This Lease made the 10TH day of AUGUST 1998, between 00 XXXXXXXXXX
XXXXXXXXX, LLC, 00 XXXXXX XXXX XXXXX, XXXX XXXXXXXXXX, XX 00000 hereinafter
referred to as LANDLORD, and NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., 00
XXXXXX XXXX XXXXX, XX. XXXXXXXXXX, 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 APPROXIMATELY 1,500 SQUARE FEET
('DEMISED PREMISES') in the building known as 00 XXXXXXXXXX XXXXXXXXX, XXXX
XXXXXXXXXX, XX 00000 to be used and occupied by the Tenant A PHARMACY and for no
other purpose, for a term to a commence on SEPTEMBER 1, 1998 and to end on
AUGUST 31, 2005, unless sooner terminated as hereinafter provided, at the annual
rent of Eighteen Thousand and 00/100 Dollars ($18,000.00) for the period
September 1, 1998 through August 31, 1999, thereafter increased by an amount
equal to five percent (5%) per annum as reflected on the attached schedule made
part of this lease, all payable in equal monthly installments in advance on the
first day of each and every calendar month during said term, except the first
installment, which shall be paid upon the execution hereof.
THE TENANT JOINTLY AND SEVERALLY COVENANTS:
FIRST. -- That the Tenant will pay the rent as above provided.
REPAIRS
ORDINANCES
AND
VIOLATIONS
ENTRY
INDEMNIFY
LANDLORD
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.
MOVING
INJURY
SURRENDER
NEGATIVE
COVENANTS
OBSTRUCTION
SIGNS
AIR
CONDITIONING
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 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 laws or
ordinance. That the Tenant will not obstruct or permit the obstruction of the
light, halls, stairways or entrances to the building, and will 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 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 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 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.
EMINENT
DOMAIN
FIFTH. -- If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required for such public purpose and without apportionment of
award, the Tenant hereby assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.
LEASE NOT
IN EFFECT
DEFAULTS
TEN DAY
NOTICE
SIXTH. -- If, before the commencement of the term, the Tenant be
adjudicated a bankrupt, or make a 'general assignment' or take the benefit of
any insolvent act, or if a Receiver or Trustee be appointed for the Tenant's
property, or if this lease or the estate of the Tenant hereunder be transferred
or pass to or devolve upon any other person or corporation, or if the Tenant
shall default in the performance of any agreement by the Tenant contained in any
other lease to the Tenant by the Landlord or by any corporation of which an
officer of the Landlord is a Director, this lease shall thereby, at the option
of the Landlord, be terminated and in that case, neither the Tenant nor anybody
claiming under the Tenant shall be entitled to go into possession of the demised
premises. If after the commencement of the term, any of the events mentioned
above in this subdivision shall occur, or if Tenant shall make default in
fulfilling any of the covenants of this lease, other than the covenants for the
payment of rent or 'additional rent' or if the demised premises become vacant or
deserted, the Landlord may give to the Tenant ten days' notice of intention to
end the terms 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 hereafter provided.
RE-POSSESSION BY LANDLORD
RE-LETTING
WAIVER
BY TENANT
If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of 'additional rent' herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all persons and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy all premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be 'terminated' before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without releasing Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision 'Sixth' provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and 'additional rent' reserved herein, less the avails of
reletting, of 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 CUMULATIVE
In the event of a breach or threatened breach by the Tenant of any of the
convenants 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 PERFORM
ADDITIONAL RENT
SEVENTH. -- If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fall to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, any 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 or the next
following month, or, at the option of the Landlord, on the first day of any
succeeding month. The receipt by the Landlord of any instalment 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 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 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 OF RENT FROM OTHERS
NINTH. -- If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
xxx collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and under-letting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.
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 much 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.
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
TWELLFTH. -- 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 damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.
NO ABATEMENT
FOURTEENTH. -- No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various 'services,' if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such 'service' when such
interruption or curtailment shall be due to accident, alterations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such 'service' or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such 'service' shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such 'services' during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.
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 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.
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 promises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and convents 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 REPRESENTATIONS
NINETEENTH. -- The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.
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 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.
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
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:
INCREASED FIRE INSURANCE RATE
TWENTY-THIRD. -- If by reason of the conduct upon the 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 any 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 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.
WATER RENT
SEWER
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 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 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
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.
SPRINKLER SYSTEM
TWENTY-SIXTH -- If there now is or shall be installed in said building a
'sprinkler system' the Tenant agrees to keep the appliances 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 $1,500.00 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 their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.
BROKERS COMMISSIONS
TWENTY-NINTH -- The Landlord hereby recognizes N/A as the broker who
negotiated and consummated this lease with the Tenant herein, and agrees that
if, as, and when the Tenant exercises the option, if any, contained herein to
renew this lease, or fails to exercise the option, if any, contained therein to
cancel this lease, the Landlord will pay to said broker a further commission in
accordance with the rules and commission rates of the Real Estate Board in the
community. A sale, transfer, or other disposition of the Landlord's interest in
said lease shall not operate to defeat the Landlord's obligation to pay the said
commission to the said broker. The Tenant herein hereby represents to the
Landlord that the said broker is the sole and only broker who negotiated and
consummated this lease with the Tenant.
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 202 of the New York 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 invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.
EXECUTION & DELIVERY OF LEASE
THIRTY-SECOND -- In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.
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 or 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 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
HEAT
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 P.M.; (b) Heat, during the same hours on the same days in the
cold season in each year.
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.
00 XXXXXXXXXX XXXXXXXXX, LLC
By: /s/ XXXX X. XXXXXXX
..............................[L.S.]
Xxxx X. Xxxxxxx Landlord
IN PRESENCE OF: NATIONAL MEDICAL HEALTH CARD SYSTEMS,
INC.
By: XXXXX XXXXXXX
..............................[L.S.]
Xxxxx Xxxxxxx, Secretary Tenant
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
, the corporation described in and which
executed the instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like
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
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 the time of the execution of said instrument and still
resides, in that he is and then was acquainted with , and knew to be 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 as witness thereto.
BUILDING-------------------------------------
Premises-------------------------------------
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Landlord
to
Tenant
---------------------------------------------
L E A S E
---------------------------------------------
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GUARANTY
In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of 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 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
------------------------------
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.
RIDER
Rider containing 4 numbered articles attached to and made part of Lease for
Building at 00 Xxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx, dated
September 1, 1998, between 00 XXXXXXXXXX XXXXXXXXX, LLC, as Landlord, and
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. as Tenant.
In the event of any conflict between any of the terms of the provisions of
this Rider and any of the terms of the printed portion of this Lease, the
provisions of this Rider shall be controlling.
1. Additional Rent. In addition to the Basic Rent provided for above, all
other payments to be made by Tenant to Landlord shall be deemed to be and shall
become Additional Rent hereunder whether or not the same be designated as such,
and, unless otherwise provided, shall be due and payable ten (10) days after
demand. Landlord shall have the same remedies under Article Sixth of the printed
portion of this Lease for failure to pay said Additional Rent, as for the
nonpayment of Basic Rent. Tenant's obligation to pay Additional Rent shall
survive the expiration of termination of the term of this Lease. Installments of
Basic Rent and any Additional Rent payable on a monthly basis shall be equitably
adjusted if the term of this Lease commences or terminates on a day other than
the first day of a calendar month.
2. Tenants Pro-Rata Share. For purposes of this Lease, the 'Tenant's
Pro-Rata Share' shall be twenty-five percent (25%). In the event Landlord shall
increase the size of the Building or in the event Tenant shall lease additional
space in the Building, Tenant's Pro-rata Share shall be adjusted to reflect the
new ratio which the size of the Demised Premises bears to the size of the
Building. In the event Landlord and Tenant are unable to enter into an agreement
in writing setting forth Tenant's new Pro-rata Share within thirty (30) days
after submittal of such an agreement by Landlord to Tenant or Tenant to
Landlord, the dispute shall be resolved by arbitration in accordance with the
provisions contained herein.
3. Landlord's Maintenance. Landlord shall perform all maintenance, repairs
and replacements of the roof, parking lot, lawn sprinkler system and
landscaping, and shall perform ice clearance from the parking lot and sidewalk,
and from the roof if necessary, and all exterior painting (at such intervals as
Landlord deems appropriate). Tenant shall pay to Landlord Tenant's Pro-rata
Share of the costs and expenses incurred by Landlord in fulfilling its
obligations under this Section 3, except that: (a) the cost of replacements
shall be amortized over the life of such replacements; (b) as regards any
re-paving of the parking lot, Tenant's annual payment to the Landlord in
connection therewith shall not exceed $2,500; and (c) except as set forth in the
following sentence, Tenant shall not be obligated to make any payment hereunder
with regard to repairs or replacements of the roof. Notwithstanding anything to
the contrary contained in the foregoing sentence, if the necessity for any such
maintenance, repairs or replacements (including, without limitation, to the
parking lot and/or roof) results from any act or omission or negligence of
Tenant, its agents, employees, contractors, customers or invitees, Tenant shall
pay to Landlord all of the costs and expenses incurred by Landlord in performing
such work. All such payments shall be Additional Rent hereunder and shall be
paid to Landlord within ten (10) days after Landlord bills therefor, or, at
Landlord's election, in monthly installments in amounts established by Landlord.
4. Tenant's Maintenance.
(a) Tenant shall keep and maintain in good order and repair, and shall
perform necessary maintenance, repairs and replacements on, the entire interior
of the Demised Premises and the portions of the Building not being maintained by
Landlord pursuant to Section 3 hereof, including, without limitation,
roof-mounted mechanical equipment used in connection with the Demised Premises,
pipes and conduits below the floor and below the ground surface of the
1
Demised Premises (provided that as to repairs and replacements of pipes and
conduits below the floor and below the ground surface of the Demised Premises,
Tenant's obligations shall be limited to those instances caused by or resulting
from Tenant's occupancy of the Demised Premises), and windows on the interior
and exterior of the Demised Premises clean and sanitary and in good condition
and repair, and further, without limitation, maintaining and repairing of truck
dock doors and all other exterior doors in conformity with other such doors of
the Building. Tenant shall, to the extent possible, keep the Demised Premises
from falling temporarily out of repair or deteriorating and shall keep the same
safe, secure, clean and sanitary and in full compliance with all health, safety
and police regulations in force. Tenant shall promptly remove any debris left by
Tenant, its employees, agents, contractors or invitees in the parking area or
other exterior areas of the Building. Tenant agrees to cooperate with any other
tenants in the Building in connection with exterior maintenance and repairs not
performed by Landlord hereunder to the end that any exterior repairs and
maintenance will be performed in a uniform manner acceptable to Landlord. In
connection therewith, Tenant and other such tenants may agree among themselves
as to the allocation of costs and responsibilities.
(b) Without limiting Tenant's obligations under Section 3(a) hereof, Tenant
shall, at all times during the term of this Lease, have and keep in force an
inspection and maintenance contract, in form and with a contractor satisfactory
to the Landlord, providing for inspection at least once each calendar quarter of
the heating equipment and providing for necessary repairs thereto. Said
contracts shall provide that it will not be cancelable by either party thereto
except upon thirty (30) days' prior written notice to Landlord.
00 XXXXXXXXXX XXXXXXXXX, LLC
By: XXXX X. XXXXXXX
...................................
Xxxx X. Xxxxxxx, Member
NATIONAL MEDICAL HEALTH CARD SYSTEMS
INC.
By: XXXXX XXXXXXX
...................................
Xxxxx Xxxxxxx, Secretary
2
SCHEDULE ATTACHED HERETO AND MADE PART HEREOF
LEASE OF DEMISED PREMISES IN BUILDING LOCATED
AT 00 XXXXXXXXXX XXXXXXXXX, XXXX XXXXXXXXXX, XX,
COMMENCING SEPTEMBER 1, 1998, BETWEEN
00 XXXXXXXXXX XXXXXXXXX, LLC AS LANDLORD AND
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AS TENANT.
SCHEDULE OF RENT
September 1, 1998 through $18,000.00 per annum
August 31, 1999 $ 1,500.00 per month
September 1, 1999 through $18,900.00 per annum
August 31, 2000 $ 1,575.00 per month
September 1, 2000 through $19,854.00 per annum
August 31, 2001 $ 1,653.75 per month
September 1, 2001 through $20,837.25 per annum
August 31, 2002 $ 1,736.44 per month
September 1, 2002 through $21,879.11 per annum
August 31, 2003 $ 1,823.26 per month
September 1, 2003 through $22,973.07 per annum
August 31, 2004 $ 1,914.42 per month
September 1, 2004 through $24,121.72 per annum
August 31, 2005 $ 2,010.14 per month
