Lease No. WT-3250-B-21 (2516)
THE PORT AUTHORITY
OF
NEW YORK AND NEW JERSEY
WORLD TRADE CENTER
AGREEMENT OF LEASE
between
THE PORT AUTHORITY
OF
NEW YORK AND NEW JERSEY
and
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
THIS AGREEMENT, made as of the 29th day of February, 1996, by and
between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the
"Port Authority"), a body corporate and politic, created by Compact between the
States of New Jersey and New York, with the consent of the Congress of the
United States of America, and having an office at One World Trade Center, in the
borough of Manhattan, City, County, and State of New York, and ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇, INC., a corporation organized and existing under and by virtue of the
laws of the State of Delaware (hereinafter called the "Lessee"), having an
office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
whose representative is ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
WITNESSETH That:
The Port Authority and the Lessee, for and in consideration of the
rents, covenants and agreements hereinafter contained, mutually covenant and
agree as follows:
SECTION 1. Letting
The Port Authority hereby lets to the Lessee and the Lessee hereby
hires and takes from the Port Authority, at the World Trade Center (sometimes
hereinafter referred to as the "Facility"), in the Borough of Manhattan, City,
County and State of New York, the space as shown in diagonal hatching on the
sketch annexed hereto, made a part hereof and marked "Exhibit A" (such space
being located on the 21st floor of the South Tower Building sometimes known as
Suite 2112) together with the fixtures, improvements and other property of the
Port Authority located or to be located therein or thereon, the said space,
fixtures, improvements and other property of the Port Authority being
hereinafter collectively referred to as the "premises". The Port Authority and
the Lessee hereby acknowledge that the aforesaid premises constitute
non-residential real property.
SECTION 2. Term
The term of the letting under this Agreement shall commence at 12:01
o'clock A.M. on March 1, 1996 and shall, unless sooner terminated, or unless
extended, expire at 11:59 o'clock P.M. on February 28, 2006.
SECTION 3. Rights of User by the Lessee
The Lessee shall use the premises for the following purposes only and
for no other purpose whatsoever: (i) providing real estate, financial and
insurance consulting services to firms engaged in world trade and commerce and
to others; (ii) providing video and satellite syndication services domestically
and abroad; (iii) foreign and domestic, merchant and investment banking
operations; and (iv) acquisition, ownership, management, promotion, financing
and sale of foreign and domestic investments; and for such other type or types
of business or operations engaged in by other office tenants at the World Trade
Center whose eligibility and qualification are determined by the Port Authority
strictly on the basis of their functions, activities and services in world trade
and commerce.
SECTION 4. Basic Rental
(a) The Lessee agrees to pay to the Port Authority a basic rental for
the premises at an annual rate of One Hundred Twenty Seven Thousand Eight
Hundred Sixty Dollars and No Cents ($127,860.00), payable as stated in Section
44.
(b) If the commencement date of the letting under this Agreement is
other than the first day of a month, the basic rental for the portion of the
month during which the letting is effective shall be paid in advance and shall
be the amount of the monthly installment prorated on a daily basis using the
actual number of days in the month, and if the expiration or termination date of
the letting is other than the last day of a month, the basic rental for the
portion of the month during which the letting is effective shall be the amount
of the monthly installment similarly prorated.
(c) The basic rental shall be subject to adjustment during the letting
in accordance with the provisions of Schedule A attached to this Agreement and
hereby made a part hereof.
SECTION 5. Governmental Requirements
(a) The Lessee shall procure all licenses, certificates, permits or
other authorization from all governmental authorities having jurisdiction over
the operations of the Lessee at the premises or at the Facility which may be
necessary for the conduct of its operations.
(b) The Lessee shall pay all taxes, import duties, license,
certification, permit and examination fees, excises and other charges which may
be assessed, levied, exacted or imposed on its property, operations or occupancy
hereunder or any property whatsoever which may be received at the premises or on
the gross receipts or income herefrom and shall make all applications, reports
and return required in connection therewith. If any bond or other undertaking
shall be required by any governmental authority in connection with any of the
operations of the Lessee or any property received or exhibited by the Lessee at
the premises, the Lessee shall furnish the same and pay all other expenses in
connection therewith.
(c) The Lessee shall promptly observe, comply with and execute the
provisions of any and all present and future governmental laws, rules and
regulations, requirements, orders and directions which may pertain or apply to
the operations of the Lessee on the premises or at the Facility or its occupancy
of the premises, and the Lessee shall, in accordance with and subject to the
provisions of the Section of this Agreement entitled "Construction by the
Lessee," make any and all improvements, alterations or repairs of the premises
that may be required at any time hereafter by any such present or future law,
rule, regulation, requirement, order or direction.
(d) The Provisions of this Section are not to be construed as a
submission by the Port Authority to the application to itself of such
requirements, or any of them.
SECTION 6. Rules and Regulations
(a) The Lessee covenants and agrees to observe and obey (and to compel
its officers, members, employees, agents, representatives, contractors,
customers, guests, invitees and those doing business with it to observe and
obey) the Rules and Regulations of the Port Authority (a copy of which is
attached hereto, hereby made a part hereof and marked "Exhibit R") for the
government of the conduct and operations of the Lessee, and such further
reasonable rules and regulations (including amendments and supplements thereto)
as may from time to time and throughout the letting be promulgated by the Port
Authority for reasons of safety, health or preservation of property, or for the
maintenance of the good and orderly appearance of the premises and the Facility
or for the safe or efficient operation of the Facility. The Port Authority
agrees that, except in cases of emergency, it will give notice to the Lessee of
every such further rule or regulation adopted by it at least five (5) days
before the Lessee shall be required to comply therewith.
(b) No statement or provision in the said Rules and Regulations shall
be deemed a representation or promise by the Port Authority that any services or
privileges described therein shall be or remain available or that such charges,
prices, rates or fees, if any, as are stated therein shall be or remain in
effect all of the same being subject to change by the Port Authority from time
to time whenever it deems a change advisable.
SECTION 7. Responsibilities of the Lessee
(a) The Lessee shall conduct its operations in an orderly and proper
manner and so as not to annoy, disturb or be offensive to others at the
Facility, and the Lessee shall control the conduct, demeanor and appearance of
its officers, members, employees, agents, representatives, contractors,
customers, guests, invitees and those doing business with it. Upon reasonable
objection from the Port Authority concerning the conduct, demeanor or appearance
of any such the Lessee shall immediately take all steps necessary to remove the
cause of the objection.
(b) The Lessee shall not commit any nuisance on the premises, or do or
permit to be done anything which may result in the creation or commission of a
nuisance on the premises, and the Lessee shall not cause or permit to be caused
or produced upon the premises, to permeate the same or to emanate therefrom, any
unusual, noxious or objectionable smokes, gases, vapors, odors or objectionable
noises.
(c) The Lessee shall not keep, maintain, place or install in the
premises any fixtures or equipment the use of which is not consistent with and
required for the purposes of the letting as set forth in the Section of this
Agreement entitled "Rights of User by the Lessee" and the Lessee shall not use
or connect any equipment or engage in any activity or operation in the premises
which will cause an overloading of the capacity of any existing or future
utility, mechanical, electrical, communication or other systems, or portion
thereof, serving the premises, nor shall the Lessee do or permit to be done
anything which may interfere with the effectiveness or accessibility of existing
and future utility, mechanical, electrical, communication or other systems or
portions thereof on the premises or elsewhere at the Facility.
(d) The Lessee shall not overload any floor, roadway, passageway,
pavement or other surface or any wall, partition, column or other supporting
member, or any elevator or other conveyance, in the premises or at the Facility
and without limiting any other provision of this Agreement, the Lessee shall
repair, replace or rebuild any such damaged by overloading.
(e) The Lessee shall not install, maintain or operate or permit the
installation, maintenance or operation on the premises of any vending machine or
service designed to disperse or sell food, beverages, tobacco products or
merchandise of any kind, whether or not included in the above categories, or any
restaurant, cafeteria, kitchen, stand or other establishment for the
preparation, dispensing or sale of food, beverages, tobacco or tobacco products,
or merchandise of any kind or any equipment or device for the furnishing to the
public of a service of any kind, including without limitation thereto any
telephone pay-stations.
(f) The Lessee shall not use or make any reference, by advertising or
otherwise, to the names "World Trade Center" (except to designate the Lessee's
business address and then only in a conventional manner and without emphasis or
display), "Port of New York Authority," "Port Authority" or any simulation or
abbreviation of any such names, or any emblem, picture or reproduction of the
World Trade Center, for any purpose whatsoever. Furthermore, the Lessee shall
not make use of or originate any material intended for publication or visual or
oral presentation which may tend to impair the reputation of the World Trade
Center or its desirability. Upon notice from the Port Authority the Lessee shall
immediately discontinue any such use or reference.
(g) The Lessee shall not do or permit to be done any act or thing upon
the premises or at the Facility which will invalidate or conflict with any
insurance policies covering the premises or any part thereof, or the Facility,
or any part thereof, or which, in the opinion of the Port Authority, may
constitute an extra-hazardous condition, so as to increase the risks normally
attendant upon the operations contemplated by the Section of this Agreement
entitled "Rights of User by the Lessee," and the Lessee shall promptly observe,
comply with and execute the provisions of any and all present and future rules
and regulations, requirements, orders and directions of the National Fire
Protection Association and the New York Fire Insurance Rating Organization, and
of any other board or organization exercising or which may exercise similar
functions, which may pertain or apply to the operations of the Lessee on the
premises, and the Lessee shall, subject to and in accordance with the provisions
of the Section of this Agreement entitled "Construction by the Lessee," make any
and all improvements, alterations or repairs of the premises that may be
required at any time hereafter by any such present or future rule, regulation,
requirement, order or direction, and if by reason of any failure on the part of
the Lessee to comply with the provisions of this Agreement any insurance rate on
the premises or any part thereof, or on the Facility or any part thereof, shall
at any time be higher than it otherwise would be, then the Lessee shall pay to
the Port Authority, as an item of additional rental, that part of all insurance
premiums paid by the Port Authority which shall have been charged because of
such violation or failure by the Lessee, but no such payment shall relieve the
Lessee of its other obligations under this paragraph.
(h) The Lessee recognizes that the Port Authority has undertaken the
planning, construction and operation of the Facility as a facility of commerce
pursuant to concurrent legislation of the State of New York, Chapter 209, Laws
of New York, 1962 and the State of New Jersey, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇. The purpose, character and scope of the Lessee's occupancy, operation and
usage of the premises as described in Section 3 of this Agreement are of primary
importance and inducement to the Port Authority in entering into this Agreement
of lease with the Lessee. The Lessee has represented to the Port Authority that
all its occupancy, operation and usage, throughout the term of the letting
hereunder will be in strict accordance with and subject to the provisions and
requirements of Section 3 of this Agreement and the Port Authority has relied on
such representations in entering into this Agreement. Without affecting the
Lessee's liability for any breach of this representation and it obligations
hereunder, in the event that the Lessee is not in compliance with all the
requirements of Section 3 and of this paragraph (h) within thirty (30) days
after notice of non compliance by the Port Authority (except where compliance
cannot reasonably be made with thirty (30) days and the Lessee shall have
commenced to perform whatever may be required for compliance within thirty (30)
days after the receipt of such notice and continues such performance without
interruption), the Port Authority may by five (5) days' notice terminate this
Agreement and the letting hereunder and the same shall be and operate as a
conditional limitation and have the same effect as if it were specifically
included as a ground for termination under subdivision (a) of Section 20 of this
Agreement.
SECTION 8. Maintenance and Repair
(a) Except to the extent of such items of cleaning service as may be
supplied by the Port Authority as stated in Section 42, the Lessee shall at all
times keep the premises in a clean and orderly condition and appearance,
together with all fixtures, equipment and personal property of the Lessee
located in or on the premises, including without limitation thereto the interior
surface of windows and both sides of all entrance doors.
(b) The Lessee shall repair, replace, rebuild and paint all or any part
of the premises or of the Facility which may be damaged or destroyed by the acts
or omissions of the Lessee, its officers, members, employees, agents,
representatives, contractors, customers, guests, invitees or other persons who
are doing business with the Lessee or who are on or at the premises or the
Facility with the consent of the Lessee.
(c) The Lessee shall take good care of the premises, including therein,
without limitation thereto, walls, partitions, floors, ceilings, doors and
columns, and all parts thereof, and all equipment and fixtures, and shall make
all necessary non-structural repairs, replacements, rebuilding necessary to keep
the premises in the condition existing at the commencement date of the letting
and to keep any improvements, additions and fixtures made or installed during
the term of the letting in the condition they were in when made or installed
except for reasonable wear which does not adversely affect the watertight
condition or structural integrity of the building or adversely affect the
efficient or proper utilization or the appearance of any part of the premises.
(d) In the event the Lessee fails to commence so to make or do any
repair, replacements, rebuilding or painting required by this Agreement within a
period of thirty (30) days after notice from the Port Authority so to do except
in cases of emergency, or fails diligently to continue to completion the repair,
replacement, rebuilding or painting of all of the premises required to be
repaired, replaced, rebuilt or painted by the Lessee under the terms of this
Agreement, the Port Authority may, at its option, and in addition to any other
remedies which may be available to it, repair, replace, rebuild or paint all or
any part of the premises included in the said notice, the Port Authority's cost
thereof to be paid by the Lessee on demand. This option or the exercise thereof
shall not be deemed to create or imply any obligation or duty to the Lessee or
others.
(e) The obligation of the Lessee as set forth in paragraphs (b) and (c)
of this Section, in the event of damage or destruction covered by any contract
of insurance under which the Port Authority is the insured, is hereby released
to the extent that the loss is recouped by actual payment to the Port Authority
of the proceeds of such insurance; provided, however, that if at any time
because of this release the insurance carrier of any policy covering the
premises or any part thereof shall increase the premiums otherwise payable for
fire, extended coverage or rental coverage applicable to the premises, the
Lessee shall pay to the Port Authority an amount equivalent to such increase or
increases on demand; and provided further, that if at any time this release
shall invalidate any such policy of insurance or reduce, limit or void the
rights of the Port Authority thereunder, or if because of this release, any such
insurance carrier shall cancel any such policy or shall refuse to issue or renew
the same or shall refuse to issue a policy with an endorsement thereon under
which this release is permitted without prejudice to the interest of the insured
or shall cancel such endorsement or refuse to renew the same or shall take any
other action to alter, decrease or diminish the benefits of the Port Authority
under the policy, then the release shall be void and of no effect. Nothing
herein shall be construed to imply an obligation on the Port Authority to carry
any such insurance policy or to obtain or keep in force any such endorsement.
SECTION 9. Casualty
(a) In the event that, as a result of a casualty insured against by the
Port Authority under the New York standard form of fire insurance policy carried
by it on the premises, the premises are damaged without the fault of the Lessee,
its officers, members, employees, customers, guests, invitees or other persons
who are doing business with the Lessee or who are on the premises with the
Lessee's consent, so as to render the premises untenantable in whole or part,
then
(1) if the Port Authority finds that the necessary repairs or
rebuilding can be completed within one hundred eighty (180) days after
the occurrence of the damage, the Port Authority shall repair or
rebuilt with due diligence, and the rental hereunder shall be abated,
as hereinafter provided in the Section of this Agreement entitled
"Abatement of Rental," only for the period from the occurrence of the
damage to the completion of the repairs or rebuilding, whether or not
the work of repair or rebuilding is actually completed within the said
ninety (90) days; or
(2) if the Port Authority finds that such repairs or
rebuilding cannot be completed within one hundred eighty (180) days
after the occurrence of the damage, or if the Port Authority concludes
that other than the premises also require rebuilding, then the Port
Authority shall have options: (i) to proceed with due diligence to
repair or to rebuild the premises as necessary; or (ii) to terminate
the letting as to the damaged portion of the premises only, and the
rental hereunder shall be abated as provided in the Section of this
Agreement entitled "Abatement of Rental," from and after the occurrence
of the damage, or (iii) to terminate the letting as to the entire
premises; and in the case of (i) and (iii), the rental hereunder shall
be abated, as provided in the Section of this Agreement entitled
"Abatement of Rental," either, as the case may require, for the period
from the occurrence of the damage to the completion of repairs and
rebuilding of the premises or for the period from the occurrence of the
damage to the effective date of termination.
(b) The parties do hereby stipulate that neither the provisions of
Section 227 of the Real Property Law of the State of New York nor those of any
other similar statute shall extend or apply to this Agreement.
(c) The Lessee shall give the Port Authority immediate notice in case
of any fire, accident or casualty in the premises or elsewhere in the Facility
if the occurrence elsewhere in the Facility is known to and involves the Lessee,
its officers, members, employees, agents, representatives, contractors, or is
known to any of them and involves customers, guests or invitees of the Lessee.
(d) In the event of a partial or total destruction of the premises, the
Lessee shall immediately remove any and all of its property and all debris from
the premises or the portion thereof destroyed and if the Lessee does not
promptly so remove, the Port Authority may remove the Lessee's property to a
public warehouse for deposit or retain the same in its own possession and sell
the same at public auction, the proceeds of which shall be applied first to the
expenses of removal, storage and sale, second to any sums owed by the Lessee to
the Port Authority, with any balance remaining to be paid to the Lessee; if the
expenses of such removal, storage and sale shall exceed the proceeds of sale,
the Lessee shall pay such excess to the Port Authority upon demand.
SECTION 10. Indemnity
(a) The Lessee shall indemnify and hold harmless the Port Authority,
its Commissioners, officers, agents and employees from (and shall reimburse the
Port Authority for the Port Authority's costs or expenses including legal
expenses incurred in connection with the defense of) all claims and demands of
third persons including but not limited to those for death, for personal
injuries, or for property damages, arising out of any default of the Lessee in
performing or observing any term or provision of this Agreement, or out of the
use of occupancy of the premises by the Lessee or by others with its consent, or
out of any of the acts or omissions of the Lessee, its officers, members,
employees, agents, representatives, contractors, customers, guests, invitees and
other persons who are doing business with the Lessee or who are at the premises
with the Lessee's consent where such acts or omissions are on the premises, or
arising out of any acts or omissions of the Lessee, its officers, members,
employees, agents and representatives where such acts or omissions are
elsewhere.
(b) If so directed, the Lessee shall at its own expense defend any suit
based upon any such claim or demand (even if such suit, claim or demand is
groundless, false or fraudulent), and in handling such it shall not, without
obtaining express advance permission from the General Counsel of the Port
Authority, raise any defense involving in any way the jurisdiction of the
tribunal over the person of the Port Authority, the immunity of the Port
Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provision of any statutes respecting suits
against the Port Authority.
SECTION 11. Ingress and Egress
The Lessee solely for itself, its officers, employees and such business
invitees as are at the premises in connection with the transaction of the
regular business of the Lessee, shall have the right of ingress and egress
between the premises and the City streets outside the Facility. Such right shall
be exercised by means of such corridors, lobbies, public area and pedestrian or
vehicular ways, and by means of such elevators, escalators or other facilities
for movement of persons or property, to be used subject to all the provisions of
this Agreement and in common with others having rights of passage and movement
within the Facility, as may from time to time be designated by the Port
Authority for the use of the public. The use of any such facility, way or other
area shall be subject to the rules and regulations of the Port Authority which
are now in effect or which may hereafter be promulgated for the safe and
efficient operation of the Facility. The Port Authority may, at any time,
temporarily or permanently close, move, change or limit the use of, or consent
to or request the closing, moving, changing or limitation of the use of, any
such facility, way or any other area at or near the Facility presently or
hereafter used as such, so long as a reasonably comparable means of ingress and
egress as provided above remains available to the Lessee. The Lessee hereby
releases and discharges the Port Authority, and all municipalities and other
governmental authorities, and their respective successors and assigns, of and
from any and all claims, demands, or causes of action which the Lessee may now
or at any time hereafter have against any of the foregoing, arising or alleged
to arise out of the closing, changing or limitation of the use of any facility,
way or other area, whether within or outside the Facility. The Lessee shall not
do or permit anything to be done which will interfere with the free access and
passage of others to space adjacent to the premises or in any areas, streets,
ways, facilities and walks near the premises.
SECTION 12. Construction by the Lessee
The Lessee shall not erect any structures, make any modifications,
alterations, additions, improvements, repairs or replacements or do any
construction work on or to the premises, or install any fixtures in or on the
premises (other than trade fixtures, removable without injury to the premises)
without the prior consent of the Port Authority which consent will not be
exercised arbitrarily, and in the event any construction, improvement,
alteration, modification, addition, repair or replacement is made or done with
or without such consent and unless the consent of the Port Authority shall
expressly provide otherwise, the same shall immediately become the property of
the Port Authority and the Lessee shall have no right to change or remove the
same either during the term or at the expiration thereof. Notwithstanding the
foregoing, immediately upon notice from the Port Authority given at any time
during the letting, the Lessee shall remove or change any of the same made or
done by it without the Port Authority's consent, and in the case of any of the
same made or done with the Port Authority's consent, the Lessee if so required
by notice from the Port Authority, shall remove or change the same immediately
upon the expiration or termination of the letting, or immediately upon receipt
of such notice as may be given within sixty (60) days after such expiration or
termination provided, however, that if the Lessee so requests by written notice
given to the Port Authority not earlier than one hundred twenty (120) days prior
to, nor later than sixty (60) days after the expiration of the term of the
letting, the Port Authority within thirty (30) days after receipt of such notice
will notify the Lessee as to which construction, improvement, alteration,
modification, repair or replacement made by the Lessee has to be removed or
changed. With respect to any modifications, additions, alterations,
improvements, installations or construction made or done by the Port Authority
at the request of the Lessee either prior to or during the term of the letting,
the Lessee shall have the same obligations as provided above with respect to
that made or done by the Lessee with the Port Authority's consent.
SECTION 13. Signs
Except with the prior consent of the Port Authority, the Lessee shall
not erect, maintain or display any signs, advertising posters or similar devices
at or on the exterior parts of the premises or in the premises so as to be
visible through the windows, glass walls or exterior doors thereof. Upon the
expiration or termination of the letting, the Lessee shall remove, obliterate or
paint out, as the Port Authority may direct, any and all signs and advertising,
posters or similar devices, and in connection therewith shall restore the area
affected to the same condition as at the commencement of the letting.
SECTION 14. Injury and Damage to Person or Property
The Port Authority shall not be liable to the Lessee or others for any
personal injury, death or property damage from falling material, water, rain,
hail, snow, gas, steam, dampness, explosion, smoke, radiation, and/or
electricity, whether the same may leak into or fall, issue, or flow from any
part of the premises or of the Facility, including without limitation thereto
any utility, mechanical, electrical, communication or other systems therein, or
from any other place or quarter unless said damage, injury or death shall be due
to the negligent acts or omissions of the Port Authority, its employees or
agents.
SECTION 15. Additional Rent and Charges
(a) If the Lessee shall fail or refuse to perform any of its
obligations under this Agreement and the applicable cure period has lapsed with
respect thereto, the Port Authority, in addition to all other remedies available
to it, shall have the right to perform any of the same and the Lessee shall pay
the Port Authority's cost thereof on demand. If the Port Authority has paid any
sum or sums or has incurred any obligations, expense or cost which the Lessee
has agreed to pay or reimburse the Port Authority for, or if the Port Authority
is required or elects to pay any sum or sums or incurs any obligations, expense
or cost by reason of the failure, neglect or refusal of the Lessee to perform or
fulfill any one or more of the conditions, covenants or agreements contained in
this Agreement, or as a result of an act or omission of the Lessee contrary to
the said conditions, covenants and agreements, including any legal expense or
cost in connection with any actions or proceeding brought by the Port Authority
against the Lessee or by third parties against the Port Authority, the Lessee
agrees to pay the sum or sums so paid or the expense and the Port Authority's
cost so incurred, including all interest costs, damages and penalties, and the
same may be added to any installment of rent thereafter due hereunder and each
and every part of the same shall be and become additional rent, recoverable by
the Port Authority in the same manner and with like remedies as if it were
originally a part of the basic rental as set forth in the Section of this
Agreement entitled "Basic Rental".
(b) "Cost" or "costs" of the Port Authority in this Agreement shall
mean and include (1) payroll costs including but not limited to contributions to
the retirement system, or the cost of participation in other pension plans or
systems, insurance costs, sick leave pay, holiday, vacation, authorized absence
pay or other fringe benefits; (2) cost of materials (hereinafter called the
"Lessee"), supplies and equipment used (including rental thereof); (3) payments
to contractors; (4) any other direct costs; and (5) 30% of the foregoing.
SECTION 16. Rights of Entry Reserved
(a) The Port Authority, by its officers, employees, agents,
representatives and contractors shall have the right at all reasonable times on
two (2) business days' oral notice, except in cases of emergency to enter upon
the premises for the purpose of inspecting the same, for observing the
performance by the Lessee of its obligations under this Agreement, and for the
doing of any act or thing which the Port Authority may be obligated or have the
right to do under this Agreement or otherwise.
(b) Without limiting the generality of the foregoing, the Port
Authority, by its officers, employees, representatives and contractors, shall
have the right, for the benefit of the Lessee or for the benefit of others at
the Facility, to maintain initially existing and future utility, mechanical,
electrical, communication and other systems or portions thereof on the premises,
and to enter upon the premises at all reasonable times to make such repairs,
alterations and replacements as may, in the opinion of the Port Authority, be
deemed necessary or advisable and, from time to time, to construct or install
over, in, under or through the premises new lines, pipes, mains, wires,
conduits, equipment and other such; and to use the premises for access to other
portions of the Facility not otherwise conveniently accessible; provided,
however, that such repair, alteration, replacement, construction or access shall
not unreasonably interfere with the use of the premises by the Lessee. The Port
Authority shall use reasonable efforts to minimize the adverse aesthetic impact
of the repairs, alterations, constructions or installations made to the premises
pursuant to this paragraph and shall repair any damage to the premises caused
thereby.
(c) In the event that any property of the Lessee shall obstruct the
access of the Port Authority, its employees, agents or contractors to any of the
existing or future utility, mechanical, electrical, communication and other
systems and thus shall interfere with the inspection, maintenance, repair or
modification of any such system, the Lessee shall move such property as
requested by the Port Authority, in order that the access may be had to the
system or part thereof for its inspection, maintenance, repair or modification.
(d) Nothing in this Section shall or shall be construed to impose upon
the Port Authority any obligations so to construct or maintain or to make
repairs, replacements, alterations or additions, or shall create any liability
for any failure so to do. The Lessee is and shall be in exclusive control and
possession of the premises and the Port Authority shall not in any event be
liable for any injury or damage to any property or to any person happening on or
about the premises nor for any injury or damage to any property or to any person
happening on or about the premises nor for any injury or damage to the premises
nor to any property of the Lessee or of any other person located therein or
thereon (other than those occasioned by the negligent acts or omissions of the
Port Authority).
(e) At any time and from time to time during normal business hours upon
reasonable notice within the six (6) months next preceding the expiration of the
letting, the Port Authority, by its agents and employees, whether or not
accompanied by prospective lessees, occupiers or users of the premises, shall
have the right to enter thereon for the purpose of exhibiting and viewing all
parts of the same.
(f) If, during the last month of the letting, the Lessee shall have
removed all or substantially all of the Lessee's property from the premises, the
Port Authority may immediately enter and alter, renovate and redecorate the
premises and change locks on doors in the premises.
(g) The exercise of any or all of the foregoing rights by the Port
Authority or others shall not be or be construed to be an eviction of the Lessee
nor be made the grounds for any abatement of rental or any claim or demand for
damages, consequential or otherwise.
SECTION 17. Condemnation
(a) In any action or proceeding instituted by any governmental or other
authorized agency or agencies for the taking for a public use of any interest in
all or any part of the premises, or in case of any deed, lease or other
conveyance in lieu thereof (all of which are in this Section referred to as
"taking or conveyance") the Lessee shall not be entitled to assert any claim to
any compensation, award or part thereof made or to be made therein or therefor
or any claim to any consideration or rental or any part thereof paid therefor,
or to institute any action or proceeding or to assert any claim against such
agency or agencies or against the Port Authority for or on account of any such
taking or conveyance, except for the possible claim to an award for trade
fixtures owned and installed by the Lessee, it being understood and agreed
between the Port Authority and the Lessee that the Port Authority shall be
entitled to all the compensation or awards made or to be made or paid and all
such consideration or rentals, free of any claim or right of the Lessee. No
taking by or delivery to any governmental authority under this paragraph (a)
shall be or be construed to be an eviction of the Lessee or be the basis for any
claim by the Lessee for damages, consequential or otherwise.
(b) In the event of a taking or conveyance of the entire premises by
any governmental or other authorized agency or agencies, then the letting under
this Agreement shall, as of the date possession is taken from the Port Authority
by such agency or agencies, cease and determine in the same manner and with the
same effect as if the term of the letting had on that date expired.
(c) In the event of a taking or conveyance by any governmental or other
authorized agency or agencies of a part of the premises then the letting as to
such part only shall, as of the date possession thereof be taken from the Port
Authority by such agency or agencies, cease and determine, and the rental
thereafter to be paid by the Lessee to the Port Authority shall be abated as
provided in the Section of this Agreement entitled "Abatement of Rental" from
and after the date of such taking or conveyance.
(d) In the event that the taking or conveyance or the delivery by the
Lessee or taking by the Port Authority pursuant to Section 41 covers twenty-five
per cent (25%) or more of the total usable area of the premises, then the Lessee
and the Port Authority shall each have an option exercisable by notice given
within ten (10) days after such taking or conveyance, to terminate the letting
hereunder, as of the date of such taking, and such termination shall be
effective as if the date of such taking were the original date of expiration
hereof.
SECTION 18. Abatement of Rental
(a) In the event that the Lessee shall at any time become entitled to
an abatement of rent, the basic rental set forth in the Section of the Agreement
entitled "Basic Rental" shall be abated for the period the abatement is in
effect by the same percentage that the area of the part of the premises the use
of which is denied to the Lessee is of the total area of the premises.
(b) For the purposes of this Section, the number of square feet
contained in the premises or parts thereof shall be computed as follows: By
measuring from the inside surface of outer building walls to the surface of the
public area side, or of the non-exclusive area side, as the case may require, of
all partitions separating the space measured from adjoining areas designated for
the use of the public or for use by the Lessee in common with others, and to the
center of partitions separating the space measured from adjoining space
exclusively used by others; no deduction will be made for columns, partitions,
pilasters or projections necessary to the building and contained within the
space measured. Permanent partitions enclosing elevator shafts, stairs,
fire-towers, vents, pipe-shafts, meter-closets, flues, stacks and any vertical
shafts have the same relation to the space measured as do outer building walls.
(c) In the event that during the term of the letting under this
Agreement the Lessee shall be partially evicted and shall remain in possession
of the premises or the balance thereof, the Lessee agrees that notwithstanding
it might have the right to suspend payment of the rent in the absence of this
provision, it agrees to pay and will pay at the times and in the manner herein
provided, the full rent reserved less only an abatement thereof computed in
accordance with the above.
SECTION 19. Assignment and Sublease
(a) The Lessee shall not assign, sell, convey, transfer, mortgage, or
pledge this Agreement or any part thereof, or any rights created thereby or the
letting, or any part thereof, without the prior written consent of the Port
Authority.
(b) The Lessee shall not sublet the premises, or any part thereof,
without the prior written consent of the Port Authority.
(c) If the Lessee assigns, sells, conveys, transfers, mortgages,
pledges or sublets in violation of paragraphs (a) or (b) of this Section or if
the premises are occupied by anybody other than the Lessee, the Port Authority
may collect rent from any assignee, sublessee or anyone who claims a right to
this Agreement or letting or who occupies the premises, and shall apply the net
amount collected to the base rental herein reserved; and no such collection
shall be deemed a waiver by the Port Authority of the covenants contained in
paragraphs (a) and (b) of this Section nor any acceptance by the Port Authority
of any such assignee, sublessee, claimant or occupant as Lessee, nor a release
of the Lessee by the Port Authority from the further performance by the Lessee
of the covenants contained herein. The granting of consent by the Port Authority
to any assignment or subletting shall not be deemed to operate as a waiver of
the requirement for obtaining the express prior written consent of the Port
Authority to any other or subsequent assignment or subletting.
(d) The Lessee shall not use, or permit any person to use, the premises
or any portion thereof, except for the purposes set forth in the Section of this
Agreement entitled "Rights of User by the Lessee."
SECTION 20. Termination
(a) If any one or more of the following events shall occur, that is to
say:
(1) The Lessee shall take the benefit of any present or future
insolvency statute, or shall make a general assignment for the benefit
of creditors, or file a voluntary petition in bankruptcy or a petition
or answer seeking an arrangement or its reorganization of the
readjustment of its indebtedness under the federal bankruptcy laws or
under any other law or statute of the United States or of any State
thereof, or consent to the appointment of a receiver, trustee, or
liquidator of all or substantially all its property; or
(2) By order or decree of a court the Lessee shall be adjudged
bankrupt or an order shall be made approving a petition filed by any of
the creditors or, if the Lessee is a corporation, by any of the
stockholders of the Lessee, seeking its reorganization or the
readjustment of its indebtedness under the federal bankruptcy laws or
under any law or statute of the United States or of any State thereof;
or
(3) A petition under any part of the federal bankruptcy laws
or an action under any present or future insolvency law or statute
shall be filed against the Lessee and shall not be dismissed within
thirty (30) days after the filing thereof; or
(4) The letting hereunder or the interest or estate of the
Lessee under this Agreement shall be transferred to, pass to or devolve
upon, by operation of law or otherwise, any other person, firm or
corporation; or
(5) The Lessee, if a corporation, shall, without the prior
consent of the Port Authority, become a possessor or merged corporation
in a merger, a constituent corporation in a consolidation, or a
corporation in dissolution; or
(6) The Lessee is a partnership, and the said partnership
shall be dissolved as the result of any act or omission of its partners
or any of them, or by operation of law or the order or decree of any
court having jurisdiction, or for any other reason whatsoever; or
(7) By or pursuant to, or under authority of any legislative
act, resolution or rule, or any order or decree of any court or
governmental board, agency or officer, a receiver, trustee, or
liquidator shall take possession or control of all or substantially all
the property of the Lessee, or any execution or attachment shall be
issued against the Lessee or any of its property, whereupon possession
of the premises shall be taken by someone other than the Lessee, and
any such possession or control shall continue in effect for a period of
thirty (30) days; or
(8) Any lien against the premises because of any act or
omission of the Lessee and is not removed or bonded within thirty (30)
days; or
(9) The Lessee shall voluntarily abandon, desert, vacate or
discontinue its operations in the premises, or, after exhausting or
abandoning any right of further appeal, the Lessee shall be prevented
for a period of ninety (90) days by action of any governmental agency
from conducting its operations on the premises, regardless of the fault
of the Lessee; or the Lessee shall fail to take occupancy and commence
operations within forty-five (45) days after the commencement date; or
(10) The Lessee shall fail duly and punctually to pay the
rentals or to make any other payment required hereunder when due to the
Port Authority after notice; or
(11) The Lessee shall fail to keep, perform and observe each
and every other promise, covenant and agreement set forth in this
Agreement on its part to be kept, performed, or observed, within twenty
(20) days after receipt of notice of default thereunder from the Port
Authority (except where fulfillment of its obligation requires activity
over a period of time, and the Lessee shall have commenced to perform
whatever may be required for fulfillment, within ten (10) days after
receipt of notice and continues such performance without interruption
except for causes beyond its reasonable control); or
(12) If this Agreement shall require a guarantor of one or
more of the Lessee's obligations under this Agreement and any of the
events described in subparagraphs (1), (2), (3) or (7) above shall
occur to or with respect to the guarantor (whether or not they shall
also occur to or with respect to the Lessee);
then upon the occurrence of any such event or at any time thereafter during the
continuance thereof, the Port Authority may by five (5) days' notice terminate
the letting, such termination to be effective upon the date specified in such
notice. Such right of termination and the exercise thereof shall be and operate
as a conditional limitation.
(b) If any of the events enumerated in paragraph (a) of this Section
shall occur prior to the commencement of the letting, the Lessee shall not be
entitled to enter into possession of the premises and the Port Authority upon
the occurrence of any such event or at any time thereafter during the
continuance thereof by two (2) business days notice may cancel the interest of
the Lessee under this Agreement, such cancellation to be effective upon the date
specified in such notice.
(c) No acceptance by the Port Authority of rentals, fees, charges or
other payments in whole or in part for any period or periods after a default in
any of the terms, covenants and conditions to be performed, kept or observed by
the Lessee shall be deemed a waiver of any right on the part of the Port
Authority to terminate the letting.
(d) No waiver by the Port Authority of any default on the part of the
Lessee in performance of any of the terms, covenants or conditions hereof to be
performed, kept or observed by the Lessee shall be or be construed to be a
waiver by the Port Authority of any other subsequent default in performance of
any of the said terms, covenants and conditions.
(e) The rights of termination described above shall be in addition to
any other rights of termination provided in this Agreement and in addition to
any rights and remedies that the Port Authority would have at law or in equity
consequent upon any breach of this Agreement by the Lessee, and the exercise by
the Port Authority of any right of termination shall be without prejudice to any
other such rights and remedies.
(f) The Lessee shall not interpose any counterclaims in any summary
proceeding or action for non-payment of rental which may be brought by the Port
Authority unless such counterclaim, if not interposed, would be unavailable to
the Lessee in a separate proceeding.
SECTION 21. Right of Re-entry
The Port Authority shall, as an additional remedy upon the giving of a
notice of termination as provided in the Section of this Agreement entitled
"Termination," have the right to re-enter the premises and every part thereof
upon the effective date of termination without further notice of any kind, and
may regain and resume possession either with or without the institution of
summary or any other legal proceedings or otherwise. Such re-entry, or regaining
or resumption of possession, however, shall not in any manner affect, alter or
diminish any of the obligations of the Lessee under this Agreement, and shall in
no event constitute an acceptance of surrender.
SECTION 22. Survival of the Obligations of the Lessee
(a) In the event that the letting shall have been terminated in
accordance with a notice of termination as provided in the Section of this
Agreement entitled "Termination," or the interest of the Lessee canceled
pursuant thereto, or in the event that the Port Authority has re-entered,
regained or resumed possession of the premises in accordance with the provisions
of the Section of this Agreement entitled "Right of Re-entry," all the
obligations of the Lessee under this Agreement shall survive such termination or
cancellation, re-entry, regaining or resumption of possession and shall remain
in full force and effect for the full term of this Agreement, and the amount or
amounts of damages or deficiency shall become due and payable, as more
specifically stated in paragraph (b) below, to the Port Authority to the same
extent, at the same time or times and in the same manner as if no termination,
cancellation, re-entry, regaining or resumption of possession has taken place.
(b) Immediately upon any termination or cancellation pursuant to the
Section of this Agreement entitled "Termination," or upon any re-entry,
regaining or resumption of possession in accordance with the Section of this
Agreement entitled "Right of Re-entry," there shall become due and payable by
the Lessee to the Port Authority, in addition to rental accrued prior to the
effective date of termination, without notice or demand and as damages, the sum
of the following:
(1) subject to the provisions of paragraph (c) below, an
amount equal to the then present value of all basic rental provided for
in this Agreement for the entire term, following the effective date of
termination as originally fixed in the Section of this Agreement
entitled "Term" less the amount thereof which may have been actually
paid by the Lessee;
(2) the amount of all other unfulfilled monetary obligations
of the Lessee under this Agreement, including without limitation
thereto, all sums constituting additional rental hereunder and the cost
to and expenses of the Port Authority for fulfilling all other
obligations of the Lessee which would have accrued or matured during
the balance of the term or on the expiration date originally fixed or
within a stated time after expiration or termination; and
(3) an amount equal to the cost to and the expenses of the
Port Authority in connection with the termination, cancellation,
regaining possession and restoring and reletting the premises, the Port
Authority's legal expenses and cost, and the Port Authority's cost and
expenses for the care and maintenance of the premises during any period
of vacancy, and any brokerage fees and commissions in connection with
any reletting.
(c) The Port Authority may at any time bring an action to recover all
the damages as set forth above not previously recovered in separate actions, or
it may bring separate actions to recover the items of damages forth in
subparagraphs (2) and (3) of paragraph (b) above and separate actions
periodically to recover from time to time only such portion of the damages set
forth in subparagraph (1) of paragraph (b) above as would have accrued as rental
up to the time of the action if there had been no termination or cancellation.
In any such action the Lessee shall be allowed a credit against its survived
damages obligations equal to the amounts which the Port Authority shall have
actually received from any tenant, licensee, permittee or other occupier of the
premises or a part thereof during the period for which damages are sought, and
if recovery is sought for a period subsequent to the date of such a credit equal
to the market rental value of the premises during such period (discounted to
reflect the then present value thereof). If at the time of such action the Port
Authority has relet the premises, the rental for the premises obtained through
such reletting shall be deemed to be the market rental value of the premises or
be deemed to be the basis for computing such market rental value if less than
the entire premises were relet. In no event shall any credit allowed to the
Lessee against its damages for any period exceed the then present value of the
basic rental which would have been payable under this Agreement during such
period if a termination or cancellation had not taken place. In determining
present value of rental an interest rate of 4% per annum shall be used.
SECTION 23. Reletting by the Port Authority
The Port Authority, upon termination or cancellation pursuant to the
Section of this Agreement entitled "Termination," or upon any re-entry,
regaining or resumption of possession pursuant to the Section of this Agreement
entitled "Right of Re-entry," may occupy the premises or may relet the premises
and shall have the right to permit any person, firm or corporation to enter upon
the premises and use the same. The Port Authority may grant free rental or other
concessions and such reletting may be of part only of the premises or of the
premises or a part thereof together with other space, and for a period of time
the same as or different from the balance of the term hereunder remaining, and
on terms and conditions and for purposes the same as or different from those set
forth in this Agreement. The Port Authority shall also, upon termination or
cancellation pursuant to the Section of this Agreement entitled "Termination,"
or upon its re-entry, regaining or resumption of possession pursuant to the
Section of this Agreement entitled "Right of Re-entry," have the right to repair
or to make structural or other changes in the premises, including changes which
alter the character of the premises and the suitability thereof for the purposes
of the Lessee under this Agreement, without affecting, altering or diminishing
the obligations of the Lessee hereunder. In the event either of any reletting or
of any actual use and occupancy by the Port Authority (the mere right to use and
occupy not being sufficient however) there shall be credited to the account of
the Lessee against its survived obligations hereunder any net amount remaining
after deducting from the amount actually received from any lessee, licensee,
permittee or other occupier as the rental or fee for the use of the said
premises or portion thereof during the balance of the letting as the same is
originally stated in this Agreement, or from the market value of the occupancy
of such portion of the premises as the Port Authority may during such period
actually use and occupy, all expenses, costs and disbursements incurred or paid
by the Port Authority in connection therewith. No such reletting or such use and
occupancy shall be or be construed to be an acceptance of a surrender.
SECTION 24. Waiver of Redemption
The Lessee hereby waives any and all rights of redemption, granted by
or under any present or future law, arising in the event it is evicted or
dispossessed for any cause, or in the event the Port Authority obtains or
retains possession of the premises in any lawful manner.
SECTION 25. Remedies and Suits Against the Lessee
All remedies provided in this Agreement shall be deemed cumulative and
additional and not in lieu of or exclusive of each other or of any other remedy
available to the Port Authority at law or in equity. In the event of a breach or
threatened breach by the Lessee of any term, covenant, condition or provision of
this Agreement, the Port Authority shall have the right of injunction and the
right to invoke any other remedy allowed by law or in equity as if termination,
re-entry, summary proceedings and any other specific remedies including without
limitation thereto, indemnity and reimbursement, were not mentioned herein, and
neither the mention thereof nor the pursuance or exercise or failure to pursue
or exercise any right or remedy shall preclude the pursuance or exercise of any
other right or remedy.
SECTION 26. Surrender
(a) The Lessee covenants and agrees to yield and deliver peaceably to
the Port Authority possession of the premises on the date of the cessation of
the letting, whether such cessation be by termination, expiration or otherwise,
promptly and in the same condition as at the time the Lessee entered into
possession, such reasonable wear excepted as would not materially adversely
affect or interfere with the efficient and proper utilization of the premises or
any part thereof.
(b) Unless the same are required for the performance by the Lessee of
its obligations hereunder, the Lessee shall have the right at any time during
the letting to remove from the premises, and, on or before the expiration or
earlier termination of the letting, shall so remove its equipment, removable
fixtures and other personal property, and all property of third persons for
which it is responsible, repairing all damages caused by such removal. If the
Lessee shall fail to remove such property on or before the termination or
expiration of the letting, the Port Authority shall have the same rights with
respect to such property as it has in the event of casualty under Section 9(d).
SECTION 27. Acceptance of Surrender of Lease
No agreement of surrender or to accept a surrender shall be valid
unless and until the same shall have been reduced to writing and signed by the
duly authorized representatives of the Port Authority and of the Lessee. Except
as expressly provided in this Section, neither the doing of, nor any omission to
do, any act or thing, by any of the officers, agents or employees of the Port
Authority, shall be deemed an acceptance of a surrender of the letting or of
this Agreement. Without limiting the foregoing, no employee or officer of the
Port Authority shall be authorized to accept the keys of the premises prior to
the expiration date of the letting as fixed in the Section of this Agreement
entitled "Term" and no delivery of the keys by the Lessee shall constitute a
termination of this Agreement or acceptance of surrender.
SECTION 28. Brokerage
The Lessee represents and warrants that it has not dealt or had contact
with any broker in connection with the negotiation and execution of this
Agreement or the letting hereunder except CB Commercial Real Estate Group, Inc.,
a Delaware corporation having an office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and that the Lessee has no knowledge of any
broker who is or may be entitled to be paid a commission in connection with
negotiation and execution of this Agreement or the letting hereunder except CB
Commercial Real Estate Group, Inc. The Lessee shall indemnify the Port Authority
and save it harmless of and from any and all claims for commission or brokerage
made by any and all firms or corporations whatsoever with which the Lessee has
dealt or had contact with for services in connection with the negotiation and
execution of this Agreement or in connection with any letting of the space
referred to herein to the Lessee, including without limitation thereto any claim
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Associates, Ltd., whether made pursuant to the provisions of
that certain agreement between the Port Authority and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Associates, Ltd., dated as of September 3, 1990, or otherwise, excluding only
the claim of CB Commercial Real Estate Group, Inc., if the latter said claim is
made in accordance with the terms of an agreement between CB Commercial Real
Estate Group, Inc., and the Port Authority made as of February 29, 1996. The
Port Authority represents that the aforesaid agreement is the sole agreement
between the Port Authority and CB Commercial Real Estate Group, Inc., with
respect to this Agreement and the letting hereunder.
SECTION 29. Notices
(a) Notices, requests, permissions, consents and approvals given or
required to be given to or by either party under this Agreement, shall not be
effective unless they are given in writing, and all such notices and requests
shall be (i) personally delivered to the party or a duly designated officer or
representative of such party; or (ii) delivered to the office of such party,
officer or representative during regular business hours, or (iii) delivered to
the residence of such party, officer or representative; or (iv) if directed to
the Lessee, delivered at the premises at any time; or (v) forwarded to such
party, officer or representative at the office or residence address by
registered or certified mail. The Lessee shall designate an office within the
Port of New York District and an officer or representative whose regular place
of business is at such office. Until further notice, the Port Authority hereby
designates its Executive Director, and the Lessee designates the person named as
representative on the first page hereof as their respective officers or
representatives upon whom notices and requests may be served, and the Port
Authority designates its office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, and the Lessee designates its office at its address stated on the first
page hereof, as their respective offices where notices and requests may be
served.
(b) If any notice is mailed or delivered, the giving of such notice
shall be complete upon receipt, or, in the event of a refusal by the addressee,
upon the first tender of the notice to the addressee or at the permitted
address. If any notice is sent by telegraph, the giving of such notice shall be
complete upon receipt or, in the event of a refusal by the addressee, upon the
first tender of the notice by the telegraph company to the addressee or at the
address thereof.
SECTION 30. Payments
(a) All payments required by the Lessee by this Agreement shall be
mailed to the Port Authority of New York and New Jersey, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or to such other officer or address as may be substituted
therefor.
(b) No payment by the Lessee or receipt by the Port Authority of a
lesser rental amount than that which is due and payable under the provisions of
this Agreement at the time of such payment shall be deemed to be other than a
payment on account of the earliest rental then due, nor shall any endorsement or
statement on any check or in any letter accompanying any check or payment be
deemed an accord and satisfaction, and the Port Authority may accept such check
or payment without prejudicing in any way its right to recover the balance of
such rental or to pursue any other remedy provided in this Agreement or by law.
SECTION 31. Subordination
This Agreement and the letting hereunder are and shall be subject and
subordinate to all mortgages which may now or hereafter affect the premises or
the Facility, and to all renewals, modifications, consolidations, replacements
and extensions thereof, and although the provisions of this Section shall be
deemed to be self-operating and effective for all purposes without any further
instrument on the part of the Lessee, the Lessee shall execute on demand and
without expense to the Port Authority such further instruments confirmatory of
the provisions of this Section as the Port Authority may request.
SECTION 32. Quiet Enjoyment
The Lessee, upon paying all rentals hereunder and performing all
covenants, conditions and provisions of this Agreement on its part to be
performed, shall and may peaceable and quietly have, hold and enjoy the premises
free of any act or acts of the Port Authority or any successor landlord or
anyone claiming superior title through the Port Authority or such successor
landlord, except as expressly provided in this Agreement, it being understood
and agreed that the Port Authority's liability hereunder shall obtain only so
long as it remains the owner of the building of which the premises are a part.
Nothing herein shall be deemed to limit or affect in any way the provisions of
Section 31 hereof.
SECTION 33. Non-Liability of Individuals
Neither the Commissioners of the Port Authority nor the directors of
the Lessee, nor any of them, nor any officer, agent or employee of the Port
Authority or of the Lessee, shall be charged personally by any party hereto with
any liability, or be held liable to any such party under any term or provision
of this Agreement, or because of its execution or attempted execution or because
of any breach thereof.
SECTION 34. Headings
The section headings and the paragraph headings, if any, are inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope or intent of any provision hereof.
SECTION 35. Construction and Application of Terms
(a) Wherever in this Agreement a third person singular neuter pronoun
or adjective is used referring to the Lessee, the same shall be taken and
understood to refer to the Lessee, regardless of the actual gender or number
thereof.
(b) Whenever in this Agreement the Lessee is placed under an obligation
or covenants to do or to refrain from or is prohibited form doing, or is
entitled or privileged to do, any act or thing, the following shall apply:
(1) If the Lessee is a corporation, its obligations shall be
performed or its rights or privileges shall be exercised only by its
officer and employees; or
(2) If the Lessee is an unincorporated association or a
business or "Massachusetts" trust, the obligation shall be that of its
members or trustees, as well as of itself, and shall be performed only
by its members or trustees, and officers and employees, and the right
or privilege shall be exercised only by its members or trustees, and
its officers and employees; or
(3) If the Lessee is a partnership, the obligation shall be
that of its partners and shall be performed only by its partners and
employees and the rights or privileges shall be exercised only by its
partners and employees; or
(4) If the Lessee is an individual, the obligations shall be
that of himself (or herself) and shall be performed only by himself (or
herself) and his (or her) employees and the right or privilege shall be
exercised only by himself (or herself) and his (or her) employees.
(5) None of the provisions of this paragraph (b) shall be
taken to alter, amend or diminish any obligation of the Lessee assumed
in relation to its invitees, customers, agents, representatives,
contractors or other persons, firms or corporations doing business with
it.
(c) If more than one individual or other legal entity is the Lessee
under this Agreement, each and every obligation hereof shall be the joint and
several obligation of each such individual or other legal entity.
(d) Unless otherwise stated in the Section of this Agreement entitled
"Rights of User by the Lessee," the rights of user thereby granted to the Lessee
with respect to the premises shall be exercised by the Lessee only for its own
account and, without limiting the generality of the foregoing, shall not be
exercised as agent, representative, factor, broker, forwarder, bailee, or
consignee without legal title to the subject matter of the consignment.
(e) The Lessee's representative, hereinbefore specified in this
Agreement (or such substitute as the Lessee may hereafter designate in writing),
shall have full authority to act for the Lessee in connection with this
Agreement and any things done or to be done hereunder, and to execute on the
Lessee's behalf any amendments or supplements to this Agreement or any extension
thereof.
(f) This Agreement does not constitute the Lessee, the agent or
representative of the Port Authority for any purpose whatsoever.
(g) All designations of time herein contained shall refer to the
time-system then officially in effect in the municipality wherein the premises
are located.
(h) No greater rights or privileges with respect to the use of the
premises or any part thereof or with respect to the Facility are granted or
intended to be granted to the Lessee by this Agreement, or by any provision
thereof, than the rights and privileges expressly granted hereby.
SECTION 36. Definitions
The following terms, when used in this Agreement, shall have the
respective meanings given below.
(a) "Letting" shall mean the letting under this Agreement for the
original term stated herein, and shall include any extensions thereof which may
be made pursuant to the provisions of this Agreement, or otherwise.
(b) "World Trade Center" or "Facility" shall mean the building complex
to be constructed by the Port Authority within the area in the Borough of
Manhattan, City, County and State of New York, bounded generally by the east
side of Church Street on the east, the south side of Liberty Street and the
south side of Liberty Street extended on the south, the ▇▇▇▇▇▇ River on the
west, and on the north by a line beginning at the point of intersection of the
▇▇▇▇▇▇ River and the north side of ▇▇▇▇▇ Street extended, running along the
north side of ▇▇▇▇▇ Street extended and the north side of ▇▇▇▇▇ Street to the
west side of Washington Street, then along the west side of Washington Street to
the north side of ▇▇▇▇▇▇▇ Street, then along the north side of ▇▇▇▇▇▇▇ Street to
the east side of West Broadway, then along the east side of West Broadway to the
north side of ▇▇▇▇▇ Street, then along the north side of ▇▇▇▇▇ Street to the
east side of Church Street, together with such additional contiguous area as may
be agreed upon from time to time between the Port Authority and the said City of
New York;
(c) The phrase "utility, mechanical, electrical, communication and
other systems" shall mean and include (without limitation thereto) the
following: machinery, engines, dynamos, boilers, elevators, escalators,
incinerators and incinerator flues, systems for the supply of fuel, electricity,
water, gas and steam, plumbing, heating, sewerage, drainage, ventilating, air
conditioning, communications, fire-alarm, fire-protection, sprinkler, telephone,
telegraph and other systems, fire hydrants, fire hoses, and their respective
wires, mains, conduits, lines, tubes, pipes, equipment, motors, cables, fixtures
and other equipment.
(d) "Causes or conditions beyond the control of the Port Authority,"
shall mean and include acts of God, the elements, weather conditions, tides,
earthquakes, settlements, fire, acts of governmental authority other than the
Port Authority, its affiliates or subsidiaries, war, shortage of labor or
materials, acts of third parties for which the Port Authority is not
responsible, injunctions, strikes, boycotts, picketing, slowdowns, work
stoppages, labor troubles or disputes of every kind (including all those
affecting the Port Authority, its contractors, suppliers or subcontractors) or
any other condition or circumstances, whether similar to or different from the
foregoing (it being agreed that the foregoing enumeration shall not limit or be
characteristic of such conditions or circumstances) which is beyond the control
of the Port Authority or which could not be prevented or remedied by reasonable
effort and at reasonable expense.
(e) "Holidays" or "legal holidays" shall mean and include the following
days of each year: the first day of January, known as New Year's day; the
twelfth day of February, known as Lincoln's birthday; the third Monday in
February, known as Washington's birthday; the last Monday in May, known as
Memorial day; the fourth day of July, known as Independence day; the first
Monday in September, known as Labor day; the second Monday in October, known as
Columbus day; the fourth Monday in October, known as Veterans' day; the fourth
Thursday in November, known as Thanksgiving day; and the twenty-fifth day of
December, known as Christmas day; and if any of such days is Sunday, the next
day thereafter; and each general Election day in the State of New York; and such
other or different days or dates as are declared "holidays" or "legal holidays"
under the laws of the State of New York or as may hereafter be so declared.
(f) "Normal business hours," shall mean 8:00 o'clock A. M. to 6:00
o'clock P. M. Mondays to Fridays inclusive, legal holidays excepted.
[SECTION 37 intentionally deleted]
[SECTION 38 intentionally deleted]
SECTION 39. Force Majeure
(a) The Port Authority shall not be liable for any failure, delay or
interruption in performing its obligations hereunder due to causes or conditions
beyond the control of the Port Authority. Further, the Port Authority shall not
be liable unless the failure, delay or interruption shall result from failure on
the part of the Port Authority to use reasonable care to prevent or reasonable
efforts to cure such failure, delay or interruption.
(b) No abatement, diminution or reduction of the rent or other charges
payable by the Lessee, shall be claimed by or allowed to the Lessee for any
inconvenience, interruption, cessation or loss of business or other loss caused,
directly or indirectly, by any present or future laws, rules, requirement,
orders, directions, ordinances or regulations of the United States of America,
or of the state, county or city governments, or of any other municipal,
governmental or lawful authority whatsoever, or by priorities, rationing or
curtailment of labor or materials, or by war or any matter or thing resulting
therefrom, or by any other cause or condition beyond the control of the Port
Authority, nor shall this Agreement be affected by any such causes or
conditions.
SECTION 40. Premises
(a) The Lessee acknowledges that it has not relied upon any
representation or statement of the Port Authority or its Commissioners,
officers, employees or agents as to the suitability of the premises for the
operations permitted on the premises by this Agreement. Without limiting any
obligation of the Lessee to commence operations hereunder at the time and in the
manner stated elsewhere in this Agreement, the Lessee agrees that no portion of
the premises will be used initially or at any time during the letting which is
in a condition unsafe or improper for the conduct of the Lessee's operations
hereunder so that there is possibility of injury or damage to life or property.
For all purposes of this Agreement the premises hereunder (notwithstanding any
statement elsewhere in this Agreement of any rule for the measurement of the
area thereof) shall be deemed to include all of the enclosing partitions, and
the adjacent exterior building walls and glass to and including the exterior
surface thereof.
(b) The Port Authority may by written authorization allow the Lessee to
enter into the possession of the premises prior to the date specified in the
Section of this Agreement entitled "Term" as the commencement of the term of the
letting, solely for the purpose of moving personal property of the Lessee into
the premises and of installing fixtures. If the Lessee receives such written
authorization, the Lessee shall use and occupy the premises in accordance with
and subject to all the terms, covenants, conditions and provisions of this
Agreement other than those relating to payment of rent and rights of user and
except as may be expressly provided otherwise by the written authorization.
SECTION 41. Governmental Compliance
In the event that all or any portion of the premises is required by the
Port Authority to comply with any present or future governmental law, rule,
regulation, requirement, order or direction, the Port Authority shall give the
Lessee notice that all or any such portion of the premises is so required and
the Lessee shall deliver all or any such portion of the premises so required on
the date specified in such notice and, if the Lessee does not so deliver the
Port Authority may take the same. No such taking or delivery shall be or be
construed to be an eviction of the Lessee or a breach of this Agreement. In the
event that the Lessee has received a notice hereunder it shall deliver all or
any such portion of the premises so required in the same condition as that
required hereunder for the delivery of the premises on the cessation of the
letting. In the event of the taking or delivery of all the premises, this
Agreement and the letting hereunder shall on the day of such talking or delivery
cease and expire as if that day were the date, originally stated herein for the
expiration of this Agreement; and, in the event of the taking or delivery of any
portion of the premises, then, from and after such taking or delivery, such
portion of the premises shall cease to be a part of the premises hereunder.
There shall be an abatement of the rental in the event of any such taking or
delivery of a portion of the premises as provided in the Section of this
Agreement entitled "Abatement of Rental".
SECTION 42. Services and Utilities
(a) Subject to all the terms and provisions of this Agreement, the Port
Authority will furnish without additional charge to the Lessee the following:
(1) Heat, ventilation and air cooling to maintain in the
premises an even and comfortable working temperature during normal
business hours;
(2) To the extent that the Lessee's consumption does not
exceed the capacity of feeders, risers or wiring in the premises or
Facility, electricity, during normal business hours, in reasonable
quantities solely for illumination, by which is meant the energizing of
fluorescent and incandescent bulbs (to be supplied, paid for and
installed by the Lessee), and for the operation of such machines and
equipment as are customarily used in businesses of types set forth in
Section 3; and
(b) Unless the premises contain toilet and washroom facilities, the
Port Authority shall, without additional charge, furnish non-exclusive toilet
and washroom facilities for the employees of the Lessee.
(c) The Port Authority will supply cleaning services in the premises as
described in Schedule B attached hereto and hereby made a part hereof.
(d) If the Lessee, in accordance with the Section of this Agreement
entitled "Construction by the Lessee" or otherwise, erects any partitions or
makes any improvements which stop, hinder, obstruct or interfere with the
cooling of the air or the heating of the premises, or if the Lessee shall fail
to close and keep closed the window coverings when the sun is shining on the
windows of the premises, then no such action by the Lessee shall impose any
obligations on the Port Authority to install facilities, fixtures or equipment
for air-cooling or for heating additional to those existing or presently
contemplated or to increase the capacity or output of initially existing
facilities, equipment or fixtures and the Lessee shall not in any such event be
relieved of any of its obligations hereunder because a comfortable temperature
is not maintained. No consent given by the Port Authority to the erection of
partitions or the making of any improvements shall be or be deemed to be a
representation that the work consented to will not stop, hinder, obstruct or
interfere with either the cooling of the air or heating of the premises or any
portion thereof. It is hereby understood further that the installation by the
Lessee of any equipment which itself requires air cooling or which requires
additional quantities of air cooling at the portion of the premises where such
equipment is installed, or the concentration in any portion of the premises of
such a number of people so as to require additional quantities of air cooling,
shall not impose any obligation on the Port Authority to install facilities,
fixtures and equipment for air cooling additional to those initially existing,
or to increase the capacity or output of initially existing facilities,
equipment or fixtures and the Lessee shall not in any such event be relieved of
any of its obligations hereunder.
(e) The Lessee shall keep closed all entrance doors and all windows in
the premises except that doors may be opened when required for ingress or
egress. The Lessee shall not otherwise waste or dissipate the air cooling or
heating services. Without otherwise affecting the Port Authority's rights or
remedies in the event of any breach by the Lessee of its obligations under this
Agreement, the Port Authority shall have the right to discontinue or reduce the
said heating or air-cooling service during any period of such waste or
dissipation and any failure of the Port Authority to supply any such service
under such conditions shall not affect any of the Lessee's obligations under
this Agreement.
(f) If any federal, state, municipal or other governmental body,
authority or agency or any public utility assesses, levies, imposes, makes or
increases any charge, fee or rent on the Port Authority for any service, system
or utility now or in the future supplied to or available to the premises or to
any occupants or users thereof or to the structure or building of which the
premises form a part (including but not limited to any sewer rent or charge for
the use of sewer systems), the Lessee shall, at the option of the Port Authority
exercised at any time and from time to time by notice to the Lessee, pay, in
accordance with said notice, such charge, fee or rent or increase thereof (or
the portion thereof allocated by the Port Authority to the premises or the
Lessee's operations hereunder) either directly to the governmental body,
authority or agency or to the public utility or directly to the Port Authority.
(g) The Port Authority shall have the right to discontinue temporarily
the supply of any of the above services when necessary or desirable in the
reasonable opinion of the Port Authority in order to make any repairs,
alterations, changes or improvements in the premises or elsewhere in the
Facility including but not limited to all systems for the supply of services.
(h) No failure, delay, interruption or reduction in any service or
services shall be or shall be construed to be an eviction of the Lessee, shall
be grounds for any diminution or abatement of the rentals payable hereunder, or
shall constitute grounds for any claim by the Lessee for damages, consequential
or otherwise, unless due to the negligent acts of the Port Authority, its
employees or agents. The Lessee shall not be entitled to receive any service or
services during any period during which the Lessee shall be in default under any
of the provisions of this Agreement and all applicable cure periods with respect
thereto have lapsed.
(i) The Port Authority shall be under no obligation to supply any
service or services if and to the extent and during any period that the
supplying of any such service or services or the use of any component necessary
therefor shall be prohibited or rationed by any federal, state or municipal law,
rule, regulation, requirement, order or direction and if the Port Authority
acting in a non arbitrary manner deems it in the public interest to comply
therewith, even though such law, rule, regulation, requirement, order or
direction may not be mandatory on the Port Authority as a public agency.
(j) The Port Authority shall have no obligations or responsibility with
respect to the performance of any services or providing, supplying or furnishing
to the Lessee of any utilities or services whatsoever except as expressly
provided in this Section or in this Agreement.
[SECTION 43 intentionally deleted]
SECTION 44. Rental Amendment
The Lessee shall pay the basic rental provided for Section 4 of this
Agreement in advance in equal monthly installments of Ten Thousand Six Hundred
Fifty-five Dollars and No Cents ($10,655.00) on March 1, 1996, and on the first
day of each calendar month thereafter throughout the balance of the term of the
letting under this Agreement.
SECTION 45. Liability Insurance
(a) The Lessee in its own name as assured shall secure and pay the
premium on a policy of comprehensive general liability insurance, including a
contractual liability endorsement, for such coverage as may be stipulated by the
Port Authority (the Port Authority hereby agrees that such stipulated coverage
shall not be in excess of that customarily required by the Port Authority of
other office lessees of comparable space and use at the Facility), covering the
Lessee's operations hereunder which shall be effective throughout the letting
under this Agreement and shall be in a combined single limit of not less than
$2,000,000 for bodily injury, for wrongful death and for property damage arising
from any one occurrence.
(b) The Port Authority shall be included as an additional insured in
any policy of liability insurance required by this Section.
(c) As to any insurance required by this Section, a certified copy of
each of the policies or a certificate or certificates evidencing the existence
thereof, or binders, shall be delivered to the Port Authority within twenty (20)
days prior to the commencement date of the letting hereunder. In the event any
binder is delivered, it shall be replaced within thirty (30) days by a certified
copy of the policy or a certificate. Each such copy or certificate shall contain
a valid provision or endorsement that the policy may not be canceled,
terminated, changed or modified, without giving ten (10) days written advance
notice thereof to the Port Authority. A renewal policy shall be delivered to the
Port Authority at least fifteen (15) days prior to the expiration date of each
expiring policy, except for any policy expiring after the date of expiration of
the letting. If at any time any of the policies shall be or become
unsatisfactory to the port Authority as to form or substance, or if any of the
carriers issuing such policies shall be or become unsatisfactory to the Port
Authority the Lessee shall promptly obtain a new and satisfactory policy in
replacement.
(d) Each policy of insurance required by this Section shall contain a
provision that the insurer shall not, without obtaining express advance
permission from the General Counsel of the Port Authority, raise any defense
involving in any way the jurisdiction of the tribunal over the person of the
Port Authority, the immunity of the Port Authority, its Commissioners, officers,
agents or employees, the governmental nature of the Port Authority or the
provisions of any statutes respecting suits against the Port Authority.
SECTION 46. Electricity
(a) Notwithstanding the provisions of Section 42(a)(2) of this
Agreement and subject to all the terms, conditions and provisions of Section
42(f), (g), (h) and (i) of this Agreement, the Port Authority may periodically
throughout the term of the letting at such times as the Port Authority may
elect, arrange for a survey of the premises by the Port Authority's Engineering
Department or by an independent reputable utility consultant to be selected by
the Port Authority (it being understood however that the Port Authority will
utilize such independent reputable utility consultant to conduct such survey
until such time as it customarily utilizes the Port Authority's Engineering
Department to conduct such surveys at the Facility) for the purpose of
establishing the Lessee's annual consumption of and demand for electricity (such
consumption of and demand for electricity being hereinafter referred to as
"consumption and demand"). Such consumption and demand shall be based on the
wattage of lamps and any other electrical machinery and the frequency and
duration of the use thereof in the premises. The Lessee's annual consumption and
demand shall be divided by the number of "billing periods" per year established
by the public utility company supplying electricity in the vicinity of the
premises so as to determine the Lessee's consumption and demand per billing
period. In lieu of such determination of consumption and demand, the same may be
measured by meter which the Port Authority may at its option, exercised at any
time during the term of the letting, install on or off the premises and in the
event any such meter fails to record such, the Lessee's consumption of and
demand for electricity for any period that a meter is out of service will be
considered to be the same as the consumption and demand for a like period either
immediately before or immediately after such interruption as selected by the
Port Authority. The Port Authority shall compute the cost of such consumption
and demand either as determined by the survey or measured by meter based on the
greater of (1) the rates (including the fuel or other adjustment factor if any)
which the Lessee under the service classification applicable to the Lessee as of
the date of each billing period would be required to pay if the Lessee had
purchased such electricity directly from the public utility company supplying
the same in the vicinity or (2) the Port Authority's cost of obtaining and
supplying the same quantity of electricity. The Lessee shall pay the cost of
such consumption and demand for each such billing period to the Port Authority
upon demand therefor and the same shall be deemed additional rental collectible
in the same manner and with like remedies as if it were a part of the basic
rental reserved hereunder. The determination of consumption and demand by survey
shall be effective until the next succeeding survey and shall be binding and
conclusive on both the Lessee and the Port Authority as to all matters,
including but not limited to the frequency and duration of use of the lamps and
other electrical machinery and equipment in the premises. The cost of each such
survey shall be borne by the Port Authority, provided that if the Lessee makes
any alterations or improvements to the premises in accordance with the
provisions of Section 12 of this Agreement or otherwise which may result in
greater consumption or demand, the Port Authority may direct a new survey to
establish the consumption and demand for electricity in the premises and the
cost thereof shall be borne by the Lessee. Any method of measurement used herein
shall not preclude the Port Authority from reverting to the use of any prior
method.
(b) Notwithstanding that the Port Authority has agreed to supply
electricity to the Lessee, the Port Authority shall be under no obligation to
provide or continue such service if the Port Authority is prevented by law,
agreement or otherwise from metering or measuring consumption and demand as
hereinabove set forth or elects not to so meter or measure the same, and in any
such event the Lessee shall make all arrangements and conversions necessary to
obtain electricity directly from the public utility. Also, in such event, the
Lessee shall perform the construction necessary for conversion and if any lines
or equipment of the Port Authority are with the consent of the Port Authority
used therefor the Port Authority may make an appropriate charge therefor to the
Lessee based on its costs and expenses for the said lines and equipment.
SECTION 47. Late Charges
If the Lessee should fail to pay any amount required under this
Agreement when due to the Port Authority, including without limitation any
payment of basic or other rental or any payment of utility or other charges or
if any such amount is found to be due as the result of an audit, then, in such
event, the Port Authority may impose (by statement, ▇▇▇▇ or otherwise) a late
charge with respect to each such unpaid amount for each late charge period
(hereinbelow described) during the entirety of which such amount remains unpaid,
each such late charge not to exceed an amount equal to eight-tenths of one
percent of such unpaid amount for each late charge period. There shall be
twenty-four late charge periods on a calendar year basis; each late charge
period shall be for a period of at least fifteen (15) calendar days except one
late charge period each calendar year may be for a period of less than fifteen
(but not less than thirteen) calendar days. Without limiting the generality of
the foregoing, late charge periods in the case of amounts found to have been
owing to the Port Authority as the result of Port Authority audit findings shall
consist of each late charge period following the date the unpaid amount should
have been paid under this Agreement. Each late charge shall be payable
immediately upon demand made at any time therefor by the Port Authority. No
acceptance by the Port Authority of payment of any unpaid amount or of any
unpaid late charge amount shall be deemed a waiver of the right of the Port
Authority to payment of any late charge or late charges payable under the
provisions of this Section with respect to such unpaid amount. Each late charge
shall be recoverable by the Port Authority in the same manner and with like
remedies as if it were originally a part of the basic rental as set forth in the
Section of this Agreement entitled "Basic Rental". Nothing in this Section is
intended to, or shall be deemed to, affect, alter, modify or diminish in any way
(i) any rights of the Port Authority under this Agreement, including without
limitation the Port Authority's rights set forth in the Section of this
Agreement entitled "Termination" or (ii) any obligations of the Lessee under
this Agreement. In the event that any late charge imposed pursuant to this
Section shall exceed a legal maximum applicable to such late charge, then, in
such event, each such late charge payable under the provisions of this Section
shall be payable instead at such legal maximum. For the purposes of this Section
only, no payment required under this Agreement, the precise amount of which
cannot be known by the Lessee until the Port Authority notifies the Lessee
thereof, shall be deemed due to the Port Authority until such notice has been
given.
SECTION 48. Additional Provisions Relating to Assignment, Use and Subletting
(a) Notwithstanding the provisions of Section 19(a) of this Agreement,
the Lessee shall have the right to assign the Lease and the letting hereunder in
its entirety to a corporation which is and continues to be directly controlled
by the Lessee or which directly controls the Lessee or to a corporation into or
with which the Lessee is merged or consolidated and such assignment is required
in connection with such merger or consolidation and further that the resulting
corporation has a financial standing immediately preceding the date of the
merger or consolidation at least as good as that of the Lessee by which is meant
that its ratio of current assets to current liabilities, its ratio of fixed
assets to fixed liabilities and its net worth shall each be as favorable as that
of the Lessee and notwithstanding the provisions of subparagraph (a) (5) of
Section 20, a merger or consolidation shall not be a ground for termination,
provided, however, that nothing contained herein shall limit or affect the
provisions of Section 7(h) of the Lease in any way and any such assignee shall
use the premises solely for the purposes set forth in Section 3 of this
Agreement and for no other purpose whatsoever and provided, further, however,
that such assignment shall not be effective until an agreement in the form
annexed hereto as "Exhibit Y" has been executed by the Port Authority, the
Lessee, and the proposed assignee, and the Port Authority's consent as herein
stated shall be effective only as long as the proposed assignee maintains the
above described relationship to the Lessee. If such relationship is no longer in
effect, the Port Authority shall have the right, in addition to all other rights
and remedies under the Lease to revoke its said consent and the Lessee and
assignee will immediately cause the Lease and the letting hereunder to be
reassigned to the Lessee.
(b) Notwithstanding the provisions of Section 19(b) of this Agreement,
the Lessee shall have the right, with respect to the entire premises or a
portion thereof, to sublet to or to permit the use of desk space by a
corporation which is and continues to be directly controlled by the Lessee or
which directly controls the Lessee, provided that nothing herein shall limit or
affect in any way the provisions of Section 7(h) of this Agreement and such
subtenant or desk space user shall use the premises for the purposes set forth
in Section 3 of the Lease and for no other purpose whatsoever and, provided,
further, that any such subletting shall not be effective until an agreement
entitled "Consent to Sublease Agreement" in the form annexed hereto and marked
"Exhibit X" has been executed by the Port Authority, the Lessee and the proposed
subtenant. Permission to such corporation for the use of desk space shall not
create a tenancy or any other interest in the premises except a license
revocable at will which shall cease and expire in any event automatically
without notice upon the expiration or termination of the letting under this
Agreement and all acts, omissions and operations of such corporation and its
officers and employees shall be deemed acts, omissions and operations of the
Lessee. If after any such subletting pursuant to this paragraph (b) becomes
effective, the relationship required herein between the Lessee and the subtenant
is no longer in effect or any other conditions as to such subtenancy shall be
violated, the Port Authority shall have the right in addition to all other
rights and remedies available under this Agreement or the Consent to Sublease
Agreement to revoke its consent to such subletting by notice to the Lessee and
to the subtenant in which event the Sublease between the Lessee and the
subtenant shall immediately terminate and expire and the Lessee shall
immediately cause the said subtenant to vacate the portion of the premises or
the entire premises, as the case may be, sublet to the subtenant.
(c) Notwithstanding the provisions of Section 19(b) of this Agreement,
the Lessee may sublet the entire premises or portions thereof to entities other
than those described in paragraph (b) above (but there shall not be more than
three (3) subtenants in the premises at any one time), provided that all of the
following conditions precedent and requirements have been met or satisfied: (1)
The proposed subtenant shall in the opinion of the Port Authority by eligible,
suitable and qualified as a World Trade Center tenant, which opinion will not be
exercised arbitrarily; (2) the rental payable by the subtenant to the Lessee for
or in connection with its use or occupancy of the subleased space shall be not
less than the rental charged by the Port Authority for comparable space on the
effective date of such subletting for a term expiring on or about the expiration
date of the term of the letting under this Agreement; (3) If the rental and any
other consideration payable by the subtenant to the Lessee for or in connection
with its use or occupancy of the subleased space (the phrase "rental and any
other consideration" as used in this paragraph (c) shall not include amounts
paid to the Lessee constituting the subtenant's proportionate share of amounts
payable by the Lessee to the Port Authority under this Agreement for additional
basic rental, fees and charges for services and utilities) shall be in excess of
the basic rental rate provided for in this Agreement, the Lessee shall so notify
the Port Authority and the Lessee will pay the excess to the Port Authority as
received, subject to the deductions referred to in paragraph (e) hereof; (4) the
proposed subtenant is not a current occupant in the World Trade Center and has
not been in discussion with the Port Authority toward its current or future
occupancy of space in the World Trade Center, provided, however, that if the
proposed subtenant has not been in discussion with the Port Authority and is a
current occupant of space immediately adjacent to the premises and the said
proposed subtenant will continue as a direct lessee of the said space pursuant
to its existing lease with the Port Authority for the balance of its lease term,
then the said proposed subtenant shall not be deemed to be a current occupant of
the World Trade Center for purposes of this subdivision (4); and (5) The Lessee,
the subtenant and the Port Authority have executed the form of agreement
entitled "Consent to Sublease Agreement," annexed to this Agreement and marked
"Exhibit X". Execution of the aforesaid Consent to Sublease Agreement by the
Port Authority and return thereof to the Lessee shall constitute the
determination referred to in subdivision (1) of this paragraph (c) and if the
Port Authority's determination pursuant to said subdivision (1) above is in the
affirmative the Port Authority shall execute such Consent to Sublease within
thirty (30) days after the same executed by the Lessee and Sublessee has been
delivered to the Port Authority. The Lessee and subtenant shall present in
advance all documents, information and other data which the Port Authority may
require relating to the matters covered in subdivisions (1), (2), (3) and (4) of
this paragraph (c) and the subtenant shall supply during the continuance of any
approved subletting such additional or current documents, information or other
data as the Port Authority may from time to time reasonably require.
(d) Notwithstanding the provisions of paragraphs (a), (b), (c) and (g)
of this Section, the Lessee shall be solely responsible for complying with any
legal requirements regarding the permissible number of persons who may use or
occupy the premises. Use or occupancy of the premises by a subtenant or a desk
space user hereunder shall not be deemed to entitle such subtenant or desk space
user to any rights or privileges which the Port Authority may accord to lessees
of space in the World Trade Center, including but not limited to listings on
directories, boards, publications or similar privileges, nor shall such use or
occupancy entitle the Lessee to any increase in such rights or privileges, but
nothing herein shall be deemed to prohibit the Lessee from sharing with its
permitted subtenants or desk space users any such rights or privileges which the
Port Authority has accorded to the Lessee.
(e) If, in connection with any subletting pursuant to the provisions of
paragraph (c) hereof consented to by the Port Authority as provided herein, the
Lessee (1) has paid a brokerage commission at the current rates prevailing in
the City of New York to a real estate broker licensed to do business in the
State of New York which brokerage commission is not reimbursed to the Lessee by
the subtenant, provided such brokerage commission is actually paid and is
incurred solely in connection with such subletting and would not have been
required to have been paid except for such subletting; or (2) has incurred any
cost for finishing, alterations and decorating such sublet space solely to
prepare the same for such subtenant which is not reimbursed to the Lessee by the
subtenant (the total of items (1) and (2) being hereinafter referred to as
"subleasing expenses"), then the Lessee shall divide the subleasing expenses by
the number of calendar months and the proportionate part of any partial calendar
month comprising the term of such sublease, and the amount resulting from such
division shall be deducted from the amount of the rental and any other
consideration payable by the subtenant to the Lessee each month which is in
excess of the basic rental rate payable by the Lessee to the Port Authority
applicable to the subleased space for that month and the balance of such excess
of the rental and any other consideration shall be payable by the Lessee to the
Port Authority for that month.
(f) "Control" or "Controlled" as used in paragraphs (a) and (b) of this
Section shall mean the ownership by one corporate entity of fifty-one percent
(51%) or more of the issued and outstanding shares of the capital stock and
voting rights (with the power to exercise such rights) of another corporate
entity. The Lessee and a proposed assignee purporting to meet the conditions of
paragraph (a) of this Section shall present in advance all documents,
information and other data which the Port Authority may require relating to the
relationship between them and during the continuance of any approved assignment
they shall supply such additional or current documentation or other data as the
Port Authority may from time to time require.
(g) Without otherwise limiting the provisions of Section 19 of this
Agreement or of paragraph (h) of Section 7 thereof, and in addition to the
rights of use set forth in paragraph (b) of this Section 48, the Lessee may
permit use of desk space in the premises for purposes stated in Section 3 of
this Agreement and for no other purpose whatsoever by a person or corporation
which the Lessee represents or performs services for on a continuing contractual
basis, which is a partner of, or investor with, the Lessee in another
partnership, corporation or joint venture or which has another continuing
business relationship with the Lessee in connection with the Lessee's use of the
premises; such use to continue only as long as the said person or corporation
continues in one of the above described relationships to the Lessee, provided,
that there shall be at any one time no more than a total of five (5) desk space
users in the premises pursuant to this paragraph (g) and to paragraph (b) of
this Section 48. Permission to any such person or corporation to use the
premises shall not create a tenancy or any other interest in the premises except
a license revocable at will which shall cease and expire in any event
automatically without notice upon any expiration or termination of the letting
hereunder and all acts, omissions and operations of such person or corporation
and his or its officers and employees shall be deemed acts, omissions and
operations of the Lessee. The Lessee shall furnish to the Port Authority on
demand information which may from time to time be requested regarding any such
person or corporation and his or its relationship to the Lessee.
SECTION 49. Termination by the Lessee
(a) The Lessee shall have the right to terminate this Agreement and the
letting hereunder solely as to the premises in its entirety, such termination to
be effective on February 28, 2001 (such date being hereinafter referred to as
the "Effective Date of Termination"), provided, that (1) the Lessee shall have
given to the Port Authority unconditional written notice of its election so to
terminate, received by the Port Authority not later than May 31, 2000 and (2)
such notice shall be accompanied by a certified or cashier's check in the amount
of Twenty Three-Thousand Four Hundred Seven Dollars and No Cents ($23,407.00)
payable to the Port Authority and drawn on a banking institution having its main
office within the Port of New York District.
(b) No notice of termination served by the Lessee in accordance with
paragraph (a) of this Section shall be effective (and any such given shall be
deemed null and void) if the Lessee fails to pay the amount required under
subparagraph (2) or said paragraph (a) under the circumstances described in said
subparagraph (2). The Lessee shall have no right to terminate the letting,
pursuant to this Section, as to a portion of the premises nor on other than the
specified Effective Date of Termination set forth above and shall only have a
right to terminate the letting if the necessary prior notice has been served in
a timely manner.
(c) In the event of an effective notice of termination by the Lessee
under this Section, the letting under this Agreement with respect to the
premises shall cease and expire on the Effective Date of Termination as fully
and completely as if such date were the original expiration date of the letting
set forth in this Agreement.
SECTION 50. Security Deposit
(a) The Lessee has heretofore deposited with the Port Authority the sum
of Sixteen Thousand Dollars and No Cents ($16,000.00) in cash, or bonds of the
United States of America, or of the State of New Jersey, or of the State of New
York, or of The Port Authority of New York and New Jersey, having a market value
of that amount, as security for the full, faithful and prompt performance of and
compliance with on the part of the Lessee of the covenants, terms and conditions
of an agreement of lease entered into with the Port Authority as of September 3,
1990 (hereinafter referred to as the "Other Agreement"), covering the premises
and identified as World Trade Center Lease Number WT-2839-B-21 (2113), on the
part of the Lessee to be fulfilled, kept, performed and observed all as provided
in Section 50 of the Other Agreement. The Other Agreement has been terminated by
the Lessee pursuant to the terms thereof. The Lessee and the Port Authority
hereby agree that the said sum, in cash or bonds, shall be retained by the Port
Authority (and the Lessee shall keep said sum deposited with the Port Authority
throughout the letting under this Agreement) as security for the full, faithful
and prompt performance of and compliance with, on the part of the Lessee, all of
the terms, provisions, covenants and conditions of this Agreement on its part to
be fulfilled, kept, performed or observed. Bonds qualifying for deposit
hereunder shall be in bearer form but if bonds of that issue were offered only
in registered form, then the Lessee may deposit such bonds or bonds in
registered form, provided, however, that the Port Authority shall be under no
obligation to accept such deposit of a bond in registered form unless such bond
has been re-registered in the name of the Port Authority (the expense of such
re-registration to be borne by the Lessee) in a manner satisfactory to the Port
Authority. The Lessee may request the Port Authority to accept a registered bond
in the Lessee's name and if acceptable to the Port Authority the Lessee shall
deposit such bond together with a bond power (and such other instruments or
other documents as the Port Authority may require) in form and substance
satisfactory to the Port Authority. In the event the deposit is returned to the
Lessee any expenses incurred by the Port Authority in re-registering a bond to
the name of the Lessee shall be borne by the Lessee. In addition to any and all
other remedies available to it, the Port Authority shall have the right, at its
option, at any time and from time to time, with or without notice, to use the
deposit or any part thereof in whole or partial satisfaction of any of its
claims or demands against the Lessee. There shall be no obligation on the Port
Authority to exercise such right and neither the existence of such right nor the
holding of the deposit itself shall cure any default or breach of this Agreement
on the part of the Lessee. With respect to any bonds deposited by the Lessee,
the Port Authority shall have the right, in order to satisfy any of its claims
or demands against the Lessee, to sell the same in whole or in part, at any
time, and from time to time, with or without prior notice at public or private
sale, all as determined by the Port Authority, together with the right to
purchase the same at such sale free of all claims, equities or rights of
redemption of the Lessee. The Lessee hereby waives all right to participate
therein and all right to prior notice or demand of the amount or amounts of the
claims or demands of the Port Authority against the Lessee. The proceeds of
every such sale shall be applied by the Port Authority first to the costs and
expenses of the sale (including but not limited to advertising or commission
expenses) and then to the amounts due the Port Authority from the Lessee. Any
balance remaining shall be retained in cash toward bringing the deposit to the
sum specified above. In the event that the Port Authority shall at any time or
times so ▇▇▇ the deposit, or any part thereof, or if bonds shall have been
deposited and the market value thereof shall have declined below the
above-mentioned amount, the Lessee shall, on demand of the Port Authority and
within two (2) days thereafter, deposit with the Port Authority additional cash
or bonds so as to maintain the deposit at all times to the full amount above
stated, and such additional deposits shall be subject to all the conditions of
this Section. After the expiration or earlier termination of the letting under
this Agreement, as the said letting may have been extended, and upon condition
that the Lessee shall then be in no wise in default under any part of this
Agreement, as this Agreement may have been amended or extended (or both), and
upon written request therefor by the Lessee, the Port Authority will return the
deposit to the Lessee less the amount of any and all unpaid claims and demands
(including estimated damages) of the Port Authority by reason of any default or
breach by the Lessee of this Agreement or any part thereof. The Lessee agrees
that it will not assign or encumber the deposit. The Lessee may collect or
receive any interest or income earned on bonds and interest paid on cash
deposited in interest-bearing bank accounts, less any part thereof or amount
which the Port Authority is or may hereafter be entitled or authorized by law to
retain or to charge in connection therewith, whether as or in lieu of an
administrative expense, or custodial charge, or otherwise; provided, however,
that the Port Authority shall not be obligated by this provision to place or to
keep cash deposited hereunder in interest bearing bank accounts.
(b) For purposes of the provisions set forth in paragraph (a) above,
the Lessee hereby certifies that its I.R.S. Employer Identification No. is
▇▇-▇▇▇▇▇▇▇.
SECTION 51. Changes, Additions and Deletions to this Agreement
Prior to the execution of this Agreement by either of the parties
hereto the following changes, additions and deletions were made:
(a) The Lessee shall not be required by reason of the provisions of
Section 5(c) to make structural improvements, alterations or repairs to the
premises which are also required to be made with respect to office space
generally throughout the World Trade Center unless the requirement generally
throughout the World Trade Center results from particular operations of the
Lessee in the premises which are not common to other tenants at the World Trade
Center.
(b) The Port Authority hereby agrees to apply the Rules and Regulations
set forth in Exhibit R and any further rule or regulation hereafter promulgated
by the Port Authority suitably and without discrimination against the Lessee and
all other tenants in the Facility except to the extent that any such Rule or
Regulation may be inapplicable by agreement to the Lessee or any such tenant or
inapplicable to the Lessee or any such tenant by nature of the Lessee's or such
tenant's operations.
(c) With respect to the Lessee's obligations under Section 7(a) the
Lessee shall not be deemed in default thereunder for failure to control the
conduct, demeanor and appearance of its customers, guests, invitees and those
doing business with it if it has used its best efforts to control such conduct,
demeanor and appearance.
(d) Change reflected in Section 7.
(e) Change reflected in Section 7.
(f) With respect to the provisions of Section 7(d), Schedule D attached
hereto and hereby made a part hereof sets forth the average designed floor load
for the premises but such specification of floor load shall not be deemed a
representation by the Port Authority that any particular location on such floors
will necessarily bear the load stated.
(g) (i) Subject to all the terms and provisions of this Agreement, and
notwithstanding the provisions of paragraph (e) of Section 7 and Rules 15 and
20, the Lessee may install kitchen facilities or other eating facilities in the
premises pursuant to an approved construction application therefor. In the event
the installation of such equipment shall require modifications or alterations to
building systems or equipment (including heating, ventilating or air-cooling
systems) and whether such modifications or installations thereof are performed
by the Lessee or by the Port Authority the Lessee shall be responsible for the
cost of such equipment, the installation thereof and such modifications or
alterations, and no such alteration or modification shall be commenced until the
Lessee has received an approved construction application therefor. The Port
Authority reserves the right from time to time to make additional charges to the
Lessee for any and all utilities or other building services used in connection
with any of the aforesaid equipment (other than cold water which the Lessee will
pay for pursuant to subdivision (ii) below) such charges to be those customarily
charged to other lessees in the Facility for similar utilities and services. The
Lessee has represented to the Port Authority that outside of its premises no
recognizable or measurable odors will result from its intended use of any such
equipment, and the Lessee covenants and agrees that upon notification from the
Port Authority that objectionable odors are emanating or resulting from the
Lessee's use of such equipment (whether through the building heating,
ventilating or air-cooling system or otherwise), the Lessee will immediately
discontinue the use of such equipment and shall not resume the use or operation
thereof until written consent therefor has been obtained from the Port
Authority. Nothing herein is intended to permit the furnishing on the premises
to the public of any food or other merchandise or any other service of any kind.
The Lessee's officers, employees and business invitees shall be permitted to
consume alcoholic beverages on the premises but nothing herein shall permit the
Lessee to sell or offer for sale alcoholic beverages at the premises.
(ii) The Port Authority will furnish cold water, of the
character furnished by the municipality or utility company supplying the same in
the vicinity, in reasonable quantities for use by the Lessee solely for purposes
described in subdivision (i) above through such fixtures and outlets as may be
installed by the Port Authority in accordance with the work letter and plans and
specifications referred to in paragraph (p) of this Section, the Lessee to pay
for the said cold water at the rate of Eight Hundred Sixty-one Dollars and
Ninety-six Cents ($861.96) per annum payable in advance in equal monthly
installments, provided, however, that the Port Authority at any time in Lieu of
charging for the said cold water at the foregoing annual rate may elect to
measure the quantities of such cold water supplied to the Lessee by a meter or
meters to be installed by the Port Authority for such purpose in which event the
Lessee shall pay to the Port Authority for the cold water as billed by the Port
Authority from time to time at the following rate: Thirty-three Dollars and
Thirty-two Cents ($33.32) per thousand cubic feet; the charges (whether on a
flat rate or metered basis) to be subject to increase form time to time by
reason of increase in rates charged to the Port Authority as provided in Section
42(f) of the Lease.
(iii) The furnishing of cold water by the Port Authority as
provided for herein shall be subject to all the terms, provisions and conditions
of the Lease, including but not limited to the provisions of Section 42 thereof.
(h) The Lessee shall not be required by reason of the provisions of
paragraph (g) of Section 7 to make structural improvements, alterations or
repairs to the premises which are required generally throughout the World Trade
Center unless the requirement generally throughout the World Trade Center
results from particular operations of the Lessee in the premises which are not
common to other tenants at the World Trade Center.
(i) Change reflected in Section 7.
(j) Change reflected in Section 8.
(k) Change reflected in Section 8.
(l) Change reflected in Section 8.
(m) Change reflected in Section 9.
(n) In the event of damage to the premises under circumstances
described in paragraph (a)(2) of Section 9, the Port Authority shall advise the
Lessee within thirty (30) days after the occurrence of the damage which of the
options thereunder it elects to pursue, and if the Port Authority elects under
subdivision (i) of said paragraph (a)(2) to repair or rebuild the premises and
estimates that the repairs or rebuilding cannot be completed within two hundred
ten (210) days after the occurrence of the damage, the Port Authority shall so
notify the Lessee, which notification shall include the Port Authority's
estimate of the time required for such repairs or rebuilding, and thereafter the
Lessee shall have the right on thirty (30) days' notice to the Port Authority,
exercised with ten (10) days after the Lessee's receipt of notice from the Port
Authority respecting the duration of the repairs or rebuilding, to terminate the
letting under this Agreement, provided that a responsible officer of the Lessee
shall certify to the Port Authority that on an economic or operational basis the
premises are unusable by the Lessee for the operations described in Section 3 of
this Agreement prior to the substantial completion of the repairs or rebuilding
and provided further that the Lessee is not under notice of termination from the
Port Authority either on the date of the giving of its notice to the Port
Authority or on the effective date thereof. If, in the event of such damage, the
Port Authority shall have estimated that the necessary repair or rebuilding can
be completed within two hundred ten (210) days after the occurrence of the
damage and shall have elected under subdivision (i) of paragraph (a)(2) of
Section 9 to repair or rebuild the premises, and provided that the necessary
repairs or rebuilding are not completed by the Port Authority within the said
two hundred ten (210) day period, the Lessee shall have the right, on thirty
(30) days' notice to the Port Authority, exercised within ten (10) days after
the expiration of the said two hundred ten (210) day period, to terminate the
letting under this Agreement, provided that a responsible officer of the Lessee
shall certify to the Port Authority that on an economic and operational basis
the premises are not usable by the Lessee for the operations described in
Section 3 of this Agreement prior to substantial completion of the repairs or
rebuilding and provided further that the Lessee is not under notice of
termination from the Port Authority either on the date of the giving of its
notice to the Port Authority or on the effective date thereof. In the event of
termination pursuant to this provision, this Agreement and the letting hereunder
shall cease and expire on the effective date of termination stated in the notice
as if such date were the date originally stated herein for the expiration of
this Agreement. Termination by the Lessee pursuant to the provisions of this
paragraph shall not relieve either party hereto of any obligations or
liabilities which shall have accrued on or before the effective date of
termination stated in the notice, or which shall mature on such date.
(o) (1) The Port Authority may employ any remedy or right of the Port
Authority set forth in this Agreement to recover amounts payable by the Lessee,
or to obtain the performance of obligations of the Lessee, arising or accruing
during the letting under the Other Agreement (as defined in Section 50 of this
Agreement), on the termination thereof or during the interim period, if any,
subsequent to the effective date of such termination and prior to the
commencement of the letting under this Agreement, and not paid, discharged or
performed prior to such commencement. Without limiting the generality of the
foregoing, the indemnity and agreement to hold harmless set forth in Section 11
of this Agreement shall also apply to claims and demands of third persons
against the Port Authority, its Commissioners, officers, agents and employees
arising out of the defaults, use or occupancy or acts or omissions set forth in
said Section 11 during the term of the letting under the Other Agreement as well
as during such interim period, if any.
(2) Change reflected in Section 11.
(p) The Lessee agrees to accept the premises in their "as is" condition
on the termination of the Other Agreement and the Port Authority shall have no
obligation under this Agreement for finishing work or preparation of the
premises for the Lessee's use except as may elsewhere be specifically provided
herein.
(q) Change reflected in Section 12.
(r) Change reflected in Section 12.
(s) Change reflected in Section 14.
(t) Change reflected in Section 15.
(u) Change reflected in Section 16.
(v) Change reflected in Section 16.
(w) Change reflected in Section 16.
(x) Change reflected in Section 16.
(y) Change reflected in Section 17.
(z) Change reflected in Section 20.
(aa) In the event the Port Authority installs in the premises a future
utility, mechanical, electrical, communication or other system and the Lessee as
a result of such future installation has to relocate operations from such
portion of the premises where such installation occurred to another portion of
the premises so as to give the Port Authority accessibility to such future
installation pursuant to the provisions of paragraph (c) of Section 7, then, in
such event, the Port Authority will pay to the Lessee its reasonable costs of
such relocation, including the cost of performing refinishing work.
(bb) Change reflected in Section 20.
(cc) Change reflected in Section 20.
(dd) Change reflected in Section 20.
(ee) Change reflected in Section 20.
(ff) Change reflected in Section 20.
(gg) Change reflected in Section 20.
(hh) Change reflected in Section 20.
(ii) Change reflected in Section 26.
(jj) Change reflected in Section 28.
(kk) Change reflected in Section 30.
(ll) Change reflected in Section 32.
(mm) Change reflected in Section 33.
(nn) Change reflected in Section 36.
(oo) Section 37 was deleted in its entirety.
(pp) (Deleted)
(qq) Section 38 was deleted in its entirety.
(rr) The Lessee acknowledges that facilities for heat, ventilation and
air-cooling have heretofore been installed in the premises pursuant to a certain
design configuration for the premises and notwithstanding the provisions of
Section 42 of this Agreement, the Port Authority makes no representations that
such heat, ventilation and air-cooling shall maintain in the premises an even
and comfortable working temperature and in the event any alteration to such
facilities shall be required in order to maintain an even and comfortable
working temperature, the cost of the same shall be borne by the Lessee. Subject
to the provisions of the foregoing sentence, the Port Authority represents that
the design criteria and capacity of the heat, ventilation and air-cooling system
available to the Lessee in the premises are as set forth in Schedule D attached
hereto.
(ss) The words, "during the normal business hours" set forth in
paragraph (a)(2) of Section 42 were deleted but notwithstanding such deletion
the Port Authority will provide electricity for overhead lighting solely during
normal business hours and if the Lessee desires overhead lighting other than
during normal business hours the Lessee may request same from the Port Authority
and the Lessee will be required to pay the Port Authority an additional and
separate charge therefore pursuant to a rate schedule established by the Port
Authority as such rate schedule may be changed from time to time.
(tt) Change reflected in Section 42.
(uu) Change reflected in Section 42.
(vv) Change reflected in Section 42.
(ww) Change reflected in Section 42.
(xx) Change reflected in Section 42.
(yy) Change reflected in Section 42.
(zz) Section 43 was deleted in its entirety.
(aaa) Change reflected in Section 45.
(bbb) Change reflected in Section 45.
(ccc) Change reflected in Section 46.
(ddd) Change reflected in Section 46.
(eee) Nothing in Rule 7 of the Rules and Regulations shall be construed
to prohibit the Lessee from conducting in the premises any of the operations or
activities set forth in Section 3 of the Lease.
(fff) Notwithstanding Rule 31, the Lessee shall only be obligated to
pay for the services it requests.
(ggg) Notwithstanding the provisions of Rule 23 of the Rules and
Regulations, the Lessee shall have no obligation to replace the existing World
Trade Center standard drapes on the exterior windows in the premises but may do
so at its own expense, using such draperies as the Port Authority may in its
discretion approve.
(hhh) Rule 35 shall be applicable to the Lessee's trash removal
obligations only to the extent that Schedule B is not applicable.
It shall not be necessary to physically make the aforesaid changes in the
aforesaid Sections of this Agreement.
SECTION 52. Entire Agreement
This Agreement consists of the following: pages 1 through 43,
inclusive, plus Exhibits A, R, X and Y and Schedules A, B and D.
It constitutes the entire agreement of the parties on the subject
matter hereof and may not be changed, modified, discharged or extended except by
written instrument duly executed by the Port Authority and the Lessee. The
Lessee agrees that no representation or warranties shall be binding upon the
Port Authority unless expressed in writing in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed these presents as
of the day and year first above written.
THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY
ATTEST:
/s/▇▇▇▇ ▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------- --------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary (Title) Acting Director
(Seal)
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
ATTEST:
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------- -----------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Asst. Secretary (Title) 1st Vice President and Treasurer
(Corporate Seal)
{GRAPHIC- DRAWING}
WTC-OL-1082
SCHEDULE A
1. For the purposes of this Schedule A, the following provisions shall
apply:
(a) "Taxes" shall mean real estate taxes and assessments which
may be imposed from time to time by the United States of America, the
State of New York or any municipality or other governmental authority,
upon the Port Authority with respect to the buildings, structures,
facilities or land at the World Trade Center or with respect to the
rentals or income therefrom in lieu of or in addition to any tax or
assessment which would otherwise be a real estate tax or assessment and
taxes shall include any payments in lieu of real estate taxes or
assessments which may be agreed upon between the Port Authority and any
of the foregoing governmental authorities, other than payments in lieu
of taxes described in paragraph (b) below.
(b) "Payments in lieu of taxes" shall mean such payments as
the Port Authority has agreed to pay the City of New York under an
agreement dated 1967 as it may have been or may be hereafter
supplemented or amended (hereinafter called "the City Agreement").
(c) The "annual per renewable square foot factor" referred to
in this Schedule was initially fixed at $1.25 in the City agreement and
provision was made in paragraph 7(3) of the City Agreement for changes
therein from time to time to reflect changes in the tax rate and
changes in assessed valuations.
(d) "Tax base" shall mean the annual per rentable square foot
factor finally established to be the annual per rentable square foot
factor to be used in computing payments in lieu of taxes for the tax
year beginning July 1, 1996.
(e) "Tax year" shall mean the twelve-month period established
by The City of New York as a tax year for real estate tax purposes.
(f) "Wage rate" shall mean the cost for an hour's work by a
▇▇▇▇▇▇ engaged to work a 40 hour work week in a Class A office building
in the City of New York which hourly cost shall be limited solely to
the hourly wage rate for porters as that rate is established from time
to time by collective bargaining agreement between the Realty Advisory
Board on Labor Relations, Incorporated, acting on behalf of various
building owners and Local 32B-32J, Service Employees International
Union, AFL-CIO, (which collective bargaining agreement is hereinafter
referred to as "the Contract"), plus a proper proportion of fringe
benefits and other payroll costs. As used herein:
(1) "▇▇▇▇▇▇" or "porters" shall mean those employees
engaged in the general maintenance and operation of office
buildings and classified as "Others" by the Contract.
(2) "Fringe benefits" shall mean the items of cost
which an employer would be obligated to pay or would incur
pursuant to the Contract on the basis of wages paid to a
▇▇▇▇▇▇ engaged to work a 40 hour work week in Class A office
building in New York City who is entitled to receive on an
annual basis the maximum entitlement under the Contract,
including, without limitation, vacation allowances, sick
leave, holiday pay, birthdays, jury duty, medical checkup,
lunch time, relief time, other paid time off, bonuses, union
assessments allocable to pension plans and welfare and
training funds, and health, life, accident, or other such
types of insurance.
(3) "Other payroll costs" shall mean taxes payable
pursuant to law by an employer upon the basis of wages paid to
a ▇▇▇▇▇▇ engaged to work a 40 hour work week in a Class A
office building in New York City, including, without
limitation, F.I.C.A., New York State Unemployment Insurance
and Federal Unemployment Insurance.
If at any time during the term of the letting under the Lease
the Contract shall require regular employment of porters on days or
during hours when overtime or other premium pay rates are in effect
pursuant to the Contract the hourly wage rate for porters under the
Contract for the applicable period shall be determined by dividing the
weekly wage an employer would be obligated to pay a ▇▇▇▇▇▇ engaged to
work a 40 hour work week in a Class A office building in New York City
under the Contract by 40.
If either the Realty Advisory Board on Labor Relations,
Incorporated or Local 32B-32J, Service Employees International Union,
AFL-CIO shall cease to exist or a collective bargaining agreement shall
cease to be negotiated between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, or if the job classification "Others"
shall be renamed or abolished in any subsequent collective bargaining
agreement entered into between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, then the wage rate to be used in applying
the provisions of this Schedule shall be the wage rate for those
employees engaged in the general maintenance and operation of Class A
office buildings either pursuant to any subsequent collective
bargaining agreement between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, or if there is no such agreement, then
pursuant to such agreement as the Port Authority shall select.
(g) "Basic wage rate" shall mean the wage rate in effect on
January 1, 1996.
(h) "Rentable square feet in the premises" shall mean 7,183
square feet.
(i) "Lease" shall mean the agreement of lease to which this
schedule is attached.
2. From and after each July 1, following the commencement date of the
letting under the Lease, the Lessee shall pay an additional basic rental under
the Lease at the annual rate computed by multiplying the rentable square feet in
the premises by the excess over the tax base of the total of: (i) the annual per
rentable square foot amount of taxes for the tax year beginning on that July 1;
and (ii) the annual per rentable square foot factor used in computing payments
in lieu of taxes for the tax year beginning on that July 1. If taxes become
payable on a basis other than an annual amount per rentable square foot, the
Port Authority will allocate those taxes to the rentable square feet of space in
the World trade Center and will notify the Lessee of the amount of such
allocation.
3. In addition to additional basic rental payable under paragraph 2
above, from and after the commencement date of the letting under the Lease, the
Lessee shall pay additional basic rental under the Lease at an annual rate equal
to $0.0075 for each $0.01, or major fraction thereof, that the wage rate in
effect on the commencement date of the letting and each wage rate thereafter
established form time to time during the term of the letting exceeds the basic
wage rate, multiplied by the rentable square feet in the premises.
4. If the imposition or allocation of taxes or the establishment of an
annual per rentable square foot factor to be used in computing payments in lieu
of taxes for any tax year or the establishment of a wage rate to be effective
for any period of time is delayed for any reason whatsoever, the Lessee shall
nevertheless continue to pay the additional basic rental at the annual rate then
in effect subject to retroactive adjustments at such times as the taxes are
imposed or allocated or the said per rentable square foot factor or wage rate
shall have been established.
5. After imposition and allocation of taxes for any tax year and the
establishment for each tax year of the annual per rentable square foot factor
used in computing payments in lieu of taxes and after the effective date of each
wage rate in excess of the basic wage rate, the Port Authority will compute the
annual rate or rates of additional basic rental payable by the Lessee under
paragraph 2 or 3 above and will notify the Lessee of the amounts thereof.
Additional basic rental accruing under paragraph 2 or 3 above shall be computed
separately and each amount thereof shall be payable by the Lessee to the Port
Authority in advance in monthly installments, each installment being equal to
1/12 of the annual rate except that if at the time the Port Authority gives
notice to the Lessee under this paragraph, additional basic rental shall have
accrued for a period prior to the notice, the Lessee shall pay such additional
basic rental in full for such period, within ten days after such notice.
6. If after an amount of additional basic rental shall have been fixed
under paragraphs 2 or 3 above for any period, taxes are imposed or the amount of
taxes or the annual per rentable square foot factor in regard to payments in
lieu of taxes or the wage rate used for computing such additional basic rental
shall be changed or adjusted, then the additional basic rental payable for that
period shall be recomputed and from and after notification of the imposition,
change or adjustment, the Lessee shall make payments based upon the recomputed
additional basic rental and upon demand the Lessee shall pay any excess in
additional basic rental as recomputed over amounts of additional basic rental
heretofore actually paid. If such change or adjustment results in a reduction in
the amount of additional basic rental for any period prior to notification, the
Port Authority will credit the Lessee with the difference between the additional
basic rental as recomputed for that period and amounts of additional basic
rental actually paid.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
For the Port Authority
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------
For the Lessee
WTC-OL-RIS1589
SCHEDULE B
Routine Office Cleaning
Daily (Five days each week except Saturdays, Sundays, and Holidays
1. Empty and damp wipe ash trays, empty waste baskets. Transport
collected waste from normal daily office operations only to trash
handling areas and removal from the building. Collection and removal of
waste different from or in excess of that from normal daily office
operations is not included and shall be deemed additional cleaning
services and requested in accordance with the provisions of this
Schedule.
2. Dust horizontal surfaces of office furniture, equipment, ledges, and
▇▇▇▇▇.
3. Dust sweep vinyl asbestos floor and/or spot vacuum carpeted
surfaces, if any.
4. Clean and sanitize water fountains.
5. Damp wipe fingerprints, smears, smudges, etc., on door, wall and
partition surfaces.
Weekly (Once each week)
6. Dust vertical surfaces of office furniture and equipment.
7. Vacuum entire carpeted floor surfaces.
Quarterly (Once each three months)
8. Wash interior surfaces of exterior window glass.
9. Dust all pictures, frames, charts, graphs, and similar wall
hangings, plus partitions, doors, and door frame surfaces.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
For the Port Authority
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------
For the Lessee
SCHEDULE ▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ INC.
21st Floor - Two WTC
HEATING, VENTILATING AND AIR CONDITIONING SYSTEM
The HVAC system is of a dual system design incorporating a peripheral induction
unit system which supplies air within fifteen (15) feet distance measured
inboard from the exterior glass, and interior system which conditions the
balance of the floor area. The design basis are 4 ▇▇▇▇▇/sq. ft., 100 sq.
ft./person. Each of the systems will deliver the following quantities subject to
a + 10% variance.
HVAC AIR SUPPLY QUANTITIES - PERIPHERAL SYSTEM
NORTH WEST SOUTH EAST
UNIT TYPE, UNIT TYPE, UNIT TYPE, UNIT TYPE,
NO. OF UNITS/EXP., NO. OF UNITS/EXP., NO. OF UNITS/EXP., NO. OF UNITS/EXP.,
FLOOR CFM CFM CFM CFM
----- --- --- --- ---
21 9 (#4) 60 11 (#3) 50
21 1 (#5) 40 1 (#2) 35
Induction units are spaced at the rate one (1) unit per two (2) windows average,
subject to verification of actual field conditions. Each unit delivers air of
approximately 60(degree)F utilizing water which in winter ranges between
80(degree)F to 130(degree)F as needed, and in summer at 60(degree)F average.
Supply air to induction units is constant with variable water temperature and
rate of flow.
HVAC AIR SUPPLY QUANTITIES - INTERIOR SYSTEM
AVERAGE SUP.
QUADRANT NE NW SE SW AIR TEMP
FLOOR CFM CFM CFM CFM SUMMER - WINTER
----- --- --- --- --- ---------------
21 2467 60(degree)F
Interior supply air rate is .84 CFM per square foot. Air temperature is
controlled by zone thermostat at central air handling unit. Design is based on
one (1) person per 100 square feet and four (4) ▇▇▇▇▇ per square foot.
WTC-CSL-101068 X
CONSENT TO SUBLEASE
Port Authority Lease No.
(said Lease being dated as of )
THIS AGREEMENT, made as of by and among THE PORT AUTHORITY
OF NEW YORK AND NEW JERSEY (hereinafter called "The Port Authority"), a body
corporate and politic, created by Compact between the States of New Jersey and
New York, with the consent of the Congress of the United States of America and
having an office at One World Trade Center, in the Borough of Manhattan, City,
County and State of New York, and (hereinafter called "the Lessee"), and
(hereinafter called "the sublessee"), whose representative is
WITNESSETH, That:
WHEREAS, the Port Authority and the Lessee have entered into a Lease
identified above by Port Authority Lease Number and by date and covering
premises at the World Trade Center in the Borough of Manhattan, City, County and
State of New York (which lease, as the same may have been or may hereafter by
supplemented and amended is hereinafter called "the Lease"); and
WHEREAS, the Lessee has requested the consent of the Port Authority to
a proposed sublease, a copy of which is attached hereto and made a part hereof
and is hereinafter called "the Sublease";
NOW, THEREFORE, for and in consideration of the covenants and mutual
agreements herein contained, the Port Authority, the Lessee and the Sublessee
hereby agree as follows:
1. On the terms and conditions hereinafter set forth the Port Authority
consents to the Sublease.
2. The Sublease shall terminate and expire, without notice to the
Sublessee, on the day preceding the date of expiration or earlier termination of
the Lease, or on such earlier date as the Lessee and Sublessee may agree upon or
on the effective date of any revocation of this Consent by the Port Authority.
The Sublessee shall quit the subleased premises and remove its property and
property for which it is responsible therefrom on or before the termination or
expiration of the Sublease.
3. If the Lessee shall at any time be in default under the Lease, the
Sublessee shall on demand of the Port Authority pay directly to the Port
Authority any rental, fee or other amount due to the Lessee. No such payment
shall relieve the Lessee from any obligations under the Lease or under this
Consent or affect the Port Authority's rights or remedies thereunder but all
such payments shall be credited against the obligations of the Lessee or of the
Sublessee, as the Port Authority may determine, for each payment or part
thereof.
4. In any case of difference between the provisions of the Lease or of
this Consent and the provisions of the Sublease, the provisions of the Lease or
of this Consent, as the case may be, shall be controlling, it being the
intention of the Port Authority merely to permit the exercise of the Lessee's
rights (to the extent permitted by the Sublease) by the Sublessee, and not to
enlarge or otherwise change the rights granted by the Lease. All of the terms,
provisions and conditions of the Lease shall be and remain in full force and
effect.
5. The Sublessee, in its operations under or in connection with the
Sublease and its occupancy of the premises, agrees to assume, observe, be bound
by and comply with all the terms, provisions, covenants and conditions of the
Lease. Without limiting the generality of the foregoing, the Sublessee shall use
the premises for the purposes set forth in Section 3 of the Lease and for no
other purpose whatsoever.
6. Without in any wise affecting the obligations of the Lessee under
the Lease and under this Consent, the Sublessee agrees with respect to its acts
and omissions to indemnify the Port Authority and to make repairs and
replacements as if it were the Lessee under the Lease. However, all acts and
omissions of the Sublessee shall be deemed to be acts and omissions of the
Lessee under the Lease and the Lessee shall also be severally responsible
therefor, including but not limited to the obligations of indemnification and
repair.
7. In addition to all other remedies available to the Port Authority
under the Lease or otherwise, this Consent may be revoked by the Port Authority
by notice to the Lessee and the Sublessee in the event of any breach by the
Sublessee of any term or provision of the Lease or of this Consent and no such
revocation shall be deemed to affect the Lease or the continuance thereof. Any
notice given to the Sublessee shall be sufficient if given in accordance with
the Section of the Lease entitled "Notices," for the purpose of which the
Sublessee hereby designates the person named as representative on the first page
hereof as its officer or representative upon whom notices may be served and the
Sublessee designates its office at the address stated on the first page hereof
as the office where such notices may be served.
8. The Lessee and Sublessee represent and warrant that the attached
Sublease sets forth the full and entire rental or other consideration payable to
the Lessee by the Sublessee for or in connection with the subletting hereunder
or use or occupancy of the subleased space and they further represent and
warrant that there is no rental or consideration other than as stipulated in the
attached Sublease.
9. The granting of this Consent by the Port Authority shall not be or
be deemed to operate as a waiver of the requirement for consent to any
subsequent subletting (by the Lessee or by the Sublessee) or to any assignment
of the Lease or the Sublease or of any rights under either of them, whether in
whole or in part.
10. References herein to the Sublessee shall mean and include the
Sublessee, its officers, agents, employees and also others on the premises or
the Facility with the consent of the Sublessee.
11. Neither the Commissioners of the Port Authority nor any of them,
nor any officer, agent or employee thereof shall be held personally liable to
the Lessee or to the Sublessee under any term or provision of this Consent or
because of its execution or because of any breach or alleged breach thereof.
IN WITNESS WHEREOF, the Port Authority, the Lessee and the Sublessee
have executed these presents.
ATTEST: THE PORT AUTHORITY OF NEW YORK
AND NEW JERSEY
___________________________ By__________________________________
(Title) ____________________________
(Seal)
ATTEST: ____________________________________
Lessee
___________________________ By__________________________________
(Title) ____________________________
(Corporate Seal)
ATTEST: ____________________________________
Sublessee
___________________________ By__________________________________
(Title) ____________________________
(Corporate Seal)
FORM CSL; ACK. N.Y., Corp. & Ind.
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 . before me
personally came to me known,
who, being by me duly sworn, did depose and say that he resides in
; that he is
of The Port
Authority of New York and New Jersey, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of the said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by order of the Board of Commissioners of the said
corporation; and that he signed his name thereto by like order.
-----------------------------------
(notarial seal and stamp)
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 . before me
personally came to me known,
who, being by me duly sworn, did depose and say that he resides at
; that he is
of
the corporation described in, and which executed the foregoing
instrument; that he knows the seal of the said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of the said corporation; and that he signed his
name thereto by like order.
------------------------------------
(notarial seal and stamp)
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 . before me
personally came to me known,
and known to me to be the individual described in and who executed the foregoing
instrument, and
acknowledged to me that (s)he executed the same.
------------------------------------
(notarial seal and stamp)
FORM EWT-OL - Assignment, all Facilities
82773
ASSIGNMENT OF LEASE
WITH ASSUMPTION AND CONSENT (Lease No. )
THIS AGREEMENT, made as of by THE PORT AUTHORITY OF NEW
YORK AND NEW JERSEY (hereinafter called "the Port Authority"), a body corporate
and politic created by Compact between the States of New York and New Jersey,
with the consent of the Congress of the United States of America, having an
office for the transaction of business at One World Trade Center, in the Borough
of Manhattan, in the City, County and State of New York, and
(hereinafter called "the Assignor"),
a corporation organized and existing under the laws of the State of
with an office for the transaction of business at
an individual, residing at
a partnership, consisting of
and
(hereinafter called "the Assignee"),
a corporation organized and existing under the laws of the State of
with an office for the transaction of business at
an individual, residing at
a partnership, consisting of
the representative of which is
WITNESSETH, THAT:
WHEREAS, the Assignor desires to assign to the Assignee that certain
Agreement of Lease dated as of , 19 , made by and between The
Port Authority and the Assignor, and hereinafter, as the same has been
heretofore amended and extended, called "the Lease";
FORM EWT - Assignment
10/13/70
covering premises at
WHEREAS, the Port Authority is willing to consent to such assignment on
certain terms, provisions, covenants and conditions:
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, the Port Authority, the Assignor and the Assignee hereby agree
as follows:
1. The Assignor does hereby assign, transfer and set over to the
Assignee, heirs, executor, administrators and successors to and their
own proper use, benefit and behoof forever, the Lease, to have and to
hold the same unto the Assignee heirs, executors, administrators and
successors from the day of , 19 , for and during all the
rest, residue, and remainder of the term of the letting under the
Lease, subject nevertheless to all the terms, provisions, covenants and
conditions therein contained; and the Assignor does hereby assign,
transfer and set over unto the Assignee heirs, executors,
administrators and successors, all right, title and interest of the
Assignor in and to a certain deposit (whether of cash or bonds) in the
amount of made by the Assignor with the Port Authority, as security for
the performance of the terms, provisions, covenants and conditions of
the Lease, but subject to the provisions of the Lease and to any claim
or right to the said deposit or any part thereof heretofore or
hereafter made or to be made on the part of the Port Authority.
2. The Port Authority hereby consents to the foregoing assignment.
Notwithstanding anything herein to the contrary, the granting of such
consent by the Port Authority shall not be, or be deemed to operate as,
a waiver of the requirement for consent or consents to each and every
subsequent assignment by the Assignee or by any subsequent assignee,
nor shall the Assignor be relieved of liability under the terms,
provisions, covenants and conditions of the Lease by reason of this
consent of the Port Authority or of one or more other consents to one
or more other assignments thereof.
3. The Assignor agrees that this assignment of the Lease and this
consent of the Port Authority thereto shall not in any way whatsoever
affect or impair the liability of the Assignor to perform all the
terms, provisions, covenants and conditions, including without
limitation thereto the obligation to pay rent, of the Lease on the part
of the Lessee or tenant thereunder to be performed, and that the
Assignor shall continue fully liable for the performance of all the
terms, provisions, covenants and conditions, including without
limitation thereto the obligation to pay rent, on the part of the
Lessee or tenant thereunder to be performed.
FORM EWT-OL-Assignment,
32679
4. The Assignee does hereby assume the performance of and does hereby
agree to perform, observe and be subject to, all the terms, provisions,
covenants and conditions, including without limitation thereto the
obligation to pay rent, contained in the Lease, which were or are to be
performed or observed by or are applicable to the Lessee thereunder, as
though the Assignee were the original signatory to the Lease. Without
limiting the foregoing, as an inducement to the Port Authority to
consent to this assignment, the Assignee has agreed to all the
provisions of Section 7(h) and has made the same representations
required of the Lessee under Section 7(h) and the Assignee hereby
covenants and agrees that the Assignee will use the premises solely for
the purpose set forth in Section 3 of the Lease and that such use shall
be subject to the provisions of Section 7(h) of the Lease. The
execution of this instrument by the Port Authority does not constitute
a representation by it that the Assignor has performed or fulfilled
every obligation required by the Lease; and as to such matters the
Assignee agrees to rely solely upon the representations of the
Assignor.
5. Neither the Commissioners of the Port Authority nor any of them, nor
any officer, agent or employee thereof, shall be charged personally by
the Assignor or by the Assignee with any liability or held liable to
either of them under any term or provision of this Agreement, or
because of its execution or attempted execution, or because of any
breach or attempted or alleged breach thereof.
IN WITNESS WHEREOF, the Port Authority, the Assignor and the Assignee
have executed these presents as of the date first hereinabove set forth.
ASSIGNOR:
___________________________________
ATTEST: By___________________________________
________________________________ (Title)______________________________
(Seal)
ASSIGNEE:
___________________________________
ATTEST: By___________________________________
________________________________ (Title)______________________________
(Seal)
WITNESS:
________________________________ _______________________________(L.S.)
WITNESS:
________________________________ _______________________________(L.S.)
THE PORT AUTHORITY OF NEW YORK
AND NEW JERSEY
__________________________________
ATTEST: By___________________________________
________________________________ (Title)______________________________
(Seal)
FORM EWT - Assignment
10/13/70
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 , before me came to me known, who,
being by me duly sworn, did depose and say that he resides at that he is the of
the PORT OF NEW YORK AUTHORITY, the corporation described in, and which executed
the foregoing instrument; that he knows the seal of the said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by order of the Commissioners of the said corporation; and that he
signed his name thereto by like order.
------------------------------
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 , before me personally came to me
known, who, being by me duly sworn, did depose and say that he resides at that
he is the of the corporation described in, and which executed the foregoing
instrument; that he knows the seal of the said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
order of the Board or Directors of the said corporation; and that he signed his
name thereto by like order.
------------------------------
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of , 19 , before me personally came to me
known, who, being by me duly sworn, did depose and say that he resides at that
he is the of the corporation described in, and which executed the foregoing
instrument; that he knows the seal of the said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
order of the Board or Directors of the said corporation; and that he signed his
name thereto by like order.
------------------------------
EXHIBIT R
RULES AND REGULATIONS
FOR THE WORLD TRADE CENTER
1. Permission granted to use World Trade Center conditional. Permission
granted by the Port Authority directly or indirectly, expressly or by
implication, to any person or persons, to enter upon or use any part of the
World Trade Center (including lessees and other persons occupying or using space
at the World Trade Center, persons doing business with the Port Authority or
with its lessees or permittees, and all other persons whatsoever whether or not
of the type indicated), is conditioned upon compliance with the Port Authority
Rules and Regulations as from time to time may be changed; and entry upon or
into the World Trade Center by any person shall be deemed to constitute an
agreement by such person to comply with said Rules and Regulations.
2. The Manager of the World Trade Center shall have authority to deny
the use of the World Trade Center to any person violating the said Rules and
Regulations or laws, ordinances or regulations of the United States, the State
of New York or the City of New York.
3. Entry restrictions. Persons shall use the common areas and
facilities in the World Trade Center solely for purposes of ingress and egress,
and no person shall cause any obstruction of or loiter in any such common area
or facility. No person shall interfere with the safe, orderly flow of vehicular
or passenger traffic. No person shall be permitted to sleep, lie down or sit on
the floor, ledges, platforms, steps or escalators nor erect any unauthorized
permanent or temporary structure at the World Trade Center without the express
written permission of the Manager. In addition, no person shall spit, urinate or
defecate on any part of the World Trade Center other than in a urinal or toilet
intended for that purpose. No person shall enter upon any court or roof area or
parking area unless specifically so authorized by lease, permit, license or
other agreement with the Port Authority. The Port Authority may exclude from
buildings at the World Trade Center, between the hours of 6 p.m. and 8 a.m. and
at all hours on Saturday, Sundays and legal holidays, all persons who do not
present a pass to the World Trade Center. All such passes shall be in such form
as the Manager of the World Trade Center may prescribe from time to time and no
person shall issue passes unless authorized in writing by the Manager to do so.
Any area barricaded, roped off or otherwise restricted, shall be presumed to be
closed to the public, and members of the public are prohibited from entering
said areas without the express permission of the Manager or his designee.
Furthermore, if the Port Authority deems it advisable for security reasons,
occupants of space at the World Trade Center and persons frequently doing
business there shall provide, and their employees shall wear or carry, badges or
other suitable means of identification which shall be subject to the prior
approval of the Port Authority. Each person responsible for issuance of a pass
or other means of identification to another person shall be liable to the Port
Authority for all acts or omissions of such other persons.
4. No person shall ▇▇▇▇▇▇ or conduct or engage in any game of chance at
the World Trade Center unless such game of chance is permitted by local, state
and federal law and has been approved by the Manager.
5. No person may for commercial use make drawings or take still
photographs or motion pictures within the World Trade Center without permission
of the Manager.
6. No persons other than authorized persons or employees of the Port
Authority in designated areas shall bathe, shower, shave, launder or change
clothes or remain undressed in any public restroom, sink, washroom on or within
the World Trade Center.
7. Authorization required for commercial activity, entertainment or
solicitation of funds. No person at the World Trade Center, unless duly
authorized in writing by the Port Authority, shall: (a) sell, or offer for sale
any articles of merchandise or carry on any other commercial activity; or (b)
solicit any business or trade, or perform or offer to perform any service,
including without limitation thereto the carrying of baggage for hire, the
shining of shoes or bootblacking; or (c) entertain or offer to entertain any
persons by any method including, without limitation thereto, by singing, dancing
or playing any musical instrument; or (d) canvass, peddle, or solicit funds for
any purpose.
8. Alcoholic Beverage Restrictions. No person shall drink or carry any
open alcoholic beverage on any part of the World Trade Center, provided,
however, that this section shall not apply to those premises or areas wherein
the consumption of alcoholic beverages is permitted pursuant to the provisions
of a lease or other written agreement with the Port Authority.
9. Permission required for posting or distribution of printed matter,
etc. No person shall post, distribute, exhibit, inscribe, paint or affix (nor
shall any person cause, direct or order the posting, distributing, exhibiting,
inscribing, painting or affixing of) signs, advertisements, circulars, notices,
posters, or printed or written or pictorial matter or articles or objects of any
kind at, in, on or to any part of the common areas and facilities of the World
Trade Center without the prior written consent of the Manager of the World Trade
Center. In the event of the violation of the foregoing, the Port Authority may
remove the same without any liability, and may charge the expense and cost
incurred for such removal to the person or persons violating this rule.
10. Property Damage. No person shall deface, ▇▇▇▇, break or otherwise
damage any part of the World Trade Center or any property thereat. No person
shall remove, alter or deface any barricade, fence or sign at the World Trade
Center.
11. All persons at the World Trade Center shall exercise the utmost
care to avoid and prevent injury to persons and damage to property. Neither any
inclusion in nor any omission from these Rules and Regulations shall be
construed to relieve any person from exercising the utmost care to avoid and
prevent injury to persons and damage to property.
12. Lost articles to be turned over to Port Authority. Persons finding
lost articles at the World Trade Center shall turn them over to a Port Authority
policeman or to the office of the Manager. Articles which are not claimed by the
owner within 90 days may be turned over to the finders thereof, unless found by
Port Authority employees.
13. Animals and pets, barred, exception. No person except a police
officer or other person authorized by the Manager of the World Trade Center
shall enter in or upon the World Trade Center with any animal or pet of any kind
except a "seeing eye" dog or an animal properly confined for shipment.
14. Requests for Port Authority employees to perform work or services
to be directed to Manager. No person shall request any Port Authority employee
to do any work or perform any service, but shall make all such requests to the
Manager of the World Trade Center who may not comply with the request unless the
person making the request is entitled to receive the service at the time the
request is made under written agreement with the Port Authority, and each person
claiming to be so entitled shall make known such fact to the Manager when the
request is made.
15. Smoking, operation of cutting torches and like devices restricted.
No person shall smoke or carry lighted cigars, cigarettes, pipes, matches or any
naked flame in any place where smoking is specifically prohibited by signs, and
no person shall operate at the World Trade Center an oxyacetylene torch,
electric arc or similar flame or spark-producing device, ▇▇▇▇ or light a fire or
otherwise create a fire or life/safety hazard on any part of the World Trade
Center. No person shall tamper with or permit to be done anything which may
interfere with the effectiveness or accessibility of any fire prevention,
warning or extinguisher equipment at the World Trade Center nor use the same for
any purpose other than fire fighting or fire prevention. Tags showing date of
last inspection attached to units of fire extinguishing and fire fighting
equipment shall not be removed therefrom.
16. Transportation, storage, etc. of certain materials and substances
prohibited. No person shall store, keep, carry, handle, use, dispense or
transport at, in or upon the World Trade Center, or bring into the World Trade
Center for any purpose:
(a) any flammable, combustible, explosive, corrosive, oxidizing,
poisonous, compressed or otherwise offensive fluid, gas, chemical substance or
material, at such time or place or in such manner or condition as to endanger
unreasonably or as to be likely to endanger unreasonably persons or property; or
(b) any firearms or any other weapons, except persons carrying firearms
pursuant to and in compliance with law and all licenses, permits, etc. in
connection therewith including such of the following as may be on official duty:
authorized peace officers, post office, customs or express carrier employees or
members of the armed forces of the United States: or
(c) the following radioactive materials:
(1) source material (as defined in Standards for Protection
Against Radiation, promulgated by the Nuclear Regulatory Commission,
Title 10, Code of Federal Regulations, Part 20) including but not
limited to uranium, thorium, or any combination thereof (but not
including the "unimportant quantities of source material" set forth in
10CFR 40.13);
(2) special nuclear material (as defined in Standards for
Protection Against Radiation, promulgated by the Nuclear Regulatory
Commission, Title 10. Code of Federal Regulations, Part 20) including,
but not limited to, plutonium, uranium 233, uranium enriched in the
isotope 233 or in the isotope 235, or any material artificially
enriched by any of the foregoing:
(3) nuclear reactor fuel elements that are partially expended
or irradiated;
(4) new nuclear reactor fuel elements;
(5) radioactive waste material; or
(6) any radioactive material moving under an Interstate
Commerce Commission special permit or Nuclear Regulatory Commission
permit and escort.
17. Tampering with controls, equipment, etc. prohibited. No person
shall tamper with or permit it to be done anything which may interfere with the
effectiveness or accessibility of any World Trade Center controls, machinery or
equipment including without limitation thereto thermostats, heater valves,
sprinkler valves and devices, or blower motors, and no person shall turn on or
off heating or air cooling controls in the World Trade Center or operate, adjust
or otherwise handle or manipulate any of the aforesaid systems or portions
thereof or operate any other equipment, machinery or other devices installed or
located therein unless expressly authorized in writing by the Port Authority to
do so.
18. Overloading of utility, mechanical, etc., systems prohibited. No
person shall keep, maintain, place or install, use or connect at the World Trade
Center any equipment or engage in any activity or operation at the World Trade
Center which will cause or tend to cause an overloading of the capacity of any
electrical circuit or system or portion of any other utility, mechanical,
electrical, electronic, computerized communication or other systems serving the
World Trade Center, nor do or permit to be done anything which may interfere
with the effectiveness or accessibility of existing and future utility,
mechanical, electrical, electronic, computerized communication or other systems
or portions thereof at the World Trade Center. No person shall in any common
area plug a TV, radio or electrical device into any electrical outlet or connect
any device to any utility at or in the World Trade Center without the express
written approval of the Manager.
19. Obstruction of expansion or contraction joints prohibited. No
person shall place any furniture, machine or equipment over any expansion or
contraction joint unless one end of such furniture, machine or equipment is free
to permit expansion or contraction.
20. Permission required for installations or operation of certain
equipment. No person shall install or use at the World Trade Center, except with
the prior written consent of the Manager of the World Trade Center, any air
conditioning unit or equipment, refrigerator, heating or cooking apparatus or
other power-activated equipment or any signal or call system or other
communication systems or equipment or any device which connects to the power or
other lines for signal or communications or other transmissions in any way
whatsoever. No person shall install or operate at the World Trade Center any
device which may in the Port Authority's opinion interfere with or impair any
radio, television or telephone transmission or reception or any other
communication service.
21. Permission required to lay floor covering. No person shall lay any
linoleum, floor tile, carpeting or any other affixed floor covering at the World
Trade Center without the prior written consent of the Manager of the World Trade
Center, and if such consent is given, such directions as the Port Authority may
give as to methods and procedures to be used in the laying and installing of any
such floor covering shall be followed.
22. Locks and keys. No person shall place any additional lock of any
kind upon any window or interior or exterior door without the prior written
consent of the Manager and unless a key thereof is delivered to the Port
Authority, nor make any change in any door or window lock or the mechanism
thereof, except with the prior written consent of the Manager. Upon the
expiration or sooner termination of any agreement covering occupancy of space,
the occupant shall surrender to the Port Authority any and all keys to interior
and exterior doors or windows, whether said keys were furnished to or were
otherwise procured by occupants and in the event of the loss of any keys
furnished by the Port Authority the occupant shall pay to the Port Authority the
Port Authority's cost of replacement thereof.
23. Obstruction of light, air, heat, passage, etc. prohibited. No
person shall obstruct or permit the obstruction of light, air or passage in the
World Trade Center, or cover or obstruct any elements of the heating,
ventilating or air cooling systems therein. In addition, no person shall place
any window coverings including without limitation thereto, curtains, blinds,
shades, draperies or screens on any exterior window, without the prior written
consent of the Manager of the World Trade Center, but all occupants of space
shall provide and install, at their expense, such draperies as the Port
Authority may in its discretion require or approve, and all occupants of space
shall keep the draperies closed whenever the sun is shining on the windows.
24. Approval required for certain service contracts. No person shall
purchase or contract for spring water, ice, waxing, rug shampooing, draperies,
towels, cleaning, glass washing, furniture polishing, lamp servicing, cleaning
of electric fixtures, removal of waste paper, rubbish and garbage, or other like
services at the World Trade Center except from contractors, companies or persons
approved by the Port Authority.
25. Measures required to eliminate damaging vibrations. All persons in
their operations and use of space at the World Trade Center shall take all
reasonable measures to eliminate vibrations tending to damage any part of the
World Trade Center.
26. Objectionable noise prohibited. No person shall make, continue,
cause or permit to be made or continued, any objectionable or disturbing noises
or disturb or interfere with occupants of the World Trade Center or neighboring
buildings or premises, whether by the use of any loudspeaker or other amplifying
device, musical instrument, radio, talking machine, television, unmusical noise,
whistling, singing, or in any other way. Nothing in this section shall affect
the right of the Port Authority in its sole discretion to authorize commercial
activity, entertainment or solicitation of funds.
27. Acts or omissions resulting in filing of liens prohibited. No
person shall do or omit it to do anything which may be grounds for the filing of
any mechanic's or other lien against the World Trade Center or any part thereof.
Nothing herein shall be deemed to be a consent by the Port Authority to any such
lien or the filing thereof or any implication that such lien would be valid or
enforceable against the Port Authority or its property, but if such lien is
filed, notwithstanding that it may be groundless or unenforceable, the Port
Authority may take such steps as may be required to remove it including payment
of any debts alleged to be owed by any person and such person shall pay the Port
Authority the Port Authority's cost thereof upon demand.
28. Names of persons to be notified in event of emergency to be filed.
Each occupant of space at the World Trade Center shall file with the Port
Authority the name, address, and telephone number of at least two authorized
representatives to be notified in the event of an emergency.
29. Doors, windows to be locked and utility services turned off upon
leaving. All occupants of space at the World Trade Center shall before leaving
the same at any time, close and lock all entrance doors therein and turn off all
utility services controllable by the occupant.
30. Use of premises for lodging, sleeping or immoral purposes
prohibited. No occupant of space at the World Trade Center shall use the same
for lodging or sleeping purposes or for any immoral purposes.
31. Use of premises during other than normal business hours. When an
occupant of space at the World Trade Center intends to occupy the space during
hours other than normal business hours, the occupants shall make a request, in
writing, for such of those services which the occupant is entitled to receive
during normal business hours as the occupant may desire during hours other than
normal business hours, each such request to be made by 4 p.m. of the last
business day before each day during which the services are desired. Such
services will be provided and paid for by the occupant in accordance with the
schedule of rates established by the Port Authority from time to time and the
occupant agrees that the Port Authority has made no representations or
warranties that the premises will be habitable or usable by the occupant during
other than normal business hours unless the aforesaid services are requested in
advance by the occupant. An occupant of any space at the World Trade Center
shall advise the Manager of the World Trade Center one day in advance of any
occasion when the space he occupies will not be occupied during normal business
hours because of vacations or special holidays.
32. Sidewalks, open areas, etc. to be kept free from snow, ice, dirt
and rubbish. All persons occupying at the World Trade Center any space which has
an entrance or exit opening out on a sidewalk or other open area, shall keep all
sidewalks, open areas, curbs, lobbies, vestibules and steps adjacent to such
space free from snow, ice, dirt and rubbish.
33. Abandonment of property prohibited. No person shall abandon any
property at the World Trade Center. Nor shall any person for himself, herself or
another store either temporarily or permanently any personal property at any
part of the World Trade Center without the approval of the Manager of the World
Trade Center. No person shall store bundles, paper, cloth, cardboard or any
other material in solid, liquid or gas form that could in any way pose a fire or
life/safety hazard or obstruct or hinder passage without the express, written
approval of the Manager.
34. Accumulation and disposal of garbage, debris, waste, etc.
restricted. No person shall allow any garbage, debris, or other waste materials
(whether solid or liquid) to collect or accumulate at the World Trade Center and
each person shall be responsible for the removal from the World Trade Center of
all garbage, debris and other waste materials (whether solid or liquid) arising
out of that person's operations or occupancy or use of space at the World Trade
Center. All persons shall use extreme care when effecting removal of all such
waste and in no event shall any person use for such purpose any facilities of
the Port Authority without the prior consent in writing of the Manager of the
World Trade Center. All persons shall effect such removal only during such hours
and by such means as are prescribed by the Manager of the World Trade Center. No
person shall use the water closets, wash bowls or other plumbing fixtures for
any purposes other than those for which they were designed, and no person shall
throw therein any improper articles or substances (whether liquid or solid)
including without limitation thereto garbage, refuse, sweepings, rubbish, rags,
ashes or litter. No person shall drop or throw anything out of the doors,
windows or down the passageways or into any ventilating or elevator shaftway,
stairwell or other openings. The cost of correcting any condition or repairing
any damage resulting from misuse of fixtures or facilities or from other actions
prohibited herein shall be borne by the persons who, or whose officers,
employees, representatives, agents, contractors or invitees, have caused the
same.
35. Trash Removal. All persons at the World Trade Center are
responsible for providing for their own trash removal to a compactor provided by
the Manager for this purpose. No other method of trash disposal is permitted
without the express written consent of the Manager.
36. Movement of inventory, supplies, equipment, furnishings, etc.
restricted. No person shall move inventory, merchandise, supplies or materials,
fixtures, equipment, furnishings or bulky articles of any kind, including
without limiting the generality thereof, desks, chairs, tables, safes, cabinets,
shelves, business machines, fans or floor coverings, to or from any space at the
World Trade Center except with the prior written consent of the Manger of the
World Trade Center and during such hours on such days as may be prescribed by
the Manager of the World Trade Center. In no event will consent be given unless
the person employed or under contract to perform such moving is competent and
responsible and at least 24 hours' notice of the person's desire to have such
moving performed has been given in writing to the Manger of the World Trade
Center. No person shall use hand trucks in the passenger elevators or shall use
the passenger elevators to transport freight or bulky packages of any type
without the written consent of the Manager of the World Trade Center.
37. Right reserved to inspect freight, articles, packages, etc. brought
in or out. The Port Authority reserves the right to inspect all freight and
other articles including hand-carried packages brought into or out of the World
Trade Center and to exclude therefrom all articles which violate any of these
Rules and Regulations, and to require the occupants of space and others
regularly doing business at the World Trade Center to issue package passes (in
such form as may be approved by the Port Authority) for packages being carried
to or from, or from one location to another within the World Trade Center.
38. Elevator service.
(a) Non-exclusive automatic passenger elevator service will be operated
during normal business hours.
(b) Minimal passenger elevator service will be available at times other
than normal business hours for persons who may have business in the World Trade
Center during such times and whose presence in the World Trade Center is duly
authorized in the manner the Port Authority prescribes.
(c) Freight elevators and truck docks will be available for routine
movements during normal business hours. Notice must be given within normal
business hours to the Manager of the World Trade Center at least 24 hours in
advance in the event freight elevator service is desired which cannot be
accommodated as a routine movement or during normal business hours. The person
requesting the same will pay the cost for this extra freight elevator service in
accordance with the schedule of rates established by the Port Authority from
time to time. Persons for whose account property is being delivered or picked up
at the truck docks shall arrange for such delivery or pick-up to be made only at
such place or places as may be designated by the Port Authority for such
purposes and shall arrange for the handling and movement of the property in such
a way that it will be removed from the truck docks immediately upon its arrival
there, and such persons shall not allow any property to be placed or transported
at any time in any common area or facility at the World Trade Center unless the
area or facility is one which the Manager has designated as a proper area or
facility for that type of property or transportation or to remain therein for a
longer time than is necessary to transport it to its destination. The Port
Authority will not be responsible for the custody, security, handling or
movement of property while at the truck docks or on the freight elevators or
while en route to or from either of the same and the person for whose account
property is being delivered or picked up at the truck docks or is being
transported on, to or from freight elevators shall make all arrangements for
loading, unloading, handling and movement of the property and its security,
including keeping the property attended at all times. Property may be moved
within the World Trade Center solely by suitable vehicles of the indoor
industrial ▇▇▇▇▇▇▇ type with rubber tire and side guards and by way of such
routes as the Manager may designate from time to time.
39. Operation of elevators by persons other than Port Authority
employees prohibited. No person other than employees of the Port Authority, or
their designees, shall operate any freight elevator or passenger elevator
(except for the operation in automatic passenger elevators of such controls as
are designed for use by passengers) at the World Trade Center.
40. Use of elevator, escalators and loading docks restricted.
(a) Passenger elevators and escalators may not be used to carry
freight.
(b) The use of any escalator, elevator, private right-of-way or truck
loading dock at the World Trade Center will be subject to the direct control of
the Manager.
(c) No unauthorized person shall cause an elevator or escalator to stop
by means of any emergency stopping device unless continued operation would
appear to result in probably injury to a person or persons. Any such stopping
should be reported immediately to the Manager.
41. Vehicular traffic restricted. No person shall (nor shall any
occupant of space at the World Trade Center permit its officers, employees,
agents, representatives of other persons who are connected with or are doing
business with such occupant or who are at the World Trade Center for the purpose
of visiting such space, to) operate any automotive or other vehicle (including
skateboard, rollerskates or bicycle, scooter or any self-propelled vehicle or
device) in any area of the World Trade Center not designated for such use, or
operate the same in any vehicular roadway, parking area, public area or street,
in or adjacent to the World Trade Center, or park or allow any vehicle to stand
in any such roadway, area or street except in accordance with such signs, speed
limits, lights, signals, pavement marking, directions, laws, ordinances, rules
and regulations (of the Port Authority or of such other agency, municipality or
other governmental authority having jurisdiction) as may be in force from time
to time. No person shall park vehicles except in those portions of the parking
area designated for that purpose by the Port Authority and except upon payment
of such parking fees and charges as may from time to time be prescribed and if
specific space is assigned to that person then that person shall pay to the Port
Authority upon demand $25 per day per car parked in any area other than those
designated.
42. Disabled, abandoned, or illegally parked vehicles subject to
removal. The Manager may remove from any area at the World Trade Center, any
vehicle which is disabled, abandoned, parked in violation of these Rules and
Regulations, or which presents an operational problem to any area at the World
Trade Center at the operator's or owner's expense and without liability for
damage which may result in the course of such moving.
43. Operation of motor vehicles. No person shall operate a vehicle at
the World Trade Center in a careless or negligent manner or in disregard of the
rights and safety of others, or without due caution or circumspection, or at a
speed in excess of speed limits posted in the area where the vehicle is being
operated, or in any event at a speed in excess of fifteen (15) miles per hour,
or at any speed or in a manner which endangers unreasonably or is likely to
endanger unreasonably persons or property, or while the driver thereof is under
the influence of intoxicating liquor, or any narcotic or habit-forming drug or
if such vehicle is so constructed, equipped or loaded as to endanger
unreasonably or be likely to endanger unreasonably persons or property, or
unless (a) the driver thereof is duly authorized to operate such vehicle on
State or municipal highways: and (b) such vehicle is registered in accordance
with the provisions of law.
44. Duty of driver of vehicle involved in accidents. The driver of any
vehicle involved in an accident at the World Trade Center which results in
injury or death to any person or damage to any property shall immediately stop
such vehicle at the scene of the accident, render such assistance as may be
needed, and give his name, address, and operator's license and registration
number to the person injured or to any officer or witnesses of the accident. The
operator of such vehicle shall make a report of such accident in accordance with
the law of the State of New York.
45. Definitions. As used in these Rules and Regulations:
(a) "Holidays" or "legal holidays" shall mean and include the following
days in each year: the first day of January, known as New Year's day: the third
Monday in January, known as ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇. day; the twelfth day of
February, known s Lincoln's birthday; the third Monday in February, known as
Washington's birthday; the last Monday in May, known as Memorial day; the fourth
day of July known as Independence day; the first Monday in September, known as
Labor day; the second Monday in October, known as Columbus day; the eleventh day
of November, known as Veteran's day; the fourth Thursday in November, known as
Thanksgiving day; and the twenty-fifth day of December, known as Christmas day;
and if any of such days is Sunday, the next day thereafter; and each general
election day in the State of New York; and such other or different days or dates
as are declared "holidays" or "legal holidays" under the laws of the State of
New York or as may hereafter be so declared.
(b) "Normal business hours" shall mean 8 a.m. to 6 p.m. Mondays to
Fridays inclusive, legal holidays excepted.
(c) "Person" or "persons" shall mean and include natural persons,
corporations and other legal entities, whether foreign or domestic, sovereign
states and governments, governmental and quasi-governmental authorities,
bureaus, agencies, boards and other units of governments, and partnerships,
firms, companies, joint ventures and unincorporated associations. All persons
shall be responsible for the acts or omissions of their officers, members,
employees, agents, representatives, contractors, customers, guests, invitees,
and those doing business with them.
(d) "Manager" or "Manager of the World Trade Center" shall mean the
person or persons from time to time designated by the Port Authority to exercise
the powers and functions vested in the said Manager by these Rules and
Regulations and shall include a temporary or acting Manager of the World Trade
Center and his duly designated representative or representatives.
(e) "Common areas and facilities" shall mean and include, without
limiting the generality thereof, entrances, exits, lobbies, toilets, passages,
halls, corridors, courts, plazas, vestibules, stairways and elevators,
escalators and other areas and facilities for the movement of persons and/or
property.
WTC-OL 92567
(Port Authority Acknowledgment)
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the 23rd day of July, 1996, before me personally came ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ to me known, who, being by me duly sworn, did depose and say that he
resides in ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, that he is the Acting Director
World Trade Dept. of The Port Authority of New York and New Jersey, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of the said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by order of the
Commissioners of said corporation; and that he signed his name thereto by like
order.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Notary Public, State of New York
No. 24-50064383
Qualified in Queens County
Commission Expires Jan 4, 1997
(Corporate Acknowledgment)
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the 26th day of June, 1996, before me personally came ▇▇▇▇▇ ▇▇▇▇▇ to
me known, who, being by me duly sworn, did depose and say that he resides in ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; that he is the 1st V.P. & Treasurer
of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.
/s/▇▇▇▇ ▇▇▇▇▇▇▇
---------------
▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public, State of New York
No. ▇▇-▇▇▇▇▇▇▇
Qualified in Queens County
Commission Expires March 30, 1997