THIS LEASE made the 30th day of September 1997, between ADD-ON
PROPERTIES, LLC with offices at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx
00000, hereinafter referred to as LANDLORD, and AMERICAN MEDICAL ALERT CORP.
with offices at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, hereinafter
jointly, severally and collectively referred to as TENANT.
WITNESSETH, that the Landlord hereby leases to the Tenant, and the
Tenant hereby hires and takes from the Landlord in the building known as 0000
Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 to be used and occupied by the
Tenant for offices, storage, monitoring services, assembly and any other
services and functions performed by the Tenant American Medical Alert Corp. and
for no other purpose, for a term to commence on October 1, 1997, and to end on
September 30, 2007, unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of $36,000.00 per annum for the first 12 months and thereafter
pursuant to Rider annexed hereto all payable in equal monthly instalments in
advance on the first day of each and every calendar month during said term,
except the first instalment, which shall be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST.-That the Tenant will pay the rent as above
provided.
REPAIRS SECOND.-That, throughout said term the tenant will
take good care of the demised premises, fixtures and
appurtenances, and all alterations, additions and
improvements to either; make all repairs in and about
the same necessary to preserve them in good order and
condition, which repairs shall be, in quality and class,
equal to the original work; promptly pay the expense of
such repairs; suffer no waste or injury; give prompt
notice to the Landlord of any fire that may occur;
ORDINANCES AND execute and comply with all laws, rules, orders,
VIOLATIONS ordinances and regulations at any time issued or in
force (except those requiring structural alterations),
applicable to the demised premises or to the Tenant's
occupation thereof, of the Federal, State and Local
Governments, and of each and every department, bureau
and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business
hours, the Landlord and representatives of the Landlord
to enter the demised premises for the purpose of
ENTRY inspection, and to exhibit them for purposes of sale or
rental; suffer the Landlord to erect, use, maintain,
repair and replace pipes and conduits in the demised
premises and to the floors above and below; forever
indemnify and save harmless the Landlord for and against
any and all liability, penalties, damages, expenses and
judgments arising from injury during said term to person
or property of any nature, occasioned wholly or in part
by any act or acts, omissions of the Tenant, or of the
INDEMNIFY employees, guests, agents, assigns or undertenants of
LANDLORD the Tenant and also for any matter or thing growing out
of the occupation of the demised premises or of the
streets, sidewalks or vaults adjacent thereto; permit,
during the six months next prior to the expiration of
the term the usual notice "To Let" to be placed and to
remain unmolested in a conspicuous place upon the
exterior of the demised premises; repair, at or before
the end of the term, all injury done by the installation
or removal of furniture and property; and at the end of
the term, to quit and surrender the demised premises
with all alterations, additions and improvements in good
order and condition.
MOVING INJURY THIRD.-That the Tenant will not disfigure or
SURRENDER deface any part of the building, or suffer the same to
be done, except so far as may be necessary to affix such
trade fixtures as are herein consented to by the
Landlord; the Tenant will not obstruct, or permit the
obstruction of the street or the sidewalk adjacent
thereto; will not do anything, or suffer anything to be
done upon the demised premises which will increase the
NEGATIVE rate of fire insurance upon the building or any of its
COVENANTS contents, or be liable to cause structural injury to
said building; will not permit the accumulation of waste
or refuse matter, and will not, without the written
consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease,
OBSTRUCTION underlet the demised premises or any part thereof,
SIGNS permit the same of any part thereof to be occupied by
anybody other than the Tenant and the Tenant's
employees, make any alterations in the demised premises,
use the demised premises or any part thereof for any
purpose other than the one first above stipulated, or
for any purpose deemed extra hazardous on account of
fire risk, nor in violation of any law or ordinance.
AIR CONDITIONING That the Tenant will not obstruct or permit the
obstruction of the light, halls, stairway or entrances
to the building, and will not erect or inscribe any
sign, signals or advertisements unless and until the
style and location thereof have been approved by the
Landlord; and if any be erected or inscribed without
such approval, the Landlord may remove the same. No
water cooler, air conditioning unit or system or other
apparatus shall be installed or used without the prior
written consent of Landlord.
IT IS MUTUALLY COVENANTED AND AGREED, THAT
FIRE CLAUSE FOURTH.-If the demised premises shall be partially
damaged by fire or other cause without the fault or
neglect of Tenant, Tenant's servants, employees, agents,
visitors or licensees, the damages shall be repaired by
and at the expense of Landlord and the rent until such
repairs shall be made shall be apportioned according to
the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault
or negligent of Tenant, Tenant's servants, employees,
agents, visitors or licensees, without prejudice to any
other rights and remedies of Landlord and without
prejudice to the rights of subrogation of Landlord's
insurer, the damages shall be repaired by Landlord but
there shall be no apportionment or abatement of rent. No
penalty shall accrue for reasonable delay which may
arise by reason of adjustment of insurance on the part
of Landlord and/or Tenant, and for reasonable delay on
account of "labor troubles", or any other cause beyond
Landlord's control. If the demised premises are totally
damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore
or not to rebuild the same, or if the building shall be
so damaged that Landlord shall decide to demolish it or
to rebuild it, then or in any of such events Landlord
may, within ninety (90) days after such fire, or other
cause, give Tenant a notice in writing of such decision,
which notice shall be given as in Paragraph Twelve
hereof provided, and thereupon the term of this lease
shall expire by lapse of time upon the third day after
such notice is given, and Tenant shall vacate the demise
premises and surrender the same to Landlord. If Tenant
shall not be in default under this lease then, upon the
termination of this lease under the conditions provided
for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following
the casualty. Tenant hereby expressly
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waives the provisions of Section 227 of the Real
Property Law and agrees that the foregoing provisions of
this Article shall govern and control in lieu thereof.
If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at
the expense of, Tenant.
EMINENT DOMAIN FIFTH.-If the whole or any part of the premises
hereby demise shall be taken or condemned by any
competent authority for any public use or purpose then
the term hereby granted shall cease from the time when
possession of the part so taken shall be required for
such public purpose and without apportionment of award,
the Tenant hereby assigning to the Landlord all right
and claim to any such award, the current rent, however,
in such case to be apportioned.
LEASE NOT IN SIXTH.-If, before the commencement of the term,
EFFECT the Tenant be adjudicated a bankrupt, or make a "general
assignment," or take the benefit of any insolvent act,
or if a Receiver or Trustee be appointed for the
Tenant's property, or if this lease or the estate of the
Tenant hereunder be transferred or pass to or devolve
upon any other person or corporation, or if the tenant
shall default in the performance of any agreement by the
Tenant contained in any other lease to the Tenant by the
Landlord or by any corporation of which an officer of
DEFAULTS the Landlord is a Director, this lease shall thereby, at
the option of the Landlord, be terminated and in that
case, neither the Tenant nor anybody claiming under the
Tenant shall be entitled to go into possession of the
demised premises. If after the commencement of the term,
any of the events mentioned above in this subdivision
shall occur, or if Tenant shall make default in
fulfilling any of the covenants of this lease, other
TEN DAY NOTICE than the covenants for the payment of rent of
"additional rent" or if the demised premises become
vacant or deserted, the Landlord may give to the Tenant
ten days' notice of intention to end the term of this
lease, and thereupon at the expiration of said ten days'
(if said condition which was the basis of said notice
shall continue to exist) the term under this lease shall
expire as fully and completely as if that day were the
date herein definitely fixed for the expiration of the
term and the Tenant will then quit and surrender the
demised premises to the Landlord, but the Tenant shall
remain liable as hereinafter provided.
RE POSSESSION If the Tenant shall make default in the payment of
BY LANDLORD the rent reserved hereunder, or any item of "additional
rent" herein mentioned, or any part of either or in
making any other payment herein provided for, or if the
notice last above provided for shall have been given and
if the condition which was the basis of said notice
shall exist at the expiration of said ten days' period,
the Landlord may immediately, or at any time thereafter,
re-enter the demised premises and remove all persons and
all or any property therefrom, either by summary
RE-LETTING disposess proceedings, or by any suitable action or
proceeding at law, or by force or otherwise, without
being liable to indictment, prosecution or damages
therefor, and re-possess and enjoy said premises
together with all additions, alterations and
improvements. In any such case or in the event that this
lease be "terminated" before the commencement of the
term, as above provided, the Landlord ma either re-let
the demised premises or any part or parts thereof for
WAIVER BY TENANT the Landlord's own account, or may, at the Landlord's
option, re-let the demised premises or any part or parts
thereof as the agent of the
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Tenant, and receive the rents therefor, applying the
same first to the payment of such expenses as the
Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance,
if any, at the expiration of the term first above
provided for, shall be paid to the Tenant. Landlord may
rent the premises for a term extending beyond the term
hereby granted without releasing Tenant from any
liability. In the event that the term of this lease
shall expire as above in this subdivision "Sixth"
provided, or terminate by summary proceedings or
otherwise, and if the Landlord shall not re-let the
demised premises for the Landlord's own account, then,
whether or not the premises be re-let, the Tenant shall
remain liable for, and the Tenant hereby agrees to pay
to the Landlord, until the time when this lease would
have expired but for such termination or expiration, the
equivalent of the amount of all of the rent and
"additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable
by the Tenant to the Landlord on the several rent days
above specified, that is, upon each of such rent days
the Tenant shall pay to the Landlord the amount of
deficiency then existing. The Tenant hereby expressly
waives any and all right of redemption in case the
Tenant shall be dispossessed by judgment or warrant of
any court or judge, and the Tenant waives and will waive
all right to trial by jury in any summary proceedings
hereafter instituted by the Landlord against the Tenant
in respect to the demised premises. The words "re-enter
and "re-entry" as used in this lease are not restricted
to their technical legal meaning.
REMEDIES ARE In the event or a breach of threatened breach by
CUMULATIVE the Tenant of any of the covenants or provisions hereof,
the Landlord shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity,
as if re-entry, summary proceedings and other remedies
were not herein provided for.
LANDLORD MAY SEVENTH.-If the Tenant shall make default in the
PERFORM performance of any covenant herein contained, the
Landlord may immediately, or at any time thereafter,
without notice, preform the same for the account of the
Tenant. If a notice of mechanic's lien be filed against
the demised premises or against premises of which the
demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to
be furnished to or for the Tenant at the demised
premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within
fifteen days after the filing of such notice, the
Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in
the event of such deposit or bonding proceedings, the
Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In
such case, the Landlord may pay any judgment recovered
on such claim. Any amount paid or expense incurred by
ADDITIONAL RENT the Landlord as in this subdivision of this lease
provided, and any amount as to which the Tenant shall at
any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory
service, and any expense incurred or sum of money paid
by the Landlord by reason of the failure of the Tenant
to comply with any provision hereof, or in defending any
such action, shall be deemed to be "additional rent" for
the demised premises, and shall be due and payable by
the Tenant to the Landlord on the first day of the next
following month, or, at the option of the Landlord, on
the first day of a succeeding month. The receipt by the
Landlord of any instalment of the regular
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stipulated rent hereunder or any of said "additional
rent" shall not be a waiver of any other "additional
rent" then due.
AS TO WAIVERS EIGHTH.-The failure of the Landlord to insist, in
any one or more instances upon a strict performance of
any of the covenants of this lease, or to exercise any
option herein contained, shall not be construed as a
waiver or a relinquishment for the future of such
covenant or option, but the same shall continue and
remain in full force and effect. The receipt by the
Landlord of rent, with knowledge of the breach of any
covenant hereof, shall not be deemed a waiver of such
breach and no waiver by the landlord or any provision
hereof shall be deemed to have been made unless
expressed in writing and signed by the Landlord. Even
though the Landlord shall consent to an assignment
hereof no further assignment shall be made without
express consent in writing by the Landlord.
COLLECTION OF NINTH.-If this lease assigned, or if the demised
RENT FROM OTHERS premises or any part thereof be underlet or occupied by
anybody other than the Tenant the Landlord may collect
rent from the assignee, under-tenant or occupant, and
apply the net amount collected to the rent herein
reserved, and no such collection shall be deemed a
waiver of the covenant herein against assignment and
underletting, or the acceptance of the assignee,
under-tenant or occupant as tenant, or a release of the
Tenant from the further performance by the Tenant of the
covenants herein contained on the part of the Tenant.
MORTGAGES TENTH.-This lease shall be subject and subordinate
at all times, to the lien of the mortgages now on the
demised premises, and to all advances made or hereafter
to be made upon the security thereof, and subject and
subordinate to the lien of any mortgage or mortgages
which at any time may be made a lien upon the premises.
The Tenant will execute and deliver such further
instrument or instruments subordinating this lease to
the lien of any such mortgage or mortgages as shall be
desired by any mortgagee or proposed mortgagee. The
Tenant hereby appoints the Landlord the attorney-in-fact
of the Tenant, irrevocable, to execute ad deliver any
such instrument or instruments for the Tenant.
IMPROVEMENTS ELEVENTH.-All improvements made by the Tenant to
or upon the demised premises, except said trade
fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the
Landlord, and at the end or other expiration of the
term, shall be surrendered to the Landlord in as good
order and condition as they were when installed,
reasonable wear and damages by the elements excepted.
NOTICES TWELFTH.-Any notice or demand which under the
terms of this lease or under any statute must or may be
given or made by the parties hereto shall be in writing
and shall be given or made by mailing the same by
certified or registered mail addressed to the respective
parties at the addresses set forth in this lease.
NO LIABILITY THIRTEENTH.-the Landlord shall not be liable for
any failure of water supply or electrical current,
sprinkler damages, or failure of sprinkler service, nor
for injury or damages to person or property caused by
the elements or by
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other tenants or persons in said building, or resulting
from steam, gas, electricity, water, rain or snow, which
may leak or flow from any part of said buildings, or
from the pipes, appliances or plumbing works of the
same, or from the street or sub-surface, or from any
other place, nor for interference with light or other
incorporeal hereditaments by anybody other than the
Landlord, or caused by operations by or for a government
authority in construction of any public or quasi-public
works, neither shall the Landlord be liable for any
latent defect in the building.
NO ABATEMENT FOURTEENTH.-No diminution or abatement orf rent,
or other compensation shall be claimed or allowed for
inconvenience or discomfort arising from the making of
repairs or improvements to the building or to its
appliances, nor for any space taken to comply with any
law, ordinance or other of a governmental authority. In
respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the
Landlord to the Tenant, it is agreed that there shall be
no diminution or abatement of or impliedly agreed to be
furnished by the Landlord to the Tenant, it is agreed
that there shall be no diminution or abatement of the
rent, or any other compensation, for interruption or
curtailment of such "service" when such interruption or
curtailment shall be due to accident, alterations or
repairs desirable or necessary to be made or to
inability or difficulty in securing supplies or labor
for the maintenance of such "service" or to some other
cause, not gross negligence on the part of the Landlord.
No such interruption or curtailment of any such
"service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the
Tenant shall not be entitled to receive, any of such
"services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither
shall there be any abatement or diminution of rent
because of making of repairs, improvements or
decorations to the demised premises after the date above
fixed for the commencement of the term, it being
understood that rent shall, in any event, commence to
run at such date so above fixed.
RULES, ETC. FIFTEENTH.-The Landlord may prescribe and regulate
the placing of safes, machinery, quantities of
merchandise and other things. The Landlord may also
prescribe and regulate which elevator ad entrances shall
be used by the Tenant's employees, and for the Tenant's
shipping. The Landlord may make such other and further
rules and regulations as, in the Landlord's judgment,
may from time to time be needful for the safety, care or
cleanliness of the building, and for the preservation of
good order therein. The Tenant and the employees and
agents of the Tenant will observe and conform to all
such rules and regulations.
SHORING SIXTEENTH.-In the event that an excavation shall
OF WALLS be made for building or other purposes upon land
adjacent to the demised premises or shall be
contemplated to be made, the Tenant shall afford to the
person or persons causing or to cause such excavation,
license to enter upon the demised premises for the
purpose of doing such work as said person or persons
shall deem to be necessary to preserve the wall or
walls, structure or structures upon the demised premises
from injury and to support the same by proper
foundations.
VAULT SPACE SEVENTEENTH.-No vaults or space not within the
property line of the
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building are leased hereunder. Landlord makes no
representation as to the location of the property line
of the building. Such vaults or space as Tenant may be
permitted to use or occupy are to be used or occupied
under a revocable license and if such license be revoked
by the Landlord as to the use of part or all of the
vaults or space Landlord shall not be subject to any
liability; Tenant shall not be entitled to any
compensation or reduction in rent nor shall this be
deemed constructive or actual eviction. Any tax, fee or
charge of municipal or other authorities for such vaults
or space shall be paid by the Tenant for the period of
the Tenant's use or occupancy thereof.
ENTRY EIGHTEENTH.-That during seven months prior to the
expiration of the term hereby granted, applicants shall
be admitted at all reasonable hours of the day to view
the premises until rented; and the Landlord and the
Landlord's agents shall be permitted at any time during
the term to visit and examine them at any reasonable
hour of the day, and workmen may enter at any time, when
authorized b the Landlord or the Landlord's agents, to
make or facilitate repairs in any part of the building;
and if the said Tenant shall not be personally present
to open and permit an entry into said premises, at any
time, when for any reason an entry therein shall be
necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without
rendering the Landlord or such agents liable to any
claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in
any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that
the right and authority hereby reserved, does not
impose, nor does the Landlord assume, by reason thereof,
any responsibility or liability whatsoever for the care
or supervision of said premises, or any of the pipes,
fixtures, appliances or appliances therein contained or
therewith in any manner connected.
NO NINETEENTH - The Landlord has made no
REPRESENTATIONS representations or promises in respect to said building
or to the demise premises except those contained herein,
and those, if any, contained in some written
communication to the Tenant, signed by the Landlord.
This instrument may not be changed, modified, discharged
or terminated orally.
ATTORNEY'S FEES TWENTIETH.-If the Tenant shall at any time be in
default hereunder, and if the Landlord shall institute
an action or summary proceeding against the Tenant based
upon such default, then the Tenant will reimburse the
Landlord for the expense of attorneys' fees and
disbursements hereby incurred by the Landlord, so far as
the same are reasonable in amount. Also so long as the
Tenant shall be a tenant hereunder the amount of such
expenses shall be deemed to be "additional rent"
hereunder and as the Tenant shall be a tenant hereunder
the amount of such expenses shall be "additional rent"
hereunder and shall be due from the Tenant to the
Landlord on the first day of the month following the
incurring of such respective expenses.
POSSESSION TWENTY-FIRST.-Landlord shall not be liable for
failure to give possession of the premises upon
commencement date by reason of the fact that premises
are not ready for occupancy, or due to a prior Tenant
wrongfully holding over or any other person wrongfully
in possession or for any other
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reason: in such event the rent shall not commence until
possession is given or is available, but the term herein
shall not be extended.
THE TENANT FURTHER COVENANTS:
IF A FIRST FLOOR TWENTY-SECOND.-If the demised premises or any part
thereof consist of a store, or of a first floor, or of
any part thereof, the Tenant will keep the sidewalk and
curb in front thereof clean at all times and free from
snow and ice, and will keep insured in favor of the
Landlord, all plate glass therein and furnish the
Landlord with policies of insurance covering the same.
INCREASED FIRE TWENTY-THIRD.-If by reason of the conduct upon the
INSURANCE RATE demised premises of a business not herein permitted, or
if by reason of the improper or careless conduct of any
business upon or use of the demised premises, the fire
insurance rate shall at a time be higher than it
otherwise would be, then the Tenant will reimburse the
Landlord, as additional rent hereunder, for that part of
all fire insurance premiums hereafter paid out by the
Landlord which shall have been charged because of the
conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or
use of the demised premises, and will make such
reimbursement upon the first day of the month following
such outlay by the Landlord; but this covenant shall not
apply to a premium for any period beyond the expiration
date of this lease, first above specified. In any action
or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the
building on the demise premises, purporting to have been
issued by New York Fire Insurance Exchange, or other
body making fire insurance rates for the demised
premises, shall be prima facie evidence of the facts
therein stated and of the several items and charges
included in the fire insurance rate then applicable to
the demised premises.
WATER RENT TWENTY-FOURTH.-If a separate water meter be
installed for the demised premises, or any part thereof,
the Tenant will keep the same in repair and pay the
charges made by the municipality or water supply company
for or in respect to the consumption of water, as and
when bills therefor are rendered. If the demised
premises, or any part thereof, be supplied with water
through a meter which supplies other premises, the
Tenant will pay to the Landlord, as and when bills are
rendered therefor, the Tenant's proportionate part of
all charges which the municipality or water supply
company shall make for all water consumed through said
meter, as indicated by said meter. Such proportionate
part shall be fixed by apportioning the respective
SEWER charge according to floor area against all of the
rentable floor area in the building (exclusive of the
basement) which shall have been occupied during the
period of the respective charges, taking into account
the period that each part of such area was occupied.
Tenant agrees to pay as additional rent the Tenant's
proportionate part determined as aforesaid, of the sewer
rent or charge imposed or assessed upon the building of
which the premises are a part.
ELECTRIC CURRENT TWENTY-FIFTH.-That the Tenant will purchase from
the Landlord, if the Landlord shall so desire, all
electric current that the Tenant requires at the demised
premises, and will pay the Landlord for the same, as the
amount of
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consumption shall be indicated by the meter furnished
therefor. The price for said current shall be the same
as that charged for consumption similar to that of the
Tenant by the company supplying electricity in the same
community. Payments shall be due as and when bills shall
be rendered. The Tenant shall comply with like rules,
regulations and contract provisions as those prescribed
by sad company for a consumption similar to that of the
Tenant.
SPRINKLER SYSTEM TWENTY-SIXTH.-If there now is or shall be
installed in said building a "sprinkler system" the
Tenant agrees to keep the appliance thereto in the
demised premises in repair and good working condition,
and if the New York Board of Fire Underwriters or the
New York Fire Insurance Exchange or any bureau,
department or official of the State or local government
requires or recommends that any changes, modifications,
alterations or additional sprinkler heads or other
equipment be made or supplied by reason of the Tenant's
business, or the location of partitions, trade fixtures,
or other contents of the demised premises, or if such
changes, modifications, alterations, additional
sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a
penalty or charge against the full allowance for a
sprinkler system in the fire insurance rate as fixed by
said Exchange, or by any Fire Insurance Company, the
Tenant will at the Tenant's own expense, promptly make
and supply such changes, modifications, alterations,
additional sprinkler heads or other equipment. As
additional rent hereunder the Tenant will pay to the
Landlord, annually in advance, throughout the term
$______________________ toward the contract price for
sprinkler supervisory service.
SECURITY TWENTY-SEVENTH.-The sum of Six thousand
($6,000.00) Dollars is deposited by the Tenant herein
with the Landlord herein as security for the faithful
performance of all the covenants and conditions of the
lease by the said Tenant. If the Tenant faithfully
performs all the covenants and conditions on his part to
be performed, then the sum deposited shall be returned
to said Tenant.
NUISANCE TWENTY-EIGHTH.-This lease is granted and accepted
on the especially understood and agreed condition that
the Tenant will conduct his business in such a manner,
both as regards noise and kindred nuisances, as will in
no wise interfere with, annoy, or disturb any other
tenants, in the conduct of the several businesses, or
the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential
damages.
BROKERS TWENTY-NINTH.-The Landlord hereby recognizes
COMMISSIONS ___________________ as the broker who negotiated and
consummated this lease with the Tenant herein, and
agrees that if, as and when the Tenant exercises the
option, if any, contained herein to renew this lease, or
fails to exercise the option, if any, contained therein
to cancel this lease, the Landlord will pay to said
broker a further commission in accordance with the rules
and commission rates of the Real Estate Board in the
community. A sale, transfer, or other disposition of the
Landlord's interest in said lease shall not operate to
defeat the Landlord's obligation to pay the said
commission to the said broker. The Tenant herein hereby
represents to the Landlord that the said broker is the
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sole and only broker who negotiated and consummated this
lease with the Tenant.
WINDOW CLEANING THIRTIETH.-The Tenant agrees that it will not
require, permit, suffer, nor allow the cleaning of any
window, or windows, in the demised premises from the
outside (within the meaning of Section 22 of the Labor
Law) unless the equipment and safety devices required by
law, ordinance, regulation or rule, including, without
limitation, Section 202 of the New York labor Law, are
provided and used, and unless the rules, or any
supplemental rules of the Industrial Board of the State
of New York are fully complied with; and the Tenant
hereby agrees to indemnify the Landlord, Owner, Agent,
Manager and/or Superintendent, as a result of the
Tenant's requiring, permitting, suffering, or allowing
any window, or windows in the demised premises to be
cleaned from the outside in violation of the
requirements of the aforesaid laws, ordinances,
regulations and/or rules.
VALIDITY THIRTY-FIRST.-The validity or unenforceability of
any provision of this lease shall in no way affect the
validity or enforceability of any other provision
hereof.
EXECUTION & THIRTY-SECOND.-In order to avoid delay, this lease
DELIVERY OF LEASE has been prepared and submitted to the Tenant for
signature with the understanding that it shall not bind
the Landlord unless and until it is executed and
delivered by the Landlord.
EXTERIOR OF THIRTY-THIRD.-The Tenant will keep clean and
PREMISES polished all metal, trim, marble and stonework which are
a part of the exterior of the premises, using such
materials and methods as the Landlord may direct, and if
the Tenant shall fail to comply with the provisions of
this paragraph, the Landlord may cause such work to be
done at the expense of the Tenant.
PLATE GLASS THIRTY-FOURTH.-The Landlord shall replace at the
expense of the Tenant any and all broken glass in the
skylights, doors and walls in and about the demised
premises. The Landlord may insure and keep insured all
plate glass in the skylights, doors and walls in the
demised premises, for and in the name of the Landlord
and bills for the premiums therefor shall be rendered by
the Landlord to the Tenant at such times as the Landlord
may elect, and shall be due from and payable by the
Tenant when rendered, and the amount thereof shall be
deemed to be, and shall be paid as, additional rent.
WAR EMERGENCY THIRTY-FIFTH.-This lease and the obligation of
Tenant to pay rent hereunder and perform all of the
other covenants and agreements hereunder on part of
Tenant to be performed shall in nowise be affected,
impaired or excused because Landlord is unable to supply
or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is
delayed in making any repairs, additions, alterations or
decorations or is unable to supply or is delayed in
supplying any equipment or fixtures if Landlord is
prevented or delayed from so doing by reason of
governmental preemption in connection with a National
Emergency declared by the President of the United States
or in connection with any rule, order or regulation of
any department or subdivision thereof of any government
agency or by reason of the conditions of supply and
demand which have been or are affected by war or other
emergency.
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THE LANDLORD COVENANTS
QUIET POSSESSION FIRST.-That if and so long as the Tenant pays the
rent and "additional rent" reserved hereby, and performs
and observes the covenants and provisions hereof, the
Tenant shall quietly enjoy the demised premises,
subject, however, to the terms of this lease, and to the
mortgages above mentioned, provided however, that this
covenant shall be conditioned upon the retention of
title to the premises by Landlord.
ELEVATOR SECOND.-Subject to the provisions of Paragraph
"Fourteenth" above the Landlord will furnish the
following respective services: (a) Elevator service, if
the building shall contain an elevator or elevators, on
all days except Sundays and holidays, from _____ A.M. to
_____ P.M. and on Saturdays from _____ A.M. to _____
HEAT P.M.; (b) Heat, during the same hours on the same days
in the cold season in each year.
See Rider annexed hereto and made a part hereof.
And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.
IN WITNESS WHEREOF, the Landlord and Tenant have respectively signed and
sealed these presents the day and year first above written.
ADD-ON PROPERTIES, LLC
In presence of: /S/ XXXXXX X. XXXXXX [L.S.]
--------------------------------------------
By: Xxxxxx X. Xxxxxx Landlord
AMERICAN MEDICAL ALERT CORP.
/S/ XXXXX X. XXXXXX [L.S.]
--------------------------------------------
By: Xxxxx X. Xxxxxx Tenant
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RIDER TO LEASE
BETWEEN
ADD-ON PROPERTIES, LLC, as Landlord
and
AMERICAN MEDICAL ALERT CORP., as Tenant
PREMISES:
0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx
=====================
1.AThe Tenant shall not permit or allow the placing of garbage or garbage
receptacles, containers or otherwise, in front of the premises or in the rear
thereof, and agrees that any garbage, debris or other matter or think which is
required to be removed from the premises shall be picked up and removed at the
Tenant's expense. Tenant will comply with all sanitation requirements of the
Town of Hempstead regarding the removal of garbage rubbish.
1.BIt is expressly understood and agreed that any and all alterations,
improvements, additions or changes which shall be made by the Tenant shall be
done at the Tenant's own cost and expense and in full compliance with all laws
and ordinances, whether federal, state, municipal, local or otherwise. It is
further understood that the Tenant will not make any structural alterations,
additions or Improvements without the written consent of the Landlord, which
will not be unreasonably withheld or delayed.
1.CIt is agreed that the Tenant shall be responsible for the payment of all real
estate taxes, including County, Town and School affecting the subject premises
in the proportion of said premises that is occupied by the Tenant. It is agreed
that as of the date of this Lease, the Tenant will occupy __________________
(_____%) percent of said total premises. The Landlord shall provide the Tenant
with copies of tax bills received by the Landlord and the Tenant shall make
payment of said taxes within 30 days after written demand by Landlord.
1.DNotwithstanding anything to the contrary hereinbefore set forth, it is
understood and agreed that the Tenant, at its own cost and expense, shall make
any and all repairs of any nature whatsoever to the premises with the exception
that the Landlord shall make structural repairs, if necessary. However, if
structural repairs are required by reason of the act or omission of the Tenant,
then in such event the Tenant shall make said repairs at its own cost and
expense. Tenant shall be obligated to replace, at its own cost and expense, any
window or plate glass which shall be damaged or broken in the demised premises.
Tenant shall be responsible for the maintenance and repair of the air
conditioning units and system, heating unit, lighting fixtures and plumbing, and
all other repairs unless structural and as set forth above.
1.EIt is understood and agreed that the Tenant has inspected the premises herein
involved and that same are being on the part of the Landlord. At commencement of
Lease, premises will be in a state of good repair.
1.FTenant shall, at its own cost and expense, furnish heat, water, gas, electric
and all other utilities, and it is further understood and agreed that the Tenant
shall pay the cost of any meters installed for the purpose of measuring
consumption. In the event additional electric lines and/or equipment is required
by the Tenant for its business purposes, the Tenant shall pay the cost of said
installation.
1.GNotwithstanding anything hereinbefore contained to the contrary, Tenant
agrees, at its own cost and expense, to comply with all of the rules and
regulations of the Fire Insurance Rating Organization having jurisdiction, or
any similar body and the insurance company insuring the premises. If, at any
time or from time to time, as a result of or in connection with any failure by
Tenant to comply with the foregoing, or any act or omission or commission by the
Tenant, its employees, agents, contractors or licensees, or as a result of or in
connection with the use to which the demised premises are put by Tenant,
(notwithstanding that such use may be for the purpose hereinbefore permitted or
that such use may have been consented to by Landlord), the fire insurance rates
applicable to the demised premises, or the building in which same are located,
or to any other premise in said building, shall be higher than which would be
applicable for the present type of business, Tenant agrees that it will pay to
the Landlord, on demand, as additional rent, such portion of the premiums for
all fire insurance policies in force with respect to the aforesaid properties
and the contents of any occupant thereof as shall be attributable to such higher
rates. If Tenant installs any electrical equipment that overloads the lines in
the demised premises or the building in which the demised premises are located,
Tenant shall, at its own cost and expense, make whatever changes are necessary
to comply with the requirements of the Board of Fire Insurance Underwriters or
any similar body and any governmental authority having jurisdiction thereof. For
the purposes of this paragraph, any finding or schedule of the Fire Insurance
Rating Organization having jurisdiction thereof shall be deemed to be
conclusive. Tenant shall not be required to make structural repairs or capital
Improvements unless it relates to its operation of his business as a restaurant.
1.HThe Tenant, at its own cost and expense, shall provide and maintain
throughout the term of this Lease a comprehensive general public liability and
property damage insurance policy naming the Landlord as an insured thereunder,
which said policy will be in standard form insuring against any and all liens,
liability, damage or claim to persons and/or property and death or injury to any
persons by reason of negligence or otherwise, arising or occurring in any manner
out of the manner of use on or with respect to the premises or any appurtenances
thereto in an amount not less than $500,000.00 in respect to injury to any one
person; $1,000,000.00 in respect to any one occurrence; and $50,000.00 for
property damage. Such policy or certificate of insurance shall be deposited with
Landlord with proof of payment of premiums or financing arrangements. Such
insurance policy shall contain the standard waiver of subrogation provisions,
waiving any rights of the insured as against the Landlord and any and all
negligence of Landlord and such insurance shall further provide that it may not
be canceled except upon ten (10) days prior written notice to the Landlord.
1.ITenant shall remove snow and/or ice or premises and sidewalks when same exist
and shall not in any way obstruct or encumber the sidewalk or rear of the
premises. Tenant shall also maintain the
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sidewalk and premises free and clear of any debris or obstructions. Tenant shall
also provide at its own cost and expense professional exterminating service on a
regular basis not less than monthly.
1.JTenant, at its own cost and expense, agrees and covenants to comply with all
laws, regulations, notices, ordinances and violations of the Labor Department,
and any other governmental agency having jurisdiction over the demised premises.
Any failure on the part of the Tenant's part to comply with the aforesaid shall
be deemed a breach of a material covenant of this Lease. Tenant shall not be
compelled to make structural repairs unless relating to its operation as a
restaurant.
1.KNotwithstanding anything to the contrary herein set forth, the Tenant shall
not be permitted to assign this Lease or sublet all or a part of the demised
premises without the written consent of the Landlord, which will not
unreasonably be withheld. In the event the Landlord consents to an assignment or
sublease, it is understood that the proposed assignee or sub-lessee shall be a
reputable party of reasonable financial worth and credit reputation; that the
proposed assignee or sub-lessee shall enter into an assumption agreement whereby
he will assume the terms and provisions of the Lease herein on forms
satisfactory to the Landlord; and the Tenant herein shall remain liable pursuant
to all terms and provisions of this Lease until the termination thereof,
including payment of all rent and additional rent due and to become due dnd for
the performance of all covenants, conditions, agreement and terms contained in
this Lease.
1.LThe Tenant shall not permit or allow any Mechanic's Lien or other lien,
charge, or order that may be filed against the premises being demised pursuant
to this Lease, and in the event any such lien is filed or recorded as a result
of the actions of the Tenant, its agents, servants, employees or independent
contractors retained by the Tenant, then in such event the Tenant shall, at its
own cost and expense, cause said liens to be discharged of record within thirty
(30) days after notice to Tenant of the filing thereof, and the Tenant herein
shall indemnify and save the Landlord harmless against and from all costs,
liabilities, suits, penalties, claims and demands, including reasonable counsel
fees, resulting therefrom.
1.MAll notices to be given pursuant to this Lease shall be in writing, deposited
in the United States mail, certified or registered, with postage prepaid and
addressed to the Tenant at premises 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 and to the Landlord at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000,
and also to Landlord's attorney, Korn & Xxxxx, Esqs., at 00 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000.
1.NFrom and after the date hereof, the Tenant shall be responsible for curing
any violations, of any governmental municipality that may arise as a result of
the operation of the Tenant's business, and shall also be responsible to obtain
any permits, licenses, zoning variances or certificates that may be required as
a result of the conduct of Tenant's business at the subject premises. It is
specifically understood and agreed that the Landlord shall not be obligated to
incur any expense in obtaining the aforesaid.
1.ONotwithstanding the provisions of Paragraph "5th" of the within Lease, in the
event that damage by fire or other elements is so extensive as to amount
practically to a total destruction of the building, the Landlord may elect to
rebuild, and this Lease shall remain in full force and effect, provided such
rebuilding shall be substantially completed and the building shall be tenantable
within 120 days from
3
the date of such destruction, and provided further that the rent, and any
additional rent shall be abated during such period pending such rebuilding and
completion. Such period to rebuild shall be extended for such time during which
construction is delayed because of adjustment of Tenant's or Landlord's
insurance or to any other delay attributable to the Tenant, but not beyond 180
days from such destruction. Notice of intention to rebuild shall be given by
Landlord by registered mail, return receipt requested, within thirty (30) days
following the date of such damage. In the event that Landlord elects to rebuild
pursuant hereto, it shall reconstruct building in substantially the same manner
and to the same state of completion that said building was at the time of the
commencement of this Lease and only including items furnished or installed by
the Landlord pursuant to this Lease or existing in the building as of the date
of commencement of this Lease.
1.PUpon the expiration or other termination of the term of this Lease, Tenant
shall quit and surrender to the Landlord the demised premises broom-clean, in
good order and condition, reasonable wear and tear expected, and Tenant shall
remove all of its property from the premises. Tenant's obligation to observe and
perform his covenant shall survive the expiration or other termination of the
term of this Lease.
1.QIt is hereby expressly understood and agreed by and between the parties
hereto, that the Tenant shall not be entitled to any abatement of rent or rental
value or diminution of rent in any action or summary proceeding between the
parties hereto for the non-payment of rent or in any other actions or
proceedings by reason of any breach by the Landlord or any covenants contained
in this Lease on its part to be performed; and any such action or summary
proceedings or in any other action or proceedings for the breach by Tenant of
any covenant contained in this Lease, the Tenant shall not have the right to
set-off by way of damages, recoupment or counterclaim for any damages which the
Tenant may have sustained by reason of the Landlord's failure to perform any of
the terms, covenants and conditions contained in this Lease on its part to be
performed, or for any other cause, but the said Tenant shall be relegated to an
independent action for damages and such independent action shall not at any time
be tried jointly or consolidated with any action or proceedings instituted by
the Landlord.
1.RShould the demised premises become infested with vermin or rodents to the
annoyance of other occupants of the building or adjoining buildings, or
otherwise, as a result of Tenant's use of the premises, the same shall be cured
by the Tenant ten (10) days after notice and demand. Upon the failure or
omission of the Tenant to remedy such condition, the Landlord may do so and
charge the cost thereof to the Tenant as additional rent.
1.SThe Tenant and Landlord agree at any time and from time to time upon not less
than ten (10) days prior written notice by the other to execute, acknowledge and
deliver to the other a statement in writing certifying (a) that this Lease is
unmodified and in full force and effect or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications; (b) whether or not there are then existing any effects or
defenses against the enforcement of any of the terms, covenants or conditions
hereof upon the part of the other to be perform (and, if so, specifying the
same); and (c) the dates to which the basic rent and other charges have been
paid in advance, this paragraph may be relied upon by any prospective purchaser
or mortgagee of the fee of the demised premises or any assignee of any such
mortgage.
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1.TThe Landlord is exempt from any and all liability for any damage or injury to
person or property caused by or resulting from steam, electricity, gas, water,
rain, ice or snow, or any leak or flow from or into any part of said building or
from any damage or injury resulting or arising from any other cause or happening
whatsoever, unless said damage or injury be caused by or be due to the
negligence of the Landlord.
1.UIn the event of default by the Tenant under any of the terms of this Lease,
if the Landlord shall engage counsel for the purpose of effectuating at
dispossess or enforcing compliance by the Tenant with any of the Tenant's
obligations under the terms of this Lease, the Landlord shall be entitled to
recover and the Tenant shall pay as additional rent a sum equal to the
reasonable attorney's fees incurred by the Landlord, provided Landlord prevails
in enforcing compliance by the Tenant.
0.XXx the event any payment of rent or extra rent is not paid on or before the
10th day of the month when due, Tenant shall pay as an additional charge, a sum
equal to two (2%) percent of the amount which became due on the first day of
that month. This is in no way to constitute authorization to a Tenant to remit
payments otherwise than when due, but shall be applicable only in the event that
the Landlord shall accept late payment.
1.WCommencing on October 1, 1998, the annual rental shall be increased by an
amount equal to five (5%) percent of the prior year's annual rent. Thereafter on
October 1st of each succeeding year, the annual rental shall be increased by an
amount equal to five (5%) percent above the prior year's rental.
All rents shall be paid in monthly installments.
Dated: September 30, 1997
ADD-ON PROPERTIES, LLC, Landlord
By: /S/ XXXXXX X. XXXXXX
XXXXXX X. XXXXXX, President
AMERICAN MEDICAL ALERT CORP., Tenant
By: _______________________________
5
