**Exhibit 10.3**

 

**AGREEMENTOF LEASE**, made as of this 10th day of August,2005, by and between Garden Spires Associates LP, with offices at c/o AlmaRealty Co., 28-18 31st Street, Astoria, NY 11102, (hereinafter referred to as “Landlord”),and American Medical Alert Corporation, with offices at 3265 Lawson Boulevard,Oceanside, New York 11572, (hereinafter referred to as “Tenant”).

 

**WITNESSETH**:Landlord and Tenant hereby covenant and agree as follows:

 

SPACE

 

1.                                       Landlordhereby leases to Tenant and Tenant hereby leases from Landlord the space in thecellar (“Demised Premises”) of the building known as 36-36 33rd Street, LongIsland City, New York (hereinafter referred to as the “Building”) (see floorplan of the Demised Premises annexed hereto as exhibit “A”). In addition tooccupying the Demised Premises, Tenant shall have the right to use in commonwith other tenants in the Building, all common areas and public portionsthereof and in addition thereto, Tenant shall have the right to use a loadingarea in the garage adjacent to and through the access doors leading to theDemised Premises.

 

TERM

 

2.                                       Theterm of this lease shall commence on August 1, 2005 (the “CommencementDate”) and terminate on March 31, 2018 (“Term Expiration Date”).

 

RENT

 

3.                                       (A)                              Thebasic annual rent or fixed minimum rent commencing on the “Rent CommencementDate”, as hereinafter defined, is as follows:

 
| **LEASE YEAR** | ** ** | **ANNUAL RENT** | ** ** | **MONTHLY RENT** | ** ** |
|----------------|------------|-----------------|------------|------------------|------------|
| 1              |       | $               | 220,000.00 |             | $          | 18,333.00 |   |
| 2              |       | $               | 220,000.00 |             | $          | 18,333.00 |   |
| 3              |       | $               | 226,600.00 |             | $          | 18,883.33 |   |
| 4              |       | $               | 233,398.00 |             | $          | 19,449.83 |   |
| 5              |       | $               | 240,399.94 |             | $          | 20,033.33 |   |
| 6              |       | $               | 247,611.94 |             | $          | 20,634.33 |   |
| 7              |       | $               | 255,040.30 |             | $          | 21,253.36 |   |
| 8              |       | $               | 262,691.51 |             | $          | 21,890.96 |   |
| 9              |       | $               | 270,572.26 |             | $          | 22,547.69 |   |
| 10             |       | $               | 278,689.43 |             | $          | 23,224.12 |   |
| 11             |       | $               | 287,050.12 |             | $          | 23,920.84 |   |
| 12             |       | $               | 295,661.62 |             | $          | 24,638.47 |   |
| 13             |       | XXXXXXXX        |       | $                | 25,377.62  |   |

 

(B)                                Duringthe term of this Lease, the basic annual rental shall be payable in equalmonthly installments in advance on the first day of each calendar month duringthe term of this lease at the office of the Landlord. Tenant shall pay the rentas above stated and as

 

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hereinafterprovided, without any set off or deduction whatsoever. In any case in which thebasic annual rent or additional rent, as hereinafter defined, is not paid withinten (10) days of notice that it was not paid upon the day when same isdue, Tenant shall pay a late charge equal to 4 cents for each dollar so due. Inthe event the basic annual rent or additional rent is not paid within thirty(30) days of when same is due, Tenant shall also pay interest thereon at thelease interest rate. The term “Lease Interest Rate” shall mean interest at therate of twelve (12%) percent per annum provided such rate does not violate theusury laws of New York State. If such rate violates such usury laws, then itshall be 1/2% below the maximum permissible rate.

 

(C)                                Notwithstandingthe term commencement date of August 1, 2005 and subparagraph (B) herein,it is understood and agreed that Tenant shall commence paying the basic annualrent (except that Tenant shall pay the first monthly installment upon thesigning of this Lease), thirty (30) days after Landlord delivers possession ofthe premises to Tenant with the initial work to be performed by Landlordhereunder (see 7(B) herein) having been substantially completed (the “RentCommencement Date”). Promptly following the determination of the RentCommencement Date, Landlord and Tenant shall execute an agreement setting forththe Rent Commencement Date and the rent schedule (based on subparagraph (A) herein),commencing on the Rent Commencement Date and expiring on March 31, 2018,the Term Expiration Date. In the event the Rent Commencement Date begins on thefirst day of a month, the First Lease Year (see subparagraph (A) herein)shall end on the first anniversary of the last day of the preceding month. Ifthe Rent Commencement Date begins on a date other than the first day of amonth, the Tenant shall pay a pro rata portion of the rent from such datethrough and including the last day of such month and the First Lease Year shallend on the first anniversary of the first day of the preceding month. Eachsucceeding Lease Year shall end on the anniversary date of the previous LeaseYear, except that in no event shall the term of this lease extend beyond March 31,2018, the Term Expiration Date .

 

(D)                               Theterm “substantially completed” shall mean (i) completion of the initialwork (as shown at Schedule B herein) but for minor insubstantial detailsof construction and mechanical adjustments (i.e. so-called “punch list” items)and (ii) delivery to Tenant of a certification from Landlord’s architectaddressed to the benefit of the Tenant which confirms that the Demised Premisesis not considered part of the floor area of the Building and that thepermissible use set forth in paragraph 5 of this Lease is permitted within theDemised Premises so long as the Landlord shall comply with all governmentallaws, rules and regulations. Landlord agrees that it shall comply with allgovernmental laws rules and regulations in connection with this initialwork (including obtaining an amendment to the certificate of occupancy topermit the use contained in paragraph 5). In the event substantial completionis achieved on a date other than the first day of the month, the Tenant shallpay a pro rata portion of the rent from such date through and including thelast day of such month. Landlord shall use its best efforts to deliver toTenant the Demised Premises with the initial work substantially completed by nolater than February 1, 2006 (“Delivery Date”). In the event Landlord failsto deliver the Demised Premises to Tenant with the initial work substantiallycompleted by the Delivery Date (unless Landlord’s failure to so deliver samewas a result of Tenant’s acts and/or that of it’s agents and/or employees,specifically including Tenant’s failure to deliver to Landlord it’sarchitectural and engineering plans and drawings by October 9, 2005, asper paragraph “7 (B) ” herein), then, for each one day of Landlord’s delay,Tenant shall be entitled to one day of “free rent” commencing with the RentCommencement Date. Notwithstanding anything herein to the contrary, Landlordmust deliver to

 

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Tenant the DemisedPremises with the initial work substantially completed by no later than February 28,2006 “Time Being of the Essence” (“Outside Delivery Date”). In the eventLandlord fails to deliver the Demised Premises to Tenant with the initial worksubstantially completed by the Outside Delivery Date (unless, as noted above,it was a result of Tenant’s acts and/or that of it’s agents and/or employees),then Tenant may cancel this lease, and in such event, Landlord shall reimburseTenant, within thirty days following Tenant’s election to cancel the Lease,$220,000.00 representing the liquidated damages of Tenant for expenses actuallyincurred by Tenant including fixture, furnishing and equipment, professionalservices for the space, including architectural, expediters, engineering,contractors, reasonable legal fees, and any payments made by Tenant toLandlord. Tenant shall exercise such right to cancel by giving written noticethereof to Landlord within ten (10) days from the Outside Delivery Date, “TimeBeing of the Essence”, unless the parties agree in writing to extend such timeperiod. It is understood and agreed that the Delivery Date and the OutsideDelivery Date and any rights based thereon shall be adjusted and/or modified ona day for day basis as a result of delays, if any, caused by Tenant’s actsand/or that of its agents and/or employees. (As and for an example, if Tenant’sacts and/or that of it’s agents and/or employees cause three days of delay, theDelivery Date shall be modified to read February 4, 2006 and the OutsideDelivery Date shall be modified to read March 3, 2006) . Landlord shallpromptly give notice to Tenant of any Tenant acts and/or that of its agentsand/or employees that are causing or will cause a delay in delivery of theDemised Premises by the Delivery Date and/or Outside Delivery Date.

 

(E)                                 Tenantcovenants and agrees that all fixed minimum rent and additional rent due andpayable by Tenant under this Lease are unconditional obligations on the part ofTenant, and shall be paid to Landlord whenever the same shall be due andpayable without setoff or deduction of any kind.

 

(F)                                 Tenantfurther covenants and agrees that Tenant shall not be entitled to any abatementof fixed minimum rent or additional rent payable under this lease, ordiminution of same in any summary dispossess, non-payment of rent or holdoverproceedings, by reason of any breach by Landlord of any covenants contained inthis lease on Landlord’s part to be performed. In any such summary dispossess,non-payment of rent or holdover proceeding, Tenant may not assert acounterclaim, nor have the right of set-off by way of damages or recoupment byreason of Landlord’s failure to perform any of the terms, covenants orconditions contained in this lease on Landlord’s part to be performed, but Tenantshall be relegated to an independent action for damages, and such independentaction shall not at any time be joined or consolidated with any summarydispossess, non-payment of rent or holdover proceeding.

 

SECURITY

 

4.                                       (A)                              Tenantshall deposit with Landlord upon execution of this Lease the sum of $36,666.00(two times the monthly rent) as and for Security for the faithful performanceand observance by Tenant of Tenant’s obligations under this lease.

 

(B)                                Tenantshall be entitled to interest on its security deposit at the rate of 2.5% perannum.

 

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(C)                                Tenantagrees that in the event Tenant defaults in respect of any of the terms,provisions and conditions of this lease, including, but not limited to, thepayment of fixed minimum rent and additional rent, Landlord may use, apply orretain the whole or any part of the Security deposited and interest earnedthereon, if any, to the extent required for the payment of any fixed minimumrent and additional rent, or for any sum which Landlord has expended by reasonof Tenant’s default in respect of any of the terms, covenants and conditions ofthis Lease, including, but not limited to, any damages or deficiency in thereletting of the premises, whether such damage or deficiency accrued before, onor after summary proceedings or other re-entry by Landlord, with interestthereon from the date of expenditure of loss, as the case may be.

 

(D)                               Inthe event that Tenant shall fully and faithfully comply with all of the terms,provisions, covenants and conditions of this lease, the Security, or so muchthereof as shall then remain on deposit with Landlord, shall be returned toTenant within ten business days after the date fixed as the end of this leaseand after delivery of entire possession of the Demised Premises to Landlord inaccordance with the provisions of this lease.

 

(E)                                 Inthe event of a sale of the Demised Premises, Landlord shall have the right totransfer the Security to the vendee or lessee and Landlord, provided suchvendee or lessee assumes the obligations of Landlord under this Lease and, uponmaking such transfer and confirming in writing to Tenant that Landlord has doneso and who such vendee or lessee is and what his, her or its address is,thereupon shall be deemed released by Tenant from all liability for the returnof the Security and Tenant agrees to look solely to the new landlord for thereturn of the Security.

 

(F)                                 Tenantfurther agrees that it will neither assign or encumber, nor attempt to assignor encumber, the monies deposited hereunder as Security and that neitherLandlord nor its successors or assigns shall be bound by any such assignment,encumbrance, attempted assignment or attempted encumbrance.

 

(G)                                Tenantfurther agrees that if for any reason (including the reason that Landlord haselected to use, apply or retain the whole or any part of the Security pursuantto this Article), the Security at any time remaining on deposit with Landlordshall be less than two times the amount of the then monthly rent, Tenant, uponwritten demand and by no later than ten days thereafter, shall deposit withLandlord cash in an amount sufficient to increase the then Security to the thenrequired amount of Security.

 

USE

 

5.                                       TheTenant shall use and occupy the Demised Premises only for general, executiveand administrative offices, communication center, repair of Tenant’sresidential electronic equipment, engineering research, shipping and receivingand storage in connection with the Tenant’s business and that of itsaffiliates, and for no other purpose.

 

SERVICES

 

6.                                       (A)                              Landlordwill provide non-electric base board heat to the Demised Premises, duringbusiness hours of 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m.,1:00 p.m. on Saturdays, excluding all legal holidays. Landlord shallinstall a sub-meter to measure

 

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Tenant’s actualconsumption of electricity for ordinary office use within the Demised Premises.Ordinary office use shall include but not be limited to lighting, operation ofoffice equipment, typewriters, word processors, personal computers, telephones,facsimile machines, and photocopy machine. Ordinary office use, for purposesherein, shall not include the HVAC system. Tenant shall pay for its actualconsumption as measured by said sub-meter for ordinary office use (based on theactual cost from the utility company without any premium charged by Landlord). Landlordshall install, at Landlord’s cost and expense a supplemental boiler and an HVACsystem to service the Demised Premises (said boiler and HVAC compressor to belocated outside of the Demised Premises), all in accordance with Tenant’s workletter. Tenant shall have a thermostat within the Demised Premises which willpermit Tenant to control the HVAC unit on a 24 hour/ 7 days a week basis. Withrespect to electric current for said HVAC system, Landlord shall install ameter to measure actual consumption thereof and Tenant shall pay 100% of thebill as measured thereby (based on the actual cost from the utility companywithout any premium charged by Landlord). Tenant will also pay itsproportionate share (“Tenant’s Proportionate Share”) of the gas bill for thecommon areas of the Building for gas actually used in connection with theheating of such areas via base board heat. Tenant’s proportionate share, asreferred to herein and elsewhere in this lease, shall be 5.96%. The Tenant’sproportionate share is subject to change based upon any change in the squarefootage of the rentable area of the Building and/or the Demised Premises.Tenant’s Proportionate Share shall mean the fraction, the denominator of whichis the net rentable area of the Building in square feet and the numerator ofwhich is the Demised Premises’s net rentable area in square feet. Landlordrepresents that the net rentable area for the building as of the date of thislease, inclusive of the cellar is 186,100 square feet. The above sums shall bepaid within ten (10) days following the billing thereof by Landlord.Landlord will furnish copies of all such bills to Tenant promptly upon receiptthereof.

 

(B)                                Landlordwill provide cleaning services of and to the public or common areas of theBuilding, which will be performed by Landlord at its sole cost and expense,between the hours of 5:00 p.m. and 6:00 a.m. on Monday throughFriday, legal holidays excepted. Cleaning of Demised Premises shall beperformed by Tenant at Tenants cost and expense. Trash will be delivered to aspace designated by Landlord. At Tenant’s option, Landlord shall providecleaning services of and to the Demised Premises between the hours of 5:00 p.m.and 6:00 a.m. on Monday through Friday, legal holidays excepted, at a costof One ($1.00) Dollar per sq. ft. annually, payable on a monthly basis, asadditional rent, during such period in which such services are rendered.

 

(C)                                Landlordwill furnish elevator service to the Demised Premises twenty four hours a day,seven days a week.

 

(D)                               Landlordwill furnish adequate hot and cold tempered water for lavatory and drinkingpurposes twenty four hours a day, seven days a week.

 

(E)                                 Duringhours other than those aforementioned and provided Landlord consents to same,any services heretofore enumerated will be provided as overtime services, to bebilled at overtime rates at the sole cost and expense of Tenant requestingsame.

 

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LANDLORD’S REPAIRS AND INITIAL WORK

 

7.                                       (A)                              Landlordwill make all the repairs to and provide the maintenance for the public areasof the Building; the roof and structure thereof; and to the building-widesystems inclusive of the plumbing, electrical, HVAC and mechanical systemsservicing the Demised Premises, except for such repairs and maintenance to orwith respect to same as may be necessitated by reason of the negligence,improper care or use of such premises and facilities by Tenant, its agents,employees, licensees or invitees, in which event repairs shall be made byLandlord at Tenant’s expense. There shall be no allowance to Tenant for adiminution of rental value and no liability on the part of Landlord by reasonof inconvenience, annoyance or injury to business arising from Landlord makingany repairs, alterations, additions or improvements in or to any portion of theBuilding or to the Demised Premises, or in or to the fixtures, appurtenances orequipment thereof, except if due to Landlord’s willful acts or that of itsagents, contractors or employees and provided the Landlord’s acts do notmaterially interfere with Tenant’s ingress/egress from the Demised Premises.Landlord shall perform maintenance and other work to be performed by Landlordusing reasonable efforts to minimize interference with Tenant’s business.

 

(B)                                Landlordagrees to prepare and complete the demised premises on a “build to suit” basis,at its sole cost and expense. The build-out shall comply with Tenant’s designs,to be approved by Landlord. Landlord’s work shall consist of that set forth at Schedule ”B”herein, inclusive of removing partitions where reasonably required by Tenant inaccordance with its plans and specifications, however, in any and all eventssubject to the AMAC/H+Link Memo (“Memo”) to Alma Realty, also attached heretoas and in part of and at the last page of Schedule ”B”, it beingunderstood and agreed that the intent of the Memo is to allocate the costs ofthe Schedule B work and not to limit or reduce the content of such work.No other initial work shall be required to be performed by Landlord. In lieu ofLandlord performing the ceiling, lighting and carpeting work to the DemisedPremises, at Tenant’s election, Tenant shall be granted a one time credit offifty (.50) cents per square foot of ceiling tiles, fifty ($50.00) dollars perlighting fixture and five ($5.00) dollars per yard of carpet which one time creditshall be applied against the first monthly rent due and owing following Tenant’selection. Notwithstanding anything herein to the contrary, Tenant must deliverto Landlord it’s preliminary architectural and engineering plans and drawings(which shall be subject only to minor modifications by Tenant) by no later thanOctober 9, 2005, “Time Being of the Essence”. In the event Tenant fails totimely deliver such plans/drawings, then Tenant shall pay to Landlord for eachand every day of delay beyond said date of October 9, 2005, in addition toany other sums due under this Lease, the sum of $611.00/ day. This sum shall bedue and payable by Tenant to Landlord simultaneously with Tenant’s delivery ofthe plats/drawings to Landlord, whenever same shall occur. Any modificationsrequired by the Landlord to the preliminary plans after Landlord’s review ofthe preliminary plans submitted by Tenant shall not cause the Tenant to incurthe $611.00/day penalty; it being understood that Tenant’s liability for such penaltywith respect to the preliminary plans shall cease upon timely delivery of sameto Landlord.

 

(C)                                Landlordrepresents that the Demised Premises is dry and that there are no leaks in sameand Landlord shall perform such work to eliminate unreasonable noise andvibration within the Demised Premises, including performing such work as setforth in Schedule B.

 

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TENANT’S REPAIRS

 

8.                                       Tenantshall take good care of the interior of the Demised Premises and perform anyand all maintenance and repairs, as needed therein, except if (i) therepair is required as a result of Landlord’s negligence or (ii) its workfor which the Landlord is obligated to perform under 7(A) above. Landlordmay, after fifteen (15) days notice to Tenant, perform said repairs, at theexpense of Tenant, if Tenant fails to do so. In the case of an emergency, nonotice shall be required.

 

PARKING

 

9.                                       Landlordshall provide Tenant with ten (10) parking spaces (Tenant understandscertain cars will be parked via valet), as designated by Landlord, in a newlyconstructed parking facility on-site at no cost or expense to Tenant. In theevent such parking is unavailable to Tenant at the Commencement Date, Landlordwill furnish, at no cost and expense to Tenant, valet parking to Tenant’semployees, directly in front of or adjacent to the Building.

 

DIRECTORY

 

10.                                 Landlord,in its discretion as to size, location and appearance, will furnish in thelobby of the Building a directory which will contain a Tenant List. Tenantshall have the right to install its own directory in the lobby of each floor ofthe Building in which Tenant occupies space, but must first obtain Landlord’sprior written consent, not to be unreasonably withheld.

 

11.                                 IntentionallyOmitted.

 

INSURANCE

 

12.                                 (A)                              Tenant,at its expense, shall maintain at all times during the term of this Lease,public liability insurance with respect to the Demised Premises and the conductor operation of its business therein, naming Landlord as an additional insured,and with limits of $1,000,000 for property damage and not less than $2,000,000for bodily injury or death to any number of persons in any one occurrence.

 

(B)                                Tenantshall promptly deliver to Landlord a Certificate of Insurance for such fully paidfor policies prior to occupancy, and Tenant shall deliver to Landlord suchCertificate of Insurance for a renewal policy at least thirty (30) days beforethe expiration of any existing policy. All such policies shall be issued bycompanies licensed to do business in the State of New York with an “A” Bestrating and all such policies shall contain a provision whereby the same cannotbe canceled or materially modified unless Landlord is given at least twenty(20) days prior written notice of such cancellation or modification, including,without limitation, any cancellation resulting from the non-payment ofpremiums.

 

(C)                                Tenantshall maintain insurance coverage in an amount adequate to cover the cost ofreplacement of all of Tenant’s personal property, fixtures, furnishings, andequipment.

 

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REAL ESTATE TAX ESCALATION

 

13.                                 (A)                              Forpurposes of this Article, the following definitions shall apply:

 

1)                                      Theterm “Tax Year” shall mean the fiscal year, July 1 to June 30 (orsuch other fiscal year as hereafter may be duly adopted by the taxingauthorities for real estate tax purposes).

 

2)                                      Theterm “Escalation Year” shall mean any Tax Year during the term of this Leasecommencing with Tax Year commencing July 1, 2005.

 

3)                                      Theterm “Base Tax Year” shall mean the July 1, 2005 to June 30, 2006 TaxYear.

 

4)                                      Theterm “Base Taxes” shall mean the Taxes computed by the taxing jurisdiction forthe Base Tax Year.

 

5)                                      Theterm “Taxes” shall be deemed to include all real estate taxes assessed upon orwith respect to the tax lot upon which the Building is situated and imposed bythe taxing authorities. If, due to any change in the method of taxation, othertaxes are imposed or substituted for, or levied against Landlord or any ownerof the Building or the real property, in lieu of any real estate taxes upon orwith respect to the real property now being assessed, such tax shall beincluded in the term Taxes for the purposes of this Article, except taxes suchas franchise, income, or revenue tax on Landlord’s rental income receipts.

 

(B)                                IfTaxes payable in any Escalation Year shall be in such amount as shallconstitute an increase above Base Taxes, Tenant shall pay Tenant’sProportionate Share of such increase. Increases in Taxes, payable by reason ofreductions in Landlord’s tax abatement shall be deemed tax increases subject toprovision of this Escalation Clause unless such reduction is the direct resultof landlord’s intentional or negligent acts.

 

(C)                                Ifthe sum of the installments of Taxes payable by Landlord in any Escalation Yearexceeds the Landlord’s Base Taxes for the Base Tax Year, the annual rentalreserved hereunder for such Escalation Year shall be increased by Tenant’sProportionate Share of the amount of such excess and shall be payable duringsuch Escalation Year in monthly amounts equal to 1/12th of the amount of suchincrease (as reasonably estimated by Landlord if not finally determinable onthe first day of such Tax Year, subject to later adjustment).

 

(D)                               Ifa final determination shall be rendered reducing the assessed valuation of theland and/or Building for the Landlord’s Base Tax Year, the assessed valuationas so reduced shall, for all purposes be the assessed valuation used incomputing the Landlord’s Base Taxes under section (4) ofsub-paragraph (A) above. If said determination is rendered subsequent tothe submission by Landlord to Tenant of any statements referred to insub-paragraph (E) below, Landlord shall submit revised statements toTenant based upon the reduced assessed valuation and Tenant shall, withinthirty (30) days after submission of said revised statements, pay Landlord anyadditional rent due by reason of such recomputations which computation shall beadequately set forth in the said revised statements.

 

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(E)                                 Landlordshall from time to time during the term of this Lease, after the respectiveamounts of Taxes for the periods in question become ascertainable, submit toTenant statements setting forth the computation of any increase or decrease inrental. Landlord’s failure to submit a statement or statements pursuant to thissub-paragraph or sub-paragraph (D) above shall not constitute a waiver ofany rent increases payable by Tenant under this paragraph provided, however,that such additional rental shall only become due and payable following Tenant’sreceipt of such statement from Landlord. Landlord may submit its statements (orestimates thereof) separately and at different times, but the payment ofadditional rent shall nevertheless be made in the manner and within the timelimits herein above set forth with respect to each statement so submitted.

 

(F)                                 Ifthe term of this Lease expires on a day other than the last day of the TaxYear, rental increases pursuant to subparagraph (C) above shall bepro-rated as of said expiration date.

 

(G)                                Inthe event of a taking, pursuant to the power of eminent domain, of a portion ofthe Building under such circumstances as shall not result in a termination of thisLease, then from and after the date of such taking (i) the Base Tax Amountshall be deemed reduced in proportion to the reduction in the number of squarefeet of rentable space in the Building resulting from such taking, and (ii) Tenant’sProportionate Share shall be adjusted so as to be equal to a fraction of whichthe denominator is the reduced number of square feet of rentable space in thebuilding and the numerator is the number of square feet of space leased toTenant following such taking.

 

(H)                               Theprovisions of this paragraph shall survive the expiration or termination ofthis Lease until a final adjustment has been made for the Tax Year in which theExpiration Date occurs.

 

(I)                                    Thestatements of the adjustment to be furnished by Landlord as provided in subparagraph(E) shall be based on data submitted by Landlord to a firm of CertifiedPublic Accountants (who may be the firm now or then currently employed byLandlord for the audit of its accounts). In the accountant’s opinion based onthe date submitted, such statements shall present fairly the escalationadjustment for the periods represented thereby.

 

(J)                                   Anydelay or failure of Landlord, beyond January of any year, h computing thebilling for the rent adjustments herein above provided, shall not constitute awaiver of or in any way impair the continuing obligation of Tenant to pay suchrent adjustments hereunder upon Tenant’s receipt of such statements.

 

(K)                               Notwithstandingany expiration or termination of this Lease prior to the Lease expiration date(except in the case of a cancellation by mutual agreement, termination uponcasualty or condemnation) Tenant’s obligation to pay rent as adjusted underthis Article shall continue and shall cover all periods up to the Leaseexpiration date, and shall survive an expiration or termination of this Leaseuntil such amounts previously accruing have been paid.

 

(L)                                 Ifthe first or final lease year during which escalations may occur shall containless than twelve (12) months, the additional rental under this Lease shall beprorated.

 

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(M)                            Notwithstandinganything to the contrary contained in this Section 13, in the event the Buildingconstruction and improvements has not been completed and the building is not substantiallyoccupied, and therefore the Building shall not have been fully assessed by theBase Tax Year set forth in 13(A) (3), then the Tax Year in which theBuilding shall be fully assessed shall be deemed to be the Base Tax Year andthe Escalation Year shall mean any Tax Year during the term of the Leasecommencing following the new Base Tax Year as determined in accordance withthis Section 13(M).

 

TAX ABATEMENT

 

14.                                 (A)                              Landlordrepresents that it has filed the necessary paperwork in connection withobtaining a real estate tax abatement under the Industrial Commercial IncentiveProgram (ICIP) (including the filing of the ICIP applications). Landlord agreesto fully cooperate with Tenant and to provide Tenant, at Tenant’s expense, withany documents necessary in order for Tenant to apply for and receive 100% ofthe benefits available to Tenant under the New York City Commercial ExpansionPrograms, including without limitation, the Relocation Employment AssistanceProgram, the Energy Cost Savings Program and the Rent Abatements for Commercialand Industrial Tenants (“Title 4-A”) and any other business incentive programsfor which Tenant may be eligible to receive benefits. In connection with suchbenefit programs, upon request, Landlord agrees to provide Tenant with thefinal certificate of eligibility and certificate of completion. If the benefitsare in the form of a refund payable to Landlord, Landlord shall endorse over,or otherwise pay, to Tenant 100% of such refund, upon Landlord’s receipt ofsuch refund. Landlord, in no event, guarantees approval of benefits under theseprograms, except Landlord shall be responsible for the loss of any benefits dueto or arising out of landlord’s negligence or willful misconduct. Landlord alsorepresents and is informing Tenant that:             —

 

1)                                      anapplication for abatement of real property taxes pursuant to Title 4-A will bemade for the Demised Premises;

 

2)                                      therent including amounts payable by the Tenant for real property taxes willaccurately reflect any abatement of real property taxes pursuant to Title 4-A;

 

3)                                      sincethe Term of the Lease exceeds ten (10) years, at least twenty five($25.00) dollars per square foot must be spent on the improvements to thePremises and the common areas, provided however, if by the sixtieth (60th) dayfollowing the rent commencement date, the Tenant employs in the Premises 125 orfewer employees in the Premises, at least two dollars and fifty cents ($2.50)per square foot must be spent on improvements to the Premises and the common areas.

 

4)                                      allabatements granted shall be revoked if, during the benefit period, real estatetaxes, water or sever charges or other lienable charges are unpaid for morethan one year, unless such delinquent amounts are paid as provided insubdivision four hundred ninety-nine-ff of Title 4-A.

 

5)                                      onthe date of this Lease, Tenant’s Proportionate Share of the Building (asdefined above) is 6.00%.

 

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(B)                                Tenantagrees to (i) report to the Landlord the number of workers permanentlyengaged in employment in the space leased, the nature of each worker’semployment and the New York City residency of each worker and (ii) provideaccess to the Premises by employees and agents of the department overseeing theICIP program at all reasonable times at the request of the Landlord.

 

(C)                                Landlordagrees that Tenant shall not be required to pay taxes or charges which becomedue because of the willful neglect or fraud by the Landlord in connection withthe ICIP Program, or otherwise relieve or indemnify the Landlord from anypersonal liability arising under the Administrative Code 11-265 except whereimposition of such taxes, charges or liability is occasioned by actions ofTenant in violation of the Lease.

 

(D)                               Notwithstandinganything contained in this Lease to the contrary, Landlord consents and agreesthat Tenant’s subsidiaries, HCI Acquisition Corp. (H+Link On Call), LMAAcquisition Corp. and/or Safecom, shall have the right to occupy and use,during the term of the Lease, a portion of the Premises, for its general,executive and administrative offices in connection with its business.

 

(E)                                 Landlordagrees to such modification to the provisions of this paragraph 14 as arerequired by the applicable governmental agency in order to obtain the benefitsreferred to in paragraph 14(A) above at no cost and expense to Landlord.

 

ADDITIONAL RENT

 

15.                                 Inthe event the Tenant shall fail to pay Landlord the charges and expenses asrequired by the terms of this Lease other than the annual base or minimum rent(hereinafter sometimes referred to as “additional rent”), the Landlord shallhave the same rights and remedies as those provided for in the Lease withregard to the Tenant’s failure to pay an installment of the annual base rent.

 

FIXTURES & INSTALLATIONS

 

16.                                 Allappurtenances, fixtures, improvements, additions and other property attached toor built into the Demised Premises by Landlord, at Landlord’s expense, shall beand remain the property of Landlord, except that any such fixtures, improvements,additions and other property installed at the expense of Tenant may be removedby Tenant on the condition that Tenant shall repair, at its expense, any damageto the Demised Premises or the Building resulting from such removal. Except asotherwise provided for herein, all the outside walls of the Demised Premisesincluding corridor walls and the outside entrance doors to the DemisedPremises, any balconies, terraces or roofs adjacent to the Demised Premises,and any space in the Demised Premises used for shafts, stacks, pipes, conduit,ducts or other building facilities, and the use thereof, as well as accessthereto, for the purpose of operation, maintenance, decoration and repair, areexpressly reserved to Landlord, and Landlord does not convey any rights toTenant therein. Notwithstanding the foregoing, Tenant shall enjoy full right ofaccess to the Demised Premises through the public entrances, public corridorsand public areas within the Building.

 

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ALTERATIONS

 

17.                                 (A)                              Tenantshall make no structural alterations, decorations, installations, additions orimprovements in or to the Demised Premises without Landlord’s prior writtenconsent, not to be unreasonably withheld or delayed, and then only bycontractors or mechanics who do not interfere with Landlord’s work in theBuilding.

 

(B)                                Allinstallations or work done by Tenant shall at all times comply with:

 

(a)                                  Laws,rules, orders and regulations of governmental authorities having jurisdictionthereof.

 

(b)                                 Reasonablerules and regulations of the Landlord.

 

(c)                                  Plansand specifications prepared by and at the expense of Tenant shall be submittedto Landlord for its prior written approval, not to be unreasonably withheld ordelayed; no installations or work shall be undertaken or started by Tenant, itsagents, servants or employees, until Landlord has approved such plans andspecifications; and no material amendments or additions to such plans andspecifications shall be made without prior written consent of Landlord, not tobe unreasonably withheld or delayed. In the event the plans and specificationsare not approved by Landlord within fifteen (15) business days, same shall bedeemed approved.  Tenant agrees that itwill not, either directly or indirectly, use any contractors and/or laborand/or materials that would or will create any labor disharmony with anycontractors and/or labor engaged by Landlord in the construction, maintenanceand/or operation of the Building or any part thereof. Notwithstanding theabove, no plans and specifications shall be needed for cosmetic ornon-structural work nor shall Landlord consent be required for such work.

 

(d)                                 Tenantshall defend, indemnity and hold harmless Landlord from any claim arising outof the performance of said Tenant’s work. Tenant shall, upon request ofLandlord, supply Landlord with workmen’s compensation certificates for allpersons and/or contractors performing work for Tenant at the Demised Premises,a public liability insurance policy in the sum of Two Million ($2,000,000.00)Dollars for personal injuries and death claims and One Million ($1,000,000.00)Dollars for property damage. In the event any mechanics lien shall be filedagainst the Building by any of the Tenant’s contractors, subcontractors ormaterial men, for work done on behalf of Tenant, Tenant shall discharge thelien by bond, payment or otherwise, within thirty (30) after notice of thefiling to Tenant and upon Tenant’s failure to so discharge any lien, Landlordmay, at its option, remove the lien by bonding and charge the Tenant with thecost thereof, together with it’s reasonable attorneys’ fees.

 

(C)                                Tenantshall have the right to put a generator, the size and specifications of whichshall first be reasonably approved by Landlord, (and any dunnage necessary inconnection therewith) in a location within the building reasonably acceptableto Landlord and Tenant’s engineer.

 

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REQUIREMENTS OF LAW

 

18.                                 (A)                              Tenant,at Tenant’s sole cost and expense shall comply with all applicable laws, ordersand regulations of Federal, State, County and Municipal authorities, and withall directions, pursuant to law, of all public officers, which shall impose anyduty upon Tenant with respect to the use or occupation of the Demised Premisesby Tenant.

 

(B)                                Tenantshall not do anything, or permit anything to be done, in the Demised Premiseswhich shall (i) invalidate or be in conflict with the provisions of anyfire or other insurance policies covering the Building or any property locatedtherein, or (ii) result in a refusal by fire insurance companies of goodstanding to insure the Building or any such property, or (iii) cause anyincrease in the fire insurance rates applicable to the Building or propertylocated therein at the beginning of the Demised Term or at any time thereafter.Tenant, at Tenant’s expense, shall comply with all the rules, orders,regulations or requirements of the New York Board of Fire Underwriters and theNew York Fire Insurance Rating organization or any similar body.

 

(C)                                Inany action or proceeding wherein Landlord and Tenant are parties, a schedule or“make-up” of rates applicable to the Building or property located thereinissued by the New York Fire Insurance Rating Organization or other similar bodyfixing such fire insurance rates, shall be conclusive evidence of the factstherein stated and of the several items and charges in the fire insurance ratesthen applicable to the Building or property located therein.

 

(D)                               Tenantshall be responsible for curing any notices of violation arising out of Tenant’sacts issued by any governmental agency affecting the Demised Premises and theBuilding and Property and otherwise complying with all applicable laws andregulations affecting the Building and the Property. Notwithstanding anythingto the contrary contained herein, Tenant shall not be required to bear the costof compliance with any laws, orders, regulations, or requirements of any state,federal municipal and local governments, departments, commissions or boards andany direction of any public office pursuant thereto and all orders, rules andregulations of the New York Board of Fire Underwriters Insurance Service Officeor any similar body which would require any structural or non structuralalterations, unless the condition necessitating the work shall arise as aresult of Tenant’s manner of use of the demised premises or method ofoperations therein. Tenant may, after securing Landlord to Landlord’sreasonable satisfaction against all damages, interest, penalties, by cashdeposit or surety bond, contest and appeal any such laws, orders, regulationsor requirements.

 

LANDLORD’S CONSENT

 

19.                                 (A)                              Inno event shall Tenant be entitled to make, nor shall Tenant make, any claim,and Tenant hereby waives any claim for any sum of money whatsoever as damages,costs, expenses, attorneys’ fees or disbursements, whether affirmatively or byway of setoff, counterclaim or defense, based upon any claim or assertion byTenant that Landlord has unreasonably withheld or unreasonably delayed anyconsent or approval (including, without limitation, consent to a proposedassignment or sublease of the premises), and Tenant’s sole remedy for claimedunreasonable withholding or unreasonable delaying by Landlord of its consent orapproval shall be an action or proceeding brought and prosecuted solely atTenant’s

 

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own cost andexpense to enforce such provision, for specific performance, injunction ordeclaratory judgment.

 

(B)                                IfTenant requests Landlord’s consent or approval to alterations, assignment,subletting or any other matter or thing requiring Landlord’s consent orapproval under this Lease, and if in connection with such request Landlordreasonably seeks the advise of its attorneys, accountants, architect, engineeror other professional, then Landlord, as a condition precedent to granting itsconsent or approval, may require (in addition to any other requirements ofLandlord in connection with such request) that Tenant pay the reasonable fee ofLandlord’s attorneys, accountants, architect, engineer or other professional inconnection with the consideration of such request and/or the preparation of anydocuments pertaining thereto, except that no fee shall be payable for subleasesand assignments which do not require Landlord consent under the terms of thisLease. No fee shall be payable to Landlord in connection with Tenant’s initialalterations or alterations which do not require Landlords consent or subleaseswhich do not require consent.

 

END OF TERM

 

20.                                 (A)                              Uponthe expiration or other termination of the term of this Lease, Tenant shallquit and surrender to Landlord the Demised Premises, broom clean, in good orderand condition, ordinary wear and casualty excepted, and Tenant shall have theright but not the obligation to remove all of its property and shall repair alldamage to the Demised Premises or the Building occasioned by such removal. Anyproperty not removed from the premises shall be deemed abandoned by Tenant andmay be disposed of in any manner deemed appropriate by the Landlord, unlessotherwise agreed to in writing (i.e. extension of time to remove). Tenantexpressly waives, for itself and for any person claiming through or under Tenant,any rights which Tenant or any such person may have under the provisions of Section 221of the Real Property Actions and Proceedings Law and of any successor law oflike import then in force in connection with any holdover or summaryproceedings which Landlord may institute to enforce the foregoing provisions ofthis Article at the end of the term as expressed herein. Tenant’sobligation to observe or perform this covenant shall survive the expiration orother termination of the term of this lease. If the last day of the term ofthis lease or any renewal hereof falls on a Sunday or a legal holiday, thislease shall expire on the business day immediately preceding.

 

(B)                                Tenantacknowledges that possession of the Demised Premises must be surrendered to Landlordat the expiration or sooner termination of the term of this lease. The partiesrecognize and agree that the damage to Landlord resulting from any failure byTenant to timely surrender possession of the Demised Premises as aforesaid willbe substantial, will exceed the amount of fixed minimum rent and additionalrent theretofore payable hereunder, and will be impossible accurately tomeasure. Tenant therefore agrees that if possession of the Demised Premises isnot surrendered to Landlord upon the expiration or sooner termination of theterm of this lease, then notwithstanding anything to the contrary contained inthis lease, Tenant shall pay to Landlord for each month and for each portion orany month during which Tenant holds over in the demised premises after theexpiration or sooner termination of the term of this lease, for use andoccupancy, the aggregate sum of (i) two times the amount of theinstallment of the fixed minimum rent that was payable under this lease for thelast month of the term hereof, plus (ii) one-twelfth of all items ofannual additional rent which would have been payable monthly

 

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pursuant to thislease had its term not expired or been terminated, plus (iii) those itemsof additional rent (not annual additional rent) which would have been payablemonthly pursuant to this lease had its term not expired or been terminated,which aggregate sum Tenant agrees to pay to Landlord upon demand, in fullwithout setoff, and no extension or renewal of this lease shall be deemed tohave occurred by such holding over, nor shall Landlord be precluded byaccepting such aggregate sum for use and occupancy from exercising all rightsand remedies available to it to obtain possession of the Demised Premises.

 

(C)                                IfTenant shall default in surrendering the demised premises upon the expirationor termination of the term, Tenant’s occupancy subsequent to such expiration ortermination, whether or not with the consent or acquiescence of Landlord, shallbe deemed to be that of a tenancy at will and in no event from month-to-monthor from year-to-year, and it shall be subject to all the terms, covenants andconditions of this Lease applicable thereto, except with respect to the fixedminimum rent as hereinabove stated. Tenant hereby expressly waives any and allpredicate notices to a holdover and Landlord may immediately proceed with aholdover Notice of Petition and Petition.

 

QUIET ENJOYMENT

 

21.                                 Landlordcovenants and agrees with Tenant that upon Tenant paying the rent andadditional rent and observing and performing all the terms, covenants andconditions on Tenant’s part to be observed and performed, Tenant may peaceablyand quietly enjoy the Demised Premises during the term of this lease withouthindrance or molestation by anyone claiming by or through Landlord, subject,nevertheless, to the terms, covenants and conditions of this Lease.

 

SIGNS

 

22.                                 Nosign or lettering of any nature may be put on or in any window, nor on theexterior of the Building or elsewhere within the Demised Premises such as shallbe visible from the street, except with the written approval of the Landlord,which approval shall not be unreasonably withheld or delayed.

 

23.                                 IntentionallyOmitted.

 

RULES AND REGULATIONS

 

24.                                 Tenantand Tenant’s agents, employees, invitees, and licensees shall faithfully complywith the Rules and Regulations set forth in Exhibit ”C” annexedhereto and made part hereof, and with such further Rules and Regulationsas Landlord at any time may make and communicate in writing to Tenant which, inLandlord’s judgment shall be necessary for the reputation, safety, care orappearance of the Building and the land allocated to it or the preservation ofgood order therein, or the operation or maintenance of the Building, and suchland, its equipment, or the more useful occupancy or the comfort of the tenantsor others in the Building. Landlord shall not be liable to Tenant for theviolation of any of said Rules and Regulations, or the breach of anycovenant or condition in any lease by any other tenant in the Building,provided such are applied in an equal and non-discriminatory manner. In theevent of a conflict between this Lease and the Rules and Regulations, theterms of this Lease shall prevail.

 

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ASSIGNMENT AND SUBLETTING

 

25.                                 (A)                              Tenant,for itself, its successors and assigns, expressly covenants that it shall notassign, mortgage or encumber this Agreement, nor under let the Demised Premisesor any part thereof or license or permit the Demised Premises or any partthereof to be used by others, without the prior written consent of theLandlord, which shall not be unreasonably withheld or delayed, and upon duecompliance with the provisions of this Article. Notwithstanding the foregoing,no consent of Landlord will be required in connection with section 25(A),nor shall the provisions of section 25(B) (C) (F) apply,with respect to any assignments, underlets (including sublets), grant of anypermission to use or license, concession or other right of occupancy of all orany portion of the Premises to (i) affiliated entity, parent entity,subsidiary entity or acquired entity, controlling, controlled by or undercommon control with the Tenant (including HCI Acquisition Corp. (H+ Link OnCall), LMA Acquisition Corp. and/or Safecom); or (ii) to a successorcorporation in connection with a merger, consolidation or sale of substantiallyall of Tenant’s business or substantially all of the stock of Tenant.

 

(B)                                Priorto requesting the approval of Landlord to an assignment or subletting ashereinafter provided, Tenant shall, by written notice, offer to terminate thisLease and to vacate and surrender the Demised Premises to Landlord as of thelast day of the calendar month which is at least sixty (60) days from the dateof Tenant’s notice and prior to the effective date of such proposed assignmentor subletting. Simultaneously with said offer to terminate this Lease, Tenantshall advise the Landlord of all the terms, covenants and conditions of theTenant’s proposed sublease or assignment. A sublease of less than 40% of theDemised Area shall not give rise to Landlord’s recapture rights herein. Theprovisions of this subsection shall not be applicable provided (i) inthe case of a sublease (s) in excess of forty (40%) percent of the demisedarea, fifty (50%) percent of all rent and additional rent received by Tenantfor sublease (s) in excess of the rent and additional rent received herein,shall be paid to Landlord within fifteen (15) days of receipt, as additionalrent; and (ii) in the case of an assignment, fifty (50%) percent of anyconsideration paid to Tenant for said assignment, except that which is paid forTenant’s furniture, fixtures, equipment, leasehold improvements and goodwillshall be paid to Landlord within fifteen (15) days of receipt. In either of theforegoing cases, Tenant shall first deduct its expenses, including brokeragefees, advertising, free rent, reasonable attorneys fees and alterationsperformed by Tenant before submitting to Landlord. Landlord must exercise itsrecapture rights hereunder within fifteen (15) business days of receivingTenant’s notice. If Landlord has not exercised its right to recapture withinsaid fifteen (15) days, then Landlord shall have forty five (45) days toapprove of the proposed assignment or subletting. If Landlord shall not havereasonably rejected the proposed assignment or subletting within the forty five(45) day period, Landlord shall be deemed to have approved the proposedassignment or subletting.

 

(C)                                Withrespect to any proposed subtenant or assignee, Tenant shall submit to Landlordthe most recent fiscal year’s financial statements of such person or entity aswell as a description of the business of the person or entity. Upon Tenant’sdue compliance with the aforesaid provisions of this Article, Landlord agreesnot to unreasonably withhold its consent to an assignment or subletting,provided that the Tenant is not then in default beyond any cure period underthis Lease and that the proposed assignee or undertenant: (a) has acomparable financial position and net worth as tenant (b) is credit-worthyand (c) of good reputation.

 

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(D)                               Nosuch assignment shall be effective until duplicate originals of such Assignmentand Assumption Agreement wherein Assignee agrees to perform all the obligationsof the Tenant under this lease in form reasonably satisfactory to Landlord aredelivered to Landlord.

 

(E)                                 Nosub-letting or assignment of the Demised Premises shall release or dischargethe Tenant hereunder from any of its obligations to be performed under thisLease.

 

(F)                                 Notwithstandinganything contained in this Lease to the contrary, Landlord shall not beobligated to entertain or consider any request by Tenant to consent to anyproposed assignment of this Lease or sublease unless Tenant pays Landlord’sreasonable legal fees and reasonable related costs for third party servicesactually incurred to process the proposed assignment. Neither Tenant’s paymentnor Landlord’s acceptance of any such payments shall be construed to impose anyobligation whatsoever upon Landlord to consent to Tenant’s request.

 

LANDLORD’S ACCESS TO PREMISES

 

26.                                 (A)                              Landlordor Landlord’s agents shall have the right to enter and/or pass through theDemised Premises at all times after reasonable notice during normal businesshours, except in an emergency, in which case no notice shall be required andentrance may be made at any time, to examine same, and to show them tomortgagees, ground lessors, prospective purchasers or lessees or mortgagees ofthe Building, and to make such repairs, improvements or additions as Landlordmay deem necessary and Landlord shall be allowed to take all material into andupon and/or through said Demised Premises that may be required therefore.During the six months prior to the expiration of the term of this Lease, or anyrenewal term, Landlord may exhibit the Demised Premises to prospective tenantsor purchasers at all reasonable business hours subject to the precedingprovision. If Tenant shall not be personally present to open and permit anentry into said premises at any time when for any reason an entry therein shallbe necessary, Landlord or Landlord’s agents may enter the same by a master keywithout rendering Landlord or such agent liable therefore.

 

(B)                                Landlordshall have the right at any time, to change the arrangement and/or location ofentrances or passageways, doors and doorways, and corridors, elevators, stairs,toilets and other public parts of the Building, provided, same does notdiminish Tenant’s usable area or obstruct Tenant’s access to the DemisedPremises, or visibility of the Demised Premises.

 

(C)                                Providedthe Landlord complies with the terms hereof, the exercise by Landlord or itsagents of any right reserved to Landlord in this Article shall notconstitute an actual or constructive eviction, in whole or in part, or entitleTenant to any abatement or diminution of rent, or relieve Tenant from any ofits obligations under this Lease, or impose any liability upon Landlord, or itsagents, or upon any lessor under any ground or underlying lease, by reason ofinconvenience or annoyance to Tenant, or injury to or interruption of Tenant’sbusiness, or otherwise. Landlord agrees to use its best efforts to minimizeinterference with Tenant’s business.

 

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SUBORDINATION

 

27.                                 ThisLease is subject and subordinate in all respects to all ground leases and/orunderlying leases and to all present and/or future mortgages which may beplaced on or affect such leases and/or the real property of which the DemisedPremises forms a part, or any part of such real property and/or Landlord’sinterest or estate therein, and to each advance made and/or hereafter to bemade under any such mortgages, and to all renewals, modifications,consolidations, replacements and extensions thereof. Tenant shall execute anddeliver promptly any certificate that Landlord and or any mortgagee and/or thelessor under any ground or underlying lease and/or their respective successorsin interest may reasonably request. Landlord shall use reasonable efforts toobtain a non-disturbance agreement from such entities.

 

PROPERTY LOSS, DAMAGE REIMBURSEMENT

 

28.                                 (A)                              Landlordor its agents shall not be liable for any loss of, or damage to, any propertyof Tenant by theft or otherwise, unless caused by the willful misconduct ofLandlord, its agents, contractors, servants and/or employees. Landlord or itsagents shall not be liable for any injury or damage to persons or propertyresulting from fire, explosion, falling plaster, steam, gas, electrical,electrical disturbance, water, rain or snow or leaks from any part of theBuilding or from the pipes, appliances or plumbing works or from the roof,street or subsurface or from any other place or by dampness or by any othercause of whatsoever nature, unless caused by or due to the willful misconductof Landlord, its agents, servants, contractors or employees; nor shall Landlordor its agents be liable for any such damage caused by other tenants or personsin the Building or caused by operations of construction or any private, publicor quasi-public work. If at any time any windows of the Demised Premises aretemporarily closed or darkened incident to or for the purpose of repair,replacement, maintenance and/or cleaning in, on or about the Building or anypart or parts thereof, Landlord shall not be liable for any damage Tenant maysustain thereby and Tenant shall not be entitled to any compensation therefore,nor abatement of rent, nor shall the same release Tenant from obligationshereunder nor constitute an eviction. Tenant shall give prompt notice toLandlord in case of fire or accidents in the Building or of defects therein orin any fixtures or equipment of which Tenant has knowledge.

 

(B)                                Tenantshall indemnify and save harmless Landlord against and from any and all claimsby or on behalf of any person or persons, firm or firms, corporation orcorporations arising from the omission of any Tenant work or thing whatsoeverdone by Tenant (other than by Landlord or its contractors or the agents oremployees of either) in and on the Demised Premise during the term of thisLease and during the period of time, if any, prior to the specifiedcommencement date that Tenant may have been given access to the DemisedPremises for the purpose of making installations, and will further indemnifyand save harmless Landlord against and from any and all claims arising from anycondition of the Demised Premises due to or arising from any willful misconductor breach of Lease or negligence of Tenant or any of its agents, contractors,servants, employees, licensees or invitees and against and from all reasonablecosts, expenses, and liabilities incurred in connection with any such claim orclaims or action or proceeding brought thereon; and in case any action orproceeding be brought against Landlord by reason of any such claim Tenant, uponnotice from Landlord, agrees that Tenant, at Tenant’s expense, will resist ordefend such action or proceeding and will employ counsel therefore.

 

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DESTRUCTION - FIRE OR OTHER CASUALTY

 

29.                                 Ifthe Demised Premises shall be damaged by fire or other casualty Landlord, atLandlord’s expense, shall promptly repair such damage to substantially the samecondition as existed prior to such casualty. However, Landlord shall have noobligation to repair any damage to, or to replace, Tenant’s personal propertyor any other property or effect of Tenant except if such fire or casualty wascaused by the willful misconduct of Landlord or its agents, contractors oremployees. If the entire Demised Premises shall be rendered unusable by reasonof any such damage, the rent and additional rent shall abate for the periodfrom the date of such damage to the date when such damage shall have beenrepaired, and if only a part of the Demised Premises shall be so renderedunusable, the rent and additional rent shall abate for such period in theproportion which the area of the part of the Demised Premises so renderedunusable bears to the total area of the Demised Premises. However, if, prior tothe date when all of such damage shall have been repaired any part of theDemised Premises so damaged shall be rendered usable and shall be used oroccupied by Tenant or any person or persons claiming through or under Tenant,the amount by which the rent and additional rent shall abate shall be equitablyapportioned for the period from the date of any such use or occupancy to thedate when all such damage shall have been repaired. Tenant hereby expresslywaives the provisions of Section 227 of the New York Real Property Law andof any successor law of like import then in force and Tenant agrees that theprovision of this Article shall govern and control in lieu thereof.Notwithstanding the foregoing provisions of this Section, if, prior to orduring the Demised Term (i) the Demised Premises shall be totally damagedor rendered wholly unusable by fire or other casualty, and if Landlord shalldecide not to restore the Demised Premises, or (ii) the Building shall beso damaged by fire or other casualty that total alteration, demolition orreconstruction of the Building shall be required, (whether or not the DemisedPremises shall be damaged or rendered unusable), then, in any such events,Landlord, at Landlord’s option, may give to Tenant within forty-five (45) daysafter such fire or other casualty, a thirty (30) days notice of termination ofthis lease and, in the event such notice is given, this Lease and the DemisedTerm shall come to an end and expire (whether or not said term shall havecommenced) upon the expiration of said thirty (30) days with the same effect asif the date of expiration of said thirty (30) days were the Expiration Date,the rent and additional rent shall be apportioned and any prepaid portion ofrent and additional rent for any period after such date of casualty shall berefunded by Landlord to Tenant. If such restoration is expected to take morethan 365 days to complete, Tenant shall also have the right to terminate.Furthermore, if the Demised Premises shall be so damaged by fire or othercasualty during the last year of the term of this lease, such that the entireDemised Premises or a material part thereof shall be rendered unusable, Tenantshall have the right to terminate this Lease upon giving thirty (30) daysnotice of termination and this Lease and the Demised Term shall come to an endand expire upon the expiration of said thirty (30) days and the rent andadditional rent shall be apportioned and any prepaid portion of rent andadditional rent for any period after such date of casualty shall be refunded byLandlord to Tenant.

 

30.                                 IntentionallyOmitted.

 

EMINENT DOMAIN

 

31.                                 (A)                              Inthe event that the whole of the Demised Premises or access thereto, shall belawfully condemned or taken in any manner for any public or quasi-public use,this

 

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Lease and the termand estate hereby granted shall forthwith cease and terminate as of the date ofvesting of title. In the event that a material part of the Demised Premisesshall be so condemned or taken, then effective as of the date of vesting oftitle, rent and additional rent hereunder shall be abated in an amount thereofapportioned according to the area of the Demised Premises so condemned ortaken.  In the event that a material partof the Building (in excess of 25%) shall be so condemned or taken, thenLandlord (whether or not the Demised Premises be affected) may, at its optionterminate this Lease and the term and estate hereby granted as of the date ofsuch vesting of title by notifying Tenant in writing of such termination withinforty-five (45) days following date on which Landlord shall have receivednotice of vesting of title. In the event that only a part of the DemisedPremises shall be so condemned or taken and this Lease and the term and estatehereby granted is not terminated as hereinbefore provided, Landlord will, at itsexpense, promptly (but in all events in less than 120 days) restore theremaining portion of the Demised Premises as nearly as practicable to the samecondition as it was in prior to such condemnation or taking. In the event thata material part of the Demised Premises (in excess of 25% of the DemisedPremises) shall be so condemned or taken, then Tenant shall also have the rightto terminate this Lease.

 

(B)                                Inthe event of a termination in any of the cases herein above provided, thislease and the term and estate granted shall expire as of the date of suchtermination with the same effect as if that were the date hereinbefore setforth for the expiration of the term of this Lease, and the rent and additionalrent hereunder shall be apportioned as of such date.

 

(C)                                Inthe event of any condemnation or taking herein above mentioned of all or a partof the Building, Landlord shall be entitled to receive the entire award madefor the value of the estate vested by this Lease in Tenant, except that theTenant may file a claim for any taking of removable fixtures owned by Tenantand for moving expenses incurred by Tenant.

 

WASTE

 

32.                                 Tenantwill not do or suffer any waste or damage, disfigurement or injury to theBuilding or any part thereof.

 

CERTIFICATE OF OCCUPANCY

 

33.                                 (A)                              Subjectto subparagraph (B) herein below, Tenant will not at any time use oroccupy the Demised Premises in violation of the Certificate of Occupancy issuedfor the Building or a portion thereof of which the Demised Premises form apart.

 

(B)                                Inthe event the certificate of occupancy issued for the building is not amendedor a new one issued to permit the uses set forth in Paragraph 5 above withinthe Demised Premises by the date Landlord delivers to Tenant possession of theDemised Premises with initial work having been substantially completed, Tenantshall have the right to cancel the Lease only, if, and when (1) Tenant isrequired to cease operations in the Demised Premises pursuant to governmentalmandate in the form of an order issued by the City of New York or a court orderor (2) if Tenant’s insurance carrier refuses to continue coverage as aresult thereof and Tenant is unable to obtain coverage elsewhere, proof ofwhich shall be provided to Landlord. Prior to any cancellation of the Lease as aresult of a lack of insurance coverage, as noted above,

 

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Landlord shall begiven a period of thirty (30) days after written notice from Tenant in which tofind an insurance carrier with an “A” Best rating willing to provide coverageto Tenant, the costs and expense of which coverage shall be paid by Tenant, atcomparable rates as that which was being paid by Tenant.

 

(C)                                IfTenant cancels the lease, pursuant to paragraph 33 (B), Tenant shall still beentitled to reimbursement, within thirty days following Tenant’s election tocancel the Lease, of the following: (1) such expenses as are set forth inparagraph 33(B), (2) the cost and expenses for any alterations andimprovements made by tenant to the Premises, (3) reasonable movingexpenses actually incurred, and (4) any payments made by Tenant toLandlord, including security deposit pursuant to paragraph 4 of this Lease,with the exception that Tenant shall not be entitled to any reimbursement ofrents paid.

 

(D)                               Tenant’sright to reimbursement of expenses pursuant to Section 33 (B) hereundershall be limited to a maximum sum of $220,000.00. In no event shall Landlord berequired to reimburse expenses in a greater sum, notwithstanding what theactual Tenant expenses may be.

 

(E)                                 Notwithstandinganything contained in this Section 33 of the Lease, Landlord indemnifiesand agrees to save Tenant harmless from and against all fines, penalties,violations, losses, damages and reasonable expenses resulting from the actions,claims or orders of or imposed by governmental authorities only in connectionwith or arising out of Tenant’s use, occupancy and operation in the DemisedPremises during the pendency of Landlord’s application for an amendment or anew certificate of occupancy until the issuance of a valid certificate ofoccupancy which permits the use of the Tenant set forth in paragraph 5.

 

DEFAULT

 

34.                                 (A)                              Theoccurrence, at any time prior to or during the Demised Term, of any one or moreof the following events shall be a default (referred to as “Events of Default”):

 

(a)                                  IfTenant shall default in the payment when due of any installment of rent or inthe payment when due of any additional rent, and such default shall continuefor a period of ten (10) days after notice by Landlord to Tenant of suchdefault; or

 

(b)                                 IfTenant shall default in the observance or performance of any term, covenant orcondition of this Lease on Tenant’s part to be observed or performed (otherthan the covenants for the payment of rent and additional rent) and Tenantshall fail to remedy such default within thirty (30) days after notice byLandlord to Tenant of such default, or if such default is of such a nature thatit cannot be completely remedied within said period of thirty (30) days andTenant shall not commence curing such default within said period of thirty (30)days, or shall not thereafter diligently prosecute to completion, all stepsnecessary to remedy such default; or

 

(c)                                  IfTenant shall file a voluntary petition in bankruptcy or insolvency, or shall beadjudicated bankrupt or become insolvent, or shall file any petition seekingany reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under the present or any future federal bankruptcyact or any other present or future

 

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applicablefederal, state or other statute of law, or shall make an assignment for thebenefit of creditors or shall seek or consent to, or acquiesce in the appointmentof any trustee, receiver or liquidator of Tenant or of all or any part ofTenant’s property; or

 

(d)                                 If,within seventy-five (75) days after the commencement of any proceeding againstTenant, whether by the filing of a petition or otherwise seeking anyreorganization, arrangement, composition, liquidation, dissolution or similarrelief under the present or any future federal bankruptcy act or any otherpresent or future applicable federal, state or other statute or law, suchproceedings shall not have been dismissed, or if within seventy-five (75) daysafter the appointment of any trustee, receiver or liquidator of Tenant, or ofall or any part of Tenant’s property, without the consent or acquiescence ofTenant such appointment shall not have been vacated or otherwise discharged, orif any execution or attachment shall be issued against Tenant or any of Tenant’sproperty pursuant to which the Demised Premises shall be taken or occupied orattempted to be taken or occupied and not dismissed within seventy-five (75)days; or

 

(e)                                  Ifthe Demised Premises shall become vacant, deserted or abandoned by Tenant; or

 

(f)                                    IfTenant’s interest in this Lease shall devolve upon or pass to any person,whether by operation of law or otherwise, except for (i) those transferspermitted under section ”25” herein, (ii) a transfer of Tenant’sstock by public offering on a nationally recognized stock exchange, (iii) transfersof Tenant’s stock to or among Tenant’s existing shareholders or theirrespective family members or which is being done for estate planning purposes,or (iv) a transfer of Tenant’s stock as part of a so-called “going private”transaction.

 

(B)                                Uponthe occurrence, at any time prior to or during the Demised Term, of any one ormore of such Events of Default, Landlord, at any time thereafter, at Landlord’soption, may give to Tenant a five (5) days notice of termination of thisLease, in which event, this Lease and the Demised Term shall come to an end andexpire (whether or not said term shall have commenced) upon the expiration ofsaid five (5) days with the same effect as if the date of expiration ofsaid five (5) days were the Expiration Date of the lease but Tenant shallremain liable for damages as provided in this Lease.

 

(C)                                Anymonies received by Landlord from or on behalf of Tenant during the pendency ofany proceeding hereunder shall be deemed paid as compensation for the use andoccupancy of the Demised Premises and the acceptance of any such compensationby Landlord shall not be deemed a waiver on the part of Landlord of any rightsunder this Article.

 

(D)                               Inthe event Landlord shall default in the performance of or observance of anymaterial term, covenant or condition of this Lease on Landlord’s part to beperformed and Landlord shall fail to remedy such default within thirty (30)days after notice by Tenant to Landlord of such default, or if such default isof such a nature that it cannot be completely remedied within said period ofthirty (30) days and Landlord shall not commence curing such default withinsuch thirty (30) days, or shall not thereafter diligently prosecute tocompletion the cure of such default, then, in such event, Tenant shall have theright to pursue whatever remedies

 

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it may have underthis Lease or all rights and remedies at law or in equity to which Tenant maybe entitled, including the recovery of reasonable attorneys fees.

 

(E)                                 IfTenant shall default in the payment when due of any installment of rent or inthe payment when due for any additional rent and such default shall continuefor a period of ten (10) days after notice by Landlord to Tenant of suchdefault, or if this Lease and the Demised Term shall expire and come to an endas provided in this Article:

 

(a)                                  Landlordand its agents and servants may immediately or at any time after such Event ofDefault or after the date upon which the Lease and the Demised Term shallexpire and come to an end, re-enter the Demised Premises or any part thereof,with notice, by summary proceedings or by any other applicable action orproceeding and after obtaining an order of a court of competent jurisdictionauthorizing same, and may repossess the Demised Premises and dispossess Tenantand any other persons from the Demised Premises and remove any and all of theirproperty and effects from the Demised Premises; and

 

(b)                                 Landlord,at Landlord’s option, may relet the whole or any part or parts of the DemisedPremises from time to time either in the name of Landlord or otherwise, to suchtenant or tenants, for such term or terms ending before, on or after theExpiration Date, at such rental or rentals and upon such other conditions,which may include concessions and free rent periods, as Landlord, in itsreasonable discretion, may determine. Landlord shall in no event be liable forrefusal or failure to relet the Demised Premises or any part thereof, or, inthe event of any such reletting, for refusal or failure to collect any rent dueupon any such reletting, and no such refusal or failure shall operate torelieve Tenant of any liability under this Lease. Landlord at Landlord’soption, may make such repairs, replacements, alterations, additions,improvements, decorations and other physical changes in and to the DemisedPremises as Landlord, in its discretion considers advisable or necessary inconnection with any such reletting without relieving Tenant of any liabilityunder this Lease or otherwise affecting any such liability.

 

(F)                                 Tenant,on its own behalf and on behalf of all persons claiming through or underTenant, including all creditors, does hereby waive any and all rights whichTenant and all such persons might otherwise have under any present or futurelaw to redeem the Demised Premises, or to re-enter or repossess the Demised Premises,or to restore the operation of this Lease, after (i) Tenant shall havebeen dispossessed by a judgment or by warrant of any court or judge or (ii) re-entryby Landlord, or (iii) any expiration or termination of this Lease and theDemised Term, whether such dispossess, re-entry, expiration or terminationshall be by operation of law or pursuant to the provisions of this Lease.

 

SPRINKLERS

 

35.                                 Anythingelsewhere in this Lease to the contrary notwithstanding, if the New York Boardof Fire Underwriters or New York Fire Insurance Exchange or any bureau,department, official of the federal, state or city government require theinstallation of a sprinkler system or that any changes, modifications,alterations, or additional sprinkler heads or other equipment be made orsupplied in an existing sprinkler system by reason of Tenant’s business, or ifany such sprinkler system installations, changes, modifications, alterations,additional sprinkler heads or other such equipment become necessary to preventthe imposition of a penalty or charge

 

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against the fullallowance for a sprinkler system in the fire insurance rate set by any saidExchange or any fire insurance company, Landlord shall, at Landlord’s expense,promptly make such sprinkler system installations, change, modifications,alterations, and supply additional sprinkler heads or other equipment asrequired.

 

DAMAGES

 

36.                                 (A)                              Ifthis Lease and the Demised Term shall expire and come to an end as provided inthis Lease or by or under any summary proceeding, or any other action orproceeding or if Landlord shall re-enter the Demised Premises under any summaryproceedings or any other action or proceeding then, in any of said events:

 

(a)                                  Tenantshall pay to Landlord all rent, additional rent and other charges payable underthis Lease by Tenant to Landlord to the date upon which this Lease and theDemised Term shall have expired and come to an end or to the date of re-entryupon the Demised Premises by Landlord, as the case may be; and

 

(b)                                 Inthe event of a default under section ”34”, Tenant shall also be liablefor, and shall pay to Landlord, as liquidated and agreed final damages, anydeficiency (referred to as “Deficiency”) which is the sum equal to the amountby which the rent and additional rent reserved in this Lease for the periodwhich otherwise would have constituted the unexpired portion of the DemisedTerm (excluding any unexercised extension option) exceeds the net amount, ifany, of rents collected under any re-letting of any part of such period (firstdeducting from the rents collected under any such re-letting all of Landlord’sreasonable and actual expenses regarding such re-letting including, but notlimited to, all repossession costs, brokerage commissions, legal expenses,attorneys’ fees, alteration costs and other expenses of preparing the DemisedPremises for such re-letting) . Any such Deficiency shall be paid in monthlyinstallments by Tenant on the days specified in this Lease for payment ofinstallments of rent. Landlord shall be entitled to recover from Tenant eachmonthly Deficiency as the same shall arise, and no suit to collect the amount ofthe Deficiency for any month shall prejudice Landlord’s rights to collect theDeficiency for any subsequent month by a similar proceeding.

 

(B)                                Ifthe Demised Premises, or any part thereof, shall be relet together with otherspace in the Building, the rent collected or reserved under any such re-lettingand the expenses of any such re-letting shall be equitably apportioned for thepurpose of this Article. Tenant shall in no event be entitled to any rentscollected or payable under any re-letting, whether or not such rents shallexceed the rent reserved in this Lease. Solely for the purposes of this Article,the term “rent” as used in Section (A) shall mean the rent in effectimmediately prior to the date upon which this Lease and the Demised Term shallhave expired and come to an end, or the date of re-entry upon the DemisedPremises by Landlord, as the case may be, plus any additional rent payableimmediately preceding such event.

 

SUMS DUE LANDLORD

 

37.                                 IfTenant shall default after notice and the expiration of any applicable cureperiod, in the performance of any covenants on Tenant’s part to be performed inthis Lease contained, Landlord may-immediately, or at any time thereafter,perform the same for the

 

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account of theTenant. Tenant shall reimburse and compensate Landlord as additional rent for allexpenditures made by, or damages or fines sustained or incurred by Landlord dueto Tenant’s non-performance or non-compliance with or breach or failure toobserve any term, covenants or conditions of this Lease, on Tenant’s part to bekept, observed, performed or complied with. If Landlord at any time iscompelled to pay or elects to pay any sum of money, or do any act which willrequire the payment of any sum of money, by reason of the failure of Tenant tocomply with any provision hereof, or, if Landlord is compelled to do or doesincur any expense including reasonable attorney’s fees, instituting,prosecuting and/or defending any action or proceeding instituted by reason ofany default of Tenant hereunder, the sum or sums so paid by Landlord with all interestand costs, shall be deemed to be additional rent hereunder and shall be duefrom Tenant to Landlord on the first day of the month following the incurringof such respective expenses, or at Landlord’s option on the first day of anysubsequent month. Tenant’s obligations under this Article shall survivethe expiration or sooner termination of the Demised Term.

 

NO WAIVER

 

38.                                 (A)                              Noact or thing done by Landlord or Landlord’s agents during the term herebydemised shall be deemed an acceptance of surrender of said Demised Premises andno agreement to accept such surrender of the Demised Premises shall be validunless in writing signed by Landlord. No employee of Landlord or of Landlord’sagents shall have any power to accept the keys of said Demised Premises priorto the termination of this Lease. The delivery of keys to any employee ofLandlord or of Landlord’s agents shall not operate as a termination of thisLease or a surrender of the Demised Premises. The failure by landlord to seekredress for violation of, or to insist upon the strict performance of, anycovenants or conditions of this Lease, or any of the Rules and Regulationsannexed hereto and made part hereof or hereafter reasonably adopted byLandlord, shall not prevent a subsequent act, which would haveoriginally-constituted a violation, from having all the force and effect of anoriginal violation. The failure by Landlord to enforce any of the Rules andRegulations annexed hereto and made part hereof, or hereafter reasonablyadopted, against Tenant and/or any other tenant in the Building shall not bedeemed a waiver of any such Rules and Regulations. No provision of thisLease shall be deemed to have been waived by Landlord, unless such waiver be inwriting signed by Landlord. No payment by Tenant or receipt by Landlord of alesser amount than the monthly rent herein stipulated shall be deemed to beother than on account of the earliest stipulated rent nor shall any endorsementor statement on any check or any letter accompanying any check or payment asrent be deemed an accord and satisfaction, and Landlord may accept such checkor payment without prejudice to Landlord’s right to recover the balance of suchrent or pursue any other remedy in this Lease provided.

 

(B)                                Landlord’sfailure to timely render a Landlord’s Statement with respect to any increase inreal estate taxes or operating expenses shall not prejudice Landlord’s right torender a Landlord’s Statement with respect to any Escalation Year, providedsuch statement is rendered within twenty-four (24) months of the end of theEscalation Year. The obligation of Tenant with respect to real estate taxes andoperating expenses shall survive the expiration or any sooner termination ofthe Demised Term.

 

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WAIVER OF TRIAL BY JURY

 

39.                                 Tothe extent such waiver is permitted by law, Landlord and Tenant hereby waivetrial by jury in any action or proceeding brought by Landlord or Tenant againstthe other on any matter whatsoever arising out of or in any way connected withthis Lease, the relationship of Landlord and Tenant, the use or occupancy ofthe Demised Premises by Tenant or any person claiming through or under Tenant,any claim of injury or damage, and any emergency or other statutory remedy,except personal injury claim. The provisions of the foregoing sentence shallsurvive the expiration or any sooner termination of the Demised Term. IfLandlord commences any summary proceeding for nonpayment of rent and/or forpossession of the Demised Premises, Tenant agrees not to interpose anynon-compulsory counterclaim of whatever nature or description in any suchproceeding. Nothing herein shall prohibit Tenant from bringing a separateaction against the Landlord.

 

BILLS AND NOTICES

 

40.                                 Exceptas otherwise expressly provided in this Lease, any bills, statements, notices,demands, requests or other communications given or required to be given underthis Lease shall be effective only if rendered or given in writing, sent byRegistered or Certified Mail (return receipt requested), addressed (A) toTenants at Tenant’s address set forth in this Lease if mailed prior to Tenant’staking possession of the Demised Premises or at the Demised Premises if mailedsubsequent to Tenant’s taking possession of the Demised Premises, with a copyto Jay Korn, Esq., Korn & Spirn, Hempstead Executive Plaza, 50Clinton Street, Hempstead, New York 11550, and (B) to Landlord at Landlord’saddress set forth in this Lease, with a copy to Karabelas &Papagianopoulos LLP, 28-18 31St Street, Suite 202, Astoria, New York 11102or (C) addressed to such other address as either Landlord or Tenant maydesignate as its new address for such purpose by notice given to the other inaccordance with the provisions of this Article. Any such bills, statements,notices, demands, requests or other communications shall be deemed to have beenrendered or given on the date when it shall have been mailed as provided inthis Article.

 

INABILITY TO PERFORM

 

41.                                 If,by reason of strikes or other labor disputes, fire or other casualty,accidents, orders or regulations of any Federal, State, County or municipalauthority, or any other cause beyond Landlord’s control, whether or not suchother cause shall be similar in nature to those hereinbefore enumerated,Landlord is unable to furnish or is delayed in furnishing any utility orservice required to be furnished by Landlord under the provisions of this Leaseor any collateral instrument, or is unable to perform or make or is delayed inperforming or making any installations, decorations, repairs, alterations,additions or improvements, whether or not required to be performed or madeunder this Lease, or under any collateral instrument, or is unable to fulfillor is delayed in fulfilling any of Landlord’s other obligations under thisLease, or any collateral instrument, no such inability or delay shallconstitute an actual or constructive eviction, in whole or in part or entitleTenant to any abatement or diminution of rent, or relieve Tenant from any ofits obligations under this Lease, or impose any liability upon Landlord or itsagents by reasons of the inconvenience or annoyance to Tenant, or injury to, orinterruption of Tenant’s business.

 

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INTERRUPTION OF SERVICE

 

42.                                 Landlordreserves the right to stop the services of the air conditioning, elevator,escalator, plumbing, electrical or other mechanical systems or facilities inthe Building when necessary by reason of accident or emergency, or for repairs,alterations, replacements or improvement, which, in the judgment of Landlordare necessary, until said repairs, alterations, replacements or improvementsshall have been completed, provided Landlord (i) uses its best efforts torestore such services as quickly as possible and (ii) performs such workat times and in a manner so as to minimize interference with Tenant’s business.Tenant must receive five days prior written notice. The exercise of such rightsby Landlord shall not constitute an actual or constructive eviction, in wholeor in part, or entitle Tenant to any abatement or diminution of rent, orrelieve Tenant from any of its obligations under this Lease, or impose anyliability upon Landlord or its agents by reason of inconvenience or annoyanceto Tenant, or injury to or interruption of Tenant’s business.

 

CONDITIONS OF LANDLORD’S LIABILITY

 

43.                                 (A)                              Tenantshall not be entitled to claim a constructive eviction from the DemisedPremises unless Tenant shall have first notified Landlord of the condition orconditions giving rise thereto, and unless Landlord shall have failed to remedysuch conditions within a reasonable time after receipt of such notice,

 

(B)                                Subjectto Tenant’s rights set forth in section ”3 (C)”, if Landlord shall beunable to give possession of the Demised Premises on any date specified for thecommencement of the term by reason of the fact that the premises have not beensufficiently completed to make the premises ready for occupancy, or for anyother reason which is not the fault of the Landlord, Landlord shall not besubject to any liability for the failure to give possession on said date, norshall such failure in any way affect the validity of this Lease or theobligations of Tenant hereunder.

 

TENANT’S TAKING POSSESSION

 

44.                                 (A)                              Exceptas otherwise provided in paragraph “33” and “3 (C)” above, Tenant by enteringinto occupancy of the premises shall be conclusively deemed to have agreed thatLandlord up to the time of such occupancy had performed all of its obligationshereunder and that the premises were in satisfactory condition as of the dateof such occupancy.

 

(B)                                IfTenant shall use or occupy all or any part of the Demised Premises for theconduct of business prior to the Term Commencement Date, such use or occupancyshall be deemed to be under all of the terms, covenants and conditions of thisLease.

 

FINANCING REOUIREMENTS

 

45.                                 If,in connection with obtaining financing or refinancing for the Building of whichthe demised premises form a part, a banking, insurance or other institutionallender shall request modifications to this Lease as a condition to suchfinancing or refinancing, Tenant will not unreasonably withhold, delay or deferits consent thereto; provided, however, that such modifications do not increasethe obligations of Tenant hereunder (except, perhaps, to the extent

 

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that Tenant may berequired to give notices of any defaults by Landlord to such lender and/orpermit the curing of such defaults by such lender to get possession of theBuilding) or materially adversely affect the leasehold interest hereby created.In no event shall a requirement that the consent of any such lender be givenfor any modification of this Lease or any assignment or sublease, be deemed to materiallyadversely affect the leasehold interest hereby created.

 

ENTIRE AGREEMENT

 

46.                                 ThisLease contains the entire agreement between the parties and all negotiationsand agreements are merged herein, except as set forth herein. Neither party hasmade any representations or statements, or promises, upon which the other hasrelied regarding any matter or thing relating to the Building or the DemisedPremises, or any other matter whatsoever, except as is expressly set forth inthis Lease, including but without limiting the generality of the foregoing, anystatement, representation or promise as to the fitness of the Demised Premisesfor any particular use, the services to be rendered to the Demised Premises orthe prospective amount of any item of additional rent. No oral statement,representation or promise whatsoever with respect to the foregoing or any othermatter made by Landlord or Tenant, their agents or any broker, whethercontained in an affidavit, information circular, or otherwise shall be bindingupon the Landlord or Tenant. This Lease may not be changed, modified ordischarged, in whole or in part, orally and no agreement shall be effective tochange, modify or discharge, in whole or in part, this Lease or any obligationsunder this Lease, unless such agreement is set forth in a written instrumentexecuted by the party against whom enforcement of the change, modification ordischarge is sought. All references in this Lease to the consent or approval ofLandlord shall be deemed to mean the written consent of Landlord, or thewritten approval of Landlord, as the case may be, and no consent or approval ofLandlord shall be effective for any purpose unless such consent or approval isset forth in a written instrument executed by Landlord.

 

VAULT, VAULT SPACE, AREA

 

47.                                 Novaults, vault space or area, whether or not enclosed or covered, not within theproperty line of the Building is leased hereunder, anything contained in orindicated on any sketch, blueprint or plan, or anything contained elsewhere inthis Lease to the contrary notwithstanding. Landlord makes no representation asto the location of the property line of the Building. All vaults and vaultspace and all such areas not within the property line of the Building, whichTenant may be permitted to use and/or occupy, is to be used and/or occupiedunder a revocable license, and if any such license be revoked, or if the amountof such space or area be diminished or required by any federal, state ormunicipal authority or public utility, Landlord shall not be subject to anyliability nor shall Tenant be entitled to any compensation or diminution orabatement of rent, nor shall such revocation, diminution or requisition bedeemed constructive or actual eviction. Any tax, fee or charge of municipal authoritiesfor such vault or area shall be paid by Tenant, provided Tenant continues touse or occupy same.

 

DEFINITIONS

 

48.                                 Theterm “Landlord” as used in this Lease means only the owner, or the mortgagee inpossession, for the time being of the land and Building (or the owner of aLease of the Building or of the land and Building) of which the Demised Premisesform a part, so that in

 

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the event of anysale or sales of said land and Building or of said Lease, or in the event of alease of the Building, or of the land and Building, the said Landlord shall beand hereby is entirely freed and relieved of all covenants and obligations ofLandlord hereunder accruing after the date of such sale or lease, and it shallbe deemed and construed as a covenant running with the land without furtheragreement between the parties or their successors in interest, or between theparties and the purchaser, at any sale, or the lessee of the Building, or ofthe land and Building, that the purchaser or the lessee of the Building assumesand agrees to carry out any and all covenants and obligations of Landlordhereunder. The words “re-enter” and “re-entry”, and “re-entered” as used inthis Lease are not restricted to their technical legal meanings. The term “businessdays” as used in this Lease shall exclude Saturdays (except such portionthereof as is covered by specific hours in Article 5 hereof), Sundays andall days observed by State or Federal Government as legal holidays (which shallnot include days when the New York Stock Exchange is open for trading). Theterms “person” and “persons” as used in this Lease shall be deemed to includenatural persons, firms, corporations, associations and any other private orpublic entities, whether any of the foregoing are acting on their behalf or ina representative capacity.

 

SUCCESSORS, ASSIGNS, ETC.

 

49.                                 Thecovenants, conditions and agreements contained in this Lease shall bind andinure to the benefit of Landlord and Tenant and their respective heirs,distributees, executors, administrators, successors, and except as otherwiseprovided in this Lease, their respective assigns.

 

50.                                 IntentionallyOmitted.

 

BROKER

 

51.                                 Bothparties represent and warrant that no Broker(s) brought about this transaction.Each party agrees to indemnify and hold harmless the other from any claims ofany Broker with respect to this Lease, except that Landlord specifically agreesto indemnify Tenant for any brokerage commissions that may arise or be due andowing to the broker that was involved in the prior transaction between Landlordand Tenant pursuant to which Tenant leased space on the first floor of theBuilding.

 

CAPTIONS

 

52.                                 Thecaptions are included only as a matter of convenience and for reference, and inno way define, limit or describe the scope of this Lease nor the intent of anyprovisions thereof.

 

NONLIABILITY OF LANDLORD

 

53.                                 NeitherLandlord, as an entity, nor Landlord or any successor in interest, if anindividual (which term as used herein includes aggregates of individuals, suchas joint ventures, general or limited partnerships or associations or limitedliability companies), shall be under personal liability with respect to any ofthe provisions of this Lease, and if Landlord hereto is in breach or in defaultof or with respect to its obligations under this Lease, Tenant shall looksolely to the equity of such Landlord or individual in the land and Building,and any proceeds from the

 

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sale of same andinsurance proceeds, of which the Demised Premises form a part for thesatisfaction of Tenant’s remedies and in no event shall Tenant attempt tosecure any personal judgment against Landlord or any partner, employee or agentof Landlord by reason of such default by Landlord.

 

RESTRICTION ON RENTS

 

54.                                 Ifat the commencement of, or at any time or times during the term of this Lease,the Minimum Rent or Additional Rent reserved in this Lease shall not be fullycollectible by reason of any federal, state, county or city law, proclamation,order or regulation, or direction of any public officer or body pursuant tolaw, Tenant shall enter into such agreements and take such other steps asLandlord may request and as may be legally permissible to permit Landlord tocollect the maximum rents which may, from time to time during the continuanceof such legal rental restriction, be legally permissible (and not in excess ofthe amounts reserved therefore under this Lease). Upon the termination of suchlegal rent restriction prior to the expiration of the term of this Lease, (a) therents shall become and thereafter by payable hereunder in accordance with theamounts reserved in this Lease for the periods following such termination, and (b) Tenantshall pay to landlord, if legally permissible, an amount equal to the rentswhich would have been paid pursuant to this Lease but for such legal rentrestriction, less the rents paid by Tenant to Landlord during the period (s)said legal rent restriction was in effect.

 

55.                                 IntentionallyOmitted.

 

MISCELLANEOUS

 

56.                                 (A)                              Thislease shall be construed without regard to any presumption or other rule requiringconstruction against the party causing this lease to be drafted. Further, ifany provision of this lease shall, to any extent, be invalid or unenforceable,the remainder hereof shall not be affected thereby, and each provision of thislease shall be enforceable to the fullest extent permitted by law.

 

(B)                                Wheneverin this lease any words of obligation or duty are used and/or implied herein,such words shall have the same force and effect as though made in form ofcovenants.

 

(C)                                Allrights and remedies herein given to Landlord in this lease, and all otherrights and remedies allowed by law or in equity, are hereby reserved by theLandlord as distinct, separate and cumulative rights and remedies, and no oneof them, whether exercised by Landlord or not, shall be deemed to be inexclusion of any of the others.

 

(D)                               Thesubmission of this lease for examination by Tenant does not constitute an offerby Landlord or reservation of an option for the demised premises, and thislease shall become effective as a lease only when and if fully executed copiesthereof are executed and exchanged between Landlord and Tenant.

 

(E)                                 Tenantshall not place any load on the floor of the demised premises exceeding thefloor load per square foot for which it is designed to carry and which isallowed by law.

 

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(F)                                 Itis hereby acknowledged that Landlord and Tenant are parties to an existinglease, dated January 14, 2002 (“Existing Lease”), pursuant to which Tenantis leasing from Landlord certain space on the first floor of the Building. Itis understood and agreed that a default (after applicable notice andopportunity to cure) under this Lease shall also be a default under theExisting Lease and a default under the Existing Lease shall be a default underthis Lease.

 

57.                                 IntentionallyOmitted.

 

INDEMNIFICATION

 

58.                                 (A)                              Tenanthereby agrees to defend, indemnify and hold Landlord harmless from and againstany and all liability, damages, fines, suits, claims, demands and actions by oragainst anyone, and costs and expenses of any kind or nature (including but notlimited to reasonable attorneys’ fees and expenses), due to, arising out of,based upon or connected with, except if caused by the negligent acts oromissions of Landlord:

 

(i)                                     Anybreach, violation or non-performance of any covenant, condition or agreement inthis lease set forth and contained on the part of Tenant to be fulfilled, kept,observed and performed; and/or

 

(ii)                                  Anyloss or damage to person or property occasioned by or arising out of or inconnection with the use and occupancy of the demised premises by Tenant, itsemployees, agents, customers, invitees, contractors or subcontractors, or byany use or occupancy which Tenant may permit or suffer to be made of thedemised premises; and/or

 

(iii)                               Injuryto, or death of, any person or persons (including but not limited to Tenant’scustomers and employees) occurring in the demised premises.

 

(B)                                Tenantshall, at its own cost and expense, defend any and all actions, suits andproceedings which may be brought against, and Tenant shall pay, satisfy and dischargeany and all judgments, orders and decrees which may be made or entered against,Landlord, its principals, disclosed or undisclosed, with respect to, or inconnection with, any of the foregoing. The comprehensive general liabilitycoverage maintained by Tenant pursuant to this Lease shall specifically insurethe contractual obligations of Tenant as set forth in this Article and/oras provided in this Lease.

 

(C)                                IfLandlord is made a party to any action, Landlord shall be entitled to appear,defend or otherwise take part in the matter involved, at its election, bycounsel of Landlord’s own choosing, at Tenant’s cost and expense, provided suchaction by Landlord does not limit or make void any liability of any insurer ofLandlord or Tenant hereunder in respect to the claim or matter in question.

 

CERTIFICATIONS

 

59.                                 Tenantshall, without charge, at any time and from time to time, within five daysafter written request from Landlord, certify by written instrument, dulyexecuted, acknowledged and delivered, to Landlord or, at Landlord’s request, toany mortgagee, assignee of any mortgage

 

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or purchaser, orany proposed mortgagee, proposed assignee of any mortgage or proposedpurchaser, or any other person, firm or corporation specified by Landlord:

 

(i)                                     thatthis lease is unmodified and in full force and effect (or, if there has beenmodification, that the same is in full force and effect as modified and statingthe modifications);

 

(ii)                                  whetheror not either Landlord or Tenant is in default in the performance of any of theterms, covenants or conditions of this lease and, if in default, specifyingeach such default; and

 

(iii)                               thedates, if any, to which the fixed minimum rent, additional rent and othercharges hereunder have been paid in advance.

 

It is intendedthat any such certificate delivered pursuant to this Article may be reliedupon by Landlord, by any prospective purchaser of the building, the mortgageeof any mortgage, and by any other person, firm or corporation specified byLandlord.

 

In the eventTenant may require a similar certificate, Landlord shall provide same.

 

NO LIENS, ENCUMBRANCES

 

60.                                 (A)                              Noperson or entity other than Landlord shall have any power, right or authorityto do or allow any act or make any contract which would create any lien,mortgage or other encumbrance upon the demised premises or the parcel of landon which the demised premises is located, or of any improvements thereon, or ofany interest of Landlord therein. Nothing contained in this lease shall bedeemed or construed in any way as constituting the consent or request ofLandlord, express or implied, by inference or otherwise, to any contractor,subcontractor, architect, laborer or materialman for the performance of anylabor or the furnishing of any material for, in, to or on the demised premises.If Tenant shall cause or allow any installation, alteration, addition,decoration, repair, replacement, renewal or improvement to be made to thedemised premises or to the building, or cause or allow any labor to beperformed or material to be furnished therein or thereon, or purchase anyfixtures, chattels or equipment for use in the demised premises, neitherLandlord nor the demised premises nor the land or building shall be liable forthe payment of any expense incurred or for the value of any work done ormaterial furnished, or fixtures, chattels or equipment purchased for use in thedemised premises, but all such installations, alterations, additions,decorations, fixtures, chattels and equipment, repairs, replacements andimprovements and labor, services and materials shall (except as hereinafterexpressly provided) be made, furnished and purchased for cash and withoutchattel mortgage financing or any other form of financing at Tenant’s ownexpense, and Tenant shall be solely and wholly responsible to its contractors,subcontractors, laborers, suppliers, architects and materialmen who perform orfurnish such labor services and/or material, fixtures, chattels and equipment.Under no circumstances shall Tenant at any time purchase and/or install anyfurniture, furnishings, fixtures, chattels or equipment for use in the demisedpremises, nor any additions thereto, or any renewals thereof or replacements orsubstitutions therefor, upon terms and conditions wherein and whereby a lienshall or may be filed against the real estate, or against Landlord or its titleor interest in the real estate. Notwithstanding the foregoing, Tenant shall not

 

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be prohibited fromencumbering its furniture and such of its equipment located in the demisedpremises as shall constitute solely personal property and which shall notbecome or be deemed to become part of the realty, and such of its tradefixtures as may be removed without damage or injury to the realty, by securityagreements executed under the Uniform Commercial Code and from filing FinancingStatements (UCC- l’s) appropriately with governmental authorities in connectionwith such security agreements.

 

(B)                                Theparticipation by Landlord or of any of Landlord’s representatives in anyconference with any architect, engineer, contractor, subcontractor,materialman, laborer or other person or firm retained by Tenant to perform workor furnish labor or services for the demised premises, shall not make Landlordor any of Landlord’s representatives liable for the payment of any portion ofthe cost of such work, or entitle any architect, engineer, contractor,subcontractor, materialman or laborer to file any mechanic’s lien against thedemised premises, or the building of which the same form a part, or againstLandlord.

 

(C)                                Thislease shall constitute notice to the world that no mechanic’s lien may or canbe filed validly against Landlord in connection with the demised premises,without Landlord’s express written consent thereto, at any time throughout theterm of this lease. Any mechanic’s lien filed against the demised premises, orthe building of which the same form a part, for work claimed to have been donefor or materials claimed to have been furnished to Tenant, (a) shall bedischarged of record by Tenant at Tenant’s expense within thirty (30) daysafter written notice thereof by Landlord, by payment, deposit, bond and orderof a court of competent jurisdiction, or otherwise, as may be required by lawand (b) either a release or satisfaction of lien shall be filed with theCounty Clerk of the county in which the Building is situated within such thirty(30) day period, and (c) a copy of such release or satisfaction, as thecase may be, certified by the County Clerk shall be delivered to Landlordwithin three (3) days after such filing. Tenant’s failure to do so shallbe deemed a material breach of this lease.

 

(D)                               Inthe event such mechanic’s lien is not discharged timely, as aforesaid, Landlordmay discharge same for the account of and at the expense of Tenant by payment,bonding or otherwise, without investigation as to the validity thereof or ofany offsets or defenses thereto, and Tenant, within five (5) days afterbeing billed therefore, shall promptly reimburse Landlord, as Additional Rent,for all costs, disbursements, fees and expenses, including without limitation,legal fees, incurred in connection with so discharging said mechanic’s lien,together with interest thereon from the time or times of payment untilreimbursement by Tenant. Tenant shall, within fifteen (15) days of demandtherefore by Landlord, pay to Landlord as Additional Rent, Landlord’sreasonable legal fees and disbursements, but the foregoing shall not limit theextent of Tenant’s liability as set forth above.

 

(E)                                 Inthe event such mechanic’s lien is not discharged timely, as aforesaid,Landlord, in addition to all other rights granted to Landlord in this Lease andwithout limitation, may institute a dispossess summary proceeding based uponsuch failure to discharge any such lien. In the event Tenant fails to deliverto Landlord the certified copy of the release or satisfaction requiredhereunder within the time period provided for the delivery thereof to Landlord,Landlord shall have the right to assume that such mechanic’s lien has not beendischarged and Landlord shall have all of the rights and remedies provided forherein based upon Tenant’s failure to discharge any such lien.

 

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(F)                                 Itis further expressly understood and agreed between the parties hereto thatLandlord may apply all or a portion of the security deposit made by Tenanthereunder toward discharging any such mechanic’s lien and the cost, expenses,fees and disbursements, including, without limitation, legal fees, inconnection therewith. Upon notification by Landlord of the application of allor a portion of the security deposited by Tenant, Tenant shall, within five (5) daysafter receipt of said notice, restore the security deposit to such amount heldby Landlord prior to application thereof. Tenant’s failure or refusal torestore the security as aforesaid within said five (5) day period shallconstitute a material default under this Lease.

 

TENANT’S OPERATING OBLIGATIONS

 

61.                                 Tenantcovenants and agrees that during the term of this Lease:

 

(A)                              Tenantshall at its sole cost and expense obtain and maintain throughout the term ofthis lease all licenses, permits and authorizations required in order to enableit to properly and lawfully conduct its business in the demised premises, itbeing expressly understood and agreed, however, that the failure on the part ofTenant to obtain or to maintain any of such licenses, permits orauthorizations, or extensions or renewals thereof, shall not release or relieveTenant from the performance and observance by it of all of its obligationsunder this lease. Tenant covenants and agrees that, upon written request ofLandlord, it shall, within thirty (30) days from the date of the request,furnish Landlord with an up-to-date copy of any permit or license required byany authority having jurisdiction therein for Tenant to conduct business at thedemised premises. In the event Tenant fails to submit to Landlord, uponrequest, the items called for hereunder, such failure shall be a default underthe terms of this Lease.

 

(B)                                Tenantshall maintain any plumbing in the demised premises and shall not dispose ofany foreign substances in the plumbing facilities which are damaging to theplumbing or which are illegal to dispose of through the plumbing. Tenant shallnot permit any waste, or other foreign substances to be thrown or drawn intothe pipes. Tenant shall maintain the plumbing in good order, repair andcondition, and repair any damage resulting from any violation of thisparagraph. At Tenant’s sole cost and expense Tenant shall make any repairs tothe other plumbing in the Building, if damage results from Tenant’s improperuse of the plumbing in the Building or demised premises.

 

(C)                                Tenantshall retain a licensed professional exterminating service which will servicethe demised premises, if necessary, so as to keep the demised premises free ofvermin.

 

(D)                               Tenantagrees that (i) Landlord shall have the right to prohibit the use byTenant of any method of operation, advertising or interior display if, inLandlord’s reasonable opinion, the use thereof would impair the reputation ofthe building in which the demised premises are located, or is otherwise out ofharmony with the general character thereof, and upon notice from Landlord,Tenant shall forthwith refrain from or discontinue such activities, (ii) Tenantwill, upon Landlord’s request, reprimand any of Tenant’s employees who shallviolate any of the provisions of this Lease or the rules and regulationsrelating to the Building, and (iii) Tenant will not encumber or obstructor permit to be encumbered or obstructed any hallway, service elevator,stairway or passageway in the Building.

 

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(E)                                 Tenantcovenants and agrees that throughout the term, it shall not unreasonablysuffer, allow or permit any offensive or obnoxious vibration, noise, odor orother undesirable effect to emanate from the demised premises, or any machineor other installation therein, or otherwise unreasonably suffer, allow orpermit any such obnoxious vibration, noise, odor or other undesirable effect toconstitute a nuisance or otherwise interfere with the safety, comfort orconvenience of Landlord, or other tenants, occupants, customers agents, orinvitees or any other person(s) lawfully in or upon the Building and uponLandlord’s notice to Tenant, Tenant shall within fifteen (15) days thereofremove or control the same, and if any such condition is not so remedied, thenLandlord may, at its discretion, either: (i) cure such condition and addany cost and expense incurred by Landlord therefore to the next installment ofMinimum Rent due under this Lease, and the Tenant shall then pay said amount asAdditional Rent hereunder; or (ii) treat such failure by Tenant to remedysuch condition as a material default of this Lease, entitling the Landlord toany of its remedies pursuant to the terms of this Lease.

 

(F)                                 Tenantshall, throughout the term of this Lease, maintain, repair, service and replacewhen necessary, all doors leading into and out of the demised premises and allhardware appurtenant thereto, including, but not limited to, locks, hinges,silencers, door stops, door jams, door closers, latchsets, flushbolts, doorframes, thresholds and door knobs. Landlord shall have no liability orobligation whatsoever regarding the maintenance, repair, service andreplacement of the foregoing.

 

(G)                                IntentionallyOmitted.

 

(H)                               Tenantwill accumulate all of its garbage, rubbish and refuse (which term “refuse” asused in this lease shall mean and include, but not be limited to crates, boxes,containers, papers, bottles, and similar items) for disposal only within theinterior of the demised premises and in well covered sealed sanitary plasticbags or containers designed to prevent odors and vermin of any kind fromemanating therefrom. Tenant shall further handle and dispose of all rubbish,garbage and waste from Tenant’s operations in accordance with rules andregulations established by Landlord.

 

(I)                                    Tenantshall not change (whether alteration, replacement, rebuilding or otherwise) theexterior color and/or architectural treatment of the demised premises or of theBuilding or any part thereof without the approval of Landlord not to beunreasonably withheld or delayed.

 

(J)                                   Tenantshall not subject any fixtures or equipment in or on the demised premises whichare affixed to the realty, to any mortgages, liens, conditional sales agreements,security interests or encumbrances.

 

(K)                               Tenantshall not perform any act or carry on any practice which may damage, mar ordeface the demised premises or any other part of the Building.

 

(L)                                 Tenantshall not install, operate or maintain in the demised premises any electricalequipment which will overload the electrical system therein, or any partthereof, beyond its reasonable capacity for proper and safe operation, asdetermined by Landlord, in light of the overall system and requirements thereforein the Building, or which does not bear

 

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underwriters’approval. Landlord recognizes and agrees that Tenants installation ofcomputers, typewriters, printers, as well as other typical office equipment, aswell as the installation of a T-1 line and fiber optics will not affect same.

 

(M)                            Tenantshall not suffer, allow or permit the erection or display in, on or from thedemised premises any exhibits, banners,-decorations, flags, bunting or anyother similar or dissimilar kind or form of description or display withoutLandlord’s prior written consent in each instance not to be unreasonablywithheld or delayed.

 

(N)                               Tenantshall not record or attempt to record or permit the recording of this lease,any memorandum of this lease, any assignment of this lease, any sublease of thedemised premises or any other instrument relative to this lease.

 

HAZARDOUS MATERIALS

 

62.                                 (A)                              Tenantshall not deposit, dump, store or pour on any part of the soil of the demisedpremises, or permit the accumulation on the demised premises of dry or liquidwaste, chemicals, solvents or other material, garbage, property no longer usedby Tenant or any other substance or material which, if left on the demisedpremises, could cause injury to the health of or discomfort to persons in theneighborhood or on the demised premises, or adversely affect the environment ofthe demised premises, including the air above and the ground below andsurrounding the demised premises, nor shall Tenant permit its subtenants,guests, contractors or any other person to do any of the foregoing. Tenant, atits expense, shall promptly remove or cause the removal of, or of permitted byapplicable law encapsulate, all such material located at the demised premisesin compliance with this Lease and all applicable laws.

 

(B)                                (i)                                     Theterm “Hazardous Substances”, as used in this Lease shall not include commoncleaners but shall include, without limitation, flammables, explosives,radioactive materials, asbestos, chloroflouorocarbons (CFCs),polychlorinatedbiphenyls (PCBs), chemicals known to cause cancer orreproductive toxicity, pollutants, contaminants, hazardous wastes, toxicsubstances or related materials, petroleum and petroleum products andsubstances declared to be dangerous, hazardous or toxic under any Law orregulation now or hereafter enacted or promulgated by any GovernmentalAuthority. Notwithstanding anything to the contrary set forth in this Article,cleaning fluids, detergents and other supplies customarily used in connectionwith the maintenance and repair of real property similar to the Leased Premisesin comparable areas shall be permitted to be stored and used for such purposesin compliance with all Laws.

 

(ii)                                  Withoutlimiting the generality of any other provision of this Lease, Tenant shall notcause or permit to occur:

 

(a)                                  Anyviolation of any federal, state or local law, now or hereafter enacted, relatedto environmental conditions on , over, under or about the demised premises, orarising from Tenant’s use or occupancy of the demised premises, including, butnot limited to, ozone, soil and ground water conditions; or

 

(b)                                 Theuse, generation, release, manufacture, refining, production, processing,storage or disposal of any Hazardous Substance on, over, under, or about

 

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the demisedpremises, or the transportation to or from the demised premises of anyHazardous Substance.

 

(iii)                               Tenantshall, at Tenant’s own expense:

 

(a)                                  Complywith all laws regulating the use, generation, storage, removal, transportation,disposal, encapsulation or remediation of Hazardous Substances, to the extentrelating to Hazardous Substances located at the demised premises, except withrespect to those Hazardous Substances existing at the Demised Premises prior toTenant’s occupancy or if cause by Landlord or other tenants thereof;

 

(b)                                 Makeall submissions to, provide all information required by, and comply with allrequirements of all governmental authorities required under the laws to theextent relating to Hazardous Substances located at the demised premises;

 

(c)                                  Prepareand submit the required plans and all related bonds and other financialassurances and carry out all such cleanup plans should any governmentalauthority asserting appropriate jurisdiction demand that a cleanup plan beprepared and that a cleanup be undertaken because of any deposit, spill,discharge or other release of Hazardous Substances at or from the demisedpremises; and

 

(d)                                 Promptlyprovide all information regarding the use, generation, storage, transportationor disposal of Hazardous Substances that is requested by Landlord.

 

(iv)                              IfTenant fails to fulfill any duty imposed under subparagraph (iii) within areasonable time, Landlord may, after reasonable prior notice to Tenant, do so,and in such case, Tenant shall cooperate with Landlord in order to prepare alldocuments Landlord deems necessary or appropriate to determine theapplicability of the Laws to the demised premises and Tenant’s use thereof, andto comply therewith and Tenant shall execute all documents promptly uponLandlord’s request. No such action by Landlord and no attempt made by Landlordto mitigate damages under any Law shall constitute a waiver of any of Tenant’sobligations under this Section. Tenant’s obligations and liabilities under thissubparagraph (iv) shall survive the expiration or earlier termination ofthis Lease.

 

(v)                                 Tenantshall indemnify, defend and hold harmless Landlord and its officers, directors,beneficiaries, shareholders, partners, agents and employees from all fines,suits, procedures, claims and actions of every kind, and all costs associatedtherewith (including reasonable attorneys’ and consultants’ fees) arising outof or in any way connected with any deposit, spill, discharge or other releaseof Hazardous Substances at or from the demised premises caused by Tenant, orfrom Tenant’s failure to provide all information, make all submissions and takeall steps required by all governmental authorities under applicable laws andall environmental laws required of Tenant as provided herein. Tenant’sobligations and liabilities under this subparagraph (v) shall survive theexpiration or earlier termination of this Lease.

 

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GOVERNING LAW

 

63.                                 ThisLease shall be governed by, and construed and interpreted in accordance with,the laws of the State of New York.

 

JURISDICTION

 

64.                                 Forpurposes of settling any and all disputes hereunder, each party hereto submitsitself to the personal jurisdiction of any court, federal or state, sitting inthe State of New York.

 

AIR RIGHTS

 

65.                                 (A)                              ThePremises are let to TENANT subject to all applicable laws, rules, regulations,orders, covenants, restrictions and easements and to the reservation byLANDLORD of all air rights above, around and about the Premises and the rightto increase the size of the building of which the Premises form a part or thebuildings surrounding the same, based on the air rights appurtenant thereto.

 

(B)                                TENANTunderstands and agrees that LANDLORD, and anyone claiming by, through or underLANDLORD, may from time to time undertake alterations or additions to thebuilding of which the Premises form a part or any lands added thereto,construct additional buildings or improvements thereon and make alterationsthereto, build additional stories on any of the same, construct multi-story,elevated or underground facilities therein, and construct roofs, walls, and anyother improvements over, to or in connection with any part thereof. No easementfor light or air is included in or appurtenant to the demise of the Premises orto TENANT’S rights pursuant to this Lease.

 

(C)                                LANDLORDshall have the sole right, without TENANT’S consent to use, sell, assign, leaseor otherwise dispose of any and all right, title and interest in and to any airrights and development rights relating to the Premises and/or the landthereunder. In the event of any such use, sale, assignment, lease or otherdisposition thereof by LANDLORD, LANDLORD shall be entitled to receive all sumsderived therefrom. TENANT shall not be deemed an interested party and as suchrequired to waive any interest therein. Nonetheless, TENANT shall, upon requestby LANDLORD, promptly execute any waiver or other documents that LANDLORD maydeem necessary in connection with LANDLORD’S disposition of any such rights.TENANT hereby irrevocably appoints LANDLORD the attorney-in-fact of TENANT forthe purpose of executing any such waivers or other documents.

 

(D)                               TENANTshall not increase the height, bulk or floor area of the Premises or construct,place or erect anything on the roof of the building of which the Premises forma part or install machinery, equipment or any other object on the roof of saidpremises or take any action which might or will adversely affect or reduce theamount of air rights or development rights which are applicable to saidpremises and to the land thereunder.

 

REMAINDEROF PAGE INTENTIONALLY LEFT BLANK

 

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IN WITNESSWHEREOF, Landlord and Tenant have respectively signed this Lease as of the dayand year first written above.

 
|   |                               |   |
|--------|------------------------------------|--------|
|   | Garden Spires Associates LP        |   |
|   |                               |   |
|   | By:                                |   |
|   |                               |   |
|   |                               |   |
|   |                               |   |
|   | American Medical Alert Corporation |   |
|   |                               |   |
|   | By:                                |   |

 

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**SCHEDULE A**

 

**FloorPlan**

 

 

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**SCHEDULE B**

 

**Landlord’sWork**

 

AMAC/ H /Link Memo toAlma Reality

 

DearSteve

 

Withreference to the work letter I gave you last week, the following is anexplanation of our intentions relative to the costs.

 

On thelower level, the space will be substantially just painted and electrified in avery basic manner.  Two small 10’ x 10’rooms in sheetrock with minor exhaust plus a sink in each room. No ceilings orother partitions or perimeter sheetrock is necessary.

 

Nextis the mezzanine: Any upgrades from your allowances will be paid by the tenant.An example would be the carpeting or millwork. Otherwise, the space is basicvanilla per your work letter.

 

DepotArea: This is the section on the main floor size approx 22’ x 33’ whereone of the new bathrooms is to be located. This small area is to be constructedaccording to your work letter with the exception of the upgrading of thecarpeting and millwork which the tenant will pay for.

 

Mainfloor call center: This will be a duplicate of the upstairs. Lighting,millwork. special ceiling tiles, wall covering and other upgrades are expectedto be paid by the tenant We had no trouble with each other on the upgrades onthe last project and I’m sure it will be the same with this project. Upon youand I seeing eye to eye on these basic points I will modify the work letteraccordingly and we can close the deal right away: Let’s get past the lawyersand deal with each other through the job as we did so successfully in the past.

 

Allthe best,

 

SteveSchwartz

 

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| Subj:  | HLINK - 36-36  33rd Street, Astoria, Queens - Basement Construction Guidelines - Project #  0203-B |
|--------|----------------------------------------------------------------------------------------------------|
| Date:  | 7/11/2005  8:29:12 P.M. Eastern Daylight Time                                                 |
| From:  | MLillard@gaynordesign.com                                                                          |
| To:    | s.schwartz@CentralConsult.com,  mombodancer@aol.com                                                |
| CC:    | AGaynor@gaynordesign.com,                                                                          | MBoddewyn@gaynordesign.com, |
|   | SMyint@gaynordesign.com                                                                            |

 

DearSteve,

 

Pleasereview and respond to our Construction Guidelines regarding HLINK’s abovereferenced new Basement Build-Out Project at their Astoria Queens Facility.

 

**CONSTRUCTIONGUIDELINES:**

 

**A.**                                    GeneralConstruction Notes

** **

1.                                       Allwork shall comply with all applicable Local and Municipal Building Codes, aswell as any and all regulatory agency requirements, including, but not limitedto OSHA, etc.  The following GeneralConstruction Notes shall apply to all Construction and Drawings.

 

2.                                       Allwork, whether shown or implied, unless specifically questioned shall beconsidered fully understood in all respects by the General Contractor and theGeneral Contractor will be responsible for any misinterpretations orconsequences thereof.

 

3.                                       Subcontractorshall submit in triplicate Shop Drawings, Product Data and Samples as required,to the General Contractor. The General Contractor shall review and approve allrequired Shop Drawings, Product Data and Samples prior to submitting toArchitect for review.

 

4.                                       Allwork is to conform to the Architectural Drawings and Specifications and shallbe new and the best quality of the kind specified. All work is to comply withapplicable industry standards.

 

5.                                       Nomaterial substitutions shall be made without prior written approval from theArchitect. The Architect will consider material change requests on anindividual basis. General Contractor shall submit Samples and Cuts for reviewto the Architect prior to the start of any work of that trade.

 

6.                                       Allmanufactured articles, materials, and equipment shall be supplied, installed,connected, erected, used, cleaned and adjusted as directed by themanufacturers, unless otherwise specified on the Drawings.

 

7.                                       TheGeneral Contractor shall coordinate, remove and dispose of all rubbish, debris,etc. on a regular basis and in a legal manner. The General Contractor shallkeep the work area safe and reasonably clean at all times.

 

8.                                       Allgypsum board shall be installed vertically in full length section U.O.N.

 

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9.                                       Metaltrim, Corner Beads, etc. Shall be installed at all exposed drywall edges,terminations, etc. Metal Trim shall be Type #200 Series, Corner Beads shall beType #100 Series, Control Joints shall be #093, all Galvanized Steel asmanufactured by U.S. Gypsum or approved equal.

 

10.                                 GeneralContractor shall be responsible for taping and spackling of gypsum boardinstalled, as well as patching and repairing all walls, ceiling and columns toremain as existing.

 

11.                                 AllGypsum Board Partitions shall be properly braced.

 

12.                                 Providedouble studs @ all Door jambs. Mechanically fasten studs together @ 30” O.C. Maximum.If Door is over 42” wide or if opening Double Doors use (2) 20 Ga. Stl.Studs. At head of Doors over 4’-0” wide use (2) 20 Ga. Stl. Studs. SeeDoor & Frame Schedule & Details.

 

13.                                 AllDoors, existing and new, opening onto carpeted areas to be undercut 1/2” A.F.F.U.O.N.

 

14.                                 AllDoors, new and existing, shall have Silencers. Door Stops to be floor mountedtype. See Hardware Schedule (8-1/2” x 11” format to follow).

 

15.                                 Alllock sets shall be master keyed as required by building management.

 

16.                                 ProvideAccess Doors as required for Plumbing, HVAC, Electrical etc., as required bycode. Location to be approved by Architect.

 

17.                                 AccessDoors in drywall shall be flush mounted with drywall bead frames concealed withjoint compound. In Hung Ceilings, use narrow edge frames with recessed Doorpanels filled with matching material.

 

18.                                 Generalcontractor shall furnish and install fireproof blocking in ceiling (and BlindPockets) and Partitions as required for a complete installation.

 

19.                                 Providefire retardant treated wood at all locations required by NYC Codes.

 

20.                                 G.C.To provide and install temporary Lighting, Fire Extinguishers and any otherfire safety precautions as required throughout all phases of construction asrequired by all applicable NYC Codes.

 

21.                                 AllElectrical Work shall conform to all applicable Federal, State and LocalBuilding Codes.

 

22.                                 AllElectrical Receptacles, Switches, Dimmers & Cover Plates to be white(U.O.N.) all Electrical Receptacles to be grounding Duplex Receptacles. LightSwitches to be NC quiet grounding standard Lutron Toggle.  Dimmer Switch to be Lutron Slide Dimmers.Refer to Dwg. # A10.1 for additional Notes and Engineering Dwgs. forSpecifications.

 

23.                                 NoFloor or Wall Outlets shall be connected to Lighting Circuits U.O.N.

 

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24.                                 TheGeneral Contractor shall coordinate all work shown on the MEP Engineering andArchitectural Drawings and shall be responsible for pointing out any conflictsor omissions. Dimensions on Architectural Drawings take precedence overconflicting dimensions on Engineering Drawings.

 

25.                                 TheElectrical Contractor shall include and coordinate electrical requirements forHVAC.

 

26.                                 TheElectrical Subcontractor shall connect, disconnect and provide necessary runsas per Construction Documents.

 

27.                                 GeneralContractor is to verify that there is sufficient power available to completethe installation as indicated. General Contractor is to notify the Architect assoon as possible of any condition that would prevent or delay the installationas indicated.

 

28.                                 AllElectrical Devices shall be U.L. Labeled.

 

29.                                 ElectrifiedDoor Hardware to be finished and installed by Electrical Contractor.

 

30.                                 ElectricalHardware to be connected to Building Class ”E” System as indicated onHardware Schedule.

 

31.                                 NoCeiling breaks will be permitted within a Room unless otherwise noted.

 

32.                                 AllHVAC Air Return Grills shall be located as per Drawings. Should field conditionprevent designated location, alternate location is subject to Architect’s approval.

 

33.                                 GeneralContractor shall provide a composite Ceiling Plan and necessary Shop Drawingscoordinating all Trades, showing the location of existing and new structure,suspension members, ceiling grid, light fixtures, all HVAC work, fascias andsoffits, piping, plumbing, Exit Lights and all other items penetrating orattached to ceiling.

 

34.                                 Cutopenings in Gyp. Bd. Partitions above Suspended Ceiling to meet HVAC Air Returnrequirements per HVAC Drawings where full height Partitions extend to Slab, allopenings for ducts, and electrical penetrations must be kept to a minimum size.Openings around all penetrations to be sealed tight with Manufacturer’srecommended sealant. See HVAC Drawings for additional information.

 

35.                                 Allwalls shall be properly prepared (spackled, sanded, etc.) for painting orWallcovering as per Manufacturer’s Specs.

 

36.                                 Allsurfaces which are to be painted shall receive one (1) coat of primer andtwo (2) finish coats of paint (three total coats).

 

37.                                 PaintingSubcontractor to provide (3) sets of “Drip-Down” paint samples toArchitect for review and approval prior to painting for verification of coloraccuracy.

 

38.                                 Allwalls and freestanding columns scheduled for paint to be painted “flat” exceptPantry, Lunchroom, Vending Room, Locker Room & Toilet Room to bepainted “Eggshell”. All Doors,

 

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Frames andConvector Enclosures shall be painted alkyd semi-gloss. All Convectors to bepainted to match adjacent wall color. All base panels of Convectors to bepainted black with Matte Finish.

 

39.                                 DoorFrames are to be painted the same color on both sides.

 

40.                                 Allpaints shall be applied in accordance with Manufacture’s Specifications for theparticular surface.

 

41.                                 AllWallcovering to be inspected for dye lot and any imperfections or defects priorto installation. If a problem occurs, the Architect is to be notified prior toinstallation.

 

42.                                 Samplesof all non-paint finishes specified shall be submitted in triplicate toArchitect prior to commencement of the work. All samples are to be taken fromthe most current dye lots.

 

43.                                 Allselvage edges of Wallcovering are to be installed per Double-Cut InstallationMethod.

 

44.                                 Allpretrimmed Wallcovering to be installed with butt seams.

 

45.                                 Fabricor Vinyl Wallcovering to be installed prior to Wall Base.

 

46.                                 ConcreteSlab to be properly flashed and leveled before the installation of flooringmaterials. The Slabs must be structurally sound, free of all dirt, dust,sealing compounds, and other surface contaminants prior to installation.Maximum variation in the concrete slab shall not exceed 1/8” in 10’-0”.

 

47.                                 Provideand install a 4” straight Wall Base in all carpeted areas. All straight WallBase to be installed after carpet installation.

 

48.                                 Provideand install a 4” cove Wall Base in all resilient floor areas.

 

49.                                 AllSaddles and/or Rubber Reducing Strips to be furnished and installed byCarpeting Contractor. Carpeting Subcontractor is to submit samples forArchitect’s approval prior to installation.

 

50.                                 FlooringSubcontractor shall inspect the Concrete Slab Sub-Floors before commencement ofwork. Flooring Subcontractor shall notify the Architect in writing, immediatelyafter the inspection, of any conditions which will prevent him from producingsatisfactory finished work.

 

51.                                 AllFloor slabs must be free of dust, oil and all foreign matter.  The Building must be preheated to a minimum of65 degrees f., 24 hours prior to installation. Any Cracks 1/16” or more, holesand other unevenness must be filled with latex base floor filler, high spotsmust be leveled. All Floors must be swept clean, wet mopped with warm water andswept again. If sweeping leaves a residue, floors shall be vacuumed.

 

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52.                                 CarpetSubcontractor shall assume full responsibility for any unacceptable finish workcaused by sub-floor conditions. Carpet Subcontractor is to submit a minimum of (2) seamingdiagrams for Architect’s review prior to commencement of installation.

 

53.                                 Anynecessary carpet cross joints, due to length of roils received, shall be placedto avoid occurrence at conspicuous locations, near Doors, or at pivot pointsand must be reviewed by the Architect prior to seaming. No seams shall occurperpendicular to doors and entries. Seams occurring parallel to Doors shall becentered directly under the Door.

 

54.                                 CarpetLength seams shall be trimmed and seamed in accordance with the Manufacturer’sSpecifications.

 

55.                                 Carpetsshall be laid with tight butt seams.

 

56.                                 TheMethod of Carpet installation is to be Direct Glue Down.

 

57.                                 Uponcompletion of the work the Carpet Contractor shall remove from the premises allwaste materials, rubbish, wrapping, salvages and containers.

 

58.                                 Allexcess pieces of usable Carpet shall be rolled, tagged and left with the Tenantfor their future use.

 

59.                                 Spots,and/or smears of Carpet Cement shall be promptly removed with approved solvent.

 

60.                                 Floorcovering in Closets shall be the same as that of the space onto which theCloset opens.

 

61.                                 Atall Broadloom Carpet installations, the Carpet Installer is responsible fortrimming at all seams where fraying occurs due to cutting of loops during theinstallation.

 

62.                                 MillworkSubcontractor shall provide and install all grounds and blocking related toCabinetwork and must schedule and coordinate same with General Contractor.

 

63.                                 Millworksubcontractor is responsible for finishing of all Cabinetwork.

 

64.                                 MillworkSubcontractor shall provide and install all hardware required for finishedinstallation of Cabinetry and Doors fabricated and installed by the CabinetSubcontractor. Millwork Subcontractor is to submit catalog cuts of allspecified hardware to Architect for review prior to fabrication.

 

65.                                 MillworkSubcontractor is responsible for coordinating and scheduling his work with theGeneral Contractor.

 

66.                                 MillworkSubcontractor shall verify all dimensions and condition related to Millwork atjob site.

 

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67.                                 MillworkSubcontractor to furnish Shop Drawings to Architect for approval of all itemsprior to fabrication.

 

68.                                 Nofield finishing of Millwork other than minor touch-up will be permitted.

 

69.                                 AllCabinetry to be A.W.I. Premium Grade.

 

70.                                 Combustibleblocking and grounds shall not be built into Fire Rated Partitions.

 

71.                                 Providefire retardant treated wood at all locations required by NYC Bldg Code.

 

72.                                 AllMillwork substitutions must be reviewed and approved by Architect prior tofabrication.

 

**B.**                                    SpaceRequirements (Total Basement - 10,182 Usable Sq. Ft.)

** **

1.                                       Refurbishment &Deployment (Lower Basement Level - 3,095 Usable Sq. Ft.)

 

(1) ConcreteLoading Dock/Area inside the adjacent Building Parking Garage with a FinishedOpening into the Tenant’s Space. Provide an Exterior Mounted Roll-Down SecurityGate and a set of 6’ - 0” W x 8’ -0” H Fire Rated Double Entrance/Exit Doorsinto the Tenant’s Basement Space with Entrance/Exit Door Hardware. All levelchanges between the Parking Garage and the Basement Level must be linked withADA Stairs/Ramps as required to fully function and meet all ADA and NYC Bldg.Codes for a Loading Dock.

 

(1) LargeOpen Warehouse Area for Tenant’s Palette Storage Shelving. Providemiscellaneous Wall Mtd. Duplex Convenience Elec Outlets scattered throughoutWarehouse to meet minimum NYC Code requirements. Ceilings are to have ExposedSlabs to receive Epoxy Ceiling Paint with continuous rows of end to end 8’ - 0”L Chain/Cable Mtd. T5 Strip Fluorescent Light Fixtures. Light Fixture Rows areto be mtd. approximately 8’ - 0” O.C. and switched together with the Work BenchArea on Wall Mtd. 3-Way Switches located at the entrance doors into the space.All Exposed Concrete Floors are to be leveled as required prior to receivingEpoxy Floor Paint and Cove Wall Base.

 

•                                          (1) Re-ChargingStation/Area for Tenant’s Electric Hydraulic Lift is to be located within theWarehouse Area near the Loading Dock Entrance Doors. Provide a Wall Mtd. 208Volt ~ Single-Phase Electrical Outlet.

 

•                                          (2) 10’x 10’ Fully Enclosed Air Tight Rooms to be located near the Loading Dock Doorswith (1) Fume Hood located in one of the rooms and (2) Fume Hoodslocated in the second room, all exhausted/ducted to the exterior. These roomsare to be fully enclosed with new 4 7/8” thick. Full Height Sound Insulated GypBd. Partitions having an Entrance Door with Air Tight Seals on all sides. AllWalls are to receive the specified finish Epoxy Wall Paint. Adjacent to theDoors of each room is to be a 4’ H x 6’ L Tilted Glass Panel in the Gyp. Bd.Partition. Provide Hardwire Electrical connections to the Fume Hoods and (2) WallMtd. Duplex Convenience Elec Outlets on the opposite walls

 

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in each room.Floors are to receive continuous heat sealed seamless Vinyl Flooring returning6” up all adjacent walls as a Wall Base. Ceilings are to be of continuousFinish Gyp. Bd. to receive the specified Epoxy Ceiling Paint, with (2) PendantMtd. 8’ - 0” L Indirect Linear Fluorescent Light Fixtures in each room on wallmtd. Switches at the Doors. Provide and install (1) Wall Hung StainlessSteel Utility Sink with Faucet and drain in each room, and (1) Exhaust Fanin the Ceilings of each Room, per the MEP Engineering Drawings.

 

(1) LargeOpen Work Bench Area for Tenant’s (10) 3’ x 6’ Work Benches locatedadjacent to the Warehouse Area. Provide Continuous Electrical Wiremold mtd onthe (10) Work Benches at countertop height with Simplex Electrical Outletsevery 1’ - 0” O.C. Each of the (10) desks will require a HardwireElectrical connection at 6’ - 0” Long Strip Fluorescent Task Light Fixtures.Ceilings are to have Exposed Slabs to receive Epoxy Ceiling Paint withcontinuous rows of end to end 8’ - 0” L Chain/Cable Mtd. T5 Strip FluorescentLight Fixtures. Light Fixture Rows are to be mtd. approximately 8’ - 0” O.C.andswitched together with the Warehouse Area on Wall Mtd. 3-Way Switches locatedat the entrance doors into the space. All Exposed Concrete Floors are to beleveled as required prior to receiving Epoxy Floor Paint and Cove Wall Base.

 

•                                          (1) 2’D x 6’ W Employee Coat Closet with a continuous 15” D Birch Veneer Plywood HatShelf and 1” Dia. Chrome Coat Rod. All Floor, Wall, and Ceiling finishes tomatch the adjoining room. Provide and install a typical Double Door with SingleDummy Trim.

 

•                                          Theexisting Steel Stair leading into the lower Basement Level is to be demolishedand replaced with a new NYC and ADA Code Compliant Steel Stair with new codecompliant Steel Rails, as required to coordinate with HLINK’s new InteriorLayout.

 

•                                          Theexisting Concrete Stair leading into the Lower Basement Level from the MainBasement Level is to be fully demolished with the remaining area patched toalign and match adjacent masonry surfaces.

 

•                                          Anew ADA Lift is to be provided and installed to connect the Lower Basement Levelwith the Main Basement Level.  The ADALift is to be coordinated with HLINK’s desired new Interior Layout.

 

•                                          Anew 4 7/8” thick full height sound insulated Gyp. Bd. Partition is to beinstalled following the edge of the Floor Height Change between this LowerBasement Level and the Main Basement Level. This new Partition is to create asite and sound separation between the Lower Level Refurbishment &Deployment Area and the Main Level ERC ~ Customer Service Area. At some pointalong this Partition a 4’ H x 6’ W Tilted Glass Panel will be located, within aPartitioned Office located on the Main Basement Level, to over look onto theLower Basement Level Warehouse.

 

•                                          Ingeneral, The Refurbishment & Deployment Area is one large continuouslyopen area, divided into the various functional spaces described above, with allthe

 

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Building Perimeter(masonry) walls to be scraped, receive patching, water moister barrier sealant,and the specified finish Epoxy Wall Paint; all the Exposed Concrete Floor Slabsare to be leveled as required prior to receiving the specified Epoxy FloorPaint; and all Exposed Slab Ceilings (with all ducts and misc. piping) are toreceive Epoxy Ceiling Paint. Provide and install a NYC Code compliant SprinklerSystem with all Fire Alarms, Smoke Detectors, and Base Building Class ’E’Fire Safety System Tie-Ins, an adequate HVAC Supply and Return Air Systemthroughout, as well as, a Perimeter Non-Electric (steam or hot water) BaseBoard Heating System, per the MEP Engineering Drawing Plans and Specifications.The undersides of all the Floor Slabs above are to be scraped of any loosepaint and debris prior to the finish ceiling Epoxy Painting.

 

2.                                       Depot               (Southwest Cornerof Main Basement Level - 710 Usable Sq. Ft.)

 

•                                          Theentire Depot Area is to be separated from the remaining Main Basement LevelSpaces with a Full Height Sound Insulated Gyp. Bd. Partition. One new Door withEntrance Function Hardware will enter into the Depot Area Vestibule from theNorth side located near the new Stair down to the Lower Level.

 

•                                          Whenentering the Depot Area, there will be a 6’ - 0” W x 8’ - 0” L InstallersVestibule that is enclosed with Full Height Standard Gyp. Bd. Partitions havinga 6’ - 0” L x 1’ - 0” W Millwork Transaction Surface mtd. at 42” AFF in a 6’ -0”W x 4’ - 0” H Opening in the Partition. A Standard Door with Entrance FunctionHardware will open from the Vestibule into the remainder of the Depot space.The Concrete Slab is to be flashed level to receive General Broadloom Carpetingwith a Flat Wall Base. The Ceiling will be Standard Hung Ceiling Tiles and Gridwith (2) 2’ x 4’ Indirect Recessed Fluorescent Light Fixtures. Provide andinstall (1) Duplex Electrical Convenience Outlet.

 

•                                          Theremainder of the Depot Area will be divided into Private Offices and an OpenWork Area.

 

•                                          (3) 10’-0” x 12’-O” Private Offices to be individually enclosed with Full Height SoundInsulated Gyp. Bd. Partitions located to the South side of the Depot Space. AllWalls will receive General Wall Paint. The sides of the Offices Facing theDepot Open Work Area will each receive a Standard Door with Office FunctionHardware and an adjacent 4’ H x 6’ W Tilted Glass Panel. The Floor Slabs are tobe flashed level to receive Standard Broadloom Carpeting with Flat Wall Base.Each Office is to receive Standard Hung Ceiling Tiles and Grid having (2) 2’x 4’ Indirect Recessed Fluorescent Light Fixtures Switched at the Doors. EachOffice is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC and (1) DuplexElectrical Convenience Outlet.

 

•                                          (4) 8’x 8’ Partial Height Gyp. Bd. Partitioned ‘L’ Shaped Work Areas located in theDepot Open Work Area to receive 2’ - 6” Deep ‘L’ Shaped Millwork CountertopWork Surfaces with Plastic Laminate, to be supported on 1 1/2” thick MillworkSupport Fins 4’ -0” O.C. Max. Provide and install (1) QuadruplexElectrical Outlet for Tenant’s PC’s and (1) Duplex Electrical ConvenienceOutlet per Partitioned Work Surface at standard height with (2) Grommetsin each work surface above outlets. All Floor and Wall finishes are to matchthe Depot Office finishes. The Depot Open Work Area is to have a

 

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continuousstandard Hung Ceiling Tile and Grid with 2’ x 4’ Recessed Indirect FluorescentLight Fixtures spaced no more than 8’ - 0” O.C. in both directions.

 

•                                          (2) Small6’ x 8’ Supply/Storage/Printer/Fax/Copy/Equip Areas to be located off the DepotOpen Work Area. Provide and install (2) Dedicated Quadruplex ElectricalOutlets for Tenant’s Equipment, and (1) Duplex Electrical ConvenienceOutlet in each Area. Provide and install (1) 8’ - 0” L Millwork StorageUnit with Plastic Laminate on all exposed surfaces having enclosed Base andUpper Cabinets with (2) Adjustable Shelves in each Cabinet. All finishesand ceilings to match and continue from the Open Area.

 

•                                          (1) 2’D x 6’ W Employee Coat Closet with a continuous 15” D Birch Veneer Plywood Hat Shelfand 1” Dia. Chrome Coat Rod. All Floor, Wall, and Ceiling finishes to match theadjoining room.  Provide and install atypical Double Door with Single Dummy Trim.

 

•                                          (2) ADAToilet Rooms (one men’s and one women’s) are to be individually enclosed withheight sound insulated Gyp Bd. Partitions and located adjacent to the DepotArea. Each Toilet room to have two stalls (each containing a Toilet), Lavatory,Faucet, Mirror, Soap dispenser, Paper Towel Dispenser with Trash Receptacle , ToiletPaper Holder, ADA Toilet Bar, and a floor recessed Drain. Provide (1) WallMtd. GFI Duplex Elec Outlet near the sink.  All Floors and Walls to receive Ceramic Tiles.All ceilings are to have moister resistant mish Hung Ceiling Tiles and Gridwith (1)-2’ x-4’ Indirect Ceiling Recessed Fluorescent Light Fixture in eachroom in accordance with Tenant’s plans. Each Toilet Room to have astandard Door with a 1’ x 1’ Louver and Restroom Function Hardware. Each ToiletRoom is to receive an Exhaust Fan Ducted to the Exterior per the MEP Engs.Drawings and Specifications.  The Men’s Room toalso receive a Urinal.

 

•                                          Ingeneral, the Depot Area is to receive the specified Broadloom Carpetingthroughout with the specified General Wall Paint and standard Hung CeilingTiles and Grid. All the Floor Slabs will need to be leveled prior to finishing.The Lighting is to be the specified Ceiling Recessed 2’ x 4’ IndirectFluorescent Light Fixtures not more than 8’ - 0” O.C. in both directions. ThePerimeter Masonry Walls are to scraped and cleaned of all paint chips and moldprior to receiving a continuously applied liquid Water Moisture BarrierSealant, followed by finished Gyp Bd. Build-Out Partitions. In addition to thespecific Electrical Outlets identified above, provide and install DuplexConvenience Electrical Outlets scattered throughout the space to meet NYC Codeminimums. The undersides of all the Floor Slabs above are to be scraped of anyloose paint and debris prior to the finish ceilings being installed.

 

3.                                       ERCCustomer Service (Remainder of Main Basement Level - 4,102 Usable Sq. Ft.)

 

•                                          (1) LargeOpen Call Center to fit (36) Total Call Center Work Stations by Tenant to becentrally located on the Main Basement Level. The Work Stations consist of (3) largerSupervisor Work Stations, (16) Standard Work Stations for ERC, and (19)Standard Work Stations for Customer Service. Each cluster of Work Stations willrequire a ‘J’ Box Electrical Feed Connection Circuited so that each WorkStation receives (2)

 

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Duplex ElectricalOutlets for Tenant’s PC’s and (1) Duplex Electrical Outlet for Convenience.The Open Call Center will receive a diagonal pattern of end-to-end Pendant Mtd.Indirect Linear Fluorescent Light Fixtures spaced no more than 10’ - 0” O.C.The Floor Slabs are to be flashed level to receive the specified Carpet Tilewith Flat Wall Base throughout All Walls are to receive the specified GeneralWall Paint with one side of the Call Center to receive an Accent Wall PaintColor and the opposite side to receive one of the specified Wall coverings. TheCeilings are to be the specified Upgraded High STC Acoustic Hung Ceiling Tilesand Grid throughout.

 

•                                          (1) 10’x 18’ Two Person Occupancy Office to be located against the East Perimeter Wall.The Floor Slabs are to be flashed level to receive the upgraded BroadloomCarpeting. The Office is to receive (2) Quadruplex Electrical Outlet forTenant’s PC’s at the Desks and (2) Duplex Electrical Convenience OutletThe Ceilings are to be standard Hung Ceiling Tiles and Grid with (3) 2’ x4’ Recessed Fluorescent Light Fixtures. All Walls are to receive General WallPaint. (2) 4’ H x 6’ W Tilted Glass Panels are to be located on eitherside of the standard Office Entrance Door with Office Function Hardware.

 

•                                          (1) 10’x 12’ Private Office to be located against the East Perimeter Wall. The FloorSlabs are to be flashed level to receive the upgraded Broadloom Carpeting. TheOffice is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’sand (1) Duplex Electrical Convenience Outlet. The Ceilings are to bestandard Hung Ceiling Tiles and Grid with (2) 2’ x 4’ Recessed FluorescentLight Fixtures. All Walls are to receive General Wall Paint A 4’ H x 6’ WTilted Glass Panel is to be located adjacent to a standard Office Entrance Doorwith Office Function Hardware.

 

•                                          (1) 10’x 12’ Private Office to be located adjacent to the Enclosing Partition whichseparate the Lower Basement Level from the Main Basement Level as described in Section #B/1 above. All Wall, Floor, Glass Panel, and Ceiling finishes and conditions tomatch the Office finishes described above.

 

•                                          (1) LargeConference Room to seat (16) People to be located on the Elevator side ofthe floor. The Floor Slabs are to be flashed level to receive the upgradedBroadloom Carpeting. The Room is to receive (1) Floor Mtd. QuadruplexElectrical Outlet under the Conference Table and (4) Duplex ElectricalConvenience Outlets around the room. The Ceilings are to be standard HungCeiling Tiles and Grid with (3) 8’ L Linear Pendant Mtd. (end-to-end)Indirect Fluorescent Light Fixtures located down the center of the room. Theperimeter of the room is to receive a series of the specified Waliwashers andDownlights, mtd. at 6’ O.C. max., and operated with Dimmer Switches at the mainentrance door. .All Walls are to receive one of the specified Wall coverings.The Conference Room is to have (2) standard Entrance Doors with Conf.Room Function Hardware.

 

•                                          (1) Pantryto seat (12) People to have (12) Linear Ft. of Millwork Base and Upper Cabinetswith (2) Adjustable Shelves per Cabinet. The Millwork is to accommodate aplace for an ADA Sink, Refrigerator, (2) Microwaves on Upper CabinetShelves, and a Dishwasher. The Base Cabinets should have at least one set ofDrawer Cabinets. The

 

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Floor Slab is tobe flashed level to receive the specified (3) VCT Color Pattern Layoutsimilar to HLINK’s 1st Floor Pantry. All Walls are to receive the specifiedGeneral Wall Paint The Ceilings are to be the specified Standard Hung CeilingTiles and Grid with 2’ x 4’ Recessed Fluorescent Light Fixtures no more than 8’0” O.C. The Pantry will be located against the perimeter wall and face the OpenCall Center having a 8’ H x 8’ W 3/8” thick clear tempered Glass Vision Panelin the Gyp Bd. Enclosing Partition.

 

•                                          (1) LockerRoom adjacent to the Pantry to fit (36) Tenant supplied Lockers. The FloorSlab is to be flashed level to receive the specified (3) VCT Tile ColorPattern Layout similar to HLINK’s 1st Floor Locker Room. All Walls are toreceive the specified General Wall Paint. The Ceilings are to be the specifiedstandard Hung Ceiling Tiles and Grid with 2’ x 4’ Recessed Indirect FluorescentLight Fixtures no more than 8’ - 0” O.C. to coordinate with the Locker IsleLayout.

 

•                                          (2) 2’- 0” D x 6’ - 0” L Employee and Guest Coat Closets with a continuous 15” DBirch Veneer Plywood Hat Shelf and 1” Dia. Chrome Coat Rod. Ali Floor, Wall,and Ceiling finishes to match the adjoining room. Provide and install a typicalDouble Door with Single Dummy Trim.

 

•                                          (1) 10’x 12’ Enclosed Copy/ Mail/ Supply Room to receive (12) Linear Ft. of Baseand upper Millwork Cabinets. The Base Cabinets are to have at least (2) setsof Drawer Cabinets. All other Cabinets to have (2) Adjustable Shelveseach. Provide and install (2) Quadruplex Electrical Outlets for Tenant’sEquip. and (2) Duplex Electrical Convenience Outlets along the Countertop.Provide (1) Copier Outlet on the opposite wall. The Floor Slab is to beflashed level to receive the specified (2) VCT Colors in a Checker BoardPattern. The Ceiling is to be the Standard Hung Ceiling Tiles and Grid with (2) 2’x 4’ Recessed Indirect Fluorescent Light Fixtures. All Walls are to receive thespecified General Wall Paint. Provide and install (1) Door into room withStoreroom Function Hardware.

 

•                                          (1) 2’- 6” D x 16’ - 0” L Open Printer/Fax/Equipment Niche with continuous Upper andBase Cabinet Millwork to be located adjacent to and facing the Call Center. TheMillwork is to receive a (5) Color Pattern Layout similar to the MillworkPattern in HLINK’s 1st Fl. Call Canter. Each Cabinet is to have (2) AdjustableShelves. At least (4) of the Base cabinets are to be Drawer Units. (4) UpperCabinets and (4) Lower Cabinets are to receive Locks with adjacent ElbowCatches. Provide and install (3) Quadruplex Electrical Outlets for Tenant’sEquip. and (3) Duplex Electrical Convenience Outlets along the length ofthe Millwork Countertop. All Walls to receive the specified General Wall Paint.The Ceiling and Floor Finishes are to continue from the adjacent Call Center.

 

•                                          Theexisting Southeast Corner Water Pump is to be fully enclosed with an Air TightSound Insulated Partition having a Door with Air Tight Seals on all edges andStorage Function Hardware. The overall room size is to be minimized with theDoor location to coordinate with HLINK’s new Interior Layout. All the WaterPiping within the room and extending out into the Tenant’s Space is to becontinuously Sound and Water Moisture Insulated. The existing Water Pump is tobe placed onto a new vibration Isolated platform.

 

•                                          Theexisting Base Building Electrical Transformer Room is to receive a new PartitionEnclosure consisting of an Inner Full Height Electromagnetic Current ShieldBarrier (4” CMU?) with an outer Finish Full Height Sound Insulated Gyp Bd.Partition. This new Enclosing Partition must fully encircle the Transformer Room fromslab to slab.  Landlord agrees no soundor vibration can emanate into the Demised Premises.

 

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•                                          Theexisting South Fire Egress Stair to Street is to be upgraded/finished so thatthe Floor Slabs and Treads are smooth and level. All Walls must be made smoothand Painted with Building Standard Stair Paint All the Fire Stair Doors must beFire Rated per NYC Codes and receive Egress Door Hardware. Install ADA and NYCCode compliant Handrails and Guardrails. All exposed Steel Rails and Stringersto have rust removed prior to receiving Rust Primer and Finish Rail Paint.

 

•                                          Theexisting Perimeter Windows are to be fully installed and cleaned with all Frameand Masonry Wall Joints to receive continuous Water Tight Sealant in the areaswhere the Perimeter Walls will remain exposed, the masonry edges around thewindows are to be scraped, masonry patched, and made smooth and even to receivethe specified Epoxy Perimeter Wall Paint.

 

•                                          Theexisting Building Water Service Pipes are to receive continuous Sound and WaterMoisture Insulation.

 

•                                          Theexisting Building Sprinkler Service Pipes are to receive continuous Sound andWater Moisture Insulation.

 

•                                          Theexisting Building Sewage Drain Pipes are to receive continuous Sound and WaterMoisture Insulation.

 

•                                          Theexisting Columns are to be Masonry Patched, and sanded smooth to return them tonew masonry surface condition. All Columns are to be prime painted to receivethe General Finish Wall Paint.

 

•                                          Ingeneral, the ERC/Customer Service Area is to receive the specified UpgradedBroadloom Carpeting in the Offices, the Upgraded Carpet Tile in the CallCenter, the General Wall Paint, Wall Covering where identified above, and theStandard Hung Ceiling Tiles and Grid. All the Floor Slabs will need to beleveled prior to finishing. The Perimeter Masonry Walls are to scraped andcleaned of all paint chips and mold prior to receiving a continuously appliedliquid Water Moisture Barrier Sealant, followed by finished Gyp Bd. Build-OutPartitions. The Lighting is to be 2’ x 4’ Recessed Indirect Fluorescent LightFixtures no more than 8’ - 0” O.C. in both directions in the Offices andEnclosed Rooms with 8’ - 0” L Linear Indirect Pendant Mounted Fluorescent LightFixtures in the Call Center. In addition to the specific Electrical Outletsidentified above, provide and install Duplex Convenience Electrical Outletsscattered throughout the space to meet NYC Code minimums. The undersides of allthe Floor Slabs above are to be scraped of any loose paint and debris prior tothe finish ceilings being installed.

 

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4.                                       Accounting  (Basement Mezzanine - 2,275 Usable Sq. Ft.)

 

•                                          Theexisting Stair up to the Mezzanine is to receive continuous Handrails on bothsides of the Stair to meet all ADA and NYC Bldg. Codes. The Treads are to befinished smooth to receive the specified Broadloom Carpet. All the existingexposed Steel Rails and Stringer surfaces are to have all rust removed prior toreceiving Rust Primer and the specified finish Rail Paint.

 

•                                          Provideand install a new ADA Lift to connect the Main Basement Level with the BasementMezzanine Level. The Lift location is to be coordinated with HLINK’s newInteriors Layout.

 

•                                          (1) 2’D x 6’ W Employee Coat Closet with a continuous 15” D Birch Veneer Plywood HatShelf and 1” Dia. Chrome Coat Rod. All Floor, Wall, and Ceiling finishes tomatch the adjoining room. Provide and install a typical Double Door with SingleDummy Trim.

 

•                                          (1) 12’x 18” Private office to be located against the West Perimeter Wall to be fullyenclosed with a Standard Sound Insulated Gyp. Bd. Partition. The Floor Slabsare to be flashed level to receive the Standard Broadloom Carpeting. The Officeis to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s and (1) DuplexElectrical Convenience Outlet. The Ceilings are to be standard Hung CeilingTiles and Grid with (3) 2’ x 4’ Recessed Fluorescent Light Fixturesoperated by a Switch at the Door. All Walls are to receive General Wall Paint.A 4’ H x 6’ W Tilted Glass Panel is to be located adjacent to a standard OfficeEntrance Door with Office Function Hardware.

 

•                                          (4) 10’x 12’ Private Offices to be located against the West Perimeter Wall andindividually enclosed in Sound Insulated Gyp. Bd. Partitions. The Floor Slabsare to be flashed level td’’I’eceive the Standard Broadloom Carpeting. TheOffice is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’sand (1) Duplex Electrical Convenience Outlet. The Ceilings are to bestandard Hung Ceiling Tiles and Grid with (2) 2’ x 4’ Recessed FluorescentLight Fixtures operated by a Switch at the Door. All Walls are to receiveGeneral Wall Paint. A 4’ H x 6’ W Tilted Glass Panel is to be located adjacentto a standard Office Entrance Door with Office Function Hardware.

 

•                                          (8) 8’x 8’ Partial Height Gyp. Bd. Partitioned ‘L’ Shaped Work Areas located in theAccounting Open Work Area to receive 2’ - 6” Deep ‘L’ Shaped MillworkCountertop Work Surfaces with Plastic Laminate, to be supported on 1 1/2” thickMillwork Support Fins 4’ -0” O.C. Max. Provide and install (1) QuadruplexElectrical Outlet for Tenant’s PC’s and (1) Duplex Electrical ConvenienceOutlet per Partitioned Work Surface at standard height with (2) Grommetsin each work surface above outlets. All Floor and Wall finishes are to matchthe Accounting Office finishes. The Accounting Open Work Area is to have acontinuous standard Hung Ceiling Tile and Grid with 2’ x 4’ Recessed IndirectFluorescent Light Fixtures spaced no more than 8’ - 0” O.C. in both directions.

 

•                                          (1) 6’x 6’ Locked File Room to receive Wall, and Floor finishes to match theadjacent Accounting Open Area. The Ceiling is to be the standard Hung CeilingTiles and

 

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Grid with (1) 2’x 4’ Recessed Indirect Fluorescent Light fixture operated by a Switch at theDoor. Provide and install a Standard Door with Storeroom Function Hardware.

 

•                                          (1) 8’x 10’ Copy/Supply/P/F Room to have (10) Linear Ft. of Base and UpperMillwork Cabinets with Plastic Laminate of all exposed surfaces. At least (1) baseCabinet to have Drawers. All other Cabinets to have (2) Adjustable Shelveseach. (2) Upper and (2) Lower Cabinets to receive Cabinet Locks withElbow Catches.  Provide and install (2) QuadruplexElectrical Outlets for Tenant’s Equip. and (2) Duplex Electrical ConvenienceOutlets along the Countertop. Provide (1) Copier Outlet on the oppositewall. The Floor Slab is to be flashed level to receive the specified (2) VCTColors in a Checker Board Pattern. The Ceiling is to be the Standard HungCeiling Tiles and Grid with (2) 2’ x 4’ Recessed Indirect FluorescentLight Fixtures. All Walls are to receive the specified General Wall Paint.Provide and install (1) Door into room with Storeroom Function Hardware.

 

•                                          (1) 10’x 12’ Conference Room to be located along the West perimeter Wall. AllFinishes and Conditions to match the 10’ x 12’ Accounting Private Officesdescribed above.

 

•                                          (2) 6’x 7’ Single Occupancy ADA Toilet Rooms to be individually enclosed with fullheight sound insulated Gyp Bd. Partitions. Each Toilet room to have: Toilet,Lavatory, Faucet, Mirror, Soap dispenser, Paper Towel Dispenser with TrashReceptacle, Toilet Paper Holder, ADA Toilet Grab Bar, and a floor recessedDrain. Provide (1) Wall Mtd. GFI Duplex Elec Outlet near the sink. AllFloors and Walls to receive Ceramic Tiles. All ceilings are to have moisterresistant finish Hung Ceiling Tiles and Grid with (1) 2’ x 4’ IndirectCeiling Recessed Fluorescent Light Fixture per room. Each Toilet Room isto have a Standard Door with a 1’ x 1’ Louver and Restroom Function Hardware.Each Toilet Room is to receive an Exhaust Fan Ducted to the Exterior perthe MEP Engs. Drawings and Specifications. Each Men’s Room to receive aUrinal.

 

•                                          Theexisting unfinished Street Entrance Stair currently does not meet the minimumNYC Code required Head Clearances between the Tread Nosing and the underside ofthe Beams. This Stair will need to be redesigned to meet all ADA and NYC Coderequirements for the Stairs, Rails and Street Entrance through the South Facadeof the Building. Provide and install an Exterior Mounted Roll-Down SecurityGate and a set of Double Glass Entrance Doors with Entrance/Exit Door Hardware.

 

•                                          Ingeneral, the Accounting Area is to receive the specified Standard BroadloomCarpeting, the General Wall Paint, and the Standard Hung Ceiling Tiles andGrid. All the Floor Slabs will need to be leveled prior to finishing. ThePerimeter Masonry Walls are to scraped and cleaned of all paint chips and moldprior to receiving a continuously applied liquid Water Moisture BarrierSealant, followed by finished Gyp Bd. Build-Out Partitions. The Lighting is tobe 2’ x 4’ Recessed Indirect Fluorescent Light Fixtures no more than 8’ - 0”O.C. in both directions. In addition to the specific Electrical Outletsidentified above, provide and install Duplex Convenience Electrical Outletsscattered throughout the space to meet NYC Code minimums. The undersides of allthe Floor

 

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Slabs above are tobe scraped of any loose paint and debris prior to the finish ceilings beinginstalled.

 

**C.**                                    ArchitecturalFinish Specifications

** **

1.                                       GeneralFinish Hung Ceiling Tiles and Grid to be “Armstrong” # 1912 Hi-Fi UltimaHumiguard Plus Tiles in an “Armstrong” Suprafine 9/16” Exposed T-Bar GridSystem.

 

2.                                       HighSTC Acoustic Finish Hung Ceiling Tiles and Grid to be “Armstrong” Optima OpenPlan Square Edge Fine Texture Tiles #3159 in an “Armstrong” Suprafine 9/16”Exposed T-Bar Grid System.

 

3.                                       ExposedSlab Ceiling Epoxy Paint to be “Benjamin Moore” Epoxy Paint, Color: CommercialWhite. Finish: Epoxy Flat

 

4.                                       GeneralBroadloom Carpeting to be determined.

 

5.                                       UpgradedBroadloom Carpeting to be “Bentley”, Pattern: Architecture #AR26-7621 or “Bentley”#AR26-7621.

 

6.                                       CarpetTiles to be “Milliken” Pattern #6393, Color: #513, Fiber: 6.6 Nylon, Size: 36”x 36”.

 

7.                                       VCTto be “Azrock”, Pattern: Cortina Grade Vinyl Enhanced Tile # CG404 - Color:Pumice, CG # 402 - Color: Black & White, and CG # 403 - Color. Loam,All in Size: 16” x 16”.

 

8.                                       WallBase to be “Roppe” #P193 Black-Brown, Flat at Carpet and Cove at VCT.

 

9.                                       GeneralGyp. Bd. Partition Wall Paint to be “Benjamin Moore”, Color: OC-45 SwissCoffee, Finish: Eggshell

 

10.                                 AccentWall Paint to be “Benjamin Moore”, Color. TBD, Finish: Eggshell

 

11.                                 Perimeter(masonry) Wall Epoxy Wall Paint to be “Benjamin Moore”, Color. OC-45 SwissCoffee, Finish: Epoxy Eggshell

 

12.                                 ExposedSlab Ceiling Paint to be “Benjamin Moore”, Color. Commercial White, Finish:Epoxy Flat. 13. Epoxy Floor Paint to be “Benjamin Moore”, Color TBD, Finish:Epoxy Semi-Gloss

 

13.                                 Wallcoveringsto be “Innovations”, Pattern: # Alchemy # 78848, Color. Dark Sage; or “Sincol-New-Era”,Silverado # HS-22; or “Maharam”, Pattern: Tek-Wall Syntax # 306301, Color: #010Camphor; or “Innovations”, Pattern: Alchemy # 78862, Color: Grasshopper

 

14.                                 SpecialtyMillwork with (5) Plastic Laminate Color Pattern to be similar to HLINK’s1st FI. Call Center Millwork Pattern. Plastic Laminates to be “Abet Laminati” #842 SEt; or “Abet Laminati” # 472 SEI; or “Abet Laminati” # 1242 SEI; or “Formica”Deco Metal #2047 Matte Aluminum Dots; or “Formica” Deco Metal # 2046 MatteAluminum Footplate.

 

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15.                                 PantryMillwork Plastic Laminate to be “Abet Laminati”, Color: TBD.

 

16.                                 Storage/Supply/Mail/CopyRoom Millwork to be “Formica”, Color. White

 

17.                                 AllDoors to be 3’-0” x 7’-0” Building Standard Paint Grade Solid Core Wood Doorsin a “Knockdown” 2” Wide Hollow Metal Frame.

 

18.                                 DoorHardware to be “Schlage” or equal per Hardware Sets described above.

 

19.                                 TiltedGlass Panels to be 3/8” thick. clear tempered glass 4’ H x 6’ W Panels in aPaint Grade Finish Wood Frame to match HLINK’s 1st Fl. Space. Frames to receiveDoor Frame Paint.

 

20.                                 CeramicFloor Tile to be “American Olean”, Color: TBD, Size: TBD.

 

21.                                 CeramicWall Tile to be “American Olean”, Color” TBD, Size: TBD.

 

**D.**                                    ArchitecturalSpecialty Item Specifications

** **

1.                                       FireExtinguishers in cabinets to be “Larsen” Model # MP10 10Lbs. ABC Multi-PurposeDry Chemical Extinguishers in a “Larsen” fully recessed metal cabinet withglass panel access door. Cabinet: Shop White with Red Letters. Qty: (3)

 

2.                                       AccessDoors to be “Larsen” # L-DWB (12” W x 18 1/2” H) Door to be 14 Gauge Steel.Frame to be 0606063-T6 extruded aluminum shop primed. Qty: (as required).

 

**E.**                                      MillworkHardware Specifications

** **

1.                                       FingerPulls “Doug Mocket” Model # DP-3, Polished Chrome.

 

2.                                       ConcealedHinges “Blum” Model # 170 Full and Half Overlays as required.

 

3.                                       DrawerRunners to be ‘Blum” # BS426A Full Extension, Finish: Zinc

 

4.                                       ShelfSupports “Hafele” #282.04120, 3MM Plug-In Type.

 

5.                                       CabinetLocks “Kenstan” # K20, 7/8”Dia

 

6.                                       ElbowCatches “Hafele” #245.70.107

 

7.                                       Doorand Drawer Bumpers “Blum” SJ 5312, 3/8” Dia. x 1/8” thick., Color: Clear

 

**F.**                                      PlumbingFixture Specifications

** **

1.                                       PantrySink to be “Elkay” Lustertone #LWR2522L in Stainless Steel. Qty: (1)

 

2.                                       PantryFaucet to be “Grohe” Ladylux #33765SDO in Chrome having lever handles andcoordinated spray. Qty: (1)

 

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3.                                       UtilitySink to be “American Standard” Wall Hung Type, Stainless Steel, 18” L x 18” W x10” D. Qty: (2)

 

4.                                       UtilityFaucet to be “American Standard” Gooseneck Type to coordinate with the sinkspec., Polished Chrome. Qty: (2)

 

5.                                       Toiletto be “American Standard” Afwall Elongated Wall-ADA with Coordinated WallCarriers and “American Standard” Flush Valves. Qty: (4)

 

6.                                       Lavatoryto be “American Standard” #0355.012 Lucerne, Color. White, ADA accessiblecountertop mounted Type with an “American Standard” Faucet Ceramix, #2000.110,having a pop-up drain, 4 holes, and Lever Handles. Qty: (4)

 

7.                                       SinkMirror to be “Bobrick” #B-165 wall mtd. 18” W x 30” H. Qty: (4)

 

8.                                       SoapDispensers to be “Bobrick” B-822 Wall Mtd. of Stainless Steel having removableplastic liquid soap container. Qty: (4)

 

9.                                       PaperTowel Dispensers with Waste Receptacles to be “Bobrick” #B-38034 Wall RecessedType of Stainless Steel. Qty: (4)

 

10.                                 ToiletPaper Dispensers to be “Bobrick” #B-288 Stall Partition Mtd with Two Roll Capacityof Stainless Steel. Qty: (4)

 

11.                                 Urinalsto be “American Standard” #6601-012 Lynbrook, Color: White. Qty: (2)

 

12.                                 ADAGrab Bars to be “Bobrick” B-6806 of Stainless Steel. Qty: (4)

 

**G.**                                    LightFixture Specifications

** **

1.                                       2’x 4’ and 2’ x 2’ Indirect Ceiling Recessed Fluorescent Fixtures to be “LegionLighting” Comfort-Lume Ceiling Recessed Fixtures with Center Baskets and EMFixtures as required, Color White.

 

2.                                       8’- 0” Long Chain Hung T5 Strip Fluorescent Light Fixtures to be “Legion” DoubleLamp Strip Fluorescent Light Fixtures.

 

3.                                       8’- 0” Long Pendant Mtd. T5 linear Indirect Fluorescent Light Fixtures to be “LinearLighting” #C29P1-B-2-ET5-120V-PRT-S24-BW-96, 8’-O” L with EM Fixtures asrequired.

 

4.                                       ExitLights to be “Atlite” Marathon Series Single, and Double Face Exit Lightswith Direction Arrows as required. Exit Lights in Areas of Hung Ceilings to beCeiling Recessed Type and Those in the Open Slab Ceiling Areas to have Stems toCoordinate with Slab Heights as required.

 

5.                                       LightSwitches to be “Lutron” Rocker Type with Motion Sensors where required by theNY State Energy Code.

 

6.                                       DimmerSwitches to be “Lutron” Slide Dimmer Type.

 

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**H.**                                    PartitionDescriptions

** **

1.                                       New4 7/8” thick. Standard Sound Insulated Gyp. Bd. Partition to be 3 5/8” thick.mtl. studs. 16” O.C. from slab to slab with 5/8” thick Gyp Bd on both sides andSound Batt Insulation to extend up to 6” above finish Ceilings.

 

2.                                       New4 7/8” thick. Full Height Sound Insulated Gyp Bd. Partition to be to be 3 5/8” thick.mtl. studs. 16” O.C. from slab to slab with 5/8” thick Gyp Bd on both sides andSound Batt Insulation all to extend slab to slab.

 

3.                                       New3/8” thick. Clear Tempered Tilted Glass Panel in Gyp Bd. Partition to be 4’ H x6’ W Glass Panel in a 2” W Paint Garde Finish Wood Frame on all sides locatedadjacent to all Office Doors

 

4.                                       New4 7/8” thick. Partial Height Gyp Bd. Partition with Finish Wood Cap to be 3 5/8”thick. mtl studs 12” O.C. up to +1- 48” AFF with 5/8” thick. Gyp Bd. on bothsides. Top Edge of Wall to receive a continuous 2” H x 4 7/8” W Finish WoodCap.

 

5.                                       ExistingExposed Masonry Perimeter Wall to be scraped of all loose paint and masonry,masonry patched as required to return it to a smooth and uncracked/unchipped surface,coated with a liquid water moisture barrier sealant, and prime painted toreceive (2) coats of finish Epoxy Perimeter Wall Paint.

 

6.                                       ExistingMasonry Walls to receive 4 1/4” thick. Build-Out Gyp. Bd. Partitions to be (1) layerof 3 5/8” thick. Mtl. Studs 16” O.C. with (1) Layer of 5/8” thick. Gyp Bd.on the outside face to extend 6” above finish Hung Clg.

 

7.                                       NewElectromagnetic Current Shielded Partition to consist of an Inner Shield Layerof (4” thick. CMU?) from slab to slab with an outer layer 3 5/8” thick mtl.studs 16” O.C. from slab to slab with full height Sound Batt Insulation and afinish layer of 5/8”-’thick. Gyp Bd. form Slab to Slab with continuous caulkingat all slab/partition joints.

 

**I.**                                         GeneralConditions

** **

1.                                       Architectural

 

•                                          Afull set of Architectural Construction Documents are to be developed and issuedfor Construction at a later date.

 

•                                          Aseparate set of Door Hardware Specifications (8 1/2” x 11” Format) will bedeveloped and Issued for Construction at a later date.

 

2.                                       MEPEngineering

 

•                                          Afull set of MEP Engineering Construction Documents are to be developed andIssued for Construction at a later date. The MEP Engineers Drawings willinclude but are not limited to a full design set of Drawings and Specificationsfor all the HVAC System,

 

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Perimeter BaseBoard Steam/Hot Water Heating System, Electrical Circuiting, Fire Alarm/SmokeDetector System, Plumbing, and Sprinkler System

 

Wehope the above Work Letter will assist you in your negotiations with theLandlord in signing HLINK’s lease.

 

Pleaseadvise me of any changes you need. Regards,

 

MichaelLillard

 

Email:mlillard@gaynordesign.com

Web:http://www.gaynordesign.com

Alan Gaynor + Co. P.C.

434 Broadway, New York,New York 10013

t/ 212.334.0900 f/212.966.8652

 

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**SCHEDULE C**

 

**Rules andRegulations**

 

(1)                                  Thesidewalks, entrances, driveways, passages, courts, vestibules, stairways,corridors or halls shall not be obstructed or encumbered by any tenant or usedfor any purpose other than for ingress to and egress from the Demised Premisesand for delivery of merchandise and equipment in a prompt and efficient mannerusing passageways designated for such delivery by Landlord. There shall not beused in any space, or in the public hall of the building, either by any tenantor by jobbers or others, in the delivery or receipt of merchandise, any handtrucks, except those equipped with rubber tires and side guards.

 

(2)                                  Thewater and wash closets and plumbing fixtures shall not be used for any purposeother than those for which they were designed or constructed and no sweepings,rubbish, acids or other substances shall be deposited therein, and the expenseof breakage, stoppage, or damage resulting from the violation of this rule shallbe borne by the tenant who, or whose clerks, agents, or employees, shall havecaused same.

 

(3)                                  Nocarpet, rug or other article shall be hung or shaken out of any window ofthe building; and no Tenant shall sweep or throw or permit to be swept orthrown from the Demised Premises any dirt or other substances into any of thecorridors or halls, elevators, or out of the doors or windows or stairways ofthe building, and Tenant shall not use, keep or permit to be used or kept anynoxious gas or substances in the Demised Premises, or permit or suffer theDemised Premises to be occupied or used in a manner unreasonably offensive orobjectionable to Landlord or other occupants of the Building by reason ofnoise, odors and/or vibrations, or unreasonably interfere in any way with othertenants or those having business therein, nor shall any animals or birds bekept in or about the building. In connection with the above, Landlord agreesthat normal office use is not offensive.

 

(4)                                  Noawnings or other projections shall be attached to the outside walls of thebuilding without the prior written consent of the Landlord.

 

(5)                                  Nosign, advertisement, notice or other lettering and/or window treatment shall beexhibited, inscribed, painted or affixed by any Tenant on any part of theDemised Premises or the Building or on the inside of the Demised Premises ifthe same is visible from the outside of the Demised Premises without the priorwritten consent of Landlord, not to be unreasonably withheld. In the event ofthe violation of the foregoing by any Tenant, Landlord may remove same withoutliability, and may charge the expense incurred by such removal to the Tenant orTenants violating this rule. Interior signs on doors and directory tablesshould be inscribed, painted or affixed for each Tenant by Landlord at theexpense of such Tenant, and shall be a size, color and style reasonablyacceptable to Landlord. Notwithstanding the foregoing, Tenant shall be entitledto install a door sign and a directory table sign subject to Landlord’sreasonable approval as to size, color and style.

 

(6)                                  NoTenant shall in any way deface any part of the Demised Premises or the Buildingof which they form a part. No boring, cutting or stringing of wires shall bepermitted,

 

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except with theprior written consent of Landlord, and as Landlord may direct. No Tenant shalllay linoleum or other similar floor covering so that the same shall come indirect contact with the floor of the Demised Premises, and if linoleum or othersimilar floor covering is desired to be used an interlining of builder’sdeadening felt shall be first affixed to floor by a paste or other material,soluble in water, the use of cement or other similar adhesive material beingexpressly prohibited. This provision shall not apply with respect to paragraph “17”alterations or wall hangings or other minor and incidental defacings.

 

(7)                                  Noadditional locks or bolts of any kind shall be placed upon any of the doors orwindows by any Tenant, nor shall any changes be made in existing locks ormechanism thereof, unless a copy is given to Landlord. Each Tenant must, uponthe termination of his Tenancy, restore to Landlord all keys of stores, officesand toilet rooms, either furnished to, or otherwise procured by, such Tenant,and in the event of the loss of any keys, so furnished, such Tenant shall payto Landlord the cost thereof.

 

(8)                                  Freight,furniture, business equipment, merchandise and bulky matter of any descriptionshall be delivered to and removed from the premises through the serviceentrances and corridors, and only during hours and in a manner approved, byLandlord acting reasonably.

 

(9)                                  Canvassing,soliciting and peddling in the building is prohibited.

 

(10)                            Tenantshall not bring or permit to be brought or kept in or on the Demised Premises,any flammable, combustible or explosive fluid, material, chemical or substance,or cause or permit any odors of cooking or other processes, or any unusual orother objectionable odors to permeate in or emanate from the Demised Premises.

 

(11)                            If theBuilding contains central air-conditioning and ventilation, Tenant agrees tokeep all windows closed at all times and to abide by all rules andregulations issued by the Landlord with respect to such services. If Tenantrequires air-conditioning or ventilation and heat after the usual hours, Tenantshall give notice in writing to the building superintendent prior to 3:00 p.m.in the case of services required on weekdays, and prior to 3:00 p.m. onthe day prior thereto, in the case after hours service is required on weekendor holidays, for which an additional charge shall be paid by the Tenant. Saidadditional charge shall be deemed additional rent due and payable thirty (30)days after rendition of a bill by Landlord therefore.

 

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