Exhibit 10.1
LEASE AGREEMENT
The Landlord and Tenant agree to lease the Premises at the Rent and for the Term
state below:
LANDLORD: TENANT:
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XXXXXX ORGANIZATION LTD. NEW YORK FILM WORKS INC.,
d/b/a HADSON REALTY a New York Corporation
[EIN: ]
ADDRESSES FOR NOTICES:
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For Landlord: For Tenant:
Xxxxxx Organization Ltd. New York Film Work Inc.
d/b/a Hadson Realty 000 Xxxxxxxx
0000 Xxxxxxxx, Xxxxxx floor Stores #1 and 2
New York, New York 10001 Xxx Xxxx, Xxx Xxxx 00000
PREMISES: Stores #1 and #2 and Basement #1 (directly underneath Store
#1) in the building known as 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx,
located on Broadway between 21st and 22nd Streets with
entrance to Store #1 on Broadway and entrance to Store #2 on
21st Street, constituting the space currently occupied by the
tenant.
LEASE DATE: May 16, 1995
TERM: Five (5) Years -- Beginning May 1, 1995 and ending April
30, 2000
BASE RENT: YR 1 May 1, 1995 -- April 30, 1996; $156,000 per annum
[$13,000 per mo.]
YR 2 May 1, 1996 -- April 30, 1997; $180,000 per annum
[$15,000 per mo.]
YR 3 May 1, 1997 -- April 30, 1998; $180,000 per annum
[$15,000 per mo.]
YR 4 May 1, 1998 -- April 30, 1999; $192,000 per annum
[$16,000 per mo.]
YR 5 May 1, 1999 -- April 30, 2000; $192,000 per annum
{$16,000 per mo.]
SECURITY: None
ADDITIONAL
RENT AND WATER
CHARGES: For the purposes of this article, the following definitions
apply:
a) "Landlord's Statement". Shall mean an instrument containing
a computation of any Additional Rent due pursuant to the
provisions of this Article. Such notice shall be sent to the
Tenant at the address set forth herein for notices.
b) "Tax Base Year". Shall mean the year July 1, 1995 to June
30, 1996 and is the year used for computing Real Estate Tax
Escalation.
c) "Real Estate Taxes". Shall mean all real estate taxes,
assessments, sewer rents and water charges, governmental
levies, municipal taxes, county taxes or any governmental
charge, general or special, ordinary or extraordinary,
unforeseen as well as foreseen, of any kind or nature levied
against the building, sidewalks, plazas, malls, business
improvement districts, streets in front of the building or
adjacent thereto.
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d) "Tax Year". Shall mean each period of twelve (12) months,
commencing July 1st of any given year or any other period of
twelve (12) months that may be hereafter duly adopted by the
City of New York as the fiscal year for Real Estate Tax
purposes.
e) "Water Usage". Shall refer mean all those charges imposed
for water and sewer including all water meter charges, water
and sewer charges and frontage.
1) REAL ESTATE TAXES. Tenant shall pay to Landlord as additional
rent a sum equal to one-twelfth (1/12) of the amount by which the
Real Estate Taxes for the Tax Year exceed the Tax Base Year
["escalation" or "Real Estate Tax Escalation"]. Such additional rent
shall be due and payable by the Tenant to the Landlord upon
Landlord's presentation to the Tenant of notification of increases
due [hereinafter "Landlord's Statement"]. Such Landlord's Statement
shall be sufficient evidence of the amount to be paid by the Tenant.
Amounts billed are due in full thirty (30) days after the Landlord's
Statement is mailed by Landlord to the Tenant. Landlord's failure to
render a Landlord's Statement with respect to any Tax Year shall not
prejudice Landlord's right to thereafter render a Landlord's
Statement with respect to that tax year or any subsequent Tax Year.
Tenant's obligation to pay the escalation does not include any
income, franchise or inheritance taxes.
2) WATER USAGE. Tenant will pay as a separate water charge an amount
equal to all charge imposed for water usage, including water mater
charges, water sewer charges and frontage at the Premises. Tenant
shall be responsible for paying all water meter charges at the
Premises from the beginning of the Lease Term and thereafter. Such
amounts are water charges and are due in full within thirty (30)
days after billed. Failure to pay water charges is tantamount to non
payment of rent and can be enforced in the same manner as a failure
to pay rent.
1. Use
The Premises is for use solely for the processing of film and related
activities.
2. Failure to Give Possession
Landlord shall not be liable for failure to give Tenant possession of the
Premises on the beginning date of the Term. Rent shall be payable as of the
beginning of the Term unless Landlord is unable to give possession. In that
case, rent shall be payable when possession is available. Landlord will notify
Tenant as to the date possession is available. The ending date of the Term will
not change.
3. Rent, Added Rent
The whole amount of rent for the entire term is due and payable when this
Lease is signed. Provided Tenant is not in default hereunder, Landlord shall
accept the payment of Base Rent in equal monthly installments as an
accommodation to Tenant.
Tenant may be required to pay other charges to Landlord under the terms of
this lease. They are to be called "additional rent." This additional rent is
payable as rent and is due on the first day of the month following the date the
additional rent is billed. If Tenant fails to pay the additional rent on time,
Landlord shall have the same rights against Tenant as if it were a failure to
pay rent.
4. Late Payment and Dishonored Checks:
All rent and additional rent is due in advance on the first day of each
month. Any rent installment not received at the management office by the tenth
(10th) of the month will be deemed late and a fee of five percent (5%) of the
total rent/arrears will be due in each instance. If any check is returned by
Landlord's bank for insufficient funds Tenant shall pay an additional bounced
check fee of $50.00 to Landlord in addition to the late fee. The bounced check
fee shall be considered as additional rent.
5. Interest on Unpaid Rent:
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If the payment of Base Rent or Additional Rent by Tenant to Landlord shall
remain unpaid for more than thirty (30) days after the date on which a xxxx is
rendered by Landlord, interest of twelve percent (12%) per annum on the sums so
overdue for more than 30 days shall also be due and payable to Landlord as
additional Rent.
6. Notices
Any xxxx, statement or notice must be in writing and delivered or mailed
to the Tenant at the Premises and to the Landlord at the Address for Notices. It
will be considered delivered on the third day after mailing or if not mailed, on
the day left at the proper address. Any notice must be sent by certified mail.
Both parties must send written notice if either changes the Address for Notices.
7. Utilities and Services
Tenant agrees to make its own arrangements with the public utility
companies servicing the premises for the provision and payment of the following
utilities and services consumed by the Tenant at the premises when billed: water
(if, and when, separately metered), electric, gas and telephone. Tenant has
opened utility, and telephone accounts in its own name and will continue to
maintain these accounts during the term of the lease. Tenant acknowledges that
Landlord shall be under no obligation to provide any services to the premises
and that Tenant shall make its own arrangements to provide services such as
ventilation and air conditioning at the premises. Tenant shall install hot water
heaters for heating all water used at the Premises. Such installation shall be
by a licensed professional and shall be at the sole cost and expense of the
Tenant. Landlord will receive proof that all hot water used at the Premises is
serviced by such hot water boiler within Thirty (30) days of the execution of
this lease. Tenant will provide proof that all water consumed at the Premises is
metered and the meter number(s) of each meter within Thirty (30) days of the
execution of this lease. Tenant may use any meters already present at the
Premises and Landlord represents that there are water meters which monitor water
usage at the Premises. In no event shall Landlord be responsible for charges for
electricity, water or any other utility or service consumed or used by the
Tenant at the premises. Interruption or curtailment of any such services shall
not constitute a constructive or partial eviction nor entitle Tenant to any
compensation or abatement of fixed rent and/or additional rent. Tenant agrees
that at all times its use of electricity shall never exceed the capacity of the
existing feeder to the Building, the risers or wiring. Tenant shall make no
alterations or additions to the electrical equipment in the Building without the
prior written consent of the Landlord.
8. Condition of Premises
The Premises are rented "as is" without any representations or warranties
on the part of the Landlord, its agents or representatives. Tenant has inspected
the Premises and contents therein and leases the Premises "as is". It is
understood and agreed by Tenant that there are no representations with respect
to the physical condition of the demised Premises and the building in which the
demised Premises is located and that Tenant has inspected the demised Premises.
There shall not be any claim for any item by Tenant after the date hereof.
Tenant shall, at Tenant's sole cost and expense, make all repairs, alterations
and improvements in the demised Premises, including but not limited to, heating,
ventilation and air-conditioning equipment and systems, plumbing, hot water, all
repairs, replacements or alterations required by any governmental authority as a
result of the Tenant's use of the demised Premises to operate its business, and
all necessary repairs and replacements of Tenant's signs and fixtures required
for the proper conduct of Tenant's business.
9. Repairs and Alterations
Tenant must keep, and at the end of the Term return, the Premises and
fixtures, clean and in good order and repair. Tenant agrees, at his sole cost
and expense, to make any and all non-structural repairs to the Premises
including, without limitation, repairs rendered necessary (even if not in
demised premises) if said repairs are the result of Tenant's use of the
Premises. This provision will remain in force whether or not repairs are
rendered necessary by the negligence of the Tenant. Tenant is not responsible
for ordinary wear. If any damage to the fixtures and/or the building is a result
of misuse or negligence by Tenant, its invitees, agents, guest, or licensees,
then Tenant will be responsible for the entire repair or replacement cost. If
Tenant defaults, Landlord has the right, but not the obligation, to make repairs
and charge Tenant the cost. The cost will be deemed additional rent.
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Any and all construction or modification of the Premises must be approved
in advance and in writing by the Landlord and/or its agents. Copies of all plans
detailing proposed work and/or permits for construction or modification must be
provided to Landlord's managing office for approval. Such approval shall not be
unreasonably withheld. Tenant agrees that all contractors will carry insurance
to cover workers' compensation and general liability in amounts reasonably
required by Landlord. Any changes, improvements, additions, alterations,
installments, counters, appliances and trade fixtures made, brought on or used
at the Premises become the property of Landlord immediately upon installation or
use at the Premises.
Tenant shall maintain the Premises free of all violations of any kind,
including violations which existed prior to the commencement of this lease and
shall remove same including, but not limited to, any violations issued by the
Development or Department of Buildings. Tenant shall remove any violations of
any kind caused by Tenant's manner of use and occupancy of the Premises. Should
Tenant fail to correct said violations, Tenant will be substantially violating
this Lease and Landlord shall have the option of terminating this tenancy or
removing such violations and charging to the Tenant, as hereunder, any
reasonable costs incurred, enforceable as a nonpayment of rent. Additionally,
Tenant shall indemnify and hold Landlord harmless from any reasonable expenses
in connection with said violations, caused by Tenant.
Tenant, at its own cost and expense, shall replace all damaged or broken
plate glass or other glass in or about the demises premises.
The Tenant does hereby covenant for itself, its executors, administrators,
successors and assigns, that it will not, at any time during the term created by
this Lease or any extensions and renewals thereof, make or permit any
alterations or additions to the Premises demised hereby, whether external or
internal, without the permission of the Landlord, its heirs, executors,
administrators or assigns, first obtained, in writing which consent shall not be
unreasonably withheld. Tenant shall not do anything nor suffer anything to be
done whereby the demised Premises may be encumbered by a mechanics' lien, and
shall, whenever and as often as any mechanics' lien is filed against the demised
Premises purporting to be for labor or material furnished or to be furnished to
Tenant, discharge the same of record within thirty (30) days after the date of
filing. Notice is hereby given that Landlord shall not be liable for any labor
or materials furnished or to be furnished to Tenants upon credit, and that no
mechanics, other lien for any such labor or materials shall attach to or affect
the reversionary or other estate or interest of Landlord in and to the Premises
herein demised.
Tenant shall, at its own cost and expense, procure each and every permit,
license, certificate, or other authorization and any renewals, extensions or
continuances of the same required in connection with the lawful and proper use
of the demised Premises or required in connection with any building or
improvements on the demised Premises or any business conducted therein,
including but not limited to business permits. Neither a failure on a part of
the Tenant to procure such permit, license, certificate, or other authorization,
nor the revocation of the same, shall in any way affect the liability of the
Tenant for the payment of the rent herein reserved or the performance or
observance of any of the covenants or conditions herein contained on the
Tenant's part to be performed and observed.
10. Activity
Any activity in this store that would interfere with the other tenants of
the building, shall constitute a substantial violation of this Lease. This
provision includes, but is not limited to, excessive noise and/or odors
emanating from the store.
Tenant shall conduct its business in such a manner as to prevent the
escape of fumes into the elevator, common hallways or to other floors in the
building.
11. Fire or Other Damage
Tenant must give Landlord immediate notice in case of fire or other damage
to the Premises. Landlord will have the right to repair the damage within a
reasonable time or cancel this Lease.
In the event that the Premises are rendered substantially unusable
Landlord may cancel the Lease by giving Tenant three (3) days' written notice.
The Term shall be over at the end of the third day. In such event, Tenant will
look only to his/her own insurance as required by this lease, whether or not
obtained, to recover any damages suffered as a result of the damage including
but not limited to early termination of the lease. Tenant, at tenant's sole cost
and expense, has a right to restore the
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Premises, provided the such restoration work is completed within sixty (60) days
of the occurrence of the fire or other damage.
12. Easement for Pipes:
Tenant shall permit Landlord to erect, use, maintain and repair pipes,
ducts, cables, conduits, plumbing, vents and wires in, to and through the
premises as and to the extent that Landlord may not or hereafter deem to be
necessary or appropriate for the proper operation and maintenance of the
Building in which the demised premises are located, or to the extent necessary
to accommodate the requirements of other tenants in the building. All such work
shall be done, as so far practicable, in such manner as to avoid unreasonable
interference with Tenant's use of the premises. Landlord shall restore any
interior walls and/or finishes in the Demised Premises to the condition such
walls and/or finishes were in if same were damaged as a result of Landlord or
Landlord's contractors work to the Premises.
13. Display of Merchandise:
Tenant is absolutely forbidden to display merchandise in front of its
demised premises or any part of the Building. If Tenant violates this clause it
shall be deemed a material default under this Lease and Landlord shall have all
of the remedies as set forth in the default provision of this Lease, and in
addition, shall have the right to seek injunctive relief.
14. Liability
Landlord is not liable for loss, expense or damage to any person or
property unless it is due to Landlord's negligence. To the extent that any
damages are sustained by Tenant as a result of Landlord's negligence, Tenant
waives any damage claims against Landlord and Managing Agent to the extent that
Tenant is compensated or would be compensated by insurance coverage as required
by this lease regardless of whether such insurance is purchased by Tenant or
Landlord or is not purchased at all. Tenant must pay for damages suffered and
money spent by Landlord relating to any claim arising from any act or neglect of
Tenant, its agents, servants, guests or licensees. Tenant is responsible for all
acts of Tenants' family, employees, guests and invitees. If Tenant's manner of
use of the Premises causes Landlord's insurance premiums to increase, such
increase shall be paid by the Tenant in the form of additional rent.
15. Landlord's Consent
If Tenant requires Landlord's consent to any act and such consent is not
given, Tenant's only right is to ask the Court to force Landlord to give
consent. Tenant agrees not to make any claim against Landlord for money or
subtract any sum from the rent because such consent was not given or to permit
occupancy by third parties.
16. Transfer of Lease
Tenant agrees that this Lease will not be sold, assigned or transferred
without the prior written consent of the Landlord, which consent shall not be
unreasonably withheld. Requests to sublease or assign all or any portion of the
premises will only be considered if Tenant is not in default of any of the terms
of this Lease. Any purported sale, transfer, assignment, sublease and/or license
commenced without such consent shall be null and void. Landlord's consent to
such subletting an/or assignment will not be unreasonably withheld. The parties
agree that if the Tenant shall be a corporation, partnership and/or limited
partnership, a transfer of fifty percent (50%) or more of the corporate stock or
shares of the corporate general partner of a limited partnership or partnership
interest, general or limited, shall constitute a transfer of this lease.
Tenant covenants and agrees that notwithstanding any subletting or
acceptance of rent or additional rent by Landlord from any subtenant, Tenant
shall and will remain fully liable for the payment of all rent and additional
rent due or to become due hereunder and for the performance of all the
covenants, agreements, terms, provisions and conditions hereunder on the part of
the Tenant to be performed.
Landlord reserves the right to cancel this lease if Tenant requests to
sublease, assign, sell or transfer this lease. In such event Landlord shall take
back the premises and Tenant shall be relieved of all of its obligations under
this lease upon surrender of the premises to the Landlord and execution of a
lease surrender agreement.
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17. Conditions Upon Assignment
Preconditions to any assignment, sublease, underletting and/or transfer of
this Lease, shall be (a) that Tenant is not and has not in default of any
portion of this Lease at any time during the term, (b) the execution and
delivery to Landlord of a document evidencing such assignment, sublease,
underlease and/or transfer of this Lease [collectively, "Transfer Document"],
which transfer document shall state for the benefit of Landlord that the
assignee and/or transferee assumes all of the obligations and duties of the
Tenant hereunder, (c) the proposed assignee and/or undertenant shall demonstrate
to Landlord's reasonable satisfaction that it is financially capable of meeting
the obligations of this Lease, and (d) the transfer document shall not cause
Landlord any cost, including but not limited to legal and accounting fees, all
of which are to be borne by Tenant.
18. Estoppel Certificate
In the event Landlord or Tenant so requests, Tenant or Landlord shall be
required to give Landlord or Tenant a written certificate within thirty (30)
days of Landlord's request, certifying that the lease is in full force and
effect, the amount of rent (base and additional) then payable, the date to which
rent (base and additional) has been paid, whether the lease has been modified,
and if so, how.
19. Landlord May Enter, Keys
Landlord may at reasonable times enter the Premises to examine, to make
repairs or alterations, and to show it to possible buyers, lenders, insurers or
tenants. The exercise by Landlord of any of its rights under this paragraph
shall not be deemed an eviction or disturbance of Tenant's use and possession of
Premises, provided Landlord takes reasonable steps not to interfere with
Tenant's business operations at Premises. Tenant must give to Landlord keys to
all locks. Locks may not be changed or additional locks installed without
Landlord's written consent.
20. Subordination
This Lease and Tenant's rights are subject and subordinate to all present
and future (a) leases for the Premises or the land on which it stands, (b)
mortgages on the leases or on the Premises or on the land, (c) agreements
securing money paid or to be paid by the lender, under mortgages, and (d) terms,
conditions, renewals, changes of any kind in and extensions of the mortgages or
leases or Lender agreements. Tenant must promptly execute any certificate(s)
that Landlord requests to show that this Lease is subject and subordinate.
If Landlord shall hereafter enter into a mortgage covering the subject
premises, Landlord agrees to use its best efforts to obtain from the mortgagee a
nondisturbance agreement with the Tenant permitting the Tenant to use and occupy
the demised Premises and will not be disturbed as long as Tenant observes and
performs the terms, covenants and conditions on Tenant's part to be performed
under this lease. Notwithstanding the above, Landlord makes no representations
or warranties whatsoever regarding its ability to obtain said agreement from any
mortgagee.
21. Condemnation
If any part of the Premises is condemned, Landlord many cancel this Lease
on notice to Tenant setting forth a cancellation date not less than thirty (30)
days from the date of the notice. If the Lease is canceled, Tenant must deliver
the Premises to Landlord on the cancellation date together with all rent and
additional rent then due. The entire award for any taking belongs to Landlord,
other than Tenant's trade fixtures.
22. Compliance with Authorities
Tenant must, at Tenant's cost, promptly comply with all laws, orders,
rules and directions of all governmental authorities, property owners
associations, insurance carriers or Board of Fire Underwriters or similar group.
This is a substantial obligation of the tenancy. Tenant may not do anything
which may increase Landlord's insurance premiums. If Tenant does, Tenant must
pay the increase as added rent.
23. Tenant's Defaults and Landlord's Remedies
A. Landlord may give twenty (20) days written notice to Tenant to correct
any of the following defaults:
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1. Failure to pay rent and/or added rent on time.
2. Improper assignment of the lease, improper subletting of all or
part of the Premises, or allowing another to use or occupy the Premises.
3. Improper conduct by Tenant or other occupant of the Premises.
4. Failure to fully perform any other term in the Lease.
5. Breach of a substantial obligation of tenancy.
B. If Tenant fails to correct the defaults in Section A within the twenty
(20) day period, Landlord may cancel the Lease by giving Tenant a written notice
at least three (3) days in advance of the termination date stating the date the
Term will end. On that date the Term and Tenant's rights in this Lease
automatically end and Tenant must leave the Premises and give Landlord the keys.
Tenant continues to be responsible for rent, added rent, expenses, damages,
legal fees and losses.
C. If the Lease is canceled, or rent or added rent is not paid on time, or
Tenant vacates the Premises, Landlord may in addition to other remedies take any
of the following steps:
1. Enter the Premises and remove Tenant and any person or property.
2. Use dispossess, eviction or other lawsuit method to take back the
Premises.
D. If the Lease is ended or Landlord takes back the Premises, rent and
added rent for the unexpired Term becomes due and payable immediately. Tenant is
not entitled to any refund of the rent paid in advance. Tenant shall be
responsible for Landlord's Costs. Landlord's Costs shall include the cost of
repairs, decorations, broker's fees, attorney's fees (enforcing rights under
this lease or in connection with reletting), advertising and preparation for
renting. Tenant shall continue to be responsible for rent, added rent, expenses,
damages and losses. Tenant waives all rights to return to the Premises after
possession is given to the Landlord by a Court.
E. Additionally and without prejudice to the rights set forth above, in
the case of default in payment of rent and/or additional rent or water charges
Landlord can make a demand for such rent and/or additional rent or water charges
and if such amount is not paid in full within ten (10) calendar days after
demand, Landlord can commence summary nonpayment proceedings.
F. All remedies provided for herein are cumulative and can be exercised
separately or at the same time.
24. Bankruptcy [Excepting Case Number 92B-44779]
If (1) Tenant assigns property for the benefit of creditors, (2) Tenant
files a voluntary petition or an involuntary petition is filed against Tenant
under any bankruptcy or insolvency law, or (3) a trustee or receiver of Tenant
or Tenant's property is appointed, Landlord may give Tenant thirty (30) days
notice of cancellation of the Term of this Lease. If any of the above is not
fully dismissed within the thirty (30) days, the Term shall end as of the date
stated in the notice. Tenant must continue to pay rent, damages, losses and
expenses without offset.
25. Correcting Tenant's Default
If Tenant fails to correct a default after notice from Landlord, Landlord
may but is not required to correct it for Tenant at Tenant's expense. The sum
Tenant must repay to Landlord will be added rent.
26. Waiver of Jury, Counterclaim, Set off
Landlord and Tenant waive trial by a jury in any matter which comes up
between the parties under or because of this Lease (except for a personal injury
or property damage claim). In a proceeding to get possession of the Premises
Tenant shall not have the right to make a counterclaim or set off. In any action
or proceeding brought by Landlord against Tenant, Tenant shall not, and shall
not have the right to: (a) interpose any defense based upon a breach by Landlord
of any of the terms, covenants and conditions of this Lease on the part of the
Landlord to be performed, or (b) personal injury and/or property damage or (c)
interpose a counterclaim or set-off for damages which may have been sustained by
Tenant, by reason of the Landlord's failure to perform any of the terms,
covenants and conditions of this lease on the part of the Landlord to be
performed, or by reason of any other ground or collateral damage. Tenant shall
be relegated to an independent action for damages or for any other relief Tenant
may seek, including but not limited to claims for personal injury, property
damage, breach of lease, reformation or recission and such independent action
shall not at any time be joined or consolidated with, or otherwise interposed
in,
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such action or proceeding for nonpayment of rent and/or breach of lease
(holdover) by Tenant nor shall such constitute grounds to stay or delay such
summary proceedings.
27. Broker
Tenant represents to Landlord that Tenant has not dealt with any broker.
Tenants agrees to indemnify and hold Landlord harmless from any claims by any
broker for commissions in connection with this lease.
28. Landlord Unable to Perform
If due to labor trouble, government order, lack of supply, Tenant's act or
neglect, or any other cause not fully within Landlord's reasonable control
Landlord is delayed or unable to (a) carry out any of Landlord's promises or
agreements, (b) supply any service to be supplied, (c) make any required repair
or change in the Premises, or (d) supply any equipment or appliances, this Lease
shall not be ended or Tenant's obligations affected.
29. Illegality
If any part of this Lease is not legal, the rest of the Lease will be
unaffected.
30. No waiver
Landlord's failure to enforce any terms of this Lease shall not prevent
Landlord from enforcing such terms at a later time.
31. Quiet enjoyment
Landlord agrees that if Tenant pays the rent upon signing this lease,
continues to pay rent as required by the lease and is not in default under this
Lease, Tenant may peaceably and quietly have, hold and enjoy the Premises for
the Term of this Lease.
32. Successors
This Lease is binding on all parties who lawfully succeed to the rights or
take the place of the Landlord or Tenant.
33. Representations, Changes in Lease
Tenant has read this Lease. All promises made by the Landlord are in this
Lease. There are no others. This Lease may be changed only by an agreement in
writing signed by and delivered to each party.
34. Insurance
Tenant agrees that it is obligated to, and will insure all of its personal
property, including, but not limited to all equipment brought on the premises by
Tenant, and that of any other persons using the premises at its own cost and
expense, to its full insurable value to protect against damage resulting from
fire, water damage, theft and other causes. Tenant waives any claims for
property damage or personal injury against Landlord to the extent permitted by
law. Tenant waives any claim for damages against the Landlord to the extent that
it is, or would have been, compensated by insurance required by this Lease,
whether such insurance is obtained or not. Landlord is to be added as additional
insured on that policy.
Tenant agrees that it is obligated to and will at its sole cost and
expense carry a combined single limit policy in the amount of One Million
Dollars ($1,000,000.00) covering general liability, the negligence of tenant,
its agents, servants, guests and licensees for personal injury and/or death
and/or damage that may be occasioned to the premises or to tenant or to
landlord's possessions or property or to any person on the Premises because
negligence. Landlord is to be added as additional insured on Tenant's policy.
A copy of this policy or policies, in full force and effect, will be
presented upon signing of the Lease. The insurance policy will be with a
reputable insurance company licensed to do business in the State of New York and
approved by Landlord. Said policy will provide coverage through the term of the
Lease. If the Tenant fails to present proof of insurance, Tenant agrees that
Landlord may obtain such insurance and use the security deposit or a portion
thereof to pay the premiums. Should this option be exercised, the reasonable
cost of the application, the amount of the premium, and any and all expenses
incurred by Landlord in procuring said policy, shall be due
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within ten (10) days of the transmittal of Landlord's xxxx and payable with the
rent received hereunder as additional rent and shall be collectable with the
same remedies as if originally reserved as rent hereunder.
Tenant acknowledges that Landlord has made no representation with respect
to the security in the building nor in the neighborhood. Landlord grants Tenant
permission to install a security system in the premises at Tenant's sole cost
and expense subject to Landlord's approval of specific wire and/or fixture
placement. Tenant acknowledges that the installation of any wiring or fixtures
are to be considered leasehold improvements and become part of the real property
to which they are affixed. Upon installation the leasehold improvements
automatically become the property of Landlord. These improvements are to be left
when Tenant vacates.
35. Showing of Premises
Landlord and/or agent may show the premises to any prospective purchasers,
engineers, and/or insurance inspectors and the premises may be shown at all
reasonable times upon reasonable notice.
36. Rent Regulations
Landlord represents and Tenant acknowledges Landlord's representation that
the premises are not subject to any rent regulation because the Premises are
used as a commercial space.
37. Legal Fees
If Tenant defaults in performing any obligation under this lease and as a
result of the default or enforcing any rights based upon Tenant's default,
Landlord pays or incurs any legal fees or any other expense, Tenant acknowledges
that Tenant is responsible to pay such fees.
38. Paragraph Headings
The Paragraph headings are for convenience only.
39. Effective date
This Lease is effective when Landlord delivers to Tenant a copy signed by
all parties. Tenant acknowledges that simultaneous with their signatures,
Landlord has signed and they acknowledge receipt of a fully signed copy of the
lease.
40. Extermination, Rubbish Removal and Disposal of Chemicals
Tenant acknowledges that it is responsible for the removal and disposal of
all refuse and rubbish (garbage) in the Premises at its sole cost and expense.
Tenant shall at all times keep the sidewalks and streets adjacent to the
Premises free and clear of any food and/or debris at no time shall Tenant leave
containers containing refuse or rubbish on the street or sidewalk in front of
the Premises. Tenant must comply with all current and future recycling
requirements imposed by law or regulations. Tenant shall store all refuse within
its Premises until one (1) hour before pickup.
Tenant, at tenant's sole cost and expense, shall keep the Premises in good
order and cause the Premises, store front, entrance door(s), plate glass to be
cleaned at regular intervals. Tenant shall also, at its sole cost and expense
cause the Premises to be exterminated against infestation by vermin, roaches
and/or rodents.
Tenant agrees to properly dispose of all chemicals and other materials
used in its business in a reasonable and safe manner and in accord with all
regulations issued by any governmental agency.
41. Sidewalk
Tenant agrees to keep and maintain the sidewalk abutting the Premises
clean and unobstructed and shall keep the same free from an accumulation of
dirt, ice and snow. Tenant agrees to indemnify and hold harmless Landlord and
its managing agent from any and all damages or injuries suffered as a result of
Tenant's failure to perform this lease obligation. Tenant shall be responsible
for the removal of any violations, tickets or summons issued by the Department
of Sanitation or any other governmental agency in connection with said sidewalk
and shall pay any fines imposed in connection therewith. If issued to Landlord,
such amounts paid shall be considered additional rent.
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42. Signs
If an awning or exterior sign is installed, it shall be done in a manner
which complies with all municipal and other governmental ordinances, rules and
regulations. Tenant must also have Landlord's prior written approval to install
same. Such approval shall not be unreasonably withheld or delayed.
43. Awning
Tenant shall have the right, but not the requirement, to erect and
maintain, at Tenant's sole expense, an awning, canopy and/or similar project on
the exterior side of the Premises to advertise Tenant's business at the Premises
provided that Tenant obtains all necessary permits or other authorizations from
the City of New York and pays all fees imposed by the City of New York therefor.
Furthermore, any sign, awning or other projection installed by Tenant may be
illuminated provided that Tenant obtains all necessary permits or other
authorization from the City of New York and pays the fee(s) imposed by the City
of New York therefor. Tenant shall obtain the prior written approval from
Landlord for any contemplated awning. Landlord shall not unreasonably withhold
Landlord's consent to the installation of Tenant's signs, awning, canopies or
other projections.
44. No Representations
Landlord makes no representations or warranties that the Tenant may
legally conduct the type of business provided for in this Lease; it being
understood that the Tenant made his own investigation and is satisfied that he
can conduct the business provided for in this Lease, and it being understood
that once the Lease is signed, the Tenant shall be responsible to pay the full
rental as is herewith provided.
45. Holdover tenancy
There are no representations, warranties, terms or obligations other than
those specifically expressed in this agreement. Any holding over by the Tenant
after the terms of this Lease shall be unlawful. On or before the last day of
the Term hereof, Tenant shall peaceably and quietly surrender the Premises in
good condition to the Landlord together with all alterations, additions,
improvements, fixtures and other personal property of Tenant. All such property
not removed by Tenant on or before the last day of the Term shall be deemed
abandoned by Tenant unless Landlord shall give notice to Tenant promptly at its
expense to remove same, or, Landlord may do so at Tenant's expense. Tenant shall
surrender all keys to Premises to Landlord at Landlord's office. If Tenant
remains in possession of the Premises after the expiration of this Lease and
without execution of a new Lease, Tenant shall be deemed to be occupying the
demised premises as a Tenant from month-to-month at a rent equal to the then
applicable rent plus one hundred fifty percent (150%) of such amount, and
otherwise subject to all the covenants and provisions of this Lease. The
acceptance of such amount by the Landlord shall be deemed payment for the use
and occupancy of the Premises and shall in no way constitute an agreement on the
Landlord's part to extend the lease term. In no event shall such holdover
constitute a renewal of this Lease by operation of law or otherwise.
Furthermore, it is understood and agreed that the Tenant shall be wholly
responsible and shall bear the sole cost of any legal fees, economic hardship or
inconvenience (financial or otherwise) incurred by the Landlord as a result of
Tenant's holdover.
46. Indemnification
Tenant hereby agrees to indemnify and save harmless the Landlord from any
and all claims and causes of action arising during the term of this Lease (or
during any time that Tenant is in occupancy of the demised premises) for
personal injury, loss of life, damage to property or any other loss, sustained
in said premises (and the building in which said Premises are located) and on
the sidewalk and steps adjoining said Premises, due to the fault or negligence
of the Tenant, its licensees and/or agents, servants, contractors and employees
of Tenant in performing covenants under this lease.
47. Exculpatory Clause
Neither Landlord nor its agents shall have any personal liability under
this Lease. Tenant shall look solely to Landlord's interest in the demised
premises for the satisfaction of Tenant's remedies for the collection of a
judgment requiring the payment of money by Landlord in the event of Landlord's
default hereunder or in connection herewith, and no other property or assets of
Page 10 of 12
Landlord shall be subject to a lien, levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies under or with respect to
this Lease.
48. Payments By Landlord
It is mutually covenanted that if the Landlord shall reasonably pay or be
compelled to pay any sum of money, or shall reasonably perform any act which
shall require the payment of any sum of money, by reason or the failure of the
Tenant, after notice to cure has been sent to Tenant, to perform any of the
covenants herein contained, the sum(s) so paid by the Landlord, together with
all interest, costs, and damages, shall, after ten (10) days written notice and
demand, be added to the rent installment next due as additional rent and shall
be collectable in the same manner and with the same remedies as if originally
reserved as rent hereunder.
49. Partial Payment
If Landlord receives from Tenant any payment less than the sum of rent,
additional rent and other charges then due and owing hereunder, Landlord in its
sole discretion may allocate such payment in whole or in part to any of such
amounts due and owing.
50. Illegal Activities
Tenant agrees that any illegal activities or arrests arising from illegal
activities, including but not limited to gambling, prostitution, social club and
drug activity will be considered a default of this lease.
51. Basement Use
The portion of basement located directly below Store #1 is part of the
demised premises and Tenant shall be entitled to exclusive use of that portion
of the basement for all legal purposes.
52. Sidewalk Elevator
Tenant shall have exclusive use of the sidewalk elevator. Tenant has
inspected the elevator and acknowledges that it is in working condition as
accepts it "as is". Tenant is responsible for all maintenance and repairs to the
sidewalk elevator during the term of this lease. Tenant must return the elevator
in the same condition, subject to normal wear, at the end of the lease.
53. Scaffolding
In the event that Landlord erects or maintains a scaffolding or a sidewalk
bridge any part of which is in front of the Premises, Landlord agrees that, if
possible: (a) the sidewalk bridge or scaffolding shall be erected and maintained
so that the lowest horizontal transverse or crossbeam shall be higher than the
exterior signs, awning and canopy at the demised premises; (b) the sidewalk
bridge will be illuminated at all times; and (c) Tenant shall be entitled to
maintain signs on the scaffolding or sidewalk bridge of the same height, size
and exposure as are at the demised premises.
54. Past Due Water and Sewer Charge
Tenant acknowledges that there is currently due and owing to the Landlord
the sum of $4,425.50 representing water and sewer charges. Tenant agrees that
this sum is deemed water charge and agrees to pay this sum to the Landlord on or
before Sept. 1, 1995.
55. Guaranty of Rent
Xxxxxx Xxxxx represents that he is the President of the Tenant and that he
hereby unconditionally and absolutely (except as otherwise provided herein)
guarantees to Landlord, its successors and assigns, the full performance and
observance of all the covenants, conditions and agreements relating to this
lease including, but not limited to, payment of rent or additional rent herein
provided to be performed and observed by Tenant. Xxxxxx Xxxxx shall herein be
known as the "Guarantor".
The Guarantor agrees that this Guaranty may be enforced by the Landlord
and its successors without the necessity of, at any time, restoring to or
exhausting any other security or collateral or remedy or enforcing any other
right. Successive recoveries may be had hereunder. No invalidity, irregularity
or unenforceabililty of all or any part of the within Lease shall effect, impair
or be a defense to this Guaranty and this Guaranty shall constitute a primary
obligation of the Guarantor.
Page 11 of 12
Guarantor agrees that if Tenant becomes insolvent or shall be adjudicated
a bankrupt or shall file for similar relief under the Federal Bankruptcy Code
neither the Guarantor's obligations under this guaranty and this lease shall be
impaired, modified, changed or released or limited by such filing or
adjudication.
As a further inducement to Landlord to make this Lease and in
consideration thereof, Landlord and the Guarantor covenant and agree that in any
action or proceeding brought by one against the other, Landlord and Guarantor
shall and do hereby waive trial by jury.
If Tenant is in arrears in payment of rent and/or additional rent in the
amount of $25,000.00 and if Tenant surrenders possession of the Premises vacant
and undamaged to Landlord and turns over all keys to the Premises to the
Landlord, then in such instance this guaranty will be limited to $25,000.00.
Tenant must surrender the keys and leave the Premises vacant and broom clean in
order for the Tenant to be deemed no longer in possession of the Premises.
Signatures. The parties have entered into this Lease on the date first above
stated for the term set forth herein.
LANDLORD TENANT
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XXXXXX ORGANIZATION LTD. NEW YORK FILM WORKS INC.
d/b/a HADSON REALTY a New York Corporation
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxxxx, Vice-President By: Xxxxxx Xxxxx, President
GUARANTOR
---------
/s/ Xxxxxx Xxxxx
----------------------------------
By: Xxxxxx Xxxxx
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