RIDER OF AGREEMENT OF SUBLEASE
MADE AS OF FEBRUARY 8, 1999
BY AND BETWEEN ECUMENICAL COMMUNITY DEVELOPMENT ORGANIZATION
INC. ("ECDO") as OVERTENANT OR ("LANDLORD")
AND URBAN COOL NETWORK, INC.
AS ("TENANT") or ("UNDERTENANT") or ("SUBTENANT")
THIS SUBLEASE RIDER IS INTENDED TO BE AFFIXED TO THE SUBLEASE. IN THE EVENT OF
ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THIS RIDER AND THE PRINTED PORTION
OF THE SUBLEASE AGREEMENT, THE PROVISIONS OF THIS RIDER SHALL CONTROL.
1. FIXED RENT/PARTIAL PAYMENT/HOLDING OVER
Undertenant shall pay to Overtenant fixed rent during the first twelve (12)
months of the term an amount of fixed rent per year, payable in equal monthly
installments in advance no later than the fifth business day of each and every
calendar month.
For the purpose of this Sublease the fixed rent shall be as follows. Payable in
equal monthly installments:
Period Year/Term Monthly Installments Annual
YR 1 Mar 1, 1999 to Feb 28, 2000 $816.66 $9,800*
YR 2 Mar 1, 2000 to Feb 28, 2001 $849.33 $10,192
YR 3 Mar 1, 2001 to Feb 28, 2002 $883.33 $10,600
YR 4 Mar 1, 2002 to Feb 28, 2003 $918.66 $11,024
YR 5 Mar 1, 2003 to Feb 28, 2004 $955.41 $11,465
YR 6 Mar 1, 2004 to Feb 28, 2005 $993.66 $11,924
YR 7 Mar l, 2005 to Feb 28, 2006 $1,033.41 $12,401
YR 8 Mar 1, 2006 to Feb 28, 2007 $1,074.75 $12,897
YR 9 Mar 1, 2007 to Feb 28, 2008 $1,117.75 $13,413
YR 10 Mar 1, 2008 to Feb 28, 2009 $1,162.50 $13,950
YR 11 Mar 1, 2009 to Feb 28, 2010 $1,209.00 $14,508
YR 12 Mar 1, 20l0 to Feb 28, 2011 $1,257.33 $15,088
YR 13 Mar 1, 2010 to Feb 28, 20l2 $1,307.66 $15,692
YR 14 Mar 1, 2012 to Feb 28, 2013 $1,360.00 $16,320
YR 15 Mar 1, 20l3 to Feb 28, 2014 $1,414.41 $16,973
RENTAL ABATEMENT
*Fixed rent for the first three (3) equal monthly installments, shall be reduced
to $0.00 to give effect to a Rent Abatement. No part of the Rent Abatement shall
be granted unless no event or default exists under the Sublease.
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RENTAL PAYMENTS IN FULL
Undertenant shall make rental payments in full: Payment or receipt of rental
payment of less than the amount stated in the Sublease shall be deemed to be
nothing more than partial payment on that month's account. Under no
circumstances shall Overtenants acceptance of a partial payment constitute
accord and satisfaction. Nor will Overtenant's acceptance of a partial payment
forfeit Overtenant's right to collect the balance due on the account, despite
any endorsement, stipulation, or other statement on any check.
If Undertenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this Sublease, such
holding over shall not be deemed to extend the Term or renew the Sublease, but
such holding over hereafter shall continue upon the covenants and conditions
herein set forth, except that the charge for 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 the sum of:
1/12 of the highest annual rent rate set forth in this Sublease, times 2.5 plus
1/12 of annual Additional Rent, which annual Additional Rental would have been
payable pursuant to this Sublease and this Sublease not expired, plus
Those other times of Additional Rent (not annual Additional Rent) which would
have been payable monthly pursuant to this Sublease, had this Sublease not
expired, which total sum Undertenant agrees to pay to Overtenant promptly upon
demand, in full, without set-off or deduction. Neither the billing or the
collection of use and occupancy charge shall be deemed a waiver of any right of
Overtenant to collect damages for Undertenant's failure to vacate the Demised
Premises after the expiration or sooner termination of this Sublease. The
aforesaid provisions of this Article shall survive the expiration of this
Sublease.
2. NOTICES
In accordance with paragraph twelve of the Lease all notices provided herein
shall be forwarded to the following address:
UNDERTENANT (TENANT)
Urban Cool Network, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxx, III. President
OVERTENANT (LANDLORD)
Ecumenical Community Development Organization
000 Xxxxxxxxx Xxxxx - Xxxx 0000
Page 2 of 00
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxx Xxxxxxxx, Executive Director
3. EXCULPATION
If Landlord or any successor in interest is an individual, joint venture,
tenancy-in-common, general or limited partnership, unincorporated association or
other unincorporated aggregate of individuals (collectively, "unincorporation
Owner") and shall at any time have any liability under, pursuant to or in
connection with this Lease, neither Tenant nor any other party shall seek any
personal or money judgement against unincorporated Landlord or such individuals
who are agents or employees or serves as Board members at ECDO or Xxxxx Van Der
Vee Houses LLP Associates or in any other way under or pursuant to this Lease.
4. BROKER
Tenant shall indemnify and hold Landlord harmless from and against any and all
loss, liability claims or expenses (including, without limitation attorneys'
fees) that Landlord may incur by reason of the breach of the foregoing
representation or by reason of the claims of brokers in connection with this
transaction or arising out of any assignment of this Sublease of all or a part
of the Demised Premises by Tenant. The Landlord understands Tenant represents
that "no broker" has or shall participate in this conveyance of a leasehold
interest.
5. LATE CHARGES
If Tenant fails to pay an installment of Fixed Rent or Additional Rent by the
tenth (10) day of each month, Tenant shall be required to pay a late charge of
two (2) cents for each dollar unpaid. Which amount shall increase to eight (8)
cents for each dollar unpaid in the event any installment of fixed rent is paid
after the tenth (10) day of each month more than (3) times in any 12 month
period. Such charge is to be computed retroactively to the date on which Fixed
Rent or Additional Rent became due and payable. The late charge is intended to
compensate Landlord for additional expenses incurred in processing such late
payments and is not intended to prevent Landlord from exercising any other
available remedies against Tenant.
6. TENANT COVENANTS
Tenant shall not make any claim against Landlord for any injury or damage to
Tenant or to any other person or for any damage (by water, malicious mischief or
otherwise) to, or loss of, or loss or use of, (by theft, mysterious
disappearance or otherwise) any property of Tenant or of any other person, or
property regardless of the cause of such injury, damage or loss, unless caused
by the negligence of Landlord, its agents, servants or employees, in the
operation or maintenance of the Demised Premises or the building. No property
other than such as might normally be brought upon or kept in the Demised
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Premises as incidental to the reasonable and intended use of the Demised
Premises for the purposes herein specified shall be brought upon or kept in the
Demised Premises.
Tenant shall, at its sole cost and expense:
Maintain the Demised Premises and the sidewalk frontage in a clean and sanitary
manner. If Tenant uses a cleaning service, such service shall be first approved
and designated by the Landlord.
Remove all rubbish and other debris from the Demised Premises to such locations
in the Building as may be reasonably specified by Landlord from time to time and
under conditions approved by Landlord. Tenant shall pay all fines, taxes and
levis which may be imposed by reason of Tenant's failure to keep sidewalk
frontage clean and free of snow, rubbish or debris.
Obtain and maintain a service contract (or contracts) with a person or company
reasonably acceptable to Landlord for the extermination of vermin, rats, mice,
flies, roaches, and other insects in the Demised Premises and use all reasonable
diligence in accordance with the best prevailing methods for doing so in the
Borough of Manhattan to prevent and exterminate vermin, rats, mice, flies,
roaches and other insects in, on or about the Demised Premises.
Tenant shall, as its sole cost and expense, place and maintain machines and
mechanical equipment located in the Demised Premises that cause noise or
vibration that may be transmitted to the structure of the Building (to such a
degree as to be reasonably objectionable to Landlord or any occupant of the
Building) in settings of cork, rubber, or spring type vibration eliminator
sufficient to eliminate noise of vibration.
Undertenant has inspected the Demised Premises and agrees to take them as they
are in an "as is" condition. Undertenant agrees to bear all expenses of making
nonstructural repairs to the Demised Premises including without limitation,
plumbing, electrical work and fixtures servicing the Demised Premises only in a
good xxxxxxx like manner.
7. INSURANCE
Tenant shall, at its sole cost and expense, obtain and at all times during the
Term maintain with responsible insurance carriers acceptable to Landlord
licensed to do business in the State of New York, insurance covering the Demised
Premises for the mutual benefit of Landlord and Tenant as follows:
Fire Insurance with broad form extended coverage endorsement from time to time
available, for an amount not less than the full replacement value of Tenant's
Improvements and Tenant's personal property located in the Demised Premises.
"Full replacement value" shall be determined at the request of the Landlord by
an architect, appraiser, appraisal company or one of the insurer's selected by
Landlord and paid for by Tenant, but such determination shall not be required by
made more frequently than once every two (2) years. No omission on the part of
the Landlord to request any such determination shall relieve Tenant of any of
its obligation under this Lease.
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Comprehensive General Liability Insurance, with such limits as may be reasonably
requested by Landlord from time to time, but not less than a combined single
limit of $1,000,000.00.
All required insurance policies shall name Landlord as an additional insured or
loss payee, as the case may be, and shall include a provision that they shall
not be canceled without thirty (30) days prior written notice to Landlord.
Tenant shall deliver copies of all required insurance policies or certificates
evidencing such coverage prior to the Commencement Date and renewal policies
prior to the expiration of the existing policies together with evidence of the
payment of premiums therefore.
Tenant shall not be responsible to pay any insurance premium increase which
would have occurred because of the operation of tenant's business within the
building, but only because of some particularly hazardous use by Undertenant in
excess of normal business use. Landlord and undertenant hereby each release the
other from all liability, whether for negligence or otherwise, in connection
with loss covered by fire and/or extended coverage insurance policies, which the
Landlord or Undertenant carries with respect to the Demised Premises, or any
interest or property therein or thereon, whether or not such insurance is
required to be carried under this Lease. Such release is also conditioned upon
the inclusion in the policy or policies of insurance whereby any such release
shall not adversely affect said policies, or prejudice any right of the releasor
to recover thereunder. Each party agrees that its insurance policies will
include such provision so long as the same shall be obtainable without extra
cost, or if extra cost should be charged therefore, so long as the party for
whose benefit the clause or endorsement is obtained shall pay such extra cost.
If extra cost shall be chargeable therefore, each party shall advise the other
of the amount of the extra cost, and the other party, at its election, may pay
the same, but shall not be obligated to do so. 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 from
fire or casualty, and to the extent that such insurance is in force and
collectible shall waive all rights and recovery against the other or anyone
claiming thereunder or claiming by or under each of them by way of subrogation
or otherwise.
8. EVENT OF DEFAULT/ADDITIONAL REMEDIES
Undertenant shall not be deemed in default under this Lease and Landlord shall
not pursue any of the remedies otherwise provided in this Lease, or at law or in
equity, unless and until an "Event of Default" shall have occurred. For the
purposes of this Lease an "Event of Default" shall be deemed to mean: (a) with
respect to a default in the payment of money, that Undertenant has not timely
paid the amount due, Landlord has given Undertenant written notice that
Undertenant has failed to timely make such payment, and Underienant has failed
to cure such monetary default within ten (10) days after receipt of such written
notice of default from Landlord; (b) with respect to any other default, that
Undertenant has failed to cure such default within thirty (30) days after
receipt of written notice of default from Landlord, or, if such default cannot
be cured with reasonable diligence within such period of time, that Undertenant
has failed to commence such cure within such thirty (30) day period of time and
thereafter failed to pursue completion of such cure with reasonable diligence."
If the Term shall terminate pursuant to this Lease by reason of Tenant's Default
then:
Page 5 of 18
Tenant shall pay to Landlord all Fixed Rent and Additional Rent required to be
paid by Tenant to the date upon which the Term shall have terminated or to the
date of re-entry upon the Demised Premises by Landlord, as the case may be.
Landlord shall be entitled to retain all moneys, if any, paid by Tenant to
Landlord, whether as advance rent, security or otherwise.
Tenant shall be liable for and shall pay to Landlord, as damages, any deficiency
between the Fixed Rent and Additional Rent payable for the period which
otherwise would have constituted the unexpired portion of the Term (conclusively
presuming the Additional Rent to be the same as was payable for the twelve (12)
month period immediately preceding such termination or re-entry) and the net
amount, if any, of rents collected under any reletting effected pursuant to the
provisions of this Lease for any part of such period (first deducting from the
rents collected under any such reletting all of Landlord's expenses in
connection with the termination of this Lease or Landlord's re-entry upon the
Demised Premises and, in connection with such reletting, all repossession costs,
brokerage commission, legal expenses, attorney's fees, alteration costs and
other reasonable expenses); and
Any such deficiency shall be paid in monthly installments by Tenant on the days
specified in the lease for the payments of installment of Fixed Rent. Landlord
shall be entitled to recover from Tenant each monthly deficiency as the same
shall arise and no suit to collect the amount of the deficiency for any month
shall prejudice Landlord's right to collect the deficiency for any subsequent
month by a similar proceeding. Alternatively a suit or suits for the recovery of
such deficiencies may be brought by Landlord from time to time at its election.
9. LEGAL REQUIREMENTS
Tenant's business shall be and remain in compliance with all laws, statutes,
codes, acts, ordinances, orders, judgments, decrees, injunctions, rules,
regulations, permits, licenses, authorizations, directions and requirements of
all governments, departments, commissions, boards, courts, authorities,
agencies, officials and officers, foreseen or unforeseen, ordinary or
extraordinary, which now or at any time hereafter may be applicable to the
Demised Premises or any part thereof, or the improvements now or hereafter
located thereon, or the facilities or equipment therein, or any of the adjoining
sidewalks, curbs, vaults or vault space, if any, street or ways, or the
appurtenances to the Demised Premises or the franchises and privileges connected
therewith, or any use or condition of the Demised Premises or any part thereof.
Legal Requirements shall include but not limited to the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., and particularly all other applicable environmental laws and regulations,
and all requirements to be complied with pursuant to any certificate of
occupancy affecting the Demised Premises.
If at any time during the Term of this Sublease, the fire safety law
requirements of the City of New York pursuant to Local Law #5 of 1973 or
otherwise ("Fire Requirements") or the masonry or exterior wall requirements of
the City of New York pursuant to Local Law #10 of 1980 or otherwise ("Masonry
Page 6 of 18
Requirements") or life safety requirements of the City of New York pursuant to
Local Law #16 of 1984 or otherwise ("Safety Requirements") or any other laws or
requirements of the City of New York or any agency having jurisdiction ("Other
Requirements") impose any obligations or requirements upon Landlord to perform
any alteration, installations, changes or improvements (collectively "changes")
to the Demised Premises, then Tenant shall comply with the Fire Requirements, or
Other Requirements to the extent such requirements relate solely to improvements
made by Undertenant to the Demised Premises. Tenant shall provide Landlord with
notice of any such violations received by Undertenant promptly upon receipt of
same. The obligation of Tenant in respect of such Additional Rent shall survive
the expiration of this Lease. Notwithstanding anything to the contrary in this
Paragraph, should Tenant's use, occupancy, or installations require specific
compliance under such Requirements above, then Tenant shall be responsible for
100% of the costs of said Charges.
Landlord shall be obligated to comply with all other Fire, Safety or Other
Requirements which are not expressly Tenant's obligation under this Lease.
10. ALTERATIONS
Anything in the Sublease to the contrary notwithstanding, Landlord shall not
unreasonably withhold or delay approval of written requests by Tenant to make
non-structural interior alterations, decorations, additional and improvements
(herein referred to as "alterations") in the Demised Premises, provided that
such alterations do not affect utility services or plumbing and electrical lines
or other systems of the building, and provided that all such alterations shall
be performed in accordance with the following conditions:
All alterations costing more than $2,500.00 shall be performed in accordance
with plans and specifications first submitted to Landlord for its prior written
approval.
All alterations shall be done in a good and xxxxxxx like manner. Alterations
shall be done in compliance with all other applicable provisions of this Lease
and with all governmental authorities having jurisdiction and Tenant shall,
prior to the commencement of any such alterations, as its sole and exclusive
expense, obtain and exhibit to Landlord any governmental permit required in
connection with such alterations.
All work in connection with alterations shall be performed with bonded
contractors having the proper professional qualifications under the laws of the
State of New York.
Tenant shall keep the building and the Demised Premises free and clear of all
liens for any work or material claimed to have been furnished to Tenant or to be
Demised Premises.
Prior to the commencement of any work by or for Tenant, Tenant shall furnish to
Landlord Certificates of Insurance evidencing the existence of the following
insurance:
Xxxxxxx'x compensation insurance covering all persons employed for such work and
with respect to whom death or bodily injury claims could be asserted against
Landlord.
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General liability insurance naming Landlord, and or its assigns as co-insured,
and Tenants as insured, with limits of not less than $1,000,000 in the event of
bodily injury to one person and not less than $1,000,000, in the event of bodily
injury to any number of persons in any one occurrence and with limits of not
less than $500,000 for property damage. Tenant, at its sole cost and expense,
shall cause all such insurance to be maintained at all times when the work to be
performed for or by Tenant is in progress. All such insurance shall be issued by
a company authorized to do business in New York and all policies, or
certificates therefore, issues by the insured and bearing notations evidencing
the payment of premiums, shall be delivered to Landlord.
All work to be performed by Tenant shall be done in a manner which will not
unreasonably interfere with or disturb other Tenants and occupants of the
building.
Any alterations to be made by Tenant (other than plumbing and electrical work)
may be performed by any licensed and bonded contractor or mechanic (collectively
"Contractor") selected by Tenant and approved by Landlord, which approval
Landlord agrees it will not unreasonably withhold or delay, provided the
Contractor's performance of the alterations would not result in any discord or
disturbance in the Building.
Tenant may with the prior written approval of Landlord, which shall not
unreasonably be withheld at any time during the Term, remove any alterations
made by Tenant, solely at its expense, provided Tenant promptly repairs any
damage resulting from such removal.
Any restoration or repair which Tenant is required to make (whether structural
or non-structural) shall be of a quality or class equal to the then Building
Standard. Tenant shall pay to Landlord the sum of TWO HUNDRED AND FIFTY DOLLARS
($250.00) as a processing fee in connection with any of Tenant's Changes or
Alterations which must be approved of by Landlord in accordance with the terms
of this Lease. This provision shall apply only to such changes or alterations
made after the Tenant's initial remodeling of the Demised Premises upon
occupancy.
The time during which the Landlord may make Landlord's elections pursuant to the
terms of this Sublease shall be extended to include a period commencing thirty
(30) days prior to the expirations or other termination of this Lease or any
renewal or extension thereof and termination ninety (90) days thereafter. Tenant
agrees that Landlord's rights hereunder shall survive the expiration of this
Lease or any renewal or extension thereof.
Nothing in this Sublease shall be construed in any way as constituting the
permission, consent or request of the Landlord, express or implied, through act
or omission to act by interference or otherwise, to any contractor,
subcontractor, laborer, or materialman for the performance of any labor or the
furnishing of any materials for any specific improvement, installation,
additional decoration, alteration, or repair of Demised Premises or as giving
the Tenant the right, power, or authority to contract for or permit the
rendering of any service or the furnishing of any material that would give rise
to the filing of any mechanic's lien against the fee of the Demised Premises.
Any non-structural interior change, alteration and/or improvement which costs
less than $10,000.00 and which does not adversely affect utility services or
plumbing and electrical lines or
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other systems of the building may be made by Undertenant without the requirement
of any consent or approval by Landlord and without requirement of the
preparation of plans or specifications unless required by law, All other
changes, alterations and/or improvements shall be subject to Landlord's prior
written approval, which Landlord agrees shall not be unreasonably withheld or
delayed.
11. CONTRACTORS
Contractors hired by Sub-tenant to make alterations and/or repairs in excess of
$25,000.00 must be bonded and insured. Undertenant shall provide Landlord with
proof of such bond and insurance prior to commencement of such repairs and/or
alterations. Tenant shall discharge any liens which result in the hiring and use
of any such contractor within thirty (30) days after receipt of notice of such
lien and the Sub-tenant's obligations to discharge such liens shall survive the
termination of this Sublease Agreement.
12. SQUARE FOOTAGE
Tenant acknowledges that no representations have been made by the Landlord as to
the amount of square footage in the Demised Premises, irrespective of any
reference in this Lease to square footage for any computation. The tenant has
inspected the Demised Premises and relies upon Tenant's own judgment in
computing the square footage.
13. PLATE GLASS
Tenant, at its own cost and expense, shall replace all damaged or broken plate
glass or other windows in or about the Demised Premises in a prompt and timely
manner.
14. ADDITIONAL RENT
All payments other than Fixed Rent to be made by Tenant pursuant to this
Sublease shall be deemed Additional Rent and, in the event of any non-payment,
Landlord shall have all rights and remedies provided for herein by law for
non-payment of rent.
15. GAS, WATER AND ELECTRIC
Tenant shall make its own arrangements with the public utility company or
companies or such New York City agencies servicing the Demised Premises for the
furnishing of and payment of charges for gas and water. In no event shall
Landlord be responsible for charges of any such service. If gas is used in the
Demised Premises, Tenant covenants to install the appropriate gas cutoff devices
(manual and automatic) and meters for such service at Tenant's own cost and
expense. Landlord shall cause an appropriate water meter to be installed in the
Demised Premises to monitor tenants water usage
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and consumption. Tenant shall pay Landlord a one time charge of $675.00 in
consideration therefore. Tenant shall pay for all water usage and consumption
directly to water company.
16. LANDLORD'S COSTS BY TENANTS DEFAULTS
If Landlord, as a result of a default by Tenant of any of the provision of this
Sublease, including the covenants to pay rent and/or Additional Rent, makes any
expenditure 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, such sums so paid or obligations so incurred with interest
and costs shall be deemed to be Additional Rent hereunder and shall be paid by
Tenant to Landlord within five (5) days of rendition of any xxxx or statement to
Tenant therefore, and if any expenditure is incurred in collecting such
obligations, such sum shall be recoverable by Landlord as additional damages.
17. DEPOSIT OF CHECKS
Landlord's deposit of any checks delivered by Tenant simultaneously with
Tenant's execution and delivery of this Sublease shall not constitute Landlord's
execution and delivery of this Sublease.
18. FULL INTEGRATION OF SUBLEASE AGREEMENT
This Sublease embodies the entire agreement between Landlord and Tenant. Any
change, addition, waiver, release or discharge of this Lease shall be
ineffective unless the party against whom such change, addition, waiver, release
or discharge is sought to be enforced. Each right, power and remedy of Landlord
provided for in this Lease or now or hereafter existing at law, in equity, by
statute or otherwise, and the exercise or beginning of the exercise by Landlord
of any one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by Landlord of any or all such other rights,
power or remedies.
19. PURCHASE OF ELECTRIC BY TENANT
If electric currently being supplied to Tenant is by the public utility
corporation serving the part of the city where the building is located, Tenant
agrees to purchase same directly from such public utility corporation. Tenant
shall at its own cost and expense cause a separate meter to be installed to
monitor Tenant's electrical usage and shall maintain said meter in good working
condition and permit access by authorized personnel from utility company to be
read. Any rise or risers to supply Tenant's electrical requirements, upon
written request of Tenant, will be installed by Landlord, at the sole cost and
expense of Tenant, if in Landlord's sole 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
Landlord will also, at the sole cost and expense of Tenant, install all other
equipment proper and necessary in connection
Page l0 of 18
therewith subject to the aforesaid terms and conditions. Tenant covenants and
agrees that at all times its use of electric current shall never exceed the
capacity of existing feeders to the building or the risers or wiring
installations. It is further covenanted and agree by Tenant that all the
aforesaid costs and expenses shall be paid by Tenant to Landlord within five (5)
days after rendition of any xxxx or statement to Tenant therefore. Tenant shall
make no alterations or additions to the electrical equipment and/or appliances
without the prior consent of the Landlord.
20. DRUGS AND ALCOHOL
Should Xxxxxxx Xxxxxxx be convicted for possession, solicitation or use of drugs
in and/or about the Demised Premises the Overtenant shall then have the right to
terminate this Sublease Agreement and evict Undertenant from the Demised
Premises. Should any employee of Xxxxxxx Xxxxxxx and/or Undertenant be arrested
in the Demised Premises for possession, solicitation or use of drugs in and/or
about the Demised Premises such employee shall be discharged by Undertenant upon
Overtenant's request. Should the Undertenant refuse or fail to discharge such
employee Overtenant shall then have the right to terminate this Sublease
Agreement and evict the Undertenant from the Demised Premises. Should the same
customer or patron of the Undertenant's business be arrested on the Premises
three (3) times for the possession, solicitation and/or use of drugs in and or
about the Demised Premises Overtenant shall have the right to terminate this
Sublease Agreement and evict the Undertenant from Demised Premises.
21. WINDOW OBSTRUCTIONS
The windows to the Demised Premises shall not be blocked or otherwise obstructed
as to hamper the visibility of the interior of the Demised Premises from the
street such that police surveillance will not be unreasonably impeded.
22. UTILITIES
The Landlord will not provide any utilities to the premises and the Tenant will
arrange for and pay all the costs associated with any utilities including but
not limited to the installation of water, gas, electric and other meters.
23. USE/OCCUPATION
Subtenant shall use the premises as an internet access, computer learning center
and sales of technology, audio and video products, related softgoods, hardware
and telecommunications equipment and services store, and for all other
operations necessary or incidental to the conduct of its business, or for any
other purpose permitted under applicable zoning ordinances and restrictive
covenants.
23a) SUBSEQUENT USE AND OCCUPATION
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Should the Demised Premises not be used by Tenant as aforestated hereinabove
during the term of this Sublease, then the Landlord's written permission and
authorization for such subsequent use and occupancy shall be required, but
Landlord agrees such permission of authorization by Landlord shall not be
unreasonably withheld with respect to any other lawful use or occupation.
24. BASEMENT ACCESS/PARKING/BACKYARD
The appurtenant basement and/or cellar in the building wherein the Demised
Premises is situated is included in the Sublease and the Tenant shall have
access thereto. This agreement does not afford Tenant parking facilities or
parking spaces in or appurtenant to the Demised Premises or use and/or occupancy
of the backyard appurtenant thereto. However, Undertenant shall have access to
backyard for ingress and egress to the Demised Premises.
25. HOURS OF OPERATION
The Tenant agrees that the Demised Premises hours of operation shall not be
earlier than 7 am or later than 2 am without the prior written consent of the
Landlord.
26. COMMENCEMENT OF LEASE
The Landlord and the Tenant agree that the Sublease will begin on the date of
execution. The Tenant will not be given a grace period and its obligations
herein shall commence at this time.
27. SECURITY DEPOSIT AND FIRST MONTH'S RENT
Subtenant shall deposit with Overtenant a security deposit which is equivalent
to two (2) months fixed rent and pay the first month's rent upon signing this
Sublease. Failure to make such payments shall be deemed an event of default.
28. REAL ESTATE TAX ESCALATION
In addition to the base rent the Tenant agrees to pay any increase to real
estate taxes (but only Tenant's pro rata portion) thereof to Landlord starting
on July 16th, 2007 over to the taxes from the 1998/1999 tax year which shall be
paid by Tenant within five (5) days of receipt of invoice therefore and service
of a copy of such tax payment due by Tenant.
29. LIMITED RIGHT OF ASSIGNMENT OR SUBLET
Notwithstanding anything in this Sublease or Rider except Paragraph 31(a) herein
this Sublease is not assignable, nor shall the Tenant sublet any of the space
included in the Demised Premises without the Landlord's express written
permission which shall not unreasonably be withheld.
30. VAULT TAX
Page 12 of 18
The Tenant shall pay any Vault Taxes or charges which may be attributable to the
Premises on a pro rata basis.
31. TENANT'S CORPORATE AUTHORITY
Urban Cool Network, Inc., the Tenant herein, shall provide the Landlord with a
corporate resolution authorizing Xxxxx X. Xxxxx, III. as its President to enter
into this Lease and to bind Urban Cool Netwrok, Inc., to the terms and
obligations under this Lease.
32. ADVERTISEMENT ON SIDE OF BUILDING
Tenant shall have the right to affix an Urban Cool Network, Inc. logo on the
building wherein the Premises is situated. However said right shall be upon the
Landlord's written approval after a review of a sketch of such logo which shall
be painted or affixed on said building in a xxxxxxx like and professional
manner. Upon termination of the Lease, Tenant shall remove said logo in a
workmanlike and professional manner. Tenant shall deposit the sum of $500.00
with the Landlord to be held in a separate interest bearing account to assume
the Tenant's performance.
33. STANDARD SIGNAGE
Tenant has the right to install the customary and usual display and pole-type
signs of Urban Cool Network, Inc., on and adjacent to the Premises subject to
applicable zoning ordinances and restrictive covenants, rules, regulations by
the City of New York or the State of New York.
34. AMERICANS WITH DISABILITIES ACT
Tenant shall be responsible for complying with the Americans with Disabilities
Act only within the leased and not including any demising walls, doors, or entry
points or other access to the Demised Premises.
35. PERCENTAGE OF SALES AS RENT
Nothing herein shall be construed as rent or Additional Rent based upon a
percentage of Tenant's sales.
36. NOISE
Undertenant shall not permit noise to emanate from the premises at a sound level
which shall in any way disturb other tenants of the building or a level that
exceeds the level of sound emanating from other floors for the building. This
Article shall directly bind any successors in interest to the Undertenant.
Undertenant agrees that if at any time Undertenant violates any of the
provisions of this Article such violation shall be deemed a breach of a
substantial obligation of the terms of this Sub-Lease.
Page 13 of 18
37. PORNOGRAPHY
Undertenant agrees that the value of the Demised Premises will be substantially
diminished and the reputation of Overtenant and the partners of the Owner will
be seriously injured if the premises are used for any obscene or pornographic
purposes or any sort of commercial sex establishment. Undertenant agrees that
Undertenant will not bring or permit any obscene or pornographic material on the
premises, and shall not conduct or permit any obscene, nude or semi-nude live
performances on the premises, nor permit use of the premises for nude modeling,
rap sessions, or as a massage parlor. Undertenant also agrees that it will not
permit the production or processing of any video tape, film, or photography on
the premises which depict explicit sexual acts. Undertenant agrees further that
it will not permit any of the herein mentioned uses by any subleases or assignee
of the premises. This Paragraph shall bind successors in interest to the
Undertenant. Undertenant agrees that any violation of the term of this Paragraph
shall be deemed a breach of a substantial obligation of the Undertenant under
this Sublease. Pornographic material, for purposes of this Paragraph, is defined
as any written or pictorial matter with prurient appeal or any object or
instrument primarily used for lewd or prurient sexual activity.
38. ODORS
Undertenant shall not cause or permit any unusual or objectionable odors, by
rodents or waste material to emanate from the Demised Premises. Undertenant
covenants that it will hold Overtenant harmless against all claims, damages or
causes of action for damages arising after the commencement of the term of this
Sublease and will indemnity the Overtenant from any suits, orders or decrees and
judgments entered there, brought on account of any such emanation from the
Demised Premises of unusual or objectionable odors, by-products or waste
material. Undertenant covenants to pay any attorney's fees and other legal
expenses incurred by Overtenant in connection with any claim or suit as
described in this Paragraph.
39. LANDLORD'S REASONABLE CONSENT
Wherever in this Lease Landlord's consent or approval is required, or Landlord's
judgment or discretion is to be exercised in any way (no matter how designated),
Landlord agrees to act and make its determination reasonably in all such
circumstances and to make all discretionary determinations, however designated,
with reasonable promptness.
40. LANDLORD'S FURTHER COVENANTS
Landlord represents, warrants and covenants that (a) attached hereto as Exhibit
A is a true and complete copy of the Certificate of Occupancy currently in
effect for the building; (b) attached hereto as Exhibit B is a true and complete
copy of the Lease pursuant to which Landlord has right to use and occupy space
within the building (the "Xxxxxxxxx"), which Over-lease is in full force and
effect and has not been amended or modified in any way; and (c) there are no
other leases or rights of use or occupancy which affect the Demised Premises.
Landlord represents warrants and covenants that no default by either party has
occurred under the Xxxxxxxxx which
Page 14 of 18
remains uncured. Landlord further represents warrants and covenants that to the
extent Landlord is obligated under this Sublease to perform an obligation with
respect to any portion of the building which is not Demised to Landlord that
such obligation will be performed by the Overlandlord pursuant to the Xxxxxxxxx.
Simultaneously herewith Landlord has delivered to Tenant a non-disturbance
agreement which has been executed, acknowledged, and delivered by said
Overlandlord pursuant to which said Overlandlord has agreed, among other things
that in the event of a termination of the Xxxxxxxxx for any reason the rights of
Tenant under this Sublease will be recognized by the Overlandlord and this
Sublease shall become a direct Lease between Tenant and said Overlandlord upon
all of the terms contained in this Sub-Lease.
41. LANDLORD'S ESTOPPLE LETTER
Landlord, at any time, and from time to time, upon at least fifteen days prior
notice by Undertenant, shall execute, acknowledge and deliver to Undertenant
and/or any other person, firm or corporation specified by Undertenant, a
statement certifying that the Lease is unmodified and is 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 modification), stating the dates to which the
rent and additional rents have been paid, and stating whether or not there
exists any defaults by Undertenant under the Lease, and, if so, specify each
such default.
42. LANDLORD'S APPROVAL UPON SALE
Subtenant may sell, assign mortgage or transfer this Sublease and underlet the
Demised Premises to be used by others in connection with the sale of the
Sub-Tenant's business with the prior written consent and approval of ECDO. If
ECDO is no longer Overtenant such approval in connection with sale of business
shall not be required.
43. MUTUAL COVENANTS TO REPAIR IN EVENT OF FIRE OR CASUALTY LOSS
Landlord and tenant shall each use reasonable diligence to promptly complete all
repairs and restorations to the Demised Premises required of Landlord and
Undertenant in the event of fire or other casualty and Landlord agrees to use
reasonable diligence to promptly complete (or cause completion) of all repairs
and restorations to all other parts of the building so that the Demised Premises
shall be fully usable by Undertenant in the event of fire casualty thereto
(including, but not limited to, repairs of the roof and all mechanical and
utility systems) (b) Landlord may only terminate Undertenant's lease in the
event Landlord similarly terminates all other leases in the building of which
the Demised Premises are a part; (c) in the event Landlord begins to rebuild or
restore the building within three (3) years after termination of this Lease,
Landlord shall notify Undertenant in writing upon the commencement of the
building or restoration work and upon the completion of the Building or
restoration work, and in such event this Lease shall, at Undertenant's option,
to be exercised within ninety (90) days after the later to occur of the
commencement of the rebuilding or restoration work or the date Landlord notifies
Undertenant of such commencement, be deemed reinstated for the term which
remained immediatey prior to the termination (plus any remaining right of
extension or renewal) upon the terms and conditions set forth in this Lease; (d)
in the event this Lease is reinstated in accordance with the foregoing,
Page 15 of 18
Landlord shall restore the Demised Premises to their condition immediately
prior to the fire or other casualty and shall deliver possession to the
Undertenant no sooner than ninety (90) days after written notice of intent to
deliver possession is given to Undertenant and no later than the date
restoration of the remainder of the Building is completed by Landlord; (e) the
reinstated term of this Lease shall commence on the sooner to occur of thirty
(30) days after the date possession is delivered in accordance with the
foregoing or the date Undertenant opens the Demised Premises for business with
the public (f) upon the termination of this Lease by Landlord pursuant to the
provisions of this Paragraph FOURTH, Undertenant shall have the right to record
a memorandum of Undertenant's rights hereunder for recording purposes and
Landlord shall execute, acknowledge and deliver same to Undertenant upon
request therefore by Tenant, failing which, Undertenant may, as Landlord's
attorney-in-fact, execute and acknowledge same on Landlord's behalf, which power
of attorney shall be irrevocable and deemed coupled with an interest (g) If
Landlord is obligated to restore all or part of the Demised Premises and/or
building pursuant to the provisions of this paragraph Fourth, and if such
restoration cannot be completed with reasonable diligence within one (1) year
after the occurrence of the fire or other casualty (as estimated by a licensed
architect selected by Undertenant), then Undertenant shall have the right to
terminate this Lease by giving thirty (30) days written notice of termination to
Landlord.
44. SUB-TENANTS RIGHT OF CLAIM UPON EMINENT DOMAIN
Notwithstanding the foregoing, Undertenant may nevertheless claim for the value
of its trade fixtures, equipment, moving expenses, and for the unamortized
portion of any leasehold improvements in the event of a taking of the Demised
Premises by eminent domain.
45. SUBTENANTS RIGHT TO EFFECT EMERGENCY REPAIRS
Tenant may give Landlord notice of any repair which Landlord must make or any
other default on the part of Landlord and Landlord shall upon ten (10) days
written notice promptly remedy the condition with due diligence. If Landlord
fails to remedy same with due diligence after notice is given thereof to
Landlord and in an emergency at any time, then anything in this Lease to the
contrary notwithstanding, Undertenant may cause such condition to be remedied
at a fair and reasonable cost and may deduct the cost thereof upon providing
Landlord with proof of payment therefore, plus interest thereon at the maximum
rate permitted by law from the rents and additional rents accruing.
46. LANDLORD'S RULES AND REGULATIONS
Overlord shall have the right to promulgate and enforce rules and regulations
with respect to the use of common areas in the Building which shall be
reasonable, non-discriminating and shall be enforced in a non-discriminatory
manner.
47. ATTORNEY FEE AND COST
Page 16 of 18
Overtenant and subtenant shall have a reciprocal obligation to pay attorney's
fees, disbursements and costs in the event of a default of their obligation
under the Sublease. Such payments shall be made within thirty (30) days of
written notice and proof of payment thereof. In the event Overtenant and
Subtenant do not dispute the same Subtenant may deduct same from the next months
rent due and Overtenant may charge the same as additional rent due on the next
month rental.
48. LANDLORDS COVENANT UPON TRANSFER OF TITLE
Overtenant shall only be released from further liability from this Sublease
accruing after a transfer of title provided the transferee first executes,
acknowledges and delivers to Sub-tenant an assumption of Overtenant's
obligations under this Sublease.
49. LANDLORD COVENANT OF REASONABLENESS
Wherever in this Sublease Overtenant's consent or approval is required, or
Overtenant's judgment is to be exercised in any way, no matter how designated,
Overtenant agrees to act and make its determination reasonably in all such
circumstances and to make all discretionary determinations, however designated,
with reasonable promptness.
50. INSTALLATION OF SECURITY SURVEILLANCE CAMERA(S)
Tenant at its own cost and expense shall have the right to install and maintain
security surveillance cameras throughout the Demised Premises.
51. SIGNAGE
Tenant, at its own cost and expense shall have the right to affix a sign baring
its logo in, on or around the building wherein the Demised Premises are
situated. However, such right shall be subject to the Landlord's consent which
shall not be unreasonably withheld. Tenant shall affix a sign or logo consistent
with the provisions hereinabove.
ACCEPTED AND AGREED THIS 8th DAY 0F Feb, 1998.
OVERTENANT: ECDO
000 XXXXXXXXX XXXXX, XXXX 0000
XXX XXXX, XXX XXXX 00000-0000
BY: /s/ Xxxxxx Xxxxxxxx
-------------------
XXXXXX XXXXXXXX
EXECUTIVE DIRECTOR
Page 17 of 18
UNDERTENANT: URBAN COOL NETWORK, INC.
0000 XXXXXXXXXX XXXX
XXXXXXXXX, XXXXX 00000
BY: /s/ Xxxxx X. Xxxxx, III
-----------------------
XXXXX X. XXXXX, III
PRESIDENT
WITNESSED AND ACKNOWLEDGED
XXXXX VAN DER ZEES HOUSES
ASSOCIATES L.P.
c/o ECUMENICAL COMMUNITY
DEVELOPMENT ORGANIZATION
000 XXXXXXXXX XXXXX - XXXX 0000
XXX XXXX, XXX XXXX 00000-0000
BY:____________________________
PRINT NAME
-------------------------------
AUTHORIZED SIGNATURE
Page 18 of 18
URBAN COOL NETWORK INC. 1106
xxx.xxxxxxxxxxxx.xxx
0000 XXX XX
XXXXXX, XX 00000 32-115/1110
000-000-0000 BRANCH 864
DATE 2/08/99
PAY
TO THE
ORDER OF ECDO $1633.32
-----------------------------------------------
One thousand six hundred and thirty three & 32/100 cts.
------------------------------------------------DOLLARS
[LOGO] XXXXX Xxxxx Bank of Texas, N.A.
0000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
FOR 000 Xxxx 000xx Xx. /s/ [ILLEGIBLE]
------------------
