WTC-OL 92567.1 Lease No. WT-3216-B-24 (2483)
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THE PORT AUTHORITY
OF NEW YORK AND NEW JERSEY
WORLD TRADE CENTER
--------------------------
AGREEMENT OF LEASE
between
THE PORT AUTHORITY
OF NEW YORK AND NEW JERSEY
and
GLOBUS FOOD SYSTEMS
INTERNATIONAL CORP.
TABLE OF CONTENTS
Section 1. Letting ..........................................................1
Section 2. Term .............................................................1
Section 3. Rights of User by the Lessee .....................................1
Section 4. Basic Rental .....................................................1
Section 5. Governmental Requirements.........................................2
Section 6. Rules and Regulations.............................................2
Section 7. Responsibilities of the Lessee....................................2
Section 8. Maintenance and Repair............................................3
Section 9. Casualty .........................................................4
Section 10. Indemnity.........................................................5
Section 11. Ingress and Egress................................................5
Section 12. Construction by the Lessee........................................5
Section 13. Signs.............................................................6
Section 14. Injury and Damage to Person or Property...........................6
Section 15. Additional Rent and Charges.......................................6
Section 16. Rights of Entry Reserved..........................................6
Section 17. Condemnation......................................................7
Section 18. Abatement of Rental...............................................8
Section 19. Assignment and Sublease...........................................8
Section 20. Termination.......................................................8
Section 21. Right of Re-entry................................................10
Section 22. Survival of the Obligations of the Lessee........................10
Section 23. Reletting by the Port Authority..................................10
Section 24. Waiver of Redemption.............................................11
Section 25. Remedies and Suits Against the Lessee............................11
Section 26. Surrender........................................................11
Section 27. Acceptance of Surrender of Lease.................................11
Section 28. Brokerage........................................................12
Section 29. Notices..........................................................12
Section 30. Payments ........................................................12
Section 31. Subordination....................................................12
Section 32. Quiet Enjoyment..................................................12
Section 33. Non-Liability of Individuals.....................................12
Section 34. Headings ........................................................13
Section 35. Construction and Application of Terms............................13
Section 36. Definitions......................................................13
Section 37. Letting Postponed................................................14
Section 38. Changes in the Facility..........................................14
Section 39. Force Majeure....................................................15
Section 40. Premises ........................................................15
Section 41. Governmental Compliance..........................................15
Section 42. Services and Utilities...........................................16
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Section 43. Finishes to be Provided by the Port Authority....................17
Section 44. Basic Rental ....................................................18
Section 45. Liability Insurance..............................................20
Section 46. Electricity......................................................21
Section 47. Late Charges ....................................................23
Section 48. Additional Provisions............................................24
Section 49. Security Deposit.................................................27
Section 50. Changes, Additions and Deletions to this Agreement...............29
Section 51. Entire Agreement.................................................30
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LEASE AGREEMENT
WTC-OL 92567.4
THIS AGREEMENT, made as of the 12th day of February, 1996, by and between
THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the "Port
Authority"), a body corporate and politic, created by Compact between the States
of New Jersey and New York, with the consent of the Congress of the United
States of America, and having an office at One World Trade Center, in the
borough of Manhattan, City, County, and State of New York, and GLOBUS FOOD
SYSTEMS INTERNATIONAL CORP.
(hereinafter called the "Lessee"), a corporation organized and existing under
and by virtue of the laws of the State of Nevada having an office and place of
business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
whose representative is Xxxxx Xxxxxx
WITNESSETH That:
The Port Authority and the Lessee, for and in consideration of the rents,
convenants and agreements hereinafter contained, mutually covenant and agree as
follows:
Section 1. Letting
The Port Authority hereby lets to the Lessee and the Lessee hereby hires
and takes from the Port Authority, at the World Trade Center (sometimes
hereinafter referred to as the "Facility"), in the Borough of Manhattan, City,
County and State of New York, the space(s) as shown in diagonal hatching
on the sketch(es) annexed hereto, made a part hereof and marked "Exhibit A,"
together with the fixtures, improvements and other property of the Port
Authority located or to be located therein or thereon, the said space(s),
fixtures, improvements and other property of the Port Authority being
hereinafter collectively referred to as the "premises". The Port Authority and
the Lessee hereby acknowledge that the aforesaid premises constitute non-
residential real property.
Section 2. Term
The term of the letting under this Agreement shall commence at 12:01
o'clock A.M. on February 15, 1996 and shall, unless sooner terminated, or unless
extended, expire at 11:59 o'clock P.M. on February 14, 2001.
Section 3. Rights of User by the Lessee
The Lessee shall use the premises for the following purposes only and for
no other purpose whatsoever: as administrative, clerical and executive offices
for the Lessee's import/export business.
Section 4. Basic Rental
(a) The Lessee agrees to pay to the Port Authority a basic rental for the
premises
as stated in Section 44.
WTC-OL 92567-1
(c) The basic rental shall be subject to adjustment during the letting in
accordance with provisions of Schedule A attached to this Agreement and hereby
made a part hereof.
SECTION 5. Governmental Requirements
(a) The Lessee shall procure all licenses, certificates, permits or other
authorization from all governmental authorities having jurisdiction over the
operations of the Lessee at the premises or at the Facility which may be
necessary for the conduct of its operations.
(b) The Lessee shall pay all taxes, import duties, license, certification,
permit and examination fees, excises and other charges which may be assessed,
levied, exacted or imposed on its property, operations or occupancy hereunder or
any property whatsoever which may be received at the premises or on the gross
receipts or income herefrom and shall make all applications. reports and returns
required in connection therewith. If any bond or other undertaking shall be
required by any governmental authority in connection with any of the operations
of the Lessee or any property received or exhibited by the Lessee at the
premises, the Lessee shall furnish the same and pay all other expenses in
connection therewith.
(c) The Lessee shall promptly observe, comply with and execute the
provisions of any and all present and future governmental laws, rules and
regulations, requirements, orders and directions which may pertain or apply to
the oprations of the Lessee on the premises or at the Facility or its occupancy
of the premises, and the Lessee shall, in accordance with and subject to the
provisions of the Section of this Agreement entitled "Construction by the
Lessee", make any and all improvements, alterations or repairs of the premises
that may be required at any time hereafter by any such present or future law,
rule regulation, requirement, order or direction.
(d) The provisions of this Section are not to be construed as a submission
by the Port Authority to the application to itself of such requirements, or any
of them.
SECTION 6. Rules and Regulations
(a) The Lessee covenants and agrees to observe and obey (and to compel its
officers, members, employees, agents, representatives, contractors, customers,
guests, invitees and those doing business with it to observe and obey) the Rules
and Regulations of the Port Authority (a copy of which is attached hereto,
hereby made a part hereof and marked "Exhibit R") for the government of the
conduct and operations of the Lessee, and such further reasonable rules and
regulations (including amendments and supplements thereto) as may from time to
time and throughout the letting be promulgated by the Port Authority for reasons
of safety, health or preservation of property, or for the maintenance of the
good and orderly appearance of the premises and the Facility or for the safe or
efficient operation of the Facility. The Port Authority agrees that, except in
cases of emergency, it will give notice to the Lessee of every such further rule
or regulation adopted by it at least five (5) days before the Lessee shall be
required to comply therewith.
(b) No statement or provision in the said Rules and Regulations shall be
deemed a representation or promise by the Port Authority that any services or
privileges described therein shall be or remain available or that such charges,
prices, rates or fees, if any, as are stated therein shall be or remain in
effect all of the same being subject to change by the Port Authority from time
to time whenever it deems a change advisable.
SECTION 7. Responsibilities of the Lessee
(a) The Lessee shall conduct its operations in an orderly and proper manner
and so as not as annoy, disturb or be offensive to others at the Facility, and
the Lessee shall control the conduct, demeanor and appearance of is officers,
members, employees, agents, representatives, contractors, customers, guests,
invitees and those doing business with it. Upon objection from the Port
Authority concerning the conduct, demeanor or appearance of any such the Lessee
shall immediately take all steps necessary to remove the cause of the objection.
(b) The Lessee shall not commit any nuisance on the premises, or do or
permit to be done anything which may result in the creation or commission of a
nuisance on the premises, and the Lessee shall not cause or permit to be
caused or produced upon the premises to permeate the same or to emanate
therefrom, any unusual, noxious or objectionable smokes, gases, vapors,
odors or objectionable noises.
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(c) The Lessee shall not keep, maintain, place or install in the premises
any fixtures or equipment the use of which is not consistent with and required
for the purposes of the letting as set forth in the Section of this Agreement
entitled "Rights of User by the Lessee" and the Lessee shall not use or connect
any equipment or engage in any activity or operation in the premises which will
cause or tend to cause an overloading of the capacity of any existing or future
utility, mechanical, electrical, communication or other systems, or portion
thereof, serving the premises, nor shall the Lessee do or permit to be done
anything which may interfere with the effectiveness or accessibility of existing
and future utility, mechanical, electrical, communication or other systems or
portions thereof on the premises or elsewhere at the Facility.
(d) The Lessee shall not overload any floor, roadway, passageway, pavement
or other surface or any wall, partition, column or other supporting member, or
any elevator or other conveyance, in the premises or at the Facility and without
limiting any other provision of this Agreement, the Lessee shall repair, replace
or rebuild any such damaged by overloading.
(e) The Lessee shall not install, maintain or operate or permit the
installation, maintenance or operation on the premises of any vending machine or
service designed to dispense or sell food, beverages, tobacco products or
merchandise of any kind, whether or not included in the above categories, or any
restaurant, cafeteria, kitchen, stand or other establishment for the
preparation, dispensing or sale of food, beverages, tobacco or tobacco products,
or merchandise of any kind or any equipment or device for the furnishing to the
public of a service of any kind, including without limitation thereto any
telephone pay-stations.
(f) The Lessee shall not use or make any reference, by advertising or
otherwise, to the names "World Trade Center" (except to designate the Lessee's
business address and then only in a conventional manner and without emphasis or
display), "Port of New York Authority", "Port Authority" or any simulation or
abbreviation of any such names, or any emblem, picture or reproduction of the
World Trade Center, for any purpose whatsoever. Furthermore, the Lessee shall
not make use of or originate any material intended for publication or visual or
oral presentation which may tend to impair the reputation of the World Trade
Center or its desirability. Upon notice from the Port Authority the Lessee shall
immediately discontinue any such use or reference.
(g) The Lessee shall not do or permit to be done any act or thing upon the
premises or at the Facility which will invalidate or conflict with any insurance
policies covering the premises or any part thereof, or the Facility, or any part
thereof, of which, in the opinion of the Port Authority, may constitute an
extra-hazardous condition, so as to increase the risks normally attendant upon
the operations contemplated by the Section of this Agreement entitled "Rights of
User by the Lessee", and the Lessee shall promptly observe, comply with and
execute the provisions of any and all present and future rules and regulations,
requirements, orders and directions of the National Fire Protection Association
and the New York Fire Insurance Rating Organization, and of any other board or
organization exercising or which may exercise similar functions, which may
pertain or apply to the operations of the Lessee on the premises, and the Lessee
shall, subject to and in accordance with the provisions of the Section of this
Agreement entitled "Construction by the Lessee", make any and all improvements,
alterations or repairs of the premises that may be required at any time
hereafter by any such present or future rule, regulation, requirement, order or
direction, and if by reason of any failure on the part of the Lessee to comply
with the provisions of this Agreement any insurance rate on the premises or any
part thereof, or on the Facility or any part thereof, shall at any time be
higher than it otherwise would be, then the Lessee shall pay to the Port
Authority, as an item of additional rental, that part of all insurance premiums
paid by the Port Authority which shall have been charged because of such
violation or failure by the Lessee, but no such payment shall relieve the Lessee
of its other obligations under this paragraph.
(h) The Lessee recognizes that the Port Authority has undertaken the
planning, construction and operation of the Facility as a facility of commerce
pursuant to concurrent legislation of the State of New York, Chapter 209, Laws
of New York, 1962 and the State of New Jersey, Xxxxxxx 0, Xxxx xx Xxx Xxxxxx,
0000. The purpose, character and scope of the Lessee's occupancy, operation and
usage of the premises as described in Section 3 of this Agreement are of primary
importance and inducement to the Port Authority in entering into this Agreement
of lease with the Lessee. The Lessee has represented to the Port Authority that
all its occupancy, operation and usage, throughout the term of the letting
hereunder, will be in strict accordance with and subject to the provisions and
requirements of Section 3 of this Agreement and the Port Authority has relied
on such representations in entering into this Agreement. Without affecting the
Lessee's liability for any breach of this representation and its obligations
hereunder, in the event that the Lessee has not complied with all the
requirements of this Section and of Section 3 of this Agreement, the Port
Authority may by five (5) days notice terminate this Agreement and the letting
hereunder and the same shall be and operate as a conditional limitation and have
the same effect as if it were specifically included as a ground for termination
under subdivision (a) of Section 20 of this Agreement.
Section 8. Maintenance and Repair
(a) Except to the extent of such items of cleaning service as may be
supplied by the Port Authority as stated in Section 42, the Lessee shall at all
times keep the premises in a clean and orderly condition and appearance,
together with all fixtures, equipment and personal property of the Lessee
located in or on the premises, including without limitation thereto the interior
surface of windows and both sides of all entrance doors.
(b) The Lessee shall repair, replace, rebuild and paint all or any part of
the premises or of the Facility which may be damaged or destroyed by the acts or
omissions of the Lessee, its officers, members, employees, agents,
representatives, contractors, customers, guests, invitees or other persons who
are doing business with the Lessee or who are on or at the premises or the
Facility with the consent of the Lessee.
(c) The Lessee shall take good care of the premises, including therein,
without limitation thereto, walls, partitions, floors, ceilings, doors and
columns, and all parts thereof, and all equipment and fixtures, and
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shall do all preventive maintenance and make all necessary non-structural
repairs, replacements, rebuilding and painting necessary to keep the premises in
the condition existing at the commencement date of the letting and to keep any
improvements, additions and fixtures made or installed during the term of the
letting in the condition they were in when made or installed except for
reasonable wear which does not adversely affect the watertight condition or
structural integrity of the building or adversely affect the efficient or proper
utilization or the appearance of any part of the premises.
(d) In the event the Lessee fails to commence so to make or do any repair,
replacements, rebuilding or painting required by this Agreement within a period
of ten (10) days after notice from the Port Authority so to do, or fails
diligently to continue to completion the repair, replacement, rebuilding or
painting of all of the premises required to be repaired, replaced, rebuilt or
painted by the Lessee under the terms of tis Agreement, the Port Authority may,
at its option, and in addition to any other remedies which may be available to
it, repair, replace, rebuild or paint all or any part of the premises included
in the said notice, the Port Authority"s cost thereof to be paid by the Lessee
on demand. This option or the exercise thereof shall not be deemed to create or
imply any obligation or duty to the Lessee or others.
(e) The obligation of the Lessee as set forth in paragraphs (b) and (c) of
this Section, in the event of damage or destruction covered by any contract of
insurance under which the Port Authority is the insured, is hereby released to
the extent that the loss is recouped by actual payment to the Port Authority of
the proceeds of such insurance; provided, however, that if at any time because
of this release the insurance carrier of any policy covering the premises or any
part thereof shall increase the premiums otherwise payable for fire, extended
coverage or rental coverage applicable to the premises, the Lessee shall pay to
the Port Authority an amount equivalent to such increase or increases on demand;
and provided, further, that if at any time this release shall invalidate any
such policy of insurance or reduce, limit or void the rights of the Port
Authority thereunder, or if because of this release, any such insurance carrier
shall cancel any such policy or shall refuse to issue or renew the same or shall
refuse to issue a policy with an endorsement thereon under which this release is
permitted without prejudice to the interest of the insured or shall cancel such
endorsement or refuse to renew the same or shall take any other action to alter,
decrease or diminish the benefits of the Port Authority under the policy, then
the release shall be void and of no effect. Nothing herein shall be construed to
imply an obligation on the Port Authority to carry any such insurance policy or
to obtain or keep in force such endorsement.
SECTION 9. Casualty
(a) In the event that, as a result of a casualty insured against by the
Port Authority under the New York standard form of fire insurance policy carried
by it on the premises, the premises are damaged without the fault of the Lessee,
its officers, members, employees, customers, guests, invitees or other persons
who are doing business with the Lessee or who are on the premises with the
Lessee's consent, so as to render the premises untenantable in whole or part,
then
(1) if the Port Authority finds that the necessary repairs or
rebuilding can be completed within ninety (90) days after the occurrence of
the damage, the Port Authority shall repair or rebuild with due diligence,
and the rental hereunder shall be abated, as hereinafter provided in the
Section of this Agreement entitled "Abatement of Rental", only for the
period from the occurrence of the damage to the completion of the repairs
or rebuilding, whether or not the work of repair or rebuilding is actually
completed within the said ninety (90) days; or
(2) if the Port Authority finds that such repairs or rebuilding cannot
be completed within ninety (90) days after the occurrence of the damage, or
if the Port Authority concludes that other than the premises also require
rebuilding, then the Port Authority shall have options: (i) to proceed with
due diligence to repair or to rebuild the premises as necessary; or (ii) to
terminate the letting as to the damaged portion of the premises only, and
the rental hereunder shall be abated as provided in the Section of this
Agreement entitled "Abatement of Rental", from and after the occurrence of
the damage, or (iii) to terminate the letting as to the entire premises;
and in the case of (i) and (iii), the rental hereunder shall be abated, as
provided in the Section of this Agreement entitled "Abatement of Rental",
either, as the case may require, for the period form the occurrence of the
damage to the completion of repairs and rebuilding of the premises or for
the period from the occurrence of the damage to the effective date of
termination.
(b) The parties do hereby stipulate that neither the provisions of Section
227 of the Real Property Law of the State of New York nor those of any other
similar statute shall extend or apply to this Agreement.
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(c) The Lessee shall give the Port Authority immediate notice in case of
any fire, accident or casualty in the premises or elsewhere in the Facility if
the occurrence elsewhere in the Facility is known to and involves the Lessee,
its officers, members, employees, agents, representatives, contractors, or is
known to any of them and involves customers, guests or invitees of the Lessee.
(d) In the event of a partial or total destruction of the premises, the
Lessee shall immediately remove any and all of its property and all debris from
the premises or the portion thereof destroyed and if the Lessee does not
promptly so remove, the Port Authority may remove the Lessee's property to a
public warehouse for deposit or retain the same in its own possession and sell
the same at public auction, the proceeds of which shall be applied first to the
expenses of removal, storage and sale, second to any sums owed by the Lessee to
the Port Authority, with any balance remaining to be paid to the Lessee; if the
expenses of such removal, storage and sale shall exceed the proceeds of sale,
the Lessee shall pay such excess to the Port Authority upon demand.
SECTION 10. Indemnity
(a) The Lessee shall indemnify and hold harmless the Port Authority, its
Commissioners, officers, agents and employees from (and shall reimburse the Port
Authority for the Port Authority's costs or expenses including legal expenses
incurred in connection with the defense of) all claims and demands of third
persons including but not limited to those for death, for personal injuries, or
for property damages, arising out of any default of the Lessee in performing or
observing any term or provision of this Agreement, or out of the use or
occupancy of the premises by the Lessee or by others with its consent, or out of
any of the acts or omissions of the Lessee, its officers, members, employees,
agents, representatives, contractors, customers, guests, invitees and other
persons who are doing business with the Lessee or who are at the premises with
the Lessee's consent where such acts or omissions are on the premises, or
arising out of any acts or omissions of the Lessee, its officers, members,
employees, agents and representatives where such acts or omissions are
elsewhere.
(b) If so directed, the Lessee shall at its own expenses defend any suit
based upon any such claim or demand (even if such suit, claim or demand is
groundless, false or fraudulent), and in handling such it shall not, without
obtaining express advance permission from the General Counsel of the Port
Authority, raise any defense involving in any way the jurisdiction of the
tribunal over the person of the Port Authority, the immunity of the Port
Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provision of any statutes respecting suits
against the Port Authority.
SECTION 11. Ingress and Egress
The Lessee solely for itself, its officers, employees and such business
invitees as are at the premises in connection with the transaction of the
regular business of the Lessee, shall have the right of ingress and egress
between the premises and the City streets outside the Facility. Such right shall
be exercised by means of such corridors, lobbies, public areas and pedestrian or
vehicular ways, and by means of such elevators, escalators or other facilities
for movement of persons or property, to be used subject to all the provisions of
this Agreement and in common with others having rights of passage and movement
within the Facility, as may from time to time be designated by the Port
Authority for the use of the public. The use of any such facility, way or other
area shall be subject to the rules and regulations of the Port Authority which
are now in effect or which may hereafter be promulgated for the safe and
efficient operation of the Facility. The Port Authority may, at any time,
temporarily or permanently close, move, change or limit the use of, or consent
to or request the closing, moving, changing or limitation of the use of, any
such facility, way or any other area at or near the Facility presently or
hereafter used as such, so long as a means of ingress and egress as provided
above remains available to the Lessee. The Lessee hereby releases and discharges
the Port Authority, and all municipalities and other governmental authorities,
and their respective successors and assigns, of and from any and all claims,
demands, or causes of action which the Lessee may now or at any time hereafter
have against any of the foregoing, arising or alleged to arise out of the
closing, changing or limitation of the use of any facility, way or other area,
whether within or outside the Facility. The Lessee shall not do or permit
anything to be done which will interfere with the free access and passage of
others to space adjacent to the premises or in any areas, streets, ways,
facilities and walks near the premises.
SECTION 12. Construction by the Lessee
The Lessee shall not erect any structures, make any modifications,
alterations, additions, improvements, repairs or replacements or do any
construction work on or to the premises, or install any fixtures in or on the
premises (other than trade fixtures, removable without injury to the premises)
without the prior consent of the Port Authority, and in the event any
construction, improvement, alteration, modification, addition, repair or
replacement is made or done with or without such consent and unless the consent
of the Port Authority shall expressly provide otherwise, the same shall
immediately become
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the property of the Port Authority and the Lessee shall have no right to change
or remove the same either during the term or at the expiration thereof.
Notwithstanding the foregoing, immediately upon notice from the Port Authority
given at any time during the letting, the Lessee shall remove or change any of
the same made or done by it without the Port Authority's consent, and in the
case of any of the same made or done with the Port Authority's consent, the
Lessee if so required by notice from the Port Authority, shall remove or change
the same immediately upon the expiration or termination of the letting, or
immediately upon receipt of such notice as may be given within sixty (60) days
after such expiration or termination. With respect to any modifications,
additions, alterations, improvements, installations or construction made or done
by the Port Authority at the request of the Lessee either prior to or during the
term of the letting, the Lessee shall have the same obligations as provided
above with respect to that made or done by the Lessee with the Port Authority's
consent.
SECTION 13. Signs
Except with the prior consent of the Port Authority, the Lessee shall not
erect, maintain or display any signs, advertising, posters or similar devices at
or on the exterior parts of the premises or in the premises so as to be visible
through the windows, glass walls or exterior doors thereof. Upon the expiration
or termination of the letting, the Lessee shall remove, obliterate or paint out,
as the Port Authority may direct, any and all signs and advertising, posters or
similar devices and in connection therewith shall restore the area affected to
the same condition as at the commencement of the letting.
SECTION 14. Injury and Damage to Person or Property
The Port Authority shall not be liable to the Lessee or others for any
personal injury, death or property damage from falling material, water, rain,
hail, snow, gas, steam, dampness, explosion, smoke, radiation, and/or
electricity, whether the same may leak into or fall, issue, or flow from any
part of the premises or of the Facility, including without limitation thereto
any utility, mechanical, electrical, communication or other systems therein, or
from any other place or quarter unless said damage, injury or death shall be due
to the negligent acts of the Port Authority, its employees or agents.
SECTION 15. Additional Rent and Charges
(a) If the Lessee shall fail or refuse to perform any of its obligations
under this Agreement, the Port Authority, in addition to all other remedies
available to it, shall have the right to perform any of the same and the Lessee
shall pay the Port Authority's cost thereof on demand. If the Port Authority has
paid any sum or sums or has incurred any obligations, expense or cost which the
Lessee has agreed to pay or reimburse the Port Authority for, or if the Port
Authority is required or elects to pay any sum or sums or incurs any
obligations, expense or cost by reason of the failure, neglect or refusal of the
Lessee to perform or fulfill any one or more of the conditions, covenants or
agreements contained in this Agreement, or as a result of an act or omission of
the Lessee contrary to the said conditions, covenants and agreements, including
any legal expense or cost in connection with any actions or proceeding brought
by the Port Authority against the Lessee or by third parties against the Port
Authority, the Lessee agrees to pay the sum or sums so paid or the expense and
the Port Authority's cost so incurred, including all interest costs, damages and
penalties, and the same may be added to any installment of rent thereafter due
hereunder and each and every part of the same shall be and become additional
rent, recoverable by the Port Authority in the same manner and with like
remedies as if it were originally a part of the basic rental as set forth in the
Section of this Agreement entitled "Basic Rental".
(b) "Cost" or "costs" of the Port Authority in this Agreement shall mean
and include (1) payroll costs including but not limited to contributions to the
retirement system, or the cost or participation in other pension plans or
systems, insurance costs, sick leave pay, holiday, vacation, authorized absence
pay or other fringe benefits; (2) cost of materials, supplies and equipment used
(including rental thereof); (3) payments to contractors; (4) any other direct
costs; and (5) 30% of the foregoing.
SECTION 16. Rights of Entry Reserved
(a) The Port Authority, by its officers, employees, agents, representatives
and contractors shall have the right at all reasonable times to enter upon the
premises for the purpose of inspecting the same for observing the performance by
the Lessee of its obligations under this Agreement, and for the doing of any act
or thing which the Port Authority may be obligated or have the right to do under
this Agreement or otherwise.
(b) Without limiting the generality of the foregoing, the Port Authority,
by its officers, employees, representatives and contractors, shall have the
right, for the benefit of the Lessee or for the benefit of other at the
Facility, to maintain initially existing and future utility, mechanical,
electrical, communication and other systems or portions thereof on the premises,
and to enter upon the premises at all reasonable times to make such repairs,
alterations and replacements as may, in the opinion of the Port Author-
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ity, be deemed necessary or advisable and, from time to time, to construct or
install over, in, under or through the premises new lines, pipes, mains, wires,
conduits, equipment and other such; and to use the premises for access to other
portions of the Facility not otherwise conveniently accessible; provided,
however, that such repair, alteration, replacement, construction or access shall
not unreasonably interfere with the use of the premises by the Lessee.
(c) In the event that any property of the Lessee shall obstruct the access
of the Port Authority, its employees, agents or contractors to any of the
existing or future utility, mechanical, electrical, communication and other
systems and thus shall interfere with the inspection, maintenance, repair or
modification of any such system, the Lessee shall move such property as
requested by the Port Authority, in order that the access may be had to the
system or part thereof for its inspection, maintenance, repair or modification.
(d) Nothing in this Section shall or shall be construed to impose upon the
Port Authority any obligations so to construct or maintain or to make repairs,
replacements, alterations or additions, or shall create any liability for any
failure so to do. The Lessee is and shall be in exclusive control and possession
of the premises and the Port Authority shall not in any event be liable for any
injury or damage to any property or to any person happening on or about the
premises nor for any injury or damage to the premises nor to any property of the
Lessee or of any other person located therein or thereon (other than those
occasioned by the negligent acts of the Port Authority).
(e) At any time and from time to time during normal business hours within
the six (6) months next preceding the expiration of the letting, the Port
Authority, by its agents and employees, whether or not accompanied by
prospective lessees, occupiers or users of the premises, shall have the right to
enter thereon for the purpose of exhibiting and viewing all parts of the same.
(f) If, during the last month of the letting, the Lessee shall have removed
all or substantially all of the Lessee's property from the premises, the Port
Authority may immediately enter and alter, renovate and redecorate the premises
and change locks on doors in the premises.
(g) The exercise of any or all of the foregoing rights by the Port
Authority or others shall not be or be construed to be an eviction of the Lessee
nor be made the grounds for any abatement of rental or any claim or demand for
damages, consequential or otherwise.
SECTION 17. Condemnation
(a) In any action or proceeding instituted by any governmental or other
authorized agency or agencies for the taking for a public use of any interest in
all or any part of the premises, or in case of any deed, lease or other
conveyance in lieu thereof (all of which are in this Section referred to as
"taking or conveyance") the Lessee shall not be entitled to assert any claim to
any compensation, award or part thereof made or to be made therein or therefor
or any claim to any consideration or rental or any part thereof paid therefor,
or to institute any action or proceeding or to assert any claim against such
agency or agencies or against the Port Authority for or on account of any such
taking or conveyance, except for the possible claim to any award for trade
fixtures owned and installed by the Lessee, it being understood and agreed
between the Port Authority and the Lessee that the Port Authority shall be
entitled to all the compensation or awards made or to be made or paid and all
such consideration or rentals, free of any claim or right of the Lessee. No
taking by or delivery to any governmental authority under this paragraph (a)
shall be or be construed to be an eviction of the Lessee or be the basis for any
claim by the Lessee for damages, consequential or otherwise.
(b) In the event of a taking or conveyance of the entire premises by any
governmental or other authorized agency or agencies, then the letting under this
Agreement shall, as of the date possession is taken from the Port Authority by
such agency or agencies, cease and determine in the same manner and with the
same effect as if the term of the letting had on that date expired.
(c) In the event of a taking or conveyance by any governmental or other
authorized agency or agencies of a part of the premises then the letting as to
such part only shall, as of the date possession thereof is taken from the Port
Authority by such agency or agencies, cease and determine, and the rental
thereafter to be paid by the Lessee to the Port Authority shall be abated as
provided in the Section of this Agreement entitled "Abatement of Rental" from
and after the date of such taking or conveyance.
(d) In the event that the taking or conveyance or the delivery by the
Lessee or taking by the Port Authority pursuant to Section 41 covers fifty per
cent (50%) or more of the total usable area of the premises, then the Lessee and
the Port Authority shall each have an option exercisable by notice given within
ten (10) days after such taking or conveyance, to terminate the letting
hereunder, as of the date of such taking, and such termination shall be
effective as if the date of such taking were the original date of expiration
hereof.
7
WTC-OL-92568
SECTION 18. Abatement or Rental
(a) In the event that the Lessee shall at any time become entitled to an
abatement of rent, the basis rental set forth in the section of the Agreement
entitled "Basic Rental" shall be abated for the period the abatement is in
effect by the same percentage that the area of the part of the premises the use
of which is denied to the Lessee is of the total area of the premises.
(b) For the purposes of this Section, the number of square feet contained
in the premises or parts thereof shall be computed as follows: By measuring from
the inside surface of outer building walls to the surface of the public area
side, or of the non-exclusive area side, as the case may require, of all
partitions separating the space measured from adjoining areas designated for the
use of the public or for use by the Lessee in common with others, and to the
center of partitions separating the space measured from adjoining space
exclusively used by others; no deduction will be made for columns, partitions,
pilasters or projections necessary to the building and contained within the
space measured. Permanent partitions enclosing elevator shafts, stairs,
fire-towers, vents, pipe-shafts, meter-closets, flues, stacks and any vertical
shafts have the same relation to the space measured as do outer building walls.
(c) In the event that during the term of the letting under this Agreement
the Lessee shall be partially evicted and shall remain in possession of the
premises or the balance thereof, the Lessee agrees that notwithstanding it might
have the right to suspend payment of the rent in the absence of this provision,
it agrees to pay and will pay at the times and in the manner herein provided,
the full rent reserved less only an abatement thereof computed in accordance
with the above.
SECTION 19. Assignment and Sublease
(a) The Lessee shall not assign, sell, convey, transfer, mortgage, or
pledge this Agreement or any part thereof, or any rights created thereby or the
letting, or any part thereof, without the prior written consent of the Port
Authority.
(b) The Lessee shall not sublet the premises, or any part thereof, without
the prior written consent of the Port Authority.
(c) If the Lessee assigns, sells conveys, transfers mortgages, pledges or
sublets in violation of paragraphs (a) or (b) of this Section or if the premises
are occupied by anybody other than the Lessee, the Port Authority may collect
rent from any assignee, sublessee or anyone who claims a right to this Agreement
or letting or who occupies the premises, and shall apply the net amount
collected to the basic rental herein reserved; and no such collection shall be
deemed a waiver by the Port Authority of the covenants contained in paragraphs
(a) and (b) of this Section or an acceptance by the Port Authority of any such
assignee, sublessee, claimant or occupant as Lessee, nor a release of the Lessee
by the Port Authority from the further performance by the Lessee of the
covenants contained herein. The granting of consent by the Port Authority to any
assignment or subletting shall not be deemed to operate as a waiver of the
requirement for obtaining the express prior written consent of the Port
Authority to any other or subsequent assignment or subletting.
(d) The Lessee shall not use, or permit any person to use, the premises or
any portion thereof, except for the purposes set forth in the Section of this
Agreement entitled "Rights of User by the Lessee."
SECTION 20. Termination
(a) If any one or more of the following events shall occur, that is to say:
(1) The Lessee shall become insolvent, or shall take the benefit of
any present or future insolvency statute, or shall make a general
assignment for the benefit of creditors, or file a voluntary petition in
bankruptcy or a petition or answer seeking an arrangement or its
reorganization or the readjustment of its indebtedness under the federal
bankruptcy laws or under any other law or statute of the United States or
of any State thereof, or consent to the appointment of a receiver, trustee,
or liquidator of all or substantially all its property; or
(2) By order or decree of a court the Lessee shall be adjudged
bankrupt or an order shall be made approving a petition filed by any of the
creditors or if the Lessee is a corporation, by any of the stockholders of
the Lessee, seeking its reorganization or the readjustment of its
indebtedness under the federal bankruptcy laws or under any law or statute
of the United States or of any State thereof: or
(3) A petition under any part of the federal bankruptcy laws or an
action under any present or future insolvency law or statute shall be filed
against the Lessee and shall not be dismissed within thirty (30) days after
the filing thereof; or
(4) The letting hereunder or the interest or estate of the Lessee
under this Agreement shall be transferred to, pass to or devolve upon, by
operation of law or otherwise, any other person, firm or corporation; or
(5) The Lessee, if a corporation shall, without the prior consent of
the Port Authority, become a possessor or merged corporation in a merger, a
constituent corporation in a consolidation, or a corporation in
dissolution; or
8
WTC-OL 92567
(6) The Lessee is a partnership, and the said partnership shall be
dissolved as the result of any act or omission of its partners or any of
them, or by operation of law or the order of decree of any court having
jurisdiction, or for any other reason whatsoever; or
(7) By or pursuant to, or under authority of any legislative act,
resolution or rule, or any order or decree of any court or governmental
board, agency or officer, a receiver, trustee, or liquidator shall take
possession or control of all or substantially all the property of the
Lessee, or any execution or attachment shall be issued against the Lessee
or any of its property, whereupon possession of the premises shall be taken
by someone other than the Lessee, and any such possession or control shall
continue in effect for a period of fifteen (15) days; or
(8) Any lien is filed against the premises because of any act or
omission of the Lessee and is not removed within ten (10) days; or
(9) The Lessee shall voluntarily abandon, desert, vacate or
discontinue its operations in the premises, or, after exhausting or
abandoning any right of further appeal, the Lessee shall be prevented for a
period of thirty (30) days by action of any governmental agency from
conducting its operations on the premises, regardless of the fault of the
Lessee; or the Lessee shall fail to take occupancy and commence operations
within fifteen (15) days after the commencement date; or
(10) The Lessee shall fail duly and punctually to pay the rentals or
to make any other payment required hereunder when due to the Port
Authority; or
(11) The Lessee shall fail to keep, perform and observe each and every
other promise, covenant and agreement set forth in this Agreement on its
part to be kept, performed, or observed, within ten (10) days after receipt
of notice of default thereunder from the Port Authority (except where
fulfillment of its obligation requires activity over a period of time, and
the Lessee shall have commenced to perform whatever may be required for
fulfillment within ten (10) days after receipt of notice and continues such
performance without interruption except for causes beyond its control); or
(12) If this Agreement shall require a guarantor of one or more of the
Lessee's obligations under this Agreement and any of the events described
in subparagraphs (1), (2), (3) or (7) above shall occur to or with respect
to the guarantor (whether or not they shall also occur to or with respect
to the Lessee);
then upon the occurrence of any such event or at any time thereafter during the
continuance thereof, the Port Authority may by five (5) days' notice terminate
the letting, such termination to be effective upon the date specified in such
notice. Such right of termination and the exercise thereof shall be and operate
as a conditional limitation.
(b) If any of the events enumerated in paragraph (a) of this Section shall
occur prior to the commencement of the letting, the Lessee shall not be entitled
to enter into possession of the premises and the Port Authority upon the
occurrence of any such event or at any time thereafter during the continuance
thereof by twenty-four (24) hours' notice may cancel the interest of the Lessee
under this Agreement, such cancellation to be effective upon the date specified
in such notice.
(c) No acceptance by the Port Authority of rentals, fees, charges or other
payments in whole or in part for any period or periods after a default in any of
the terms, covenants and conditions to be performed, kept or observed by the
Lessee shall be deemed a waiver of any right on the part of the Port Authority
to terminate the letting.
(d) No waiver by the Port Authority of any default on the part of the
Lessee in performance of any of the terms, covenants or conditions hereof to be
performed, kept or observed by the Lessee shall be or be construed to be a
waiver by the Port Authority of any other or subsequent default in performance
of any of the said terms, covenants and conditions.
(e) The rights of termination described above shall be in addition to any
other rights of termination provided in this Agreement and in addition to any
rights and remedies that the Port Authority would have at law or in equity
consequent upon any breach of this Agreement by the Lessee, and the exercise by
the Port Authority of any right of termination shall be without prejudice to any
other such rights and remedies.
(f) The Lessee shall not interpose any counterclaims in any summary
proceeding or action for non-payment of rental which may be brought by the Port
Authority.
9
WTC-OL 92567.1
SECTION 21. Right of Re-entry
The Port Authority shall, as an additional remedy upon the giving of a
notice of termination as provided in the Section of this Agreement entitled
"Termination", have the right to re-enter the premises and every part thereof
upon the effective date of termination without further notice of any kind, and
may regain and resume possession either with or without the institution of
summary or any other legal proceedings or otherwise. Such re-entry, or regaining
or resumption of possession, however, shall not in any manner affect, alter or
diminish any of the obligations of the Lessee under this Agreement, and shall in
no event constitute an acceptance of surrender.
SECTION 22. Survival of the Obligations of the Lessee
(a) In the event that the letting shall have been terminated in accordance
with a notice of termination as provided in the Section of this Agreement
entitled "Termination", or the interest of the Lessee cancelled pursuant
thereto, or in the event that the Port Authority has re-entered, regained or
resumed possession of the premises in accordance with the provisions of the
Section of this Agreement entitled "Right of Re-entry", all the obligations of
the Lessee under this Agreement shall survive such termination or cancellation,
re-entry, regaining or resumption of possession and shall remain in full force
and effect for the full term of this Agreement, and the amount or amounts of
damages or deficiency shall become due and payable, as more specifically stated
in paragraph (b) below, to the Port Authority to the same extent, at the same
time or times and in the same manner as if no termination, cancellation,
re-entry, regaining or resumption of possession had taken place.
(b) Immediately upon any termination or cancellation pursuant to the
Section of this Agreement entitled "Termination", or upon any re-entry,
regaining or resumption of possession in accordance with the Section of this
Agreement entitled "Right of Re-entry", there shall become due and payable by
the Lessee to the Port Authority, in addition to rental accrued prior to the
effective date of termination, without notice or demand and as damages, the sum
of the following:
(1) subject to the provisions of paragraph (c) below, an amount equal
to the then present value of all basic rental provided for in this
Agreement for the entire term, following the effective date of termination,
as originally fixed in the Section of this Agreement entitled "Term" less
the amount thereof which may have been actually paid by the Lessee;
(2) the amount of all other unfulfilled monetary obligations of the
Lessee under this Agreement, including without limitation thereto, all sums
constituting additional rental hereunder and the cost to and expenses of
the Port Authority for fulfilling all other obligations of the Lessee which
would have accrued or matured during the balance of the term or on the
expiration date originally fixed or within a stated time after expiration
or termination; and
(3) an amount equal to the cost to an the expenses of the Port
Authority in connection with the termination, cancellation, regarding
possession and restoring and reletting the premises, the Port Authority's
legal expenses and cost, and the Port Authority's cost and expenses for the
care and maintenance of the premises during any period of vacancy, and any
brokerage fees and commissions in connection with any reletting.
(c) The Port Authority may at any time bring an action to recover all the
damages as set forth above not previously recovered in separate actions, or it
may bring separate actions to recover the items of damages set forth in
subparagraphs (2) and (3) of paragraph (b) above and separate actions
periodically to recover from time to time only such portion of the damages set
forth in subparagraph (1) of paragraph (b) above as would have accrued as rental
up to the time of the action if there had been no termination or cancellation.
In any such action the Lessee shall be allowed a credit against its survived
damages obligations equal to the amounts which the Port Authority shall have
actually received from any tenant, licensee, permittee or other occupier of the
premises or a part thereof during the period for which damages are sought, and
if recovery is sought for a period subsequent to the date of suit a credit equal
to the market rental value of the premises during such period (discounted to
reflect the then present value thereof). If at the time of such action the Port
Authority has relet the premises, the rental for the premises obtained through
such reletting shall be deemed to be the market rental value of the premises or
be deemed to be the basis for computing such market rental value if less than
the entire premises were relet. In no event shall any credit allowed to the
Lessee against its damages for any period exceed the then present value of the
basic rental which would have been payable under this Agreement during such
period if a termination or cancellation had not taken place. In determining
present value of rental an interest rate of 4% per annum shall be used.
SECTION 23. Reletting by the Port Authority
The Port Authority, upon termination or cancellation pursuant to the
Section of this Agreement entitled "Termination", or upon any re-entry,
regaining or resumption of possession pursuant to the Section of this Agreement
entitled "Right of Re-entry", may occupy the premises or may relet the prem-
10
ises, and shall have the right to permit any person, firm or corporation to
enter upon the premises and use the same. The Port Authority may grant free
rental or other concessions and such reletting may be of part only of the
premises or of the premises or a part thereof together with other space, and for
a period of time the same as or different from the balance of the term hereunder
remaining, and on terms and conditions and for purposes the same as or different
from those set forth in this Agreement. The Port Authority shall also, upon
termination or cancellation pursuant to the Section of this Agreement entitled
"Termination", or upon its re-entry, regaining or resumption of possession
pursuant to the Section of this Agreement entitled "Right of Re-entry", have the
right to repair or to make structural or other changes in the premises,
including changes which alter the character of the premises and the suitability
thereof for the purposes of the Lessee under this Agreement, without affecting,
altering or diminishing the obligations of the Lessee hereunder. In the event
either of any reletting or of any actual use and occupancy by the Port Authority
(the mere right to use and occupy not being sufficient however) there shall be
credited to the account of the Lessee against its survived obligations hereunder
any net amount remaining after deducting from the amount actually received from
any lessee, licensee, permittee or other occupier as the rental or fee for the
use of the said premises or portion thereof during the balance of the letting as
the same is originally stated in this Agreement, or from the market value of the
occupancy of such portion of the premises as the Port Authority may during such
period actually use and occupy, all expenses, costs and disbursements incurred
or paid by the Port Authority in connection therewith. No such reletting or such
use and occupancy shall be or be construed to be an acceptance of a surrender.
SECTION 24. Waiver of Redemption
The Lessee hereby waives any and all rights of redemption, granted by or
under any present or future law, arising in the event it is evicted or
dispossessed for any cause, or in the event the Port Authority obtains or
retains possession of the premises in any lawful manner.
SECTION 25. Remedies and Suits Against the Lessee
All remedies provided in this Agreement shall be deemed cumulative and
additional and not in lieu of or exclusive of each other or of any other remedy
available to the Port Authority at law or in equity. In the event of a breach or
threatened breach by the Lessee of any term, covenant, condition or provision of
this Agreement, the Port Authority shall have the right of injunction and the
right to invoke any other remedy allowed by law or in equity as if termination,
re-entry, summary proceedings and any other specific remedies including without
limitation thereto, indemnity and reimbursement, were not mentioned herein, and
neither the mention thereof nor the pursuance or exercise or failure to pursue
or exercise any right or remedy shall preclude the pursuance or exercise of any
other right or remedy.
SECTION 26. Surrender
(a) The Lessee covenants and agrees to yield and deliver peaceably to the
Port Authority possession of the premises on the date of the cessation of the
letting, whether such cessation be by termination, expiration or otherwise,
promptly and in the same condition as at the time the Lessee entered into
possession, such reasonable wear excepted as would not adversely affect or
interfere with the efficient and proper utilization of the premises or any part
thereof.
(b) Unless the same are required for the performance by the Lessee of its
obligations hereunder, the Lessee shall have the right at any time during the
letting to remove from the premises, and, on or before the expiration or earlier
termination of the letting, shall so remove its equipment, removable fixtures
and other personal property, and all property of third persons for which it is
responsible, repairing all damages caused by such removal. If the Lessee shall
fail to remove such property on or before the termination or expiration of the
letting, the Port Authority shall have the same rights with respect to such
property as it has in the event of casualty under Section 9(d).
SECTION 27. Acceptance of Surrender of Lease
No agreement of surrender or to accept a surrender shall be valid unless
and until the same shall have been reduced to writing and signed by the duly
authorized representatives of the Port Authority and of the Lessee. Except as
expressly provided in this Section, neither the doing of, nor any omission to
do, any act or thing, by any of the officers, agents or employees of the Port
Authority, shall be deemed an acceptance of a surrender of the letting or of
this Agreement. Without limiting the foregoing, no employee or officer of the
Port Authority shall be authorized to accept the keys of the premises
prior to the expiration date of the letting as fixed in the Section of this
Agreement entitled "Term" and no delivery of the keys by the Lessee shall
constitute a termination of this Agreement or acceptance of surrender.
11
WTC-OL 42974
SECTION 28. Brokerage
The Lessee represents and warrants that no broker has been concerned in the
negotiation of this Agreement and that there is no broker who is or may be
entitled to be paid a commission in connection therewith. The Lessee shall
indemnify and save harmless the Port Authority from any claims for commission or
brokerage made by any and all persons, firms or corporations whatsoever for
services in connection with the negotiation and execution of this Agreement.
SECTION 29. Notices
(a) Notices, requests, permissions, consents and approvals given or
required to be given to or by either party under this Agreement, shall not be
effective unless they are given in writing, and all such notices and requests
shall be (i) personally delivered to the party or a duly designated officer or
representative of such party: or (ii) delivered to the office of such party,
officer or representative during regular business hours, or (iii) delivered to
the residence of such party, officer or representative; or (iv) if directed to
the Lessee, delivered at the premises at any time; or (v) forwarded to such
party, officer or representative at the office or residence address by
registered or certified mail. The Lessee shall designate an office within the
Port of New York District and an officer or representative whose regular place
of business is at such office. Until further notice, the Port Authority hereby
designates its Executive Director, and the Lessee designates the person named as
representative on the firstpage hereof as their respective officers or
representatives upon whom notices and requests may be served, and the Port
Authority designates its office at Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and the Lessee designates its office at its address stated on the first
page hereof, as their respective offices where notices and requests may be
served.
(b) If any notice is mailed or delivered, the giving of such notice shall
be complete upon receipt, or, in the event of a refusal by the addressee, upon
the first tender of the notice to the addressee or at the permitted address. If
any notice is sent by telegraph, the giving of such notice shall be complete
upon receipt or, in the event of a refusal by the addressee, upon the first
tender of the notice by the telegraph company to the addressee or at the address
thereof.
SECTION 30. Payments
(a) All payments required of the Lessee by this Agreement shall be made at
the office of the Treasurer of the Port Authority, Xxx Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or to such other officer or address as may be substituted
therefor.
(b) No payment by the Lessee or receipt by the Port Authority of a lesser
rental amount than that which is due and payable under the provisions of this
Agreement at the time of such payment shall be deemed to be other than a payment
on account of the earliest rental then due, nor shall any endorsement or
statement on any check or in any letter accompanying any check or payment be
deemed an accord and satisfaction, and the Port Authority may accept such check
or payment without prejudicing in any way its right to recover the balance of
such rental or to pursue any other remedy provided in this Agreement or by law.
SECTION 31. Subordination
This Agreement and the letting hereunder are and shall be subject and
subordinate to all mortgages which may now or hereafter affect the premises or
the Facility, and to all renewals, modifications, consolidations, replacements
and extensions thereof, and although the provisions of this Section shall be
deemed to be self-operating and effective for all purposes without any further
instrument on the part of the Lessee, the Lessee shall execute on demand and
without expense to the Port Authority such further instruments confirmatory of
the provisions of this Section as the Port Authority may request.
SECTION 32. Quiet Enjoyment
The Port Authority covenants and agrees that as long as it remains the
owner of the Facility, the Lessee, upon paying all rentals hereunder and
performing all the covenants, conditions and provisions of this Agreement on its
part to be performed, shall and may peaceably and quietly have, hold and enjoy
the premises free of any act or acts of the Port Authority except as expressly
permitted in this Agreement.
SECTION 33. Non-Liability of Individuals
Neither the Commissioners of the Port Authority nor any of them, nor any
officer, agent or employee thereof, shall be charged personally by the Lessee
with any liability or held liable to it under any term or provision of this
Agreement, or because of its execution or attempted execution, or because of any
breach or attempted or alleged breach thereof.
12
SECTION 34. Headings
The section headings and the paragraph headings, if any, are inserted only
as a matter of convenience and for reference and in no way define, limit or
describe the scope or intent of any provision hereof.
SECTION 35. Construction and Application of Terms
(a) Wherever in this Agreement a third person singular neuter pronoun or
adjective is used referring to the Lessee, the same shall be taken and
understood to refer to the Lessee, regardless of the actual gender or number
thereof.
(b) Whenever in this Agreement the Lessee is placed under an obligation
or covenants to do or to refrain from or is prohibited from doing, or is
entitled or privileged to do, any act or thing, the following shall apply:
(1) If the Lessee is a corporation, its obligations shall be performed
or its rights or privileges shall be exercised only by its officers and
employees; or
(2) If the Lessee is an unincorporated association or a business or
"Massachusetts" trust, the obligation shall be that of its members or
trustees, as well as of itself, and shall be performed only by its members
or trustees, and officers and employees, and the right or privilege shall
be exercised only by its members or trustees, and its officers and
employees; or
(3) If the Lessee is a partnership, the obligation shall be that of
its partners and shall be performed only by its partners and employees and
the rights or privileges shall be exercised only by its partners and
employees; or
(4) If the Lessee is an individual, the obligations shall be that of
himself (or herself) and shall be performed only by himself (or herself)
and his (or her) employees and the right or privilege shall be exercised
only by himself (or herself) and his (or her) employees.
(5) None of the provisions of this paragraph (b) shall be taken to
alter, amend or diminish any obligation of the Lessee assumed in relation
to its invitees, customers, agents, representatives, contractors or other
persons, firms or corporations doing business with it.
(c) If more than one individual or other legal entity is the Lessee under
this Agreement, each and every obligation hereof shall be the joint and several
obligation of each such individual or other legal entity.
(d) Unless otherwise stated in the Section of this Agreement entitled
"Rights of User by the Lessee", the rights of user thereby granted to the Lessee
with respect to the premises shall be exercised by the Lessee only for its own
account and, without limiting the generality of the foregoing, shall not be
exercised as agent, representative, factor, broker, forwarder, bailee, or
consignee without legal title to the subject matter of the consignment.
(e) The Lessee's representative, hereinbefore specified in this Agreement
(or such substitute as the Lessee may hereafter designate in writing), shall
have full authority to act for the Lessee in connection with this Agreement and
any things done or to be done hereunder, and to execute on the Lessee's behalf
any amendments or supplements to this Agreement or any extension thereof.
(f) This Agreement does not constitute the Lessee, the agent or
representative of the Port Authority for any purpose whatsoever.
(g) All designations of time herein contained shall refer to the
time-system then officially in effect in the municipality wherein the premises
are located.
(h) No greater rights or privileges with respect to the use of the premises
or any part thereof or with respect to the Facility are granted or intending to
be granted to the Lessee by this Agreement, or by any provision thereof, than
the rights and privileges expressly granted hereby.
SECTION 36. Definitions
The following terms, when used in this Agreement, shall have the respective
meanings given below:
(a) "Letting" shall mean the letting under this Agreement for the original
term stated herein, and shall include any extensions thereof which may be made
pursuant to the provisions of this Agreement, or otherwise.
(b) "World Trade Center" or "Facility" shall mean the building complex to be
constructed by the Port Authority within the area in the Borough of Manhattan,
City, County and State of New York, bounded generally by the east side of Church
Street on the east, the south side of Xxxxxxx Xxxxxx
00
XXX-XX 00000
and the south side of Liberty Street extended on the south, the Xxxxxx River on
on the west, and on the north by a line beginning at the point of intersection
of the Xxxxxx River and the north side of Xxxxx Street extended, running along
the north side of Xxxxx Street extended and and the north side of Xxxxx Street
to the west side of Washington Street, then along the west side of Washington
Street to the north side of Xxxxxxx Street, then along the north side of Xxxxxxx
Street to the east side of West Broadway, then along the east side of West
Broadway to the north side of Xxxxx Street, then along the north side of Xxxxx
Street to the east side of Church Street, together with such additional
contiguous area as may be agreed upon from time to time between the Port
Authority and the said City of New York;
(c) the phrase "utility, mechanical, electrical communication and other
systems" shall mean and include (without limitation thereto) the following:
machinery, engines, dynamos, boilers, elevators, escalators, incinerators and
incinerator flues, systems for the supply of fuel, electricity, water, gas and
steam, plumbing, heating, sewerage, drainage, ventilating, air conditioning,
communications, fire-alarm, fire-protection, sprinkler, telephone, telegraph and
other systems, fire hydrants, fire hoses, and their respective wires, mains,
conduits, lines, tubes, pipes, equipment, motors, cable, fixtures and other
equipment.
(d) "Causes or conditions beyond the control of the Port Authority", shall
mean and include acts of God, the elements, weather conditions, tides,
earthquakes, settlements, fire, acts of governmental authority, war, shortage of
labor or materials, act of third parties for which the Port Authority is not
responsible, injunctions, strikes, boycotts, picketing, slowdowns, work
stoppages, labor troubles or disputes of every kind (including all those
affecting the Port Authority, its contractors, suppliers or subcontractors) or
any other condition or circumstances, whether similar to or different from the
foregoing (it being agreed that the foregong enumeration shall not limit or be
characteristic of such conditions or circumstances) which is beyond the control
of the Port Authority or which could not be prevented or remedied by reasonable
effort and at reasonable expense.
(e)"Holidays" or "legal holidays" shall mean and include the following days
in each year: the first day of January; known as New Year's day; the twelfth
day of February, known as Lincoln's birthday; the third Monday in February,
known as Washington's birthday; the last Monday in May, known as Memorial day;
the fourth day of July, known as Independence day; the first Monday in
September, known as Labor day; the second Monday in October, known as Columbus
day, the fourth Monday in October, known as Veterans' day; the fourth Thursday
in November, known as Thanksgiving day; and the twenty-fifth day of
December, known as Christmas day; and if any of such days is Sunday, the next
day thereafter; and each general Election day in the State of New York; and such
other or different day or dates as are declared "holidays" or "legal holidays"
under the laws of the State of New York or as may hereafter be so declared.
(f) "Normal business hours," shall mean 8:00 o'clock A.M. to 6:00 o'clock
P.M. Mondays to Fridays inclusive, legal holidays excepted.
SECTION 37. Letting Postponed
If, on the date fixed as the commencement of the term of the letting in the
Section of this Agreement entitled "Term", the premises are not available or
ready for occupancy or use by the Lessee, by reason of the fact that the
premises or any part thereof, or any part of the Facility, are in the course of
construction, repair, alteration or improvement or by reason of the fact that
the occupant of the premises, or a part thereof, failed or refused to deliver
possession, or by reason of any causes or conditions beyond the control of the
Port Authority, the Port Authority may postpone the letting and the Port
Authority shall not be subject to any liability for such postponement or failure
to give possession on such date. No such postponement or failure to give
possession on such date shall affect the validity of this Agreement or the
obligations of the Lessee hereunder. However, rental shall not commence until
possession of the premises is tendered by the Port Authority to the Lessee;
tender shall be made by notice given at least five (5) days prior to the
effective date of the tender; and in the event that the commencement date of the
letting of the premises shall be postponed, then the expiration date of the
letting shall be postponed for a period of time equivalent to the period between
the commencement date stated in the Section of this Agreement entitled "Term"
and the last day of the calendar month in which the actual commencement date
shall fall. In the event that notice of tender of the premises is not given for
possession to commence on or before three hundred sixty-five (365) days
after the date fixed as the commencement of the term of the letting in the
Section of this Agreement entitled "Term", then this Agreement shall be deemed
cancelled, except that each party shall and does release and discharge the other
party from any and all claims or demands based on this Agreement, or a breach or
alleged breach thereof.
SECTION 38. Changes in the Facility
The Lessee recognizes that because the Facility may not yet be constructed
at the time of execution of this Agreement the space exhibit(s) attached hereto
show(s) the premises as the Port Authority presently anticipates they will be
built. If the Port Authority changes the construction prior to completion
14
thereof so that the premises as shown on the said space exhibits(s) are
substantially diminished in area, the Port Authority may offer to substitute
other space at least equivalent in area to the premises shown on the said space
exhibits(s) and located in a portion of the Facility comparable to the location
where the premises shown on the said space exhibit(s) are located, by notice to
the Lessee given not later than thirty (30) days prior to the commencement date
of the letting. The Lessee within twenty (20) days after receipt of such notice
shall have the right to reject the substitution by notice to the Port Authority.
If such substitution is made and not rejected by the Lessee as hereinbefore
stated, the space substituted shall from and after the effective date of
substitution be the premises hereunder and the space shown on the space
exhibits(s) shall cease to be the premises hereunder, provided, however, that
any such substitution by the Port Authority shall be effective not later than
the commencement date of the letting hereunder. If the area of the premises is
substantially diminished and the Port Authority does not exercise its privilege
of substitution or the Lessee rejects the substitution as hereinbefore stated,
the Lessee shall have the right to cancel this Agreement and the letting
hereunder by five (5) days' notice to the Port Authority given and effective not
later than the commencement date of the letting and each party shall release and
does hereby release the other party of and from any and all demands based on
this Agreement, or a breach or alleged breach thereof. If the area of the
premises is substantially diminished and the Lessee has not exercised its right
of cancellation or if the premises are diminished in area but not substantially
diminished there shall be an abatement of rental as hereinbefore provided in the
Section of this Agreement entitled "Abatement of Rental". No diminution of area
of the premises shall be or be construed to be an eviction or partial eviction
of the Lessee. "Substantially" shall mean a diminution of ten percent (10%) or
more.
SECTION 39. Force Majeure
(a) The Port Authority shall not be liable for any failure, delay or
interruption in performing it obligations hereunder due to causes or conditions
beyond the control of the Port Authority. Further, the Port Authority shall not
be liable unless the failure, delay or interruption shall result from failure on
the part of the Port Authority to use reasonable care to prevent or reasonable
efforts to cure such failure, delay or interruption.
(b) No abatement, diminution or reduction of the rent or other charges
payable by the Lessee, shall be claimed by or allowed to the Lessee for any
inconvenience, interruption, cessation or loss of business or other loss caused,
directly or indirectly, by any present or future laws, rules, requirements,
orders, directions, ordinances or regulations of the United States of America,
or of the state, county or city governments, or of any other municipal,
governmental or lawful authority whatsoever, or by priorities, rationing or
curtailment of labor or materials, or by war or any matter or thing resulting
therefrom, or by any other cause or condition beyond the control of the
Port Authority, nor shall this Agreement be affected by any such causes or
conditions.
SECTION 40. Premises
(a) The Lessee acknowledges that it has not relied upon any representation
or statement of the Port Authority or its Commissioners, officers, employees or
agents as to the suitability of the premises for the operations permitted on the
premises by this Agreement. Without limiting any obligation of the Lessee to
commence operations hereunder at the time and in the manner stated elsewhere in
this Agreement, the Lessee agrees that no portion of the premises will be used
initially or at any time during the letting which is in a condition unsafe or
improper for the conduct of the Lessee's operations hereunder so that there is
possibility of injury or damage to life or property. For all purposes of this
Agreement the premises hereunder (notwithstanding any statement elsewhere in
this Agreement of any rule for the measurement of the area thereof) shall be
deemed to include all of the enclosing partitions, and the adjacent exterior
building walls and glass to and including the exterior surface thereof.
(b) The Port Authority may by written authorization allow the Lessee to
enter into the possession of the premises prior to the date specified in the
Section of this Agreement entitled "Term" as the commencement of the term of the
letting, solely for the purpose of moving personal property of the Lessee into
the premises and of installing fixtures. If the Lessee receives such written
authorization, the Lessee shall use and occupy the premises in accordance with
and subject to all the terms, covenants, conditions and provisions of this
Agreement other than those relating to payment of rent and rights of user and
except as may be expressly provided otherwise by the written authorization.
SECTION 41. Governmental Compliance
In the event that all or any portion of the premises is required by the
Port Authority to comply with any present or future governmental law, rule,
regulation, requirement, order or direction, the Port Authority shall give the
Lessee notice that all or any such portion of the premises is so required and
the Lessee shall deliver all or any such portion of the premises so required on
the date specified in such
15
WTC-OL 92567
notice, and if the Lessee does not so deliver, the Port Authority may take the
same. No such taking or delivery shall be or be construed to be an eviction of
the Lessee or a breach of this Agreement. In the event that the Lessee has
received a notice hereunder it shall deliver all or any such portion of the
premises so required in the same condition as that required hereunder for the
delivery of the premises on the cessation of the letting. In the event of the
taking or delivery of all the premises, this Agreement and the letting hereunder
shall on the day of such taking or delivery cease and expire as if that day were
the date, originally stated herein for the expiration of this Agreement; and, in
the event of the taking or delivery of any portion of the premises, then, from
and after such taking or delivery, such portion of the premises shall cease to
be a part of the premises hereunder. There shall be an abatement of the rental
in the event of any such taking or delivery of a portion of the premises as
provided in the Section of this Agreement entitled "Abatement of Rental".
SECTION 42. Services and Utilities
(a) Subject to all the terms and provisions of this Agreement, the Port
Authority will furnish without additional charge to the Lessee the following:
(1) Heat, ventilation and air cooling to maintain in the premises an
even and comfortable working temperature during normal business hours;
(2) To the extent that the Lessee's consumption does not exceed the
capacity of feeders, risers or wiring in the premises or Facility,
electricity, during normal business hours, in reasonable quantities solely
for illumination, by which is meant the energizing of fluorescent and
incandescent bulbs (to be supplied, paid for and installed by the Lessee),
and for the operation of such machines and equipment as the Port Authority
may consent to in advance; and
(b) Unless the premises contain toilet and washroom facilities, the Port
Authority shall, without additional charge, furnish non-exclusive toilet and
washroom facilities for the employees of the Lessee.
(c) The Port Authority will supply cleaning services in the premises as
described in Schedule B attached hereto and hereby made a part hereof.
(d) If the Lessee, in accordance with the Section of this Agreement
entitled "Construction by the Lessee" or otherwise, erects any partitions or
makes any improvements which stop, hinder, obstruct or interfere with the
cooling of the air or the heating of the premises, or if the Lessee shall fail
to close and keep closed the window coverings when the sun is shining on the
windows of the premises, then no such action by the Lessee shall impose any
obligations on the Port Authority to install facilities, fixtures or equipment
for air-cooling or for heating additional to those existing or presently
contemplated or to increase the capacity or output of initially existing
facilities, equipment or fixtures and the Lessee shall not in any such event be
relieved of any of its obligations hereunder because a comfortable temperature
is not maintained. No consent given by the Port Authority to the erection of
partitions or the making of any improvements shall be or be deemed to be a
representation that the work consented to will not stop, hinder, obstruct or
interfere with either the cooling of the air or heating of the premises or any
portion thereof. It is hereby understood further that the installation by the
Lessee of any equipment which itself requires air cooling or which requires
additional quantities of air cooling at the portion of the premises where such
equipment is installed, or the concentration in any portion of the premises of
such a number of people so as to require additional quantities of air cooling,
shall not impose any obligation on the Port Authority to install facilities,
fixtures and equipment for air cooling additional to those initially existing,
or to increase the capacity or output of initially existing facilities,
equipment or fixtures and the Lessee shall not in any such event be relieved of
any of its obligations hereunder.
(c) The Lessee shall keep closed all entrance doors and all windows in the
premises except that doors may be opened when required for ingress or egress.
The Lessee shall not otherwise waste or dissipate the air cooling or heating
services. Without otherwise affecting the Port Authority's rights or remedies in
the event of any breach by the Lessee of its obligations under this Agreement,
the Port Authority shall have the right to discontinue or reduce the said
heating or air-cooling service during any period of such waste or dissipation
and any failure of the Port Authority to supply any such service under such
conditions shall not affect any of the Lessee's obligations under this
Agreement.
(f) If any federal, state, municipal or other governmental body, authority
or agency or any public utility assesses, levies, imposes, makes or increases
any charge, fee or rent on the Port Authority for any service, system or utility
now or in the future supplied to or available to the premises or to any
occupants or users thereof or to the structure or building of which the premises
form a part (including but not limited to any sewer rent or charge for the use
of sewer systems), the Lessee shall, at the option of the Port Authority
exercised at any time and from time to time by notice to the Lessee, pay, in
accordance with said notice, such charge, fee or rent or increase thereof (or
the portion thereof allocated by the Port Authority to the premises or the
Lessee's operations hereunder) either directly to the governmental body,
authority or agency or to the public utility or directly to the Port Authority.
16
(g) The Port Authority shall have the right to discontinue temporarily the
supply of any of the above services when necessary or desirable in the opinion
of the Port Authority in order to make any repairs, alterations, changes or
improvements in the premises or elsewhere in the Facility including but not
limited to all systems for the supply of services.
(h) No failure, delay, interruption or reduction in any service or services
shall be or shall be construed to be an eviction of the Lessee, shall be grounds
for any diminution or abatement of the rentals payable hereunder, or shall
constitute grounds for any claim by the Lessee for damages, consequential or
otherwise, unless due to the negligent act of the Port Authority, its employees
or agents. The Lessee shall not be entitled to receive any service or services
during any period during which the Lessee shall be in default under any of the
provisions of this Agreement.
(i) The Port Authority shall be under no obligation to supply any service
or services if and to the extent and during any period that the supplying of any
such service or services or the use of any component necessary therefor shall
be prohibited or rationed by any federal, state or municipal law, rule,
regulation, requirement, order or direction and if the Port Authority deems
it in the public interest to comply therewith, even though such law, rule,
regulation, requirement, order or direction may not be mandatory on the Port
Authority as a public agency.
(j) The Port Authority shall have no obligations or responsibility with
respect to the performance of any services or providing, supplying or furnishing
to the Lessee of any utilities or services whatsoever except as expressly
provided in this Section.
17
Section 44. Basic Rental
The Lessee shall pay a basic rental to the Port Authority, for the
premises, as follows:
(a) For the period from and after the commencement date of the letting
through the day preceding the second (2nd) anniversary of the commencement date
of the letting, at the rate of Sixty-two Thousand Four Hundred Eighty-four
Dollars and No Cents ($62,484.00) per annum, payable in the sum of Five Thousand
Two Hundred Seven Dollars and No Cents ($5,207.00) upon the execution of this
Agreement by the Lessee and the delivery thereof to the Port Authority and in
advance in equal monthly installments of Five Thousand Two Hundred Seven Dollars
and No Cents ($5,207.00) each on the sixtieth (60th) day following the
commencement date of the letting and on the first day of each calendar month
thereafter through the day preceding the 2nd anniversary of the commencement
date of the letting;
(b) For the period from and after the second (2nd) anniversary of the
commencement date of the letting through the day preceding the third (3rd)
anniversary of the commencement date of the letting, at the rate of Sixty-eight
Thousand One Hundred Sixty Dollars and No Cents ($68,160.00) per annum, payable
in advance in equal monthly installments of Five Thousand Six Hundred Eighty
Dollars and No Cents ($5,680.00) each on the 2nd anniversary of the commencement
date of the letting and on the first day of each calendar month thereafter
through the day preceding the 3rd anniversary of the commencement date of the
letting;
(c) For the period from and after the third (3rd) anniversary of the
commencement date of the letting through the day preceding the fourth (4th)
anniversary of the commencement date of the letting, at the rate of Seventy-six
Thousand Six Hundred Eighty Dollars and No Cents ($76,680.00) per annum, payable
in advance in equal monthly installments of Six Thousand Three Hundred Ninety
Dollars and No Cents ($6,390.00) each on the 3rd anniversary of the commencement
date of the letting and on the first day of each calendar month thereafter
through the day preceding the 4th anniversary of the commencement date of the
letting; and
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(d) For the period from and after the fourth (4th) anniversary of the
commencement date of the letting throughout the balance of the term of the
letting at the rate of Eighty-two Thousand Three Hundred Sixty-eight Dollars and
No Cents ($82,368.00) per annum, payable in advance in equal monthly
installments of Six Thousand Eight Hundred Sixty-four Dollars and No Cents
($6,864.00) each on the 4th anniversary of the commencement date of the letting
and on the first day of each calendar month thereafter throughout the balance of
the term of the letting.
(e) Paragraph (b) of Section 4 was deleted in its entirety. In the event
that the sixtieth (60th) day following the commencement date of the letting
under this Agreement is other than the first day of a calendar month, the
installment of basic rental payable on the 60th day following the commencement
date of the letting shall be the amount of the monthly installment stated in
paragraph (a) of this Section multiplied by a fraction, the numerator of which
shall be the number of days from and including the 60th day following the
commencement date of the letting through and including the last day of the
calendar month in which such 60th day occurs and the denominator of which shall
be the number of days in that calendar month. If any rental increase referred to
above in this Section 44 is effective on a day other than the first day of a
calendar month, then in addition to the full monthly installment of basic rental
payable on the first day of such month there shall be payable in advance on the
date of such increase an installment of basic rental equal to one twelfth (1/12)
of the annual amount by which the basic rental is then being increased
multiplied by a fraction, the numerator of which shall be the number of days
from the date of such increase to the last day of such calendar month, both days
inclusive, and the denominator of which shall be the number of days in that
calendar month. If the expiration or termination date of the letting is other
than the last day of a calendar month, the installment of basic rental payable
on the first day of the calendar month in which such expiration or termination
date occurs shall be the amount of the applicable monthly installment stated
above in this Section multiplied by a fraction, the numerator of which shall be
the number of days the letting was in effect in the calendar month in which the
expiration or termination date occurs and the denominator of which shall be the
number of days in said month.
-19-
Section 45. Liability Insurance
(a) The Lessee in its own name as assured shall secure and pay the
premium on a policy of comprehensive general liability insurance, including a
contractual liability endorsement, for such coverage as may be stipulated by the
Port Authority, covering the Lessee's operations hereunder which shall be
effective throughout the letting under this Agreement and shall be in a combined
single limit of not less than $1,000,000 for bodily injury, for wrongful death
and for property damage arising from any one occurrence.
(b) The Port Authority shall be included as an additional insured in any
policy of liability insurance required by this Section.
(c) As to any insurance required by this Section, a certified copy of
each of the policies or a certificate or certificates evidencing the existence
thereof, or binders, shall be delivered to the Port Authority within twenty (20)
days prior to the commencement date of the letting hereunder. In the event any
binder is delivered, it shall be replaced within thirty (30) days by a certified
copy of the policy or a certificate. Each such copy or certificate shall contain
a valid provision or endorsement that the policy may not be cancelled,
terminated, changed or modified, without giving ten (10) days' written advance
notice thereof to the Port Authority. A renewal policy shall be delivered to the
Port Authority at least fifteen (15) days prior to the expiration date of each
expiring policy, except for any policy expiring after the date of expiration of
the letting. If at any time any of the policies shall be or become
unsatisfactory to the Port Authority as to form or substance, or if any of the
carriers issuing such policies shall be or become unsatisfactory to the Port
Authority the Lessee shall promptly obtain a new and satisfactory policy in
replacement.
(d) Each policy of insurance required by this Section shall contain a
provision that the insurer shall not, without obtaining express advance
permission from the General Counsel of the Port Authority, raise any defense
involving in any way the jurisdiction of the tribunal over the person of the
Port Authority, the immunity of the Port Authority, its Commissioners, officers,
agents or employees, the governmental nature of the Port Authority or the
provisions of any statutes respecting suits against the Port Authority.
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XX-XX-00000
Xxxxxxx 46. Electricity
(a) Notwithstanding the provisions of Section 42(a)(2) of this
Agreement and subject to all the terms, conditions and provisions of Section
42(f), (g), (h) and (i) of this Agreement, the Port Authority may periodically
throughout the term of the letting at such times as the Port Authority may
elect, arrange for a survey of the premises by the Port Authority's Engineering
Department or by an independent utility consultant to be selected by the Port
Authority for the purpose of establishing the Lessee's annual consumption of and
demand for electricity (such consumption of and demand for electricity being
hereinafter referred to as "consumption and demand"). Such consumption and
demand shall be based on the wattage of lamps and any other electrical machinery
and the frequency and duration of the use thereof in the premises. The Lessee's
annual consumption and demand shall be divided by the number of "billing
periods" per year established by the public utility company supplying
electricity in the vicinity of the premises so as to determine the Lessee's
consumption and demand per billing period. In lieu of such determination of
consumption and demand, the same may be measured by meter which the Port
Authority may at its option, exercised at any time during the term of the
letting, install on or off the premises and in the event any such meter fails to
record such, the Lessee's consumption of and demand for electricity for any
period that a meter is out of service will be considered to be the same as the
consumption and demand for a like period either immediately before or
immediately after such interruption as selected by the Port Authority. The Port
Authority shall compute the cost of such consumption and demand either as
determined by the survey or measured by meter based on the greater of (1) the
rates (including the fuel or other adjustment factor if any) which the Lessee
under the service classification applicable to the Lessee as of the date of each
billing period would be required to pay if the Lessee had purchased such
electricity directly from the public utility company supplying the same in the
vicinity or (2) the Port Authority's cost of obtaining and supplying the same
quantity of electricity. The Lessee shall pay the cost of such consumption and
demand for each such billing period to the Port Authority upon demand therefor
and the same shall be deemed additional rental collectible in the same manner
and with like remedies as if it were a part of the basic rental reserved
hereunder. The determination of consumption and demand by survey shall be
effective until the next succeeding survey and shall be binding
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WT-SP-2679
and conclusive on both the Lessee and the Port Authority as to all matters,
including but not limited to the frequency and duration of use of the lamps and
other electrical machinery and equipment in the premises. The cost of each such
survey shall be borne by the Port Authority, provided that if the Lessee makes
any alternations or improvements to the premises in accordance with the
provisions of Section 12 of this Agreement or otherwise which may result in
greater consumption or demand, the Port Authority may direct a new survey to
establish the consumption and demand for electricity in the premises and the
cost thereof shall be borne by the Lessee. Any method of measurement used herein
shall not preclude the Port Authority from reverting to the use of any prior
method.
(b) Notwithstanding that the Port Authority has agreed to supply
electricity to the Lessee, the Port Authority shall be under no obligation to
provide or continue such service if the Port Authority is prevented by law,
agreement or otherwise from metering or measuring consumption and demand as
hereinabove set forth or elects not to so meter or measure the same, and in any
such event the Lessee shall make all arrangements and conversions necessary to
obtain electricity directly from the public utility. Also in such event the
Lessee shall perform the construction necessary for conversion and if any lines
or equipment of the Port Authority are with the consent of the Port Authority
used therefor the Port Authority may make an appropriate charge therefor to the
Lessee based on its costs and expenses for the said lines and equipment.
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Section 47. Late Charges
If the Lessee should fail to pay any amount required under this
Agreement when due to the Port Authority, including without limitation any
payment of basic or other rental or any payment of utility or other charges or
if any such amount is found to be due as the result of an audit, then, in such
event, the Port Authority may impose (by statement, xxxx or otherwise) a late
charge with respect to each such unpaid amount for each late charge period
(hereinbelow described) during the entirety of which such amount remains unpaid,
each such late charge not to exceed an amount equal to eight-tenths of one
percent of such unpaid amount for each late charge period. There shall be
twenty-four late charge periods on a calendar year basis; each late charge
period shall be for a period of at least fifteen (15) calendar days except one
late charge period each calendar year may be for a period of less than fifteen
(but not less than thirteen) calendar days. Without limiting the generality of
the foregoing, late charge periods in the case of amounts found to have been
owing to the Port Authority as the result of Port Authority audit findings shall
consist of each late charge period following the date the unpaid amount should
have been paid under this Agreement. Each late charge shall be payable
immediately upon demand made at any time therefor by the Port Authority. No
acceptance by the Port Authority of payment of any unpaid amount or of any
unpaid late charge amount shall be deemed a waiver of the right of the Port
Authority to payment of any late charge or late charges payable under the
provisions of this Section with respect to such unpaid amount. Each late charge
shall be recoverable by the Port Authority in the same manner and with like
remedies as if it were originally a part of the basic rental as set forth in the
section of this Agreement entitled "Basic Rental". Nothing in this Section is
intended to, or shall be deemed to, affect, alter, modify or diminish in any way
(i) any rights of the Port Authority under this Agreement, including without
limitation the Port Authority's rights set forth in the section of this
Agreement entitled "Termination" or (ii) any obligations of the Lessee under
this Agreement. In the event that any late charge imposed pursuant to this
Section shall exceed a legal maximum applicable to such late charge, then, in
such event, each such late charge payable under this Agreement shall be payable
instead at such legal maximum.
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Section 48. Additional Provisions
(a) Without limiting any other right of termination under this
Agreement, the Port Authority shall have the right to terminate this Agreement
and the letting hereunder without cause, at any time on one hundred eighty (180)
days' notice to the Lessee. In the event of termination pursuant to this
Section, this Agreement and the letting hereunder shall cease and expire as if
the effective date of termination stated in the notice were the date originally
fixed herein for the expiration of the term of the letting.
(b) Notwithstanding the foregoing provision, the Port Authority shall,
within thirty (30) days after giving the notice referred to in paragraph (a),
tender to the Lessee an agreement, which shall constitute an offer to amend this
Agreement, providing for the letting to the Lessee of other space at the World
Trade Center, consisting of a single block of space, substantially similar in
size to the premises but the configuration of such and its location within the
Facility shall be solely within the discretion of the Port Authority. Such
agreement shall contain an exhibit depicting such other space, the effective
date upon which the letting of such space shall commence, a statement of the
number of rentable square feet comprising such space and the annual basic rental
payable for such space which shall be computed at the same annual per rentable
square foot rate as the basic rental set forth in this Agreement. In addition to
the annual basic rental payable for such space the agreement will provide that
the Lessee will continue to pay additional basic rental as provided in the
Schedule A attached to this Agreement based on the number of square feet in such
space. The agreement will also provide that the Lessee will surrender, vacate
and yield up to the Port Authority the premises on the date preceding the
effective date the letting of such space shall commence and that the Port
Authority will, (1) finish the space or cause the same to be finished at no cost
to the Lessee substantially in the same manner and to the same extent as the
premises, (2) arrange for or, at the Port Authority's option, reimburse the
Lessee for its reasonable expenditures for moving the
- 24 -
Lessee's property from the premises to such other space, (3) reimburse the
Lessee for its reasonable expenditures for installing telephone equipment in
such space substantially equivalent to the Lessee's present installation and (4)
reimburse all reasonable payments made by the Lessee in connection with office
stationery no longer usable by the Lessee as a result of its move to such other
space. All terms, conditions and provisions of this Agreement as so amended will
remain in force and effect as to such space which shall be and become the
premises from the effective date of the letting of such space through the
balance of the term of the letting under this Agreement. The Lessee shall within
twenty (20) days after delivery to it of such agreement by the Port Authority,
execute, acknowledge and deliver the same to the Port Authority. Upon the
delivery of a fully executed and acknowledged copy of the agreement by the Port
Authority to the Lessee, the notice theretofore served pursuant to paragraph (a)
hereof shall be deemed null and void and of no further force or effect. In the
event the Lessee does not accept the Port Authority's offer by delivering the
agreement executed and acknowledged by it to the Port Authority within the time
specified herein, then the offer contained therein shall be deemed withdrawn and
the notice terminating the letting served in accordance with the provisions of
subparagraph (a) hereof shall be and remain fully effective and the Port
Authority shall have no further obligation to offer other space to the Lessee
either at the World Trade Center or elsewhere. If the agreement is executed by
the parties hereto the provisions of this Section shall be of no further force
and effect.
(c) The provisions of paragraph (b) of this Section shall be
independent of and shall not be deemed a condition precedent or prerequisite to
the exercise of the right of termination by the Port Authority under paragraph
(a) hereof.
(d) The Lessee acknowledges that it has been advised by the Port
Authority that any failure of the Lessee to surrender, vacate and yield up to
the Port Authority the premises on the day preceding the effective date of
termination set forth in paragraph
- 25 -
(a) hereof or on the day preceding the effective date of the letting of the
space to which the Lessee is moved as referred to in paragraph (b) hereof, will
or may cause the Port Authority injury, damage or loss. The Lessee hereby
assumes the risk of such injury, damage or loss and hereby agrees that it shall
be responsible for the same and shall pay the Port Authority for the same
whether such are foreseen or unforeseen, special, direct, consequential or
otherwise and the Lessee hereby expressly agrees to indemnify and hold the Port
Authority harmless against any such injury, damage or loss. The foregoing shall
not constitute or be deemed to constitute the sole and exclusive remedy of the
Port Authority for such failure of the Lessee.
(e) In the event the Lessee should become entitled to reimbursement
pursuant to the provisions of subdivisions (2), (3) or (4) of paragraph (b)
above, the Lessee shall submit to the Port Authority a statement signed by a
responsible officer of the Lessee certifying the amount due to the Lessee
together with such documentation, records, paid bills and invoices to
substantiate the amount due the Lessee. After examination and approval of such
certified statement and any other documentation as may be reasonably requested
by the Port Authority, the Port Authority will determine the amount due to the
Lessee and will grant the Lessee a credit in such amount against the Lessee's
rental obligations next becoming due.
- 26 -
Section 49. Security Deposit
(a) Upon the execution of this Agreement by the Lessee and delivery thereof
to the Port Authority, the Lessee shall deposit with the Port Authority (and
shall keep deposited throughout the letting under this Agreement) the sum of
Twenty-one Thousand Dollars and No Cents ($21,000.00) either in cash, or bonds
of the United States of America, or of the State of New Jersey, or of the State
of New York, or of The Port Authority of New York and New Jersey, having a
market value of that amount, as security for the full, faithful and prompt
performance of and compliance with, on the part of the Lessee, all of the terms,
provisions, covenants and conditions of this Agreement on its part to be
fulfilled, kept, performed or observed. Bonds qualifying for deposit hereunder
shall be in bearer form but if bonds of that issue were offered only in
registered form, then the Lessee may deposit such bonds or bonds in registered
form, provided, however, that the Port Authority shall be under no obligation to
accept such deposit of a bond in registered form unless such bond has been
re-registered in the name of the Port Authority (the expense of such
re-registration to be borne by the Lessee) in a manner satisfactory to the Port
Authority. The Lessee may request the Port Authority to accept a registered bond
in the Lessee's name and if acceptable to the Port Authority the Lessee shall
deposit such bond together with an irrevocable bond power (and such other
instruments or other documents as the Port Authority may require) in form and
substance satisfactory to the Port Authority. In the event the deposit is
returned to the Lessee any expenses incurred by the Port Authority in
re-registering a bond to the name of the Lessee shall be borne by the Lessee. In
addition to any and all other remedies available to it, the Port Authority shall
have the right, at its option, at any time and from time to time, with or
without notice, to use the deposit or any part thereof in whole or partial
satisfaction of any of its claims or demands against the Lessee. There shall be
no obligation on the Port Authority to exercise such right and neither the
existence of such right nor the holding of the deposit itself shall cure any
default or breach of this Agreement on the part of the Lessee. With respect to
any bonds deposited by the Lessee, the Port Authority shall have the right, in
order to satisfy any of its claims or demands against the Lessee, to sell the
same in whole or in part, at any time, and from time to time, with or without
prior notice at public or private sale, all as determined by the Port Authority,
together with the right to purchase the same at such sale free of
- 27 -
all claims, equities or rights of redemption of the Lessee. The Lessee hereby
waives all right to participate therein and all right to prior notice or demand
of the amount or amounts of the claims or demands of the Port Authority against
the Lessee. The proceeds of every such sale shall be applied by the Port
Authority first to the costs and expenses of the sale (including but not limited
to advertising or commission expenses) and then to the amounts due the Port
Authority from the Lessee. Any balance remaining shall be retained in cash
toward bringing the deposit to the sum specified above. In the event that the
Port Authority shall at any time or times so use the deposit, or any part
thereof, or if bonds shall have been deposited and the market value thereof
shall have declined below the above-mentioned amount, the Lessee shall, on
demand of the Port Authority and within two (2) days thereafter, deposit with
the Port Authority additional cash or bonds so as to maintain the deposit at all
times to the full amount above stated, and such additional deposits shall be
subject to all the conditions of this Section 49. After the expiration or
earlier termination of the letting under this Agreement, as the said letting may
have been extended, and upon condition that the Lessee shall then be in no wise
in default under any part of this Agreement, as this Agreement may have been
amended or extended (or both), and upon written request therefor by the Lessee,
the Port Authority will return the deposit to the Lessee less the amount of any
and all unpaid claims and demands (including estimated damages) of the Port
Authority by reason of any default or breach by the Lessee of this Agreement or
any part thereof. The Lessee agrees that it will not assign or encumber the
deposit. The Lessee may collect or receive any interest or income earned on
bonds and interest paid on cash deposited in interest-bearing bank accounts,
less any part thereof or amount which the Port Authority is or may hereafter be
entitled or authorized by law to retain or to charge in connection therewith,
whether as or in lieu of an administrative expense, or custodial charge, or
otherwise; provided, however, that the Port Authority shall not be obligated by
this provision to place or to keep cash deposited hereunder in interest bearing
bank accounts.
(b) For purposes of the provisions set forth in paragraph (a) above, the
Lessee hereby certifies that its I.R.S. Employer Identification No. is
00-0000000.
- 28 -
Section 50. Changes, Additions and Deletions to this Agreement
Prior to the execution of this Agreement by either of the parties hereto
the following changes, additions and deletions were made:
(a) The words "and paid for by the Lessee" set forth in the first and
second lines of paragraph (a) of Section 8 were deleted.
(b) The words "made at the office of the Treasurer of the Port
Authority, Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000" set forth in the
first and second lines of paragraph (a) of Section 30 were deleted and the words
"mailed to The Port Authority of New York and New Jersey, X.X. Xxx 00000,
Xxxxxx, Xxx Xxxxxx 00000" were inserted in lieu thereof.
(c) The following phrase shall be deemed inserted after the word
"acknowledges" appearing in the first line of paragraph (a) of Section 40:
"that it has inspected the premises and agrees to take the same in its
"as is" condition and".
(d) The Lessee acknowledges that facilities for heat, ventilation and
air-cooling have heretofore been installed in the premises pursuant to a certain
design configuration for the premises and notwithstanding the provisions of
Section 42, the Port Authority makes no representations that such heat,
ventilation and air-cooling shall maintain in the premises an even and
comfortable working temperature and in the event any alteration to such
facilities shall be required in order to maintain an even and comfortable
working temperature, the cost of the same shall be borne by the Lessee.
(e) The words "and the Lessee shall take and pay for" set forth in the
first line of paragraph (c) of Section 42 were deleted.
(f) Section 43 was deleted in its entirety.
It shall not be necessary to physically make the aforesaid changes in the
aforesaid Sections of this Agreement.
- 29 -
WTC. OL 92567.2
Section 51. Entire Agreement
This Agreement consists of the following: pages 1 through 30, inclusive,
plus Exhibits A and R and Schedules A and B.
It constitutes the entire agreement of the parties on the subject matter
hereof and may not be changed, modified, discharged or extended except by
written instrument duly executed by the Port Authority and the Lessee. The
Lessee agrees that no representations or warranties shall be binding upon the
Port Authority unless expressed in writing in this Agreement.
IT WITNESS WHEREOF, the parties hereto have executed these presents as of
the day and year first above written.
THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY
ATTEST:
[Signature illegible] By [Signature illegible]
------------------------------------- -------------------------------------
SECRETARY DIRECTOR
WORLD TRADE DEPARTMENT
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.
ATTEST:
[Signature illegible] By [Signature illegible]
------------------------------------- -------------------------------------
"APPROVED" President
------------------------ (Title) /s/ Xxxxx Xxxxxx,
FORM TERMS ---------------------------------
(CORPORATE SEAL)
GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.
CORPORATE
SEAL
1995
DELAWARE
- 30 -
[FLOOR PLAN]
ALL DIMENSIONS ARE APPROXIMATE
INITIALED:
/s/ X. X.
------------------------------
FOR THE PORT AUTHORITY
/s/ S. P.
------------------------------
FOR THE LESSEE
XXXXX XXXXX XXXXXXXX
XXXXX 00
XXX XXXX XX XXX XXXX AUTHORITY
THE WORLD TRADE CENTER
DATE: FEB. 23, 1996 EXHIBIT A DRAWING NO. WT-3216-B24
WTC-OL-1082
SCHEDULE A
1. For the purposes of this Schedule A, the following provisions shall
apply:
(a) "Taxes" shall mean real estate taxes and assessments which
may be imposed from time to time by the United States of America, the
State of New York or any municipality or other govenmental authority,
upon the Port Authority with respect to the buildings, structures,
facilities or land at the World Trade Center or with respect to the
rentals or income therefrom in lieu of or in addition to any tax or
assessment which would otherwise be a real estate tax or assessment and
taxes shall include any payments in lieu of real estate taxes or
assessments which may be agreed upon between the Port Authority and any
of the foregoing governmental authorities, other than payments in lieu
of taxes described in paragraph (b) below.
(b) "Payments in lieu of taxes" shall mean such payments as the
Port Authority has agreed to pay the City of New York under an agreement
dated 1967 as it may have been or may be hereafter supplemented or
amended (hereinafter called "the City Agreement").
(c) The "annual per rentable square foot factor" referred to
in this Schedule was initially fixed at $1.25 in the City Agreement and
provision was made in paragraph 7(3) of the City Agreement for changes
therein from time to time to reflect changes in the tax rate and changes
in assessed valuations.
(d) "Tax base" shall mean the annual per rentable square foot
factor finally established to be the annual per rentable square foot
factor to be used in computing payments in lieu of taxes for the tax
year beginning July 1, 1995.
(e) "Tax year" shall mean the twelve-month period established by
The City of New York as a tax year for real estate tax purposes.
Page 1 of Schedule A
WTC-OL-1082
(f) "Wage rate" shall mean the cost for an hour's work by a xxxxxx engaged
to work by a xxxxxx engaged to work a 40 hour work week in a Class A office
building in the City of New York which hourly cost shall be limited solely to
the hourly wage rate for porters as that rate is established from time to time
by collective bargaining agreement between the Realty Advisory Board on Labor
Relations, Incorporated, acting on behalf of various building owners and Local
32B-32J, Service Employees International Union, AFL-CIO, (which collective
bargaining agreement is hereinafter referred to as "the Contract"), plus a
proper proportion of fringe benefits and other payroll costs. As used herein:
(1) "Xxxxxx" or "porters" shall mean those employees engaged in the
general maintenance and operation of office buildings and classified as
"Others" by the Contract.
(2) "Fringe benefits" shall mean the items of cost which an employer
would be obligated to pay or would incur pursuant to the Contract on the
basis of wages paid to a xxxxxx engaged to work a 40 hour work week in
Class A office building in New York City who is entitled to receive on an
annual basis the maximum entitlement under the Contract, including, without
limitation, vacation allowances, sick leave, holiday pay, birthdays, jury
duty, medical checkup, lunch time, relief time, other paid time off,
bonuses, union assessments allocable to pension plans and welfare and
training funds, and health life, accident, or other such types of
insurance.
(3) "Other payroll costs" shall mean taxes payable pursuant to law by
an employer upon the basis of wages paid to a xxxxxx engaged to work a 40
hour work week in a Class A office building in New York City, including,
without limitation, F.I.C.A., New York State Unemployment Insurance and
Federal Unemployment Insurance.
If at any time during the term of the letting under the Lease the
Contract shall require regular employment of porters on days or during
hours when
Page 2 of Schedule A
WTC-OL-1082
overtime or other premium pay rates are in effect pursuant to the
Contract the hourly wage rate for porters under the Contract for the
applicable period shall be determined by dividing the weekly wage an
employer would be obligated to pay a xxxxxx engaged to work a 40 hour
work week in a Class A office building in New York City under the
Contract by 40.
If either the Realty Advisory Board on Labor Relations,
Incorporated or Local 32B-32J, Service Employees International Union,
AFL-CIO shall cease to exist or a collective bargaining agreement shall
cease to be negotiated between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, or if the job classification "Others"
shall be renamed or abolished in any subsequent collective bargaining
agreement entered into between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, then the wage rate to be used in applying
the provisions of this Schedule shall be the wage rate for those
employees engaged in the general maintenance and operation of Class A
office buildings either pursuant to any subsequent collective
bargaining agreement between the Realty Advisory Board on Labor
Relations, Incorporated and Local 32B-32J, Service Employees
International Union, AFL-CIO, or if there is no such agreement, then
pursuant to such agreement as the Port Authority shall select.
(g) "Basic wage rate" shall mean the wage rate in effect on
January 1, 1996.
(h) "Rentable square feet in the premises" shall mean 2,840
square feet.
(i) "Lease" shall mean the agreement of lease to which this
schedule is attached.
2. From and after each July 1, following the commencement date of the
letting under the Lease, the Lessee shall pay an additional basic rental under
the Lease at the annual rate computed by multiplying the rentable square feet
Page 3 of Schedule A
WTC-OL-1082
in the premises by the excess over the tax base of the total of: (i) the annual
per rentable square foot amount of taxes for the tax year beginning on that July
1; and (ii) the annual per rentable square foot factor used in computing
payments in lieu of taxes for the tax year beginning on that July 1. If taxes
become payable on a basis other than an annual amount per rentable square foot,
the Port Authority will allocate those taxes to the rentable square feet of
space in the World Trade Center and will notify the Lessee of the amount of such
allocation.
3. In addition to additional basic rental payable under paragraph 2 above
from and after the commencement date of the letting under the Lease the Lessee
shall pay additional basic rental under the Lease at an annual rate equal to
$0.01 for each $0.01, or major fraction thereof, that the wage rate in effect on
the commencement date of the letting and each wage rate thereafter established
from time to time during the term of the letting exceeds the basic wage rate,
multiplied by the rentable square feet in the premises.
4. If the imposition or allocation of taxes or the establishment of an
annual per rentable square foot factor to be used in computing payments in lieu
of taxes for any tax year or the establishment of a wage rate to be effective
for any period of time is delayed for any reason whatsoever, the Lessee shall
nevertheless continue to pay the additional basic rental at the annual rate then
in effect subject to retroactive adjustments at such time as the taxes are posed
or allocated or the said per rentable square foot factor or wage rate shall have
been established.
5. After imposition and allocation of taxes for any tax year and the
establishment for each tax year of the annual per rentable square foot factor
used in computing payments in lieu of taxes and after the effective date of each
wage rate in excess of the basic wage rate, the Port Authority will compute the
annual rate or rates of additional basic rental payable by the Lessee under
paragraph 2 or 3 above
Page 4 of Schedule A
WTC-OL-1082
and will notify the Lessee of the amounts thereof. Additional basic rental
accruing under paragraph 2 or 3 above shall be computed separately and each
amount thereof shall be payable by the Lessee to the Port Authority in advance
in monthly installments, each installment being equal to 1/12 of the annual rate
except that if at the time the Port Authority gives notice to the Lessee under
this paragraph, additional basic rental shall have accrued for a period prior to
the notice, the Lessee shall pay such additional basic rental in full for such
period, within ten days after such notice.
6. If after an amount of additional basic rental shall have been fixed
under paragraphs 2 or 3 above for any period, taxes are imposed or the amount of
taxes or the annual per rentable square foot factor in regard to payments in
lieu of taxes or the wage rate used for computing such additional basic rental
shall be changed or adjusted, then the additional basic rental payable for that
period shall recomputed and from and after notification of the imposition,
change or adjustment, the Lessee shall make payments based upon the recomputed
additional basic rental and upon demand the Lessee shall pay any excess in
additional basic rental as recomputed over amounts of additional basic rental
theretofore actually paid. If such change or adjustment results in a reduction
in the amount of additional basic rental for any period prior to notification,
the Port Authority will credit the Lessee with the difference between the
additional basic rental as recomputed for that period and amounts of additional
basic rental actually paid.
[signature illegible]
.....................................
FOR THE PORT AUTHORITY
[signature illegible]
.....................................
FOR THE LESSEE
Page 5 of Schedule A
WTC-0L-RIS1589
SCHEDULE B
Routine Office Cleaning
Daily (Five days each week except Saturdays, Sunday, and Holidays
1. Empty and damp wipe ash trays, empty waste baskets. Transport
collected waste from normal daily office operations only to trash handling areas
and removal from the building. Collection and removal of waste different from or
in excess of that from normal daily office operations is not included and shall
be deemed additional cleaning services and requested in accordance with the
provisions of this Schedule.
2. Dust horizontal surfaces of office furniture, equipment, ledges, and
xxxxx.
3. Dust sweep vinyl asbestos floor and/or spot vacuum carpeted surfaces,
if any.
4. Clean and sanitize water fountains.
5. Damp wipe fingerprints, smears, smudges, etc., on door, wall and
partition surfaces.
Weekly (One each week)
6. Dust vertical surfaces of office furniture and equipment.
7. Vacuum entire carpeted floor surfaces.
Quarterly (Once each three months)
8. Wash interior surfaces of exterior window glass.
9. Dust all pictures, frames, charts, graphs, and similar wall hangings,
plus partitions, doors, and door frame surfaces.
X.X.
-----------------------------------
For the Port Authority
Initialled:
S.P.
-----------------------------------
For the Lessee
Schedule B
EXHIBIT R
RULES AND REGULATIONS
FOR THE WORLD TRADE CENTER
1. PERMISSION GRANTED TO USE WORLD TRADE CENTER CONDITIONAL. Permission
granted by the Port Authority directly or indirectly, expressly or by
implication, to any person or persons, to enter upon or use any part of the
World Trade Center, (including lessees and other persons occupying or using
space at the World Trade Center, persons doing business with the Port Authority
or with its lessees or permittees, and all other persons whatsoever whether or
not of the type indicated), is conditioned upon compliance with the Port
Authority Rules and Regulations as from time to time may be changed; and entry
upon or into the World Trade Center by any person shall be deemed to constitute
an agreement by such person to comply with said Rules and Regulations.
2. The Manager of the World Trade Center shall have authority to deny the
use of the World Trade Center to any person violating the said Rules and
Regulations or laws, ordinances or regulations of the United States, the State
of New York or the City of New York.
3. ENTRY RESTRICTIONS. Persons shall use the common areas and facilities in
the World Trade Center solely for purposes of ingress and egress, and no person
shall cause any obstruction of or loiter in any such common area or facility. No
person shall interfere with the safe, orderly flow of vehicular or passenger
traffic. No person shall be permitted to sleep, lie down or sit on the floor,
ledges, platforms, steps or escalators nor erect any unauthorized permanent or
temporary structure at the World Trade Center without the express written
permission of the Manager. In addition, no person shall spit, urinate or
defecate on any part of the World Trade Center other than in a urinal or toilet
intended for that purpose. No person shall enter upon any court or roof area or
parking area unless specifically so authorized by lease, permit, license or
other agreement with the Port Authority. The Port Authority may exclude from
buildings at the World Trade Center, between the hours of 6 p.m. and 8 a.m. and
at all hours on Saturday, Sundays and legal holidays, all persons who do not
present a pass to the World Trade Center. All such passes shall be in such form
as the Manager of the World Trade Center may prescribe from time to time and no
person shall issue passes unless authorized in writing by the Manager to do so.
Any area barricaded, roped off or otherwise restricted, shall be presumed to be
closed to the public, and members of the public are prohibited from entering
said areas without the express permission of the Manager or his designee.
Furthermore, if the Port Authority deems it advisable for security reasons,
occupants of space at the World Center and persons frequently doing business
there shall provide, and their employees shall wear or carry, badges or other
suitable means of identification which shall be subject to the prior approval
of the Port Authority. Each person responsible for issuance of a pass or other
means of identification to another person shall be liable to the Port Authority
for all acts or omissions of such other persons.
4. No person shall xxxxxx or conduct or engage in any game of chance at the
World Trade Center unless such game of chance is permitted by local, state and
federal law and has been approved by the Manager.
5. No person may for commercial use make drawings or take still photographs
or motion pictures within the World Trade Center without permission of the
Manager.
6. No persons other than authorized persons or employees of the Port
Authority in designated areas, shall bathe, shower, shave, launder or change
clothes or remain undressed in any public restroom, sink, washroom on or within
the World Trade Center.
7. AUTHORIZATION REQUIRED FOR COMMERCIAL ACTIVITY, ENTERTAINMENT OR
SOLICITATION OF FUNDS. No person at the World Trade Center, unless duly
authorized in writing by the Port Authority, shall (a) sell, or offer for sale
any articles of merchandise or carry on any other commercial activity; or (b)
solicit any business or trade, or perform or offer to perform any service,
including without limitation thereto the carrying of baggage for hire, the
shining of shoes or bootblacking; or (c) entertain or offer to entertain any
persons by any method including, without limitation thereto, by singing, dancing
or playing any musical instrument or (d) canvass, peddle, or solicit funds for
any purpose.
8. ALCOHOLIC BEVERAGE RESTRICTIONS. No person shall drink or carry any open
alcoholic beverage on any part of the World Trade Center; provided, however,
that this section shall not apply to those premises or areas wherein the
consumption of alcoholic beverages is permitted pursuant to the provisions of a
lease or other written agreement with the Port Authority.
9. PERMISSION REQUIRED FOR POSTING OR DISTRIBUTION OF PRINTED MATTER, ETC.
No person shall post, distribute, exhibit, inscribe, paint or affix (nor shall
any person cause, direct or order the posting, distributing, exhibiting,
inscribing, painting or affixing of) signs, advertisements, circulars, notices,
posters,
Page 1 of Exhibit R
or printed or written or pictorial matter or articles or objects of any kind
at, in, on or to any part of the common areas and facilities of the World
Trade Center without the prior written consent of the Manager of the World Trade
Center. In the event of the violation of the foregoing. the Port Authority may
remove the same without any liability, and may charge the expense and cost
incurred for such removal to the person or persons violating this rule.
10. PROPERTY DAMAGE. No person shall deface, xxxx, break or otherwise
damage any part of the World Trade Center or any property thereat. No person
shall remove, alter or deface any barricade, fence or sign at the World Trade
Center.
11. All persons at the World Trade Center shall exercise the utmost care to
avoid and prevent injury to persons and damage to property. Neither any
inclusion in nor any omission from these Rules and Regulations shall be
construed to relieve any person from exercising the utmost care to avoid and
prevent injury to persons and damage to property.
12. LOST ARTICLES TO BE TURNED OVER TO PORT AUTHORITY. Persons finding lost
articles at the World Trade Center shall turn them over to a Port Authority
policeman or to the office of the Manager, Articles which are not claimed by the
owner within 90 days may be turned over to the finders thereof, unless found by
Port Authority employees.
13. ANIMALS AND PETS, BARRED, EXCEPTION. No person except a police officer
or other person authorized by the Manager of the World Trade Center shall enter
in or upon the World Trade Center with any animal or pet of any kind except a
"seeing eye" dog or an animal properly confined for shipment.
14. REQUESTS FOR PORT AUTHORITY EMPLOYEES TO PERFORM WORK OR SERVICES TO BE
DIRECTED TO MANAGER. No person shall request any Port Authority employee to do
any work or perform any service, but shall make all such requests to the Manager
of the World Trade Center who may not comply with the request unless the person
making the request is entitled to receive the service at the time the request is
made under written agreement with the Port Authority, and each person claiming
to be so entitled shall make known such fact to the Manager when the request is
made.
15. SMOKING, OPERATION OF CUTTING TORCHES AND LIKE DEVICES RESTRICTED. No
person shall smoke or carry lighted cigars, cigarettes, pipes, matches or any
naked flame in any place where smoking is specifically prohibited by signs, and
no person shall operate at the World Trade Center an oxyacetylene torch,
electric arc or similar flame or spark-producing device, xxxx or light a fire or
otherwise create a fire or life/safety hazard on any part of the World Trade
Center. No person shall tamper with or permit to be done anything which may
interfere with the effectiveness or accessibility of any fire prevention,
warning or extinguisher equipment at the World Trade Center nor use the same for
any purpose other than fire fighting or fire prevention. Tags showing date of
last inspection attached to units of fire extinguishing and fire fighting
equipment shall not be removed therefrom.
16. TRANSPORTATION, STORAGE, ETC. OF CERTAIN MATERIALS AND SUBSTANCES
PROHIBITED. No person shall store, keep, carry, handle, use, dispense or
transport at, in or upon the World Trade Center, or bring into the World Trade
Center for any purpose:
(a) any flammable, combustible, explosive, corrosive, oxidizing, poisonous,
compressed or otherwise offensive fluid, gas, chemical substance or material, at
such time or place or in such manner or condition as to endanger unreasonably or
as to be likely to endanger unreasonably persons or property; or
(b) any firearms or any other weapons, except persons carrying firearms
pursuant to and in compliance with law and all licenses, permits, etc. in
connection therewith including such of the following as may be on official duty:
authorized peace officers, post office, customs or express carrier employees or
members of the armed forces of the United States; or
(c) the following radioactive materials;
(1) source material (as defined in Standards for Protection Against
Radiation, promulgated by the Nuclear Regulatory Commission, Title 10, Code
of Federal Regulations, Part 20) including but not limited to uranium,
thorium, or any combination thereof (but not including the "unimportant
quantities of source material" set forth in 10 CFR 40.13);
(2) special nuclear material (as defined in Standards for Protection
Against Radiation, promulgated by the Nuclear Regulatory Commission, Title
10, Code of Federal Regulations, Part 20) including, but not limited to,
plutonium, uranium 233, uranium enriched in the isotope 233 or in the
isotope 235, or any material artificially enriched by any of the foregoing;
(3) nuclear reactor fuel elements that are partially expended or
irradiated;
(4) new nuclear reactor fuel elements;
(5) radioactive waste material; or
Page 2 of Exhibit R
(6) any radioactive material moving under an Interstate Commerce
Commission special permit or Nuclear Regulatory Commission permit and
escort.
17. TAMPERING WITH CONTROLS, EQUIPMENT, ETC. PROHIBITED. No person shall
tamper with or permit to be done anything which may interfere with the
effectiveness or accessibility of any World Trade Center controls, machinery or
equipment including without limitation thereto thermostats, heater valves,
sprinkler valves and devices, or blower motors, and no person shall turn on or
off heating or air cooling controls in the World Trade Center or operate, adjust
or otherwise handle or manipulate any of the aforesaid systems or portions
thereof or operate any other equipment, machinery or other devices installed or
located therein unless expressly authorized in writing by the Port Authority to
do so.
18. OVERLOADING OF UTILITY, MECHANICAL ETC., SYSTEMS PROHIBITED. No person
shall keep, maintain, place or install, use or connect at the World Trade Center
any equipment or engage in any activity or operation at the World Trade Center
which will cause or tend to cause an overloading of the capacity of any
electrical circuit or system or portion of any other utility, mechanical,
electrical, electronic, computerized communication or other systems serving the
World Trade Center, nor do or permit to be done anything which may interfere
with the effectiveness or accessibility of existing and future utility,
mechanical, electrical, electronic, computerized communication or other systems
or portions thereof at the World Trade Center. No person shall in any common
area plug a TV, radio or electrical device into any electrical outlet or connect
any device to any utility at or in the World Trade Center without the express
written approval of the Manager.
19. OBSTRUCTION OF EXPANSION OR CONTRACTION JOINTS PROHIBITED. No person
shall place any furniture, machine or equipment over any expansion or
contraction joint unless one end of such furniture, machine or equipment is free
to permit expansion or contraction.
20. PERMISSION REQUIRED FOR INSTALLATIONS OR OPERATION OF CERTAIN
EQUIPMENT. No person shall install or use at the World Trade Center, except with
the prior written consent of the Manager of the World Trade Center, any air
conditioning unit or equipment, refrigerator, heating or cooking apparatus or
other power-activated equipment or any signal or call system or other
communication systems or equipment or any device which connects to the power or
other lines for signal or communications or other transmissions in any way
whatsoever. No person shall install or operate at the World Trade Center any
device which may in the Port Authority's opinion interfere with or impair any
radio, television or telephone transmission or reception or any other
communication service.
21. PERMISSION REQUIRED TO LAY FLOOR COVERING. No person shall lay any
linoleum, floor tile, carpeting or any other affixed floor covering at the World
Trade Center without the prior written consent of the Manager of the World Trade
Center, and if such consent is given, such directions as the Port Authority may
give as to methods and procedures to be used in the laying and installing of any
such floor covering shall be followed.
22. LOCKS AND KEYS. No person shall place any additional lock of any kind
upon any window or interior or exterior door without the prior written consent
of the Manager and unless a key therefor is delivered to the Port Authority, nor
make any change in any door or window lock or the mechanism thereof, except with
the prior written consent of the Manager. Upon the expiration or sooner
termination of any agreement covering occupancy of space, the occupant shall
surrender to the Port Authority any and all keys to interior and exterior doors
or windows, whether said keys were furnished to or were otherwise procured by
occupants and in the event of the loss of any keys furnished by the Port
Authority the occupant shall pay to the Port Authority the Port Authority's cost
of replacement thereof.
23. OBSTRUCTION OF LIGHT, AIR, HEAT, PASSAGE, ETC, PROHIBITED. No person
shall obstruct or permit the obstruction of light, air or passage in the World
Trade Center or cover or obstruct any elements of the heating, ventilating or
air cooling systems therein. In addition, no person shall place any window
coverings including without limitation thereto, curtains, blinds, shades,
draperies or screens on any exterior window, without the prior written consent
of the Manager of the World Trade Center, but all occupants of space shall
provide and install, at their expense, such draperies as the Port Authority may
in its discretion require or approve, and all occupants of space shall keep the
draperies closed whenever the sun is shining on the windows.
24. APPROVAL REQUIRED FOR CERTAIN SERVICE CONTRACTS. No person shall
purchase and contract for spring water, ice, waxing, rug shampooing, draperies,
towels, cleaning, glass washing, furniture polishing, lamp servicing, cleaning
of electric fixtures, removal of waste paper, rubbish and garbage, or other
like services at the World Trade Center except from contractors, companies or
persons approved by the Port Authority.
25. MEASURES REQUIRED TO ELIMINATE DAMAGING VIBRATIONS. All persons in
their operations and use of space at the World Trade Center shall take all
reasonable measures to eliminate vibrations tending to damage any part of the
World Trade Center.
Page 3 of Exhibit R
26. OBJECTIONABLE NOISE PROHIBITED. No person shall make, continue, cause
or permit to be made or continued, any objectionable or disturbing noises or
disturb or interfere with occupants of the World Trade Center or neighboring
buildings or premises, whether by the use of any loudspeaker or other amplifying
device, musical instrument, radio, talking machine, television, unmusical noise,
whistling, singing, or in any other way. Nothing in this section shall affect
the right of the Port Authority in its sole discretion to authorize commercial
activity, entertainment or solicitation of funds.
27. ACT OR OMISSIONS RESULTING IN FILING OF LIENS PROHIBITED. No person
shall door omit to do anything which may be grounds for the filing of any
mechanic or other lien against the World Trade Center or any part thereof.
Nothing herein shall be deemed to be a consent by the Port Authority to any such
lien or the filing thereof or any implication that such lien would be valid or
enforceable against the Port Authority or its property, but if such lien is
filed, notwithstanding that it may be groundless or unenforceable, the Port
Authority may take such steps as may be required to remove it including payment
of any debts alleged to be owed by any person and such person shall pay the Port
Authority the Port Authority's cost thereof upon demand.
28. NAME OF PERSONS TO BE NOTIFIED IN EVENT OF EMERGENCY TO BE FILED. Each
occupant of space at the World Trade Center shall file with the Port Authority
the name, address, and telephone number of at least two authorized
representatives to be notified in the event of an emergency.
29. DOOR, WINDOWS TO BE LOCKED AND UTILITY SERVICES TURNED OFF UPON
LEAVING. All occupants of space at the World Trade Center shall, before leaving
the same at any time, close and lock all entrance door therein and turn off all
utility services controllable by the occupant.
30. USE OF PREMISES FOR LODGING, SLEEPING OR IMMORAL PURPOSES PROHIBITED.
No occupant of space at the World Trade Center shall use the same for lodging or
sleeping purposes or for any immoral purposes.
31. USE OF PREMISES DURING OTHER THAN NORMAL BUSINESS HOURS. When an
occupant of space at the World Trade Center intends to occupy the space during
hours other than normal business hours, the occupant shall make a request, in
writing, for such of those services which the occupant is entitled to receive
during normal business hours as the occupant may desire during hours other than
normal business hours, each such request to be made by 4 p.m. of the last
business day before each day during which the services are desired. Such
services will be provided and paid for by the occupant in accordance with the
schedule of rates established by the Port Authority from time to time and the
occupant agrees that the Port Authority has made no representations or
warranties that the premises will be habitable or usable by the occupant during
other than normal business hours unless the aforesaid services are requested in
advance by the occupant. An occupant of any space at the World Trade Center
shall advise the Manager of the World Trade Center one day in advance of any
occasion when the space he occupies will not be occupied during normal business
hours because of vacations or special holidays.
32. SIDEWALKS, OPEN AREA, ETC. TO BE KEPT FREE FROM SNOW, ICE, DIRT AND
RUBBISH. All persons occupying at the World Trade Center any space which has an
entrance or exit opening out on a sidewalk or other open area, shall keep all
sidewalks, open areas, curbs, lobbies, vestibules and steps adjacent to such
space free from snow, ice, dirt and rubbish.
33. ABANDONMENT OF PROPERTY PROHIBITED. No person shall abandon any
property at the World Trade Center. Nor shall any person for himself, herself or
another store either temporarily or permanently any personal property at any
part of the World Trade Center without the approval of the Manager of the World
Trade Center. No person shall store bundles, paper, cloth, cardboard or any
other material in solid, liquid or gas form that could in any way pose a fire or
life/safety hazard or obstruct or hinder passage without the express, written
approval of the Manager.
34. ACCUMULATION AND DISPOSAL OF GARBAGE, DEBRIS, WASTE, ETC. RESTRICTED.
No person shall allow any garbage, debris, or other waste materials (whether
solid or liquid) to collect or accumulate at the World Trade Center and each
person shall be responsible for the removal from the World Trade Center of all
garbage, debris and other waste materials (whether solid or liquid) arising out
of that person's operations or occupancy or use of space at the World Trade
Center. All persons shall use extreme care when effecting removal of all such
waste and in no event shall any person use for such purpose any facilities of
the Port Authority without the prior consent in writing of the Manager of the
World Trade Center. All persons shall effect such removal only during such
hours and by such means as are prescribed by the Manager of the World Trade
Center. No person shall use the water closets, wash bowls or other plumbing
fixtures for any purposes other than those for which they were designed, and
no persons shall throw therein any improper articles or substances (whether
liquid or solid) including without limitation thereto garbage, refuse,
sweepings, rubbish, rags, ashes or litter. No person shall drop or throw
anything out of the doors, windows or down the passageways or into any
ventilating or elevator shaftway, stairwell or other openings. The cost of
correcting any condition or repairing any damage resulting from misuse of
fixtures or facilities or from other actions prohibited herein shall be borne
by the persons who, or whose officers, employees, representatives, agents,
contractors or invitees, have caused the same.
Page 4 of Exhibit R
35. TRASH REMOVAL. All persons at the World Trade Center are responsible
for providing for their own trash removal to a compactor provided by the Manager
for this purpose. No other method of trash disposal is permitted without the
express written consent of the Manager.
36. MOVEMENT OF INVENTORY, SUPPLIES, EQUIPMENT, FURNISHINGS, ETC.
RESTRICTED. No person shall move inventory, merchandise, supplies or materials,
fixtures, equipment, furnishings, or bulky articles of any kind, including
without limiting the generality thereof, desks, chairs, tables, safes, cabinets,
shelves, business machines, fans or floor coverings, to or from any space at the
World Trade Center except with the prior written consent of the Manager of the
World Trade Center and during such hours on such days as may be prescribed by
the Manager of the World Trade Center. In no event will consent be given unless
the person employed or under contract to perform such moving is competent and
responsible and at least 24 hours' notice of the person's desire to have such
moving performed has been given in writing to the Manager of the World Trade
Center. No person shall use hand trucks in the passenger elevators or shall use
the passenger elevators to transport freight or bulky packages of any type
without the written consent of the Manager of the World Trade Center.
37. RIGHT RESERVED TO INSPECT FREIGHT, ARTICLES, PACKAGES, ETC. BROUGHT IN
OR OUT. The Port Authority reserves the right to inspect all freight and other
articles including hand-carried packages brought into or out of the World Trade
Center and to exclude therefrom all articles which violate any of these Rules
and Regulations, and to require the occupants of space and others regularly
doing business at the World Trade Center to issue package passes (in such form
as may be approved by the Port Authority) for packages being carried to or from,
or from one location to another within the World Trade Center.
38. ELEVATOR SERVICE.
(a) Non-exclusive automatic passenger elevator service will be operated
during normal business hours.
(b) Minimal passenger elevator service will be available at times other
than normal business hours for persons who may have business in the World Trade
Center during such times and whose presence in the World Trade Center is duly
authorized in the manner the Port Authority prescribes.
(c) Freight elevators and truck docks will be available for routine
movements during normal business hours. Notice must be given within normal
business hours to the Manager of the World Trade Center at least 24 hours in
advance in the event freight elevator service is desired which cannot be
accommodated as a routine movement or during normal business hours. The person
requesting the same will pay the cost for this extra freight elevator service in
accordance with the schedule of rates established by the Port Authority from
time to time. Persons for whose account property is being delivered or picked up
at the truck docks shall arrange for such delivery or pick-up to be made only at
such place or places as may be designated by the Port Authority for such
purposes and shall arrange for the handling and movement of the property in such
a way that it will be removed from the truck docks immediately upon its arrival
there, and such persons shall not allow any property to be placed or transported
at any time in any common area or facility at the World Trade Center unless the
area or facility is one which the Manager has designated as a proper area or
facility for that type of property or transportation or to remain therein for a
longer time than is necessary to transport it to its destination. The Port
Authority will not be responsible for the custody, security, handling or
movement of property while at the truck docks or on the freight elevators or
while en route to or from either of the same and the person for whose account
property is being delivered or picked up at the truck docks or is being
transported on, to or from freight elevators shall make all arrangements for
loading, unloading, handling and movement of the property and its security,
including keeping the property attended at all times. Property may be moved
within the World Trade Center solely by suitable vehicles of the indoor
industrial xxxxxxx type with rubber tire and side guards and by way of such
routes as the Manager may designate from time to time.
39. OPERATION OF ELEVATORS BY PERSONS OTHER THAN PORT AUTHORITY EMPLOYEES
PROHIBITED. No person other than employees of the Port Authority, or their
designees, shall operate any freight elevator or passenger elevator (except for
the operation in automatic passenger elevators of such controls as are designed
for use by passengers) at the World Trade Center.
40. USE OF ELEVATOR, ESCALATORS AND LOADING DOCKS RESTRICTED.
(a) Passenger elevators and escalators may not be used to carry
freight.
(b) The use of any escalator, elevator, private right-of-way or truck
loading dock at the World Trade Center will be subject to the direct control of
the Manager.
(c) No unauthorized person shall cause an elevator or escalator to stop
by means of any emergency stopping device unless continued operation would
appear to result in probable injury to a person or persons. Any such stopping
should be reported immediately to the Manager.
41. VEHICULAR TRAFFIC RESTRICTED. No person shall (nor shall any occupant
of space at the World Trade
Page 5 of Exhibit R
Center permit its officers, employees, agents, representatives of other persons
who are connected with or are doing business with such occupant or who are at
the World Trade Center for the purpose of visiting such space to operate any
automotive or other vehicle (including skateboard, rollerskates or bicycle,
scooter or any self-propelled vehicle or device) in any area of the World Trade
Center not designated for such use or operate the same in any vehicular roadway,
parking area, public area or street in or adjacent to the World Trade Center, or
park or allow any vehicle to stand in any such roadway, area or street except in
accordance with such signs, speed limits, lights, signals, pavement markings,
directions, laws, ordinances, rules and regulations (of the Port Authority or of
such other agency, municipality or other governmental authority having
jurisdiction) as may be in force from time to time. No person shall park
vehicles except in those portions of the parking area designated for that
purpose by the Port Authority and except upon payment of such parking fees and
charges as may from time to time be prescribed and if specific space is assigned
to that person then only in the space so assigned. In the event that a person
shall park in any space other than the specific space assigned to that person
then that person shall pay to the Port Authority upon demand $25 per day per car
parked in any area other than those designated.
42. DISABLED, ABANDONED OR ILLEGALLY PARKED VEHICLES SUBJECT TO REMOVAL.
The Manager may remove from any area at the World Trade Center any vehicle
which is disabled, abandoned, parked in violation of these Rules and
Regulations, or which presents an operational problem to any area at the World
Trade Center at the operator's or owner's expense and without liability for
damage which may result in the course of such moving.
43. OPERATION OF MOTOR VEHICLES. No person shall operate a vehicle at the
World Trade Center in a careless or negligent manner or in disregard of the
rights and safety of others or without due caution or circumspection or at a
speed in excess of speed limits posted in the area where the vehicle is being
operated, or in any event at a speed in excess of fifteen (15) miles per hour,
or at any speed or in a manner which endangers unreasonably or is likely to
endanger unreasonably persons or property or while the driver thereof is under
the influence of intoxicating liquor or any narcotic or habit-forming drug or if
such vehicle is so constructed, equipped or loaded as to endanger unreasonably
or be likely to endanger unreasonably persons or property or unless (a) the
driver thereof is duly authorized to operate such vehicle on State or municipal
highways; and (b) such vehicle is registered in accordance with the provisions
of law.
44. DUTY OF DRIVER OF VEHICLE INVOLVED IN ACCIDENTS. The driver of any
vehicle involved in an accident at the World Trade Center results in injury or
death to any person or damage to any property shall immediately stop such
vehicle at the scene of the accident, render such assistance as may be needed,
and give his name, address, and operator's license and registration number to
the person injured or to any officer or witnesses of the accident. The operator
of such vehicle shall make a report of such accident in accordance with the law
of the State of New York.
45. DEFINITIONS. As used in these Rules and Regulations:
(a) "Holidays" or "legal holidays" shall mean and include the following
days in each year: the first day of January, known as New Year's day: the third
Monday in January, known as Xxxxxx Xxxxxx Xxxx Xx. day; the twelfth day of
February, known as Lincoln's birthday; the third Monday in February, known as
Washington's birthday; the last Monday in May, known as Memorial day; the fourth
day of July, known as Independence day; the first Monday in September, known as
Labor day; the second Monday in October, known as Columbus day; the eleventh day
of November, known as Veteran's day; the fourth Thursday in November, known as
Thanksgiving day; and the twenty-fifth day of December, known as Christmas day,
and if any of such days is Sunday, the next day thereafter; and each general
election day in the State of New York; and such other or different days or dates
as are declared "holidays" or "legal holidays" under the laws of the State of
New York or as may hereafter be so declared.
(b) "Normal business hours" shall mean 8 a.m. to 6 p.m. Mondays to Fridays
inclusive, legal holidays excepted.
(c) "Person" or "persons" shall mean and include natural persons,
corporations and other legal entities, whether foreign or domestic, sovereign
states and governments, governmental and quasi-governmental authorities,
bureaus, agencies, boards and other units of governments, and partnerships,
firms, companies, joint ventures and unincorporated associations. All persons
shall be responsible for the acts or omissions of their officers, members,
employees, agents, representatives, contractors, customers, guests, invitees and
those doing business with them.
(d) "Manager" or "Manager of the World Trade Center" shall mean the person
or persons from time to time designated by the Port Authority to exercise the
the powers and functions vested in the said Manager by these Rules and
Regulations and shall include a temporary or acting Manager of the World
Trade Center and his duly designated representative or representatives.
(e) "Common areas and facilities" shall mean and include, without limiting
the generality thereof, entrances, exits, lobbies, toilets, passages, halls,
corridors, courts, plazas, vestibules, stairways and elevators, escalators and
other areas and facilities of or the movement of persons and/or property.
Page 6 of Exhibit R
WTC-OL 92567.3
(Port Authority Acknowledgment)
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On the 15th day of April, 1996, before me personally came Xxxxxxx X.
Xxxxxxx to me known, who, being by me duly sworn, did depose and say that he
resides in 000 Xxx Xxxxx 000 Xxx Xxxx, XX 00000; that he is the Dir., World
Trade Department of The Port Authority of New York and New Jersey, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that is was so affixed by order of the Commissioners of
said corporation; and that he signed his name thereto by like order.
/s/ Xxxxxxx Xxxxx
--------------------------------
XXXXXXX XXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Kings County
Commission Expires Jan. 4, 1997
(Corporate Acknowledgment)
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On the 28 day of March, 1996, before me personally came Xxxxx Xxxxxx to me
known, who, being by me duly sworn, did depose and say that he resides in 140
??????? Xx. Xxxxxx Island, N.Y. 10304; that he is the President of Globus Food
Systems International Corp., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.
/s/ Xxxxxx Xxxxxxxx
--------------------------------
XXXXXX XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires June 12, 1997
