be unreasonably withheld or delayed.
(B) Should the Tenant obtain the Landlord's consent as provided in
subparagraph (A) hereinabove, any and all alterations,
improvements or modifications required or desired by Tenant in
the demised premises shall be done by Tenant, at its sole cost
and expense, but in accordance with all the terms and
conditions of the lease and subject to the following:
(1) Tenant will, prior to the performance of
such work, deliver to the Landlord plans for
such work, prepared by an Architect or store
designer, reasonably satisfactory to
Landlord for Landlord's prior written
approval (not to be unreasonably withheld or
delayed). Tenant shall, before commencement
of any work, deliver waivers of liens from
contractors and subcontractors and shall:
(a) Obtain the necessary consents, authorization
and licenses from all federal, state and/or
municipal authorities having jurisdiction
over such work; and
(b) Enter into a contract with the
contractors and/or other person or
persons who will perform Tenant's
work.
(i) That the work will be done in
acceptance with the approval plans
and specifications and the consents,
authorizations and licenses obtained;
and
(ii) That the contractor or
other persons performing
the work will look solely
to the Tenant for payment
and will hold Landlord and
the demised premises, and
the building containing the
demised premises, free from
all liens and claims of all
persons furnishing labor or
materials therefore.
(C) Tenant shall perform all such work in a good and xxxxxxx like
manner and shall obtain and deliver to the Landlord a
certificate of completion for all alterations and improvements
performed to the demised premises, by the municipality having
jurisdiction thereof.
(D) All additions, improvements and installations made by Tenant
to, in, or about the demised premises, shall immediately
become and be part of the demised premises and the sole
property of the Landlord, and shall under no conditions be, or
be permitted to be, removed,
28
encumbered, or damaged, but shall at all times be kept and
maintained in good and proper functioning condition and
repair, and upon the termination hereof they shall be
surrendered to the Landlord in good condition and repair,
reasonable wear and tear excepted.
(E) Furnish to Landlord a certificate, or certificates, of
Worker's Compensation Insurance covering all persons who will
perform Tenant's work for Tenant or any contractor,
subcontractor or other person. Tenant agrees to indemnify and
save harmless the Landlord from and against any and all bills
for labor performed and equipment, fixtures and material
furnished to Tenant and from and against any and all liens
bills or claims therefor or against the demised premises or
the building containing the same and from and against all
losses, damages, costs, expenses, suits and claims whatsoever
in connection with Tenant's work. The demised premises shall
at all times be free of liens for labor and materials supplied
or claimed to have been supplied except with respect to
Tenants trade fixtures, equipment and inventory. No financing
statements or other security instruments shall be filed
against the demised premises or their contents.
31. Landlord shall have the sole right to commence tax reduction proceedings on
the premises. If recovery is made, and refund received from taxing authorities,
the Tenant will be paid its prorata share of same, less the actual expenses
expended for securing such refund. No tax reduction will reduce the Base Tax
Year for purposes of the Paragraph two (2) in the rider hereof.
32. Tenant waives all right to make repairs at the expense of Landlord as may be
provided by any law presently in effect, or which may be enacted in the future,
which authorizes a Tenant to make repairs at the expense of the Landlord.
33. No Broker: Tenant warrants and represents that there was no broker
instrumental in consummating this lease, and that no conversations or prior
negotiations were had with any broker concerning the renting of the premises.
Tenant agrees to hold Landlord harmless against any claims for brokerage
commission arising out of any conversations or negotiations had by Tenant with
any broker.
34. Landlord may, at its sole discretion from time to time, modify, alter,
redesign or change the size and location of the common area, as long as adequate
common area facilities are made available to Tenant.
35. Landlord may make temporary installations, and move or remove the same, and
may temporarily close the common area, or any part thereof, for repair, changes,
installations, construction or to prevent the acquisition of public rights or to
prevent or discourage non Tenant parking, provided same does not have a material
adverse affect on the ongoing operations of the Tenant's business.
36. Changes and Additions: Tenants consent shall not be required for Landlord
to make changes, revisions, additions, reductions or modifications to the
29
premises. Landlord shall provide adequate common facilities in the event any
changes are made by landlord.
37. [INTENTIONALLY DELETED]
38. Additional Rent and Charges: [INTENTIONALLY DELETED]
39. Additional Payments: Any additional moneys to be paid by Tenant to Landlord
under this lease shall be deemed to be additional rent (whether or not
specifically designated additional rent), and shall be collectable with the next
monthly installment of basic rent unless payable sooner under any express
provision of this lease.
40. Mechanic's Liens:
(A) Tenant shall not permit any mechanics or other lien to exist,
be placed or filed against the premises, for any labor or
material furnished on behalf of, or to Tenant, or in
connection with work of any character performed, or materials
furnished Tenant for the premises, by or at the direction of
Tenant, or as a result of any act or failure to act by Tenant.
(B) Tenant shall indemnify and save harmless Landlord against all loss,
liability, costs (including reasonable attorney's fees), damages or
interest charges, as a result of any such mechanic's lien or any
other lien caused to be filled on account of Tenant's or its agent's
acts or omissions, and Tenant shall, within ten (10) days of the
filing of any such lien and notice given to Tenant, remove, pay or
cancel said lien or secure the payment of any such lien or liens by
bond or other acceptable security.
41. Indemnification by Tenant. Tenant shall indemnify and save Landlord harmless
from legal action, damages, loss, liability and expense in connection with loss
of life, bodily or personal injury or property damage arising from or out of the
use or occupancy by Tenant of the premise or the premises, occasioned wholly or
in part by any negligent act or omission of Tenant, Tenant's agents,
contractors, employees, or persons claiming through Tenant.
42. Waiver of Subrogation. Each party hereby release the other party (which term
as used in this section includes the employees, agents, officers and directors
of the other party) from all liability, whether for negligence or otherwise, in
connection with loss covered by any insurance policies which the releaser
carries with respect to the premises or any interest or property therein or
thereon (whether or not such insurance is required to be carried under this
lease), but only to the extent that such loss is collected under said insurance
policies. Such release is also conditioned upon the inclusion in the policy or
policies of a provision whereby any such release shall not adversely affect said
policies or prejudice any right of the releaser to recover thereunder. Each
party agrees that its insurance policies, aforesaid, will include such a
provision so long as the same shall be obtainable without extra cost, or if
extra cost shall be chargeable therefore, each party shall advise the other
thereof the
30
amount of the extra cost, and the other party, at its election, may pay the
same, but shall not be obligated to do so.
43. No failure by Landlord to insist upon the strict performance of any
covenant, agreement, term or condition of this lease or to exercise any right or
remedy consequent upon a breach thereof, and no acceptance of full or partial
rent or additional rent during the continuance of any such breach, shall
constitute a waiver of any such breach or of such covenant, agreement, term or
condition. No covenant, agreement, term or condition of this lease to be
performed or complied with by Tenant, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Landlord. No
waiver of any breach shall affect or alter this lease, but each and every
covenant, agreement, term and condition of this lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof. The specified remedies to which the Landlord may resort under the terms
of this lease are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which the Landlord may be lawfully entitled in
case of any breach or threatened breach by the Tenant of any provisions of this
lease.
44. In the event of any breach or threatened breach by Tenant of any of the
covenants, agreements, terms of conditions contained in this lease, Landlord
shall be entitled to enjoin such breach, or threatened breach, and shall have
the right to invoke any right and remedy allowed at law or in equity, or by
statute or otherwise, as though re-entry, summary proceedings, and other
remedies that were not provided for in this lease.
45. [INTENTIONALLY DELETED]
46. [INTENTIONALLY DELETED]
47. Signs: No signs or lettering of any nature maybe put on or in any
window nor in the exterior of the Building or elsewhere within the Demised
Premises such as will be visible from the street.
47A. Directory: Landlord will furnish in the lobby of the Building a
directory which will contain the name of Tenant and suite number.
48. Assignment and Subletting: Tenant shall not assign, mortgage or encumber
this lease, in whole or in part, or sublet all or any part of the demised
premises without the prior written consent of Landlord, which consent will not
be unreasonably withheld or delayed. The consent of landlord to any assignment
or subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. The prohibition against any assigning
or subletting shall be construed to include a prohibition against any assignment
or subletting by operation of law. If this lease be assigned or if the demised
premises or any part thereof be occupied by anybody other than Tenant, Landlord
may collect to the assignee or occupant and apply the net amount collected to
the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this provision or the acceptance of the
assignee, undertenant or occupant as Tenant, or as a release of Tenant from the
31
further performance by Tenant of the covenants and provisions of this lease on
its part to be observed or performed. Notwithstanding any assignment or
sublease, whether or not approved by Landlord, Tenant shall remain fully liable
and shall not be released from performing any of the terms of this lease. If
Tenant is a corporation and if any transfer, sale, pledge or other disposition
of its common stock shall occur, or power to vote the majority of its
outstanding capital stock be changed, such change shall constitute a default
hereunder and Landlord shall have the right, at its option, to terminate this
lease upon five(5) days' notice to Tenant, but Tenant shall continue to be
liable hereunder as in the case of a default. Notwithstanding the foregoing,
Tenant may, upon prior written notice to Landlord, assign this Lease or sublet
the whole of the demised premises, for the uses permitted herein, to any
affiliate, subsidiary or parent of Tenant, provided that, notwithstanding said
assignment, Tenant hereunder shall continue to remain liable for the full and
complete performance of all of the terms, provisions and covenants hereof.
49. Laws, Waste or nuisance: Tenant shall, at its own cost and expense: (a)
comply with the certificate of occupancy and all governmental laws, ordinances,
orders and regulations affecting the demised premises how or hereafter in force
including, without limitation, all environmental and health laws, rules and
regulations; (b) comply with and execute all rules, regulations and requirements
of the board of fire Underwriters, Landlord's insurance companies and other
organizations establishing rates; (c) not suffer, permit or commit any waste or
nuisance and (d) not store or dispose of any toxic or hazardous wastes in the
demised premises or the premises.
50. Intentionally deleted.
51. Indemnity:
(A) Tenant does hereby indemnify, and will defend and hold harmless the
Landlord, its agents, officers and employees, from and against any
and all liability, claims, demands, damages, expenses, fees, fines,
penalties, suits, proceedings, actions, and causes of action of any
and every kind or nature, and for all liability and all expenses in
connection with loss of life, bodily or personal injury or property
damage of every kind arising from or out of any occurrence in,
upon, at or from the demised premises or the occupancy or use by
Tenant of said premises or any part thereof, or occasioned wholly
or in part by any act or omission or Tenant, its agents,
contractors, employees, servants, invitees, licensees or
concessionaires.
(B) Tenant shall store its property in and shall occupy the
demised premises and all other portions of the premises at its
own risk, and releases Landlord, to the full extent permitted
by law, from all claims of every kind resulting in loss of
life, personal or bodily injury or properly damage.
(C) Landlord shall not be responsible or liable at any time for
any loss or damage to Tenant's merchandise, equipment,
fixtures or other personal property or for any loss or damage
to either the person or
32
property of Tenant that may be occasioned by or through the
acts of omissions of persons occupying adjacent, connecting or
adjoining premises.
(D) Landlord shall not be responsible or liable for any defects, latent
or otherwise, in any building in the premises or any of the
equipment, machinery, utilities, appliances or apparatus therein,
nor shall it be responsible or liable for any injury, loss or damage
to any person or to any property of Tenant or other persons caused
by or resulting from bursting, breakage, or by or from plumbing,
sprinkler or other leakage, steam or snow or ice, running, backing
up, seepage, or the overflow of water or sewerage in any part of the
premises, nor for any injury or damage caused by or resulting from
acts of God or the elements, nor for any injury or damage caused by
or resulting from any defect or negligence in the occupancy,
construction, operation, or of use of any portion of the premises or
the building, machinery, apparatus, or equipment therein by any
person or by or from the act of or any negligence of any occupant of
the premises.
(E) Tenant shall give prompt notice to Landlord in case of fire or
accident in the demised premises or in the building of which
the demised premises are a part or of any defect therein or in
any fixture or equipment.
(F) In case Landlord shall, without fault on its part, be made a
party to any litigation commenced by or against Tenant, then
Tenant shall protect and hold Landlord harmless and shall pay
all costs, expenses and reasonable attorneys' fees.
(G) Tenant shall also pay all costs, expenses and reasonable
attorneys' fees that may be incurred or paid by Landlord in
enforcing the terms of this Lease. The provisions of this
paragraph shall also apply to the period prior to the
commencement of the term in the event that permission is given
to Tenant to do Tenant's construction work and install its
fixtures prior to the commencement of the term hereof.
52. Default:
(A) If Tenant falls with the exception of the covenant for the payment
of rent or additional rent hereunder to perform any other of the
terms of this lease to be observed or performed by Tenant, or it
Tenant shall be come bankrupt or insolvent, or file any debtor
proceedings or take or have taken against Tenant in any court
(pursuant to any statute either of the United States or of any
state) a petition in bankruptcy or insolvency or for reorganization
or for the appointment of a receiver or trustee of all or a portion
of Tenant's property, or if Tenant makes an assignment for the
benefit of creditors, or petitions for or enters into an
arrangement, or suffers this lease to be taken under any writ of
execution or attachment or if this lease shall pass to or devolve
upon, by law or otherwise, one other than Tenant except as herein
33
provided, then, in any one or more of such events, upon
Landlord serving a written five(5) day notice of default upon
Tenant specifying the nature of said default and if, at the
expiration of said five (5) day period, Tenant shall have
failed to comply with or remedy such default then, Landlord
may give Tenant a three (3) day notice of cancellation of this
lease and at the expiration of such three (3) day period, this
lease and the term hereunder shall terminate and come to an
end, and Tenant shall quit and surrender, the demised premises
to Landlord as if the term hereunder ended by the expiration
of the time fixed herein, but Tenant shall remain liable as
hereafter provided.
(B) Tenant shall at all times remain liable to Landlord for all rents
and additional rents becoming due to the expiration of the term
regardless of whether Landlord shall have terminated this Lease for
Tenant's default. Tenant shall pay to landlord any deficiency
between the rent hereby reserved and the net amounts received by
landlord on account of rent for the demised premises for each month
of the period which would otherwise have constituted the balance of
the term of hits lease. The failure of landlord to relet shall not
release or otherwise affect Tenant's liability for damages,
provided, however that Landlord has a duty to mitigate damages by
making reasonable efforts to relet. The damages shall be paid in
monthly installments by Tenant on the rent day specified in this
lease, unless Landlord shall elect to proceed in any other manner
afforded or provided for hereunder. Upon any reletting all rentals
received by Landlord from such reletting shall be applied, first, to
the payment of any indebtedness other than rent due hereunder from
Tenant to Landlord; second, to the payment of any reasonable costs
and expenses actually incurred of such reletting all rentals
received by Landlord from such reletting including reasonable
brokerage fees and reasonable attorneys' fees and of costs of such
alterations and repairs; third, to the payment of rent due and
unpaid hereunder, and the residue, if any, shall be held by Landlord
and applied in payment of future rent as the same may become due and
payable hereunder. If such rentals received from any reletting
during any months be less than that which was to be paid during that
month by Tenant hereunder, Tenant shall pay an amount equal to any
such deficiency to landlord. Such deficiency shall be calculated
and paid monthly. Landlord may recover from Tenant all damages it
may incur by reason of Tenant's default, including the excess, if
any, of the amount of rent and charges equivalent to rent reserved
in this lease for the remainder of the stated term over the then
reasonable rental value of the demised premises for the remainder of
the state term, all of which amounts shall be immediately due and
payable from Tenant to Landlord. In determining the rent which
would be payable by Tenant subsequent to default, the annual rent
for each year of the unexpired term shall be equal to the average
annual minimum and additional rents payable by Tenant from the
commencement of the term to the time of default, or during the
preceding three full calendar years, whichever period is shorter.
34
53. Intentionally deleted.
54. Waiver of Counterclaim and Jury Trail: In the event that Landlord shall
commence any summary proceedings or action for non-payment of minimum annual
rent, percentage rent or additional rent hereunder, Tenant shall not interpose
any Counterclaim of any nature or description in such proceeding or action. The
parties hereto waive a trial by jury on any and all issues arising in any action
or proceeding between them or their successors under or connected with this
lease or any of its provisions, any negotiations in connection therewith, or the
use of occupancy of the premises.
55. Tenant must provide to Landlord all insurance policies as hereby provided
for under this lease no later than ten (10) days after the commencement date of
this lease. If insurance certificate and policies are not provided by the Tenant
it shall be considered a substantial breach of this lease, and the lease shall
be terminated.
56. Compliance with law: Tenant shall, at its sole cost and expense, use the
premises in compliance with the certificate of occupancy and comply with all
federal, state, county and municipal statutes, laws, rules, orders, regulations
and ordinances affecting the premises and the use thereof which require the
making of any unforeseen or extraordinary changes (whether or not any such
statutes, laws, rules, orders, regulations and ordinances which may be hereafter
enacted involve a change of policy on the part of the governmental body enacting
the same), and with all other rules, orders and regulations which must be
complied with by Tenant in order to keep in full force and effect all insurance
required to be kept in force by Tenant Tenant shall comply with the requirements
of all policies of public liability, fire and other insurance at any time in
force and effect with respect to the premises. If Tenant fails to comply, it
shall be considered a substantial breach of this lease, and the lease shall be
terminated.
INTERNATIONAL SUMMIT EQUITIES CORP
By /s/ Xxxxxxx Xxxxxx
---------------------
Xxxxxxx Xxxxxx, President
COMPU-XXXX, INC.
By: /s Xxxx X. Xxx
------------------
Xxxx X. Xxx, President
K:\WPDOC\CORP\LEASE.WP5
35
