THIS LEASE made the 17 day of Feb. 2004 between
LADOKK REALTY CO., LLC, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
hereinafter referred to as LANDLORD, and HAUPPAUGE COMPUTER WORKS, INC., ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
hereinafter jointly, severally and collectively referred to as TENANT.
WITNESSETH, that the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord situated in the Town of
Smithtown, County of Suffolk, State of New York, 100% of premises in the
building known as ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ to be used and
occupied by the Tenant as an office and factory for the manufacture and sale of
computer products and related business.
and for no other purpose for a term to commence on February 17, 2004 and to end
on February 16, 2009 unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of THREE HUNDRED & SIXTY THOUSAND ($360,000) DOLLARS
all payable in equal monthly installments of THIRTY THOUSAND ($30,000) DOLLARS
in advance on the first day of each and every calendar month during said term,
except the first installment, which shall be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST: That the Tenant will pay the rent as above provided.
SECOND: That, throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and local Governments and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgements
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
THIRD: That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FOURTH: If the demised premises shall be partially damaged by fire or other
cause without the fault or neglect of Tenant, Tenant's servants, employees,
agents, visitors or licensees, the damages shall be repaired by and at the
expense of Landlord and the rent until such repairs shall be made shall be
apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant, the debris shall be removed by, and at the expense of,
Tenant. In the event that the demised premises is damaged by greater than 50% of
the premises and Tenant cannot operate business and Landlord cannot repair
damages within 90 days, Tenant may terminate lease.
FIFTH: If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required for such public purpose and without apportionment of
award, the Tenant hereby assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned. If
demised premises is taken or condemned more than 25% of premises, Tenant may
terminate Lease upon ninety (90) days written notice to Landlord.
SIXTH: If, before the commencement of the term, the Tenant be adjudicated a
bankrupt, or make a general assignment, or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of any agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into possession of the demised premises. If
after the commencement of the term, any of the events mentioned above in this
subdivision shall occur, or if Tenant shall make default in fulfilling any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional rent" or if the demised premises become vacant or deserted, the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall continue to exist) the term under this
lease shall expire as fully and completely as if that day were the date herein
definitely fixed for the expiration of the term and the Tenant will then quit
and surrender the demised premises to the Landlord, but the Tenant shall remain
liable as hereinafter provided.
If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent" herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all persons and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages thereafter, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without releasing Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent' reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgement of warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.
In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.
SEVENTH: If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply with any provision hereof, or in defending any such action,
shall be deemed to be "additional rent" for the demised premises, and shall be
due and payable by the Tenant to the Landlord on the first day of the next
following month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" than due.
EIGHTH: The failure of the Landlord to insist, in any one or more instances
upon a 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 a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.
NINTH: If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and under-letting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.
TENTH: This lease shall be subject and subordinate at all times, to the
lien of the mortgages now on the demised premises, and to all advances made or
hereafter to be made upon the security thereof, and subject and subordinate to
the lien of any mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.
ELEVENTH: All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end or other expiration of the term, shall be surrendered to the Landlord in as
good order and condition and they were when installed, reasonable wear and
damages by the elements excepted.
TWELFTH: Any notice or demand which under the terms of this lease or under
any statute must or may be given or made by the parties hereto shall be in
writing and shall be given or made by mailing the same by certified or
registered mail addressed to the respective parties at the addresses set forth
in this lease.
THIRTEENTH: The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.
FOURTEENTH: No diminution or abatement of rent, or other compensation shall
be claimed or allowed for inconvenience or discomfort arising from the making of
repairs or improvements to the building or to its appliances, nor for any space
taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various "services", if any, herein expressly or impliedly agreed
to be furnished by the Landlord to the Tenant, it is agreed that there shall be
no diminution or abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such interruption or
curtailment shall be due to accident, alterations or repairs desirable or
necessary to be made or to inability or difficulty in securing supplies or labor
for the maintenance of such "service" or to some other cause, not gross
negligence on the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The Landlord shall
not be required to furnish, and the Tenant shall not be entitled to receive, any
of such "services" during any period wherein the Tenant shall be in default in
respect to the payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or decorations to
the demised premises after the date above fixed for the commencement of the
term, it being understood that rent shall, in any event, commence to run at such
date so above fixed.
FIFTEENTH: The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.
SIXTEENTH: In the event that an excavation shall be made for building or
other purposes upon land adjacent to the demised premises or shall be
contemplated to be made, the Tenant shall afford to the person or persons
causing or to cause such excavation, license to enter upon the demised premises
for the purpose of doing such work as said person or persons shall deem to be
necessary to preserve the wall or walls, structure or structures upon the
demised premises from injury and to support the same by proper foundations.
SEVENTEENTH: No vaults or space not within the property line of the
building are leased hereunder. Landlord makes no representation as to the
location of the property line of the building. Such vaults or space as Tenant
may be permitted to use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Landlord as to the use of part or
all of the vaults or space Landlord shall not be subject o any liability; Tenant
shall not be entitled to any compensation or reduction in rent nor shall this be
deemed constructive or actual eviction. Any tax, fee or charge of municipal or
other authorities for such vaults or space shall be paid by the Tenant for the
period of the Tenant's use or occupancy thereof.
EIGHTEENTH: That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume, by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures, appliances or appurtenances
therein contained or therewith in any manner connected.
NINETEENTH: The Landlord has made no representations or promises in respect
to said building or to the demised premises except those contained herein, and
those, if any, contained in some written communication to the Tenant, signed by
the Landlord. This instrument may not be changed, modified, discharged or
terminated orally.
TWENTIETH: If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary proceeding against the Tenant
based upon such default, then the Tenant will reimburse the Landlord for the
expense of attorneys' fees and disbursements thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a tenant hereunder the amount of such expenses shall be deemed to be "additional
rent" hereunder and shall be due from the Tenant to the Landlord on the first
day of the month following the incurring of such respective expenses.
TWENTY-FIRST: Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason; in such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.
THE TENANT FURTHER COVENANTS:
TWENTY-SECOND: If the demised premises or any part thereof consist of a
store, or of a first floor, or of any part thereof, the Tenant will keep the
sidewalk and curb in front thereof clean at all times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the store.
TWENTY-THIRD: See Rider
TWENTY-FOURTH: Omitted
TWENTY-FIFTH: Omitted
TWENTY-SIXTH: Omitted
TWENTY-SEVENTH: The sum of $50,000 Dollars has been deposited by the Tenant
herein with the Landlord herein as security for the faithful performance of all
the covenants and conditions of the lease by the said Tenant. If the Tenant
faithfully performs all the covenants and conditions on his part to be
performed, then the sum deposited shall be returned to said Tenant.
TWENTY-EIGHTH: This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisance, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.
TWENTY-NINTH: The Landlord hereby recognizes NO as the broker
who negotiated and consummated this lease with the Tenant herein and, agrees
that if, as, and when the Tenant exercises the option, if any, contained herein
to renew this lease, or fails to exercise the option, if any, contained therein
to cancel this lease, the Landlord will pay to said broker a further commission
in accordance with the rules and commission rates of the Real Estate Board in
the community. A sale, transfer, or other disposition of the Landlord's interest
in said lease shall not operate to defeat the Landlord's obligation to pay the
said commission to the said broker. The Tenant herein hereby represents to the
Landlord that the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.
THIRTIETH: The Tenant agrees that it will not require, permit, suffer, nor
allow the cleaning of any window, or windows in the demised premises from the
outside (within the meaning of Section 203 of the Labor Law) unless the
equipment and safety devices required by law, ordinance, regulation or rule
including, without limitation, Section 202 of the New York Labor Law, are
provided and used, and unless the rules, or any supplemental rules of the
Industrial Board of the State of New York are fully complied with; and the
Tenant hereby agrees to indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window, or windows in the demised premises to be cleaned from the
outside in violation of the requirements of the aforesaid laws, ordinances,
regulations and/or rules.
THIRTY-FIRST: The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.
THIRTY-SECOND: In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.
THIRTY-THIRD: The Tenant will keep clean and polished all metal, trim,
marble and stonework which are a part of the exterior of the premises, using
such materials and methods as the Landlord may direct and if the Tenant shall
fail to comply with the provisions of this paragraph the Landlord may cause such
work to be done at the expense of the Tenant.
THIRTY-FOURTH: See Rider
THIRTY-FIFTH: This lease and the obligation of Tenant to pay rent hereunder
and perform all of the other covenants and agreements hereunder on part of
Tenant to be performed shall in nowise be affected, impaired or excused because
Landlord is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.
THE LANDLORD COVENANTS
FIRST: That if and so long as the Tenant pays the rent and "additional
rent" reserved hereby, and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises, subject, however,
to the terms of this lease, and to the mortgages above mentioned, provided
however, that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.
SECOND: Omitted
And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.
IN WITNESS WHEREOF, the Landlord and Tenant have respectively signed these
presents the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------- (L.S.)
Landlord
In presence of:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------- (L.S.)
Tenant
Thirty-Sixth: The Tenant shall take good care of the Demised Premises and
shall, at the end or other expiration of this term shall deliver up the Demised
Premises together with all additions and alterations thereto, except for "trade"
alterations in good order or condition, damages by the elements excepted, free
and clear of any liens and encumbrances other than those, if any, created by the
Landlord. If Tenant removes "trade" alterations, then any damage caused by such
removal shall be repaired by Tenant. At the end of the lease term, Landlord may
direct Tenant at Tenant's own cost and expense to put premises back in original
condition given to Tenant.
Thirty-Seventh: Through the term of this lease, the Tenant shall promptly
pay the total operating costs of the demised premises, directly to the supplier
of the service/product.
For the purposes of this lease, operating costs shall mean the total
annual cost and expenses in operating and maintaining the building and land.
This shall include but shall not be limited to the following items:
a) Gardening, landscaping and maintaining the landscaped area;
b) Repair, painting, decorating, maintaining, resurfacing, restripeing
of the parking lot;
c) Repair, painting, cleaning, replacement and rental of signs and
equipment;
d) Repair, painting, maintenance, monitorization and replacement of
all walls, roof, ceilings and plate glass doors and windows.
e) Repair, maintenance and replacement of lighting including traffic
lights, if any and including replacement and repair of fixtures and bulbs;
f) The premium cost for all liability, property damage, plateglass,
sign and fire insurance with such extended coverage and vandalism endorsements
as Landlord may, from time to time, deem necessary:
g) Operating, maintenance of public toilets and sanitary facilities;
h) Removal or relocation and/or sanding of snow or ice;
i) Exterminating, sump or cesspool maintenance or improvements
including sanitary and storm sewer lines and culverts and surface and
underground drainage facilities and systems.
j) Removal of rubbish and garbage and other refuse, including leaves;
k) Security costs, traffic control and policing;
l) Fire sprinklers, supervisory service and firelines charge;
m) Any expenses required to comply with applicable laws, regulations
or any work order by a mortgage or any insurer or to remedy any notice of
violation or notice of default from a mortgage.
Thirty-Eighth: Tenant shall pay any and all taxes incurred or assessed on both
the land and the building as they become due directly to the taxing authority.
The term "taxes" shall include all city, county school, town and village taxes
and any and all other real estate taxes, assessments and other governmental
levies and charges including water and sewer rent, of every kind and nature
whatsoever, and each and every installment thereof which shall or may, during
the term of this Lease, be levied, assessed, imposed, become due or payable, or
liens upon or arising in connection with the use, occupancy or possession of or
growing due or payable out of, or for, any land, building or other improvements
therein. If, at any time during the term of this lease, under the laws of the
State or any political subdivision thereof in which the demised premises are
situated, a tax or excise on rents, additional rents or other charges or
impositions receivable by the Landlord under this Lease is levied or assessed by
said State or political subdivision against the Landlord, which is in the nature
of a tax on the gross amounts thereof and not an income tax on profits made, the
Tenant covenants to pay and discharge such tax or excise on rents or other tax
to the Landlord on demand. Tenant shall promptly provide Landlord with copies of
tax receipts when received by Tenant.
Thirty Ninth: Prior to the date of occupancy of the premises hereunder by the
Tenant, the Tenant shall furnish to the Landlord a public liability policy or
certificates thereof, naming the Landlord thereon as an insured party with
limits of not less than One Million ($1,000,000.00) Dollars per person; Two
Million ($2,000,000.00) Dollars per occurrence and $500,000 for property
damage with full coverage for plate glass and extended coverage for vandalism,
and malicious mischief in an amount adequate to cover the cost of replacement of
all decorations and improvements in the demised premises as well as the cost of
replacement of all fixtures, inventory and contents therein. Premiums for such
insurance shall be payable by the Tenant. Upon failure of the Tenant to obtain
and deliver said liability insurance or a certificate thereof during the entire
term hereof, the Landlord may thereupon obtain the same on behalf of the Tenant
and the premiums for the same will be due upon the next day the rent is due
hereunder as additional rent, and shall be collectible as additional rent by
summary proceeding or otherwise plus ten (10%) percent of the yearly premium as
Landlord's service charge. Tenant shall also procure at its own cost and expense
business interruption insurance and broad form boiler insurance in the minimum
amount of $100,000 and fire and extended coverage insurance covering the rental
value of the demised premises in an amount equal to at least 150% of the annual
minimum rent provided for in this lease. The policies stated herein shall not be
cancelled except upon thirty day prior written notice to the Landlord. Upon the
effective date of this lease, and thereafter not less than fifteen (15) days
prior to the expiration dates of the expiring policies theretofore furnished
pursuant to this paragraph, originals or certificates thereof of the policies
together with a copy of the paid receipt shall be delivered by the Tenant to the
Landlord.
Fortieth: In the event the Landlord commences a summary proceeding for
non-payment of rent, or other relief, Tenant agrees that it may interpose any
counterclaims, or cause any other action to be consolidated with such summary
proceeding. Such counterclaim will not stop Landlord from terminating the
tenancy and obtain possession of the premises as if the term of the Lease had
matured at expiration first agreed, it would only be for a money judgement.
Tenant further agrees that Landlord may obtain such relief in any summary
proceeding pending wherein Tenant has sought to interpose a counterclaim or
consolidate any other action with such proceeding. Tenant waives right to jury
trial.
Forty-First: In the event the Tenant shall fail to pay the rent, or additional
rent, when due, and such default shall continue for more than fifteen (15) days,
the Tenant shall pay the Landlord a late charge of 0.75% (three quarters of one
percent) of the rent and/or additional rent due for each month in which such
rent shall be default of payment, whether such default shall continue for a
period of less than one (1) month during which the Tenant continues to be in
default of payment, to be paid as additional rent. In addition, Tenant shall pay
all
expenses incurred by Landlord including legal fees in the collection of any
overdue rents, charges and impositions.
Forty-Second: Tenant covenants to pay reasonable attorney's fees and
disbursements because of the Tenant's proven breach of this Agreement, in any
summary proceedings brought by the Landlord, or in the defense of any claim made
by the Tenant against the Landlord which is not sustained in any suit or
proceeding.
Forty-Third: Upon termination of this Lease, whenever occurring or howsoever
caused, Tenant agrees to surrender immediate possession to the Landlord if the
Tenant fails to deliver possession as agreed, the Tenant shall be liable for use
and occupation of the premises (at the option of Landlord) at the agreed and
reasonable value of one and one-quarter (1 1/4) times the present rental per day
for each and every day which Tenant remains in possession, and fails to
surrender same. This base rental payment shall be the extent of the nonpayment
of the rent. But, this provision shall not be deemed a waiver of the Landlord's
right to possession, nor shall the acceptance of payment for such use and
occupation be deemed a waiver of the Landlord's right to possession.
Forty-Fourth: If any mechanic's lien or liens shall be filed against the
premises for work done or materials furnished to the Tenant, the Tenant shall
within thirty days thereafter, and at its own cost and expenses cause such lien
or liens to be discharged by filing the bond or bonds required for that purpose
by law. If the Tenant shall fail to cause such lien to be discharged or to
diligently commence a cure within such THIRTY (30) DAY PERIOD, then, in addition
to any other right or remedy of the Landlord, the Landlord may, but shall not be
obligated to, discharge such lien either by paying the amount claimed to be due
or by procuring the discharge of such lien by deposit or by bonding proceedings
and in any such event the Landlord shall be entitled, if the Landlord so elects
to compel the prosecution of an action for the foreclosure of such mechanic's
lien by the lienor and to pay the amount of the judgment for an in favor of the
lienor, with interest costs and all other allowances. Any amount paid by the
Landlord for any such purposes, with interest thereon at the rate of 10% per
annum from the date of payment, shall be repaid by the Tenant to Landlord within
ten (10) days of Landlord's demand therefore, and if unpaid may be treated as
additional rent as provided for elsewhere in this lease. Nothing in this lease
shall be construed in any way as constituting the consent or request of the
Landlord, express or implied, by inference or otherwise, to any contractor,
subcontractor, laborer, 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, alteration or repair of or to the leased
property 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
lease property.
Forty-Fifth: There are no representations, warranties, terms or obligations
other than those expressed in this agreement. No variation of this lease shall
be valid unless in writing and signed by the party to be charged. Any holding
over by the Tenant after the term of this lease shall in no manner constitute a
renewal or extension of this lease agreement.
Forty-Sixth: The Landlord shall not be liable for damage or injury to person or
property unless written notice of any defect alleged to have caused such damage
or injury shall have been given to the Landlord a sufficient time before such
occurrence to have reasonable time to enable the Landlord to correct defect.
Nothing herein contained shall impose any additional obligation on the landlord
to make repairs.
Forty-Seventh: It is agreed and understood that the Tenant has inspected the
premises or caused an inspection thereof to be made on Tenant's behalf and
neither Landlord or any person purporting to act for Landlord has made or now
makes any representations as to the physical condition or any other matter or
thing affecting or relating to the demised premises except as herein
specifically set forth. Tenant hereby expressly acknowledges that no
representations have been made and Tenant further agrees to take the premises
"AS IS" including reasonable wear and tear to the date of delivery of
possession. Tenant further agrees that Landlord is not liable or bound in any
manner by any verbal or written statements, representations, real estate
broker's representations or information pertaining to the above premises unless
the same or set forth herein.
Forty-Eighth: Upon reasonable advance notice Landlord or agent of Landlord shall
have the right, at all reasonable times, to inspect the premises or to have it's
contractors or engineers inspect the premises, for structural evaluations or in
anticipation of planned renovations, etc.
Forty-Ninth: Tenant specifically acknowledges that Tenant has read and fully
understands all of the provisions of both the printed portions of this Lease and
this Rider. Tenant further acknowledges that Tenant has had the opportunity to
have this Lease reviewed by an attorney, and in fact has engaged the services of
any attorney with respect to this Lease.
Fiftieth: Landlord, its partners and principals, disclosed or undisclosed, shall
have no personal liability under this lease. Tenant shall look only to
Landlord's estate and property in the land and the building (or the proceeds
thereof) for the satisfaction of Tenant's remedies for the collection of a
judgment requiring the payment of money by Landlord in the event of any default
by Landlord hereunder, and no other property or assets of Landlord or its
partners or principal, disclosed or undisclosed, shall be subject to lien, levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this lease, the relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy, of the demised premises.
Fifty-First: If Tenant is not in default under the terms of this Lease Agreement
and Rider and if the property has not been acid, or under contract for sale then
the Tenant shall have the option to extend the Lease term for an additional five
(5) years. The rental income for such five year term shall be Three Hundred
Ninety-Six Thousand ($396,000) Dollars per year and shall be payable in equal
monthly installments of Thirty-Three Thousand ($33,000) Dollars in advance on
the first day of each and every calendar month during said term.
Fifty-Second: Tenant will indemnify Landlord and save it harmless from any and
all claims, actions, damages, liability, and expense in connection with lose of
life, personal injury, and or damage to property arising from or out of any
occurrence in, upon or at the demised premises, or the occupancy or use by
Tenant of the demised premises or any part thereof, or Tenant's use of the
common areas, or occasioned wholly or in part by any act or omission of Tenant,
its agents, contracts, employees, servants, lessees or concessionaires, and if
in the event of any such claim or action, Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against the Tenant, then
Tenant shall protect and hold Landlord harmless and shall pay all costs,
expenses and reasonable attorney's fees that may be incurred or paid by Landlord
in connection with such litigation. Tenant shall also pay all costs, expense and
reasonable attorney's fees that may be incurred or paid by Landlord in enforcing
the covenants and agreements in this lease. In the event Tenant is successful in
any proceedings brought pursuant to the provisions hereof. Tenant shall be
entitled to costs and expenses, and reasonable attorney's fees.
Fifty-Third: Tenant shall pay for all water, sewer and sewage tax or charge,
gas, electricity and fuel and telephone expenses, used in or for the demised
premises. The Landlord is under no obligation to furnish heat or hot water to
the demised premises or gas, electric or other utilities. Tenant simultaneously
with the execution hereof shall promptly make deposits in
connection therewith. Tenant shall keep any meters installed by Landlord in good
repair. If Tenant fails to maintain any meters, Landlord may install and
maintain the same at the Tenant's expense, which shall be deemed additional
rent. Tenant shall bear the cost and expense of maintenance and repairs of the
air conditioning, heat and hot water systems, plumbing and electrical systems.
The Landlord shall not be liable for damages or otherwise for any failure to
furnish or interruption of the services of water, gas, electricity or sewage.
Fifty-Fourth: Tenant shall pay rent arrears in the amount of Three Hundred Seven
Thousand Ninety-Nine ($307,099.00) Dollars as follows:
1. Five Thousand ($5,000.00) Dollars per month, as additional rent to
be tendered with the monthly rent payment for a period of fifty-nine (59)
months; and
2. Twelve Thousand Ninety-Nine ($12,099.00) Dollars on month sixty
(60) to be tendered as additional rent with the monthly rental payment.
Fifty-Fifth: If there is a conflict between the terms of the printed Lease form
and Rider, the Rider shall prevail.
LADOKK REALTY COMPANY
BY: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
LANDLORD
HAUPPAUGE COMPUTER WORKS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
TENANT
