Exhibit 10.54
FORM OF OFFICE LEASE
The Real Estate Board of New York, Inc.
AGREEMENT OF LEASE, made as of this 5/th/ day of December 2000, between
RENAISSANCE 000 XXXXXXXX LLC, having an address at 000 Xxxxxxxx, 0/xx/ Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Party of the first part, hereinafter referred as to as
OWNER, and ELECTRIC FUEL CORPORATION, party of the second party, hereinafter
referred to as TENANT.
WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from
Owner part of 3/rd/ Floor (3210 sq. ft.) Suite 301, in the building known as 632
Broadway, in the Borough of Manhattan, City of New York for the term of Five (5)
Years, (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the 1st day of December, 2000 and to end on the 30/th
/day of November 2005, both days inclusive, at an annual rental rate of
SEE PARAGRAPH 36 OF THE ANNEXED RIDER
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and duties, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or subs other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay first monthly installment (s) on the execution hereof (unless this lease
be a renewal).
In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment if rent to Owner pursuant
to the terms of another lease with Owner of with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.
The parties hereto, for themselves, their heirs, distributes, executors,
administrators, legal representatives successors and assigns, hereby covenant as
follows:
Rent:
1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy:
2. Tenant shall use and occupy demised premises for SEE PARAGRAPH 52 OF THE
ANNEXED RIDER and for no other purpose
Tenant Alterations:
3. Tenant shall make no changes on or to the demised premises of any Nature
without Owner's prior: written consent. Subject to the prior written consent of
Owner, and to the provisions of this article, Tenant at Tenant's expense, may
make alterations, additions or improvements which are non-structural and which
do not affect utility services or plumbing and electrical lines, in or on or the
interior of the demised premises by using contractors or mechanics first
approved by Owner, Tenant shall, before making any alteration, additions,
installations or improvements, at its expense obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies and (upon
completion) certificates of final approval thereof and shall deliver promptly
duplicates of all such permits approvals and certificates to Owner and Tenant
agrees to carry and will cause Tenant's
contractors and sub-contractors to carry such xxxxxxx'x compensation, general
liability, personal and property damage insurances as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same form a part, for work claimed to heave been done for, or materials
furnished to Tenant, whether or not to be done pursuant to this article, the
same shall be discharged by Tenant within thirty days thereafter, at Tenant's
expense, by filing the bond required by law. All fixtures and all paneling
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner in Tenant's behalf shall upon installation
become the property of the Owner and shall remain upon and be surrendered with
the demised premises unless Owner, by notice to Tenant no later than twenty days
prior to the date fixed as the termination of this lease elects to relinquish
Owner's right thereto and to have them removed by Tenant, in which event the
same shall be removed from the premises by Tenant prior to the event the same
shall be removed from the premises by Tenant prior to the expiration of the
lease at Tenant's expense. Nothing in this Article shall be construed to give
Owner title to or to prevent Tenant's removal of trade fixtures moveable office
furniture and equipment, but upon removal of any such from the premises or upon
removal of other installations as may be required by Owner, Tenant shall
immediately and at its expense, repair and restore the premises to the condition
existing prior to installation and repair any damage to the demised premises or
the building due to such removal. All property permitted or required to be
removed, by Tenant at the end of the term remaining in the premises after
Tenants removal shall be deemed abandoned and may, at the election of Owner,
either be retained as Owner's property or may be removed from the premises by
Owner, at Tenant's expense.
Maintenance and Repairs
4. Tenant shall, throughout the term of this lease, take good care of demised
premises and the fixtures and appurtenances therein. Tenant shall be responsible
for all damage or injury to the demised premises or any other part of the
building and the systems and equipment thereof, whether requiring structural or
nonstructural repairs caused by or resulting carelessness, omission, neglect or
improper conduct of Tenant, Tenant subtenants, agents, employees, invitees or
licensees, or which arise out of any work, labor, service or equipment done for
or supplied to Tenant or any subtenant or arising out of the installation, use
or operation of the property or equipment of Tenant or any subtenant. Tenant
shall also repair all damage to the building and the demised premises caused by
the moving of Tenant's fixtures, furniture and equipment. Tenant shall promptly
make, at Tenant's expense, all repairs in and to the demised premises for which
Tenant is responsible, using only the contractor for the trade or trades in
question, selected from a list of at least two contractors per trade submitted
by Owner. Any other repairs in or to the building or the facilities and systems
thereof for which Tenant is responsible shall be performed by owner at the
Tenant's expense. Owner shall maintain in good working order and repair the
exterior and the structural portions of the building, including the structural
portions of its demised premises, and the public portions of the building
interior and the building plumbing, electrical, heating and ventilating systems
(to the extent such systems presently exist) serving the demised premises.
Tenant agrees to give prompt notice of any defective condition in the premises
for which Owner may be responsible hereunder. There shall be no allowance to
Tenant for diminution of rental value and no liability on the part of Owner by
reason of inconvenience, annoyance or injury to business arising from owner or
others making repairs, alterations, additions or improvements in or to any
portion of the building or the demised premises or in and to the fixtures,
appurtenances or equipment thereof. It is specifically agreed that Tenant shall
not be entitled to any setoff or reduction of rent by reason of any failure of
Owner to comply with the covenants of this or any other article of this Lease.
Tenant agrees that Tenant's sole remedy at law in such instance will be by way
of any action for damages for breach of contract. The provisions of this Article
4 shall not apply in the case of fire other casualty which are deal with in
Article 9 hereof.
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Window Cleaning:
5. Tenant will not clean nor require, permit, suffer or allow any window in
the demised premises to be cleaned from the outside in violation of Section 202
of the Labor law or any other applicable law or of the rules of the Board of
Standards and Appeals, or of any other Board or body having or asserting
jurisdiction
Requirements of Law:
6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and board and any direction of any public officer pursuant to the
law and all orders, rules and regulations of the New York Board of Fire
Underwriters, Insurance Services Office, or any similar body which shall impose
any violation, order or duty upon Owner or Tenant with respect to the demised
premises, whether or not arising out of Tenant's page 3 use or manner of use
thereof, (including Tenant's permitted use) or, with respect to the building if
arising out of Tenant's use or manner of use of the premises or the building
(including the use permitted under the lease). Nothing herein shall require
Tenant to make structural repairs or alterations unless Tenant has, by it manner
of use of the demised premises or method of operation therein, violated any such
laws, ordinances orders, rules, regulations or requirements with respect
thereto, Tenant may, after securing Owner to Owner's satisfaction against all
damages, interest, penalties, and expenses, including, but not limited to
reasonable attorney's fees, by cash deposit or by surety bond in an amount and
in a company satisfactory to Owner, contest and appeal any such laws,
ordinances, orders , rules, regulations or requirements provided same be done
with all reasonable promptness and provided such appeal shall not subject Owner
to prosecution for a criminal offense or constitute a default under any lease or
mortgage under which Owner may be obligated, or cause the demised premises or
any part thereof to be condemned or vacated. Tenant shall mot do or permit any
act or thing to be done in or to the demised premises which is contrary to law,
or which will invalidate or be in conflict with public liability, fire or other
policies of insurance at any time carried by or for the benefit of Owner with
the respect to the demised premises form a part, or which shall or might subject
Owner to any liability or responsibility to any person or for property damage,
Tenant shall not keep anything in the demised premises except as now or
hereafter permitted by the Fire Department Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction , and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which shall
pay all costs, expenses, fines, penalties, or damages, which may be imposed upon
Owner by reason of Tenant's failure to comply with the provisions of this
article and if by reason of such failure the fire insurance rate shall at the
beginning if this lease or at any time thereafter be higher than it otherwise
would be, then Tenant shall reimburse Owner, as additional rent hereunder, for
that portion of all fire insurance premiums thereafter paid by Owner which shall
have been charged because of such failure by Tenant. In any action or proceeding
wherein Owner and Tenant are parties, a schedule or "make up " of rate for the
building or demised premises issued by the New York Fire Insurance Exchange, or
other body making fire insurance rates applicable to said premises shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rates then applicable to said premises shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rates them applicable to said premises. Tenant
shall not place a load upon any floor of the demised premises exceeding the
floor load per square floor area which it was designed to carry and
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which is allowed by law. Owner reserves the right to prescribe the weight and
position of all safes, business machines and mechanical equipment. Such
installation shall be placed and maintained by Tenant, at Tenant's expense, in
settings sufficient, in Owner's judgment, to absorb and prevent vibration, noise
and annoyance.
Subordination:
7. This lease is subject and subordinate to all ground or underlying leases
and to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination. Tenant shall execute promptly any
certificate that Owner may request.
Property Loss, Damage, Reimbursement, Indemnity:
8. Owner or its agents shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, nor for loss of or
damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause whatsoever nature, unless
caused by or due to the negligence of Owner, its agents, servants or employees.
Owner or its agents will not be liable for any such damage caused by other
tenants or persons in, upon or about said building or caused by operations in
construction of any private, public or quasi-public work. If at any time any
windows of the demised premises are temporarily closed, darkened or bricked up
(or permanently closed, darkened or bricked up of required by law) for any
reason whatsoever including, but not limited to Owner's own act, Owner shall not
be liable for any damage Tenant may sustain thereby and Tenant shall not be
entitled to any compensation therefore nor abatement of diminution of rent nor
shall the same release Tenant from its obligation hereunder constitute an
eviction. Tenant shall indemnify and save harmless Owner against and from all
liabilities, obligations, damages, penalties, claims, costs and expenses for
which Owner shall not be reimbursed by insurance, including reasonable attorneys
fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant's
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct of
the Tenant, Tenant's agents, contractors, employees, licensees, Tenants
liability under this lease extends to the acts and omissions of any sub tenant
and any agent , contractor, employee, invitee or licensee of any sub-tenant. In
any case any action or proceeding is brought against Owner by reason of any such
claim, Tenant, upon written notice from Owner, will at Tenant's expense, resist
or defend such action or proceeding by counsel approved by Owner in writing,
such approval not to be unreasonably withheld.
Destruction Fire and Other Casualty:
9 (a) If the demised premises or any part thereof shall be damaged by fire
if other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
(b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Owner and the rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is useable.
(c) 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
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shall cease until the date when the premises shall have been repaired and
restored by Owner, subject to Owner's right to elect not to restore the same as
hereinafter provided.
(d) If the demised premises are rendered wholly unusable or (whether or
not the demised premises are damaged in whole or in part) if the building shall
be so damaged that Owner shall decide to demolish it or to rebuild it, then, in
any of such events, Owner may elect to terminate this lease by written notice to
Tenant, given within 90 days after such fire or casualty, specifying a date for
the expiration of the 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 premises without prejudice however, to Landlord's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided for herein, Owner shall make the repairs and restorations
under the conditions of (b) and (c) hereof, with all reasonable expedition,
subject delays due to adjustment of insurance claims, labor troubles and causes
beyond Owner's control. After any such casualty, Tenant shall cooperate with
Owner's restoration by removing from the premises as promptly as reasonably
possible, all of Tenant's salvageable inventory and movable equipment,
furniture, and other property. Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the premises are substantially ready
for Tenant's occupancy.
(e) Nothing contained hereinabove shall relieve Tenant from liability that
may exist as a result of damage from fire or other casualty. Notwithstanding the
foregoing, each party shall look first to any insurance in its favor before
making any claim against the other party for recovery for loss or damage
resulting form fire or other casualty, and to the extent that such insurance is
in force and collectible and to the extent permitted by law, Owner and Tenant
each hereby releases and waives all right of recovery against the other or any
one 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
benefiting from the waiver shall pay such premium within ten days after written
demand or shall be deemed to have agreed that the party obtaining insurance
coverage shall be free of any further obligation under the provisions hereof
with respect to waiver of subrogation. Tenant acknowledges that Owner will not
carry insurance on Tenant's furniture and / or furnishings or any fixtures or
equipment, improvements or appurtenances removable by Tenant and agrees that
Owner will not be obligated to repair any damage thereto or replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.
Eminent Domain:
10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease and assigns to Owner, Tenant's entire
interest in any such award.
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Assignment, Mortgage, Etc.:
11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that it shall
not assign, mortgage or encumber this agreement, nor underlet, or suffer or
permit the demised premises or any part thereof to be used by others, without
the prior written consent of Owner in each instance. Transfer of the majority of
the stock of a corporate Tenant shall be deemed an assignment. If this lease be
assigned, or if the demised premises or any part thereof by underlet or occupied
by anybody other than Tenant, Owner may, after default by Tenant, collect rent
from the assignee, under-tenant or occupant, and apply the net amount collected
to the rent herein reserved, but no such assignment, underletting, occupancy or
collection, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment or underletting shall not in
any wise be construed to relieve Tenant from obtaining the express consent in
writing of Owner to any further assignment or underletting.
Electric Current:
12. Rates and conditions in respect to submetering or rent inclusion, as the
case may be, to be added in RIDER attached hereto. Tenant covenants and agrees
that at all times its use of electric current shall not exceed the capacity of
existing feeders to the building or the risers or wiring installation and Tenant
may not use any electrical equipment which, in Owner's opinion, reasonably
exercised, will overload such installations or interfere with the use thereof by
other tenants of the building. The change at any time of the character of
electric service shall in no wise make Owner liable or responsible to Tenant,
for any loss, damages or expenses which Tenant may sustain.
Access to Premises:
13. Owner or Owner's agents shall have the right (but shall not be obligated)
to enter the demised premises in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements as owner may deem necessary and reasonably desirable to the demised
premises or to any other portion of the building or which Owner may elect to
perform. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in therein provided they are concealed within the walls, floor, or
ceiling. Owner may, during the progress of any work in the demised premises,
take all necessary materials and equipment into said premises without the same
constituting an eviction nor shall the Tenant be entitled to any abatement of
rent while such work is in progress nor to any damages by reason of loss or
interruption of business or otherwise. Throughout the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during the last six months of the term for the purpose of showing the same to
prospective tenants. If Tenant is not present to open and permit any entry into
the premises, Owner or Owner's agents may enter the same whenever such entry may
be necessary or permissible by master key or forcibly and provided reasonable
care is exercised to safeguard Tenant's property, such entry shall not render
Owner or its agents liable therefore, nor in any event shall the obligations of
Tenant hereunder be affected. If during the last month of the term Tenant shall
have removed all or substantially all of Tenant's property therefrom Owner may
immediately enter, alter, renovate or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to Tenant for any
compensation and such act shall have no effect on this lease or Tenant's
obligations hereunder.
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Vault, Vault Space, Area:
14. No vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything contained
in or indicated on any sketch, blue print or plan, or anything contained
elsewhere in this lease to the contrary notwithstanding. Owner makes no
representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building, which Tenant may be permitted to use and / or occupy, is to be used
and / or occupied under a revocable license, and if any such license be revoked
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Owner shall not be subject to
any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.
Occupancy:
15. Tenant will not at any time use or occupy the demised premises in violation
of the certificate of occupancy issued for the building of which the demised
premises are a part. Tenant has inspected the premises and accepts them as is,
subject to the riders annexed hereto with respect to Owner's work, if any. In
any event, Owner makes no representation as to the condition of the premises and
Tenant agrees to accept the same subject to violations, whether or not of
record.
Bankruptcy:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Owner by the sending of a written notice to Tenant
within a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any sate statute.
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of this
Article 16 shall be applicable only to the party then owning Tenant's interest
in this lease.
(b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period, In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount or the
difference referred to above.
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Default:
17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants for the payment of rent or additional rent; or if the
demised premises become vacant or deserted; or if any execution or attachment
shall be issued against Tenant or any of Tenant's property whereupon the demised
premises shall be taken or occupied by someone other than Tenant; or if this
lease be rejected under S 235 of Title 11 of the U.S. Code (bankruptcy code); or
if Tenant shall fail to move into or take possession of the premises within
fifteen (15) days after the commencement of the term of this lease, then, in any
one or more of such events, upon Owner serving a written five (5) days notice
upon Tenant specifying the nature of said default and 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 a nature
that the same cannot be completely cured or remedied within said five (5) day
period, and if Tenant shall not have diligently commenced curing such default
within such five (5) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such default, then Owner
may serve a written three (3) days' notice of cancellation of this lease upon
Tenant, and upon the expiration of said three (3) days this lease and the term
thereunder shall end and expire as fully and completely as if the expiration of
such three (3) day period were the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided.
(2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant of Tenant or
other occupant of demises premises and remove their effects and hold the
premises as if this lease had not been made, and Tenant hereby waives the
service of notice of intention to re-enter or to institute legal proceedings to
that end. If Tenant shall make default hereunder prior to the date fixed as the
commencement of any renewal or extension of this lease, Owner may cancel and
terminate such renewal or extension agreement by written notice.
Remedies of Owner and Waiver of Redemption:
18. In case of any such default, re-entry, expiration and / or dispossess by
summary proceedings or otherwise, (a) the rent shall become due thereupon and be
paid up to the time of such re-entry, dispossess and / or expiration, (b) Owner
may re-let the premises or any part or parts thereof, either in the name of
Owner or otherwise, for a term or terms, which may at Owner's option be less
than or exceed the period which would otherwise have constituted the balance of
the term of this lease and may grant concessions or free rent or charge a higher
rental than that in this lease, and / or (c) Tenant or the legal representatives
of the Tenant shall also pay Owner as liquidated damages for the failure of
Tenant to observe and perform said Tenant's covenants herein contained, any
deficiency between the rent hereby reserved and / or covenanted to be paid and
the net amount, if any, of the rents collected on account of the lease or leases
of the demised premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of Owner to re-
let the premises or any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said deficiency such expenses as Owner may incur in connection
with re-letting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the rent day specified in this lease and any suit
brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Owner to col-
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lect the deficiency for any subsequent month by a similar proceeding. Owner, in
putting the demised premises, and the making of such alterations, repairs,
replacements and / or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. Owner shall in no event be liable
in any way whatsoever for failure to re-let the demised premises, or in the
event that the demised premises are re-let, for failure to collect the rent
thereof under such re-letting, and in no event shall Tenant be entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant to Owner hereunder. In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity as
if re-entry, summary proceedings and other remedies were not herein provided
for. Mention in this lease of any particular remedy, shall not preclude Owner
from any other remedy, in law or in equity. Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed for any cause, or in the event
of Owner obtaining possession of demised premises, by reason of the violation by
Tenant of any of the covenants and conditions of this lease, or otherwise.
Fees and Expenses:
19. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder. If
Owner, in connection with the foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any action or
proceeding, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's default shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Owner within five (5) days of rendition of any xxxx
or statement to Tenant therefore. If Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner as damages.
Building Alterations & Management:
20. Owner shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant therefore to change the
arrangement and / or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance to Tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or injury
to business arising from Owner or other Tenants making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
such controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.
No Representation by Owner:
21. Neither Owner nor Owner's agents have made any representations or promises
with respect to the physical condition of the building, the land upon which it
is erected or the demised premises, the rents, leases, expenses of operation or
any other matter or thing affecting or related to the premises except as herein
expressly set forth and no rights, easements or licenses are acquired by Tenant
by implication or otherwise except as expressly set forth in the provisions of
this lease, Tenant has
-9-
inspected the building and the demised premises and is thoroughly acquainted
with their condition and agrees to take the same "as is" and acknowledges that
the taking of possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements heretofore
made between the parties hereto are merged in this contract, which alone fully
and completely expresses the agreement between Owner and Tenant and any
executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.
End of Term:
22. Upon the expiration or other termination of the term of this lease, Tenant
shall quit and surrender to Owner the demised premises, broom clean, in good
order and condition, ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its property. Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of this lease, If the last day of
the term of this Lease or any renewal thereof, falls on Sunday, this lease shall
expire at noon on the preceding Saturday unless it be a legal holiday in which
case it shall expire at noon on the preceding business day.
Quiet Enjoyment:
23. Owner covenants and 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 including, but not limited to, Article 31
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.
Failure to Give Possession:
24. If Owner is unable to give possession of the demised premises on the date
of the commencement of the term hereof, because of the holding-over or retention
of possession of any tenant, undertenant or occupants or if the demised premises
are located in a building being constructed, because such building has not been
sufficiently completed to make the premises ready for occupancy or because of
the fact that a certificate of occupancy has not been procured or for any other
reason, Owner shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession) until
after Owner shall have given Tenant written notice that the premises are
substantially ready for Tenant's occupancy. If permission is given to Tenant to
enter into the possession of the demised premises or to occupy premises other
than the demised premises prior to the date specified as the commencement of the
term of this lease, Tenant covenants and agrees that such occupancy shall be
deemed to be under all the terms, covenants, conditions and provisions of this
lease, except as to the covenant to pay rent. The provisions of this article are
intended to constitute "an express provision to the contrary" within the meaning
of Section 223-a of the New York Real Property Law.
-10-
No Waiver:
25. The failure of Owner to seek redress for violation of, or to insist upon
the strict performance of any covenant or condition of this lease or of any of
the Rules or Regulations, set forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation. The receipt by
owner of rent with knowledge of the breach and no provision of this lease shall
be deemed to have been waived by Owner unless such waiver be in writing signed
by Owner. No payment by Tenant or receipt by Owner of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed an acceptance of a
surrender of said premises, and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee or Owner or Owner's agent
shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.
Waiver of Trial by Jury:
26. It is mutually agreed by and between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters whatsoever
arising out of or in any way connected with this lease, the relationship of
Owner and Tenant, Tenant's use of or occupancy of said premises, and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Owner commences any summary proceeding for possession of the
premises, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding including a counterclaim under Article 4.
Inability to Perform:
27. This Lease and the obligation of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever including, but not limited to, government
preemption in connection with a National Emergency or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions of supply and demand which have been or
are affected by war or other emergency.
Bills and notices:
28. Except as otherwise in this lease provided, a xxxx, statement, notice or
communication which Owner may desire or be required to give to Tenant, shall be
deemed sufficiently given or rendered if, in writing, delivered to Tenant
personally or sent by registered or certified mail addressed to Tenant at the
building of which the demises premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to Tenant, and the time of the rendition of such xxxx or
statement and of the giving of such notice or communication shall be
-11-
deemed to be the time when the same is delivered to Tenant, mailed, or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.
Services Provided by Owners:
29. As long as Tenant is not in default under any of the covenants of this
lease, Owner shall provide: (a) necessary elevator facilities on business days
from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and have one
elevator subject to call at all other times; (b) heat to the demised premises
when and as required by law, on business days from 8 a.m. to 6 p.m. and on
Saturdays from 8 a.m. to 1 p.m.; (c) water for ordinary lavatory purposes, but
if Tenant uses or consumes water for any other purposes or in unusual quantities
(of which fact Owner shall be the sole judge), Owner may install a water meter
at Tenant's expense which Tenant shall thereafter maintain at Tenant's expense
in good working order and repair to register such water consumption and Tenant
shall pay for water consumed as shown on said meter as additional rent as and
when bills are rendered; (d) cleaning service for the demised premised premises
on business days at Owner's expense provided that the same are kept in order by
Tenant. If, however, said premises are to be kept clean by Tenant, it shall be
done at Tenant's sole expense, in a manner satisfactory to Owner and no one
other than persons approved by Owner shall be permitted to enter said premises
or the building of which they are a part for such purpose, Tenant shall pay
Owner the cost of removal of any of Tenant's refuse and rubbish from the
building; (e) if the demised premises are serviced by Owner's air conditioning /
cooling and ventilation system, air conditioning / cooling will be furnished to
tenant from May 15/th/ through September 30/th/ on business days (Mondays
through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and ventilation
will be furnished on business days during the aforesaid hours except when air
conditioning / cooling or ventilation for more extended hours or on Saturdays,
Sundays or on holidays, as defined under Owner's contract with Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense. RIDER
to be added in respect to rates and conditions for such additional service; (f)
Owner reserves the right to stop services of the heating, elevators, plumbing,
air-conditioning, power systems or cleaning or other services, if any, when
necessary by reason of accident or for repairs, alteration, replacements or
improvements necessary or desirable in the judgment of Owner for as long as may
be reasonably required by reason thereof. If the building of which the demised
premises are a part supplies manually operated elevator service, Owner at any
time may substitute automatic control elevator service and upon ten days'
written notice to Tenant, proceed with alterations necessary therefore without
in any wise affecting this lease or the obligation of Tenant hereunder. The same
shall be done with a minimum of inconvenience to Tenant and Owner shall pursue
the alteration with due diligence.
Captions:
30. The Captions are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope of this lease nor the intent
of any provisions thereof.
Definitions:
31. The term "offices", wherever used in this lease, shall not be construed to
mean premises used as a store or stores, for the sale or display, at anytime, of
goods, wares or merchandise, of any kind, or as a restaurant, shop, booth,
bootblack or other stand, xxxxxx shop, or for other similar purposes or for
manufacturing. The term "Owner" means a landlord or lessor, and as used in this
lease means only the owner, or the mortgagee in possession, for the time being
of the land and building (or the
-12-
owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Owner shall be and hereby is entirely
freed and relieved of all covenants and obligations of Owner hereunder, and it
shall be deemed and construed without further agreement between the parties or
their successors in interest, or between the parties and the purchaser, at any
such, or the said lessee of the building, or of the land and building, that the
purchaser or the lessee of the building has assumed and agreed t carry out any
and all covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by specific hours in Article 29
hereof), Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.
Adjacent Excavation-Shoring:
32. If and 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 said person shall deem necessary to
preserve the wall or the building of which demised premises form a part from
injury or damage and to support the same by proper foundations without any claim
for damages or indemnity against Owner, or diminution or abatement of rent.
Rules and Regulations:
33. Tenant and Tenant's servants, employees, agents, visitors, and licensees
shall observe faithfully, and comply strictly with, the Rules and Regulations
and such other and further reasonable Rules and Regulations and such other and
further reasonable Rules and Regulations as Owner or Owner's agents may from
tome to time adopt. Notice of any additional rules or regulations shall be given
in such manner as Owner may elect. In case Tenant disputes the reasonableness of
any additional Rule or Regulation hereafter made or adopted by Owner or Owner's
agents, the parties hereto agree to submit the question of the reasonableness of
such Rule or Regulation for decision to the New York office of the American
Arbitration Association, whose determination shall be final and conclusive upon
the parties hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Owner within ten (10)
days after the giving of notice thereof. Nothing in this lease contained shall
be construed to impose upon Owner any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease, as against
any other tenant and Owner shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.
Security:
34. Tenant has deposited with Owner the sum of $___________ as security for the
faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease; it is
agreed that in the event Tenant defaults in respect of any of the terms,
provisions and conditions of this lease, including, but not limited to, the
payment of rent and additional rent, Owner may use, apply or retain the whole or
any part of the security so deposited to the extent required for the payment of
any rent and additional rent or any other sum as to which Tenant is in default
or for any
-13-
sum which Owner may expend or may be required to expend by reason of Tenant's
default in respect of any of the terms, covenants and conditions of this lease,
including but not limited to, any damages or deficiency in the re-letting of the
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Owner. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this lease, the security shall be returned to Tenant after the date fixed as the
end of the Lease and after delivery of entire possession of the demised premises
to Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall have the right
to transfer the security to the vendee or lessee and Owner shall thereupon be
released by Tenant from all liability for the return of such security; and
Tenant agrees to look to the new Owner solely for the return of said security,
and it is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Owner. Tenant further covenants that it
will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Owner nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance.
Estoppel Certificate:
35. Tenant, at any time, and from time to time, upon at least 10 days' prior
notice by Owner, shall execute, acknowledge and deliver to Owner, and / or to
any other person, firm or corporation specified by Owner, a statement certifying
that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that the same is in full force and effect as modified and
stating the modifications), stating the dates to which the rent and additional
rent have been paid, and stating whether or not there exists any default by
Owner under this Lease, and, if so specifying each such default.
Successors and Assigns:
36. The covenants, conditions and agreements contained in this lease shall bind
and inure to the benefit of Owner and Tenant and their respective heirs,
distributes, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.
IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
RENAISSANCE 000 XXXXXXXX LLC.
----------------------------
Witness for Owner:
/s/
____________________________ ---------------------------------------
By: Xxxxxxx Xxxxxx, Member
ELECTRIC FUEL CORPORATION
-------------------------
Witness for Tenant:
/s/ /s/ /s/
---------------------------- ---------------------------------------
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IMPORTANT - PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN
ACCORDANCE WITH ARTICLE 33
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any Tenant or used for any purpose other than for ingress or
egress from the demised premises and for delivery of merchandise and
equipment in a prompt and efficient manner using elevators and passageways
designated for such delivery by Owner. There shall not be used in any
space, or in the public hall of the 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 sideguards. If said
premises are situated on the ground floor of the building, Tenant thereof
shall further, at Tenant's expense, keep the sidewalk and curd in front of
said premises clean and fee from ice, snow, dirt and rubbish.
2. The water and wash closets and plumbing fixtures shall not be used for
any purposes other than those for which they were designed or constructed
and no sweepings, rubbish, rags, acids or other substances shall be
deposited therein, and the expense of any breakage, stoppage, or damage
resulting from the violation of this rule shall be borne by the Tenant who,
or whose clerks, agents, employees or visitors, shall have caused it.
3. No carpet, rug or other article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to
swept or thrown from the demised premises any dirt or other substances into
any of the corridors or halls, elevators, or out of the doors or windows or
stairways of the building and Tenant shall not use, keep or permit to be
used or kept any foul or noxious gas or substance in the demised premises,
or permit or suffer the demised premises to be occupied or used in a manner
offensive or objectionable to Owner or other occupants of the building by
reason of noise, odors, and/or vibrations, or interfere in any way with
other Tenants or those having business therein, nor shall any animals or
birds by kept in or about the building. Smoking or carrying lighted cigars
or cigarettes in the elevators of this building is prohibited.
4. No awnings or other projections shall be attached to the outside walls
of the building without the written consent of the owner.
5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of
the demised premises or the building or on the inside of the demised
premises if the same is visible from the outside of the premises without
the prior written consent of Owner, except that the name of Tenant may
appear on the entrance door of the premises. In the event of the violation
of the foregoing by any Tenant, Owner may remove same without any
liability, and may charge the expense incurred by such removal to Tenant or
Tenants violating this rule. Interior signs on doors and directory tablet
shall be inscribed, painted or affixed for each Tenant by Owner at the
expense of such Tenant, and shall be of a size, color and style acceptable
to Owner.
6. No Tenant shall xxxx, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No
boring, cutting or stringing of wires shall be permitted, except with the
prior written consent of Owner, and as Owner may direct. 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 inter-
-15-
lining of the 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.
7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in
existing locks or mechanism thereof. Each Tenant must, upon the termination
of his Tenancy, restore to Owner all keys of stores, offices and toilet
rooms, either furnished to otherwise procured by, such Tenant, and in the
event of the loss of any keys, so furnished, such Tenant shall pay to Owner
the cost thereof.
8. Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and
only during hours and in a manner approved by the Owner. Owner reserves the
right to inspect all freight to be brought in to the building and to
exclude from the building all freight which violated any of the Rules and
Regulations of the lease or which these Rules and Regulations are a part.
9. Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.
10. Owner reserves the right to exclude from the building between the
hours of 6 P.M. and 8 A.M. and at all hour on Sundays, and legal holidays
all persons who do not present a pass to the building signed by Owner.
Owner will furnish passes to persons for whom any Tenant requests same in
writing. Each Tenant shall be responsible for all persons for whom he
requests such pass and shall be liable to Owner for all acts of such
persons.
11. Owner shall have the right to prohibit any advertising by any Tenant
which in Owner's opinion, tends to impair the reputation of the building or
its desirability as a building for offices, and upon written notice from
Owner, Tenant shall refrain from or discontinue such advertising.
12. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid,
material, chemical or substance, or cause or permit any odors to permeate
in or emanate from the demised premises.
13. If the building contains central air conditioning and ventilation,
Tenant agrees to keep all windows closed at all times and to abide by all
rules and regulations issued by the Owner with respect to such services. If
Tenant requires air conditioning or ventilation after the usual hours,
Tenant shall give notice in writing to the building superintendent prior to
3:00 P.M. in the case of services required on week days, and prior to 3:00
P.M. on the day prior in the case of after hours service required on
weekends or on holidays.
14. Tenant shall not move any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the building without Owner's prior
written consent. If such safe, machinery, equipment, bulky matter or
fixtures requires special handling, all work in connection therewith shall
comply with the Administrative Code of the City of New York and all other
laws and regulations applicable thereto and shall be done during such hours
as Owner may designate.
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RIDER TO LEASE BETWEEN
RENAISSANCE 000 XXXXXXXX LLC
AND
ELECTRIC FUEL CORPORATION
DATED: December 5, 2000
36. The annual base rent during the term of the Lease Said sprinkler and
water charge may be raised in shall be as set forth in the following table. In
the event-the rate at which Landlord is charged addition, the tenant shall pay a
monthly sprinkler for sprinkler and/or water service is raised. charge of $30.00
and a monthly water and sewer Any such raise shall be equal to the same charge
of $70.00. percentage as Landlord's rate is raised. Landlord shall provide, at
Tenant's request, evidence of such increased changes. The first month's rent,
the first month's sprinkler charge and the security shall be paid on the signing
of this Lease. Landlord represents that the demised premises are serviced by an
operating sprinkler system.
Period Monthly Installment Annual Base Rent
------ ------------------- ----------------
12/01/00 - 11/30/2001 $12,840.00 $154,080.00
12/01/01 - 11/30/2002 $13,225.20 $158,702.40
12/01/02 - 11/30/2003 $13,621.96 $163,463.47
12/01/03 - 11/30/2004 $14,030.61 $168,367.37
12/01/04 - 11/30/2005 $14,451.53 $173,418.39
37. The Landlord agrees that the Tenant may occupy the demised premises
free of base rent from the commencement date December 1, 2000 through December
31, 2000. The within rent concession shall apply to base rent, and shall include
the sprinkler, water and sewer for a total of $12,940.00. Moreover, the
concessions granted pursuant to this paragraph are intended to be amortized over
the term of this Lease, notwithstanding the fact that they are realized by the
Tenant at the inception of this Lease. In the event this Lease is terminated or
possession surrendered before the expiration date as a result of Tenant's
default hereunder, the full concession shall become immediately due and payable
and a debt to be charged against the Tenant as additional rent or otherwise,
along with any unamortized brokerage commission which has been paid by Landlord.
Therefore, at the date of execution of this Lease, the Tenant shall pay to
Landlord, and Landlord acknowledges receipt of the following:
January 1, 2001 Rent...................... $12,840.00
January 1, 2001 Water and Sewer........... $ 70.00
January 1, 2001 Sprinkler................. $ 30.00
Proportionate share BID................... $ 201.50
Security Deposit (last 4 months charges).. $58,206.12
----------
Total upon signing of Lease............... $71,347.62
The security deposit will be held in an interest-bearing "lease security"
account in HSBC Bank USA. Interest is to be paid annually to Tenant on or
about March 30 of each year, less a one (1%) percent administrative fee to be
retained by Landlord. Landlord reserves the right to change the bank in which
the deposit is mentioned and shall notify Tenant of any such change. Landlord
shall
not be required to obtain an interest rate above that normally given by the bank
for ordinary lease security accounts.
Rent: Method of Payment: The rent is due, in the Landlord's office, on
------------------------
the First (1st) day of each and every month. On the First (1st) day of each
month (or, if that is a non-business day, on the first business day thereafter),
a messenger from the Landlord will pick up the rent from the Tenant's premises.
Rent shall be paid in U.S. currency in good funds in cash or check drawn on a
bank with an office in New York City.
Rent: Late Payment: Rent not received by the Landlord by 3:00 p.m. on the
-------------------
Seventh (7th) calendar day of each month shall be deemed in default. In
addition, in the event the full rent is not received by the owner by the Seventh
(7th) calendar day of each month, the Tenant shall pay a late charge equal to
four (4%) percent of the outstanding balance of unpaid rent and/or additional
rent due pursuant to this Lease.
In the event any check given by Tenant to Landlord is dishonored by
Tenant's bank, for any reason, Tenant shall forthwith deliver a certified or
bank check to Landlord in the amount of the dishonored check together with any
applicable late payment charge, plus a charge of Twenty-five Dollars ($25), upon
receipt of which Landlord will return the dishonored check to Tenant.
The charges herein set forth shall be deemed reimbursement to Landlord for
expenses incurred and lost income which may result from such late payments and
not as a penalty. The charges herein shall be in addition to and not in lieu of
any other rights of Landlord granted by this Lease or by law.
38. (a) For the purpose of this Paragraph, it is agreed that the area
occupied by Tenant under this Lease represents 3.35% percent of the total
rentable area of the building, of which the demised premises are a part
(hereinafter referred to as the building); that the "lease year" shall mean the
twelve (12) month period commencing with the first day of the term and each
twelve (12) month period thereafter; that the "Base" tax year for determining
the increase in taxes and vault charges, shall be the tax year 2000/2001, the
"Base" year for determining all charges in subparagraph (b) below shall be
Calendar year 2000.
(b) In addition to all other rent charges payable by Tenant under this
Lease, Tenant agrees to pay 3.35% percent of the amount of any increase in
Landlord's expense on the building for real estate taxes, common vault charges
and fuel charges imposed on the building (including the land thereunder) in any
subsequent year over the amount of the fuel costs and taxes, common vault
charges paid or required to be paid by Landlord for the Base tax year, by reason
of any increase in the assessed valuation or an increase in the tax rate, or
both, or by the levy, assessment or imposition of any new or additional real
estate tax or assessment on the building and/or appurtenances (including the
land thereunder) to the extent that same shall be in lieu of or in addition to
any of aforesaid taxes or assessments upon or against said building and/or
appurtenances (including the land thereunder) or by any increase in the vault
charges. The Tenant agrees to pay the amount of any such increase within twenty
(20) days following receipt of Landlord's xxxx for same. If any such increase
shall be applicable to less than a full lease year, the increase shall be pro-
rated. Landlord shall, at the time it sends Tenant a xxxx for the aforesaid tax
increase, enclose a copy of the most recent fuel xxxx and the most recent tax
and related bills from the City of New York and indicate how Landlord computes
Tenant's share of any tax increase.
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(c) In addition to the above, Tenant shall be responsible for Tenant's
proportionate share 3.35% of any Business Improvement District Charge (B.I.D.)
or tax imposed upon the building.
(d) In no event shall the annual rent stated in this Lease (exclusive of
additional rent under this article) be reduced for any year below the amount
specified therefor in paragraph 36 for such year.
39. If electric current is supplied by Landlord and is submetered to the
Tenant who shall purchase same from Landlord or Landlord's agent at the same
base rate which Landlord pays to Consolidated Edison Company (Rate #4) plus
Twenty-five Percent (25%).
Landlord shall not be liable to Tenant for any loss or damage or expense
which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements as a result of causes beyond Landlord's reasonable control. Any
riser or risers to supply Tenant's electrical requirements, upon written request
of Tenant, and written approval of Landlord may be installed by Tenant, at the
sole cost and expense of Tenant, if, in Landlord's sole reasonable judgment, the
same are necessary and will not cause permanent damage or injury to the building
or demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants. In addition to the installation of
such riser or risers, Tenant will also at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith subject
to the aforesaid terms and conditions. Tenant covenants and agrees that at all
times its use of electrical current shall never exceed the capacity of existing
feeders to the building or the risers or wiring installations.
Bills shall be rendered at such times as Landlord may elect. In the event
that such bills are not paid within five (5) business days after they are
rendered, Landlord may, after five (5) business days written notice to Tenant in
accordance with paragraph 59, discontinue the service of electric current to the
demised premises. Since Landlord is liable to Con Edison for payment of the
bills even in the event Tenant defaults, Landlord's election to employ this
remedy shall not be considered a breach of agreement and shall not entitle
Tenant to any offset of rent.
Landlord may also discontinue the service of electric current to the
demised premises without cause upon thirty (30) days written notice to Tenant,
however, in such event, Landlord will continue to supply electric service until
Tenant has had a reasonable time to obtain same directly from the Utility. In
the event of discontinuance of electric service by the Landlord, as hereinabove
provided, Landlord shall have the option to install a meter at its sole cost and
expense and other appropriate wiring to insure that Tenant's electrical service
is not interrupted. In such event Tenant shall not be released from any
liability under this Lease. Such discontinuance shall not be deemed to be a
lessening of services within the meaning of any law, rule, or regulation now or
hereafter enacted, promulgated or issued. In the event of such discontinuance,
Tenant shall arrange to receive such service directly from said public utility
corporation.
If any tax is imposed upon Landlord's receipt from the sale or resale of
electrical energy or gas or telephone service to the Tenant by any Federal,
State or Municipal Authority, Tenant covenants and agrees that, where permitted
by law, Tenant's pro rata share of such taxes shall be passed on to, and
included in the xxxx of, and paid by, Tenant to Landlord.
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40. It is understood and agreed that this Lease may not be assigned nor
may the demised premises be sub-leased without the Landlord's written consent.
Furthermore, it is understood and agreed that, unless Tenant is a publicly-
traded company, in the event Tenant sells, assigns, or transfers any ownership
of any shares of its stock to any person or entity without the prior written
consent of Landlord, whose consent shall not be unreasonably withheld and/or
delayed, same shall be deemed an unauthorized assignment. However, it is
understood and agreed that in the event Landlord consents to any such
assignment, sublet or transfer same shall not diminish Tenant's obligation to
perform all the terms, warranties, and covenants. Such assignment shall not
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relieve tenant of its obligations or duties hereunder.
Notwithstanding the above, at Landlord's option, where Tenant proposes to
Sublet or Assign all of the Demised Premises, Landlord may elect to terminate
this Lease in lieu of giving consent, whereupon all obligations of the parties
shall terminate on all respects. Landlord, if it so elects, shall exercise this
option within Twenty-One (21) days of receipt of a written request for
permission to Sublet or Assign from the Tenant received in accordance with
Paragraph 59 of this Lease. Tenant has no reciprocal option to Terminate. Upon
such Termination, the provisions of this lease applicable to the end of the term
shall be accelerated to the date the Tenant proposed such Sublet or Assignment
were to be effective. In the event Landlord makes such election, Tenant shall
remain fully responsible for all terms of this Lease until the accelerated
Termination thereof. Tenant shall further be responsible for all unamortized
brokerage commissions and rent concessions as per paragraph 37 in the event of
any accelerated termination of this Lease pursuant to this paragraph.
In the event Tenant does sell, assign or transfer this Lease or sublet any
part of the demised premises with Landlord's consent as hereinbefore provided
for a sum in excess of the base rent as herein provided Landlord shall be
entitled to receive one-half ( 1/2) of any such excess base rent, net of any
expense which Tenant may incur in renting same, including, without limitation,
brokerage commissions, legal fees and the cost of Tenant's leasehold
improvements. Such excess shall be determined by dividing the rent (base and
additional) paid by Tenant by the number of square feet of the demised premises
in order to determine a rent per square foot. If the rent per square foot
pursuant to the sublease or lease assignment exceeds the rent per square foot
pursuant to this Lease less the aforementioned expenses, Landlord shall be
entitled to one-half ( 1/2) of such excess.
In the event of an assignment to a subsidiary, parent, partner, affiliated
company or other alter-ego of Tenant, Tenant shall remain liable for the
performances of all obligations pursuant to this Lease. Any such assignment
shall be permitted without Landlord's consent, except Landlord must be notified
in advance of such assignment and such assignment shall not relieve either the
Tenant or any Guarantor from its obligations hereunder.
Any other assignment must be done in strict compliance with this paragraph.
Under no circumstances shall the rent be below that which is reserved by
this Lease.
41. Tenant shall, at its sole cost and expense, provide and keep in full
force and effect for the benefit of Landlord and Tenant, a liability insurance
policy (naming Landlord as additional insured) in the amount of One Million
($1,000,000) Dollars for any one loss - Said policy shall be in standard form
written by good and solvent insurance companies reasonably satisfied to
Landlord, protecting Landlord and Tenant against any and all liabilities due to
or occasioned by negligence, occurrence, accident, or disaster on or about the
demised premises.
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42. All certificates of insurance shall be delivered to and left in the
possession of Landlord prior to the commencement of this lease or the
commencement of any work performed in or on the demised premises whichever date
shall be earlier. Such insurance shall be reasonably satisfactory to Landlord
and shall contain a clause requiring notification in writing by Certified Mail,
Return Receipt Requested, on ten (10) business days notice to Landlord in the
event of cancellation thereof for any reason whatsoever.
Said policies of insurance shall contain a provision waiving rights of
subrogation as against Landlord.
43. It is understood that in the event an insurance company providing
Landlord with insurance for the building in which the demised premises
constitutes a part shall at any time after the commencement of this lease
increase the annual premium for the amount of coverage then in place because of
Tenant's manner of use of the demised premises, other then for office space,
Tenant shall pay to Landlord as "Additional Rent", collectible in the same
manner and method as Rent is collected hereunder, One Hundred (100%) Percent of
such increase, due and payable on the first day of the first month subsequent to
Landlord's notification to Tenant that Landlord has received notification of
such increase. This paragraph shall not apply to changes in insurance rates
due to the premises being occupied rather than vacant, but refers to any
increases due to Tenant's activities or use of the premises.
44. Intentionally Omitted.
45. The Landlord will provide steam heat to the premises between October
15 and May 15 and from 7:00 a.m. to 6:00 p.m., Monday through Friday, when the
outside temperature falls below 55F. On Saturday, Sunday, legal Holidays, and
between the hours of 5:00 p.m. to 7:00 a.m., the Landlord will provide heat only
if the outside temperature falls below 40F. In the event of a mechanical
breakdown of the heating equipment, the owner shall not be responsible for any
loss of income or damages sustained by the Tenant. The owner agrees to make
prompt repairs to the heating equipment, provided same is within the owner's
reasonable control.
The Tenant may install a supplementary heating system, which is capable of
heating the entire demised premises when steam heat is not provided by the
owner. The Tenant's use of the supplementary heat shall be at the sole option,
control, and expense of the Tenant. The heating system shall be installed and
operated in accordance with any and all governmental laws and regulations
pertaining thereto. In the event the Tenant desires to use gas for said
supplementary heating system, the Tenant will first obtain a "blue card" and Con
Edison gas meter through the services of a licensed plumber.
In no respect is Landlord required to maintain the premises at a specified
temperature and the Tenant agrees to accept such heat as is normally supplied in
office buildings.
In no event shall the Landlord's failure to provide heat due to technical
problems be a cause for offset, diminution or suspension of Tenant's rental
obligations. In no respect is Landlord required to maintain the premises at a
specified temperature.
46. In order to properly service and maintain the sprinkler system for the
entire building, the Landlord must gain access to certain sprinkler valves
within Tenant's premises. The Tenant shall permit reasonable access by
Landlord's agents or employees to the valves during normal business
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hours. Tenant agrees that nothing may be attached to or hung from any sprinkler
pipes. Tenant expressly grants Landlord an easement to permit access as set
forth above.
47. No services shall be provided by Landlord on legal holidays including,
but not necessary limited to, New Years Day, Presidents Day, Thanksgiving, Labor
Day, Columbus Day, Election Day, Independence Day, Memorial Day, Xxxxxx Xxxxxx
Xxxx'x Birthday and Christmas Day. Notwithstanding above tenant may use the
premises and passenger elevator.
48. It is understood and agreed that any an all supplies, materials,
services equipment, and labor required for any work performed by Tenant or
performed by Landlord on Tenant's behalf to the demised premises shall be
supplied by Tenant at Tenant's sole cost and expense, unless specifically
excepted herein. Furthermore, it is understood and agreed that Tenant shall make
no demands upon Landlord for the provision of any supplies, materials, services,
equipment, or labor, nor shall Tenant request from Landlord any form of
compensation for Tenant's expenditures, unless specifically provided for herein.
49. It is understood and agreed that any and all work done by Tenant to
the demised premises shall be in accordance with all laws, regulations, and
ordinances of all governmental or municipal agencies having jurisdiction
therein.
50. Tenant, and it assigns, shall indemnify and hold Landlord harmless
from and against all liabilities, obligations, damages, penalties, claims,
costs, and expenses, including reasonable attorneys' fees paid, suffered, or
incurred arising out of or from any occurrence, accident, or disaster in the
demised premises, or in and about or adjacent to the exterior of the building in
which the demised premises constitutes a part, causing injury or damage to any
person, entity, or property, due to, any neglectful act or neglect of Tenant,
its agents, servants, employees, customers, or visitors to comply with and
perform each and every requirement and provision of this lease on its part to be
performed or due or claimed to be due to any use made by Tenant of the demised
premises. The foregoing indemnity shall not apply to the extent that Landlord
shall be determined to be contributorily negligent in respect of any occurrence,
accident or disaster in or about the demised premises.
51. Tenant agrees to use its best efforts to maintain the demised premises
free of any violations that may be imposed by the Department of Buildings and/or
any other governmental or municipal agency having jurisdiction over the demised
premises, arising out of Tenant's manner of use of the demised premises
hereunder which affect Landlord's building.
52. It is understood and agreed that Tenant will only use the demised
premises for General Office use and for no other purpose. Tenant acknowledges
that any breach of the foregoing provision will cause Landlord substantial and
irreparable harm and damage. In addition to all other remedies available to
Landlord, it is understood and agreed that this Lease and the term hereof shall
end, expire, and terminate in the event such breach is not cured within ten (10)
business days after notice by Landlord to Tenant to cure said breach as served
pursuant to paragraph 59 hereof. In the event such notice is given, Tenant
hereby agrees to vacate and surrender the demised premises to Landlord
forthwith. If tenant fails to do so landlord may seek an eviction by summary
proceeding.
53. It is understood and agreed that in the event Tenant shall "Hold Over"
and fail to deliver the demised premises to Landlord vacant and in "Broom Clean"
condition at the expiration of this Lease, at the expiration of any extensions
of this Lease, or at any time Landlord shall gain legal possession of the
demised premises by reason of Court Order, Tenant's default, or for any other
rea-
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son whatsoever, such "Holding Over" shall not be deemed to extend the term or to
renew this Lease, but such "Holding Over" thereafter shall continue upon the
covenants and conditions herein set forth except that the charge for the use and
occupancy of such "Holding Over" for each calendar month or part thereof (even
if such part shall be a small fraction of a calendar month) shall be at the rate
of 2 times the aggregate rent and additional rent payable hereunder during the
last month of Tenant's legal occupancy, which total sum Tenant agrees to pay
Landlord promptly upon demand, in full, without set-off or deduction. In the
event Tenant shall fail to pay Landlord such charge for "Holding Over" promptly
upon Landlord's demand, as provided for hereinabove, it is understood and agreed
that Landlord shall be entitled to interest calculated at a daily periodic rate
of .0411, an annual percentage rate of Fifteen (15%) percent. Neither the
billing nor the collection of use and occupancy charges in the above amount
shall be deemed a waiver of any right of Landlord to collect damages for
Tenant's failure to vacate the demised premises after the expiration or sooner
termination of this Lease. The foregoing shall survive the term of this Lease
and any renewals or extensions thereof.
54. It is understood and agreed that the demised premises is used
commercially and any refuse or garbage generated from such commercial
establishment will not be removed by the New York City Department of Sanitation.
Therefore, Tenant understands and agrees that Tenant shall, at its own sole cost
and expense, hire a licensed garbage removal service to remove Tenant's garbage
from the demised premises.
55. It is understood and agreed that Tenant, at Tenant's sole cost and
expense, shall provide Landlord with complete access as is reasonable to the
demised premises and every part within the demised premises, provided that
Tenant shall receive reasonable advance notice thereof and that Landlord and its
agents and employees and all such persons shall use their best efforts not to
unreasonably interfere with the conduct of Tenant's business and Tenant's
occupancy of the demised premises. Tenant's failure to comply with this
provision shall be deemed a substantial breach of this Lease and sufficient
grounds for the summary termination of this Lease. Landlord agrees that except
in the event of an emergency requiring immediate entry, it will give Tenant
reasonable notice if Landlord desires to inspect or otherwise gain access to the
demised premises, provided that Tenant shall receive reasonable advance notice
thereof and that Landlord and its agents and employees and all such persons
shall use their best efforts not to unreasonably interfere with the conduct of
Tenant's business and Tenant's occupancy of the demised premises.
Furthermore, in the event Tenant shall fail to provide Landlord with access
as provided for hereinabove and in the event Landlord, in its sole and
reasonable discretion, shall deem it necessary to enter the demised premises
forcibly for any reason whatsoever, Landlord may forcibly enter the demised
premises without any liability to Tenant in the event of any emergency and
Landlord shall repair any damage caused by such forcible entry with whatever
workmen and with whatever materials and in whatever manner Landlord, in its
reasonable discretion, may deem advisable provided such repairs are done in a
workmen like manner. Landlord shall use reasonable efforts not to damage the
demised premises and the property of Tenant located therein provided that Tenant
shall receive reasonable advance notice thereof and that Landlord and its agents
and employees and all such persons shall use their best efforts not to
unreasonably interfere with the conduct of Tenant's business and Tenant's
occupancy of the demised premises.
56. Tenant has inspected the premises and it is understood and agreed that
except as otherwise provided in this Lease, Tenant will accept the said premises
under this Lease, "AS IS" vacant and broom clean, in their present state and
condition, and Landlord will have no obligations to
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undertake any alterations, decoration, installments, additions, improvements, or
repairs except as herein contained in or to the demised premises during the term
of this Lease.
Notwithstanding the above Landlord agrees to do the following work:
a) Space is accepted "as is".
Tenant's work:
a) Tenant is not under any obligation to do any interior improvements,
however, if it does desire to do interior improvements or renovations. Tenant
agrees to submit a plan to Landlord for Landlord's prior approval. Plans must
be filed with the NYC Dept. of Buildings prior to commencement of construction,
in accordance with the Tenant's obligation under this Lease.
b) Tenant assumes all responsibility for maintenance and repair of the
interior modular furniture system which is currently in the premises. During
the term hereof, and any extension of the term or any period of holding over
Tenant shall be responsible to take good care of the system, which shall remain
the property of the Landlord and shall be delivered, at the end of the term, in
good condition, reasonable wear and tear excepted. Tenant takes possession of
the system in its "as is" condition and Landlord is not required to make any
changes, repairs or improvements thereto.
c) Tenant is responsible for maintaining an annual service contract with
a reputable HVAC company for the air conditioner.
All work to be done in accordance with New York City Building Regulations
and Code.
Landlord represents that it has no knowledge of any pending violations or
hazardous wastes at the premises.
57. Tenant hereby expressly grants to Landlord an easement and shall
permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
conduits, plumbing, vents and wires in, to and through the premises as and to
the extent that Landlord may now or hereafter deem to be necessary or
appropriate for the proper operation and maintenance of the building in which
the demised premises are located or to the extent necessary to accommodate the
requirements of other Tenants in the building. All such work shall be done, so
far as practicable, in such manner as to avoid unreasonable interference with
Tenant's use of the premises. Landlord shall grant Tenant access to the plumbing
and electrical systems in the building to the extent that it can so as to allow
the hookup of the Tenant's plumbing and electrical installations.
58. The parties represent that no broker was instrumental in consummating
this Lease except for Xxxxxx Xxxxxx & Co. Inc., and Xxxxxx/Stats Realty.
Landlord and Tenant each agree to indemnify and to hold the other harmless
against any claims for brokerage commissions arising out of any conversations or
negotiations had by the indemnifying party with any broker regarding these
premises. This indemnity shall include any claim and any of the indemnified
party's expenses arising out of such claims, including, but not limited to,
attorneys' fees.
59. Notwithstanding any provision to the contrary, all notices required to
be sent under this lease shall be sent by Certified Mail, Return Receipt
Requested. If to the Tenant, the notice shall be addressed to the Tenant at the
demised premises with a copy by fax only or overnight carrier to Xxxxx Har-oz,
Adv., General Counsel, Electric Fuel Corporation, Xxxxxxx Xxxxxxxxxx Xxxx, X.X.
Xxx
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000, Xxxx Shemesh, Israel, Fax #000-000-0-0000000. If to the Landlord, the
notice shall be addressed to the Landlord at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
with a copy to Xxxxxxx X. Xxxxxx, Esq., c/o Berliner & Xxxxxx, Esqs., 0 Xxx Xxxx
Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Fax no. (000) 000-0000. Either the
Landlord or the Tenant may designate another address for notices by sending the
other party a notice of same. All notices shall be effective as of the date
mailed, if mailed from a Post Office with proof of mailing.
60. In the event of any conflict between the provisions of this rider and
the printed "Boilerplate" Lease, the provisions of this rider shall prevail.
61. The failure of any party to insist upon the strict performance of a
party to exercise any right, option or remedy hereby reserved shall not be
construed as a waiver for the future of any such provision, right, option or
remedy or as a waiver of a subsequent breach hereof. The consent or approval by
the Landlord of any act by Tenant requiring the Landlord's consent or approval
shall not be construed to waiver or render unnecessary the requirement for the
Landlord's consent or approval of any subsequent similar act by the Tenant. The
receipt and acceptance by the Landlord of rent or other payments, charges or
sums with knowledge of a breach of any provision of this Lease Agreement shall
not be deemed a waiver of such breach. No provision of this Lease Agreement
shall be deemed to have been waived unless such waiver shall be in writing
signed by the party to be charged. No payment by the Tenant or receipt by the
Landlord of a lesser amount than the rents, charges and other sums hereby
reserved shall be deemed to be other than on account of the earliest rents,
additional rents due hereunder, charges and other sums then unpaid, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment by Tenant be deemed an accord and satisfaction, and such rents,
charges and other sums shall remain due and Landlord may pursue any other remedy
in this Lease Agreement provided or by law permitted, and no waiver by Landlord
in favor of any other Tenant or occupant shall constitute a waiver in favor of
the Tenant herein. No agreement to accept a surrender of all or any part of
demised premises or this Lease Agreement shall be valid unless in writing and
signed by the Landlord and the Tenant. No delivery of keys shall operate as a
termination of this Lease Agreement or a surrender of the demised premises.
62. Tenant agrees not to use or permit the demised premises to be used for
parties of any kind, except office parties, nor to permit the maintenance of any
pets or permit the demised premises to be used as residential space or living
quarters.
63. Tenant may install only such locks on the demised premises as are
approved by law, rule or ordinance for premises of the type designated in the
use clause of this lease and further agrees to see to it that all fire exits
remain unobstructed at all times. Tenant further agrees to enforce all laws,
rules or ordinances regulating permitted smoking areas in the demised premises.
Tenant shall be responsible for installation and the cost and expense of all
locks and security devices (i.e. alarms, etc.), and the maintenance thereof.
Landlord is not responsible for any damage or loss to tenant by theft,
vandalism, etc. Tenant shall further be responsible to lock the elevator
security doors on the Third Floor and the elevator key switch in the lobby
whenever it is the last tenant to leave the floor at the end of the day.
Tenant shall provide adequate fire extinguishers which shall be regularly
inspected at its sole cost and expense.
64. Landlord shall provide, at no cost to Tenant, two (2) keys to the
passenger elevator. Additional elevator keys are available, but there shall be a
fifteen ($15) dollar deposit for each extra
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key. In addition, Landlord shall give Tenant two (2) listings on the building
directory without charge. Up to two (2) additional listings may be had at
Twenty-Five ($25) Dollars per line.
65. Landlord and Tenant agree to give up the right to a trial by jury in
any court action, proceeding or counterclaim on any matters concerning this
Lease, the relationship of Tenant and Landlord or Tenant's use or occupancy of
the demised premises.
66. Tenant shall and hereby does waive its right and agrees not to
interpose any counterclaim or set off, of whatever nature or description, in any
proceeding or action that may be instituted by Landlord against Tenant to
recover rent, additional rent, other charges, possession, or for damages, or in
connection with any matters or claims whatsoever arising out of or in any way
connected with this Lease, or any renewal, extension, holdover, or modification
thereof, or the relationship of Landlord and Tenant, or Tenant's use of
occupancy of said premises. This clause, as well as the "waiver of jury trial"
provision of this Lease, shall survive the expiration, early termination, or
cancellation of this Lease or the term thereof. Nothing herein contained,
however, shall be construed as a waiver of Tenant's right to commence a separate
action on a bona fide claim against Landlord.
67. Notwithstanding anything to the contrary in this lease it is agreed
that any demand for rent may be made orally and no written notice of any kind
shall be necessary as a condition precedent to commencement of a non-payment
petition:
68. In any action or proceeding brought by Landlord for non-payment of
rent, additional rent and/or holdover, Landlord shall if it is the prevailing
party either by court decision or settlement, be entitled to recover the
reasonable legal fees incurred in the prosecution or defense of such action or
proceeding.
69. Tenant waives his right to bring any declaratory judgment or action
with respect to any provision of this Lease or with respect to any notice sent
pursuant to the provisions of this Lease, and expressly agrees not to seek any
injunctive relief which would stay, extend or toll any of the time limitations
of or provisions of this Lease, or any notice sent pursuant thereto. Any breach
of this paragraph shall constitute a breach of a substantial obligation of this
tenancy and shall be grounds for immediate termination of this Lease.
In the event Landlord shall default in any obligations of this Lease, the
Tenant's right of action under the terms of this Lease shall be limited to an
action for specific performance and Landlord shall not be liable to Tenant for
any damages arising from said breach.
RENAISSANCE 000 XXXXXXXX XXX,
Xxxxxxxx,
By: /s/ Xxxxxxx Xxxxxx 12/5/2000
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Xxxxxxx Xxxxxx, Managing Member
ELECTRIC FUEL CORPORATION,
Tenant,
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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