Exhibit 10.17 Lease Agreement with Parkway Associates
Exhibit 10.17 Lease Agreement with Parkway Associates
AGREEMENT OF LEASE, made this 13th day of March, 1998 by and
between PARKWAY ASSOCIATES, a New York State partnership, having offices at
00-00 00xx Xxxxxx, Xxxxxxx, Xxx Xxxx (hereinafter designated as "Landlord") and
STRATCOMM MEDIA, LTD., a Florida corporation having an office at 0000 Xxx Xxxx,
Xxxxxx Xxxx, XX (hereinafter designated as "Tenant")
WITNESSETH:
Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, in the building known as The Islandia Pavilion (hereinafter referred
to as the "Building"), and located on land (hereinafter referred to as the
"Land") at 1377 Long Island Motor Parkway, Islandia, Suffolk County, New York ,
containing approximately, without representation, 3650 rentable square feet
(subject to a 19% loss factor) on the third floor together with all fixtures and
equipment which at the commencement, or during the term of this Lease are
thereto attached (except items not deemed to be included constitute and are
hereby called "the demised premises"), Tenant shall have the non--exclusive
revocable use of all Common Areas as said term is hereinafter defined in Article
27.09, of the Land and Building (arid such other facilities as to which Tenant
is entitled pursuant to the terms hereof) approximately as shown on the plan or
plans or diagram or diagrams set forth on Exhibit "A" attached hereto and made a
part hereof (or incorporated by reference into this Lease as though physically
attached hereto); for a term of Five (5) years and one (1) month, commencing on
or about April 1, 1998 (the "Commencement Date") and ending on May 31, 2003 (the
"Termination Date") at an annual base rental rate as set forth on Schedule 1
annexed hereto and made a part hereof. Upon substantial completion of the
demised premises, Landlord and Tenant shall execute a commencement date
agreement (the "Commencement Date Agreement") setting forth the actual
Commencement Date of the term hereof, and the date Tenant shall commence paying
fixed annual. rent as specified in Article 50 hereof.
Tenant agrees to pay said fixed annual rent in lawful money
of the United-States, in equal monthly installments in advance on the first day
of each calendar month during said term, at the office of Landlord or such other
place in the United States of America as Lan~1ord may designate in writing,
without any setoff or deduction whatsoever. Should the obligation to pay rent
commence on any day other than the first day of a month, then the fixed rent f
or the unexpired portion of such month shall be adjusted and prorated on a per
diem basis.
The parties hereto, for themselves, their heirs, distributes,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:
ARTICLE 1
Rent
1.01. Tenant shall pay the fixed annual rent and additional
rent as above and as hereinafter provided, by good and sufficient check drawn on
a bank doing business in the State of New York which is a member of the New York
Clearing House or a successor thereto. All sums other than fixed annual rent
payable by Tenant hereunder shall be deemed additional rent and payable on
demand, unless other payment dates are hereinafter provided, and Landlord shall
have the same remedies with respect to a default in payment of any items of
additional rent as Landlord has with respect to a default in payment of fixed
rent. The first month's rent, irrespective of when the first (1st) month's rent
is due, shall be paid upon execution of the within Lease.
ARTICLE 2
Occupancy
2.01. Tenant may not use or occupy the demised premises as a
savings bank, state or Federal savings and loan association, commercial bank or
trust company, or any combination of uses incidental to the foregoing. Tenant
shall use and occupy the demised premises solely for general offices for Tenant,
its subsidiaries, related companies and divisions and permitted assignees and
subtenants, and for no other purpose.
ARTICLE 3
Alterations and Installations
3.01. Tenant shall make no alterations, installations,
additions or improvements in or to the demised premises without Landlord's prior
written consent, which consent in the case of non-structural changes, shall not
be. unreasonably withheld; all such work shall be done only by Landlord as
general contractor with contractors or mechanics approved by Landlord. All such
work, a1terations, installations, additions and improvements shall be done at
Tenant's sole expense and at such times and in such manner so as not to
unreasonably interfere with the peaceful enjoyment of the Building by other
tenants. Prior to commencement of such work, for all work over the sum of
$50,000, Tenant must obtain and file a Payment or Surety and Completion Bond
with Landlord, from a licensed surety company reasonably acceptable to Landlord.
3.02. Any mechanic's lien (a "Lien") filed against the demised premises or the
Building for work claimed to have been done for or materials claimed to have
been furnished to Tenant shall be discharged by Tenant at its expense within
thirty (30) days after
notice, by payment, filing of the bond required by law or otherwise. In the
event Tenant seeks to have the Lien discharged by bonding same, Tenant shall
make application within 15 clays after filing of the Lien to the Supreme Court
to remove the same and proceed thereafter with due., diligence to remove same.
In lieu of obtaining releases of the Lien, Tenant, at its option, may post with
Landlord a Payment Bond issued by a duly qualified bonding company as aforesaid
in a sum equal to 125% of the cost of the improvement.
303. All alterations, installations, additions and
improvements made and installed and paid for by Landlord shall become and be the
property of Landlord and shall remain upon and be surrendered with the demised
premises as a part thereof at the end of the term of this Lease, excluding
Tenant's modular work stations.
3.04. Al1 non--structural alterations, installations,
additions and improvements made and installed by Tenant, or at Tenant's expense,
upon or in the demised premises shall be removed at the end of the term of the
Lease at Tenant's expense and the demised premises restored by Tenant, and any
damages created thereby shall be repaired, all at Tenant's cost and expense.
3.05. Where furnished by or at the expense of Tenant all
furniture, furnishings and trade fixtures, including without limitation, murals,
business machines and equipment, counters, screens, grille work, special
panelled doors, cages, partitions, metal railings, closets, paneling, lighting
fixtures and equipment, drinking fountains, refrigerators, and any other movable
property shall remain the property of Tenant which Tenant may at its option
remove all or any part thereof at any time prior to the expiration of the term
of this Lease, provided all damage occasioned by such removal is repaired by
Tenant, at Tenant's sole cost and expense. In case Tenant shall decide not to
remove any part of such property, Tenant shall notify Landlord in writing not
less than three (3) months prior to the expiration of the term bf this Lease,
specifying the items of property which Tenant has decided not to remove, the
same shall be, deemed abandoned by Tenant and thereupon the same shall become
the property of Landlord, without payment or reimbursement to Tenant.
3.06. Tenant shall keep records of Tenant's alterations,
installations, additions and improvements, and the cost thereof. Tenant shall,
within 45 days after demand by Landlord, furnish to Landlord copies of such
records and cost if Landlord shall require same in connection with any
proceeding to reduce the assessed valuation of the Building, or in connection
with any proceeding instituted pursuant to Article 9 hereof.
3.07. During the
course of Tenant's alterations, Tenant (and all of its contractors and
subcontractors) will carry or cause to be carried adequate Worker's Compensation
Insurance, Builders Risk, Comprehensive General Liability and such other
insurance as may be required by law to be carried by Landlord or Tenant or
required by Article 40 hereof in connection with such construction, and such
insurance (except the Worker's Compensation Insurance) shall name Landlord,
Landlord's managing agent, and all mortgagees and ground lessors and such other
parties as Landlord shall designate as additional insureds.
3.08. "Structural Changes" shall mean changes affecting the
"structural elements" of the Building, which are the foundation, floor plate,
exterior or load--bearing walls, curtain wall, roof and the Building-wide
plumbing, electrical and the heating, ventilation and air conditioning systems
(the "HVAC System"), and changes requiring a change in the Certificate of
Occupancy applicable to the Building unless same shall have been specifically
authorized by Landlord on the following terms and conditions (i) the character
or use of the Building shall not be affected; (ii) the structural strength of
the Building shall not be weakened; and (iii) no part of the Building outside of
the demised premises shall be physically affected except as to Tenant's changes
specifically authorized by Landlord pursuant to this Lease.
3.09. Notwithstanding anything contained, elsewhere in this
Lease, if Tenant makes any alterations, installations, additions or
improvements, Tenant will comply with all of the following at Tenant's sole cost
and expense:
a) Tenant shall furnish Landlord with the plans of the
planned alterations prior to construction.
b) Tenant must furnish Landlord with an "as-built" plan upon
the completion of any work.
C) Tenant will obtain all governmental permits and pay all
applicable government fees.
d) Tenant will file appropriate plans with governmental
authorities, where applicable.
e) Tenant will perform all alterations in a good and
workmanlike manner in accordance with standards at least equivalent to the
standards prevailing in the building of which the demised premises form a part.
f) Tenant accepts full responsibility for any changes in
sprinklers, passages, legal exits, et cetera, which may be necessitated by such
alterations and shall not do any work which shall adversely affect the remainder
of the building of which the demised premises form a part.
g) Tenant shall not make any installation on or through the
roof, nor shall Tenant or Tenant's agents enter upon
the roof or place objects thereon without the specific written
permission of Landlord, who shall specify the time and Conditions under which
such entry may be obtained. Landlord may make such rules and regulations as they
reasonably deem appropriate to govern Tenant's use or access to the roof for any
purpose whatsoever.
ARTICLE 4
Repairs
4.01. Tenant shall, at its sole cost and expense and only
using Landlord as general contractor, make such repairs to the demised premises
and the fixtures and appurtenances therein necessitated by the act, omission,
occupancy, or negligence of Tenant (except fire or other casualty caused by
Tenant's negligence, if the fire or other casualty insurance policies insuring
Landlord are not invalidated by this provision) or by the use of the demised
premises in a manner contrary to the purposes for which same are leased to
Tenant, as and when needed to preserve them in good working order and condition.
Except as otherwise provided in Section 3.05 of this Lease, all damages or
injury to the demised premises and to its fixtures, appurtenances and equipment
or to the Building or to its fixtures, appurtenances and equipment caused by
Tenant moving property in or out of the Building or by installation or removal
of furniture, fixtures or other property, and for all of which aforesaid items,
Landlord has not been or will not be reimbursed by insurance, shall be repaired,
restored or replaced promptly by Tenant at its sole cost and expense, which
repairs restorations and replacements shall be in quality and class equal to the
original work or installations. If Tenant fails to make such repairs,
restorations or replacements, same may be made by Landlord at the expense of
Tenant and such expense shall be collectible as additional rent and shall be
paid by Tenant within 15 days after rendition of a xxxx therefor.
4.02. Tenant shall not place a load upon any floor of the
demised premises exceeding the floor load per square foot area which such floor
was designed to carry. and which is allowed by law.
0.00.Xxxxxxxx machines and mechanical equipment belorigin5 to Tenant which cause
vibration, noise, cold or heat that may be transmitted to the Building structure
or to any leased space to such a degree as to be reasonably objectionable to
Landlord or to any other tenant in the Building shall be placed and maintained
by Tenant at its expense in settings of cork, rubber or spring-type vibration
eliminators sufficient to absorb and prevent such vibration or noise, cold or
heat. The parties hereto recognize that the operation of elevators, air
conditioning and heating equipment will cause some vibration, noise, heat or
cold which may be transmitted to other parts of the Building and demised
premises. Landlord shall be under no obligation to endeavor to reduce such
vibration, noise, heat or cold beyond what is customary in a first class office
such as the Building.
4.04. There shall be no allowance to Tenant for a diminution
of rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from the making of any
repairs, alterations, additions or improvements in or to any portion of the
Building or the demised premises or in or to fixtures, appurtenances or
equipment thereof.
4.05. Landlord, at its sole cost and expense, shall maintain
and make all necessary Structural Changes to the structural elements of (i) the
Building and the demised premises, and (ii) the Common Areas, hereinafter
defined in Section 27.11, except that: (a) Landlord shall not be responsible for
the maintenance, repair or replacement of any such systems including but not
limited to supplemental heating, ventilating and air conditioning, electric,
plumbing including bathrooms and kitchens which are located within the demised
premises and are supplemental or special to the Building standard systems,
whether installed pursuant to this Lease or otherwise; and (b) the cost of
performing any of said maintenance or repairs caused by the negligence of
Tenant, its employees, agents, servants, or invitees or the failure of Tenant to
perform its obligations under this Lease, shall be paid by Tenant, except to the
extent of insurance proceeds, if any, actually collected by Landlord with regard
to the damage necessitating such repairs; and (c) Landlord shall not be
responsible for the repair of any floor coverings located in the demised
premises. Landlord shall also not be responsible for the repair or maintenance
of any electric lighting (including but not limited to tubes, bulbs, ballasts)
and any wall finish or covering within the demised premises.
ARTICLE 5
Requirements of Law; Fire Insurance
5.01. Tenant, at its expense, shall comply with all law,
orders and regulations of Federal, State, County and Municipal authorities, and
with any direction of any public officer or officers, pursuant to law, which
shall impose any violation, order or duty upon Landlord or Tenant with respect
to the demised premises; or the use or occupation thereof.
5.02. Tenant shall not do or permit to be done any act or
thing upon the Building, which will invalidate or be in conflict with New York
Standard Fire insurance policies covering the Building, and fixtures and
property therein, or which would increase the rate of fire insurance applicable
to the Building to an amount higher than it otherwise would be; and Tenant shall
neither do nor permit to be done any act or thing upon the Land and Building
which shall or might subject Landlord to any liability or responsibility for
injury to any person or persons or to property
by reason of any business or operation being carried on upon
the Building; but nothing in this Section 5.02 shall prevent Tenant's use of the
demised premises for the purposes stated in Article 2 hereof.
5.03. If, as a result of any act or omission by Tenant or
violation of this Lease, the rate of fire insurance applicable to the Building
shall be increased to an amount higher than it otherwise would be, Tenant shall
reimburse Landlord for all increases of Landlord's fire insurance premiums so
caused; such reimbursement to be additional rent payable upon the first day of
the month following any outlay by Landlord for such increased fire insurance
premiums. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make up" of rates for the Building or demised premises issued by
the body making fire insurance rates, shall be presumptive evidence but not
conclusive of the facts therein stated and of the several items and charges in
the fire insurance rate than applicable to said Building.
5.04. Tenant shall not use or suffer the demised premises. to
be used in any manner so as to create an environmental violation or hazard, nor
shall Tenant cause or suffer to be caused any chemical contamination or
discharge of a substance of any nature which is noxious, offensive or harmful or
which under any law, rule or regulation of any governmental authority having
jurisdiction constitutes Hazardous Materials as hereinafter defined.
5.05. Tenant shall also immediately notify Landlord in
writing of any environmental concerns of which Tenant is or becomes aware and
which are raised by any private party or government agency with regard to
Tenant's business or the demised premises. Tenant shall also notify Landlord
immediately of any hazardous waste spills at the demised premises and of any
other Hazardous Materials of which Tenant becomes aware.
5.06. Not in limitation of the generality of the foregoing,
but as additional covenants, Tenant specifically agrees that (i) Tenant shall
not generate, manufacture, refine, transport, treat, store, handle, dispose or
otherwise deal with any hazardous substances or hazardous waste as now or
hereafter defined by applicable law; and (ii) Tenant shall defend, indemnify and
hold Landlord harmless against any liability, loss, cost or expense, including
reasonable attorneys' fees and costs (whether or not legal action has been
instituted) incurred by reason of the existence of or any failure by Tenant to
comply with any environmental law now or hereafter in effect.
5.07. As used herein, the term "Hazardous Materials" means
and includes all potentially hazardous materials, including without limitation
radon, asbestos and asbestos containing materials.
5.08. Tenant covenants arid agrees that at any and all times during the term of
this Lease it shall be responsible for compliance with any federal, state,
county, local, or municipal law (including without limitation Local Law 76, as
same now exists or may hereafter be amended, if the Building is located in New
York City), statute, ordinance, code, regulation or administrative
recommendation pertaining to Hazardous Materials (including without limitation
any requirements pertaining to the cleanup, removal, and/or encapsulation of any
Hazardous Materials that may be in or at the demised premises or may have
emanated therefrom). Tenant shall, at its sole cost and expense, undertake any
and all steps which may be required for compliance as aforesaid regardless of
whether Tenant had installed said Hazardous Materials or that same existed at
the demised premises prior to Tenant's occupancy of same. In addition, Tenant
shall be solely responsible for restoring and repairing any damage to the
demised premises caused by or resulting from such compliance, e.g. the
replacement of any ceiling tiles or insulation with comparable products not
containing any Hazardous Materials.
5.09. Tenant shall indemnify and save harmless the Landlord, Landlord's agents,
servants, and employees, from and against all claims and demands whether for
injuries to persons or loss of life, or damage to property, related to or
arising in any manner whatsoever out of the clean-up, removal and/or
encapsulation of Hazardous Materials provided same is occasioned wholly or in
part by any act or omission of (or failure to comply with legal requirements by)
Tenant, its agents, contractors, employees, servants and licensees. In the event
Landlord shall, without fault on its part, be made a party to any litigation or
administrative proceedings commenced by or against Tenant, then Tenant shall
protect and hold Landlord harmless and shall pay all costs, expenses and
reasonable attorneys fees incurred or paid by Landlord in connection with such
litigation.
5.10. Notwithstanding anything herein to the contrary, Tenant shal1 file no
documents or take any other action under this Article without Landlord's prior
written approval thereof, and Landlord shall also have the right to file such
documents or take such action instead or on behalf of Tenant (but still at
Tenant's sole cost and expense),: and Tenant shall cooperate with Landlord in so
doing. Tenant shall also (i) furnish Landlord with copies of any documents filed
by Tenant pursuant to any environmental law; (ii) permit Landlord to be present
at any inspection, on or off site, and at any meetings and substances dealt with
by Tenant at the demised premises, as well as any additional information
available to Tenant for government filings or determinations as to whether there
has been compliance with an environmental law.
5.11. Landlord shall also have the right to enter the demised premises at any
time to conduct tests to discover the facts of any alleged or potential
environmental problem. In the event Tenant fails to comply as aforesaid with the
clean-up, removal, and/or encapsulation of Hazardous Materials when so required
within the period of time permitted or promulgated, then in such event Landlord
may undertake said work, but shall not be obligated to do so. Should Landlord
undertake said work required by Tenant as aforesaid, then in such event,
Landlord shall render a statement to Tenant for the cost and expenses of
undertaking said work plus a charge of twenty (20%) percent for administrative
costs and expenses, which statement shall be paid by Tenant as Additional Rent
within ten (10) days of receipt thereof. Failure of Tenant to undertake
compliance as aforesaid shall constitute a material default under this Lease for
which Landlord shall have all rights and remedies, including without limitation
the right to terminate this Lease and the right to hold Tenant responsible for
the entire cost of compliance as aforesaid and for all of Landlord's damages
resulting from Tenant's failure to so comply.
5.12. The provisions of this Article shall survive the
expiration or earlier termination of this Lease, and the Tenant shall require
any permitted assignee or sub--lessee of the demised premises to agree expressly
in writing to comply with all the provisions of this Article.
ARTICLE 6
Subordination
6.01. 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 form a part, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
This clause shall be self-operative and no further instrument of subordination
shall be required by any mortgagee. In confirmation of such subordination,
Tenant shall execute promptly any certificate that Landlord may reasonably
request.
ARTICLE 7
Loss, Damage, Reimbursement, Liability etc.
7.01. Landlord or its agents shall not be liable for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the Building, or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, unless any of the foregoing shall be caused by or
due to the negligence, breach of guarantees, act or omissions of Landlord, its
agents, servants or employees.
7.02. Tenant shall reimburse Landlord for all expense, damages
or fines incurred or suffered by Landlord, and for which Landlord has not been
or will not be reimbursed by insurance, by reason of any breach, violation or
nonperformance by Tenant, or its agents, servants or employees, of any covenant
or provision of this Lease, or by reason of damage to persons or property caused
by moving property of or for Tenant in or out of the Building, or by the Tenant
or by reason of or arising out of the carelessness, negligence or improper
conduct of Tenant, or its agents, servants or employees in the use or occupancy
of the demised premises.
7.03. Tenant shall give Landlord notice in case of fire or
accidents in the demised premises promptly after Tenant is aware of such event.
7.04. Tenant agrees to look solely to Landlord's estate and
interest the Land and Building, or the Lease of the Building, and the demised
premises, for the satisfaction of any right or remedy of Tenant for the
collection of a judgment (or other judicial process) requiring the payment of
money by Landlord, in the event of any liability by Landlord hereunder, and no
other property or assets of Landlord shall be subject to levy, execution,
attachment, or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder, or Tenant's use and occupancy of the demised premises, or for
any other liability of Landlord to Tenant. In the event the Landlord shall sell
or transfer title to the Building and there is an outstanding claim by the
Tenant against the Landlord at the time of the transfer, the Tenant's existing
claim will follow the proceeds of the sale of the Building.
7.05. Each party hereby releases the other party (which term
as used in this paragraph includes the employees, agents, officers and directors
of the other party) from all liability whether for negligence or otherwise, in
connection with loss covered by any insurance policies which the releasor
carries with respect to the demised premises or any interest or property therein
or, thereon (whether or not such insurance is required to be carried under this
Lease), but only to the extent that such loss is collected under said insurance
policies. Such release is also conditioned upon the inclusion in the policy or
policies of a provision whereby any such release shall not adversely affect said
policies or prejudice any right of the releasor to recover thereunder. Each
party agrees that its insurance policies, aforesaid, will include such a
provision so long as the same shall be obtainable without extra cost, or if
extra cost shall be charged therefor, each party shall advise the other thereof
of the amount of the extra cost, and the other party, at its election, may pay
the same, but shall not be obligated to do so.
ARTICLE 8
Destruction - Fire or Other Cause
8.01. If the demised premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord and this Lease shall continue in full force and effect except as
hereinafter set forth.
8.02. If the demised premises are partially damaged or
rendered partially unusable by fire or other casualty, the damages thereto shall
be repaired by and at the expense of Landlord and the rent, until such repair
shall be substantially completed, shall be apportioned from the day following
the casualty according to the part of the demised premises which is usable.
8.03. If the demised premises are totally damaged or rendered
wholly unusable by fire or other casualty, then the rent shall be
proportionately paid up to the time of the casualty and thenceforth shall cease
until the date when the demised premises shall have been repaired and restored
by Landlord, subject to Landlord's right to elect not to restore the same as
hereinafter provided.
8.04. If the demised premises are rendered wholly unusable or
(whether or not the demised premises are damaged in whole or part) if the
Building shall be so damaged that Landlord shall decide to demolish it or not to
rebuild it, then, in any of such events Landlord may elect to terminate this
Lease by written notice to Tenant, given within 90 days after such fire or
casualty, specifying a date for the expiration of this Lease, which date shall
not be more than 60 days after the giving of such notice, and upon 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 demised
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 rent paid for periods
subsequent to such date shall be returned to Tenant.
Unless Landlord shall serve a termination notice as provided
for herein, Landlord shall make the repairs and restorations under the
conditions of 8.02 and 8.03 hereof, with all reasonable diligence, subject to
delays due to adjustment of insurance claims, labor troubles and causes beyond
Landlord's control. After any such casualty, Tenant shall cooperate with
Landlord's restoration by removing from the demised premises as promptly as
reasonably possible, all of the Tenant's salvageable inventory and movable
equipment, furniture, and other property. Tenant's liability for rent shall
resume five (5) days after written notice from Landlord that the demised
premises are substantially ready for Tenant's occupancy. o1
8.05. No damages, compensation or claim shall be payable by Landlord to Tenant
for inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the demised premises or of the Building.
8.06. Nothing contained hereinabove shall relieve Tenant from liability that may
exist as a result of damage from fire or other casualty. Notwithstanding the
foregoing, each party shall look first to any insurance in its favor before
making any claim against the other party f or 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, Landlord and Tenant
hereby releases and waives all right of recovery against the other or anyone
claiming through or under each of them by way of subrogation or otherwise. 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 benefitting
from the waiver shall pay such premium within ten (10) 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 Landlord will not carry
insurance on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same.
8.07. Tenant hereby waives the provisions of Section 227 of the Real Property
Law of the State of New York and agrees that the provisions of this Article
shall govern and control in lieu thereof.
ARTICLE 9
Eminent Domain
9.01. In the event that the whole of the demised premises
shall be lawfully condemned or taken in any manner for any public or
quasi--public use or purpose, this Lease and the term and estate hereby granted
shall forthwith cease and terminate as of the date of vesting of title
(hereinafter referred to as the "date of taking"), and Tenant shall have no
claim against Landlord for, or make any claim for, the value of any expired term
of this Lease, and the rent and additional rent shall be apportioned as of such
date.
9.02. In the event that any part of the demised premises shall be so condemned
or taken, then this Lease shall be and remain unaffected by such condemnation or
taking, except that the rent and additional rent allocable to the part so taken
shall be apportioned as of the date of taking, provided, however, that Tenant
may elect to cancel this Lease if any portion of the demised premises shall be
so condemned or taken, provided such notice of election is given by Tenant to
Landlord not later than thirty (30) days after the date when Landlord notifies
Tenant of the date that title shall vest or has vested in the condemning
authority. Upon the giving of such notice, this Lease shall terminate on the
thirtieth day following the date of such notice by Tenant. Upon such partial
taking and this Lease continuing in force as to any part of the demised
premises, the rent and additional rent shall be diminished by an amount
representing the part of said rent and additional rent properly applicable to
the portion or portions of the demised premises which may be condemned or taken.
If as a result of the partial taking (and this Lease continuing in force as to
the part of the demised premises not so taken), any part of the demised premises
not taken is damaged, Landlord agrees with reasonable promptness to commence the
work necessary to restore the damaged portion to the condition existing
immediately prior to the taking, and prosecute the same with reasonable
diligence to its completion.
9.03. Nothing hereinabove provided shall preclude Tenant from
appearing, claiming, proving and receiving in the condemnation proceeding,
Tenant's moving expenses, and the value of Teniant1s fixtures, or Tenant's
alterations, installations and improvements which do not become part of the
Building or property of Landlord, provided such claims do not diminish
Landlord's award.
9.04. In the event that more than twenty-five (25%) per cent of the demised
premises shall be so taken and Tenant shall not have elected to cancel this
Lease as above provided, the entire award for partial taking shall be paid to
Landlord, and Landlord, at Landlord's own expense, shall to the extent of the
net proceeds (after deducting reasonable expenses including attorneys' and
appraisers' fees)of the award restore the unaffected part of the Building to
substantially the. same condition and tenantability as existed prior to the
taking. Until said unaffected portion is restored, Tenant shall be entitled to a
proportionate abatement of rent for that portion of the demised premises which
is being restored and is not usable until the completion of the restoration or
until the said portion of the demised premises is used by Tenant, whichever is
sooner. Said unaffected portion shall be restored within a reasonable time but
not more than six (6) months after the taking `provided, however, if Landlord is
delayed by strike, lockout, the elements, or other causes beyond Landlord's
control, the time for completion shall be extended for a period equivalent to
the delay. Should Landlord fail to complete the restoration within the said six
(6) months or the time as extended, Tenant may elect to cancel this, Lease and
the term hereby granted in the manner and with the same results as set forth in
the next two sentences of this Section 9.04. If such partial taking shall occur
in the last two years of the term hereby granted, either party, irrespective of
the area of the space remaining, may elect to cancel this Lease and the term
hereby granted, provided such party shall, within thirty (30) days after such
taking, give notice to that effect, and upon the giving of such notice, the rent
shall be apportioned and paid to the date of expiration of the term specified
and this Lease and the term hereby granted shall cease, expire and come to an
end upon the expiration of said thirty days specified in said notice. If either
party shall so elect to end this Lease and the term hereby granted, Landlord
need not restore any part of the demised premises and the entire award for
partial condemnation shall be paid to Landlord, and Tenant shall have no claim
to any part thereof, except as to the items set forth in Section 9.03 where same
are applicable.
9.05. In the event all or any part of the demised premises
shall be'-taken for a temporary use or occupancy, (a) the Lease term shall not
be reduced or affected in any way except as provided in (d) below, (b) Tenant
shall continue to be responsible for all of its obligation hereunder and shall
continue to pay all rents and additional rents when due, (c) Tenant shall be
entitled to receive that portion of the award which represents reimbursement for
the cost of restoration of the demised premises, compensation for the use and
occupancy of the demised premises and for any taking of Tenant's property,
except that, if the temporary period of taking shall extend beyond the
expiration of the term of this Lease, the portion of the award representing
compensation for the use and occupancy of the demised premises shall be
apportioned between Landlord and Tenant as of said expiration date of said term
and Landlord shall receive that portion of the award which represents
reimbursements for the cost of restoration of the demised premises, and (d) if
the date of taking shall occur during the last three (3) years of the term of
this Lease, Tenant may elect to cancel this Lease by notice of election given by
Tenant to Landlord not later than thirty (30) days after the date when Landlord
notifies Tenant of the date that title shall vest or has vested in the
condemning authority. Upon the giving of such notice, this Lease shall terminate
on the thirtieth day following the date of such notice and the rent and
additional rent shall be apportioned as of such termination date, with Landlord,
and not Tenant, to receive the portion of the award which represents
reimbursement for the cost of restoration of the demised premises and the
portion of the award representing compensation for the use and occupancy of the
demised premises for the time subsequent to the cancellation date.
9.06. In the event more than one-third (1/3) of the parking
spaces shall be so condemned or taken which parking spaces formulate part of the
overall Land, and the Landlord is not able to provide on-premises parking equal
to two--thirds (2/3) of the original parking areas, then in that event the
Tenant may elect to cancel this Lease and the terms hereby granted in accordance
with
the provisions of Section 9.02 applicable to condemnation of more than
twenty--five (25%) percent of the demised premises. Landlord shall give notice
to Tenant within sixty (60) days of the date of such taking as to whether or not
Landlord will in fact restore sufficient parking facilities as herein set forth.
Neither Tenant nor Tenants' employees, agents, servants or visitors shall use
parking spaces reserved for other tenants.
ARTICLE 10
Assignment and Subletting
10.01. Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
expressly covenants that it shall not assign, mortgage or encumber this Lease,
nor underlet, or suffer or permit the demised premises or any part thereof to be
used or occupied by others, without the prior written consent of Landlord in
each instance. If this Lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, undertenant or occupant, and
apply the net amount collected to the rent herein reserved, but no assignment,
underletting, occupancy or collection or the acceptance of the assignee,
undertenant or occupant as tenant, shall be deemed a waiver of the provisions
hereof or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. Tenant shall remain liable
under this Lease. The consent by Landlord to an assignment or underletting shall
not in any wise be construed to relieve Tenant from obtaining the express
consent in writing of Landlord to any further assignment or underletting. In no
event shall any permitted sublessee assign or encumber its sublease or further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet space or any part thereof to be used or occupied by others, without
Landlord's prior written consent in each instance.
10.02. If Tenant desires to assign this Lease or to sublet
all or any portion of the demised premises, it shall first submit in writing to
Landlord the description of the space and the terms for which Tenant intends to
assign or sublease and shall offer in writing, (i) With respect to a prospective
assignment, to assign this Lease. to Landlord without any payment of monies or
other consideration thereof or, or, (ii) with respect to prospective subletting,
to sublet to Landlord or its designee the portion of the demised premises
involved ("Leaseback Area") for the term intended by Tenant in its offer and at
the lower of (a) Tenant's proposed subrental or (b) at the same rate of fixed
rent and additional rent and otherwise on the same terms, covenants and
conditions (including provision relating to escalation rents), as are contained
herein and as are applicable to the portion of the demised premises to be
covered by such subletting. The offer shall specify the date when the Leaseback
Area will be made available to Landlord which date shall be in no event earlier
than sixty (60) days nor later than one hundred eighty (180) days following the
acceptance of the offer by the Landlord. If an offer of sublease is made, it
shall in addition specify the duration of the term of the proposed sublease as
fixed by Tenant, except that if the proposed sublease will result in all or
substantially all of the demised premises being sublet, then Landlord shall have
the option to extend the term of this sublease to the term of the underlying
Lease, less one day. Landlord shall have a period of fifteen (15) days from the
receipt of such offer to either accept or reject the same. If Landlord shall
accept such offer Tenant shall then execute and deliver to Landlord, or to
anyone designated or named by Landlord of reasonable credit standing, an
assignment or sublease, as the case may be, in either case in a form reasonably
satisfactory to Landlord's counsel.
If a sublease is so made to Landlord or its
designee, it shall expressly:
(a) permit Landlord to make further subleases of all or any
part of the Leaseback Area and (at no cost or expense to Tenant) to make and
authorize any and all changes, alterations, installations and improvements in
suoh space as Landlord may deem necessary for such subletting, at Landlord's
expense;
(b) provide that Tenant will at all times permit reasonably
appropriate means of ingress to and egress from the Leaseback Area;
(c) negate any intention that the estate created under such
sublease be merged with any other estate held by either of the parties;
(d) provide that Landlord shall accept the Leaseback Area
"as is" except that Landlord, at Tenant's-expense, shall perform all such work
physically to separate the Leaseback Area from the remainder of the demised
premises and to permit lawful occupancy, it being intended that Tenant shall
have no other cost or expense in connection with the subletting of the Leaseback
Area;
(e) provide that at the expiration or sooner termination of
the term of such sublease Tenant will accept the Leaseback Area~ in its then
existing condition, subject to the obligations of Landlord to make such repairs
thereto as may be necessary to preserve the Leaseback Area in good order and
condition, ordinary wear and tear expected.
Landlord shall indemnify,and save Tenant harmless from all
obligations under this Lease as to the Leaseback Area during
the period of time it is so sublet. For the purposes of this clause, Landlord
shall be deemed to be any successor or person or persons in interest.
Performance by Landlord, or its designee, under a sublease of the Leaseback Area
shall be deemed performance by Tenant of any similar obligation contained in
this Lease, and Tenant shall not be liable for any default under this Lease or
deemed to be in default hereunder if such default is occasioned by or arises
from any act or omission of the Tenant under such sublease or is occasioned by
or arises from any act or omission of any occupant holding under or pursuant to
any such sublease.
10.03. If Landlord shall not have accepted Tenant's offer, as
provided in Section 10.02, then Landlord will not unreasonably withhold or delay
its consent to Tenant's request for consent to such assignment or subletting.
Any such consent of Landlord shall be subject to the terms of this Article and
conditional upon there being no default by Tenant and Tenant shall not have
received any notice of default that is not cured, beyond any applicable grace
period, under anyof the terms, covenants and conditions of this'Lease at the
time that Landlord's consent to any such subletting or assignment is~ requested
and on the date of the commencement of the term of any such proposed sublease or
the effective date of any such proposed assignment. In the event Tenant does not
successfully sublet or assign the space so designated in 10.02 within six (6)
months, then the Landlord's rights in 10.02 shall re-occur before Tenant may
sublet or assign such space.
10.04. If Tenant requests Landlord's consent to a specific
assignment or subletting, it shall submit in writing to Landlord (which writing
shall be in addition to the writing required pursuant to Section 10.02 hereof)
(1) the name and address of the proposed assignee or sublessee, (ii) a
counterpart of the proposed agreement or assignment or sublease, (iii)
reasonably satisfactory information as to the nature and character of the
business of the proposed assignee or sublessee, and as to the nature of its
proposed use of the space, and (iv) banking, financial or other credit
information relating to the proposed assignee or sublessee reasonably sufficient
to enable Landlord to determine the financial responsibility and character of
the proposed assignee or sublessee. The proposed sublessee must have a net worth
equal to or in excess of the net worth of Tenant.
10.05. Upon receiving Landlord's written consent, a duly
executed copy of the sublease or assignment shall be delivered to Landlord
within ten (10) days after execution thereof. Any such sublease shall provide
that the sublessee shall comply with all applicable terms and conditions of this
Lease to be performed by the Tenant hereunder. Any such assignment of Lease
shall contain an assumption by the assignee of all, of the terms, covenants and
conditions of this Lease to be performed by the Tenant.
notwithstanding
(a) Tenant shall not advertise (but may list with brokers)
its space for assignment or subletting at a rental rate lower than the rental
rate then being paid by Tenant to Landlord.
(b) The transfer of a majority of the issued and outstanding
capital stock of any corporate tenant or subtenant of this Lease or a majority
of the total interest in any partnership tenant or subtenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Lease. The
transfer of outstanding capital stock of any corporate tenant, for purposes of
this Article, shall not include sale of such stock by persons other than those
deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as
amended, and which sale is effected through "over-the-counter market" or through
any recognized stock exchange. In no event shall there be an assignment to a
"shell" corporation - said assignment must be to the operating entity.
(c) No assignments or subletting shall be made:
(1) To any person or entity which shall at that time be a
tenant, subtenant or other occupant of any part of the Building of which the
demised premises form a part, or any person or entity who has been dealing or
negotiating with (or has previously dealt or negotiated with) the Landlord or a
broker for space in the Building, or any person or entity with whom Landlord has
been in negotiations during the preceding one (1) year for any space in any
Building owned or managed by Landlord or its representatives.
(ii) By the legal representatives of Tenant or by any person
to whom Tenant's interest under this Lease passes by operation of law, except in
compliance with the provisions of this Article;
(iii) To any person or entity for the conduct of business
which is not in keeping with the standards and the general character of the
Building of which the demised premises form a part.
(iv) To any person or entity for the practice of medicine in
any field.
10.07. Tenant may, with Landlord's prior written consent, which consent shall
not be unreasonably withheld, assign or transfer its entire interest in this
Lease and the leasehold estate hereby created or sublet the whole of the demised
premises to a successor corporation of Tenant (as hereinafter defined);
provided, however, that (i) Tenant shall not be in default in any of the terms
of this Lease, (ii) the proposed occupancy shall not increase the office
cleaning requirements or impose an extra burden upon the building equipment or
building services and (iii) the proposed subtenant or assignee shall not be
entitled, directly or indirectly, to diplomatic or sovereign immunity and shall
be subject to the service of process in, and the jurisdiction of the courts of
New York State. A "successor corporation", as used in this Article 10 shall mean
(a) a corporation into which or with which Tenant, its corporate successors or
assigns, is merged or consolidated, in accordance with applicable statutory
provisions for the merger or consolidation of corporations, or (b) a corporation
acquiring this Lease and the term hereof and estate hereby granted, and the
goodwill and all or substantially all of the other property and assets (other
than capital stock of such acquiring corporation) of Tenant, its corporate
successors or assigns, and assuming all or substantially all of the liabilities
of Tenant, its corporate successors and assigns, or (c) any corporate successor
to a successor corporation becoming such by either of the methods described in
subdivisions (a) and (b) above; provided that, immediately after giving effect
to any such merger or consolidation, or such acquisition and assumption, as the
case may be, the corporation surviving such merger or created by such
consolidation or acquiring such assets and assuming such liabilities, as the
case may be, shall have assets, capitalization and a net worth, as determined in
accordance with generally accepted accounting principles, at least equal to the
assets, capitalization and net worth, similarly determined, of Tenant, its
corporate successors or assigns, immediately prior to such merger or
consolidation or such acquisition and assumption, as the case may be. The
acquisition by Tenant, its corporate successors or assigns, of all or
substantially all of the assets, together with the assumption of all or
substantially all of the obligations and liabilities of any corporation, shall
be deemed to be a merger for the purposes of this Article.
10.08. In the event that Tenant sells, sublets, assigns or
transfers this Lease and at anytime receives periodic rent and/or other
consideration which exceeds that which Tenant would at that time be obligated to
pay to Landlord, Tenant shall pay to Landlord 50% of the gross increase,
exclusive of the costs of any improvements, in such rent as such rent is
received by Tenant and 50% of any other consideration received by Tenant for
such subtenant of any other consideration received by Tenant from such subtenant
in connection with such sublease or in the case of an assignment of this Lease
by Tenant, Landlord shall receive 50% of any consideration paid to Tenant by,
such assignee in connection with such assignment.
Access to Demised Premises
11.01. Tenant shall permit Landlord to erect, use and maintain pipes, ducts and
conduits in and through the demised premises, provided the same are installed
concealed behind walls and ceilings of the demised premises and are installed by
such methods and at such locations as will not materially interfere with or
impair Tenant's layout or use of the demised premises or damage the appearance
thereof. Landlord or its agents or designees shall have the right, upon
reasonable notice, but only upon request made to Tenant or any authorized
employee of Tenant at the demised premises to enter the demised premises, other
than vaults or other enclosures where money, securities or other valuables or
confidential documents are kept, at reasonable times during business hours, for
the making of such repairs or alterations as Landlord shall be required or shall
have the right to make by the provisions of this Lease or any other lease in the
Building and, subject to the foregoing, shall also have the right to enter the
demised premises for the purpose of inspecting them or exhibiting them to
prospective purchasers or lessees of the entire Building or to prospective
mortgagees of the fee or of the Landlord's interest in the property of which the
demised premises are a part or to prospective assignees of any such mortgages or
to the holder of any mortgage on the Landlord's interest in the property, its
agents or designees. Landlord shall be allowed to take all material into and
upon the demised premises that may be required for the repairs or alterations
above mentioned as the same is required for such purpose without the same
constituting an eviction of Tenant in whole or in part, and the rent reserved
shall in no wise xxxxx, except as otherwise provided in this Lease, while said
repairs or alterations are being made, by reason of loss or interruption of the
business of Tenant because of the prosecution
of any such work, provided Landlord shall exercise reasonable
diligence so as to minimize the disturbance.
11.02. Landlord may, upon reasonable notice to the Tenant,
during the six (6) months prior to the expiration of the term of this Lease,
exhibit the demised premises to prospective tenants.
I1.03. If Tenant shall not be personally present to open and
permit an entry into the demised premises at any time when for any reason an
entry therein shall be urgently necessary by reason of fire or other emergency,
Landlord or Landlord's agents may forcibly enter the same without rendering
Landlord or such agents liable therefor (if during such entry Landlord or
Landlord's agents shall accord reasonable care to Tenant's property) and without
in any manner affecting the obligations and covenants of this Lease.
Certificates of Occupancy
12.01. Tenant will not at any time use or occupy the demised
premises in violation of the certificate of occupancy issued for the Building.
Landlord represents that the certificate of occupancy for the Building permits
the use of the demised premises for the purposes specified in this Lease.
Landlord will make no changes in the Building which would result in a change in
the certificate of occupancy which prevents Tenant from using the demised
premises for the purposes specified in this Lease.
ARTICLE 13
Bankruptcy
13.01. Subject to the provisions of Section 13.03 and the
applicable bankruptcy statutes, if at any time prior to the date herein fixed as
the commencement of the term of this Lease there shall be filed by or against
Tenant in any court pursuant to any statute either of the United States or of
any State a petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or a trustee of all or a portion of Tenant's
property, or if Tenant makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement with creditors, this Lease shall
ipso facto be cancelled and terminated, In which event neither Tenant nor any
person claiming through or under Tenant or by virtue of any statute or of an
order of any court shall be entitled to possession of the demised premises and
Landlord, in addition to the other rights and remedies given by Section 13.04
hereof and by virtue of any other provision herein or elsewhere in this Lease
contained or by virtue of any statute of rule of law, may retain as liquidated
damages any rent, security, deposit or monies received by it from Tenant or
others in behalf of Tenant upon the execution thereof.
13.02. Subject to the provisions of Section 13.03, if at the
date fixed as the commencement of the term of this Lease or if at any time
during the term hereby demised there shall be filed by or against Tenant in any
court pursuant to any statute either of the Unite1d States or of any State a
petition in bankruptcy or insolvency or for. reorganization of the appointment
of a receiver or trustee of all or a portion of Tenant's property, or if Tenant
makes an assignment for the benefit of creditors, or petitions for or enters
into an arrangement with creditors, Landlord may at Landlord's option, serve
upon Tenant or any such trustee, receiver, or assignee, a notice in writing
stating that this Lease and the term hereby granted shall cease and expire on
the date specified in said notice, which date shall be not less than ten (10)
days after the serving of said notice and this Lease and the term hereof shall
then expire on the date so specified as if that date had originally
been fixed in this Lease as the expiration date of the terra herein granted.
Thereupon, neither Tenant nor any person claiming through or under Tenant by
virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the demised premises but shall
forthwith quit and surrender the demised premises, and Landlord, in addition to
the other rights and remedies Landlord has by virtue of any other provision
herein or elsewhere in this Lease contained or by virtue of any statute or rule
of law, may retain as liquidated damages any rent, security, deposit or monies
received by it from Tenant or others in behalf of Tenant.
13.03. In the event that at any times mentioned in either
Sections 13.01 and 13.02 there shall be instituted against Tenant an involuntary
proceeding for bankruptcy, insolvency, reorganization or any other relief
described in Sections 13.01 or
13.02, Tenant shall have ninety (90) days in which to vacate
or stay the same before this Lease shall terminate or before Landlord shall have
any right to terminate this Lease, provided the rent and additional rent then in
arrears, if any, are paid within fifteen (15) days after the institution of such
proceeding, and further provided that the rent and additional rent which shall
thereafter become due and payable are paid when due, and Tenant shall not
otherwise be in default in the performance of the terms and covenants of this
Lease.
13.04. In the event of the termination of this Lease pursuant
to Sections 13.01, 13.02 or 13.03 hereof, Landlord 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 then fair arid reasonable rental value of the demised
premises for the same period. If the demised premises or any part thereof be
re-let by Landlord for the unexpired term of this 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 prima
fade evidence of the fair and reasonable rental value for the part or the whole
of the premises so re-let during the term of the reletting. Nothing herein
contained shall be limit or prejudice the right of...Landlord 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, and
governing the proceedings +/-`n 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
14.01. If Tenant defaults in fulfilling any of the covenants
of this Lease, including the payment of rent or additional rent, or if the
demised premises become vacant or deserted, then, in any one or more of such
events, upon Landlord serving a written five o(5) days' notice to cure the
default upon the expiration of said five (5) 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 such a nature that the same cannot be completely cured
or remedied within said 5-day period and if Tenant shall not have diligently
commenced to take action towards curing such default within such 5-day period
and shall not thereafter with reasonable diligence and in good faith proceed to
remedy or cure such default, or if any execution or attachment shall be issued
against Tenant or any of Tenant's property whereupon the demised premises shall
be occupied by someone other than Tenant and such occupancy shall continue for a
period of fifteen (15) days after written notice from Landlord, then Landlord
may serve a written 5 days notice of cancellation of this Lease upon Tenant,
and, upon the expiration of said 5 days, this Lease and the term hereunder shall
end and expire as fully and completely as if the date of expiration of such
5-day period were the day herein definitely fixed for the end and expiration of
this Lease and the term hereof and Tenant shall then quit and surrender the
demised premises to Landlord but Tenant shall remain liable as hereinafter
provided. If Tenant shall at any time default hereunder, and if Landlord shall
institute an action or summary proceedings against Tenant based upon such
default, then Tenant will reimburse Landlord for the expense of reasonable
attorneys' fees and disbursements thereby incurred by Landlord.
14.02. If the notices provided for in Section 14.01 hereof
shall have been given, and the term shall expire as aforesaid, or if Tenant
shall default in the payment of the rent reserved herein or any item of
additional rent herein provided or any part of either or in making any other
payment herein provided for, then and in any of such events Landlord may,
without notice, re--enter the demised premises, and dispossess Tenant, the legal
representatives of Tenant or other occupant of the demised premises, by summary
proceedings and lawfully 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.
14.03. Notwithstanding any expiration or termination prior to
the Lease expiration date as set forth in this Article 14, Tenant1s obligation
to pay any and all rent and additional rent under this Lease shall continue to
and over all periods up to the date provided in this Lease for the expiration of
the term hereof.
14.04. Notwithstanding the provisions of Section 14.01 hereof, Tenant, at its
own cost and expense, in its name and/or (wherever necessary) Landlord's name,
may contest, in any manner permitted by law (including appeals to a court, or
governmental department or authority having jurisdiction in the matter), the
validity or the enforcement of any governmental act, regulation or directive
with which Tenant is required to comply pursuant to this Lease, and may defer
compliance therewith provided that:
(a) such non--compliance shall not subject Landlord to
criminal prosecution or subject the Land and/or Building to lien or sale;
(b) such non--compliance shall not be in violation of any fee
mortgage, or of any ground or underlying lease or any mortgage thereon;
(c) Tenant shall first deliver to Landlord a surety bond
issued by a surety company of recognized responsibility, or other security
satisfactory to Landlord, indemnifying and protecting Landlord against any loss
or injury by reason of such non--compliance; and
(d) Tenant shall promptly and diligently prosecute such
contest.
Landlord, without expense or liability to it, shall cooperate
with Tenant and execute any documents or pleadings required for such purpose,
provided that Landlord shall reasonably be satisfied that the facts set forth in
any such documents or pleadings are accurate.
ARTICLE 15
Remedies of Landlord; Waiver of Redemption
15.01. In case of any such re-entry, expiration and/or dispossess by summary
proceedings or otherwise as set forth in Article 14 hereof (a) the rent shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration, together with such expenses as Landlord may incur for legal
expenses, reasonable attorneys' fees, brokerage, and/or putting the demised
premises in good order, or for preparing the same for re-- rental; (b) Land1o~d
may re-let the demised premises or any part or parts thereof, either in the name
of Landlord or otherwise, for a term or terms, which may at Landlord's option be
less than or exceed the period which would otherwise have constituted the
balance of the term of this Lease and may grant concessions or free rent; and/or
(C) Tenant shall also pay Landlord 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 this Lease. The failure of Landlord to re-let the demised 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 Landlord may incur in connection with re--letting,
such as legal expenses, reasonable attorneys' fees, brokerage 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 days 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
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord, at Landlord's option, may make such alterations, repairs,
replacements and/or decorations in the demised premises as Landlord, in
Landlord's sole judgment, considers advisable and necessary for the purpose of
re--letting the demised premises; and the making of such alterations and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be liable, in any way
whatsoever for the failure or refusal to re--let the demised premises or any
parts thereof, or, in the event that the demised premises are re--let, for
failure to collect the rent thereof under such re--letting. In the event of a
breach by Tenant of any of the covenants or provisions hereof, Landlord shall
have 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 Landlord from any other
remedy, in law or in equity. Landlord shall take all reasonable steps to
mitigate damages in the event of default by Tenant.
15.02. 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 of Landlord
obtaining possession of demised premises, by reason of the violation by Tenant
of any of the covenants and conditions of this Lease or otherwise.
ARTICLE 16
Fees and Expenses; Interest
16.01. If Tenant shall default in the observance or
performance of any term or covenants on Tenant's part to be observed or
performed under or by virtue of any of the covenants, terms or provisions in any
Article of this Lease, (a) Landlord may remedy such default for the account of
Tenant, immediately and without notice in case of emergency, or in any other
case only
provided that Tenant shall fail to remedy such default with all reasonable
dispatch after Landlord shall have notified Tenant in writing of such default
and the applicable grace period for curing such default shall have expired; and
(b) if Landlord makes any expenditures or incurs any obligations for the payment
of money in connection with such default including, but not limited to,
reasonable attorneys' fees in instituting, prosecuting or defending any action
or proceeding, such sums paid or obligations incurred, with interest, shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Landlord
upon rendition of a xxxx to Tenant therefor.
Except as otherwise specifically provided in this Lease,
including but not limited to Article 48, hereof, if Tenant is late in making any
payment other than the payment of fixed annual rent and/or additional rent due
to Landlord from Tenant under this Lease, then interest ("interest") calculated
at the rate of one and half percent (1--1/2%) per month shall become due and
owing to Landlord on such payment from the date when it was due (or such lesser
amount as may then be legally permitted by law)..
ARTICLE 17
No Representations by Landlord
17.01. Landlord or Landlord's agents have made no
representations or promises with respect to the Building or demised premises
except as herein expressly set forth.
ARTICLE 18
End of Term
18.01. Upon the expiration or other termination of the term,
Tenant shall quit and surrender to Landlord the demised premises, broom clean,
in good order and condition, ordinary wear and tear and damage for which-Tenant
is not responsible under the terms of this Lease excepted, Tenant's obligation
to observe or perform this covenant shall survive the expiration or sooner
termination of the term of this Lease. Tenant agrees to indemnify and save
Landlord harmless from all costs, claims, loss or liability resulting from delay
by Tenant in so surrendering the demised premises, including, without
limitation, any claims made by any succeeding tenant founded on such delay. If
the last day of the Term or any renewal thereof falls on Saturday or Sunday this
Lease shall expire on the business day immediately preceding. Tenant expressly
waives, for itself and for any person claiming through or under Tenant, any
rights which Tenant or any such person may have under the provisions of, Section
2201 of the New York City Practice Law and Rules and of any successor law of
like import then in force in connection with any holdover summary proceedings
which Landlord may institute to enforce the foregoing provisions of this
Article 18. In addition, the parties recognize and agree that the damage to
Landlord resulting from any failure by Tenant to timely surrender possession of
the demised premises as aforesaid will be substantial, will exceed the amount of
the monthly installments of the fixed annual rent theretofore payable hereunder,
and will be impossible to accurately measure. Tenant therefor agrees that if
possession of the demised premises is not surrendered to Landlord within
twenty-four (24) hours after the Expiration Date or a sooner termination of the
Term, in addition to any other rights or remedy Landlord may have hereunder or
at law Tenant shall pay to Landlord for each month and for each portion of any
month during which Tenant holds over in the demised premises after the
Expiration Date or sooner termination of this Lease, a sum equal to three (3)
times the aggregate of that portion of the fixed rent which was payable under
this Lease during the last month of the Term. Nothing herein contained shall be
deemed to permit Tenant to retain possession of the demised premises after the
Expiration Date or sooner termination `of this Lease and" no acceptance by
Landlord of payments from Tenant after the expiration or sooner termination of
the Lease shall be deemed to be other than on account of the amount to be paid
by Tenant in accordance with the provisions of this Article 18, which provisions
shall survive the expiration or sooner termination of this Lease.
ARTICLE 19
Quiet Enjoyment
19.01. Landlord covenants arid agrees with Tenant that 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, and to any ground
leases, underlying leases and mortgages hereinbefore mentioned to which this
Lease is subordinate.
ARTICLE 20
Definitions
20.01. The term "Landlord" 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),
so that in the event of any transfer of title to the Land and Building or said
lease, or in the event of a lease of the Building, or of the Land and Building,
upon notification to Tenant of such transfer or lease the said transferor
Landlord shall be and hereby is entirely freed and relieved of all existing or
future covenants, obligations and liabilities of Landlord hereunder, and it
shall be deemed and construed as a covenant running with the Land without
further agreement between the parties or their successors in interest, or
between the parties and the transferee of title to the Land and Building or said
lease, or the said lessee of the Building, or of the Land and Building, that the
transferee or the lessee has assumed arid agreed to carry out any and all such
covenants, obligations and liabilities of Landlord hereunder.
20.02. The words "re--enter" and "re--entry" as used in this
Lease are not restricted to their technical legal meaning.
20.03. The term "business days" as used in this lease shall
exclude Saturdays, Sundays, New Year's Day, Memorial Day, Fourth of July, Labor
Day, Thanksgiving Day, and Christmas. For cleaning purposes, "business days" as
used in this, Lease shall exclude all Saturdays, Sundays, and holidays as set
forth in the agreement between Realty Advisory Board on Labor Relations, Inc. or
any successor thereto and Local 32B--32J of the Building Service Employees
International Union (AFL-CIO). The term "business hours" as used in this Lease
shall mean the hours between 8:00 am and 6:00 pm during business days.
20.04. The term "Tenant's Proportionate Share" as used in
this Lease shall mean 2.61%.
ARTICLE 21
Adjacent Excavation - Shoring
21.01. If an excavation shall be made upon land adjacent to
the demised premises, or shall be authorized 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 shall be necessary to
preserve the wall of or the Building of which the 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 Landlord, or diminution or abatement of
rent. If said excavation is conducted by the Landlord or by an authorized agent
of the Landlord and it is done in such fashion as to interrupt Tenant's normal
business, to the extent of said interruption the rent herein shall be abated
proportionately.
ARTICLE 22
Rules and Regulations
22.01. Tenant and Tenant's servants, employees and agents
shall observe faithfully and comply strictly with the Rules and Regulations set
forth in Exhibit B attached hereto and made part hereof entitled "Rules and
Regulations" and such other and further reasonable Rules and Regulations as
Landlord or Landlord's agents may from time to time adopt provided, however,
that in case of any conflict or inconsistency between the provisions or tins
Lease and of any of the Rules and Regulations as originally or as hereafter
adopted, the provisions of this Lease shall control. Reasonable written notice
of any additional Rules and Regulations shall be given to Tenant. Nothing in
this Lease contained shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations or the terms, covenants or
conditions in any other lease, against any other tenant of the Building, and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, visitors or licensees. Landlord will
uniformly enforce or not enforce the Rules and Regulations.
ARTICLE 23
No Waiver
23.01. No agreement to accept a surrender of this Lease shall
be valid unless in writing signed by Landlord. No employee of Landlord or of
Landlord's agents shall have any power to accept the keys of the demised
premises prior to the termination of this Lease. The delivery of keys to any
employee of Landlord or of Landlord's agent shall not operate as a termination
of this Lease or a surrender of the premises. In the event of Tenant at any
times desiring to have Landlord sublet the demised premises for Tenant's
account, Landlord or Landlord's agents are authorized to receive said keys for
such purpose without releasing Tenant from any of the obligations under this
Lease. The failure of Landlord to seek redress for violation of or to insist
upon the strict performance of, any covenant or condition of this Lease or any
of the Rules and Regulations set forth herein, or hereafter adopted by Landlord,
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 Landlord of rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. The failure of Landlord to
enforce any of the Rules and Regulations set forth herein, or hereafter adopted,
against Tenant and/or any other tenant in the Building shall not be deemed a
waiver of any such Rules and regulations. No provision of this Lease shall be
deemed to have been waived by Landlord, unless such waiver be in writing signed
by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment of rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this, Lease provided.
23.02. This Lease contains the entire agreement
between the parties, arid 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.
ARTICLE 24
Waiver of Trial by Jury
24.01. Landlord and Tenant do hereby waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the demised premises, and/or any other claims (except claims for
personal injury or. property damage), and any emergency statutory or any other
statutory remedy. It is further mutually agreed that in the event Landlord
commences a proceeding for non--payment of rent, Tenant will not interpose and
does hereby waive the rights to interpose any counterclaim of whatever nature or
description in any such proceeding except for compulsory counterclaims.
ARTICLE 25
Inability to Perform
25.01. If, by reason of (1) strike, (2) labor troubles, (3)
governmental pre--emption in connection with a national emergency, (4) any rule,
order or regulation of any governmental agency, (5) conditions of supply or
demand which are affected by war or other national, state or municipal
emergency, or (6) any cause beyond Landlord's control, Landlord shall be unable
to fulfill its obligations under this Lease or shall be unable to supply any
service which Landlord is obligated to supply, this Lease and Tenant's
obligation to pay rent hereunder shall In no way be affected, impaired or
excused. As Landlord shall learn of the happening of.. any of the foregoing
conditions, Landlord shall promptly notify Tenant of such event and, if
ascertainable, its estimated duration, and will proceed promptly and diligently
with the fulfillment of its obligations as soon as reasonably possible.
ARTICLE 26
Notices
26.01. Any notice or demand, consent, approval or disapproval
required to be given by the terms and provisions of this Lease, or by any law or
governmental regulation, either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing. Unless otherwise required by such law or regulation, such
notice or demand shall be given, and shall be deemed to have been served and
given by Landlord and received by Tenant upon actual receipt by Tenant or first
refusal by Tenant, when Landlord shall have deposited such notice or demand by
registered or certified mail enclosed in a securely closed postpaid wrapper, in
a United States Government general or branch post office, or official depository
within the exclusive care and custody thereof, or by a receipted overnight
carrier package addressed to Tenant, at the address set forth after Tenant's
name on page 1 of this lease. After Tenant shall occupy the demised premises, a
copy of all notices, demand, consents, approvals or disapprovals shall be sent
to Tenant at the demised premises. Such notice, demand, consent, approval or
disapproval shall be given, and shall be deemed to have been served and given by
Tenant and received by Landlord, when Tenant shall have deposited such notice or
demand by registered or certified mail enclosed in a securely closed postpaid
wrapper, in a United States Government general or branch post office or official
depository with the exclusive care and custody thereof, or by a receipted
overnight carrier package addressed to Landlord, 54--65 48th Street, X.X. Xxx
000000, Xxxxxxx, Xxx Xxxx 00000. Either party may, by notice as aforesaid,
designate a different address or addresses for notices, demands, consents,
approvals or disapprovals.
ARTICLE 27
Services
27.01. Landlord shall provide necessary elevator facilities
on business days from 8:00 A.M. to 6:00 P.M. and shall have sufficient elevators
available at all other times. At Landlord's option, the elevators shall be
operated by automatic control or by manual control, or by a combination of both
of such methods.
27.02. Landlord shall cause the space in the demised premises
to be kept clean in accordance with the standards set forth in Exhibit "C"
attached hereto and made a part hereof entitled "Cleaning Schedule", except that
if any areas shall be used for the preparation and consumption of food,
Landlord's responsibility shall be strictly limited to the "Cleaning Schedule"
set forth in Exhibit- "C", and Tenant shall be responsible for any and all other
cleaning in that space. Tenant may contract with Landlord's cleaning service to
clean these areas at Tenant's cost and expense.
27.03. (a) Landlord shall, through the HVAC system of the
Building, furnish to the demised premises, on an all year round basis, air
conditioning, ventilation and heating during the hours from 8:00 A.M. to 6:00
P.M. on business days.
(b) Landlord will maintain the HI/AC system in a manner
befitting a first class 1building and will use all reasonable care to keep the
same in proper and efficient operating condition. Landlord shall in no event be
responsible for the failure of the
HVAC system to meet the requirements hereinbefore specified if such failure
results from the occupancy of the demised premises with more than an average of
one person for each 100 square feet of usable area or if Tenant installs and
operates lighting, machines and appliances the total connected electrical load
of which exceeds 4--1/2 xxxxx per square foot of usable area.
(c) Except if the HVAC System is not working, Tenant agrees
to keep and cause to be kept closed all the windows in and the exterior doors to
the demised premises at all times, and Tenant agrees to cooperate fully with
Landlord and to abide by all the regulations and requirements which Landlord may
reasonably prescribe for the proper functioning and protection of the HVAC
System.
(d) Tenant acknowledges it has been advised that the Building
has sealed windows and that, therefore, the air in the demised premises can
become stale and even unbreathable when the HVAC system is not operating. Tenant
agrees that Landlord shall not be obligated to operate such HVAC System after or
before regular business hours as set forth in Section 27.03 (a).
27.04. Subject to the provisions of Section 25.01, Landlord
reserves the right to stop services on the HVAC System, elevator, plumbing and
electrical systems when necessary by reason of accident or emergency or for
repairs, alterations, replacements or improvements, provided that except in case
of emergency, Landlord will notify Tenant in advance, if possible, of any such
stoppage and, if ascertainable, its estimated duration, and will proceed
diligently with the work necessary to resume such service. as promptly as
possible and in a manner so as to minimize interference with the Tenant's use
and enjoyment of the demised premises.
27.05. In the event Tenant shall employ any contractor to do
in the demised premises any work permitted by Section 3.01 of this Lease, such
contractor and any subcontractor shall agree to employ only such labor as will
not result in jurisdictional disputes or strikes. Tenant will inform Landlord in
writing of the names of any contractor or subcontractor Tenant proposes to use
in the demised premises at least thirty (30) days prior to the beginning of work
by such contractor or subcontractor.
27.06. If Tenant is permitted hereunder to and does xxxx a
separate area for the preparation or consumption of food in the demised
premises, Tenant shall employ, on a regular basis, an exterminator to keep the
demised premises free from vermin; and the Tenant will provide garbage storage
areas to comply with local codes and specifications thereof to be approved by
Landlord, or other means of disposing of garbage reasonably satisfactory to
Landlord. Tenant is responsible for all exterminating in the demised premises.
27.07. Tenant agrees to employ such office maintenance
contractor as Landlord may approve and upon further provision that employment of
said contractor shall not create labor disputes for all waxing, polishing, lamp
replacement, cleaning and maintenance work in the demised premises. Nothing
herein contained shall prohibit Tenant from performing such work for itself by
use of its own regular employees.
27.08. Landlord will not be required to furnish any other
services, except as provided in this Article 27, and except that Landlord agrees
to provide on business days (not including Saturdays, Sundays and holidays) the
cleaning as set forth in Exhibit "C" hereof. Tenant shall pay to Landlord, on
demand, a reasonable charge for the removal from the demised premises of any
refuse and rubbish of Tenant as shall not be contained in the waste receptacles
described in Exhibit C hereof. Landlord, its cleaning contractor and their
employees shall have after--hours access to the demised premises and the use of
Tenant's light, power and water in the demised premises as may be reasonably
required for the purpose of cleaning the demised premises.
27.09. For the purposes of this Lease, "Common Areas" shall
mean all areas, improvements, space, equipment and special services provided by
Landlord for the common or joint use and benefit of tenants and invitees,
including access roads, driveways, entrances and exits, retaining walls,
landscaped areas, pedestrian walk--ways, walls, courtyards, concourses, stairs,
ramps, sidewalks, building wide washrooms, hallways, lobbies, elevators and
their housing rooms, common window areas, walls and ceiling in Common Areas, and
trash and rubbish areas.
27.l0. Landlord shall manage and maintain the Building and
the Common Areas as a first class office building. Tenant and its employees
shall occupy and use the demised premises in a manner befitting such building.
ARTICLE 28
Electricity
28.01. As an incident to this Lease, Landlord will furnish to Tenant, through
transmission facilities installed by it
in the Building, alternating electric current to be used by Tenant for the
lighting fixtures and electric current and electrical receptacles installed in
the demised premises, but Landlord shall not be liable in any way to Tenant for
any failure or defect in supply or character of electric current furnished to
the demised premises. Tenant shall pay Landlord to furnish and install all
lighting tubes, lamps, bulbs and ballasts used in the demised premises. Tenant
shall use said electric current for lighting and, insofar as Landlord's
facilities are not burdened thereby and applicable laws and insurance
regulations permit, for operation, during normal business hours, of such
equipment as is normally used for the purposes herein leased. Under no
circumstances shall Tenant, at any time during the term of this Lease, use or
permit the use of electric heaters or similar heating devices.
28.02. Tenant's use of electric current in the demised
premises shall not at any time exceed the capacity of any of the electrical
conductors and equipment in or otherwise serving the demised premises. Tenant
shall not make or perform or permit the making or performing of any alterations
to wiring installation or other electrical facilities in or serving the demised
premises or any additions to the business machines, office equipment or other
appliances in the demised premises which utilize electrical energy without the
prior consent of Landlord in each instance (which shall not be unreasonably
withheld).
28.03. All electric energy which Tenant requires in the
demised premises shall be furnished by the local electric company.
28.04. Landlord hereby agrees to install a submeter, the cost
of which will be borne by Landlord. Should the submeter not be in place, for any
reason whatsoever, at the time this Lease commences, Tenant shall pay to
Landlord effective as of the Commencement Date, $2.00 per square foot per annum,
until such time that the submeter has been installed. If the appropriate parties
do not allow submetering in the Building, Tenant will be required to pay $2.00
per. square foot per annum (the "Electric Charge") for electric subject to (i)
any increases in the utility company's rates over and above those charged on the
Commencement Date of this Lease and (ii) subject to any material additions to
lighting fixtures, machinery, equipment or due to excess usage beyond business
hours.
28.05. Tenant shall pay for all energy used or consumed in
the demised premises. Tenant's electricity will be submetered and the amount of
electricity consumed shall be multiplied by the KWH rate which Landlord pays to
Long Island Lighting Company. At the end of each Long Island Lighting Company
billing period, when the Landlord receives the Long Island Lighting Company
xxxx, Landlord will multiply the amount of electricity consumed by the Tenant as
shown on the Tenant's submeter by the Long Island Lighting Company rate as shown
on the Long Island Lighting Company xxxx. For the purposes of this Section, the
per kilowatt hour cost shall be determined by dividing the total cost to the
Landlord as shown on the Long Island Lighting Company xxxx by the total
consumption of electricity as shown on that such xxxx.
28.06. Landlord, acting reasonably reserves the right to
discontinue furnishing electric energy to Tenant in the demised premises at any
time upon not less than thirty (30) days notice to Tenant. If Landlord exercises
such right of termination, this Lease shall continue in full force and effect
and shall be unaffected thereby except only that from and after the effective
date of such termination, Landlord shall not be obligated to furnish electric
service to the Building. Such electric energy may be furnished to Tenant by
means of the existing building system feeders, risers, and wiring to the extent
that the same are available, suitable and safe for such purposes. All meters and
additional panels, boards, feeders, risers, wiring and other conductors and
equipment which may be required to obtain electric energy directly from such
public utility company shall be installed by Tenant at Tenant's sole cost and
expense.
28.07. Landlord shall have the option at any time during the
term of this Lease to make application and install a separate electric meter,
said installation to be at the Landlord's sole cost and, expense, and which
shall include all work required by the Long Island Lighting Company and the New
York Board of Fire Underwriters for the installation of an electric meter. Upon
installation of same and acceptance by the Long Island Lighting Company, the
obligations of Tenant to pay to Landlord the electrical charges as set forth in
this Section shall terminate and thereafter Tenant shall make payment direct to
the Long Island Lighting Company for any bills for electric service.
28.08. Tenant agrees not to connect any additional electrical
equipment of any type to the Building electric distribution system, other than
typewriters, computers, fax machines, lamps and small office machines which
consume comparable amounts of electricity, without Landlord's prior written
consent, which consent shall not be unreasonably withheld. Any additional
risers, feeders, or other equipment proper or necessary to supply Tenant's
electrical requirements which are not present at the demised premises now, upon
written request of Tenant, will be installed~y Landlord, at the sole cost and
expense of Tenant, if, in Landlord's judgment the same are necessary and will
not cause permanent damage or injury to the Building or the 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.
ARTICLE 29
Intentionally Omitted
ARTICLE 30
Escalation of Taxes
30.01. For the purposes of the provisions of Article 30 of
this Lease, the term "Lease Year" shall be the period of one (1) year's duration
commencing on the first day of the term of this Lease and each successive period
of one (1) year's duration, prorated on an annualized basis.
30.02. In the event that the amount of real estate taxes,
assessments, sewer rents, rates and charges, county and town taxes, school
taxes, village taxes, transit taxes, or any other Governmental charge, general,
-specific, or ordinary or extraordinary, foreseen or unforeseen (hereinafter
collectively called "Taxes") which may now or hereafter be levied or assessed
against the land on which the Building stands and upon the Building (hereinafter
for this Article 30 only collectively called the "Real Property") attributable
to any Subsequent Tax Year, as hereinafter defined, shall be greater than the
amount of Taxes foi' the Base Tax Year, as hereinafter defined, for any or all
of the Town and County Tax, School Tax and/or Village Tax (the Town and County
Tax, the School Tax and the Village Tax are sometimes herein singly referred to
as "Local Tax" and collectively as "Local Taxes") then Tenant shall pay to
Landlord as additional rent, Tenant's Proportionate Share of the increase in
taxes for the particular Local Tax for such Subsequent Tax Year.
For the purposes of the provisions of this Article, the term,
"Taxes for Base Tax Year", shall mean the sum of all taxes at the applicable
rate for the fiscal tax years commencing as set forth below multiplied by the
full assessment of the County of Suffolk of the Real Property.
The term "Base Tax Year" is hereby defined for the particular
Local Tax as follows:
The Town and County Tax rate for the year commencing December
1, 1997 and ending November 30, 1998.
The School Tax rate for the year commencing
December 1, 1997 and ending November 30, 1998.
The Village Tax rate for the year 1998.
The term "Subsequent Tax Year" shall mean the first full
fiscal year following the applicable Base Tax Year for the aforementioned Town
and County Tax, School Tax or Village Tax
To arrive at the amount owed by Tenant for any and all
Subsequent Tax Years, Landlord shall calculate each Local Tax increase
separately and then add the increases owed by Tenant from each to determine the
total amount of increases in Taxes and such total increase shall be then
multiplied by Tenant's Proportionate Share to determine the amount owed by
Tenant for each Subsequent Tax Year. If such calculation shall result in a
decrease for any Subsequent Tax Year, then Tenant shall receive an increase of
zero.
Landlord shall take the benefit of the provisions of any
statute or ordinance permitting any assessment to be paid over a period of time
and Tenant shall be obligated to pay only its proportionate share, determined as
aforesaid, of the installments of any such assessment as shall become due and
payable during the term of this Lease or any renewal hereof. Any amount due
Landlord under the provisions of this Article shall be paid semi-annually within
thirty (30) days after Landlord shall have submitted copies of all tax bills and
statements to Tenant showing in reasonable detail the computation of the amounts
due Landlord. Any such increase for less than a year shall be prorated and
apportioned.
In no event shall any rent adjustment result in a decrease in
the fixed annual rent payable hereunder.
(i) In the event Tenant shall undertake to make installations
other than office installations and thereby cause extraordinary assessment to be
levied against the Real Property, Tenant shall pay all additional taxes
resulting from such extraordinary assessment.
(ii) Tenant shall pay to Landlord, within thirty (30) days
after the same shall be payable by Landlord and as additional rent for the Lease
Year in which the same shall be so payable, an amount equal to Tenant's
Proportionate Share of any assessment or installment thereof for public
betterments or improvements which may be levied upon the Real Property which is
not deductible from any condemnation award. Landlord shall take the benefit of
the provisions of any statute or ordinance permitting any such assessment to be
paid over a period of time and Tenant shall be obligate to pay only the said
percentage of the installments of any such assessments which shall become due
and payable during the term of this Lease.
(iii) In the event there shall be levied against the Landlord
during the term of this Lease an assessment for public improvements which is
payable in one reasonable sum, then in that event said assessment shall be
divided by the number of years equal to the term of this Lease and tenant's
responsibility shall be the sum equal to its Proportionate Share of said amount
times the number of unexpired years in the Lease; for example, if an assessment
is levied for $10,000.00, and the Lease term has a period of ten (10) years, the
annual installments will be deemed to be $1,000.00 per year and in the event
Tenant's share is seventy five (75%) per cent, Tenant will owe $750.00 times the
number of years remaining under this Lease as of the date of its assessment.
30.03. In the event the first or final lease year shall
contain less than twelve (12) calendar months the additional rent payable under
Section 30 for such lease year shall be adjusted and prorated by the fraction
(a) the numerator over which is the number of months in either the first or
final year and (b) the denominator of which is the number twelve (12).
30.04. Landlord's obligation to make the adjustments referred
to in this Article shall survive any expiration or termination of this Lease.
Tenant shall have a period of sixty (60) days after receipt of the billing to
notify Landlord of any discrepancy with the billing. Tenant will not be
permitted at any later date to dispute the billing.
30.05. Any delay or failure of Landlord in billing any Real
Estate Taxes shall not constitute a waiver of or in any way impair any
continuing obligation of Tenant to pay such Real Estate Taxes hereunder.
ARTICLE 31.
Condition of Premises
31.01. Tenant expressly acknowledges that it has inspected
the demised premises and is fully familiar with the physical condition thereof.
Tenant agrees to accept the demised premises in its "as is" condition as of the
date hereof and subject to any work to be performed by Landlord (except for any
surviving punch list items as set forth on Exhibit D annexed hereto and made a
part hereof). Tenant acknowledges that Landlord shall have no obligation to. do
any work in and to the demised premises in order to make them suitable and ready
for occupancy and use by Tenant except as set forth on said Exhibit D.
ARTICLE 32
OMITTED
ARTICLE 33
Indemnity
33.01. 33.01 Tenant shall indemnify and save Landlord harmless from and against
any liability or expense arising from the use or occupation of the demised
premises by Tenant or any one on the Demised premises with the Tenant's
permission, or from any breach of this Lease.
ARTICLE 34
INTENTIONALLY OMITTED
ARTICLE 35
Name of Building
35.01. Landlord shall have the full right at any time to name
and change the name of the Building and to change the designated address of the
Building. The Building may be named after any person, firm, or otherwise,
whether or not such name is, or resembles, the name of a tenant of the Building.
ARTICLE 36
Invalidity of Any Provision
If any term, covenant, condition or provision of this Lease or the application
thereof to any circumstances or to any person, firm or corporation shall be
invalid or unenforceable to any extent, the remaining terms, covenants,
conditions and provisions of this Lease or the application thereof to any
circumstances or to any person, firm, or corporation other than those as to
which any term, covenant, condition and provision of this Lease shall be valid
and shall be enforceable to
SCHEDULE ~
47
36.01 the fullest extent permitted by law.
ARTICLE 37
Captions
37.01. 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 provision thereof.
ARTICLE 38
Certificate of Tenant
38.01. Tenant shall, without charge, at any time and from time
to time, within five (5) days after request by Landlord, certify by written
instrument, duly executed, acknowledged and delivered, to any mortgagee,
assignee of any mortgage or purchaser, or any proposed mortgagee, assignee of
any mortgage or purchaser, or any other person, firm or corporation specified by
Landlord:
(a) That this Lease is unmodified and in full force and
effect (or, if there has been modification, that the same is in full force and
effect as modified and stating the modifications);
(b) Whether or not there are then existing any set--offs or
defenses against the enforcement of any of the agreements, terms, covenants, or
conditions hereof upon the part of Tenant to be performed or complied with (and,
if so, specifying the same); and
(c) The dates, if any, to which the rental and other charges
hereunder have been paid in advance.
38.02. Tenant agrees that, except for the first month's rent
hereunder, it will pay no rent under this Lease more than thirty (30) days in
advance of its due date, and, in the event of any act or omission by Landlord,
Tenant will not exercise any right to terminate this Lease or to remedy the
default and deduct the cost thereof from rent due hereunder until Tenant shall
have given written notice of such act or omission to the holder of any first
mortgage who shall have furnished in writing such holder's last address to
Tenant, and until a reasonable time for remedying such act or omission shall
have elapsed following the giving of such notices, during which time such
mortgage holder shall have the right, but shall not be obligated, to remedy or
cause to be remedies such act or omission.
38.03. Anything in this Lease contained to the contrary
notwithstanding, under no circumstances shall the holder of any institutional
mortgage who shall have succeeded to the interests of the Landlord under this
Lease, be subject to or liable for any offsets or deductions from rent, claims
or defenses which the Tenant might have against any prior landlord under this
Lease.
ARTICLE 39
Successors and Assigns
39.01. The covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this Lease, their assigns.
ARTICLE 40
Liability Insurance by Tenant
40.01. Tenant shall, at Tenant's sole cost and expense,
procure and obtain comprehensive general public liability insurance with broad
form extension and contractual liability endorsement protecting against any and
all claims for damages to person or property or for loss of life or property
occurring upon, in, or about the demised premises or the sidewalks adjacent
thereto, such insurance to afford immediate protection in such amounts as
Landlord shall require. Such policies shall name Landlord as additional insured.
As of the Commencement Date, the minimum coverage for combined single limit
bodily injury and property damage shall not be less than $3,000,000.00 per
occurrence. The policy shall also be extended to include the following
endorsements:
1. Knowledge of Occurrence;
2. Notice of Occurrence;
3. Unintentional Errors or Omissions;
4. An endorsement to the effect that rio statement,
declaration or representation made by Tenant to its insurer or act of Tenant
shall invalidate the policy as to Landlord or prejudice any of Landlord's rights
thereunder, including, without limitation, defense and indemnity;
5. Contractual Liability on a blanket basis and specifically
scheduling this Lease, without limiting the form of coverage.
Such policies covering Landlord and Tenant, as their
respective interests may appear, shall be deemed in compliance with the
provisions of this covenant, all said policies shall be obtained by Tenant and
certificates thereof delivered to Landlord upon the commencement of the term
hereof with evidence of stamping or otherwise of the payment of the premiums
thereon and shall be taken in such amounts and in such companies authorized to
do business in the State of New York.
ARTICLE 41
Automobile Parking
41.01. Landlord herein is providing onsite parking facilities
which will be used by Tenant in conjunction with other tenants of the Building
together with the employees, guests and possible associates. However, said
parking facilities, except where restricted, shall be available to Tenant and
its employees, invitees and guests. There will be no charge to the Tenant for
the inside or outside parking area. It is agreed however, that Landlord shall
have rio obligation to police the parking area.
Landlord shall clean and maintain the parking fields.
Notwithstanding the foregoing, Landlord shall assign Tenant two (2) designated
parking spaces.
ARTICLE 42
Consents and Approval
42.01. The parties agree that where ever written consents or
approvals are required to be given under the provisions of this Lease, such
consents and approvals shall not be unreasonably withheld or delayed.
ARTICLE 43
Recording
43. 01. The parties hereto agree that neither Landlord `nor
Tenant shall record this Lease but that either party may record a Memorandum of
Lease. The party desiring to record the Memorandum shall prepare same for
signature and it shall be signed by both parties.
ARTICLE 44
INTENTIONALLY OMITTED
ARTICLE 45
INTENTIONALLY OMITTED
ARTICLE 46
Security
46.01. Tenant has deposited with Landlord the sum of
$13,991.66 as security for the faithful performance and observance by Tenant of
the terms, provisions and conditions of this Lease. It is agreed that in the
event Tenant defaults in respect of any of the terms, provisions, and conditions
of this Lease, including, but not limited to, the payment of rent and additional
rent, Landlord may use, apply or retain the whole or any part of the security as
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 Landlord
may expend or may be required to expend by reason of Tenant's default in respect
to any of the terms, covenants, and conditions of this Lease, including but not
limited to, any damages or deficiency in the subletting of the demised premises,
whether such damages or deficiency accrues before or after summary proceedings
or other re-entry by Landlord. 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 of
the end of this Lease and after delivery of the entire possession of the demised
premises to Landlord. In the event of a sale of the Land and Building or leasing
of the Building of which the demised premises form a part, Landlord shall have
the right to transfer the security to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return of such
security and Tenant agrees to look to the new landlord solely for the return of
said security; and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new landlord. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Landlord nor its
successors' or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.
ARTICLE 47
Broker
47.01. Tenant represents and warrants that it has dealt with
NO BROKER in connection with this Lease and Tenant does hereby agree to
indemnify and hold Landlord harmless of and from any and all loss, costs, damage
or expense (including, without limitation, attorneys' fees and disbursements)
incurred by Landlord by reason of any claim to have dealt with Tenant in
connection with this Lease. The provision of this Article 47 shall survive the
expiration or earlier termination of this Lease.
ARTICLE 48
Late Rent Clause
48.01. Tenant recognizes that late payment of any rent or
other sum due hereunder will result in administrative expense to Landlord the
extent of which additional expense is extremely difficult and economically
impractical to ascertain. Tenant therefore agrees that if rent or any other sum
is due and payable pursuant to this Lease, and when such amount remains due and
unpaid ten (10) days after said amount is due, such amount shall be increased by
a late charge in an amount equal to five (5%) per cent of the unpaid rent or
other payment. The amount of late charge to be paid by Tenant shall be
1reassessed and added to Tenant's obligation for each successive monthly period
until paid. The provisions of this Article in no way relieve Tenant of the
obligation to pay rent or other payments on or before the date on which they are
due, nor do the terms of this Article in any way affect Landlord's remedies
pursuant to any other Article of this Lease in the event said rent or other
payment is unpaid after the date due.
ARTICLE 49
Directory Listing
49.01. Landlord, at its expense, and on Tenant's request,
shall maintain listings on the Building directory of the name of Tenant provided
that the names so listed shall not take up more than Tenant's Proportionate
Share of the space on the Building's directory.
ARTICLE 50
Concession to Tenant
50.01. Landlord does hereby agree to deliver the demised
premises to Tenant on or before April 1, 1998. Tenant may occupy the demised
premises from April 1, 1998 to April 30, 1998 without payment of the fixed
annual rent only. Tenant shall in all other particulars be bound by the terms
and conditions of this Lease as of the date of taking possession of the demised
premises, including the payment of all additional rent as provided herein.
Tenant shall commence payment of rent on the 1st day of May, 1998, as
hereinbefore set forth. In the event Landlord fails to deliver the demised
premises on April 1, 1998 as herein provided, then the concession period shall
commence as of the date of delivery and the commencement of payment of rent
shall be one (1) month after the date of delivery.
ARTICLE 51
Health Club
51.01. Landlord shall provide Tenant with one (1) access card
to the Building's health club for the term of this Lease subject however, to
Tenant's and Tenant's employees executing Landlord's release forms with respect
to the use of said health club. Tenant shall allow the access card to be used as
a pass for one employee to use at a time. Landlord is not responsible for the
cost of replacement f or such card.
ARTICLE 52
Jurisdiction and Venue
52.01. Tenant agrees that in personam jurisdiction in
connection with any action arising out of a default in any obligation of Tenant
under this Lease shall be obtained upon the mailing of a summons to Tenant by
certified mail to the Building. All summonses, pleadings or other notices to
Tenant arising from a default in any of its obligations under this Lease may be
mailed by certified mail to the address set forth above and shall have the same
effect as if served personally upon Tenant.
Tenant irrevocably and unconditionally (a) agrees that any
suit, action, or other legal proceeding arising out of this Lease may be
commenced in any court of the State of New York situated in Suffolk County and
that any such court shall have in personam jurisdiction of Tenant in any such
suit, action or other legal proceeding upon service as described above; (b)
consents to the jurisdiction of each such court in any suit, action or other
legal proceeding; and (c) waives any objection which Tenant may have to the
laying of venue of any such suit, action or proceeding in any such court.
ARTICLE 53
MISCELLANEOUS
53.01. Tenant shall not at any time prior to or during the
term hereof, either directly or indirectly, use any contractors or labor or
materials whose use in Landlord's reasonable judgment would create or creates
any difficulty with other contractors or labor employed by Tenant or Landlord or
others in construction, maintenance or operation of the demised premises or the
Building.
53.02. As of the Commencement Date, this Lease supersedes all
prior leases between Landlord and Tenant with respect to any of the space
included within the Demised Premises.
53.03. This Lease may not be extended, renewed, terminated or
otherwise modified except by an instrument in writing signed by the .party
against whom enforcement of any such modification is sought, unless such
instrument provides that it shall not be binding until signed by both parties,
in which event it shall not be binding until so signed.
53.04. If Tenant shall request Landlord's approval or consent
and Landlord shall fail or refuse to give such consent or approval, Tenant shall
not be entitled to any damages for any withholding or delay of such approval or
consent by Landlord, it being intended that Tenant's sole remedy shall be an
action for injunction or specific performance and that such remedy shall be
available only in those cases where Landlord shall have expressly agreed in
writing not to unreasonably withhold its consent or approval or where as a
matter of law Landlord may not unreasonably withhold its consent or approval.
The provisions of this Section 53.04 shall not apply if Landlord shall
capriciously, or arbitrarily or in bad faith withhold or delay its consent or
53.05. Wherever in this Lease it is provided that either
party shall not unreasonably withhold consent or approval or shall exercise its
judgment reasonably, and if no specific time period is given, such consent or
approval or exercise of judgment shall also not be unreasonably delayed.
53.06. This Lease is offered to Tenant for signature with the
understanding that it shall not be binding upon Landlord unless and until
Landlord shall have executed a copy of this Lease.
53.07. Irrespective of the place of execution or performance,
this Lease shall be governed by and construed in accordance with the laws of the
State of New York. If any provision of this Lease or the application thereof to
any person or circumstance shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Lease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law. This Lease shall be construed
without regard to any presumption or other rule requiring construction against
the party causing this Lease to be drafted. Each covenant, agreement, obligation
or other provision of this Lease on Tenant's part to be performed, shall be
deemed and construed as a separate and independent covenant of Tenant, not
dependent on any provision of this Lease. All terms and words used in this
Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender as the context may
require.
53.08. Notwithstanding any provision of this Lease to the
contrary, all sums of money, other than the fixed rent, as shall become due from
and payable by Tenant to Landlord under this Lease shall be deemed to be
additional rent.
53.09. If Tenant is in arrears in the payment of fixed rent
or additional rent, Tenant waives its right, if any, to designate the items in
arrears against which any payments made by Tenant are to be credited and
Landlord may apply any of such payments to any such items in arrears as
Landlord, it its sole discretion, shall determine, irrespective of any
designation or request by Tenant as to the items against which any such payments
shall be credited.
53.10. If Tenant is a corporation, each person executing this
Lease on behalf of Tenant hereby covenants, represents and warrants that Tenant
is a duly incorporated or duly qualified (if foreign) corporation and is
authorized to do business in the State of New York (a copy of evidence thereof
to be supplied to Landlord upon request); and that each person executing this
Lease on behalf of Tenant is an officer of Tenant and that he is duly authorized
to execute, acknowledge and deliver this Lease to Landlord (a copy of a
resolution to that effect to be supplied to Landlord upon request).
IN WITNESS WHEREQF, the parties hereto have set their
respective hands and seals the day and year first above written.
PARKWAY ASSOCIATES
BY: ____________________
Print Name: Xxxxxx X. Xxxxxx
Title: Partner
STRATCOMM MEDIA, LTD.
BY:_______signed by Xxxx Xxxxxxx
Print Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an
inducement to Owner making the within lease with Tenant, the undersigned
guarantees Owner and owner's successors and assigns, in connection with the full
performance and observance of all the covenants, conditions, and agreements,
therein provided to be performed and observed by Tenant, including the "Rules
and Regulations" as therein provided, without requiring any notice of
non--payment, non--performance, or non--observance, or proof, or notice, or
demand, whereby to charge the undersigned thereof or, all of which the
undersigned hereby expressly waives and expressly `agrees that the validity of
this agreement and the obligations of the guarantor hereunder shall in no wise
be terminated, affected or impaired by reason of the assertion by Owner against
Tenant of any of the rights or remedies reserved to Owner pursuant to the
provisions of the within lease.
The undersigned further covenants and agrees that this
guaranty shall remain and, continue in full force and effect as to any renewal,
modification or extension of this lease and during any period when Tenant is
occupying the premises as a "statutory tenant".
As further inducement to Owner to make this lease and in
consideration thereof, Owner and the undersigned covenant and agree that in any
action of proceeding brought by either Owner or the undersigned against the
other on any matters whatsoever arising out of, under, or by virtue of the terms
of this lease or of this guaranty that Owner and the undersigned shall and do
hereby waive trial by jury.
Dated: , New York
1995
WITNESS: GUARANTOR:
____________ _________ __________________ (L.S.)
Witness Print Name: Guarantor Print Name:
Address: Home Address:
STATE OF NEW YORK ) ss.:
COUNTY OF . )
On this _____ day of __________, 1998, before me personally came
_____________________________ , to me known and known to me to be the individual
described in, and who executed the foregoing Guaranty and acknowledged to me
that he executed the same.
NOTARY PUBLIC
53
SCHEDULE 1
Year Rent Period Per Annum Rent Monthly Rent
1 4/1/98-4/30/98 $ 0.00 $ 0.00
2 5/1/98-3/31/99 $ 80,300.00 $6,691.67
3 4/1/99-3/31/00 $ 86,888.25 $7,240.69
4 4/1/01-3/31/02 $ 93,076.86 $7,756.40
5 4/1/02-3/31/03 $ 96,334.55 $8,027.88
EXHIBIT "A"
EXHIBIT "B"
Rules and Regulations
1. The sidewalks, and public portions of the Building, such
as entrances, passages, courts, elevators, vestibules, stairways, corridors or
halls shall not be obstructed or encumbered by a tenant or used for any purpose
other than ingress and egress to and from the demised premises.
2. No awnings or other projections shall be attached to the
outside walls of the Building. No curtains, blinds, shades, louvered openings or
screens shall be attached to or hung in, or used in connection with, any window
or door of the demised premises, without the prior written consent of Landlord,
unless installed by Landlord,
3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant or any part of the
outside of the demised premises or Building or on corridor walls. Signs on
entrance door or doors shall conform to building standard signs, samples of
which are on display in Landlord's rental office. Signs on doors shall, at the
tenant's expense, be inscribed, painted or affixed for each tenant by sign
makers approved by Landlord. In the event of the violation of the foregoing by
any tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to the tenant or tenants violating this rule.
4. The sashes, sash doors, skylights, windows, ventilating
and air conditioning vents and doors that reflect or admit light and air into
the halls, passageways or other public places in the Building shall not be
covered or obstructed by any tenant, nor shall any bottles, parcels or other
articles be placed on the window xxxxx.
5. No show cases or other articles shall be put in front of
or affixed to any part of the exterior of the Building, nor placed in the public
halls, corridors or vestibules without the prior written consent of Landlord.
6. Whenever Tenant shall submit to Landlord any plan
agreement or other document for Landlord's consent or approval, Tenant agrees to
pay Landlord as additional rent, on demand, a processing fee in a sum equal to
the reasonable fee of any architect, engineer or attorney employed by Landlord
to review said plan, agreement or document.
7. The water and wash closets and other plumbing fixtures
shall not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish rags, or other substances shall be thrown
therein. All damages resulting
from any misuse of the fixtures shall be borne by the Tenant who, or house
servants, employees, agents, visitors or licensees, shall have caused the same.
8. No tenant shall in any way deface any part of the demised
premises or the Building of which they form a part. No tenant shall lay
linoleum, or other similar floor covering, so that the same shall come in direct
contact with the floor of the demised premises, and, if linoleum or other
similar floor covering is desired to be used, an interlining of builder's
deadening felt shall be first affixed to the floor, by a paste or other
material, soluble in water, the use of cement or other similar adhesive material
being expressly prohibited.
9. No bicycles, vehicles or animals of any kind shall be
brought into or kept in or about the premises. No cooking shall be done or
permitted by any Tenant on said premises except in conformity to law and then
only in the utility kitchen, if any, as set forth in Tenant's layout, which is
to be primarily used by Tenant's employees for. heating beverages and light
snacks. No tenant shall cause or permit any unusual or objectionable odors to be
produced upon or permeate from the demised premises.
10. No space in the Building shall be used for manufacturing,
distribution, or for the storage of merchandise or for the sale of merchandise,
goods or property of any kind at auction.
11. No tenant shall make, or permit to be made, any unseemly
or disturbing noises or disturb or interfere with, occupants of the Building or
neighboring buildings or premises or those having business with them, whether by
the use of any musical instrument, radio, talking machine, unmusical noise,
whistling, singing, or in any other way. No tenant shall throw anything out of
the doors, windows, or skylights or down the passageways.
12. No tenant, nor any of the tenant's servants, employees,
agents, visitors or licensees, shall at any time bring or keep upon the demised
premises any inflammable, combustible or explosive fluid, or chemical substance,
other than reasonable amounts of cleaning fluids and solvents required in the
normal operation of tenant's business offices.
13. No additional locks or bolts of any kind shall be placed
upon any of the exterior doors or windows by any tenant, nor shall any changes
be made in existing locks or the mechanism thereof, without the prior written
approval of the Landlord. Each tenant must, upon the termination of his tenancy,
restore to the Landlord all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such tenant, and in the event of the
loss of any keys, so furnished, such tenant shall pay to Landlord the cost
thereof.
14. All removals, or the carrying in or out of any safes, freight, furniture or
bulky matter of any description, must take place during the hours and pursuant
to such procedures as Landlord or its agent may determine from time to time.
Landlord reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight which violates any of
these Rules and Regulations or the Lease of which these Rules and Regulations
are a part.
15. No tenant shall occupy or permit any portion of the premises demised to it
to be occupied as an office for a public stenographer or typist, `or for the
possession, storage, manufacture or sale of liquor, narcotics, dope, tobacco in
any form, or as a xxxxxx or manicure shop or as a public employment bureau or
agency, or for a public finance (personal loan) business. No tenant shall engage
or pay any employees on the demised premises, except those actually working for
such tenant on said premises, nor advertise for laborers giving an address at
said premises.
16. Tenant agrees to employ such contractors as Landlord may from time to time
designate, for waxing, polishing and other maintenance work of the demised
premises and of the Tenant's furniture, fixtures and equipment, provided that
the prices charged by other contractors are comparable to the prices charged by
other contractors for the same work. Tenant agrees that it shall not employ any
other cleaning and maintenance contractor, nor any individual, firm or
organization for such purpose without Landlord's prior written consent. If
Landlord and Tenant shall each obtain two bona fide bids for such work from
reputable contractors, and the average of the four bids thus obtained shall be
the standard of comparison.
17. Landlord shall have the right to prohibit any advertising by any tenant,
mentioning the Building, which, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability as a building for
offices, and upon written notice from Landlord, tenants shall refrain from or
discontinue such advertising. The foregoing is not intended to prohibit mere
mention of Tenant's address as being the Building address.
18. Landlord reserves the right to exclude from the Building between the hours
of 6:00 P.M. and 8:00 A.M. and at all hours on Sundays arid legal holidays all
persons who do not present a pass to the Building signed by a tenant. Each
tenant shall be responsible for all persons for whom such a pass is issued and
shall be liable to Landlord for all acts of such persons.
19. The premises shall not be used for lodging or sleeping or for any immoral or
il1ega1 purpose.
20. The requirements of tenants will be attended to only upon
application at the office of the Building. Building employees shall not perform
any work or do anything outside of their regular duties, unless under special
instructions from the office of Landlord.
21. Canvassing, soliciting and peddling in the Building are
prohibited and each tenant shall cooperate to prevent the same.
22. There shall not be used in any space, or in the public
halls of any building, either by any tenant or by jobbers or others, in the
delivery or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards. No hand trucks shall be used in passenger
elevators.
23. Tenants, in order to obtain maximum effectiveness of the
cooling system, shall lower and/or close venetian or vertical blinds or drapes
when sun's rays fall directly on windows of demised premises.
EXHIBIT "C"
Cleaning Schedule
General
All linoleum, rubber, asphalt tile and
other similar types of hard--surfaced flooring to be swept
nightly, using approved dust--check type of mop.
All carpeting and rugs to be vacuum-cleaned
nightly.
Hand dust and wipe clean all furniture,
fixtures and window xxxxx nightly; wash xxxxx when necessary.
Empty and clean all waste receptacles nightly and remove
waste paper and waste materials.
Empty and clean all ash trays and screen
all sand urns nightly.
Dust interior of all waste disposal cans
and baskets nightly; damp-dust as necessary.
Wash clean all water fountains and coolers
nightly.
Dust all telephones as necessary.
Sweep all private stairway structures nightly.
Lavatories in the Core
Sweep and wash all lavatory floors nightly
using proper disinfectants. Wash and polish all mirrors,
powder shelves, bright work and enameled surfaces in all
lavatories nightly.
Scour, wash and disinfect all basins, bowls
and urinals throughout all lavatories, nightly.
Wash all toilet seats, nightly.
Empty paper towel receptacles and transport
waste paper to designated area in basement, nightly (towels,
soap and receptacles to be furnished by Tenant).
Fill toilet tissue holders nightly (tissue
and receptacles to be furnished by Landlord).
Empty sanitary disposal receptacles,
nightly. Thoroughly wash and polish all wall tile and stall
