Exhibit 10.51


 


LEASE NO.:X8288


 


LEASE RENEWAL AND AMENDMENT AGREEMENT


 


LEASE RENEWAL AGREEMENT (the “Agreement”)
made as of this 15th day of December, 2016, by and between 250 LIVINGSTON OWNER, LLC, successor-in-interest to NPMM
Realty, Inc., having an office at 4611 12th Avenue, Brooklyn, New York 11219 (hereinafter designated as "Landlord"),
and THE CITY OF NEW YORK, a municipal corporation acting through the Department of Citywide Administrative Services, with
an address at 1 Centre Street, 20th Floor North, New York, New York 10007.


 


WITNESSETH


 


WHEREAS, this Agreement is subject to
public hearing and Mayoral approval pursuant to Section 824(a) of the New York City Charter, said hearing to be scheduled subsequent
to the execution by the Landlord of this Agreement; and


 


	FINAL	REVIEWED BY 	 	 
	September 19, 2016	Attorney _______________________	Date 	10/22/16
	 	Negotiator  ___________________________	Date 	9/22/16
	 	Asst. Comm., A & L, Asset Mgmt. _________	Date 	10/26/16
	 	Director/Asst. Director, Design & Project
    Mgmt. N/A 	Date	 
	 	Asst. Comm., D & PM, Asset Mgmt.______________ 	Date	 


 




     


     


    

 


WHEREAS, this Agreement may be executed
by the Deputy Commissioner of the Department of Citywide Administrative Services after public hearing and Mayoral approval pursuant
to Section 824(a) of the New York City Charter and subject to approval as to form by the Corporation Counsel of the City of New
York; and


 


WHEREAS, Tenant and NPMM Realty
Inc., Tenant’s predecessor-in-interest entered into a Lease dated as of January 1, 1997 (the "Lease")
relating to a portion of the 1st, 2nd and 3rd floors floor at 250 Livingston Street (Block
165, Lot 22) in the Borough of Brooklyn, a copy of which Lease is annexed hereto as
Exhibit "A", which Lease was renewed by written notice given December 28, 2010; and


 


WHEREAS, the term of said Lease, as renewed,
is to expire on December 31, 2016; and


 


WHEREAS, the Landlord by resolution duly
adopted, authorized the execution of this Agreement by one of its members.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions hereinafter set forth, the parties hereto hereby agree as follows:


 


1.    All capitalized terms shall have the meaning
ascribed to them in the Lease, unless otherwise defined herein. Landlord and Tenant agree that the amount of rentable space being
leased hereby shall be deemed to consist of 106,999 rentable square feet.


 


2.    The term of the Lease
as set forth in Article 1 of the Lease, scheduled to expire on December 31, 2106, is hereby renewed for a period commencing on
January 1, 2017, and expiring on midnight of August 22, 2020 (the "Renewal Term").


 


3.    (a) During the Renewal
Term, the Tenant’s share of Operating Expenses and Taxes, as such terms are defined in the Lease, shall be calculated as
currently provided for in Article 5 of the Lease.


 




    	 	– 2 –	 



     


    

 


4.    The annual “Base Rent”, as
defined in the Lease, shall be at the rate of Four Million Two Hundred Seventy-Nine Thousand Nine Hundred and Sixty Dollars and
No Cents ($4,279,960.00) per annum (Three Hundred Fifty-Six Thousand Six Hundred and Thirty-Three Dollars and Fifty-Six Cents $356,663.56
per month) for the Renewal Term.


 


5.    Landlord shall pay all taxes, assessments,
water rates and sewer rents levied against said premises or that may be liens thereon (and Tenant shall reimburse Landlord for
its proportionate share of Real Estate Taxes (as said term is defined in the Lease), in the manner provided in the Lease. Should
Landlord fail to pay said taxes, assessments, water rates and sewer rents, then Tenant, in addition to any and all other remedies
it may have, may apply any rent due or that may become due and payable under this Lease to the payment of said taxes, assessments,
water rates and sewer rents and so long as any of such items are unpaid, no action or proceeding may be maintained by Landlord
against Tenant for nonpayment of rent. Nothing contained herein shall change Tenant’s obligation to reimburse Landlord for
its proportionate share of Taxes as set forth in Article 5 of the Lease.


 


6.    Article 4 of the Lease is hereby deleted
so that Tenant shall have no right to terminate the Lease.


 


7.    (a) Article 5 of the Lease shall be amended
so that a subsection A. 1 (I) (8) is added thereto to read as follows:


 


		(8)	Energy Efficient Capital Improvement(s) defined in subsection
                                         III below to the extent and in the manner specified therein but not if
                                         said Energy Efficient Capital Improvement(s) are part of the Work performed under Article
                                         7 as stated in subsection III (iii) below.



 




    	 	– 3 –	 



     


    

 


(b) Article 5, Subsection II (13) of the Lease
is hereby deleted and replaced by the following: The cost of any alterations, additions, changes, replacements and other items
which under generally accepted accounting principles consistently applied(“GAAP”) are properly classified as capital
expenditures, excepting only (A) Energy Efficient Capital Improvements(s) as defined and permitted in subsection III
below and (B) such other capital expenditures which shall be made for replacements of Building equipment and property, the
repair cost of which would exceed fifty percent (50%) of the cost of replacement and, accordingly, the Landlord reasonably determined
the cost of repair warrants replacement thereof in lieu of repair, and such allowable expenditures shall be included on a straight
line basis to the extent such items are amortized over their useful life in accordance with GAAP. Landlord shall furnish Tenant
with reasonable evidence confirming both the repairs and the replacement cost referred to herein;


 


Article 5 of the Lease is hereby amended to add the following
subsection:


 


III. Capital Improvement(s) Intended to Improve
Energy Efficiency, as defined in (i) (a) of this subsection III and to the extent permitted in (ii)
of this subsection III, shall also be included in Operating Expenses, as follows.


 


(i)  For the purposes
of this subsection III only, the following definitions shall apply:


 


(a) “Energy Efficient Capital Improvements)”
or “EECI” shall mean any alteration, addition, change, repair or replacement (whether structural or nonstructural)
made by Landlord in or to the Building or the common areas or equipment or systems thereof which, under generally accepted accounting
principles consistently applied, is properly classified as a capital expenditure; and which capital expenditure, as certified
in writing by the Independent Engineers defined in paragraph (d) below, will reduce the Building’s consumption of electricity,
oil, natural gas, steam, water or other utilities. The aggregate costs of any Energy Efficient Capital Improvement shall be deemed
to include, without limitation, architectural, engineering and expediting fees, legal, consulting, inspection and commissioning
fees actually incurred in connection therewith, but shall be deemed to exclude actual or imputed financing costs in connection
therewith; provided, however, the costs of such Energy Efficient Capital Improvement shall be deemed reduced by the amount of
any NYSERDA or similar government incentives for energy efficiency improvements actually received by Landlord to defray the costs
of such Energy Efficient Capital Improvement, and shall further be reduced by any energy efficiency tax credits or similar energy
efficiency-based tax incentives actually accruing to Landlord as a result of such Energy Efficient Capital Improvement.


 




    	 	– 4 –	 



     


    

 


		(b)	“EECI Base Year” means each calendar year
                                         in which the EECI is completed and placed in service by Landlord.



 


		(c)	“Comparison Year” means each calendar year
                                         subsequent to the EECI Base Year.



 


		(d)	“Independent Engineers” means two (2) engineers
                                         selected by Landlord and approved by Tenant. From time to time, but not more than once
                                         during any period of twelve (12) consecutive months, Landlord and Tenant may each recommend
                                         two or more independent professional engineers, licensed by the State of New York, for
                                         inclusion on the list. Any such recommendations by Landlord or Tenant shall be subject
                                         to the written approval of the other party, which approval shall not be unreasonably
                                         withheld.



 


		(e)	“Simple Payback Period” shall mean the length
                                         of time (expressed in months) obtained by dividing (x) the aggregate costs of any such
                                         Energy Efficient Capital Improvement by (y) the anticipated annual savings in utility
                                         costs (which shall be the average of the determinations by the two Independent Engineers
                                         of such annual savings) includable in Operating Expenses (the “Projected Annual
                                         Savings”). By way of example, if the aggregate costs of such Energy Efficient Capital
                                         Improvement is $2,000,000 and the Projected Annual Savings are $500,000 per annum, then
                                         the Simple Payback Period for such Energy Efficient Capital Improvement is forty-eight
                                         (48) months. The Projected Annual Savings and the Simple Payback Period shall be certified
                                         in writing by the Independent Engineers.



 


		(ii)	Commencing with the first Comparison Year following the EECI Base Year and for each Comparison Year thereafter for the duration
of the Simple Payback Period, Landlord may include in Operating Expenses a portion of the aggregate costs of such Energy Efficient
Capital Improvement equivalent to eighty percent (80%) of the Projected Annual Savings, so that the aggregate costs of such Energy
Efficient Capital Improvement will be fully amortized over one hundred twenty-five percent (125%) of the Simple Payback Period.
By way of example, if the aggregate costs of such Energy Efficient Capital Improvement is $2,000,000, the Projected Annual Savings
are $500,000 and the Simple Payback Period for such Energy Efficient Capital Improvement is forty- eight (48) months, then Landlord
may include $400,000 of the aggregate costs of such Energy Efficient Capital Improvement (i.e., an amount equivalent to 80% of
the Projected Annual Savings) in Operating Expenses for five consecutive Comparison Years (i.e., sixty (60) months or 125% of the
Simple Payback Period).



 




    	 	– 5 –	 



     


    

 


		(iii)	Notwithstanding anything to the contrary contained herein or elsewhere in this Article or the Lease, in no event shall any
of the Work performed under Article 7, even if otherwise deemed to be an Energy Efficient Capital Improvement(s), be included in
Operating Expenses.



 


8.    Tenant shall continue
to provide the services listed in Article 11 of the Lease, as set forth therein.


 


9.    Article 22 of the
Lease shall be amended so that NPMM Realty, Inc. and its address are deleted and the first addresses for notice for Tenant shall
now read as follows:


 


DEPUTY CHIEF ASSET MANGEMENT OFFICER/LEASING


New York Department of Citywide Administrative
Services


Asset Management


1 Centre Street, 20th Floor


New York, N.Y. 10007


 


and


 


DIRECTOR


Lease Space Management & Enforcement


New York City Human Resources Administration


250 Church Street, 14th Floor, Room
1426


New York, New York 10013


 


10.  Article 26 (A) of the lease is
amended to state the date of the most current asbestos report for the Demised Premises, namely September 19, 2016.


 




    	 	– 6 –	 



     


    

 


11.  Landlord warrants and represents
that (a) it is the owner in fee of the Building, the Demised Premises, and the real property on which they are located and is empowered
and authorized to lease said premises as provided herein.


 


(b)      The member of the limited liability company
who owns the premises is as follows: Berkshire Equity LLC.


 


(c)      Landlord hereby warrants that it is not
in default of any obligation to the City of New York, nor is Landlord, its officers, principals or stockholders a defendant in
any action instituted by the City.


 


Any misrepresentation by
Landlord with regard to the foregoing warranties shall constitute a basis for rescission of this lease agreement.


 


12.  All other
terms, conditions, covenants, representations and warranties of the Lease not inconsistent herewith shall remain unchanged and
in full force and effect during the renewal of the Term of the Lease and are hereby ratified, confirmed and incorporated herein.


 


(Signatures On Next Page)


 




    	 	– 7 –	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Renewal Agreement as of the day, month and year first above written.


 


	 	250 LIVINGSTON OWNER LLC,
	 	Landlord
	 	 	 
	 	By:	/s/ David Bistricer
	 	 	Name: David Bistricer 
	 	 	Title:
	 	 	 
	 	THE CITY OF NEW YORK,
	 	Tenant
	 	 	 
	 	By:	/s/
    Ricardo E. Morales
	 	 	Ricardo E. Morales
	 	 	Deputy Commissioner
	 	 	Department of Citywide
	 	 	Administrative Services


 


	Approved as to form:	 
	 	 
	 	 
	Acting Corporation Counsel	 
	NOV 22 2016	 


 




    	 	– 8 –	 



     


    

 


	STATE OF NEW YORK	)
	 	     SS:
	COUNTY OF	)


 


On this 7th
day of November, 2016, before me personally came DAVID BISTRICER to me known to be the person described in and who executed
the foregoing instrument and (s)he acknowledged to me that (s)he executed the same.


 


	 	/s/ Jeffrey
    A. Kunin
	 	Jeffrey A. Kunin
	 	Notary Public, State of New York
	 	No. 30-4955985
	 	Qualified in Nassau County
	 	Commission
    Expires Sept. 11, 2017


 


	STATE OF NEW YORK	)
	 	     SS:
	COUNTY OF NEW YORK	)


 


On this 15th day of December,
2016, before me personally came Ricardo E. Morales to me known to be the Deputy Commissioner of the Department of Citywide
Administrative Services of the City of New York, the person described in and who executed the foregoing instrument and he acknowledged
to me that he executed the same.


 


	 	/s/  JEFFREY
    A. MEDETSKY
	 	JEFFREY A. MEDETSKY
	 	Notary Public,
    State of New York 
	 	No. 02ME4806525
    
	 	Qualified in Kings
    County 
	 	Commission Expires
    April 30, 2018


 




    	 	– 9 –	 



     


    

 


Wednesday,December 7, 2016                                                                                                                                                                        9




 


Upon one hundred and eighty (180) days prior
notice, the proposed lease may be terminated by the Tenant at anytime after the fifth (5th) full lease year following
Substantial Completion.


 


The Landlord shall prepare final plans and
make alterations and improvements in accordance with plans and specifications attached to the lease. The alterations and improvements
consist of Tenant Work. The total cost of the Tenant Work shall not exceed $990,906.44 and the Tenant shall reimburse the Landlord
for Tenant Work, to be disbursed upon the substantial completion of the alterations and improvements.


 


Close the Hearing.


 


BOROUGH OF BROOKLYN


 


No. 4


 


R – 00227


 


PUBLIC HEARING, pursuant to the provisions of Section 824
of the New York City Charter, as submitted by the Department of Citywide Administrative Services, Asset Management, hereby authorizes
a lease renewal and amendment agreement for the City of New York, as tenant, of approximately 106,999 rentable square feet on the
first through third floors of the building located at 250 Livingston Street (Block 165, Lot 22) in the Borough of Brooklyn for
the Human Resources Administration to use as an office, or for such other use as the Commissioner of the Department of Citywide
Administrative Services may determine.


 


The proposed lease renewal shall be for the
term January 1, 2017 through August 22, 2020 at an annual rent of $4,279,960.00, payable in equal monthly installments at the end
of each month.


 


The Tenant shall have no termination rights.


 


Close the Hearing.


 


BOROUGH OF QUEENS 


 


No. 5


 


R-00226


 


PUBLIC HEARING, pursuant to the provisions
of Section 824 of the New York City Charter, as submitted by the Department of Citywide Administrative Services, Asset Management,
hereby authorizes a Lease for the City of New York, as Tenant, of approximately 27,714 square feet of space consisting of 20,096
square feet of interior space and 7,618 square feet of exterior parking lot area, in a building located at 219 Beach 59th
Street (Block 15900, Lot 8) in the Borough of Queens for the Human Resources Administration to use as an office, or for such other
use as the Commissioner of the Department of Citywide Administrative Services may determine.


 




     


     


    

 


THE MAYOR 


CITY OF NEW YORK 


December 7, 2016 


CALENDAR NO. 4


 


WHEREAS, a lease renewal and amendment
agreement for the City of New York, as tenant, of approximately 106,999 rentable square feet on the first through third floors
of the building located at 250 Livingston Street (Block 165, Lot 22) in the Borough of Brooklyn for the Human Resources Administration
to use as an office, or for such other use as the Commissioner of the Department of Citywide Administrative Services may determine;


 


WHEREAS, the proposed lease renewal
shall be for the term January 1, 2017 through August 22, 2020 at an annual rent of $4,279,960.00, payable in equal monthly installments
at the end of each month;


 


WHEREAS, the Tenant shall have no termination
rights;


 




     


     


    

 


WHEREAS, there is no City-owned property or space in buildings
under lease or license to the City that can be utilized to provide the space required by this Agency and the rent is fair and
reasonable;


 


WHEREAS, the Office of Management and Budget has notified
the Department of Citywide Administrative Services that funds for the rental of these premises will be provided when needed;


 


WHEREAS, as certified below, a duly noticed Real Property
Public Hearing in the matter of a lease renewal and amendment pursuant to Section 824 of the City Charter, was held and closed
by the Mayor on December 7, 2016, (Cal. No. 4). At such hearing no testimony was offered;


 


WHEREAS, the Hearing was closed without amendment;


 


WHEREAS, a lease has been executed by the Landlord;


 


CERTIFICATION by the Mayor’s Office of Contract Services/Public
Hearing Unit of the actions at and final disposition of the Real Property Public Hearing held on December 7, 2016 (Cal. No. 4);


 


	Jacqueline Galory	 	Hearing Secretary	 	December 9, 2016
	Name	 	Title	 	Date


 


NOW, after due consideration, the Mayor
hereby authorizes the Department of Citywide Administrative Services, Asset Management, to lease the property described herein
in accordance with the terms of a lease described in the Calendar of Public Hearings on Real Property Acquisition and Disposition
dated December 7, 2016 (Cal. No. 4). The relevant portions of the Calendar are annexed hereto.


 


	Date:	12/9/16	 	/s/ Michael Owh
	 	 	 	Michael Owh, Director 
	 	 	 	Mayor's Office of Contract Services


 




    	 	(2)	 



     


    

 


AFFIRMATION


 


The
undersigned Landlord, Lessor, Licensor or Optionor affirms and declares that said Landlord, Lessor, Licensor or Optionor is not
in arrears to the City of New York upon debt, contract or taxes and is not a defaulter, as surety or otherwise, upon obligations
to the City of New York, and has not been declared not responsible, or disqualified, by any agency of the City of New York, nor
is there any proceeding pending relating to the responsibility or qualification of the proposer or bidder to receive public contracts
except


	 
	 
	Full name of
    Landlord, Lessor, Licensor or Optionor:
	250
    LIVINGSTON OWNER LLC



	Address	Po
    Box 407


 


	City	BROOKLYN	 	State	NY	 	Zip
    Code	11219


 


CHECK ON BOX AND INCLUDE APPROPRIATE NUMBER


 


	 ̈  A
    -	Individual or Sole Proprietorship*	 
	 	SOCIAL SECURITY NUMBER	 
	 	 	 


 


	þ  B
-




	Partnership, Joint Venture
    or other unincorporated Organization 	 
	 LLC	EMPLOYER IDENTIFICATION NUMBER	 
	 	46
    - 1449451	 


 


	 ̈  C
    -	Corporation	 
	 	EMPLOYER IDENTIFICATION NUMBER	 
	 	 	 
	 	 	 


 


	 /s/ DAVID BISTRICER	 
	Slgnature of an Officer or Duly Authorized
    Representative	 


 


	DAVID
    BISTRICER	 	11/7/16
	Title and Printed
    Name of Signatory	 	Date


 


If a corporation place seal here:


 


		*	Under the Federal Privacy Act the furnishing of Social Security
                                         Numbers by Individuals on City contracts is voluntary. Failure to provide a Social Security
                                         Number will not result in an individual’s disqualification. Social Security Numbers
                                         will be used to identify Landlords, Lessors, Licensors or Optionors, to ensure their
                                         compliance with laws, to assist the City in enforcement of laws, as well as to provide
                                         the City a means of identifying businesses which seek City contracts.



 


	 	 	 
	FOR DCAS ONLY:	 	 
	 	 	 
	Agency	Address	IPIS Number


 






     


     


    

 


  




     


     


    

 


EXHTBTT “A”


LEASE


 




     


     


    

 


LEASE N0. X7433


 


LEASE BETWEEN


 


THE CITY OF NEW YORK

DEPARTMENT OF CITYWIDE
ADMINISTRATIVE SERVICES

1 CENTRE STREET, 20TH FLOOR NORTH

NEW YORK, NEW YORK 10007


 


&


 


NPMM REALTY INC.


 


C/O BANK OF TOKYO-MITSUBISHI TRUST COMPANY


100 BROADWAY, 15TH FLOOR


NEW YORK, NEW YORK 10005


 





 



 


Premises: 240-250 Livingston Street (Block 165,
Lot 22),


Borough of Brooklyn


Approximately 79,424 square feet of space


to be used by the


Human Resources Administration


 





 



 


****


 


	 	Date Prepared__________________	 	 
	 	Review by: Attorney  _________	 	Date	6/20/97
	 	Architect  ___	 	Date	6/9/97
	 	Negotiator  ________	 	Date	6/11/97
	 	 	 	 
	 	SENT TO LANDLORD ___________	 	Date	 


 


FINAL


FEBRUARY 28, 1997


240 LIVINGSTON STREET


 




     


     


    

 


INDEX


 


	ARTICLE	1	TERM 	PAGE	3
	 	 	 	 	 
	ARTICLE	2	RENT 	PAGE	4
	 	 	 	 	 
	ARTICLE	3	OPTION TO RENEW 	PAGE	5
	 	 	 	 	 
	ARTICLE	4	OPTION TO TERMINATE	PAGE	5
	 	 	 	 	 
	ARTICLE	5	TAX AND OPERATING EXPENSE ESCALATIONS 	PAGE	6
	 	 	 	 	 
	ARTICLE	6	LANDLORD'S INTEREST IN PREMISES	PAGE	15
	 	 	 	 	 
	ARTICLE	7	ALTERATIONS AND IMPROVEMENTS 	PAGE	16
	 	 	 	 	 
	ARTICLE	8	CERTIFICATE OF OCCUPANCY: COMPLIANCE WITH LAWS	PAGE	23
	 	 	 	 	 
	ARTICLE	9	REAL ESTATE TAXES, ASSESSMENTS, WATER RATES, SEWER RENTS, ARREARS	PAGE	25
	 	 	 	 	 
	ARTICLE	10	LANDLORD'S SERVICES 	PAGE	26
	 	 	 	 	 
	ARTICLE	11	TENANT'S SERVICES	PAGE	29
	 	 	 	 	 
	ARTICLE	12	ALTERATIONS BY TENANT 	PAGE	30
	 	 	 	 	 
	ARTICLE	13	END OF TERM	PAGE	30
	 	 	 	 	 
	ARTICLE	14	REPAIRS	PAGE	30
	 	 	 	 	 
	ARTICLE	15	CONDEMNATION	PAGE	33
	 	 	 	 	 
	ARTICLE	16	DESTRUCTION BY FIRE OR OTHER CASUALTY	PAGE	34
	 	 	 	 	 
	ARTICLE	17	NO EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE	PAGE	35
	 	 	 	 	 
	ARTICLE	18	QUIET ENJOYMENT	PAGE	36
	 	 	 	 	 
	ARTICLE	19	ACCESS BY DISABLED PERSONS 	PAGE	36
	 	 	 	 	 
	ARTICLE	20	SUBORDINATION AND NON-DISTURBANCE	PAGE	36
	 	 	 	 	 
	ARTICLE	21	TENANT NOT A HOLDOVER TENANT	PAGE	37


 




    	 	(i)	 



     


    

 


INDEX CONTINUED


 


	ARTICLE	22	NOTICES	PAGE	37
	 	 	 	 	 
	ARTICLE	23	FORCE MAJEURE 	PAGE	39
	 	 	 	 	 
	ARTICLE	24	SAVE HARMLESS 	PAGE	40
	 	 	 	 	 
	ARTICLE	25	INVESTIGATIONS	PAGE	40
	 	 	 	 	 
	ARTICLE	26	ASBESTOS ABATEMENT	PAGE	44
	 	 	 	 	 
	ARTICLE	27	LANDLORD’S REPRESENTATIONS 	PAGE	
	 	 	 	 	 
	ARTICLE	28	SIGNIFICANT RELATED PARTY TRANSACTIONS	PAGE	48
	 	 	 	 	 
	ARTICLE	29	MISCELLANEOUS	PAGE	48
	 	 	 	 	 
	ARTICLE	30	WAIVER	PAGE	51
	 	 	 	 	 
	ARTICLE	31	BROKERAGE	PAGE	51
	 	 	 	 	 
	ARTICLE	32	APPLICABLE LAW 	PAGE	52
	 	 	 	 	 
	ARTICLE	33	LEASE ENTIRE AGREEMENT	PAGE	52


 


EXHIBITS


 


	EXHIBIT “A”	FLOOR PLANS 
	SCHEDULE 1	ARREARS
	EXHIBIT “B”	BASE YEAR OPERATING EXPENSE SCHEDULE 
	EXHIBIT “C”	CPI INDEX CALCULATION
	EXHIBIT “D”	SCOPE OF WORK
	EXHIBIT “E”	PREVENTIVE MAINTENANCE MEASURES
	EXHIBIT “F”	RULES AND REGULATIONS


 




    	 	(ii)	 



     


    

 


THE CITY OF NEW YORK


DEPARTMENT OF CITYWIDE ADMINISTRATIVE SERVICES


DIVISION OF REAL ESTATE SERVICES


1 CENTRE STREET, 20TH FLOOR NORTH


NEW YORK, NY. 10007


 


AGREEMENT OF LEASE made as of this first
(1st) day of January, 1997 between NPMM REALTY INC., whose address is c/o Bank of Tokyo-Mitsubishi Trust Company, 100 .Broadway,
15th Floor, New York, New York 10005, hereinafter designated as Landlord, and THE CITY OF NEW YORK, a municipal corporation, acting
through the Department of Citywide Administrative Services, successor-in-interest to the Department of General Services with an
address at 1 Centre Street, 20th Floor North, New York, New York 10007, hereinafter designated as Tenant.


 


WITNESSETH:


 


WHEREAS, the parties hereto desire to
enter into a lease of approximately 79,424 square feet of office space on the terms and conditions set forth herein; and


 


WHEREAS, Tenant reregistered the lease
agreement dated September 18, 1980 between 240 Livingston Co., Landlord’s predecessor-in-interest, and Tenant for the period
from June 1, 1994 through December 31, 1996; and


 


WHEREAS, this lease is subject to public
hearing and Mayoral approval pursuant to §1602 (3)(a) of the New York City Charter, said hearing to be scheduled subsequent
to the execution by the Landlord of this Lease; and


 


WHEREAS, this lease may be executed by
the Deputy Commissioner of the Department of Citywide Administrative Services after public hearing and Mayoral approval pursuant
to §1602 (3)(a) of the New York City Charter and subject to approval as to form by the Corporation Counsel of the City of
New York; and


 




     


     


    

 


WHEREAS, the Board of Directors of Landlord
by resolution adopted on 10/16/96, authorized the execution of this Lease by one of its officers; and


 


Tenant hereby represents and warrants to Landlord
that:


 


1.     Tenant is a municipal corporation, duly
organized, validly existing and in good standing under the laws of the State of New York.


 


2.     Tenant has the full
right and authority to enter into this Lease; and


 


3.     The execution and delivery and performance
of this Lease by Tenant (a) has been  duly authorized, (b) does not require any approvals other than those hereinabove set forth,
(c) does not conflict with the provisions of any instrument to which Tenant is a party or by which Tenant is bound, and (d) constitutes
a valid, legal and binding obligation of Tenant.


 


NOW, THEREFORE, Landlord hereby leases
to Tenant and Tenant hereby leases from Landlord subject to public hearing and mayoral approval and subject to approval as to form
by Corporation Counsel, the following described premises (hereinafter referred to as the "Demised Premises"): approximately
79,424 rentable square feet of office space on part of the 1st, 2nd and 3rd floors of the building (hereinafter referred to as
the "Building") located at 240-250 Livingston Street (Block 165, Lot 22) in the Borough of Brooklyn. The Demised Premises
shall be used for the type of office operation presently conducted by the Human Resources Administration or for such other
similar purposes as the Commissioner of Citywide Administrative Services may determine, upon the terms and conditions hereinafter
set forth, provided that such office purposes shall not impair or diminish the quality or character of the building and shall not
increase the traffic in the Building. The floor plans of the leased area shall be made a part of the lease as Exhibit “A”
and the square footage of same has been verified by the Bureau of Design of the Division of Real Estate Services of the Department
of Citywide Administrative Services (hereinafter referred to as "DRES").


 




    	 	2	 



     


    

 


Notwithstanding the foregoing, except for the
particular functions performed by the agencies and offices hereinabove set forth as of the Commencement Date of the Lease, thé
Demised Premises shall not be used or occupied (i) to conduct a school, employment office or employment training facility, (ii)
drug, alcohol or other type of substance abuse clinic or counseling service, (iii) as a child-care facility, (iv) for the preparation
or service of food or beverages, (v) as a center for employment, training, rehabilitation, counseling or payments by mail, or (vi)
for any other purposes not consistent with the first class character of the Building or which will substantially increase the traffic
flow in the Building.


 


ARTICLE 1


 


TERM


 


The term of this Lease
is fifteen (15) years, commencing on January 1, 1997 (the "Commencement Date") and expiring at midnight of the day (“Expiration
Date”) before the fifteenth (15th) anniversary of such Commencement Date, or on December 31, 2011.


 




    	 	3	 



     


    

 


ARTICLE 2


 


RENT


 


The “Base Rent” shall commence on
the Commencement Date and shall be at the annual rate of One Million Thirty-Two Thousand Five Hundred Twelve Dollars ($1,032,512.00)
per annum from January 1, 1997 through December 31, 1999; One Million Seventy-Six Thousand Nine Hundred Eighty-Nine Dollars and
Forty-Four Cents ($1,076,989.44) per annum from January 1, 2000 through December 31, 2002; One Million Two Hundred Sixteen Thousand
Seven Hundred Seventy-Five Dollars and Sixty-Eight Cents ($1,216,775.68) per annum from January 1, 2003 through December 31, 2005;
and One Million Three Hundred Seventy-Three Thousand Two Hundred Forty Dollars and Ninety-Six Cents ($1,373,240.96) per annum from
January 1, 2006, through December 31, 2008; and One Million Five Hundred Forty-Eight Thousand Seven Hundred Sixty-Eight Dollars
($1,548,768.00) from January 1, 2009 through the Expiration Date; all other payments due to Landlord from Tenant under this lease
shall be considered “Additional Rent.” Base Rent and Additional Rent shall be referred sometimes as “rent”
in this Lease. All rent shall be payable in equal monthly installments at the end of each calendar month, provided that for the
months in which the Commencement Date and the date of expiration of the term of this Lease occur, Tenant shall pay only a pro rata
share of the monthly installment for the period of its occupancy. Pending any audit by Tenant or the Comptroller of the arrears
due and owing from August 1, 1995 through December 31, 1996 under the prior lease agreement, as reregistered, for the Demised Premises
(the "Arrears”), which Arrears are described on the attached Schedule 1, Tenant shall pay Landlord the amount of the
Arrears. Upon completion of such audit, Tenant shall be allowed to deduct immediately the amount of the overcharges detected by
the audit from the next installment of rent hereunder. All rent (Base Rent and Additional Rent) shall be payable at Landlord’s
address hereinbefore set forth or at such other address as may be designated by Landlord from time to time, by notice in the manner
provided in Article 22 hereof.


 




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All bills sent by Landlord to Tenant shall have
clearly reflected thereon the property, address, and block and lot for which the bill is being sent. All bills must be legible
and must contain the address to which the payment should be sent. The name, address, and telephone number of the Landlord’s
contact person for billing inquiries is as follows: Reza Khan, Williams Real Estate Co., Inc., 530 Fifth Avenue, New York, New
York 10036 (212) 704-3811. Any change in the Landlord’s contact person must be provided to Tenant in the manner designated
in Article 22 hereof.


 


ARTICLE 3


 


OPTION TO RENEW


 


The Tenant shall have the
right to renew the Lease for a period of five (5) years from January 1, 2012 through December 31, 2016 (“Renewal Period”),
upon the same terms and conditions as this Lease (including those pertaining to Additional Rent), except that the Base Rent for
the Renewal Period shall be One Million Seven Hundred Seven Thousand Six Hundred Sixteen Dollars ($1,707,616.00) per annum. The
Tenant shall exercise the option by written notification to the Landlord no later than twelve (12) months prior to the expiration
of the Lease, or by December 31, 2010. The Landlord shall be required to notify Tenant in writing not earlier than one (1) year
nor later than six (6) months in advance of the date by which the option must be exercised.


 


ARTICLE 4


 


OPTION TO TERMINATE


 


The Tenant shall have the right to
terminate this Lease without any penalty or liability to Tenant, in whole only, effective as of the second (2nd) anniversary
of the Commencement Date or at any time thereafter, upon One Hundred Twenty (120) days prior written notice to the
Landlord.


 




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ARTICLE 5


 


TAX AND OPERATING EXPENSE ESCALATIONS


 


The Landlord and the Tenant agree that in addition
to the annual Base Rent provided for in the preceding paragraphs of this Lease, Additional Rent shall be payable, consisting of
Real Estate Tax escalations and Operating Expense escalations as those terms are hereinafter defined. Tenant shall pay its pro
rata share, which is thirty-two percent (32%) of any increase in direct Operating Expenses or Real Estate Taxes.


 


A.1. BASE YEAR OPERATING EXPENSES


 


“Base Year Operating Expenses” shall
be defined as all reasonable costs and expenses, without duplication, paid or incurred by Landlord in Calendar Year 1995, i.e.
the Operating Expense Base Year, in the reasonable exercise of Landlord's business judgment with respect to the following:


 


		I.	Items included in Operating Expenses



 


		(1)	Labor costs [including salaries, wages, medical, surgical and general welfare benefits (including group life and medical insurance)
and pension payments, payroll taxes, Workmen’s Compensation, Union Benefits paid by employer, unemployment insurance, social
security and other similar taxes] for the services of the following classes of employees performing services required in connection
with the operation, repair and maintenance of the Building:



 


		(i)	the Building manager who works full or part time (if part time the allocable labor costs to the Building) on the Building.



 


		(ii)	engineers, mechanics, electricians, plumbers, porters, janitors and other employees engaged on a full or part-time basis in
the actual operation, repair and maintenance of any part of the Building, including cleaning, and the heating, air conditioning,
ventilating, plumbing, electrical and elevator systems of the Building; provided that in the case of such part-time employees only
the costs attributable to the Building shall be included.



 




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	 	(2)	(i)	The competitive cost of materials and supplies used in the operation, repair and maintenance of the Building including painting of the Demised Premises and removal of graffiti, and including cleaning, and the real property on which it is located.


 


		(ii)	The competitive cost of independent contractors performing services required for the repair, operation
and maintenance of the Building including extermination services once each month, including cleaning.



 


		(iii)	The costs of electricity and all other utilities for the common areas of the Building.



 


		(3)	The cost of casualty (war-risks if obtainable), workers compensation and property damage insurance;



 


		(4)	Management fees, provided that said management fee shall be no higher than that which is ordinary
and customary in the real estate management industry in New York City.



 


		(5)	Repairs of replacements made to the Building and the Demised  Premises by Landlord, at its expense,
subject to those items contained in exclusions #2,9,10,12,13,14, and 17 of Article 5(A.1.)(II); and



 


		(6)	Straight line depreciation or amortization over a ten (10) year period (including interest at the
rate of two percent (2%) in excess of the “prime rate” or “base rate” of Citibank, N. A. at the time such
expenditure is made) for any expenditure for capital improvement during the Operating Expense Base Year only, which results in
a reduction of Operating Expenses (limited, however, to the annual amount that such Operating Expense(s) is reduced for the applicable
year).



 


		(7)	Accountants’ fees for services rendered in connection with the preparation of the Base Year
Operating Expense report.



 


		II.	Items Excluded from Operating Expenses



 


		(1)	The cost of correcting defects in the construction of the Building or in the Building equipment,
except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear shall not be deemed defects
for the purpose of this category;



 




    	 	7	 



     


    

 


		(2)	Cost of any repair made by Landlord to remedy damage caused by or resulting from the negligence
of Landlord, its agents, servants or employees;



 


		(3)	Labor costs in respect to executives of Landlord not assigned to the Building as part of the normal
Building operation staff;



 


		(4)	Taxes and Real Estate Taxes as defined below;



 


		(5)	Legal, accounting or other professional fees (including without limitation, brokerage, and finder's
and advertising fees) incurred to attract, lease to, or procure new tenants;



 


		(6)	Any insurance premium, except as provided in I. above;



 


		(7)	Interest for late payments of water and sewer rents;



 


		(8)	The cost of any items to the extent Landlord is reimbursed by insurance or which are reimbursable
by insurance;



 


		(9)	The cost of extraordinary services provided for other tenants within the premises respectively
demised to such tenants;



 


		(10)	The costs attributable to the correction or remedying of any act or omission of any tenant in the
Building where such tenant is liable for the correction or remedying of any such act or omission under its lease with Landlord;



 


		(11)	Any cost (of electricity or any other item) for which Landlord is reimbursed by any tenant of the
Building;



 


		(12)	The cost of repair or rebuilding caused by fire or other casualty or condemnation;



 


		(13)	The cost of any alterations, additions, changes, replacements and other  items which under generally
accepted accounting principles consistently applied are properly classified as capital expenditures, excepting only such capital
expenditures which shall be made for replacements of Building equipment and property during the Operating Expense Base Year, the
repair cost of which would exceed fifty percent (50%) of the cost of replacement and accordingly, the Landlord reasonably determined
the cost of repair warrants replacement thereof in lieu of repair, and such allowable expenditures shall be included on a straight
line basis, as are set forth in subsection A.1.(I)(6) above. Landlord shall furnish Tenant with reasonable evidence confirming
both the repairs and the replacement cost referred to herein;



 




    	 	8	 



     


    

 


		(14)	The cost of any alterations to prepare space for occupancy of any tenant in the Building;



 


		(15)	Expenses resulting from any violations by Landlord of the terms of this Lease or any other lease
in the Building;



 


		(16)	Refinancing costs and mortgage interest and amortization payments;



 


		(17)	Any item otherwise indicated in this Lease to be performed at Landlord's sole cost and expense;
and



 


		(18)	Any item otherwise indicated in this Lease to be performed by Landlord but paid for by Tenant as
additional rent or otherwise, other than as part of Operating Expenses.



 


Subject to Tenant’s right of audit hereinafter
set forth, the parties agree that the Base Year Operating Expenses constitute the amount of $792,684.00. For purposes of such audit,
the intent of the parties is that Tenant shall pay its proportionate share of increases in Base Year Operating Expenses (i.e. Operating
Expense Escalations) based on the Building being fully occupied. Accordingly, in determining the amount of Base Year Operating
Expenses, if less than one hundred percent (100%) of the Building rentable area was occupied by tenant(s) at any time during any
such Operating Expense Base Year, Base Year Operating Expenses shall be an amount equal to expenses which would have been incurred
in the Building under an operating clause such as this one had such occupancy been one hundred percent (100%) throughout such Operating
Expense Base Year. The above amount includes such an adjustment.


 


Landlord has furnished to Tenant a schedule
of Operating Expenses for said Operating Expense Base Year, which has been adjusted for 100% occupancy of the Building and is annexed
hereto as Exhibit “B”.


 




    	 	9	 



     


    

  


Such schedule of Base Year Operating Expenses
includes a statement signed by Landlord's CPA. To the best of Landlord's knowledge, there is complete and accurate documentation
in Landlord’s managing agent's files to support each and every charge included in Base Year Operating Expenses.


 


Landlord must have supporting documents for
each and every Base Year Operating Expense or it will be disallowed.


 


Such schedule of Base Year Operating Expenses
has been accompanied by a report of Landlord's Certified Public Accountant, which report must be based upon an audit conducted
in accordance with generally accepted auditing standards and state whether the schedules of Base Year Operating Expenses present
fairly the Base Year Operating Expenses of Landlord, as defined in the Lease.


 


If Landlord fails to furnish any Statements
under this Article relating to Operating Expense Escalations under A.2. below, Tenant may, upon thirty (30) days’ written
notice and Landlord’s failure to furnish such statement within such thirty (30) day period, withhold all Additional Rent
due and owing to Landlord, including but not limited to Real Estate Tax Escalations and Operating Expense Escalations under A.2.
below, until Landlord furnishes the foregoing statements. Tenant's liability for Operating Expense Escalations due pursuant to
this Article and/or Landlord's liability for refunding any overpayment shall survive the expiration of the term hereof.


 




    	 	10	 



     


    

 


Pending any audit by the Tenant or Comptroller
of Base Year Operating Expenses for the Operating Expense Base Year, Tenant shall pay Operating Expense Escalations pursuant to
the foregoing provisions hereof for any Lease Year, defined below, as billed by Landlord, provided, however, that Tenant shall
have the right to withhold a reasonably disputed amount on account of Operating Expense Escalations until the dispute in question
is resolved; and upon completion of such audit Tenant shall be allowed to deduct immediately overcharges detected upon audit from
any installment of rent then becoming due, or if at the end of the Lease term Tenant shall be entitled to a payment from Landlord
for such amounts within seven (7) days of Lease termination or expiration.


 


Tenant shall have the right to copy, examine
and audit Landlord's Base Year Operating Statement.


 


-A.2. Landlord’s Statement of Operating
Expense Escalations—


 


Consumer Price Index Adjustments


 


1. Definitions


 


1.1            “Price Index”
shall mean “The Consumer Price Index for U.S. City Average-All Urban Consumers (1982-84 equals 100), issued by the Bureau
of Labor Statistics of the United States Department of Labor.


 


1.2            “Base Price
Index” shall mean the Price Index for the month of October, 1995.


 


1.3            “Lease
Year” shall mean each period of twelve (12) consecutive months, beginning on the first day of January, 1997, during the
term of this Lease .


 


1.4             “Base Year
Operating Expenses” shall mean the Operating Expenses for the Operating Expense Base Year, as defined in Section A. 1 above.


 




    	 	11	 



     


    

 


2.             “Operating Expense Escalation”
shall mean a sum payable by Tenant to Landlord each Lease Year computed by multiplying the sum representing the Base Year Operating
Expenses as defined under Subsection A. 1 of this Article 4 by the percentage, if any, by which the Price Index, as published for
the month of October immediately preceding the first day of the Lease Year in question, shall exceed the Base Price Index. Such
sum shall be multiplied by Thirty-Two percent (32%), which represents Tenant pro rata share of Operating Expenses for the Building.
An example for calculating CPI Index changes is annexed hereto as Exhibit “C” (The “CPI Index Calculation”).


 


3.            Such Operating Expense Escalation for
every Lease Year which follows the Operating Expense Base Year shall be billed and paid as follows:


 


(a)       At
any time after January 1st of each Lease Year, Landlord shall deliver to Tenant a statement (hereinafter the “Statement”)
showing the amount of such Operating Expense Escalation payable for the then current Lease Year, which amount shall be calculated
by using the CPI for the immediately preceding October factor according to paragraph 2. above. Tenant shall pay Landlord the same
sum, in equal monthly installments (such monthly installment hereinafter referred to as the “Amount”) on the last day
of each and every month during such Lease Year. Notwithstanding anything to the contrary, actual payment of any Operating Expense
Escalation shall not start until January 1, 1997.


 


4.             Landlord shall not be obliged to make
any adjustments or recomputations, retroactive or otherwise, by reason of any revision which may later be made in the figure of
the Price Index first published for any month. The Price Index published for any Lease Year shall, for the purpose of this Subsection
A.2., be deemed no lower than the Base Price Index.


 


5.            If the Price Index ceases to use the 1982-84
average equaling 100 as the basis of calculation, then the Price Index shall be appropriately adjusted to reflect the change in
the Price Index from that in effect at the date of this Lease. If such Price Index shall no longer be published by said Bureau,
then any substitute or successor index published by said Bureau or other governmental agency of the United States, and similarly
adjusted as aforesaid, shall be used. If such Price Index (or a successor or substitute index similarly adjusted) is not available,
a reliable governmental or other reputable publication reasonably selected by Landlord and Tenant jointly and evaluating the information
theretofore used in determining the Price Index shall be used.


 




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6.             If any part of a year of the term of this
Lease shall include any part of a Lease Year, Tenant’s liability under this Subsection A.2. shall be apportioned so that
Tenant shall pay only such part of the sums required to be paid under this Subsection A.2. that shall be included in the term of
this Lease.


 


B.   REAL ESTATE TAX ESCALATIONS


 


The term "Taxes" and "Real Estate
Taxes" as used herein, shall mean the real estate taxes and assessments (excluding special assessments) on or with respect
to the Building and the land upon which it is located, assessed, levied, or imposed by any governmental authority having jurisdiction.
Excluded from the foregoing enumerations of Taxes and Real Estate Taxes will be (i) any income, franchise, inheritance, capital
stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or
any so-called "Gains Tax" imposed pursuant to Article 31-B of the New York State Tax Law (the "Gains Tax")
and deed tax or transfer tax imposed by Article 29 of the New York State Tax Law, and any mortgage recording tax imposed by Article
11 of the New York State Tax Law, (ii) any expenses incurred by Landlord, or Landlord's estate, including payments to attorneys
and appraisers, in contesting the Taxes and Real Estate Taxes by tax certiorari proceedings and such expenses and payments shall
be the obligation of Landlord, and (iii) any Taxes resulting from an increase of the assessed value of the Building attributable
to an increase in the rentable area of the Building. As of the date hereof, to the best of Landlord's knowledge, the only Taxes
affecting the Building and/or the Land are the real estate taxes payable to the City of New York.


 




    	 	13	 



     


    

 


Tenant covenants and agrees that for each tax
fiscal year of the initial lease term commencing with the partial tax fiscal year which begins on January 1, 1997, where the total
annual Real Estate Taxes imposed or assessed upon the land and Building for such lease year exceed the Real Estate Tax base for
the New York City tax fiscal year 1995/96 (hereinafter referred to as the "Real Estate Real Estate Tax Base Year"), Tenant
shall pay to Landlord as additional rent, a sum equal to thirty-two percent (32%) of such excess, which represents Tenant's proportionate
share of such excess. The amount of such Additional Rent payable for any tax fiscal year having a duration of less than twelve
(12) months shall be prorated and may be billed . and shall be paid retroactively. Tenant shall pay such share of such excess within
forty-five (45) days after Landlord provides Tenant with reasonably satisfactory documented proof that it has paid such tax liability
for each semi-annual period (a copy of either Landlord’s cancelled check in payment of such Taxes or an official receipt
of the taxing authority shall be deemed sufficient proof for such purpose).


 


The Tax base for the Real Estate Tax Base Year
shall be the annual Real Estate Taxes finally imposed or assessed on the land and Building for the Real Estate Tax Base Year.


 


Appropriate credit shall be given for any refund
obtained by reason of a reduction in the assessed valuation made by the assessors or the courts at any time during this Lease or
at any time thereafter relating to a tax fiscal year for which Tenant provides a payment hereunder. The original computations,
as well as payments of additional rent, if any, under the provisions of this Article, shall be based on the original assessed valuation
with adjustments to be made if and when the Tax refund, if any, has been paid to Landlord.


 




    	 	14	 



     


    

 


If the assessment of the land and Building
shall be reduced for the Real Estate Tax Base Year as a result of protests of proceedings filed therefor, then the Tax base
shall be amended to the amount actually collectible by the City of New York for the base fiscal tax year on the corrected assessment.
Landlord shall have an obligation to immediately notify Tenant in writing each time a tax assessment is challenged.


 


C.  RIGHT TO AUDIT


 


Tenant and its authorized representative shall
have the right to examine, copy and audit any and all books and records of Landlord, including but not limited to original invoices,
originals of executed contracts, original cancelled checks, general ledgers and books of original entry, for the purpose of verifying
the accuracy of any statement, including the statement of Arrears, furnished by Landlord to Tenant. All statements are subject
to audit by the occupying agency or its representative and post-audit by the Office of the Comptroller. Landlord shall be required
to retain the books and records required herein for six (6) years after the Period to which they relate.


 


Landlord shall have an affirmative obligation
to notify Tenant of (i) any protest filed by any other tenant regarding any amounts billed pursuant to this Article; and (ii) any
audits, resolution of audits, claims for refund of overpayments, settlements of overpayments, refunds of overpayments, and litigation
and arbitration proceedings for recovery of overpayments, where such audits and other actions result in a determination that overcharges
have occurred for litigation and arbitration proceedings for recovery of overpayments, “determination shall mean the trial—lower
court or arbitrators determination, respectively, prior to any appeals.


 


ARTICLE 6


 


LANDLORD'S INTEREST IN PREMISES


 


Landlord warrants and represents that it is
the owner in fee of the Building, the Demised Premises, and the real property on which they are located and is empowered and authorized
to lease said premises as provided herein.


 






    	 	15	 



     


    

 

 


ARTICLE
7


 


ALTERATIONS
AND IMPROVEMENTS


 


(A)
        Landlord agrees, prior to the Substantial Completion Date, (as defined below), to make alterations
and improvements (the “Work") based on preliminary plans and a scope of work (the "Scope of Work")
prepared by HRA and approved by DRES and attached hereto as Exhibit “D” and made a part hereof. The Work consists
of (i) alterations and improvements that Landlord shall perform at its own cost and expense, described in the
Landlord’s Base Building Scope of Work (the “Landlord’s Base Building Work”), and (ii) alterations
and improvements that Landlord shall perform at its own cost and expense, described in the Tenant’s Scope of Work (the
“Tenant Work”). Landlord's Base Building Work and the Tenant Work are both fully described in
Exhibit "D".


 


Landlord
shall cause its selected architect (the “Architect”) to prepare and deliver to HRA architectural and engineering plans
and specifications,
as required by the Buildings Department (the "Final Plans"). The Final Plans must (i) be engineering and architecturally
complete; (ii) be coordinated with existing building conditions and facilities; (iii) conform to all NYC codes and all other applicable
requirements (including but not limited to terms and conditions in the professional services requirement document prepared by DRES,
i.e. “Guide for Design Consultant”, but only with respect to work to be performed in the specific areas of the Demised
Premises which require submission of Final Plans to the Buildings Department); (iv) clearly distinguish Landlord’s Base Building
Work from Tenant’s Work; (v) be coordinated and based on the Preliminary Plans; and (vi) incorporate and elaborate
on the Phasing Plan, in order to create a complete set of construction documents. Landlord or Landlord’s Architect shall
prepare the Phasing Plan, which shall describe the sequence of the Work to be performed, as approved by HRA, which approval shall
not be unreasonably withheld or delayed. The Final Plans must be filed by Landlord with the Building and Fire Departments and all
other governmental authorities having jurisdiction.


 




    	 	16	 



     


    

 


Within thirty five (35) business days from the
execution and delivery of this Lease, Landlord shall cause said Architect to arrange for preparation of initial Final Plans and
delivery of same to the Director of Facilities at HRA and the Buildings, Fire Department and other regulatory agencies which require
said submission. HRA will review and either approve or disapprove the Final Plans, such approval not to be unreasonably withheld
or delayed. In the event HRA shall not approve such Final Plans it shall indicate in writing the corrections reasonably required
before such approval can be furnished. Thereafter, Landlord shall resubmit revised Final Plans within ten (10) business days and
HRA shall approve or disapprove such revised drawings (which approval shall not be unreasonably withheld or delayed) and indicate
whatever corrections it reasonably requires within ten (10) business days after its receipt thereof; following which Landlord shall
within five (5) business days of his receipt of corrections required by HRA fully complete the revision of the Final Plans based
on the requested corrections and furnish HRA with a complete set thereof for its approval which shall not be unreasonably withheld
or delayed.


 


Within fifteen (15) days after HRA's approval
of the Final Plans, and prior to the commencement of the Work, Landlord shall submit to HRA Building Department administrative
approvals with respect to Final Plans. In the event that Landlord has not received the Buildings Department administrative approvals
by the time HRA approves the Final Plans, then Landlord shall provide HRA with (a) reasonable written verification that it has
not received the administrative approvals, and (b) a list of the most recent objections by the Buildings Department and Landlord's
reply, and (c) written evidence that Landlord is diligently proceeding to obtain the Buildings Department approvals.


 




    	 	17	 



     


    

 


Within ten (10) business days from approval
of the Final Plans by the Buildings Department and prior to commencing construction, Landlord will submit a copy of the Building
Permit to HRA. In the event Landlord has not received the Building Permit within ten (10) business days from said Final Plans approval,
then Landlord shall (a) provide HRA with written verification that it has not received the Building Permit and (b) demonstrate
to HRA that it has (i) diligently pursued and continues to diligently pursue obtaining said Building Permit, and (ii) responded
in a timely manner to objections raised by the Buildings Department.


 


By virtue of the fact that Landlord is a wholly
owned subsidiary of the Bank of Tokyo- Mitsubishi Trust Co., Landlord hereby warrants and represents that it has the financial
capability and/or adequate financing to complete the Work in the time frames set forth herein. Landlord's misrepresentation with
regard to its ability to provide adequate financing shall constitute a basis for rescission of this Lease.


 


Landlord shall have a continuing obligation
to make regular periodic payments to its contractors at approximately thirty (30) day intervals in amounts reasonably commensurate
with the amount of progress towards Substantial Completion from the start of work up to the date of Substantial Completion, to
ensure diligent and timely completion of the Work.


 




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The Demised Premises shall be deemed "Substantially
Complete" and "Substantial Completion" shall be deemed to have occurred (the "Substantial Completion Date")
upon (1) certification by HRA of Landlord's completion of the Work excepting minor details of construction
or decoration which do not adversely affect Tenant's use of the Demised Premises; and (2) receipt by Landlord and delivery to HRA
of (i) all applicable Building Department and Fire Department inspection sign-offs (including but not limited to Building Department
Post Permit TR-1, Equipment Use Permits, a new Certificate of Occupancy, electrical and plumbing sign-offs, Fire Department and
elevator inspections and sign-offs and compliance with the terms and provisions of Article 26 of the Lease) (Asbestos) and (ii)
certified air balancing report approved by Landlord's engineer as being in conformance with the Final Plans. HRA shall use reasonable
efforts to certify or deny certification of Substantial Completion pursuant to (1) above within seven (7) business days after HRA
receives written notice from Landlord of Landlord’s determination that the Work is Substantially Complete; such notice from
Landlord must include all items under (2)(i) and (ii) above. In the event the Certificate of Occupancy and/or sign-offs are temporary,
Landlord will keep them all in full force and effect and will be solely liable for all costs in connection therewith.
Landlord, prior to the Substantial Completion Date, shall remove all violations, including but not limited to Building Code and
Fire Code violations, now pending or which may be placed against the Demised Premises, except those violations caused by Tenant's
breach of the terms of this Lease or caused by other tenants in the Building, which violations Landlord shall diligently proceed
to advise such tenant to remove.


 




    	 	19	 



     


    

 


(B)
        In the event Landlord (i) fails to commence construction of the Work within ten (10) business days after its receipt of Tenant's
approval of the Final Plans and all necessary governmental permits and approvals and/or pursue completion of same diligently and
in continuous manner, and/or (ii) fails to meet any applicable time frames under Subsection (A) above, subject, however, to force
majeure and Tenant’s delay in providing Landlord access to the phased area after notice, then Tenant shall give Landlord
written notice (hereinafter referred to as “Delay Notice”) advising Landlord of its failure to so commence and/or perform.
If Landlord fails to commence the Work or perform
its obligations under Subsection (A) above within ten (10) business days from the date of said Delay Notice, Tenant, in addition
to any other remedy it may have, at it's option may: (i) as agent of the Landlord commence performance of the work and deduct the
cost thereof from the rent to become due and payable pursuant to Article 2 hereof; or (ii) after sending a Second Delay Notice
to Landlord and Landlord’s failing to proceed diligently within five (5) business days, terminate this Lease on ten (10)
days written notice to Landlord. Tenant, however, shall not be required to exercise either of the foregoing rights. If Tenant elects
not to terminate the Lease, and regardless of whether or not Tenant provides a written Delay Notice to Landlord or elects to perform
the work as Landlord’s agent, it shall receive a rent credit subsequent to the target date for Substantial Completion equivalent
to (i) one day of free rent if Landlord’s delay adversely affects Tenant’s occupancy of the Demised Premises and Tenant
vacates the Demised Premises, or (ii) $870.40 per day, if Tenant remains in occupancy of the Demised Premises, for each day the
commencement of the Work was delayed or time frames were not met, further resulting in Landlord’s delay in achieving Substantial
Completion of the Work. The foregoing remedies will not be exercised by Tenant if Landlord (i) has timely filed all appropriate
paperwork, but has not received the necessary governmental sign offs within the time frames described at the beginning of this
paragraph for Landlord to commence the Work, and (ii) has demonstrated to HRA in writing that it is diligently pursuing receipt
of said necessary sign offs.


 




    	 	20	 



     


    

 


(C
)         Notwithstanding anything to the contrary herein, in the event Landlord, after commencing the Work, fails to complete said alterations
and improvements, after commencement of same, within six (6) months from Final Plans approval and receipt of the Building Permit,
subject, however, to force majeure and Tenant’s delay in providing Landlord access to the phased area after notice, Tenant
shall give Landlord written notice (hereinafter referred to as the "Completion Delay Notice") advising the Landlord
of its failure to achieve timely Substantial Completion. If Landlord fails to achieve Substantial Completion within one (1) month
from the date that Landlord receives such Completion Delay Notice, or if such work cannot be completed within said one (1) month
and Landlord fails to act diligently, and continuously without interruption to Substantially Complete said work within a reasonable
time, Tenant, in addition to any other remedy it may have, may: (i) as agent of Landlord, perform said work and deduct the cost
thereof and/or from the rent to become due and payable pursuant to Article
2 hereof; or (ii) after sending a second Completion Delay Notice to Landlord and Landlord’s failing to achieve Substantial
Completion one (1) month thereafter, terminate this Lease on ten (10) days written notice to Landlord. Tenant, however, shall
not be required to exercise either of the foregoing rights. If Tenant elects not to terminate the Lease, and regardless of whether
or not Tenant provides written Completion Delay Notice or elects to perform the work as Landlord's agent, it shall receive a rent
credit subsequent to Substantial Completion equivalent to (i) one (1) day of free rent if Landlord’s delay adversely affects
Tenant’s occupancy of the Demised Premises and Tenant vacates the Demised Premises, or (ii) $870.40 per day, if Tenant remains
in occupancy of the Demised Premises, for each day Landlord has delayed Substantial Completion of the Work. The foregoing remedies
will not be exercised by Tenant if Landlord (i) has substantially completed the Work, (ii) has timely filed all appropriate paperwork,
but has not received the necessary governmental sign offs within the time frames described at the beginning of this paragraph
for . Landlord to Substantially Complete the Work; and (iii) has demonstrated to HRA in writing that it is diligently pursuing
receipt of said necessary sign offs.


 


In
the event Substantial Completion has occurred,
then with respect to as built drawings and minor details of construction or decoration which do not adversely affect Tenant's use
of the Demised Premises, Tenant shall submit to Landlord a written list of such minor details including the as built drawings which
it deems to be incomplete (hereinafter the "Punch List").


 


Landlord
shall within thirty (30) days of receipt of the Punch List, commence performance and diligently proceed in a continuous manner
to complete said work. In the event Landlord fails to commence the Punch List within thirty (30) days of receipt of the Punch
List and thereafter diligently proceed to complete the same, Tenant, in addition to any other remedy it may have, may (i) as agent
for the Landlord, perform said work and deduct the cost thereof from the rent due or that may become due and owing under this
Lease or (ii) withhold rent due and owing to Landlord in the amount of $870.40 per day, until Landlord performs such work to the
satisfaction of Tenant.


 




    	 	21	 



     


    

 


With
respect to Tenant's repair obligations, upon completion of the work, Landlord shall assign to Tenant the beneficial interest in
all warranties and guarantees received by Landlord from
contractors and materialmen engaged in the performance of the work, as well as the right to enforce any contracts made with such
contractors and materialmen. Landlord hereby appoints Tenant as its attorney-in-fact to institute suit in Landlord's name and for
Tenant's benefit and agrees to cooperate fully with Tenant in the event that Tenant seeks to enforce its rights with respect to
the warranties and guarantees.


 


Notwithstanding
anything to the contrary in Article 13 hereof, Landlord shall be solely responsible for the performance and cost of all repairs
resulting from defects of materials and workmanship in construction and/or alterations and improvements of the Demised Premises
or of the Building. Furthermore, and notwithstanding anything to the contrary contained in Article 13 hereof, if Landlord uses
existing ductwork or ventilation equipment, it shall remain solely responsible for the performance and cost of repair or replacement
of same during the entire term hereof.


 


Landlord
acknowledges that the Demised Premises may be occupied and used by Tenant, its employees
and invitees during the performance of the Work. Accordingly, Landlord shall, and shall cause it contractors, to use best efforts
to minimize noise, dust and other conditions which may adversely affect Tenant, its invitees, children, employees, and workers,
to take every reasonable precaution against injuries to persons or damage to property, and to provide for the safety of persons
at the Demised Premises. Landlord shall be responsible for the initiation, maintenance and supervision of reasonable safety precautions
and programs in connection with the performance of the Work. Prior to the commencement of the Work Landlord shall designate a qualified
person to carry out such programs and notify Tenant of the person so designated.


 




    	 	22	 



     


    

 


In
accordance with the approved Phasing Plan, the occupying agency shall, upon ten (10) days prior notice from Landlord temporarily
move its equipment and property, as necessary, in the affected area in order for Landlord to perform the Phase of the Work. Tenant
shall allow Landlord access to the Demised Premises for the purpose of performing the Work, pursuant to the Phasing Plan, which
approval shall not be unreasonably withheld or delayed. The unisex bathrooms to be installed by the Landlord shall be located within
the Demised Premises at a location mutually satisfactory to Landlord and Tenant. If Tenant fails to provide Landlord access to
the affected phased area of the Demised Premises to perform an item of work within ten (10) days after a second notice, Landlord
shall not be required to perform said item of work for Substantial Completion
and Landlord's time frame to Substantially Complete the Work shall be extended by such delay.


 


Landlord
agrees to name, or cause its contractors to name, the City of New York as an additional named
insured on their respective policies of public liability insurance, and furnish the Tenant with certificates of insurance to that
effect, provided there is no additional charge therefor, or if Tenant agrees to pay said additional charge.


 


ARTICLE
8


 


CERTIFICATE
OF OCCUPANCY: COMPLIANCE WITH LAWS


 


Landlord
agrees to deliver to the Department of Citywide Administrative Services a Certificate of Occupancy or other sufficient indicia
of legality for use of the premises for office purposes, and same shall be a prerequisite to the official assumption of occupancy
by Tenant.


 




    	 	23	 



     


    

 


At
its own expense, Landlord agrees to obtain all permits necessary to legalize the Demised Premises, the alterations and
improvements specified herein and to comply with all requirements, rules, laws, regulations and orders of Federal, State and
local authorities and of any board of fire underwriters having jurisdiction over the Demised Premises or the real property of
which they form a part, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et
seq. ("ADA") during the term hereof or renewal term, if any. With respect to the ADA and regulations promulgated
pursuant thereto, Landlord shall comply with and perform the Landlord's obligations, if any, as a public accommodation
pursuant to Title  III of the ADA. Landlord shall remove all violations which may be placed against the Demised Premises,
including but not limited to Building Code and Fire Code violations, except those violations caused by Tenant's breach of the
terms of this Lease.


 


In
the event Landlord fails to comply with any of the provisions of this Article, Tenant, in addition to any other
remedy it may have, after notice to Landlord and Landlord’s failure thereafter to diligently proceed to comply, (i) may,
as agent of Landlord, perform the same and deduct the reasonable cost thereof from any rent due or that may become due and payable
under this Lease or, (ii) may withhold an amount of rent equal to 133% of the reasonable cost of performing same as reasonably
determined by Tenant until Landlord shall have performed same to Tenant’s reasonable satisfaction, at which time any amounts
so withheld shall be promptly paid to Landlord.


 


Furthermore,
in the event Tenant provides a second notice to Landlord of Landlord’s default under this Article and Landlord thereafter
fails to commence compliance and thereafter diligently
continue compliance with any of the provisions of this Article within fifteen (15) days following receipt of the second notice,
and as a result of Landlord’s failure, (a) one third (1/3) of the Demised Premises is rendered unusable for business purposes
and (b) Tenant vacates said portion of the Demised Premises, then Tenant may terminate this Lease on twenty (20) days written
notice to Landlord.


 




    	 	24	 



     


    

 


ARTICLE
9


 


REAL
ESTATE TAXES, ASSESSMENTS, WATER RATES,


 


SEWER
RENTS, ARREARS


 


(A)         Landlord
shall pay all real estate taxes, assessments, water rates and sewer rents levied against said Building and Land for the tax lot
where the Demised Premises are located or that may be liens thereon. Landlord shall provide Tenant with receipted bills, payment
receipts or other back-up information satisfactory to Tenant evidencing Landlord's payment thereof within five (5) business days
after Tenant shall give notice to Landlord requesting such evidence of payment. Should Landlord fail to pay said taxes, assessments,
water rates and sewer rents, then Tenant, in addition to any and all other remedies it may have, may apply any rent due or that
may become due and payable under this Lease to the payment of said taxes, assessments, water rates and sewer rents and so long
as any of such items are unpaid, no action or proceeding may be maintained by Landlord against Tenant for nonpayment of the rent
so applied.


 


(B)         Additionally,
if Landlord is in any other arrears on the Property, Building and/or Demised Premises payable to the City of New York, including
but not limited to taxes, water and sewer charges, rents, mortgage payments, if any and any other payments or obligations payable
to the City of New York, after 30 days notice from Tenant to Landlord and Landlord’s failure to make such payment within
said 30 day period, then Tenant may apply any rent due or that may become due and payable under this Lease to the payment of such
arrears and as long as such arrears are unpaid, no action or proceeding, may be maintained by Landlord against Tenant for nonpayment
of the rent so applied.


 




    	 	25	 



     


    

 


ARTICLE
10


 


LANDLORD’S
SERVICES


 


Landlord shall provide heat, hot and cold water,
adequate elevator service, maintain the public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets (including
supply and cleaning thereof) or other public parts of the building (collectively "common areas"), perform regular monthly
extermination services to the Demised Premises and the common areas, and maintain the heating, ventilation and air conditioning
equipment in good working order so as: (i) to provide air conditioning during the summer months at an average inside design temperature
of seventy-five (75) degrees Fahrenheit dry bulb and a room relative humidity of fifty percent (50%) when the outside temperature
is ninety-five (95) degrees Fahrenheit dry bulb coincident with a wet bulb temperature of seventy-five (75) degrees Fahrenheit,
provided that, with respect to air conditioning, Tenant keeps the blinds closed in all windows exposed to direct sunlight and maintains
a lighting and equipment load of not more than 4 1/2 watts per rentable square feet and a people load of not more than one person
per 100 square feet; and (ii) to provide heating during the winter months at an average inside design temperature of seventy-two
(72) degrees Fahrenheit dry bulb when the outside temperature is zero (0) degrees Fahrenheit dry bulb with a wind velocity of fifteen
(15) miles per hour.


 


The foregoing Landlord's services shall be provided
during the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday inclusive, New York City holidays excluded, (“Business Hours”)
except that elevator service and access to the Demised Premises shall be provided twenty-four
(24) hours per day, seven (7) days per week, subject to Landlord’s reasonable rules and regulations.


 




    	 	26	 



     


    

 


Within
sixty (60) days after the execution of the Lease by Tenant, Landlord, at its sole cost and expense, shall perform all of the preventive
maintenance measures set forth in Exhibit “E”, attached hereto and made a part hereof. Landlord, at its sole cost and
expense, may, at its option, enter into a separate agreement for the maintenance of the roof and each of the building systems of
the Demised Premises. Any such agreement may remain in effect during the term of the Lease and
shall provide that the contractor perform all of the preventive maintenance measures set forth in Exhibit “E”. The
contractor shall adhere to industry wide standards in performing its obligations under the maintenance agreement. Any such maintenance
agreement shall further provide that within ten (10) business days after inspecting the roof or building systems the contractor
shall prepare a written report. Such report shall (a) summarize contractor's, or Landlord’s, findings and recommendations
for maintenance service and (b) state whether maintenance service has been rendered. Contractor or Landlord shall submit a copy
of the report to Tenant within fifteen (15) days after it is completed.


 


Landlord
shall paint the Demised Premises completely within sixty (60) days of the execution of this
Lease by Tenant, and again when requested by Tenant after the fifth (5th) and tenth (10th) anniversaries of the Lease Term in accordance
with Building Standard specifications and colors selected by Tenant from the Building Standard color chart; Furthermore, in the
event Tenant exercises its option to renew the Lease, Landlord shall paint the Demised Premises completely in the sixteenth (16th)
year of the Lease, as renewed.


 




    	 	27	 



     


    

 


In
the event Landlord fails to comply with any of the provisions of this Article within five (5) business days after written notice
by Tenant, Tenant, in addition to any other remedy it
may
have,
may (i) as agent of Landlord, perform the same and deduct the reasonable cost thereof from any rent due or that may become due
and payable under this Lease, or (ii) withhold
an amount of rent equal to 133% of the reasonable cost of such repairs as reasonably determined by Tenant until Landlord performs
such repairs to the reasonable satisfaction of Tenant, at which time any
amounts so withheld shall be promptly repaid to Landlord.


 


Anything
to the contrary notwithstanding, in the event the repairs to be performed by the Landlord are required to correct a
hazardous condition or to end an emergency which renders the premises unsuitable for the use set forth herein, Tenant shall
give Landlord, its agent, superintendent or the person designated to receive such notice, immediate notice in writing,
personally or by certified mail, and Landlord, shall commence the repairs by the next business day after receipt of such
notice (the making of necessary telephone calls being deemed commencement) and diligently proceed in a continuous manner to
complete said work. In the event Landlord fails to commence and complete said work after said notice, as aforesaid, Tenant,
(i) as agent for the Landlord, may perform same and deduct the reasonable cost thereof from any rent due or that may become
due and payable under this Lease or (ii) may withhold an amount of rent equal to 133% of the reasonable cost of such repairs
as reasonably determined by Tenant until Landlord performs such repairs to the reasonable satisfaction of Tenant, at which
time any amounts so withheld shall be promptly paid to Landlord.


 




    	 	28	 



     


    

 


Furthermore,
in the event Tenant provides a second notice (the “Second Notice”) to Landlord of Landlord’s default under this
Article and Landlord thereafter fails to commence to cure and diligently proceed in a continuous manner to cure said default within
fifteen (15) days following receipt of the Second Notice, and as a result of Landlord’s failure, (a) one third (1/3) of the
Demised Premises is rendered unusable for business purposes and (b) Tenant vacates said portion of the Demised Premises, then Tenant
may terminate this Lease on Twenty (20) days written notice to Landlord.


 


ARTICLE
11


 


TENANT'S
SERVICES


 


Tenant
shall pay for its electricity directly to the public utility company. Landlord shall, at its sole cost and expense, provide the
meter and any necessary wiring. Tenant shall provide its own cleaning and rubbish removal services. Tenant shall close the blinds
and windows in the Demised Premises at end of each business day.


 




    	 	29	 



     


    

 


ARTICLE
12


 


ALTERATIONS
BY TENANT



 


Tenant
may make alterations, decorations, installations, additions and improvements in and to the Demised Premises and may erect signs
therein or thereon. Tenant may make alterations, installations, additions and improvements in excess of Ten Thousand Dollars ($10,000.00)
upon prior written consent of Landlord, which consent shall not be unreasonably delayed or withheld. All such work performed by
Tenant shall be in compliance with all applicable laws and the Building Rules and Regulations, which Rules and Regulations are
annexed hereto and made a part hereof as Exhibit “F”. All property of whatever kind or nature in or on the Demised Premises
owned, installed or paid for by Tenant shall be and remain the property of Tenant and upon the termination of this Lease, renewal,
extension or holdover period, Tenant shall remove such property. Tenant shall repair any damage to the Demised Premises caused
by Tenant’s removal of its property upon the expiration or earlier termination of this Lease. If Tenant shall fail to remove
such property upon termination of this Lease, renewal, extension or holdover period, the property shall be deemed to be surrendered,
and may be removed by Landlord. Tenant shall reimburse Landlord for the reasonable actual cost of removing Tenant’s property
within forty-five (45) days of receipt of Landlord’s reasonable back-up documentation.


 


ARTICLE
13


 


END
OF TERM


 


Upon
the expiration or other termination of the term of this Lease, Tenant shall quit and surrender the Demised Premises in good order
and condition with ordinary wear and tear, and damage by the elements, including fire or other casualty, excepted, and in compliance
with the provisions of Article 12.


 


ARTICLE
14


 


REPAIRS


 


Landlord
shall make all interior, exterior and structural repairs, excluding such repairs necessitated by the negligence or improper conduct
of Tenant or its invitees, but including maintenance, repair or replacement of the roof, windows and window glass, replacement
of light bulbs and fluorescent lamps, elevators, plumbing, and electrical, heating and air conditioning systems, common areas,
removal of graffiti from the exterior and interior of the Building and/or the Demised Premises, and all repairs needed because
of Landlord's negligence or because of defective materials or workmanship in the construction and/or improvement of
the Demised Premises or of the Building of which they are a part. Landlord shall repair and maintain any sidewalks, curbs and passageways
adjoining and/or appurtenant to the Demised Premises in good, clean and orderly condition, free of dirt, rubbish, snow, ice and
unlawful obstruction.


 




    	 	30	 



     


    

 


In the event Landlord fails to fulfill
its obligations, Tenant may, in addition to its other remedies, give written notice to Landlord specifying the repairs required
by Tenant and Landlord shall commence performance of such work within five (5) business days after the giving of such notice and
diligently proceed to complete said work. In the event Landlord fails to so commence or diligently proceed in a continuous manner
to complete said work after said written notice, Tenant, in addition to any other remedy it may have, (i) may, as agent of Landlord,
perform the same and deduct the cost thereof from any rent due or that may become due and payable under this Lease, or (ii) withhold
an amount of rent equal to 133% of the reasonable cost of such repairs as reasonably determined by Tenant until Landlord performs
such repairs to the reasonable satisfaction of Tenant, at which time any amounts so withheld shall be promptly paid to Landlord.


 


Anything to the contrary notwithstanding,
in the event the repairs to be performed by the Landlord are required to correct a hazardous condition or to end an emergency which
renders the premises unsuitable for the use set forth herein, Tenant shall give Landlord, its agent, superintendent or the person
designated to receive such notice, immediate notice in writing, personally or by certified mail, and Landlord, shall commence the
repairs by the next business day after receipt of such notice ( the making of necessary telephone calls being deemed commencement)
and diligently proceed in a continuous manner to complete said work. In the event Landlord fails to commence and complete said
work after said notice, as aforesaid, Tenant (i)
may, as agent for the Landlord, perform same and deduct the reasonable cost thereof from any rent due or that may become due and
payable under this Lease, (ii) may withhold an amount of rent equal to 133% of the reasonable cost of such repairs as reasonably
determined by Tenant until Landlord performs such repairs to the reasonable satisfaction of Tenant at which time any amounts so
withheld shall be promptly paid to Landlord, or (iii) may give Landlord a second notice (the “Second Notice”) of said
default to Landlord.


 




    	 	31	 



     


    

 


Furthermore,
in the event Tenant provides a Second Notice to Landlord of Landlord’s default under this Article and Landlord thereafter
fails to commence to cure and diligently proceed with continuity to cure said default within fifteen (15) days following receipt
of the Second Notice, and as a result of Landlord’s failure, (a) one third (1/3) of the Demised Premises is rendered unusable
for business purposes and (b) Tenant vacates said portion of the Demised Premises, then Tenant may terminate this Lease on twenty
(20) days written notice to Landlord.


 


In
the event Tenant is unable to use any part or all of the Demised Premises because of Landlord's failure to timely perform such
work as set forth in the two preceding paragraphs hereof, the rent shall be reduced, during such period, proportionately to the
diminution in space resulting from such failure.


 


In
the event Tenant may still be able to use the Demised Premises for the purposes set forth in the Lease but Landlord’s failure
to timely make repairs or provide services adversely affects Tenant’s operations within the Demised Premises in a material
manner, Tenant shall be entitled, during such period, to a bona fide equitable reduction in rent.


 


Tenant
may make such ordinary and nonstructural interior repairs as it deems necessary for its occupancy.


 




    	 	32	 



     


    

 


ARTICLE
15


 


CONDEMNATION


 


If the whole of the Demised Premises
shall be taken in condemnation, this Lease shall terminate upon the vesting of title in the condemnor and all rent and other charges
paid or payable by Tenant shall be apportioned as of the date of vesting of title in such condemnation proceeding.


 


If only part of the Demised Premises
shall be so taken in condemnation so that the remainder cannot be used for the intended purpose, then Tenant may either terminate
this Lease as to the remainder of the premises on ten (10) days written notice to Landlord or remain in possession of the remaining
portion of the premises under all of the terms, conditions and covenants of this Lease, except that the rent thereafter shall be
apportioned and reduced from the date of each such partial taking to the amount equal to the product of the dollar amount of rent
payable on such date and the number of square feet in the part remaining. If this Lease is not so terminated, the proceeds of any
award for partial taking shall be applied by Landlord to the repair, restoration or replacement of the remaining premises, to their
condition immediately prior to the condemnation (“Restoration”) and if there be any deficiency, it shall be made up
by Landlord, but if there be any surplus, it shall belong to the Landlord. Said Restoration of the remaining premises shall be
performed pursuant to plans and specifications reasonably approved by the Human Resources Administration and completed within six
(6) months after such approval. In the event said Restoration is not completed within said six (6) months period, Tenant, in addition
to any other remedy it may have, may terminate this Lease on ninety (90) days written notice or perform said Restoration and deduct
the reasonable cost thereof from any rent which may be due and payable under this Lease.


 




    	 	33	 



     


    

 


Tenant
shall be entitled to apply for a separate award for the value of the improvements and fixtures made or paid for by Tenant upon
that part of the premises taken in condemnation and hereby waives any claim for the value of its leasehold position.


 


ARTICLE
16


 


DESTRUCTION
BY FIRE OR OTHER CASUALTY


 


If
the whole of the Demised Premises is totally destroyed or damaged by fire or other casualty (“Casualty”), or destroyed
or damaged by Casualty to such an extent that they are wholly or substantially unsuitable or untenantable for use for the purpose
for which they are leased (“Total Casualty”), then from the date of such damage or destruction the rent shall abate
fully until such time as Landlord fully repairs and restores the Demised Premises to its layout and condition immediately prior
to the Casualty as reasonably certified by the Human Resources Administration.


 


Either
party may terminate this Lease by notice to the other within thirty (30) days from the date of the Total Casualty. If no such notice
is given, Landlord shall, within ninety (90) days after receipt of insurance proceeds, commence and diligently proceed with continuity
to complete the repairs and restoration of the Demised Premises to their layout and condition prior to said Total Casualty. If
Landlord fails to commence said repairs and restoration as above provided, or complete the same within one hundred and eighty (180)
days after such commencement, Tenant may terminate this Lease on forty-five (45) days written notice or, in addition to any other
remedy it may have, may perform such repairs and restoration and reimburse itself for the reasonable cost thereof from any rent
due or that may become due and payable under this Lease.


 




    	 	34	 



     


    

 


If the Demised Premises are partially
damaged by Casualty, to the extent of less than a Total Casualty (“Partial Casualty”), Landlord shall, within ninety
(90) days after receipt of applicable insurance proceeds, commence and diligently proceed to complete the repairs and restoration
of the Demised Premises to their layout and condition prior to said Partial Casualty. If Landlord fails to commence as aforesaid
or to complete the same within one hundred and twenty (120) days after such commencement, Tenant, in addition to any other remedy
it may have, may terminate this Lease by giving Landlord forty-five (45) days written notice or may perform such repairs and restoration
and reimburse itself for the reasonable cost thereof from any rent due or which may become due under this Lease.


 


From the date of such damage to the date
of substantial completion of such repairs and restoration of the Partial Casualty as reasonably certified by the Human Resources
Administration in writing, Tenant shall pay rent for that part of the premises it is using during the alterations and repairs on
a square foot basis in an amount equal to the product of the dollar amount of rent per square foot payable on such date and the
number of square feet being occupied by Tenant.


 


ARTICLE
17


 


NO
EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE


 


Landlord warrants and represents that
no officer, agent, employee or representative of The City of New York has received any payment or other consideration for the making
of this Lease and that no officer, agent, employee or representative of The City of New York has any interest, directly or indirectly,
in this Lease or the proceeds thereof.


 




    	 	35	 



     


    

 


ARTICLE
18


 


QUIET
ENJOYMENT


 


Landlord
covenants that Tenant, paying the rent reserved herein, and performing all of the other terms, covenants and conditions on its
part to be performed, shall and may peaceably and quietly have, hold and enjoy the Demised Premises for the use and purpose stated
in this Lease or for such other similar purposes as the Commissioner of Citywide Administrative Services may determine, subject
to the terms of the introductory paragraph of this Lease preceding Article 1.


 


ARTICLE
19


 


ACCESS
BY DISABLED PERSONS


 


Landlord
represents that the premises demised herein are suitable for access by disabled persons.


 


ARTICLE
20


 


SUBORDINATION
AND NON-DISTURBANCE


 


This
Lease shall be subject and subordinate to all existing mortgages of record or future mortgages from a reputable lender or lending
institution which may affect the real property of which the Demised Premises form a part, provided, and as a condition precedent
to the subordination of this Lease to any of said future mortgages, the mortgagee shall execute and deliver to Tenant an agreement
its then standard form and reasonably satisfactory to Tenant, whereby said mortgagee agrees that should it become necessary to
foreclose such mortgage or should the mortgagee otherwise come into possession of the premises, such mortgagee will
not join Tenant under this Lease in foreclosure or summary proceedings and will not disturb the use and occupancy of Tenant under
this Lease so long as Tenant is not in default under any of the terms, covenants and conditions of this Lease.


 




    	 	36	 



     


    

 


ARTICLE
21


 


TENANT
NOT A HOLDOVER TENANT


 


Landlord agrees
not to hold Tenant liable as holdover tenant should it continue to occupy the Demised Premises or any portion thereof after the
expiration of the term of this Lease or renewal term, if any, but, in any such event, Tenant shall be deemed to be a tenant from
month to month at a rental not less than the same rental as that of the last month of the demised term and the liability of Tenant
shall in no event be greater than that of a Tenant from month to month, any law to the contrary notwithstanding.


 


ARTICLE
22


 


NOTICES


 


A.         Any notice required to be given shall
be in writing and shall be sent by certified mail and addressed to Landlord at NPMM REALTY, INC., c/o Bank of Tokyo-Mitsubishi
Trust Company, 100 Broadway, 15th Floor, New York, New York 10005 (Attention: Mr. Richard Ference) or to Tenant addressed to:


 




    	 	37	 



     


    

 


ASSISTANT
COMMISSIONER FOR 


LEASING
AND DESIGN 


Department
of Citywide Administrative Services 


Division
of Real Estate Services 


1
Centre Street, 20th Floor North, Room 2000 


New
York, N.Y. 10007


 


and


 


DIRECTOR


Human
Resources Administration


Office
of Food Stamps


240-250
Livingston Street


Brooklyn,
New York 11201


 


and


 


ASSISTANT
DEPUTY ADMINISTRATOR


Human
Resources Administration


Office
of Facilities Operations


260
11th Avenue, 6th Floor


New
York, New York 10001


 


Either
party may change its address as set forth herein by notice to the other in the manner provided for herein, provided that no notice
of change of address shall be effective until the month following the month in which notice is given. Notice shall be deemed given
as of the day of mailing.


 


B.         Special Notices: In addition to any other notices expressly required under this Lease to be given by Landlord to Tenant,
Landlord shall immediately give written notice to Tenant of (i) the giving of any notice or the taking of any action by the holder
of any mortgage of the Premises, the result of which may be the foreclosure of, or the sale or taking of possession of, all or
any part of the Premises, (ii) the commencement of a case in bankruptcy or under the laws of any state naming Landlord as the
debtor, or (iii) the making by Landlord of an assignment or any other arrangement for the benefit of creditors under any state
statute.


 



    	 	38	 



     


    

 


Notwithstanding
the foregoing, service of process to commence a summary proceeding pursuant to Article 7 of the Real Property Actions and Proceeding
Law (“RPAPL”) relating to an occupancy by the City of New York or its agencies or officers of the Demised Premises
which at its commencement was authorized under this Lease shall be served in manner required by CPLR Section 311.


 


ARTICLE
23


 


FORCE
MAJEURE


 


Landlord,
Tenant or any Mortgagee shall not be deemed in default if it is delayed in the performance of any act, matter or thing which it
is obligated to perform hereunder, if such delay is an "unavoidable delay". An "unavoidable delay" shall mean
(i) strikes, lockouts, or labor disputes; (ii) shortages of labor or materials; (iii) acts of God, governmental restrictions, regulations
or controls, enemy or hostile governmental actions, civil commotion, insurrection, revolution, sabotage, fire, other casualty or
other conditions similar to those enumerated in this Article; or (iv) any other circumstances beyond either party’s reasonable
control. In the event of any unavoidable delay, all dates for performance shall automatically be extended by a period equal to
the aggregate period of all such delays. In no event shall Tenant’s obligation to pay rent or additional rent as and when
same becomes due be excused due to an unavoidable delay.


 




    	 	39	 



     


    

 


ARTICLE
24


 


SAVE
HARMLESS


 


Landlord
and Tenant shall each indemnify and hold harmless the other party from and against any and all liability, fines, suits, claims,
demands, expenses and actions of any kind or nature arising by reason of injury to person or property occurring on or about the
Demised Premises, the Building, or the real property of which they form a part, occasioned in whole or in part by its acts or omissions
or the acts or omissions of any person present by its license and/or permission, express or implied, or by reason of Landlord performing
preventive maintenance pursuant to a maintenance contract, or by reason of Landlord's failure to comply with obligations arising
under the ADA as set forth in Article 8 of this Lease.


 


ARTICLE
25


 


INVESTIGATIONS


 


1.1           The
parties to this agreement agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State
of New York (State) or City of New York (City) governmental agency or authority that is empowered directly or by designation to
compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental
agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that
is the subject of the investigation, audit or inquiry.


 




    	 	40	 



     


    

 


1.2(a)          If
any person who has been advised that his or her statement, and any information from such statement, will not be used against him
or her in any subsequent criminal
proceeding
refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel
the attendance of witnesses and to examine witnesses under oath concerning the award of or performance under any transaction, agreement,
lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof,
or the Port Authority of New York and New Jersey, or any local development corporation within the City, or any public benefit corporation
organized under the laws of the State of New York, or;


 


1.2(b)          If
any person refuses to testify for a reason other than the assertion of his or her privilege against self-incrimination in an investigation,
audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the
attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party
in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit
contract, or license entered into with the City, the State, or any political subdivision thereof or any local development corporation
within the City, then;


 


1.3(a)          The
commissioner or agency head whose agency is a party in interest to the transaction,
submitted bid, submitted proposal, contract, lease, permit, or license shall convene a hearing, upon not less than five (5) days
written notice to the parties involved to determine if any penalties should attach for the failure of a person to testify.


 


1.3(b)         If
any non-governmental party to the hearing requests an adjournment, the commissioner
or agency head who convened may, upon granting the adjournment, suspend any contract, lease, permit, or license pending the final
determination pursuant to paragraph 1.5 below without the City incurring any penalty or damages for delay or otherwise.


 




    	 	41	 



     


    

 


1.4          The
penalties which may attach after a final determination by the commissioner or agency head may include but shall not exceed:


 


(a)          The
disqualification for a Period not to exceed five (5) years from the date of an adverse determination for any person, or any entity
of which such person was a member at the time the testimony was sought, from submitting bids for, or transacting business with,
or entering into or obtaining any contract, lease, permit or license with or from the City; and/or


 


(b)          The
cancellation or termination of any and all such existing City contracts, leases, permits or licenses that the refusal to testify
concerns and that have not been assigned as permitted under this agreement, nor the proceeds of which pledged, to an unaffiliated
and unrelated institutional lender for fair value prior to the issuance of the notice scheduling the hearing, without the City
incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work
done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City.


 


1.5          The
commissioner or agency head shall consider and address in reaching his or her determination and in assessing an appropriate penalty
the factors in paragraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established
in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate:


 





		(a)	The party's good faith endeavors or lack thereof
to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge,
or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming
testimony of all other members, agents, assignees or fiduciaries whose testimony is sought.



 




    	 	42	 



     


    

 





		(b)	The relationship
of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person.
whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person
has within the entity.



 


		(c)	The nexus
of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City.



 


		(d)	The effect
a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties
under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition
of the interest, or at the hearing called for in 1.3(a) above gives notice and proves that such interest was previously acquired.
Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a
penalty will have on such person or entity.





 


1.6(a)        The
term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not
granted as a matter of right.


 


1.6(b)         The
term "person" as used herein shall be defined as any natural person doing business alone or associated with another person
or entity as a partner, director, officer, principal or employee.


 


1.6(c)         The
term "entity" as used herein shall be defined as any firm, partnership, corporation, association, or person that receives
monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City.


 


1.6(d)         The
term "member" as used herein shall be defined as any person associated with another person or entity as a partner, director,
officer, principal or employee.


 




    	 	43	 



     


    

 


1.7          In
addition to and notwithstanding any other provision of this Agreement, the Commissioner or agency head may in his or her
sole discretion terminate this Agreement upon not less than three (3) days written notice in the event contractor fails to
promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money, goods,
requests for future employment of other benefit or thing of value, by or on behalf of any employee of the City or other
person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this Lease by the
Landlord, or affecting the performance of this Lease.


 


ARTICLE
26


 


ASBESTOS


 


Landlord
and Tenant agree that during the term of this Lease (the "Lease Term") Landlord shall abate (i.e. remove, enclose, encapsulate
and/or replace) and/or monitor and manage any asbestos-containing materials (including, but not limited to, any such materials
on boilers, pipes, ducts, breechings, plenum,
tanks, spray on or other insulation, and any affected floor tiles, plaster, and ceiling tiles) (collectively "ACM") in
the Demised Premises and portions of the Building through which Tenant has access to the Demised Premises or which may affect the
Demised Premises, upon and subject to the following terms and conditions:


 


(A)         Tenant
has provided Landlord with a Report dated May 18, 1992 (the "Report") of the Building and/or Demised Premises prepared
by the Citywide Office of Safety and Health which
Report states there was no ACM found in the Demised Premises. (However, Tenant makes no representation with respect to the accuracy
or completeness of the Report. Landlord's reliance on the Report and on its conclusions or recommendations shall impose no liability
whatsoever on Tenant. Landlord shall make no claim against the City of New York based on its reliance on, compliance with, or use
of the Report or related in any manner to ACM in the Demised Premises or Building, whether or not disclosed in the Report).


 




    	 	44	 



     


    

 


(B)         In
the event that a subsequent inspection ("Inspection") of the Demised Premises and portions of the Building through which
Tenant has access to the Demised Premises or which may affect the Demised Premises, finds ACM, Landlord shall, at its sole cost
and expense, promptly commence or cause an abatement of any deteriorated ACM, subject to reasonable concurrence by the Department
of Citywide Administrative Services ("DCAS") and perform any work incidental thereto (the "ACM Work"), by a
contractor approved by DCAS, which approval shall not be unreasonably withheld or delayed. Landlord shall, within a time frame
to be mutually agreed to between Landlord and Tenant, diligently and in good faith complete the ACM Work. Landlord shall give Tenant
at least ten (10) days advance written notice of commencement and phasing of any ACM Work. Performance of the ACM Work shall be
in accordance with and shall comply with all applicable Federal, State, County and Municipal laws, rules, standards, regulations,
requirements and ordinances (collectively "Laws and Procedures") governing ACM Work. The contractor performing the ACM
Work shall file (and pay all fees associated with) all notices or documents, certifications or other communications required by
the City, State and Federal governments as signed by the Landlord as the "Owner". The contractor shall simultaneously
forward to Tenant copies of all notices, certifications or other communications given to Landlord or filed with the proper agencies
or authorities relating to ACM. In addition, Landlord shall contract for on-site air testing which, in accordance with the rules
and regulations of the New York City Asbestos Control Program, must be conducted by a party prescribed by applicable law. The party
performing the on-site air testing is subject to prior written approval by DCAS, which approval shall not be unreasonably withheld
or delayed.


 




    	 	45	 



     


    

 


(C)         As
set forth above, Landlord shall be required to give Tenant not less than ten (10) days advance, written notice of the scheduling
of each phase of the ACM Work so that Tenant may relocate its operations and personnel, if necessary, prior to the commencement
thereof. Landlord shall consider Tenant's use and occupancy of the Demised Premises so as to minimize the negative impact of the
ACM Work on Tenant's operations in and use of the Building
and the Demised Premises. In the event Tenant must vacate the Demised Premises or any portion thereof because the ACM Work, in
the sole, but reasonable, determination of Tenant, renders the Demised Premises unusable by Tenant, annual rent shall abate in
the proportion that the portion of the Demised Premises which is rendered unusable bears to the entire Demised Premises for the
period of time involved, provided it exceeds one full business day. Such abatement of rent shall continue until the Demised Premises
or any portion thereof may be used for the purposes set forth in the Lease, as determined solely, but reasonably, by Tenant, and
Tenant certifies same in writing.


 


(D)
If Landlord fails to comply with the requirements of Subparagraph (B) and (C) above, Tenant shall, in addition to any other remedy
it may have, have the option to effect the ACM Work on its own,
as agent for Landlord by hiring any consultants, contractors or experts Tenant deems necessary to plan, effect and supervise the
ACM Work and Tenant shall be entitled to offset all reasonable costs and expenses associated with the ACM Work against any amounts
otherwise due or becoming due to Landlord as rent and additional rent under the terms of this Lease, which offset shall be in addition
to any applicable abatement or reduction in rent under Subparagraph (C) above. Tenant shall not proceed with the ACM Work unless
(a) written notice shall first be given to Landlord specifying the manner in which Tenant claims such ACM Work has not been properly
completed and (b) Landlord shall have had thirty (30) days following receipt of such notice within which to commence and thereafter
proceed diligently and continuously to complete said work. In the event Landlord fails to commence and thereafter proceed diligently
and continuously to complete said work within said thirty (30) day period, Tenant may also, in addition to any other remedy it
may have, terminate this Lease on not less than ten (10) days written notice to Landlord.


 




    	 	46	 



     


    

 


(E)         Following
performance and completion of the ACM Work, Landlord shall, at its sole cost and expense, restore the Demised Premises to the condition
that, in Tenant's sole, but reasonable opinion, permits Tenant to use the Demised Premises for the purposes set forth in the Lease.
Landlord shall be solely responsible for all repairs arising out of the performance of the ACM Work. Landlord hereby agrees to
save, hold harmless and indemnify Tenant, its
employees, guests and invitees against any and all claims for bodily injury or property damage in connection, with the ACM Work
and work incidental thereto.


 


(F)         During
the Lease Term, Landlord shall, at its sole cost and expense, have any non-deteriorated ACM disclosed by an Inspection under Subparagraph
(B) above of the Demised Premises and portions of the Building through which Tenant has access to the Demised Premises or which
may affect the Demised Premises, monitored pursuant to a plan reasonably approved by Tenant (the "Monitor Survey") by
a New York City Department of Environmental Protection certified asbestos investigator at least once every one hundred eighty (180)
days from the Inspection, and Landlord shall immediately provide Tenant with a copy of the results of each such Monitor Survey.
The Monitor Survey shall be in accordance with the principles set forth in the EPA Document "Managing Asbestos In Place"
(the "Green Book"), as it may be subsequently revised or replaced by a similar text. If any such Monitor Survey should
reveal that ACM has deteriorated, Landlord shall so notify Tenant in writing within five (5) days of the completion of such survey
which notice shall be accompanied by a copy of such survey. Landlord shall within five (5) days from the completion of such Monitor
Survey commence and diligently proceed to comply with continuity with the provisions of this Article with respect to abatement
of any


 




    	 	47	 



     


    

 


ARTICLE
28


 


SIGNIFICANT
RELATED PARTY TRANSACTIONS


 


Landlord
shall be required to disclose and notify Tenant of any significant related party transactions the cost of which are included in
the Base Year Operating Expenses. When such transactions occur prices of same must be in line with normal industry practice in
New York City. Failure to notify Tenant of such related party transactions shall result in a disallowance of such costs that would
otherwise be part of the Base Year Operating Expenses. If such related party transactions occurred and were disclosed but it is
determined that the cost thereof was excessive, then such charges shall be disallowed to the extent they exceed normal industry
prices in New York City.


 


ARTICLE
29


 


MISCELLANEOUS


 


A.           Landlord
and its agents shall have the right, (but not the obligation) to enter upon the Demised Premises, in any emergency at any time
and at other reasonable times upon reasonable prior notice to Tenant,
to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary or desirable to the
Demised Premises or any other portion of the Building. Tenant shall permit Landlord to use, maintain and replace the present pipes
and conduits in and to the Demised Premises and to erect new pipes and conduits therein provided they are concealed within the
walls, floors or ceilings. Landlord may, during the progress of any work in the Demised Premises, take all necessary materials
and equipment into said premises without the same constituting an eviction or entitling Tenant to any damages or abatement of rent
while such work is in progress, provided that any work done by Landlord is done in a manner not to cause material inconvenience
to Tenant, nor to cause a significant interruption of Tenant’s operations.


 




    	 	48	 



     


    

 


B.           Throughout
the term of this Lease, Landlord shall have the right to enter the Demised Premises during business hours upon reasonable prior
notice to Tenant for the purpose of showing the same to prospective purchasers or mortgagees of the Building and, during the last
twelve (12) months of the term of this Lease, for the purpose of showing the same to prospective tenants.


 


C.           Landlord
shall have the right at any time upon two (2) weeks prior written notice to Tenant, without the same constituting an eviction and
without incurring any liability to Tenant, to change the arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the Building and to change the name and/or address of the Building.


 


D.           In
the event of any liability by Landlord, Tenant agrees to look solely to Landlord’s estate and interest
in the Land and Building, or the Lease of the Building, or of the Land and Building, and the premises, for the satisfaction of
any right or remedy of Tenant for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord,
and no other property or assets of Landlord shall be subject to levy, execution, attachment, or other enforcement procedure for
the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder,
or Tenant’s use and occupancy of the Demised Premises or any other liability of Landlord to Tenant arising hereunder. In
no event shall Tenant make any claim against or seek to impose any personal liability upon any party, individuals, general or limited
partners or any partnership or any stockholder, director or principal of or partner in Landlord or any party that holds any interest
in Landlord.


 




    	 	49	 



     


    

 


E.           Tenant
at any time, and from time to time, but only in connection with a financing, a sale or leasing of the Building, upon at least forty-five
(45) days’ prior notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm
or corporation specified by Landlord, a statement certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating
the dates to which the fixed rent and additional rent have been paid, and stating whether or not there exists any default by Landlord
under this Lease, and, if so specifying each such default and such other reasonable information in connection with this Lease as
shall be requested in said certificate.


 


F.           For
the purposes of this Lease, the term “Landlord”, as used in this Lease, means only the owner, or the mortgagee in possession,
from time to time of the Land and Building (or the owner of a lease of the Building or of the Land and Building) of which the Demised
Premises form a part, so that in the event of any sale or sales of said Land and Building, or of said lease, or in the event of
a lease of said Building, or of the Land and Building, the then Landlord shall be and hereby is entirely freed and relieved of
all covenants and obligations of Landlord thereafter arising or accruing after the date of such sale, conveyance or transfer, and
it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the
parties and the purchaser, at any such sale, or the sale lessee of the Building, or of the Land and Building, that the purchaser
or the lessee of the Building has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder.


 




    	 	50	 



     


    

 


ARTICLE
30


 


NO
WAIVER


 


The
failure by Tenant to insist, in one or more instances upon the full performance of any of Landlord's covenants, conditions or obligations
hereunder shall not be construed as a waiver of a subsequent breach of the same or any other covenant or condition, and the consent
or approval by Tenant to or of any act by Landlord requiring Tenant's consent or approval shall not be construed to waive or render
unnecessary Tenant's consent or approval to or of any subsequent similar act by Landlord. No provision of this lease shall be deemed
to have been waived by Tenant unless such waiver be in writing signed by Tenant.


 


ARTICLE
31


 


BROKERAGE


 


Landlord
and Tenant represent to the other that neither has dealt with any broker in connection with this Lease other than Williams Real
Estate Co., Inc. (“Broker”). Landlord shall pay any commission owing to the Broker. Tenant and Landlord hereby indemnify
and hold each other harmless against all loss, damage liability, cost and expense of any nature (including reasonable attorney’s
fees and disbursements) based on any claim by any party other than the Broker with whom such indemnifying party has dealt for a
commission or other than compensation in connection with this Lease which is based on the actions of such party or its agents or
representatives. The indemnified party shall cooperate with the indemnifying party
in any defense; the indemnified party shall not settle a claim, liability or action for which the indemnifying party has the obligation
to defend or indemnify without the indemnify without the indemnifying party’s consent. The foregoing indemnifications shall
survive any expiration or termination of this Lease.


 




    	 	51	 



     


    

 


ARTICLE
32


 


APPLICABLE
LAW


 


This
Lease shall be governed by and construed in accordance with the internal laws of the State of New York.


 


ARTICLE
33


 


LEASE
ENTIRE AGREEMENT


 


This
Lease sets forth the entire Agreement between the parties, superseding all prior agreements and understandings, written
or oral, and may not be altered or modified except by a writing signed by both parties.. This Lease shall be binding upon the parties
hereto, their successors, legal representatives and assigns.


 




    	 	52	 



     


    

 


IN
WITNESS WHEREOF, the said parties have caused this Lease to be executed the day and year
first above written.


 


	 	NPMM REALTY, INC., 
	 	Landlord
	 	 	 
	 	By	/s/ Richard Ference, VP
	 	 
	 	THE CITY
    OF NEW YORK,
	 	Tenant
	 	 	 
	 	By	/s/ Lori Fierstein
	 	Lori Fierstein
	 	Deputy
    Commissioner
	 	Department
    of Citywide
	 	Administrative
    Services
	 	 
	 	 
	Approved as to Form:	 
	 	 
	 	 
	Acting Corporation Counsel	 


 




    	 	53	 



     


    

 


	STATE OF NEW YORK	)
	 	) SS.:
	COUNTY OF NEW YORK	)


 


On
this 5th day of MAY 1997, before me personally came RICHARD FERENCE to me known who, being by me duly sworn, did depose
and say that (s)he resides in that (s)he is VICE PRESIDENT of NPMM REALTY, INC., the corporation described in and which executed
the foregoing instrument,
that (s)he knows the corporate seal of said corporation and the seal affixed to said instrument is such corporate seal, that it
was affixed by order of the Board of Directors of said corporation and that (s)he signed his name thereto by like order.


 


	 	/s/
    HENRY SKOPP
	 	HENRY SKOPP
	 	Notary Public, State of New York
	 	No. 41-9036400
	 	Qualified in Queens County
	 	Commission Expires June 30, 1998


 





	STATE OF NEW YORK	)
	 	) SS.:
	COUNTY OF NEW YORK	)


 


On
this 21st day of July, 1997, before me personally came Lori Fierstein, to me known to be the Deputy Commissioner
of the Department of Citywide Administrative Services of the City of New York, the person described in and who executed the foregoing
instrument and she acknowledged to me that she executed the same.


 


	 	/s/
    LISA M. STENSON
	 	LISA M. STENSON
	 	Notary Public, State of New York
	 	No. 03-4991138
	 	Qualified
    in Bronx County
	 	Commission
    Expires February 28, 1998


 




    	 	54	 



     


    

 


AFFIRMATION


 


The undersigned Landlord,
Lessor, Licensor or Optionor affirms and declares that said Landlord, Lessor, Licensor or Option or is not in arrears to the
City of New York upon debt, contract or taxes and is not a defaulter, as surety or otherwise, upon obligation to the City of
New York, and has not been declared not responsible, or disqualified, by any agency of the City of New York, nor is there
any proceeding pending relating to the responsibility or qualification of the proposer or bidder to receive public contracts except                             
                                                                                              
                                                                                                           
                                                   
                                   
        
            


 


Full name of Landlord, Lessor, Licensor or Optioner:


	 	NPMM
    Realty, Inc.
	Address 	c/o
                                         Bank of Tokyo-Mitsubishi Trust Company

                                                                     1251
                                         Avenue of the Americas, 10th Floor



 


City        New
York       State        New York      
Zip Code        10020      


 


CHECK ONE BOX AND INCLUDE APPROPRIATE NUMBER:


 


	 ̈	A –	Individual or Sole Proprietorship* 
	 	 	SOCIAL SECURITY NUMBER
	 	 	 	 
	 	 	 
	 ̈	B –	Partnership, Joint Venture or other Unincorporated Organization 
	 	 	EMPLOYER IDENTIFICATION NUMBER
	 	 	 
	 	 	 	 
	 	 	 
	x	C –	Corporation
	 	 	EMPLOYER IDENTIFICATION NUMBER


 


	NPMM Realty, Inc.	133592402	 


 


	By:  	/s/ Richard Ference, VP	 
	 	Signature of an Officer or Duly Authorized Representative	 


 


	Vice President	 	6/30/97
	Title	 	Date


 


If a corporation place seal here:


 


		*	Under the Federal Privacy Act the furnishing of Social Security
                                         Numbers by Individuals on City contracts is voluntary. Failure to provide a Social Security
                                         Number will not result in an Individual's disqualification. Social Security Numbers will
                                         be used to identify Landlords, Lessors, Licensors or Optionors, to ensure their compliance
                                         with laws, to assist the City in enforcement of laws, as well as to provide the City
                                         a means of identifying businesses which seek City contracts.



 


	 
	FOR DGS USE ONLY:


 


	Human Resources Administration	 	240 - 250 Livingston St, Bk	 	—
	Agency	 	Address	 	Project Number
	 	 	 	 	 
	 	 	 	 	 
	5779U/24	 	 	 	 


 




     


     


    

 


THE
MAYOR


CITY
OF NEW YORK


CALENDAR
NO. 1


 


WHEREAS,
a lease for the City of New York, as Tenant, of approximately 79,424 rentable square feet of office space on part of the 1st
through 3rd floors (the “Demised Premises”) in the building (the “Building”) located at 240-250 Livingston
Street (Block 165, Lot 22), in the Borough of Brooklyn, is for the Food Stamps program of the Human Resources Administration to
use as an office with 528 employees, or for such other use as the Commissioner of the Department of Citywide Administrative Services
may determine;


 


WHEREAS, the
proposed lease ( the “Lease”) shall be for a period of fifteen (15) years from January 1, 1997 ( the
“Commencement Date”) at an annual rental of $1,032,512.00 ($13.00 per square foot) for the first three years,
$1,076,989.44 ($13.56 per square foot) for the following three years, $1,216,775.68 ($15.32 per square foot) for the
following three years, $1,373,240.96 ($17.29 per square foot) for the following three years, and $1,548,768.00 ($19.50 per
square foot) for the last three years, payable in equal monthly installments at the end of each month. Pending an audit,
Tenant shall pay arrears due and owing under the prior lease agreement dated September 18, 1980;


 


WHEREAS,
the Lease may be terminated in whole only, effective as of the second (2nd) anniversary of
the Commencement Date, or at any time thereafter, provided the Tenant gives the Landlord 120 days prior written notice;


 


WHEREAS,
the Tenant shall have the right to renew the Lease for a period of five years at an annual
rental of $1,707,616.00 ($21.50 per square foot) upon no less than twelve
(12) months prior written notice to the Landlord, or by December 31,
2010;


 


WHEREAS,
the Landlord shall, prior to the Substantial Completion Date (defined in the Lease), prepare final architectural plans and
engineering plans and make alterations and improvements in accordance with a scope of work prepared by the Human Resources Administration
and approved by the DCAS Division of Real Estate Services, which is attached to the Lease;


 


WHEREAS,
the Landlord shall provide heat, air-conditioning, hot and cold water and elevator services during normal business hours 8:00
a.m. to 6:00 p.m. on Monday through Friday inclusive, holidays excepted, and access and elevator service twenty-four (24) hours
per day, seven (7) days per week;


 


WHEREAS,
tenant shall make ordinary, nonstructural interior repairs it deems necessary for its occupancy. The Tenant shall provide
its own cleaning and rubbish removal services;


 


WHEREAS,
the Landlord shall pay real estate taxes, assessments, water rates and sewer rents;


 




     


     


    

 


WHEREAS,
the Tenant shall reimburse the Landlord, or receive credit, for Tenant’s proportionate
share (32%) of any increase, or decrease, in real estate taxesover the real estate taxes for the base fiscal year 1995/96;


 


WHEREAS, the
Tenant shall reimburse the Landlord for its proportionate share (32%) of the adjusted amount of the Landlord’s
operating expenses above the operating expenses for the base calendar year 1995 (the “Base”). The amount of the
adjustment shall be determined by multiplying the Base by the operating expense percent of change in the Consumer Price
Index;


 


WHEREAS,
unless caused by the Tenant’s negligence or acts, the Landlord shall make interior,
exterior, and structural repairs, including but not limited to maintenance, repair and replacement to the roof, sidewalks, windows
and window glass, elevators, plumbing, electrical, heating, ventilation and air-conditioning equipment;


 


WHEREAS,
the Landlord shall paint the Demised Premises completely within sixty (60) days of the execution
of this lease and again when requested by the Tenant after the fifth and tenth anniversaries of the lease term. In the event the
renewal option is exercised by the City of New York, Landlord shall paint the Demised Premises in the sixteenth year of the Lease;


 


WHEREAS,
the Tenant shall pay for its own electricity directly to the public utility company.
The Landlord shall, at its sole cost and expense, provide the meter and any necessary wiring;


 


WHEREAS,
the Citywide Office of Safety and Health has inspected the site and determined that there
is no asbestos containing material (“ACM”) within the Demised Premises. In the event that a subsequent inspection
(“Inspection”) reveals the presence of ACM, Landlord shall, at its sole cost and expense, cause an abatement of deteriorated
ACM in the Demised Premises and portions of the Building through which Tenant has access or which may affect the Demised Premises.
If the abatement requires Tenant to vacate any portion of the Demised Premises, then the rent shall be abated for the portion
of the space that becomes untenantable during the asbestos removal; 


 




    	 	(2)	 



     


    

 


WHEREAS,
there is no City-owned property or space in buildings under lease or license to the City that can be utilized to provide the space
required by this Agency and the rent is fair and reasonable;


 


WHEREAS,
the Office of Management and Budget has notified the Department of Citywide Administrative
Services that funds for the rental of these premises will be provided when needed;


 


WHEREAS,
as certified below, a duly noticed Special Real Property Public Hearing in the matter of
a lease pursuant to Section 1602 of the City Charter, was held and closed by the Mayor on July 1, 1997, (Cal. No. 1). At such
hearing no testimony was offered;


 


WHEREAS,
the Hearing was closed without amendment;


 


WHEREAS,
the lease has been executed by the Landlord;


 


CERTIFICATION
by the Mayor's Office of Contracts/ Public Hearing Unit of the actions at and final disposition
of the Special Real Property Public Hearing held on July 1, 1997, (Cal. No. 1);


 


	Jacqueline Galory	 	Hearing Secretary	 	July 2, 1997
	Name	 	Title	 	Date


 


NOW,
after due consideration, the Mayor hereby authorizes the Department of Citywide Administrative
Services, Division of Real Estate Services, to lease the property described herein in accordance with the terms of the
lease described in the Calendar of Special Public Hearings on Real Property Acquisition and Disposition dated July 1, 1997, (Cal.
No. 1). The relevant portions of the Calendar are annexed hereto.


 


	Date:	 7/2/97		/s/ Beth A. Kaswan
	 	 	Beth
    A. Kaswan, Director
	 	 	Mayor's Office of Contracts


 




    	 	(3)	 



     


    

 


EXHIBIT
“A”


 


FLOOR
PLANS


 




    	 	56	 



     


    

 





 


EXHIBIT
A