STANDARD FORM OF OFFICE LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
AGREEMENT OF LEASE, made as of this 10th day of December, 1999 between DAH
XXXXX XXXX TRADING CORPORATION, a New York corporation having an office at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, party of the first part, hereinafter
referred to as "Landlord" or "Owner", and 0XXXXXXX.XXX, INC., having an office
at 00000 Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000, party of the second part,
hereinafter referred to as "Tenant".
WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the premises (hereinafter called "premises", "demised premises" or
"Premises") known as suite 1201, substantially as crosshatched on the floor
plans annexed hereto as Exhibit A, in the building known as 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx (hereinafter called "building" or "Building"), for the term
(hereinafter called "term" or "Term") to commence upon substantial completion of
Landlord's Work as mentioned in Article 47J (hereinafter called the
"Commencement Date"), and to end on the date that is five years thereafter
(hereinafter called "Expiration Date"), or until such term shall sooner cease
and expire as hereinafter provided, both dates inclusive, at an annual rental as
described In Article 38 (together with the sums payable pursuant to Article 49,
hereinafter called "rent" or "Fixed Rent"), together with all other sums of
money as shall become due and payable by Tenant under this lease (hereinafter
called "additional rent" or "Additional Rent") which Tenant agrees to pay 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 Landlord or such other place as Landlord 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
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default In the payment of rent to Landlord
pursuant to the terms of another lease with Landlord or with Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant add the amount of such arrearages to any monthly installment of rent
payable hereunder and the same shall be payable to Landlord as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives,.
successors and assigns, hereby covenant as follows:
Rent: 1. Tenant shall pay the rent as above and as hereinafter
provided.
Occupancy: 2. Tenant shall use and occupy the demised premises for general
office and for no other purpose.
Tenant Alterations:
3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent(*1). 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 in each instance by Owner (*2). Tenant
shall, before making any alterations, additions, installations or improvements,
at its expense, obtain all permits, approvals and certificates required by an
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 acid 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 die building of which the same forms a part,
for work claimed to have been done for, or materials furnished to, Tenant,
whether or not done pursuant to this article, the same shall be discharged by
Tenant within thirty days thereafter, at Tenant's expense, by payment or 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 on Tenant's behalf, shall, upon installation, become the property of
Owner and shall remain upon and be surrendered 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 right thereto and to
have them removed by Tenant in which event tile same shall be removed from the
premises by, Tenant prior to the expiration of the lease, at Tenant's expense.
Nothing to 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, Tenant's expense.
Maintenance 4. Tenant shall, throughout the term of this lease, take good
care
and of the demised premises and the fixtures and appurtenances
therein.
Repairs: Tenant shall be responsible for all damage or injury to the
demised
premises or any other part of the building and the systems and
equipment thereof, whether requiring structural or nonstructural repairs caused
by or resulting from carelessness, omission, neglect or improper conduct of
Tenant. Tenant's subtenants, agents, employees, Invitees or licensees, or which
arise out of any work, labor, service or equipment done for or supplied to
Tenant or any subtenant or arising out of the installation, use or operation of
the property or equipment of Tenant or any subtenant. Tenant shall also repair
all damage to the building and the demised premises caused by the moving of
Tenant fixtures, furniture and equipment. Tenant shall promptly make, at
Tenant's expense, all repairs in and to the demised premises for which Tenant is
responsible, using only the contractor for the trade or trades in question,
selected from a list of at least two contractors per trade submitted by Owner.
Any other repairs in or to the bullding or the facilities and systems thereof
for which Tenant is responsible shall be performed by Owner at the Tenant's
expense. Owner shall maintain in good working order and repair the exterior and
the structural pardons of the building, including the structural portions of its
demised remises, and the public portions of the building interior and the
building plumbing, electrical, heating and ventilating systems (to the extent
such systems presently exist) serving the demised premises. Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be responsible hereunder. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the budding or the demised premises or in and to the fixtures, appurtenances or
equipment thereof. It is specifically agreed that Tenant shall not be entitled
to any setoff or reduction of rent by reason of any failure of Owner to comply
with the covenants of this or any other article of this Lease. Tenant agrees
that Tenant's sole remedy at law in such instance will be by way of an action
for damages for breach of contract. The provisions of this Article 4 shall not
apply in the case of fire or other casualty which are dealt with In Article 9
hereof.
Window 5. Tenant will not clean nor require, permit, suffer or allow
any window
Cleaning: in the demised premises to be cleaned from the outside is
violation of Section 202 of the 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 6. Prior to the commencement of the lease term, if Tenant is
then
of Law, in possession, and at all times thereafter, Tenant, at Tenant's
Fire Insurance, sole cost and expense, shall, promptly comply wide all
present
floor Loads: 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, Insurance
Services Office, or any similar body which shall impose any violation, order or
duty upon Owner or Tenant wide respect to the demised premises, whether or not
arising out of Tenant's use or manner of use thereof, (including Tenant's
permitted use) 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). 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 may, after
securing Owner to
Owner's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or by
surety bond in an amount and in a company attorney's to Owner, contest and
appeal any such law, ordinances, orders, rules, regulations or requirements
provided same is done with all reasonable promptness and provided such appeal
shall not subject Owner to prosecution for a criminal offense or constitute a
default under any lease or mortgage under which Owner may be obligated, or cause
the demised premises or any part thereof to be condemned or vacated. Tenant
shall not do or permit any actor ,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 , fine or other policies of insurance at any time carried by, or for
the benefit of Owner with respect
to the demised premises or the building of which the demised premises formal or
which shall or might subject Owner to any liability or responsibility to any
person of for property damage. Tenant shall not keep anything in the demised
premises except as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating or other authority having jurisdiction,
and then only in such manner and
such quantity so as not to increase the rate for fire insurance applicable to
the building, nor use the premises in a manner which will increase the insurance
rate for the building or an property located therein over that in effect prior
to the commencement of Tenant's occupancy. 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 this article and if by reason of
such failure the fire insurance rate shall, at
the beginning of this 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, 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 the New York Fire Insurance Exchange, or other 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 rates
then applicable to said premises. Tenant shall not place a load upon any floor
of the demised premises the floor load per square foot area which it was
designed to carry and 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 settings sufficient, in Owner's
judgement, to absorb and prevent vibration noise and annoyance.
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 from time to time execute promptly any certificate that Owner may
request.
Property 8. Owner or its agents shall not be liable for any damage to
Loss, Damage property of Tenant or of others entrusted to employees of
Reimbursement the building, nor for loss of or damage to any property of
Indemnity: 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, or 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 other
tenants or persons in, upon or about said building or caused by operations is
construction of any private, public or quasi public work. If at any time any
windows of the demised premises are temporarily closed, darkened or bricked up
(or permanently closed, darkened or bricked up, if required by law) for any
reason whatsoever including, but not limited to Owner's own acts, Owner shall
not be liable for any damage Tenant may sustain thereby and Tenant shall not be
entitled to any compensation therefor not abatement or diminution of rent nor
shall the same release Tenant from its obligations hereunder nor constitute an
eviction. 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
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct of
the Tenants Tenant's agents contractors, employees, invitees or licensees.
Tenant s liability under this lease extends to the acts and omissions of any
sub-tenant, and any agent, any contractor, employee invitee or licensee of any
sub-tenant. In case 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 approve ,by Owner
in writing, such approval not to be unreasonably withheld.
Destruction 9.(a) If the premises or any part thereof shall be damaged by
fire
Fire and Other or other casualty, Tenant shall give immediate notice thereof
Casualty: to Owner 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
and other items of additional rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the of the premises which is usable. 8 If the demised premises am totally
damaged or rendered wholly unusable by fire or other casualty, then the rent and
other items of additional rent as hereinafter expressly provided shall be
proportionately paid up to the time of the casualty and thenceforth shall cease
until the data when the premises shall have been repaired and restored by Owner
(or sooner preoccupied in part by Tenant then rent shall be apportioned as
provided in subsection (b) above), 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, or 30 days, after adjustment of the insurance claim for
such fire or casualty, whichever is sooner, specifying a date for the expiration
of the lease, which date shall
______________________________
Rider to be added if necessary.
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 surrender and vacate the premises without
prejudice however, to Landlord's rights and remedies against Tenant under the
leases in effect prior to such termination, and any rent owing shall provision
paid up to such date and any payments of rent made by Tenant which were on
account of shall any period subsequent to such date 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 8
hereof, with all reasonable expedition, subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Owners control. After any
such casual Tenant shall cooperate with Owner's restoration by removing from
premises as promptly as reasonably possible, all of Tenant's salvageable
inventory and moveable 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,
including obligation to restore under subparagraph (b) above, each party
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 is in force and collectible and to the
extent permitted by law, Owner and Tenant each hereby releases and waives all
right of recovery with respect to subparagraphs (b), (d), and (e) above, against
the other or any one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any
personal property, equipment, trade fixtures, goods and merchandise located
therein. 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. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums then the party
benefitting from the waiver shall pay such premium within coverage shall be days
after written demand or be deemed to have agreed that the party obtaining
insurance shall be free of any further obligation under, the provisions hereof
with respect to waiver of subrogation. Tenant acknowledges that Owner will not
carry insurance on Tenant's furniture for furnishings or fixtures or equipment,
improvements, or obligated a appurtenances removable by Tenant end agree that
Owner will not repair any damage thereto or replace the same. (f) Tenant here
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 10. If the whole or any part of the demised premises
Domain: 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 Tenant shall have no claim for the
value of any unexpired term of lease and assigns to Owner, Tenant's entire
interest in any such award. Tenant shall have the right to make an independent
claim to the condemning authority for the value of Tenant's moving expenses and
property, trade fixtures is entitled he terms of the low equipment, provided
Tenant is entitled pursuant to the terms of the lease to remove such property,
trade fixture equipment at the and of the term provided further such claim does
not reduce Owner's award.
Assignment 11. Tenant, for itself, its heirs, distributees, executors
Mortgage, administrators, legal representative, successor and assigns,
Etc. expressly covenants that it shall not assign, mortgage or
encumber
mortgage or encumber this agreement, no underlet or suffer or permit
the demised premises or any part thereof to used by others, without the prior
written consent of Owner in each instance (*3). Transfer of the majority of the
stock of a corporate Tenant or the majority partnership interest of the majority
of the stock of a corporate Tenant shall be deemed an assignment. 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 this 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
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 12. Rates and conditions in respect to submetering or rent
Current: inclusion, as the case may be, to be added in RIDER attached
hereon. Tenant covenants and agrees that its use of electric current
shall not exceed the capacity 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 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 13. Owner or Owner's agents shall have the right(but shall
not be
Premises: 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
replacements and improvements as Owner may deem necessary and replacements
desirable to the demised premises or to any other portion of the building or
which Owner may elect to perform. Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and through the demised promises and to
erect new pipes and conduits therein provided they are concealed within the
walls, floor, or ceiling. Owner may, during ,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 mortgagees of the building ,and
during the last six months of the term for the purpose of showing a same to
prospective tenants. If Tenant is not present to open and permit an entry the
demised premises, Owner or Owner's agents may enter the a same whenever such
entry may be necessary or permissible by master key or forcibly and provided
reasonable care is exercised to safeguard Tenant's property, such a shall not
render Owner or its agents liable therefor, nor in any event the obligations of
Tenant hereunder be affected. If during the last month of the term Tenant shall
have removed all or substantially all of Tenant's property therefrom Owner may
immediately enter, alter, renovate or redecorate the demised promises 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.
Vault, 14. No Vaults, vault space or area, whether or not enclosed or
Vault Space, covered not within the property line of the building is leased
Area: 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 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 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 cancelled by Owner 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: (1) the commencement of a
case in bankruptcy or under the laws 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 promises 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 fair
and reasonable rental value of the demised 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 percent
(4%)per annum. If such promises 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 re-letting 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 farm of the re-letting. Nothing herein contained shall limit
or 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 shah be taken or occupied by someone other than Tenant; or
if this lease be rejected under Section 235 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 thirty
(30) days after the commencement of the term of this lease, then, in any or more
of such events, upon Owner serving a written (*4)notice upon Tenant specifying
the nature of said default an expiration of said (*4) to comply with or remedy
such default, or the said default or
omission complained of shall be of a nature that the same cannot be completely
cured or remedied within said (*4), and if Tenant shall not have diligently
commenced curing such default within such (*4) and shall not thereafter with
reasonable diligence and in good faith, proceed remedy or cure such default,
then Owner may serve a written five (5) days notice of cancellation of this
lease upon Tenant, and upon the expiration of, said five (5) days this lease
and the term thereunder shall end and expire as fully and completely as if the
expiration of such five (5) 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 (1) 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 part of either or in making any other payment in
herein required; then and in any of such events(*5). 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, and Tenant hereby waives the
service of notice of intention to re-enter or to institute legal proceedings to
that end. If Tenant shall make default hereunder prior to the date fixed as the
commencement terminate such renewal extension agreement by written notice.
Remedies of 18. In case of any such default, re-entry , expiration and/or
Owner and dispossess by summary proceedings or otherwise,(a) the rent
Waiver of shall become due thereupon and be paid up to the time of such
Redemption: re-entry, 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 term, 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 8 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 covenanted to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of thus 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 reasonable 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 and any suit
brought to collect the amount deficiency for any month shall not prejudice in
any way the rights of Owner to collect the deficiency for any subsequent month
by a similar proceeding. 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 hereunder as aforesaid. 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 rents collected over the sums payable by
Tenant to Owner hereunder. In the event of a breach or threatened breach by
Tenant of 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 in
the event of Tenanting evicted or dispossessed for any cause, or in the event
,of Owner obtaining possession of demised premises, by reason of the violation
by Tenant of any of the covenants and conditions of this lease, or otherwise.
Fees and 19. If Tenant shall default in the observance or performance
of
Expenses: 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, after notice if required and upon expiration of any
applicable grace period if any, (except in an emergency),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. If
Owner, in connection with the foregoing or connection with any default by Tenant
in the covenant to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to reasonable
attorneys' fees, in instituting, prosecuting or defending any action or
proceeding, and prevails to any such action or proceeding then Tenant will
reimburse owner for such sums so paid or obligations incurred wide interest ate
casts. The foregoing expenses incurred by reason of Tenant's default shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Owner
within ten (10) days of rendition of any xxxx or statement to Tenant therefor.
If Tenant a 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.
Building 20. Owner shall have the right at any time
Alterations without the same constituting an eviction and with
and the incurring liability to Tenant therefor to change
Management: Management arrangement 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. There shall be no allowance to Tenant for diminution of
rental value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from owner or other Tenants making any
repairs in the building or any such alterations, additions and improvements.
Furthermore, Tenant shall not have any claim against Owner by reason of Owner's
imposition of such controls of the manner of access to the building by Tenant's
social or business visitors as the Owner may deem necessary for the security of
the building and its occupants.
No Repre- 21. Neither Owner nor Owner's agents have made any
representations
sentations or promises with respect to the physical condition of the
building,
by Owner: 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 rights, easements or licenses are acquired by Tenant by
expressly set 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
is whole or in part, unless such executory agreement is in writing and signed by
the against whom enforcement of the change, modification, discharge or a
abandonment is sought.
End of 22. Upon the expiration or other termination of the
Term: term of this lease, Tenant shall quit and surrender to
Owner the demised premises, broom clean, in good order and condition,
ordinary wear and damages which Tenant is not required to repair as provided
elsewhere la this lease 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 is 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 holiday in which case it shall
expire at noon on the preceding business day.
Quiet 23. Owner covenants and agrees with Tenant that upon Tenant
Enjoyment. paying the rent and additional rent and observing and
performing
all the terms observing and performing all the terms covenants and
conditions, on Tenant's part to be observed and performed tenant may peaceably
and quietly ahoy the premises hereby demised, subject, nevertheless, to the
terms and conditions of this lease including, but not limited to, Article 31
hereof and to the ground leases, underlying leases and mortgages here in before
mentioned.
Failure 24. If Owner is unable to give possession of the demised
premises
to Give on the date of the commencement of the term hereof,
Possession: because of the holding-over or retention of possession
of any tenant, undertenant or occupants or if the demised premises are
located in a building being constructed, because such building has not been
sufficiently completed to make the premises 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 Owner's inability to obtain possession or complete
construction) until after Owner shall have given Tenant written notice that the
Owner is able to deliver possession in condition this lease(*6) If permission is
given to Tenant to enter into possession of the demised premises prior 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
possession and/or occupancy shall be deemed to be under the terms, covenants,
conditions and of this lease except the obligation to pay the fixed annual rent
set forth In the preamble to this lease. 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: 25. 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 runt and/or additional rent with knowledge of
the breach of any covenant of thin 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
an 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 26. It is mutually agreed by and between Owner and
Trial by Jury: 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 proceeding or action for possession
including a summary proceeding for possession of the premises, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceeding including a counterclaim under Article 4 except for statutory
mandatory counterclaims.
Inability to 27. This Lease and the obligation of Tenant to pay rent
hereunder
Perform: 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 make, or is delayed in making any repair, additions,
alterations or decorations or is unable to
supply or is delayed in supplying any equipment, fixtures, or other materials if
Owner is prevents or delayed from so doing by reason of strike or labor troubles
or any cause whatsoever including, but not limited to, government preemption or
restrictions 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 which have been or are
affected, either directly or indirectly, by war or other emergency.
Bills and 28. Except as otherwise in this lease provided, a xxxx,
Notices; 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
________________________________
Rider to be added if necessary.
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 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.
Services 29. As long as Tenant is not in default under any of the
covenants of this
Provided by lease beyond the applicable a grace Period provided in this
Owners: lease for the curing of such faults, Owner, shall provide:
(a) necessary elevator facilities on business days from 8 a.m. to 6 p.m.
and have one elevator subject to call at all other times; (b) heat to the
demised premises when and as required by law, on business days from 8 a.m. to 6
P.M.; (c)water for ordinary lavatory purposes, but if Tenant uses or consumes
water for any other purpose purposes or in unusual quantities (of which fact
Owner shall be the sole judge),Owner may install water meter at Tenant's expense
which Tenant thereafter maintain at Tenant's expense in good working order and
repair to register such water consumption and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are
rendered; (d) cleaning service for the demised premises on business, days at
Owner's expense provided that the same are kept in order by Tenant. If, however,
said premises an to be kept clean by Tenant, it shall be done; at Tenant's
sole-expense, in a manner reasonably satisfactory to Owner and no one other than
persons approved by Owner shall be permitted to enter said premises or the
building of which they are a part for such purpose. Tenant shall pay Owner the
cost of removal of any of Tenant's refuse and rubbish from the building; ; (e)
if the demised premises are serviced by Owner's air conditioning cooling and
ventilating system, air conditioning/cooling will be furnished to tenant from
May 15th through September 30th on business days (Mondays through Fridays,
holidays excepted) from 8:00 a.m. to 6.00 p.m., and ventilation will be
furnished on business days during the aforesaid hours except when air
conditioning/cooling is being furnished as aforesaid. If Tenant requires air
conditioning/cooling or ventilation for more extended hours or on Saturdays,
Sundays or on holidays, as defined under Owner's contract with Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense.
___________RIDER to be added in respect to rates and conditions for such
additional service; (f) Owner reserves the right to stop, services of the
heating, elevators, plumbing, air-conditioning, electric, power systems or
cleaning or other services, if any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably required by reason thereof.
If the building of which the demised premises are a part supplies manually
operated elevator service Owner at any time may substitute automatic control
elevator service and proceed diligently with alterations necessary therefor
without in any wise affecting this lease or the obligation of Tenant hereunder.
Captions: 30. 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 provisions thereof.
Definitions: 31. The term "office", or "offices", wherever used in this
lease, shall not be construed to mean premises used as a store or
stores, for the sale or display, at any time, of goods wares or merchandise, of
any kind, or as a restaurant, shop, booth, bootblack or other stand, xxxxxx
shop, or for other similar purposes or for manufacturing. The term "Owner" means
a landlord or lessor, and 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 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 or 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, Sundays and all days as observed by the State or
Federal Government as legal holidays and those designated as holidays by the
applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to HVAC service. Wherever
it is expressly provided in this lease that consent shall not be unreasonably
withheld, such consent shall not be unreasonably delayed.
Adjacent 32. If an excavation shall be trade upon land adjacent to the
Excavation- demised premises or shall be authorized to be made, Tenant
shall
Shoring: 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 33. Tenant and Tenant's servants, employees, agents,
visitors,
Regulations: 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 owner or Owner's agents, the
parties hereto agree to submit the question on 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 Tenants part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Owner within fifteen
(15) 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.
Security 34.Tenant deposited $55,776.00 with Owner the sum of as
security for the
faithful performances and observance by Tenant of the forms, provisions
and conditions of this lease; it is agreed that to 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 tent 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 say of the terms,
covenants and conditions of this lease, including but not limited to, arty
damages or deficiency in the re-letting of the premises, whether, such damages
of deficiency accrued before or after 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 and of the Lease and after
delivery of entire possession of the demised promises to Owner. In the event of
a sale of the land and 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
said 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 assignor
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.
Estoppel 35. Tenant, at any time, and from time to time, upon
Certificate: at least 10 days' prior notice by Owner, shall execute,
acknowledged
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 to which the rent have been paid, and stating whether or not there exists
any default by Owner under this Lease, and, if so ,specifying each such default.
Successors 36. The covenants, conditions and agreements contained
and Assigns: is this lease shall bind and inure to the benefit
of Owner sad Tenant and their respective heirs, distributees,
executors, administrators, successors except as otherwise provided in this
lease, their assigns. Tenant shall look only to Owner's estate and interest in
the lead sad building, for the satisfaction of Tenant's remedies for the
collection of a judgment (or other judicial process) against Owner in the event
of nay default by Owner hereunder, and no other
property or assets of such Owner ( or any partner, member, officer or director
thereof, disclosed or undisclosed), shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to this lease, the relationship of Owner and Tenant hereunder, or
Tenant's use and occupancy of the demised premises.
Space to be filled In or deleted.
Landlord will except on letter of credit of cash
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: DAH XXXXX XXXX TRADING CORPORATE
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
0XXXXXXX.XXX, INC.
Witness for Tenant:
/s/ Xxxxxx Xxxxxx
for 0XxxXxxx.xxx, Inc.
ACKNOWLEDGEMENTS
CORPORATE OWNER . CORPORATE TENANT
STATE OF NEW YORK, ss.:_______ STATE OF NEW YORK,.
ss:________
County of ____________________ County of ________________
On this ____day of ____ , 19 _____ , On this _____day of ____,
19 ___,
before me personally came ________ , before me personally came,
to me known, who being by me duly sworn, to me known, who being by me
duly sworn;
did depose and say that did depose and say that
he resides in _______________________ he resides in
_____________________
that he is the ____________ of __________ that he is the ____________
of ________
the corporation described in and which the corporation described in and
which
executed the foregoing executed the foregoing
instrument, as OWNER; that he knows the instrument, as Tenant; that he
knows
seal of said corporation; the seal of said corporation;
the seal affixed to said instrument is the seal affixed to said
instrument is
such corporate seal; such corporate seal; that it was
so affixed by order of the Board of Directors so affixed by order of the
Board of
of said corporation, and that Directors of said corporation, and
that
he signed his name thereto by like order. he signed his name thereto by like
order.
INDIVIDUAL OWNER INDIVIDUAL TENANT
STATE OF NEW YORK, ss.: __________ STATE OF NEW YORK, ss.:
County of _______________ County of _______________
On this __________ day of ______, 19_____, On this __________ day of
_________, 19_____,
before me personally came________________ before me personally
came____________
to be known and known to me to be to be known and known to me to
be the
the individual individual
described in and who, as OWNER, described in and who, as OWNER,
executed
executed the foregoing instrument the foregoing instrument
and acknowledged to me that ____________he and acknowledged to me
that__________ he
executed the same. executed the same.
RIDER
To Printed Form of Lease
Between
DAH XXXXX XXXX TRADING CORP., as Landlord,
And 0XXXXXXX.XXX, INC., as Tenant
*1. which consent shall not be unreasonably withhold
*2. which approval shall not be unreasonably withhold
*3. which consent shall not be unreasonably withhold
*4. twenty (20)
*5. after Tenant's opportunity to cure said default has expired
*6. if Owner can not deliver the Premises to the Tenant to take possession
within 45 days of the commencement of the term of this lease, Tenant may of its
option terminate this lease and all deposits shall be returned to the tenant
unless the delay is caused by the tenant.
STANDARD RIDER ANNEXED TO
AGREEMENT OF LEASE BETWEEN
DAH XXXXX XXXX TRADING CORPORATION,
AS LANDLORD, AND 0XXXXXXX.XXX, INC.,
AS TENANT
LATE PAYMENT CHARGE:
37. A. If Tenant fails to pay any Fixed Rent or Additional Rent within five
(5) business
days after the date the same is due, Tenant shall pay a late charge of $.05 for
each $1.00 which thereafter remains unpaid to compensate Landlord for additional
expenses incurred by Landlord in processing such late payment and such payment
shall be deemed to be Additional Rent due upon demand by the Landlord.
B. If Tenant fails to pay when due any installment or payment of Fixed Rent
or Additional Rent for ten (10) business days after the date on which it is due,
Tenant shall pay Interest thereon at a rate ("Interest Rate") equal to the
lesser of 15% per annum or the maximum legal rate from the due date of such
installment or payment to the date of payment thereof, and such interest shall
be deemed to be Additional Rent due upon demand by the Landlord
FIXED RENT; RENT RESTRICTIONS; CPI ESCALATION:
38. A. The Fixed Rent (exclusive of any portion thereof payable for electric
current as provided in Article 49), shall be $95,616 per annum payable $7,968.00
per month.
a. The Fixed Rent and Additional Rent is due and payable, in advance, on
the first day of each month. If the Rent Commencement Date shall not occur on
the first day of a calendar month, the Fixed Rent for such calendar month shall
be prorated on a per diem basis, and Landlord shall credit the excess amount
paid on the execution of this Lease toward the payment of Fixed Rent for the
next succeeding calendar month
B. If the Fixed Rent or any Additional Rent shall be or become
uncollectible by virtue of any law or governmental order, Tenant shall take such
action (without additional expense to Tenant) as Landlord may request, as may be
legally permissible, to permit Landlord to collect the maximum Fixed Rent and
Additional Rent which may, from time to time during the continuance of such
legal rent restriction, be legally permissible, but not in excess of the amounts
of Fixed Rent or Additional Rent payable under this lease. Upon the termination
of such legal rent restriction prior to the Expiration Date, (a) the Fixed Rent
and Additional Rent, after such termination, shall become payable under this
lease in the amount of the Fixed Rent and Additional Rent set forth in this
lease for the period following such termination, and (b) Tenant shall pay to
Landlord, if legally permissible, an amount equal to (i) the Fixed Rent and
Additional Rent which would have been paid pursuant to this lease, but for such
rent restriction, less (ii) the Fixed Rent and Additional Rent paid by Tenant to
Landlord during the period that such rent restriction was in effect.
C. The Fixed Rent shall be increased as of the first day of each calendar
year of the Term to be equal to the product obtained by multiplying the annual
Fixed Rent then in effect by a fraction, the numerator of which is the CPI Index
(hereinafter defined) for December of the preceding year (the "Then Ended Year")
and the denominator of which is the CPI Index for December of the calendar year
preceding the Then Ended Year.
(a) As used herein, the term "CPI Index" shall mean the Consumer Price
Index for all Urban Consumers for New York-Northeastern New Jersey, All Items
(1982-84 = 100) as published by the Bureau of Labor Statistics of the United
States Department of Labor or any successor thereto.
(b) In the event that the CPI Index (or successor or substitute index)
is not available, the next most comparable governmental publication shall be
used as the index.
(c) In no event shall any provision of this Article 38C dealing with
adjustments to the annual Fixed Rent be construed so as to reduce the annual
Fixed Rent below the annual Fixed Rent payable for the prior payment period.
(d) Landlord shall cause a statement of any increase in the Fixed Rent
provided for in this Article 38C to be prepared and delivered to Tenant in
January of each year. Any delay or failure of Landlord in computing or billing
for the additional Fixed Rent here in above provided shall not constitute a
waiver or in any way impair the continued obligation of Tenant to pay such
increased Fixed Rent. Upon receipt of such statement from Landlord, Tenant shall
pay to Landlord an amount equal to the difference between the Fixed Rent then
being paid by Tenant and the Fixed Rent set forth in such statement as increased
pursuant to this Article 38C. After receipt of such statement, Tenant shall pay
to Landlord the Fixed Rent in accordance with such statement until receipt of a
new statement
(e) Tenant shall pay any increase in Fixed Rent pursuant to this Article 38C
as of
January 1, 2001, and as of the first day of each calendar year of the Term
thereafter.
ADDITIONAL CLEANING:
39. A. Tenant shall pay to Landlord on demand Landlord's charges for
cleaning work
in the Premises or the Building required because of (i) misuse or neglect on the
part Tenant or its agents, employees, contractors, subcontractors or
visitors,(ii) use of portions of the Premises for preparation, serving, or
consumption of food or beverages, data processing or computer operations,
private lavatories or toilets, or other
special purposes requiring greater or more difficult cleaning work than office
areas,
(iii) interior glass surfaces, (iv) non building standard materials or finishes
installed by Tenant or at its request and (v) increases in frequency or scope in
any of the items set forth on Exhibit C as shall have been requested by Tenant.
B. If Tenant is permitted hereunder to and does have a separate area for
the storage, preparation, service or consumption of food or beverages in the
Premises Tenant, at Tenant's expense, shall cause all portions of the remises so
used to be cleaned daily in a manner satisfactory to Landlord, and to be
exterminated against infestation by vermin, roaches or rodents regularly and, in
addition, whenever there shall be evidence of any infestation.
C. The cleaning services required to be furnished by Landlord hereunder may
be furnished by a contractor or contractors employed by Landlord and Tenant
agrees that Landlord shall not be deemed in default of any of its cleaning
obligations hereunder unless such default shall continue for an unreasonable
period of time after notice from Tenant to Landlord setting forth the specific
nature of such default.
DESIGNATED SUPPLIERS:
40. Only Landlord, or any one or more persons, firms or corporations
authorized in writing by Landlord, which authorization shall not be unreasonable
withheld shall be permitted to
(i) furnish laundry, linen, towels, bootblacking, barbering, plant care,
drinking water, ice and other similar supplies and services to tenants and
occupants of the Building and (ii) act as maintenance contractor for any waxing,
polishing, lamp replacement, cleaning and maintenance work in the Premises.
Landlord may fix, in its absolute discretion, at any time and from time to time,
the hours during which and the regulations under which such supplies and
services are to be furnished. Landlord expressly reserves the right to act as or
to designate, at any time and from time to time, a n exclusive supplier of all
or any one or more of such supplies and services, provided that the quality
thereof and the charges therefor are reasonably comparable to that of other
suppliers or contractors, and Landlord expressly reserves the right to exclude
from the Building any person, firm or corporation attempting to furnish any of
such supplies or services, but not so designated by Landlord. Landlord expressly
reserves the right to exclude from the Building any person, firm or corporation
attempting to deliver or purvey any food or beverages, provided, however, that
Tenant or regular office employees of Tenant who are not employed by any
supplier of such food or beverages or by any person, firm or corporation engaged
in the business or purveying such food or beverages, may bring food or beverages
into the Building for consumption within the Premises by Tenant or the employees
of Tenant, but not for resale to or for consumption by any other tenant, or the
employees or guests of any other tenant. Landlord may fix in its absolute
discretion, at any time and from time to time, the hours during which, and the
regulations under which food and beverages may be brought into the Building by
Tenant or its employees. However, Tenant and its regular office employees may
personally bring food or beverages into the Building for consumption within the
Premises solely by Tenant, its regular office employees and invitees. In all
events, all food and beverages shall be carried m closed containers. Only
Landlord or any one or more persons, firms or corporations, authorized in
writing by Landlord shall be permitted to act as contractor or subcontractor for
any work to be performed in accordance with this lease. Landlord expressly
reserves the right to act as or to designate, at any time and from time to time,
an exclusive construction contractor, and Landlord expressly reserves the right
to exclude from the Building any person, firm or corporation attempting to act
as construction contractor in violation hereof. In the event Tenant shall employ
any contractor, such contractor and any subcontractor shall agree to employ only
such materials and such labor as will not result in labor disputes, strikes or
jurisdictional disputes with other contractors, mechanics, or laborers engaged
by Tenant, Landlord or others. Tenant, upon demand of Landlord, shall cause all
materials, contractors, mechanics or laborers causing such difficulty, strike or
dispute to leave or be removed from the Building immediately. Tenant will inform
Landlord in writing of the names of any contractor or subcontractor Tenant
proposes to use in the Premises at least ten (10) days prior to the beginning of
work by such contractor or subcontractor.
BROKERAGE:
41. Tenant represents that in the negotiation of this lease it dealt with no
broker or brokers other than Newmark & Company Real Estate, Inc. And Xxxxxxx &
Xxxxxxxxx, Inc. Tenant hereby agrees to indemnify and hold Landlord harmless
from and against any and all claims, liabilities, suits, costs and expenses
including reasonable attorneys' fees and disbursements arising out of any
inaccuracy or alleged inaccuracy of the above representation. Landlord shall
have no liability for any brokerage commissions arising out of a sublease or
assignment by Tenant. The provisions of this Article shall survive the
expiration or sooner termination of this lease.
ESTOPPEL CERTIFICATE:
42. Tenant shall at any time and from time to time upon not less than ten
(10) days' prior notice from Landlord, execute, acknowledge and deliver to
Landlord a statement in writing setting forth the Commencement Date, the
Expiration Date and the Fixed Rent and certifying (i)that this lease is
unmodified and in full force and effect (or if there has been any modification,
that the same is in full force and effect as modified and stating the
modification), (ii) the dates to which the Fixed Rent and Additional Rent have
been paid in advance, if any, (iii) whether or not to the knowledge of Tenant,
Landlord is in default in performance of any of its obligations under this lease
and, if so, specifying each such default of which Tenant may have knowledge,
(iv) whether Tenant has accepted possession of the Premises, (v) whether Tenant
has made any claim against Landlord under this lease and, if so, the nature
thereof and the dollar amount, if any, of such claim, (vi) whether there exist
any offsets or defenses against enforcement of any of the terms of this lease
upon the part of Tenant to be performed, and, if so, specifying the same, and
(vii) such further information with respect to this lease or the Premises as
Landlord may reasonably request, it being intended that any such statement
delivered pursuant hereto shall be binding upon Tenant and may be relied upon by
Landlord and by any prospective purchaser of the Real Property and/or the
Building or any part thereof or of the interest of Landlord in any part thereof,
by any mortgagee or prospective mortgagee thereof, by any lessor or prospective
lessor thereof, by any lessee or prospective lessee thereof, or by any
prospective assignee of any mortgage thereof.
NON-LIABILITY
43. A. Neither Landlord nor Landlord's agents, officers, directors,
shareholders,
partners or principals (disclosed or undisclosed) shall be liable to Tenant or
Tenant's agents, employees, contractors, invitees or licensees or any other
occupant of the Premises, and Tenant shall save Landlord, any mortgagee of the
Building and/or the land on which the Building is located (the "Land"; the Land
and the Building, collectively, the "Real Property") and their respective
agents, employees, contractors, officers, directors, shareholders, partners and
principals (disclosed or undisclosed)harmless from any loss, costs, liability,
claim, damage, expense (including reasonable attorneys' fees and disbursements),
penalty or fine incurred in connection with or arising from any injury to Tenant
or to any other person or for any damage to, or loss (by theft or otherwise)of,
any Tenant's property or of the property of any other person, irrespective of
the cause of such injury damage or loss (including the acts or negligence of any
tenant or of any owners or occupants of adjacent or neighboring property or
caused by operations in construction of any private, public or quasi-public
work) unless due to the negligence of Landlord or Landlord's agents without
contributory negligence on the part of Tenant, its employees, agents,
contractors, invitees or licensees, it being understood that no property, other
than such as might normally be brought upon or kept in the Premises as
incidental to the reasonable use of the Premises for the purposes herein
permitted will be brought upon or be kept in the Premises; to the extent of the
limit of liability of tenant insurance as outlined below paragraph 44 herein,
that even if due to any such negligence of Landlord or Landlord's agents, Tenant
waives, to the full extent permitted by law, any claim for consequential damages
in connection therewith and Landlord and Landlord's agents shall not be liable,
to the extent of Tenant s insurance coverage, for any loss or damage to any
person or property even if due to the negligence of Landlord or Landlord's
agents. Any Building employee to whom any property shall be entrusted by or on
behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to
such property and neither Landlord nor Landlord's agents shall be liable for any
loss of or damage to any such property by theft or otherwise.
B. Neither any (a) performance by Landlord, Tenant or others of any repairs,
alterations or improvements in or to the Real Property, Building or Premises,
(b) failure of Landlord or others to make any such repairs or improvements, (c)
damage to the Building, Premises or Tenant's property in the Premises, (d) any
injury to any persons, caused by other tenants or persons in the Building, or by
operations in the construction of any private, public or quasi-public work, or
by any other cause, (e) latent defect in the Building or Premises, nor (f)
inconvenience or annoyance to Tenant or injury to or interruption of Tenant's
business by reason of any of the events or occurrences referred to in the
foregoing subdivisions (a) through (f) shall impose any liability on Landlord or
Landlord's agent to Tenant, other than such liability as may be required or
imposed upon Landlord by law for Landlord's negligence or the negligence of
Landlord's agents m the operation or maintenance of the Building or for the
breach by Landlord of any express covenant of this lease on Landlord's part to
be performed or observed. No representation, guaranty or warranty is made or
assurance given that any communications or security systems, devices or
procedures of the Building, if any, will be effective to prevent injury to
Tenant or any other person or damage to, or loss (by theft or otherwise) of, any
of Tenant's property or of the property of any other person, and Landlord
reserves the right to discontinue or modify at any time such communications or
security systems or procedures without liability to Tenant.
C. Tenant shall pay to Landlord as Additional Rent, within ten (10days
following
rendition by Landlord to Tenant of bills or statements therefor, sums equal to
all reasonable losses, costs, liabilities, claims, damages, fines, penalties and
expenses referred to in the indemnification contained in Article 8 hereof.
D. Notwithstanding anything to the contrary contained herein, Tenant shall
look only
to Landlord's estate in the Building (or the proceeds thereof) for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default by Landlord hereunder, and no other property or assets of Landlord or
its agents, directors, officers, shareholders, partners or principals (disclosed
or undisclosed) shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies under or with respect to
this lease, the relationship of Landlord and Tenant hereunder or under law or
Tenant's use or occupancy of the Premises or any other liability of Landlord to
Tenant.
E. The provisions of this Article shall survive the expiration or
sooner termination of this lease.
INSURANCE:
44. Tenant, at its expense, shall maintain at all times during the Term (a)
"all risk"
property insurance covering Tenant's property and improvements and betterment's
to a limit of not less than the full replacement cost thereof and (b)
comprehensive general liability insurance covering personal injury and property
damage, with such limits as may reasonably be requested by Landlord from time to
time, but not less than $2,000,000 in respect to bodily injury, or death arising
out of any one occurrence and $1,000,000 for property damage. The policy or
policies evidencing such insurance shall include Landlord and such parties as
Landlord shall designate as a named additional insured. The limits of such
insurance shall not limit the liability of Tenant. All policies required to be
maintained pursuant to the provisions of this lease shall be issued by an
insurance company or companies having a Best's rating (or any successor
publication of comparable standing) of at least A/XIV and authorized to do
business in the State of New York. All policies required to be maintained
pursuant to the provisions of this lease shall have a written undertaking from
the insurer to notify all insureds thereunder at least sixty (60) days prior to
cancellation thereof. Upon the execution of this lease, Tenant shall deliver to
Landlord and any additional insureds such fully paid for policies or
certificates of insurance evidencing any such policy. Tenant shall procure,
maintain and place such insurance and pay all premiums and charges therefor and
upon failure to do so Landlord may, but shall not be obligated to, procure,
maintain and place such insurance or make such payments, and in such event the
Tenant agrees to pay the amount thereof, plus interest at the rate of two (2%)
percent above the rate announced from time to time by Citibank, N.A. (New York)
as its base corporate lending rate, to Landlord on demand and said sum shall be
in each instance collectible as Additional Rent on the first day of the month
following the date of payment by Landlord. During such times as Tenant shall be
performing any alteration, installation, addition or improvement to the
Premises, Tenant shall carry or cause to be carried (and shall provide Landlord
with evidence thereof) (i) worker's compensation insurance covering all persons
employed in connection with such alteration, installation, addition or
improvement in statutory limits, (ii) broad, form comprehensive general
liability insurance including a completed operations endorsement with limits of
liability of not less than $2,000,000 combined single limit bodily injury and
property damage, (iii) builder's risk insurance, completed value non-reporting
form, covering all physical loss, in an amount reasonably satisfactory to
Landlord, (iv) an umbrella policy in amounts required by Landlord, and (v) such
other insurance, and in such amounts as Landlord deems reasonably necessary to
protect Landlord's interest in the Premises and Building from any act or
omission of Tenant's contractors and subcontractors. Tenant's failure to provide
and keep in force the aforementioned insurance shall be regarded as a material
default hereunder entitling Landlord to exercise any or all of the remedies
provided in this lease in the event of Tenant's default.
COMPLIANCE WITH LOCAL LAW No.5:
45. Notwithstanding anything contained to the contrary elsewhere in this
lease, Tenant acknowledges with respect to any alterations made by Tenant within
the demised premises
either by Tenant, in accordance with other applicable provisions of this lease,
or performed by Landlord on Tenant's behalf or pursuant to a work letter
agreement executed between the parties at the time of entering this lease, that
it will be Tenant's responsibility and obligation to comply with all fire safety
requirements and controls imposed by Local Law 5 of the City of New York, as
same now exists or may hereafter be amended, as well as with any and all other
laws, rules and obligations of the City of New York or of any governmental
agency or department thereof having jurisdiction with respect to the demised
premises. The performance of any of the foregoing Local Law 5 required work,
installations and alterations shall be performed by Tenant in accordance with
the subject to all applicable provisions of this lease (including but not
limited to Articles 3 and 6 hereof) and of law. Landlord represents best to its
knowledge that the premises are currently in compliance with all Local Laws.
TRANSFER AFTER BANKRUPTCY:
46. If this lease is assigned to any person or entity pursuant to the
provisions of the
Bankruptcy Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), any and all
consideration payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies and other consideration constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be
held in trust for the benefit of Landlord and be promptly paid to or turned over
to Landlord.
If Tenant assumes this lease and proposes to assign the same pursuant to
the provisions of the Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this lease on terms acceptable
to Tenant then notice of such proposed assignment, setting forth (i) the name
and address of such person, (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's
future performance under this lease, including, without limitation, the
assurance referred to to Section 365(b)(3) of the Bankruptcy Code, shall be
given to Landlord by Tenant no later than twenty (20) days after receipt by
Tenant but in any event no later than ten (10) days prior to the date that
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption, and Landlord shall
thereupon have the prior right and option, to be exercised by notice to Tenant
given at any time prior to the effective date of such proposed assignment, to
accept an assignment of this lease upon the same terms and conditions and for
the same consideration, if any, as the bona fide offer made by such person, less
any brokerage commissions which may be payable out of the consideration to be
paid by such person for the assignment of this lease.
MISCELLANEOUS PROVISIONS:
47. A. If any of the provisions of this lease, or the application
thereof to any person
or circumstance, shall, to any extent, be invalid or unenforceable, the
remainder of this lease, or the application of such provision or provisions to
persons or circumstances other than those as to whom or which it is held invalid
or unenforceable, shall not be affected thereby, and every provision of this
leas shall be valid and enforceable to the fullest extent permitted by law.
B. (a) Tenant hereby indemnifies and agrees to hold Landlord harmless from
and
against any loss, cost, liability, claim, damage, fine, penalty and expense
(including reasonable attorneys' fees and disbursements) resulting from delay by
Tenant in surrendering the Premises upon the termination of this lease as
provided in Article 22, including any claims made by any succeeding tenant or
prospective tenant founded upon such delay.
(b) In the event Tenant remains in possession of the Premises after the
termination of this lease without the execution of a new lease, Tenant, at the
option of Landlord, shall be deemed to be occupying the Premises as a tenant
from month-to-month, at a monthly rental equal to two (2) times the Fixed Rent
and Additional Rent payable during the last month of the Term, subject to all of
the other terms of this lease insofar as the same are applicable to a
month-to-month tenancy.
C. The persons executing this lease on behalf of Tenant hereby
represent and warrant that they have been duly authorized to execute this lease
for and on behalf of Tenant.
D. Notwithstanding the provisions of Article 3, no approval of plans or
specifications by Landlord or consent by Landlord allowing Tenant to make any
alterations, installations, additions or improvements in the Premises at any
time during the Term shall In any way be deemed to be an agreement by Landlord
that the contemplated alterations, installations, additions or improvements
comply with any legal requirements or any certificate of occupancy for the
Building nor shall it be deemed to be a waiver by Landlord of such compliance by
Tenant or of any of the terms of this lease. Notice is hereby given that neither
Landlord, Landlord's agent, nor any mortgagee of the Building shall be liable
for any labor or materials furnished or to be furnished to Tenant upon credit,
and that no mechanic's or other lien for such labor or material shall attach to
or affect any estate or interest of Landlord or any such mortgagee in and to the
Premises or the Building. Tenant shall keep records of all alterations,
installations, additions or improvements costing in excess of $10,000 and the
cost thereof, and within fifteen (15) days after demand by Landlord, Tenant
shall furnish to Landlord copies of such records if Landlord shall request the
same.
E. If Tenant is a partnership (or is comprised of two (2) or more persons,
individually, or as joint venturers or as copartners of a partnership) or if
Tenant's interest in this lease shall be assigned to a partnership (or to two
(2) or more persons, individually, or as joint venturers or as copartners of a
partnership) (any such partnership and such persons are referred to in this
Section as "Partnership Tenant"), the following provisions shall apply to such
Partnership Tenant, (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several, and (b) each of the parties
comprising Partnership Tenant hereby consents in advance to and agrees to be
bound by, any modifications, termination, discharge or surrender of this lease
which may hereafter be made and by any notices, demands, requests or other
communications which may hereafter be given, by Partnership Tenant or by any of
the parties comprising Partnership Tenant, and (c)any bills, statements,
notices, demands, requests or other communications given or rendered to
Partnership Tenant or to any of the parties comprising Partnership Tenant shall
be deemed given or rendered to Partnership Tenant or to any of the parties
comprising Partnership Tenant and shall be binding upon Partnership Tenant and
all parties, and (d) if Partnership Tenant shall admit new partners shall, all
such new partners shall, by their admission to Partnership Tenant, be deemed to
have assumed performance of all of the terms, covenants and conditions of this
lease on Tenant's part to be observed and performed and (e) Partnership Tenant,
shall give prompt notice to Landlord of the admission of any such new partners
and upon demand of Landlord, shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord, wherein each
such new Partner shall assume performance of all of the terms, covenants and
conditions of this lease on Tenants's part to be observed and performed (but
neither Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver any such agreement nor the failure of any
such new partner to execute or deliver any such agreement to Landlord shall
vitiate the provisions of Subdivision (d) of this Section E).
F. All exhibits to this lease and any and all rider provisions attached to
this
lease are hereby incorporated into this lease. If any provision contained in any
rider hereto is inconsistent or In conflict with any printed provision of this
lease, the provision contained in such rider shall supersede said printed
provision and shall control.
G. Wherever it is specifically provided in this lease that a party's consent
is not
to be unreasonably withheld, a response to a request for such consent shall also
not be unreasonably delayed. If either Landlord or Tenant considers that the
other has unreasonably withheld or delayed a consent, it shall so notify the
other party within ten (10) days after receipt of notice of denial of the
requested consent or, in case notice of denial is not received within twenty
(20) days after making its request for the consent. Tenant hereby waives any
claim against Landlord which it may have based upon any assertion that Landlord
has unreasonably withheld or unreasonably delayed any such consent, and Tenant
agrees that its sole remedy shall be an action or proceeding to enforce any such
provision or for specific performance, injunction or declaratory judgment. In
the event of such a determination, the requested consent shall be deemed to have
been granted; however, Landlord shall have no liability to Tenant for its
refusal or failure to give such consent. The sole remedy for Landlord's
unreasonably withholding or delaying of consent shall be as provided in this
Section.
H. Subject to force majeure, Landlord's performance of repairs and
Landlord's right
to close the Buildin to comply with any legal requirements, Landlord hereby
agrees that Tenant shall have access to the remises 24 hours per day, seven days
per week except for certain legal holidays and such other days as shall be
designated as holidays by Landlord or the applicable operating engineers union
or Building service employees union contract. Landlord shall notify Tenant of
such holidays on an annual basis.
I. Tenant will furnish to Landlord:
(1) Within 120 days after the end of each fiscal year of Tenant, annual
consolidated financial statements (balance sheets and profit and loss
statements) of Tenant, in comparative form, certified by an independent
certified public accountant of recognized standing (selected by Tenant), if such
certified statements are delivered to shareholders or any other party, and
otherwise certified by the chief financial officer of Tenant; and
(2) such other information regarding the condition (financial or otherwise) of
Tenant as Landlord may reasonably request. Each financial statement of Tenant
shall be accompanied by a certificate of its chief financial officer that (a) he
has reviewed this Lease and has obtained no knowledge of any default hereunder
or of any condition or event which, with notice or lapse of time or both, would
constitute a default hereunder (or, if any such default, condition or event
shall exist, the nature and period of existence thereof and the action to be
taken by Tenant with respect thereto), and (b) no material adverse change in the
business, condition (financial or otherwise), operations or prospects of Tenant
or its affiliates has occurred during the period covered by such statement.
J. LANDLORD'S WORK
Landlord shall paint the premises with the building standard paint and the color
to be chosen by the tenant. Landlord shall shampoo the rugs and stretch it if
required.
K. If any holder of a superior mortgage or superior lease or the successors
or
assigns of the foregoing (collectively referred to as "Successor Landlord")
shall succeed to the rights of Landlord under this lease, Tenant agrees, at the
election and upon request of any such Successor Landlord, to fully and
completely attorn to and recognize any such Successor Landlord, as Tenant's
landlord under this lease upon the then executory terms of this lease provided
such Successor Landlord shall agree in writing to accept Tenant's attornment.
The foregoing provision shall inure to the benefit of any such Successor
Landlord, shall apply notwithstanding that, as a matter of law, this lease may
terminate upon the termination of a superior lease, shall be self-operative upon
any such demand, and no further instrument shall be required to give effect to
said provisions. Nothing contained herein shall be construed to impair any right
otherwise exercisable by any such owner, holder or lessee.
L. Landlord hereby advises Tenant that Landlord has installed an Enterphone
2000
security system in the Building in order to restrict access into the Building
outside of the Building's ordinary business ours. As of the date hereof, the
Building's ordinary business hours are from 7:00 A.M. to 6:00 P.M. on Mondays
through Fridays except for the holidays referred to in paragraph H of this
Article. Such security system uses pendants, which unlock the magnetic lock of
the Building's exterior doors. Upon the execution and delivery of this lease,
Landlord shall furnish to Tenant at no cost to Tenant one (1.) pendant for each
1000 rentable square feet of the Premises. Tenant shall be permitted to purchase
additional pendants at Landlord's standard charge therefor, which as of the date
hereof is $75.00 for each additional pendant. Tenant shall, upon the termination
of its tenancy, turn over to Landlord all pendants furnished to Tenant. In the
event of the failure to return any pendants furnished by Landlord, Tenant shall
pay to Landlord its then standard charge therefor, and Landlord shall be
entitled to deduct such amount from any security deposited hereunder prior to
returning the balance thereof to Tenant in accordance with the terms hereof.
Tenant shall comply with all reasonable security measures instituted by Landlord
at any time during the Term with respect to the aforementioned security system
or otherwise, but the establishment and enforcement of such measures shall not
impose any responsibility or liability upon Landlord to Tenant for any reason.
This paragraph L is subject to the terms of Article 43B.
M. Notwithstanding anything in the Lease to the contrary, any contractors,
subcontractor or materialmen employed by or on behalf of Tenant to perform
repairs or alterations, whose names and any other information reasonably
requested by Landlord shall have been submitted in writing to Landlord for
Landlord's approval prior to the commencement of any work, may only perform
approval prior to the commencement of any work, may only perform work during
those hours expressly permitted by Landlord. As of the date hereof such hours
are from 9:30 A.M. to 4:30 P.M. on business days only.
N. ELEVATOR SERVICE:
As long as Tenant is not in default under any of the terms, convenants or
conditions of this lease on Tenant's part to be observed or performed, Landlord,
at Landlord's expense, shall furnish necessary passenger elevator service on
business days from 8:00 A.M. to 6:00 P.M. and on Saturdays and Sundays from 8:00
A.M. to 5:00 P.M. and shall have an elevator subject to call at all other times
except on major holidays when the building shall be closed. Tenant acknowledges
that the passenger elevators may be utilized as service elevators on business
days between the hours of 9:30 A.M. and noon and between 1:30 P.M. and 4:00 P.M.
In the event Tenant shall require the use of the Building's service elevators
when the Building is open at any time other than those set forth above on
business days, Landlord shall provide a service elevator or passenger elevators,
as the case may be, for the use of Tenant, provided Tenant gives Landlord
reasonable notice of the time and use of such about elevators to be made by
Tenant and Tenant pay Landlords usual and reasonable charge for the use
O. HVAC:
A. As long as Tenant is not in default under any of the terms,
convenants or conditions of this lease on Tenant's part to be observed or
performed, Landlord, at Landlord's expense, shall (i) to the extent that the
installed air cooling or conditioning facilities of the Building permit, furnish
and distribute to the Premises cooled or conditioned air from 8:00 A.M. to 6:00
P.M. on business days whenever during the period between April 15th and October
15th of each year the same may be required in the Landlord's judgement in order
to maintain the temperature of the premises about 72 degrees Fahrenheit and (ii)
to the extent that the installed heating facilities of the Building permit,
furnish and distribute to the Premises heated air from 8:00 A.M. to 6:00 P.M. on
business days whenever during the period between October 15th and April 14th of
each year the same may be required in the Landlord's judgement. Landlord and
Tenant further agree to operate the heating or cooling and ventilating equipment
in accordance with their design criteria unless a recognized energy conservation
law, program, guideline, regulation or recommendation promulgated by any
Federal, State, City or other governmental or quasi-governmental bureau, board,
department, agency, offce, commission or other subdivision thereof or the
American Society of Heating, Refrigeration and Air-Conditioning Engineers, Inc.
or any successor thereto or other organization serving a similar function shall
provide for any reduction in operations below said design criteria in which case
such equipment shall be operated so as to provide reduced service in accordance
with such law, program; guideline, regulation or recommendation.
B. If Tenant shall require heating or cooling and ventilation
services other than between 8:00 A.M. and 6:00 P.M. on business days ("after
hours"), Landlord shall, furnish after hours heating or cooling and ventilation
service upon reasonable advance notice from Tenant, given between the hours of
9:00 A.M. and 3:00 P.M. on any business day, and Tenant shall pay Landlord's
then established charges therefor on Landlord's demand. If any of the other
tenants of the Building shall request and receive after hours heating or cooling
and ventilation service, pursuant to Landlord's obligation to provide the same
to them, at the same time and utilizing the same system as Tenant, only that
equitably prorated portion of the charge made by Landlord for such service shall
be allocated to Tenant.
C. Notwithstanding the foregoing provisions of this Section, Landlord
shall not be responsible if the normal operation of the Building heating or
cooling and ventilation system shall fail to provide heated or cooled and
outside air at reasonable temperatures, pressures or degrees of humidity or in
reasonable temperatures, pressures or degrees of humidity or in reasonable
volumes or velocities in any portion of the Premises (i) which shall have an
electrical load in excess or four (4) xxxxx per square foot of usable area for
all purposes (including lighting and power), or which shall have a human
occupancy factor in excess of one (1) person per one hundred (100) square feet
of usable area (the average electrical load and human occupancy factors for
which the Building air conditioning system is designed), or (ii) because of any
rearrangement of partitioning or other improvements made or performed by or on
behalf of Tenant or any person claiming through or under Tenant. Whenever such
heating or cooling and ventilation system is in operation, Tenant agrees to
cause all windows of the Premises to be closed whenever the Premises are not
occupied. Tenant shall cooperate fully with Landlord at all times and abide by
all regulations and requirements which Landlord may reasonably prescribe for the
proper functioning and protection of the heating or cooling and ventilation
system. In addition to any and all other rights and remedies which Landlord may
invoke for a violation or breach of any of the provisions of this Article,
Landlord may discontinue furnishing services under this Article during the
period of such violation or breach, and such discontinuance shall not constitute
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this lease, or impose any liability upon Landlord or
Landlord's agents.
P. INDOOR AIR QUALITY (IAQ)
A. Tenant has fully investigated the condition of the Premises or waived its
right to do so and is fully familiar with the physical condition of the Premises
and every part thereof, including, without limitation, the indoor air quality
(IAQ) generally, and the HVAC system, and Tenant accepts the same "as is".
B. Tenant shall comply with all current and future federal,
state, and local
environmental and IAQ laws, regulations, and industry standards, including,
without limitation, any restrictions on smoking in the workplace.
C. The premises shall not be used for any dangerous, noxious, or offensive
trade or business or for any purpose, trade, or business that will adversely
affect the IAQ for the premises or Building (including any common areas);
D. Landlord shall have the right, but not the obligation, at all times
during
the Lease Term to inspect the Premises and conduct such vests and investigations
(including, without limitation, a Phase I indoor Air Quality audit) to evaluate
the IAQ in the Premises and/or the Building. Landlord's entry may be made at any
time either during or after Tenant's business hours.
STANDARD ESCALATION RIDER ANNEXED TO
AGREEMENT OF LEASE BETWEEN
DAH XXXXX XXXX TRADING CORPORATION,
AS LANDLORD, AND, 0XXXXXXX.XXX, INC.,
AS TENANT
ESCALATION:
48. A. As used herein:
(a) The term "Taxes" shall mean (a) all real estate taxes, assessments(special
or otherwise), sewer rents, rates and charges, or any other governmental charge
of a similar or dissimilar nature, whether general, special, ordinary or
extraordinary, which may be levied or assessed on or with respect to all or any
part of the Building or the parcel of land on which the Building is located
(hereinafter called "Real Property") by the City or County of New York or any
other taxing authority and (b) any expenses, including attorneys' fees and
disbursements, incurred by Landlord in contesting any of the foregoing or the
assessed valuation of all or any part of the Real Property. If, however, by law,
any assessment may be divided and paid in annual installments, then, for the
purposes of this Article, (a) such assessment shall be deemed to have been so
divided into the maximum number of annual installments permitted by law, and (b)
there shall be deemed included in Taxes for each calendar year the annual
installment of such assessment. becoming payable during such calendar year,
together with interest payable during such calendar yer on such annual
installment and on all installments thereafter becoming due as provided by law,
all as if such assessment had been so divided.
(b) The term "Landlord's Basic Tax Liability" shall mean the liability of
Landlord for the calendar year 2000 for Taxes.
(c) The term "Landlord's Base Tax Year" shall mean the calendar year 2000.
(d) The term "Tenant's Proportionate Share" shall mean 1.88%.
B. (a) If Taxes payable in any fiscal year falling wholly or partially
within the
Term shall be in such amount as shall constitute an increase above Landlord's
Basic Tax Liability, Tenant shall pay as Additional Rent for such fiscal year a
sum equal to Tenant's Proportionate Share of the amount by which Taxes for such
fiscal year exceed Landlord's Basic Tax Liability.
(b) On the first day of each month following rendition of each Landlord's
Statement which shows payment of Additional Rent due from Tenant pursuant to
this Section, Tenant shall pay to Landlord on account of the estimated
Additional Rent for the fiscal year following the fiscal year for which
Landlord's Statement shall have been rendered, a sum equal to one-twelfth
(1/12th) of the total Additional Rent shown on such Landlord's Statement. Such
Additional Rent shall be due and payable at the same time as each monthly
installment of Fixed Rent.
(c) A reconciliation shall be made upon each Landlord's Statement as
follows;
Tenant shall be debited with any Additional Rent shown on such Landlord's
Statement and credited with the aggregate of the total amount, if any, paid by
Tenant in accordance with the provisions of paragraph (b) on account of the
estimated Additional Rent for the fiscal year in question, and within ten (10)
days following rendition of such Landlord's Statement, Tenant shall pay to
Landlord the amount of any net debit balance shown thereon, or Landlord shall
apply against the next ensuing installments of Fixed Rent any net credit balance
shown thereon.
(d) If, as a result of any application or proceeding brought by or on behalf of
Landlord for reduction in the assessed valuation of the Real Property affecting
any fiscal year commencing after Landlord's Base Tax Year, there shall be a
decrease in Taxes for any such fiscal year with respect to which Landlord shall
have previously rendered a Landlord's Statement, Landlord's Statement next
following such decrease shall include an .adjustment for such fiscal year
reflecting such decrease in Taxes (less all costs and expenses, including
counsel fees, incurred by Landlord in connection with the application or
proceeding to reduce the Taxes with respect to any fiscal year occurring after
Landlord's Base Tax Year).
C. Landlord's Statement shall be rendered to Tenant in accordance with the
provisions of Article 28 of this lease. Landlord's failure to render Landlord's
Statements with respect to any such increase in Taxes, during any fiscal or
calendar year shall not prejudice Landlord's right to render a Landlord's
Statement with respect thereto or with respect to any subsequent fscal or
calendar year. Nothing herein contained shall restrict Landlord from issuing
Landlord's Statements at any time there is an increase in Taxes during any
fiscal or calendar year or any time thereafter. The obligations of Landlord and
Tenant under the provisions of this Article with respect to any Additional Rent
shall survive the Expiration Date or any sooner termination of the Term.
D. Each Landlord's Statement shall be conclusive and binding upon Tenant
unless
within thirty (30) days after receipt of such Landlord's Statement Tenant shall
notify Landlord that it disputes the correctness of Landlord's Statement,
specifying the respects in which Landlord's Statement is claimed to be
incorrect. Pending the determination of any such dispute by agreement or
otherwise, Tenant shall pay Additional Rent in accordance with the applicable
Landlord's Statement, and such payment shall be without prejudice to Tenant's
position. If the dispute shall be determined in Tenant's favor, Landlord shall
forthwith pay to Tenant the amount of Tenant's overpayment of Additional Rent
resulting from compliance with Landlord's Statement.
E. The computations of Additional Rent under this Article are intended to
constitute
a formula for an agreed rental adjustment and may or may not constitute an
actual reimbursement to Landlord for costs and expenses paid by Landlord with
respect to the Building.
F. The term "Landlord's Statement" shall mean an instrument containing a
computation
of any Additional Rent or changed Fixed Rent due pursuant to the provisions of
this Article. Nothing herein contained shall restrict Landlord from issuing
Landlord's Statements at any time that there is an increase in Taxes during any
fiscal year or an increase in Operating Expenses or the Index during any
calendar year.
STANDARD ELECTRICITY RIDER TO
AGREEMENT OF LEASE BETWEEN
DAH XXXXX XXXX TRADING CORPORATION,
AS LANDLORD, AND, 0XXXXXXX.XXX, INC.,
AS TENANT
ELECTRICITY:
49. A. Landlord, at Landlord's expense, subject to the provisions of
paragraph B
hereof, shall, furnish electrical energy to or for the use of Tenant in the
Premises. So long as the furnishing of such electrical energy is included in the
Fixed Rent on a so-called "rent inclusion" basis in accordance with this Section
there shall be no special charge to Tenant by way of measuring such electrical
energy on any meter or otherwise.
B. Tenant agrees that the Fixed Rent reserved herein shall be increased to
compensate Landlord for supplying Tenant with electric current as an additional
service by the sum of $8,964.00 per annum commencing on the Commencement Date
and continuing until such time as such sum may be increased as hereinafter
provided. Landlord will furnish electricity to Tenant through presently
installed electrical facilities for Tenant's reasonable use of such lighting,
electrical appliances, air conditioning systems and equipment as presently exist
or as Landlord may permit to be installed in the Premises. Tenant agrees that an
electrical engineer or utility consultant, selected by Landlord, may make a
survey of the electric lighting and power load Jo determine Tenant's average
monthly energy consumption in the Premises ("Tenants Electric Consumption")
based upon (i) the connected load rating of each item consuming electric energy,
(ii) Tenant's usage which shall be determined by multiplyin the connected load
rating of each item by the hours of usage as determined by the consultant and
(iii) the Electric Rates which Tenant would pay if it were the sole user of
electrical energy in the Building utilizing the rate schedule applicable to
Landlord. The findings of such engineers or consultant as to the proper cFixed
Rent increase based on Tenant's Electric Consumption shall be conclusive and
binding upon the parties and the amount thereof shall be added to the Fixed Rent
payable monthly on the first day of each and every month in advance for each
month from the Commencement Date (except that if the amount of such rent
increase shall not have been determined on the Commencement Date, then, upon
such subsequent determination, Tenant shall pay for the period from the
Commencement Date to the date of such determination the uncollected amount of
such increase in Fixed Rent). If the
Electric Rates (as hereinafter defined) on which the initial determination of
said consultant were based shall be increased or decreased, then the Fixed Rent
attributable to electricity shall be increased or decreased by the same
percentage, retroactive if necessary to the date of such increase or decrease in
such Electric Rates; provided, however, that in no event shall the amount of
Fixed Rent reserved herein to compensate Landlord for supplying Tenant with
electric current ever be reduced below $8,964.00. Tenant shall make no
alterations or additions to the electric equipment or appliances without first
obtaining written consent from Landlord in each instance. Tenant agrees neither
to connect any additional electrical equipment of any type to the Building
electric distribution system, other than lamps, typewriters and other small
office machines and equipment relevant to the conduct of Tenant's business at
the demised premises, nor make or perform or permit the making or performing of,
any alterations to the wiring installations or other electrical facilities in or
serving the demised premises, without the prior written consent of Landlord in
each instance, which consent shall not be unreasonably withheld or delayed. If
Tenant installs additional or substituted electrical equipment or appliances or
otherwise increases its use of electric current, then the Fixed Rent shall be
increased by an amount determined by Landlord's electrical engineer or
consultant, at Tenant's expense, and such determination shall be conclusive and
binding upon Landlord and Tenant. Landlord, its engineer o r consultant, is
given the right to make surveys from time to time of the Premises covering the
electrical equipment and fixtures, and use of current. Any increase in Fixed
Rent resulting from an increase in Tenant's consumption or the addition of
equipment or appliances shall be effective as of the date of such increase or
addition, retroactive if necessary. 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 reason of any change, failure or defect in the supply or character of
the electric energy furnished to the remises or if the quantity or character of
the electrical energy supplied by the electrical utility is no longer available
or suitable for tenant's requirements, and no such change, failure, defect,
unavailability or unsuitability shall constitute an actual or constructive
eviction, in whole or part, or entitle Tenant to any abatement or diminution of
rent, or relieve Tenant from any of its obligations under this lease. Tenant
covenants and agrees that at all times its use of electric current shall never
exceed the capacity of existing feeders to the Building or the risers or wiring
installation. Any riser or risers to supply Tenant's electrical requirements,
upon written request of Tenant, will be installed by Landlord, at the sole cost
and expense of Tenant, if, in Landlord's sole judgment, the same are necessary
and will not cause or increase a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants. Rigid conduit only will be allowed. In
addition to the installation of such riser or risers, Landlord will also, at the
sole cost and expense of Tenant, install all other equipment proper and
necessary in connection therewith subject to the aforesaid terms and conditions.
Landlord reserves the right to terminate the furnishing of electricity to the
Premises if required by law at any time, upon sixty (60) days' written notice to
Tenant in which event, Tenant shall make application directly to the utility
company serving the Building for Tenant's entire separate supply of electricity.
Landlord, upon the expiration of the aforesaid sixty (60) days' written notice
to Tenant, may discontinue furnishing the electric current, in which event,
Tenant's liability for increased Fixed Rent provided for in this paragraph B
shall terminate as of the date of discontinuance of the supplying of electric
current, but this lease shall otherwise remain in full force and effect. The
term "Electric Rates" shall mean the rates at which Landlord purchases electric
energy from the public utility supplying electrical service to the Building
(without regard to time of day or similar rate schedules), including but not
limited to, any charges incurred or taxes payable Landlord in connection
therewith or increase or decrease thereof by reason of fuel adjustment or any
substitutions for such Electric Rates or additions thereto. Except as provided
in the next sentence or as otherwise expressly provided herein, any and all
surveys made pursuant to this Article by Landlord's engineer or consultant with
respect to the Premises shall be made at the sole cost and expense of Tenant. In
the event that Landlord has its engineer or consultant make any surveys with
respect to the Premises more than one time in any twelve (12) month period and
such survey shows that Tenant's consumption of electricity in the Premises has
increased by an amount less than five (5%) percent over the immediately
preceding survey made during such twelve (12) month period. Landlord agrees that
any such survey shall be at the sole cost and expense of Landlord.
C. If Landlord discontinues the furnishing of electricity, as provided in
this
Article, then, and in such event, Landlord shall permit Tenant to receive
electrical service directly from the public utility supplying electrical service
to the Building and shall permit the existing feeders, risers, wiring and other
electrical facilities serving the Premises to be used by Tenant for such
purposes to the extent that they are available, suitable and safe. Tenant shall,
at its own expense, install any necessary electrical meter equipment, panel
boards, feeders, risers, wiring and other conductors and equipment which may be
required to obtain electrical energy directly from the public utility supplying
the same. Landlord shall have no liability whatsoever to Tenant by reason of
Landlord's discontinuance of electrical service.
D. Landlord, at Tenant's reasonable expense; shall furnish and install all
lamps
(including incandescent and fluorescent), starters and ballast's used in the
Premises.
E. In the event Tenant shall dispute any survey obtained by Landlord in
accordance
with paragraph B of this Article, Tenant shall have the right within thirty (30)
days after the receipt of the results of landlord's survey to elect by notice to
Landlord to have a survey completed by an electrical engineer or utility
consultant selected by Tenant from a list of three (3) electrical engineers
and/or utility consultants provided by Landlord to Tenant, at Tenant's sole cost
and expense, to determine Tenant's electrical current consumption as of the date
of Landlord's survey. In the event that Tenant's electrical engineer or utility
consultant disagrees with the survey prepared at the request of Landlord in
accordance with paragraph B of this Article and Landlord and Tenant cannot agree
on the amount of the appropriate increase in Fixed Rent, either party shall have
the right to submit such dispute to arbitration. If either the agreement reached
between Landlord and Tenant or the final decision of the arbitrator(s)
determines that Landlord's survey was in error by more than twenty-five percent
(25%), Landlord shall pay the reasonable fees of Tenant's electrical engineer or
utility consultant, Notwithstanding the provisions of this paragraph, Tenant
shall pay any and all items of Fixed Rent as calculated by Landlord until the
amount of such payment shall be finally determined.
F. If a arty desires arbitration pursuant to paragraph E above, such party
shall
give notice to that effect to the other party and shall in such notice appoint a
person as arbitrator on its behalf. Within fifteen (15) days after the giving of
such notice the other party shall likewise appoint a person as arbitrator on its
behalf. If the second arbitrator shall not have been appointed as aforesaid, the
first arbitrator shall proceed to determine such matter.
In the event that the two arbitrators appointed by the parties shall be unable
to agree within ten (10) days after the appointment of the second arbitrator,
they shall give written notice of such failure to agree to the parties and shall
within ten (10) days after the giving of such notice, appoint a third
arbitrator. If the two arbitrators fail to agree upon the selection of such
third arbitrator within the ten (10) days following their notice as aforesaid,
then within five (5) days thereafter either of the parties upon notice to the
other party hereto may request such appointment by the American Arbitration
Association (or any organization successor thereto), or in its absence, refusal,
failure or inability to act, may apply for a court appointment of such
arbitrator.
The three arbitrators shall render their decision and award, upon the
concurrence
of at least two of their number, within thirty (30) days after the appointment
of the third arbitrator. Such decision and award shall be in writing and shall
be final and conclusive on the parties, and counterpart copies thereof shall be
delivered to each of the parties. In rendering such decision and award, the
arbitrators shall not add to, subtract from or otherwise modify the provisions
of this lease. Judgment may be had on the decision and award of the arbitrators
so rendered in any court of competent jurisdiction end may be enforced in
accordance with the laws of the State of New York. Each party shall pay the fees
and expenses of the one of the two original arbitrators appointed by or for such
party and the fees and expenses of the third arbitrator and all other expenses
of the arbitration shall be borne by the parties equally. Each arbitrator shall
be a fair and impartial person who shall have had at least ten (10) years
experience in the County of New York as an electrical engineer or utility
consultant. The arbitration shall be conducted to the extent consistent with
this paragraph in accordance with the then prevailing rules of the American
Arbitration Association (or any organization successor thereto).
F. Following a determination of an increase or decrease in Fixed Rent
attributable to the furnishing of electrical energy to the Premises by Landlord
as set forth in this Article, Landlord and Tenant shall, upon request of either
party, execute, acknowledge, and deliver to each other a supplemental agreement
in such form as Landlord shall reasonably require to reflect such change in the
Fixed Rent, but any such change shall be effective even if such agreement is not
executed and delivered.
H. If submetering of electricity is legally permitted in the Building,
Landlord
shall have the option of installing submeters at Landlord's expense to measure
Tenant's consumption of electrical energy and Tenant shall pay, as Additional
Rent, on demand, for its consumption of electrical energy at the then applicable
rate, if any, for submetered electrical energy, or, if no such rate is
promulgated, then at the same rate and frequency that Tenant would be obligated
to pay if Tenant were a direct customer of the local utility company furnishing
electrical energy to the Premises and in such event Tenant's liability for Fixed
Rent attributable to electrical energy, as the same may be increased pursuant to
this Article, shall terminate as of commencement of the operation of such
submeters. In no event, however, shall the amount payable by Tenant per square
foot be less than Landlord's cost per
square foot utilizing the then current Electrical Rates) of electrical energy
for the entire Building. For the purpose of this paragraph, the rate to be paid
by Tenant in the event of submetering shall include all of the components of
Electrical Rates. In the event that any tax shall be imposed upon Landlord's
receipts from the sale or resale of electrical energy to Tenant, the pro rata
share allocable to the electrical energy service received by Tenant shall be
passed on to, included in the xxxx of, and paid by Tenant, if and to the extent
permitted by law.
STANDARD ASSIGNMENT/SUBLETTING RIDER TO
AGREEMENT OF LEASE BETWEEN
DAH XXXXX XXXX TRADING CORPORATION,
AS LANDLORD, AND, 0XXXXXXX.XXX, INC.,
AS TENANT
SUBLETTING AND ASSIGNMENT:
50. A. Provided that any such assignee or sublessee shall use the
premises and each
portion thereof for offices, Tenant may, without Landlord's consent:
(a) Assign this lease to a corporation or other business entity then having
a
net worth at least equal to that, of Tenant prior to such merger or
consolidation (herein called a "successor corporation") into or with which,
Tenant shall be merged or consolidated or to which substantially all of Tenant's
assets may be transferred, provided that such successor corporation shall have
effectively assumed all of Tenant's obligations and liabilities, including those
under this lease, by operation of law, or appropriate instrument of merger,
consolidation or transfer;
(b) Sublet any parts) of the demised premises to a corporation or other
business entity (herein called a "related corporation") which shall control, be
controlled by, or be under common control with, Tenant, but only for so long as
said sublessee shall control, be controlled by, or be under the common control
with, the Tenant. Tenant hereby covenants that such sublessee shall at all times
remain a corporation or entity which shall control, be controlled by, or be
under common control with Tenant and a breach of such covenant shall constitute
a material default under this lease for which Tenant shall not be given any
opportunity to cure;
(c) Permit any related corporation of Tenant to use the demised premises or
any part thereof, but only for so long as said occupant continues to be a
related corporation. Tenant hereby covenants that such use may only continue for
such period as such related corporation shall control, be controlled by or be
under common control with Tenant and a breach of such covenant shall constitute
a material default under this lease for which Tenant shall not be given an
opportunity to cure; and
(d) Assign this lease to a related corporation of Tenant. Tenant
hereby covenants that subsequent to such assignment the assignee shall remain a
corporation or entity which shall control, be controlled by or under common
control with Tenant and a breach of such covenant shall constitute a material
default under this lease for which Tenant and such assignee shall not be given
an opportunity to cure.
B. Concurrently with assigning this lease to a successor corporation, the
making of
a sublease to a related corporation, or permitting a related corporation to
occupy all or part of the demised premises, or assigning this lease to a related
corporation, (all as set forth in Section A(a), (b), (c) or (d) of this Article,
as the case may be); Tenant shall be required to submit proof that (i) the
successor corporation comes within the definition thereof and shall use the
Premises for general offices; or (ii) the sublessee, occupant or assignee is a
related corporation and will use the Premises for general offices, all in form
satisfactory to Landlord. As used herein in defining related corporation,
control must include over fifty (50%) per cent of the stock or other voting
interest of the controlled corporation or other business entity. Similar proof
that such sublessee, occupant or assignee continues to be a related corporation
shall be furnished by Tenant to Landlord within fifteen (15) days after written
request therefor.
C. If Tenant shall desire to sublet the demised premises in whole or in part
or to
assign this lease to anyone other than a related corporation of Tenant, Tenant
shall submit to Landlord a written request for Landlord's consent to such
subletting or assignment, which request shall contain or be accompanied by the
following information: (i) the name and
address of the proposed subtenant or proposed assignee; (ii) in the case of a
sublet, a description identifying the space to be sublet; (iii) the terms and
conditions of the proposed subletting or proposed assignment; (iv) the nature
and character of the business of the proposed subtenant or proposed assignee and
of its proposed use of the demised
premises; and (v) current financial information and any other information as
Landlord may reasonably request with respect to the proposed subtenant or
proposed assignee. Landlord shall have the option, to be exercised by notice
given to Tenant within ten (10) days after the later of (a) receipt of Tenant's
request for consent or (b) receipt of such further information as Landlord may
reasonably request pursuant to clause (v) above either (x) to require a
surrender of the demised premises as of a date to be specified in said notice
(the "Termination Date") which shall be not earlier than one (1) da before the
effective date of
the proposed subletting or proposed assignment or later than sixty-one (61) day
before after said effective date, in which event Tenant shall vacate and
surrender the demised premises on or before the Termination Date and the term of
this lease shall end on the Termination Date as If that were the Expiration
Date, or (y) with respect to a proposed subletting, to obtain a sublet from
Tenant of the demised premises, including Tenant's leasehold improvements
therein, upon the terms and conditions hereinafter set forth as of a date
to be specified in said notice (the "Leaseback Date") which shall be not earlier
than one (1) day before the effective date of the proposed subletting or later
than sixty-one (61) days after said effective date, in which event Tenant shall
deliver possession of the demised premises, or part thereof involved, as the
case may be, to Landlord on or before the Leaseback Date. Landlord's consent
shall not be unreasonably withheld. If tenant subleases the part of their
premises for a short term (maximum of one year) than Landlord will not recapture
that part of the space.
D. (a) If Landlord shall exercise its option, pursuant to Section C
above to
lease back the demised premises together with all leasehold improvements made by
Tenant therein (herein collectively called the "Leaseback Area), Tenant shall be
deemed automatically to have subleased the Leaseback Area to Landlord (herein
sometimes called "Backleasing" or "Backlease") for the remaining balance of the
term (the "Backlease Term") for Fixed Rent at the same annual rate applicable to
such Leaseback Area, and with Additional Rent, all prorated to the Leaseback
area, and otherwise on the same terms, covenants and conditions, as are provided
in this lease, except such as by their nature or purport are inapplicable or
inappropriate to such Backleasing or are inconsistent with the further
provisions of the following Subsections of this Section, which further
provisions shall be deemed to be part of the terms, covenants and conditions of
such Backleasing.
(b) Landlord shall have the unqualified , without Tenant's permission or
consent and to underlet the Leaseback Area in whole or in part to any person or
entity, including Tenant's proposed subtenant or proposed assignee, for any
period or periods of time not extending beyond one day before the expiration of
the Backlease Term, at such rentals and on such terms and conditions (including
any alterations required to render the Leaseback Area suitable for occupancy by
an undertenant of Landlord) as Landlord shall determine. Landlord may underlet
the Leaseback Area or parts thereof separately or in combinations, as Landlord
sees fit. The Backlease may be assigned by Landlord to any person, including
Tenant's proposed subtenant or proposed assignee, without Tenant's consent but
such assignment shall not be effective unless the transferee executes and
delivers to Tenant a written agreement assuming all of Landlord's obligations
under the Backlease, and in such event Landlord shall continue to be fully
responsible jointly and severally with such assignee for all of Landlord's
obligations under the Backlease. Tenant shall not be responsible for furnishing
to the Leaseback Area or the occupants thereof any of the services undertaken in
this lease to be furnished by Landlord or for the making of any repairs or
alterations, or the incurrence of any expense with respect to the Leaseback Area
during the Backlease Term applicable thereto, but shall only make available that
which it receives from Landlord. At the expiration or earlier termination of the
Backlease Term, Landlord shall have no obligation to restore or alter or improve
the Leaseback Area and Tenant shall take possession of the Leaseback Area in the
condition that the same shall then be in, provided only that all facilities
necessary for the use and occupancy of the Leaseback Area, or any subdivisions
thereof as they then exist, such as ceilings, lighting fixtures, electrical
outlets, and heating, ventilating and air conditioning systems, shall be in
place and in good working order subject to reasonable wear and tear, and the
Leaseback Area shall be otherwise in good repair and tenantable condition for
general office use subject to reasonable wear and tear.
(c) Tenant shall furnish to Landlord or its assignee or sub-subtenant under
the Backlease any consents or approvals requested under the Backlease so long as
(i) Landlord furnishes such consents or approvals to Tenant and (ii) Tenant
incurs no expense by reason of any such consent or approval,
(d) Landlord and Tenant expressly negate any intention that any estate
created
by or under the Backlease shall be merged with any other estate held by either
of them. At the request of either party, Landlord and Tenant shall mutually
execute, acknowledge and deliver an instrument or instruments of sublease and/or
assignment to confirm and separately set forth the demise, rent, terms,
conditions and other provisions of the Backleasing of any Leaseback Area as may
be appropriate.
E. If Landlord shall not exercise any of its options under Section C above,
Landlord
shall not unreasonably withhold or delay its consent to the Proposed subletting
or proposed assignment referred to in Tenants notice given pursuant to Section
above, provided that the following further conditions shall be fulfilled:
(a) there shall be no advertisement or public communication of any kind
whatever relating to the proposed subletting or proposed assignment which
mentions or refers to a rental rate (but nothing herein contained shall be
deemed to prohibit Tenant from negotiating or consummating a sublease at a
lesser rate of rent) or to any other matter which directly or indirectly might
adversely reflect on the dignity or prestige of the Building; without limiting
the foregoing restrictions, no such advertisement or other public communication
shall be released without Landlord's prior written approval, which shall not be
unreasonably withheld or delayed;
(b) no subletting or assignment shall be to a person or entity which has a
financial standing, is of a character, is engaged in a business, or proposes to
use the demised premises or any portion thereof in a manner not in keeping with
the standards in such respects of the other tenancies in the Building;
(c) the subletting or assignment shall be expressly subject to all of the
obligations of Tenant under this lease except that the demised premises shall be
used for general offices and for no other purpose and shall specifically provide
that there shall be no further subletting of the sublet premises and, with
respect to an assignment, the assignee shall comply with the provisions of
Section F below;
(d) with respect to any subletting, that part, if any, of the term of any
such
sublease or any renewal or extension thereof which shall extend beyond a date
one (1) day prior to the expiration or earlier termination of the term shall be
a nullity; ,
(e) with respect to any subletting, that the subletting shall not have the
effect,or give the utility serving the Building with electricity cause to claim,
that Landlord will not be permitted to serve the demised premises or the portion
thereof so sublet, or any of the other leased portions of the Building, with
electricity, on a "rent inclusion" basis as provided for herein;
(f) with respect to any subletting, the rent for such subletting is not less
than the then going market rental rate for comparable space and for a comparable
term, and, with respect to any assignment, the consideration received by Tenant
for the assignment is not less than the fair market value for the transfer of
Tenant's leasehold estate; .
(g) Tenant shall pay all reasonable costs that may be incurred by Landlord
in
connection with said sublease or assignment, including the costs of making
investigations as to the acceptability of a proposed subtenant or proposed
assignee and the reasonable fees of Landlord's attorneys;
(h) The proposed subtenant or proposed assignee shall not be a person then
negotiating with Landlord for rental of any space in the Building;
(i) Landlord shall be furnished with duplicate original of the sublease or
assignment agreement within ten (10) days after the date of its execution;
(j) Tenant shall pay to Landlord a sum equal to (x) any fixed rent and
additional rent or other consideration paid to Tenant by any assignee or
subtenant which in excess of the Fixed Rent and Additional Rent then payable by
Tenant to Landlord pursuant to the terms hereof, and (y) any other profit or
gain realized by Tenant from any such assignment or subletting. All sums payable
hereunder by Tenant shall be paid to Landlord as additional rent. If only a part
of the demised premises is sublet, then the rent paid therefor by Tenant to
Landlord shall be deemed to be that fraction thereof that the area of said
sublet space bears to the entire demised premises; and
(k) There shall be no default beyond any applicable notice and/or grace period
by Tenant under any of the terms, covenants and conditions of this lease at the
time that Landlord's consent to any such subletting or assignment is requested
or on the date of the commencement of the term of any such. proposed sublease or
as of the effective date of any such proposed assignment.
F. No assignment of this lease, whether to a successor corporation or a
related
corporation or otherwise, shall be binding upon Landlord unless the assignee
shall execute, acknowledge and deliver to Landlord (a) a duplicate original
instrument of assignment in form and substance satisfactory to Landlord, duly
executed by Tenant, and (b) an agreement, in form and substance satisfactory to
Landlord, duly executed by the assignee, whereby the assignee shall
unconditionally assume observance and performance of, and agree to be personally
bound by all of the terms, covenants and conditions of this lease on Tenant's
part to be observed or performed, including, without limitation, the provisions
of this Article with respect to all future assignments; but the failure or
refusal of the assignee to execute or deliver such an agreement shall not
release the assignee from its liability for the obligations of Tenant hereunder
assumed by acceptance of the assignment of this lease.
G. If this lease is assigned, whether or not in violation of the terms of
this
lease, Landlord may collect rent from the assignee. If the demised premises or
any part thereof be sublet or be used or occupied by anybody other than Tenant,
whether or not in violation of this lease, Landlord may, after default by Tenant
and expiration of Tenant's time to cure such default, if any, collect rent from
the subtenant or occupant. In either event, Landlord may apply the net amount
collected to the rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
Article 11 or this Article, or the acceptance of the assignee, subtenant or
occupant as a tenant, or a release of Tenant from the further performance by
Tenant of Tenant's obligations under this lease. The consent by Landlord to an
assignment, transfer, encumbering or subletting pursuant to any provision of
this lease shall not in any way be considered to relieve Tenant from obtaining
the express prior consent of Landlord to any other or further assignment,
transfer, encumbering or subletting. References in this lease to use or
occupancy by anyone other than Tenant shall not be construed as limited to
subtenants and those claiming under or through subtenants but as including also
licensees and others claiming under Tenant, immediately or remotely. The listing
of any name other than that of Tenant on any door of the demised premises or on
any directory or in any, elevator in the Building, or otherwise, shall not
operate to vest in the person so named any right or interest in this lease or
the demised premises, or be deemed to constitute, or serve as a substitute for,
any consent of Landlord required under Article 11 or this Article, and it is
understood that any such listing shall constitute a privilege extended by
Landlord, revocable at Landlord's will by notice to Tenant. Tenant agrees to pay
to Landlord reasonable attorneys' fees and disbursements incurred by Landlord in
connection with any proposed assignment of this lease or any proposed subletting
of the demised premises or any part thereof. Neither any assignment of this
lease nor any subletting, occupancy or use of the demised remises or any part
thereof by any person other than Tenant, nor any collection of rent by Landlord
from any person other than Tenant, nor any application of any such rent as
provided in this Article shall, under any circumstances except as set forth in
Section A above, relieve, impair, release or discharge Tenant of its obligations
fully to perform the terms of this lease on Tenant's part to be performed.
H. If Tenant or any assignee of Tenant is a corporation, the terms "assign"
and
"assignment". shall, for purposes of this lease, be deemed to include the
transfer of a majority of the stock of Tenant or uch assignee of Tenant.
I. If required by applicable law in connection with any termination of this
lease,
assignment of this lease to Landlord or its designee, or subletting of all or
any portion of the Premises to Landlord or its designee, Tenant shall compete,
swear to and file any questionnaires, tax returns, affidavits or other
documentation which may be required to be filed a) with the New York State
Department of Taxation and Finance in connection with Article 31-B of the 'flax
Law of the State of New York, (b) with the Commissioner of Finance of the City
of New York in connection with the New York City Real Property Transfer Tax and
(c) with the appropriate governmental agency in connection with any other tax
which may now or hereafter be in effect. Tenant further agrees to pay any
amounts which may be assessed in connection with any of such taxes and to
indemnify Landlord against and to hold Landlord harmless from any claims for
payment of such taxes as a result of such transactions.
EXHIBIT A
{Diagram of Plan for 12th Floor}
EXHIBIT B
RULES AND REGULATIONS
1. The sidewalks, entrances, lobby, elevators, vestibules, stairways, and halls
shall not be obstructed or encumbered by Tenant or used for any purpose other
than ingress and egress to and from the Premises, and Tenant shall not permit
any of its employees, agents or invitees to congregate in any of said,areas.
Tenant shall not invite to the Premises, or permit the visit of persons in such
numbers or under such conditions as to interfere with the use and enjoyment of
any of the entrances, corridors, stairways, elevators, or other facilities in
the Building by other tenants. Fire exits and stairways are for emergency use
only, and they shall not be used for any other purpose by Tenant, its employees,
licensees or invitees. Landlord reserves the right to control and operate the
public portions of the Building and the public facilities, as, well as
facilities furnished for the common use of the tenants, in such manner as it
deems best for the enefit of the tenants generally. No doormat of any kind
whatsoever shall be placed or left in any public hall or outside any entry door
of the Premises.
2. No awnings or other projections shall be attached to the outside walls or
windows of the Building or any entrance to the Premises. No curtains, blinds,
shades, or screens shall be attached to or hung in, or used in connection with,
any window or door of the Premises, without the prior written consent of
Landlord. No sign, insignia, advertisement, object, notice or other lettering
shall be exhibited, inscribed, painted or affixed by Tenant on any part of the
outside or inside of the Premises or Building. In the event of the violation of
the foregoing by Tenant, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to Tenant. Interior signs on doors
and directory tablet, if any, shall be inscribed, painted or affixed for Tenant
by Landlord at the expense of Tenant, and shall be of a size, color and style
acceptable to the Landlord. Only Tenant named in the Lease shall be entitled to
appear on the directory tablet. Additional names may be added in Landlord's sole
discretion under such terms and conditions as Landlord may approve.
3. No acids, vapors or other materials which may damage the waste lines, vents
or flues of the Building shall be discharged or permitted to be discharged. The
water and wash closets and other plumbing fixtures shall not be used for any
purposes other than those for which they were constructed, and no sweepings,
rubbish, rags, or other substances shall be thrown therein. Alt damages
resulting from any misuse of the fixtures shall be borne by the Tenant who, or
whose servants, employees, agents, visitors or licensees shall have caused the
same.
4. Tenant shall not drill into or in any way deface any part of the Premises or
the Building other than normal hanging of pictures on the interior walls or
installation of partitions within the Premises. Tenant shall not lay linoleum,
or other similar floor covering, so that the same shall come in direct contact
with the floor of the 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.
5. No bicycles, vehicles or animals of any kind shall be brought into or kept in
or about the Premises. Tenant shall not cause or permit any unusual or
objectionable odors to be produced upon or permeate from the Premises. Tenant
shall not throw anything out of the doors, windows, or skylights, or down the
passageways. No noise, which, in the judgment of Landlord, might disturb other
tenants in the Building, shall be made or permitted by Tenant. No cooking shall
be done in the Premises. Nothing shall be done or permitted in the Premises, and
nothing shall be brought into or kept in the Premises, which might impair or
interfere with any of the building services or the proper and economic heating,
cleaning or other servicing of the Building or the Premises, or the use or
enjoyment by any other tenant of any other premises. Tenant shall not install
any ventilating, air conditioning, and electrical or other equipment of any
kind, which, in the judgment of the Landlord; might cause any such impairment or
interference. No dangerous, inflammable, combustible or explosive object or
material shall be brought into the Building by Tenant or with the permission of
Tenant.
6. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant, nor shall any changes be made in existing locks or
the mechanism thereof. Tenant must, upon the termination of this tenancy,
restore to Landlord all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, Tenant, and in the event of the loss of
any keys so furnished, Tenant shall pay to Landlord the cost thereof.
7. Landlord may require any person leaving the Building with any package or
other object or matter to submit a pass, listing such package or object or
matter, from the tenant from whose Premises the package or object or matter is
being removed, but the establishment and enforcement of such requirement shall
not impose any responsibility on Landlord for the protection of any tenant
against the removal of property from the Premises of such tenant. Landlord
shall, in no way, be liable to Tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from the Premises or the
Building under provisions of this Rule. Landlord may refuse admission to the
Building outside of ordinary business hours to any person not known to the
watchman in charge or not having a pass issued by Landlord, or not otherwise
properly identified, and may require all persons admitted to or leaving the
Building outside of ordinary business days to register. Landlord will furnish
passes to persons from whom Tenant requests same in writing. Tenant shall be
responsible for all persons for whom Tenant has requested a pass and shall be
liable to Landlord for all acts of such persons. Any person, whose presence in
the Building at any time shall, in the judgment of Landlord, be prejudicial to
the safety, character, reputation or interest of the Building or its tenants may
be denied access to the Building or may be ejected therefrom. In case of
invasion, riot, public excitement or other commotion Landlord may prevent all
access to the Building during the continuance of the same, by closing the doors
or otherwise, for the safety of the tenants and protection of property in the
Building.
8. Tenants shall not engage or pay any employees on Premises, except those
actually working for Tenant on the Premises, nor advertise
for employees who will work at locations other than the Premises.
9. Tenant, before closing and leaving the Premises at any time, shall see that
all windows are closed, and all lights are turned out. All entrance doors in the
Premises shall be left locked by Tenant when the Premises are not in use.
Entrance doors shall not be left open at any time.
10. Unless Landlord shall furnish electrical energy hereunder as a service
included in the Fixed Rent, Tenant shall, at its expense, provide artificial
light for the employees of Landlord or of Landlord's independent contractor
while doing janitor service or other cleaning, and in making repairs or
alterations in the Premises.
11. The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose ,
12. The requirements of Tenant will be attended to only upon application at
the office of the Building. Employees of Landlord shall not be required to
perform, and shall not be requested by Tenant to perform, any work or do
anything outside of their regular duties, unless under special instructions from
the office of Landlord.
13. Canvassing, soliciting and peddling in the Building are prohibited and
Tenant shall cooperate to prevent the same.
14. There shall not be used in any space, or in the public halls of the
Building, either by Tenant or by jobbers or others, at any time,
any hand trucks, except those equipped with rubber tires and side guards, and
such other safeguards as Landlord shall require. Hand trucks shall be used only
in the Building's service elevators.
15. Tenant shall cooperate with Landlord in obtaining maximum effectiveness
of the air conditioning system by lowering and closing
venetian blinds and/or drapes and curtains when the sun's rays fall directly on
the windows of the Premises.
16. Tenant shall at no time leave any merchandise, supplies, materials or
refuse in the hallways or other common portions of the
Building or in any other area of the Building other than the demised premises.
Tenant covenants that all garbage and refuse shall be kept in proper containers,
securely covered, until removed from the Building so as to prevent the escape of
objectionable fumes and odors and the spread of vermin, and Tenant further
covenants that no refuse and/or garbage shall be permitted to remain on the
sidewalks adjacent to the Building.
17. Landlord reserves the right to rescind, alter, waive or add any Rule or
Regulation at
any time prescribed for the Building when,in the exercise of its reasonable
judgment, it deems it necessary or desirable for the reputation, safety, care or
appearance of the Building, or the preservation of good order therein, or the
operation or maintenance of the Building or the equipment thereof, or the
comfort of tenants or others in the Building. No rescission, alteration, waiver,
or addition of any Rule or Regulation in favor of one tenant shall operate as a
rescission, alteration, waiver or addition in favor of any other tenant.
EXHIBIT C
C-1
CLEANING STANDARDS
I. GENERAL CLEANING - Nightly - Five Times a Week.
1. Empty all waste receptacles.
3. Place waste in bags furnished by Landlord and place in a designated
area.
4. Dust all areas within reaching distance, which areas include window
xxxxx, wall ledges, desks, tables, file cabinets, and all office furniture,
provided no items shall be moved or lifted to accomplish such dusting.
5. Wipe all glass top desks and tables.
6. Sweep all tile flooring.
7. Vacuum or carpet sweep all carpeted areas:
8. Dust interior surfaces of elevator cabs and sweep tile flooring, or
vacuum carpet.
9. Refill toilet tissue dispensers as needed.
10. Set out foul weather mats at Building entrance when necessary, and
clean when necessary.
11. Dust glass on Building directory,
12. Lavatories:
(a) Clean all bowls, seats, urinals, washbasins and mirrors as necessary.
(b) Clean all metal work as necessary.
8 Empty paper towel and sanitary napkin receptacles and remove to designated
area.
(d) Insert toilet tissue, to be furnished by Landlord.
(e) Sweep and mop floors.
(f) Dust all xxxxx, partitions and ledges within reaching distance as
necessary.
II. FLOOR MAINTENANCE (Common Area)
Elevator Corridors (and Public Corridors on Multi-Tenanted Floors,
excluding subtenants of Tenant or related
corporations thereof).
(a) Sweep and mop all stone floors weekly.
(b) Damp mop and buff all composition flooring twice monthly.
8 Clean and wax all composition tile flooring monthly.
III. LIGHTS (Common Area)
Dust all lighting fixtures quarterly in the public areas.
IV. MAINTENANCE OF LAVATORIES
1. Damp-wipe booth partitions monthly.
2. Wash tile walls quarterly.
3. Wash interior of waste cans and sanitary containers bimonthly.
V. STAIRWAYS
1. Sweep and dust stairways weekly.
2. Mop stairways weekly.
VI. WINDOWS
Clean all windows inside and outside every quarterly subject to Unavoidable
Delays.
VII. EXTERMINATION
Provide extermination services for public areas monthly.
VIII. SNOW REMOVAL
Remove snow, if necessary, during usual business hours.
