Exhibit 10.1
AGREEMENT OF LEASE
XXXXXXXXX DEVELOPMENT, INC.
(LANDLORD)
WITH
NETWOLVES CORPORATION
(TENANT)
PREMISES:
XXX XXXXXXXXX XXXXX
XXXXXXX, XXX XXXX 00000
SUITE #103
This indenture of lease made Tuesday, April 18, 2000 by and between Xxxxxxxxx
Development Inc., a New York Corporation, with offices at 000 Xxxxxxx Xxx.,
Xxxxxxx, XX 00000, hereinafter referred to as the "LANDLORD" and NetWolves
Corporation a New York Corporation, with offices at 00 Xxxxxxx Xxxxx, Xxxxxxx,
XX 00000 hereinafter referred to as the "TENANT".
WITNESSETH
Whereas the LANDLORD is the owner in fee of the premises hereinafter demised.
Now, therefore, LANDLORD and TENANT covenant and agree as follows:
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TABLE OF CONTENTS
DEMISE 4
TERM 4
BASIC RENT/ADDITIONAL RENT 5
UTILITIES 6
LANDLORD'S WORK AND REPAIR 7
CHANGES AND ALTERATIONS 7
COMPLIANCE WITH ORDERS 9
MECHANIC'S LIENS 9
INSPECTION OF DEMISED PREMISES BY LANDLORD 9
RIGHT TO PERFORM COVENANTS 10
DAMAGE OR DESTRUCTION 10
CONDEMNATION 11
CONDITIONAL LIMITATION/DEFAULT PROVISIONS 12
CUMULATIVE REMEDIES-NO WAIVER 14
SUBORDINATION 14
QUIET ENJOYMENT 14
NOTICES 14
DEFINITION OF CERTAIN TERMS 15
INVALIDITY OF PARTICULAR PROVISIONS 15
COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES 15
INSURANCE 15
USE ASSIGNMENT OR SUBLETTING 16
RULES AND REGULATIONS 16
LANDLORD'S LIABILITY 16
ENTIRE AGREEMENT 17
CERTIFICATES 17
SECURITY 17
BROKER 17
SIGNS 17
HOLDING OVER 17
CAPTIONS 18
INABILITY TO PERFORM 18
PARTNERSHIP TENANT 18
HAZARDOUS MATERIAL 19
TENANT PARKING 19
CANCELLATION CLAUSE 20
EXHIBIT A-FLOOR PLAN 21
EXHIBIT B-WORKLETTER 22
EXHIBIT C-CLEANING SPECIFICATIONS 24
EXHIBIT D-RULES AND REGULATIONS 25
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ARTICLE I-DEMISE
Section 1.1: The LANDLORD, for and in consideration of the rents, covenants and
agreements hereinafter reserved and contained herein, hereby teases, and TENANT
does hereby take and hire, upon and subject to the covenants and conditions
hereinafter expressed which the TENANT agrees to keep and perform, the premises
shown on the floor plan annexed hereto as Exhibit A, hereinafter called the
"Demised Premise" in the building situated at, Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxx
Xxxx 00000, together with the right to use, in common with other TENANTS of the
LANDLORD in this and other buildings, the parking area (hereinafter call
"parking area") for the parking of automobiles of employees, customers, invitees
or licensees of the TENANT and other TENANTs of the LANDLORD.
Section 1.2: The parties agree at the demised area contains 4,318 rentable
square feet in a building containing 45,794 rentable square feet which
constitutes 9.5% of the rentable area of the building.
Section 1.3: (A) TENANT, by entering into occupancy of the Premises, shall be
conclusively deemed to have agreed that LANDLORD, up to the time of such
occupancy, had performed all of its obligation hereunder and that the Premises
were in satisfactory condition as of the date of such occupancy, unless within
twenty (20) days after such date, TENANT shall have given written notice to
LANDLORD specifying the respects in which the same were not in such condition.
(B) If TENANT shall use or occupy all or any part of the Demised Premises
for the conduct of business prior to the Term Commencement Date, such us or
occupancy shall be deemed to be under all of the terms, covenants and conditions
of this lease, including the covenant to pay rent for the period from the
commencement of said use or occupancy to the Term Commencement Date, unless
hereinafter otherwise noted.
ARTICLE II - TERM
Section 2.1: The basic term of his lease (hereinafter referred to as the "Term")
shall commence upon the date the LANDLORD gives notice to the TENANT that the
LANDLORD has completed the work set forth on the Work letter attached hereto as
Exhibit B.
Section 2.2: The term of the lease shall be for Five (5) years. The term "lease
year" as used herein or "year" as used herein shall mean a twelve (12) month
period. The first lease year shall commence on the date of the term hereof, but
if such date of commencement shall be a date other than the first day of a
month, the first lease year shall commence on the first day of the month
following the month in which the term of the lease commences, Each succeeding
lease year during the term hereof shall commence on the anniversary date of the
first lease year.
Section 2.3: Immediately following the determination of the commencement date of
the term of this tease, the LANDLORD and the TENANT, at the request of either
party, shall execute an agreement in recordable form, setting forth both the
dates of the commencement of the term of this lease and the date of the
termination thereof
Section 2.4: The parties expect that the term of this lease will commence six
(6) weeks after signing of the lease agreement and the floor plan, selection of
finishes and the payment of security deposit and the first month s rent and end
five (5) years after the lease commencement date. In the event however, that the
LANDLORD is unable to complete the work set forth on Exhibit B by reason of
strikes, inability to obtain materials, governmental regulations, acts of God or
other matters beyond LANDLORD's control, then, and in that event, if the Demised
Premises shall not be "completed" in accordance with Exhibit B annexed hereto,
the Term Commencement Date shall be postponed until the date on which the
Demised Premises shall be "completed", and the term of this lease (herein after
referred to as the "Demised Term") shall be extended so that the Expiration Date
shall be five (5) years after the last day of the month in which the Term
Commencement Date occurs.
"Completed" as used herein is defined to mean when the only items to be
completed are those which do not interfere with the TENANT's occupancy and
substantial full enjoyment of the Demised Premises, but, if LANDLORD shall be
delayed in such "completion" as a result
(a) TENANTs failure to furnish plans and specifications;
(b) TENANTs request for materials, finishes, installations other than
LANDLORD's standard;
(c) TENANTs material changes-in said plans;
(d) the performance or completion of any work, labor or services by a party
employed by TENANT;
(e) TENANTS failure to approve final plans, working drawings or reflected
ceiling plans; the commencement of the term of said lease and the payment
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of rent thereunder shall be accelerated by the number of days of such
delay. In the event that the Term Commencement Date is a date other than
the first day of a the month, the TENANT shall pay a pro rata portion of
the rent from such date to the first day of the following month.
ARTICLE III-BASIC RENT/ ADDITIONAL RENT
Section 3.1: Commencing upon occupancy of the demised premises, the TENANT shall
pay to the LANDLORD an Annual Basic Rent of Eighty Nine Thousand Five Hundred
Fifty Five Dollars and Thirty Two Cents ($89,555.32) at the address or the
LANDLORD in equal monthly installments of Seven Thousand Four Hundred Sixty Two
Dollars and Ninety Four Cents ($7,462.94) in advance of or on the first day of
each month without notice and demand and without abatement, deduction or set-off
of any amount whatsoever. The tractional rent, it any, from the rent
commencement date (as above provided) to the date of the first day of the
following month shall be paid by the TENANT to the LANDLORD within five (5) days
after the rent commencement date. The LANDLORD acknowledges receipt of Seven
Thousand Nine Hundred Twelve Dollars and Seventy Four Cents ($7,912.74),
representing the rent for the first full month for which rent is due hereunder.
Section 3.2 In addition to the Basic Annual Rent, TENANT shall pay to LANDLORD
amounts for increases in Taxes, and other charges as hereinafter defined and
explained ("Additional Rent"). All amounts of Additional Rent shall be payable
as provided in this lease to LANDLORD at LANDLORD's office or such other place
or agent as LANDLORD may designate by notice to TENANT. LANDLORD shall have the
same remedies for nonpayment of Additional Rent as a default in Basic Annual
Rent.
(A) Taxes
(1) TENANT shall pay additional rent for its share of increases in Real
Estate Taxes over taxes paid for the Calendar year in which its lease
commences (base year). Payment shall be made in twelve equal monthly
installments and become due beginning on the first work day of the month in
which tax bills for the base year and the current year are presented
(2) LANDLORD shall furnish TENANT copies of tax bills for the base year and
for the lease year, and a statement as to the calculations used in
computing the amount requested from TENANT. If taxes have increased, TENANT
shall pay LANDLORD its share of such increase within 30 days after
receiving the tax bills, and if taxes have decreased, LANDLORD shall refund
to TENANT its share at the time such tax bills are sent to TENANT less the
TENANT s share of any costs paid by LANDLORD that are associated with
obtaining such tax decrease and refund (including but not limited to any
associated attorney fees, property assessment consultants fees, etc.).
"Lease year" shall mean the fiscal period December 1 to November 30; and
the "tax base year" shall be the year the Lease commences. The tax base
year for this agreement shall be the year 2000.
(3) Any increases above the base year tax amount shall be billed to TENANT
on a pro-rata share basis.
Section 3.3: The Annual Basic Rent as per Section. 3.1 shall be increased by
four percent (4%) in each successive lease year over the previous year s
adjusted Annual Basic Rent and cost of heating, ventilating and air
conditioning.
Section 3.4: Rent and Additional Rent shall be payable in lawful money of the
United States at the office of the LANDLORD, Xxxxx 000, 000 Xxxxxxx Xxx.,
Xxxxxxx, XX 00000 or at such other place as the LANDLORD may, from time to time,
designate in advance, without notice, demand, offset or deduction, except as
specifically set forth herein. In the event any payment of Basic Rent or
Additional Rent shall not be made to LANDLORD within ten days of the due date
thereof, there shall be added to the amount a sum equal to five percent (5%) of
the unpaid items to help to defray LANDLORD s additional costs for additional
bookkeeping and other costs in connection therewith.
Section 3.5: TENANT shall, within ten (10) days after LANDLORD renders a xxxx,
therefore pay to the LANDLORD its proportionate share of any increase in fire
insurance and extended coverage (all risk replacement value) and rent insurance
premiums for the Building of which the Demised Premises form a part over the
premiums paid by the LANDLORD for any such increase in premiums due to any act
or omission to act of the TENANT.
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ARTICLE IV - UTILITIES AND SERVICE
Section 4.1: LANDLORD shall supply, at LANDLORD s own expense, water to the
Building of which the Demised Premises form a part for normal office building
consumption and electricity for the common areas for normal building lighting.
TENANT electricity will be separately metered to LIPA. The TENANT shall be
responsible for filling out a LIPA application for electrical service to the
demised premises as soon as the lease agreement is signed. Any delay in
acquiring electrical service to the demised premises could delay the lease
commencement date.
Section 4.2: The cost of heating, ventilating, and air conditioning (HVAC)
electric and gas to the TENANT during the term of this lease shall be determined
as follows: ($1.25 per Rentable Square Foot)
Upon lease commencement, the TENANT shall pay the LANDLORD the sum of Five
Thousand Three Hundred Ninety Seven Dollars and Fifty Cents ($5,397.50) per
year, payable in equal monthly installments of Four Hundred Forty Nine Dollars
and Seventy Nine Cents ($449.79) in advance.
Section 4.3: As long as the TENANT is not in default under any terms or
covenants of this lease:
(A) The LANDLORD covenants to provide heat and air conditioning during the
respective seasons, elevator service to the Demised Premises and provide
normal service to the common areas to the building between the hours of
7:00 a.m. and 6:00 p.m., Monday through Friday and Saturday between the
hours of 7:00 a.m. to 12:00 p.m. However, if one of the days above is a
"Holiday", the above services shall not be in operation. The term
"Holidays" shall mean New Year s Day, Presidents Day, Memorial Day,
Independence Day, Labor Day, Columbus Day, Thanksgiving, Christmas Day,
Xxxxxx Xxxxxx Xxxx Day and such other Holidays as may, from time to time,
be nationally recognized. Notwithstanding the above, however, TENANT shall
have access to the Demised Premises twenty-four hours of everyday of the
year.
(B) At any hours other than the aforementioned, such services will be provided
at TENANTs expense, The rate for HVAC overtime shall be $30.00 per 120
minutes per thermostat.
Section 4.4.The LANDLORD covenants to provide and pay for cleaning services by
LANDLORD's cleaner.
Section 4.5: LANDLORD agrees that TENANTS move into or out of the Building may
take place during normal working hours as specified in Section 4.3. TENANT
agrees a give at least seven days prior notice to LANDLORD of the date of any
such move and the time thereof, and TENANT shall use the loading areas and
service elevator designated by LANDLORD for such moving and deliveries and to
otherwise abide by the Rules established by LANDLORD as respect deliveries to or
moving into or out of the Demised Premises. TENANT shall supply, at TENANTS cost
and expenses protective coverings to protect the floors and walls of the
Building when moving into or out of the Demised Premises or when receiving or
sending any bulky or heavy materials.
Section 4.6: LANDLORD shall furnish hot and cold or tempered water for lavatory
purposes.
Section 4.7 (A) LANDLORD reserves the right to stop the services of the air
conditioning, elevator, plumbing, electrical or other mechanical systems or
facilities in the Building when necessary by reason of accident or emergency or
for repairs, alterations, replacement or improvements, which in the judgment of
LANDLORD are desirable or necessary, until said repairs, alterations,
replacement or improvements shall have been completed.
(B) Deleted Intentionally
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ARTICLE V- LANDLORD's WORK, REPAIR AND MAINTENANCE
Section 5.1: The LANDLORD agrees, at its own cost and expense, to do the work in
a first class, professional manner, in accordance with good industry practice,
relating to the Demised Premises in accordance with the Floor Plan attached
hereto as Exhibit A and the Work letter attached hereto as Exhibit B.
Section 5.2: TENANT may have its workmen commence work in the Demised Premises
prior to the substantial completion of LANDLORD's work, provided that such
workmen do not, in any manner, interfere with or impede LANDLORD s workers;
then, upon notice from LANDLORD, TENANT will immediately remove its workers from
the Demised Premises. TENANT's entry into the Demised Premises for the purpose
of making TENANT's installations shall not be deemed a waiver of any of the
TENANT's rights under the lease, nor shall the same be deemed an acceptance of
the work to be done by the LANDLORD hereunder.
Section 5.3: The TENANT covenants throughout the term of this lease, at the
TENANT's sole cost and expense, to take good care of the interior of the Demised
Premises, and keep the same in good order and condition and to make all repairs
therein.
Section 5.4: The LANDLORD covenants throughout the term of this lease, at the
LANDLORD s sole cost and expense, to make all structural repairs to the building
in which the Demised Premises are located and shall also maintain and keep in
good repair the building s sanitary, electrical, heating and other systems
servicing or located in or passing through the Demised Premises other than:
(a) To systems, facilities and equipment installed on behalf of the TENANT
other than those specified in the work letter; and
(b) To any of the improvements to the interior of the Demised Premises
undertaken and completed by the TENANT; and
(c) Any repairs which are necessitated by any act or omission of the TENANT,
its agents, servants, licensees, employees or invitees. which repairs
TENANT shall make at its own cost and expense. If the TENANT fails to make
said repairs, the LANDLORD, at the expense of TENANT, shall make as and
when needed as a result of misuse or neglect by TENANT or TENANT s agents,
servants, licensees, employees or invitees all repairs in and about Demised
Premises necessary to preserve them in good order and condition.
Section 5.5. Except as expressly provided otherwise in this lease, there shall
be no allowance to the TENANT or diminution of rent and no liability on the part
of the LANDLORD by reason of inconvenience, annoyance or injury to business
arising from the making of any repairs, alterations, additions or improvements
in or to any portion of the Building, the Demised Premises, in the parking area
or in and to the fixtures, appurtenances and equipment thereof. The LANDLORD
agrees to do any work to be done by it in such a manner as not to unreasonably
interfere with the TENANT's use of the Demised Premises.
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ARTICLE VI-CHANGES AND ALTERATIONS AND SURRENDER OF DEMISED PREMISES
Section 6.1: The TENANT shall make good care of the Demised Premises and have
the right, at any time and from time to time, during the term of this lease to
make such non-structural changes and alterations to the Demised Premises as the
TENANT shall deem necessary or desirable. However, all material changes and
alterations must be made with the written consent of the LANDLORD, and then only
by contractors or mechanics approved by LANDLORD and at such time and in such
manner as LANDLORD may from time to time designate. All installations or work
done by TENANT shall at all times comply with the laws, rules, orders and
regulations of governmental authorities having jurisdiction thereof. No
installations or work shall be undertaken, started or begun by TENANT, its
agents, servants or employees until LANDLORD has approved such plans and
specifications; and, no amendments or additions to such plans and specifications
shall be made without the prior written consent of LANDLORD. TENANT agrees that
it will not, either directly or indirectly, use any contractors and/or labor
and/or materials if he use of such contractors and/or labor and/or materials
would or will create any difficulty with other contractors and/or labor engaged
by TENANT or LANDLORD or others in the construction, maintenance and/or
operation of the Building or any part thereof. Any alterations affecting HVAC
and electrical work, including lighting, must be done by LANDLORD at TENANT's
sole cost and expense.
Section 6.2: The TENANT agrees not to place any signs on the roof or on or about
the inside or outside of the building in which the Demised Premises are situate,
Except for signs inside of the Demised Premises which may not be seen from the
outside.
Section 6.3: All improvements and alterations made or installed by or on behalf
of the TENANT, except for TENANT's trade fixtures and furnishings, shall
immediately, upon completion of installation, thereof be and become the property
of the LANDLORD without payment therefore by the LANDLORD.
Section 6.4: The emplacement of any equipment which will impose an evenly
distributed floor load in excess of fifty (50) pounds per square loot shall be
done only after written permission is received from the LANDLORD. Such
permission will be granted only after adequate proof is furnished by a
professional engineer that such floor loading will not endanger the building in
which the Demised Premises is situated.
Section 6.5. (A) The TENANT shall, upon the expiration or earlier termination of
this ease, surrender to the LANDLORD the Demised Premises, together with all
alterations and replacement thereto in good order and condition except for
reasonable wear and tear.
(B) TENANT shall remove all of its properly and shall repair all damage to
the Demised Premises or the Building occasioned by such removal. Any properly
not promptly removed from the Demised Premises shall be deemed abandoned by
TENANT and may be disposed of in any manner deemed appropriate by the LANDLORD.
TENANT expressly waives for itself and for any person claiming through or under
TENANT any rights which TENANT or any such person may have under the provisions
of Section 2201 of the New York Civil Practice Law and Rules and of any
successor law of like import then in force, in connection with any holdover or
summary proceedings which LANDLORD may institute to enforce he foregoing
provisions of this Article. TENANT s obligation to observe or perform this
covenant shall survive the expiration or other termination of the term of this
lease. If the last day of the term of this lease or any renewal thereof falls on
Sunday or a legal holiday, this lease shall expire on the business day
immediately preceding.
Section 6.6 In connection with any alterations to the Demised Premises done by
TENANT, including decorating, prior to any work being commenced, TENANT shall
supply to LANDLORD:
(a) Liability insurance from the contractor doing the work in an amount not
less than one million dollars ($1,000,000.00), naming LANDLORD as an
additionally named insured: unless contractor is supplied by LANDLORD.
(b) Evidence that all workers doing work in the Demised Premises are covered by
Workmen s Compensation Insurance; unless contractor is supplied by
LANDLORD.
(c) An agreement from TENANTS contractor to remove all debris from the Demised
Premises shown on Exhibit B after 6:00 p.m. at the end of each days work,
is the event TENANT's contractor shall fail to remove debris on a daily
basis as herein above provided, LANDLORD may order said contractors off the
premises and refuse the access to the Building thereafter.
Section 6.7: All the outside walls of the Demised Premises including corridor
walls and the outside entrance doors to the Demised Premises, any balconies,
terraces or roofs adjacent to the Demised Premises and any space in the Demised
Premises used for shafts, stacks, pipes, conduits, ducts or other building
facilities and the use thereof, as well as access thereto in and through the
Demised Premises for the purposes of operation, maintenance, decoration and
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repair are expressly reserved by LANDLORD, and LANDLORD does not convey any
rights to TENANT therein, Notwithstanding the foregoing, TENANT shall enjoy full
right of access to the Demised Premises through the public entrances, public
corridors and public areas within the Building.
ARTICLE VII -COMPLIANCE WITH ORDERS, ORDINANCES, ETC.
Section 7.1: The TENANT covenants throughout the term of this tease and any
renewals hereof, at the TENANT's sole cost and expense, to comply with all laws
and ordinances and the orders and requirements of all federal, state and
municipal governments and appropriate departments, commissions, boards and
officers thereof, which may be applicable to the TENANT s use or occupancy of
the Demised Premises.
Section 7.2: The TENANT shall have the right to contest, by appropriate legal
proceedings, in the name of the TENANT or LANDLORD or both, but without cost or
expense to the LANDLORD, the validity of any law, ordinance, order or
requirement of the nature referred to in Section 7.1 hereof. Provided such
noncompliance does not subject the LANDLORD to any criminal liability for
failure so to comply therewith, the TENANT may postpone compliance therewith
until the final determination of any proceedings provided that all such
proceedings shall be prosecuted with all due diligence and dispatch, and if any
lien or charge is incurred by reason of noncompliance, the TENANT may
nevertheless make the contest aforesaid and delay compliance as aforesaid,
provided that the TENANT indemnities the LANDLORD against any loss or injury by
reason of such noncompliance or delay therein.
Section 7.3: LANDLORD covenants and agrees that at the time of the commencement
of the term of this lease, Demised Premises comply with all laws, ordinances and
regulations applicable thereto.
ARTICLE VIII-MECHANIC's LIENS
Section 8.1: The TENANT covenants not to suffer or permit any mechanic s liens
to be filed against the fee interest of the LANDLORD nor against TENANT s
leasehold interest in the Demised Premises by reason of work, labor, services or
materials supplied or claimed to have been supplied to the TENANT or any
contractor, subcontractor or any other party or person acting at the request of
the TENANT or anyone holding the Demised Premises or any part thereof through or
under the TENANT. TENANT agrees that in the event any mechanic s lien shall be
filed against the fee interest of the LANDLORD or against the TENANT s leasehold
interest, the TENANT shall within thirty (30) days after receiving notice of the
filing thereof cause the same to be discharged of record by payment, deposit,
bond or order of a court of competent jurisdiction or otherwise.
IF TENANT shall fail to cause such lien to be discharged or bonded within the
period aforesaid, then in addition to any other right or remedy LANDLORD may,
but shall not be obligated to, discharge the same by paying the amount claimed
to be due by procuring the discharge of such lien by deposit by bonding
proceedings, and in any such event, LANDLORD shall be entitled, if LANDLORD so
elects, to compel the prosecution of any action for the foreclosure of such lien
by the lienor and to pay the amount of judgment in favor of the lienor with
interest, costs and allowances. Any amount so paid by LANDLORD and all
reasonable costs and expenses incurred by LANDLORD or the fee owner in
connection therewith, including but not limited to premiums on any bonds filed
and attorney s fees, shall constitute Additional Rent payable by TENANT under
this lease and shall be paid by TENANT to LANDLORD within ten (10) days of
demand therefor.
ARTICLE IX-INSPECTION OF DEMISED PREMISES BY LANDLORD
Section 9.1: The TENANT agrees to permit the LANDLORD and the authorized
representatives of the LANDLORD to enter the Demised Premises at all reasonable
times during TENANT's usual business hours for the purpose of:
(a) inspecting the same, and
(b) making any necessary repairs to the Demised Premises.
Section 9.2: The LANDLORD is hereby given the right, during TENANTS usual
business hours, to enter the Demised Premises to exhibit the same for the
purpose of sale or mortgage, and during the last six (6) months of the initial
term, to exhibit the same to prospective TENANTs for the purposes of renting.
Section 9.3: With regard to Sections 9.1 and 9.2, LANDLORD shall endeavor to
give reasonable notice to TENANT of LANDLORD's intention to inspect the
premises. If TENANT shall not be personally present to open and permit an entry
into said Premises at any time, when for any reason an entry therein shall be
necessary or permissible, LANDLORD or LANDLORD's agents may enter the same by a
master key, without rendering LANDLORD or such agent liable therefor (during
such entry LANDLORD or LANDLORD's agents shall accord reasonable care to
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TENANT's property). LANDLORD shall use its best efforts to perform said
inspections during normal business hours.
Section 9.4: The exercise by LANDLORD or its agents of any right reserved to
LANDLORD in this Article 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 its agents or upon any lessor under any ground or
underlying lease by reason of inconvenience or annoyance to TENANT or injury to
or interruption of TENANT's business or otherwise.
ARTICLE X-RIGHT TO PERFORM COVENANTS
Section 10.1: The TENANT covenants and agrees that if the TENANT shall at any
time fail to make any payment or perform any other act on its part to be made or
performed under this lease, the LANDLORD, after expiration of any time
limitation set forth in this lease (except in cases of emergency) may, on prior
written notice to TENANT, but shall not be obligated to, make such payment or
perform such other act to the extent the LANDLORD may deem desirable, and in
connection therewith to pay expenses and employ counsel. All sums so paid by the
LANDLORD and all expenses in connection therewith shall be deemed additional
rent hereunder and be payable to the LANDLORD on the first day of the next month
and the LANDLORD shall have the same rights and remedies for the nonpayment
thereof as in the case of default in the payment of the basic rent reserved
hereunder.
ARTICLE XI-DAMAGE OR DESTRUCTION
Section 11.1: If the Demised Premises or any part thereof shall be damaged by
fire or other casualty, TENANT shall give immediate notice thereof to LANDLORD,
and this lease shall continue in full force and effect except as hereinafter set
forth.
(A) 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 LANDLORD to the extent that said damages include
those installations originally installed by LANDLORD.
(B) If the Demised Premises are totally damaged or rendered wholly unusable by
fire or other casualty, then the LANDLORD shall have the right to elect not
to restore the same as hereinafter provided.
(C) If the Demised Premises are rendered wholly unusable by fire, flood or
casualty this lease can then be terminated within 30 days at the option of
TENANT or LANDLORD.
(D) Nothing contained herein above shall relieve TENANT from liability that may
exist as a result of damage from fire or other casualty. Notwithstanding
the foregoing, each party shall look first to any insurance in its favor
before making any claim against the other party for recovery for loss or
damage resulting from fire or other casualty, and to the extent permitted
by law, LANDLORD and TENANT each hereby release and waive all rights of
recovery against the other or any one claiming through or under each of
them by way of subrogation or otherwise. LANDLORD's and TENANT's insurance
policies shall contain a clause providing that such a release or waiver
shall not invalidate the insurance and also provided that such policy can
be obtained without additional premiums. In the event that there are
additional premiums for such waiver of subrogation, the party in whose
favor such waiver is intended shall have the option to either pay the
additional premium or waive the condition that the other's policy contain
the same. TENANT acknowledges that LANDLORD will not carry insurance on
TENANT's furniture and/or furnishings or any fixtures or equipment,
improvements or appurtenances removable by TENANT and agrees that LANDLORD
will not be obligated to repair any damage thereto or replace the same.
(E) TENANT hereby waives the provisions of Section 227 of the Real Property Law
and agrees that the provisions of this article shall govern and control in
lieu thereof.
Section 11.2: The TENANT and LANDLORD shall not knowingly do or permit to be
done any act or thing upon the Demised Premises and building which will
invalidate or be in conflict with fire insurance policies covering the Building
of which Demised Premises form a part and fixtures and property therein. The
TENANT shall, at its expense, comply with all rules, orders regulations or
requirements of the New York Board of Fire Underwriters, or any similar body,
which may be applicable to the TENANT's use and occupancy of the Demised
Premises, provided that the necessity for such compliance results from the use
and occupancy of the Demised Premises by the TENANT and shall not do or permit
anything to be done in or upon the Demised Premises or bring or keep anything
therein or use the Demised Premises in a manner which shall increase the rate of
fire insurance on the Building of which the Demised Premises form a part or on
the property located therein, over that in effect when the Building shall have
10
been completed, unless the TENANT shall reimburse the LANDLORD, as additional
rent hereunder, for that part of all insurance premiums thereafter paid by the
LANDLORD which shall .have been charged because of such failure or use by the
TENANT, and shall make such reimbursement upon the first day of the month
following receipt of notice of such outlay by the LANDLORD and evidence of the
payment thereof.
Section 11.3: Notwithstanding anything to the contrary contained in this lease,
during any period after a damage or destruction and until the premises have been
restored, the TENANT shall be entitled to an abatement of rent and additional
rent for the unusable portion of the Demised Premises, on a square foot basis.
ARTICLE XII-CONDEMNATION
Section 12.1: If the whole of the Demised Premises shall be taken for any public
or quasi-public use by any lawful power or authority by exercise of the right of
condemnation or eminent domain or by agreement between LANDLORD and those having
authority to exercise such right (hereinafter called "Taking"), the term of this
lease and all rights of TENANT hereunder, except as hereinafter provided, shall
cease and expire as of the date of vesting of title as a result of the Taking
and the rent or additional rent paid for a period after such date shall be
refunded to TENANT upon demand.
Section 12.2: In the event of a Taking of less than the whole of the Demised
Premises or the whole or part of the parking area, this lease shall cease and
expire in respect of the portion of the Demised Premises and/or the parking area
taken upon vesting of title as a result of the Taking; and, if the Taking
results in the portion of the Demised Premises remaining after the Taking being
inadequate, in the judgment of TENANT, for the efficient, economical operation
of the TENANT's business conducted at such time in the Demised Premises, TENANT
may elect to terminate this lease by giving notice to LANDLORD of such election
not more than forty-five (45) days after the actual Taking by the condemning
authority, stating the date of termination, which date of termination shall not
be more than thirty (30) days after the date on which such notice to LANDLORD is
given and upon the date specified in such notice to LANDLORD, this lease and the
term hereof shall cease and expire. If TENANT does not elect to terminate this
lease aforesaid:
(a) The new rent payable under this lease shall be the product of the basic
rent and adjusted rent payable under this lease multiplied by a fraction,
the numerator of which is the net rentable area of the Demised Premises
remaining after the Taking, and the denominator of which is the net
rentable area of the Demised Premises immediately preceding the Taking; and
(b) The net award for the Taking shall be paid to and first used by LANDLORD,
subject to the rights of mortgagee, to restore the portion of the Demised
Premises and the building remaining after the Taking to substantially the
same condition and tenant ability (hereinafter called the "Pre-Taking
Condition") as existed immediately preceding the date of the Taking.
Section 12.3: In the event of a Taking of less than the whole of the Demised
Premises which occurs during the period of two (2) years next preceding the date
of expiration of the term of this lease, LANDLORD or TENANT may elect to
terminate this lease by giving notice to the other party to this lease of such
election, not more than forty-five (45) days after the actual Taking by the
condemning authority, stating the date of termination which date of termination
shall not be more than thirty (30) days after the date on which such notice of
termination is given; and, upon the date specified in such notice, this lease
and the term hereof shall cease and expire and all rent and additional rent paid
under this lease for a period after such date of termination shall be refunded
to TENANT upon demand. On or before such date of termination, TENANT sha1l
vacate the Demised Premises, and any of TENANT's property remaining in the
Demised Premises subsequent to such date of termination shall be deemed
abandoned by TENANT and shall become the property of LANDLORD.
Section 12.4: In the event of a Taking of the Demised Premises or any part
thereof and whether or not this lease is terminated, TENANT shall have no claim
against LANDLORD or the condemning authority for the value of the unexpired term
of this lease but
(a) TENANT may interpose and prosecute in any proceedings in respect of the
Taking, independent of any claim of LANDLORD, a claim for the reasonable
value of TENANT s fixtures; and
(b) A claim for TENANT s moving expenses.
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ARTICLE XIII-CONDITIONAL LIMITATION I DEFAULT PROVISIONS
Section 13.1: If during the term of this lease, the TENANT shall:
(A) Apply for or consent in wring to the appointment of a receiver, trustee or
liquidator of the TENANT or of all or substantially all of its assets; or
(B) File a voluntary petition in bankruptcy or admit in writing its inability
to pay its debts as they become due; or
(C) Make a general assignment for the benefit of creditors; or
(D) File a petition or an answer seeking reorganization (other than
reorganization not involving the liabilities of the TENANT) or arrangement
with creditors or take advantage of any insolvency law; or
(E) File an answer admitting the allegations of insolvency in a petition filed
against it in any bankruptcy, reorganization or insolvency preceding or if
any department of the State or Federal Government of any officer thereof,
duly authorized, shall take possession of the business or property of the
TENANT by reason of insolvency of the TENANT or it an order, judgment or
decree shall be entered by any court of competent jurisdiction on the
application of a creditor adjudicating the TENANT bankrupt or insolvent or
approving a petition seeking reorganization of the TENANT (other than a
reorganization not involving the liabilities of the TENANT) or appointment
of a receiver, trustee or liquidator of the TENANT or of all or
substantially all its assets, the LANDLORD may, at its option, give to the
TENANT a notice of intention to end the term of this lease at the
expiration of ten (10) days from the date of service of such notice and, at
the expiration of said ten (10) days from the date of service of such
notice, the term of this lease and all right, title and interest of the
TENANT hereunder shall expire as fully and completely as if that day were
the date herein specifically fixed for the expiration of the term, and the
TENANT will then quit and surrender the Demised Premises to the LANDLORD,
but the TENANT shall remain liable as hereinafter provided.
Section 13.2: If during the term of this lease the TENANT shall default in
fulfilling any of the covenants of this lease (other than the covenants for the
payments of basic rent, additional rent or other charges payable by the TENANT
hereunder), the LANDLORD may give to the TENANT notice of any such default and
if at the expiration of thirty (30) days after the service of such a notice the
default upon which said notice was based shall continue to exist, or in the case
of a default which cannot with diligence be cured within a period of thirty (30)
days, if the TENANT fails to proceed promptly alter the service of such a notice
and with all due diligence to cure the same and thereafter to prosecute the
curing of such default with all due diligence (it being intended that in
connection with a default not susceptible of being cured with due diligence
within thirty (30) days, the time of the TENANT within which to cure the same
shall be extended for such period as may be necessary to complete the same with
all due diligence), the LANDLORD may give to the TENANT a notice of intention to
end the term of this lease at the expiration of ten (10) days from the date of
the service of such second notice, and at the expiration of said ten (10) days,
the term of this lease and all right, title and interest of the TENANT hereunder
shall expire as fully and completely as if that day were the date herein
specifically fixed for the expiration of the term, and the TENANT will then quit
and surrender the Demised Premises to the LANDLORD, but the TENANT shall remain
liable as hereinafter provided.
Section 13.3: If the TENANT shall default in the payment of the basic rent, or
any part of the same, and such default shall continue for a period of ten (10)
days, on prior written notice thereof by LANDLORD, or shall default in the
payment of any item of additional rent or any other charge required to be paid
by the TENANT hereunder or any part of the same, and such default shall continue
for a period of ten (10) days after notice thereof by the LANDLORD; then, at the
expiration of such ten (10) day period, if the said default has not been cured
by TENANT, the LANDLORD may seek to dispossess or remove the TENANT or any other
occupancy of the Demised Premises by summary proceedings and hold the Demised
Premises as if this lease had not been made.
Section 13.4: if this lease shall be terminated as provided in Section 13.1,
Section 13.2 or Section 13.3 of this article, the LANDLORD or the LANDLORD s
agent and servants, pursuant to court order, may immediately or at any time
thereafter re-enter the Demised Premises and remove all persons and all or any
property therefrom, either by summary dispossess proceedings or by any suitable
action or proceeding at law, without being liable to indictment, prosecution or
damages therefore and repossess and enjoy the Demised Premises, as of their
former estate, together with all additions, alterations and improvements and
movable trade fixtures, furniture and furnishings. Further, if this lease is
terminated as provided in Section 13.1, 13.2 or 13.3, then TENANT shall be
responsible to pay LANDLORD the full amount of money due plus the full amount of
money for the remainder of tease term herein, plus any other applicable charges
(late fees, HVAC overtime charges, etc.).
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Section 13.5: Upon the termination of the term of this lease by reason of the
happening of any of the events herein above described in Section 13.1, Section
13.2 or Section 13.3 of this article or under any provision of law now or at any
time hereafter in force, by reason of or based upon arising out of default under
or breach of this lease on the part of the TENANT or upon the LANDLORD
recovering possession of the Demised Premises in the manner of in any of the
circumstances herein above mentioned, or in any other manner or circumstances
whatsoever, whether with or without legal proceedings, by reason of or based
upon or arising out of default under or a breach of this lease on the part of
the TENANT, the LANDLORD may, at its option, at any time and from time to time,
relet the Demised Premises or any part of parts for the account of the TENANT or
otherwise, and receive and collect the rents therefore applying the same first
to the payment of such expenses as the LANDLORD may have incurred in recovering
possession of the Demised Premises, including legal expenses and attorney s fees
and for putting the same in good order or condition or preparing or altering the
same for re-rental, expenses, commissions and charges paid, assumed or incurred
by the LANDLORD in and about the reletting of the Demised Premises, and then to
the fulfillment of the covenants of the TENANT hereunder. Any such reletting
herein provided for may be for the remainder of the term of this tease or for a
longer or shorter period. In any such case and whether or not the Demised
Premises or any part thereof be relet, the TENANT shall pay to the LANDLORD the
basic rent and all other charges required to be paid by the TENANT up to the
time of such termination of this lease or of such recovery of possession of the
Demised Premises by the LANDLORD, as the case may be, and thereafter the TENANT
covenants and agrees, if required by the LANDLORD, to pay to the LANDLORD, until
the end of the term of this lease, the equivalent of the amount of all the basic
rent reserved herein and all other charges required to be paid by the TENANT,
less the net avails of reletting, if any, and the same shall be due and payable
by the TENANT to the LANDLORD on the several rent days above specified, that is
to say, upon each of such rent days, the TENANT shall pay to the LANDLORD the
amount of deficiency then existing.
Section 13.6: The TENANT waives any or all right of redemption provided for in
any statute now or hereafter in force in case the TENANT shall be dispossessed
by a judgment or by a warrant of any court or judge. The term "enters",
"re-enter", "entry" or "re-entry" as used in this lease are not restricted to
their technical meaning.
Sect on 13.7: If TENANT shall default in the observance or performance of any
term or covenant on TENANT's part to be observed or performed under or by virtue
of any of the terms or provisions in this article of this lease, LANDLORD may
immediately, or at any time thereafter with 10 day notice, perform he same for
the account of TENANT, and if LANDLORD makes any expenditures or incurs any
obligations for the payment of money in connection therewith including, but not
limited to, prosecuting or defending any action or proceeding such sums paid or
obligations incurred with interest and costs shall be deemed to be additional
rent hereunder and shall be paid by TENANT to LANDLORD within ten (10) days of
rendition of any xxxx or statement to TENANT therefore.
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13
ARTICLE XIV - CUMULATIVE REMEDIES - NO WAIVER
Section 14.1: (A) The specific remedies to which the LANDLORD of the TENANT may
resort under the terms of this lease are cumulative and are not Intended to be
exclusive of any other remedies or means or redress of which they may be
lawfully entitle in case of any breach or threatened breach by either of them of
any provision of this lease. The failure of the LANDLORD to insist in any one or
more cases upon the strict performance of any of the covenants of this lease or
to exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or option. A receipt by the
LANDLORD of rent with knowledge of the breach of any covenant thereof shall not
be deemed a waiver of such breach; and, no waiver, change, modification or
discharge by either party hereto of any provision in this lease shall be deemed
to have been made or shall be effective unless expressed in writing and signed
by both the LANDLORD and the TENANT. In addition to the other remedies in this
lease provided, the LANDLORD or TENANT shall be entitled to restraint by
injunction of any violation, or attempted or threatened violation, of any of the
covenants, conditions or provisions of this lease or to a decree compelling
performance of any such covenants, conditions or provisions.
(B) No act or thing done by LANDLORD or LANDLORD s agents during the term
hereby demised shall be deemed an acceptance of a surrender of said Demised
Premises, and no agreement to accept such surrender shall be valid unless in
writing signed by LANDLORD. No employee of LANDLORD or of LANDLORD's agents shad
have any power to accept the keys of said Demised Premises prior to the
termination of this lease. The delivery of keys to any employee of LANDLORD or
of LANDLORD's agents shall not operate as a termination of this lease or a
surrender of the Demised Premises. In the event of TENANT at any time desiring
to have LANDLORD underlet the Demised Premises for TENANTS account, LANDLORD or
LANDLORD s agents are authorized to receive said keys for such purposes without
releasing TENANT from any of the obligations under this lease, and TENANT hereby
relieves LANDLORD of any liability for loss of or damage to any of TENANT s
effects in connection with such underletting.
(C) No payment by TENANT or receipt by LANDLORD of a lesser amount then 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 on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and LANDLORD may accept such check or payment without
prejudice to LANDLORD's right to recover the balance of such rent or pursue any
other remedy in this lease provided.
ARTICLE XV-SUBORDINATION
Section 15.1: Its hereby expressly agreed that this lease and all rights of the
TENANT hereunder shall be subject and subordinate at all times to any
institutional mortgages and any renewals, replacements, extensions of
modifications thereof which may now be, or shall hereafter become, liens on the
Demised Premises or the land and Building of which the same form a part. The
TENANT agrees that at any time upon five (5) days written notice, the TENANT
will execute and deliver to the LANDLORD a subordination agreement effectuating
the provisions of this article.
ARTICLE XVI-QUIET ENJOYMENT
Section 16.1: The LANDLORD covenants and agrees that the TENANT, upon paying the
basic rent and all other charges herein provided and observing and keeping the
covenants, agreements and conditions of this lease on its part to be kept, shall
and may peaceably and quietly hold occupy and enjoy the Demised Premises during
the term of this lease.
ARTICLE -XVII-NOTICES
Section 17.1: All notices demands and requests which may or are required to be
given by either party to the other shall be in writing. All notices, demands and
requests by the LANDLORD to the TENANT shall be deemed to have been properly
given if sent by United States registered or certified mail, postage prepaid,
addressed to the TENANT at the Demised Premises or Temporary Demised Premises or
at such other place as the TENANT may from time to time designate in a written
notice to the LANDLORD. All notices, demands and request by the TENANT to the
LANDLORD shall be deemed to have been properly given if sent by United States
registered or certified mail, postage prepaid, addressed to the LANDLORD at the
address first above written or at such other place as the LANDLORD may from time
to time designate in a written notice to the TENANT.
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14
ARTICLE XVIII-DEFINITION OF CERTAIN TERMS, ETC.
Section 18.1: The cautions of this lease are for convenience and reference only
and in no way define, limit or describe the scope or intention of this lease or
in any way affect this lease.
Section 18.2: The term "TENANT" as referred to hereunder shall refer to this
TENANT and any successor or assignee of this TENANT.
Section 18.3: The term "LANDLORD" as used hereunder shall mean only the owner
for the time being of the land and Building of Which the Demised Premises form a
part so that in the event of any sale or sales or in the event of a lease of
said land and Building, this LANDLORD shall be and hereby in entirety free and
relieved of all covenants and obligations of LANDLORD hereunder, and it shall be
deemed and construed without further agreement between the parties or their
successors in interest that the purchaser or lessee of the building has agreed
to carry out all of the terms and covenants and obligations of the LANDLORD
hereunder.
ARTICLE XIX-INVALIDITY OF PARTICULAR PROVISIONS
Section 19.1: If any term or provision 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 term of provision to
persons or circumstances other than those as to which it is held invalid or
enforceable shall not be affected thereby, and each term and provision of this
lease shall be valid and be enforced to the fullest extent permitted by law.
ARTICLE XX-COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES
Section 20.1: It is further covenanted and agreed by and between the parties
hereto that the covenants and agreements herein contained shall bind and inure
to the benefit of the LANDLORD, its successors and assigns, and the TENANT its
successors and assigns subject to the provisions of this lease.
ARTICLE XXI-INSURANCE
Section 21.1: TENANT shall, at all times during the term, hereby carry Public
Liability Insurance for the Demised Premises naming LANDLORD as an additional
insured at a combined single limit of no less than $1,000,000 per occurrence
applying to bodily injury and property damage.
Section 21.2: Prior to taking possession, TENANT shall deliver to the LANDLORD
a certificate of the insurance company licensed to do business in the State of
New York, certifying that the aforesaid liability policy is in full force and
effect. A certificate evidencing the renewal of such liability insurance policy
shall be delivered to the LANDLORD at least twenty (20) days before the
expiration thereof and each such renewal certificate shall include the LANDLORD
as an additional insured. TENANT may carry aforesaid insurance as a part of a
blanket policy provided, however, that a certificate thereof naming the LANDLORD
as an additional insured is delivered to the LANDLORD as aforesaid. Such policy
of insurance or certificate shall also provide that said insurance may not be
canceled unless ten (10) days notice is given to the LANDLORD prior to such
cancellation and that the insurance as to the interest of the LANDLORD shall not
be invalidated by any act or neglect of the TENANT.
Section 21.3: TENANT shall, prior to doing any work in the Demised Premises,
obtain any and all permits necessary therefore and will provide Worker s
Compensation Insurance and Liability Insurance in the limits provided for in
Section 21.1 hereof.
Section 21.4: Deleted Intentionally
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15
ARTICLE XXII - USE, ASSIGNMENT OR SUBLETTING
Section 22.1: (A) The TENANT agrees to use the premises for executive offices.
(B) TENANT will not at any time use or occupy the Demised Premises in
violation of the Certificate of Occupancy (temporary or permanent) issued for
the Building or portion thereof of which the Demised Premises forms a part.
Section 22.2: Unless the LANDLORD shall have given its consent thereto, this
lease may not be assigned nor may the Demised Premises be sublet in whole or in
part. Such approval will not be unreasonably withheld or unreasonably delayed.
In determining the reasonableness, the LANDLORD shall take into consideration
the use to which the subtenant will put the space and the nature of the
subtenant s business in order to maintain the integrity of the building as a
whole. Furthermore, the LANDLORD agrees not to unreasonably withhold its consent
to an assignment or subletting, provided that the TENANT is not then in default
under this lease and that the proposed assignee or under tenant shall execute
and deliver to LANDLORD an assumption agreement wherein it agrees to perform all
the obligations of the TENANT under this lease in form appropriate for
recording.
Section 22.3: Notwithstanding anything herein to the contrary, LANDLORD shall
have the right of first refusal to recapture the leased premises or any part
thereof prior to any sublet or assignment. In the event TENANT shall desire to
assign or sublet this lease, TENANT shall provide written notice of same to
LANDLORD. LANDLORD shall, within thirty (30) days of receipt of such notice,
notify TENANT as to whether or not LANDLORD desires to recapture the Demised
Premises. In the event that LANDLORD shall elect to recapture the Demised
Premises or any part thereof, it shall be deemed that the space is recaptured by
the LANDLORD on the thirtieth (30th) day following LANDLORD s notice to TENANT
of its election. Within said thirty (30) day period, TENANT shall remove all of
TENANTS effects and personal property therefrom. If LANDLORD shall elect not to
recapture the Demised Premises or any part thereof, TENANT may, after prior
written consent of the LANDLORD, assign or sublet the Demised Premises subject
to Section 22.4.
Section 22.4: In the event TENANT shall sublet any of the space demised
hereunder and the rent and/or additional rent reserved under any such sublease
shall be in excess of the rent provided for hereunder, TENANT shall pay to the
LANDLORD, as additional rent, as and when same is collected, one-half the
difference between the rent and additional rent reserved herein and the rent and
additional rent reserved in such sublease.
Section 22.5: No assignment of this lease or underletting of the Demised
Premises shall release or discharge the TENANT hereunder from any of its
obligations to be performed under this lease.
ARTICLE XXIII-RULES AND REGULATIONS
Section 23.1: Tenant and TENANT's agents, employees, visitors and licensees
shall faithfully comply with the Rules and Regulations set forth on Exhibit D
annexed hereto and made part hereof and with such further reasonable Rules and
Regulations as LANDLORD at any time may make and communication in writing to
TENANT, which in LANDLORD s judgment shall be necessary for the reputation,
safety, care of and appearance of the building and the land allocated to it or
the preservation of good order herein or the operation or maintenance of the
Building and such land, its equipment or the more useful occupancy or the
comfort of the TENANTS or others in the Building. LANDLORD shall not be liable
to TENANT for the violation of any of said Rules and Regulations or the breach
of any covenant or condition in any lease by any other Tenant in the Building.
ARTICLE XXIV-LANDLORD s LIABILITY
Section 24.1: In the event that the LANDLORD shall default under the terms of
this lease and the TENANT shall recover a judgment against the LANDLORD by
reason of such default or for any reason arising out of the tenancy or use of
the premises by the TENANT or the lease of the premises to the TENANT, the
LANDLORD'S liability hereunder shall be limited to the LANDLORD s interest in
the land and Building of which the Demised Premises form a part and no further,
and the TENANT agrees that in any proceeding to collect such judgment, the
TENANT s right to recovery shall be limited to the LANDLORD s interest in the
building of which the Demised Premises form a part.
Section 24.2: If LANDLORD or a successor in interest is an individual (which
term as used herein includes aggregates of individual, such as joint ventures,
general or limited partnerships or associations), such individual shall be under
no personal liability with respect to any of the provisions of this tease, and
if such individual hereto is in breach or default with respect to its
obligations under this Lease, Tenant shall took solely to the equity of such
individual in the land and Building of which the Demised Premises form a part
for the satisfaction of TENANT's remedies, and in no event shall TENANT attempt
to secure any personal judgment against any partner, employee or agent or
LANDLORD by reason of such default by LANDLORD.
ARTICLE XXV-ENTIRE AGREEMENT
Section 25.1: This instrument contains the entire agreement between the parties
hereto, and the same may not be changed, modified or altered, except by a
document in writing executed and acknowledged by the parties hereto.
ARTICLE XXVI-CERTIFICATES
Section 26.1: Upon request by the LANDLORD, the TENANT agrees to execute any
certificate or certificates evidencing the commencement date of the term of the
lease and the fact that the lease in full force and effect, if such is the case,
and that there are no set-offs or other claims against the LANDLORD or stating
those claims which the TENANT might have against the LANDLORD.
Section 26.2: Upon request by the LANDLORD, the TENANT agrees to execute a
memorandum of this lease in recordable form, which memorandum shall set forth
the commencement dates of the lease and subordination of the lease to any
permanent first mortgage.
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ARTICLE XXVII-SECURITY
Section 27.1: TENANT shall deposit with LANDLORD the sum of Fifteen Thousand
Eight Hundred Twenty Five Dollars and Forty Eight Cents ($15,825.48) as security
for the faithful performance and observance by TENANT of the terms, provisions
and conditions of this lease. It is agreed that in the event TENANT defaults in
respect of any of the terms, provisions and conditions of this lease, including
but not limited to the payment of rent and additional rent, LANDLORD 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 renter any other sum as to
which TENANT is in default or for any reason of TENANT's default in respect of
any of the terms, covenants and conditions of this lease, including but not
limited to any damages or deficiency in the reletting of the premises. In the
event that TENANT shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this lease, the security shall be
returned to TENANT after the date fixed as the end of the lease and after
delivery of entire possession of the Demised Premises to LANDLORD. In the event
of a sale of the land and Building, LANDLORD shall have the right to transfer
the security to vendee and LANDLORD shall thereupon be released by TENANT from
all liability for the return of such security; and, the TENANT agrees to look
the new LANDLORD 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 LANDLORD. TENANT further covenants that it will no assign or
encumber or attempt to assign the monies deposited herein as security and that
neither LANDLORD nor his successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance. The
security deposit shall be placed in an interest bearing escrow account and the
interest (in accordance with the law) accrues to the TENANT.
ARTICLE -XXVIII-BROKER
Section 28.1: TENANT represents that CB Xxxxxxx Xxxxx was the broker used in
connection with this transaction, which fee shall be paid by LANDLORD and TENANT
agrees to indemnify LANDLORD against any claims or expenses which the LANDLORD
may incur by reason of the TENANT having dealt with any other broker in
connection with this transaction.
ARTICLE XXIX-SIGNS
Section 29.1: TENANT shall be allowed to use one line on the Building Directory
in the lobby of the Building. LANDLORD s acceptance of any name for listing on
the Building Directory will not be deemed, nor will it be substitute for,
LANDLORD s consent, as required by this Lease, to any sublease, assignment, or
other occupancy of the demised premises.
Section 29.2: TENANT, at TENANT's sole cost and expense, may install building
standard signage on the entrance doors.
ARTICLE XXX-HOLDING OVER
Section 30.1: TENANT covenants that it will vacate the Premises immediately upon
the expiration or sooner termination of this lease. If the TENANT retains
possession of the Premises or any part thereof after the termination of the
term, the TENANT shall pay the LANDLORD rent at double the monthly rate
specified in Section 3.1 for the time the TENANT thus remains in possession for
17
more than five (5) days and, in addition thereto, shall pay the LANDLORD for all
damages, consequential as well as direct, sustained by reason of the TENANT's
retention of possession. Notwithstanding the above, during the first five (5)
days, TENANT is obligated to pay rent and addition rent for such period of time.
The provisions of this Section do not exclude the LANDLORD s rights of re-entry
or any other right hereunder, including without limitation, the right to refuse
double the monthly rent and, instead, to remove TENANT through summary
proceedings for holding over beyond the expiration of the term of this lease.
ARTICLE XXXI-CAPTIONS
Section 31.1: The captions are included 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.
ARTICLE XXXII-INABILITY TO PERFORM
Section 32.1: If, by reason of strikes or other labor disputes, fire or other
casualty (or reasonable delays in adjustment of insurance), accidents, orders or
regulations of any Federal, State, County or Municipal authority or any other
cause beyond LANDLORD s reasonable control, whether or not such other cause
shall be similar in nature to those herein before enumerated, LANDLORD is unable
to furnish or is delayed in furnishing any utility or service required to be
furnished by LANDLORD under the provisions of this lease or any collateral
instrument or is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions or improvements,
whether or not required to be performed or made under this lease or under any
collateral instrument or is unable to fulfill or is delayed in fulfilling any of
LANDLORD's other obligations under this lease or any collateral instrument, no
such liability or delay shall 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 its agents by reason of inconvenience or annoyance to
TENANT or injury to or interruption of TENANT's business or otherwise.
ARTICLE XXXIII-PARTNERSHIP TENANT
Section 33.1: If TENANT is a partnership (or is comprised of two (2) or more
persons, individually and 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 and as copartners of a partnership) pursuant to Article
"XX" (any such partnership and such persons are referred to in this Section as
"Partnership Tenant"), the following provisions of this Section 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 composing Partnership Tenant hereby consents in advance
to and agrees to be bound by any modifications 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, notifies, demands, requests and other communications
oven or rendered to Partnership Tenant or to any of the parties comprising
Partnership Tenant shall be deemed given or rendered to Partnership Tenant
and all such parties; and
(D) It Partnership Tenant shall admit new partners, all of 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 have 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
TENANT 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 to LANDLORD shall vitiate the
provisions of Subdivision D of this Section.
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18
ART1CLE XXXIV-HAZARDOUS MATERIAL
Section 34.1: The LANDLORD will deliver the premises free of hazardous materials
and the TENANT shall keep or cause the Premises to be kept free of Hazardous
Material, except cleaning supplies, etc. (as defined hereafter). Without
limiting the foregoing, the TENANT shall not cause or permit the Premises to be
used to generate, manufacture, refine, transport, treat, store, handle, dispose,
transfer, produce or process Hazardous Materials nor shall the TENANT cause or
permit as a result of any intentional or unintentional act or omission on the
part of the TENANT or any contractor, subcontractor or permitted subtenant, a
release of Hazardous Materials onto the premises or onto any other property. The
TENANT shall comply with and ensure compliance by all contractors,
subcontractors and permitted subtenants with all applicable federal, state and
local laws, ordinances, rules and regulations, whenever and by whomever
triggered, and shall obtain and comply with and ensure that all contractors,
subcontractors and permitted subtenants obtain and comply with any and all
approvals, registrations or permits required thereunder of and to the extent
generated or created by TENANT. If it is determined that the TENANT is
responsible for the hazardous material damage(s), the TENANT shall:
(1) Conduct and complete all investigations, studies, sampling and testing and
all remedial, removal and other actions necessary to clean up and remove
all Hazardous Materials on, from or affecting the premises:
(a) in accordance with all applicable federal, state and local laws,
ordinances, rules, regulations and policies: and
(b) to the satisfaction of LANDLORD; and
(c) in accordance with the orders and directives of all federal, state and
focal governmental authorities; AND
(2) Defend, indemnify) and hold harmless LANDLORD, its employees, agents,
officers and directors from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs or expenses of whatever
kind or nature, known or unknown, contingent or otherwise, arising out of
or in any way related to:
(a) the presence, disposal, release or threatened release of any Hazardous
Materials which are on, from or affecting the soil, water, vegetation,
buildings, personal property, persons, animals or otherwise;
(b) any persona1 injury (including wrongful death) or property damage
(real or personal) arising out of or related to such Hazardous
Materials;
(c) any law suit brought or threatened, settlement reached or government
order relating to such Hazardous Materials; and/or
(d) any violation of laws, orders, regulations, requirements or demands of
government authorities or any policies or requirements of LANDLORD
which are based upon or in way related to such Hazardous Materials
including, without limitation, attorney and consultant fees,
investigation and laboratory fees, court costs and litigation
expenses. In the event this lease is terminated, TENANT s deliver the
Premises to LANDLORD free of any and all Hazardous Materials so that
the conditions of the Premises shell conform will all applicable
federal, state and local laws, ordinances, rules or regulations
affecting the premises. For purposes of this Section, "Hazardous
Materials" includes, without limitation, any flammable explosives,
hazardous or toxic substances or related materials defined in the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Superfund
Amendments and Reauthorization Act of 1986 (Publ. L No. 99-499, 100
stat. 1613 Hazardous Materials Transportation Act, as amended (49
U.S.C. Section 9601 et. seq.) and the regulations adopted and the
publications promulgated pursuant thereto or any other federal, state
or local governmental law, ordinance, rule or regulation. The
provisions of this Section shall be in addition to any and ail other
obligations and liabilities the TENANT may have to the LANDLORD at
common law and shall survive the transactions contemplated herein.
Notwithstanding any pr4vision of this Section, the LANDLORD retains the tight to
defend itself in any action or actions which are based upon or in any way
related to such Hazardous Materials. In any such defense of Itself, the LANDLORD
shall select its own counsel, and any and all costs of such defense, including
without imitation, attorney and consultant fees, investigation and laboratory
lees, court costs and litigation expenses shall be payable to TENANT.
ARTICLE XXXV-TENANT PARKING
Section 35.1: TENANT shall have the right to use five (5) parking spaces per
1,000 square feet of rentable office space for the parking of automobiles of the
Tenant, its employees and invitees in the parking area reserved for TENANTS of
the Building (hereinafter sometimes referred to as 'Building Parking Area )
subject to the Rules and Regulations now or hereafter adopted by LANDLORD.
TENANT shall not use nor permit any of its officers, agents or employees to use
any parking space in excess of TENANT's allotted number of spaces therein.
19
Parking shall be in marked parking spaces only. There is no parking allowed
along the building perimeter or along curbs other than in marked parking spaces.
Violators of this rule are subject to having their vehicle towed away at the
vehicle owners expense
ARTICLE XXXVI-CANCELLATION CLAUSE
Section 36.1: As long as the TENANT is not in default with the terms and
conditions of this tease agreement, the TENANT shall have the right to cancel
this lease agreement after the third (3rd) year or the fourth (4th) year of the
lease term, provided that the TENANT has given the LANDLORD six. (6) months
prior written notice of the TENANT's desire to cancel the lease agreement at
either one of these times and has also paid the LANDLORD one fifth (1/5) of the
TENANT Improvement Allowance, the TENANT Improvement Loan and the real estate
commission for each year canceled. If the TENANT cancels the lease agreement
after the third (3d) year, then the TENANT shall pay the LANDLORD two fifths
(2/5) of the TENANT Improvement Allowance, the TENANT Improvement Loan amount
and the real estate commission. If the TENANT cancels the lease agreement after
the fourth (4th) year, then the TENANT shall pay the LANDLORD one filth (1/5) of
the TENANT Improvement Allowance the TENANT Improvement Loan amount and the real
estate commission.
20
EXHIBIT A-FLOOR PLAN
TENANT IMPROVE4NT ALLOWANCE Included in this agreement, the LANDLORD shall
contribute an allowance of Twenty-Five Dollars ($25.00) per square loot rented
($25.00 x 4,318 = $107,950.00) to be spent on the improvements to the demised
premises for the TENANT by the LANDLORD.
21
EXHIBIT B-WORK LETTER
(1) Initial Office Finishing Schedule
At the TENANT's option, LANDLORD will design or follow TENANT's plan In
preparing TENANT's office area at LANDLORD's cost to the following
specifications:
(a) Erect the necessary dividing walls constructed of metal stud, five-eighths
inch gypsum board with xxxxx of three inch fiberglass for sound attenuation
in Demising walls. Finish exterior walls with five- eighths inch sheet
rock. Erect per approved plan, dry-wall partitioning stud and one-half inch
gypsum board not to exceed one linear foot of partitioning for every thirty
square feet of rentable space.
(b) Spackle and tape walls three coats to a smooth and true finish. Paint walls
two coats flat latex and doors and trim coats matching enamel.
(c) Install carpet (22 ounce).
(d) Install 2 x 4 lay-in acoustical ceiling tile.
(e) Provide interior solid-core oak doors on TENANT s plans, limited to
three per one thousand square feet.
(f) Provide satin finish door hardware.
(2) Lavatory Area - Public Spaces
(a) Separate male and female toilet facilities
(3) Landscaping
(a) The building will be extensively landscaped with trees, plantings and other
materials An underground sprinkler system xxxx be provided with a time clock to
maintain proper watering,
(4) Electrical Specifications
(a) All electrical work shall be installed in accordance with the National
Electrical Code and the local building code. A "Certificate of Compliance"
shall be obtained from the New York Board of Fire Underwriters at the
completion of the project.
(b) Lighting throughout the entire finished office area shall be obtained by
the use of recessed three- tight 2 x 4 fluorescent Fixtures with prismatic
lenses, not to exceed one fixture for each eighty square feet of usable
space. Local wall switches shall be provided for control of lighting.
Toilet, corridor, lobby and other similar areas shall be lit up at fifty
foot candles.
(c) Exit light lighting for all paths of egress shall be provided in accordance
with local building department regulations, if required.
(d) All branch circuit wiring shall be above hung ceiling or within drywall
construction in finished areas and shall be type BX. All exposed conduit in
non-finished areas shall be thin-walled "EMT".
(e) Wall mounted duplex convenience shall be provided on the basis of one
duplex outlet for each 120 square feet of rented area. This formula shall
be used to establish the quantity of outlets. However, the exact location
of each outlet shall be coordinated with the TENANT's furniture layout. All
duplex outlets are to be considered as normal convenience outlets and shall
22
be wired up with an average of five to eight outlets on one twenty-ampere,
120-volt circuit. Panel capacity shall be adequate to handle all tenant
lighting and equipment load, providing such equipment load does not exceed
two xxxxx per square foot of usable area.
(5) Heating, Ventilation and Air Conditioning Specifications
(A) General - The intent of this specification is to define a design
concept for the subject area.
(B) Design Criteria - Central air conditioning with modular system with
individual zone control shall be capable of the following performance
with the criteria noted are not exceeded.
(i) Between September 1 and June 1 the "healing system" shall be
operative and maintain a minimum of 70% FDB when the outdoor
temperature is 0 FDB and the prevailing wind velocity does not exceed
fifteen mile per hour.
(ii) Between April 15 and October 14, the "cooling system" shall be
operative and maintain a maximum of 80 FDB and 55% relative humidity
when the outdoor temperature is 95 FDB.
(iii) During the overlapping seasons (April 15 through June 1 and
September 1 through October 15), both systems shall be operative
(cooling and heating).
(iv) Zoning temperature and balancing controls shalt be operated
solely by the LANDLORD to assure the conditions above.
(v) Maintenance of the foregoing temperature conditions is conditioned
upon the following criteria, which shall not be exceeded by TENANT in
any room or area within the Demised Premises:
(a) Population density - one person per 150 square feet.
(b) Lighting and electrical load density - four xxxxx per square
foot.
(c) Exhaust and ventilation load - five cfm per person.
(5) Ventilation
(a) Bathrooms aced similar areas to be ventilated per code.
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23
EXHIBIT C-CLEANING SPECIFICA11ONS
The following is a summary of duties to be performed by our personnel during
their tour of duty at the above-mentioned location including the Demised
Premises:
(1) Hours
(a) Our employees will report to work at the close of regular office hours
after 6:00 p.m., five nights each week, with the exception of all
legal holidays. At the end of their duties, they will extinguish all
lights, and lock all doors.
(2) General Cleaning - Five Nights Weekly
(a) Sweep all composition flooring with treated dust mops. if any.
(b) Empty all waste and trash receptacles. Remove contents to receptacles
provided by the budding for further disposal.
(c) Empty and clean all ashtrays.
(d) Entrance way glass and metal work will be washed and rubbed down
daily.
(e) Vacuum all carpeting in building.
(f) Sweep staircase and landing Wash as necessary.
(g) Spot clean finger marks from walls, doors, trim, light switches and
fire exits.
(h) Wall surfaces and elevator cabs will be kept in polished condition.
(3) Lavatories-Five Nights Weekly
(a) Sweep, wash and disinfect all lavatory floors throughout the entire
building each night.
(b) Empty all wastepaper and sanitary disposal cars and remove to a
designated area for removal,
(c) Scour and disinfect all toilet bowls, urinals and hand basins.
(d) Wash and disinfect and dry all toilet seats.
(e) Maintain all metal pipes, bright work, mirrors, shelves, cabinets and
dispensers in a clean condition.
(f) Keep toilet partitions and tile walls in a clean condition.
(g) Refill all toilet tissue, hand soap, hand towels and sanitary napkin
dispensers as required.
(h) Machine scrub and rinse all tile washroom floors as required each
month.
(4) Exterior Services
(a) Parking fields will be cleared of snow in excess of two inches and
generally maintained so as to be well drained, properly surfaced and
striped.
(b) All landscaping, gardening, exterior lighting and irrigation systems
will have regular care and servicing.
24
EXHIBIT D-RULES AND REGULATIONS
(1) The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any TENANT or used for any purpose other than for ingress to
and egress from the Demised Premises and for delivery of merchandise and
equipment in a prompt and efficient manner using elevators and passageways
designated for such delivery by LANDLORD. There shall not be used in any
space or in the public hall of the Building. either by TENANT or by jobbers
or others in the delivery or receipt of merchandise, any hand trucks,
except those equipped with rubber tires and side guards.
(2) The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed, and
no sweeping, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage or damage resulting from
the violation of these rules shall be borne by the TENANT who, or whose
clerks, agents, employees or visitors shall have caused it.
(3) No carpet, rug or other article shall be hung or shaken our of any windows
of the Building; and, not TENANT shall sweep or throw or permit to be swept
or thrown from the Demised Premises any dirt or other substances into any
of the corridors or halls, elevators or out of the doors or windows or
stairways of the Building, and TENANT shall not use, keep or permit to be
used or keep any vending machine, burner, or oven, or noxious gas or
substance in the Demised Premises or permit or suffer the Demised Premises
to be occupied or used in a manner offensive or objectionable to LANDLORD
or other occupants of the Building by reason of noise, odors and/or
vibrations or interfere in any way with other TENANTS or those having
business therein, nor shall any animal or birds be kept in or about the
Building. Smoking or carrying lighted cigars or cigarettes anywhere in the
Building is prohibited. The building is a "No-Smoking Building" and no
smoking whatsoever is allowed in the Building by New York Health Department
Law Any TENANT or TENANT's invitees or visitors found smoking in the
building could be subject to fines as dictated by law. Anyone wishing to
smoke must go outside the building to the designated smoking areas
provided.
(4) No awnings or other projections shall be attached to the outside walls of
the Building without the prior written consent of the LANDLORD.
(5) No sign, advertisement, notice or other lettering and/or window treatment
shall be exhibited, inscribed, painted or affixed by any TENANT on any part
at the outside of the Demised Premises or the Building or on the inside of
the Demised Premises if the same is visible from the outside of the Demised
Premises if the same is visible from the outside of the Demised Premises
without the prior written consent of LANDLORD. 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 or
TENANTS violating this rule.
(6) No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any TENANT, nor shall any changes be made in existing
locks or mechanism thereof. Each TENANT must, upon the termination of his
tenancy, restore to LANDLORD all keys of stored) offices and toilet rooms,
either furnished to or otherwise procured by such TENANT; and, in the event
of the loss of any keys so furnished, such TENANT shall pay to LANDLORD the
cost thereof.
(7) Freight, furniture, business equipment merchandise and bulky matter of any
description shall be delivered to any removed from the premises only on the
freight elevators and through the service entrances and corridors and only
during hours and in a manner approved by LANDLORD. LANDLORD reserves the
right to inspect all freight to be brought into the Budding and to exclude
from the Building all freight Which violates any of these Rules and
Regulations or the lease of which these Rules and Regulations are a part.
(8) TENANTS shall not bring or permit to be brought or kept in or on the
Demised Premises any inflammable, combustible or explosive fluid, material,
chemical or substance or cause or permit any odors of cooking or other
processes or any unusual or other objectionable odors to permeate in or
emanate from the Demised Premises. TENANT shall not bring or permit to be
brought or kept in or on the Demised Premises any form of supplemental
heaters (electric heaters), or five Christmas trees as these items are a
fire hazard. If such heaters or live Christmas trees are found, they shall
be confiscated and removed from the building and the LANDLORD shall not (
be held liable for such removal.
(9) TENANT shall not store any equipment, parts or motor vehicles outside of
the premises.
(10) TENANT shaft not perform any work on motor vehicles outside the premises.
TENANT shall not allow employees to have their vehicles serviced on the
properly.
25
(11) TENANT is allowed access to TENANT space twenty-four hours per day, seven
days per week.
(12) No space in the Building shall be used for manufacturing, for the storage
of merchandise or for the sale of merchandise, goods or property of any
kind at auction.
(13) No TENANT shall make any disturbing noises or disturb or interfere with
occupants of this or neighboring buildings or premises, whether by the use
of any musical instruments, radio, talking machines, unmusical noises,
whistling, singing or in any other way. No TENANT shall throw anything out
of the doors, windows or skylights or down the passageways.
(14) The premises shall not be used for lodging or sleeping of for any immoral
or illegal purpose.
(15) The requirements of TENANTS will be attended to only upon application at
the office of the Building. Employees of the LANDLORD shall not perform any
work or do anything outside of their regular duties, unless under special
instruction from the office of the LANDLORD.
(16) Canvassing, soliciting and peddling in the buildings is prohibited, and
each TENANT shall use its best efforts to prevent the same.
(17) There shall not be used in any space or in the public halls of any
building, either by TENANT or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.
(18) No aerial shall be erected on the roof or exterior walls of the Demised
Premises or on the grounds.
(19) TENANT agrees to comply with all such rules and regulations upon ten (10)
days notice to TENANT from LANDLORD, unless same shall be submitted to
arbitration.
(20) No TENANT shall cover the floors of the Demised Premises with any material
other than carpeting of a similar grade to that originally installed by the
LANDLORD.
(21) TENANT agrees to comply with all such rules and regulations upon notice to
TENANT from LANDLORD or upon posting of same in such place within the
Building as LANDLORD may designate.
(22) No TENANT shall occupy or permit any portion of the premises demised to him
to be occupied as an office for a public stenographer or typist or for the
possession, storage, manufacture or sale of liquor, narcotics, dope,
tobacco in any form or as a xxxxxx or manicure shop or pay any employees on
the Demised Premises, nor advertise for laborers giving an address at said
premises. Notwithstanding the foregoing, the LANDLORD shall have the right
to public stenographer typist, sale of liquor, sale of tobacco or for a
xxxxxx shop or manicure shop or employment bureau.
(23) TENANT agrees that extraordinary waste, such as crates, cartons, boxes,
furniture and equipment, construction debris, etc. shall be removed from
the Real Property by TENANT at TENANT's own costs and expense. At no time
shall TENANT place any waste of any kind in any public areas. If TENANT
shall place any waste in the public areas, the parties agree that
everything so placed is abandoned and of no value to TENANT, and LANDLORD
may have the same removed and disposed of at TENANT's expense. This remedy
is in addition to any other remedies the LANDLORD may have therefor.
(24) Rights of LANDLORD - The LANDLORD reserves the right to exclude from the
Building, between the hours of 6:00 p.m. and 7:00 a.m. and at all hours on
Sundays and legal holidays, all persons who do not present a pass to the
Building signed by the LANDLORD. The LANDLORD will furnish passes to
persons from whom any TENANT requests same in writing. Each TENANT shall be
responsible for all persons for whom he requests such pass and shall be
liable to the LANDLORD for all acts of such persons. TENANT shall not,
however, be responsible for the Building or liable for any acts of others
in respect to the Building..
(25) Interruption of Utilities - The LANDLORD reserves the right, temporarily,
to interrupt curtail, stop or suspend air conditioning and heating service
and all other utility or other service because of LANDLORD S inability to
obtain or difficulty or delay in obtaining labor or materials necessary
therefore or in order to comply with governmental restrictions in
connection therewith or for any other cause beyond LANDLORD s reasonable
control. No diminution or abatement of Basic Rent, Additional Rent or other
compensation shall or will be claimed by TENANT nor shall this lease or any
of the obligations of TENANT hereunder be affected or reduced by reason of
such interruptions, stoppages or curtailments, the cause of which are
herein above enumerated, nor shall the same give rise to a claim in
TENANT's favor that such failure constitutes actual or constructive, total
26
or partial eviction from the Demised Premises, unless such interruptions,
stoppages or curtailments have been due to the arbitrary, willful or
negligent act or failure to act of LANDLORD.
(26) Telephone Service - Telephone service shall be the responsibility of
TENANT. TENANT shall make all arrangements for telephone service with the
company supplying said service, including the deposit required for the
furnishing of service LANDLORD shall not be responsible for any delays
occasioned by failure of the telephone company to furnish service.
(27) Computer/Communications Wiring - Tenant, at the end of the lease term,
shall have all computer/communications wiring removed that was installed by
Tenant. Any wiring that is installed by Tenant shall be plenum rated cable
and shall comply with the state and local fire codes.
27
In witness whereof, the parties hereto have hereunto set their hands and seals
the day and year first above written.
XXXXXXXXX DEVELOPMENT, INC.
BY: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------
XXXXXXX X. XXXXXXXXX, PE
President/CEO
NetWolves Corporation
---------------------------
BY:/s/ Xxxxxx X. Xxxxxxx
XXXXXX XXXXXXX, XX.
PRESIDENT/CEO
(Notary for Landlord)
State of New York)
) ss.:
County of Suffolk)
On this 7th day of June, 2000, before me personally came Xxxxxxx X. Xxxxxxxxx,
PE to me known, who being by me duly sworn, did depose and say that he is an
officer of Xxxxxxxxx Development, Inc. and executed the foregoing instrument as
"Landlord" on behalf of said corporation.
/s/_____________________
NOTARY
(Notary for Tenant)
State of New York)
) ss.:
County of Suffolk)
On this 1st of June, 2000, before me personally came Xxxxxx Xxxxxxx, Xx. tome
known, who being by me duly sworn, did depose and say that he resides at 000
Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX and that he is the President of the corporation
described in and which executed the foregoing instrument as "Tenant"; that he
signed his name thereto by like order.
/s/_____________________
NOTARY
XXXXXX X. BEIGE
Notary Public, State of New York
No.02BE506187776
Certified in Suffolk County
Commission Expires June 17, 2000
