Exhibit 10.3


 


AGREEMENT
OF LEASE, made as of this 10th day of August,
2005, by and between Garden Spires Associates LP, with offices at c/o Alma
Realty 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.                                       Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the space in the
cellar (“Demised Premises”) of the building known as 36-36 33rd Street, Long
Island City, New York (hereinafter referred to as the “Building”) (see floor
plan of the Demised Premises annexed hereto as exhibit “A”). In addition to
occupying the Demised Premises, Tenant shall have the right to use in common
with other tenants in the Building, all common areas and public portions
thereof and in addition thereto, Tenant shall have the right to use a loading
area in the garage adjacent to and through the access doors leading to the
Demised Premises.


 


TERM


 


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


 


RENT


 


3.                                       (A)                              The
basic annual rent or fixed minimum rent commencing on the “Rent Commencement
Date”, 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)                                During
the term of this Lease, the basic annual rental shall be payable in equal
monthly installments in advance on the first day of each calendar month during
the term of this lease at the office of the Landlord. Tenant shall pay the rent
as above stated and as


 





















 


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


 


(C)                                Notwithstanding
the term commencement date of August 1, 2005 and subparagraph (B) herein,
it is understood and agreed that Tenant shall commence paying the basic annual
rent (except that Tenant shall pay the first monthly installment upon the
signing of this Lease), thirty (30) days after Landlord delivers possession of
the premises to Tenant with the initial work to be performed by Landlord
hereunder (see 7(B) herein) having been substantially completed (the “Rent
Commencement Date”). Promptly following the determination of the Rent
Commencement Date, Landlord and Tenant shall execute an agreement setting forth
the 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 the
first 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. If
the Rent Commencement Date begins on a date other than the first day of a
month, the Tenant shall pay a pro rata portion of the rent from such date
through and including the last day of such month and the First Lease Year shall
end on the first anniversary of the first day of the preceding month. Each
succeeding Lease Year shall end on the anniversary date of the previous Lease
Year, except that in no event shall the term of this lease extend beyond March 31,
2018, the Term Expiration Date .


 


(D)                               The
term “substantially completed” shall mean (i) completion of the initial
work (as shown at Schedule B herein) but for minor insubstantial details
of construction and mechanical adjustments (i.e. so-called “punch list” items)
and (ii) delivery to Tenant of a certification from Landlord’s architect
addressed to the benefit of the Tenant which confirms that the Demised Premises
is not considered part of the floor area of the Building and that the
permissible use set forth in paragraph 5 of this Lease is permitted within the
Demised Premises so long as the Landlord shall comply with all governmental
laws, rules and regulations. Landlord agrees that it shall comply with all
governmental laws rules and regulations in connection with this initial
work (including obtaining an amendment to the certificate of occupancy to
permit the use contained in paragraph 5). In the event substantial completion
is achieved on a date other than the first day of the month, the Tenant shall
pay a pro rata portion of the rent from such date through and including the
last day of such month. Landlord shall use its best efforts to deliver to
Tenant the Demised Premises with the initial work substantially completed by no
later than February 1, 2006 (“Delivery Date”). In the event Landlord fails
to deliver the Demised Premises to Tenant with the initial work substantially
completed by the Delivery Date (unless Landlord’s failure to so deliver same
was 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’s
architectural and engineering plans and drawings by October 9, 2005, as
per 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 Rent
Commencement Date. Notwithstanding anything herein to the contrary, Landlord
must deliver to


 


2





















 


Tenant the Demised
Premises with the initial work substantially completed by no later than February 28,
2006 “Time Being of the Essence” (“Outside Delivery Date”). In the event
Landlord fails to deliver the Demised Premises to Tenant with the initial work
substantially 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 reimburse
Tenant, within thirty days following Tenant’s election to cancel the Lease,
$220,000.00 representing the liquidated damages of Tenant for expenses actually
incurred by Tenant including fixture, furnishing and equipment, professional
services for the space, including architectural, expediters, engineering,
contractors, reasonable legal fees, and any payments made by Tenant to
Landlord. Tenant shall exercise such right to cancel by giving written notice
thereof to Landlord within ten (10) days from the Outside Delivery Date, “Time
Being of the Essence”, unless the parties agree in writing to extend such time
period. It is understood and agreed that the Delivery Date and the Outside
Delivery Date and any rights based thereon shall be adjusted and/or modified on
a day for day basis as a result of delays, if any, caused by Tenant’s acts
and/or that of its agents and/or employees. (As and for an example, if Tenant’s
acts and/or that of it’s agents and/or employees cause three days of delay, the
Delivery Date shall be modified to read February 4, 2006 and the Outside
Delivery Date shall be modified to read March 3, 2006) . Landlord shall
promptly give notice to Tenant of any Tenant acts and/or that of its agents
and/or employees that are causing or will cause a delay in delivery of the
Demised Premises by the Delivery Date and/or Outside Delivery Date.


 


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


 


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


 


SECURITY


 


4.                                       (A)                              Tenant
shall 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 performance
and observance by Tenant of Tenant’s obligations under this lease.


 


(B)                                Tenant
shall be entitled to interest on its security deposit at the rate of 2.5% per
annum.


 


3





















 


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


 


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


 


(E)                                 In
the event of a sale of the Demised Premises, Landlord shall have the right to
transfer the Security to the vendee or lessee and Landlord, provided such
vendee or lessee assumes the obligations of Landlord under this Lease and, upon
making such transfer and confirming in writing to Tenant that Landlord has done
so 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 return
of the Security and Tenant agrees to look solely to the new landlord for the
return of the Security.


 


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


 


(G)                                Tenant
further agrees that if for any reason (including the reason that Landlord has
elected to use, apply or retain the whole or any part of the Security pursuant
to this Article), the Security at any time remaining on deposit with Landlord
shall be less than two times the amount of the then monthly rent, Tenant, upon
written demand and by no later than ten days thereafter, shall deposit with
Landlord cash in an amount sufficient to increase the then Security to the then
required amount of Security.


 


USE


 


5.                                       The
Tenant shall use and occupy the Demised Premises only for general, executive
and administrative offices, communication center, repair of Tenant’s
residential electronic equipment, engineering research, shipping and receiving
and storage in connection with the Tenant’s business and that of its
affiliates, and for no other purpose.


 


SERVICES


 


6.                                       (A)                              Landlord
will provide non-electric base board heat to the Demised Premises, during
business 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 shall
install a sub-meter to measure


 


4





















 


Tenant’s actual
consumption of electricity for ordinary office use within the Demised Premises.
Ordinary office use shall include but not be limited to lighting, operation of
office equipment, typewriters, word processors, personal computers, telephones,
facsimile machines, and photocopy machine. Ordinary office use, for purposes
herein, shall not include the HVAC system. Tenant shall pay for its actual
consumption as measured by said sub-meter for ordinary office use (based on the
actual cost from the utility company without any premium charged by Landlord). Landlord
shall install, at Landlord’s cost and expense a supplemental boiler and an HVAC
system to service the Demised Premises (said boiler and HVAC compressor to be
located outside of the Demised Premises), all in accordance with Tenant’s work
letter. Tenant shall have a thermostat within the Demised Premises which will
permit Tenant to control the HVAC unit on a 24 hour/ 7 days a week basis. With
respect to electric current for said HVAC system, Landlord shall install a
meter to measure actual consumption thereof and Tenant shall pay 100% of the
bill as measured thereby (based on the actual cost from the utility company
without any premium charged by Landlord). Tenant will also pay its
proportionate share (“Tenant’s Proportionate Share”) of the gas bill for the
common areas of the Building for gas actually used in connection with the
heating of such areas via base board heat. Tenant’s proportionate share, as
referred to herein and elsewhere in this lease, shall be 5.96%. The Tenant’s
proportionate share is subject to change based upon any change in the square
footage of the rentable area of the Building and/or the Demised Premises.
Tenant’s Proportionate Share shall mean the fraction, the denominator of which
is the net rentable area of the Building in square feet and the numerator of
which is the Demised Premises’s net rentable area in square feet. Landlord
represents that the net rentable area for the building as of the date of this
lease, inclusive of the cellar is 186,100 square feet. The above sums shall be
paid within ten (10) days following the billing thereof by Landlord.
Landlord will furnish copies of all such bills to Tenant promptly upon receipt
thereof.


 


(B)                                Landlord
will provide cleaning services of and to the public or common areas of the
Building, 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 through
Friday, legal holidays excepted. Cleaning of Demised Premises shall be
performed by Tenant at Tenants cost and expense. Trash will be delivered to a
space designated by Landlord. At Tenant’s option, Landlord shall provide
cleaning 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 cost
of One ($1.00) Dollar per sq. ft. annually, payable on a monthly basis, as
additional rent, during such period in which such services are rendered.


 


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


 


(D)                               Landlord
will furnish adequate hot and cold tempered water for lavatory and drinking
purposes twenty four hours a day, seven days a week.


 


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


 


5





















 


LANDLORD’S REPAIRS AND INITIAL WORK


 


7.                                       (A)                              Landlord
will make all the repairs to and provide the maintenance for the public areas
of the Building; the roof and structure thereof; and to the building-wide
systems inclusive of the plumbing, electrical, HVAC and mechanical systems
servicing the Demised Premises, except for such repairs and maintenance to or
with 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 by
Landlord at Tenant’s expense. There shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by reason
of inconvenience, annoyance or injury to business arising from Landlord making
any repairs, alterations, additions or improvements in or to any portion of the
Building or to the Demised Premises, or in or to the fixtures, appurtenances or
equipment thereof, except if due to Landlord’s willful acts or that of its
agents, contractors or employees and provided the Landlord’s acts do not
materially interfere with Tenant’s ingress/egress from the Demised Premises.
Landlord shall perform maintenance and other work to be performed by Landlord
using reasonable efforts to minimize interference with Tenant’s business.


 


(B)                                Landlord
agrees 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 in
accordance with its plans and specifications, however, in any and all events
subject to the AMAC/H+Link Memo (“Memo”) to Alma Realty, also attached hereto
as and in part of and at the last page of Schedule ”B”, it being
understood and agreed that the intent of the Memo is to allocate the costs of
the 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 of
Landlord performing the ceiling, lighting and carpeting work to the Demised
Premises, at Tenant’s election, Tenant shall be granted a one time credit of
fifty (.50) cents per square foot of ceiling tiles, fifty ($50.00) dollars per
lighting fixture and five ($5.00) dollars per yard of carpet which one time credit
shall be applied against the first monthly rent due and owing following Tenant’s
election. Notwithstanding anything herein to the contrary, Tenant must deliver
to Landlord it’s preliminary architectural and engineering plans and drawings
(which shall be subject only to minor modifications by Tenant) by no later than
October 9, 2005, “Time Being of the Essence”. In the event Tenant fails to
timely deliver such plans/drawings, then Tenant shall pay to Landlord for each
and every day of delay beyond said date of October 9, 2005, in addition to
any other sums due under this Lease, the sum of $611.00/ day. This sum shall be
due and payable by Tenant to Landlord simultaneously with Tenant’s delivery of
the plats/drawings to Landlord, whenever same shall occur. Any modifications
required by the Landlord to the preliminary plans after Landlord’s review of
the preliminary plans submitted by Tenant shall not cause the Tenant to incur
the $611.00/day penalty; it being understood that Tenant’s liability for such penalty
with respect to the preliminary plans shall cease upon timely delivery of same
to Landlord.


 


(C)                                Landlord
represents that the Demised Premises is dry and that there are no leaks in same
and Landlord shall perform such work to eliminate unreasonable noise and
vibration within the Demised Premises, including performing such work as set
forth in Schedule B.


 


6





















 


TENANT’S REPAIRS


 


8.                                       Tenant
shall take good care of the interior of the Demised Premises and perform any
and all maintenance and repairs, as needed therein, except if (i) the
repair is required as a result of Landlord’s negligence or (ii) its work
for which the Landlord is obligated to perform under 7(A) above. Landlord
may, after fifteen (15) days notice to Tenant, perform said repairs, at the
expense of Tenant, if Tenant fails to do so. In the case of an emergency, no
notice shall be required.


 


PARKING


 


9.                                       Landlord
shall provide Tenant with ten (10) parking spaces (Tenant understands
certain cars will be parked via valet), as designated by Landlord, in a newly
constructed parking facility on-site at no cost or expense to Tenant. In the
event such parking is unavailable to Tenant at the Commencement Date, Landlord
will furnish, at no cost and expense to Tenant, valet parking to Tenant’s
employees, directly in front of or adjacent to the Building.


 


DIRECTORY


 


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


 


11.                                 Intentionally
Omitted.


 


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 conduct
or 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 $2,000,000
for bodily injury or death to any number of persons in any one occurrence.


 


(B)                                Tenant
shall promptly deliver to Landlord a Certificate of Insurance for such fully paid
for policies prior to occupancy, and Tenant shall deliver to Landlord such
Certificate of Insurance for a renewal policy at least thirty (30) days before
the expiration of any existing policy. All such policies shall be issued by
companies licensed to do business in the State of New York with an “A” Best
rating and all such policies shall contain a provision whereby the same cannot
be 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 of
premiums.


 


(C)                                Tenant
shall maintain insurance coverage in an amount adequate to cover the cost of
replacement of all of Tenant’s personal property, fixtures, furnishings, and
equipment.


 


7





















 


REAL ESTATE TAX ESCALATION


 


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


 


1)                                      The
term “Tax Year” shall mean the fiscal year, July 1 to June 30 (or
such other fiscal year as hereafter may be duly adopted by the taxing
authorities for real estate tax purposes).


 


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


 


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


 


4)                                      The
term “Base Taxes” shall mean the Taxes computed by the taxing jurisdiction for
the Base Tax Year.


 


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


 


(B)                                If
Taxes payable in any Escalation Year shall be in such amount as shall
constitute an increase above Base Taxes, Tenant shall pay Tenant’s
Proportionate Share of such increase. Increases in Taxes, payable by reason of
reductions in Landlord’s tax abatement shall be deemed tax increases subject to
provision of this Escalation Clause unless such reduction is the direct result
of landlord’s intentional or negligent acts.


 


(C)                                If
the sum of the installments of Taxes payable by Landlord in any Escalation Year
exceeds the Landlord’s Base Taxes for the Base Tax Year, the annual rental
reserved hereunder for such Escalation Year shall be increased by Tenant’s
Proportionate Share of the amount of such excess and shall be payable during
such Escalation Year in monthly amounts equal to 1/12th of the amount of such
increase (as reasonably estimated by Landlord if not finally determinable on
the first day of such Tax Year, subject to later adjustment).


 


(D)                               If
a final determination shall be rendered reducing the assessed valuation of the
land and/or Building for the Landlord’s Base Tax Year, the assessed valuation
as so reduced shall, for all purposes be the assessed valuation used in
computing the Landlord’s Base Taxes under section (4) of
sub-paragraph (A) above. If said determination is rendered subsequent to
the submission by Landlord to Tenant of any statements referred to in
sub-paragraph (E) below, Landlord shall submit revised statements to
Tenant based upon the reduced assessed valuation and Tenant shall, within
thirty (30) days after submission of said revised statements, pay Landlord any
additional rent due by reason of such recomputations which computation shall be
adequately set forth in the said revised statements.


 


8





















 


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


 


(F)                                 If
the term of this Lease expires on a day other than the last day of the Tax
Year, rental increases pursuant to subparagraph (C) above shall be
pro-rated as of said expiration date.


 


(G)                                In
the event of a taking, pursuant to the power of eminent domain, of a portion of
the Building under such circumstances as shall not result in a termination of this
Lease, then from and after the date of such taking (i) the Base Tax Amount
shall be deemed reduced in proportion to the reduction in the number of square
feet of rentable space in the Building resulting from such taking, and (ii) Tenant’s
Proportionate Share shall be adjusted so as to be equal to a fraction of which
the denominator is the reduced number of square feet of rentable space in the
building and the numerator is the number of square feet of space leased to
Tenant following such taking.


 


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


 


(I)                                    The
statements 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 Certified
Public Accountants (who may be the firm now or then currently employed by
Landlord for the audit of its accounts). In the accountant’s opinion based on
the date submitted, such statements shall present fairly the escalation
adjustment for the periods represented thereby.


 


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


 


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


 


(L)                                 If
the first or final lease year during which escalations may occur shall contain
less than twelve (12) months, the additional rental under this Lease shall be
prorated.


 


9





















 


(M)                            Notwithstanding
anything to the contrary contained in this Section 13, in the event the Building
construction and improvements has not been completed and the building is not substantially
occupied, and therefore the Building shall not have been fully assessed by the
Base Tax Year set forth in 13(A) (3), then the Tax Year in which the
Building shall be fully assessed shall be deemed to be the Base Tax Year and
the Escalation Year shall mean any Tax Year during the term of the Lease
commencing following the new Base Tax Year as determined in accordance with
this Section 13(M).


 


TAX ABATEMENT


 


14.                                 (A)                              Landlord
represents that it has filed the necessary paperwork in connection with
obtaining a real estate tax abatement under the Industrial Commercial Incentive
Program (ICIP) (including the filing of the ICIP applications). Landlord agrees
to fully cooperate with Tenant and to provide Tenant, at Tenant’s expense, with
any documents necessary in order for Tenant to apply for and receive 100% of
the benefits available to Tenant under the New York City Commercial Expansion
Programs, including without limitation, the Relocation Employment Assistance
Program, the Energy Cost Savings Program and the Rent Abatements for Commercial
and Industrial Tenants (“Title 4-A”) and any other business incentive programs
for which Tenant may be eligible to receive benefits. In connection with such
benefit programs, upon request, Landlord agrees to provide Tenant with the
final certificate of eligibility and certificate of completion. If the benefits
are 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 of
such refund. Landlord, in no event, guarantees approval of benefits under these
programs, except Landlord shall be responsible for the loss of any benefits due
to or arising out of landlord’s negligence or willful misconduct. Landlord also
represents and is informing Tenant that:             —


 


1)                                      an
application for abatement of real property taxes pursuant to Title 4-A will be
made for the Demised Premises;


 


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


 


3)                                      since
the 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 the
Premises and the common areas, provided however, if by the sixtieth (60th) day
following the rent commencement date, the Tenant employs in the Premises 125 or
fewer 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)                                      all
abatements granted shall be revoked if, during the benefit period, real estate
taxes, water or sever charges or other lienable charges are unpaid for more
than one year, unless such delinquent amounts are paid as provided in
subdivision four hundred ninety-nine-ff of Title 4-A.


 


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


 


10





















 


(B)                                Tenant
agrees to (i) report to the Landlord the number of workers permanently
engaged in employment in the space leased, the nature of each worker’s
employment and the New York City residency of each worker and (ii) provide
access to the Premises by employees and agents of the department overseeing the
ICIP program at all reasonable times at the request of the Landlord.


 


(C)                                Landlord
agrees that Tenant shall not be required to pay taxes or charges which become
due because of the willful neglect or fraud by the Landlord in connection with
the ICIP Program, or otherwise relieve or indemnify the Landlord from any
personal liability arising under the Administrative Code 11-265 except where
imposition of such taxes, charges or liability is occasioned by actions of
Tenant in violation of the Lease.


 


(D)                               Notwithstanding
anything contained in this Lease to the contrary, Landlord consents and agrees
that Tenant’s subsidiaries, HCI Acquisition Corp. (H+Link On Call), LMA
Acquisition 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)                                 Landlord
agrees to such modification to the provisions of this paragraph 14 as are
required by the applicable governmental agency in order to obtain the benefits
referred to in paragraph 14(A) above at no cost and expense to Landlord.


 


ADDITIONAL RENT


 


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


 


FIXTURES & INSTALLATIONS


 


16.                                 All
appurtenances, fixtures, improvements, additions and other property attached to
or built into the Demised Premises by Landlord, at Landlord’s expense, shall be
and remain the property of Landlord, except that any such fixtures, improvements,
additions and other property installed at the expense of Tenant may be removed
by Tenant on the condition that Tenant shall repair, at its expense, any damage
to the Demised Premises or the Building resulting from such removal. Except as
otherwise provided for herein, all the outside walls of the Demised Premises
including corridor walls and the outside entrance doors to the Demised
Premises, 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 access
thereto, for the purpose of operation, maintenance, decoration and repair, are
expressly reserved to Landlord, and Landlord does not convey any rights to
Tenant therein. Notwithstanding the foregoing, Tenant shall enjoy full right of
access to the Demised Premises through the public entrances, public corridors
and public areas within the Building.


 


11





















 


ALTERATIONS


 


17.                                 (A)                              Tenant
shall make no structural alterations, decorations, installations, additions or
improvements in or to the Demised Premises without Landlord’s prior written
consent, not to be unreasonably withheld or delayed, and then only by
contractors or mechanics who do not interfere with Landlord’s work in the
Building.


 


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


 


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


 


(b)                                 Reasonable
rules and regulations of the Landlord.


 


(c)                                  Plans
and specifications prepared by and at the expense of Tenant shall be submitted
to Landlord for its prior written approval, not to be unreasonably withheld or
delayed; no installations or work shall be undertaken or started by Tenant, its
agents, servants or employees, until Landlord has approved such plans and
specifications; and no material amendments or additions to such plans and
specifications shall be made without prior written consent of Landlord, not to
be unreasonably withheld or delayed. In the event the plans and specifications
are not approved by Landlord within fifteen (15) business days, same shall be
deemed approved.  Tenant agrees that it
will not, either directly or indirectly, use any contractors and/or labor
and/or materials that would or will create any labor disharmony with any
contractors and/or labor engaged by Landlord in the construction, maintenance
and/or operation of the Building or any part thereof. Notwithstanding the
above, no plans and specifications shall be needed for cosmetic or
non-structural work nor shall Landlord consent be required for such work.


 


(d)                                 Tenant
shall defend, indemnity and hold harmless Landlord from any claim arising out
of the performance of said Tenant’s work. Tenant shall, upon request of
Landlord, supply Landlord with workmen’s compensation certificates for all
persons 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 filed
against the Building by any of the Tenant’s contractors, subcontractors or
material men, for work done on behalf of Tenant, Tenant shall discharge the
lien by bond, payment or otherwise, within thirty (30) after notice of the
filing to Tenant and upon Tenant’s failure to so discharge any lien, Landlord
may, at its option, remove the lien by bonding and charge the Tenant with the
cost thereof, together with it’s reasonable attorneys’ fees.


 


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


 


12





















 


REQUIREMENTS OF LAW


 


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


 


(B)                                Tenant
shall not do anything, or permit anything to be done, in the Demised Premises
which shall (i) invalidate or be in conflict with the provisions of any
fire or other insurance policies covering the Building or any property located
therein, or (ii) result in a refusal by fire insurance companies of good
standing to insure the Building or any such property, or (iii) cause any
increase in the fire insurance rates applicable to the Building or property
located 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 the
New York Fire Insurance Rating organization or any similar body.


 


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


 


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


 


LANDLORD’S CONSENT


 


19.                                 (A)                              In
no 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 by
way of setoff, counterclaim or defense, based upon any claim or assertion by
Tenant that Landlord has unreasonably withheld or unreasonably delayed any
consent or approval (including, without limitation, consent to a proposed
assignment or sublease of the premises), and Tenant’s sole remedy for claimed
unreasonable withholding or unreasonable delaying by Landlord of its consent or
approval shall be an action or proceeding brought and prosecuted solely at
Tenant’s


 


13





















 


own cost and
expense to enforce such provision, for specific performance, injunction or
declaratory judgment.


 


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


 


END OF TERM


 


20.                                 (A)                              Upon
the expiration or other termination of the term of this Lease, Tenant shall
quit and surrender to Landlord the Demised Premises, broom clean, in good order
and condition, ordinary wear and casualty excepted, and Tenant shall have the
right but not the obligation to remove all of its property and shall repair all
damage to the Demised Premises or the Building occasioned by such removal. Any
property not removed from the premises shall be deemed abandoned by Tenant and
may be disposed of in any manner deemed appropriate by the Landlord, unless
otherwise agreed to in writing (i.e. extension of time to remove). Tenant
expressly 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 221
of the Real Property Actions and Proceedings Law and of any successor law of
like import then in force in connection with any holdover or summary
proceedings which Landlord may institute to enforce the foregoing provisions of
this Article at the end of the term as expressed herein. Tenant’s
obligation to observe or perform this covenant shall survive the expiration or
other termination of the term of this lease. If the last day of the term of
this lease or any renewal hereof falls on a Sunday or a legal holiday, this
lease shall expire on the business day immediately preceding.


 


(B)                                Tenant
acknowledges that possession of the Demised Premises must be surrendered to Landlord
at the expiration or sooner termination of the term of this lease. The parties
recognize and agree that the damage to Landlord resulting from any failure by
Tenant to timely surrender possession of the Demised Premises as aforesaid will
be substantial, will exceed the amount of fixed minimum rent and additional
rent theretofore payable hereunder, and will be impossible accurately to
measure. Tenant therefore agrees that if possession of the Demised Premises is
not surrendered to Landlord upon the expiration or sooner termination of the
term of this lease, then notwithstanding anything to the contrary contained in
this lease, Tenant shall pay to Landlord for each month and for each portion or
any month during which Tenant holds over in the demised premises after the
expiration or sooner termination of the term of this lease, for use and
occupancy, the aggregate sum of (i) two times the amount of the
installment of the fixed minimum rent that was payable under this lease for the
last month of the term hereof, plus (ii) one-twelfth of all items of
annual additional rent which would have been payable monthly


 


14





















 


pursuant to this
lease had its term not expired or been terminated, plus (iii) those items
of additional rent (not annual additional rent) which would have been payable
monthly pursuant to this lease had its term not expired or been terminated,
which aggregate sum Tenant agrees to pay to Landlord upon demand, in full
without setoff, and no extension or renewal of this lease shall be deemed to
have occurred by such holding over, nor shall Landlord be precluded by
accepting such aggregate sum for use and occupancy from exercising all rights
and remedies available to it to obtain possession of the Demised Premises.


 


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


 


QUIET ENJOYMENT


 


21.                                 Landlord
covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions on Tenant’s part to be observed and performed, Tenant may peaceably
and quietly enjoy the Demised Premises during the term of this lease without
hindrance or molestation by anyone claiming by or through Landlord, subject,
nevertheless, to the terms, covenants and conditions of this Lease.


 


SIGNS


 


22.                                 No
sign or lettering of any nature may be put on or in any window, nor on the
exterior of the Building or elsewhere within the Demised Premises such as shall
be visible from the street, except with the written approval of the Landlord,
which approval shall not be unreasonably withheld or delayed.


 


23.                                 Intentionally
Omitted.


 


RULES AND REGULATIONS


 


24.                                 Tenant
and Tenant’s agents, employees, invitees, and licensees shall faithfully comply
with the Rules and Regulations set forth in Exhibit ”C” annexed
hereto and made part hereof, and with such further Rules and Regulations
as Landlord at any time may make and communicate in writing to Tenant which, in
Landlord’s judgment shall be necessary for the reputation, safety, care or
appearance of the Building and the land allocated to it or the preservation of
good order therein, or the operation or maintenance of the Building, and such
land, its equipment, or the more useful occupancy or the comfort of the tenants
or others in the Building. Landlord shall not be liable to Tenant for the
violation of any of said Rules and Regulations, or the breach of any
covenant or condition in any lease by any other tenant in the Building,
provided such are applied in an equal and non-discriminatory manner. In the
event of a conflict between this Lease and the Rules and Regulations, the
terms of this Lease shall prevail.


 


15





















 


ASSIGNMENT AND SUBLETTING


 


25.                                 (A)                              Tenant,
for itself, its successors and assigns, expressly covenants that it shall not
assign, mortgage or encumber this Agreement, nor under let the Demised Premises
or any part thereof or license or permit the Demised Premises or any part
thereof to be used by others, without the prior written consent of the
Landlord, which shall not be unreasonably withheld or delayed, and upon due
compliance 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 any
permission to use or license, concession or other right of occupancy of all or
any portion of the Premises to (i) affiliated entity, parent entity,
subsidiary entity or acquired entity, controlling, controlled by or under
common control with the Tenant (including HCI Acquisition Corp. (H+ Link On
Call), LMA Acquisition Corp. and/or Safecom); or (ii) to a successor
corporation in connection with a merger, consolidation or sale of substantially
all of Tenant’s business or substantially all of the stock of Tenant.


 


(B)                                Prior
to requesting the approval of Landlord to an assignment or subletting as
hereinafter provided, Tenant shall, by written notice, offer to terminate this
Lease and to vacate and surrender the Demised Premises to Landlord as of the
last day of the calendar month which is at least sixty (60) days from the date
of Tenant’s notice and prior to the effective date of such proposed assignment
or subletting. Simultaneously with said offer to terminate this Lease, Tenant
shall advise the Landlord of all the terms, covenants and conditions of the
Tenant’s proposed sublease or assignment. A sublease of less than 40% of the
Demised Area shall not give rise to Landlord’s recapture rights herein. The
provisions of this subsection shall not be applicable provided (i) in
the case of a sublease (s) in excess of forty (40%) percent of the demised
area, fifty (50%) percent of all rent and additional rent received by Tenant
for sublease (s) in excess of the rent and additional rent received herein,
shall be paid to Landlord within fifteen (15) days of receipt, as additional
rent; and (ii) in the case of an assignment, fifty (50%) percent of any
consideration paid to Tenant for said assignment, except that which is paid for
Tenant’s furniture, fixtures, equipment, leasehold improvements and goodwill
shall be paid to Landlord within fifteen (15) days of receipt. In either of the
foregoing cases, Tenant shall first deduct its expenses, including brokerage
fees, advertising, free rent, reasonable attorneys fees and alterations
performed by Tenant before submitting to Landlord. Landlord must exercise its
recapture rights hereunder within fifteen (15) business days of receiving
Tenant’s notice. If Landlord has not exercised its right to recapture within
said fifteen (15) days, then Landlord shall have forty five (45) days to
approve of the proposed assignment or subletting. If Landlord shall not have
reasonably rejected the proposed assignment or subletting within the forty five
(45) day period, Landlord shall be deemed to have approved the proposed
assignment or subletting.


 


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


 


16





















 


(D)                               No
such assignment shall be effective until duplicate originals of such Assignment
and Assumption Agreement wherein Assignee agrees to perform all the obligations
of the Tenant under this lease in form reasonably satisfactory to Landlord are
delivered to Landlord.


 


(E)                                 No
sub-letting or assignment of the Demised Premises shall release or discharge
the Tenant hereunder from any of its obligations to be performed under this
Lease.


 


(F)                                 Notwithstanding
anything contained in this Lease to the contrary, Landlord shall not be
obligated to entertain or consider any request by Tenant to consent to any
proposed assignment of this Lease or sublease unless Tenant pays Landlord’s
reasonable legal fees and reasonable related costs for third party services
actually incurred to process the proposed assignment. Neither Tenant’s payment
nor Landlord’s acceptance of any such payments shall be construed to impose any
obligation whatsoever upon Landlord to consent to Tenant’s request.


 


LANDLORD’S ACCESS TO PREMISES


 


26.                                 (A)                              Landlord
or Landlord’s agents shall have the right to enter and/or pass through the
Demised Premises at all times after reasonable notice during normal business
hours, except in an emergency, in which case no notice shall be required and
entrance may be made at any time, to examine same, and to show them to
mortgagees, ground lessors, prospective purchasers or lessees or mortgagees of
the Building, and to make such repairs, improvements or additions as Landlord
may deem necessary and Landlord shall be allowed to take all material into and
upon 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 any
renewal term, Landlord may exhibit the Demised Premises to prospective tenants
or purchasers at all reasonable business hours subject to the preceding
provision. If Tenant shall not be personally present to open and permit an
entry into said premises at any time when for any reason an entry therein shall
be necessary, Landlord or Landlord’s agents may enter the same by a master key
without rendering Landlord or such agent liable therefore.


 


(B)                                Landlord
shall have the right at any time, to change the arrangement and/or location of
entrances or passageways, doors and doorways, and corridors, elevators, stairs,
toilets and other public parts of the Building, provided, same does not
diminish Tenant’s usable area or obstruct Tenant’s access to the Demised
Premises, or visibility of the Demised Premises.


 


(C)                                Provided
the Landlord complies with the terms hereof, the exercise by Landlord or its
agents of any right reserved to Landlord in this Article shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of
its obligations under this Lease, or impose any liability upon Landlord, or its
agents, or upon any lessor under any ground or underlying lease, by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s
business, or otherwise. Landlord agrees to use its best efforts to minimize
interference with Tenant’s business.


 


17





















 


SUBORDINATION


 


27.                                 This
Lease is subject and subordinate in all respects to all ground leases and/or
underlying leases and to all present and/or future mortgages which may be
placed on or affect such leases and/or the real property of which the Demised
Premises forms a part, or any part of such real property and/or Landlord’s
interest or estate therein, and to each advance made and/or hereafter to be
made under any such mortgages, and to all renewals, modifications,
consolidations, replacements and extensions thereof. Tenant shall execute and
deliver promptly any certificate that Landlord and or any mortgagee and/or the
lessor under any ground or underlying lease and/or their respective successors
in interest may reasonably request. Landlord shall use reasonable efforts to
obtain a non-disturbance agreement from such entities.


 


PROPERTY LOSS, DAMAGE REIMBURSEMENT


 


28.                                 (A)                              Landlord
or its agents shall not be liable for any loss of, or damage to, any property
of Tenant by theft or otherwise, unless caused by the willful misconduct of
Landlord, its agents, contractors, servants and/or employees. Landlord or its
agents shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electrical,
electrical disturbance, water, rain or snow or leaks from any part of the
Building 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 other
cause of whatsoever nature, unless caused by or due to the willful misconduct
of Landlord, its agents, servants, contractors or employees; nor shall Landlord
or its agents be liable for any such damage caused by other tenants or persons
in the Building or caused by operations of construction or any private, public
or quasi-public work. If at any time any windows of the Demised Premises are
temporarily closed or darkened incident to or for the purpose of repair,
replacement, maintenance and/or cleaning in, on or about the Building or any
part or parts thereof, Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefore,
nor abatement of rent, nor shall the same release Tenant from obligations
hereunder nor constitute an eviction. Tenant shall give prompt notice to
Landlord in case of fire or accidents in the Building or of defects therein or
in any fixtures or equipment of which Tenant has knowledge.


 


(B)                                Tenant
shall indemnify and save harmless Landlord against and from any and all claims
by or on behalf of any person or persons, firm or firms, corporation or
corporations arising from the omission of any Tenant work or thing whatsoever
done by Tenant (other than by Landlord or its contractors or the agents or
employees of either) in and on the Demised Premise during the term of this
Lease and during the period of time, if any, prior to the specified
commencement date that Tenant may have been given access to the Demised
Premises for the purpose of making installations, and will further indemnify
and save harmless Landlord against and from any and all claims arising from any
condition of the Demised Premises due to or arising from any willful misconduct
or breach of Lease or negligence of Tenant or any of its agents, contractors,
servants, employees, licensees or invitees and against and from all reasonable
costs, expenses, and liabilities incurred in connection with any such claim or
claims or action or proceeding brought thereon; and in case any action or
proceeding be brought against Landlord by reason of any such claim Tenant, upon
notice from Landlord, agrees that Tenant, at Tenant’s expense, will resist or
defend such action or proceeding and will employ counsel therefore.


 


18





















 


DESTRUCTION - FIRE OR OTHER CASUALTY


 


29.                                 If
the Demised Premises shall be damaged by fire or other casualty Landlord, at
Landlord’s expense, shall promptly repair such damage to substantially the same
condition as existed prior to such casualty. However, Landlord shall have no
obligation to repair any damage to, or to replace, Tenant’s personal property
or any other property or effect of Tenant except if such fire or casualty was
caused by the willful misconduct of Landlord or its agents, contractors or
employees. If the entire Demised Premises shall be rendered unusable by reason
of any such damage, the rent and additional rent shall abate for the period
from the date of such damage to the date when such damage shall have been
repaired, and if only a part of the Demised Premises shall be so rendered
unusable, the rent and additional rent shall abate for such period in the
proportion which the area of the part of the Demised Premises so rendered
unusable bears to the total area of the Demised Premises. However, if, prior to
the date when all of such damage shall have been repaired any part of the
Demised Premises so damaged shall be rendered usable and shall be used or
occupied 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 equitably
apportioned for the period from the date of any such use or occupancy to the
date when all such damage shall have been repaired. Tenant hereby expressly
waives the provisions of Section 227 of the New York Real Property Law and
of any successor law of like import then in force and Tenant agrees that the
provision of this Article shall govern and control in lieu thereof.
Notwithstanding the foregoing provisions of this Section, if, prior to or
during the Demised Term (i) the Demised Premises shall be totally damaged
or rendered wholly unusable by fire or other casualty, and if Landlord shall
decide not to restore the Demised Premises, or (ii) the Building shall be
so damaged by fire or other casualty that total alteration, demolition or
reconstruction of the Building shall be required, (whether or not the Demised
Premises shall be damaged or rendered unusable), then, in any such events,
Landlord, at Landlord’s option, may give to Tenant within forty-five (45) days
after such fire or other casualty, a thirty (30) days notice of termination of
this lease and, in the event such notice is given, this Lease and the Demised
Term shall come to an end and expire (whether or not said term shall have
commenced) upon the expiration of said thirty (30) days with the same effect as
if 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 of
rent and additional rent for any period after such date of casualty shall be
refunded by Landlord to Tenant. If such restoration is expected to take more
than 365 days to complete, Tenant shall also have the right to terminate.
Furthermore, if the Demised Premises shall be so damaged by fire or other
casualty during the last year of the term of this lease, such that the entire
Demised Premises or a material part thereof shall be rendered unusable, Tenant
shall have the right to terminate this Lease upon giving thirty (30) days
notice of termination and this Lease and the Demised Term shall come to an end
and expire upon the expiration of said thirty (30) days and the rent and
additional rent shall be apportioned and any prepaid portion of rent and
additional rent for any period after such date of casualty shall be refunded by
Landlord to Tenant.


 


30.                                 Intentionally
Omitted.


 


EMINENT DOMAIN


 


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


 


19





















 


Lease and the term
and estate hereby granted shall forthwith cease and terminate as of the date of
vesting of title. In the event that a material part of the Demised Premises
shall be so condemned or taken, then effective as of the date of vesting of
title, rent and additional rent hereunder shall be abated in an amount thereof
apportioned according to the area of the Demised Premises so condemned or
taken.  In the event that a material part
of the Building (in excess of 25%) shall be so condemned or taken, then
Landlord (whether or not the Demised Premises be affected) may, at its option
terminate this Lease and the term and estate hereby granted as of the date of
such vesting of title by notifying Tenant in writing of such termination within
forty-five (45) days following date on which Landlord shall have received
notice of vesting of title. In the event that only a part of the Demised
Premises shall be so condemned or taken and this Lease and the term and estate
hereby granted is not terminated as hereinbefore provided, Landlord will, at its
expense, promptly (but in all events in less than 120 days) restore the
remaining portion of the Demised Premises as nearly as practicable to the same
condition as it was in prior to such condemnation or taking. In the event that
a material part of the Demised Premises (in excess of 25% of the Demised
Premises) shall be so condemned or taken, then Tenant shall also have the right
to terminate this Lease.


 


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


 


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


 


WASTE


 


32.                                 Tenant
will not do or suffer any waste or damage, disfigurement or injury to the
Building or any part thereof.


 


CERTIFICATE OF OCCUPANCY


 


33.                                 (A)                              Subject
to subparagraph (B) herein below, Tenant will not at any time use or
occupy the Demised Premises in violation of the Certificate of Occupancy issued
for the Building or a portion thereof of which the Demised Premises form a
part.


 


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


 


20





















 


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


 


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


 


(D)                               Tenant’s
right to reimbursement of expenses pursuant to Section 33 (B) hereunder
shall be limited to a maximum sum of $220,000.00. In no event shall Landlord be
required to reimburse expenses in a greater sum, notwithstanding what the
actual Tenant expenses may be.


 


(E)                                 Notwithstanding
anything contained in this Section 33 of the Lease, Landlord indemnifies
and 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 connection
with or arising out of Tenant’s use, occupancy and operation in the Demised
Premises during the pendency of Landlord’s application for an amendment or a
new certificate of occupancy until the issuance of a valid certificate of
occupancy which permits the use of the Tenant set forth in paragraph 5.


 


DEFAULT


 


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


 


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


 


(b)                                 If
Tenant shall default in the observance or performance of any term, covenant or
condition of this Lease on Tenant’s part to be observed or performed (other
than the covenants for the payment of rent and additional rent) and Tenant
shall fail to remedy such default within thirty (30) days after notice by
Landlord to Tenant of such default, or if such default is of such a nature that
it cannot be completely remedied within said period of thirty (30) days and
Tenant shall not commence curing such default within said period of thirty (30)
days, or shall not thereafter diligently prosecute to completion, all steps
necessary to remedy such default; or


 


(c)                                  If
Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be
adjudicated bankrupt or become insolvent, or shall file any petition seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or any other present or future


 


21





















 


applicable
federal, state or other statute of law, or shall make an assignment for the
benefit of creditors or shall seek or consent to, or acquiesce in the appointment
of any trustee, receiver or liquidator of Tenant or of all or any part of
Tenant’s property; or


 


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


 


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


 


(f)                                    If
Tenant’s interest in this Lease shall devolve upon or pass to any person,
whether by operation of law or otherwise, except for (i) those transfers
permitted under section ”25” herein, (ii) a transfer of Tenant’s
stock by public offering on a nationally recognized stock exchange, (iii) transfers
of Tenant’s stock to or among Tenant’s existing shareholders or their
respective 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)                                Upon
the occurrence, at any time prior to or during the Demised Term, of any one or
more of such Events of Default, Landlord, at any time thereafter, at Landlord’s
option, may give to Tenant a five (5) days notice of termination of this
Lease, in which event, this Lease and the Demised Term shall come to an end and
expire (whether or not said term shall have commenced) upon the expiration of
said five (5) days with the same effect as if the date of expiration of
said five (5) days were the Expiration Date of the lease but Tenant shall
remain liable for damages as provided in this Lease.


 


(C)                                Any
monies received by Landlord from or on behalf of Tenant during the pendency of
any proceeding hereunder shall be deemed paid as compensation for the use and
occupancy of the Demised Premises and the acceptance of any such compensation
by Landlord shall not be deemed a waiver on the part of Landlord of any rights
under this Article.


 


(D)                               In
the event Landlord shall default in the performance of or observance of any
material term, covenant or condition of this Lease on Landlord’s part to be
performed 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 is
of such a nature that it cannot be completely remedied within said period of
thirty (30) days and Landlord shall not commence curing such default within
such thirty (30) days, or shall not thereafter diligently prosecute to
completion the cure of such default, then, in such event, Tenant shall have the
right to pursue whatever remedies


 


22





















 


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


 


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


 


(a)                                  Landlord
and its agents and servants may immediately or at any time after such Event of
Default or after the date upon which the Lease and the Demised Term shall
expire 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 or
proceeding and after obtaining an order of a court of competent jurisdiction
authorizing same, and may repossess the Demised Premises and dispossess Tenant
and any other persons from the Demised Premises and remove any and all of their
property and effects from the Demised Premises; and


 


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


 


(F)                                 Tenant,
on its own behalf and on behalf of all persons claiming through or under
Tenant, including all creditors, does hereby waive any and all rights which
Tenant and all such persons might otherwise have under any present or future
law 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 have
been dispossessed by a judgment or by warrant of any court or judge or (ii) re-entry
by Landlord, or (iii) any expiration or termination of this Lease and the
Demised Term, whether such dispossess, re-entry, expiration or termination
shall be by operation of law or pursuant to the provisions of this Lease.


 


SPRINKLERS


 


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


 


23





















 


against the full
allowance for a sprinkler system in the fire insurance rate set by any said
Exchange 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 as
required.


 


DAMAGES


 


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


 


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


 


(b)                                 In
the event of a default under section ”34”, Tenant shall also be liable
for, and shall pay to Landlord, as liquidated and agreed final damages, any
deficiency (referred to as “Deficiency”) which is the sum equal to the amount
by which the rent and additional rent reserved in this Lease for the period
which otherwise would have constituted the unexpired portion of the Demised
Term (excluding any unexercised extension option) exceeds the net amount, if
any, of rents collected under any re-letting of any part of such period (first
deducting from the rents collected under any such re-letting all of Landlord’s
reasonable and actual expenses regarding such re-letting including, but not
limited to, all repossession costs, brokerage commissions, legal expenses,
attorneys’ fees, alteration costs and other expenses of preparing the Demised
Premises for such re-letting) . Any such Deficiency shall be paid in monthly
installments by Tenant on the days specified in this Lease for payment of
installments of rent. Landlord shall be entitled to recover from Tenant each
monthly Deficiency as the same shall arise, and no suit to collect the amount of
the Deficiency for any month shall prejudice Landlord’s rights to collect the
Deficiency for any subsequent month by a similar proceeding.


 


(B)                                If
the Demised Premises, or any part thereof, shall be relet together with other
space in the Building, the rent collected or reserved under any such re-letting
and the expenses of any such re-letting shall be equitably apportioned for the
purpose of this Article. Tenant shall in no event be entitled to any rents
collected or payable under any re-letting, whether or not such rents shall
exceed 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 effect
immediately prior to the date upon which this Lease and the Demised Term shall
have expired and come to an end, or the date of re-entry upon the Demised
Premises by Landlord, as the case may be, plus any additional rent payable
immediately preceding such event.


 


SUMS DUE LANDLORD


 


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


 


24





















 


account of the
Tenant. Tenant shall reimburse and compensate Landlord as additional rent for all
expenditures made by, or damages or fines sustained or incurred by Landlord due
to Tenant’s non-performance or non-compliance with or breach or failure to
observe any term, covenants or conditions of this Lease, on Tenant’s part to be
kept, observed, performed or complied with. If Landlord at any time is
compelled to pay or elects to pay any sum of money, or do any act which will
require the payment of any sum of money, by reason of the failure of Tenant to
comply with any provision hereof, or, if Landlord is compelled to do or does
incur any expense including reasonable attorney’s fees, instituting,
prosecuting and/or defending any action or proceeding instituted by reason of
any default of Tenant hereunder, the sum or sums so paid by Landlord with all interest
and costs, shall be deemed to be additional rent hereunder and shall be due
from Tenant to Landlord on the first day of the month following the incurring
of such respective expenses, or at Landlord’s option on the first day of any
subsequent month. Tenant’s obligations under this Article shall survive
the expiration or sooner termination of the Demised Term.


 


NO WAIVER


 


38.                                 (A)                              No
act or thing done by Landlord or Landlord’s agents during the term hereby
demised shall be deemed an acceptance of surrender of said Demised Premises and
no agreement to accept such surrender of the Demised Premises shall be valid
unless in writing signed by Landlord. No employee of Landlord or of Landlord’s
agents shall have any power to accept the keys of said Demised Premises prior
to the termination of this Lease. The delivery of keys to any employee of
Landlord or of Landlord’s agents shall not operate as a termination of this
Lease or a surrender of the Demised Premises. The failure by landlord to seek
redress for violation of, or to insist upon the strict performance of, any
covenants or conditions of this Lease, or any of the Rules and Regulations
annexed hereto and made part hereof or hereafter reasonably adopted by
Landlord, shall not prevent a subsequent act, which would have
originally-constituted a violation, from having all the force and effect of an
original violation. The failure by Landlord to enforce any of the Rules and
Regulations annexed hereto and made part hereof, or hereafter reasonably
adopted, against Tenant and/or any other tenant in the Building shall not be
deemed a waiver of any such Rules and Regulations. No provision of this
Lease shall be deemed to have been waived by Landlord, unless such waiver be in
writing signed by Landlord. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as
rent be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord’s right to recover the balance of such
rent or pursue any other remedy in this Lease provided.


 


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


 


25





















 


WAIVER OF TRIAL BY JURY


 


39.                                 To
the extent such waiver is permitted by law, Landlord and Tenant hereby waive
trial by jury in any action or proceeding brought by Landlord or Tenant against
the other on any matter whatsoever arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant, the use or occupancy of
the 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 shall
survive the expiration or any sooner termination of the Demised Term. If
Landlord commences any summary proceeding for nonpayment of rent and/or for
possession of the Demised Premises, Tenant agrees not to interpose any
non-compulsory counterclaim of whatever nature or description in any such
proceeding. Nothing herein shall prohibit Tenant from bringing a separate
action against the Landlord.


 


BILLS AND NOTICES


 


40.                                 Except
as otherwise expressly provided in this Lease, any bills, statements, notices,
demands, requests or other communications given or required to be given under
this Lease shall be effective only if rendered or given in writing, sent by
Registered or Certified Mail (return receipt requested), addressed (A) to
Tenants at Tenant’s address set forth in this Lease if mailed prior to Tenant’s
taking possession of the Demised Premises or at the Demised Premises if mailed
subsequent to Tenant’s taking possession of the Demised Premises, with a copy
to Jay Korn, Esq., Korn & Spirn, Hempstead Executive Plaza, 50
Clinton Street, Hempstead, New York 11550, and (B) to Landlord at Landlord’s
address set forth in this Lease, with a copy to Karabelas &
Papagianopoulos LLP, 28-18 31St Street, Suite 202, Astoria, New York 11102
or (C) addressed to such other address as either Landlord or Tenant may
designate as its new address for such purpose by notice given to the other in
accordance with the provisions of this Article. Any such bills, statements,
notices, demands, requests or other communications shall be deemed to have been
rendered or given on the date when it shall have been mailed as provided in
this 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 municipal
authority, or any other cause beyond Landlord’s control, whether or not such
other cause shall be similar in nature to those hereinbefore enumerated,
Landlord is unable to furnish or is delayed in furnishing any utility or
service required to be furnished by Landlord under the provisions of this Lease
or any collateral instrument, or is unable to perform or make or is delayed in
performing or making any installations, decorations, repairs, alterations,
additions or improvements, whether or not required to be performed or made
under this Lease, or under any collateral instrument, or is unable to fulfill
or is delayed in fulfilling any of Landlord’s other obligations under this
Lease, or any collateral instrument, no such inability or delay shall
constitute an actual or constructive eviction, in whole or in part or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of
its obligations under this Lease, or impose any liability upon Landlord or its
agents by reasons of the inconvenience or annoyance to Tenant, or injury to, or
interruption of Tenant’s business.


 


26





















 


INTERRUPTION OF SERVICE


 


42.                                 Landlord
reserves the right to stop the services of the air conditioning, elevator,
escalator, plumbing, electrical or other mechanical systems or facilities in
the Building when necessary by reason of accident or emergency, or for repairs,
alterations, replacements or improvement, which, in the judgment of Landlord
are necessary, until said repairs, alterations, replacements or improvements
shall have been completed, provided Landlord (i) uses its best efforts to
restore such services as quickly as possible and (ii) performs such work
at 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 rights
by Landlord shall not constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents by reason of inconvenience or annoyance
to Tenant, or injury to or interruption of Tenant’s business.


 


CONDITIONS OF LANDLORD’S LIABILITY


 


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


 


(B)                                Subject
to Tenant’s rights set forth in section ”3 (C)”, if Landlord shall be
unable to give possession of the Demised Premises on any date specified for the
commencement of the term by reason of the fact that the premises have not been
sufficiently completed to make the premises ready for occupancy, or for any
other reason which is not the fault of the Landlord, Landlord shall not be
subject to any liability for the failure to give possession on said date, nor
shall such failure in any way affect the validity of this Lease or the
obligations of Tenant hereunder.


 


TENANT’S TAKING POSSESSION


 


44.                                 (A)                              Except
as otherwise provided in paragraph “33” and “3 (C)” above, Tenant by entering
into occupancy of the premises shall be conclusively deemed to have agreed that
Landlord up to the time of such occupancy had performed all of its obligations
hereunder and that the premises were in satisfactory condition as of the date
of such occupancy.


 


(B)                                If
Tenant shall use or occupy all or any part of the Demised Premises for the
conduct of business prior to the Term Commencement Date, such use or occupancy
shall be deemed to be under all of the terms, covenants and conditions of this
Lease.


 


FINANCING REOUIREMENTS


 


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


 


27





















 


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


 


ENTIRE AGREEMENT


 


46.                                 This
Lease contains the entire agreement between the parties and all negotiations
and agreements are merged herein, except as set forth herein. Neither party has
made any representations or statements, or promises, upon which the other has
relied regarding any matter or thing relating to the Building or the Demised
Premises, or any other matter whatsoever, except as is expressly set forth in
this Lease, including but without limiting the generality of the foregoing, any
statement, representation or promise as to the fitness of the Demised Premises
for any particular use, the services to be rendered to the Demised Premises or
the prospective amount of any item of additional rent. No oral statement,
representation or promise whatsoever with respect to the foregoing or any other
matter made by Landlord or Tenant, their agents or any broker, whether
contained in an affidavit, information circular, or otherwise shall be binding
upon the Landlord or Tenant. This Lease may not be changed, modified or
discharged, in whole or in part, orally and no agreement shall be effective to
change, modify or discharge, in whole or in part, this Lease or any obligations
under this Lease, unless such agreement is set forth in a written instrument
executed by the party against whom enforcement of the change, modification or
discharge is sought. All references in this Lease to the consent or approval of
Landlord shall be deemed to mean the written consent of Landlord, or the
written approval of Landlord, as the case may be, and no consent or approval of
Landlord shall be effective for any purpose unless such consent or approval is
set forth in a written instrument executed by Landlord.


 


VAULT, VAULT SPACE, AREA


 


47.                                 No
vaults, vault space or area, whether or not enclosed or covered, not within the
property line of the Building is leased hereunder, anything contained in or
indicated on any sketch, blueprint or plan, or anything contained elsewhere in
this Lease to the contrary notwithstanding. Landlord makes no representation as
to the location of the property line of the Building. All vaults and vault
space and all such areas not within the property line of the Building, which
Tenant may be permitted to use and/or occupy, is to be used and/or occupied
under a revocable license, and if any such license be revoked, or if the amount
of such space or area be diminished or required by any federal, state or
municipal authority or public utility, Landlord shall not be subject to any
liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities
for such vault or area shall be paid by Tenant, provided Tenant continues to
use or occupy same.


 


DEFINITIONS


 


48.                                 The
term “Landlord” as used in this Lease means only the owner, or the mortgagee in
possession, for the time being of the land and Building (or the owner of a
Lease of the Building or of the land and Building) of which the Demised Premises
form a part, so that in


 


28





















 


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


 


SUCCESSORS, ASSIGNS, ETC.


 


49.                                 The
covenants, conditions and agreements contained in this Lease shall bind and
inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this Lease, their respective assigns.


 


50.                                 Intentionally
Omitted.


 


BROKER


 


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


 


CAPTIONS


 


52.                                 The
captions are included only as a matter of convenience and for reference, and in
no way define, limit or describe the scope of this Lease nor the intent of any
provisions thereof.


 


NONLIABILITY OF LANDLORD


 


53.                                 Neither
Landlord, as an entity, nor Landlord or any successor in interest, if an
individual (which term as used herein includes aggregates of individuals, such
as joint ventures, general or limited partnerships or associations or limited
liability companies), shall be under personal liability with respect to any of
the provisions of this Lease, and if Landlord hereto is in breach or in default
of or with respect to its obligations under this Lease, Tenant shall look
solely to the equity of such Landlord or individual in the land and Building,
and any proceeds from the


 


29





















 


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


 


RESTRICTION ON RENTS


 


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


 


55.                                 Intentionally
Omitted.


 


MISCELLANEOUS


 


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


 


(B)                                Whenever
in 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 of
covenants.


 


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


 


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


 


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


 


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


 


57.                                 Intentionally
Omitted.


 


INDEMNIFICATION


 


58.                                 (A)                              Tenant
hereby agrees to defend, indemnify and hold Landlord harmless from and against
any and all liability, damages, fines, suits, claims, demands and actions by or
against anyone, and costs and expenses of any kind or nature (including but not
limited to reasonable attorneys’ fees and expenses), due to, arising out of,
based upon or connected with, except if caused by the negligent acts or
omissions of Landlord:


 


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


 


(ii)                                  Any
loss or damage to person or property occasioned by or arising out of or in
connection with the use and occupancy of the demised premises by Tenant, its
employees, agents, customers, invitees, contractors or subcontractors, or by
any use or occupancy which Tenant may permit or suffer to be made of the
demised premises; and/or


 


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


 


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


 


(C)                                If
Landlord 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, by
counsel of Landlord’s own choosing, at Tenant’s cost and expense, provided such
action by Landlord does not limit or make void any liability of any insurer of
Landlord or Tenant hereunder in respect to the claim or matter in question.


 


CERTIFICATIONS


 


59.                                 Tenant
shall, without charge, at any time and from time to time, within five days
after written request from Landlord, certify by written instrument, duly
executed, acknowledged and delivered, to Landlord or, at Landlord’s request, to
any mortgagee, assignee of any mortgage


 


31





















 


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


 


(i)                                     that
this lease is unmodified and in full force and effect (or, if there has been
modification, that the same is in full force and effect as modified and stating
the modifications);


 


(ii)                                  whether
or not either Landlord or Tenant is in default in the performance of any of the
terms, covenants or conditions of this lease and, if in default, specifying
each such default; and


 


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


 


It is intended
that any such certificate delivered pursuant to this Article may be relied
upon by Landlord, by any prospective purchaser of the building, the mortgagee
of any mortgage, and by any other person, firm or corporation specified by
Landlord.


 


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


 


NO LIENS, ENCUMBRANCES


 


60.                                 (A)                              No
person or entity other than Landlord shall have any power, right or authority
to 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 land
on which the demised premises is located, or of any improvements thereon, or of
any interest of Landlord therein. Nothing contained in this lease shall be
deemed or construed in any way as constituting the consent or request of
Landlord, express or implied, by inference or otherwise, to any contractor,
subcontractor, architect, laborer or materialman for the performance of any
labor 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 the
demised premises or to the building, or cause or allow any labor to be
performed or material to be furnished therein or thereon, or purchase any
fixtures, chattels or equipment for use in the demised premises, neither
Landlord nor the demised premises nor the land or building shall be liable for
the payment of any expense incurred or for the value of any work done or
material furnished, or fixtures, chattels or equipment purchased for use in the
demised premises, but all such installations, alterations, additions,
decorations, fixtures, chattels and equipment, repairs, replacements and
improvements and labor, services and materials shall (except as hereinafter
expressly provided) be made, furnished and purchased for cash and without
chattel mortgage financing or any other form of financing at Tenant’s own
expense, and Tenant shall be solely and wholly responsible to its contractors,
subcontractors, laborers, suppliers, architects and materialmen who perform or
furnish such labor services and/or material, fixtures, chattels and equipment.
Under no circumstances shall Tenant at any time purchase and/or install any
furniture, furnishings, fixtures, chattels or equipment for use in the demised
premises, nor any additions thereto, or any renewals thereof or replacements or
substitutions therefor, upon terms and conditions wherein and whereby a lien
shall or may be filed against the real estate, or against Landlord or its title
or interest in the real estate. Notwithstanding the foregoing, Tenant shall not


 


32





















 


be prohibited from
encumbering its furniture and such of its equipment located in the demised
premises as shall constitute solely personal property and which shall not
become or be deemed to become part of the realty, and such of its trade
fixtures as may be removed without damage or injury to the realty, by security
agreements executed under the Uniform Commercial Code and from filing Financing
Statements (UCC- l’s) appropriately with governmental authorities in connection
with such security agreements.


 


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


 


(C)                                This
lease shall constitute notice to the world that no mechanic’s lien may or can
be filed validly against Landlord in connection with the demised premises,
without Landlord’s express written consent thereto, at any time throughout the
term of this lease. Any mechanic’s lien filed against the demised premises, or
the building of which the same form a part, for work claimed to have been done
for or materials claimed to have been furnished to Tenant, (a) shall be
discharged of record by Tenant at Tenant’s expense within thirty (30) days
after written notice thereof by Landlord, by payment, deposit, bond and order
of a court of competent jurisdiction, or otherwise, as may be required by law
and (b) either a release or satisfaction of lien shall be filed with the
County 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 the
case may be, certified by the County Clerk shall be delivered to Landlord
within three (3) days after such filing. Tenant’s failure to do so shall
be deemed a material breach of this lease.


 


(D)                               In
the event such mechanic’s lien is not discharged timely, as aforesaid, Landlord
may 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 of
any offsets or defenses thereto, and Tenant, within five (5) days after
being 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 until
reimbursement by Tenant. Tenant shall, within fifteen (15) days of demand
therefore by Landlord, pay to Landlord as Additional Rent, Landlord’s
reasonable legal fees and disbursements, but the foregoing shall not limit the
extent of Tenant’s liability as set forth above.


 


(E)                                 In
the event such mechanic’s lien is not discharged timely, as aforesaid,
Landlord, in addition to all other rights granted to Landlord in this Lease and
without limitation, may institute a dispossess summary proceeding based upon
such failure to discharge any such lien. In the event Tenant fails to deliver
to Landlord the certified copy of the release or satisfaction required
hereunder 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 been
discharged and Landlord shall have all of the rights and remedies provided for
herein based upon Tenant’s failure to discharge any such lien.


 


33





















 


(F)                                 It
is further expressly understood and agreed between the parties hereto that
Landlord may apply all or a portion of the security deposit made by Tenant
hereunder toward discharging any such mechanic’s lien and the cost, expenses,
fees and disbursements, including, without limitation, legal fees, in
connection therewith. Upon notification by Landlord of the application of all
or a portion of the security deposited by Tenant, Tenant shall, within five (5) days
after receipt of said notice, restore the security deposit to such amount held
by Landlord prior to application thereof. Tenant’s failure or refusal to
restore the security as aforesaid within said five (5) day period shall
constitute a material default under this Lease.


 


TENANT’S OPERATING OBLIGATIONS


 


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


 


(A)                              Tenant
shall at its sole cost and expense obtain and maintain throughout the term of
this lease all licenses, permits and authorizations required in order to enable
it to properly and lawfully conduct its business in the demised premises, it
being expressly understood and agreed, however, that the failure on the part of
Tenant to obtain or to maintain any of such licenses, permits or
authorizations, or extensions or renewals thereof, shall not release or relieve
Tenant from the performance and observance by it of all of its obligations
under this lease. Tenant covenants and agrees that, upon written request of
Landlord, 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 by
any authority having jurisdiction therein for Tenant to conduct business at the
demised premises. In the event Tenant fails to submit to Landlord, upon
request, the items called for hereunder, such failure shall be a default under
the terms of this Lease.


 


(B)                                Tenant
shall maintain any plumbing in the demised premises and shall not dispose of
any foreign substances in the plumbing facilities which are damaging to the
plumbing or which are illegal to dispose of through the plumbing. Tenant shall
not permit any waste, or other foreign substances to be thrown or drawn into
the pipes. Tenant shall maintain the plumbing in good order, repair and
condition, and repair any damage resulting from any violation of this
paragraph. At Tenant’s sole cost and expense Tenant shall make any repairs to
the other plumbing in the Building, if damage results from Tenant’s improper
use of the plumbing in the Building or demised premises.


 


(C)                                Tenant
shall retain a licensed professional exterminating service which will service
the demised premises, if necessary, so as to keep the demised premises free of
vermin.


 


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


 


34





















 


(E)                                 Tenant
covenants and agrees that throughout the term, it shall not unreasonably
suffer, allow or permit any offensive or obnoxious vibration, noise, odor or
other undesirable effect to emanate from the demised premises, or any machine
or other installation therein, or otherwise unreasonably suffer, allow or
permit any such obnoxious vibration, noise, odor or other undesirable effect to
constitute a nuisance or otherwise interfere with the safety, comfort or
convenience of Landlord, or other tenants, occupants, customers agents, or
invitees or any other person(s) lawfully in or upon the Building and upon
Landlord’s notice to Tenant, Tenant shall within fifteen (15) days thereof
remove or control the same, and if any such condition is not so remedied, then
Landlord may, at its discretion, either: (i) cure such condition and add
any cost and expense incurred by Landlord therefore to the next installment of
Minimum Rent due under this Lease, and the Tenant shall then pay said amount as
Additional Rent hereunder; or (ii) treat such failure by Tenant to remedy
such condition as a material default of this Lease, entitling the Landlord to
any of its remedies pursuant to the terms of this Lease.


 


(F)                                 Tenant
shall, throughout the term of this Lease, maintain, repair, service and replace
when necessary, all doors leading into and out of the demised premises and all
hardware appurtenant thereto, including, but not limited to, locks, hinges,
silencers, door stops, door jams, door closers, latchsets, flushbolts, door
frames, thresholds and door knobs. Landlord shall have no liability or
obligation whatsoever regarding the maintenance, repair, service and
replacement of the foregoing.


 


(G)                                Intentionally
Omitted.


 


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


 


(I)                                    Tenant
shall not change (whether alteration, replacement, rebuilding or otherwise) the
exterior color and/or architectural treatment of the demised premises or of the
Building or any part thereof without the approval of Landlord not to be
unreasonably withheld or delayed.


 


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


 


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


 


(L)                                 Tenant
shall not install, operate or maintain in the demised premises any electrical
equipment which will overload the electrical system therein, or any part
thereof, beyond its reasonable capacity for proper and safe operation, as
determined by Landlord, in light of the overall system and requirements therefore
in the Building, or which does not bear


 


35





















 


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


 


(M)                            Tenant
shall not suffer, allow or permit the erection or display in, on or from the
demised premises any exhibits, banners,-decorations, flags, bunting or any
other similar or dissimilar kind or form of description or display without
Landlord’s prior written consent in each instance not to be unreasonably
withheld or delayed.


 


(N)                               Tenant
shall 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 the
demised premises or any other instrument relative to this lease.


 


HAZARDOUS MATERIALS


 


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


 


(B)                                (i)                                     The
term “Hazardous Substances”, as used in this Lease shall not include common
cleaners but shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, chloroflouorocarbons (CFCs),
polychlorinatedbiphenyls (PCBs), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum products and
substances declared to be dangerous, hazardous or toxic under any Law or
regulation now or hereafter enacted or promulgated by any Governmental
Authority. Notwithstanding anything to the contrary set forth in this Article,
cleaning fluids, detergents and other supplies customarily used in connection
with the maintenance and repair of real property similar to the Leased Premises
in comparable areas shall be permitted to be stored and used for such purposes
in compliance with all Laws.


 


(ii)                                  Without
limiting the generality of any other provision of this Lease, Tenant shall not
cause or permit to occur:


 


(a)                                  Any
violation of any federal, state or local law, now or hereafter enacted, related
to environmental conditions on , over, under or about the demised premises, or
arising from Tenant’s use or occupancy of the demised premises, including, but
not limited to, ozone, soil and ground water conditions; or


 


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


 


36





















 


the demised
premises, or the transportation to or from the demised premises of any
Hazardous Substance.


 


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


 


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


 


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


 


(c)                                  Prepare
and submit the required plans and all related bonds and other financial
assurances and carry out all such cleanup plans should any governmental
authority asserting appropriate jurisdiction demand that a cleanup plan be
prepared and that a cleanup be undertaken because of any deposit, spill,
discharge or other release of Hazardous Substances at or from the demised
premises; and


 


(d)                                 Promptly
provide all information regarding the use, generation, storage, transportation
or disposal of Hazardous Substances that is requested by Landlord.


 


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


 


(v)                                 Tenant
shall 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 associated
therewith (including reasonable attorneys’ and consultants’ fees) arising out
of or in any way connected with any deposit, spill, discharge or other release
of Hazardous Substances at or from the demised premises caused by Tenant, or
from Tenant’s failure to provide all information, make all submissions and take
all steps required by all governmental authorities under applicable laws and
all environmental laws required of Tenant as provided herein. Tenant’s
obligations and liabilities under this subparagraph (v) shall survive the
expiration or earlier termination of this Lease.


 


37





















 


GOVERNING LAW


 


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


 


JURISDICTION


 


64.                                 For
purposes of settling any and all disputes hereunder, each party hereto submits
itself to the personal jurisdiction of any court, federal or state, sitting in
the State of New York.


 


AIR RIGHTS


 


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


 


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


 


(C)                                LANDLORD
shall have the sole right, without TENANT’S consent to use, sell, assign, lease
or otherwise dispose of any and all right, title and interest in and to any air
rights and development rights relating to the Premises and/or the land
thereunder. In the event of any such use, sale, assignment, lease or other
disposition thereof by LANDLORD, LANDLORD shall be entitled to receive all sums
derived therefrom. TENANT shall not be deemed an interested party and as such
required to waive any interest therein. Nonetheless, TENANT shall, upon request
by LANDLORD, promptly execute any waiver or other documents that LANDLORD may
deem necessary in connection with LANDLORD’S disposition of any such rights.
TENANT hereby irrevocably appoints LANDLORD the attorney-in-fact of TENANT for
the purpose of executing any such waivers or other documents.


 


(D)                               TENANT
shall 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 form
a part or install machinery, equipment or any other object on the roof of said
premises or take any action which might or will adversely affect or reduce the
amount of air rights or development rights which are applicable to said
premises and to the land thereunder.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


38





















 


IN WITNESS
WHEREOF, Landlord and Tenant have respectively signed this Lease as of the day
and year first written above.


 


	
   

  	
   

  	
   

  
	
   

  	
  Garden Spires Associates LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  American Medical Alert Corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


39





















 


SCHEDULE A


 


Floor
Plan


 





 





















 





 


2





















 


SCHEDULE B


 


Landlord’s
Work


 


AMAC/ H /Link Memo to
Alma Reality


 


Dear
Steve


 


With
reference to the work letter I gave you last week, the following is an
explanation of our intentions relative to the costs.


 


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


 


Next
is 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 basic
vanilla per your work letter.


 


Depot
Area: This is the section on the main floor size approx 22’ x 33’ where
one of the new bathrooms is to be located. This small area is to be constructed
according to your work letter with the exception of the upgrading of the
carpeting and millwork which the tenant will pay for.


 


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


 


All
the best,


 


Steve
Schwartz


 





















 


	
  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

  



 


Dear
Steve,


 


Please
review and respond to our Construction Guidelines regarding HLINK’s above
referenced new Basement Build-Out Project at their Astoria Queens Facility.


 


CONSTRUCTION
GUIDELINES:


 


A.                                    General
Construction Notes


 


1.                                       All
work shall comply with all applicable Local and Municipal Building Codes, as
well as any and all regulatory agency requirements, including, but not limited
to OSHA, etc.  The following General
Construction Notes shall apply to all Construction and Drawings.


 


2.                                       All
work, whether shown or implied, unless specifically questioned shall be
considered fully understood in all respects by the General Contractor and the
General Contractor will be responsible for any misinterpretations or
consequences thereof.


 


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


 


4.                                       All
work is to conform to the Architectural Drawings and Specifications and shall
be new and the best quality of the kind specified. All work is to comply with
applicable industry standards.


 


5.                                       No
material substitutions shall be made without prior written approval from the
Architect. The Architect will consider material change requests on an
individual basis. General Contractor shall submit Samples and Cuts for review
to the Architect prior to the start of any work of that trade.


 


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


 


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


 


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


 





















 


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


 


10.                                 General
Contractor shall be responsible for taping and spackling of gypsum board
installed, as well as patching and repairing all walls, ceiling and columns to
remain as existing.


 


11.                                 All
Gypsum Board Partitions shall be properly braced.


 


12.                                 Provide
double 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. See
Door & Frame Schedule & Details.


 


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


 


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


 


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


 


16.                                 Provide
Access Doors as required for Plumbing, HVAC, Electrical etc., as required by
code. Location to be approved by Architect.


 


17.                                 Access
Doors in drywall shall be flush mounted with drywall bead frames concealed with
joint compound. In Hung Ceilings, use narrow edge frames with recessed Door
panels filled with matching material.


 


18.                                 General
contractor shall furnish and install fireproof blocking in ceiling (and Blind
Pockets) and Partitions as required for a complete installation.


 


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


 


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


 


21.                                 All
Electrical Work shall conform to all applicable Federal, State and Local
Building Codes.


 


22.                                 All
Electrical Receptacles, Switches, Dimmers & Cover Plates to be white
(U.O.N.) all Electrical Receptacles to be grounding Duplex Receptacles. Light
Switches 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. for
Specifications.


 


23.                                 No
Floor or Wall Outlets shall be connected to Lighting Circuits U.O.N.


 


2





















 


24.                                 The
General Contractor shall coordinate all work shown on the MEP Engineering and
Architectural Drawings and shall be responsible for pointing out any conflicts
or omissions. Dimensions on Architectural Drawings take precedence over
conflicting dimensions on Engineering Drawings.


 


25.                                 The
Electrical Contractor shall include and coordinate electrical requirements for
HVAC.


 


26.                                 The
Electrical Subcontractor shall connect, disconnect and provide necessary runs
as per Construction Documents.


 


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


 


28.                                 All
Electrical Devices shall be U.L. Labeled.


 


29.                                 Electrified
Door Hardware to be finished and installed by Electrical Contractor.


 


30.                                 Electrical
Hardware to be connected to Building Class ”E” System as indicated on
Hardware Schedule.


 


31.                                 No
Ceiling breaks will be permitted within a Room unless otherwise noted.


 


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


 


33.                                 General
Contractor shall provide a composite Ceiling Plan and necessary Shop Drawings
coordinating all Trades, showing the location of existing and new structure,
suspension members, ceiling grid, light fixtures, all HVAC work, fascias and
soffits, piping, plumbing, Exit Lights and all other items penetrating or
attached to ceiling.


 


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


 


35.                                 All
walls shall be properly prepared (spackled, sanded, etc.) for painting or
Wallcovering as per Manufacturer’s Specs.


 


36.                                 All
surfaces which are to be painted shall receive one (1) coat of primer and
two (2) finish coats of paint (three total coats).


 


37.                                 Painting
Subcontractor to provide (3) sets of “Drip-Down” paint samples to
Architect for review and approval prior to painting for verification of color
accuracy.


 


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


 


3





















 


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


 


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


 


40.                                 All
paints shall be applied in accordance with Manufacture’s Specifications for the
particular surface.


 


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


 


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


 


43.                                 All
selvage edges of Wallcovering are to be installed per Double-Cut Installation
Method.


 


44.                                 All
pretrimmed Wallcovering to be installed with butt seams.


 


45.                                 Fabric
or Vinyl Wallcovering to be installed prior to Wall Base.


 


46.                                 Concrete
Slab to be properly flashed and leveled before the installation of flooring
materials. 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.                                 Provide
and install a 4” straight Wall Base in all carpeted areas. All straight Wall
Base to be installed after carpet installation.


 


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


 


49.                                 All
Saddles and/or Rubber Reducing Strips to be furnished and installed by
Carpeting Contractor. Carpeting Subcontractor is to submit samples for
Architect’s approval prior to installation.


 


50.                                 Flooring
Subcontractor shall inspect the Concrete Slab Sub-Floors before commencement of
work. Flooring Subcontractor shall notify the Architect in writing, immediately
after the inspection, of any conditions which will prevent him from producing
satisfactory finished work.


 


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


 


4





















 


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


 


53.                                 Any
necessary carpet cross joints, due to length of roils received, shall be placed
to avoid occurrence at conspicuous locations, near Doors, or at pivot points
and must be reviewed by the Architect prior to seaming. No seams shall occur
perpendicular to doors and entries. Seams occurring parallel to Doors shall be
centered directly under the Door.


 


54.                                 Carpet
Length seams shall be trimmed and seamed in accordance with the Manufacturer’s
Specifications.


 


55.                                 Carpets
shall be laid with tight butt seams.


 


56.                                 The
Method of Carpet installation is to be Direct Glue Down.


 


57.                                 Upon
completion of the work the Carpet Contractor shall remove from the premises all
waste materials, rubbish, wrapping, salvages and containers.


 


58.                                 All
excess pieces of usable Carpet shall be rolled, tagged and left with the Tenant
for their future use.


 


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


 


60.                                 Floor
covering in Closets shall be the same as that of the space onto which the
Closet opens.


 


61.                                 At
all Broadloom Carpet installations, the Carpet Installer is responsible for
trimming at all seams where fraying occurs due to cutting of loops during the
installation.


 


62.                                 Millwork
Subcontractor shall provide and install all grounds and blocking related to
Cabinetwork and must schedule and coordinate same with General Contractor.


 


63.                                 Millwork
subcontractor is responsible for finishing of all Cabinetwork.


 


64.                                 Millwork
Subcontractor shall provide and install all hardware required for finished
installation of Cabinetry and Doors fabricated and installed by the Cabinet
Subcontractor. Millwork Subcontractor is to submit catalog cuts of all
specified hardware to Architect for review prior to fabrication.


 


65.                                 Millwork
Subcontractor is responsible for coordinating and scheduling his work with the
General Contractor.


 


66.                                 Millwork
Subcontractor shall verify all dimensions and condition related to Millwork at
job site.


 


5





















 


67.                                 Millwork
Subcontractor to furnish Shop Drawings to Architect for approval of all items
prior to fabrication.


 


68.                                 No
field finishing of Millwork other than minor touch-up will be permitted.


 


69.                                 All
Cabinetry to be A.W.I. Premium Grade.


 


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


 


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


 


72.                                 All
Millwork substitutions must be reviewed and approved by Architect prior to
fabrication.


 


B.                                    Space
Requirements (Total Basement - 10,182 Usable Sq. Ft.)


 


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


 


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


 


(1) Large
Open Warehouse Area for Tenant’s Palette Storage Shelving. Provide
miscellaneous Wall Mtd. Duplex Convenience Elec Outlets scattered throughout
Warehouse to meet minimum NYC Code requirements. Ceilings are to have Exposed
Slabs 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 are
to be mtd. approximately 8’ - 0” O.C. and switched together with the Work Bench
Area 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 receiving
Epoxy Floor Paint and Cove Wall Base.


 


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


 


•                                          (2) 10’
x 10’ Fully Enclosed Air Tight Rooms to be located near the Loading Dock Doors
with (1) Fume Hood located in one of the rooms and (2) Fume Hoods
located in the second room, all exhausted/ducted to the exterior. These rooms
are to be fully enclosed with new 4 7/8” thick. Full Height Sound Insulated Gyp
Bd. Partitions having an Entrance Door with Air Tight Seals on all sides. All
Walls are to receive the specified finish Epoxy Wall Paint. Adjacent to the
Doors 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) Wall
Mtd. Duplex Convenience Elec Outlets on the opposite walls


 


6





















 


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


 


(1) Large
Open Work Bench Area for Tenant’s (10) 3’ x 6’ Work Benches located
adjacent to the Warehouse Area. Provide Continuous Electrical Wiremold mtd on
the (10) Work Benches at countertop height with Simplex Electrical Outlets
every 1’ - 0” O.C. Each of the (10) desks will require a Hardwire
Electrical connection at 6’ - 0” Long Strip Fluorescent Task Light Fixtures.
Ceilings are to have Exposed Slabs 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 are to be mtd. approximately 8’ - 0” O.C.and
switched together with the Warehouse Area 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 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 Hat
Shelf and 1” Dia. Chrome Coat Rod. All Floor, Wall, and Ceiling finishes to
match the adjoining room. Provide and install a typical Double Door with Single
Dummy Trim.


 


•                                          The
existing Steel Stair leading into the lower Basement Level is to be demolished
and replaced with a new NYC and ADA Code Compliant Steel Stair with new code
compliant Steel Rails, as required to coordinate with HLINK’s new Interior
Layout.


 


•                                          The
existing Concrete Stair leading into the Lower Basement Level from the Main
Basement Level is to be fully demolished with the remaining area patched to
align and match adjacent masonry surfaces.


 


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


 


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


 


•                                          In
general, The Refurbishment & Deployment Area is one large continuously
open area, divided into the various functional spaces described above, with all
the


 


7





















 


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


 


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


 


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


 


•                                          When
entering the Depot Area, there will be a 6’ - 0” W x 8’ - 0” L Installers
Vestibule that is enclosed with Full Height Standard Gyp. Bd. Partitions having
a 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 Function
Hardware will open from the Vestibule into the remainder of the Depot space.
The Concrete Slab is to be flashed level to receive General Broadloom Carpeting
with a Flat Wall Base. The Ceiling will be Standard Hung Ceiling Tiles and Grid
with (2) 2’ x 4’ Indirect Recessed Fluorescent Light Fixtures. Provide and
install (1) Duplex Electrical Convenience Outlet.


 


•                                          The
remainder of the Depot Area will be divided into Private Offices and an Open
Work Area.


 


•                                          (3) 10’
-0” x 12’-O” Private Offices to be individually enclosed with Full Height Sound
Insulated Gyp. Bd. Partitions located to the South side of the Depot Space. All
Walls will receive General Wall Paint. The sides of the Offices Facing the
Depot Open Work Area will each receive a Standard Door with Office Function
Hardware and an adjacent 4’ H x 6’ W Tilted Glass Panel. The Floor Slabs are to
be 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. Each
Office is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC and (1) Duplex
Electrical Convenience Outlet.


 


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


 


8





















 


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


 


•                                          (2) Small
6’ x 8’ Supply/Storage/Printer/Fax/Copy/Equip Areas to be located off the Depot
Open Work Area. Provide and install (2) Dedicated Quadruplex Electrical
Outlets for Tenant’s Equipment, and (1) Duplex Electrical Convenience
Outlet in each Area. Provide and install (1) 8’ - 0” L Millwork Storage
Unit with Plastic Laminate on all exposed surfaces having enclosed Base and
Upper Cabinets with (2) Adjustable Shelves in each Cabinet. All finishes
and 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 Shelf
and 1” Dia. Chrome Coat Rod. All Floor, Wall, and Ceiling finishes to match the
adjoining room.  Provide and install a
typical Double Door with Single Dummy Trim.


 


•                                          (2) ADA
Toilet Rooms (one men’s and one women’s) are to be individually enclosed with
height sound insulated Gyp Bd. Partitions and located adjacent to the Depot
Area. Each Toilet room to have two stalls (each containing a Toilet), Lavatory,
Faucet, Mirror, Soap dispenser, Paper Towel Dispenser with Trash Receptacle , Toilet
Paper Holder, ADA Toilet Bar, and a floor recessed Drain. Provide (1) Wall
Mtd. 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 Grid
with (1)-2’ x-4’ Indirect Ceiling Recessed Fluorescent Light Fixture in each
room in accordance with Tenant’s plans. Each Toilet Room to 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 per the MEP Engs.
Drawings and Specifications.  The Men’s Room to
also receive a Urinal.


 


•                                          In
general, the Depot Area is to receive the specified Broadloom Carpeting
throughout with the specified General Wall Paint and standard Hung Ceiling
Tiles 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’ Indirect
Fluorescent Light Fixtures not more than 8’ - 0” O.C. in both directions. The
Perimeter Masonry Walls are to scraped and cleaned of all paint chips and mold
prior to receiving a continuously applied liquid Water Moisture Barrier
Sealant, followed by finished Gyp Bd. Build-Out Partitions. In addition to the
specific Electrical Outlets identified above, provide and install Duplex
Convenience Electrical Outlets scattered throughout the space to meet NYC Code
minimums. The undersides of all the Floor Slabs above are to be scraped of any
loose paint and debris prior to the finish ceilings being installed.


 


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


 


•                                          (1) Large
Open Call Center to fit (36) Total Call Center Work Stations by Tenant to be
centrally located on the Main Basement Level. The Work Stations consist of (3) larger
Supervisor Work Stations, (16) Standard Work Stations for ERC, and (19)
Standard Work Stations for Customer Service. Each cluster of Work Stations will
require a ‘J’ Box Electrical Feed Connection Circuited so that each Work
Station receives (2)


 


9





















 


Duplex Electrical
Outlets 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 Tile
with Flat Wall Base throughout All Walls are to receive the specified General
Wall Paint with one side of the Call Center to receive an Accent Wall Paint
Color and the opposite side to receive one of the specified Wall coverings. The
Ceilings are to be the specified Upgraded High STC Acoustic Hung Ceiling Tiles
and 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 Broadloom
Carpeting. The Office is to receive (2) Quadruplex Electrical Outlet for
Tenant’s PC’s at the Desks and (2) Duplex Electrical Convenience Outlet
The Ceilings are to be standard Hung Ceiling Tiles and Grid with (3) 2’ x
4’ Recessed Fluorescent Light Fixtures. All Walls are to receive General Wall
Paint. (2) 4’ H x 6’ W Tilted Glass Panels are to be located on either
side 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 Floor
Slabs are to be flashed level to receive the upgraded Broadloom Carpeting. The
Office is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s
and (1) Duplex Electrical Convenience Outlet. The Ceilings are to be
standard Hung Ceiling Tiles and Grid with (2) 2’ x 4’ Recessed Fluorescent
Light Fixtures. 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 Office Entrance Door
with Office Function Hardware.


 


•                                          (1) 10’
x 12’ Private Office to be located adjacent to the Enclosing Partition which
separate 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 to
match the Office finishes described above.


 


•                                          (1) Large
Conference Room to seat (16) People to be located on the Elevator side of
the floor. The Floor Slabs are to be flashed level to receive the upgraded
Broadloom Carpeting. The Room is to receive (1) Floor Mtd. Quadruplex
Electrical Outlet under the Conference Table and (4) Duplex Electrical
Convenience Outlets around the room. The Ceilings are to be standard Hung
Ceiling Tiles and Grid with (3) 8’ L Linear Pendant Mtd. (end-to-end)
Indirect Fluorescent Light Fixtures located down the center of the room. The
perimeter of the room is to receive a series of the specified Waliwashers and
Downlights, mtd. at 6’ O.C. max., and operated with Dimmer Switches at the main
entrance 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) Pantry
to seat (12) People to have (12) Linear Ft. of Millwork Base and Upper Cabinets
with (2) Adjustable Shelves per Cabinet. The Millwork is to accommodate a
place for an ADA Sink, Refrigerator, (2) Microwaves on Upper Cabinet
Shelves, and a Dishwasher. The Base Cabinets should have at least one set of
Drawer Cabinets. The


 


10





















 


Floor Slab is to
be flashed level to receive the specified (3) VCT Color Pattern Layout
similar to HLINK’s 1st Floor Pantry. All Walls are to receive the specified
General Wall Paint The Ceilings are to be the specified Standard Hung Ceiling
Tiles 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 Open
Call Center having a 8’ H x 8’ W 3/8” thick clear tempered Glass Vision Panel
in the Gyp Bd. Enclosing Partition.


 


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


 


•                                          (2) 2’
- 0” D x 6’ - 0” L Employee and Guest Coat Closets with a continuous 15” D
Birch 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 typical
Double Door with Single Dummy Trim.


 


•                                          (1) 10’
x 12’ Enclosed Copy/ Mail/ Supply Room to receive (12) Linear Ft. of Base
and upper Millwork Cabinets. The Base Cabinets are to have at least (2) sets
of Drawer Cabinets. All other Cabinets to have (2) Adjustable Shelves
each. Provide and install (2) Quadruplex Electrical Outlets for Tenant’s
Equip. and (2) Duplex Electrical Convenience Outlets along the Countertop.
Provide (1) Copier Outlet on the opposite wall. The Floor Slab is to be
flashed level to receive the specified (2) VCT Colors in a Checker Board
Pattern. 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 the
specified General Wall Paint. Provide and install (1) Door into room with
Storeroom Function Hardware.


 


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


 


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


 


•                                          The
existing Base Building Electrical Transformer Room is to receive a new Partition
Enclosure consisting of an Inner Full Height Electromagnetic Current Shield
Barrier (4” CMU?) with an outer Finish Full Height Sound Insulated Gyp Bd.
Partition. This new Enclosing Partition must fully encircle the Transformer Room from
slab to slab.  Landlord agrees no sound
or vibration can emanate into the Demised Premises.


 


11





















 


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


 


•                                          The
existing Perimeter Windows are to be fully installed and cleaned with all Frame
and Masonry Wall Joints to receive continuous Water Tight Sealant in the areas
where the Perimeter Walls will remain exposed, the masonry edges around the
windows are to be scraped, masonry patched, and made smooth and even to receive
the specified Epoxy Perimeter Wall Paint.


 


•                                          The
existing Building Water Service Pipes are to receive continuous Sound and Water
Moisture Insulation.


 


•                                          The
existing Building Sprinkler Service Pipes are to receive continuous Sound and
Water Moisture Insulation.


 


•                                          The
existing Building Sewage Drain Pipes are to receive continuous Sound and Water
Moisture Insulation.


 


•                                          The
existing Columns are to be Masonry Patched, and sanded smooth to return them to
new masonry surface condition. All Columns are to be prime painted to receive
the General Finish Wall Paint.


 


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


 


12





















 


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


 


•                                          The
existing Stair up to the Mezzanine is to receive continuous Handrails on both
sides of the Stair to meet all ADA and NYC Bldg. Codes. The Treads are to be
finished smooth to receive the specified Broadloom Carpet. All the existing
exposed Steel Rails and Stringer surfaces are to have all rust removed prior to
receiving Rust Primer and the specified finish Rail Paint.


 


•                                          Provide
and install a new ADA Lift to connect the Main Basement Level with the Basement
Mezzanine Level. The Lift location is to be coordinated with HLINK’s new
Interiors Layout.


 


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


 


•                                          (1) 12’
x 18” Private office to be located against the West Perimeter Wall to be fully
enclosed with a Standard Sound Insulated Gyp. Bd. Partition. The Floor Slabs
are to be flashed level to receive the Standard Broadloom Carpeting. The Office
is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s and (1) Duplex
Electrical Convenience Outlet. The Ceilings are to be standard Hung Ceiling
Tiles and Grid with (3) 2’ x 4’ Recessed Fluorescent Light Fixtures
operated 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 Office
Entrance Door with Office Function Hardware.


 


•                                          (4) 10’
x 12’ Private Offices to be located against the West Perimeter Wall and
individually enclosed in Sound Insulated Gyp. Bd. Partitions. The Floor Slabs
are to be flashed level td’’I’eceive the Standard Broadloom Carpeting. The
Office is to receive (1) Quadruplex Electrical Outlet for Tenant’s PC’s
and (1) Duplex Electrical Convenience Outlet. The Ceilings are to be
standard Hung Ceiling Tiles and Grid with (2) 2’ x 4’ Recessed Fluorescent
Light Fixtures operated 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 Office Entrance Door with Office Function Hardware.


 


•                                          (8) 8’
x 8’ Partial Height Gyp. Bd. Partitioned ‘L’ Shaped Work Areas located in the
Accounting Open Work Area to receive 2’ - 6” Deep ‘L’ Shaped Millwork
Countertop Work Surfaces with Plastic Laminate, to be supported on 1 1/2” thick
Millwork Support Fins 4’ -0” O.C. Max. Provide and install (1) Quadruplex
Electrical Outlet for Tenant’s PC’s and (1) Duplex Electrical Convenience
Outlet per Partitioned Work Surface at standard height with (2) Grommets
in each work surface above outlets. All Floor and Wall finishes are to match
the Accounting Office finishes. The Accounting Open Work Area is to have a
continuous standard Hung Ceiling Tile and Grid with 2’ x 4’ Recessed Indirect
Fluorescent 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 the
adjacent Accounting Open Area. The Ceiling is to be the standard Hung Ceiling
Tiles and


 


13





















 


Grid with (1) 2’
x 4’ Recessed Indirect Fluorescent Light fixture operated by a Switch at the
Door. 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 Upper
Millwork Cabinets with Plastic Laminate of all exposed surfaces. At least (1) base
Cabinet to have Drawers. All other Cabinets to have (2) Adjustable Shelves
each. (2) Upper and (2) Lower Cabinets to receive Cabinet Locks with
Elbow Catches.  Provide and install (2) Quadruplex
Electrical Outlets for Tenant’s Equip. and (2) Duplex Electrical Convenience
Outlets along the Countertop. Provide (1) Copier Outlet on the opposite
wall. The Floor Slab is to be flashed level to receive the specified (2) VCT
Colors in a Checker Board Pattern. 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 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. All
Finishes and Conditions to match the 10’ x 12’ Accounting Private Offices
described above.


 


•                                          (2) 6’
x 7’ Single Occupancy ADA Toilet Rooms to be individually enclosed with full
height sound insulated Gyp Bd. Partitions. Each Toilet room to have: Toilet,
Lavatory, Faucet, Mirror, Soap dispenser, Paper Towel Dispenser with Trash
Receptacle, Toilet Paper Holder, ADA Toilet Grab Bar, and a floor recessed
Drain. Provide (1) Wall Mtd. GFI Duplex Elec Outlet near the sink. All
Floors and Walls to receive Ceramic Tiles. All ceilings are to have moister
resistant finish Hung Ceiling Tiles and Grid with (1) 2’ x 4’ Indirect
Ceiling Recessed Fluorescent Light Fixture per room. Each Toilet Room is
to 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 per
the MEP Engs. Drawings and Specifications. Each Men’s Room to receive a
Urinal.


 


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


 


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


 


14





















 


Slabs above are to
be scraped of any loose paint and debris prior to the finish ceilings being
installed.


 


C.                                    Architectural
Finish Specifications


 


1.                                       General
Finish Hung Ceiling Tiles and Grid to be “Armstrong” # 1912 Hi-Fi Ultima
Humiguard Plus Tiles in an “Armstrong” Suprafine 9/16” Exposed T-Bar Grid
System.


 


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


 


3.                                       Exposed
Slab Ceiling Epoxy Paint to be “Benjamin Moore” Epoxy Paint, Color: Commercial
White. Finish: Epoxy Flat


 


4.                                       General
Broadloom Carpeting to be determined.


 


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


 


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


 


7.                                       VCT
to 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.                                       Wall
Base to be “Roppe” #P193 Black-Brown, Flat at Carpet and Cove at VCT.


 


9.                                       General
Gyp. Bd. Partition Wall Paint to be “Benjamin Moore”, Color: OC-45 Swiss
Coffee, Finish: Eggshell


 


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


 


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


 


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


 


14.                                 Specialty
Millwork with (5) Plastic Laminate Color Pattern to be similar to HLINK’s
1st 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 Matte
Aluminum Footplate.


 


15





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


D.                                    Architectural
Specialty Item Specifications


 


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


 


2.                                       Access
Doors 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.                                      Millwork
Hardware Specifications


 


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


 


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


 


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


 


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


 


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


 


6.                                       Elbow
Catches “Hafele” #245.70.107


 


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


 


F.                                      Plumbing
Fixture Specifications


 


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


 


2.                                       Pantry
Faucet to be “Grohe” Ladylux #33765SDO in Chrome having lever handles and
coordinated spray. Qty: (1)


 


16





















 


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


 


4.                                       Utility
Faucet to be “American Standard” Gooseneck Type to coordinate with the sink
spec., Polished Chrome. Qty: (2)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


G.                                    Light
Fixture Specifications


 


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


 


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


 


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


 


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


 


5.                                       Light
Switches to be “Lutron” Rocker Type with Motion Sensors where required by the
NY State Energy Code.


 


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


 


17





















 


H.                                    Partition
Descriptions


 


1.                                       New
4 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 and
Sound Batt Insulation to extend up to 6” above finish Ceilings.


 


2.                                       New
4 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 and
Sound Batt Insulation all to extend slab to slab.


 


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


 


4.                                       New
4 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 both
sides. Top Edge of Wall to receive a continuous 2” H x 4 7/8” W Finish Wood
Cap.


 


5.                                       Existing
Exposed 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 to
receive (2) coats of finish Epoxy Perimeter Wall Paint.


 


6.                                       Existing
Masonry Walls to receive 4 1/4” thick. Build-Out Gyp. Bd. Partitions to be (1) layer
of 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.                                       New
Electromagnetic Current Shielded Partition to consist of an Inner Shield Layer
of (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 a
finish layer of 5/8”-’thick. Gyp Bd. form Slab to Slab with continuous caulking
at all slab/partition joints.


 


I.                                         General
Conditions


 


1.                                       Architectural


 


•                                          A
full set of Architectural Construction Documents are to be developed and issued
for Construction at a later date.


 


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


 


2.                                       MEP
Engineering


 


•                                          A
full set of MEP Engineering Construction Documents are to be developed and
Issued for Construction at a later date. The MEP Engineers Drawings will
include but are not limited to a full design set of Drawings and Specifications
for all the HVAC System,


 


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Perimeter Base
Board Steam/Hot Water Heating System, Electrical Circuiting, Fire Alarm/Smoke
Detector System, Plumbing, and Sprinkler System


 


We
hope the above Work Letter will assist you in your negotiations with the
Landlord in signing HLINK’s lease.


 


Please
advise me of any changes you need. Regards,


 


Michael
Lillard


 


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 and
Regulations


 


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


 


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


 


(3)                                  No
carpet, rug or other article shall be hung or shaken out of any window of
the building; and no Tenant shall sweep or throw or permit to be swept or
thrown from the Demised Premises any dirt or other substances into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the building, and Tenant shall not use, keep or permit to be used or kept any
noxious gas or substances in the Demised Premises, or permit or suffer the
Demised Premises to be occupied or used in a manner unreasonably offensive or
objectionable to Landlord or other occupants of the Building by reason of
noise, odors and/or vibrations, or unreasonably interfere in any way with other
tenants or those having business therein, nor shall any animals or birds be
kept in or about the building. In connection with the above, Landlord agrees
that normal office use is not offensive.


 


(4)                                  No
awnings or other projections shall be attached to the outside walls of the
building without the prior written consent of the Landlord.


 


(5)                                  No
sign, advertisement, notice or other lettering and/or window treatment shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
Demised Premises or the Building or on the inside of the Demised Premises if
the same is visible from the outside of the Demised Premises without the prior
written consent of Landlord, not to be unreasonably withheld. In the event of
the violation of the foregoing by any Tenant, Landlord may remove same without
liability, and may charge the expense incurred by such removal to the Tenant or
Tenants violating this rule. Interior signs on doors and directory tables
should be inscribed, painted or affixed for each Tenant by Landlord at the
expense of such Tenant, and shall be a size, color and style reasonably
acceptable to Landlord. Notwithstanding the foregoing, Tenant shall be entitled
to install a door sign and a directory table sign subject to Landlord’s
reasonable approval as to size, color and style.


 


(6)                                  No
Tenant shall in any way deface any part of the Demised Premises or the Building
of which they form a part. No boring, cutting or stringing of wires shall be
permitted,


 





















 


except with the
prior written consent of Landlord, and as Landlord may direct. No Tenant shall
lay linoleum or other similar floor covering so that the same shall come in
direct contact with the floor of the Demised Premises, and if linoleum or other
similar floor covering is desired to be used an interlining of builder’s
deadening 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 being
expressly prohibited. This provision shall not apply with respect to paragraph “17”
alterations or wall hangings or other minor and incidental defacings.


 


(7)                                  No
additional locks or bolts of any kind shall be placed upon any of the doors or
windows by any Tenant, nor shall any changes be made in existing locks or
mechanism thereof, unless a copy is given to Landlord. Each Tenant must, upon
the termination of his Tenancy, restore to Landlord all keys of stores, offices
and 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 pay
to Landlord the cost thereof.


 


(8)                                  Freight,
furniture, business equipment, merchandise and bulky matter of any description
shall be delivered to and removed from the premises through the service
entrances and corridors, and only during hours and in a manner approved, by
Landlord acting reasonably.


 


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


 


(10)                            Tenant
shall 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 or
other objectionable odors to permeate in or emanate from the Demised Premises.


 


(11)                            If the
Building contains central air-conditioning and ventilation, Tenant agrees to
keep all windows closed at all times and to abide by all rules and
regulations issued by the Landlord with respect to such services. If Tenant
requires air-conditioning or ventilation and heat after the usual hours, Tenant
shall 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. on
the day prior thereto, in the case after hours service is required on weekend
or holidays, for which an additional charge shall be paid by the Tenant. Said
additional charge shall be deemed additional rent due and payable thirty (30)
days after rendition of a bill by Landlord therefore.


 


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