INDUSTRIAL & RESEARCH ASSOCIATES CO.
LANDLORD
WITH
UNIFORCE STAFFING SERVICES, INC.
TENANT
AGREEMENT OF LEASE
Premises - 415 Crossways Park Drive
Woodbury, New York 11797
TABLE OF CONTENTS
ARTICLE PAGE
I DEMISE 1
II TERM 2
III BASIC RENT - ADDITIONAL RENT 4
IV UTILITIES AND SERVICES 6
V LANDLORD'S WORK, REPAIR AND MAINTENANCE 7
VI CHANGES AND ALTERATIONS - SURRENDER OF 9
DEMISED PREMISES
VII COMPLIANCE WITH ORDERS, ORDINANCES, ETC. 11
VIII MECHANIC'S LIENS 12
IX INSPECTION OF DEMISED PREMISES BY LANDLORD 13
X RIGHT TO PERFORM COVENANTS 14
XI DAMAGE OR DESTRUCTION 15
XII CONDEMNATION 18
XIII BANKRUPTCY OR OTHER DEFAULT 21
XIV CUMULATIVE REMEDIES - NO WAIVER 30
XV SUBORDINATION 31
XVI QUIET ENJOYMENT 32
XVII NOTICES 33
XVIII DEFINITION OF CERTAIN TERMS, ETC. 34
XIX INVALIDITY OF PARTICULAR PROVISIONS 35
XX COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES 36
XXI INSURANCE 37
XXII USE, ASSIGNMENT OR SUBLETTING 38
XXIII RULES AND REGULATIONS 40
XXIV LANDLORD'S LIABILITY 41
XXV ENTIRE AGREEMENT 42
XXVI CERTIFICATES 43
XXVII SECURITY 44
XXVIII BROKER 45
XXIX SIGNS 46
XXX HOLDING OVER 47
XXXI ENVIRONMENTAL REPRESENTATION 48
EXHIBITS
Demised Premises "A"
Building Site Plan "B"
Work Letter "C"
Cleaning Specifications "D"
Rules & Regulations "E"
THIS INDENTURE OF LEASE made the 15th day of January, 1996 by
and between INDUSTRIAL & RESEARCH ASSOCIATES CO., a co- partnership, with
offices at 7600 Jericho Turnpike, Woodbury, New York 11797, hereinafter referred
to as the "LANDLORD" and UNIFORCE STAFFING SERVICES, INC., with offices at 1335
Jericho Turnpike, New Hyde Park, New York 11040, hereinafter referred to as the
"TENANT".
W I T N E S S E T H
WHEREAS, the LANDLORD is the owner in fee of the premises
hereinafter demised
NOW, THEREFORE, LANDLORD and TENANT covenant and agree as
follows:
ARTICLE I
DEMISE
Section 1.1 The LANDLORD, for and in consideration of the
rents, covenants and agreements hereinafter reserved and contained herein,
hereby leases and TENANT does hereby take and hire, upon and subject to the
covenants and conditions hereinafter expressed which the TENANT agrees to keep
and perform, the premises shown on the floor plan annexed hereto as Exhibit "A",
hereinafter called the "Demised Premises" consisting of 23,360 square feet
rentable in the building as shown on the Plan annexed hereto and marked Exhibit
"B", situated at 415 Crossways Park Drive, Woodbury, New York 11797, together
with
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the right to use, in common with other tenants of the LANDLORD in this and other
buildings, the parking area shown on Exhibit "B" (hereinafter called "parking
area") for the parking of automobiles of employees, customers, invitees or
licensees of the TENANT and other tenants of the LANDLORD. TENANT shall be
entitled to twelve (12) reserved parking spaces as noted on Exhibit "B".
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ARTICLE II
TERM
Section 2.1 The basic term of this lease (hereinafter referred
to as the "Term") shall commence within five (5) days from the date the LANDLORD
gives notice to the TENANT that the LANDLORD has substantially completed the
work set forth on the Work Letter attached hereto as EXHIBIT "C". LANDLORD
represents that LANDLORD shall use reasonable commercial efforts to
substantially complete the Demised Premises in the time frame noted in Section
2.4. The term "substantially completed" as used herein shall be deemed to mean
so complete as to allow the TENANT to enter the Demised Premises and conduct its
normal business operations therein even though there may be minor items of
decoration or construction to be completed. At the time of the commencement of
the lease the LANDLORD shall have received a temporary or permanent Certificate
of Occupancy for the Demised Premises (unless any work to be done therein, by
the TENANT shall prevent the issuance of either such Certificate of Occupancy)
and the air conditioning, heating, plumbing and electrical systems in the
Demised Premises in the building shall be in working order and the said Demised
Premises shall be free of debris.
After the LANDLORD substantially completes the Demised
Premises, the TENANT shall provide a "punch list" to the LANDLORD of any open
items of construction to be completed and LANDLORD shall complete said "punch
list" items within thirty days of receipt.
Section 2.2 The term of this lease shall be for ten
(10) years and two (2) months.
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The term "lease year" as used herein or "year" as used herein,
shall mean a twelve (12) month period. The first lease year shall commence on
the date of the term hereof, but if such date of commencement shall be a date
other than the first day of a month, the first lease year shall commence on the
first day of the month following the month in which the term of the lease
commences. Each succeeding lease year during the term hereof shall commence on
the anniversary date of the first lease year.
Section 2.3 Immediately following the determination of the
commencement date of the term of this lease, the LANDLORD and the TENANT, at the
request of either party, shall execute an agreement in recordable form, setting
forth both the dates of the commencement of the term of this lease and the date
of the termination hereof.
Section 2.4 The parties expect that the term of this lease
will commence on the 1st day of April, 1996, and end on the 31st day of May,
2006. In the event, however, that the LANDLORD is unable to substantially
complete the work set forth on Exhibit "C" by reason of strikes, inability to
obtain materials, governmental regulations, acts of God or other matters beyond
LANDLORD's control then and in that event the provisions of Section "2.1" shall
control the commencement of the term hereof.
Notwithstanding anything to the contrary herein, provided that
the lease and all associated documents are executed by the 15th day of January,
1996 and all finishes and special requirements as per #11 of Exhibit C are
finalized by the 29th day of January, 1996, the TENANT shall have the option,
but not
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the obligation, to cancel this lease should the LANDLORD be unable to deliver
the Demised Premises substantially completed by the 15th day of May, 1996.
TENANT shall notify the LANDLORD in writing of TENANT'S intention to cancel this
lease no later than the 1st day of May, 1996. LANDLORD shall immediately respond
to the TENANT of LANDLORD's ability to deliver the Demised Premises by the 15th
day of May, 1996 and provided LANDLORD shall substantially complete the Demised
Premises by the 15th day of May, 1996, TENANT's notification to the LANDLORD
shall be of no further force and effect. Should the lease have to be cancelled
all monies paid to the LANDLORD by the TENANT shall be returned within 30 days
of the cancellation and neither party shall have any further obligation to each
other and the lease shall be null and void.
ARTICLE III
BASIC RENT - ADDITIONAL RENT
Section 3.1 Commending two (2) months after the rent
commencement date, the TENANT shall pay to the LANDLORD an Annual Basic Rent to
INDUSTRIAL & RESEARCH ASSOCIATES CO. at P.O. Box 9020, Hicksville, New York
11802-9020 in equal monthly installments in advance of or on the first day of
each month without notice and demand and without abatement, deduction or set-off
of any amount whatsoever as per the following schedule:
TERM BASIC ANNUAL RENT MONTHLY RENT
06/01/96-05/31/97 $443,840.00 $36,986.67
06/01/97-05/31/98 $463,969.00 $38,641.33
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06/01/98-05/31/99 $483,552.00 $40,296.00
06/01/99-05/31/2000 $503,408.00 $41,950.67
06/01/00-05/31/01 $523,264.00 $43,605.33
06/01/01-05/31/02 $543,120.00 $45,260.00
06/01/02-05/31/03 $562,976.00 $46,914.67
06/01/03-05/31/04 $582,832.00 $48,469.33
06/01/04-05/31/05 $602,688.00 $50,224.00
06/01/05-05/31/06 $622,544.00 $51,878.67
The fractional rent, if any, from the rent commencement date (as above provided)
to the date of the first day of the following month shall be paid by the TENANT
to the LANDLORD within five (5) days after the rent commencement date. The
LANDLORD acknowledges receipt of $147,946.68 representing the rent for the first
four (4) full months for which rent is due hereunder.
Section 3.2 In the event that LANDLORD or any major tenant of
the building should contest any taxes or assessments levied against the
building, the TENANT agrees to cooperate but is not obligated to contribute to
any expenses incurred by the LANDLORD in any such proceeding or action.
Section 3.3 Rent and Additional Rent shall be payable in
lawful money of the United States to the LANDLORD at P.O. Box 9020, Hicksville,
New York 11802-9020, or at such other place as the LANDLORD may from time to
time designate, in advance, without notice, demand, offset or deduction except
as specifically set forth herein. In the event any payment of Basic Rent or
Additional Rent shall not be made to LANDLORD within ten days of the due date
hereof there shall be added to the amount a sum
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equal to five percent of the unpaid items to help to defray LANDLORD'S
additional costs for additional bookkeeping and other costs in connection
therewith.
Notwithstanding the above, TENANT shall be permitted one late
payment per year without any penalties accruing until LANDLORD gives notice to
the TENANT and TENANT'S time to cure said default has expires.
ARTICLE 1V
UTILITIES AND SERVICES
Section 4.1 TENANT shall pay for all energy used or consumed
in the Demised Premises, including energy used for HVAC. TENANT shall contract
directly with the utility company for same (gas and electric). LANDLORD
represents that the meters servicing the Demised Premises are only for the use
of the TENANT.
Section 4.2 LANDLORD shall supply, at LANDLORD'S own cost and
expense, water to the building of which the Demised Premises form a part for
office building consumption.
Section 4.3 The LANDLORD covenants to provide and pay for
cleaning services by LANDLORD's cleaner as per the Cleaning Specifications
attached hereto and made a part hereof as Exhibit "D".
Section 4.4 TENANT agrees to give at least seven days' prior
written notice to LANDLORD of the date of any relocation into or final move out
of, and the time thereof and TENANT shall
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use the loading areas designated by LANDLORD for such moving and deliveries, and
to otherwise abide by the Rules established by LANDLORD as respect deliveries to
or moving into or out of the Demised Premises. TENANT shall supply at TENANT'S
cost and expense protective coverings to protect the floors and walls of the
Building when moving into or out of the Demised Premises or when receiving or
sending any bulky or heavy materials.
ARTICLE V
LANDLORD'S WORK, REPAIR AND MAINTENANCE
Section 5.1 The LANDLORD agrees at its own cost and expense to
do the work relating to the Demised Premises in accordance with the plans and
Work Letter attached hereto, as Exhibits "A" and "C" respectively.
Section 5.2 TENANT may have its workmen commence work in the
Demised Premises prior to the substantial completion of LANDLORD'S work,
provided that such workmen do not in any manner interfere with or impede
LANDLORD'S workers. In the event that TENANT'S workers shall interfere with or
impede LANDLORD'S workers, then upon notice from LANDLORD, TENANT will
immediately remove its workers from the Demised Premises. TENANT'S entry into
the Demised Premises for the purpose of making TENANT'S installations shall not
be deemed a waiver of any of the TENANT'S rights under the lease, nor shall the
same be deemed an acceptance of the work to be done by the LANDLORD hereunder.
Section 5.3 The TENANT covenants throughout the term of this
lease, at the TENANT'S sole cost and expense to take good
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care of the interior of the Demised Premises and keep the same in good order and
condition and to make all repairs therein except (i) as provided in Section
"5.4" hereof and (ii) for reasonable wear and tear.
Section 5.4 The LANDLORD covenants throughout the term of this
lease, at the LANDLORD'S sole cost and expense, to make all structural repairs
to the building in which the Demised Premises are located and shall also
maintain and keep in good repair the building's sanitary, plumbing, electrical,
sprinklers, heating, air conditioning and other systems servicing or located, in
or passing through the Demised Premises, other than
(i) To any systems, facilities and equipment
installed on behalf of the TENANT; and
(ii) To any of the improvements to the interior of
the Demised Premises undertaken and completed by the TENANT; and
(iii) Any repairs which are necessitated by any
act or omission of the TENANT, its agents, servants, employees or invitees,
which repairs TENANT shall make at its own cost and expense.
Section 5.5 Except as expressly provided otherwise in this
lease, there shall be no allowance to the TENANT or diminution of rent and no
liability on the part of the LANDLORD by reason of inconvenience, annoyance or
injury to business arising from the making of any repairs, alterations,
additions or improvements in or to any portion of the building, on the Demised
Premises, in the parking area, or in and to the fixtures, appurtenances and
equipment thereof. The LANDLORD agrees to do any work to be done by it in such a
manner as not to unreasonably interfere with the TENANT'S use of the Demised
Premises.
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ARTICLE VI
CHANGES AND ALTERATIONS -- SURRENDER OF DEMISED PREMISES
Section 6.1 The TENANT shall have the right, at any time and
from time to time, during the term of this lease to make such nonstructural
changes and alterations to the Demised Premises as the TENANT shall deem
necessary or desirable. However, all changes and alterations must be made with
the written consent of the LANDLORD, which shall not be unreasonably withheld or
delayed, and any alterations affecting HVAC and electrical work, including
lighting, must be done by the LANDLORD at TENANT'S sole cost and expense, which
cost shall be commercially competitive.
Section 6.2 Except as noted in Article XXIX, the TENANT agrees
not to place any signs on the roof or on or about the inside or outside of the
building in which the Demised Premises are situated, except for signs inside of
the Demised Premises which may not be seen from the outside.
Section 6.3 All improvements and alterations made or installed
by or on behalf of the TENANT, shall immediately upon completion of installation
thereof be and become the property of the LANDLORD without payment therefore by
the LANDLORD, with the exception of TENANT'S trade fixtures, which TENANT may
remove provided TENANT restores any damage caused by said removal.
Section 6.4 The TENANT shall, upon the expiration of earlier
termination of this lease, surrender to the LANDLORD the Demised
10
Premises, together with all alterations and replacement thereto, in good order
and condition, except for reasonable wear and tear or damage by fire or
casualty.
If the TENANT shall make any alterations or changes or
additions to the Demised Premises, after the commencement of the term of this
lease, and LANDLORD shall desire the same to be removed upon the expiration of
the term hereof, then upon LANDLORD'S giving notice to the TENANT of its desire
to have the same removed, the TENANT will remove the same prior to the
expiration of the term hereof at TENANT'S sole cost and expense and TENANT will,
at its own cost and expense, restore the premises to the condition which they
were in just prior to the commencement of the term hereof, normal wear and tear
and damage by fire excepted. Said notice to remove and restore shall be given to
the TENANT along with the permission to the TENANT to make such additions and/or
alterations.
Section 6.5 In connection with any alterations to the Demised
Premises done by TENANT including decorating, prior to any work being commenced,
TENANT shall supply to LANDLORD: (i) liability insurance from the Contractor
doing the work in an amount not less than Two Million Dollars (inclusive of any
umbrella policy), naming LANDLORD as an additionally named insured; (ii)
evidence that all workers doing work in the demised premises are covered by
Workmen's Compensation Insurance; (iii) an agreement from TENANT's contractor to
remove all debris from the premises shown on Exhibit "B" after 6:00 P.M. at the
end of each day's work. In the event TENANT'S contractor shall fail to
11
remove debris on a daily basis, as hereinabove provided after one days' notice
by the LANDLORD, LANDLORD may order said contractors off the premises and refuse
them access to the Building thereafter.
ARTICLE VII
COMPLIANCE WITH ORDERS, ORDINANCES, ETC.
Section 7.1 The TENANT covenants throughout the term of this
lease and any renewals hereof, at the TENANT'S sole cost and expense, to comply
with all laws and ordinances and the orders and requirements of all federal,
state and municipal governments and appropriate departments, commissions, boards
and officers thereof, which may be applicable to the TENANT'S particular use or
occupancy of the Demised Premises. TENANT shall only be responsible for
non-structural alterations.
Section 7.2 The TENANT shall have the right to contest by
appropriate legal proceedings, in the name of the TENANT or the LANDLORD or
both, but without cost or expense to the LANDLORD, the validity of any law,
ordinance, order or requirement of the nature referred to in Section "7.1"
hereof. Provided such noncompliance does not subject the LANDLORD to any
criminal liability for failure so to comply therewith, the TENANT may postpone
compliance therewith until the final determination of any proceedings, provided
that all such proceedings shall be prosecuted with all due diligence and
dispatch, and if any lien or charge is incurred by reason of noncompliance, the
TENANT may
12
nevertheless make the contest aforesaid and delay compliance as aforesaid,
provided that the TENANT indemnifies the LANDLORD against any loss or injury by
reason of such noncompliance or delay therein.
Section 7.3 LANDLORD covenants and agrees that at the time of
the commencement of the term of this lease the Demised Premises shall comply
with all laws, ordinances and regulations applicable thereto.
ARTICLE VIII
MECHANIC'S LIENS
Section 8.1 The TENANT covenants not to suffer or permit any
mechanic's liens to be filed against the fee interest of the LANDLORD nor
against TENANT'S leasehold interest in the Demised Premises by reason of work,
labor, services or materials supplied or claimed to have been supplied to the
TENANT or any contractor, subcontractor or any other party or person acting at
the request of the TENANT, or anyone holding the Demised Premises or any part
thereof through or under the TENANT. TENANT agrees that in the event any
mechanic's lien shall be filed against the fee interest of the LANDLORD or
against the TENANT'S leasehold interest the TENANT shall, within thirty (30)
days after receiving notice of the filing thereof, cause the same to be
discharged of record by payment, deposit, bond or order of a court of competent
jurisdiction or otherwise.
13
If TENANT shall fail to cause such lien to be discharged or
bonded with the period aforesaid, then in addition to any other right or reedy,
LANDLORD may, but shall not be obligated to, discharge the same by paying the
amount claimed to be due, by procuring the discharge of such lien by deposit by
bonding proceedings, and in any such event, LANDLORD shall be entitled, if
LANDLORD so elects, to compel the prosecution of any action for the foreclosure
of such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest, costs and allowances. Any amount so paid by LANDLORD and
all reasonable costs and expenses incurred by LANDLORD or the fee owner in
connection therewith, including but not limited to premiums on any bonds filed
and attorneys' fees, shall constitute Additional Rental payable by TENANT under
this lease and shall be paid by TENANT to LANDLORD within ten days of demand
therefor.
ARTICLE IX
INSPECTION OF DEMISED PREMISES BY LANDLORD
Section 9.1 The TENANT agrees to permit the LANDLORD and the
authorized representatives of the LANDLORD to enter the Demised Premises at all
reasonable times during TENANT'S usual business hours for the purpose of (a)
inspecting the same, and (b) making any necessary repairs to the Demised
Premises.
Section 9.2 The LANDLORD is hereby given the right during
TENANT'S usual business house to enter the Demised Premises to exhibit the same
for the purpose of sale or mortgage and, during the last six (6) months of the
initial term or at
14
anytime if the TENANT defaults in any of the terms, covenants and conditions of
this lease, to exhibit the same to prospective tenants for the purposes of
renting.
Section 9.3 With regard to Sections 9.1 and 9.2, except for
the case of an emergency situation, LANDLORD shall, if possible, give reasonable
notice to TENANT of LANDLORD'S intention to inspect the premises or to make
repairs and shall use commercially reasonable efforts not to unduly disrupt
TENANT'S operations.
ARTICLE X
RIGHT TO PERFORM COVENANTS
Section 10.1 The Tenant covenants and agrees that if the
TENANT shall at any time fail to make any payment or perform any other act on
its part to be made or performed under this lease, the LANDLORD, after the
expiration of any time limitation set forth in this lease (except in cases of
emergency) may, but shall not be obligated to, make such payment or perform such
other act to the extent the LANDLORD may deem reasonably desirable, and in
connection therewith to pay reasonable expenses and employ counsel. All sums so
paid by the LANDLORD and all expenses in connection therewith shall be deemed
additional rent hereunder and be payable to the LANDLORD on the first day of the
next month and the LANDLORD shall have the same rights and remedies for the
nonpayment thereof as in the case of default in the payment of the basic rent
reserved hereunder.
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ARTICLE XI
DAMAGE OR DESTRUCTION
Section 11.1 A. If the Demised Premises or any part thereof
shall be damaged by fire or other casualty, TENANT shall give immediate notice
thereof the LANDLORD 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 LANDLORD to the extent that said
damages include those installations originally installed by LANDLORD pursuant to
the Floor Plan and Work Letter attached hereto known as Exhibits "A" and "C"
respectively.
C. If the Demised Premises are totally damaged or
rendered wholly unusable by fire or other casualty, then the LANDLORD shall have
the 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 LANDLORD shall decide to demolish
it or not to rebuild it, then, in any of such events, LANDLORD may elect to
terminate this lease or rebuild by written notice to TENANT given within ninety
(90) days after such fire or casualty specifying a date for the expiration of
the lease or rebuilding, which date shall not be
16
more than sixty (60) days after the giving of such notice. Upon the date
specified in a notice termination 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 the date of destruction 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 LANDLORD shall serve a termination notice as provided
for herein, LANDLORD shall make the repairs and restorations under the
conditions of "B" and "C" hereof, with all reasonable expedition subject to
delays due to adjustment of insurance claims, labor troubles and causes beyond
LANDLORD'S control.
Notwithstanding anything contained to the contrary herein,
should the Demised Premises not be restored within 210 days of fire or other
casualty, then the TENANT shall have the option of canceling this lease
agreement provided the TENANT gives the LANDLORD fifteen (15) days prior written
notice of the TENANT'S intention to cancel this lease. Should the LANDLORD feel
that the Demised Premises will be substantially restored within said fifteen
(15) day period, LANDLORD shall respond in writing to the TENANT and the
TENANT'S notice to the LANDLORD shall be null and void and of no further force
and effect.
E. Nothing contained hereinabove shall relieve
TENANT from liability that may exist as a result of damage from
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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 from fire or other casualty, and
to the extent that such insurance is in force and collectable and to the extent
permitted by law, LANDLORD 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. LANDLORD and TENANT'S insurance policies
shall contain a clause providing that such a release or waiver shall not
invalidate the insurance and also, provided that such policy can be obtained
without additional premiums. In the event that there are additional premiums for
such waiver of subrogation, the party in whose favor such waiver is intended
shall have the option to either pay the additional premium or waive the
condition that the other's policy contain the same. TENANT acknowledges that
LANDLORD will not carry insurance on TENANT'S furniture and/or furnishings or
any fixtures or equipment, improvements, or appurtenances removable by TENANT
and agrees that LANDLORD will not be obligated to repair any damage thereto or
replace the same.
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.
Section 11.2 The TENANT shall not knowingly do or permit to be
done any act or thing upon the Demised Premises, which will invalidate or be in
conflict with fire insurance policies covering the building of which Demised
Premises form a
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part, and fixtures and property therein. The TENANT shall at its expense comply
with all rules, orders, regulations or requirements of the New York Board of
Fire Underwriters, or any other similar body, which may be applicable to the the
TENANT'S use and occupancy of the Demised Premises, provided that the necessity
for such compliance results from the use and occupancy of the Demised Premises
by the TENANT, and shall not do, or permit anything to be done, in or upon the
Demised Premises or bring or keep anything therein, or use the Demised Premises
in a manner which shall increase the rate of fire insurance on the building of
which the Demised Premises form a part, or on the property located therein, over
that in effect when the lease commenced, unless the TENANT shall reimburse the
LANDLORD, as additional rent hereunder, for that part of all insurance premiums
thereafter paid by the LANDLORD, which shall have been charged because of such
failure or use by the TENANT, and shall make such reimbursement upon the first
day of the month following written receipt of notice of such outlay by the
LANDLORD and evidence of the payment thereof. TENANT'S proposed usage, as noted
in Article XXII, shall not increase the building's insurance rates.
Section 11.3 Notwithstanding anything to the contrary
contained in this lease, during any period after damage or destruction and until
the premises have been restored, the TENANT shall be entitled to an abatement of
rent and additional rent for the unusable portion of the Demised Premises, on a
square foot basis.
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ARTICLE XII
CONDEMNATION
Section 12.1 If the whole of the Demised Premises shall be
taken for any public or quasi-public use by any lawful power or authority by
exercise of the right of condemnation or eminent domain, or by agreement between
LANDLORD and those having the authority to exercise such right (hereinafter
called "Taking"), the term of this lease and all rights of TENANT hereunder,
except as hereinafter provided, shall cease and expire as of the date of vesting
of title as a result of the Taking and the rent or additional rent paid for a
period after such date shall be refunded to TENANT upon demand.
Section 12.2 In the event of the Taking of less than the whole
of the demised premises, or the whole or part of the parking area, this lease
shall cease and expire in respect of the portion of the Demised Premises and/or
the parking area taken upon vesting of title as a result of the Taking, and, if
the Taking results in the portion of the Demised Premises remaining after the
Taking being inadequate, in the judgement of TENANT, for the efficient,
economical operation of the TENANT'S business conducted at such time in the
Demised Premises, TENANT may elect to terminate this lease by giving notice to
LANDLORD of such election not more than forty-five (45) days after the actual
Taking by the condemning authority, stating the date of termination, which date
of termination shall be not more than thirty (30) days after the date on which
such notice to LANDLORD
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is given, and upon the date specified in such notice to LANDLORD, this lease and
the term hereof shall cease and expire. If TENANT does not elect to terminate
this lease aforesaid:
(i) The new rent payable under this lease shall
be the product of the basic rent payable under this lease multiplied by a
fraction, the numerator of which is the net rentable area of the Demised
Premises remaining after the Taking, and the denominator of which is the net
rentable area of the Demised Premises immediately preceding the Taking, and
(ii) The net award for the Taking shall be paid
to and first used by LANDLORD, subject to the rights of mortgagee, to restore
the portion of the Demised Premises and the building remaining after the Taking
to substantially the same condition and tenantability (hereinafter called the
"Pre-Taking Condition") as existed immediately preceding the date of the Taking.
Section 12.3 In the event of a Taking of less than the whole
of the Demised Premises which occurs during the period of two (2) years next
preceding the date of expiration of the term of this lease, LANDLORD or TENANT
may elect to terminate this lease by giving notice to the other party to this
lease of such election, not more than forty-five (45) days after the actual
Taking by the condemning authority, stating the date of termination, which date
of termination shall be not more than thirty (30) days after the date on which
such notice of termination is given, and upon the date specified in such notice,
this lease and the term hereof shall cease and expire and all rent and
additional rent paid under this lease for a period after
21
such date of termination shall be refunded to TENANT upon demand. On or before
such date of termination, TENANT shall vacate the Demised Premises, and any of
TENANT'S property remaining in the Demised Premises subsequent to such date of
termination shall be deemed abandoned by TENANT and shall become the property of
LANDLORD.
Section 12.4 In the event of a Taking of the Demised Premises
or any part thereof, and whether or not this lease is terminated, TENANT shall
have no claim against LANDLORD or the condemning authority for the value of the
unexpired term of this lease, but:
(i) TENANT may interpose and prosecute in any
proceedings in respect of the Taking, independent of any claim of LANDLORD, a
claim for the reasonable value of TENANT'S fixtures and
(ii) A claim for TENANT'S moving expenses.
ARTICLE XIII
BANKRUPTCY OR OTHER DEFAULT
Section 13.1 A. Events of Bankruptcy. The following shall be
Events of Bankruptcy under this lease:
(i) TENANT'S becoming insolvent, as the term is defined in
Title 11 of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et
seq. (the "Bankruptcy Code") or under the insolvency laws of New York State;
(ii) The appointment of a Receiver of Custodian for any or all
of TENANT'S property or assets;
22
(iii) The filing of a voluntary petition under the provisions
of the Bankruptcy Code or Insolvency Laws:
(iv) The filing of an involuntary petition against TENANT as
the subject debtor under the Bankruptcy Code or Insolvency Laws, which is either
not dismissed within sixty days of filing, or results in the issuance of an
order for relief against the debtor, whichever is later; or,
(v) TENANT'S making or consenting to an assignment for the
benefit of creditors of a common law composition of creditors.
B. Landlord's Remedies.
(i) Termination of Lease. Upon the occurrence of an Event of
Bankruptcy, LANDLORD shall have the right to terminate this lease by giving
thirty days prior written notice to TENANT, provided, however, that this Section
"13.1 (B) (i)" shall have no effect while a case in which TENANT is the subject
debtor under the Bankruptcy Code is pending, unless TENANT or its Trustee in
bankruptcy is unable to comply with the provisions of Sections "13.1 (B) (V)'
and '13.1 (B) (vi)' below. If TENANT or its Trustee is unable to comply with
Sections "13.1 (B) and (v)" and "13.1 (B) (vi)" below, this lease shall
automatically cease and terminate, and TENANT shall be immediately obligated to
quit the premises upon the giving of notice pursuant to this Section "13.1 (B)
(i)". Any other notice to quit, or notice of LANDLORD'S intention to re-enter is
hereby expressly waived. If LANDLORD elects to terminate this lease, everything
contained in this lease on the part of LANDLORD to be done and performed shall
23
cease without prejudice, subject, however, to the right of LANDLORD to recover
from TENANT all rent and any other sums accrued up to the time of termination or
recovery of possession by LANDLORD, whichever is later, and nay other monetary
damages or loss of reserved rent sustained by LANDLORD.
(ii) Suit for Possession. Upon termination of this lease
pursuant to Section "13.1 (B) (i)", LANDLORD may proceed to recover possession
under any by virtue of the provisions of the laws of the State of New York, or
by such other proceedings, including re-entry and possession, as may be
applicable.
(iii) Reletting of Premises. Upon termination of this lease
pursuant to Section "13.1 (B) (i)", the premises may be relet by LANDLORD for
such rent and upon such terms as are not unreasonable under the circumstances,
and if the full rental reserved under this lease (and any of the costs,
expenses, or damages indicated below shall not be realized by LANDLORD, TENANT
shall be liable for all reasonable damages sustained by LANDLORD, including,
without limitation, deficiency in rent, reasonable attorneys' fees, brokerage
fees, and expenses of placing the premises in the first class rentable
condition. LANDLORD, in putting the premises in good order or preparing the same
for re- rental may, at LANDLORD'S option, make such alterations, repairs, or
replacements in the premises as LANDLORD, in LANDLORD'S reasonable sole
judgment, considers advisable and necessary for the purpose of reletting the
premises, and the making of such alterations, repairs, or replacements shall not
operate or be construed to release TENANT from liability hereunder as aforesaid.
LANDLORD shall in no event be liable in any way
24
whatsoever for failure to relet the premises, and in no event shall TENANT be
entitled to receive any excess, if any, of such net rent collected over the sums
payable by TENANT to LANDLORD hereunder.
(iv) Monetary Damages. Any damage or loss of rent sustained by
LANDLORD as a result of an Event of Bankruptcy may be recovered by LANDLORD, at
LANDLORD'S option, at the time of the reletting, or in separate actions, from
time to time, as said damage shall have been made more easily ascertainable by
successive relettings, or, in a single proceeding deferred until the expiration
of the term of this lease (in which event TENANT hereby agrees that the cause of
action shall not be deemed to have accrued until the date of expiration of said
term) or in a single proceeding prior to either the time of reletting or the
expiration of the term of this lease, in which event TENANT agrees to pay
LANDLORD the difference between the present value of the rent reserved under
this lease on the date of breach, discounted at eight percent per annum, and the
fair market rental value of the Demised Premises on the date of breach. In the
event TENANT becomes the subject debtor in a case under the Bankruptcy Code the
provisions of this Section "13.1 (B) (iv)" may be limited by the limitations of
damage provisions of the Bankruptcy Code.
(v) Assumption or Assignment by Trustee. In the event TENANT
becomes the subject debtor in a case pending under the Bankruptcy Code,
LANDLORD'S right to terminate this lease pursuant to this Section "13.1" shall
be subject to the rights of the Trustee in Bankruptcy to assume or assign this
lease. The
25
Trustee shall not have the right to assume or assign this lease unless the
Trustee: (a) Promptly cures all defaults under this lease, (b) promptly
compensates LANDLORD for monetary damages incurred as a result of such default,
and (c) provides adequate assurance of future performance.
(vi) Adequate Assurance of Future Performance. LANDLORD and
TENANT hereby agree in advance that adequate assurance of future performance, as
used in Section "13.1 (B) (v)" above, shall mean that all of the following
minimum criteria must be met:
(a) The Trustee must pay to LANDLORD, at the time the next
payment of rent is then due under this lease, in addition to such payment of
rent, an amount equal to the next three month's rent due under this lease, said
amount to be held by LANDLORD in escrow until either the Trustee or TENANT
defaults in its payment of rent or other obligations under this lease (whereupon
LANDLORD shall have the right to draw such escrow funds) or until the expiration
of this lease (whereupon the funds shall be returned to the Trustee or Tenant);
(b) The TENANT or Trustee must agree to pay to the LANDLORD,
at any time the LANDLORD is authorized to and does draw on the funds escrowed
pursuant to Section "13.1 (B) (vi) (a)" above, the amount necessary to restore
such escrow account to the original level required by said provision;
(c) Tenant must pay its estimated pro-rata share of the cost
of all services provided by LANDLORD (whether directly or through agents or
contractors, if the cost of such service is the responsibility of the TENANT or
is to be passed through to TENANT) in advance of the performance or provision of
such services;
26
(d) The Trustee must agree that TENANT'S business shall be
conducted in a first class manner, and that no liquidating sales, auctions, or
other non-first class business operations shall be conducted on the premises;
(e) The Trustee must agree that the use of the premises as
stated in this lease will remain unchanged;
(f) The Trustee must agree that the assumption or assignment
of this lease will not violate or affect the rights of other tenants of the
LANDLORD.
(vii) Failure to Provide Adequate Assurance. In the event
TENANT is unable to:
(a) cure its defaults; or
(b) reimburse LANDLORD for its monetary damages; or
(c) pay the rent due under this lease, on time (or within five
days of the due date); or,
(d) meet the criteria and obligations imposed by Section "13.1
(B) (vi)" above; then TENANT agrees in advance that it has not met its burden to
provide adequate assurance of future performance, and this lease may be
terminated by LANDLORD in accordance with Section "13.1 (B) (i)" above.
Section 13.2 Default of TENANT
A. Events of default. The following shall be events
of default under this lease.
(i) TENANT'S failure to pay any monthly installment of Basic
Annual Rent or Additional Rent, the amount of which has been ascertained, within
ten days after notice of such failure from LANDLORD.
27
(ii) TENANT'S failure to make any other payment required under
this lease i such failure shall continue beyond ten days after LANDLORD'S notice
that the same has not been paid.
(iii) TENANT'S violation or failure to perform any of the
other terms, conditions, covenants or agreements herein made by TENANT if such
violation or failure continues for a period of five days if it affects other
tenants of the building or ten days in all other cases, after LANDLORD'S written
notice thereof to TENANT, provided that no such notice shall be required if
TENANT has received a similar notice within one hundred eighty days of such
violation or failure.
(iv) In the event of any violation or failure to perform a
covenant as contemplated in Section '13.2(A) (iii)', and if such covenant cannot
be performed within the said five day or ten day period, whichever the case may
be, then and in that even , providing TENANT has promptly commenced to cure such
violation and is diligently proceeding with the cure the time within which
TENANT may cure the same shall be extended to such reasonable time as may be
necessary to cure the same with all due diligence.
B. If an Event of Default as hereinabove specified in Section
'13.2(A) (i), (ii) or (iii)' shall occur, and shall not be cured within the time
period specified in LANDLORD's notice, or as to a default provided for in
Section '13.2(A) (iii)' if same shall recur within 180 days of LANDLORD'S last
notice of same or if TENANT has commenced a cure but fails to diligently proceed
with same after five (5) days notice from LANDLORD then:
28
(i) LANDLORD may give TENANT a five day notice of its
intention to end the term of this lease, and thereupon, at the expiration of
said five day period, this lease shall expire as fully and completely as if the
day were the date herein originally fixed for the expiration of the term, and
TENANT shall then quit and surrender the premises to LANDLORD but TENANT shall
continue to remain liable as hereinafter provided; or, (ii) LANDLORD, without
prejudice to any other right or remedy of LANDLORD, held hereunder or by
operation of law, and notwithstanding any waiver of any breach of a condition or
Event of Default hereunder, may, at its option and without further notice,
re-enter the Demised Premises or dispossess TENANT and any legal representative
or successor of TENANT or other occupant of the premises by summary proceedings
or other appropriate suit, action or proceeding or otherwise and remove his, her
or its effects and hold the Demised Premises as if this lease had not been made;
and TENANT hereby expressly waives the service of notice of intention to
re-enter or to institute legal proceedings to that end.
Section 13.3 Notwithstanding such default, re-entry,
expiration and/or dispossession by summary proceedings or otherwise, as provided
in Section '13.2' above, TENANT shall continue liable during the full period
which would otherwise have constituted the balance of the term hereof, and shall
pay as liquidated damages at the same times as the Basic Annual Rent and
Additional Rent and other charges become payable under the terms hereof, a sum
equivalent to the Basic Annual Rent and Additional
29
Rent and other charges reserved herein (less only the net proceeds of reletting
as hereinafter provided), and LANDLORD may rent the Demised Premises either in
the name of LANDLORD may rent the Demised Premises either in the name of
LANDLORD or otherwise, reserving the right to rent the Demised Premises for a
term of terms which may be less than or exceed the period which would otherwise
have been the balance of the term of this lease without releasing the original
TENANT from any liability, applying any monies collected, first to the expense
of resuming or obtaining possession, next to restoring the premises to a
rentable condition, and then to the payment of any brokerage commissions and
legal fees in connection with the reletting of the Demised Premises and then to
the payment of the Basic Annual Rent, Additional Rent and other charges due and
to grow due to LANDLORD hereunder, together with reasonable legal fees of
LANDLORD therefore.
Section 13.4 LANDLORD and TENANT do hereby mutually waive
trial by jury in any action, proceeding or counterclaim brought by either
LANDLORD or TENANT against the other with regard to any matters whatsoever
arising out of or in any way connected with this lease, the relationship of
LANDLORD and TENANT, and TENANT'S use or occupancy of the Demised Premises,
provided such waiver is not prohibited by any laws of the State of New York. Any
action or proceeding brought by either party hereto against the other, directly
or indirectly, arising out of this agreement (except for a summary proceeding),
shall be brought in a court in the County in which the Demised Premises are
located and all motions in any such action shall be made in such County.
30
Section 13.5 TENANT hereby agrees that in any action or
summary proceeding brought by LANDLORD for the recovery of Basic Annual Rent or
Additional Rent, it will not interpose any non-compulsatory counter-claim or
set-off nor will TENANT seek to consolidate or join for trial any such action or
proceeding with any other action or proceeding.
Section 13.6 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 this article of this
lease, LANDLORD may immediately or at any time thereafter and without notice
perform the same for the account of TENANT and if LANDLORD makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to, attorneys' fees in instituting,
prosecuting or defending any action or proceeding such sums paid or obligations
incurred with interest and costs shall be deemed to be additional rent hereunder
and the sum shall be due immediately upon LANDLORD incurring same and may be
included as an item of additional rent in any summary proceeding instituted by
the LANDLORD.
Section 13.7 In the event of any default by the TENANT or
LANDLORD hereunder and either shall commence any action or other proceeding
against the other in which the other shall be successful, or which shall be
settled by the payment of a sum of money to the successful party by the
unsuccessful party, the unsuccessful party agrees to reimburse the successful
party for reasonable attorneys' fees in connection with such action or
proceeding.
31
ARTICLE XIV
CUMULATIVE REMEDIES -- NO WAIVER
Section 14.1 The specific remedies to which the LANDLORD or
the TENANT may resort under the terms of this lease are cumulative and are not
intended to be exclusive of any other remedies or means or redress of which they
may be lawfully entitled in case of any beach or threatened breach by either of
them of any provision of this lease. The failure of the LANDLORD to insist in
any one or more cases upon the strict performance of any of the covenants of
this lease, or to exercise any option herein contained, shall not be construed
as a waiver or relinquishment for the future of such covenant or option. A
receipt by the LANDLORD of rent with knowledge of the breach of any covenant
thereof shall not be deemed a waiver of such breach, and no waiver, change,
modification or discharge by either party hereto of any provision in this lease
shall be deemed to have been made or shall be effective unless expressed in
writing and signed by both the LANDLORD and the TENANT. In addition to the other
remedies in this lease provided, the LANDLORD shall be entitled to restraint by
injunction of any violation, or attempted or threatened violation, of any of the
covenants, conditions or provisions of this lease or to a decree compelling
performance of any such covenants, conditions or provisions.
32
ARTICLE XV
SUBORDINATION
Section 15.1 It is hereby expressly agreed that this lease and
all rights of the TENANT hereunder shall be subject and subordinate at all times
to any mortgages and any renewals, replacements, extensions of modifications
thereof which may now be or shall hereafter become liens on the Demised Premises
or the land and building of which the same form a part. The TENANT agrees that
at any time upon ten (10) days' written notice the TENANT will execute and
deliver to the LANDLORD a subordination agreement confirming the provisions of
this article. Failure of TENANT to execute and deliver such agreement shall not
affect the subordination provided for hereunder.
Section 15.2 This lease is specifically made subordinate to a
mortgage give to Crossways Capital II and notwithstanding whether or not any
formal subordination agreement is executed, this lease shall at all times be
subordinate to any replacements, extensions, modifications or consolidations
thereof.
ARTICLE XVI
QUIET ENJOYMENT
Section 16.1 The LANDLORD covenants and agrees that the
TENANT, upon paying the basic rent and all other charges
33
herein provided and observing and keeping the covenants, agreements and
conditions of this lease on its party to be kept, shall and may peaceably and
quietly hold, occupy and enjoy the Demised Premises during the term of this
lease.
ARTICLE XVII
NOTICES
Section 17.1 All notices, demands and requests which may or
are required to be given by either party to the other shall be in writing. All
notices, demands and requests by the LANDLORD to the TENANT shall be deemed to
have been properly given if sent by United States registered or certified mail,
postage prepaid or overnight carrier, such as Federal Express, addressed to the
TENANT at the Demised Premises or Temporary Demised Premises, or at such other
place as the Tenant may from time to time designate in a written notice to the
LANDLORD. All notices, demands and requests by the TENANT to the LANDLORD shall
be deemed to have been properly given if sent by United States registered or
certified mail, or overnight carrier such as Federal Express, postage prepaid,
addressed to the LANDLORD at the address first above written, or at such other
place as the LANDLORD may from time to time designate in a written notice to the
TENANT. Notices to the TENANT may be given by the attorney for the LANDLORD with
the same force and effect as if given by the LANDLORD. Notices, demands and
requests which shall be served upon LANDLORD or TENANT in the manner aforesaid
shall be
34
deemed to have been served or given for all purposes under this Lease at the
time such notice, demand or requests shall be received or returned by Post
Office or by an overnight carrier, such as Federal Express, as having been
"refused" or "undeliverable".
ARTICLE XVIII
DEFINITION OF CERTAIN TERMS, ETC.
Section 18.1 The captions of this lease are for convenience
and reference only and in no way define, limit or describe the scope or
intention of this lease or in any way affect this lease.
Section 18.2 The term "TENANT" as referred to hereunder shall
refer to this TENANT and any successor or assignee of this TENANT.
Section 18.3 The term "LANDLORD" as used hereunder shall mean
only the owner for the time being of the land and building of which the Demised
Premises form a part, so that in the event of any sale or sales, or in the event
of a lease of said land and building this LANDLORD shall be and hereby is
entirely free and relieved of all covenants and obligations thereafter accruing
hereunder, of LANDLORD hereunder and it shall be deemed and construed without
further agreement between the parties, or their successors in interest, that the
purchaser or lessee of the building has agreed to carry out all of the terms and
covenants and obligations of the LANDLORD hereunder.
35
ARTICLE XIX
INVALIDITY OF PARTICULAR PROVISIONS
Section 19.1 If any term or provision of this lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this lease, or the application of
such term of provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this lease shall be valid and be enforced to the fullest
extent permitted by law.
ARTICLE XX
COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES
Section 20.1 It is further covenanted and agreed by and
between the parties hereto that the covenants and agreements herein contained
shall bind and inure to the benefit of the LANDLORD, its successors and assigns,
and the TENANT, its successors and assigns, subject to the provisions of this
lease.
36
ARTICLE XXI
INSURANCE
Section 21.1 TENANT shall at all times during the term hereby
carry Public Liability Insurance for the Demised Premises naming LANDLORD as an
additional insured with combined single limits of $3,000,000.00 each occurrence
and $3,000,000.00 aggregate for bodily injury and property damage.
Section 21.2 Prior to taking possession, TENANT shall deliver
to the LANDLORD a certificate of the insurance company authorized to do business
in the State of New York with a Bests rating of B+ or better, certifying that
the aforesaid liability policy is in full force and effect. A certificate
evidencing the renewal of such liability insurance policy shall be delivered to
the LANDLORD at least twenty (20) days before the expiration thereof and each
such renewal certificate shall include the LANDLORD as an additional insured.
TENANT may carry aforesaid insurance as a part of a blanket policy provided,
however, that a certificate thereof naming the LANDLORD as an additional insured
is delivered to the LANDLORD as aforesaid. Such policy of insurance of
certificate shall also provide that said insurance may not be canceled unless
ten (10) days' notice is given to the LANDLORD prior to such cancellation and
that the insurance as to the interest of the LANDLORD shall not be invalidated
by any act or neglect of the TENANT.
Section 21.3 TENANT shall prior to doing any work in the
Demised Premises obtain any and all permits necessary therefore and will provide
Worker's Compensation Insurance and Liability Insurance in the limits provided
for in Section "21.1" hereof.
Section 21.4 LANDLORD represents the LANDLORD'S cleaning
contractor shall be bonded and insured.
37
ARTICLE XXII
USE, ASSIGNMENT OR SUBLETTING
Section 22.1 The TENANT agrees to use the premises for general
offices and related uses and for no other purpose.
Section 22.2 Unless the LANDLORD shall have given its consent
thereto, this lease may not be assigned not may the Demised Premises be sublet
in whole or in part. Such approval will not be unreasonably withheld or delayed.
In determining the reasonableness, the LANDLORD shall take into consideration
the use to which the sub-tenant will put the space and the nature of the
sub-tenant's business in order to maintain the integrity of the building as a
whole.
Section 22.3 Notwithstanding anything herein to the contrary,
LANDLORD shall have the right of first refusal to recapture the leased premises
or any part thereof, prior to any sublet or assignment. In the event TENANT
shall desire to assign or sublet this lease, TENANT shall provide written notice
of same to LANDLORD. LANDLORD shall, within thirty (30) days of receipt of such
notice, notify TENANT as to whether or not LANDLORD desires to recapture the
Demised Premises. In the event that LANDLORD shall elect to recapture the
Demised Premises or any part thereof, provided same is the part that the TENANT
desires to sublet, it shall be deemed that the space is recaptured by the
LANDLORD on the thirtieth (30th) day following LANDLORD's notice
38
to TENANT of its election. Within said thirty (30) day period, TENANT shall
remove all of TENANT'S effects and personal property therefrom. If LANDLORD
shall elect not to recapture the Demised Premises of any part thereof, TENANT
may after prior written consent of the LANDLORD, whose consent shall not be
unreasonably withheld or delayed, assign or sublet the Demised Premises subject
to Section 22.4.
Section 22.4 In the event that TENANT shall assign this lease
and shall receive any consideration therefore in excess of Basic Annual Rent and
Additional Rents therein, one-half of such consideration shall be paid to the
LANDLORD as additional rent. In the event TENANT shall sublet any of the space
demised hereunder and the rent and/or additional rent reserved under any such
sublease shall be in excess of the rent provided for hereunder, TENANT shall pay
to the LANDLORD, as additional rent, as and when same is collected, one-half the
difference between the rent and additional rent reserved herein and the rent and
additional rent reserved in such sublease.
Section 22.5 In the event that any sub-tenant should hold over
in the premises beyond the expiration of the term of this lease, the TENANT
hereunder shall be responsible to the LANDLORD for all Basic Annual Rent and
Additional Rent until the premises are delivered to the LANDLORD in the
condition provided for in this lease.
Section 22.6 TENANT shall pay LANDLORD'S reasonable legal fees
with reference to approving any assignment and assumption agreement.
Section 22.7 TENANT shall have the right to use the Demised
Premises in common with TENANT'S subsidiaries and affiliates.
39
ARTICLE XXIII
RULES AND REGULATIONS
Section 23.1 The TENANT agrees that it will abide by the rules
and regulations attached hereto as Exhibit "E" and any reasonable amendments or
additions thereto, provided the same are uniform as to all tenants. LANDLORD
will not discriminate in the enforcement of any rules and regulations. In the
event of a conflict between the lease and the rules and regulations, the lease
shall govern.
ARTICLE XXIV
LANDLORD'S LIABILITY
Section 24.1 In the event that the LANDLORD shall default
under the terms of this lease and the TENANT shall recover a judgement against
the LANDLORD by reason of such default or for any reason arising out of the
tenancy or use of the premises by the TENANT or the lease of the premises to the
TENANT, the LANDLORD'S liability hereunder shall be limited to the LANDLORD'S
interest in the land and building of which the Demised Premises form a part and
no further and the TENANT agrees that in any proceeding to collect such
judgement, the TENANT'S right to recovery shall be limited to the LANDLORD'S
interest in the land and building of which the Demised Premises form a part.
40
ARTICLE XXV
ENTIRE AGREEMENT
Section 25.1 This instrument contains the entire agreement
between the parties hereto and the same may not be changed, modified or altered
except by a document in writing executed and acknowledged by the parties hereto.
ARTICLE XXVI
CERTIFICATES
Section 26.1 Upon request by the LANDLORD or the TENANT, the
TENANT or the LANDLORD agrees to execute any certificate or certificates
evidencing the commencement date of the term of the lease and the fact that the
lease is in full force and effect, if such is the case, and that there are no
set-offs or other claims against the other or stating those claims which either
might have against the other.
Section 26.2 Upon request by the LANDLORD, the TENANT agrees
to execute a memorandum of this lease in recordable form which memorandum shall
set forth the commencement dates of the lease and the lease and the
subordination of the lease to a permanent first mortgage to be held by Crossways
Capital II or other institutional lender.
ARTICLE XXVII
SECURITY
Section 27.1 TENANT shall deposit with LANDLORD the sum of
$36,986.67 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
41
lease, including but not limited to the payment of rent and additional rent,
LANDLORD may use, apply or retain the whole or any part of the security 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 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 reletting of the
premises, whether such damages or deficiency in the reletting of the premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by LANDLORD. In the event that TENANT shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this lease, the security shall be returned to TENANT after the date fixed as the
end of the lease and after delivery of entire possession of the Demised Premises
to LANDLORD. In the event of a sale of the land and building, LANDLORD shall
have the right to transfer the security to the vendee provided notice is sent to
the TENANT of such transfer and LANDLORD shall thereupon be released by TENANT
from all liability for the return of such security; and the TENANT agrees to
look to the new LANDLORD solely for the return of said security; and it is
agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new LANDLORD. TENANT further covenants that it will
not assign or encumber or attempt to assign the monies deposited herein as
security and that neither LANDLORD not its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. Provided TENANT is not in default under the terms, covenants and
conditions of this lease, all applicable security monies shall be returned
within thirty (30) days of the expiration of this lease.
ARTICLE XXVIII
BROKER
Section 28.1 TENANT represents that it dealt only with
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Steven Fine Associates Inc., as broker in connection with this transaction at
415 Crossways Park Drive, Woodbury, New York and TENANT agrees to indemnify
LANDLORD against any claims or expenses which the LANDLORD may incur by reason
of the TENANT having dealt with any other broker in connection with this
transaction at 415 Crossways Park Drive, Woodbury, New York.
LANDLORD represents that Steven Fine Associates, Inc.
represented to the LANDLORD that they were authorized to negotiate on behalf of
Uniforce Services, Inc. and LANDLORD will further represent that it dealt only
with Steven Fine Associates, Inc. as broker in connection with this transaction
at 415 Crossways Park Drive and LANDLORD agrees to indemnify TENANT against any
claims or expenses which the TENANT may incur by reason of the LANDLORD having
dealt with any other broker in connection with this transaction at 415 Crossways
Park Drive, Woodbury, New York.
ARTICLE XXIX
SIGNS
Section 29.1 TENANT, at TENANT'S sole cost and expense shall
be responsible for all signage associated with TENANTS'S use and occupancy of
the Demised Premises.
Section 29.2 TENANT shall not maintain or display any sign,
lettering or lights on the exteriors of the Demised Premises, unless approved by
LANDLORD in writing. TENANT may provide and maintain a proper sign or signs on
the exterior of the Demised Premises of such size, color, design and location as
approved by LANDLORD. No rights to use of the outer walls or the roof of the
Demised Premises are granted to TENANT without LANDLORD'S written consent.
TENANT shall be liable for any damages or injuries to the
structure and building occasioned by such signs or installation or removal
thereof.
Section 29.3 LANDLORD agrees that it will not withhold its
consent to a sign similar to other signs on buildings owned by LANDLORD in the
Nassau Crossways International Plaza.
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Section 29.4 TENANT shall, at its own cost and expense, obtain
any governmental approvals necessary for any sign installed by TENANT in
accordance with the other provisions of the Article.
ARTICLE XXX
HOLDING OVER
Section 30.1 TENANT covenants that it will vacate the Premises
immediately upon the expiration or sooner termination of this lease. If the
TENANT retains possession of the Premises or any part thereof after the
termination of the term, the TENANT shall pay the LANDLORD Annual Basic Rent at
150% of the monthly rate specified in Section 3.1 for the time the TENANT thus
remains in possession and, in addition thereto, shall pay the LANDLORD for all
reasonable damages, consequential as well as direct, sustained by reason of the
TENANTS'S retention of possession. If the TENANT remains in possession of the
Premises, or any part thereof , after the termination of term, such holding over
shall, at the election of the LANDLORD expressed in a written notice to the
TENANT and not otherwise, constitute a renewal of this lease for six months. The
provisions of this Section do not exclude the LANDLORD'S rights of re-entry or
any other right hereunder, including without limitation, the right to refuse
150% of the monthly rent and instead to remove TENANT through summary
proceedings for holding over beyond the expiration of the term of this lease.
ARTICLE XXXI
ENVIRONMENTAL REPRESENTATION
Section 31.1 In the event the New York State Department of
Environmental Conservation, The Federal Environmental Protection Agency or the
Nassau County Health Department shall determine that there exists an
environmental
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condition in the building of which the Demised Premises form a part which makes
the building uninhabitable (unless such condition has been caused by the
TENANT), then unless LANDLORD shall correct such condition within five (5)
business days of the receipt of notice thereof, TENANT may, within five (5)
after the expiration of such five (5) business day period, notify LANDLORD that
TENANT is canceling this Lease effective thirty (30) days from the date of such
notice. TENANT shall vacate the Demised Premises on or before the end of such
thirty (30) day.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day and year first above written.
INDUSTRIAL & RESEARCH ASSOCIATES CO.
BY:________________________________
UNIFORCE STAFFING SERVICES, INC.
BY:________________________________
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EXHIBIT - C
WORK LETTER
UNIFORCE STAFFING SERVICE INC.
415 CROSSWAYS PARK WEST
WOODBURY, NY 11797
December 1, 1995
Revised January 5, 1996
1. PARTITIONING
All partitions provided by the Landlord shall consist of 5/8" gypsum board
applied to 2-1/2" metal studs and shall extend to the underside of the
acoustical ceiling grid, except the partions of the board room, computer room
and production area which shall extend to the underside of the slab above. Sound
attenuating insulation shall be provided where indicated on the plan attached.
Demising partitions shall consist of 5/8" gypsum board applied to 2 1/2" metal
studs 16" o/c. with sound attenuating insulation and shall extend from the
concrete floor slab to the underside of the floor above. The amount of such
partitioning shall be as indicated on the plan attached.
Fire rated enclosures of all columns, air shafts and emising partitions shall be
constructed in occurrence with the requirements of the New York State Uniform
Fire Prevention and Building Code.
2. DOORS AND BUCKS
All new interior doors of the office area shall be 3'-0" x 7'-0" solid core wood
doors with stain grade birch veneers and knock down metal door bucks, except,
doors of the reception area, board room and executive suite which shall be 3'-0"
x 8'-0" solid core birch veneers, this shall include door numbers 100, 1010,
103, 104, 105, 108, 112 to 118. Landlord shall furnish and install building
standard lever hardware (stain chrome finish) and wall stops on all new and/or
existing doors. This hardware shall conform to the requirements of the Americans
With Disability Act. A maximum of five locksets shall be provided as part of
this workletter. New entrance vestibule shall include two (2) pair of 3-0" x
7'-0" aluminum and glass doors, transom and sidelights as indicate don the plan
attached.
3. PAINTING AND FINISHES
All partitions provided by the Landlord shall be painted with light colors only,
using Benjamin Moore flat paint. Type I vinyl wallcovering shall be furnished
and installed where noted on the plan attached, which shall include the
reception area, board room, two (2) executive offices and secretarial area,
kitchen, toilets, and executive corridor. Ceramic tile shall be furnished and
installed on the wet walls of the two (2) gang toilets.
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All selections shall be made from Landlord's building standard samples.
4. FLOORING
Landlord shall furnish and install upgraded carpeting with an installed
allowance of $15.50 per square yard throughout the Demised Premises except,
carpeting with an installed allowance of $17.50 per square yard, shall be
furnished and installed where indicated on the plan attached, this shall include
the reception are, board room, two (2) executive offices and secretarial are,
and executive corridor. Landlord shall include the installation of an 18" carpet
border in the board room. all partitions provided by the landlord shall receive
4" vinyl cove base unless otherwise indicated in this workletter. Vinyl
composition floor title shall be furnished and installed in the kitchen area,
file room and production are. Ceramic floor tile and 4" ceramic cove base shall
be furnished and installed in the private toilets and gang toilets. All sections
shall be made from Landlord s building standard samples.
Landlord shall furnish and install a used 24" x 24" raised computer flooring
with entrance ramp and railings. This system shall include 8" pedestals and a
maximum of 20 cut outs.
5. CEILING
Landlord shall furnish and install a new 2'-0" x 4'-0" suspended acoustical
ceiling grid with Armstrong Second Look II tile throughout the Demised Premises,
except, Armstrong 705, 2'-0" x 2'-0" directional fissured tile, with tegular
edges shall be furnished and installed where indicated on the plan attached.
Gypsum board soffits and fascias shall be furnished and install where indicated
on the plan. Finish on all ceiling tiles and grid shall be white.
6. ELECTRIC
Landlord shall furnish and install the new building standard electric outlets
and circuitry in accordance with the National Electrical Code and as per plan
attached. Landlord shall power wire Tenant's movable partitions as indicated on
the plan attached and computer room equipment indicated on specification sheets
attached. Power wiring of the e Tenant's equipment is not included unless
outlined in this exhibit or indicated on plan attached. All internal wiring and
outlets associated with the movable portions shall be furnished and install by
the Tenant at the Tenant's sole cost and expense.
All wiring and related equipment for the Tenants's telephone, computer,
security, closed circuit television and other systems shall be furnished and
installed by the Tenant at the Tenants's sole cost and expense.
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7. LIGHTING
Landlord shall furnish and install 2'x4' and/or 2'x2' fluorescent lighting
fixtures with first lamps throughout the Demised Premises. These fixtures shall
be furnished and installed with either prismatic, 1 1/2" x 1 1/2" paracube or
deep cell parabolic lenses as indicated on the plan attached. All lighting
fixtures in exterior offices and/or open spaces are to be placed parallel or
perpendicular to the front of this building at the Landlord's option. The
purpose being that all lighting appear uniform when viewed from the exterior.
Individual offices and/or open areas shall be separately switched and
controlled. Landlord shall furnish and install exit signs and emergency lighting
in accordance with industry standards. In addition, Landlord shall furnish and
install recessed incandescent high hat fixtures where indicated on the plan
attached.
Tenant shall supply and Landlord shall install wall sconces where indicated on
the plan attached with electrical power and switching where indicated on the
plan attached.
8. HEATING, VENTILATION AND AIR CONDITIONING
Landlord shall furnish and install a new heating, ventilation and air
conditioning system through out the Demised Premises, in addition to a hot water
baseboard heating system. This system shall include gas fired heating and
electric cooling. Landlord shall furnish and install Honeywell T-7300
thermostats and remote sensors. The general design criteria for air conditing
shall be 74 degrees F. inside when the outside temperature is 95 degrees F.
Heating shall provide 70 degrees inside when the outside temperature is 5
degrees F. In addition, Landlord shall furnish and install a dedicated 5 ton
cooling unit for the computer room area.
Rooftop exhaust fans shall be furnished and installed by the Landlord for the
gang toilets, kitchen and in the production area for the sealer unit. Individual
exhaust fans shall be furnished and installed in the three (3) private toilets.
Hot water baseboard heat shall be furnished and install at exterior perimeter
curtain wall only.
9. SPRINKLERS
Landlord shall furnish and install a wet pipe fire sprinkler throughout the
Demised Premises. The shall include building standard chrome, pendant type
sprinkler heads, installed in accordance with industry standards.
10. MISCELLANEOUS
Landlord shall furnish and install the following items as indicated on the plans
attached:
1. Building standard window treatment on all exterior windows.
2. Coat closet shall receive one (1) melamine shelf and stainless
steel rod.
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3. Building standard upper and lower kitchen cabinets
with counter top, sink, hot and cold water in the
lunch room and executive areas.
4. Building standard toilet accessories shall include
toilet partitions, toilet paper holder, mirror,
sanitary napkin disposal, and soap dispenser.
5. One (1) 4'x8' plywood panel for mounting of telephone
equipment in the telephone closet.
6. Construct a Formica reception desk and countertop at the front
entrance and executive suite.
7. Interior glazing for sidelights and transom windows with 1/2"
aluminum stops and 1/4" clear glass.
8. Motorized overhead garage door with three button controls.
9. Glass block in computer room.
10. One (1) exterior window with insulated glass in the marketing
office.
11. Buffet Countertop in Board Room.
Tenant shall provide and install the following items at the Tenant's sole cost
and expense:
1. All furniture and equipment, including and secretarial work
stations unless otherwise indicated in this exhibit.
2. All signage and interior directories.
3. All built-in cabinetry work including bookshelves.
4. Fire and smoke detection system.
5. Appliances and vending machines.
6. Movable partitions, workstation, and work surfaces.
11. NOTES
Tenant shall provide to the Landlord, within fourteen (14) working days from he
signing of this agreement, all finishes and special requirements for electrical
outlets indicated, blocking or finishes so as not to delay the construction
schedule.
All subcontracts hired by the Tenant shall coordinate schedules and moves with
the Landlord's office to ensure a smooth and controlled construction sequence.
All revisions, changes orders and/or delays caused as a result of modification
by the Tenant and or consultants shall be paid by the Tenant and shall not
modify the date of possession and the commencement of rent payments by the
Tenant.
All work of this construction shall be completed during normal business hours.
Tenant shall review and approve the layout of floor tracks prior to erection of
metal studs. Tenant may at this time only make minor revision to this layout
without additional cost, providing such revisions do not increase the overall
amount of partitioning work.
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12. TENANT EXTRAS
At the option of the Tenant, the following items and related cost shall be paid
by the Tenant and shall be included as part of this work letter:
Door 103 and 112 to be a pair of 3'-0" x 8'-0" twelve (12) light
French doors with wire pulls. ADD $6,655.00
Construction of one (1) additional executive toilets indicated located
at door 107 and 109. ADD $7,260.00
Installation of 12" x 12" imitation marble tiles in the reception area
and entrance foyer and toilet other executive suite and on the face of
the decorative light column. Total area shall not exceed 600 square
feet. ADD $8,566.00
Payment for all extras shall be paid upon completion of work.
END OF SECTION
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Exhibit "D"
The following is a summary of duties to be performed by our personnel during
their tour of duty at the above mentioned location including the demised
Premises:
HOURS:
Our employees will report to work at the close of regular office hours
after 5 P.M., five nights each week, with the exception of all legal
holidays. At the termination of their duties, they will extinguish all
lights, close all windows, set electrical protection devices, and lock
all doors.
GENERAL CLEANING - FIVE NIGHTS WEEKLY:
Sweep all composition flooring with treated dust mops, if any.
Empty all waste and trash receptacles. Remove contents to receptacles
provided by the building for further disposal.
Empty and clean all ashtrays.
Wash and rinse terrazzo floors, main lobby and entrance area with
neutral cleaner, if any.
Vacuum all carpeting in building. Spot clean if necessary.
Sweep staircase and landing. Wash as necessary.
Spot clean fingermarks from walls, doors, trim, light switches and fire
exits.
PERIODIC CLEANING:
Perform hi-dusting of all walls, overhead pipes, ledges,
air-conditioning louvers and ducts twice each year.
Sweep entrances to building daily.
Police parking lot and remove paper and debits twice each week.
WINDOW CLEANING:
Wash all windows in the building on the outside and inside every four
months. First floor lobby once every month.
Clean glass entrance doors daily.
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All safety regulations will be rigidly adhered to as prescribed by New
York Labor Department. Ladders and safety belts are constantly inspected
to prevent
accidents.
Clean and sanitize water fountains.
Wash and clean all glass, directory board glass, telephone booth and
entrance doors.
Keep all metals and Formica interiors an exteriors of all elevator
walls, doors and frames in a clean condition.
Maintain all walls in main lobby and hallways in a clean condition.
Clean all lights and glass in lobby once every week.
Our personnel will be instructed to submit to our office any condition
of faulty equipment, plumbing, locks, electrical appliances, evidence of
vermin or any other irregularities.
LAVATORIES - FIVE NIGHTS WEEKLY:
Sweep, wash and disinfect all lavatory floors throughout the entire
building each night.
Empty all wastepaper and sanitary disposal cans and remove to a
designated area for removal.
Scour and disinfect all toilets bowls, urinals and hand basins.
Wash and disinfect and dry all toilets seats.
Maintain all metal pipes, bright work, mirrors, shelves, cabinets and
dispensers in a clean condition.
Keep toilet partitions and tile walls in a clean condition.
Refill all toilet tissue, hand soap, hand towels and sanitary napkin
dispensers as required.
Machine scrub and rinse all tile washroom floors, as required, each
month.
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EXHIBIT "E"
RULES AND REGULATIONS
TENANT and TENANT'S servants, employees, agents, visitor and licensees shall
observe faithfully and comply strictly with the rules and regulations, as
follows:
1. The sidewalks, entrances, passages, courts, elevators, stairways,
corridors or halls of the building, shall not be obstructed or encumbered by any
TENANT or used for any purpose other than ingress and egress to and from the
Demised Premises.
2. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of the LANDLORD. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of the Demised Premises, without the prior written
consent of the LANDLORD. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window or door of the
Demised Premises, without the prior written consent of the LANDLORD. The TENANT
shall install such blinds or draperies as the LANDLORD shall designate, which
shall be of a quality, type, design and color and attached in a manner
designated by the LANDLORD.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any TENANT of any part of the outside of the
Demised Premises or the windows thereof, or building without the prior written
consent of the LANDLORD. In the event of the violation of the foregoing by the
TENANT, LANDLORD may remove same without any liability, and may charge the
expense incurred by such removal to the TENANT or TENANTS violating this rule.
4. The doors between the Demised Premises and the halls, passageways or
other public places in the building, shall not be covered or obstructed by any
TENANT, nor shall any bottles, parcels or other articles be placed on the window
sills.
5. No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the building, not placed in the halls, corridors or
vestibules.
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6. The water and wash closets and other plumbing fixtures shall not be
used for any other purposes other than those for which they were constructed,
and no sweepings, rubbish, rags or other substances shall be throw therein.
7. No TENANT shall mark, paint, drill into or in any way deface any part
of the exterior of the Demised Premises, or the building of which they form a
part. No boring, cutting or stringing of wires on the exterior of the Demised
Premises shall be permitted except with the prior written consent of the
LANDLORD, and as the LANDLORD may direct. LANDLORD agrees that such consent
and/or direction shall not be unreasonably withheld or delayed.
8. No bicycles or vehicles of any kind shall be brought into or kept in
or about the Demised Premises, and no cooking shall be done, except by use of a
microwave, or permitted by any TENANT on the Demised Premises, except that
TENANT or TENANT'S employees may make coffee, tea, etc., in the employees'
lounge area. No TENANT shall allow the smoking of cigars and/or pipes by
employees or invites within the building or within the Demised Premises. In
addition, no TENANT shall allow the smoking of cigarettes by employees or
invites in public hallways, corridors or vestibules within the building. No
TENANT shall cause any objectionable odors to be produced upon and to permeate
from the Demised Premises.
9. No space in the building shall be used for manufacturing or for the
storage of merchandise that will be sold at auction.
10. No TENANT shall make any disturbing noises or disturb or interfere
with occupants of this or neighboring buildings or premises, whether by the use
of any musical instruments, radio, talking machines, unmusical noises,
whistling, singing, or in any other way. No TENANT shall throw anything out of
the doors, windows, or skylights, or down the passageways.
11. No TENANT or any of the TENANT'S servants, employees or agents, shall
at any time bring or keep upon the Demised Premises any inflammable, explosive
fluid, chemical or substance.
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Notwithstanding the above, TENANT shall be permitted to keep normal and usual
cleaning fluids and office supplies within the Demised Premises so long as said
fluids and supplies do not violate any environmental laws and are kept in
manufacturer's approved containers.
12. Each TENANT must, upon the termination of his tenancy, restore to the
LANDLORD all keys of stores offices, and toilet rooms, either furnished to or
otherwise procured by, such TENANT.
13. No TENANT shall engage or pay any employees on the Demised Premises
except those actually working for such TENANT on the Demised Premises.
14. This Section Deleted.
15. Each TENANT before closing and leaving the Demised Premises at any
time shall see that windows are closed.
16. The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
17. The requirements of TENANTS will be attended to only upon application
at the office of the building. Employees of the LANDLORD shall not perform any
work or do anything outside of their regular duties, unless under special
instruction from the office of the LANDLORD.
18. Canvassing, soliciting and peddling in the buildings is prohibited and
each TENANT shall use its best efforts to prevent the same.
19. There shall not be used in any space, either by any TENANT or by
jobbers or others, in the delivery or receipt of merchandise, any hand trucks,
except those equipped with rubber tires and side guards.
20. No aerial shall be erected on the roof or exterior walls of the
Demised Premises, or on the grounds.
21. TENANT agrees to comply with all such rules and regulations upon ten
(10) days notice to TENANT from LANDLORD, unless same shall be submitted to
arbitration.
22. No radio or television or other similar device shall be used which can
be heard by other tenants of the building. No aerial shall be erected on the
roof or exterior walls of the premises, or on the ground.
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23. No TENANT shall cover the floors of the Demised premises with any
material other than carpeting of a similar grade to that originally installed by
the LANDLORD.
24. TENANT agrees to comply with all such rules and regulations upon
notice to TENANT from LANDLORD or upon posting of same in such place within the
building as LANDLORD may designate. Said posted shall take place in the rear
lobby of the building.
25. 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 the mechanics thereof. Each TENANT must, upon the termination of his
tenancy, restore to the LANDLORD all keys of offices and toilet rooms, either
furnished to, or otherwise procured by such TENANT and in the event of the loss
of any keys, so furnished, such TENANT shall pay to the LANDLORD the cost
thereof. TENANT shall, with prior written notice to the LANDLORD, be permitted
to install a security system. TENANT shall provide access to the LANDLORD to the
Demised Premises at all times for repairs and for LANDLORD'S cleaning service.
26. This Section Deleted.
27. No TENANT shall occupy or permit any portion of the premises demised
to him to be occupied as an office for a public stenographer or typist, or for
the possession, storage, manufacture, or sale of liquor, narcotics, dope,
tobacco in any form, or as a barber or manicure shop, or pay any employees on
the Demised Premises, except those actually working for such TENANT on said
Premises, nor advertise for laborers giving an address at said premises.
28. No TENANT shall purchase spring water, ice, towels or other like
service from any company or persons not approved by the LANDLORD. LANDLORD
agrees not to unreasonably withhold its approval of any such vendor.
29. LANDLORD shall have the right to prohibit any advertising by any
TENANT, which in LANDLORD'S opinion, tends to impair the reputation of the
building or its desirability as a building for offices, and upon written notice
from LANDLORD, TENANT shall refrain from or discontinue such advertising, except
for sublease advertising.
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30. TENANT agrees that extraordinary waste, such as crates, cartons,
boxes, furniture and equipment, construction debris, etc., shall be removed from
the Real Property by TENANT, at TENANT'S own costs and expense. At no time shall
TENANT place any waste of any kind in any public areas. If TENANT shall place
any waste in the public areas, the parties agree that everything so placed is
abandoned and of no value to TENANT, and LANDLORD may have the same removed and
disposed of at TENANT'S expense. This remedy is in addition to any other
remedies the LANDLORD may have therefor.
31. Wastepaper baskets used in conjunction with Tenant's Demised Premises
may be filled with paper products only. No liquids or other items may be
disposed of in same.
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