EXHIBIT 10.11
LEASE AGREEMENT
between
ALBANY VENTURES, INC.
and
COMMUNITY NETWORKS
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For 000 Xxxxx Xxxxxx, Xxxxxx Xxx Xxxx 00000, Leased Premises: Suite 140
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TABLE OF CONTENTS
NO. PARAGRAPH TITLE.................................................... PAGE
--- --------------- ----
1 TERM............................................................... 3
2 RENTAL SCHEDULE.................................................... 3
3 USE OF PREMISES.................................................... 4
4 UTILITY CHARGES AND OPERATING SERVICES............................. 4
5 ELECTRICAL SYSTEM AND SERVICE...................................... 4
6 HEATING, VENTILATING & AIR CONDITIONING SYSTEM & SERVICE........... 5
7 INSURANCE; INDEMNITY............................................... 6
8 PREPARATION OF THE LEASED PREMISES................................. 7
9 OTHER LEASEHOLD IMPROVEMENTS BY LESSEE............................. 8
10 OCCUPANCY/COMMENCEMENT DATE........................................ 9
11 MAINTENANCE AND REPAIRS............................................ 10
12 CLEANING/JANITORIAL SERVICES....................................... 11
13 DAMAGE TO OR DESTRUCTION OF LEASED PREMISES........................ 11
14 ACTION OF PUBLIC AUTHORITIES....................................... 11
15 DEFAULT............................................................ 12
16 ACCELERATION OF RENT UPON DEFAULT.................................. 12
17 SUBORDINATION...................................................... 13
18 SUBLETTING AND ASSIGNMENT.......................................... 13
19 RECORDATION........................................................ 14
20 SURRENDER AND WAIVERS.............................................. 14
21 NOTICE............................................................. 15
22 BROKERAGE.......................................................... 15
23 ENTIRE AGREEMENT................................................... 15
24 CHANGES, MODIFICATIONS OR AMENDMENTS............................... 15
25 SEVERABILITY....................................................... 16
26 COVENANTS TO BIND RESPECTIVE PARTIES............................... 16
27 BUILDING NAME...................................................... 16
28 CERTIFICATE........................................................ 16
29 LESSEE'S REPRESENTATIONS........................................... 16
30 LESSEE'S REMEDIES.................................................. 16
31 SECURITY........................................................... 16
32 GOVERNING LAW...................................................... 17
33 RELOCATION CLAUSE.................................................. 17
33A EXPANSION OF LEASED PREMISES....................................... 17
34 SIGNATURE PAGE..................................................... 18
35 ACKNOWLEDGMENTS.................................................... 19
EXHIBIT A - RENTAL SCHEDULE........................................ 20
EXHIBIT C - WORK LETTER............................................ 21
EXHIBIT D - RULES AND REGULATIONS.................................. 22
EXHIBIT E - GUARANTY OF LEASE...................................... 24
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LEASE AGREEMENT
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THIS LEASE AGREEMENT, (the "Lease") made as of the day of September, 1998,
between Albany Ventures, Inc., a New York corporation, having its principal
office at 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (Lessor) and Community
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Networks, a corporation [authorized to do business in New York
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State], having its principal office at 000 Xxxxx Xxxxxx, Xxxxx ________________
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Albany, New York (Lessee).
WITNESSETH
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WHEREAS, Lessor is the owner of that certain tract of land with building
and improvements thereon erected commonly known as 000 Xxxxx Xxxxxx Xxxxxx, Xxx
Xxxx (hereinafter referred to as the "Building"); and
WHEREAS, Lessee desires to rent a portion of the Building for the conduct
of its business;
NOW THEREFORE, in consideration of the payment by Lessee of the Fixed Rent
and Additional Rent (as hereinafter defined) reserved and the mutual performance
of the covenants and conditions hereinafter set forth, Lessor does hereby let
and demise unto Lessee and Lessee does hereby take and hire from Lessor, a
certain portion of the Building (hereinafter referred to as the "Leased
Premises"), located on the 1ST floor of the Building, comprising approximately
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1,976 rentable square feet of space, as more particularly described on Exhibit A
annexed hereto and made a part hereof.
1. TERM: This Lease is for a term of twenty five months (25) commencing
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October 1, 1998, assuming the Leased Premises are ready for occupancy (as
defined in paragraph 10 hereof) or the day Lessee or anyone claiming under or
through Lessee first occupies the Leased Premises or any part thereof for
business, whichever occurs earlier (the earlier of such date being hereinafter
referred to as the "Commencement Date"), and expiring on October 31, 2000, or
shall end on such earlier date upon which the term of this Lease shall expire or
be canceled or terminated pursuant to the provisions of this Lease or pursuant
to law.
2. RENTAL SCHEDULE:
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(A) The fixed rental (the "Fixed Rent") for the Leased Premises is
$31,616.00 per annum, for the term of this Lease payable in monthly increments
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of $2,634.66; all based on there being 1976 rentable square feet in the Leased
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Premises and subject to correction if there are fewer or greater. Lessee shall
be given one (1) month free rent.
(B) The rentable area set forth above has been determined from the plans of
the Leased Premises. Should there be any variance between said plans and the
actual rentable area occupied by Lessee, then promptly upon notice by Lessor to
Lessee of such variance, the parties shall enter into a recordable agreement to
reflect such change and the Fixed Rent shall be adjusted in accordance
therewith.
(C) The Fixed Rent payments shall be paid in advance, without notice, on or
before the first day of each calendar month following the Commencement Date and
each month thereafter during the term of this Lease or any renewal thereof,
except that Lessee shall pay, upon the execution and delivery of this
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Lease by Lessee, the sum of $2,634.66 to be applied against the last installment
of Fixed Rent becoming due under this Lease. Lessee covenants that the Fixed
Rent shall be paid promptly to Lessor, at the offices of Galesi Management
Corporation, 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000, or to such other person and/or
at such other place as Lessor may designate, in lawful money of the United
States, without notice, demand, or abatement (except an abatement expressly
provided for in this Lease) and without any setoff or deduction whatsoever.
Lessee further covenants that any Additional Rent (as hereinafter defined) shall
be paid to Lessor in the same manner and subject to the same conditions,
covenants and requirements as provided for the payment of the Fixed Rent, on or
before the first day of the first calendar month following demand therefor
(unless otherwise specifically provided in this Lease).
(D) In addition to Fixed Rent, Lessee shall pay Additional Rent which shall
mean all sums of money payable by Lessee under this Lease other than Fixed Rent.
(E) The Lessee shall pay a "Late Charge" of two (2%) per month from the due
date of any installment of rental (Fixed Rent or Additional Rent) if said rental
payment is made after the tenth of the month. Nothing herein contained shall be
deemed to limit any right or remedy which the Lessor may have under this Lease,
at law or in equity.
3. USE OF PREMISES: Lessee will use and occupy the Leased Premises as
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executive and general office activities for its lawful business purposes. Lessee
will comply with any and all laws, ordinances, rules, orders and regulations of
any governmental authority which are applicable to the conduct of Lessee's
business on the Leased Premises. The parties agree not to hinder the operational
activities of either party within such common areas as the Building entrance and
lobby, elevators, fire access lanes, driveways, turn-around areas, parking,
loading, unloading and shall mutually observe the restricted areas of either
party or other tenants of the Building.
4. UTILITY CHARGES AND OPERATING SERVICE: (A) Lessor shall cause hot and
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cold water for ordinary lavatory, cleaning, drinking and toilet facility
purposes to be furnished at no expense to Lessee. Such facilities are provided
for common sharing and not for individual offices. (B) During the term of this
Lease or any renewal or extension thereof, Lessee shall pay for the following
utilities required for its operations: All telephone equipment, installation and
usage which shall be billed directly to the account of the Lessee by the
utility.
5. ELECTRICAL SYSTEM & SERVICE:
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(A) The Lessor shall provide to the Lessee the installed or connected
electrical system and related equipment for the Leased Premises. Any
relocation, addition or alteration of the system beyond the building standard
shall be at the Lessee's expense.
(B) The Lessee agrees that the Lessor may periodically survey the Leased
Premises to verify that electrical energy demand and consumption do not exceed
the building standard. Usage in excess of the standard will result in necessary
corrections or alterations. The Lessor and Lessee agree that such corrective
action shall be at the expense of the Lessee and shall be billed and payable to
the Lessor with the next month's rent.
(C) Lessor shall not be liable to Lessee at any time for any loss, damage,
or expense resulting from any change in the quantity or character of the
electrical service furnished to the Building by the
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electric utility; by the cessation or interruption of the supply of current; nor
shall any such loss, damage or expense, or non-suitability, non-availability,
cessation or interruption in the supply of electric service or current in any
way affect the tenancy or in any way relieve Lessee of any obligation arising
under the terms of this Lease.
(D) In order that the personal safety and property of the occupants and
owner of the Building may not be imperiled by the over-taxing of the capacity of
the existing electrical distribution system, Lessee agrees not to make any
alterations or additions to the electrical equipment, appliances, fixtures or
other machinery utilizing electric power (other than lamps, typewriters, and
other small office machines) without obtaining the prior written consent of
Lessor in each instance. Lessee covenants and agrees that at all times its use
of electric current shall never exceed the capacity of existing feeders or any
wiring installation in the Leased Premises.
(E) Replacement lamps/starters for all lighting fixtures shall be Lessor's
responsibility.
6. HEATING, VENTILATING AND AIR CONDITIONING SYSTEM & SERVICE:
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(A) Lessor shall provide heating, air conditioning, and year round
ventilating system into the interior areas, capable of maintaining temperature
conditions of 68 degrees F. dry bulb when the outside temperature is 0 degrees
F., and 75 degrees F. dry bulb when the outside temperature is 95 degrees F.,
assuming a population of not more than ten (10) people, and no reconfiguration
of the existing office space. Any change in location of diffusers or peripheral
system units, control valves, thermostats shall be for the account of the
Lessee.
(B) Lessor shall provide the above levels of HVAC throughout the year, in
accordance with the regular business hours of the Building designated as 7:00
a.m. to 6:00 p.m. Monday - Friday, excluding holidays ("Building Hours").
(C) Lessee agrees to keep and cause to be kept closed all windows in the
Leased Premises and to close the drapes or blinds when necessary to help
maintain comfortable temperatures and to conserve energy, and Lessee agrees at
all times to cooperate fully with the Lessor's energy conservation measures and
to abide by all regulations and requirements which Lessor may prescribe for the
proper functioning and protection of the HVAC system.
(D) Lessee agrees that in the event its occupancy level or electrical load
or both shall exceed the design capacity, the cost to Lessor of providing the
necessary additional HVAC capacity, including but not limited to any necessary
equipment, duct work or the like together with the cost of operation thereof,
shall be for the account of Lessee and shall be payable by Lessee to Lessor,
based upon the capacity of such additional equipment or the cost of otherwise
providing such additional capacity as Additional Rent. Lessor shall finish
Lessee in writing with an estimate of the cost of any such additional HVAC
equipment together with the additional monthly amount for operating any
additional capacity, and shall receive Lessee's written approval thereof prior
to providing such additional HVAC capacity.
(E) Lessor, through the term of this Lease, shall have free and
unrestricted access to any and all HVAC equipment in the Leased Premises upon
reasonable notice. Lessor reserves the fight to interrupt, curtail, stop or
suspend such HVAC equipment when necessary by reason of accident, or
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repairs, alteration or improvements that are in the judgment of Lessor to be
desirable or necessary to be made. No diminution or abatement of rent or other
compensation shall or will be claimed by Lessee, nor shall the Lease or any of
the obligations of Lessee be affected or reduced by reason of interruption or
curtailment of such HVAC, when such interruption or curtailment or stoppage or
suspension shall be due to failure of electric power or accident, or to repairs,
alterations or improvements that are in the reasonable judgment of Lessor
desirable or necessary to be made, or to difficulty or inability in securing
supplies or labor, or to strikes, or to any other cause beyond the reasonable
control of Lessor, whether such other cause be similar or dissimilar to those
hereinbefore specifically mentioned.
Lessor shall not be required to furnish, and Lessee shall not be entitled
to receive, any HVAC service during any period wherein Lessee shall be in
default beyond the applicable notice period in the payment of Fixed Rent or
Additional Rent as specified in the Lease.
7. INSURANCE; INDEMNITY:
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(A) Lessor shall procure and maintain all insurance which it deems
necessary for its protection against loss or damage to the Leased Premises or
any other property of Lessor situated thereon.
(B) Nothing contained in this Lease shall be construed to require either
party to repair, replace, reconstruct, or pay for any property of the other
party which may be damaged or destroyed by fire, flood, windstorm, earthquake,
strikes, riots, civil commotions, acts of public enemy, act of God, or other
casualty, and each party hereby waives all claims against the other for all loss
or damage arising out of perils normally insured against by standard fire and
extended coverage insurance.
(C) (1) Except as hereinafter provided, neither party nor any agent or
employee of either party shall be liable for:
(a) Loss of or damage to any property of the other party, or of
any entity within the other party's control, or injury to any entity (if a
person) within the other party's control, from any cause whatsoever, unless
caused by or due to such party's gross negligence;
(b) Any damage referred to in (a) above caused by other
occupants or persons in the Building or by construction of any private, public,
or quasi-public work;
(c) Any latent defect in the Leased Premises or the Building and
Lessee shall not be entitled to any compensation therefor or for abatement of
Fixed Rent or Additional Rent or to any release of any of Lessee's obligations
under this Lease so long as such defect remains latent; nor shall the same
constitute an eviction.
Lessee shall indemnify, defend and hold the Lessor harmless against and
from all liability referred to in (a) above arising out of any action brought by
any entity within the Lessee's control, which, for purposes of this paragraph,
shall include the Lessee's agents, employees, contractors and invitees.
(2) Lessee shall reimburse and compensate Lessor as Additional Rent
within five (5) days after rendition of a statement for all expenditures
(including attorney's fees) made by, or damages or fines sustained or incurred
due to non-performance of or non-compliance with or breach by or failure to
observe any term, covenant or condition of this Lease on Lessee's part to be
kept, observed, performed
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or complied with.
(D) Lessee shall save Lessor harmless and indemnify it from and against
all injury, loss, claims or damage (including attorney's fees) to any person or
property while at the Building arising out of use or occupancy of the Leased
Premises by the Lessee or its employees, suppliers, contractors or agents and
from and against all injury, loss, claim, or damage to any person or property
anywhere occasioned by any act, neglect or default of the Lessee or its
employees, suppliers, contractors or agents. Lessee covenants and agrees that
during the term of this Lease it will provide and keep in force general public
liability insurance protecting and indemnifying persons and property in or about
the Leased Premises and in the Building throughout and the connecting corridors
thereof to the limit of not less than one million ($1,000,000.00) dollars in
respect of any one occurrence and three million ($3,000,000.00) dollars for
bodily injury or death to any number of persons in any one occurrence and to the
limit of not less than one hundred thousand ($100,000.00) dollars for property
damage. Lessee shall provide, or cause to be provided, Worker's Compensation
Insurance covering all persons employed in connection with the performance of
work upon, in or about the Leased Premises and throughout the Building and the
connecting corridors thereof (exclusive of work, if any, being done by Lessor as
provided by this Lease). All such insurance shall be effected in standard form
under valid, enforceable policies issued by insurers of recognized
responsibility and licensed to do business in the State of New York and shall,
except in the case of Worker's Compensation Insurance, name Lessor and Lessee as
the insureds as their respective interest may appear. A Certificate of such
insurance shall be delivered to Lessor prior to the Commencement Date and
thereafter from time to time (but no less than annually) during the term of this
Lease and at least ten (10) days prior to the expiration date of the previous
policy together with certificates evidencing the renewal of such policy, with
satisfactory evidence of payment of the premium on such policy. To the extent
obtainable, all such policies shall contain agreements by the insurers that (i)
such policies shall not be canceled except upon ten (10) days prior written
notice to each named insured and (ii) the coverage afforded thereby shall not be
affected by the performance of any work upon, in or about the Leased Premises.
(E) If by reason of any improper act of Lessee there shall be an increase
in the insurance premiums applicable to the Building, or the Lessor shall incur
any other expense by reason thereof, Lessee shall pay such increase or expense
to Lessor on the first day of the month immediately following the submission of
a xxxx or statement by Lessor to the Lessee for the same.
8. PREPARATION OF THE LEASED PREMISES:
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(A) The Lessor shall provide and install in the Leased Premises, those
items, if any, as shall be specified in Exhibit C ("Work Letter") attached
hereto and made a part hereof.
(B) The Lessee may require and specify additional leasehold improvements
for the Leased Premises in addition to or in excess of the "building standard."
Any such improvement so designated shall be done by and for the specific account
of the Lessee unless otherwise provided for in the "Work Letter." The
authorization by the Lessee to do the work shall be specified by the attached
"Work Letter" or by additional supplement to the Work Letter to describe the
complete scope of improvements.
(C) The Lessor's agreement to do the work in the Leased Premises as set
forth in the "Work Letter" shall not require it to incur overtime costs and
expenses and shall be subject to unavoidable delays due to acts of God,
governmental restrictions, strikes, labor disturbances, shortages of materials
and
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supplies and for any other causes or events beyond Lessor's reasonable control.
Lessor has made, and makes, no representation as to the date when the Leased
Premises will be ready for Lessee's occupancy. In the event that Lessor is
unable to substantially complete the work specified in Exhibit C so as to allow
Lessee to have commercially reasonable use of the Leased Premises on or before
October 1, 1998, Lessor shall at no cost to Lessee, make available space in
Suite 130 in its "as is" condition until the Leased Premises are substantially
completed.
9. OTHER LEASEHOLD IMPROVEMENTS BY LESSEE:
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(A) Lessee shall have the right, with the prior written consent of Lessor
(except that decorative improvements including painting, wall coverings,
carpeting and non-structural work shall require only prior notice to Lessor),
and at Lessee's sole expense, to make alterations or improvements in or to the
Leased Premises as it shall consider necessary or desirable for the conduct of
its business, provided that all such work shall be done in good and workmanlike
manner, that the structural integrity of the Building shall not be impaired, and
no liens shall attach to the Leased Premises or Building by reason thereof, and
provided also that all requirements of governmental authorities shall be
complied with.
(B) With respect to other improvements by the Lessor's requiring Lessees
written consent, Lessee shall prepare at its expense the outline drawings and
specifications indicating the alterations, modifications or any other
improvements to be made to the Leased Premises by the Lessee. All such plans
shall conform to the conditions outlined herein and as may be reasonably
established by Lessor.
(C) The Lessee shall submit the plans and specifications to the Lessor for
review and approval prior to the start of any work. The Lessor shall make
commercially reasonable good faith efforts to provide Lessor's approval,
conditioned acceptance or denial of the improvements within ten (10) days after
receipt.
(D) With respect to improvements by the Lessee requiring Lessor's written
consent, the Lessee, at the expense of the Lessee, shall file the appropriate
plan with the appropriate municipal building department and obtain approval and
all requisite, building, occupancy or other permits. No work shall commence
until the above approvals have been received.
(E) With respect to improvements by the Lessee requiring Lessor's written
consent, Lessee shall furnish a copy to Lessor of any construction contracts
with contractors who will perform the Lessee's improvements to the Leased
Premises. The Lessor shall have the right to inspect the improvements during
the construction thereof to insure:
(1) That the work will be done in accordance with the approved plans
and specifications and the consents, authorizations and licenses obtained;
(2) That the contractor or other persons performing the work and
furnishing materials will look solely to Lessee for payment and will hold Lessor
and the Leased Premises and the Building containing free from all liens and
claims of all persons furnishing labor or materials therefor, or both;
(3) That qualified and skilled tradesmen only shall be used in the
performance of Lessee's improvements;
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(4) Any mechanic's lien filed against the Leased Premises or the
Building for work claimed to have been done or materials finished to Lessee
shall be discharged by Lessee, at its expense, within fifteen (15) days after
notice from Lessor to such effect. For the purposes hereof, the bonding of such
lien by a reputable casualty or insurance company shall be deemed the equivalent
of a discharge of such mechanic's lien. In the event Lessee fails to so
discharge such mechanics lien, Lessor may cause same to be bonded or discharged
and charge the expense thereof (including attorney's fees) to Lessee as
Additional Rent.
(5) Contractors doing Lessee's work shall employ only such labor as
will not result in jurisdictional disputes or strikes or otherwise cause labor
discord with respect to the Building.
(F) Lessee or its employees, suppliers, contractors or agents agree to
indemnify and save Lessor harmless against any and all bills for labor performed
and equipment, fixtures and materials installed in the Building and from and
against all losses, damages, costs, expenses, suits and claims whatsoever in
connection with the access to the Building and to the Lessee's leasehold
improvements in the Leased Premises. The cost of Lessee's leasehold improvements
shall be paid for in cash or its equivalent, so that the Leased Premises and the
Building containing the same shall at all times be free of liens for labor and
materials supplied or claimed to have been supplied.
(G) Upon the termination of this Lease, the improvements and any other
alterations, additions or improvements (other than trade fixtures) shall, at the
option of the Lessor (1) become the property of Lessor, or (2) be removed by the
Lessee, provided that any part of the Leased Premises affected by such removal
shall be restored to its original condition, reasonable wear and tear excepted.
10. OCCUPANCY/COMMENCEMENT DATE:
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(A) In the event this Lease pertains to the initial occupancy by any
Lessee of the Leased Premises, the Leased Premises shall be deemed ready for
occupancy on the earliest date on which both of the following conditions have
been met.
(1) The improvements described herein to be performed by Lessor have
been substantially completed, including the erection and painting or covering
(as required) of the walls, the installation of the doors and hardware and locks
therefor, the installation of lighting, electric outlets and switches such that
they are operational, and the issuance of such governmental approvals as may be
required for occupancy.
(2) Adequate means of access have been provided, and the use without
material interference of the facilities necessary to Lessee's occupancy of the
Leased Premises, including corridors, elevators, stairways, heating,
ventilating, air conditioning, sanitary, water and electrical lighting and power
facilities, are available to Lessee in accordance with Lessor's obligations
under the Lease.
(B) Lessor shall give written notice to Lessee designating the
Commencement Date for the term of this Lease in respect to the Leased Premises,
which shall not be fewer than two (2) business days' notice.
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11. MAINTENANCE AND REPAIRS:
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(A) Lessee shall keep the Leased Premises in good condition, reasonable
wear and tear excepted, and shall, in the use and occupancy of the Leased
Premises, conform to all laws, orders and regulations of the Federal, State and
Municipal governments, or any of their departments, and regulations of the New
York Board of Fire Underwriters, applicable to the Premises. Lessee shall not be
required to perform any maintenance, repairs or replacements necessitated by the
negligence of Lessor, its servants, agents, or employees, or structural defects
or deficiencies in the Building, or by fire, or other casualty.
(B) Except for such maintenance, repairs, and replacements as are
required by (A) above to be made by Lessee, Lessor shall perform any and all
structural alterations, maintenance, repairs and equipment replacements which
may be necessary to maintain the Building in good, safe and tenantable
condition.
(C) Lessee shall permit the Lessor to erect, use and maintain pipes and
conduits in and through the Leased Premises, provided the same are installed and
concealed behind walls and ceilings of the Leased Premises and do not result in
any noticeable loss of Lessee's space. All work necessary in connection with the
foregoing shall to the extent possible, be done outside of Lessee's regular
business hours. The Lessor or its agents shall have the right to enter the
Leased Premises to make such repairs or alterations as the Lessor reasonably
deems desirable for the proper operation of the Building and shall have the
right to enter the Leased Premises at any time on reasonable advance notice to
Lessee to examine them or when necessary for the protection of the Leased
Premises or the Building. The Lessor, provided it proceeds with due diligence,
shall be allowed to take all material into and upon the Leased Premises that may
be required for such repairs or alterations without the same constituting an
eviction of Lessee in whole or in part and without any abatement or diminution
of Fixed Rent or Additional Rent. In the making of such repairs or alterations,
the Lessor, to the extent practicable and consistent with efficiency and
economy, shall exercise reasonable diligence so as to minimize the disturbance
of or interference with the business of Lessee. Nothing herein contained,
however, shall be deemed or construed to impose upon the Lessor any obligation,
responsibility or liability whatsoever for the care, supervision or repair of
the Premises or any part thereof, other than as herein provided. The Lessor
shall also have the right at any time, without the same constituting an actual
or constructive eviction and without incurring any liability to Lessee therefor,
to change the arrangement or location of entrances or passageways, doors and
doorways and corridors, stairs, toilets, or other public parts of the Building,
provided that no changes shall be made without Lessee's consent where such
changes would adversely affect Lessee's ingress and egress to and from the
Leased Premises from the street floor or from the lobby of the Building or from
the hallway or lobby of the Building.
Lessee shall at all times during the term of this Lease, and any
extension thereof, permit inspection of the Leased Premises during
business hours, by the Lessor and its agents or representatives, or by
or on behalf of prospective lessees. Except in the case of emergency,
any such inspection will be on at least twenty-four (24) hours'
notice. Such inspection will be done in a manner so as not to
unreasonably interfere with Lessee in the conduct of its business.
(D) Damages resulting from any act of the Lessee or its employees,
contractors, agents, licensees or invitees shall be repaired by the Lessee, or,
if repaired by the Lessor, all costs shall be
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charged to the account of the Lessee.
(E) All repairs or replacements by Lessee or Lessor shall be of first
quality and done in good and workmanlike manner. If Lessee is charged with
making such repairs, restorations and replacements, the contract or chosen by
Lessee to do such repairs, restorations or replacements shall be subject to
Lessee's approval and further, if Lessee shall fail within fifteen (15) days'
written request from Lessor to commence the making of such repairs, restorations
and replacements and complete the work with reasonable diligence, they may be
made and completed by Lessor but at the expense of Lessee.
12. CLEANING/JANITORIAL SERVICES: Lessor shall provide cleaning and janitorial
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services. Any special Lessee requirements for cleaning shall be specified,
priced separately and billed as Additional Rent to the Lessee's account, or they
may be billed directly to the Lessee by the contractor performing the work, at
Lessor's discretion.
13. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES: If during the term of the
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Lease, the Leased Premises are damaged by fire, flood, windstorm, strikes,
riots, civil commotions, acts of God, or other casualty so that the same are
rendered wholly unfit for occupancy, and if said Leased Premises cannot be
repaired within one hundred eighty (180) days from the time of such damage, then
this Lease, at the option of the Lessor, may be terminated as of the date of
such damage. In the event that the Lessor elects to terminate this Lease, the
Lessee shall pay the Fixed Rent and any Additional Rent apportioned to the time
of damage and shall immediately as practicable surrender the Leased Premises to
the Lessor who may enter upon and repossess the same and from and after the date
of surrender, Lessee shall be relieved from any further liability hereunder. If
the Lessor elects not to terminate the Lease or if any damage by any of the
above casualties, rendering the Leased Premises wholly unfit, can be repaired
within one hundred eighty (180) days thereafter, Lessor agrees to repair such
damage promptly within such period and this Lease shall not be affected in any
manner except that the Fixed Rent and Additional Rent shall be suspended and
shall not accrue from the date of such damage until such repairs have been
completed. If said Leased Premises shall be so slightly damaged by any of the
above casualties as not to be rendered wholly unfit for occupancy, Lessor shall
repair the Leased Premises promptly to Lessee's reasonable satisfaction and
during the period from the date of such damage until the repairs are completed
the Fixed Rent shall be apportioned so that the Lessee shall pay as Fixed Rent
an amount which bears the same ratio to the entire monthly Fixed Rent as the
portion of the Leased Premises which Lessee is able to occupy without
disturbance during such period bears to the entire Leased Premises. If the
damage by any of the above casualties is so slight that Lessee is not disturbed
in its possession and enjoyment of the Leased Premises, then Lessor shall repair
the same promptly and in that case the Fixed Rent and Additional Rent accrued or
accruing shall not xxxxx.
Notwithstanding anything herein contained to the contrary, if the cost of
repair or restoration exceeds thirty (30%) percent of the replacement value,
less foundation, of the Building, then Lessor shall have the option, exercisable
on written notice to Lessee within sixty (60) days of such damage, not to repair
and restore the Building.
Lessee hereby expressly waives the provisions of Section 227 of the Real
Property Law or any other law or statute hereafter enacted of similar import and
agrees that the foregoing provisions of this paragraph shall govern and control
in lieu thereof.
14. ACTION OF PUBLIC AUTHORITIES: In the event that any exercise of the power
----------------------------
of eminent
-11-
domain by any governmental authority, Federal, State, County, or Municipal, or
by any other party vested by law with such power shall at any time materially
affect Lessee's use and enjoyment of the Leased Premises for the purposes set
forth in paragraph 3, Lessor and Lessee shall each have the right thereupon to
terminate this Lease. In the event of the termination of this Lease in
accordance with the provisions of this paragraph 14, the Fixed Rent shall be
apportioned and prorated accordingly. Lessee shall not be entitled to claim or
receive any part of any award in any condemnation proceeding or as a result of
such condemnation or taking, or to any damages against Lessor whether the same
be for the value of the unexpired term of this Lease or otherwise. Nothing
herein contained, however, shall be deemed to preclude Lessee's fixtures or
improvements or for Lessee's moving expenses provided the award for such claim
or claims is not in diminution of the award made to the Lessor (who shall not
claim such items as its own).
15. DEFAULT: If Lessee shall fail to pay any Fixed Rent or Additional Rent to
-------
Lessor when the same is due and payable under the terms of this Lease and such
default shall continue for a period of ten (10) days after written notice
thereof has been given to Lessee by Lessor, or if the Lessee shall materially
fail to perform any of the covenants or conditions hereof or any other duty or
obligation imposed upon it by this Lease and such default shall continue for a
period of thirty (30) days after written notice thereof has been given to Lessee
by Lessor, or if the Lessee shall be adjudged bankrupt, either voluntarily or
involuntarily, or shall make a general assignment for the benefit of its
creditors, or a receiver of any property of any property of Lessee in or upon
the Leased Premises be appointed in any action, suit, or proceeding by or
against Lessee and such appointment shall not be vacated or annulled within
sixty (60) days, or if Lessee enters into any type of reorganization under the
United States Bankruptcy Code, as the same may from time to time be amended, or
if the interest of Lessee in the Leased Premises shall be sold under execution
or other legal process, then and in any such events Lessor, in its sole
discretion, may at any time thereafter terminate this Lease and the term thereof
upon giving to the Lessee five (5) days notice in writing of its intention to do
so and upon the giving of such notice, this Lease and the term thereof shall
terminate, and Lessor shall again have, repossess and enjoy the same as if this
Lease had not been made, and thereupon this Lease shall terminate without
prejudice, however, to the right of Lessor to recover from Lessee all Fixed Rent
and Additional Rent due and unpaid up to the time of such re-entry together with
all damages and expenses, including attorney's fees, incurred by Lessor due to
Lessee's default. In the event of any such default and re-entry, Lessor shall
have the right, but not the obligation to relet the Leased Premises for the
remainder of the then existing term whether such term be the initial term of
this Lease or any renewed or extended term, for the highest rent then
obtainable, and to recover from Lessee, as damages, the difference between the
rent reserved by this Lease and the amount obtained through such reletting less
the costs and expenses reasonably incurred by Lessor in such reletting
(including attorney's fees). In the event that the amount obtained through such
reletting, less the reasonable costs and expenses thereof, including attorney's
fees, shall exceed the Fixed Rent and Additional Rent herein reserved, Lessee
shall have no right to such excess. Any such notice shall specifically refer to
this paragraph 15 and shall specify the default claimed.
Lessor's remedies as specified in this Lease are cumulative and are not
intended to preclude any other remedies or means of redress to which Lessor may
lawfully be entitled at any time, and Lessor may invoke any remedy allowed at
law or in equity as if specified remedies were not provided for in this Lease.
16. ACCELERATION OF RENT UPON DEFAULT: It is hereby mutually agreed, that
---------------------------------
notwithstanding anything to the contrary herein contained, the Leased Premises
are demised for rental
-12-
of $63,232.00 for the entire term of twenty four (24) months, payable at the
time of the making of this Lease, and that the provisions herein contained for
the payment of said Fixed Rent in installments are for the convenience of Lessee
only, and that, upon default in payment of the rent in installments, as herein
allowed, then the whole of the Fixed Rent and Additional Rent hereby reserved
for the whole of the said term and then remaining unpaid shall at once become
due and payable, without notice or demand.
17. SUBORDINATION:
-------------
(A) This Lease is subject and subordinate to any mortgages now or
hereafter affecting or covering the Leased Premises and all or any part of the
Building, and to any and all renewals, modifications, consolidations,
replacements and extensions of such leases and mortgages. This clause shall be
self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, however, Lessee agrees to execute any
instrument which may be deemed necessary or desirable by Lessor to effectuate
the subordination of this Lease to any such mortgage.
(B) Lessee shall attorn to and recognize a successor lessor, whether
through possession or foreclosure action or sale, as Lessee's landlord under
this Lease and shall promptly execute and deliver any instrument that such
successor Lessor may reasonably request to evidence such recognition and
attornment.
18. SUBLETTING AND ASSIGNMENT:
-------------------------
(A) Lessee shall not have the right to sublet or assign the Leased
Premises except on the following terms and conditions:
(1) Such subletting or assignment shall not relieve the Lessee from
its duty to perform fully all of the agreements, covenants and conditions set
forth in this Lease or any guarantor from the obligations of any guaranty
executed and delivered in connection with this Lease.
(2) The Lessee shall first obtain the Lessor's written consent to the
subletting or assignment in each instance. Tenant, however, may assign interest
or sublet premises to any entity which controls, is controlled by, or is under
common control with tenant with notice to landlord, but without landlord's
consent.
(3) The Lessee shall provide the name of the proposed sublessee or
assignee, the term and conditions of the proposed subletting or assignment, the
nature and character of the business of the proposed sublessee or assignee, and
banking, financial and other credit information relating to the proposed
sublessee reasonably sufficient to enable Lessor to determine the financial
responsibility of said proposed sublessee or assignee.
(4) Upon the receipt of such request from Lessee, Lessor shall have
an option, to be exercised in writing within forty-five (45) days thereafter, to
terminate this Lease effective on a date (the "Termination Date") set forth in
Lessors notice of termination, which shall not be less than thirty (30) days nor
more than one hundred twenty (120) days following the service upon Lessee of
Lessor's notice of termination.
(5) In the event Lessor shall exercise such option to terminate this
Lease, this Lease shall
-13-
expire on the termination date as if that date has been originally fixed as the
expiration date of the term herein granted and Lessee shall surrender possession
of the entire Leased Premises on the termination date in accordance with the
provisions of this Lease.
(B) If Lessor shall not exercise its option within the period aforesaid,
then Lessor's consent to such request shall not be arbitrarily withheld but will
be given only on the following conditions, which conditions are hereby
acknowledged by Lessee to be reasonable and proper:
(1) That the subletting or assignment is for the entire Leased
Premises only;
(2) That the subletting or assignment shall be to a sublessee whose
occupancy will be in keeping with the dignity and character of the then use and
occupancy of the Building by other lessees and whose occupancy will not be more
objectionable or more hazardous than that of Lessee herein. In no event shall
any subletting or assignment be permitted to a school of any kind or an
employment or placement agency; or governmental or quasi-governmental agency;
(3) That the subletting or assignment shall not be to any lessee,
sublessee or assignee of any leased space in the Building;
(4) That the subletting or assignment shall not be at a lower rental
rate than that being charged by Lessor at the time for similar space in the
Building;
(5) That the sublease or assignment will expressly prohibit
assignment of the Lease or further subletting by the sublessee without Lessor's
written consent.
(6) If this Lease shall be assigned, or if the Leased Premises or any
part thereof, be sublet or occupied by any person or persons other than Lessee,
Lessor may, after default by Lessee, collect Fixed Rent and/or Additional Rent
from the assignee, subtenant or occupant, and apply the net amount collected to
the Fixed Rent and/or Additional Rent herein reserved, but no such assignment,
subletting, occupancy or collection of Fixed Rent and Additional Rent shall be
deemed a waiver of the covenants contained in this Lease, nor shall it be deemed
acceptance of the assignee, subtenant or occupant as a tenant or a release of
Lessee from the full performance by Lessee of all of the terms, conditions and
covenants of this Lease.
19. RECORDATION: Lessee and Lessor agree that they will not record this Lease
-----------
nor any memorandum thereof.
20. SURRENDER AND WAIVERS: When this Lease shall terminate in accordance with
---------------------
the terms hereof, Lessee shall quietly and peaceably deliver up possession to
Lessor without notice from Lessor other than as may be specifically required by
any provision of this Lease. Lessee expressly waives the benefit of all laws
now or hereafter in force requiring notice from Lessor with respect to
termination. Lessee shall deliver up on of the Leased Premises in as good order,
repair, and condition as the same were in at the beginning of the term of this
Lease, except for reasonable wear and tear. The cost of repairing any damage to
the Leased Premises arising from the removal of Lessee's property, shall be paid
by Lessee. Lessee's obligation to observe or perform this provision shall
survive the expiration or other termination of the term of this Lease. All
personal property of Lessee not removed by it shall be deemed abandoned.
-14-
The Lessee, for itself and on behalf of any person claiming through or
under it, including creditors of all kinds, does hereby waive and surrender all
rights and privileges which it might have under or by reason of any present or
future law to redeem the Leased Premises or to have a continuance of this Lease
for the term thereof after being dispossessed or ejected therefrom by process of
law or under the provisions of this Lease or after any termination of this Lease
as herein provided. Lessee also waives the provisions of any law relating to
notice or delay in levy of execution in case of an eviction or dispossession of
Lessee for non-payment of Fixed Rent and/or Additional Rent or of any other law
of like import now or hereafter in effect.
Lessee shall not interpose any counterclaim or claim of set-off of any
nature or description whatsoever in any action or summary proceeding for the
non-payment of the Fixed Rent or Additional Rent.
Except for an action, proceeding or counterclaim brought by either Lessor
or Lessee against the other for personal injury or property damage, Lessor and
Lessee hereby waive trial by jury in any action or proceeding or counterclaim
brought by either against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of Lessor and Lessee, or
Lessee's use or occupancy of the Leased Premises, including any emergency or
other statutory remedy with respect thereto.
21. NOTICE: Any notice or demand required by the provisions of this Lease to
------
be given to Lessor shall be deemed to have been given adequately if sent by
Certified Mail, Return Receipt Requested, to Lessor at the following address:
Albany Ventures, Inc.
c/o Galesi Management Corporation
000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Any notice or demand required by the provisions of this Lease to be given
to Lessee shall be deemed to have been given adequately if sent by Certified
Mail, Return Receipt Requested, to Lessee at the following address:
Community Networks
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
or to such other address as Lessee may hereafter designate by notice to Lessor.
Notice shall be deemed given when the same is received by the addressee.
22. BROKERAGE: Lessee hereby warrants and represents that Equis of New York
---------
has been used in connection with this Lease. Lessor agrees that it will pay the
commission of said broker pursuant to a separate brokerage agreement.
23. ENTIRE AGREEMENT: The whole and entire agreement of the parties is set
----------------
forth in this Lease and the parties are not bound by any agreements,
understandings or conditions otherwise than as expressly
-15-
set forth and stipulated hereunder.
24. CHANGES, MODIFICATIONS OR AMENDMENTS: This Lease may not be changed,
------------------------------------
modified, discharged or terminated orally or in any other manner than by an
agreement signed by the parties hereto or their respective successors and
assigns.
25. SEVERABILITY: If any provision of this Lease or its application to any
------------
situation, shall be invalid or unenforceable to any extent, the remainder of
this Lease, or the application thereof to situations other than that as to which
it is invalid or unenforceable, shall not be affected thereby, and every
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.
26. COVENANTS TO BIND RESPECTIVE PARTIES: The covenants, agreements,
------------------------------------
conditions and provisions of this Lease shall be binding upon and inure to the
benefit of Lessor and Lessee and their respective heirs, distributees,
executors, administrators, successors and permitted assigns, except that no
assignment or subletting in violation of the provisions of paragraph 18 shall
operate to vest any rights in any successor assignee or subtenant.
27. BUILDING NAME: The Lessor, for itself and its successors and assigns
-------------
reserves the right to change the name of the Building, now generally known as
the 000 Xxxxx Xxxxxx Xxxxxxxx, or the address of the Building or to designate
additional addresses therefor, on notice to Lessee.
28. CERTIFICATE: Lessee agreed, at any time and from time to time, upon not
-----------
less than ten (10) days prior request by Lessor to execute, acknowledge and
deliver a statement in writing certifying that this Lease is unmodified and is
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), the
commencement date of this Lease, or any other existing status of the Lease, and
the dates to which the rent and other charges have been paid in advance, if any,
it being intended that any such statement delivered pursuant to this paragraph
may be relied upon by any prospective purchaser or mortgagee of the Building.
29. LESSEE'S REPRESENTATIONS: Lessee represents to Lessor that it has made a
------------------------
thorough examination and inspection of the Leased Premises and is familiar with
the condition of every part thereof. Lessee agrees that it enters into this
Lease without any representations or warranties by Lessor or any of its agents,
representatives, employees or servants or by any other person as to the
condition of the Leased Premises, and Lessee agrees to accept the Leased
Premises on the Commencement Date "as is" in its then condition, without any
alterations, improvements, repairs or decorations to be made by Lessor, except
as hereinabove otherwise provided.
30. LESSEE'S REMEDIES: Lessee shall look only to Lessor's estate and property
-----------------
in the Building (or the proceeds thereof) for the satisfaction of Lessee's
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money by Lessor in the event of any default by Lessor hereunder,
and no other property or assets of Lessor or its partners or principals,
disclosed or undisclosed, shall be subject to levy, execution, or other
enforcement procedure for the satisfaction of Lessee's remedies under or with
respect to this Lease, the relationship of Lessor and Lessee hereunder or
Lessee's use and occupancy of the Leased Premises.
31. SECURITY: Lessee has deposited with Lessor the sum of $______0______ as
--------
security for the full and faithful performance and observance by Lessee of
Lessee's obligations under this Lease. If
-16-
Lessee defaults in the full and prompt payment and performance of any of
Lessee's obligations under this Lease including, without limitation, the payment
of Fixed Rent and Additional Rent, Lessor may use, apply or retain the whole or
any part of the security so deposited to the extent required for the payment of
any Fixed Rent and Additional Rent or any other sum as to which Lessee is in
default or for any sum which Lessor, may expend or may be required to expend by
reason of Lessee's defaults. If Lessor shall so use, apply or retain the whole
or any part of the security, Lessee shall, upon demand, immediately deposit with
Lessor a sum equal to the amount so used, applied or retained, as security as
aforesaid. If Lessee shall fully and faithfully comply with all of Lessee's
obligations under this Lease, the security or any balance thereof shall be
returned to Lessee upon the termination of the Lease and after delivery to the
Lessor of entire possession of the Leased Premises. In the event of any sale of
Lessor's interest in the Building, Lessor shall have the fight to transfer the
security to the vendee and Lessor shall thereupon be released by Lessee from all
liability for the return of such security. The security deposit shall be
deposited by Lessor in an interest bearing account and interest earned by the
security is for the account of Lessee, unless Lessor retains the entire security
deposit.
32. GOVERNING LAW: The terms and conditions of this Lease shall be construed
-------------
and interpreted under the laws of the State of New York.
33. RELOCATION CLAUSE: Lessor shall have the right upon forty-five (45) days
-----------------
written notice to relocate Lessee to similar space, in size and type, with in
the Building. Notice to relocate shall be in writing and does not require
Lessee's written approval. Relocation costs shall be borne by the Lessor and all
terms and covenants of this Lease shall remain in full effect. In the event that
Lessor shall request that Lessee relocate during the last six (6) months of the
term of this Lease, then, provided Lessee is not then in default under this
Lease at the time that the relocation notice is given, Lessee shall have the
option, exercisable notice given within five (5) days of the date that Lessee
receives Lessor's relocation notice of terminating this Lease effective as of
the date specified in Lessor's notice of relocation the date that relocation is
to occur.
33.A. EXPANSION OF LEASED PREMISES. If Lessor receives a bona fide inquiry to
----------------------------
show space at Suite 130 ("Expansion Premises"), it shall promptly notify Lessee
of such fact and Lessee shall have forty-eight (48) hours within which to inform
Lessor that Lessee desires to enter into negotiations to lease the Expansion
Premises. Lessor and Lessee agree to negotiate in good faith an acceptable
rental rate and other terms for the Expansion Space. If Lessee shall not inform
Lessor of its desire to negotiate within such forty-eight (48) hour period or if
Lessee cannot agree on terms within five (5) business days, Lessor may be free
to negotiate a lease with the bonafide third party.
- signature page to follow -
-17-
IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be
executed by their duly authorized officers as of the day and year first above
written.
ALBANY VENTURES, INC., LESSOR
By:__________________________
Name:
Title:
COMMUNITY NETWORKS, LESSEE
By:__________________________
Name:
Title:
PLEASE NOTARIZE ON PAGE 15.
-18-
NOTARY FOR LESSOR:
-----------------
STATE OF NEW YORK
COUNTY OF __________
On the__________ day of _____________ in the year __________, before
me, the undersigned, a notary public in and for said state, personally appeared
___________________; the person known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacities and that by his/her/their signature(s) on the
instrument, the individual(s) or the person upon behalf of which the
individual(s) acted, executed the instrument.
--------------------
Notary Public
NOTARY FOR LESSEE:
-----------------
STATE OF NEW YORK
COUNTY OF __________
On the__________ day of ______________ in the year __________, before
me, the undersigned, a notary public in and for said state, personally appeared
___________________; the person known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacities and that by his/her/their signature(s) on the
instrument, the individual(s) or the person upon behalf of which the
individual(s) acted, executed the instrument.
--------------------
Notary Public
-19-
EXHIBIT A
---------
RENTAL SCHEDULE
---------------
1976 rentable square feet-100 State Street, Suite 140
---- ---
Tenant: Community Networks
Contact: Xxxxx Xxxxxxx
Lease Term: Twenty four (24) months
Lease Commencement Date: October 1, 1998
Lease Rate: October 1, 1998 - October 31, 1998 Free Rent
November 1, 1998 - October 31, 2000 $31,616.00/annum
$2,634.66/mo.
Special Provisions:
After 18 months of paid rent, tenant can exercise the option to leave by
paying (1) one months rent penalty and the balance of the commission to broker.
-20-
EXHIBIT C
---------
WORK LETTER
-----------
1. Construct 20' 5" wall to make separate conference room.
2. Resurface all existing walls and paint.
3. Install 26 oz. carpet to the floor. Landlord to select colors.
4. Install electrical outlets.
5. Install 6 panel painted masonite door.
6. Remove dumb waiter and patch.
-21-
EXHIBIT D
---------
RULES AND REGULATIONS
---------------------
1. The sidewalks, entrances, passages, courts or halls shall not be
obstructed by Lessee or used for any purpose other than ingress and egress to
and from the demised premises. Nothing shall be thrown out of windows or doors
or down passages of building.
2. Movement of goods in or out of the premises and building shall only be
effected through the rear entrance. No hand trucks, carts, etc., shall be used
in the building unless equipped with rubber tires and side guards.
3. The skylights, windows, and doors that reflect or admit light and air
into the halls, or other public places in the building shall not be covered or
obstructed by Lessee, nor shall anything be placed on the window xxxxx.
4. 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
rubbish, rags or other substances shall be thrown therein. All damages
resulting from any misuse of the fixtures shall be borne by the Lessee who, or
whose employees, agents, visitors or licensees, shall have caused the same.
5. No Lessee shall make, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of the Lessor, and as the Lessor may direct.
6. No Lessee shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring premises or
buildings.
7. No Lessee or any of Lessee's employees, agents or visitors or
licensees, shall bring or keep upon the demised premises any inflammable,
combustible or explosive fluid, chemical or substance, other than those used in
the normal course of business, or allow any unusual or objectionable odors to be
produced upon the demised premises, or permit animals or birds to be brought or
kept on the premises.
8. No machine may be operated on the premises without the written consent
of the Lessor, except for normal business machines. Machinery shall be placed
in approved settings to absorb or prevent any noise or annoyance.
9. No Lessee shall place a load upon any floor of the building exceeding
the floor load per square foot area which such floor was designed to carry, and
all floor loads shall be evenly distributed. All removals or deliveries of any
safes, freight, furniture or bulky matter of any description must take place
during the hours which the Lessor or Lessor's agent may determine from time to
time. The Lessor reserves the right to prescribe the weight and position of all
safes, which must be placed so as to distribute the weight. The Lessor reserves
the fight to inspect all freight to be brought into the building and to exclude
from the building all freight which violates any of the Rules and Regulations.
10. Canvassing, soliciting and peddling in the building are prohibited and
each Lessee shall
-22-
cooperate to prevent the same.
11. No air conditioning unit or system, portable electric heater or
similar apparatus shall be installed or used by any Lessee without the written
consent of the Lessor.
12. Unless specifically designated within the building by the Lessor, the
building, Leased Premises and common areas have been designated by Lessor as
non-smoking areas. No smoking will be permitted in the building, unless Lessor
has designated a specific smoking area.
13. Lessee shall not permit its employees, agents, visitors or licensees
to loiter within the building or on the adjoining sidewalks.
14. Lessor reserves the right to change, amend or otherwise revise the
Building Standard rules and regulations as Lessor deems reasonable and
necessary.
-23-
EXHIBIT E
---------
GUARANTY OF LEASE
-----------------
In order to induce ALBANY VENTURES, INC., a New York corporation, as
Lessor, to enter into the attached lease dated as of August __, 1998 (the
"Lease") _______________ as Lessee, the undersigned _____________________,
having an address of ____________________ ("Guarantor") hereby guarantees to
Lessor:
(a) full payment when due of all sums payable by Lessee to Lessor under the
lease and
(b) the full and prompt performance and observance of all of the terms,
covenants, conditions and agreements provided in the lease to be performed and
observed by Lessee, including the "Rules and Regulations" as therein provided,
without requiring any notice of nonpayment, nonperformance or nonobservance, or
notice or demand whereby to charge the Guarantor therefor, all of which the
Guarantor hereby expressly waives.
This guaranty constitutes the unconditional, direct and primary obligation
of the Guarantor, and shall be enforceable regardless of whether any steps shall
have been taken to enforce any rights against Lessee and regardless of any other
condition or contingency. Guarantor consents that Lessor may do or omit from
doing any or all of the following and the obligations of the Guarantor hereunder
shall not be terminated or impaired by reason thereof:
(i) the assertion by Lessor against Lessee of any of the rights or
remedies reserved by Lessor pursuant to the lease;
(ii) the extension of the time for payment or performance on the part of
Lessee of any agreement or condition under the lease;
(iii) the supplementing, modification or amendment of the lease by the
parties thereto;
(iv) any failure, omission or delay on the part of Lessor to enforce,
assert or exercise any right or remedy conferred on Lessor under the
lease; and
(v) the voluntary or involuntary liquidation, dissolution, marshaling of
assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, or any similar proceeding
affecting Guarantor or Lessee or any of their assets. Guarantor
hereby waives notice of acceptance of this Guaranty and the right of
trial by jury and the right to interpose a counterclaim in any
litigation arising out of or in connection with this Guaranty.
Guarantor represents and warrants that he/she is fully authorized to enter
into this Guaranty and that Guarantor has a financial interest in the Lessee.
This Guaranty shall bind the legal representatives, successors and assigns
of the Guarantor and
-24-
shall inure to the benefit of the Lessor, its successors and assigns and shall
be construed for all purposes in accordance with the laws of the State of New
York.
Dated: ____________________________
Year of ____________________________
_________________, _________________
City State
By: ________________________
Name: ________________________
Title: ________________________
ATTEST:
_______________________
-25-
