This Lease made the day of 19 , between Xxx Xxxxxxxx Queens
hereinafter referred to as LANDLORD, and AMERICAN MEDICAL Flushing
ALERT CORP., a domestic corporation with offices at: Lease
Effective
7-1-95
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 the premises on the first floor only---
in the building known as 000-00 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx
to be used and occupied by the Tenant For offices only.
and for no other purpose, for a term to commence on July 1, 1995 1995, and to
and on June 30 1998 unless sooner terminated as hereinafter provided, at the
ANNUAL RENT of
1st year = $13,200.00
2nd year = $13,860.00
3rd year = $14,553.53
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.
SECOND. - That, throughout said term the Tenant will take good care of
the demised premises, fixtures and appurtenances, and all alterations, additions
and improvements to either; make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
THIRD. - That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribe 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
FOURTH. - If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or-Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.
FIFTH. - If the whole or any part of the premises hereby demised shall
be taken or condemned by any competent authority or 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.
SIXTH. - If, before the commencement of the term, the Tenant be
adjudicated a bankrupt, or make a "general assignment," or take the benefit of
any insolvent act, or if a Receiver or Trustee be appointed for the Tenant's
property, or if this lease or the state of the Tenant hereunder be transferred
or pass to or devolve upon any other person or corporation, or if the Tenant
shall default in the performance of any agreement by the Tenant contained in any
other lease to the Tenant by the landlord or by any corporation of which an
officer of the Landlord is a Director, this lease shall thereby, at the option
of the Landlord, be terminated and in that case, neither the Tenant nor anybody
claiming under the Tenant shall be entitled to go into possession of the demised
premises. If after the commencement of the term, any of the events mentioned
above in this subdivision shall occur, or it Tenant shall make default in
fulfilling any of the covenants of this lease, other than the covenants for the
payment of rent or "additional rent" or if the demised premises become vacant or
deserted, the Landlord may give to the Tenant ten days notice of intention to
and 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.
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RE-POSSESSION If the Tenant shall make default in the payment of the rent
BY LANDLORD reserved hereunder, or any item of "additional rent" herein
mentioned, or any part of either or in making any other payment
herein provided for, or if the notice last above provided for
shall have been given and if the condition which was the basis of
said notice shall exist at the expiration of said ten days'
period, the Landlord may immediately, or at any time thereafter,
re-enter the demised premises and remove all persons and all or
any property therefrom, either by summary dispossess proceedings,
or by any suitable action or proceeding at law, or by force or
otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together
RE-LETTING with all additions, alterations and improvements. In any such
case or in the event that this lease be "terminated" before the
commencement of the term, as above provided, the Landlord may
either re-let the demised premises or any part or parts thereof
for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the
agent of the Tenant, and receive the rents therefor, applying the
same first to the payment of such expenses as the Landlord may
have incurred, and then to the fulfillment of the covenants of
the Tenants 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
WAIVER termination or expiration, the equivalent of the amount of all of
BY TENANT 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 of a breach or threatened breach by the Tenant
CUMULATIVE of any of the covenants or provision hereof, the Landlord shall
have the right of injunction and the right to invoke any remedy
allowed at law or in equity, as if re-entry, summary proceedings
and other remedies were not herein provided for.
SEVENTH. - If the Tenant shall make default in the
performance of any covenant herein contained, the Landlord may
immediately, or at any time thereafter, without notice, perform
the same for the account of the Tenant. If a notice of mechanic's
lien be filed against the demised premises or against premises of
which the demised premises are part, for, or purporting to be
LANDLORD for, labor or material alleged to have been furnished, or to be
MAY furnished to or for the Tenant at the demised premises, and if
PERFORM 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 required the lienor to prosecute an appropriate action to
enforce the lienor's claim. In such case, the Landlord may pay
any judgment recovered on such claim. Any amount paid or expense
incurred by the Landlord as in this subdivision of this lease
provided, and any amount as to which the Tenant shall at any time
be in default for or in respect to the use of water, electric
current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the
failure of the Tenant to comply with any provision hereof, or in
ADDITIONAL defending any sch action, shall be deemed to be "additional rent"
RENT for the demised premises, and shall be due and payable by the
Tenant to the Landlord on the first day of any succeeding month.
The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall
not be a waiver of any other"additional rent" then due.
AS TO EIGHTH. - The failure of the Landlord to insist, in any one
WAIVERS or more instances upon a strict performance of any of the
covenants of this lease, or to exercise any option herein
contained, shall not be construed as a waiver or a relinquishment
for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the
Landlord of rent, with knowledge of the breach of any covenant
hereof, shall not be deemed a waiver of such breach and no waiver
by the Landlord of any provision hereof shall be deemed to have
been made unless expressed in writing and signed by the Landlord.
Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in
writing by the Landlord.
COLLECTION NINTH. - If this lease be assigned, or if the demised
OF RENT premises or any part thereof be underlet or occupied by anybody
FROM OTHERS 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 and deliver any such instrument or instruments for the
Tenant.
ELEVENTH. - All improvements made by the Tenant to or upon
the demised premises, except said trade fixtures, shall when
made, at once be deemed to be attached to the freehold, and
IMPROVEMENTS become the property of the Landlord, 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.
TWELFTH. - Any notice or demand which under the terms of
NOTICES this lease or under any statute must or may be given or made by
the parties hereto shall be in writing and shall be given or made
by mailing the same by certified or registered mail addressed to
the respective parties at the addresses set forth in this lease.
THIRTEENTH. - The Landlord shall not be liable for any
failure of water supply or electrical current, sprinkler damage,
or failure of sprinkler service, nor for injury or damage to
NO LIABILITY person or property caused by the elements or by other tenants or
persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any
part of said buildings, or from the pipes, appliances or plumbing
works of the same, or from the street or sub-surface, or from any
other place, nor for interference with light or other incorporeal
hereditaments by anybody other than the Landlord, or caused by
operations by or for a governmental authority in construction of
any public or quasi-public work, neither shall the Landlord be
liable for any latent defect in the building.
FOURTEENTH. - No diminution or abatement of rent, or other
compensation shall be claimed or allowed for inconvenience or
discomfort arising from the making of repairs or improvements to
NO the building or to its appliances, nor for any space taken to
ABATEMENT comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein
expressly or impliedly agreed to be furnished by the Landlord to
the Tenant, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for
interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, alterations
or repairs desirable or necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of
such "service" or to some other cause, not gross negligence on
the part of the Landlord. No such interruption or curtailment of
any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall
not be entitled to receive, any of such "services" during any
period wherein the Tenant shall be in default in respect to the
payment of rent. Neither shall there be any abatement or
diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed
for the commencement of the term, it being understood that rent
shall, in any event, commence to run at such date so above fixed.
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FIFTEENTH. - The Landlord may prescribe and regulate the
placing of safes, machinery, quantities of merchandise and other
RULES, ETC. things. The Landlord may also prescribe and regulate which
elevator and entrances shall be used by the Tenant's employees,
and for the Tenant's shipping. The Landlord may make such other
and further rules and regulations as, in the Landlord's judgment,
may from time to time be needful for the safety, care or
cleanliness of the building, and for the preservation of good
order therein. The Tenant and the employees and agents of the
Tenant will observe and conform to all such rules and
regulations.
SIXTEENTH. - In the vent that an excavation shall be made
for building or other purposes upon land adjacent to the demised
premises or shall be contemplated to be made, the Tenant shall
SHORING OF afford to the person or persons causing or to cause such
WALLS excavation, license to enter upon the demised premises for the
purpose of doing such work as said person or persons shall deem
to be necessary to preserve the wall or walls, structure or
structures upon the demised premises from injury and to support
the same by proper foundations.
SEVENTEENTH. - No vaults or space not within the property
line of the building are leased hereunder. Landlord makes no
representation as to the location of the property line of the
building. Such vaults or space as Tenant may be permitted to use
VAULT SPACE 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 Tenants' use or
occupancy thereof.
EIGHTEENTH. - That during seven months prior to the
expiration of the term hereby granted, applicants shall be
admitted at all reasonable hours of the day to view the premises
until rented; and the Landlord and the Landlord's agents shall be
permitted at any time during the term to visit and examine them
ENTRY at any reasonable hour of the day and workmen may enter at any
time, when authorized by the Landlord or the Landlord's agents,
to make or facilitate repairs in any part of the building; and if
the said tenant shall not be personally present to open and
permit an entry into said premises, at any time, when for any
reason an entry therein shall be necessary or permissible
hereunder, the Landlord or the Landlord's agents may forcibly
enter the same without rendering the Landlord or such agents
liable to any claim or cause of action for damages by reason
thereof (if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in any
manner affecting the obligations and covenants of this lease; it
is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume,
by reason thereof, any responsibility or liability whatsoever for
the care or supervision of said premises, or any of the pipes,
fixtures, appliances or appurtenances therein contained or
therewith in any manner connected.
NO NINETEENTH. - The Landlord has made no representations or
REPRE- promises in respect to said building or to the demised premises
TATIONS 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 TWENTIETH. - If the Tenant shall at any time be in default
FEES hereunder, and if the Landlord shall institute an action or
summary proceeding against the Tenant based upon such default,
then the Tenant will reimburse the Landlord for the expense of
attorneys' fees and disbursements thereby incurred by the
Landlord, so far as the same are reasonable in amount. Also so
long as the Tenant shall be a tenant hereunder the amount of such
expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of
the month following the incurring of such respective expenses.
TWENTY-FIRST. - Landlord shall not be liable for failure to
POSSESSION give possession of the premises upon commencement date by reason
of the fact that premises are not ready for occupancy, or due to
a prior Tenant wrongfully holding over or any other person
wrongfully in possession or for any other reason; in such event
the rent shall not commence until possession is given or is
available, but the term herein shall not be extended.
THE TENANT FURTHER COVENANTS:
IF A FIRST TWENTY-SECOND. - If the demised premises or any part thereof
FLOOR consist of a store, or of a first floor, or of any part thereof,
the Tenant will keep the sidewalk and curb in from 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.
TWENTY-THIRD. - If by reason of the conduct upon the demised
premises of a business not herein permitted, or if by reason of
INCREASED the improper or careless conduct of any business upon or use of
FIRE the demised premises, the fire insurance rate shall at any time
INSURANCE be higher than it otherwise would be, then the Tenant will
RATE 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 demised
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.
TWENTY-FOURTH. - If a separate water meter be installed for
WATER RENT 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 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
SEWER 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.
TWENTY-FIFTH. - That the Tenant will purchase from the
ELECTRIC Landlord, if the Landlord shall so desire, all electric current
CURRENT that the Tenant requires at the demised premises, and will pay
the Landlord for the same, as the amount of 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 said company for a
consumption similar to that of the Tenant.
TWENTY-SIXTH. - If there now is or shall be installed in
said building a "sprinkler system" the Tenant agrees to keep the
SPRINKLER appliances thereto in the demised premises in repair and good
SYSTEM 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 and Fire
Insurance Company, the Tenant will at the Tenants' 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.
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TWENTY-SEVENTH. - The sum of Two Thousand Two Hundred
($2,200.00) 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
SECURITY on his part to be performed, then the sum deposited shall be
returned to said Tenant with no interest
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
NUISANCE kindred nuisances, as will in no wise interfere with, annoy, or
disturb any other tenants, in the conduct of their several
businesses, or the landlord in the management of the building;
under penalty of forfeiture of this lease and consequential
damages.
TWENTY-NINTH. - The Landlord hereby recognizes
____________________________ 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
BROKERS Landlord will pay to said broker a further commission in
COMMISSIONS accordance with the rules and commission rates of the Real Estate
Board in the community. A sale, transfer, or other disposition of
the Landlord's interest in said lease shall not operate to defeat
the Landlord's obligation to pay the said commission to the said
broker. The Tenant herein hereby represents to the Landlord that
the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.
THIRTIETH. - The Tenant agrees that it will not require,
permit, suffer, nor allow the cleaning of any window, or windows,
in the demised premises from the outside (within the meaning of
WINDOW Section 202 of the Labor Law) unless the equipment and safety
CLEANING 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 invalidity 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 has
& DELIVERY been prepared and submitted to the Tenant for signature with the
OF LEASE 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 polished all
PREMISES metal, trim, marble and stonework which are a part of the
exterior of the premises, using such materials and methods as the
landlord may direct, and if the tenant shall fail to comply with
the provisions of this paragraph, the Landlord may cause such
work to be done at the expense of the Tenant.
THIRTY-FOURTH. - 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
PLATE GLASS 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 THIRTY-FIFTH. - This lease and the obligation of Tenant to
EMERGENCY pay rent hereunder and perform all of the other covenants and
agreements hereunder on part of Tenant to be performed shall in
nowise be affected, impaired or excused because Landlord is
unable to supply or is delayed in supplying any service expressly
or impliedly to be supplied or is unable to make, or is delayed
in making any repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by
reason of governmental preemption in connection with a National
Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department
or subdivision thereof of any government agency or by reason of
the conditions of supply and demand which have been or are
affected by war or other emergency.
THE LANDLORD COVENANTS
QUIET FIRST. - That if and so long as the Tenant pays the rent and
POSSESSION "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
HEAT "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 __________P.M.; (b) Heat, during
the same hours on the same days in the cold season in each year.
SEE RIDER ATTAC HED 10 PAGES
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.
/s/ Xxx Xxxxxxxx [L.S.]
-------------------------------
Xxx Xxxxxxxx - Landlord
IN PRESENCE OF:
X /s/ Xxxx Xxxxxx [L.S.]
-------------------------------
Xxxx Xxxxxx - Vice President Tenant
XXXXXXX X. XXXXX
Notary Public, State of New York
No. 00-0000000 - Nassau County
Commission Expires January 31, 1996
/s/ Xxxxxxx X. Xxxxx [Text in original illegible]
-4-
State of New York, County of ss:
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 within instrument; that he knows the seal of
said corporation; that the seal affixed to 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.
State of New York, County of ss:
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 within instrument; that he knows the seal of
said corporation; that the seal affixed to 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.
State of New York, County of ss:
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 duly acknowledged
that he executed the same.
State of New York, County of ss:
On the day of 19 , before me personally came
, subscribing witness to the foregoing instrument,
with whom I am personally acquainted, who, being by me duly sworn, did depose
and say, that he resided, at he time of the execution of said instrument, and
still resides, in that he is
and then was acquainted with , and knew
to be the individual described in and
who executed the foregoing instrument; and that he, said subscribing witness,
was present and saw execute
the same; and that he, said witness, thereupon at the same time subscribed his
name as witness thereto.
BUILDING__________________________________
Premises__________________________________
==========================================
Xxx Xxxxxxxx Landlord
to
AMERICAN MEDICAL ALERT CORP., Tenant
Xxxx Xxxxxx
==========================================
LEASE
=========================================
GUARANTY
In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of One Dollar, to the undersigned in hand
paid by the Landlord within named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.
Dated, 19
________________________________L.S.
STATE OF COUNTY OF ss:
On this day of , 19 , before me
personally appeared
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
-5-
RIDER TO LEASE DATED, 1995
BETWEEN XXX XXXXXXXX, as LANDLORD
and AMERICAN MEDICAL ALERT CORP. as TENANT
PREMISES: FIRST FLOOR
000-00 XXXXXXXXX XXXXXX
XXXXXXXX, XXX XXXX 00000
TO THE EXTENT THAT THERE MAY BE ANY CONFLICT OR INCONSISTENCY BETWEEN ANY
PROVISION OF THIS RIDER AND ANY PROVISION CONTAINED IN THE MAIN BODY OF THIS
LEASE, THE PROVISION IN THIS RIDER SHALL GOVERN.
________________________________________________________________________________
36. TERM AND RENT
The three (3) year term of this Lease shall commence as of July 1, 1995
and end on June 30, 1998 (unless sooner terminated in accordance with the terms
hereof) and Tenant shall pay rent for the demised premises during said term as
follows:
TERM MONTHLY RENT ANNUAL RENT
---- ------------ -----------
July 1, 1995 - June 30, 1996 $1,100.00 $13,200.00
July 1, 1996 - June 30, 1997 $1,155.00 $13,860.00
July 1, 1997 - June 30, 1998 $1,212.75 $14,553.53
37. ADDITIONAL RENT:
All costs and expenses which Tenant assumes or agrees to pay pursuant
to this Lease shall at Landlord's option be treated as additional rent and, in
the event of non-payment, Landlord shall have all the right and remedies herein
provided for the case of non-payment of rent or of a breach of condition. If
Tenant shall default in making any payment required to be made by Tenant (other
than the payment of rent required by ARTICLES First and 36 of this Lease), or
shall default in performing any term, covenant or condition of this Lease on the
part of tenant to be performed which shall involve the expenditure of money by
tenant, Landlord at Landlord's option may, but shall not be obligated to, make
such payment or, on behalf of Tenant, expend such sum as may be necessary to
perform and fulfill such term, covenant or condition, at the maximum legal rate
of interest per annum form the date of such expenditure, shall be and be deemed
to additional rent, in addition to fixed rent, and shall be repaid by Tenant to
Landlord, on demand, but no such payment of expenditure by Landlord shall be
deemed a waiver of Tenant's default nor shall it affect any other remedy of
Landlord by reason of such default.
38. FUEL & UTILITIES:
The Landlord agrees to pay on hundred (100%) percent of all charges for
fuel used in or upon the demised premises; however, Tenant shall be responsible
for the payment of all charges for electricity, gas and water used in or upon
the demised premises. Tenant acknowledge that the heating system shall be
Landlord's responsibility to maintain (and replace if necessary) said systems at
Landlord's own cost and expense, unless such maintenance or replacement is
caused or necessitated by the act or negligence of Tenant, its agents,
contractors servants, employees licensees or invitee.
Furthermore, within 45 days after Landlord request, Tenant shall
furnish Landlord with copies receipted utility bills for the prior month (or
applicable billing period) or cancelled checks evidencing payment of said bills.
In no event shall Landlord be responsible for providing services and/or
for the payment of charges for water at the demised premises.
Landlord shall not in any way be liable or responsible to Tenant for any loss,
damage or expense which Tenant may sustain or incur if either the quantity or
character of electric services or other utility services is changed or is no
longer available suitable for Tenant's requirements.
Interruption or curtailment of such service shall not constitute a
constructive or partial eviction nor entitle Tenant to any compensation or
abatement of rent. Tenant covenants and agrees that at all times its use of
electric current shall never exceed the capacity of the existing feeders to the
building or the risers or wiring installation. Tenant shall make no alteration
or addition to the electrical, heating, air conditioning gas or water equipment
without the prior written consent of Landlord.
39. INSURANCE:
(a)The Tenant agrees, at its own cost and expense, to maintain in full
force and effect during the term hereof and any extension or renewal thereof
(and any period prior to the commencement of the term following the Tenant's
entry) with respect to the demised premised, and the tenant's and any and all
other occupant's business therein or therefrom, a policy of comprehensive
general public liability insurance with minimum single combined limits of
liability in the amount of ONE MILLION ($1,000,000.00) DOLLARS for the injury or
death to one or more than one person. THREE HUNDRED THOUSAND DOLLARS for damage
to property inclusive of sidewalk and parking facilitates; and policy insuring
against business interruption to the extent of six (6) months rent to be
determined in accordance with the applicable Annual Rent set forth in ARTICLE 36
above. In addition, Tenant will, at Tenant's expense maintain Xxxxxxx'x
Compensation insurance with respect to the demised premises if required in
accordance with applicable law. In addition, Tenant agrees to produce and
maintain a policy of standard plate glass insurance for the demised premises.
(b) The Tenant shall obtain fire insurance in the minimum amount
of $200,000.00.
Simultaneously with the execution hereof, a duplicate original or
certificate of each policy of such insurance shall be furnished to Landlord.
Such policy or policies shall be written by an insurance company or companies
authorized to do business in the State of New York. Landlord shall be named as
an insured in each such poiicy as its interest may appear. In or on each such
policy, company, clauses or endorsements to the effect that except upon thirty
(30) days' prior written notice to Landlord, such policies shall be
non-cancelable and the
-6-
amount of insurance subrogation against Landlord on any claim that Tenant or any
other party having an interest in such policy of the proceeds thereof may have
against Landlord.
40. REPAIRS:
(a) Notwithstanding anything contained herein to the contrary, during
the term hereof, Tenant shall make all non-structural repairs required to
maintain the interior of the demised premises in good order and condition.
Landlord shall not be liable to Tenant, or any other occupant of the demised
premises, for the damages resulting from any failure by Tenant to repair or
maintain the demised premises as required by Tenant by this paragraph. Landlord
shall not be obligated to perform any repairs or maintenance upon the demised
premised, other than structural repairs which are not caused or necessitated by
the act or negligence or Tenant, its agents, contractors, servants, employees,
licensees or invitee.
(b) Tenant covenants that no waste shall be committed or suffered upon
or to the demised premises, including the exterior and agrees, at its own cost
and expense, to repair and maintain the demised premises, including taking care
of graffiti and all fixtures, appurtenances, alterations, additions and
improvements in and to the demised premises in good order and condition,
including without limitation all doors, windows, window glass, floor covering
and interior wall, as well as the plumbing, heating, electrical facilities and
appliances in or on the demised premises.
(c) Tenant shall be responsible for keeping the demised premises and
its adjacent sidewalks and parking lot, if any, clean and frees of debris, snow
and ice, etc.
(d) In the event Tenant shall fail to make the necessary repairs to the
demised premises as required by this Lease, or maintain the demised premises as
required by this lease, then in that event, Landlord shall have the right, but
shall not be obligated, to come upon the demised premises to make such repairs
and/or maintenance and charge the cost thereof to tenant together with the
charge for its services for having performed the work on behalf of the tenant.
Such costs and charges shall be deemed additional rent and shall be due with the
next installment of rent due thereafter. Any such performance by Landlord on
behalf of Tenant shall not be deemed a waiver by Landlord of such default by
Tenant.
41. MORTGAGE SUBORDINATION:
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 hereafter placed on the demised premises. 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. Tenant hereby appoints Landlord as
attorney-in-fact of Tenant, irrevocably, to execute and deliver any such
instrument or instruments for Tenant.
Tenant shall furnish, upon demand from any such mortgagee or proposed
mortgagee, its financial statement suitable for presentation to a duly
accredited lending institution in order to assist Landlord in obtaining a
mortgage against the premises if which the demised premises form a part. In the
event said mortgagee shall require further information, Tenant shall promptly
furnish such information, if same is available.
42. ESTOPPEL CERTIFICATE:
Within ten (10) days after request therefor by the Landlord, Tenant
shall deliver in recordable form a certificate to Landlord or to any proposed
mortgagee or purchaser certifying that this lease is in full force and effect
and that there are no defenses or offsets to any rent payments hereunder, or
stating those defaults or claims asserted by Tenant against Landlord. Such
certificate shall be furnished without charge.
43. ATTORNMENT:
Tenant agrees that if by reason of default on the part of Landlord
herein under any ground or underlying lease or mortgage or leasehold mortgage
affecting Landlord's interest, a ground or underlying lessor or mortgagee or
leasehold mortgagee shall enter into and become possessed of the real property
of which the demised premises from a part, or any part or parts of such real
property, either through possession or foreclosure action or proceedings, or
either through the issuance and delivery of a new ground or underlying lease for
said premises, then, if this Lease is in full force and effect at such time,
Tenant shall attorn to such lessor, mortgagee or leasehold mortgagee, as its
Landlord. In such event, such lessor, mortgagee or leasehold mortgagee shall not
be liable to Tenant for any defaults theretofore committed by Landlord and not
such default shall give rise to any of offset or deduction against the rents
payable under this Lease to such lessor, mortgagee or leasehold mortgagee.
44. LANDLORD'S WORK:
Landlord shall have no obligation to decorate the demised premises or
to make any installations, alterations, improvements or additions of any kind to
adapt or equip the demised premises for the use provided for and contemplated by
this Lease which shall be the sole responsibility of Tenant.
45. ALTERATIONS:
Tenant shall not make any alterations, additions or improvements to the
demised premises without Landlord's prior written consent.
All alterations, decorations, installations, additions or improvements upon the
demised premises made by either party, including without limitation all
paneling, decorations, partitions, railings, floors, galleries and the like,
shall, unless Landlord elects otherwise (which election shall be made by written
notice to Tenant not less than thirty (30) days prior to the expiration or other
termination of this Lease) become the property of Landlord, and shall remain
upon, and be surrendered with, said premises as a part thereof at the end of the
term. At the expiration of the term hereof, Tenant shall be entitled to remove
all removable trade fixtures at its own cost and expense, provided said fixtures
have not become affixed to the demised premises and further provided Tenant
restores the demised premises to its original condition. In the event Landlord
shall elect to have all or any such alterations, decorations, installations,
additions or improvements removed by Tenant as set forth above, then such
alterations, decorations, installations, additions or improvements as landlord
shall select, shall be removed by Tenant at Tenant's expense and Tenant shall
restore the demised premises to its original condition, at its own cost and
expense, at or prior to the expiration of the term.
46. INDEMNITY:
-7-
Tenant agrees to indemnify and hold Landlord harmless form and against
any and all claims by or on behalf of any person or persons, firm or firms,
corporation or corporations arising form any work or thing whatsoever done by or
on behalf of Tenant in or about the demised premises and will further indemnify
and hold Landlord harmless form and against any and all claims arising from any
breach or default on the part of Tenant to be performed pursuant to the terms of
this Lease, or arising from any act or negligence of Tenant, or any of its
agents, contractors, servants employees, licensees or invitee, and from and
against all cost, reasonable attorney's fees, expenses and liabilities incurred
in or about any such claim or action or proceeding be brought against Landlord
by reason of any such claim, Tenant, upon notice form Landlord, covenants to
resist or defend, at Tenant's expense, such action or proceeding by counsel
reasonably satisfactory to landlord.
47. EXCULPATORY CLAUSE:
Not withstanding anything contained herein to the contrary, Tenant
shall look solely to the estate and property of Landlord in the land and
building of which the demised premises form a part for the satisfaction of
Tenant's remedies for the collection of a judgment of other judicial process
requiring the payment of money by Landlord as result of any negligence, default
or breach by Landlord with respect of any of the terms, covenants and conditions
or this Lease to be observed and/or performed by Landlord, and not other
property or assets of Landlord or any or its individual partners shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies.
48. INVOLUNTARY ASSIGNMENT:
Notwithstanding any provision herein contained to the contrary,
Landlord shall not be required to consent to any involuntary assignment of this
Lease or of the interest of Tenant in this Lease by operation of law. Each of
the following acts shall be considered an involuntary assignment:
(a) If Tenant is or becomes bankrupt or insolvent or is a
debtor-in-possession under any insolvency statute, such as "Chapter XI"
proceedings under the Bankruptcy Act, or where Tenant makes an assignment for
the benefit of creditors or institutes a proceeding under the Bankruptcy Act in
which Tenant is a bankrupt or a debtor or a debtor-in-possession, or if any
proceeding is instituted against Tenant under the Bankruptcy Act which is not
dismissed within sixty (60) days' or if Tenant a partnership or consists of more
than one person or entity is or becomes bankrupt or insolvent or makes an
assignment for the benefit of creditor, or in the event any court, court
officer, referee, judge, trustee or judicial officer attempts to assign or offer
the subject Lease for sale at auction or otherwise; or
(b) If a writ of attachment or execution is levied on this
Lease; or
(c) If, in any proceeding or action to which Tenant is a
party, a receiver is appointed with authority to take possession of the demised
premises.
Any such involuntary assignment shall constitute a default by Tenant
hereunder, and Landlord shall have the right to terminate this Lease, in which
case this Lease shall not be treated as an asset of Tenant. Any such termination
shall be made by Landlord in writing sent to Tenant by certified mail, return
receipt requested.
Ten (10) days after notifying Tenant of such termination, Landlord
shall be entitled to immediate possession of the demised premises and may
institute summary proceedings against Tenant or may take other suitable
proceeding or action to obtain possession thereof.
49. DEFAULT:
(a) Non-payment of rent or any other breach of this Lease by Tenant
shall be the basis for summary proceedings and Tenant by signing this Lease or
assuming the obligations thereunder through assignment of otherwise hereby
consents to the jurisdiction of any court to immediately dispossess Tenant in
such summary proceedings.
If Landlord shall be compelled to institute an action or summary
proceedings against Tenant based upon a default hereunder by Tenant, then Tenant
shall be liable to Landlord for any expenses incurred by Landlord as a result
thereof, including but not limited to costs, disbursements and reasonable
attorney's fees. The amount of any such expenses shall be deemed to be
"additional rent" hereunder and shall be due form Tenant to Landlord on the
first day of the next month following the expenditure of such sums by Landlord.
(b) If the demised premises shall be vacated or abandoned, or in the
event of a cancellation or termination hereof either by operation of law or by
the issuance of a dispossess warrant or by the service of a notice of
termination based on a default of Tenant as herein provided, Tenant shall,
nevertheless, remain and continue liable to Landlord in a sum equal to all fixed
rent and all additional rent herein reserved for the balance of the term herein
originally granted; and Landlord may re-enter the demised premises, using such
force for that purpose as may be necessary without being liable to any
prosecution for said re-entry or the use of such force, and Landlord may repair
or alter the demised premises in such manner as Landlord may deem necessary or
advisable, and/or let or relet the demised premises or any or all parts thereof
for the whole or any part of the remainder of the original term hereof or whole
or any of the remainder of the original term hereof or for a longer period in
Landlord's mane or as the agent of tenant, and, out of any rent so collected or
received, Landlord shall first pay to itself the expense or cost or retaking,
repossessing, repairing and/or altering the demised premises and the expense of
removing all persons and property therefrom, including attorney's fees, and then
shall pay itself any cost or expense sustained in securing any new tenant or
tenants, including advertising, attorney's fees and brokerage fees, and then
shall pay to itself any balance remaining on account of the liability of Tenant
to Landlord for the sum equal to the rents and additional rents reserved herein
and then unpaid by Tenant for the remainder of the term original herein demised.
Any entry or re-entry by Landlord, whether had or taken under summary
proceedings or otherwise, shall not absolve or discharge tenant from liability
hereunder.
(c) Should any rent so collected by Landlord after deduction of the
aforementioned payments therefrom be insufficient to fully pay to Landlord a sum
equal to all fixed rent and additional rent herein reserved, the balance of such
deficiency shall be paid by Tenant on the rent days above specified, that is,
upon each of such rent days Tenant shall pay to Landlord the amount of the
deficiency then existing; and Tenant shall be and remain liable for any such
amount thereof, or a sum equal to the amount of all rent and additional rent
herein reserved, if there shall be no reletting, shall survive the issuance of
any dispossess warrant of other termination hereof bases upon a default by
Tenant and Tenant hereby expressly waives any defense that might be predicated
upon the issuance of such dispossess warrant of such termination or cancellation
of the term hereof.
(d) Suit or suits for the recovery of any such deficiency or damages,
or for sum equal to any installment of installment of rent or additional rent
payable hereunder, may be brought by Landlord from time to time at Landlord's
election, and nothing herein contained shall be deemed to require landlord to
await the date whereon this Lease of the term hereof word have expired by
limitation had there been no such default by Tenant or no such termination to
cancellation.
-8-
(e) Tenant hereby waives any and all right to recover or regain
possession of the demised premises or to reinstate or to redeem this Lease as
permitted or provided by or under any statute, law or decision now or hereafter
in force and effect.
50. WAIVER OF COUNTERCLAIM:
Tenant waives any and all rights to interpose any counterclaim in any
summary proceedings for the non-payment of rent; and any and all claims that may
be asserted by Tenant shall only be made the subject of separate action and in
such separate action, it is agreed that trial by jury is waived.
51. PERMITS:
Tenant covenants that Tenant will not use or suffer or permit any
persons to use the demised premises for any unlawful purpose and to obtain and
maintain at Tenant's sole cost and expense all licenses and permit form any and
all governmental authorities having jurisdiction of the demised premises which
may be necessary for the conduct of Tenant's business therein. Tenant further
covenants to comply with all applicable laws, resolutions, codes, rules and
regulation of any department, bureau, agency or any governmental authority
having jurisdiction over the operations, occupancy, maintenance and use of the
demised premises for the purposes set forth herein. Tenant will indemnify and
hold Landlord harmless form and against any and all claims. penalties, loss,
applicable law, rule or regulation of any governmental authority having
jurisdiction over Tenant's use and occupancy of the subject premises. Tenant
shall keep in full force and effect all necessary certificates of occupancy for
the purposes for which the demised premises are rented.
52. LIENS:
Tenant agrees not to suffer or permit, during the demised term, any
mechanic's or other lien for work, labor or services and/or materials furnished
or otherwise to attach to and become a lien upon the premises as a result of any
work done by or on behalf of Tenant. If such lien shall so attach, Tenant shall,
within thirty (30) days after notice thereof, either pay or satisfy such lien or
procure the discharge of such lien or record in such manner as may be permitted
by law. Should Tenant fail or refuse to discharge any such lien within said
thirty (30) day period, then Landlord is hereby authorized to add the amount of
such lien to any regular installment of rent thereafter becoming due as
additional rent and satisfy such lien out of such additional rent so paid or in
the event of non-payment thereof, to declare a default hereunder.
53. CONDEMNATION:
(a) If the whole of the demised premises shall be acquired or condemned
or any public or quasi-public use or purpose, this Lease and the term hereof
shall end as of the date of the vesting of title with the same effect as if said
date were the expiration date of the term. In such event the fixed rent and any
additional rent shall be apportioned as of the date of expiration or sooner
termination of this Lease.
(b) If only a part of the demised premises shall be so acquired or
condemned, then, except as otherwise provided in this paragraph, this Lease and
the demised term shall continue in force and effect but, from and after the date
of the vesting of title, the fixed rent shall be reduced in the proportion which
the area of the part of the demised premises (other than the parking lot and
sidewalk, if any) so acquired or condemned bears to the total area of the
demised premises) immediately prior to such acquisition or condemnation. If a
part of the demised premises shall be so acquired or condemned and, if by reason
of such acquisition or condemnation, Tenant no longer has reasonable means of
access to the demised premises, or cannot reasonably operate its business
thereon, Tenant, at Tenant's option, may give Landlord, within forty-five (45)
days next following the date upon which Tenant shall have received notice of
vesting or title, five (5) days written notice of termination is given by
Tenant, this Lease and the term hereof shall come to an end and expire upon the
expiration of said five (5) days with the same effect as if such date was the
date of expiration of this Lease. If a part of the demised premises shall be so
acquired or condemned and this Lease and the demised term shall not be
terminated pursuant to the foregoing provisions of this paragraph, Landlord
shall restore that part of the demised premises not so acquired or condemned to
the condition which it was in prior to such acquisition or condemnation.
Landlord shall only be liable for such restoration expenses to the extent of any
condemnation award it may receive on account thereof. In the event of the
termination of this Lease and the term hereof pursuant to the provisions of this
paragraph, the fixed rent and any additional rent shall be apportioned as of the
date of expiration or sooner termination.
(c) In the event of any such acquisition or condemnation of all or any
part of the demised premises, Landlord shall be entitled to receive the entire
award for any such acquisition or condemnation. Tenant shall have no claim
against Landlord for the value of any unexpired portion of the term. Nothing
contained in this paragraph shall be deemed to prevent Tenant form making a
claim against the condemning authority for the value of Tenant's personal
property which is compensable in law, such as trade fixtures.
54. ASSIGNMENT AND SUBLETTING:
Neither this Lease nor any portion of Tenant's interest therein shall
be assigned or sublet, without the prior written consent of Landlord which
consent shall not be unreasonably withheld or unduly delayed.
(a) Any proposed assignment or sublet must be approved by the Landlord,
and shall require Landlord's prior consent in written which consent shall not be
unreasonably withheld. A request for Landlord's consent shall be in writing
setting forth the following: (i) the names of the principals of the proposed
assignee and their home addresses; (ii) the background and experience of the
proposed assignee with respect to the use set forth in this Lease, and (iii)
evidence of financial responsibility, including such financial statements as
Landlord may require; all of the foregoing so that Landlord may be in position
to determine whether or not the requested consent should be given, it being the
intention of Landlord that the proposed assignee shall conduct business
operations on a quality standard similar to the standards of Tenant.
(b) That at the time of any such permitted assignment or sublet, Tenant
shall have complied with and performed all of the terms, covenants and
conditions of this Lease imposed upon and required to be compiled with and
performed by Tenant to the date of such assignment or sublet.
(c) In the event Tenant assigns this Lease, or sublets any portion of
the premises, such assignment of sublet shall be evidenced by and instrument in
writing duly executed and acknowledged in duplicate by the Tenant and the
assignee or subtenant as the case may be. Such assignee or subtenant shall
expressly accept and assume and agree to perform all of the terms and provisions
in this Lease contained to be kept, observed and performed by the Tenant, and an
executed duplicate original of such instrument, together with the address of the
assignee of subtenant shall be deliver to the Landlord, all before any such
assignment or sublease shall become effective. All instruments of assignment or
sublease and assumption shall be prepared by the attorney for the Landlord at
the cost and expense of the Tenant.
(d) Tenant and subsequent assignees or subtenants, notwithstanding any
such assignment or sublease and notwithstanding the acceptance of rent by
Landlord form such assignee or subtenant, shall always remain liable for the
payment of rent and additional rent hereunder
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and for the performance of all of the agreements, conditions, covenants and
terms herein contained on the part of the Tenant herein to be kept, observed and
performed.
(e) The use of the premises shall be restricted to the same use set
forth herein.
(f) If the tenant is a corporation, any dissolution, merger,
consolidation or reorganization of Tenant or the sale or other transfer of more
than forty-nine (49%) percent of the capital stock of the Tenant or the sale of
any portion of the assets of the Tenant outside "the ordinary course of
business" shall be deemed an assignment under the terms of this paragraph and
subject to the requirement of Landlord's prior consent hereunder.
55. SIGNS:
Tenant is herewith permitted to erect a sign on the outside of the
demised premises advertising the conduct of Tenant's business therein, provided
however, that it be installed erected in a non-hazardous manner and further
provided that in the installation or erection thereof, Tenant does not in any
respect deface, damage or mar any portion of the demised premises. Furthermore,
Tenant shall obtain all necessary permits for such sign from any and all
municipal departments having jurisdiction thereof and shall maintain said sign
in compliance with all municipal laws and ordinances governing same. The Tenant
shall be responsible for and maintain their signs on the exterior of the
building; and repair any damage to the building; and provide the required
liability insurance for same.
56. GARBAGE:
Tenant agrees that it will be responsible for handling and disposing of
all rubbish, garbage and waste from the demised premises at the sole cost and
expense of Tenant in accordance with the regulations established by Landlord, if
any. Tenant further agrees not to permit the accumulation of any rubbish or
garbage in, on or about any part of the demised premises.
57. NOTICES:
All notices, requests, demands or other communications desired or
required to be given under any of the provisions hereof shall be in writing and
shall be deemed to have been duly given on the date mailed if sent by certified
mail, return receipt requested, addressed to Tenant at the demised and to
Landlord at 00 Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, with copies to
Landlord's attorneys, Xxxxxxx Xxxxxx ESQ. 000-00 00xx Xxxx, Xxxxxxxxxx, Xxx Xxxx
00000 or at such other or additional addresses and the parties may designate by
such notice to the other.
58. "AS IS"
Tenant does herewith acknowledge and declare that it is full familiar
with the premises and environs, and the buildings and improvements thereon, and
accepts said premises and environs, the buildings and improvements thereon, in
an "as is" condition. Landlord makes no representation or warranty as to the
fitness, feasibility or use of the demised premises, and any violations against
the demised premises shall be removed promptly by Tenant at its sole cost and
expense.
The Landlord will provide that the plumbing, heating and electrical systems will
be in working order at the inception of this Lease.
59. NO OFFER TO LEASE:
The submission of this Lease by Landlord for execution by Tenant does
not constitute and offer by Landlord to lease the demised premises to Tenant.
This Lease shall not be effective until it has been fully executed by Landlord
and Tenant and copies and counterparts have been delivered to the prospective
parties.
60. ATTORNEY'S FEES:
In the event Landlord shall be required to commence any legal
proceeding against Tenant on account of a default of breach by Tenant under this
Lease, Tenant shall be obligated to pay to Landlord the reasonable attorney's
fees and costs incurred in such legal proceedings by Landlord and for which
Landlord shall receive final judgment.
61. CAPTIONS:
The captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease nor in any way affect this Lease.
62. ENTIRE AGREEMENT BETWEEN PARTIES:
This Lease contains the entire agreement and understanding between the
parties with respect to the subject matter hereof, supersedes all prior
agreements between said parties with respect to the subject matter hereof and
cannot be amended or modified except by written agreement signed by all of the
parties hereto.
63. SEVERABILITY:
The unenforceability, invalidity or illegality of any provision of this
Lease shall not render the other provisions unenforceable, invalid or illegal.
64. SUCCESSORS:
This Lease shall be binding on and insure to the benefit of the parties
hereof and their legal representatives, successors, heirs and assigns.
65. LATE CHARGES:
In the event that any rent or additional rent payment hereunder is not
received by Landlord on or before the tenth (the) day after such payment is due
under the Lease, Tenant agrees to pay Landlord a late payment fee of five (5%)
percent of the payment so overdue. Such late payment fee shall be paid together
with the said overdue payment of rent or additional rent. Such late payment fee
is not is a penalty but is a
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mutually agreed upon administrative charge of defray the expenses incurred by
Landlord on account of such late payment. Acceptance of such late payment fee
shall not be deemed a waiver of Landlord's right to declare a default under this
Lease for non-payment.
In addition, Tenant shall pay Landlord a fee of FIFTY ($50.00) DOLLARS
for each check of Tenant given to Landlord which is returned unpaid by
Landlord's bank to defray the expenses incurred by Landlord as a result of such
returned check.
66. SECURITY DEPOSIT:
At all times during the term of this Lease, Tenant shall maintain on
deposit with Landlord a sum equal to two (2) months' rent (as per the rent
schedule set forth in Article 36 above) as security for the due and faithful
payment, as herein provided, of the rent, additional rent, charges and damages
payable by Tenant under this Lease or pursuant to law and for the due and
faithful payment herein provided, of the rent, additional rent, charges and
damages payable by Tenant under this Lease or pursuant to law and for the due
and faithful keeping, observance and performance of all the other covenants,
agreements, terms, provisions and conditions of this Lease on the part of Tenant
to be kept, observed and performed if at any time shall be in default of any
payment of any such rent or in the keeping, observance or performance of any
such other covenant, agreement, term provision or condition, Landlord may at its
option apply the security so on deposit with Landlord to the payment of any such
rent or to the payment of the costs incurred by Landlord in curing such default.
If as a result of any such application of all or any part of such security, the
amount of security so on deposit with Landlord shall be less than two (2)
months' current rent tenant shall forthwith deposit with Landlord cash in an
amount equal to the deficiency. If at the expiration of the term of this Lease,
Tenant shall not be in default in the payment of such rent, additional rent,
charge of damage or in the keeping observance or performance of any such other
covenant, agreement observance or performance of any such other covenant,
agreement, term, provision or condition of this Lease, then Landlord shall,
within a reasonable time after the expiration of said term, return said
security, if any, then on deposit with Landlord to Tenant pursuant to this
Article 66.
In the event of transfer of Landlord's interest in the premises, Landlord shall
have the right to transfer the security to the transferee and Landlord shall,
without any further agreement between the parties, thereupon by released by
Tenant form all liability for the return of such security; and Tenant agrees to
look to the new Landlord solely for the return of said security; and it is
agreed that the provisions hereof shall apply to every transfer of assignment
make of the security to a new Landlord. Tenant further covenants that it will
not assign or encumber of attempt to assign to encumber said security or any
part thereof and that neither Landlord nor its successors or assigns shall be
bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. If the security deposit earns any interest it shall be for the
Landlord's benefit in order to defray the expenses of maintaining such account.
Any failure or refusal on the part of Tenant, its successors or assigns
to timely make said security deposits required hereunder shall be deemed to be a
material default of the terms of this Lease.
67. The Landlord agrees to give the Tenant an option to renew the lease for a
period of FIVE (5) years with the acceptance of the terms by both parties, which
are to be negotiated. This provision shall not apply if the Landlord desires to
sell the building or utilize leased space for themselves. The Tenant shall give
written notice, by certified mail, return receipt requested, of at least 90 days
prior to the expiration of the Lease.
68. The Landlord shall allow the Tenant to utilize front portion of the basement
to the beginning of the storage box and area under the stairs for storage only.
The space between the storage box and the stairs shall be kept open and clear.
The remainder of the basement shall be for the Landlord's use. The Landlord
shall have accessibility to the basement.
69. The Tenant is responsible for the installation and maintenance
of their antenna and any damages caused by same.
IN WITNESS WHEREOF, the Landlord and Tenant have respectively executed
this Agreement as of the day and year first written above.
/s/ Xxx Xxxxxxxx
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XXX XXXXXXXX, Landlord
X/s/ Xxxx Xxxxxx
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AMERICAN MEDICAL ALERT CORP.
by Xxxx Xxxxxx - Vice President
XXXXXXX X. XXXXX
Notary Public, State of New York
No. 00-0000000 - Nassau County
Commission Expires January 31, 1996
/s/Xxxxxxx X. Xxxxx
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