EXHIBIT 10.8
LEASE
Between
PINE STREET ASSOCIATES, LLC,
Landlord
and
INTEGRATED ALARM SERVICES GROUP, INC.
Tenant
INDEX
ARTICLE I Leased Premises.........................................................................................1
ARTICLE II Term of Lease..........................................................................................2
ARTICLE III Rent..................................................................................................3
ARTICLE IV Use and Care of Leased Premises........................................................................4
ARTICLE V Utilities and Cleaning..................................................................................5
ARTICLE VI Repairs................................................................................................5
ARTICLE VII Alterations...........................................................................................6
ARTICLE VIII Landlord's Right to Access...........................................................................7
ARTICLE IX Signs..................................................................................................7
ARTICLE X Insurance, Indemnity and Waiver of Subrogation..........................................................8
ARTICLE XI Nonliability for Certain Damages......................................................................10
ARTICLE XII Damages by Casualty..................................................................................11
ARTICLE XIII Eminent Domain......................................................................................13
ARTICLE XIV Default..............................................................................................14
ARTICLE XV Security Deposit......................................................................................15
ARTICLE XVI Miscellaneous........................................................................................16
EXHIBIT "A"LEASED PREMISES.......................................................................................22
EXHIBIT "B" Design and Construction StandardsResponsibilities of Landlord........................................24
EXHIBIT "C"TENANT'S WORK.........................................................................................25
LEASE
This Agreement, made on this 15th day of October, 2002, by and between
PINE STREET ASSOCIATES, LLC, a New York limited liability company, having its
main office at Capital Center, 00 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000,
(hereinafter referred to as "Landlord"), and Integrated Alarm Services Group,
Inc., having an office and place of business at 00 Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx
00000 (hereinafter referred to as the "Tenant").
W I T N E S S E T H :
In consideration of the mutual terms, covenants and conditions set
forth herein, the parties agree as follows:
ARTICLE I
Leased Premises
Section 1.1 Landlord, in consideration of the rents to be paid and the
covenants and agreements to be performed by Tenant:
(a) Leases to Tenant, and Tenant leases from Landlord the premises
described on Exhibit "A" attached hereto and made a part hereof ("Leased
Premises"), in the buildings located at 00 Xxxx Xxxxxx in the City of Albany,
County of Albany and State of New York (hereinafter referred to as the "Capital
Center"), consisting of approximately 4520 square feet of space.
(b) During the term of the Lease, Tenant shall have the non-exclusive
right in common with other tenants of the Capital Center (and their respective
employees, licensees, customers and invitees) to use common facilities as may be
designated from time to time by Landlord, subject to the provisions of this
Lease, reserving until Landlord the unrestricted right to construct, operate,
maintain, repair, replace or remove such utility pipes, electrical, telephone,
computer or other lines or other facilities over, upon, under or through the
Leased Premises or common areas as may be reasonably necessary for servicing the
other portions of the Capital Center.
ARTICLE II
Term of Lease
Section 2.1 The term of this Lease shall be for a period of one (1)
year and commence on the earlier of October 15, 2002 or the date Tenant occupies
the Leased Premises and commences using the same for business purposes (the
"Lease Commencement Date"), and shall end on October 14, 2003 (the "Expiration
Date").
Section 2.2 Tenant shall have access to the Leased Premises on or
before the Lease Commencement Date for the purpose of installing Tenant's
leasehold improvements and installing its fixtures and equipment provided that
Tenant furnishes to Landlord satisfactory certificates of insurance from such
companies and in such form and amounts as shall be approved by Landlord, whose
approval will not be unreasonably withheld from Tenant. Such certificates of
insurance shall include, but not be limited to, workers compensation insurance
covering all persons employed by Tenant in and about the Leased Premises; public
liability insurance and property damage insurance; and Tenant shall carry
insurance against fire, theft and such other risks as are from time to time
included in a standard-extended coverage insurance for the full insurable value
of all improvements provided by Tenant.
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Any insurance policies required to be carried by this section shall
name Landlord as an additional insured and shall have provision for at least ten
(10) days' notice to Landlord of cancellation. At least ten (10) days before the
expiration of such policy, Tenant will supply Landlord with a substitute
therefore with evidence of payment of the premiums thereof.
Landlord shall perform the work required of Landlord as outlined in
Exhibit "B" annexed hereto. All work other than that to be prepared by Landlord
in order to ready the Leased Premises for Tenant's occupancy shall be prepared
by Tenant. Tenant shall perform its work in a manner that does not interfere
with Landlord's construction work and in accordance with the standards set forth
in Exhibit "C".
Failure of Landlord to deliver actual possession of said Leased
Premises at the time and in the condition herein provided, shall postpone the
Lease Commencement Date of this Lease and extend the date of the expiration
thereof for a period of time equal to that which shall have elapsed between the
Lease Commencement Date and the date on which the Leased Premises are delivered
to Tenant. Landlord shall have no liability for failure to deliver actual
possession on the Lease Commencement Date set forth herein.
ARTICLE III
Rent
Section 3.1 Tenant agrees to pay Landlord, during each year of the term
aforesaid, Annual Rent of Fifty-One Thousand Nine Hundred Thirty Six Dollars
($51,936.00) per year, payable in equal monthly installments of Four Thousand
Three Hundred Twenty Eight Dollars ($4,328.00) each, on the first day of each
month during that term.
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Section 3.2 Tenant shall pay such Annual Rent without deduction,
set-off, prior notice, or demand, in advance on the first day of each month,
commencing with the Lease Commencement Date, and continuing during the Lease
term. Minimum monthly rent for any partial month shall be prorated. All rent
shall be paid to Landlord at the address to which notices to Landlord are given.
Section 3.3 Tenant shall pay Landlord a late charge of ten percent
(10%) of any installment of rent or additional rent which is not paid on the due
date thereof. In the event Tenant fails or refuses to pay rent or any additional
charge hereunder and Landlord institutes suit for the collection of same, Tenant
agrees to reimburse Landlord for all reasonable expenses incurred by Landlord in
connection therewith including but not limited to attorneys' fees.
ARTICLE IV
Use and Care of Leased Premises
Section 4.1 Tenant shall use the Leased Premises for the operation of
Tenant's lawful business purposes. No other use or purpose shall be permitted
without Landlord's written consent. Tenant shall not at any time leave the
Leased Premises vacant, but shall in good faith continually throughout the term
of this Lease conduct and carry on in the Leased Premises the type of business
for which the Leased Premises are leased. Tenant shall operate its business in
an efficient, first-class and reputable manner.
Section 4.2 Tenant shall not occupy or permit or suffer the Leased
Premises to be occupied, for any business or purpose deemed disreputable or
extra-hazardous on account of fire, under penalty of damages and forfeiture, and
in the event of a breach thereof, the term herein shall immediately cease and
terminate at the option of Landlord as if it were the expiration of the original
term.
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ARTICLE V
Utilities and Cleaning
Section 5.1 Landlord shall provide and pay for electricity, certain
minimal cleaning services as are provided to all tenants of the Capital Center
and air conditioning and heat for Tenant, without cost to Tenant. Landlord shall
provide and maintain the necessary wiring, ducts and conduits in order to bring
electricity, heat, telephone service and other utilities to the Leased Premises.
Tenant shall pay for its own telephone service hook-ups in the Leased Premises.
Landlord shall not be liable to Tenant for any interruption whatsoever regarding
any utility services for any reason.
ARTICLE VI
Repairs
Section 6.1 Landlord shall keep and maintain the roof and structural
portions of the Leased Premises except any damage thereto caused by any act or
negligence of Tenant, its employees, agents, invitees, subtenants, licensees,
assignees, or contractors, in which event such damage shall be promptly repaired
by Tenant. Other than as herein provided, Landlord shall not be responsible to
maintain or make any improvements or repairs of any kind, in or upon the Leased
Premises.
Tenant shall keep and maintain in good order, condition and repair
(which repair shall mean replace if necessary) the Leased Premises and every
part thereof, except as hereinbefore provided, including without limitation, the
exterior and interior portions of all doors, door checks, security gates,
windows, glass, fixtures, floors and ceilings, including compliance with the
applicable building codes relative to fire extinguishers.
If Tenant refuses or neglects to repair property as required above,
Landlord may make such repairs without liability to Tenant for any loss or
damage to any of Tenant's property by reason thereof, and upon completion
thereof, Tenant shall pay Landlord, as additional rent, the cost of such repairs
plus fifteen percent (15%) for overhead and supervision upon presentation of a
xxxx therefore.
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ARTICLE VII
Alterations
Section 7.1 Tenant shall not make any alterations, additions or
improvements to the Leased Premises and fixtures without the prior written
consent of Landlord. All permitted alterations, additions and improvements which
may be made and fixtures which may be installed by either party upon the Leased
Premises shall remain upon and be surrendered with the Leased Premises and
become the property of Landlord at the termination of this Lease, unless
Landlord requests their removal in which event Tenant shall remove the same and
restore the Leased Premises to its original condition at Tenant's expense.
Section 7.2 All construction work done by Tenant within the Leased
Premises shall be performed in a good and workmanlike manner, in compliance with
all governmental requirements, and in such manner as to cause a minimum of
interference with other construction in progress and with the transaction of
business by other tenants leasing any portion of the Building. Tenant agrees to
indemnify Landlord, and hold Landlord harmless against any loss, liability or
damage resulting from such work, and Tenant shall, if requested by Landlord,
furnish performance and payment bonds or other security satisfactory to Landlord
against any such loss, liability or damage.
ARTICLE VIII
Landlord's Right to Access
Section 8.1 Landlord shall have the right to enter upon the Leased
Premises at any time for the purpose of inspecting the same, or of making
repairs, alterations, or additions to adjacent premises, or of showing the
Leased Premises to prospective purchasers, lessees or lenders.
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ARTICLE IX
Signs
Section 9.1 Tenant shall not, without Landlord's prior written consent,
erect or install any signs, window or door letterings, placards, decorations or
advertising media of any type which can be viewed from the exterior of the
Leased Premises or within the Leased Premises. All signs, lettering, placards,
decorations and advertising media shall conform in all respects to the sign
criteria established by Landlord from time to time in the exercise of its sole
discretion, and shall be subject to the prior written approval of Landlord as to
construction, method of attachment, size, shape, height, lighting, color and
general appearance. All signs shall be kept in good condition and in proper
operating order at all times.
Section 9.2 Tenant acknowledges that the Capital Center of which the
Leased Premises are a part are situated within a Registered Historic District.
Any signs allowed under this Article shall in all respects comply with all local
laws and shall not be erected until such time as Tenant has also obtained all
local approval as well as approval of the New York State Historical Preservation
Office.
7
ARTICLE X
Insurance, Indemnity and Waiver of Subrogation
Section 10.1 Tenant at its own expense shall maintain public liability
insurance insuring Tenant and Landlord with minimum coverage as follows:
Property and Liability Damage: $1,000,000.00 per occurrence
Tenant, at its own expense, shall maintain plate glass insurance.
Tenant shall provide Landlord with a certificate of insurance from an
insurance company qualified to do business in the State of New York which is
reasonably acceptable to Landlord as evidencing the existence of the foregoing
insurance.
Landlord shall have the right from time to time (but not more often
than annually) to require that Tenant increase or otherwise modify the insurance
coverage referred to above so as to cause said coverage to be consistent with
the then current real estate industry standards in the City of Albany, New York.
Landlord shall require all other tenants in the Capital Center of which
the Leased Premises are a part to maintain coverage in amounts similar to
Tenant's.
Notwithstanding any terms of this Lease to the contrary, Tenant shall
pay the cost of any increase in Landlord's insurance costs that the insurance
carrier of Landlord attributes to the presence of Tenant upon the Leased
Premises or to the transaction of Tenant's business activities thereon.
Tenant agrees throughout the term of the Lease to maintain insurance
against loss or damages by fire, theft and such other risks and hazards as are
insurable under present and future standard forms of fire and extended coverage
insurance policies, to the personal property, furniture, furnishings and
fixtures belonging to Tenant located in the Leased Premises, for the actual cash
value thereof less depreciation, with the New York standard co-insurance clauses
for not less than eighty percent (80%) of such actual cash value. Upon the
occurrence of any casualty insured against, Tenant shall have full authority to,
and shall take all necessary measures to negotiate, compromise or adjust any
loss under Tenant's policy.
8
All fire, theft and extended coverage insurance maintained by Landlord
and Tenant on the Capital Center and the Leased Premises, the property therein,
and the building and its appurtenances shall include a waiver by the insurer of
all right of recovery against Landlord or Tenant in connection with any loss or
damage by theft, fire, or peril included within fire and extended coverage
insurance and neither party shall be liable to the other for loss or damage
resulting from such included claims with respect to any such loss to the extent
of the insurance proceeds paid with respect thereto.
Section 10.2 The Landlord shall not be liable for any damages to or
loss of, including loss due to theft, any property, occurring in the Leased
Premises or any part thereof, and Tenant agrees to hold Landlord harmless from
any claims for damages, except where such damage or injury is the result of the
gross negligence or willful misconduct of Landlord or its employees. Tenant
shall, at Tenant's sole expense, insure Tenant's property against theft and such
policy shall include a waiver by the insurer of all right of recovery against
Landlord in connection with any loss or damage by such theft. Landlord, assumes
no responsibility or liability for theft of Tenant's property caused by a
failure or breach of any security system either currently installed or installed
during the term of the Lease.
Section 10.3 Any insurance policies required to be carried by this
section shall name Landlord as an additional insured and shall have provision
for at least ten (10) days' notice to Landlord of cancellation. At least ten
(10) days before the expiration of such policy, Tenant will supply Landlord with
a substitute therefore with evidence of payment of the premiums thereof.
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ARTICLE XI
Nonliability for Certain Damages
Section 11.1 Landlord and Landlord's agents and employees shall not be
liable to Tenant for any injury to person or damage to property caused by the
Leased Premises, or other portions of the Capital Center owned by Landlord of
which the Leased Premises is a part, becoming out of repair or by the defect or
failure of any structural element of the Capital Center or of any equipment,
pipes, wiring, or broken glass, or by the backing up of drains, or by gas,
water, steam, electricity, or oil leaking, escaping, or flowing into the Leased
Premises except where due to Landlord's willful failure to make repairs required
to be made hereunder, after the expiration of a reasonable time after written
notice to Landlord of the need for such repairs, nor shall Landlord be liable to
Tenant for any loss or damage that may be occasioned by or through the acts or
omissions of other tenants of Landlord or of any other persons whomsoever,
excepting only duly authorized employees and agents of Landlord.
Section 11.2 Tenant shall indemnify, defend and hold harmless Landlord,
its agents and employees from and against any and all liability (statutory or
otherwise), damages, claims, suits, demands, judgments, costs, interest and
expense (including but not limited to, attorneys' fees and disbursements both at
trial and appellate levels) arising, directly or indirectly, from any injury to,
or death of, any person or persons or damage to property (including loss of use
thereof) related to (a) Tenant's use of the Leased Premises or conduct of
business therein, (b) any work or thing whatsoever done, or any condition
created (other than by Landlord, its employees, agents or contractors) by or on
behalf of Tenant in or about the Leased Premises, including during the period of
time, if any, prior to the Lease Commencement Date, that Tenant may have been
given access to the Leased Premises for the purposes of doing any work or making
any installations, (c) any condition of the Leased Premises due to or resulting
from any default by Tenant in the performance of Tenant's obligations under this
Lease or (d) any act, omission or negligence of Tenant or its agents,
contractors, employees, subtenants, licensees or invitees. In case any action or
proceeding is brought against Landlord by reason of any one or more thereof,
Tenant shall pay all costs, attorneys' fees, expenses and liabilities resulting
therefrom and shall defend such action or proceeding if Landlord shall so
request, at Tenant's expense, by counsel reasonably satisfactory to Landlord.
10
ARTICLE XII
Damages by Casualty
Section 12.1 Tenant shall give immediate written notice to Landlord of
any damage caused by the Leased Premises by fire or other casualty.
Section 12.2 In the event that the Leased Premises shall be damaged or
destroyed by fire or other casualty insurable under standard fire and extended
coverage insurance and Landlord does not elect to terminate this Lease (as
hereinafter provided), Landlord shall proceed with reasonable diligence and at
its sole cost and expense to rebuild and repair the Leased Premises, to the
extent of the insurance proceeds available therefore. In the event (a) the
Capital Center in which the Leased Premises are located shall be destroyed or
substantially damaged by a casualty not covered by Landlord's insurance, or (b)
such Capital Center shall be destroyed or rendered untenantable to an extent in
excess of fifty percent (50%) of the first floor area by a casualty covered by
Landlord's insurance, or (c) the holder of a mortgage, deed of trust or other
lien on the Capital Center at the time of the casualty elects, pursuant to such
mortgage, deed of trust, or other lien, to require the use of all or part of
Landlord's insurance proceeds in satisfaction of all or part of the indebtedness
secured by the mortgage, deed of trust, or other lien, then Landlord may elect
either to terminate this Lease or to proceed to rebuild and repair the Leased
Premises. Landlord shall give written notice to Tenant of such election within
sixty (60) days after the occurrence of such casualty and if it elects to
rebuild and repair the Leased Premises, shall proceed to do so with reasonable
diligence and at its sole cost and expense.
11
Section 12.3 Landlord's obligations to rebuild and repair under this
Article XII shall in any event be limited to restoring the Leased Premises to
substantially the condition in which the same existed prior to such casualty,
exclusive of any alterations, additions, improvements, fixtures, and equipment
installed by Tenant, or Landlord's Work, if any, to substantially the same
condition in which the same existed prior to the casualty, as the case may be.
Landlord further agrees that promptly after completion of such work by it,
Landlord will proceed or Landlord will, at its option, cause Tenant to proceed
with reasonable diligence and at Tenant's sole cost and expense to restore,
repair and replace all alterations, additions, improvements, fixtures, signs and
equipment installed by Tenant.
Section 12.4 Tenant agrees that during any period of reconstruction or
repair of the Leased Premises it will continue the operation of its business
within the Leased Premises to the extent practicable. During the period from the
occurrence of the casualty until Landlord's repairs are completed, the Minimum
Annual Rental shall be reduced to such extent as may be fair and reasonable
under the circumstances; however, there shall be no abatement of additional rent
or other charges provided for herein.
12
In the event that Landlord is required to make structural repairs to
the Leased Premises for damages to the Leased Premises not caused by Tenant's
actions and such repairs result in a reduction of the amount of space available
to Tenant under this Lease, then the rent for the Leased Premises will xxxxx by
an amount equal to the percentage of area which is unavailable for use by Tenant
for any day in which the Leased Premises are not available.
ARTICLE XIII
Eminent Domain
Section 13.1 Should the Capital Center of which the Leased Premises
forms a part, or any part thereof, be condemned for public or quasi-public use
or purpose, then in that event, upon the taking of the same for such public or
quasi-public use or purpose, this Lease, at the option of Landlord, shall
terminate on the date when the same shall be taken and the rent shall be
apportioned as of said date. No part of any award shall belong to Tenant. In the
event that Landlord does not terminate this Lease following a condemnation, then
Landlord shall make all necessary repairs or alterations to the Capital Center
so as to constitute the remaining premises a complete architectural unit to the
extent practicable under the circumstances; provided, that Landlord shall not be
obligated to undertake any such repairs or alterations if the estimated cost
thereof will exceed the amount of the award.
13
ARTICLE XIV
Default
Section 14.1 The occurrence of any of the following shall constitute
default by Tenant:
(a) Failure to pay rent when due.
(b) Abandonment, desertion or vacation of the Leased Premises.
(c) Failure to perform other provisions of this Lease, if the failure
to perform is not cured within fifteen (15) days after written notice has been
given to Tenant. If the default cannot reasonably be cured within fifteen (15)
days, Tenant shall not be in default of this Lease if Tenant commences to cure
the default within the fifteen (15) day period and diligently and in good faith
continues to cure the default.
(d) If proceedings are commenced by or against Tenant in any Court
under a Bankruptcy Act or for the appointment of a trustee or receiver either
before or after the Commencement Date.
Section 14.2 If any default be made by Tenant, Landlord may, at its
option, (a) declare the entire sum of this Lease due and payable; (b) terminate
this Lease without further notice to Tenant, and upon such termination Tenant
shall quit and surrender the Leased Premises to Landlord, but such termination
shall not affect Landlord's right to recover damages or exercise any other right
herein provided; or (c) re-enter the Leased Premises by force, summary
proceedings or otherwise, and remove all persons therefrom, without being liable
to prosecution therefor, and Landlord will provide Tenant with two (2) days'
written notice of Landlord's intention to re-enter excepting cases of
abandonment of the Leased Premises, and Tenant shall pay at the same time as the
rent becomes payable under the terms hereof a sum equivalent to the rent
reserved herein, and Landlord may rent the Leased Premises on behalf of Tenant,
reserving the right to rent the Leased Premises for a longer period of time than
fixed in the original Lease without releasing the original Tenant from any
liability, applying any moneys collected, first to the expense of resuming or
obtaining possession, second to restoring the Leased Premises to a rentable
condition, and then to the payment of the rent and all other charges due and to
grow due to Landlord, any surplus to be paid to Tenant, who shall remain liable
for any deficiency.
14
Landlord will provide Tenant with two (2) days' written notice of
intention to re-enter or of instituting legal proceedings to that end. Tenant
waives and will waive all right to trial by jury in any summary proceeding
instituted by Landlord against Tenant with respect to the leased property.
Tenant waives all rights to redeem under Section 761 of the New York Real
Property Actions and Proceedings Law. Tenant waives all rights to assert any
set-offs or counterclaims in any summary proceeding instituted by Landlord
against Tenant with respect to the leased property, it being the intention of
the parties that any such set-offs or counterclaims be adjudicated in a separate
action.
Landlord shall be entitled to reasonable attorneys' fees in the event
Landlord shall retain an attorney to enforce the provisions of this Lease, and
if suit be brought to enforce the provisions of this Lease or to recover
possession of the Leased Premises or for recovery of rent or additional rent,
Landlord shall be entitled to reasonable attorneys' fees at both the trial and
appellate levels.
ARTICLE XV
Security Deposit
Section 15.1 There shall be no security deposit required.
15
ARTICLE XVI
Miscellaneous
Section 16.1 At the expiration of this Lease, Tenant shall surrender
the Leased Premises in the same condition as it was in upon delivery of
possession thereto under this Lease, reasonable wear and tear excepted, and
shall deliver all keys and combinations to locks to Landlord. Before
surrendering said Leased Premises, Tenant shall remove all its personal
property, and if requested to do so by Landlord, remove all trade fixtures,
alterations, additions and decorations and shall repair any damage caused
thereby. Tenant's obligations to perform this provision shall survive the end of
the term of this Lease. If Tenant fails to remove its property upon the
expiration of this Lease, the said property shall be deemed abandoned and shall
become the property of Landlord.
Section 16.2 Any holding over after the expiration of the term shall be
construed to be a tenancy from month to month at the Annual Rent specified by
Sections 3.1 (prorated on a monthly basis) and shall otherwise be on the terms
herein specified so far as applicable.
Section 16.3 Failure of Landlord to insist upon the strict performance
of any provision or to exercise any option shall not be construed as a waiver
for the future of any such provision or option. The receipt by Landlord of rent
with knowledge of the breach of any provision of this Lease shall not be deemed
a waiver of such breach. No provision of this Lease shall be deemed to have been
waived unless such waiver be in writing signed by Landlord. No payment by Tenant
or receipt by Landlord of a lesser amount than the monthly rent shall be deemed
to be other than on account of the earliest rent then unpaid nor shall any
endorsement or statement on any check or any letter accompanying any such check
or payment as rent be deemed an accord and satisfaction. Landlord may accept
such check or payment as rent without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy provided in this Lease.
16
Section 16.4 Any notice, demand, request or other instrument which may
be or is required to be given under this Lease, shall be delivered in person or
sent by United States certified or registered mail, postage prepaid, and shall
be addressed (a) if to Landlord, at the address as hereinabove given; and (b) if
to Tenant, at the Leased Premises. Either party may designate such other address
as shall be given by written notice. In the case of notices sent through the
United States mails pursuant to this Section, each such notice shall be deemed
as given on the day that it is placed in the mail.
Section 16.5 (a) This Lease is and shall be subordinate to any mortgage
now of record or hereafter recorded affecting the Leased Premises or the Capital
Center, other improvements and land of which the Leased Premises are a part,
including but not limited to any construction loan mortgage and any advances
made thereunder and any and all documents required as additional security for
said loan to be executed in connection therewith. Such subordination is
effective without any further act of Tenant. Tenant shall from time to time on
request from Landlord execute and deliver any documents or instruments that may
be required by a lender to effectuate any subordination as required in
connection with said mortgage loan including, but not limited to, any assignment
of rents and/or this Lease as may be required by any mortgagee.
(b) Tenant agrees from time to time, but no more than two times
annually, upon not less than fifteen (15) days prior written request by
Landlord, to execute, acknowledge and deliver to Landlord a statement in writing
certifying that this Lease is unmodified and in full force and effect and that
Tenant has no defenses, offsets or counterclaims against its obligations to pay
the Rent provided for in Article III and any other rent and charges and to
perform its other covenants under this Lease (or, if there have been any
modifications, that the same is in full force and effect as modified and stating
the modifications and, if there are any defenses, offsets, or counterclaims,
setting them forth in reasonable detail), and the dates to which the rent
provided for in Article III and any other rent and charges have been paid. Any
such statement delivered pursuant to this Section may be relied upon by any
prospective purchaser or mortgagee of the Leased Premises or of the Capital
Center or any prospective assignee of any such mortgage.
17
(c) No holder of a mortgage shall be liable either as mortgagee or as
assignee, to perform, or be liable in damages for failure to perform, any of the
obligations of Landlord unless and until such holder shall have acquired
indefeasible title to the Capital Center and the Leased Premises.
(d) No assignment or sublease by Tenant of this Lease and no agreement
to make or accept any surrender, termination or cancellation of this Lease and
no agreement to modify so as to reduce the rent, change the Lease Term, or
otherwise materially change the rights of Landlord under this Lease or to
relieve Tenant of any obligations or liability under this Lease, shall be valid
unless consented to by Landlord's mortgagees of record, if any. No rent provided
for in Article III, additional rent, profit rent or any other charge shall be
paid more than ten (10) days prior to the due date thereof and payments made in
violation of this provision shall (except to the extent that such payments are
actually received by a mortgagee) be a nullity as against such mortgagee and
Tenant shall be liable for the amount of such payments to such mortgagee. No act
or failure to act on the part of Landlord which would entitle Tenant under the
terms of this Lease, or by Law, to be relieved of Tenant's obligations hereunder
or to terminate this Lease, shall result in a release or termination of such
obligations or a termination of this Lease unless (i) Tenant shall have first
given written notice of Landlord's act or failure to act to Landlord's
mortgagees of record, if any, specifying the act or failure to act on the part
of Landlord which could or would give basis to Tenant's rights; and (ii) such
mortgagees, after receipt of such notice, have failed or refused to correct or
cure the condition complained in this Section shall be deemed to impose any
obligation on any such mortgagees to correct or cure any such condition.
"Reasonable Time" as used above means and includes a reasonable time to obtain
possession of the mortgaged property if the mortgagee elects to do so and a
reasonable time to correct or cure the condition if such condition is determined
to exist.
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Section 16.6 Tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations, requirements and assessments
of the Federal, State and Local Governments and of any and all of their
Departments and Bureaus applicable to the Leased Premises, for the correction,
prevention, and abatement of nuisances or other grievances, in, upon or
connected with the Leased Premises during said term; and shall also promptly
comply with and execute all rules, orders and regulations of the New York Board
of Fire Underwriters or any other similar body, at Tenant's own cost and
expense.
Section 16.7 Tenant shall comply with all reasonable "Rules and
Regulations" as the same shall be promulgated by Landlord from time to time as
Landlord deems necessary to safeguard the Capital Center, its tenants, the
reputation of the Capital Center as a first class office building, or for any
other reasonable purpose.
Section 16.8 Tenant shall not assign or sublet this Lease without
Landlord's prior written consent.
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Section 16.9 Tenant shall not permit to be created nor to remain
undischarged any lien, encumbrance, or charge arising out of any work of any
contractor, mechanic, laborer, or materialman which might be or become a lien or
encumbrance or charge upon the Leased Premises and Tenant shall not suffer any
other matter or thing whereby the estate, right and interest of Landlord in the
Leased Premises might be impaired. If any lien or notice of lien on account of
an alleged debt of Tenant or any notice of contract by a party engaged by Tenant
or Tenant's contractor to work in the Leased Premises shall be filed against the
Leased Premises, Tenant shall, within twenty (20) days after notice of filing
thereof, cause the same to be discharged of record by payment, deposit, bond,
order of a court of competent jurisdiction or otherwise. If Tenant shall fail to
cause such lien or notice of lien to be discharged within the period provided,
then Landlord, in addition to any other rights or remedies, may, but shall not
be obligated to, discharge the same by either paying the amounts claimed to be
due or by procuring the discharge of such lien by deposit or by bonding
proceedings; and in any such event, Landlord shall be entitled, if Landlord so
elects, to defend any prosecution of an action for foreclosure of such lien by
the lienor or to compel the prosecution of any action for the foreclosure of
such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest, costs, and allowances. Any amount paid by Landlord and all
costs and expenses, including attorney fees, incurred by Landlord in connection
therewith, together with interest thereon at the maximum legal rate from the
respective dates of Landlord's making of the payment or incurring of the cost
and expense shall be paid by Tenant to Landlord as additional rent.
Section 16.10 If any provision of this Lease or application thereof to
any person or circumstance shall to any extent be invalid, the remainder of this
Lease or the application of such provision to persons or circumstances other
than those as to which it is held invalid shall not be affected thereby and each
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.
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Section 16.11 All provisions herein shall be binding upon and shall
inure to the benefit of the parties, their legal representatives, successors and
assigns. In the event of any sale of the land, building or this Lease, or of a
lease of the Capital Center, Landlord shall be entirely relieved of all
obligations hereunder.
Section 16.12 This Lease and the exhibits attached set forth the entire
agreement between the parties. Any prior conversations or writings are merged
herein and extinguished. No subsequent amendment to this Lease shall be binding
upon Landlord or Tenant unless reduced to writing and signed.
Section 16.13 This Agreement shall be governed by the laws of the State
of New York.
Landlord: PINE STREET ASSOCIATES, LLC
Dated: 1/16/03 By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Member
Tenant: INTEGRATED ALARM SERVICES GROUP, INC.
Dated: 1/16/03 By: /s/ Xxxxxxx X. XxXxxx
----------- -----------------------------------------
Xxxxxxx X. XxXxxx, Chairman
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EXHIBIT "A"
LEASED PREMISES
See floor plan, and highlighted portion thereon, attached hereto.
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EXHIBIT "B"
Design and Construction Standards
Responsibilities of Landlord
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EXHIBIT "C"
TENANT'S WORK
A. GENERAL PROVISIONS: All work required to complete and place the Leased
Premises in finished condition for opening for business, except that work to be
performed by Landlord as set forth in Exhibit B is to be performed by Tenant as
set forth in this Exhibit C and is to be paid for by Tenant.
B. TENANT'S WORK DEFINED: Tenant's Work is all work, other than Landlord's Work,
required to be done in preparing the Leased Premises so that it may be operated
for business with the public.
All Tenant's Work is to be designed by Tenant and performed at Tenant's cost and
expense, subject to the prior approval (in accordance with Landlord's procedures
in effect from time to time) of the plans and specifications therefor by
Landlord.
C. APPROVAL OF TENANT'S WORK: Prior to the commencement of any of Tenant's Work,
said work shall receive the written approval of Landlord or Landlord's Architect
and/or General Contractor. Tenant shall submit Preliminary Plans and
Specifications and Complete Plans and Specifications for Landlord's approval.
In order to obtain the approval of Landlord or Landlord's Architect and/or
General Contractor for Tenant's Work, all plans and specifications submitted to
Landlord must satisfy each of the following requirements:
1. Comply with all applicable statutes, ordinances, regulations and
codes and the requirements of any governmental regulatory body.
2. Comply with the general character of the Capital Center on which the
Leased Premises are located.
3. Comply with the standards of the National Board of Fire Underwriters
(NBFU), the National Electric Code (NEC), and the American Society of Heating
and Air Conditioning Engineers (ASHAE), if applicable.
Tenant agrees to make all revisions required by Landlord to any plans
and specifications furnished by Tenant in order that the same shall conform to
the requirements set forth above or any other requirements established by
Landlord from time to time. When so revised and approved by Landlord, Landlord
shall acknowledge its approval and grant Tenant the right to proceed with the
construction of Tenant's Work. Tenant agrees to perform Tenant's Work in
accordance with final plans and specifications approved by Landlord.
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D. CONTRACTORS, CONTRACTS AND PROCEDURES:
1. Skill and Efficiency. Tenant shall exercise and cause to be
exercised the best skill, efficiency and judgment in connection with the design
and performance of all of Tenant's Work to the end that it be done promptly and
properly.
2. Contractors. Tenant's Work may be performed only by contractors or
subcontractors approved in advance by Landlord. Tenant agrees that it shall hire
only contractors and subcontractors who employ workers who are covered by a
collective bargaining agreement (union workers).
3. Insurance. Tenant and its contractors shall in addition provide such
insurance for the benefit and protection of Landlord, its general contractors
and its or their subcontractors, as to the extent and in the amounts deemed
appropriate by Landlord. All certificates of such insurance and all performance
bonds required by the subparagraph shall be delivered to Landlord by Tenant
prior to the commencement of any of Tenant's Work.
4. Construction Procedures. Tenant shall file all applications, obtain
and pay for all necessary permits and approvals, and secure certificates of
occupancy which may be required by and duly constituted governmental body or
agency.
5. Quality Standards. All Tenant's Work shall be performed in a
thoroughly first class, workmanlike manner; shall be in good and usable
condition at the date of completion thereof; and shall be guaranteed by the
person performing the same to be free from any and all defects in workmanship
and materials for the period of time which customarily applies under good
contracting practice with respect to the work in question, but in no event for
less than one (1) year after completion thereof.
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