EXHIBIT 10.3
LEASE AGREEMENT
This lease Agreement, made this 1st day of November, 1996,
Between GUSSACK REALTY COMPANY, residing or located at 00 Xxxx
Xxxxxx, Xxxx Xxxxx, Xxx Xxxx, 00000, herein designated as the
Landlord, and GENERAL BEARING CORPORATION, residing or located at
00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx, 00000, herein designated as
the Tenant;
WITNESSETH that, the Landlord does hereby lease to the
Tenant and the Tenant does hereby rent from the Landlord, the
following described premises: 00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx
Xxxx 00000, consisting of approximately one hundred ninety
thousand (190,000) square feet situated on 18 acres, for a term
of seven years, commencing on November 1, 1996 and ending on
October 31, 2003, to be used and occupied only and for no other
purpose than offices, manufacturing, warehousing and other
incidental uses, at the following Annual Rents in the monthly
installments indicated:
November 1, 1996 October 31,1997-$912,840.00 payable at
$76,070.00 per month.
November 1, 1997 October 31,1998-$912,840.00 payable at
$76,070.00 per month.
Commencing on November 1, 1998 and every two years
thereafter (referred to as a new rent year), the annual rent
shall be increased to the greater of A) 106% of the next
preceding year's rent or B) said preceding year's rent multiplied
by a fraction, the numerator of which is the Consumer Price Index
(CPI) in effect ninety (90) days prior to November 1st of the new
rent year and the denominator of which is the CPI in effect (90)
days prior to November 1st of the preceding year. The Consumer
Price Index (CPI) used shall be as published by the United States
Government for the area including Rockland County, New York, or
if no such Index is published, then for northern New Jersey. If
no CPI is published specifically for any of the above dates, then
the CPI published for the most recent date before each such date
shall be used. The amount of rent for each year which is not a
"new rent" year shall be the same amount as that for the next
preceding year.
The tenant shall have the option of extending this lease for
an additional six years (the extended period) provided it
exercises such option and gives written notice thereof to the
landlord no later than 6 months prior to the expiration of the
lease term.
If the tenant exercises such option, the rent for first year
of the extended period shall be at fair market value (FMV) as
agreed upon by the parties. If the parties do not reach agreement
as to FMV by February 1, 2003, they shall jointly retain a
mutually acceptable appraiser to appraise FMV and whose appraisal
shall be binding. The landlord and the tenant shall each pay one
half the cost of the appraisal.
The third and fifth years of the extended period shall be
deemed "new rent years" for which the rent shall be increased
pursuant to the above formula applicable to "new rent years"
occurring during the base term of the lease.
All monthly rental installments shall be payable in advance
on the first day of the month. If Tenant defaults in any rent
payment for a period of 15 days, Tenant shall pay Landlord a late
charge of 5% (of the amount of rent due) which shall be payable
as "additional rent".
CONDITIONS AND COVENANTS:
FIRST.-The Tenant covenants and agrees to pay to the
Landlord the rent as above provided.
SECOND. Throughout said term the Tenant shall take good care
of the demised premises, fixtures and appurtenances, including
all heating, ventilating and air conditioning equipment (HVAC),
electrical systems, sprinkler system, plumbing and all
alterations, additions and improvements thereto, make all repairs
in and about same necessary to preserve them in good order and
condition, ordinary wear and tear and damage by fire or other
casualty excepted, which repairs shall be, in quality and class,
equal to the original work; promptly pay the expense of such
repairs; suffer no waste or injury; give notice to the Landlord
of any fire that may occur; execute and comply with all laws,
rules, orders, ordinances and regulations at any time issued or
in force (except those requiring structural alterations for which
tenant is not liable hereunder, if any) applicable to the demised
premises or to the Tenant's occupation thereof, of the Federal,
State and Local Governments, and of each and every department,
bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours,
the Landlord and representatives of the landlord to enter the
demised premises for the purpose of inspection, and to exhibit
them for purposes of sale or rental; suffer the landlord to make
repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority
applicable to said building or to any occupation thereof; suffer
the landlord to erect, use, maintain, repair and replace pipes
and conduits in the demised premises and to the floors above and
below; forever indemnify and save harmless the Landlord for and
against any and all liability, penalties, damages, expenses and
judgments arising from injury during said term to person or
property of any nature, occasioned wholly or in part by any act
or acts, omission or omissions of the Tenant, or of the
employees, guests, agents, assigns or sub-tenants of the Tenant
and also for any matter or thing growing out of the occupation of
the demised premises or of the streets, sidewalks or vaults
adjacent thereto; permit, during the six months next prior to the
expiration of the term the usual notice "To Let" or similar
language, to be placed and to remain unmolested in a conspicuous
place upon the exterior of the demised premises; repair, at or
before the end of the term, all injury done by the installation
or removal of furniture and property; and at the end of the term,
to quit and surrender the demised premises with all alterations,
additions and improvements in good order and condition.
The landlord shall be responsible for all structural repairs
to the walls of the premises (other than damage caused by Tenant,
its agents, servants or employees) except that Tenant shall be
responsible for maintenance, repair and replacement of the roof
and all HVAC equipment.
THIRD. Tenant will not perform any alterations or
renovations, shall not disfigure or deface any part of the
building; or suffer the same to be done, except so far as may be
necessary for its business purposes and as are specifically
consented to in advance by the Landlord; the Tenant will not
obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be
done upon the demised premises which will increase the rate of
fire insurance upon the building or any of its contents, or be
liable to cause structural injury to said building; will not
permit the accumulation of waste or refuse matter, and will not,
without the prior written consent of the landlord (which consent
shall not be unreasonably withheld) in each case, either sell,
assign, mortgage or transfer this lease, sublet the demised
premises or any part thereof, permit the same or any part thereof
to be occupied by anybody other than the Tenant and the Tenant's
employees, make any alterations in the demised premises, use the
demised premises or any part thereof for any purpose other than
the one first above stipulated, or for any purpose deemed extra
hazardous on account of fire risk, nor in violation of any law or
ordinance. The Tenant will not obstruct or permit the obstruction
of the light, halls, stairway or entrances to the building, and
will not erect or inscribe any sign, signals or advertisements
unless and until the style and location thereof have been
approved by the Landlord; and if any be erected or inscribed
without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall
be installed or used without the prior written consent of the
Landlord, which shall not be unreasonably withheld.
The tenant shall comply with the Rules and Regulations annexed to
this lease.
FOURTH.-If the demised premises shall be partially damaged
by fire or other cause without the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, the
damages shall be repaired by and at the expense of the Landlord
and the rent until such repairs shall be made shall be
apportioned according to the part of the demised premises which
is usable by Tenant. But if such partial damage is due to the
fault or neglect of Tenant, Tenant's servants, employees, agents,
visitors or licensees, without prejudice to any other rights and
remedies of Landlord and without prejudice to the rights of
subrogation of Landlord's insurer, the damages shall be repaired
by the Landlord but there shall be no apportionment or abatement
of rent. No penalty shall accrue for reasonable delay which may
arise by reason of adjustment of insurance on the part of the
Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control.
If the demised premises are totally damaged or are rendered
wholly untenantable by fire or other cause, and if Landlord shall
decide not to restore or not to rebuild the same, or if the
building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events
Landlord may, within ninety (90) days after such fire or other
cause, give Tenant a notice in writing of such decision, which
notice shall be given as in Paragraph Twelfth hereof provided,
and thereupon the term of this lease shall expire by lapse of
time upon the third day after such notice is given, and Tenant
shall vacate the demised premises and surrender the same to
Landlord. If Tenant shall not be in default under the lease then,
upon the termination of this lease under the conditions provided
for in the sentence immediately preceding, Tenant's liability for
rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real
Property Law and agrees that the foregoing provisions of this
Article shall govern and control in lieu thereof. If the damage
or destruction is due to the fault or neglect of Tenant the
debris shall be removed by, and at expense of Tenant.
FIFTH.-If the whole or any part of the premises hereby
demised shall be taken or condemned by any competent authority
for any public use or purpose then the term hereby granted shall
cease from the time when possession of the part so taken shall be
required for such public purpose and without apportionment of
award (except with regard to Tenant's trade fixtures), the Tenant
hereby assigning to the Landlord all right and claim to any such
award (other than for trade fixtures), the current rent, however,
in such case to be apportioned.
SIXTH.-If, before the commencement of the term, the Tenant
be adjudicated a bankrupt, or make a "general assignment", or
take the benefit of any insolvent act, or if a Receiver or
Trustee be appointed for the Tenant's property, or if this lease
or the estate of the Tenant hereunder be assigned, transferred or
pass to or devolve upon any other person or corporation,
voluntarily or involuntarily, or if the Tenant shall default in
the performance of any agreement by the Tenant contained in any
other lease between the Tenant and the Landlord or between Tenant
and any corporation of which an officer of the Landlord is a
Director, this lease shall thereby, at the option of the
Landlord, be terminated and in that case, neither the Tenant nor
anybody claiming under the Tenant shall be entitled to go into
possession of the demised premises. If after the commencement of
the term, any of the events mentioned above in this subdivision
shall occur, or if Tenant shall default in fulfilling any of the
covenants of this lease, other than the covenants for the payment
of rent or "additional rent" or if the demised premises become
vacant or deserted, The Landlord may give to the Tenant ten days'
notice of intention to end the term of this lease, and thereupon
at the expiration of said ten days (if said condition which was
the basis of said notice shall continue to exist) the term under
this lease shall expire as fully and completely as if that day
were the date herein definitely fixed for the expiration of the
term and Tenant will then quit and surrender the demised premises
to the Landlord, but the Tenant shall remain liable as
hereinafter provided.
If the Tenant shall default in the payment of the rent
reserved hereunder, or any item of "additional rent" herein
mentioned, or any part of either or in making any other payment
herein provided for, or if the notice last above provided for
shall have been given and if the condition for which the basis of
said notice shall exist at the expiration of said ten days'
period, the Landlord 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, or by force or
otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together
with all additions, alterations and improvements. In any such
case or in the event that this lease be "terminated" before the
commencement of the term, as above provided, the Landlord may
either re-let the demised premises or any part or parts thereof
as the agent of the Tenant, and receive the rents therefor,
applying the same first to the payment of such expenses as the
Landlord may have incurred, and then to the fulfillment of the
covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to
the Tenant. Landlord may rent the premises for a term extending
beyond the term hereby granted without releasing Tenant from any
liability. In the event that the term of this lease shall expire
as above in this subdivision "Sixth" provided, or terminate by
summary proceedings or otherwise, and if the Landlord shall not
re-let, the Tenant shall remain liable for, and the Tenant hereby
agrees to pay to the Landlord, until the time when this lease
would have expired but for such termination or expiration, the
equivalent of the amount of all of the rent and "additional rent"
reserved herein, less the costs 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 upon each of such
rent days the Tenant shall pay to the Landlord the amount of
deficiency then existing. The Tenant hereby expressly waives any
and all right of redemption in case the Tenant shall be
dispossessed by judgment or warrant of any court or judge, and
the Tenant waives and will waive all right to trial by jury in
any summary proceedings hereafter instituted by the Landlord
against the Tenant in respect to the demised premises. The words
"re-enter" and "re-entry" as used in this lease are not
restricted to their technical legal meaning.
In the event of a breach or threatened breach by the Tenant
of any of the covenants or provisions hereof, the Landlord shall
have the right of injunction and the right to invoke any remedy
allowed at law or in equity, as if re-entry, summary proceedings
and other remedies were not herein provided for.
SEVENTH.-If the Tenant shall default in the performance of
any covenant herein contained, the Landlord may immediately, or
at any time thereafter, without notice, perform the same for the
account of the Tenant. If a notice of mechanic's lien be filed
against the demised premises or against premises of which the
demised premises are part, for or purporting to be for, labor or
material alleged to have been furnished, or to be furnished to or
for the Tenant at the demised premises, and if the Tenant shall
fail to take such action as shall cause such lien to be
discharged within fifteen days after the filing of such notice,
the Landlord may pay the amount of such lien or discharge the
same by deposit or by bonding proceedings, and in the event of
such deposit or bonding proceedings, the Landlord may require the
lienor to prosecute an appropriate action to enforce the lienor's
claim. In such case, the Landlord may pay any judgment recovered
on such claim. Any amount paid or expense incurred by the
Landlord as in this subdivision of this lease provided, and any
amount as to which the Tenant shall at any time be in default for
or in respect to the use of water, electric current or sprinkler
supervisory service, and any expense incurred or sum of money
paid by the Landlord by reason of the failure of the Tenant to
pay any taxes, insurance or maintenance or repairs, or to comply
with any provision of this lease, or in defending any such
action, shall be deemed to be "additional rent" for the demised
premises, and shall be due and payable by the Tenant to the
Landlord on the first day of the next month, or, at the option of
the Landlord, on the first day of any succeeding month. The
receipt by the Landlord of any instalment of the regular
stipulated rent hereunder or any of said " additional rent" shall
not be a waiver of any other "additional rent" then due.
EIGHTH.-The failure of the Landlord to insist, in any one or
more instances upon a 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 a relinquishment for the future
of such covenant or option, but the same shall continue and
remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall
not be deemed a waiver of such breach and no waiver by the
Landlord of any provision hereof shall be deemed to have been
made unless expressed in writing and signed by the Landlord. Even
if the Landlord consents to an assignment hereof no further
assignment shall be made without further express consent in
writing by the Landlord. No waiver by Landlord or Tenant of any
provision hereof shall be deemed a waiver of any other provision
hereof or of any subsequent breach by the other party of any
other provision.
NINTH.-If this lease be assigned, or if the demised premises
or any part thereof be sublet or occupied by anybody other than
the Tenant the Landlord may collect rent from the assignee, sub-
tenant or occupant, and apply the net amount collected to the
rent herein reserved, and no such collection shall be deemed a
waiver of the covenant herein against assignment and subletting,
or the acceptance of the assignee, sub-tenant, or occupant as
tenant, or a release of the Tenant from the further performance
by the Tenant of the covenants herein contained on the part of
the Tenant.
TENTH.-This lease shall be subject and subordinate at all
times, to the lien of the mortgages now on the demised premises,
and to all advances made or hereafter to be made upon the
security thereof, and subject and subordinate to the lien of any
mortgage or mortgages which at any time may be made a lien upon
the premises, provided the holder of any such mortgage shall
execute and deliver to Tenant in a form reasonably acceptable to
Tenant an agreement that it will recognize this lease and not
disturb Tenant's possession of the premises in the event of
foreclosure if the Tenant is not then in default hereunder. The
Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such
mortgage or mortgages as shall be requested by the Landlord.
ELEVENTH.-All improvements made by the Tenant to or upon the
demised premises, except said trade fixtures and other non-
fixture property of Tenant necessary for the Tenant's business,
shall when made, at once be deemed to be attached to the
freehold, and become the property of the Landlord, and at the end
or other expiration of the term, shall be surrendered to the
Landlord in as good order and condition as they were when
installed, reasonable wear and damages by the elements excepted.
TWELFTH.-Any notice or demand which under the terms of this
lease or under any statute must or may be given or made by the
parties hereto shall be in writing and shall be given or made by
mailing the same by certified or registered mail addressed to the
respective parties at the following addresses:
Tenant: General Bearing Corporation
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxx
Staff Counsel
Landlord: Gussack Realty Co.
00 Xxxx Xxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
THIRTEENTH.-The Landlord shall not be liable for any failure
of water supply or electrical current, sprinkler damage, or
failure of sprinkler service, nor for injury or damage to person
or property caused by the elements or by other tenants or persons
in said building, or resulting from steam, gas, electricity,
water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the
same, or from the street or sub-surface, or from any other place,
nor for interference with light or other incorporeal
hereditaments by anybody other than the Landlord, or caused by
operations by or for a governmental authority in construction of
any public or quasi-public work, neither shall the Landlord be
liable for any latent defect in the building, unless caused by
the Landlord's negligent acts or omissions and Landlord has not
cured the same within 15 days of notification thereof.
FOURTEENTH.-No diminution or abatement of rent, or other
compensation shall be claimed or allowed for inconvenience or
discomfort arising from the making of repairs or improvements to
the building or to its appliances, nor for any space taken to
comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the Landlord to
the Tenant, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations
or repairs desirable or necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of
such "service" or to some other cause not due to negligence on
the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall
not be entitled to receive, any of such "services" during any
period wherein the Tenant shall be in default in respect to the
payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed
for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed.
FIFTEENTH.-In the event that an excavation shall be made for
building or other purposes upon land adjacent to the demised
premises or shall be contemplated to be made, the Tenant shall
afford to the person or persons causing or to cause such
excavation, license to enter upon the demised premises for the
purpose of doing such work as said person or persons shall deem
to be necessary to preserve the wall or walls, structure or
structures upon the demised premises from injury and to support
the same by proper foundations.
SIXTEENTH.-No vaults or space not within the property line
of the building are leased hereunder. Landlord makes no
representation as to the location of the property line of the
building. Such vaults or space as Tenant may be permitted to use
or occupy are to be used or occupied under a revocable license
and if such license be revoked by the Landlord as to the use of
part or all of the vaults or space Landlord shall not be subject
to any liability; Tenant shall not be entitled to any
compensation or reduction in rent nor shall this be deemed
constructive or actual eviction. Any tax, fee or charge of
municipal or other authorities for such vaults or space shall be
paid by the Tenant for the period of the Tenant's use or
occupancy thereof.
SEVENTEENTH .-That during six months prior to the expiration
of the term hereby granted, on reasonable advance notice,
applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the
Landlord's agents shall be permitted at any time during the term
to visit and examine them at any reasonable hour of the day, and
workmen may enter at any time, when authorized by the Landlord or
the Landlord's agents, to make or facilitate repairs in any part
of the building; and if the said 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 hereunder, the Landlord or the Landlord's agents may
forcibly enter the same without rendering the Landlord or such
agents liable to any claim or cause of action for damages by
reason thereof (if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in any
manner affecting the obligations and covenants of this lease; it
is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume,
by reason thereof, any responsibility or liability whatsoever for
the care or supervision of said premises, or any of the pipes,
fixtures, appliances or appurtenances therein contained or
therewith in any manner connected.
EIGHTEENTH.-The Landlord has made no representations or
promises in respect to said building or to the demised premises
except those contained herein, and those, if any, contained in
some written communication to the Tenant, signed by the Landlord.
This instrument represents the entire agreement of the parties
and may not be changed, modified, discharged or terminated
orally.
NINETEENTH.-If the Tenant shall at any time be in default
hereunder, and if the Landlord shall institute an action or
summary proceeding against the Tenant based upon such default,
then the Tenant will reimburse the Landlord for the expense of
attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so
long as the Tenant shall be a tenant hereunder the amount of such
expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of
the month following the incurring of such respective expenses.
TWENTIETH.-Landlord shall not be liable for failure to give
possession of the premises upon commencement date by reason of
the fact that premises are not ready for occupancy, if due to a
prior Tenant other than Landlord or its affiliates wrongfully
holding over in possession. In such event the rent shall not
commence until possession is given or is available, but the term
herein shall not be extended.
TWENTY-FIRST.-The Tenant will keep the sidewalk, roadways,
parking areas and curb clean at all times and free from snow and
ice and shall be solely responsible for all repairs and
maintenance thereto and for all landscaping. Landscape plants and
trees surrounding the building shall be maintained at a level
equivalent to that at the time of the commencement of this lease
and trees and shrubs that die are to be replaced by tenant.
Tenant acknowledges that at the commencement of this lease the
premises and surrounding grounds, including wooded areas, were
free of trash, debris and garbage and tenant shall maintain the
premises and grounds in such condition.
TWENTY-SECOND.-If a separate water meter be installed for
the demised premises, or any part thereof, the Tenant will keep
the same in repair and pay the charges made by the municipality
or water supply company for or in respect to the consumption of
water, as and when bills therefor are rendered. If the demised
premises, or any part thereof, be supplied with water through a
meter which supplies other premises, the Tenant will pay to the
Landlord, as and when bills are rendered therefor, the Tenant's
proportionate part of all charges which the municipality or water
supply company shall make for all water consumed through said
meter, as indicated by said meter. Such proportionate part shall
be fixed by apportioning the respective charge according to floor
area against all of the rentable floor area in the building
(exclusive of the basement) which shall have been occupied during
the period of the respective charges, taking into account the
period that each part of such area was occupied. Tenant agrees to
pay as additional rent the Tenant's proportionate part,
determined as aforesaid, of the sewer charge imposed or assessed
upon the building of which the premises are a part.
TWENTY-THIRD.-From the date of occupancy by Tenant, Tenant
shall pay all charges or fees for use or consumption of all
utilities provided to the premises occupied by Tenant including
water, gas, electricity, telephone and other utilities and
services together with any taxes thereon. In the event the
premises are not separately metered Landlord may secure an
independent audit of Tenant's consumption of such utilities or
install a device to monitor same, advising Tenant of the
percentage of such utilities used and consumed by Tenant.
Landlord shall thereupon invoice Tenant for Tenant's share of
such utilities on a monthly basis and Tenant shall reimburse the
Landlord for such expense. All utilities shall be paid to the
Landlord (if applicable) within ten days of receipt of xxxxxxxx.
TWENTY-FOURTH.-If there now is or shall be installed in said
building a "sprinkler system" the Tenant agrees to keep the
appliances thereto in the demised premises in repair and good
working condition, and if the New York Board of Fire Underwriters
of the New York Fire Insurance Exchange or any bureau, department
or official of the State or local government requires or
recommends that any changes, modifications, alterations or
additional sprinkler heads or other equipment be made or supplied
by reason of the Tenant's business, or the location of
partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations,
additional sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the
fire insurance rate as fixed by said Exchange, or by any Fire
Insurance Company, the Tenant will at the Tenant's own expense,
promptly make and supply such changes, modifications,
alterations, additional sprinkler heads or other equipment.
TWENTY-FIFTH.-Tenant agrees that it will keep the leased
Premises insured, at a minimum, against loss or damage by fire
with extended coverage ("all risk") endorsement, vandalism and
malicious mischief coverage, and differences in conditions
coverage (for the perils of earthquake, surface water flood and
sudden and accidental collapse or rupture to non-pressurized
vessels). Such insurance shall be in an amount of the full
replacement value of the premises as determined from time to
time. Tenant shall name Landlord as a party insured and shall
require the insurer to give Landlord at least thirty (30) days
notice of cancellation. Landlord and Tenant acknowledge that as
of the date hereof the full replacement value of the premises is
Nine Million Dollars ($9,000,000.00).
Insurance Requirements. For purposes of this Section,
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the parties agree during the term hereof that Tenant shall
maintain adequate public liability and other insurance with
reputable insurance companies as hereinabove and hereinafter set
forth, shall furnish Landlord with certificates of insurance
properly executed by its insurance companies evidencing such
fact, and requiring their insurers to give at least thirty (30)
days notice in the event of cancellation. Such insurance shall
cover all damage or injury which results or is claimed to have
resulted from an act or omission on the part of Tenant, its
agents, employees or business invitees as well as environmental
clean up of damage done to Landlord's premises proven to have
occurred as a result of the use thereof by Tenant or others while
Tenant is a tenant at the premises.
TWENTY-SIXTH.-Tenant shall be responsible for the payment of
all real estate taxes and current installments of special
assessments levied against the premises which become due during
the term of the lease. Landlord shall notify Tenant and forward a
copy of each tax xxxx to Tenant upon Landlord's receipt thereof.
Tenant shall pay Landlord the amount of the tax or installment of
assessment set forth on the xxxx within seven (7) days of the
presentation by the Landlord thereof. Landlord shall present such
xxxx to Tenant within five (5) days of its receipt from the
taxing authority. Failure to pay Landlord such amount within the
time period set forth herein shall constitute a default pursuant
to the terms hereof. If the term of this lease shall not begin or
expire concurrently with the beginning or expiration of any tax
fiscal year, Tenant's liability for real estate taxes and current
installments of special assessments for any tax fiscal year
during which Tenant is not in possession of the premises for the
entire tax fiscal year shall be prorated. In the event the
premises constitute less than one entire taxable parcel, the real
estate taxes and current installments of special assessments
attributable to the premises shall be prorated on a square
footage basis comparing the square footage of the premises to the
square footage of the tax parcel of which the premises forms a
part. Landlord represents that there are no tax abatements or
exemptions effecting the premises and Landlord does not make
payments in lieu of taxes.
Excise Taxes. Tenant shall assume and pay to Landlord as
------------
additional rent any excise, sales, gross receipts, rent tax or
other taxes, if any (other than a net income or excess profits
tax), which may be imposed on or measured by the rent or may be
imposed on or on account of the letting, which Landlord may be
required to pay or collect under any law now in effect or
hereafter enacted, provided that such law places the primary
obligation to pay such tax on the Tenant.
In the event Tenant has made payment to Landlord of the
aforementioned taxes and Landlord has failed to make payment of
the same and due notice thereof has been given by the Tenant to
the Landlord, Tenant shall have the right to make such payments
directly to the taxing authorities and all interest and penalties
paid by the Tenant shall be the responsibility of the Landlord
and may be offset as against the rental herein. In the event that
Tenant fails to make payment of such taxes to Landlord, in
addition to any other remedies pursuant to this lease, Landlord
may pay such taxes and Tenant shall be responsible for any
interest or penalties that may be assessed. If the taxing
authorities permit taxes to be paid in less than annual
installments, Landlord will not object to Tenant's payment of
such taxes in a like manner.
Landlord shall not seek to accomplish or effect a change in
the tax assessment of the premises (except to seek a reduction of
same) without Tenant's approval.
TWENTY-SEVENTH.-Tenant will not use Hazardous Materials (as
defined hereinafter) on, from, or affecting the premises in any
manner which violates Federal, state or local laws, ordinances,
rules, regulations or policies governing the use, storage,
treatment, transportation, manufacture, refinement, handling,
production or disposal of Hazardous Materials. For purposes of
this paragraph, "Hazardous Materials" includes, without limit,
any flammable explosives, radioactive materials, hazardous
materials, hazardous or infectious wastes, hazardous or toxic
substances, or related materials defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 USC Secs. 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (49 USC Secs. 1801, et seq.), the
Resource Conservations and Recovery Act, as amended (42 USC Secs.
9601, et seq.) and in the regulations adopted and publications
promulgated pursuant thereto, or any other Federal, state or
local environmental law, ordinance, rule or regulation. Tenant
hereby indemnifies and agrees to hold Landlord free and harmless
from any liability whatsoever during and subsequent to the term
of this Lease as a result of Tenant's breach of the obligations
set forth in this paragraph. Landlord shall be responsible for
and shall indemnify and hold Tenant free and harmless from any
liability whatsoever during and subsequent to the terms of this
Lease with regard to any hazardous materials or environmental
condition effecting the demised premises not caused by Tenant,
Tenant's agents or employees and/or not occurring during the term
of the within lease.
TWENTY-EIGHTH.-The Tenant agrees that it will not require,
permit, suffer, nor allow the cleaning of any window, or windows,
in the demised premises from the outside (within the meaning of
Section 202 of the Labor Law) unless the equipment and safety
devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor
Law, are provided and used, and unless the rules, or any
supplemental rules of the Industrial Board of the State of New
York are fully complied with; and the Tenant hereby agrees to
indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring,
permitting, suffering, or allowing any window, or windows in the
demised premises to be cleaned from the outside in violation of
the requirements of the aforesaid laws, ordinances, regulation
and/or rules.
TWENTY-NINTH.-The invalidity or unenforceability of any
provision of this lease shall in no way affect the validity or
enforceability of any other provision hereof.
THIRTIETH.-The Landlord shall replace at the expense of the
Tenant any and all broken glass in the skylights, doors and walls
in and about the demised premises. The Landlord may insure and
keep insured all plate glass in the skylights, doors and walls in
the demised premises, for and in the name of the Landlord and
bills for the premiums therefor shall be rendered by the Landlord
to the Tenant at such times as the Landlord may elect, and shall
be due from and payable by the Tenant when rendered, and the
amount thereof shall be deemed to be, and shall be paid as
additional rent.
THIRTY-FIRST.-This lease and the obligation of Tenant to pay
rent hereunder and perform all of the other covenants and
agreements hereunder on part of Tenant to be performed shall in
no way be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service expressly
or impliedly to be supplied or is unable to make, or is delayed
in making any repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by
reason of governmental preemption in connection with a National
Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department
or subdivision thereof of any government agency or by reason of
the conditions of supply and demand which have been or are
affected by war or other emergency.
THIRTY-SECOND.-Landlord covenants that if and so long as the
Tenant pays the rent and "additional rent" reserved hereby, and
performs and observes the covenants and provisions hereof, the
Tenant shall quietly enjoy the demised premises, subject,
however, to the terms of this lease, and to the mortgages above
mentioned.
THIRTY-THIRD.-Tenant shall, at its sole cost and expense,
obtain all required Federal, State, County and/or Municipal
approvals, permits, licenses, including a Certificate of
Occupancy (if required), to conduct its business. Landlord shall
cooperate with Tenant in Tenant's effort to obtain any and all
necessary permits, licenses, and approvals and shall
expeditiously execute all necessary permit applications and
documents necessary to comply with all regulatory requirements
for the operation of Tenant's business and performance of
Tenant's improvements.
THIRTY-FOURTH. If Tenant remains in possession of the
premises or any part thereof after expiration of the term hereof,
such occupancy shall be a tenancy from month to month upon all of
the terms hereof applicable to a month to month tenancy except
that the monthly rent shall be increased to 120% of the rent for
the last month prior to such expiration. Landlord's failure to
object to such holding over shall not constitute a waiver of any
of Landlord's rights pursuant to this lease.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands and seals, or caused these presents to be signed by
their proper corporate officers and their proper corporate seal
to be hereto affixed, the day and year first above written.
Signed, Sealed and
Delivered in the
presence of or
Attested by: Gussack Realty Co.
/s/ Xxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
--------------------- ---------------------------------
Landlord
By: Xxxxx Xxxxxxx
General Bearing Corporation
/s/ Xxxx X. Xxxxx /s/Xxxxxxxxxxx Xxxxx V.P. Finance
-------------------------- ------------------------------
Tenant
By: Xxxxxxxxxxx Xxxxx
Vice President
RULES AND REGULATIONS
1. Tenant shall keep all machinery and equipment free of
vibration and noise, and shall not do or permit anything to be
done in the Demised Premises which would constitute a nuisance in
the Building or Complex.
2. Tenant shall not cause to be discharged, spill or
dispose of on site any dangerous, hazardous, flammable, toxic,
combustible or explosive substance, material or object except
according to law and in an approved legal container.
3. Tenant shall not cause to be discharged or permit to be
discharged into the sewer system, waste lines, vents or flues of
the Demised Premises or the Complex any acids or hazardous or
toxic substances, except as allowed by law.
4. Tenant shall keep all exterior located garbage, trash,
rubbish and refuse in rat-proof containers and shall remove or
cause the same to be removed from the Demised Premises and the
Complex on a regular basis.
5. Tenant shall not store, stack or place or permit to be
stored, stacked or placed any machinery, equipment, goods or
merchandise outside of the Demised Premises except as authorized
by Landlord and permitted by law or the approvals obtained by the
Tenant from the applicable authorities.
6. A fire lane (12 foot width) around the entire facility
must be kept clear at all times.
7. No debris, garbage, spare parts or containers of any
kind may be left in the yard or on the roof, except a dumpster.