A 880 -- Lease of Business Premises. XXXXXX XXXXXXXX, INC. LAW BLANK PUBLISHERS
Parties
THIS LEASE, dated as of the 8th day of February 1994 Between OPORTO DEVELOPMENT
CORP. a domestic corporation with offices at 0 Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx
00000 hereinafter referred to as the Landlord, and INTERNATIONAL DATA SERVICES
OF NEW YORK, INC. a domestic corporation with offices at 00 Xxxxxxxxx Xxxx,
Xxxxxxxxxx Xxxxx, XX 00000 hereinafter referred to as the Tenant,
WITNESSETH: That the landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows, situated in
the Town of Millwood County of Westchester and State of New York
Premises
That certain portion of the first floor of premises 0 Xxxxxxx Xxxx, Xxxxxxxx,
Xxx Xxxx 00000 as is designated on the floor plan annexed hereto as Exhibit "A".
Comprising of approximately 1,000 square feet.
Term
The term of this demise shall be for Three (3) Years beginning February 1
1994 and ending January 31 1997
Rent
The rent for the demised term shall be
(SEE RIDER)
The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in instalments as follows:
Payment of Rent
(SEE RIDER)
at the office of D&J CONCRETE CORP. 0 Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx or as may
be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful Possession
First.--The Landlord covenants that the Tenant, on paying the said rental
and performing the covenants and conditions in this Lease contained, shall and
may peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid.
Purpose
Second.--The Tenant covenants and agrees to use the demised premises as an
office only.
and agrees not to use or permit the premises to be used for any other purpose
without the prior written consent of the Landlord endorsed hereon.
Default in Payment of Rent
Abandonment of Premises
Re-entry and Reletting by Landlord
Tenant Liable for Deficiency
Lien of Landlord to Secure
Performance Attorney's Fees
Third.--The Tenant shall, without any previous demand therefor, pay to the
Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non-payment of said rent, or any instalment
thereof, at the times and in the manner above provided, and if the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non-payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor, and may
relet the premises as the agent of the Tenant, and receive the rent therefor,
upon such terms as shall be satisfactory to the Landlord, and all rights of the
Tenant to repossess the premises under this lease shall be forfeited. Such
re-entry by the Landlord shall not operate to release the Tenant from any rent
to be paid or covenants to be performed hereunder during the full term of the
lease. For the purpose of reletting, the Landlord shall be authorized to make
such repairs or alterations in or to the leased premises as may be necessary to
place the same in good order and condition. The Tenant shall be liable to the
Landlord for the cost of such repairs or alterations, and all expenses of such
reletting. If the sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided in this lease, the
Landlord, at its option, may require the Tenant to pay such deficiency month by
month, or may hold the Tenant in advance for the entire deficiency to be
realized during the term of the reletting. The Tenant shall not be entitled to
any surplus accruing as a result of the reletting. The Landlord is hereby
granted a lien, in addition to any statutory lien or right to distrain that may
exist, on all personal property of the Tenant in or upon the demised premises,
to secure payment of the rent and performance of the covenants and conditions of
this lease. The Landlord shall have the right, as agent of the Tenant, to take
possession of any furniture, fixtures or other personal property of the Tenant
found in or about the premises, and sell the same at public or private sale and
to apply the proceeds thereof to the payment of any monies becoming due under
this lease, the Tenant hereby waiving the benefit of all laws exempting property
from execution, levy and sale on distress or judgment. The Tenant agrees to pay,
as additional rent, all attorney's fees and other expenses incurred by the
Landlord in enforcing any of the obligations under this lease.
Sub-letting and Assignment
Fourth.--The Tenant shall not sub-let the demised premises nor any portion
thereof, nor shall this lease be assigned by the Tenant without the prior
written consent of the Landlord endorsed hereon.
Condition of Premises, Repairs
Alterations and Improvements
Sanitation, Inflammable Materials
Sidewalks
Fifth.--The Tenant has examined the demised premises, and accepts them in
their present condition (except *) and without any representations on the part
of the Landlord or its agents as to the present or future condition of the said
premises. The Tenant shall keep the demised premises in good condition, and
shall redecorate, paint and renovate the said premises as may be necessary to
keep them in repair and good appearance. The Tenant shall quit and surrender the
premises at the end of the demised term in as good condition as the reasonable
use thereof will permit. The Tenant shall not make any alterations, additions,
or improvements to said premises without the
*landlord shall paint the premises with a color selected from the
chart provided by Landlord to tenant.
prior written consent of the Landlord. All erections, alterations, additions and
improvements, whether temporary or permanent in character, which may be made
upon the premises either by the Landlord or the Tenant, except furniture or
movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain and be surrendered with the premises
as a part thereof at the termination of this Lease, without compensation to the
Tenant. The Tenant further agrees to keep said premises and all parts thereof in
a clean and sanitary condition and free from trash, inflammable material and
other objectionable matter. If this lease covers premises, all or a part of
which are on the ground floor, the Tenant further agrees to keep the sidewalks
in front of such ground floor portion of the demised premises clean and free of
obstructions, snow and ice.
Mechanics' Liens
Sixth.--In the event that any mechanics' lien is filed against the premises
as a result of alterations, additions or improvements made by the Tenant, the
Landlord, at its option, after thirty days' notice to the Tenant, may terminate
this lease and may pay the said lien, without inquiring into the validity
thereof, and the Tenant shall forthwith reimburse the Landlord the total expense
incurred by the Landlord in discharging the said lien, as additional rent
hereunder.
Glass
Seventh.--The Tenant agrees to replace at the Tenant's expense any and all
glass which may become broken in and on the demised premises. Plate glass and
mirrors, if any, shall be insured by the Tenant at their full insurable value in
a company satisfactory to the Landlord. Said policy shall be of the full premium
type, and shall be deposited with the Landlord or its agent.
Liability of Landlord
Eighth.--The landlord shall not be responsible for the loss of or damage to
property, or injury to persons, occurring in or about the demised premises,* by
reason of any existing or future condition, defect, matter or thing in said
demised premises or the property of which the premises are a part, or for the
acts, omissions or negligence of other persons or tenants in and about the said
property. The Tenant agrees to indemnify and save the Landlord harmless from all
claims and liability for losses of or damage to property, or injuries to persons
occurring in or about the demised premises.
*unless caused by the negligence of landlord.
Services and Utilities
Ninth. -- Utilities and services furnished to the demised premises for the
benefit of the tenant shall be provided and paid for as follows: Landlord shall
provide heat to the premises; tenant shall be responsible for all other
utilities including but not limited to*
The Landlord shall not be liable for any interruption or delay in any of the
above services for any reason.
*electric, telephone, etc.
Right to Inspect and Exhibit
Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised term, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Damage by Fire, Explosion, The Elements or Otherwise
Eleventh.--In the event of the destruction of the demised premises or the
building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaired within ninety days from the happening of such injury, then
and in such case the term hereby created shall, at the option of the Landlord,
cease and become null and void from the date of such damage or destruction, and
the Tenant shall immediately surrender said premises and all the Tenant's
Interest therein to the Landlord, and shall pay rent only to the time of such
surrender, in which event the Landlord may re-enter and repossess the premises
thus discharged from this lease and may remove all parties therefrom. Should the
demised premises be rendered untenantable and unfit for occupancy, but yet be
repairable within ninety days from the happening of said injury, the Landlord
may enter and repair the same with reasonable speed, and the rent shall not
accrue after said injury or while repairs are being made, but shall recommence
immediately after said repairs shall be completed.* But if the premises shall be
so slightly injured as not to be rendered untenantable and unfit for occupancy,
then the Landlord agrees to repair the same with reasonable promptness and in
that case the rent accrued and accruing shall not cease or determine. The Tenant
shall immediately notify the Landlord in case of fire or other damage to the
premises.
*and useable for Tenant's business.
Observation of Laws, Ordinances, Rules and Regulations
Twelfth.--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights of other tenants,
or conflict with the regulations of the Fire Department or with any insurance
policy upon said improvements or any part thereof. In the event of any increases
in insurance premiums resulting from the Tenant's occupancy of the premises, or
from any act or omission on the part of the Tenant, the Tenant agrees to pay
said increase in insurance premiums on the improvements or contents thereof as
additional rent.
Signs
Thirteenth.--No sign, advertisement or notice shall be affixed to or placed
upon any part of the demised premises by the Tenant, except in such manner, and
of such size, design and color as shall be approved in advance in writing by the
Landlord, which approval shall not be unreasonably withheld or delayed.
Subordination to Mortgages and Deeds of Trust
Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of trust or encumbrance.
Sales of Premises
Fifteenth.--In the event of the sale by the landlord of the demised
premises, or the property of which said premises are a part, the Landlord or the
purchaser may terminate this lease on the thirtieth day of April in any year
upon giving the Tenant notice of such termination prior to the first day of
January in the same year.
Rules and Regulations of Landlord
Sixteenth.--The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well us any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers. The Landlord
reserves the right to rescind any presently existing rules applicable to the
demised premises, and to make such other and further reasonable rules and
regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein, which rules, when so made and notice thereof given to the Tenant,
shall have the same force and effect as if originally made a part of this lease.
Such other and further rules shall not, however, be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.
Violation of Covenants, Forfeiture of Lease, Re-entry by Landlord
Non-waiver of Breach
Seventeenth.--In case of violation by the Tenant of any of the covenants,
agreements and conditions of this lease, or of the rules and regulations now or
hereafter to be reasonably established by the Landlord, and upon failure to
discontinue such violation within ten days after notice thereof given to the
Tenant, this lease shall thenceforth, at the option of the Landlord, become null
and void, and the Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid on and up to the day
of such re-entry, and the Tenant shall be liable for all loss or damage
resulting from such violation as aforesaid. No waiver by the Landlord of any
violation or breach of condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition, nor shall lapse of
time after breach of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right of the Landlord to
declare this lease null and void and to re-enter upon the demised premises after
the said breach or violation.
RIDER TO LEASE
Between OPORTO DEVELOPMENT CORP., Landlord
and INTERNATIONAL DATA SERVICES OF NEW YORK, INC., as Tenants
dated as of February 1, 1994
TWENTY-NINTH: The following are modifications of certain preceding
Articles, on the printed portion of this lease. In the event of a conflict with
the printed portion of this lease this Rider shall govern.
1. ARTICLE FIRST - Upon request by Tenant, Landlord agrees to use its best
efforts to obtain and deliver to Tenant an agreement in recordable form from any
mortgagee, providing in substance that so long as Tenant is not in default in
the obligations for the payment of fixed rent and additional rent and in the
performance of the other terms, covenants and conditions to be performed on its
part under this lease beyond the period for curing the same, its possession of
the demised premises will not be disturbed, notwithstanding the foreclosure of
the mortgage, and Tenant will not be named as a party defendant in any
foreclosure proceeding.
2. ARTICLE THIRD - In no event shall the Tenant be obligated to pay to
Landlord under Article Third more than the total rent that would have been
payable from the date of the default by Tenant until the expiration date of the
lease.
Notwithstanding anything contained in this Article, Landlord agrees to use
reasonable efforts in rerenting the premises, and any rent collected by Landlord
shall be applied in reduction of Tenant's obligation under this Article Third.
3. ARTICLE FOURTH - If Tenant wants to Sublet all or part of the premises,
the Landlord shall have the option to recapture this lease and take possession
of said premises, thus, releasing Tenant from any future obligations therefore
under the lease. Should Tenant desire to sublet the premises, tenant shall
provide notice to Landlord in writing at D & J Concrete Corporation, 0 Xxxxxxx
Xxxx, Xxxxxxxx, Xxx Xxxx. Landlord shall advise tenant in writing within ten
(10) business days of receipt of said notice of his intent to either recapture
lease or grant tenant permission to sublet. Landlord's failure to advise tenants
within said time period shall be deemed Landlord's approval to sublet. If tenant
should sublet the demised premises, Landlord and Tenant shall split 50/50 any
profits which exceed the base rental plus other escalations. This provision
shall not prohibit Tenant from subletting a portion of Tenant's premises to a
corporation or individual with a business compatible with Tenant's, or to a
subsidiary or affiliated corporation
4. ARTICLE SEVENTH - Tenant shall be responsible for the exterior window
glass only to the extent it is broken or damaged due to the fault of the tenant.
Tenant shall be unconditionally responsible for all interior glass and mirrors
located within the demised premises. The tenant shall maintain adequate
insurance covering said exterior window glass, which insurance shall name the
landlord as an insured.
1
5. ARTICLE EIGHTH - Tenant agrees to indemnify and save the Landlord
harmless from all claims and liability for losses on the demised premises to the
extent said claims, losses, damage, and or injury are the result in whole or in
part of any acts or omission of the Tenant.
6. ARTICLE NINTH - Should tenant utilize any type of chemicals or other
materials in connection with the operation of its business or any other use upon
the premises, whether directly or indirectly, tenant agrees and acknowledges its
obligation to be fully responsible for the proper storage, care, use and
disposal of such chemicals or other materials at its full cost and expense,
which shall include but not be limited to the procurement of any permits,
licenses and all other requirements a pertinent thereto. SHOULD TENANT DEFAULT
IN THE PROVISIONS HEREIN, LANDLORD IS FULLY AUTHORIZED TO TAKE ANY AND ALL STEPS
IT DEEMS NECESSARY TO PROTECT LANDLORD AND THE OTHER TENANT OF THE DEMISED
PREMISES AND LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES SUSTAINED BY
TENANT.
7. ARTICLE TENTH - Landlord shall not exercise any right under Article
Tenth in such a manner as to impair the usability of any material or essential
portion of the demised premises. Entries upon the demised premises pursuant to
Article Tenth shall be accomplished at such times and in such manner, and upon
such reasonable notice, as to minimize, to the extent practicable under the
circumstances, interference with Tenant's use of the demised premises or
inconvenience to Tenant.
8. ARTICLE SEVENTEENTH - If Tenant should default under any of the terms
and conditions of this lease, the Tenant shall have ten (10) business days from
the day notice is given to Tenant of the default to commence to cure any said
default and shall thereafter, with reasonable diligence and good faith, proceed
to remedy or cure such default. However, in no event shall said default be
allowed to continue for a period of more than forty-five days from the date said
notice was given to Tenant of said default.
9. ARTICLE TWENTY-SECOND - Notwithstanding anything to the contrary
contained herein, and to further clarify paragraph 27 of this lease, it is
hereby acknowledged that the sum of TWO THOUSAND and 00/100 ($2,000.00) DOLLARS
is deposited by the Tenant herein with the Landlord herein as security for the
faithful performance of all the covenants and conditions of the lease by the
said Tenant. If the Tenant faithfully performs all the covenants and conditions
on his part to be performed then the sum deposited shall be returned to said
Tenant. Tenant agrees to increase the security on the commencement date of any
rent increases as set forth in paragraph Thirty-First hereof, so that it is
always representative of two (2) months rent.
THIRTIETH: Landlord agrees to make the demised premises available for
Tenant occupancy no later than February 14, 1994. Tenant, upon occupancy, shall
only be obligated to pay the pro-rate remaining portion of that month's rent.
Notwithstanding the foregoing, Landlord shall make the demised premises
available to Tenant no later than March 1, 1994, or the Tenant shall have the
option of being released from all of its obligations under the Lease.
2
THlRTY-FIRST: The rent for the term of this lease to the demised premises
at 0 Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx shall be as follows:
A. The sum of TWELVE THOUSAND ($12,000.00) DOLLARS per year payable in
equal monthly installments of ONE THOUSAND and 00/100 ($1,000.00) DOLLARS per
month from February 1, 1994 through January 31, 1995; and
B. The sum of TWELVE THOUSAND THREE HUNDRED SIXTY ($12,360.00) DOLLARS per
year payable in equal monthly installments of ONE THOUSAND THIRTY and 00/100
($1,030.00) DOLLARS per month from February 1, 1995 through January 31, 1996;
and
C. The sum of TWELVE THOUSAND SEVEN HUNDRED TWENTY ($12,720.00) DOLLARS per
year payable in equal monthly installments of ONE THOUSAND SIXTY ($1,060.00)
DOLLARS per month from February 1, 1996 through January 31, 1997.
THIRTY-SECOND: So long as Tenant is not otherwise in default under the
terms and conditions of this Lease and upon condition that Tenant give Landlord
at least one hundred twenty (120) days prior written notice by Certified Mail
Return Receipt Requested of its intention to exercise this option, the term of
this Lease shall be extended for an additional two (2) year period upon the
terms and conditions hereof (with the exception of this option to renew which
shall only be for this one time only) at an annual rent of THIRTEEN THOUSAND TWO
HUNDRED FIFTY ($13,250.00) DOLLARS payable in equal monthly installments of ONE
THOUSAND ONE HUNDRED FOUR AND 17/100 ($1,104.17) DOLLARS per month from February
1, 1997 through January 31, 1999.
THIRTY-THIRD: Tenant agrees to pay, as additional rent, any increase in the
real estate taxes which is based on an increase in the assessed value resulting
from a physical improvement to the demised premises by or at the request of
Tenant made after the initial installation and initial occupancy of Tenant. The
base for computing any such increase payable by the Tenant shall be the taxes
payable during the year immediately preceding the year during which the increase
in assessed value takes place. The increase in assessed value shall be
attributable to Tenant regardless of whether Tenant or landlord at the request
of the Tenant make the improvement to the demised premises for the benefit of
the Tenant.
THIRTY-FOURTH: Landlord shall maintain the temperature at the premises at
no less than sixty-eight (68) degrees farhenheit during the hours of 8:00 A.M.
to 6:00 P.M. Monday through Friday, except holidays.
Tenant shall be responsible for payments of the amounts due under the
service contract, a copy of which is annexed hereto, and for payment of any
amounts which may be charged upon any renewal of such service contract, provided
the work performed by the maintenance company is no more extensive than what is
provided under the existing contract, and under no circumstances shall tenant be
responsible for replacement of said HVAC unit or for a substantial replacement
of any portion of said unit. Tenant shall be free to
3
engage any other reputable maintenance company satisfactory to Landlord to
perform the work on the HVAC unit.
THIRTY-FIFTH: Tenant agrees to provide and keep in force comprehensive
general public liability insurance against claims arising out of the ownership,
operation and control of the premises, in limits of not less than a combined
single limit of $1,000,000 for bodily injury and property damage. The original
of any such policy or a certificate of insurance thereof shall be delivered to
the Landlord showing that Landlord has been named as insured, and renewals
thereof shall be delivered to the Landlord at least five (5) business days
before the expiration of any existing policy. All such insurance shall be with
companies of recognized responsibility licensed to do business in the State of
New York and shall provide that same may not be canceled by the carrier without
at least twenty (20) days prior written notice to each insured. If Tenant shall
not deliver evidence of the existence of such insurance as required herein,
Landlord may procure such insurance Tenants expense, and Tenant shall, on demand
reimburse Landlord, as additional rent, for the cost thereof together with
interest at the maximum legal rate per annum then chargeable.
THIRTY-SIXTH: (a) Landlord agrees to make available in the parking areas so
designated four (4) total spaces for all employees in any of the outdoor parking
areas. Landlord reserves the right to assign spaces and tenant agrees to comply
with such assignment. Landlord shall light the parking area during the hours
between 7:30 a.m. and 9:00 p.m. Monday through Friday, except on Holidays, and
clean and remove snow and otherwise maintain the parking area. Tenant, however,
shall be responsible for and damage caused by Tenant, its agents, employees,
servants or licensees.
(b) Tenant and its officers, employees, agents, customers and invitee shall
have the right, in common with Landlord and all others to whom Landlord has
granted or may hereafter grant rights to use the common areas as designated from
time to time by Landlord subject to such reasonable rules and regulations as
Landlord may from time to time impose, including the designation of specific
areas in which cars, trucks and other vehicles owned by Tenant, its officers,
employees, agents and invitee (including customers, shippers, etc.) may be
parked.
Tenant agrees after notice thereof to abide by such rules and regulations
and to use its best efforts to cause its officers, employees, agents, customers
and invitee to conform thereto. Landlord may at any time close temporarily any
common area to make repairs or changes therein or to effect construction,
repairs or changes, to prevent the acquisition of public rights in such area, or
to discourage unauthorized parking; and may do such other acts in and to the
common areas as in its judgment may be desirable to improve the convenience
thereof.
Tenant shall upon request promptly furnish to Landlord the license of the
cars and trucks operated by Tenant and its officers and Tenant shall not at any
time interfere with the rights of Landlord and other occupants of the building,
their officers, employees, agents, customers, and invitee to use any part of the
parking areas and other common areas not specifically allocated to Tenant.
4
(c) Tenant shall be responsible for providing its own telephone and/or
security services Tenant shall be allowed access to the available centrally
located telephone lines already brought into the building. Tenant, however,
shall be responsible for all costs associated with its use of said lines.
Landlord will not charge Tenant for this access.
THIRTY-SEVENTH: Tenant is hereby given the right to make interior
nonstructural alterations in the demised premise provided that, prior to the
commencement of any work, the Tenant shall submit plans and specifications to
the Landlord and shall obtain Landlord's written approval thereof, which
approval will not be unreasonably withheld and provided further, that such work
shall be done in accordance with all laws, orders, regulations of any
governmental authority having jurisdiction in connection with such work, the
Tenant agrees to obtain the same at its own cost and expense. Such consent by
the Landlord shall not be deemed to relieve Tenant of its obligations with the
requirements set forth in Article Fifth hereof. It is further agreed the Tenant
shall, upon completion, submit to the Landlord waivers of mechanic's liens and
in the event any such goods may be affixed to the realty so as to become part
thereof and which shall not be severable, wholly or in any portion without
material injury to the freehold, the same shall immediately, upon installation,
become the property of the Landlord subject to the exclusions in Article Fifth
hereof. Tenant does hereby agree not to employ any persons in the demised
premises, to perform alterations in the premises the employment of which would
cause a strike by any Union connected with any employees employed directly or
indirectly by the Landlord in the building of which the demised premises are a
part.
THIRTY-EIGHTH: a) Tenant agrees not to employ any contractor for any of the
following or similar services unless the Landlord has first consented in writing
to the contractor: Extermination of vermin, window cleaning, janitorial
services, food canteen service, garbage disposal. Any disapproval by Landlord of
any contractor selected by Tenant must be accompanied by a reputable contractor
designated by the Landlord whose prices must be reasonably competitive.
If the Landlord shall not have approved or disapproved that contractor
designated by the Tenant within seven (7) business days after request is made by
the Tenant to the Landlord, then the contractor so elected by the Tenant be
deemed to have been approved by the Landlord.
b) The Tenant agrees not to operate any coin or token operated vending
machine, or similar device on the demised premises for the sale of goods, wares,
merchandise, food, beverages or services, without the prior written consent of
the Landlord.
c) Landlord represents that the HVAC Unit services only the demised
premises. Tenant agrees to keep in force and effect a repair and maintenance
contract for said HVAC Unit which will provide substantially the same services
as the only indexed hereto and Tenant agrees to pay all costs in connection
therewith as Tenants sole obligation for such HVAC Unit. Tenant to maintain HVAC
Unit and comply with contract as annexed hereto.
5
THIRTY-NINTH: With respect to any work to be performed by the Tenant on the
demised premises, in addition to any other limitations set forth in this lease,
(a) Tenant does hereby agree not to employ any persons on the demised premises
in connection with any such alteration or construction work, the employment of
which would cause a strike, stoppage or slowdown by any employees of any Union
employed directly or indirectly by the Landlord in which the demised premises
are a Part, (b) Landlord does not consent to the reservation of any title by any
conditional vendor to any property which may be affixed to the realty so as to
become part thereof, wholly or in any portion without material injury to the
freehold. Landlord, upon tenant's occupancy and periodically thereafter, shall
at tenants request, provide tenant with a list of Unions employed directly or
indirectly, by the building or which the demised premises are a part.
FORTIETH: Notwithstanding anything contained herein to the contrary, the
Tenant shall not be obligated to make any repairs to the roof, exterior walls,
or any structural defects, unless said repairs are made necessary by the acts of
the Tenant, its agents, employees, licensees or invitee, which shall than become
an obligation of tenant to make such repairs.
FORTY-FIRST: Landlord shall not in any way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain or incur if
either the quantity or character of electric service is changed or is no longer
available or suitable for Tenant's requirements. This Article shall apply to the
extent that the cause of such loss, damage or expense is beyond the control of
the Landlord. Landlord shall restore electric service as soon as possible.
FORTY-SECOND: Tenant shall not be required (a) to make any structural
repairs or (b) to comply with any requirements of law or of the Board of Fire
Underwriters which pertain to structural repairs, installations and additions
unless the condition necessitating the repair shall have been caused by Tenant.
All other structural repairs shall be made by Landlord. It shall be the
responsibility of Landlord to make repairs to plumbing, ventilating, heating and
electrical lines and installations except if installed by Tenant or the
condition necessitating the repairs is caused by Tenant. Tenant shall be under
no obligation to comply with any laws, orders and regulations of Federal State,
County and Municipal authorities, or with any direction of any public offices or
officers, pursuant to law or otherwise, unless the said requirements, ordinances
or orders shall be promulgated or issued by reason of the conduct by the Tenant
of its business on the demised premises in a manner different from the proper
and accepted conduct of such business.
FORTY-THIRD: As to any alteration allowed to be made by Tenant pursuant to
this lease, Tenant shall not be required to remove such alteration at or prior
to the expiration of the term. Tenant may attach and affix Tenant's trade
fixtures and equipment to the premises, and all of Tenant's trade fixtures and
equipment, as well as all office furniture and/or equipment, even though so
attached and affixed, may be freely removed by Tenant at any time during the
term and at the expiration thereof.
FORTY-FOURTH: Tenant assumes no responsibility in respect to latent defects
in the premises or improvements conducted by the Landlord. The responsibility
for correcting such defects rests with the Landlord.
6
FORTY-FIFTH: Intentionally Omitted.
FORTY-SIXTH: Landlord shall not provide any cleaning services within the
demised premises, however, Landlord shall clean and maintain the bathrooms and
common areas in a reasonably clean and sanitary condition and shall clean the
exterior windows at least twice per year throughout the term of this lease.
Tenant agrees to be responsible for removal of waste and other trash in excess
of that normally generated from a business of its nature.
FORTY-SEVENTH: Tenant agrees within a reasonable time after being
requested, to submit such financial information as may be reasonably required by
Landlord's mortgagees.
FORTY-EIGHTH: The parties hereto recognize Xxxxxx Commercial Realty, Inc.
as the sole agent or broker who negotiated or consummated the Lease of the
premises herein described and the Landlord agrees to pay the commission agreed
upon for such services by separate Agreement.
This agreement is consummated by the Landlord in reliance upon the
representation by the Tenant that no broker or agent other than recited herein
brought the premises to the Tenant's attention or was in any way the procuring
cause of this Lease, and the Tenant agrees to save the Landlord harmless from
any loss or expense (including attorneys fees) or of any commission claimed by
any broker or agent other than the one named in this paragraph by virtue of
alleged dealings had by such claimant with the Tenant or representative of the
Tenant.
FORTY-NINTH: Wherever Landlord's consent or approval is required hereunder,
such consent or approval shall not be unreasonably withheld or delayed. Without
being limited thereto, this section applies to Article Fourth.
FIFTIETH: It is understood and agreed that this lease is submitted to the
Tenant for signature with the understanding that it shall not bind the Landlord
unless and until it has been executed by the Landlord and delivered to the
Tenant or Tenant's attorney.
FIFTY-FIRST: Any striking out or deletion of any portion of this lease was
done as a matter of convenience for the purpose of execution and the language
omitted is not to be given any effect whatsoever in construing this lease.
OPORTO DEVELOPMENT CORP.
by: /s/ Xxxxxx Xxxxxxx
---------------------------------
XXXXXX XXXXXXX, President
INTERNATIONAL DATA SERVICES
OF NEW YORK, INC.
by: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
XXXXXXXX X. XXXXX, President
7
Notices
Eighteenth.--All notices and demands, legal or otherwise, incidental to
this lease, or the occupation of the demised premises, shall be in writing. If
the Landlord or its agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by registered mail,
addressed to the Tenant at the demised premises, or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door to said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing.
Bankruptcy, Insolvency, Assignment for Benefit of Creditors
Nineteenth.--It is further agreed that if at any time during the term of
this lease the Tenant shall make any assignment for the benefit of creditors, or
be decreed insolvent or bankrupt according to law, or if a receiver shall be
appointed for the Tenant, then the Landlord may, at its option, terminate this
lease, exercise of such option to be evidenced by notice to that effect served
upon the assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued, or any liability then accrued by reason of any agreement or
covenant herein contained on the part of the Tenant, or the Tenant's legal
representatives.
Holding Over by Tenant
Twentieth.--In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease. The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term, and
thereupon be entitled to all the remedies against the Tenant provided by law in
that situation, or the Landlord may elect, at its option, to construe such
holding over as a tenancy from month to month, subject to all the terms and
conditions of this lease, except as to duration thereof, and in that event the
Tenant shall pay monthly rent in advance at the rate provided herein as
effective during the last month of the demised term.
Eminent Domain, Condemnation
Twenty-first.--If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall have no claim or
interest in or to any award of damages for such taking.
Security
Twenty-second.--The Tenant has this day deposited with the Landlord the sum
of $ See Rider paragraph 29 as security for the full and faithful performance by
the Tenant of all the terms, covenants and conditions of this lease upon the
Tenant's part to be performed, which said sum shall be returned to the Tenant
after the time fixed as the expiration of the term herein, provided the Tenant
has fully and faithfully carried out all of said terms, covenants and conditions
on Tenant's part to be performed. In the event of a bona fide sale, subject to
this lease, the Landlord shall have the right to transfer the security to the
vendee for the benefit of the Tenant and the Landlord shall be considered
released by the Tenant from all liability for the return of such security; and
the Tenant agrees to look to the new Landlord solely for the return of the said
security, and it is agreed that this shall apply to every transfer or assignment
made of the security to a new Landlord. The security deposited under the lease
shall not be mortgaged, assigned or encumbered by the Tenant without the written
consent of the Landlord.
provided landlord gives notice to tenant and Transferee acknowledge in writing
receipt of the **
Arbitration
Twenty-third.--Any dispute arising under this lease shall be settled by
arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the
two arbitrators thus chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.
**security to the tenant.
Delivery of Lease
Twenty-fourth.--No rights are to be conferred upon the Tenant until this
lease has been signed by the Landlord, and an executed copy of the lease has
been delivered to the Tenant.
Lease Provisions Not Exclusive
Twenty-fifth.--The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.
Lease Binding on Heirs, Successors, Etc.
Twenty-sixth.--All of the terms, covenants and conditions of this lease
shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its option, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.
Twenty-seventh.--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 nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is delayed in supplying any equipment
or fixtures if Landlord is prevented or delayed from so doing by reason of
governmental preemption in connection with the National Emergency declared by
the President of the United States or in connection with any rule, order or
regulation of any department or subdivision thereof any governmental agency or
by reason of the condition of supply and demand which have been or are affected
by the war.
Twenty-eighth.--This instrument may not be changed orally.
See Rider for additional paragraphs numbered Twenty-ninth through Fifty-first.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
Witness:
- ---------------------------------------
- ---------------------------------------
OPORTO DEVELOPMENT CORP. (Seal)
---------------------------------------
Landlord
By /s/ [ILLEGIBLE]
---------------------------------------
INTERNATIONAL DATA SERVICES
OF NEW YORK, INC. (Seal)
---------------------------------------
Tenant
by: /s/ Xxxxxxxx X. Xxxxx
---------------------------------------
XXXXXXXX X. XXXXX, President
GUARANTY
In consideration of the execution of the within lease by the Landlord, at
the request of the undersigned and in reliance of this guaranty, the udnersigned
hereby guarantees unto the Landlord, its successors and assigns, the prompt
payment of all rent and the performance of all of the terms, covenants and
conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment of
performance of any of the terms and conditions of the said lease the Landlord
may grant the Tenant, and further consenting to the assignment and the
successive assignments of the said lease, and any modifications thereof,
including the sub-letting and changing of the use of the described premises, all
without notice to the undersigned. The undersigned agrees to pay the Landlord
all expenses incurrred in enforcing the [ILLEGIBLE] of the Tenant under the
within lease and in enforcing this guaranty.
Witness: (SEAL)
----------------------------- ---------------------------------
(SEAL)
----------------------------- ---------------------------------
Date:
--------------------------------
Lease
================================================================================
Landlord
to
Tenant
================================================================================
Premises leased:
From:
---------------------------------------------------------------------------
To:
-----------------------------------------------------------------------------
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received the undersigned Tenant hereby assigns all of said
Tenant's right, title and interest in and to the within lease from and after
unto heirs, successors, and
assigns, the demised premises to be used and occupied for
and for no other purpose, it being expressly agreed
that this assignment shall not in any manner relieve the undersigned assignor
from liability upon any of the covenants of this lease.
Witness: (SEAL)
----------------------------- ---------------------------------
(SEAL)
----------------------------- ---------------------------------
Date:
--------------------------------
In consideration of the above assignment and the written consent of the
Landlord thereto, the undersigned assignee, hereby
assumes and agrees from and after to make all payments
and to perform all covenants and conditions provided in the within lease by the
Tenant therein to be made and performed.
Witness: (SEAL)
----------------------------- ---------------------------------
(SEAL)
----------------------------- ---------------------------------
Date:
--------------------------------
CONSENT TO ASSIGNEMENT
The undersigned Landlord hereby consents to the assignment of the within
lease to on the express conditions that the original
Tenant , the assignor, herein, shall remain liable for
the prompt payment of the rent and the performance of the covenants provided in
the said lease by the Tenant to be made and performed, and that no further
assignment of said lease or sub-letting of any part of the premises thereby
demised shall be made without the prior written consent of the undersigned
Landlord.
---------------------------------------
Landlord
Date: By
-------------------------------- ------------------------------------
