EXHIBIT 10.7
ELECTRO-OPTICAL SCIENCES, INC., HEREINAFTER REFERRED TO AS TENANT
WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner
Approximately 3,718 Sq. ft., known as Suite 15 (the "Demised Premises") located
on the second floor in the building known as 1 Bridge Street (the "building") in
the Village of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, for the term as set forth in
Article 39 of the Lease Rider (or until such term shall sooner cease and expire
as hereinafter provided).
both dates inclusive, at an annual rental rate as set forth in Article 37
of the Lease Rider which Tenant agrees to pay in lawful money of the United
States which shall be legal tender in payment of nil debts and dues, public and
private, at the lime of payment, in equal monthly installments in advance on the
first day of each month during said term, at the office of Owner or such other
places as Owner may designate, without any set off or deduction whatsoever,
except that Tenant shall pay the first monthly installment(s) on the execution
hereof (unless this lease be a renewal).
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
Rent 1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy 2. Tenant shall use and occupy demised premises for office,
laboratory and assembly of prototypes and instruments use and for no
other purpose.
Tenant Alterations: 3. Tenant shall make no changes in or to the
demised premises of any nature without Owner's
prior written consent. Subject to the prior
written consent of Owner, and to the provisions of
this article, Tenant at Tenant's, may make
alterations, installations, additions or
improvements which are nonstructural and which do
not affect utility services or plumbing and
electrical lines, in or to the interior of the
demised premises by using contractors or mechanics
first approved by Owner, which approval shall not
be unreasonably withheld or delayed. Tenant shall,
before making any alterations, additions,
installations or improvements, at its expense,
obtain all permits, approvals and certificates
required by any governmental or quasi-governmental
bodies and (upon completion) certificates of final
approval thereof and shall deliver promptly
duplicates of all such permits, approvals and
certificates to Owner and Tenant agrees to carry
and will cause Tenant's contractors and
sub-contractors to carry such ▇▇▇▇▇▇▇'▇
compensation, general liability, personal and
property damage insurance as Owner may reasonably
require. If any mechanic's lien is filed against
the demised premises, or the building of which the
same forms a part, for work claimed to have been
done for, or
materials furnished to, Tenant, whether or not
done pursuant to this article, the same shall be
discharged by Tenant within thirty days after
Tenant receives notice thereof, at Tenant's
expense, by filing the bond required by law. All
fixtures and all paneling, partitions, railings
and like installations, installed in the premises
at any time, either by Tenant or by Owner in
Tenant's behalf, shall upon installation become
the property of Owner and shall remain upon and be
surrendered with the demised premises unless
Owner, by notice to Tenant no later than twenty
days prior to the date fixed as the termination of
this lease, elects to relinquish Owner's. rights
thereto and to have them removed by Tenant in
which event the same shall be removed from the
premises by Tenant prior to the expiration of the
lease, at Tenant's expense Nothing in this Article
shall be construed to give Owner title to or to
prevent Tenant's removal of trade fixtures,
moveable office furniture and equipment, but upon
removal of any such from the premises or upon
removal of other installations as may be required
by Owner, Tenant shall immediately and at its
expense, repair and restore the premises to the
condition existing prior to installation and
repair any damage to the demised premises or the
building due to such removal. All property
permitted or required to be removed, by Tenant at
the end of the term remaining in the premises
after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be
retained as Owner's property or may be removed
from the premises by Owner at Tenant's expense.
Notwithstanding anything to the contrary set forth
herein, Tenant shall. have the right to make
interior non-structural alterations which do not
adversely affect the Building systems or
structure, but only after receiving Owner's
written consent, not to be unreasonably withheld
or delayed.
Maintenance
And Repairs: 4. a) Tenant shall, throughout the term of this
lease, take good care of the demised premises and
the fixtures and appurtenances therein. Tenant
shall be responsible for all damage or injury to
the demised premises or any other port of the
building and the systems and equipment thereof,
whether requiring structural or nonstructural
repairs caused by or resulting from carelessness,
omission, neglect or improper conduct of Tenant,
Tenant's, subtenants, agents, employees, invitees
or licensee, or which arise out of any work,
labor, service or equipment done for or supplied
to Tenant or any subtenant or arising out of the
installation, use or operation of the property or
equipment of Tenant or any subtenant, unless
caused by the act or omission of Owner, its
agents, employees or contractors. Tenant shall
also repair all damage to the building and the
demised premises caused
by moving of Tenant's fixtures, furniture and
equipment. Tenant shall promptly make, at Tenant's
expense, all repairs in and to the demised
premises for which Tenant is responsible, using
contractors reasonably acceptable to Owner. Any
other repairs in or to the building or the
facilities and systems thereof for which Tenant is
responsible shall be performed by Owner at the
Tenant's expense. Owner shall maintain in good
working order and repair the exterior and the
structural portions of the building, including the
structural portion of its demised premises, and
the public portions of the building interior and
the building plumbing, electrical, heating and
ventilating systems (to the extent such system.
presently exist) serving the demised premises.
Tenant agrees to give prompt notice of any
defective condition in the premises for which
Owner may be responsible hereunder after Tenant
has actual knowledge thereof. There shall be no
allowance to Tenant for diminution of rental value
and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business
arising from Owner or others making repairs,
alterations, additions or improvements in or to
any portion of the building or the demised
premises or in and to the fixtures, appurtenances
or equipment thereof. It is specifically agreed
that Tenant shall not be entitled to any set off
or reduction of rent by reason of any failure of
Owner to comply with the covenants of this or any
other article of this Lease. Tenant agrees that
Tenant's sole remedy at law in such instance will
be by way of an action for damages for breach of
contract. The provisions of this Article 4 shall
not apply in the case of fire or other casualty
which are dealt with in Article 9 hereof.
Notwithstanding anything to the contrary set forth
herein: (a) Owner shall, at Owner's expense,
maintain and keep in good repair the interior and
exterior structural portions of the building. the
roof, floor slabs, foundation and Building systems
and (b) Owner shall make all structural or
extraordinary alteration. and repairs to the
Building and the demised premises that are
required to be made by any local, state or federal
laws now or hereafter in effect ("Legal
Requirements"), unless due to Tenant's particular
manner or use of the demised premises. Owner shall
be solely responsible for the cost of any such
alterations and repairs unless same are
necessitated by Tenant's manner of use of the
demised premises. (b) (l) Owner hereby reserves
the right at any time and from time to time to
make alterations or additions to the Building, the
buildings adjoining the same and any other
buildings located on Bridge Street owned by Owner
(collectively, the "Bridge Street Properties"
{"BSP"}). Owner further reserves the right at any
time and from time to time to construct, or permit
to construct other buildings or improvements
within the BSP. Such rights set forth in two
preceding sentences include, without limitation,
the. right to
construct additional stories on any such building
or buildings, the right to build adjoining the
same, the right to construct multi-level,
elevated, underground and other parking facilities
within the BSP and the right to erect in
connection with any such construction or building
temporary scaffolds and other aids to such
construction or building. Owner shall have the
right at any time and from time to time to change
the street address of the Demised Premises or to
change the name of the Building without incurring
any liability to Tenant. Tenant acknowledges that
the Building may be expanded to include-multiple
levels (the "Expansion") and that the Expansion
may include office, retail and residential uses.
(ii) If an excavation shall be made upon land
adjacent to the Demised Premises, Tenant shall
permit the person(s) authorized to do such
excavation to enter the Demised Premises for the
purpose of doing such work as such person(s) deems
necessary to preserve the building of which the
Demised Premises is a part and to support the same
by proper foundations without any claim for
damages or indemnification from Owner or abatement
of rental or other charges hereunder. (iii) There
shall be no allowance to Tenant for a diminution
in rental value and no liability on the part of
Owner by reason of inconvenience, annoyance or
injury to business arising from Owner or others
making any changes, alterations, additions,
improvements, repairs or replacements in or to any
portion of the Building, the Demised Premises or
the BSP, or in or to any fixtures, appurtenances
or equipment therein, and Appeals, or of any other
Board or body having or asserting jurisdiction.
Requirements of Law, Fire,
Insurance, Floor Loads: 6. Prior to the commencement of the lease, if
Tenant is then in possession, and at all times
thereafter, Tenant at Tenant's sole cost and
expense, shall promptly comply with all present
and future laws, orders and regulations of all
state, federal, municipal and local governments,
departments, commissions and boards and any
direction of any public officer and all
regulations of the New York State Board of Fire
Underwriters, Insurance Service office with
respect to the demised premises arising out of
tenant's manner of use thereof, or with respect to
the building if arising out of Tenant's manner of
use of the premises or the building (including the
use permitted under the lease). Nothing herein
shall require Tenant to make structural repairs or
alterations unless Tenant has. by its manner of
use of the demised premises or method of operation
therein violated any such laws, ordinances,
orders, rules, regulations or requirements with
respect thereto. Tenant may, after securing Owner
to Owner's satisfaction against all damages.
interest, penalties and expenses, including, but
not limited to, reasonable attorney's fees by cash
deposit or by surety bond in an
amount and in a company satisfactory to Owner,
contest and appeal any such laws, ordinances,
orders, rules, regulations or requirements
provided same is done with all reasonable
promptness and provided such appeal shall not
subject Owner to prosecution for a criminal
offense or constitute a default under any lease or
mortgage under which Owner may be obligated, or
cause the demised premises or any part thereof to
be condemned or vacated. Tenant shall not do or
permit any act or thing to be done in or to the
demised premises which is contrary to law, or
which will invalidate or be in conflict with
public liability, fire or other policies of
insurance at any time carried by or for the
benefit of Owner with respect to the demised
premises or the building of which the demised
premises form a part, or which shall or might
subject Owner to any liability or responsibility
to any person or for property damage. Tenant shall
not keep anything in the demised premises except
as now or hereafter permitted by the Fire
Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority
having jurisdiction, and then only in such manner
and such quantity so as not to increase the rate
for the fire applicable to the building, nor use
the premises in a manner which will increase the
insurance rate for the building or any property
located therein over that in effect prior to the
commencement of Tenant's occupancy. Tenant shall
pay all costs, expenses, fines, penalties, or
damages, which may be imposed upon Owner by reason
of Tenant's failure to comply with the provisions
of this article and if by reason of such failure
the fire insurance rates shall, at the beginning
of this lease, or any time thereafter, be higher
than it Otherwise would be, then Tenant shall
reimburse Owner, as additional rent hereunder, for
that portion of all fire insurance premiums
thereafter paid by Owner which shall have been
charged because of such failure by Tenant. In any
action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" of rate for the
building or demised premises issued by the New
York Fire Insurance Exchange, or other body making
fire insurance rates applicable to said premises
shall be conclusive evidence of the facts therein
stated and of the several items and charges in the
fire insurance rate, then applicable to said
premise. Tenant shall not place a load upon any
floor of the demised premises exceeding the floor
load per square foot area which it was designed to
carry and which is allowed by law. Owner reserves
the right to prescribe the weight and position of
all safes, business machines and mechanical
equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in
settings sufficient, in Owner's reasonable
judgment to absorb and prevent vibration, noise
and annoyance.
Subordination: 7. This lease is subject and subordinate to all
ground or underlying leases and to all mortgages
which may now or hereafter affect such leases or
the real property of which demised premises are a
part and to all renewals, modifications,
consolidations, replacements and extensions of any
such underlying leases and mortgages. This clause
shall be self-operative and no further instrument
of subordination shall be required by any ground
or underlying lessor or by any mortgagee,
affecting any lease or the real property of which
the demised premises are a part. In confirmation
of such subordination, Tenant shall execute any
certificate that Owner may request within five (5)
days after demand.
Property Loss, Damage,
Reimbursement,
Indemnity: 8. Owner or its agents shall not be liable for any
damage to property of Tenant or of others
entrusted to employees of the building, nor for
loss of or damage to any property of Tenant by
theft or otherwise, nor for any injury or damage
to persons or property resulting from any cause of
whatsoever nature, unless caused by any windows of
the demised premises are temporary closed,
darkened or bricked up (or permanently closed,
darkened or bricked up, if required by law) for
any reason whatsoever including, but not limited
to Owner's own acts, Owner shall not be liable for
any damage Tenant may sustain thereby and Tenant
shall not be entitled to any compensation therefor
nor abatement or diminution of rent nor shall the
same release Tenant from its obligations hereunder
nor constitute an eviction. Tenant shall indemnify
and save harmless Owner against and from all
liabilities, obligations, damages, penalties,
claims, costs and expenses for which Owner shall
not be reimbursed by insurance, including
reasonable attorneys fees, paid, suffered or
incurred as a result of any breach by Tenant,
Tenant's agents, contractors, employees, invitees,
or licensees, of any covenant or condition or this
lease, or the carelessness, negligence or improper
conduct of the Tenant. Tenant's agents,
contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the
acts and omissions of any sub-tenant and any
agent, contractor, employee, invitee or licensee
of any sub-tenant. In case any action or
proceeding is brought against Owner by reason of
any such claim, Tenant, upon written notice from
Owner, will at Tenant's expense, resist or defend
such action or proceeding by counsel approved by
Owner in writing, such approval not to be
unreasonably withheld.
Destruction, Fire and
other Casualty: 9. (a) If the demised premises or any part thereof
shall be
damaged by fire or other casualty, Tenant shall
give immediate notice except thereof to Owner and
this lease shall continue in full as hereinafter
set forth. (b) If the demised premises are
partially damaged or rendered partially unusable
by fire or other casualty, the damages thereto
shall be repaired by and at the expense of Owner
and the rent, until such repair shall be
substantially completed, shall be apportioned from
the day following the casualty according to the
part of the premises which is usable. (c) If the
demised premises are totally damaged or rendered
wholly unusable by fire or other casualty, than
the rent shall be proportionately paid up to the
time of the casualty and thenceforth shall cease
until the date when the premises shall have been
repaired and restored by Owner, subject to Owner's
right to elect not to restore the same as
hereinafter provided. (d) If the demised premises
are rendered wholly unusable or (whether or not
the demised premises are damaged in whole or in
part) if the building shall be so damaged that
Owner shall decide to demolish it or to rebuild
it, then, in any of such events, Owner may elect
to terminate this lease by written notice to
Tenant, given within 90 days after such fire or
casualty, specifying a date for the expiration of
the lease, which date shall not be more than 60
days after the giving of such notice, and upon the
date specified in such notice the term of this
lease shall expire as fully and completely as if
such date were the date set forth above for the
termination of this lease and Tenant shall
forthwith quit, surrender and vacate the premises
without prejudice however, to Landlord's rights
and remedies against Tenant under the lease
provisions in effect prior to such termination,
and any rent owing shall be paid up to such date
and any payments of rent made by Tenant which were
on account of any period subsequent to such date
shall be returned to Tenant. Unless Owner shall
serve a termination notice as provided for herein,
Owner shall make the repairs and restorations
under the conditions of (b) and (c ) hereof, with
all reasonable expedition, subject to delays due
to adjustment of insurance claims, labor troubles
and causes beyond Owner's control. After any such
casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's
salvageable inventory and movable equipment,
furniture, and other property. Tenant's liability
for rent shall resume five (5) days after written
notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e)
Nothing contained hereinabove shall relieve Tenant
from liability that may exist as a result "of
damage from fire or other casualty.
Notwithstanding the foregoing, each party shall
look first to any insurance in its favor before
making any claim against the other party for
recovery for loss or damage resulting from fire or
other
casualty, and to the extent that such insurance is
in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby
releases end waives all right of recovery against
the other or anyone claiming through or under each
of them by way of subrogation or otherwise. The
foregoing release and waiver shall be in force
only if both releasers insurance policies contain
a clause providing that such a release or waiver
shall not invalidate the insurance. If, and to the
extent, that such waiver can be obtained only by
the payment of additional premiums then the party
benefiting from the waiver shall pay such premium
within ten days after written demand or shall be
deemed to have agreed that the party obtaining
insurance coverage shall be free of any further
obligation under the provisions hereof with
respect to waiver of subrogation. Tenant
acknowledges that Owner will not carry insurance
on Tenant's furniture agrees that the provisions
of this article shall govern and control in lieu
thereof.
Eminent Domain: 10. If the whole or any part of the demised
premises shall be acquired or condemned by Eminent
Domain for any public or quasi-public use or
purpose, then and in that event, the term of this
lease shall cease and terminate from the date of
title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term
of said lease and assigns to Owner, Tenant's
entire interest in any such award. Tenant shall
have the right to make an independent claim to the
condemning authority for the value of Tenant's
moving expenses and personal property, trade
fixtures and equipment, provided Tenant is
entitled pursuant to the terms of this lease to
remove such property, trade fixtures and equipment
at the end of the term; and provided further such
claim does not reduce Owner's award. Assignment,
Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributes,
executors, administrators, legal representatives
successors, assign, mortgage or encumber this
agreement, nor underlet or suffer or permit the
demised premises or any part thereof to be used by
others, without the prior written consent of Owner
in each instance, Transfer of the majority of the
stock of a corporate Tenant shall be deemed an
assignment If this loose be assigned, or if the
demised premises or any part thereof be underlet
or occupied by anybody other than Tenant, Owner
may, after default by Tenant, collect rent from
the assignee, under-tenant or occupant, and apply
the net amount collected to the rent herein
reserved, but no such assignment, underletting,
occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the
assignee, under-tenant or occupant as Tenant, or a
release of Tenant from the further performance by
Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment
or underletting shall not in any wise be construed
to relieve Tenant from obtaining the express
consent in writing of Owner to any further
assignment or underletting.
Electric Current: 12. Rates and conditions in respect to submetering
or rent inclusion, as the case may be, to be added
in RIDER attached hereto. Tenant covenants and
agrees that at all times its use of electric
current shall not exceed the capacity of existing
feeders to the building or the risers or wiring
installation and Tenant may not use any electrical
equipment which, in Owner's opinion, reasonably
exercised, will overload such installations or
interfere with the use thereof by other tenants of
the building. The change at any time of the
character of electric service shall in no wise
make Owner liable or responsible to Tenant, for
any loss, damages or expenses which Tenant may
sustain.
Access to Premises: 13. (a) Owner or Owner's agent. shall have the
right (but shall not be obligated) to enter the
demised premises in any emergency at any time and,
at other reasonable times to examine the same and
to make such repairs, replacements and
improvements as Owner may deem necessary and
reasonab1y desirable to the demised premises or to
any other portion of the building or which Owner
may elect to perform. Tenant shall permit Owner to
show same to prospective purchasers or mortgagees
of the building, and during the last six months of
the term for the purpose of showing the same to
prospective tenants. If Tenant is not present to
open and permit an entry into the premises, Owner
or Owner's agents may enter the same whenever such
entry may be necessary or permissible by master
key or forcibly and provided reasonable care is
exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable
therefor, nor in any event shall the obligations
of Tenant hereunder be affected. If during the
last month of the term Tenant shall have removed
all or substantially all of Tenant's property
therefrom Owner may immediately enter, alter,
renovate or redecorate the demised premises
without limitation or abatement of rent, or
incurring liability to Tenant for any compensation
and such act shall have no effect on this lease or
Tenant's obligation. hereunder. (b) (i) Owner
shall have the exclusive right to use and obtain
access to all or any part of the roof, exterior
side and rear walls of the Demised Premises for
any purpose, including but not limited to,
erecting signs or other structures on or over all
or any part of the same, erecting scaffolds and
other aids to the construction and installation of
the same, and installing, maintaining, using,
repairing, and replacing pipes, ducts, conduits
and wires leading through to or from the Demised
Premises and
serving other parts of the BSP in location, which
do not materially interfere with Tenant's use of
the Demised Premises. Tenant shall have no right
whatsoever in the exterior of exterior walls or
the roof of the Demised Premises. (ii) Tenant
shall permit Owner to install, use and maintain
pipes, ducts and conduits within or through the
Demise Premises adjacent to the Demised Premises,
Owner shall _____ and install access doors and
confine their location, wherever practical, to
closets, coat rooms, toilet rooms, corridors and
kitchen or pantry rooms. Notwithstanding the
foregoing, in performing any work in or about the
demised premises, Owner shall use all reasonable
efforts not to disturb Tenant's business
operations, including performing work after hours
if practicable. In no event shall any work or
renovations by Owner result in a reduction of the
size of the demised premises.
Vault, Vault
Space, Areas: 14. No Vaults; vault space or area, whether or not
enclosed or covered, not within the property line
of the building is leased hereunder, anything
contained in or indicated on any sketch, blue
print or plan or anything contained elsewhere in
this lease to the contrary notwithstanding. Owner
makes no representation as to the location of the
property line of the building. All vaults and
vault space and all such areas not within the
property line of the building, which Tenant may be
permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if
any such license be revoked or if the amount of
such space or area be diminished or required by
any federal, state or municipal authority or
public utility, Owner shall not be subject to any
liability nor shall Tenant be entitled to any
compensation or diminution or abatement of rent,
nor shall such revocation, diminution or
requisition be deemed construction or actual
eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid
by Tenant.
Occupancy: 15. Tenant will not at any time use or occupy the
demised premises in violation of the certificate
of occupancy issued for the building of which the
demised premises are a part. Tenant has inspected
the premises and accepts them as is, subject to
the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no
representation to the condition of the premises
and Tenant agrees to accept the same subject to
violations, whether or not of record
Notwithstanding the foregoing, Owner represents
that (i) there is a valid Certificate of Occupancy
covering the building, including the demised
premises, which permits the Permitted Use in the
demised premises (subject to the requirement that
any new construction receive its own new
certificate of occupancy or completion) and (ii)
there are no violations of Legal
Requirements affecting the demised premises as of
the date hereof.
Bankruptcy: 16. (a) Anything elsewhere in this lease to the
contrary notwithstanding, this lease may be
canceled by Owner by the sending of a written
notice to Tenant within a reasonable time after
the happening of anyone or more of the following
events: (i) the commencement of a case in
bankruptcy or under the law of any state - naming
Tenant as the debtor; or (ii) the making by Tenant
of an assignment or any other arrangement for the
benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or
under Tenant or by reason of any statute or order
of court, shall thereafter be entitled to
possession of the premises demised but shall
forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's
interest in this lease. (b) it is stipulated and
agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall
forthwith, notwithstanding any other provisions of
this lease to the contrary, be entitled to recover
from Tenant as and for liquidated damages an
amount equal to the difference between the rent
reserved hereunder for the unexpired portion of
the term demised and the fair and reasonable
rental value of the demised premises for the same
period. In the computation of such damages the
difference between any installment of rent
becoming due hereunder after the date
determination and the fair and reasonable rental
value of the demised premises for the period for
which such installment was payable shall be
discounted to the date of termination at the rate
of four percent (4%) per annum. If such premises
or any part thereof be relet by the Owner for the
unexpired term of said lease, or any part thereof
before presentation of proof of such liquidated
damages to any court, commission or tribunal, the
amount of rent reserved upon such reletting shall
be deemed to be the fair and reasonable rental
value for the part or the whole of the premise, so
re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the
right of the Owner to prove for and obtain as
liquidated damages by reason of such termination,
an amount equal to the maximum allowed by any
statute or role of law in effect at the time when,
and governing the proceedings in which, such
damages are to be proved, whether or not such
amount be greater, equal to, or less than the
amount of the difference referred to above.
Tenant or any of Tenant's property whereupon the
demised premises shall be taken or occupied by
someone other then Tenant; or if this lease be
rejected under Section 235 of Title 11 of the U.S.
Code
(bankruptcy code):, in any one or more of such
events upon Owner serving a written five (5) days
notice upon Tenant specifying the nature of said
default and upon the expiration of said five (5)
days, if Tenant shall have failed to comply with
or remedy such default, or if the said default or
omission complained of shall be of a nature that
the same cannot be completely cured or remedied
within said five (5) day period, and if Tenant
shall not have diligently commenced curing such
default within such five (5) day period shall not
thereafter with reasonable diligence and in good
faith, provided. (b) If the notice provided for in
(a) hereof shall have been given and the term
shall expire as aforesaid; or if Tenant shal1 make
default in the payment of the rent reserved herein
or any item of additional rent herein mentioned or
any part of either or in making any other payment
herein required which default shall not be cured
within ten (10) days after notice: then and in any
of such events Owner may without notice re-enter
the demised premises either by force or otherwise,
and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant
or other occupant of demised premises and remove
their effects and hold the premises as if this
lease had not been made, and Tenant hereby waives
the service of notice of intention to re-enter or
to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the
date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and
terminate such renewal or extension agreement by
written notice.
Remedies of Owner
and Waiver of
Redemption: 18. In case of any such default, reentry,
expiration and/or dispossess summary proceedings
or by otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such
reentry, dispossess and/or expiration, (b) Owner
may re-let the premises or any part or parts
thereof, either in the name of Owner or otherwise,
for a term or terms, which may at Owner's option
be less than or exceed the period which would
otherwise have constituted the balance of the term
of this lease and may grant concessions or free
rent or chare a higher rental than that in this
lease, ant/or (c) Tenant or the legal
representative of Tenant shall also pay Owner as
liquidated damages for the failure of Tenant to
observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net
amount, if any, of the rents collected on account
of the lease or leases of the demised premises for
each month of the period which would otherwise
have constituted the balance of the term of this
lease. The failure of Owner to re-let the premises
or
any part or parts thereof shall not release or
affect Tenant's liability for damages. In
computing such liquidated damages there shall be
added to the said deficiency such expenses as
Owner may incur in connection with re-letting,
such as reasonable legal expense, and attorneys'
fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing
the same for re-letting. Any such liquidated
damages shall be paid in monthly installments by
Tenant on the rent day specified in this lease and
any suit brought to collect the amount of the
deficiency for any month shall not prejudice in
any way the rights of Owner to collect the
deficiency for any subsequent month by a similar
proceeding . Owner, in putting the demised
premises in good order or preparing the same for
re-rental may, at Owner's option, make such
alterations, repairs, replacements, and/or
decorations in the demised premises as Owner, in
Owner's sole reasonable judgment, considers
advisable and necessary for the purpose of
re-letting the demised premises, and the making of
such alterations, repairs, replacements and/or
decorations shall not operate or be considered to
release Tenant from liability hereunder as
aforesaid. Owner shall in no event be liable in
any way whatsoever for failure to re-let the
demised premises or in the event that the demised
premises are re-let. for failure to collect the
rent thereof under such re-letting, and in no
event shall Tenant be entitled to receive any
excess, if any, of such net rents collected over
the sums payable by Tenant to Owner hereunder. In
the event of a breach or threatened breach by
Tenant of any of the covenants or provisions
hereof, Owner shall have the right of injunction
and the right to invoke any remedy allowed at law
or in equity as re-entry summary proceedings and
other remedies were not herein provided for.
Mention in the lease of any particular remedy,
shall not preclude Owner from any other remedy, in
law or in equity. Tenant hereby expressly waives
any and all rights of redemption granted by or
under any present or future laws in the event of
Tenant being evicted or dispossessed for any
cause, or in the event of Owner obtaining
possession of demised premises, by reason of the
violation by Tenant of any of the covenants and
conditions of this lease, or otherwise.
Fees and Expenses: 19. If Tenant shall default, beyond any applicable
grace and cure period in the observance or
performance of any term or covenant on Tenant's
part to be observed or performed under or by
virtue of any of the terms or provisions in any
article of this lease, then, unless otherwise
provided elsewhere in this lease, Owner may
immediately or at any time thereafter and without
notice perform the obligation of Tenant
thereunder. If Owner, in connection with the
foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs
any obligations for the payment of money,
including but not limited to attorney's fees, in
instituting. prosecuting or defending any action
or proceeding, then Tenant will reimburse Owner
for such sums so paid or obligations incurred with
interest and costs. The foregoing expenses
incurred by reason of Tenant default shall be
deemed to be additional rent hereunder and shall
be paid by Tenant to Owner within rendition ten
(10) days after notice thereof to Tenant of any
▇▇▇▇ or statement to Tenant therefore. If Tenant's
lease term shall have expired at the time of
making of such expenditures or incurring of such
obligations, such sums shall be recoverable by
Owner as damages.
Building Alterations
and Management: 20. Owner shall have the right at any time without
the same constituting an eviction and without
incurring liability to Tenant therefore to change
the arrangement and/or location of public
entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other
public parts of the building and to change the
name, number of designation by which the building
may be known. There shall be no allowance to
Tenant for diminution of rental value and no
liability on the part of Owner by reason of
inconvenience, annoyance or injury to business
arising from Owner or other Tenants making any
repairs in the building or any such alterations,
additions and improvements. Furthermore, Tenant
shall not have any claim against Owner by reason
of Owner's imposition of such controls of the
manner of access to the building by Tenant's
social or business visitors as the Owner may deem
necessary for the security of the building and its
occupants.
No Representations
by Owner: 21. Neither Owner nor Owner's agents have made any
representations or promises with respect to the
physical condition of the building, the land upon
which it is erected or the demised premises, the
rents, leases, expenses of operation or any other
matter or thing affecting or related to the
premises except as herein expressly set forth and
no rights, easements or licenses are acquired by
Tenant by implication or otherwise except as
expressly set forth in the provisions of this
lease. Tenant has inspected the demised premises
and is thoroughly acquainted with its condition
and agrees to take the same "as is" as of the date
hereof and acknowledges that the taking of
possession of the demised premises by Tenant shall
be conclusive evidence that the said premises were
in good and satisfactory condition at the time
such possession was so taken, except as to latent
defects. All understandings and agreements
heretofore made between the parties hereto are
merged in this contract, which alone fully and
completely expresses the agreement between Owner
and Tenant and any executory agreement hereunder
made shall be ineffective to change, modify,
discharge or effect an abandonment of its in whole
or in part, unless such executory agreement is in
writing and signed by the party against whom
enforcement of the change, modification, discharge
or abandonment is sought.
End of Term: 22. Upon the expiration or other termination of
the term of this lease, Tenant shall quit and
surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear
and damages which Tenant is not required to repair
as provided elsewhere in this lease excepted, and
Tenant shall remove all its property. Tenant's
obligation to observe or perform this covenant
shall survive the expiration or other termination
of this lease. If the last day of the term of this
Lease or any renewal thereof, falls on Sunday,
this lease shall expire at noon on the preceding
Saturday unless it be a legal holiday in which
case it shall expire at noon on the preceding
business day.
Quiet Enjoyment: 23. Owner covenants and agrees with Tenant that
upon paying the rent and additional rent and
observing and performing all the terms, covenants
and conditions, on Tenant's part to be observed
and performed, Tenant may peaceably and quietly
enjoy the premise hereby demised, subject,
nevertheless to the terms and conditions of this
lease including, but not limited to Article 31
hereof and to the ground lease underlying lease,
and: mortgages hereinbefore mentioned.
Failure to Give
Possession: 24. If Owner is unable to give possession of the
Possession: demised premises on the date of the
commencement of the term hereof, because of the
holding over or retention of possession of any
tenant, undertenant or occupants or if the demised
premises are located in a building being
constructed, because such building lease shall not
be impaired under such circumstances, nor shall
the same be construed in any wise to extend the
term of this lease, but the rent payable hereunder
shall be abated (provided Tenant is not
responsible for Owner's inability to obtain
possession) until after Owner shall have given
Tenant written notice that the premises are
substantially ready for Tenant's occupancy. If
Permission is given to Tenant to enter into the
possession of the demised premises or to occupy
premises other than the demised premises prior to
the date specified as the commencement of the term
of this lease, Tenant covenants and agrees that
such occupancy shall be deemed to be under all the
terms, covenants, conditions, and provision of
this lease except as to the covenant to pay rent.
The provisions of this
article are intended to constitute "an express
provision to the contrary" within the meaning of
Section 223 -a of the New York Rent Property Law.
Notwithstanding the foregoing, Owner shall give
possession within 90 days after fully executed
copy of this lease is exchanged between the
parties, subject however, to the obligation of the
Tenant to perform, any work it is to perform in a
timely manner.
No Waiver: 15. The failure of Owner or Tenant to seek redress
for violation of or to insist upon the strict
performance of any covenant or condition of this
lease or of any of the Rules or Regulations, set
forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have
originally constituted a violation from having all
the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the
breach of any covenant of this lease shall not be
deemed a waiver of such breach and no provision of
this lease shall be deemed to have been waived by
Owner unless such waiver be in writing signed by
Owner. No payment by Tenant or receipt by Owner of
a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall
any endorsement or statement of any check or any
letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Owner
may accept such check or payment without prejudice
to Owner's right to recover the balance of such
rent or pursue any other remedy in this lease
provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be
deemed an acceptance of a surrender of said
premises, and no agreement to accept such
surrender shall be valid unless in writing signed
by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said
premises prior to the termination of the lease and
the delivery of keys to any such agent or employee
shall not operate as a termination or the lease or
a surrender of the premises.
Waiver of
Trial by Jury: 26. It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall
and they hereby do waive trial by jury in any
action proceeding or counterclaim brought by
either of the parties hereto against the other
(except for personal injury or property damage) on
any matters whatsoever arising out of or in any
way connected with this lease, the relationship of
Owner and Tenant, Tenant's use of or occupancy of
said premises, and any emergency statutory or any
other statutory remedy. It is further mutually an
summary proceeding for possession of the premises,
Tenant will not interpose any counterclaim of
whatever nature or description in any such
proceeding including a
counterclaim under Article 4.
Inability to
Perform: 27. Except as otherwise set forth to the contrary
elsewhere in this Lease, this Lease and the
obligation of Tenant to pay rent have under and
perform all of the other covenants and agreements
hereunder on part of Tenant to be performed shall
in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its
obligations under this lease or to supply or is
delayed in supplying any service expressly or
implied to be supplied or is unable to make, or is
delayed in making any repair, additions,
alterations, or decorations or is unable to supply
or is delayed in supplying any equipment or
fixtures if Owner is prevented or delayed from so
doing by reason of strike or labor troubles or any
cause whatsoever including, but not limited to,
government preemption in connection with a
National Emergency or by reason of any rule, order
or regulation of any department or subdivision
thereof of any government agency or by reason of
the conditions of supply and demand which have
been or are affected by war or other emergency.
Bills and Notices: 28. Except as otherwise in this lease provided, a
▇▇▇▇, statement, notice or communication which
Owner may desire or be required to give to Tenant,
shall be deemed sufficiently given or rendered if,
in writing, delivered to Tenant personally or sent
by registered or certified mail addressed to
Tenant at the building of which the demised
premises from a part or at the 1ast known
residence address or business address of Tenant or
left at any of the aforesaid be served by
registered or certified mail addressed to Owner at
the address first hereinabove given or at such
other address as Owner shall designate by written
notice. Notwithstanding the foregoing: (i) notices
sha1l be deemed given on the day of delivery, or,
if delivery is refused, on the first business day
on which delivery is attempted, and (ii) in
addition to the notice methods specified above,
notices given to or by Owner or Tenant may be
given by hand or by courier service (such as
Federal Express or Airborne) that provides a
signed receipt. Notices shall be given to Owner
and Tenant at their addresses set forth in Rider
Paragraph 67.
Services Provided
by Owner: 29. As long as Tenant is not in default under any
of the covenants of this lease, Owner shall
provide: (a) heat to the demised premises when and
as required by law, on business days from 8 a.m.
to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.;
(b) water for ordinary lavatory purpose, but if
Tenant uses or consumes water for any other
purposes or in unusual quantities (of
which fact Owner shall be the sole judge), Owner
may install a water meter at Tenant's expense
which Tenant shall thereafter maintain at Tenant's
expense in good working order and repair to
register such water consumption and Tenant shall
pay for water consumed as shown on said meter as
additional rent as and when bills are rendered;
(c) cleaning service for the demised premise on
business days at Owner's expense provided that the
same are kept in order by Tenant. If, however,
said premises are to be kept clean by Tenant it
shall be done at Tenant's sole expense, in a
manner satisfactory to Owner and no one other than
persons approved by Owner shall be permitted to
enter said premises or the building of which they
are a part for such purpose. Tenant shall pay
Owner the cost of removal of any of Tenant's
refuse and rubbish from the building; (d) If the
demised premises are serviced by Owner's air
conditioning/ cooling and ventilating system, air
conditioning/ cooling will be furnished to tenant
from May 15th through September 30th on business
days (Mondays through Fridays, holidays excepted)
from 8:00 a.m. to 6:00 p.m., and ventilation will
be furnished on business days during the aforesaid
hours except when air conditioning/cooling is
being furnished as aforesaid. If Tenant requires
air-conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sundays or on
holidays, as defined under Owner's contract with
Operating Engineers Local 94-94A, Owner will
furnish the same at Tenant's expense. (e) Owner
reserves the right to stop services of the
heating, elevators, plumbing, air-conditioning
power systems or cleaning or other services, if
any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements
necessary or desirable in the judgment of Owner
for as long as may be reasonably required by
reason thereof, provided, however, that Owner
sha1l provide Tenant with reasonable notice of any
such cessation of utilities to the extent
reasonably possible. If the building of which the
demised premises are a part supplies manually
operated elevator service, Owner at any time may
substitute automatic control elevator service and
upon ten days written notice to Tenant, proceed
with alterations necessary therefor without in any
wise affecting this lease or the obligation of
Tenant hereunder. The same shall be done with a
minimum of inconvenience to Tenant and Owner shall
pursue the alteration with due diligence.
Captions: 30. The Captions are inserted only as a matter of
convenience and for reference and in no way
define, limit or describe the scope of this lease
nor the intent of any provisions thereof.
Definitions: 31. The term "office", or "offices", wherever used
in this lease,
shall not be construed to mean premises used as a
store or stores. for the sale or display, at any
time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, bootblack or
other stand, ▇▇▇▇▇▇ shop, or for other similar
purpose or for manufacturing. The term "Owner"
means a landlord or lessor and as used in this
lease means only the owner, or the mortgagee in
possession, for the time being of the land and
building (or the owner of a lease of the building
or of the land and building) of which the demised
premises form a part, so that in the event of any
sale or sales of said land and building or of said
leases or in the event of a lease of said
building, or of the land and building, the said
Owner shall be and hereby is entirely freed and
relieved of all covenants and obligations of Owner
hereunder, and it shall be deemed and construed
without further agreement between the parties or
their successors in interest or between the
parties and the purchaser, at any such sale, or
the said lessee of the building, or of the land
and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out
any and all covenants and obligations of Owner,
hereunder. The words "re-enter" and - "re-entry"
as used in this lease are not restricted to their
technical legal meaning. The term "business days"
as used in this lease shall exclude Saturday,
(except such portion thereof as is covered by
specific hours in Article 29 hereof), Sundays and
all days observed by the State or Federal
Government as legal holidays and those designated
as holidays by the applicable building service
union employees service contract or by the
applicable Operating Engineers contract with
respect to HVAC service.
Adjacent Excavation
Shoring: 32. If an excavation shall be made upon land
adjacent to the demised premises, or shall be
authorized to be made, Tenant shall afford to the
person causing or authorized to cause such
excavation license an opportunity at reasonable
times on reasonable notice to enter upon the
demised premises for the purpose of doing such
work as said person shall deem necessary to
preserve the wall or the building of which demised
premises form a part from injury or damage and to
support the same by proper foundations without any
claim for damage, or indemnity against Owner, or
diminution or abatement of rent.
Ru1es and
Regulations: 33. Tenant and Tenant's servants, employees,
agents, visitors, and licensees shall observe
faithfully, and comply strictly with, the Rules
and Regulations and such other and further
reasonable Rules and Regulations as Owner or
Owner's agents may from time to time adopt. Notice
of any additional rules or regulations shall be
given in elect the manner set forth in Article 28
and Rider Paragraph 67. In case Tenant disputes
the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or
Owner's agents, the parties hereto agree to submit
the question of the reasonableness of such Rule or
Regulation for decision to the New York office of
the American Arbitration Association, whose
determination shall be final and conclusive upon
the parties hereto. The right to dispute the
reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed
waived unless the same shall be asserted by
service of a notice, in writing upon Owner within
ten (10) days after the giving of notice thereof.
Nothing in this lease contained shall be construed
to impose upon Owner any duty or obligation to
enforce the Rules and Regulations or terms,
covenants or conditions in any other lease, as
against any other tenant and Owner shall not be
liable to Tenant for violation of the same by any
other tenant, its servants, employees, agents,
visitors or licensee.
Security: 34. Tenant has deposited with Owner the sum of
$11,54.00 as security for the faithful performance
and observance by Tenant of the terms, provisions
and conditions of this lease, it is agreed that in
the event Tenant defaults in respect of any of the
terms, provisions and conditions of this lease,
including, but not limited to, the payment of rent
and additional rent. Owner may use, apply or
retain the whole or any part of the security so
deposited to the extent required for the payment
of any rent and additional rent or any other sum
as to which Tenant is in default or for any sum
which Owner may expend or may be required to
expend by reason of Tenant's default in respect of
any of the term, covenants and conditions of this
lease, including but not limited to, any damages
or deficiency in the re-letting of the premises,
whether such damages or deficiency accrued before
or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and
faithfully comply with all of the terms,
provisions, covenants, and conditions or this
lease, the security shall be returned to Tenant
after the date fixed as the end of the Lease and
after delivery of entire possession of the demised
premises to Owner. In the event of a sale of the
land and building or leasing of the building of
which the demised premises form a part, Owner
shall have the right to transfer the security to
vendee or lessee and Owner shall thereupon be
released by Tenant from all liability for the
return of such security; and Tenant agrees to look
to the new Owner solely for the return of said
security, and it is agreed that the provisions
hereof shall apply to every transfer or assignment
made of the security to a new Owner. Tenant
further covenants that it will not assign or
encumber or attempt to assign or
encumber the monies deposited herein as security
and that neither Owner nor its successors or
assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted
encumbrance.
Estoppel Certificate: 35. Tenant, at any time, and from time to time,
upon at least 10 days prior notice by Owner, shall
execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified
by Owner, a statement certifying that this Lease
is unmodified and in full force and effect (or, if
there have been modifications, that the same is in
full force and effect as modified and stating the
modifications), stating the dates to which the
rent and additional rent have been paid, and
stating whether or not there exists any default by
Owner under this Lease, and, if so, specifying
each such default. Successors and Assign: 36. The
covenants, conditions and agreements contained in
the lease shall bind and inure to the benefit of
Owner and Tenant and their respective heirs,
distributes, executors, administrators,
successors, and except as otherwise provided in
this lease, their assigns.
Successors and
Assign: 36. The covenants, conditions and agreements
contained in the lease shall bind and inure to the
benefit of Owner and Tenant and their respective
heirs, distributes, executors, administrators,
successors, and except as otherwise provided in
this lease, their assigns.
SEE RIDER ATTACHED HERETO AND INCORPORATED HEREIN
In Witness Whereof. Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.
Witness for Owner: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
------------------ -----------------------
Witness for Tenant: /s/ ▇▇▇▇▇▇ ▇▇▇▇, EOS
--------------------
------------------ -----------------------
ACKNOWLEDGMENTS
CORPORATE OWNER CORPORATE TENANT
STATE OF NEW YORK, SS.: STATE OF NEW YORK, SS.:
County of County of
On this day of , 19 , before me On this day of , 19 , before me
Personal came Personally came
to me known, who being by me duly to me known, who being by me duly
sworn, did depose and say that he sworn, did depose and say that he
resides resides
in in
that he is the of that he is the of
the corporation described in and the corporation described in and which
which executed the foregoing executed the foregoing instrument, as
instrument, as OWNER;, and that he OWNER;, and that he signed his name
signed his name thereto by order of thereto by order of the board of
the board of directors of the directors.
corporation.
------------------------------------- ---------------------------------------
INDIVIDUAL OWNER INDIVIDUAL TENANT
STATE OF NEW YORK, SS.: STATE OF NEW YORK, SS.:
County of County of
On this day of 19 , before me On this day of 19 , before me
personally came personally came
to me known and known to me to be the to me known and known to me to be the
individual described in and who, as individual described in and who, as
Owner, executed the foregoing Tenant, executed the foregoing
instrument and acknowledged to me instrument and acknowledged to me that
that he executed same. he executed same.
------------------------------------- ---------------------------------------
IMPORTANT PLEASE READ
RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE
WITH ARTICLE 33.
1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or other used for any purpose other than for ingress or egress
from the Demised Premises and for delivery of merchandise and equipment in a
prompt and efficient manner using elevators and passageways designated for such
delivery by Owner. There shall not be used in any space, or in the public ball
of the building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any band trucks, except those equipped with rubber tires
and side guards. If said premises are situated on the ground floor of the
building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk
and curb in front of said premises clean and free from ice, snow, dirt and
rubbish.
2. The water and wash closets and plumbing fixtures shall not be used for any
purpose other than those for which they were designed or constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by Tenant who, or whose clerks, agents,
employees or visitors, shall have caused it.
3. No carpet, rug or other article shall be bung or shaken out of any window
of the building; and no Tenant shall sweep or throw or permit to be swept or
thrown from the Demised Premises any dirt or other substances into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the building and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the Demised Premises, or permit or suffer
the Demised Premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the building by reason of noise,
odors, and/or vibrations, or interfere in any way with other Tenants or those
having business therein. nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.
4. No Awnings or other projections will be attached to the outside walls of
the building without prior written consent of Owner.
5. No sign, advertisement, notice or other lettering shall he exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Demised Premises or the building or on the inside of the Demised Premises if the
same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the premises. In the event of the violation of the foregoing by any Tenant,
Owner may remove same without any liability, and may charge the expense incurred
by such removal to Tenant or Tenants violating this rule. Interior signs on
doors and directory tablet shall be inscribed, painted or affixed for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.
6. No Tenant shall ▇▇▇▇, paint, drill into, or in any way deface any part of
the Demised Premises or the building of which they form a part. Except as the
parties may agree as part of the construction agreement, no boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar
floor covering, so that the same shall come in direct contact with the floor of
the Demised Premises, and, if linoleum or other similar floor covering is
desired to be used an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.
7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his/her Tenancy,
restore to Owner all keys of stores, 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 Owner the cost thereof.
8. Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease or which these Rules and Regulations are a part.
9. Canvassing, soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.
10. Owner reserves the right to exclude from the building between the hours of
6 P.M. and 8 A.M. and at all hours on Sundays, and legal holidays all persons
who do not present a pass to the building signed by the Owner. Owner will
furnish passes to persons for whom any Tenant requests such pass and shall be
liable to Owner for all acts of such persons.
11. Owner shall have the right to prohibit any advertising by any Tenant which
in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.
12. Tenant shall not bring or permit to be brought or kept in or on the
Demised Premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors to permeate in or emanate
from the Demised Premises.
13. If the building contains central air conditioning and ventilation, Tenant
agrees to abide by all rules and regulations issued by the Owner with respect to
such services. If Tenant requires air conditioning or ventilation after the
usual hours, Tenant shall give notice in writing to the building superintendent
prior to 3:00 P.M. in the case of services required on week days, and prior to
3:00 P.M. on the day prior in the case of after hours service required on
weekends or on holidays.
14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Owner's prior written
consent. If such safe, machinery, equipment; bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with all laws
and regulations applicable thereto and shall be done during such hours as Owner
may designate.
RIDER TO LEASE
Between
BRIDGE STREET PROPERTIES, LLC, Owner
and
ELECTRO-OPTICAL SCIENCES, INC., Tenant
37A. In the event any conflict between any of the provisions of this Rider
and any of the terms of the appended lease (including the Rules and
Regulations), such conflict will be resolved in every instance in favor of this
Rider.
37. BASE RENT
Commencing as of the Commencement Date, Tenant shall pay t0 Owner the
annual base rent, in equal monthly installments on the first day of each month
as follows:
Annual Monthly
----------- ----------
Years 1 $ 50,220.00 $ 4,185.00
Years 3 $ 69,433.65 $ 5,786.14 3.75% increase
Years 5 $ 72,037.41 $ 6,003.12 3.75% increase
38. OWNER'S WORK - EXHIBIT B
A. Within 30 days after execution of this lease, Owner will commence and
within 60 days thereafter complete Owner's Work, in space adjacent to current
space identified in exhibit A2 as 58'x166" in a good safe and ▇▇▇▇▇▇▇-like
manner in accordance with all Legal Requirements, subject to the provisions of
Paragraph #19 (Force Majeure) and any of Tenant's work interfering with Owner's
work. The scope and detail of Owner's Work is set forth on annexed Exhibit B.
However, Owner shall not be liable to Tenant for damages of any kind resulting
from Owner's delay in delivering possession of the premises to Tenant, for
whatever reason.
B. Owner will give Tenant notice of Substantial Completion of Owner's Work
or issuance of a temporary certificate of occupancy with respect to Owner's
Work. Upon issuance of Owner's notice, the parties shall agree upon and execute
a "punch list" of items necessary or desirable to complete Owner's Work, along
with a schedule of time within which to complete such "punch list" items, which
schedule shall not exceed 30 days.
C. Except for the completion of the adjacent space and aforementioned
punch list items, Tenant's occupancy of the premises known as adjacent space in
exhibit A2 shall be deemed to be its acknowledgment that it has examined and
accepts the Demised Premises in "as is" condition on the Lease Commencement
Date, subject to latent defects, hazardous and toxic substances or conditions
not caused by Tenant and violations of law existing on or prior to the
Commencement Date. Further, Tenant agrees that Owner shall have no obligation to
perform any additional work, supply any materials, incur any expense or make any
additional improvements, installations or alterations to the Demised Premises,
beyond Owner's Work, in
order to prepare the Demised Premises for Tenant's occupancy and use.
39. COMMENCEMENT DATE AND TERMS OF LEASE
A. The commencement date of this lease (the "Lease Commencement Date")
shall be the date set forth below or the date of occupancy, whichever is sooner.
The term of this lease shall expire on the last day of the month which occurs 3
year(s) after the Lease Commencement Date, unless such term shall sooner expire
as in this lease provided.
B. The Tenants obligation to pay the annual base rent provided for herein
shall commence on 12/16/98 for the currently occupied space the Lease
Commencement Date and ending on (the "Lease Expiration Date"). The obligation to
pay the rent on the adjacent space (suite 9) shall commence on the date on which
Owner Work is completed in such adjacent space and ending upon the
aforementioned Lease Expiration Date.
C. The Lease Commencement Date shall be 12/16/98 for the currently
occupied space and for the adjacent space (suite 9) shall commence on the date
on which Owners Work is completed in such adjacent space and ending upon the
aforementioned Lease Expiration Date.
40. REAL ESTATE TAXES
A. Effective as of the Commencement Date, Tenant agrees to pay in addition
to base rent as additional rent during the term of this lease and any and all
renewals, extensions, and modifications hereof Tenant's proportionate share or
any and all real estate taxes, school taxes, village taxes, public and
governmental charges and assessments, all costs, expenses and attorneys fees
incurred by Owner in contesting Real Estate Taxes (Owner having the sole
authority to conduct such a contest or enter into such negotiations) as to any
of same and all sewer and other taxes and charges (collectively the "Real Estate
Taxes") assessed against BSP (Tax Lots Sec. Sheet 03, Lots P,P,P105 and P4B and
Sec. 4 Sheet 7 Lot P 89), which are subject to increase whether the increase is
taxation results from a higher tax rate or an increase in the assessed valuation
of the said property or the imposition of a special assessment against the
property ("Tenant's Tax Contribution"). All such payments shall be appropriately
pro-rated for any partial tax year occurring during the term hereof. Tenant's
Tax Contribution shall be an amount equal to the product obtained by multiplying
the entire amount of Real Estate Taxes by a fraction, the numerator shall be the
square footage of the Demised Premises and the denominator shall be the square
footage (including the Demised Premises) of BSP.
B. Tenant shall pay Owner on the first day of each calendar month during
the term and amount equal to one-twelfth (l/2th) of the amount Owner estimates
from time to time as necessary to pay Tenant's Tax Contribution. Such estimates
shall be based upon actual tax bills to the extent available and Owner's
reasonable estimate of projected increases in the amount of the Real Estate
Taxes. Any such estimate shall be subject to adjustment when the actual amount
of Real Estate Taxes shall be determined, and payment by Tenant to Owner of any
deficiency, or payment by Owner to Tenant for any overpayment, shall be made
within 20 days after delivery by Owner to Tenant of a statement therefore. Only
Owner shall be eligible to institute or prosecute a tax certiorari proceedings
to reduce the assessed valuation of the premises.
The term "Real Estate Taxes" shall not include the following: any tax or
fees payable for air or development rights acquired by Owner or the Building
after the date hereof, interest or penalties imposed by the assessing
authorities; or any real estate taxes imposed or attributable to a period of
time not falling within the term of this lease. If general or special
assessments may be paid in installments over a period of years, only the
installments coming due during the tax year in question shall be included within
the Real Estate Taxes payable by Tenant for such year.
41. COMMON AREA MAINTENANCE
Commencing as of the Commencement Date, Tenant agrees to pay to Owner in
addition to the Base Rent set forth herein, additional rent consisting of
Tenant's Common Area Maintenance Contribution, as determined in accordance with
this Article.
Section I. For the purpose of this Article, the following definitions
sha1l apply:
(a) Tenant's Common Area Maintenance Contribution shall be an
amount equal to the product obtained by multiplying the entire amount of
Common Area Maintenance Expenses by a fraction, the numerator shall be the
square footage of the demised premises and the denominator shall be the
square footage (including the demised premises) of BSP.
(b) "Common Area Maintenance Expenses" shall mean any or all
expenses incurred by Owner in connection with the operation of the
Buildings of which the Demised Premises forms a part. Common Area
Maintenance Expenses shall include, without being limited thereto, the
following: (i) salaries, wages of employees which Owner may engage in the
on-site operation and maintenance of BSP; (ii) payroll taxes, workmen's
compensation; (iii) water waste line maintenance (including sewer rental)
furnished to BSP, together with any taxes on any such utilities; (iv) the
cost of all insurance carried by Owner applicable to the Building
(including. without limitation, primary and excess liability, and further
including vehicle insurance, fire and extended coverage, vandalism and all
broad form coverage including. without limitation, not, strike, and war
risk insurance, flood insurance, boiler insurance, plate glass insurance
and sign insurance); (v) the cost of all building and cleaning supplier;
(vi) the cost of all charges for service contracts with independent
contractors for all areas of the BSP; (vii) the cost of landscaping, site
maintenance and snow removal (except if Tenant performs snow removal);
(viii) taxes (such as sales: and use taxes); (ix) security systems,
security personnel; and any other costs and expenses in connection with
the operation, maintenance and repair of BSP. In no event shall the Common
Area Expenses be less than $1.50 per sf.
(c) "Common Area Maintenance Expense Statement" shall mean a
statement in writing signed by Owner and delivered to Tenant setting forth
the amount of Common Area Maintenance Contribution which is Tenant's
Proportionate Share.
Section 2. The Tenant shall pay to Owner as additional rent for the
Demised
Premises on the first day of each calendar month during the term an amount equal
to one twelfth the estimated Tenant's Proportionate Share of such Common Area
Maintenance Contribution.
Section 3. Every Common Area Maintenance Statement given by Owner to
Tenant as set forth herein shall be conclusive and binding upon Tenant unless
(a) within 30 days after the receipt of such statement, Tenant shall notify
Owner that it disputes the correctness thereof, specifying the particular
respects in which such statement is claimed to be incorrect, and (b) if such
dispute shall not have been settled by agreement, shall submit the dispute to
arbitration before a panel of three accountants, one chosen by the Owner who may
by the Owner's regular accountant, one by the Tenant and a third chosen by the
two previously appointed accountants. Pending the determination of the dispute
by agreement or arbitration as aforesaid, Tenant shall. within thirty (30) days
after receipt of the Common Area Maintenance Statement, pay additional rent in
accordance with such statement and such payment shall be without prejudice to
Tenant's position. If the dispute shall be determined in Tenant's favor, Owner
shall forthwith pay Tenant the amount of Tenant's overpayment of rents resulting
from compliance with the Common Ares Maintenance Expense Statement.
42. ADDITIONAL RENT
A. All of the rent and additional rent hereunder shall be payable directly
to the Owner unless the Owner notifies Tenant otherwise, subject to Tenant's
obligation to subordinate this Lease to the interests of the holder of any
mortgage, ground lease, etc. under Art. 7 of the printed portion of this lease.
B. All sums whatsoever not included within rent or additional rent and
payable by Tenant under this Lease shall constitute additional rent and shall be
payable without set-off or deduction, whether or not so specified elsewhere in
this Lease.
C. Tenant shall have thirty (30) days from the service of any additional
rent statement to notify Owner, by certified mail, return receipt requested,
that it disputes the correctness of such statement. After the expiration of such
thirty (30) day period, such statement shall be binding and conclusive upon
Tenant. If Tenant disputes the correctness of any such statement, Tenant shall,
as a condition precedent of its right to contest such correctness make payment
of the additional rent billed, without prejudice to its position. If such
dispute is finally determined in Tenant's favor, Owner shall refund to Tenant
the amount overpaid.
46. ELECTRICITY AND HEAT
A. Supplementing Article 29 of the printed portion of this lease, Owner
shall have the right at its option, sole discretion and expense, to install or
cause to be installed a new heating system to service the Demised Premises. Upon
the installation of such new heating system and throughout the duration of
Tenant's occupancy of the Demised Premises, Tenant shall keep said system and
all its equipment in good working order and repair at Tenant's own cost and
expense in default of which Owner may cause such system and/or equipment to be
replaced and collect the cost thereof from Tenant as additional rent. Tenant
agrees to pay for the cost of heating fuel supplied for consumption at the
Demised Premises, as and when bills are rendered, directly to
the entity supplying heating fuel for consumption at the premises, and on
default in making such payment Owner may pay such charges and collect same from
Tenant as additional rent.
B. Further, supplementing Article 29 of the printed form of this lease,
Owner shall have the right, at its option, sole discretion and expense. to
install or cause to be installed a meter or submeter measuring electricity
consumed by Tenant at the Demised Premises. After installation and throughout
the duration of Tenant's occupancy of the Demised Premises, Tenant shall keep
said meter and installation equipment in good working order and repair at
Tenants own cost and expense in default or which Owner may cause such meter and
equipment to be replaced or repaired and collect the cost thereof from Tenant as
additional rent. Tenant agrees to pay for electricity consumed, as shown on said
meter or submeter as and when bills are rendered, directly to the Owner or
utility providing such service, and on default in making such payment Owner may
pay such charges and collect the same from Tenant as additional rent.
47. WATER CHARGES
If Tenant requires, uses consume water for any purpose in addition to
ordinary lavatory (of which fact Tenant appoints Owner to be the sole judge, but
Owner must be reasonable) Owner may install a water meter and thereby measure
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the meter and the cost of the installation, thereof and throughout the
duration of Tenant's occupancy Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own coat and expense in
default of which Owner may cause such meter and equipment to be replaced or
repaired and collect the cost thereof from Tenant as additional rent. Tenant
agrees to pay for water consumed, as shown on said meter and when bills are
rendered, and on default of making such payments, Owner may pay such charges and
collect the same for Tenants, as additional rent. Tenant covenants and agrees to
pay, as additional rent, the sewer rent, charge or any other tax, rent, levy or
charge which now or thereafter is assessed, imposed or a lien upon the Demised
Premise, or the realty of which they are part pursuant to law, order or
regulation made or issued in connection with the use, consumption, maintenance
or supply of water, water system or sewage or sewage connection or system.
48. SIGNS
Tenant shall not install or maintain any sign, symbol or advertisement on
the exterior of the Demised Premises, except on the main directory. All signs
are subject to Owner prior written consent and shall comply with appropriate
building codes and municipal requirements and shall be commercially manufactured
(no paper or hand-written sign).
49. BROKER
Tenant and Owner mutually acknowledges and represents that they have dealt
with no person or corporation with respect to the negotiation of this Lease
other than ________________. Tenant agrees to bear the cost of any commission
and each party agrees to indemnify and hold the other harmless from and against
any claims for brokerage commissions or other compensation from any person or
corporations with whom it has dealt.
50. INDEMNITY
Tenant will indemnify and save harmless Owner against and from any and all
liabilities, obligations, damages, penalties, and claims which may be imposed
upon or incurred by or asserted against Owner arising from injuries to persons
or property in or about the Demised Premises or in areas used by Tenant in
connection with its use of the Demised Premises if due to Tenant's negligence or
fault, including reasonable attorney fees incurred.
51. INSURANCE
A. Tenant shall obtain and keep in full force at all times commencing with
Tenant's occupancy, and continuing throughout the term, at its own cost and
expense, comprehensive general liability insurance, such insurance to afford
protection initially in an amount of not less than $1,000,000 for injury
D. There shall be maintained deductibles in such amounts as Tenant shall
reasonably determine but in no event in excess of $5,000.00 with respect, to a
property insurance policy and in no event in excess of $5,000.00 with respect
to a liability insurance policy.
E. At least 10 days prior to commencement of construction of any work in
the Demised Premises, Tenant and Tenant's contractor shall deliver to Owner (and
Owner's mortgagees, if required by them) certificates of insurance or policies
required by evidencing all insurance coverages provided in this Article.
Tenant's contractor shall be required to comply with all of such insurance
obligations only through final completion of all such work.
F. Except for insurance for Tenant's trade fixtures and personal property
at the premises, all property insurance policies shall cover the interest of
Tenant, Owner, and/or Owner's mortgages, as their interest may appear, and the
policies therefor shall provide that adjustment of any losses thereunder shall
include in the negotiation, not be settled or finalized without, and be payable
to, Owner and Owner's mortgages. All such property insurance policies shall
contain a provision allowing other insurance that is provided to or for Owner.
G. All policies of insurance maintained by Tenant under this Article shall
be written as primary policies not contributing with, nor in excess of,
insurance coverage that Owner and its mortgagees may have. Tenant shall not
carry separate or additional insurance which, in the event of any loss, or
damage is concurrent in form or would contribute with the insurance required to
be maintained by Tenant under this Lease.
H. If Tenant shall not insure for business interruption, or, to the extent
that Tenant shall be a self-insurer (including. without any limitation. any
deductible under any insurance policy) Tenant agrees that Owner shall be
released and Tenant hereby releases Owner from business interruption loss which
could have been covered by an insurance policy if Tenant had chosen to purchase
one.
46. MAINTENANCE
A. Other than as elsewhere provided herein, Tenant is responsible for all
costs associated with the maintenance of the Demised Premises and in keeping the
Demised Premises in a proper manner and in a general state of cleanliness and
repair.
B. Tenant shall. at its own sole cost and expense maintain and keep in
good order condition and repair all mechanical items, the use of which is
included herein or is required for the permitted use of the Demised Premises by
the health and building codes of the Village of Irvington, Town of Greenburgh or
Westchester County, as well as hot water heater, vents and ducts located within
the Demised Premises.
C. Owner shall be responsible for all repairs to the building, unless such
repairs are necessitated by Tenant's acts or negligence, including the acts or
negligence of its agents or employees.
47. OWNERS COSTS TO APPROVE OR CONSENT
If Tenant requests Owner's approval or consent to alterations, additions,
improvements, or assignment or any other matter or thing requiring Owner's
consent or approval under this Lease, and if in connection with such request
Owner seeks the advice of its attorneys, architect and/or engineer, then Owner,
as conditions precedent to granting its consent or approval, may require that
the Tenant pay the reasonable fee or Owner's attorneys, architect and/or
engineer in connection with the consideration of such request and/or the
preparation of any documents pertaining thereto.
48. USE AND OPERATION
A. The Demised, Premises shall be used for office, laboratory and assembly
of prototype and instruments use and no other purpose.
B. Any change from substantially the use as described herein shall
constitute a default under this Lease.
C. The Tenant shall not suffer or permit the Demised Premises to be used
in any manner, or anything to be done therein, or suffer or permit anything to
be brought into or kept therein, which would in any way (i) result in the
Demised Premises not being operated in a manner consistent with a first-class,
high quality office or which would be inconsistent with the nature and the
operation of the building, or (ii) constitute a public or private nuisance.
49. BREACH BY TENANT
A. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions of this Lease, Owner shall have the right to [MISSING
TEXT]
The security interest and lien created by this subparagraph shall
terminate, and Owner shall deliver to Tenant one or more UCC-3 termination
statements terminating such lien, upon
the earlier of
(i) The termination of this Lease by reason of Owner's default as
determined by a court of competent jurisdiction; or
(ii) the termination or other expiration of this Lease pursuant to its
terms.
E. Additionally, should the Premises not be occupied for a period of in
excess of 120 consecutive days, it shall be a non-curable default hereunder.
Notwithstanding foregoing, if the Premises are closed by reason of a fire or
other casualty, then the provisions herein shall not apply, unless the same
would result in the loss of the present use for the Premises
50. ADDITIONAL SERVICES
A. Tenant covenants and agrees that, in the event any law, rule regulation
or judicial determination has the effect of increasing any of the services to be
furnished by Owner hereunder, Tenant agrees to pay to Owner, as additional rent
the cost incurred and or to be incurred by Owner to provide such additional
service to Tenant or Tenant's pro-rata share if provided to other Tenants.
B. If any sales or use tax be imposed upon Owner in connection with any of
the services to be provided by Owner hereunder, Tenant shall pay to Owner, as
additional rent, the amount or such tax.
51. REFUSE
A. Tenant shall at all times keep the areas used by Tenant for ingress and
egress to the Demised Premises free and clear of all dirt, garbage, rubbish,
refuse (which such term "refuse" as used in the Lease shall mean and include
crates, boxes, merchandise, containers. bottles, paper, food and similar items),
snow and ice.
B. Tenant shall accumulate all garbage, rubbish, and refuse for disposal
only within the interior of the Demised Premises and not in the common pr
service area and in areas therein kept closed by a door and in well-coveted
sanitary containers designed to prevent odors from emanating therefrom. No such
garbage, rubbish or refuse shall be removed, or be permitted to be removed from
the interior of the Demised Premises, except in accordance with local law and
Building Rules and Regulations. Tenant shall be responsible for all costs and
expenses in connection with Tenant's garbage removal. Tenant shall also comply
with all laws and ordinances with regard to its garbage removal and be
responsible for any breach thereof.
52. EXTERMINATOR
Tenant shall, at its sole cost and expense , keep the Premises free from
vermin, rodents, or anything of like, objectionable nature which emanates from
the Premises or is caused by Tenant's use of the Premises and shall employ only
a licensed exterminator at the request or Owner. In the event of Tenant's
failure to keep the Premises free from vermin, rodents or
anything else of like nature, Owner shall have the right, at Tenant's expense to
take all necessary steps or measures to eradicate any and all vermin and rodents
and other things of like nature from the Demised Premises and the cost thereof
shall be added as additional rent to the installment of fixed minimum rent
payable on the next monthly rental payment date and Tenant shall pay on that
date such additional rent.
53. OWNER'S LIMITED LIABILITY
Anything in this lease to the contrary notwithstanding, Tenant for itself,
its successors and assigns, covenants and agrees that the liability of the Owner
shall be limited so that only the assets and interest or the Owner in and to
One-Two Bridge Street and the Bridge Street Property, Irvington, New York, shall
be available and/or liable for the satisfaction or security for payment of any
judgment or claim against Owner or any indebtedness of Owner arising from any
default by Owner.
Tenant for itself, its successors and assigns covenants and agrees that no
other assets of any of the principals of Owner whether owned by them jointly or
individually, directly or indirectly, shall be liable to pay or satisfy any such
judgment, claim, demand or indebtedness arising from any default by Owner.
54. LATE PAYMENT
If Tenant shall fail to pay any installment of base rent or any amount of
additional rent for more than fifteen (15) days after the same shall have become
due and payable, Tenant shall pay Owner a late charge of five cents for each
dollar of the amount of such base rent or additional rent as shall not have been
paid to Owner within such fifteen (15) days after becoming due and payable. Such
late charges shall be without prejudice to any of Owner's rights and remedies
hereunder or at law or in equity for nonpayment or late payment of rent and
shall be in addition thereto.
55. ALTERATION
In the event that the Tenant shall make any alterations resulting in the
demolition of any part of the structural portions or interior or exterior of the
premises, then said alterations shall be made only with the consent of the
Owner, in writing and the Tenant shall pay additional security to the Owner
equal to the amount necessary) to restore the Premises to its original condition
at the time the Tenant took occupancy. Ordinary alterations not of a permanent
nature which are necessary for the conduct of the business of the Tenant, which
do not involve demolition as aforesaid shall not require Owner's consent.
62 TENANT'S ADDITIONAL COVENANTS
(ii) Tenant shall not change exterior architecture change (whether by
alteration, replacement, rebuilding or otherwise) the exterior color and/or
architectural treatment of the Demised Premises or of the building or any part
thereof.
(iii) Tenant shall not use the plumbing facilities for any purpose other
than that for which they were constructed, or dispose of any garbage or other
foreign substance therein, whether through the utilization of so-called
"disposal" or similar units, or otherwise. The plumbing facilities shall not be
used for refrigeration purposes or for any other purposes other than that for
which they are constructed, no foreign substance of any kind shall be thrown
therein and the expense of any breakage, stoppage, or damage resulting from a
violation of this provision shall be borne by Tenant;
(iv) Tenant shall not subject any fixtures or equipment in or on the
Demised Premises which are affixed to the realty, to any mortgage, liens,
conditional sales agreements, security interest or encumbrances, except as is
otherwise permitted hereunder; Notwithstanding the foregoing, Tenant shall have
the right to lease office equipment and supplies in the ordinary course of
Tenant's business, and shall have the right to grant liens and to enter security
agreements and conditional sales agreements in connection therewith.
(v) Tenant shall not suffer, allow or permit any odor or any noise,
vibration or other effect to constitute a nuisance or otherwise interfere with
the safety, comfort or convenience of Owner or other Tenants in the building.
63. SECURITY
A. Supplementing the provisions of Article 31, Tenant has deposited with
Owner the sum of $11,154.00 as security hereunder with a cash deposit. Tenant
shall increase the security in-accordance with and at the same time base rent
increases are effective hereunder so that 2 month's base rent shall be on
deposit at all times. If at any time Tenant shall be in default in the payment
of rent or in the keeping observance or performance of any other covenant,
agreement, term, provision or condition, Owner may at its election apply the
security so on deposit with Owner, to the payment of any such rent or to the
payment of the costs incurred or to be incurred by Owner in curing such default,
as the case may be. If, as a result of any such application of all or any part
of such security, the amount of security so on deposit with Owner shall be less
than required, Tenant shall forthwith deposit with Owner an amount equal to the
deficiency. If at the expiration of the term of this lease Tenants shall not be
in default in the keeping, observance or performance of any such other covenant,
agreement, term, provision or condition, then Owner shall within a reasonable
time after the expiration of said term, return to Tenant said security, if any,
then on deposit with Owner.
B. Tenant has on hand already a security deposit in the amount of
$3,600.00 with Owner. Upon signing Tenant shall deposit with Owner an additional
S2,377.50 so that the security deposit equals 1 months rent. An additional sum
shall be deposited with the Owner to equal 2 months base rent on 12/16/99. This
billing will bring Tenant's security deposit on hand up to the required amount
to be held by Owner for the second year of tenancy.
64. IMPROVEMENTS
All improvements, changes and alterations made by or on behalf of Tenant
in and/or the Demised Premises shall, upon installation, become the property of
owner and shall be
surrendered by Tenant to Owner at the expiration or sooner termination of the
term of this Lease, except for items of personality not affixed to the realty
and Tenant's trade fixtures, which shall at all times be property of Tenant. If
any security interest, chattel mortgage or other lien or encumbrance shall
attach to the Tenant's Initial Improvements or any change, improvement or
alteration thereto, Tenant will, at Tenant's sole cost and expense, promptly
cause same to be released of record within ten (10) days after notice of the
attachment thereof, failing which Owner may cause some to be released by
payment, bond or otherwise, as Owner may elect, and Tenant will reimburse Owner
for all costs and expense incidental to the removal of any such lien, security
interest, chattel mortgage or other lien or encumbrance, incurred by Owner. Upon
failure of Tenant to so reimburse Owner at the option shall become Owner
thereof. Tenant further covenants and agrees that, prior to opening for business
at the Demised Premises, the entire cost of all changes, improvements and
alterations made by or on behalf of Tenant at Tenant's expense will be fully
paid for. In the event Tenant purchases furnishings or equipment for the
premises on installment or under a conditional sales agreement, Tenant will
provide in such installment or conditional sale agreement, that in the event of
Tenant default, Owner at its option shall be entitled to have an assignment of
Tenant's interest in said furnishings or equipment, if being intended that
Tenant may not remove any leased improvements if Owner elects to pay the debt
and assume an assignment of Tenant's interest.
65. MISCELLANEOUS
A. If any of the provisions 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 or such provision or provisions
to persons or circumstances other than those as to whom or which it is held
invalid or unenforceable, shall not be affected thereby, and every provision of
this Lease shall be valid and enforceable to the fullest extent permitted by
law. Each covenant, agreement, obligation or other provision of this Lease on
Tenant's part to be performed, shall be deemed and construed as a separate and
independent covenant of Tenant, not dependent on any other provision of this
Lease.
B. This Lease shall be governed in all respects by the laws of the State
of New York.
C. Without incurring any liability to Tenant. Owner may permit access to
the Demised Premises and open the same, whether or not Tenant shall be present,
upon demand of any receiver, trustee, assignee for the benefit of creditors,
sheriff, ▇▇▇▇▇▇▇▇ or court officer entitled to, or reasonably purporting to be
entitled to such access for the purpose of taking possession of, or removing,
Tenant's property or for any other lawful purpose (but this provision and any
action by Owner hereunder shall not be deemed a recognition by Owner that the
person or official making such demand has any right or in or to this Lease, or
in or to the Demised Premises), or upon demand of any representative of the
fire, police, building, sanitation or other department of the city, state or
federal governments.
D. Tenant agrees that its sole remedies in cases where Owner's
reasonableness in exercising its judgment or withholding its consent or approval
is applicable pursuant to a specific provision of this Lease, or any rider or
separate agreement relating to this Lease, if any, shall be those in the nature
of an injunction, declaratory judgment, or specific performance, the rights to
money damage; or other remedies being hereby specifically waived, unless Owner
has acted in bad faith.
E. This Lease shall not be binding upon Owner unless and until it is
signed by Owner and a fully executed copy thereof is delivered to Tenant.
F. This Lease shall be construed without regard to any presumption or
other role requiring construction against the party causing this Lease, or any
part thereof to be drafted.
66. CONDITION OF DEMISED PREMISES
A. Supplementing the provisions of Article 15 hereof Owner makes no
representations as to the size of the Demised Premises. Tenant shall give proper
notice to Owner of any notice it receives of the violation of any law or
requirement of any public authority with respect to the Demised Premises or the
use or occupation thereof. If any governmental authority having jurisdiction
over the Demised Premises shall require additional fire fighting equipment,
Tenant agree to install and maintain such equipment at its sole cost and
expense. Notwithstanding the foregoing, Owner represents and warrants to Tenant
that the Permitted use fails within the uses permitted under currant zoning of
the Building, and does not violate the term of any mortgage. ground lease or
other superior interest to which this lease is subordinate is subordinate.
B. Tenant covenants and agrees to conduct its business at the Demised
Premises so as to prevent any noxious or offensive order from said Demised
Premises and Tenant further covenants and agrees to install, operate and
maintain proper and sufficient flue, ventilating and exhaust systems and any
other equipment, electrical and/or mechanical or any kind, all at Tenant's sole
cost and expense, as deemed necessary or desirable to prevent or ▇▇▇▇▇ such
odors and in full compliance with all law, codes, resolution, rules, regulations
of the premises and otherwise, requirements and recommendations of all
government and quasi-governmental agencies or authorities.
67. NOTICES
Any ▇▇▇▇, notice or other communication which either party may desire or
be required to give to the other under this lease shall be deemed sufficiently
given or rendered if in writing and delivered by registered or certified mail,
return receipt requested. as follows:
1. From Owner to Tenant at: 2. From Tenant to Owner at:
Electro-Optical Sciences, Inc. Bridge Street Properties, LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
After the Commencement Date:
Same as above.
Either party shall have the right to substitute addresses for such notices
upon prior written notice to the other given in the manner hereinabove set
forth.
68. ASSIGNMENT AND SUBLETTING
A. Supplementing the provisions of Article 11 of the printed form of this
lease, a transfer, directly or indirectly, of the majority, i.e., 50% or more in
the aggregate, of the stock of a corporate tenant or 50% or more in the
aggregate, of any interest, beneficial or otherwise, of a joint venture or
partnership, or an assignment to an entity into which or with which Tenant is
merged or consolidated or to which substantially all of Tenant's assets are
transferred or to any corporation which controls or is controlled by Tenant or
is under common control with Tenant, shall be an assignment requiring the
written consent of Owner which consent shall not be unreasonable withheld.
B. Each time Tenant desires to assign this Lease or sublease its interest
in the Demised Premises, it shall submit in writing to Owner (i) the name and
address of the proposed assignee or sublessee, (ii) a counterpart of the
proposed agreement or sublease, (iii) information satisfactory to Owner as to
the nature and character of the business of the proposed assignee or sublessee,
and (iv) biographical, banking, financial. credit and other information relating
to the proposed assignee or sublessee reasonably sufficient to enable Owner to
determine the character and financial responsibility of the proposed assignee or
sublessee. Any such consent of Owner shall be subject to the terms of this
paragraph and conditioned upon (i) there being no default by Tenant under any of
the rents, covenants and conditions of this Lease at the time that Owners
consent is requested and on the date of the commencement of the term of any
sublease or the effective date of any such proposed assignment, (ii) (iii)
delivery to Owner of a written statement duly executed by Tenant acknowledging
that Tenant shall continue to remain directly and primarily liable to Owner
under this lease for the remaining term notwithstanding such sublease or
assignment, (iv) the proposed use by which assignee or sublessee being in
compliance with Article 2 and 15 of the printed form of this lease, (v) Tenant
paying Owner the reasonable cost and expenses, including architect's. engineer's
and attorneys' and brokerage fees incurred by Owner with respect to such
subletting. Further, and as an additional condition to Owner's approval of any
sublease, Tenant shall remit to Owner fifty (50%) percent of any and all rent
and additional rent Tenant receives, pursuant to the sublease, in excess of the
rent and additional rent provided for in this lease as increased pursuant to
subparagraph (v) hereof less costs of securing sub-tenant including brokerage
fees, build-out costs and such other costs required by the Tenant as a condition
of subletting. The additional security deposit required under clause (ii) shall
be made each time there shall be an assignment or sublease during the term of
this lease.
C. Upon receiving Owner's written consent, Tenant shall deliver to Owner
within ten (10) days after execution thereof a true copy of the duly executed
sublease or assignment agreement. Any such sublease shall provide that the
sublessee shall be subject to and shall
comply with all applicable terms and conditions of this lease to be performed by
Tenant hereunder.
69. NO RECORDING
Tenant expressly warrants and represents that it will not record this
lease, but Owner will, upon Tenant's request and at Tenant's cost, execute a
memorandum of lease which Tenant may record.
70. ATTORNEYS FEES & REIMBURSEMENT
A. Notwithstanding anything to the contrary contained in this lease,
Tenant shall reimburse Owner for the expenses of attorney's fees and
disbursements Owner incurs which arise out of or are caused by (a) Tenant's
default or threatened default under the terms of this lease, whether an action,
suit or proceeding is commenced based upon such default. or (b) Tenant's request
or Owner to review or execute documents, including without limitation,
assignment, sublease or occupancy documents in connection with this lease. Any
such reimbursement shall be deemed additional rent due from Tenant.
B. Further, Tenant shall reimburse Owner. as additional rent, for all
fees, charges and disbursements of attorneys, architects, engineers or other
representative or agents incurred by Owner and arising out or resulting from
Tenant's alteration or improvements, proposed or actual, to the prudent or
advisable to seek professional advise or expertise with respect to this lease
and Tenant's occupancy of the Demised Premises.
71. ATTORNMENT
If the Demised Premises, Building or land where the Building is located is
or will be encumbered by a mortgage, and the mortgage is foreclosed, or if the
Demised Premises, Building or property is sold pursuant to a foreclosure or by
reason of a default under a mortgage, the following shall apply notwithstanding
the foreclosure, the sale, or the default (i) Tenant shall not disaffirm this
lease or any of its obligations under this lease; (ii) at the request of the
applicable mortgagee or purchaser at a foreclosure or sale, Tenant shall attorn
to the mortgagee or purchaser, and execute a new lease for the Demised Premises
setting forth all the provisions of this lease except that the term of the new
lease shall be for the balance of this lease. In confirmation of this
attornment, Tenant shall promptly execute and deliver on its own cost and
expense, any instrument, in recordable form, if required, that Owner or any
mortgagee may to evidence such attornment, and Tenant hereby constitutes and
appoints Owner attorney-in-fact for Tenant to executed any such instrument for
and on behalf of Tenant.
72. ADDITIONAL REMEDIES
In the event that Owner shall pay any sum of money or do any act which
shall require the expenditure of any sums by reason of the failure of Tenant to
perform any of the covenants, terms or conditions contained in this lease,
Tenant covenants to repay immediately such sums to Owner within 20 days after
demand, together with interest thereon at the rate of twelve
(12%( percent per annum shall be added as additional rent to the next monthly
installment of base rent becoming due. Nothing contained herein shall be
construed to postpone the right of Owner immediately upon expending such sums,
to collect such sums, with interest at the aforesaid rate, by action or
otherwise.
73. MORTGAGES
If. in connection with obtaining, continuing or renewing financing for
which the Demised Premises Building or land or any interest therein represents
collateral in whole or in part, a lender or other mortgagee shall request
modifications of this lease as a condition of financing. Tenant will not
reasonably withhold or delay this consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or adversely
affect the Tenant's leasehold interest created hereunder or decrease the size of
the demised premises.
74. DEMISED PREMISES
If the general location, size and layout of the Demised Premises are
outlined in Exhibit A, such Exhibit A shall not be deemed to be a warranty,
representation or agreement on the part of Owner that the Demised Premises and
the Building are as indicated thereon. Nothing in this lease shall be construed
as a grant or demise by Owner to Tenant of the roof or exterior walls of the
Building, of the space above and/or below the Demised Premises, of the parcel of
land on which the Demised Premises is located, and/or any parking or other areas
adjacent to the Building.
75. OWNER'S CONSENT
If in this lease it is provided that Owner's consent or approval as to any
matter will not be unreasonably withheld, and it is established by a court or
body having final jurisdiction thereof that Owner has been unreasonable, the
only effect of such finding shall be that Owner shall be deemed to have given
its consent or approval, but Owner shall not be liable to Tenant or any third
party in any respect for money damages by reason of withholding its consent.
unless Owner's refusal to grant or consent or approval was done in bad faith.
76. NO LIENS
Notwithstanding anything contained in this lease to the contrary, Tenant
covenants and warrants that it shall not directly or indirectly create or permit
or suffer to be created or to remain, and will promptly after notice thereof
discharge or cause to be discharged, any mortgage, lien, encumbrance or charge
on pledge, of security interest in or conditional sale or other title retention
agreement with respect to the Demised Premises, except as expressly permitted
elsewhere in this lease.
77. PARKING
A. Owner shall provide Tenants at no cost to Tenant, for the convenience
of all employees and invitees during regular business hours 8 nonspecified
parking space(s) located in
area or areas adjacent to I Bridge Street or ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, designated by notice sent by Owner from time to time throughout the term
of this lease. Owner reserves the express right to change the location of these
parking spaces as in its sole discretion it deems appropriate from time to time.
Tenant's privilege and use of these parking spaces are subject to the Owners
rules and regulations as set forth herein or as otherwise established by Owner
and in conformity with all local rules, regulations and ordinances of the
Village of Irvington and any other government entity having jurisdiction over
the premises.
B. Tenant covenants and agrees that its employees and invitees shall not
at any time cause any vehicle to be parked, placed or remain within and along
the perimeter of the Building, including any and all fire lanes, parking spaces
and areas, roadway and driveways or any other area controlled by Owner, except
in areas designated by Owner for Tenant's use.
C. Use of all parking spaces and any other parking areas, roadways and
driveways by Tenant, its employees or invitees will be at their own risk, and
Tenants shall not be liable for any injury to person or property, or for loss of
damage to any automobile or its contents, resulting from theft, collision,
vandalism or any other cause whatsoever. Owner shall have no obligation
whatsoever to provide a security guard or any other personnel or device to
patrol, illuminate, monitor, guard or secure any parking area. If, however,
Owner does so provide such guard, personnel or device, it shall be solely for
Owner's convenience and Owner shall not be liable for any act or omission of
such guard, personnel or device in failing to prevent any such theft,
vandalism., loss, injury or damage.
D. There shall be no overnight parking. Tenant shall cause its employees
and invitees to remove their automobiles from all parking areas at the end of
the working day. If any vehicle owned or used by Tenant, its employee, or
invitees remains in any parking area, all costs, expenses and liabilities
incurred by Owner in removing said vehicle, or any damages resulting to such
vehicle or to Tenant's property or property of others by reason of the presence
or removal of such vehicle shall be paid by Tenant to Owner as additional rent
as and when billed by Owner.
E. If space is available, Owner agrees to provide Tenant with an
unspecified number of additional parking spaces in consideration of Tenant's
payment of additional rent at the rate of $15.00 per space per month ("Parking
rent") upon the same terms and conditions as set forth in this Paragraph.
Notwithstanding the foregoing, at the end of the first year of the term of this
lease, the number of parking spaces and parking rent may be increases or
decreased at the discretion of the Owner. Each such installment of additional
rent shall be remitted at the same time and in the same manner as installments
or base annual rent.
78. CONDEMNATION
A. If less that fifty (50%) percent of the Demised Premises is taken y
condemnation or in any other manner for any public or quasi-public use or
purpose, then Owner may elect to terminate this lease by notice sent not more
than sixty (60) days after the taking. Upon the date specified in such notice of
termination, which date shall not be later than sixty (60) days after the date
of such notice, the term of this lease shall terminate.
B. If Owner does not so elect to terminate the lease in the event of a
taking of less that 50% of the Demised Premises, the term of this lese shall
continue s to the part of the Demised Premises not taken. However, effective the
date of the taking, the base annual rent shall be reduced by a fraction, the
numerator of which is the area in square feet of the part of the Demised
Premises taken and the denominator of which is the area of the Demised Premises
immediately prior to such taking. All other provisions and conditions of the
lease shall remain in full force and effect.
C. If a portion of the Demised Premises shall be taken which would
materially adversely affect Tenant's use of the Demised Premises, and if Owner
shall not offer at Owner's expense to provide alternate space or facilities to
replace the space or facilities so taken, Tenant may elect to terminate this
lease by notice to Owner not later than sixty days after receipt of the notice
of taking.
D. In the event of any taking or less than the whole of the Demised
Premises which does not result in a termination of this lease, Owner at its
expense shall proceed with reasonable diligence to repair, alter and restore the
remaining part of the Demised Premises to substantially its former condition to
the extent the same may be feasible and so as to constitute a complete and
tenable Demised Premises.
79. FORCE MAJEURE
Time for performance by Owner and Tenant of any term, provision or
covenant of this lease shall be deemed extended by time lost due to delays
resulting from acts of God, strikes, unavailability of materials, civil riots,
floods, material or labor restrictions, by government authority, and any other
cause not within the reasonable control of Owner. Financial inability of either
party shall not constitute a cause for delay hereunder.
80. ADDITIONAL WORK
A. Tenant agrees to pay for additional work requested and completed. Owner
has calculated such additional work to equal $15,787.00 which shall be repaid as
per Exhibits C1 & C2, attached hereto, as additional rent. Owner shall repair or
replace any current mechanical problems within the current demised space as
2/3/99, Exhibit C1 (example) is the amortization schedule as pertains to Suite 9
in the amount of $5,282.00. Exhibit C2 (example) is the amortization schedule as
pertains to Suite 15 (The existing space), if Tenant desires to delay or cancel
commencement of work on existing space than the amortization schedule shall be
adjusted to reflect the shortened period of time to pay or the cancellation of
the amount due in its entirety.
81. TERMINATION OPTION
Tenant shall have the right to terminate this lease ("Termination Option")
after January 1, 2000 on the following terms and conditions:
1. Such right is conditioned upon there being no default as of the date
of going of the
notice of termination as described infra,
2. At lease six months prior to the proposed termination date, Tenant
gives written notice to Landlord of its exercise of the Termination
Option (the "Termination Notice") which notice is accompanied by the
Termination Fee as defined and calculated in paragraph 5 infra,
3. Tenant pays the next three months rent and all additional rent due
under the lease in a timely manner and. prior to its vacating the
premises, pays the three remaining months rent and additional rent
due. For example, if the Termination Notice is given February 1,
2000 for a Termination date of August 1, 2000, then rent and
additional rent shall be paid February 1, March 1 and April 1; three
months rent and additional rent shall be paid April 20 and Tenant
shall vacate on April 30, 2000,
4. The Tenant vacates and surrenders the Premises and leaves it in a
broom-clean condition three months prior to the Termination Date. It
is agreed and understood that Landlord may re-rent the demised
premises commencing any time after the Tenant vacates the Premises.
5. The Termination Fee is the unamortized amount as of the date of the
Termination Notice of the sum of the costs relating to tenant
improvement work plus interest as shown on the attached schedule.
For example, using the dates set forth in paragraph 3, the
Termination Fee would be the "Principal Balance" on the attached
schedule after the 13th payment, the February 1, 2000 payment, or
$10,820.39;
6. If Tenant performs all of the foregoing conditions in a timely and
satisfactory manner, Landlord and Tenant shall enter into a written
Lease Termination Agreement reflecting the termination of this Lease
as of the Termination Date.
Owner
BRIDGE STREET PROPERTIES, LLC
By: One Bridge Street Corporate Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Tenant
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------
EOS, Vice President
GUARANTY:
FOR VALUE RECEIVED, and in consideration for, and as an inducement to
BRIDGE STREET PROPERTIES, LLC making within lease with Tenant the undersigned
guarantees to Owner, Owner's successors and assigns, the full performance and
observance of all the covenants, conditions and agreements, therein provided to
be performed and observed by Tenant, including the "Rules and Regulations" as
therein provided, without requiring any notice of non-payment, non-performance,
or non-observance, or proof, or notice, or demand, whereby to charge the
undersigned therefor, all of which the undersigned hereby expressly waives and
expressly agrees that the validity of this agreement and the obligations of the
guarantor hereunder shall in no wise be terminated, affected or impaired by
reason of the assertion by Owner against Tenant of any of the rights or remedies
reserved to Owner pursuant to the provisions of the within lease. The
undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal, modification or extension
of this lease and during any period when Tenant is occupying the premise as
"statutory tenant." As a further inducement to Owner to make this lease and in
consideration thereof, Owner and the undersigned covenant and agree that in any
action or proceeding brought by either Owner or the undersigned against the
other on any matters whatsoever arising out of, under, or by virtue of the terms
of this lease or of the guarantee that Owner and the undersigned shall and do
hereby waive trial by jury.
Notwithstanding anything else contained herein, this guarantee shall be
limited to _____ months rent and additional rent.
Tenant ___________________________
Witness __________________________
EXHIBIT B
SCOPE OF WORK
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
EXHIBIT C2 (EXAMPLE ONLY)
LOAN AMORTIZATION
EOS BUILD OUT
Key Figures Inputs
Annual Loan Payments $ 3,898.32 Loan Principal Amount $9,505.00
Monthly Payments $ 324.86 Annual Interest Rate 14.00%
Interest in First Calendar Year $ 815.59 Loan Period in Years 3
Interest Over Term of Loan $ 2,189.96 Base Year of Loan 1999
Sum of All Payments $11,694,96 Base Month of Loan May
Payments In First 12 Months
Beginning Cumulative Cumulative Ending
Year Mont Balance Payments Principal Interest Principal Interest Balance
---- ---- --------- -------- --------- -------- ---------- ---------- -------
May $9,505.00 $ 324.86 $ 213.97 $ 110.89 $ 213.97 $ 110.89 $ 9,291
Jun 9,291.03 324.86 216.46 108.40 430.43 219.29 9,075
Jul 9,074.57 324.86 218.99 105.87 649.42 325.16 8,856
Aug 8,855.58 324.86 221.54 103.32 870.96 428.48 8,634
Sep 8,634.04 324.86 224.13 100.73 1,095.09 529.21 8,410
Oct 8,409.91 324.86 226.74 98.12 1,321.83 627.33 8,183
Nov 8,183.17 324.86 229.39 85.47 1,551.22 722.80 7,954
Dec 7,953.78 324.86 232.07 92.79 1,783.29 815.59 7,722
2000 Jan 7,721.71 324.86 234.77 90.09 2,018.06 905.68 7,487
Feb 7,486.94 324.86 237.51 87.35 2,255.57 993.03 7,249
Mar 7,249.43 324.86 240.28 84.58 2,495.85 1,077.61 7,009
Apr 7,009.15 324.86 243.09 81.77 2,738.95 1,159.38 6,766
YEARLY SCHEDULE OF BALANCES AND PAYMENTS
Beginning Cumulative Cumulative Ending
Year Balance Payments Principal Interest Principal Interest Balance
---- --------- --------- --------- -------- ---------- ---------- -------
2000 $7,721.71 $3,898.32 $ 3,005 893 $ 4,788.51 $ 1,708.69 $ 4,716
2001 4,718.49 3,898.32 3,454 444 8,242.59 2,152.93 1,262
2002 1,262.41 1,299.44 1,262 37 9,505.00 2,189.96 0
EXHIBIT C1 (EXAMPLE)
LOAN AMORTIZATION
EOS BUILD OUT
Key Figures Inputs
Annual Loan Payments $ 2,576.40 Loan Principal Amount $ 6,282.00
Monthly Payments $ 214.70 Annual Interest Rate 14.00%
Interest in First Calendar Year $ 539.03 Loan Period in Years 3
Interest Over Term of Loan $ 1,447.20 Base Year of Loan 1999
Sum of All Payments $ 7,729.20 Base Month of Loan May
Payments In First 12 Months
Beginning Cumulative Cumulative Ending
Year Mont Balance Payments Principal Interest Principal Interest Balance
---- ---- --------- -------- --------- -------- ---------- ---------- -------
May $6,282.00 $ 214.70 $ 141.41 $ 73.29 $ 141.41 $ 73.29 $ 6,141
Jun 6,140.59 214.70 143.06 71.64 287.47 144.93 5,998
Jul 5,997.53 214.70 144.73 69.97 429.20 214.90 5,853
Aug 5,852.80 214.70 146.42 68.28 575.62 283.18 5,706
Sep 5,706.38 214.70 148.13 66.57 723.75 349.75 5,558
Oct 5,558.25 214.70 149.85 64.85 873.60 414.60 5,408
Nov 5,408.40 214.70 151.60 63.10 1,025.20 477.70 5,257
Dec 5,256.60 214.70 153.37 61.33 1,178.57 539.03 5,103
2000 Jan 5,106.43 214.70 155.16 59.54 1,333.73 598.57 4,948
Feb 4,948.27 214.70 156.97 57.73 1,490.70 656.30 4,791
Mar 4,791.30 214.70 158.80 55.90 1,649.50 712.20 4,633
Apr 4,632.50 214.70 160.65 54.05 1,810.15 766.25 4,472
YEARLY SCHEDULE OF BALANCES AND PAYMENTS
Beginning Cumulative Cumulative Ending
Year Balance Payments Principal Interest Principal Interest Balance
---- --------- --------- --------- -------- ---------- ---------- -------
2000 $5,103.43 $2,576.40 $ 1,986 590 $ 3,164.87 $ 1,129.13 $ 3,117
2001 3,117.13 2,576.40 2,283 294 5,447.68 1,422.72 834
2002 834.32 585.80 834 24 6,282.00 1,447.20 0