STANDARD FORM OF OFFICE LEASE
The Real Estate Board of New York, Inc.
Agreement of Lease, made as of this 15th day of December 1998, between GCS
REALTY CO.,d/b/a ROYAL REALTY COMPANY, 00 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxx
Xxxx 10710,party of the first part, hereinafter referred to as OWNER, and
Educational Video Conferencing, Inc., 00 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx #000,
Xxxxxxx, Xxx Xxxx 00000, party of the second part, hereinafter referred to as
TENANT,
Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner
Suite #200 (1628 s.f.) and Suite #210 (845 s.f.) in the building known as 35
East Grassy Sprain Road in the City of Yonkers, State of New York, for the term
of four (4) years (or until such term shall sooner cease and expire as
hereinafter provided) to commence on the 15th day of December nineteen hundred
and ninety-seven, and to end on the 31st day of August Two Thousand and two,
both dates inclusive, at an annual rental rate of
See Rent rider annexed hereto and made a part hereof
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues public and private, at the time of
payment, in equal monthly installments in advance on the first day of each month
during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
Rent: 1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy: 2. Tenant shall use and occupy demised premises for general office
use and for no other purpose.
Tenant 3. Tenant shall make no changes in or to the
Alterations: demised premises of any nature without Owner's
prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installations, additions or improvements which
are non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations, additions, installments or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such xxxxxxx'x
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have been done
for, or materials furnished to Tenant, whether or not done pursuant to this
article, the same shall be discharged by Tenant within thirty days thereafter,
at Tenant's expense, by payment or filing the bond required by law. All fixtures
and all paneling, partitions, railings and like installations, installed in the
premises at any time, either by Tenant or by Owner on Tenant' s behalf, shall,
upon installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the premises by Tenant prior to
the expiration of the lease, at Tenant's expense. Nothing in this Article shall
be construed to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installations as may be required by
Owner, Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and repair any damage
to the demised premises or the building due to such removal. All property
permitted or required to be removed, by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.
Maintenance 4. Tenant shall, throughout the term of this lease,
and take good care of the demised premises and the
Repairs: fixtures and appurtenances therein. Tenant shall be
responsible for all damage or injury to the demised
-2-
premises or any other part of the building and the systems and equipment hereof,
whether requiring structural or nonstructural repairs caused by or resulting
from carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of any
work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the property
or equipment of Tenant or any subtenant. Tenant shall also repair all damage to
the building and the demised premises caused by the moving of Tenant's fixtures,
furniture and equipment. Tenant shall promptly make, at Tenant's expense, all
repairs in and to the demised premises for which Tenant is responsible, using
only the contractor for the trade or trades in question, selected from a list of
at least two contractors per trade submitted by Owner. Any other repairs in or
to the building or e facilities and systems thereof for which Tenant is
responsible shall be performed by Owner at the Tenant's expense. Owner shall
maintain in good working order and repair the exterior and the structural
portions of the building, including the structural portions of its demised
premises, and the public portions of the building interior and the building
plumbing, electrical, heating and ventilating systems (to the extent such
systems presently exist) serving the demised premises. *Tenant agrees to give
prompt notice of any defective condition in the premises for which Owner may be
responsible hereunder. There shall be no allowance to Tenant for diminution of
rental value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or others making repairs,
alterations, additions or improvements in or to any portion of the building or
the demised premises or in and to the fixtures, appurtenances or equipment
thereof. It is specifically agreed that Tenant shall not be entitled to any
setoff or reduction of rent by reason of any failure of Owner to comply with the
covenants of this or any other article of this Lease. Tenant agrees that Tenant'
s sole remedy at law in such instance will be by way of an action for damages
for breach of contract. The provisions of this Article 4 shall not apply in the
case of fire or other casualty which are dealt with in Article 9 hereof.
Window 5. Tenant will not clean nor require, permit, suffer
Cleaning: or allow any window in the demised premises to be
cleaned from the outside in violation of Section 202
of the Labor Law or any other applicable law or of the Rules of the Board of
--------
* In order to enable the air-condition system to function properly Tenant shall
keep all windows closed and shall lower and close window covering when necessary
because of the of the sun's position. Tenant shall comply with all regulations
and requirements Landlord may establish for the functioning and protection of
the HVAC system.
-3-
Requirements 6. Prior to the commencement of the lease term, if
of Law, Tenant is then in possession, and at all
Fire Insurance, thereafter, Tenant, at Tenant's sole cost and
Floor Loads: expense, shall promptly comply with all present
and future laws, orders and regulations of all
state, federal, municipal and local governments, departments, commissions and
boards and any direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters, Insurance
Services Office, or any similar body which shall impose any violation, order or
duty upon Owner or Tenant with respect to the demised premises, whether or not
arising out of Tenant's use or manner of use thereof, (including Tenant's
permitted use) or, with respect to the building if arising out of Tenant's use
or manner of use of the premises or the building (including the use permitted
under the lease). Nothing herein shall require Tenant to make structural repairs
or alterations unless Tenant has, by its manner of use of the demised premises
or method of operation therein, violated any such laws, ordinances, orders,
rules, regulations or requirements with respect thereto. Tenant may, after
securing Owner to Owner's satisfaction against all damages, interest, penalties
and expenses, including, but not limited to, reasonable attorney's fees, by cash
deposit or by surety bond in an amount and in a company satisfactory to Owner,
contest and appeal any such laws, ordinances, orders, rules, regulations or
requirements provided same is done with all reasonable promptness and provided
such appeal shall not subject Owner to prosecution for a criminal offense or
constitute a default under any lease or mortgage under which Owner may be
obligated, or cause the demised premises or any part thereof to be condemned or
vacated. Tenant shall not do or permit any act or thing to be done in or to the
demised premises which is contrary to law, or which will invalidate or be in
conflict with public liability, fire or other policies of insurance at any time
carried by or for the benefit of Owner with respect to the demised premises or
the building of which the demised premises form a part, or which shall or might
subject Owner to any liability or responsibility to any person or for property
damage. Tenant shall not keep anything in the demised premises except as now or
hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction, and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be
imposed upon Owner by reason of Tenant's failure to comply with the provisions
-4-
of this article and if by reason of such failure the fire insurance rate shall,
at the beginning of this lease or at any time thereafter, be higher than it
otherwise would be, then Tenant shall reimburse Owner, as additional rent
hereunder, for that portion of all fire insurance premiums thereafter paid by
Owner which shall have been charged because of such failure by Tenant. In any
action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates applicable to
said premises shall be conclusive evidence of the facts therein stated and of
the several items and charges in the fire insurance rates then applicable to
said premises. Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. Owner reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment.
Such installations shall be placed and maintained by Tenant, at Tenant's
expense, in settings sufficient, in Owner's judgement, to absorb and prevent
vibration, noise and annoyance.
Subordination: 7. This lease is subject and subordinate to all
ground or underlying leases and to all
mortgages which may now or hereafter affect such leases or the real property of
which demised premises are a part and to all renewals, modifications,
consolidations, replacements and extensions of any such underlying leases and
mortgages. This clause shall be self-operative and no further instrument of
subordination shall be required by any ground or underlying lessor or by any
mortgagee, affecting any lease or the real property of which the demised
premises are a part. In confirmation of such subordination, Tenant shall from
time to time execute promptly any certificate that Owner may request.
Property Loss 8. Owner or its agents shall not be liable for any
Damage, Reimbursement damage to property of Tenant or of others
Indemnity: entrusted to employees of the building, nor for loss
of or damage to any property of Tenant by theft or
otherwise, nor for any injury or damage to persons or property resulting from
any cause of whatsoever nature, unless caused by or due to the negligence of
Owner, its agents, servants or employees. Owner or its agents will not be liable
for any such damage caused by other tenants or persons in, upon or about said
building or caused by operations in construction of any private, public or quasi
public work. If at any time any, windows of the demised premises are temporarily
closed, darkened or bricked up (or permanently closed, darkened or bricked up,
if required by law) for any reason whatsoever including, but not limited to
Owner's own acts, Owner shall not be liable for any damage Tenant may sustain
-5-
thereby and Tenant shall not be entitled to any compensation therefor nor
abatement or diminution of rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall indemnify and
save harmless Owner against and from all liabilities, obligations, damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed by
insurance, including reasonable attorneys fees, paid, suffered or incurred as a
result of any breach by Tenant, Tenant's agents, contractors, employees,
invitees, or licensees, of any covenant or condition of this lease, or the
carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any sub-tenant, and any agent,
contractor, employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.
Destruction, 9. (a) If the demised premises or any part
Fire and Other thereof shall be damaged by fire or other
Casualty: casualty, Tenant shall give immediate notice
thereof to Owner and this lease shall continue in
full force and effect except as hereinafter set forth. (b) If the demised
premises are partially damaged or rendered partially unusable by fire or other
casualty, the damages thereto shall be repaired by and at the expense of Owner
and the rent and other items of additional rent, until such repair shall be
substantially completed, shall be apportioned from the day following the
casualty according to the part of the premises which is usable. (c) If the
demised premises are totally damaged or rendered wholly, unusable by fire or
other casualty, then the rent and other items of additional rent as hereinafter
expressly provided shall be proportionately paid up to the time of the casualty
and thenceforth shall cease until the date when the premises shall have been
repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent
shall be apportioned as provided in subsection (b)above), subject to Owner's
right to elect not to restore the same as hereinafter provided. (d) If the
demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease, which date shall [Rider to be added if
necessary] not be more than 60 days after the giving of such notice, and upon
-6-
the date specified in such notice the term of this lease shall expire as fully
and completely as if such date were the date set forth above for the termination
of this lease and Tenant shall forthwith quit, surrender and vacate the premises
without prejudice however, to Landlord's rights and remedies against Tenant
under the lease provisions in effect prior to such termination, and any rent
owing shall be paid up to such date and any payments of rent made by Tenant
which were on account of any period subsequent to such date shall be returned to
Tenant. Unless Owner shall serve a termination notice as provided for herein,
Owner shall make the repairs and restorations under the conditions of (b) and
(c) hereof, with all reasonable expedition, subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty, Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as reasonably possible, all of Tenant's salvageable
inventory, and moveable equipment, furniture, and other property. Tenant's
liability or rent shall resume five (5) days after written notice from Owner
that the premises are substantially ready for Tenant's occupancy. (e) Nothing
contained hereinabove shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding the foregoing,
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery with respect to subparagraphs (b), (d), and (e) above,
against the other or any one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any
personal property, equipment, trade fixtures, goods and merchandise located
therein. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefiting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.
-7-
Eminent 10. If the whole or any part of the demised
Domain: premises shall be acquired or condemned by Eminent
Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner, Tenant's entire interest in any such award. Tenant shall have the right
to make an independent claim to the condemning authority for the value of
Tenant's moving expenses and personal property, trade fixtures and equipment,
provided Tenant is entitled pursuant to the terms of the lease to remove such
property, trade fixture and equipment at the end of the term and provided
further such claim does not reduce Owner's award.
Assignment, 11. Tenant, for itself, its heirs, distributees,
Mortgage, executors, administrators, legal representative,
Etc.: successor and assigns, expressly covenants that it
shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance. Transfer of the majority of the stock of a corporate Tenant or the
majority partnership interest of a partnership Tenant shall be deemed an
assignment. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under tenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, undertenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.
Electric 12. Rates and conditions in respect to submetering
Current: or rent inclusion, as the case may be, to be added
in RIDER attached hereto. Tenant covenants and
agrees that at all times its use of electric current
shall not exceed the capacity of existing feeders to the building or the risers
or wiring installation and Tenant may not use any electrical equipment which, in
Owner's opinion, reasonably exercised, will overload such installations or
interfere with the use thereof by other tenants of the building. The change at
any time of the character of electric service shall in no wise make Owner liable
or responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.
-8-
Access to 13. Owner or Owner's agents shall have the right
Premises: (but shall not be obligated) to enter the demised
premises in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements as Owner may deem necessary and reasonably desirable to the demised
premises or to any other portion of the building or which Owner may elect to
perform. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein provided they are concealed within the walls, floor, or ceiling. Owner
may, during the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof Owner shall have the right to
enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term for the purpose of showing the same to prospective
tenants. If Tenant is not present to open and permit an entry into the demised
premises, Owner or Owner's agents may enter the same whenever such entry may be
necessary or permissible by master key or forcibly and provided reasonable care
is exercised to safeguard Tenant's property, such entry shall not render Owner
or its agents liable therefor, nor in any event shall the obligations of Tenant
hereunder be affected. If during the last month of the term Tenant shall have
removed all or substantially all of Tenant's property therefrom Owner may
immediately enter, alter, renovate or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to Tenant for any
compensation and such act shall have no effect on this lease or Tenant's
obligations hereunder.
Vault, 14. No Vaults, vault space or area, whether or not
Vault Space, enclosed or covered, not within the property line of
Area: the building is leased hereunder, anything contained
in or indicated on any sketch, blue print or plan,
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.
-9-
Occupancy: 15. Tenant will not at any time use or occupy the
demised premises in violation of the certificate of
occupancy issued for the building of which the demised premises are a part.
Tenant has inspected the premises and accepts them as is, subject to the riders
annexed hereto with respect to Owner's work, if any. In any event, Owner makes
no representation as to the condition of the premises and Tenant agrees to
accept the same subject to violations, whether or not of record.
Bankruptcy: 16. (a) Anything elsewhere in this lease to the
contrary notwithstanding, this lease may be can-
celled by Owner by the sending of a written notice to Tenant within a reasonable
time after the happening of any one or more of the following events: (1) the
commencement of a case in bankruptcy or under the laws of any state naming
Tenant as the debtor; or (2) the making by Tenant of an assignment or any other
arrangement for the benefit of creditors under any state statute. Neither Tenant
nor any person claiming through or under Tenant, or by reason of any statute or
order of court, shall thereafter be entitled to possession of the premises
demised but shall forthwith quit and surrender the premises. If this lease shall
be assigned in accordance with its terms, the provisions of this Article 16
shall be applicable only to the party then owning Tenant's interest in this
lease.
(b) it is stipulated and agreed that in the event of
the termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be re-let by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such re- letting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
-10-
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.
Default: 17. (1) If Tenant defaults 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; or if any execution or attachment shall be issued against Tenant or
any of Tenant's property whereupon the demised premises shall be taken or
occupied by someone other than Tenant; or if this lease be rejected under {}235
of Title 11 of the U.S. Code (bankruptcy code); or if Tenant shall fail to move
into or take possession of the premises within thirty (30) days after the
commencement of the term of this lease, then, in any one or more of such events,
upon Owner serving a written fifteen (15) days notice upon Tenant specifying the
nature of said default and upon the expiration of said fifteen (15) days, if
Tenant shall have failed to comply with or remedy such default, or if the said
default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied within said fifteen (15) day period, and if Tenant
shall not have diligently commenced curing such default within such fifteen (15)
day period, and shall not thereafter with reasonable diligence and in good
faith, proceed to remedy or cure such default, then Owner may serve a written
five (5) days' notice of cancellation of this lease upon Tenant, and upon the
expiration of said five (5) days this lease and the term thereunder shall end
and expire as fully and completely as if the expiration of such five (5) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term thereof and Tenant shall then quit and surrender the demised
premises to Owner but Tenant shall remain liable as hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid; or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required; then and in
any of such events an Owner may without notice, re-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had not
been made, and Tenant hereby waives the service of notice of intention to
re-enter or to institute legal proceedings to that end. If Tenant shall make
default hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice.
Remedies of 18. In case of any such default, re-entry, expira-
Owner and tion and/or dispossess by summary proceedings or
-11-
Waiver of otherwise, (a) the rent shall become due thereupon
Redemption: and be paid up to the time of such re-entry,
dispossess and/or expiration, (b) Owner may re-let
the premises or any part or parts thereof, either in the name of Owner or
otherwise, for a term or terms, which may at Owner's option be less than or
exceed the period which would otherwise have constituted the balance of the term
of is lease and may grant concessions or free rent or charge a higher rental
than that in this lease, and/or (c) Tenant or the legal representatives of
Tenant shall also pay Owner as liquidated damages for the failure of Tenant to
observe and perform said Tenant's covenants herein contained, any deficiency
between the rent hereby reserved and/or covenanted to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of Owner to
re-let the premises or any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said deficiency such expenses as Owner may incur in connection
with re-letting, such as legal expenses, reasonable attorneys' fees, brokerage,
advertising and for keeping the demised premises in good order or for preparing
the same for re-letting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the rent day specified in this lease and any suit
brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's option, make
such alterations, repairs, replacements, and/or decorations in the demised
premises as Owner, in Owner's sole judgement, considers advisable and necessary
for the purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. Owner shall
in no event be liable in any way whatsoever for failure to re-let the demised
premises, or in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collected over the
sums payable by Tenant to Owner hereunder. In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions hereof, Owner
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. Mention in this lease of any particular remedy, shall not
preclude Owner from any other remedy, in law or in equity. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event
-12-
of Owner obtaining possession of demised premises, by reason of the violation by
Tenant of any of the covenants and conditions of this lease, or otherwise.
Fees and 19. If Tenant shall default in the observance or
Expenses: performance of any term or covenant on Tenant's
part to be observed or performed under or by virtue
of any of the terms or provisions in any article of this lease, after notice if
required and upon expiration of any applicable grace period if any, (except in
an emergency), then, unless otherwise provided elsewhere in this lease, Owner
may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder. If Owner, in connection with the foregoing or
in connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or recurs any obligations for the payment of money,
including but not limited to reasonable attorneys' fees, in instituting,
prosecuting or defending any action or proceeding, and prevails in any such
action or proceeding then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's default shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Owner within ten (10) days of rendition of any xxxx
or statement to Tenant therefor. If Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner, as damages.
Building 20. Owner shall have the right at any time without
Alterations the same constituting an eviction and without
Management: incurring liability to Tenant therefor to change
the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets or other
public parts of the building and to change the name, number or designation by
which the building may be known. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or other
Tenants making any repairs in the building or any such alterations, additions
and improvements. Furthermore, Tenant shall not have any claim against Owner by
reason of Owner's imposition of such controls of the manner of access to the
building by Tenant's social or business visitors as the Owner may deem necessary
for the security of the building and its occupants.
No Repre- 21. Neither Owner nor Owner's agents have made
sentations any representations or promises with respect to the
by Owner: physical condition of the building, the land upon
which it is erected or the demised premises, the
rents, leases, expenses of operation or any other matter or thing
affecting or related to the premises except as herein expressly set
-13-
forth and no rights, easements or licenses are acquired by Tenant by implication
or otherwise except as expressly set forth in the provisions of this lease.
Tenant has inspected the building and the demised premises and is thoroughly
acquainted with their condition and agrees to take the same "as is" and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.
End of 22. Upon the expiration or other termination of the
Term: term of this lease, Tenant shall quit and surrender
to Owner the demised premises, broom clean, in good
order and condition, ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its property. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this lease. If the last day of
the term of this Lease or any renewal thereof, falls on Sunday, this lease shall
expire at noon on the preceding Saturday unless it be a legal holiday in which
case it shall expire at noon on the preceding business day.
Quiet 23. Owner covenants and agrees with Tenant that
Enjoyment: upon Tenant paying the rent and additional rent and
observing and performing all the terms, covenants
and conditions, on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject, nevertheless,
to the terms and conditions of this lease including, but not limited to, Article
31 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.
Failure 24. If Owner is unable to give possession of the
to Give demised premises on the date of the commencement
Possession: of the term hereof, because of the holding-over
or retention of possession of any tenant,
undertenant or occupants or if the demised premises are located in a building
being constructed, because such building has not been sufficiently completed to
make the premises ready for occupancy or because of the fact that a certificate
of occupancy has not been procured or for any other reason, Owner shall not be
subject to any liability for failure to give possession on said date and the
-14-
validity of the lease shall not be impaired under such circumstances, nor shall
the same be construed in any wise to extend the term of this lease, but the rent
payable hereunder shall be abated (provided Tenant is not responsible for
Owner's inability to obtain possession or complete construction) until after
Owner shall have given Tenant written notice that the Owner is able to deliver
possession in condition required by this lease. If permission is given to Tenant
to enter into the possession of the demises premises or to occupy premises other
than the demised premises prior to the date specified as the commencement of the
term of this lease, Tenant covenants and agrees that such possession and/or
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease except the obligation to pay the fixed annual rent set
forth in the preamble to this lease. The provisions of this article are intended
to constitute "an express provision to the contrary" within the meaning of
Section 223-a of the New York Real Property Law.
No Waiver: 25. The failure of Owner to seek redress for xxxxx-
tion of, or to insist upon the strict performance of
any covenant or condition of this lease or of any of the Rules or Regulations,
set forth or hereafter adopted by Owner, shall not prevent a subsequent act
which would have originally constituted a violation from having all the force
and effect of an original violation. The receipt by Owner of rent and/or
additional rent with knowledge of the breach of any covenant of this lease shall
not be deemed a waiver of such breach and no provision of this lease shall be
deemed to have been waived by Owner unless such waiver be in writing signed by
Owner. No payment by Tenant or receipt by Owner of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed an acceptance of a
surrender of said premises, and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.
Waiver of 26. It is mutually agreed by and between Owner and
Trial by Tenant that the respective parties hereto shall and
Jury: they hereby do waive trial by jury in any action
proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or
-15-
property damage) on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of Owner and Tenant, Tenant's use of
or occupancy of said premises, and any emergency statutory or any other
statutory remedy. It is further mutually agreed that in the event Owner
commences any proceeding or action for possession including a summary proceeding
for possession of the premises, Tenant will not interpose any counterclaim of
whatever nature or description in any such proceeding including a counterclaim
under Article 4 except for statutory mandatory counterclaims.
Inability to 27. This Lease and the obligation of Tenant to pay
Perform: rent hereunder and perform all of the other
covenants and agreements hereunder on part of Tenant
to be performed shall in no wise be affected, impaired or excused because Owner
is unable to fulfill any of its obligations under this lease or 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 repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures, or other materials if Owner is prevented or delayed from so doing by
reason of strike or labor troubles or any cause whatsoever including, but not
limited to, government preemption or restrictions or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions which have been or are affected, either
directly or indirectly, by war or other emergency.
Bills and 28. Except as otherwise in this lease provided, a
Notices: xxxx, statement, notice or communication which Owner
may desire or be required to give to Tenant, shall
be deemed sufficiently given or rendered if, in writing, delivered to Tenant
personally or sent by registered or certified mail addressed to Tenant at the
[Rider to be added if necessary] building of which the demised premises form a
part or at the last known residence address or business address of Tenant or
left at any of the aforesaid premises addressed to Tenant, and the time of the
rendition of such xxxx or statement and of the giving of such notice or
communication shall be deemed to be the time when the same is delivered to
Tenant, mailed, or left at the premises as herein provided. Any notice by Tenant
to Owner must be served by registered or certified mail addressed to Owner at
the address first hereinabove given or at such other address as Owner shall
designate by written notice.
Services 29. As long as Tenant is not in default under any
Provided by of the covenants of this lease beyond the applicable
Owners: grace period provided in this lease for the curing
of such defaults, Owner shall provide: (a) necessary
elevator facilities on business days from 8 a.m. to 6 p.m. and have
-16-
one elevator subject to call at all other times; (b) heat to the demised
premises when and as required by law, on business days from 8 a.m. to 6 p.m.;
(c) water for ordinary lavatory purposes, but if Tenant uses or consumes water
for any other purposes or in unusual quantities (of which fact Owner shall be
the sole judge), Owner may install a water meter at Tenant's expense which
Tenant shall thereafter maintain at Tenant's expense in good working order and
repair to register such water consumption and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are
rendered; (d) cleaning service for the demised premises on business days at
Owner's expense provided that the same are kept in order by Tenant. If, however,
said premises are to be kept clean by Tenant, it shall be done at Tenant's sole
expense, in a manner reasonably satisfactory to Owner and no one other than
persons approved by Owner shall be permitted to enter said premises or the
building of which they are a part for such purpose. Tenant shall pay Owner the
cost of removal of any of Tenant's refuse and rubbish from the building; (e) If
the demised premises are serviced by Owner's air conditioning/cooling and
ventilating system, air conditioning/cooling will be furnished to tenant from
May 15th through September 30th on business days (Mondays through Fridays,
holidays excepted) from 8:00 a.m. to 6:00 p.m., and ventilation will be
furnished on business days during the aforesaid hours except when air
conditioning/cooling is being furnished as aforesaid. If Tenant requires air
conditioning/cooling or ventilation for more extended hours or on Saturdays,
Sundays or on holidays, as defined under Owner's contract with Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense. [RIDER
to be added in respect to rates and conditions for such additional service;] (f)
Owner reserves the right to stop services of the heating, elevators, plumbing,
air-conditioning, electric, power systems or cleaning or other services, if any,
when necessary by reason of accident or for repairs, alterations, replacements
or improvements necessary or desirable in the judgment of Owner for as long as
may be reasonably required by reason thereof. If the building of which the
demised premises are a part supplies manually Operated elevator service, Owner
at any time may substitute automatic control elevator service and proceed
diligently with alterations necessary therefor without in any wise affecting
this lease or the obligation of Tenant hereunder.
Captions: 30. The Captions are inserted only as a matter of
convenience and for reference and in no way define,
limit or describe the scope of this lease nor the intent of any provisions
thereof.
Definitions: 31. The term "office", or "offices", wherever used
in this lease, shall not be construed to mean
premises used as a store or stores, for the sale or display, at any time, of
-17-
goods, wares or merchandise, of any kind, or as a restaurant, shop, booth,
bootblack or other stand, xxxxxx shop, or for other similar purposes or for
manufacturing. The term "Owner" means a landlord or lessor, and as used in this
lease means only the owner, or the mortgagee in possession, for the time being
of the land and building (or the owner of a lease of the building or of the land
and building) of which the demised premises form a part, so that in the event of
any sale or sales of said land and building or of said lease, or in the event of
a lease of said building, or of the land and building, the said Owner shall be
and hereby is entirely freed and relieved of all covenants and obligations of
Owner hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, at any such sale, or the said lessee of the building, or of the
land and building, that the purchaser or the lessee of the building has assumed
and agreed to carry out any and all covenants and obligations of Owner,
hereunder. The words "re-enter" and "re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "business days" as used in
this lease shall exclude Saturdays, Sundays and all days as observed by the
State or Federal Government as legal holidays and those designated as holidays
by the applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to HVAC service. Wherever
it is expressly provided in this lease that consent shall not be unreasonably
withheld, such consent shall not be unreasonably delayed.
Adjacent 32. If an excavation shall be made upon land
Excavation- adjacent to the demised premises, or shall be autho-
Shoring: rized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Owner, or
diminution or abatement of rent.
Rules and 33. Tenant and Tenant's servants, employees,
Regulations: agents, visitors, and licensees shall observe faith-
fully, and comply strictly with, the Rules and Regu-
lations and such other and further reasonable Rules and Regulations as Owner or
Owner's agents may from time to time adopt. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the parties hereto agree to submit the
question of the reasonableness of such Rule or Regulation for decision to the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon
-18-
the parties hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Owner within fifteen
(15) days after the giving of notice thereof. Nothing in this lease contained
shall be construed to impose upon Owner any duty or obligation to enforce the
Rules and Regulations or terms, covenants or conditions in any other lease, as
against any other tenant and Owner shall not be liable to Tenant for violation
of the same by any other tenant, its servants, employees, agents, visitors or
licensees.
Security: 34. Tenant has deposited with Owner the sum of
$ as security for the faithful
performance and observance by Tenant of the terms,
provisions and conditions of this lease; it is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
lease, including, but not limited to, the payment of rent and additional rent,
Owner may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any rent and additional rent
or any other sum as to which Tenant is in default or for any sum which Owner may
expend or may be required to expend by reason of Tenant's default in respect of
any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary proceedings or other
re-entry by Owner. In the event that Tenant shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this lease, the
security shall be returned to Tenant after the date fixed as the end of the
Lease and after delivery of entire possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the building, of
which the demised premises form a part, Owner shall have the right to transfer
the security to the vendee or lessee and Owner shall thereupon be released by
Tenant from all liability for the return of such security; and Tenant agrees to
look to the new Owner solely for the return of said security, and it is agreed
that the provisions hereof shall apply to every transfer or assignment made of
the security to [Space to be filled in or deleted] a new Owner. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Owner nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.
Estoppel 35. Tenant, at any time, and from time to time, upon
Certificate: at least 10 days' prior notice by Owner, shall
execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
-19-
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.
Successors 36. The covenants, conditions and agreements con-
and Assigns: tained in this lease shall bind and inure to the
benefit of Owner and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as
otherwise provided in this lease, their assigns. Tenant shall look only to
Owner's estate and interest in the land and building, for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
against Owner in the event of any default by Owner hereunder, and no other
property or assets of such Owner (or any partner, member, officer or director
thereof, disclosed or undisclosed), shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to this lease, the relationship of Owner and Tenant hereunder, or
Tenant's use and occupancy of the demised premises.
-20-
[Space to be filled in or deleted.]
EXECUTED BY LANDLORD this ____ day of ________, 199
GCS REALTY CO., INC. d/b/a
ROYAL REALTY COMPANY
Attest: By:
--------------------------------
Print Name:
--------------------- -------------------------
Title: Title:
--------------- ------------------------------
(CORPORATE SEAL)
EXECUTED BY TENANT THIS 5TH DAY OF APRIL, 1999
Attest/Witness By:
/s/ XX. XXXX X. XXXXXXXX
-------------------- ------------------------------
Print Name: Xx.Xxxx X. Xxxxxxxx
--------------------- -------------------------
Title: Title: Chairman and CEO
--------------- ------------------------------
(CORPORATE SEAL)
-21-
ACKNOWLEDGEMENTS
CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 ,
before me personally came ,
to me known, who being by me duly sworn, did depose and say that
he resides in ;
that he is the of
the corporation described in and which executed the foregoing
instrument, as OWNER; that he knows the seal of said corporation;
the seal affixed to said instrument is such corporate seal; that
it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
---------------------------------
CORPORATE TENANT
STATE OF NEW YORK, ss.:
County of
On this day of , 19 ,
before me personally came ,
to me known, who being by me duly sworn, did depose and say that
he resides in ;
that he is the of
the corporation described in and which executed the foregoing
instrument, as TENANT; that he knows the seal of said
corporation; the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his name
thereto by like order.
---------------------------------
INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of
On this day of , 19 ,
before me personally came
to be known and known to me to be the individual
described in and who, as OWNER, executed the foregoing instrument
and acknowledged to me that he
executed the same.
---------------------------------
INDIVIDUAL TENANT
STATE OF NEW YORK, ss.:
County of
On this day of , 19 ,
before me personally came
to be known and known to me to be the individual
described in and who, as TENANT, executed the foregoing
instrument and acknowledged to me that he
executed the same.
---------------------------------
-22-
RIDER TO LEASE DATED December 15th 1997
BY AND BETWEEN
GCS REALTY CO.,INC. d/b/a ROYAL REALTY COMPANY, as Landlord
and
EDUCATIONAL VIDEO CONFERENCING, Inc., as Tenant
PREMISES: 00 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxx, X.X.
37. If the provisions of this Rider conflict in any way with the
provisions of the printed form lease to which this Rider is attached, the
provisions of this Rider shall control.
38. This Lease constitutes the entire agreement between the parties
and any all prior understanding, representations, agreement and contracts,
written or oral, are merged herein, and no statement, representation, claim or
warranty not set forth herein shall be binding upon the party against whom the
same may be asserted.
39. The Tenant expressly covenant, represent, warrant and agree that
it shall use and occupy the demised premises for the express and limited uses in
this Lease specifically specified only and for no other use or purpose. The
Tenants make this covenant, warranty, representation and agreement knowing that
the Landlord is entering into this Lease in reliance thereon that such covenant,
warranty, representation and agreement is the essence of this agreement. In the
event of a breach or threatened breach by Tenants or anyone claiming under it of
this article, Landlord shall have the right of injunction and the right to
invoke any and all remedies under this lease and any remedies allowed at law or
equity by reason of such breach or threatened breach by Tenants.
40. The Tenant agrees to pay as rent in addition to the rent set forth
heretofore and hereafter in this lease, the following:
In the event there should be any increase in the amount of real
property taxes payable by the Landlord to any municipal government having power
to tax said premises, or any special assessments, on the entire premise during
any tax year commencing during any lease year of the term of this lease, over
the tax payable in the base year, the Tenant shall pay as additional rent, a
proportionate share of the amount of such increase, if any, during each lease
year of the term of this lease. Such additional rent shall be payable to the
Landlord within Thirty (30) days after demand by the Landlord. The term "Base
tax year" shall mean fiscal tax year 1998/99 for taxes payable on a fiscal year
basis, or calendar year 1998 for those payable on a calendar year basis. Tax
increases for the last year of this lease, shall be apportioned. The term "A
proportionate share of the amount of increase" for the purposes of this
paragraph shall mean such part of the increase obtained by multiplying the
increase by a fraction of which the numerator shall be the area in square feet
of the office space leased by Tenant, and the denominator shall be the area in
square feet of all rentable space in existence in the entire premises, including
Tenant's space, during the lease year in question. Basement space shall not be
included in the aforesaid computation. For the purpose of this paragraph, the %
shall be 4.8%.
-23-
If landlord elects to add on to the building, the calculation
determining Tenant rent tax percentage in paragraph 40 shall be adjusted
accordingly to reflect the increase in the total square footage of the building.
If event of a reduction in real estate taxes applicable to the period
tenant is in occupancy and Tenant has paid its proportionate share of taxes as
provided herein Tenant shall be entitled to a rent tax rebate proportionate to
the percentage of space occupied by Tenant in the building during said period
less Tenant's proportionate share of legal fees, appraisals, administrative
expense and other costs and disbursements attributable to the tax reduction.
Said rebate shall be paid in a timely manner.
41. Tenant shall keep the premises in good, clean condition including
its use of the bathroom facilities. Tenant shall be responsible for and shall,
at its sole cost and expense, make all needed replacement of cracked or broken
glass, windows and doors, floor covering and hung ceiling for damages caused by
tenant. At the expiration of this lease, Tenant shall surrender the Premises in
good condition, reasonable wear and tear and loss by fire or other casualty
excepted and shall surrender all keys for the Premises to Landlord and shall
inform Landlord of all combinations of door locks which lead to and from the
demised premises. Upon moveout by Tenant, should the Premises require any
repairs which are the responsibility of Tenant hereunder, Landlord shall have
the right to make such repair at Tenant's sole cost.
42. Intentionally Deleted.
43. The common area plumbing facilities shall not be used for any
purpose other than that for which they are constructed, and no foreign substance
of any kind or grease or any materials containing grease, shall be thrown
therein, and the expense of any breakage, stoppage or damage resulting from a
violation of this provision shall be borne by Tenant, who shall, or whose
employees, agents or invitees shall have caused it.
44. Electric Current: Electricity is included in rent.
-24-
General Conditions
------------------
1. Landlord shall not be liable to Tenant for any loss or damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements.
2. Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to Tenant's floor(s)
or space (if less than an entire floor) or the capacity of the risers or wiring
installation in the building. Tenant agrees not to connect any additional
electrical equipment to the building electric distribution system, other than
lamps, typewriters, personal computers, video conferencing equipment, photocopy
machines, other small office machines which consume comparable amounts of
electricity, without Landlord's prior written consent. Any riser or risers to
supply Tenant's electrical requirements, upon written request of Tenant but
subject to the prior written approval of Landlord in each instance, will be
installed by Landlord, at Tenant's sole cost and expense, if the same are
reasonably deemed necessary by Landlord and will not cause permanent damage or
injury to the building or demised premises or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations, repairs or
expense or interfere with or disturb other tenants or occupants.
45. Landlord hereby reserves the right at any time to make alterations
or additions to and to build additional stories on the building in which the
premises are contained and to building adjoining the same. Landlord also
reserves the right to construct other buildings or improvements on the subject
premises from time to time and to make alterations thereof or additions thereto
and to build additional stories on any such building or buildings and to build
adjoining same, provided the use and occupancy of the demised premises are not
substantially impaired.
46. Tenant covenants to provide and keep in force during the term of
this lease for the benefit of Landlord and Tenant general liability policies of
insurance in standard form, protecting the Landlord against any liability
whatsoever, occasioned by and acts, or omissions of the Tenant, its agents,
representatives, or employees on or about the demised premises or any
appurtenances thereto. Such policies are to be written by good and solvent
insurance companies, satisfactory to Landlord in the amount of TWO MILLION
($2,000,000) DOLLARS for each occurrence and naming the Landlord as an
additional insured. Said policy shall provide for 20 days notice of cancellation
-25-
to Landlord. Additionally, Tenant hereby agrees to waive any right sobrogation
of which it may have against the Landlord, and Tenant agrees to obtain said
provision in its insurance policy herein. A certificate of all such insurance
shall be delivered to the Landlord when procured. In case of default by the
Tenants in having such policies of insurance issued, Landlord may cause said
policies to be issued at the expense of the Tenant. On default by the Tenant of
the payment of any of the premiums on such policies when payment thereof shall
be due and payable, or shall be demanded by the Landlord whether said insurance
is procured by Landlord or by Tenant, Landlord may thereupon pay them and Tenant
agrees on demand to repay to the Landlord the monies so paid, together with
interest thereon at the rate of nine (9) percent per annum, from the date or
dates of payment, by Landlord, and upon the failure so to pay upon such demand,
the sum or sums so paid by Landlord with interest thereon at the rate of nine
(9) percent per annum and all costs and charges including attorney's fees and
other expenses shall be and are hereby declared to be rent payable on the rent
day next ensuing or at the option of the Landlord on any subsequent rent day,
and shall be collected as additional rent in the same manner and with the same
remedies as if it had been originally reserved hereunder.
47. Tenant shall not, without Landlord's prior written consent, keep
anything within the premises for any purpose which increases the insurance
premium cost or invalidates any insurance policy carried on the premises or
other part of the shopping center. Tenant shall pay as additional rental, upon
demand of Landlord, any such increased premium cost due to Tenant's use or
occupation of the premises. All property, including the property of others,
kept, stored, or maintained within the premises by Tenant shall be at the
Tenant's sole risk. Notwithstanding the above, in no event shall tenant be
permitted to store property of others at the demised premises for any reason.
48. The Landlord has not conveyed to the Tenant any rights in or to
the outer side of the outside walls of the building of which the demised
premises form a part, and the Tenant shall not display or erect any lettering,
signs, advertising, awnings or other projections or do any borings or cuttings,
stringing of wires or make any alterations, declarations, additions or
improvements in or to the outside of the demised premises, including the
windows, or in or to the building of which they form a part, without the prior
written consent of the Landlord.
49. Tenant shall procure, at its sole expense, any permits and
licenses and pay all fees required for the transaction of business in the
Premises and otherwise comply with all local, state, federal and applicable
laws, ordinances and governmental regulations, and pay all fines imposed for any
violations.
-26-
50. The Tenant shall indemnify and hold harmless the Landlord from any
and all liability, damage, expense, cause of action, suits, claims, penalties or
judgments arising from injury to person or property or from loss of life or
property sustained by anyone whomsoever in and about said demised premises, or
any part thereof, or in or upon adjacent property or adjoining sidewalks and
streets of any and every nature and from any matter or thing growing out of the
alteration or repair of tenant's demised premises in the building now or at any
time hereafter, or any part thereof, and/or arising from any act or acts or
omission or omissions of the tenant or its use or occupation of the said demised
premises. The Tenant shall, at its own cost and expense, defend any and all
suits or actions which may be brought against the Landlord or in which the
Landlord may be impleaded with others upon any such above mentioned matter,
claim or claims and in the event of the failure of the Tenants so to do, the
Landlord (at its option, but without being obliged to do so) may at the cost and
expense of the tenants and upon proper written notice to the tenants defend any
and all such suits or actions and the Tenants shall satisfy, pay and discharge
any and all judgments that may be brought against the Landlord or in which the
Landlord may be impleaded with others and in the event of failure of the tenants
to pay the amount or amounts for which the Landlord shall become liable, as
aforesaid, the Landlord may pay the same and the amount or amounts so paid with
interest thereon, shall become due and payable by the Tenants as additional rent
with the next installment of rent which shall become due under this lease.
51. Landlord reserves the right to review and revise any insurance
coverage required to be supplied by the Tenant pursuant to this Lease, with
regard to the option period herein, provided such revised insurance limits are
consistent with insurance being requested at that time from other tenants in the
office building.
52. Landlord herewith represents that it presently has, and will
maintain in effect, a general liability insurance policy or policies with
coverage for bodily injury and property damage in the minimum amount of Two
Million ($2,000,000.00) Dollars, combined single limit. In the event of a claim
by Tenant against Landlord for any liability within the coverage of said policy
or policies, Tenant agrees that Landlord's liability shall be limited to
recovery out of the proceeds of said insurance policy or policies.
-27-
53. Except as herein provided, Tenant shall have no power to do any
act or make any contract which may create or be the foundation for any lien upon
the reversion of Landlord, the premises herein demised or the building or
improvement of which said premises are a part. If any mechanics or other lien or
order for payment of money or any notice of intention to file a lien shall be
filed against the demised premises, or the building or improvement of which said
premises form a part, by reason of or arising out of any labor or material
furnished or alleged to have been furnished, or to be furnished to or for the
demised premises or any occupant thereof or for or by reason of any change,
alteration or the cost or expense thereof, or any contract relating thereto, or
against the interest of Landlord, Tenant at Landlord's direction shall cause the
same to be cancelled and discharged of record by bond or otherwise as allowed by
law at the expense of Tenant within ten (10) days after notice thereof; and
Tenant shall also defend on behalf of Landlord, at Tenant's sole cost and
expense, any action, suit or proceeding which may be brought thereon or for the
enforcement of such lien, liens, or orders, and Tenant will pay any damage and
satisfy and discharge any judgment entered thereon and save harmless Landlord
from any claim or damage resulting therefrom.
Any work performed at the demised premises by an outside contractor
must be performed with the prior written consent of the Landlord as well as
proper advance notice to the Landlord as to the scheduling of any such work.
Certificate of Insurance must be submitted to the office of the Landlord prior
to commencement of any work at the demised premises. The Certificate of
Insurance must set forth GCS Realty Co., Inc. d/b/a Royal Realty Company as an
additional insured.
54. All rental and additional rental shall be payable at the office of
the Landlord to the Landlord's designated agent, the Business Manager, currently
located at 00 Xxxx Xxxxxx Xxxxxx Xx., Xxxxxxx, Xxx Xxxx, without any set-off or
deduction whatsoever.
55. In the event that there is any dispute under the terms of this
lease (other than with regard to the payment of the rent reserved), or if there
is any disagreement as to its construction and effect, the parties hereto agree
that the tenant shall continue to pay the full fixed rental and additional
rental as hereinbefore provided without any offset or deduction whatsoever. The
tenant shall, under no circumstances, have the right of offset or counterclaim
with regard to the payment of fixed rent or any item of additional rent or to
withhold payment of all or any part thereof, all of which shall be due and
payable at once when due.
56. Rent payments, including additional rent, are due the first of
each month. If for any reason the payment is received later than the 10th of the
month, then a 10% late charge must accompany payment. If received later than the
15th of the month, then a 15% late charge must accompany the payment. If the
charge does not accompany the payment, then the Tenant will be deemed in arrears
the following month. The late charges will be considered as additional rent.
This provision shall also apply to any increase in the security as required by
this lease.
In the event that any check received for the payment of rent or
additional rent due under this lease is returned by the Tenant's bank for any
reason, insufficient or uncollected funds, then in that event, there shall be a
charge of $20.00 for any such returned check.
-28-
57. If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action of 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.
58. Intentionally Deleted.
59. Rent security will be increased and be payable on the first (1st)
day of each lease year in which the rent is increased so that the rent security
at all times will be equal to one months rent. Failure to pay the increase in
security as provided for herein when due shall be subject to the late payment
fees as provided in this lease.
At the termination of the lease, Landlord shall be entitled to deduct
from the security deposit, the Tenant's portion of the real estate taxes as
provided in Paragraph 40.
On execution of Lease, Tenant shall remit $2236.00 in additional
security on-hand will then total $4946.00 representing one month security.
60. Tenant shall not have the right to sublet all or part of the
demised premises. If the Tenant wishes to sublet the premises, the Tenant first
shall notify Landlord, in writing, specifying the name of the proposed
sub-tenant, the name and character of its business, the terms, including the
proposed rental charge, of the proposed sublease and current information as to
the financial responsibility and standing of the proposed sub-tenant and shall
provide Landlord with such other information as it reasonably requests. If the
proposed rent is greater than the base rent contained in this lease, the
landlord shall be entitled to receive 50% of any excess in rent above the base
rent. Tenant and the prospective sub-tenant shall execute an affidavit as to the
true rent. Any attempt to subvert this provision shall constitute a default
under the terms of this lease. Provided the Tenant complies with the above
requirements, the Landlord agrees not unreasonably to withhold its consent.
61. Any claim for brokerage commission for the leasing of the premises
shall be paid by the Tenant. In the event that there is any litigation
pertaining to broker's commission each of the parties shall be responsible for
their own legal fees and expenses in defense of any such action.
62. The failure of the Tenants to remove their fixtures or furniture
property at the termination of the term of this lease, or on Tenants otherwise
vacating the premises, shall be deemed an abandonment of said property at the
option of the Landlord.
-29-
63. Landlord shall have the right to enter upon the Premises at any
reasonable time for the purpose of inspecting the same, or of making repairs to
the Premises, or of making repairs, alterations or additions to adjacent
premises, or of showing the Premises to prospective purchasers, lessees or
lenders. Use of the roof above the Premises is reserved to Landlord. Tenant
shall not be allowed on the roof without Landlord's prior written consent.
64. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Landlord the demises, broom clean, in
good order and condition, ordinary wear excepted.
65. Tenant agrees that Landlord may amend, modify, delete or add new
and additional reasonable rules and regulations for the demise and care of the
premises, the building of which the premises are a part, provided they do not
impair the right to use and occupy the premises as intended.
66. Landlord reserves the right to promulgate rules and regulations
with respect to parking area by Tenants, Tenants' employees, and Tenants'
customers.
67. The building, of which the demised premises forms a part, shall be
open from 7:00 a.m. to 7:00 p.m. from Monday through Friday and from 8:00 a.m.
to 1:00 p.m. on Saturdays, National Holidays excepted. For the purpose of this
paragraph, National Holidays shall be, New Year's Day, Washington's Birthday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Thanksgiving
Friday, and Christmas.
68. The Tenant shall notify the Landlord prior to moving in or moving
out of the demised premises or, in the event that the Tenant expects a large
delivery which would necessitate the use of the elevator, for proper preparation
of the elevator for such use. In all such events, the moving hours shall be
Monday - Friday, between the hours 8:00 - 4:00 only. There shall be no moving in
or moving out on weekends.
Any damages to the elevator and/or building premises, shall be the
direct responsibility of the Tenant, notwithstanding the fact that the Tenant
may utilize the services of a third party and/or moving company.
69. Tenant will not use any part of the premises for the generation,
transport, storage or treatment of any hazardous or toxic materials.
-30-
70. Tenant shall comply with any recycling program imposed by any
municipalities having jurisdiction thereof.
71. (a) If, in connection with obtaining or renewing financing for the
Real Property, an institutional lender shall request modifications in this lease
as a condition to such financing, Tenant will not withhold, delay or defer its
consent thereto, provided that such modifications neither increase the monetary
obligations of Tenant nor decrease the size of the demised premises or the
services required to be provided by Landlord.
(b) Tenant agrees, within a reasonable time after being
requested, to submit such financial information as pertaining to monthly rental
and additional rent as may be reasonably required by Landlord's mortgagee(s).
72. Tenant acknowledges that possession of the demised premises must
be surrendered at the expiration or sooner termination of the term, time being
of the essence. Tenant shall indemnify, defend and save Landlord harmless
against all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, including reasonable attorney's fees and claims made by a
successor Tenant based upon the failure or refusal of Tenant to surrender the
demised premises in a timely fashion. The parties agree that the damage to
Landlord resulting from failure by Tenant to surrender possession of the demised
premises on a timely basis will be extremely substantial, will exceed the amount
of rent payable hereunder and will be impossible of accurate measurement. Tenant
shall pay Landlord, as liquidated damages for each month and for any portion of
a month during which Tenant holds over in the demised premises after expiration
or sooner termination of the term of this lease, a sum equal to 200% of the
average rent which was payable per month under this lease during the last 3
months of the term. Such liquidated damages shall not limit Tenant's
indemnification with respect to claims made by any succeeding Tenant founded
upon Tenant's failure or refusal to surrender the demised premises. Nothing
contained herein shall be deemed to authorize Tenant to remain in occupancy of
the demised premises after the expiration or sooner termination of the term. The
foregoing provisions of this paragraph are in addition to and do not affect
Landlord's rights of re-entry or any other rights of Landlord hereunder or as
otherwise provided by law.
73. Tenant shall not be permitted to maintain and operate a microwave
oven or any other cooking appliances or heating appliances at the demised
premises.
74. Tenant agrees to notify Landlord, in writing, within sixty (60)
days of the expiration of this lease as to whether or not Tenant intends to
renegotiate a new lease with the Landlord.
75. Landlord shall provide storage space in the basement area totaling
140 square feet in the basement at a cost of $116.67 per month.
-31-
RENT RIDER TO LEASE DATED DECEMBER 15, 1998
BY AND BETWEEN GCS REALTY CO., INC.
d/b/a ROYAL REALTY COMPANY
as Landlord, and
EDUCATIONAL VIDEO CONFERENCING, Inc.
as Tenant
The annual rent for Suite #200 (1628) and Suite #210 (845)shall be as follows:
-----------------------------------------------------------------------------
From 09/01/97 to 08/31/98 at the rate of $21,504.96 per annum
($1,792.08 per month);
From 09/01/98 to 08/31/99 at the rate of $22,440.00 per annum
($1,870.00 per month);
From 09/01/99 to 08/31/00 at the rate of $23,375.04 per annum
($1,947.92 per month);
From 09/01/00 to 08/31/01 at the rate of $24,309.96 per annum
($2,025.83 per month);
From 09/01/01 to 08/31/02 at the rate of $25,245.00 per annum
($2,103.75 per month).
December 15, 1998-November 30, 1999 Annually $59,352.00
Monthly $4,946.00
December 01, 1999-November 30, 2000 Annually $61,824.96
Monthly $5,152.08
December 01, 2000-November 30, 2001 Annually $64,298.04
Monthly $5,358.17
December 01, 2001-August 21, 2002 Annually $66,771.00
Monthly $5,564.25
-32-
