EXHIBIT 2.C
LEASE EXTENSION AND MODIFICATION AGREEMENT
THIS AGREEMENT, entered into as of this 24 day of February, 1998, by and
between CHASCO COMPANY, a New York general partnership, having its principal
office and place of business located at Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "Landlord") and AMERICAN CLAIMS EVALUATION,
INC., having an office and place of business located at Xxx Xxxxxxx Xxxxx,
Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Tenant").
W I T N E S S E T H :
WHEREAS, Landlord and Tenant entered into a certain lease (hereinafter
referred to as "Lease") dated August 20, 1993 for two thousand seven hundred
four (2,074) rentable square feet of third floor (Wing B) office space (the
"Demised Premises") in the building (the "Building") known as One Jericho
Plaza, Jericho, New York.
WHEREAS, Tenant has requested that Landlord agree to extend the term of the
Lease so that the Lease, as so extended, shall expire on November 30, 2003,
and Landlord, subject to the terms and conditions hereinafter set forth, is
willing to so extend the term of the Lease on the Remaining Premises.
NOW, THEREFORE, for Ten and no/100 ($10.00) Dollars and other good and
valuable consideration, receipt whereof by each party is hereby acknowledged,
the parties hereto agree as follows:
1. The term of the Lease, as hereby amended, shall, subject to the terms and
conditions set for herein, be extended to expire on November 30, 2003. For the
purpose of this Agreement, the term "lease year" shall mean each one-year
period commencing on the first day of December of a calendar year. The first
lease year of the extension term shall be the period commencing on December 1,
1998 and ending on November 30, 1999.
2. The Basic Rent for the Demised Premises for each lease year of the
extension term shall be at the per annum rate of (i) Sixty-seven Thousand Six
Hundred and no/100 ($67,600.00) Dollars payable in equal monthly installments
of Five Thousand Six Hundred Thirty-three and 34/100 ($5,633.34) Dollars on
the first day of each month in advance.
3. For the period subsequent to November 30, 1998, (i) the term "Base Year
Taxes" or "base year taxes" shall mean the aggregate Taxes for (y) 1998 Town
and County taxes (z) the aggregate of the second half of 1997-1998 School Tax
and the first half of the 1998-99 School tax and (ii) the term "Expense Base
Year" shall mean the period of twelve (12) consecutive calendar months
starting on the first day of November, 1997 and ending on the last day of
October, 1998.
4. Nothing herein contained shall relieve or release Tenant from its
obligation, on demand of Landlord, to promptly pay any installment of Basic
Rent or item of Additional Rent or other charges allocable to any period, or
arising or accruing, prior to December 1, 1998 that Landlord did not xxxx to
Tenant or Tenant did not pay to Landlord.
5. Except as amended hereby, all the terms and conditions of the Lease, as
heretofore in effect, shall remain in full force and effect and all the terms
and conditions of the Lease, as hereby amended, are hereby ratified and
confirmed in all respects.
6. Tenant hereby warrants and represents to Landlord that it dealt with no
broker in connection with this transaction and had no conversation or dealings
with any broker in connection with this transaction other than Corporate
National Realty, Inc. (the "Broker"). Tenant hereby indemnifies Landlord
against all loss, costs or damages suffered or incurred by Landlord
(including, without limitation, reasonable attorney's fees and expenses)
arising out of or in any way connected with a misrepresentation or breach of
warranty by Tenant hereunder. Landlord shall be responsible for any commission
payable to Broker pursuant to the terms of a certain agreement executed by and
between landlord and Broker in connection with the initial execution of the
Lease.
7. Tenant hereby acknowledges and agrees that (i) Landlord has no obligation
to do any work in the Demised Premises to make it usable by Tenant and Tenant
reconfirms its acceptance of the Demised Premises for the initial term and the
extension term in an "as is" condition and (ii) the provisions of the Lease
relative to Tenant's obligation to pay for electricity and overtime HVAC
services shall continue on the basis set forth in the Lease to the same extent
and as if the extension term had been included in the original demise of the
Demised Premises.
8. Any right or option contained in the Lease to extend then established
expiration date provided for under the Lease, as hereby extended, and/or to be
offered or to take additional space shall be conclusively deemed to have been
waived and Tenant shall have no right or option, and shall not be able to
exercise any right or option, to (i) extend the term of the Lease, as hereby
extended, or (ii) take any additional space, and any attempt to do so shall be
a nullity.
9. Where the context so requires, the plural shall include the singular and
the singular shall include the plural. The terms and definitions used herein
shall, unless specifically noted otherwise, have the same meanings and
definitions used in the Lease, as hereby amended.
IN WITNESS WHEREOF, the parties hereto have, or have caused to be, executed
this Agreement as of the day and year set forth above.
LANDLORD:
CHASCO COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: President
TENANT:
AMERICAN CLAIMS EVALUATION, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
