PUTNAM COUNTY LEGISLATURE Resolution #107 Introduced by Legislator: Carl L. Alberto on behalf of the Physical Services Committee at a Regular Meeting held on May 3, 2016. - page 1 APPROVALIAMEND RESOLUTION 240 OF OF CHARITABLE DONATION AGREEMENT WHEREAS, pursuant to Resolution 240 of 2015, the Putnam County Legislature approved a Lease Agreement, in the form attached thereto, between Butterfield Realty LLC and the County of Putnam for 6,000 square feet of space at The Lahey Pavilion, located 1756 Route 9D, Cold Spring, New York; and WHEREAS, the leased premises will be the future location of a new and expanded senior center facility serving the senior population in the Town of Philipstown and the surrounding areas within the County; and WHEREAS, said Lease Agreement, as approved, provided for an initial term of five years, with Mo five-year renewal options; and WHEREAS, Resolution 240 of 2015 authorized the County Executive to execute said Lease Agreement, as approved, upon receipt of confirmation of a $500,000.00 plede to the County from Roger and Elizabeth Ailes for the senior center facility at the Lahey Pavilion; and WHEREAS, the Lease Agreement approved pursuant to Resolution 240 of 2015 has not been executed and WHEREAS, the County is now in receipt of a Charitable Donation Agreement between Senior Development Corp., in which Roger Ailes is President, and the County of Putnam, a copy of which is attached hereto as Exhibit and WHEREAS, sald Charltable Donation Areement provides, among other things, that Senior Development Corp. will contribute to the County the renovations of the leased premises as further described in said agreement; and WHEREAS, the County and Butterfield Realty LLC have since also agreed to amend the proposed terms of the Lease Agreement was approved pursuant to Resolution 240 of 2015, in order to increase the initial lease term to ?fteen years with one ten-year renewal option: and WHEREAS, the County and Butterfield Realty LLC have further agreed that Butterfield Realty LLC shall be responsible for making certain further improvements to The Lahey Pavilion, as same are delineated in the amended Lease Areement which is attached hereto as Exhibit and - WHEREAS, the Putnam County Legislature has reviewed the revisions to the proposed Lease Agreement beMeen Butterfield Realty LLC and the County of Putnam and agrees with same; and Vote: State Of New York 88. County of Putnam I hereby certify that the above is a true and exact copy of a resolution passed by the Putnam County Legislature while in session on May 3, 2016. Dated: May 5, 2016_ - Signed: Diane Schonfeld Clerk Of The Legislature Of Putnam County PUTNAM cohNTY LEGISLATURE Resolution #107 Introduced by Legislator: Carl L. AIbano on behalf of the Physical Services Committee at a Regular Meeting held on May 3, 2016. page 2 WHEREAS. the Putnam County Legislature has also reviewed the Charitable Donation Agreement between ACI Senior Development Corp. and the County, and the Putnam County Legislature likewise agrees with the terms and conditions contained therein; now therefore be it RESOLVED, that Resolution 240 of 2015 is hereby amended as speci?ed hereinafter, and be it further RESOLVED, that the Putnam County Legislature approves the Charitable Donation Agreement between ACI Senior Development Corp. and the County, which shatl be in the form and content attached hereto as Exhibit and the County Executive shall be authorized to execute same; and be it further . . RESOLVED, that in accordance with the terms of said Charitable Donation Agreement, the senior center facility to be located at The Lahey Pavilion shall be named the ?Roger Ailes Senior Center?, and a sign to that affect Will be placed in the lobby of the facility; and be it further RESOLVED, that the Putnam County Legislature also approves the revisions to the Lease Agreement between Butterfield Realty LLC and the County of Putnam for 6,000 square feet of space at The Lahey Pavilion, located 1756 Route SD, Cold Spring. New York, which are reflected in the instrument attached hereto as Exhibit and be it further RESOLVED, that upon the passage of proposed Local Law, per Resolution #106 of 2016, which authorizes the County to enter into said Lease Agreement with Butteriield Realty LLC for a term in excess of five years, the County Executive shall be authorized, with the advice and the assistance of the County Attorney, to execute said Lease Agreement, which shall be in the form and content attached hereto as Exhibit BY ROLL CALL VOTE: SEVEN AYES. ONE NAY LEGISLATOR LOBUE. ONE ABSTENTION LEGISLATOR WRIGHT. MOTION CARRIES. ti thtiitilti? he I 1 ef?twfii? Vote: State Of New York We?; 5 58: County of Putnam I hereby certify that the above is a true and exact copy of a resolution passed by the Putnam County Legislature while in session on May 3, 2016. Dated: Mav5,2016 . r0 . "i guitars DianeSchonfeld I Clerk Of The Legislature 0f Putnam County Hansen isms: iv ?5 LEASE dated the day of 2015 between - neaer LLC (Landlord) in he 3 102 Route 9 . "1?51 Cold Spring,NY 10516 and County of Putnam 40 Glenelda Avenue Cannel,NY 10312 ARTICLE I - DEFINITIONS 1.01 As used in this lease, (including all Exhibits and Riders attached hereto, all of which shall be deemed to. be part of this Lease) the following words and phrases shall have the meaning indicated: 0] . Additional Rent: All amounts that become payable by the Tenant to Landlord hereunder other than the ?xed rent 02. Broker. The person, if any, named herein who brought about this agreement and to WhOm a commission is expected to he owed. 03. Building: The building now or hereafter located and known as The Lahey Pavilion, on Exhibit A, attached hereto and made a part hereof. 04. Buildins Common Areas: All areas, spaces and improvements in the Building which Landlord makes available from time to time for the common use and bene?t of the Tenants and occupants of the Building and which are not exclusively available for use by a single Tenant or occupant. . - I 05. Calencar Quarter: C.) -- Any three month period commencing on either a January 1, an April 1, a July 1, or an October 1. :o a am 06. Calendar Xenr: 1r Any twelve month period connection-lg on a January 07. Commencement Date: The Commencement Date shall be the date upOn the Landlord?s completion of a demising wall separating th'??bemised Premises, as hereinafter defined, from the remaining space. The parties expect the Commencement Date to be on or about July 1, 2016. 08- Common Areas: Exterior Common Areas. 09. Demised Premises: The space that is marked on Exhibit the Demised Premises contains approximately 6,000 square feet of ?00r space. The address of the Demischrermses is 1756 Route 9D, Cold Spring, NY. The space also includes a quarter circle area with a radius of 20 feet for use by Tenant as an outdoor area for the seniors and shown on Exhibit E. 10. Entire Premises: Page Premises, including, without limitation the following: the total costs for the repair, replacement, maintenance, cleaning, lighting, painting, water and sewer charges, policing and operation of the Exterior Common Areas, the cost for casualty, liability and ?delity insurance; the management fees for managing the Premises or, if a managing agent is employed by Landlord, a sum in lieu thereof which is not in excess of the then prevailing rate for management fees of other retail facilities in the area It is intended and agreed that the Operating Expenses referred to herein shall be only those expenses actually and reasonably expended on or in connection with the premises and/or for the bene?t of the Tenants therein. All items will be calculated and stated in accordance with generally accepted accounting principles, cOnSistently applied. Landlord will provide Tenant, upon request, with an annual statement of Operating Expenses. 23. Permitted Uses: Putnam County Senior Community Center Facility and related of?ces. The Senior Community Center Facility shall remain a center open to the general public for all Putnam County seniors and can only be changed with the written permission of the Landlord. The Senior Center Facility shall incorporate the Time Memorial Architectural Archway into the center, at Tenant?s expense. 24. Person: A manual person or persons, a partnership, a cerporation or any other form of business or legal association or entity. 2.5 Price Index: Consumer Price Index for all urban consumers for New Yerk and Northeastern New Iers ey, for all items published by the Bureau of Labor Statistics, US. Dept. of Lab or 'or its successm index affecting Putnam County. 26. Promotion Dues: Intentionally deleted. 27. Ready for Occupancy: I Tenant, at its sole cost and espense, shall obtain building permits for its interior work and all other necessary permits including sign pennits and any necessary certificates of occupancy, to such extent as shall be applicable to Tenant as a county governmental entity. 28. Real Estate Taxes: he taxes, assessments, and Special assessments imposed upOn the Building and land associated with the Building by any federal, state, municipal or other governments or governmental bodies or authorities and any espouses incurred by Landloni in contesting such taxes or assessments and/or the assessed value of the Building and land associated with the Building, which expenSes shall be allocated to the period of time to which such expenses relate. If at any time during the Term the methods of taxation prevailing on the hereof shall be altered so that in lieu of, or an addition to, or as a substitute for, the whole or any part of such Real Estate Taxes, assessments and special assessments now imposed on real estate, there shall be levied, assessed or imposed a tax, assessment, levy, imposition, license fee or charge wholly or partially as a cap ital levy or otherwise on the Rents received therefrom, or any other such additional or substitute tax, assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions, fees and charges or the part thereof so measured or based shall be deemed to be included within the term ?Real Estate Taxes" for the purpose hereof. I 29. Rent: The Fixed (Baso) Rent and all additional rent provided for?in this lease. Rent shall commence 60 days after the Commencement Date and continue for ti {teen {1 ?lm-?E53 years until the BXpiration Date, subject to any exclusions described in Section 2.03. 30 Rules and Regulations: . Those rules and regulations shown on Exhibit annexed hereto and those reasonable rules and regulations that may be Page ?3 - promulgated by the Landlord from time to time 3 1. Successor Landlord As defined in Article 8. 32- Seattle: Lease: Any Lease to which this Lease is, at the time referred to, subject and subordinate. 33. Superior Lessor; The Lessor of a Superior Lease or its successor in interest, at the time referred to. 34. Superior Mortgage: Any mortgage to which this lease is, at the time referred to, subject and subordinate. 3 5. The holder of a Mortgage at the time referred to. 36. Tenant's Proper-3,3: As de?ned in Article 1502. 37 Tenant's Trade Name: Count}r of Putnam or any other name approved by the Landlord, which approval shall not be unreasonably withheld. 38. Ienant'sWork: The facilities, materials and wont which may be undertaken by or for the account of Tenant to equip, decorate, and furnish the Demised Premises for Tenant's Occupancy. 39. Term: The period commencing at 12:01 am, on the Commencement Date and ending at 11:59 pm. on the Expiration Date, or of the date when this Lease is earlier terminated, pursuant to the provisions herein. AR 2 - AND TERM 2 0 1 Landlord hereby Leases to Tenant, and Tenant hereby hires from Landlord, the Demised PremiSes, for the Term, except that Landlord reserves and Tenant shall have no right to use the exterior faces of all perimeter walls, the roof, and the land, improvements. If, as of the Date of this Lease, the Parties have not established a Commencement Date, a projected date shall be established, and a definite date shall then be established by Landlord, upon 15 days leOI written notice to Tenant, based upon the aVailability of the Demised Premises for Tenant's occupancy. In the event the de?nite Commencement Date shall fall on a day other than the ?rst day of a calendar month, the ?rst month of the term shall be a partial month 2.02 Intentionally Omitted. 2. 03 Provided the Tenant has never been throughout the term of the lease in default under the terms of this Lease it shall have the option to renew this Lease for an additional term of ten [l 01 years. one Tenant shall exercise this option by no later than twelve (12) months before the end of the the initial term of the lease {coarsest-tem? by giving written notice to Landlord of its intent to renew the Lease for the additional ?eeten year option period. CFlare-eptien-is for The rent during the option renewal terms is provided in Exhibit herein attached ARTICLE 3 ADDITIONAL RENT AND OCCUPANCY Page -4 3.01 Tenant shall pay the Fixed Rent in equal installments in advance on the ?rst day of each and every calendar month during the Term. Rent payments will begin 60 (sixty) days after the Commencement Date. If the Commencement Date occurs on a day other than the first of a calendar month, the Fixed Rent for the partial calendar month at the commencement of the Term shall be prorated. 3.02 The FiXed Rent shall be increased annually - See Exhibit attached. 3.03 The Rent shall be paid in 121er money of the United States to Landlord at its office, or such other place, or to the Landlord?s agent at such other place, as Landlord shall designate by notice to Tenant. Tenant shall pay the Rent when due without notice or demand therefore and without any abatement, deduction or set off for any reason whatsoever, except as may expressly be provided in this Lease. If Tenant makes any payment to Landlord by check, same shall be by Tenant and Landlord shall not be required to accept the check of any other person, and any check received by shall be deemed received subject to collection. If any check is mailed by Tenant, Tenant shall in suf?gient time prior to the date when payment is due so that such check will be received by Landlord on Or before the date when payment is due Tenant shall assume the risk of lateness or failure of delivery of the mails, and no lateness or failure of mails will excuse Tenant from its obligations to have made the payment in question when required under this Lease. In the event that rent is not received on time, within 10 days after it is due, Tenant shall be obligated to pay Landlord a 3% late fee of the then rent, for each month rent is late. This fee shall also be considered as additional rent. There is a $35.00 returned check fee. 3.04 No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law provided. 305 If Tenant is in arrears in a payment of Rent, Tenant waives Tenant's right, if any, to designate the items to rwhich any payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to such items due under this Lease as Landlord sees incepective of and notwithstandmg any designation or request by Tenant as to the items to which any such payments shall be credited. 3.06 Intentionme Omitted. 3 07 All payments other than the rent to be made by Tenant pursuant to this Lease shall be deemed additional rent and, in the event of any non-payment thereof, Landlord shall have all rights and remedies provided for herein or bylaw for non- payment of rent. 3.08 Base rent shall be as follows: Year 1: $77,700. 00 (Seventy-Seven Thousand, Seven Hundred Dollars) Base rent does NOT include any AdditiOnal Rent as originally agreed to such as, but not limited to, common lighting, water and server charges, real estate tartes, etc. 3 09 Tenant shall pay two (2) installments of Base Rent plus CAM )1 2 $21,400.00) simultaneously with the signing of this lease (the "initial payment?). Said initial payment shall be applied as follows: one installment shall constitute the ?rst month?s rent and CAM, the remaining installment shall be applied to the Security Deposit, in the amount of$10,700. 3 .10 Additional Rent shall also be comprised of Tenant?s Propertionate Share, in the amount of 14.1 176%, of all Common Area Maintenance and insurance charges over those paid in the base year of this lease. A proj action of base year payments is annexed hereto as Exhibit B. Tenant will pay as Additional Rent, its proportionate share of common area maintenance real estate taxes, in accordance with loose include insurance premiums for the Property. Landlord shall provide reasonable estimates on all items of Additional Rent, or shall use the bills received in prior years, to calculate an Page ?5 nun- estimate for annual CAM charges and Tenant will make payment on said estimates on a basis in equal installrnents to Landlord 3 1 1 In the eyent that the cost of Insurance increases or decreases doting any applicable lease year, Landlord shall reconcile the amount already paid for Insurance within thirty days a?er the bill has been paid. A copy of the invoice received shall be provided to Tenant along with a request for additional money or re?ind for overpayment Notwithstanding the foregoing, if any increase in the cost of insurance is not directly attributable to use of the Demises Premises by tenant, then Tenant shall not be reSponsible for such increase. 3.12 Tenant agrees to pay as Additional Rent in each successive year of this lease to include percentage of real estate taxes. The Additional Rent which the Tenant will be liable for at the commencement of the lease agreement shall be equal to 52. 0833% of the total tax amount applicable to the tax year in which the Lease cormnences, which shall be payable in equal installments. In the silent that Real Estate Taxes increase or decrease during any applicable Lease year, landlom shall reconcile withthe Tenant at the time that tax payments are actually made. Tenant?s portion of real estate taxes shall be payable no later than thirty (3 0) days after Written notice is received from the Landlord. CAM shall be capped at 3 increases annually. The Landlord?s management fee shall be capped at 3% of the sum of rent plus CAM. The Additional Rent shall be adjusted annually, in aCCOIdance with the actual amount of taxes due and. payable on the pr0perty. The Landlord shall provide the Tenant the new amount due and among each month for Additional Rent by no later than March 1st of each year of the Lease term, and said amount shall become due and owing in equal installments commencing on the 1St day of April of each such year. 3.13 Tenant agrees to pay, as Additional Rent, for the water consumed by tenant at the Demiscd Premises, including sewer charges or any other charge imposed in connection with the use of said water as calculated by the water meter for tenant?s Space; it being understood that Landlord shall not be obligated to fumish or pay for any such water or sewer. Payments shall be made within ten (10) days after demand therefom is made by Landlord or Village of Cold Spring. If water and/or sewer are not separately metered, Tenant shall be charged Tenant?s Proportionate Share of such charges. Tenant shall make its own arrangements with the public utility comp any supplying electricity to the Demises PremiSes at its sole cost and suspense. Tenant will pay its proportionate share of extennin ating services, cleaning and refuse and common area maintenance. ARTICLE 4 - USE OF DEMSED PREMSES AND COMMON AREAS 4.0 1 Tenant shall use and occupy the Demised Premises for the purpose of conducting the Permitted Uses under the Tenant's Trade Name, and Tenant shall not use or permit 0r suffer the use of the Demised Premises or any part thereof for any other purpose. - 4.02 Except when and to the extent that the Demised Premises shall be untenantabie by reason of damage of fire or other casualty or in the event of illness or other personal casualty or catastrophe, Tenant shall continuously and nninterruptediy keep the entire Demised Premises open for business and fully stocked and keep Tenant's display windows and signs illuminated during all business hours on all business days as set forth in Exhibit and use for office, storage or other non-selling purposes only such space as is reasonably required for the proper Operation of Tenant?s business in the Demised Premises. No contention of Landlord that Tenant has vacated, abandoned or deserted the Demis ed Premises will be defeated merely by reason of Tenant having left all or any part of its trade fixtures or other personal property in the Demised Premises. 4.03 Tenant shall not use the Common Areas, including parking spaces, or any other premises outside the Demised. Page 6 - Premises fer the sale or display of any merchandise, for solicitation or demonstrations or for any other business, occupation, undertaking or activity, use or permit or su?er the use of any portion of the Demised Premises for any unlawful purpose or any activity of a type which is not generally considered appropriate for similar retail facilities, burn trash or, except a odierwise directed by Landlord, store any trash or garbage in any area other than inside the Demised Premises (and Tenant shall attend to the daily disposal of trash in the dumpster provided by Landlord, and charged to Tenant as part of CAM), park trucks or other delivery vehicles so as to unreasonably interfere with the use of any part of the Common Areas, suffer, permit or commit any waste or any nuisance or other act or thing in the Demised Premises which may disturb any other Tenant or Occupant in the Entire Premises, permit vibrations or music or other sounds in the Demised Premises to be transmitted to or heard in any other premises in the Building or in any part of the Common Areas. 4.04 Tenant shall provide a suitable identi?cation sign or signs of any size, design and character as Landlord shall approve and as shall be approved by the Village of Cold Spring, and Tenant shall install same at a place designated by Landlord. Tenant shall maintain such sign or signs in good condition and repair. Other than sveh permitted sign Tenant shall not place or install, or permit, or suffer to be placed, installed or maintained, any sign upon or outside of the Demised Premises or in any part of the Entire Premises unless approved by Landlord. Tenant shall not place, install or maintain, or permit or suffer to be placed, installed or maintained, on the extermr of the Demised Premises any awning, car10py, banner, flag, pennant ,aerial, antenna er the like; nor shall Tenant place or maintain on the glass or any window. or door of the Demised Premises or inside the Demised Premises any sign, decoration, lettering, advertising matter, shade or blind or other thing of any kind other than a neatly lettered sign of reasonable size placed on the floor of display windows identifying articles offered for sale and services provided. 4 0 5 If any governmental license or permit, or necessary Certi?cate of Occupancy, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises or any part thereof, Tenant shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection, Tenant shall at all times comply with the terms and conditions of each such license or permit. ARTICLE 5 - PREPARATION OF AND CHMGES TD PRBMESES 5 .0 Tenant takes the premises in "as is" condition and shall make all renovations at Tenant's carpense, except as provide in Section 1.01 (18). Should Tenant find a substantial environmental issue in the Demised Premises while it performs tenant fit up, such as a need for asbestos removal or encapsulation, or lead abatement, Tenant shall immediately notify Landlord and Landlord will be responsible for creating a reasonable solution to alleviate the environmental issue. For the Demised Premises, except as otherwise provided herein, Tenant shall separate out the utilityfinechanical systems, including but not limited to electric service, domestic water, ?re alarm, telecommunication systems and security system, to the extent same is economically feasible to separate. Tenant is bene?ting from the existing utility/mechanical systems and therefore Spending up to $50,000 (?fty thousand dollars) in aggregate to separate all of the systems herein, excluding Tenant lit up, will be considered economically feasible. In the event that said services/utilities are separated, then Tenant shall be responsible for the inspection, operation, maintenance, repair and/or replacement of same within the Demised Premises. [n the event that said Stanislas/utilities are not economically feasible to separate, as same shall be determined by Tenant, then Landlord shall be responsible for. such inspection, operation, maintenance, repair andlor replacement and Tenant shall pay its pro-rats share, based upon leased square footage, for the espenses associated with same, unless such inspection, Operation, maintenance, repair and/or replacement costs are dispmp ortionately attributable to use and/or neglect of other Tenantts}. 5.02 Except as expressly provided to the contrary in this Lease, the taking possession by Tenant of the Demised Premises shall be conclusive evidence as against Tenant that the Demised PremiSes was in good and satisfactory condition at the time such possession Was taken 5 . 03 If the Landlord is unable to give possession of the Demised Premises on the Commencement Date because of the holding-over or retention of possession by Tenant, undertenant or occupant, Landlord shall not be subject to any liability for failure to give possession, the validity of this Lease shall not be impaired under auch circumstance, and the Tenn shall Page ?7 not be extended, but the Rent due as of the Rent Commencement date shall be abated if Tenant is not responsible for the inability to obtain possession. 5 .04 Landlord reserves the right, at anytime and from time to time, to increase, reduce or change the number, type, size, loo ation, elevation, nature and use of any of the Areas and the Building and any other buildings and other improvements in the Entire Premises, including without limitation, the right to move andl'or remove same, provided same shall not unreasonably block or interfere with Tenant?s means of ingress or egress to and from Demised Premises or unreasonably obstruct the view of Tenant's sign or display window and provided that any such alterations to the Common Areas are an improvement and of equivalent quality and character ARTICLE 6 COMMON AREAS 6.01 Subject to provisions of Article 5.04, Landlord will operate, manage, equip, light, repair and maintain, or cause to be Operated, managed, equipped, lighted, repaired and maintained, the Common Areas for their intended purposes. Landlord reserves the right at any time and from time to time, to construct within the Common Area fountains, planters, pools and sculptures, and to install benches and the like not shovvn on Exhibit A, provided same shall not unreasonably block or interfere with Tenant's means of ingress or egress to and from the Demised Premises or unreasonably obstruct the view of Tenant's sign or display windows and further provided same are in compliance with the Americans with Disabilities Act, and all other applicable state and local regulations and ordinances. 6.02 Tenant and its subtenants and concessionaires, and their respective of?cers, employees, agents, customers and invitees, shall have the non-exclusive right, in common with Landlord and all others to whom Landlord has granted or may hereafter grant such right but subject to the Rules and Regulations, to use the Common areas Landlord reserves the right, at any time and from time to time, on reasonable notice to Tenant, to close temporarily all or portions of the Common Areas when in Landlord's reasonable judgment any such closing is necessary or desirable to make repairs or changes or to offset construction Within the Entire Eremises, to prevent the acquisition of public rights in such area, to discourage non-customer parking, or to protect or preserve natural persons or property, Landlord may do such other acts in and to the Common Areas as in its reasonable judgment may be desirable to improve or maintain same, provided same shall not unreasonably block or interfere with Tenant's means of ingress or egress to and from the Demised Premises or Unreasonably obstruct the view of Tenant's sign or display windows. 6 03 Tenant agrees that it, any subtenant or concessionaire and their respective of?cers, employees, comraotor and agents will park their automobiles and other vehicles only where and as permitted by Landlord. Tenant Will, it and when so requested by Landlord, furnish Landlord with the license numbers of any vehicles of Tenant, any subtenant or conceSsionaire and their respective officers, employees and agents, excluding, however, guests andr'or clientele of Tenant. During business hours, the number of parking spaces shall be as required by the Village of Cold Spring Code (6,0 00 - 4/1000 24 parking spaces) During off business hours, including weekends, Tenant is permitted the use of the unused parking spaces, within. reason. 7.0 1 Tenant will deposit with Landlord the sum of $10,700 (Ten Thousand Seven Hundred Dollars and No Cents which shall be held by Landlord in an interest bearing account which shall earn interest at a rate that is equivalent to the prevailing interest rate as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease, it is agreed that in the event Tenant defaults in reapect to any of the terms, provisions and conditions of this lease, including but not limited to, the payment of rent and additional rent, as set forth, that Landlord may use, apply or retain the Whole Or any part of the security so deposited to the extent required for the payment of any rent and additiOnal rent or any other sum as to vvhich Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason on Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damage or de?ciency in the re-letting of the premises, whether such damages or de?ciency accruod before or after summary proceedings or other reentry by Landlord. In the event that Tenant shall fully and Page faithfully Comply with all of the terms, provisions, covenants and conditions of this lease, the security, together with accrued interest, shall be returned to Tenant within 3 0 days after the delivery of the entire possession of the Demiscd Promises to the Landlord. In the event of a sale of the Land and Building or leasing of the Building of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the new owner or leases and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner or leases solely for the return of said security and it is agreed that the previsions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant ?rrther covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. ARTICLE 8 SUBORDINATION 3.01 This Lease and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground Leases and underlying Leases of the land and/or building now or hereafter existing and to a Mortgage which made now or hereafter affect the land andf0r building and/or of such Leases, whether or not such Mortgages or Leases shall also cover other lands and/or buildings, to each and every advance may or hereafter to be made under such mortgages, and to all renewals, mo difications, replacements and extensions of such Leases and such mortgages and spreaders and consolidation of such Mortgages. 8.02 If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction Tenant shall not exorcise such right until "it has given written notice of such act or omissiOn to Landlord and each Superior Mortgages and each Superior lessor whose respective name and address shall previously have been fumished in writing to Tenant, and until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Superior'Mortgagee or Superior Lessor, shall have become entitled under such Superior Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Superior Mortgages or Superior Lessor shall with due diligence give Tenant notice of intention to, and commence and continue to, remedy such act or omission. 8.03 .If any Superior Lessor or Superior Mortgages shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new Lease or deed, then at the request of such party so succeeding to Landlord?s rights ("Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's atonement, Tenant shall attorn to and recognize such Successor Landlord as Tenant?s Landlord under this Lease and shall execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such atonement Upon such atrrnement this Lease shall continue in full force and effect as a directLease between Successor Landlord and Tenant upon all of the terms and conditions and covenants as are set forth in this Lease. 8.04 I Intentionally omitted ARTICLE 9 - QUIET ENJOWENT 9.0 1 Tenant shall peaceably and quietly have, hold and enjoy the Demised Prenn'ses without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord, subject, nevertheless to the provisimis of this Lease and to Superior Leases and Superior Mortgages. ARTICLE 10 - ASSIGNMENT, AND GING 10 Ol Tenant shall not, whether voluntarily, or involuntarily, or by operation of law or otherwise, assign or otherwise transfer this Lease, or offer or adrertise to do so, (b)L sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or mortgage, pledge, encumber Page *9 - L?h? or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior Written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall reimburse Landlord for all reasonable expenses of reviewing Tenant?s request and for review or preparation of all proposed documents including specifically the fees of Landlord?s attorney, 10. 02 If at any time the original Tenant named herein, the then Tenant, any Guarantor, or any person owning a majority of the voting stock of, or directly or indirectly controlling, the then Tenant which shall be a corporation or partnership, any transfer of voting stock or the general partners? interest in such partnership, as the case may be, immediately before such transfer, as a result of which said person ceases to can a majority of such shares of voting stock or general partriers interest, as the case may be, except as the result of transfers by inheritance, shall be deemed to be an assignment of this Lease as to which Landlord?s consent shall have been required, and in any such event Tenant shall notify Landlord. Per the purposes of this Article, the words ?voting stock? shall refer to shares of steel: regularly entitled to vote for the election of directors of the corporation. Landlord shall have the right at any time and from time to time during the Term to inspect the stock record books of the corporation to which the provisions of this Article 10.02 apply, and Tenant will produce the same on request of Landlord. 10.03 If the Lease is assigned, whether or not in violation of this Lame, Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in Violation of this Lease, Landlord may, after default by Tenant, and expiration of Ten ant?s time, due to such default, collect Rent from the subtenant or occupant. In either event Landlord may apply the net amount collectedto the Rent, but no such assignment, sublettin g, occupancy or collection shall be deemed a waiver of any of the provisions of Article 10.01 or Article 10.02, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the performance by Tenant of Tenant?s obligations under this Lease. The consent by Landlord to any assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not espresst permitted by this References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but shall be construed as including also licensees and others claiming under or through Tenant, immediately or remotely. 10.04 Any permitted assignment or transfer shall be made only if and shall not be effective until, the assignee shall enecute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume Tenant?s obligations under this Lease and whereby the assignee shall agree that all of other provisions in this Article 10 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect to all ?lters aesignments and transfers Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original Tenant and any other person(s) who at any time was or were Tenant shall remain fully liable for the payment of the Rent and for Tenant?s obligations under this Lease. 10. 05 The liability of the original named Tenant and any other Person(s) who at any time was or were Tenant for Tenant?s obligations under this Lease shall not be discharged, released or impaired by an agreement or stipulation made by Landlm'd extending the time of, or modifying any of the obligations of this Lease, or by any waiver or failure of to enforce any of the obligations of this Lease. 10.06 Without limiting any of the provisions of Article 25; if pursuant to the Federal Bankruptcy Code (similar law hereafter enacted having the same general purpose}, Tenant is permitted to assign, this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future ce by assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year?s Fixed Rent plus the Additional Charges for the Calendar Year preceding the Year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant?s obligations under this Lease It is understood and agreed that this is a Lease of Real Preperty in a shopping center as such Lease is described in Section 365 (3) of the Bankruptcy Code. Page -10 U: 10 .07 If this Lease is assigned, or otherwise transferred, or through a sublet the Demised Premises or any part thereof sublet, then any Rent paid by such assignee or subleasee, in excess of the Rent provided by this Lease, shall be for the bene?t of and shall be immediately paid to the Landlord 10.0 8 Tenant to reimburse Landlord a maximum of $3,500 to cover Landlord?s expense for lease assignment. ARTICLE ll - COMPLIANCE LAWS ll .01 Tenant shall comply With all Legal requirements winch shall, in respect of the Demised Premises or the use and occupation thereof or the abatement of any nuisance in, on or about the Demised premises, impose any violation, order or duty on Landlord or Tenant, and Tenant shall pay all the costs, expenses, fines, penalties, and damages which may be imposed upon Landlord or any Superior Lessor by reason of or arising out of Tenant?s failure to ?rlly and comply with and observe the provisions of this Article 11.01. However, Tenant need not comply with any such law or requirement of any public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premiere in accordance with Article 11.02, including exemptions applicable to Tenant pertaining to any such laws andfor requirements resulting from Tenant?s status as a county governmental entity acting in agovemmental capacity 11.02 Tenant may contest, by appropriate proceedings pIOSecuted diligently and in good faith, the validity or applicability to the Demised Premises, of any Legal Requirement, provided that Landlord shall not be subject to any ?ne or to any civil or criminal penalty or to prosecution for a crime, and neither the Demised PremiSes nor any part thereof shall be subj act to being condemned or vacated, by reason of neucOmpliance or otherwise by reason of such contest, before the commencement of such contest, Tenant shall indemnify Landlord against the cost thereof and against any liability for damages, interest, penalties and expenses (including reasonableattorney?s fees and eXpenses), resulting from or incurred in connection with such contest or noncompliance, such noncompliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage; and Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subj act to. prosecution for a crime if Landlord, or its managing agent, or any o?rcer, director, partner, shareholder or employee of Landlord or its managing agent, as an individual is charged with a crime of any kind or degree whatsoever, whether by service of a summons or otherwise, unless such charge is withdrawn before Land10rd or its managing agent, or such officer, director, partner, shareholder or employee of landlord or its managing agent (as the case may be) is required to plead to answer thereto ARTICLE 12 - WSURANCE AND 12. 01 Landlord shall maintain or cause to be maintained ?re and extended coverage insurance in respect of the building and other improvements in the Entire Premises normally covered by such insurance (except for the property Tenant is required to cover with insurance under Article 12.02 and similar property of other tenants and occupants in the Entire Premises and except for buildings and other improvements covered by self~insurance or buildings and other improvements which are on land neither ovvned by nor leased to landlord) for the bene?t of landlord, and Superior Lessors, and Superior Mortgagees and any other parties Landlord may at any time and from time to time designate, as their interest may appear, but not for the bene?t of Tenant, and shall maintain Rent insurance as required by any Superior Lesser or any Superior Mortgagee. The ?re and extended coverage insurance will be in the amounts required by any Superior Lessor or any Superior Mortgagce but not less than the amount suf?cient to avoid the effect of the co?insurance provisiOns of the applicable policy or policies. Landlord may also maintain any other forms and types of insurance maintained or caused to be maintained by it under blanket policies. 12. 02 Tenant shall maintain the following insurance: comprehensive general public liability insurance in respect of the Demised Premises and the conduct and Operation of business therein, with Landlord as an additional named insured, and at Landlord?s request with any Superior Lessors or Mortgagees as additional named insured(s), with limits of not less than $2,0 00,000 for bodily injury or death to anyone person and $2,000,000 for bodily injury or death to any number of persons in any one occurrence, and $100,000 for preperty damage, including water damage and sprinkler leakage, legal liability (if Page applicable); tire and extended coverage insurance in respect of Ten ant?s stock in trade, fixtures, furniture, furnishings, removable floor coverings, equipment, signs and all other property of Tenant in the Demisod Premises in any amounts required by any Superior Lessor or any Superior Mortgages but not less titan 80% of the full insurable value of the property covered and not less than the amount suf?cient to an oid the effect of the co-insurance provisions of the applicable policy or policies; plate glass insurance; automobile cOVerage at $1,000,000 limits, and any other insurance required for compliance with the Insurance Requirements. Tenant shall deliver to Landlord and any additional named insured(s) certi?cates for such policies, PAID for for one year at least 7 days before the Commencement Date. Tenant shall prOcure and pay fer renewals of such insurance from time to time before the expiration of any existing policy. All such policies shall be issued by companies of recognizod responsibility licensed to do business in New York and all such policies shall contain a provision whereby the same cannot be canceled unless Landlord and any additional insured(s} are given at least ten (10) days prior notice of such cancellation. 12. 03 Tenant shall not do, permit or suffer to be done any act, matter, thing or failure to act in respect of the Demised Premises or use or occupy the Demised Premises or conduct or operateTenant?s business in any manner objectionable to any insurance company or companies whereby the ?re insurance or any other insuran ce then in effect in respect to the Entire Premises or any part thereof shall become void or suSpended or whereby any premiums in reapcct of insurance maintained by landlord shall be higher than those which would annually have been in effect for the occupancy contemplated under the Permitted Uses. In case of a breach of the provisions of this Article 12.03, in addition to all other rights and remedies of landlord hereunder, Tenant shall indemnify Landlord and the Superior Lessors, and Mortgagees harm less from and against any loss which would have been covered by insurance which shall have become void or suspended because of such breach by Tenant and pay to Landlord any and all increases of premiums on any insurance, including, without limitation, Rent Insurance, resulting from any such breach 12.04 Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Mortgagees and Landlom?s partners, joint venturers, directors, officers, agents, servants and employees from and against any and all claims arising from or in connection with the conduct or management of the Demised Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the Demiscd Premises during the Term or during the period. of time, if any, prior to the Commencement Date the Tenant may have been given access to the Demised Premises; any act, omission, or negligence of Tenant or any of its subtenants or licensees, or its or their partners, joint venturers, directors, of?cers, agents, employees or contractors; any accident, injury or damage whatever (unless caused by Landlord?s negligence} occurring in the Demised Premises; and any breach or default by Tenant in the hill and prompt payment and perfonnance of Tenant?s obligations under this Lease together with all costs, expenses and liabilities incurred in or in connection with each claim or action or proceeding brought thereon, including, without limitation, all reasonable attorney?s fees and expenses. In case any action or proceeding is brought against Landlord and! or any Superior Lesser or Mortgages arid/or its or their partners, joint venturers, directors, of?cers, agents and/or employees by reason of any such claim, Tenant, upOn notice from Landlord or Superior Lessor, or Mortgages, shall resist and defend such action or pro cecding. 12.05 Neither Landlord not any Superior Lessor or Mortgages, shall be liable or reSponsible for, and Tenant hereby releases Landlord and each Superior Lessor and Mortgages, from all liability and responsibility to Tenant and any person claiming by, through er under Tenant, by way of subrogation or otherwise, for any injury, loss or damage to any person or property in or around the Demised Premises or to Tenant?s business irrespective of the cause of such injury, loss or damage, unless caused by Landlord?s negligence. 12.06 Landlord and Tenant shall each cause insurance policies carried by Landlord andfor Tenant insuring the Demised Premises against loss by ?re, liability and caused covered by standard extended policy carried by Landlord audior Tenant and insuring the Demised Premises and its ?xtures and contents against loss by fire, liability and cauSes to be Written in a manner so as to provide that the insurance company Waivcs all right to recovery by way of subrogation against the or the Tenant in connection with any loss, damage or liability covered by such policies. To the extent that such policies so provide, the parties do hereby waive the right of subro gation. Page 12 12. 07 Intentionally Omitted 12. 08 Tenants Indemnity Tenant hereby indemni?es and agrees to save Landlord, its officers, directors, employees and agents harmless from and against any and all claims, suits, proceedings actions, causes of action, responsibility, liability, demands, judgments and executions, including, without limitation, attomey?s fees and (hereinafter referred to as ?Claims?) which either result from any default, breach, violation, or non-perfonnance of this Lease or any provision of this lease by tenant; or (ii) result from occurrences of injury to or death of any persun or damage to property arising out of any work, repair, construction, reconstruction, restoration, maintenance or other work to be done hereunder, any act or omission by Tenant Or any of its partners, directors, of?cers, agents, employees or contractors, unless such Claims are caused by the, act or omission ofLandlord, or its employees, agents or contractors, or Tenant?s use and occupancy of the Premises under this Lease. In case any action or proceeding is brought against Landlord andi?or its partners, directors, of?cers, agent andi?or employees by reason of any such'clairn, tenant, upon notice from Landlord shall resist and defend such action or proceeding, at Tenant?s sole cost and expense. ARTICLE 13 - RULES AND 13.01 Tenant and its employees and agents shall faithfully observe and comply with the Rules and Regulations in Exhibit annexed hereto and such reasonable changes therein as Landlord may from time to time herea?er make and to Tenant, which in the Landlord?s judgment, shall be necessary for the reputation, safety, care or appearance of the Entire Premises, or the preservation of good order therein, or the operation or maintenance of the Building or its equipment and ?xtures, or the Common Areas. ARTICLE 14 dc 14.01 EKCept for decorative or cosmetic changes, Tenant shall not make any alterations or additions, or make any holes or cuts in the exterior walls, ceilings, roofs, 0r ?oors, or change the exterior color or architectural treatment of the Deinised Premises without on each occasion ?rst obtaining thehconsent of Landlord, which consent shall not be unreasonably be Withheld. Tenant shall submit to Landlord plans and specifications for such work: at the time Landlord?s consent is sought. Tenant shall fully and comply with and observe the Rules and Regulations in force with respect to the making of alterations. Any review or approyal by Land10rd of any plans andfor Speci?cations with respect to any alterations is solely for Landlord?s bene?t, and without any representation or warranty whatsoever to Tenant in respect to the adequacy, correctness or ef?ciency thereof otherwise. 14.02 To the extent that Tenant is required to do so under applicable law, Tenant shall obtain all necessary governmental permits and certificates for the commencement and prosecution of permitted alterations and for final approval thereof upon completion, and shall cause alterations to be performed in compliance with all applicable Legal Requirements and Insurance Requirements. Alterations shall be diligently performed in a good and workinanlilce mariner, using new materials and equipment at least equal in quality and class to the better of the original installations of the Building, or the then standards for the Building established by Landlord. Alterations shall belperformed by Tenant?s personnel or contractors. Alterations shall be made in such manner as not to un?reasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance, repair er operation of the Building. Throughout the making of alterations, Tenant shall carry, or cause to be carried, workmen?s compensation insurance in statutory limits and general liability insurance, with completed operation endorsement, for any occurrence in or about the Building, under which Landlord and its managing agent and any Superior Lessor whose name and address shall previously have been furnished to Tenant shall be names as parties insured in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of alterations and, on request, at reasonable intervals thereafter during the making of alterations. 14.03 Tenant?s duty to repair, maintain and replace notwithstanding anything in this Lease to the contrary, the Tenant Page u- 13 sh all repair and maintain, at its sole cost and eicpense, the Demised Premises including, without limitation heating and air conditioning equipment, lighting fixtures, electrical and water conduits and air ducts which are located inside and which exclusively service the Demiscs Premises, in good working order throughout the term of this Lease and any renewals hereof. In addition to the foregoing, the Tenant, for and in consideration of the rent due pursuant to this agreement, agrees to replace any equipment, ?xmres, piping or the like used exclusively within the Demises Premises as the same may be necessary or required, as determined by the judgement of the Tenant Notwithstanding the foregoing, Landlord shall be responsible ?ll? the inspection, operation, maintenance, repair and/or replacement of the heating and air conditioning equipment, including the furnace, and any other mechanicals, which are located within the Demised PremiSes but which are in common with the other portion(s) of the building. Tenant shall pay it prorata share, based upon leased square footage, for the expenses associated with same, unless such inspection, operation, maintenance, repair and/r or replacement costs are disprOpOrtionately attributable to use and/?or neglect of other Tenant(s). ARTICLE 15 AND PROPERTY 15-01 All ?xtures, improvements and appurtenances attached to or built into the Demiscd Premises at the commencement of or during the Term, whether or not by or at the expense of Tenant, shall be and remain a part of the Demised Premises, shall be deemed to be property of Landlord and shall not be removed by Tenant, except as provided in Article 15 02. 15 -02 All trade ?xtures and other equipment andfor appliances, whether or not attached to or built into the Demised Premises, which are installed in the Demised Premises by or for the account of Tenant without expense to Landlord and can be remoyed without striJctural damage to the Building, and all other movable personal preperty snared by Tenant and located in the Demised Premises (collectively, Tenant? Property shall remain the property of Tenant and may be removed. by Tenant at any time during the Term; provided that if any of the Tenant?s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Demised Premises the Building or the Exterior Common Areas resulting from the installation andfor removal thereof. Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant, Tenant without errpense to Landlord, shall not be considered as the Tenant?s Property and shall be deemed the property of Landlord All duct WOrlt, ceilings, electric distribution and lighting shall not be considered trade fixtures. 15. 03 At or befOre the EXpiration Date or the date of any earlier termination of this Lease, or within 30 days after such an earlier termination date, Tenant shall remove from the Demised Premises all of the Tenant?s Property (except such items thereof as Landlord shall have expressly permitted to remain, which property shall become the property of Landlord if not removed), and Tenant shall repair any damage to the Demised Premises, the Building and the Exterior Common Areas resulting from any installation and/0r removal of the Tenant?s Property. Any items of the Tenant?s Property which shall remain in the Demised Premises after the EXpiration Date or after a period of 30 days following an earlier termination date, may, at the Option of Landlord, be deemed to have been abandoned, and in such case items may be retained by Landlord as its preperty or disposed of by Landlord, without accountability, in such manner as Landlord shall determine at Tenant?s Exp arms 15. 04 The Lease Agreement will be deemed executon only to the extent of the monies ayailable to the Tenant for the performance of its terms, and no 15thth liability will be incurred by the Tenant beyond the monies available during the entire term of the Lease Agreement. However, should the Tenant terminate the Lease Agreement prior to the expiration of the initial Eye?{Safi?een {151 year term, ther. in that event liquidated damages equal to one (1) year?s base rent in the amount calculated at such time shall be due to the Landlord. See Exhibit B. ARTICLE 16 - REPAIRS AND MAINTENANCE 16.01 Landlord shall make necessary structural repairs to the Demised Premises (but excluding plate glass, store fronts, showcases and signs, all of which shall be the responsibility of Tenant) and shall keep in good condition and repair the foundations below and roof above Demised Premises. Landlord shall not be required to make any such repairs where Page ~14 . caused or occasioned by any negligence of Tenant, any subtenant or concessionaire of Tenant, or any of their officers, employees, agents, customers, invitees or contractors. Landlord shall not be required to commence any obligated repair until notice shall be received from Tenant specifying the nature of the problem requiring the repair. The provisions of this Article 16.01 shall not apply in the case of damage by ?re or other casualty 0r eminent domain, in which case the obligations of the parties shall be as provided in other Articles of this Lease. 16. 02 Except for repairs required to be performed by Landlord under Article 15.01, Tenant shall make all repairs and replacements to and shall keep clean, neat, safe, sanitary, in good order, repair and condition (including all painting and decorating necessary to maintain at all times a clean and appearance) and free of vermin, the Demised Premises, including, without limitation, any equipment, facilities and fixtures therein, and any installations above the ceiling or below the floor of the Dcrnised Premises which serve the Demised Premises. In making repairs, Tenant shall use materials of first-quality. The provisions of Article 16. 02, shall not apply in the case of damage by ?re or other casualty or by eminent domain, in which case the obligations of the parties shall be as provided in other Articles of this Lease. 16. 03 Except as otherwise expressly provided in this Lease, Landlord shall have do liability to Tenant, nor shall Tenant?s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any moonvenience, annoyance, interruption or injury to business arising from Landlord?s making any repairs or changes which Landlord is required or permitted by this Lease, or required by Law, to make in or to any portion of the Entire Premises. 15. 04 The parties agree that Tenant will have a full and fair opportunity before the commencement of the lease term to inepect and/or test the Demised Premises, and that the Demised Premises are being leased ARTICLE. 17 - UTILITIES. HEAT, AIR 17 . 01 Tenant shall heat and air condition, and shall provide all necessary hot water for, the Demised Premises. The HVAC system will remain as currently con?gured, except as provided in Article 1 01(l8}, and will be used to service both the Tenant and any tenant occupying the space in the remaining portion of the Lahey Pavilion. The energy costs for operating the system will be shared on a square footage basis among all the tenants of the building. Landlord shall make arrangements for and shall cause all prepane to be furnished to the building, subject to reimbursement by Tenant on the square footage basis hereinbefore stated. Except as hereinbefore provided, Landlord shall not be liable to Ten ants in damages or otherwise far any failure of Tenant to make arrangements for or to obtain any utilities or services or for any failure of Tenant to heat or air condition, or to provide hot water for, the Demised Premises. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any such failure or for any interruption or curtailment of any such utilities or services, and no such failure, interruption or curtaihnent shall constitute a constructive or partial eviction Tenant shall not permit or suffer any utility facility to be overloaded. 1 7 .02 Tenant shall pay directly to the utility companies, as and when due all separately metered or assessed charges for utilities and services used or consumed in or in connection with the Demised Premises, including, without limitation, water, sewer, electricity, steam and heated andfor chilled water. ARTICLE 18 LIENS AND 18.01 Nothing contained in this Lease shall be deemed, construed or interpreted to imply any consent or agreement on the part of the Landlord to subject Landlord's interest or estate to any liability under any mechanic's or other lien law. If mechanic's or other lien or any notice of intention to file a lien is filed against the Entire Premise, or any part thereof, or the Demise-d Premises or any part thereof, for any work, labor, services or materials claimed to have been performed or furnished for or on behalf of Tenant or? anyone holding any part of the Demiscd Premises through or under Tenant, Tenant shall cause same to cancel and discharge of record by payment, bond or order of a court of competent juris diction within 15 days after notice by Landlord to Tenant. ARTICLE 19 ACCESS AND NAIVDE Page - 15 1901 Except for the space within the inside surfaces of all walls, hung ceilings, floom, windows and doors bounding the Demised Premises, all of the Building, including, without limitation, exterior Building Walls and any space in or adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities and the use thereof, as well as access thereto through the Demised Premises for the purpose of operation, maintenance and decoration and repair, except as provided in Article 17, are reserved to Landlord. Landlord also reserves the rights, and Tenant shall permit Landlord, to install, erect, use and maintain pipes, ducts and conduits in and through the Demised Premises, so as not to diminish Tenant?s useable floor area. Tenant shall have no access to attic Space. 19 . 02 LandJOrd audits agents shall have the right to enter and/or pass through Demised Premises at reasonable time or times and upon reasonable noticeto Tenant, when Tenant is opened for business (except in cases of emergency): to examine the Demised Premises and to them to actual and prospective Superior Lessors, Superior Mortgages er prospective purchases of the Building, and make such repairs, alterations, additions and hnproyements in or to the Demised Premises andfor to the Building or its facilities and equipment as Landlord is required or desires to make, Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required in connection therewith, without any liability to Tenant and Without any reductiOn of Tenant's obligation hereunder. During the period of 3 months prior to the Expiration Date, Landlord and its agents may exhibit the Demised Premises to ProSpective Tenants, at reasonable times. Tenant shall provide Landlord with a key to the Demised Premises. 19. 03 If during the last monthof the Term, Tenant has remov ed all or substantially all of the Tenants Property from the Demised Premises, Landlord may, Without notice to Tenant, immediately enter the Demised Premises and alter, renoyate and decorate the same withoot liability to Tenant and without reducing or otherwise affecting Tenant's obligations hereunder. 19 04 Landlord may adopt any name for the Entire Premisos or the building and may change the name andi?or address of the Entire Premises or the Building at any time. OF LAN DLORD 20. 01 Neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant, and Tenant shall indemnify and hold Landlord harmless for any loss, injury expense, or damage to Tenant Or to any other Person, or to its or their preperty irrespective of the cause of such injury, damage or loss, unless and only to the eldest, said injury, loss or damage is caused by 0r resulting ?om the'negligent and/or intentional acts and/or omissions of Landlord, its agents, soryants or employees in the Operation or mamtenance of the Entire Premises. Further, neither Landlord nor any partner, joint venturer, director, of?cer, agent, servant, or employee of Landlord shall be liable for any such damage caused by other Tenants or Persons in, upon or about the Entire Premieres, or caused by operations in construction of any private, public or quasi-public work even if negligent, for consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant. 20.02 Notvsathstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and. to the Entire Premises (or the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any ?nancing or refinancing thereof) in the eyent of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas, and Tenant further agrees that any liability of Landlord arising out of this Lease shall be limited to such estate and property of Landlord or sale proceeds). No other preperties or asset of Landlord or any partner, joint yenturer, director, officer, agent, seert or employee of LandIOrd shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall Page ~16 release such lien on or interest in such other prOperties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys. ARTICLE 21 DAMA GE OR DES TRUCTION 21 -01 Tenant shall give prompt notice to Landlord in case of any damage to the Demised Premises by fire or other casualty. If the Demised Premises shall be damaged by fire or other casualty to the extent of more than 25% of the cost of replacement thereof, or the Building shall be damaged by fire or other casualty to the extent of more than 25% of the aggregate cost of replacement of the Building or the Building shall be darn-aged by ?re or other casualty and either the loss shall not be covered by Landlord?s insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining same) shall, by reasonable anticipation, be insufficient to pay for the repair or restoration WOrk to be done by Landlord, or the Demised Premises shall be damaged by ?re or other casualty to the extent of more than 10% of the cost of replacement thereof during the last year of the Term, then in any such event Landlord may terminate this Lease by notice given Within 90 days after such event, and upon the date speci?ed in such notice, Which date shall not be less than 30 days not more than 60 days after the giving of said notice, this Lease shall terminate. If the Demised Premises shall be damaged by ?re or other casualty to the extent of more than 10% of the cost of replacement thereof during the last year of the Term, Tenant may terminate this Lease by notice given bef0re Land10rd commences any repair or restoration work and in any event within 30 days after such damage and this Lease shall terminate upon the giving of such notice. If any damage by ?re or other casualty shall render the Demised Premises untenantable, in whole Or in part, a proportionate abatement of the Fixed Rent based upon Floor Space rendered untenantable, shall be allowed from the date when damage occurred until substantial completion of the repair or restoration work to be done by Landlord in the Demised Premises, or, in the event Landlord or Tenant elects to terminate this Lease, until said date of termination. If this Lease shall not be terminated after damage by fire or other casualty, Landlord shall, after receipt of the insurance proceeds for such damage or as soon as practicable in the event that maurance proceeds shall not be available, proceed with the restoration of the Demised Premises and the Building substantially the condition in which the same existed prior to the damage with such changes as Landlord may desire to make, and Tenant shall proceed with the restoration or replacement of Tenant?s sto cl< in trade, trade fortress, furniture, furnishings, removable ?oor coverings, equipment, signs and all other preperty of Tenant and decorations in and around the Demised Premises. 21. 02 Notwithstanding any of the foregoing provisions of this Article 21, if solely by reason of some intentional act or omission on the part of the Tenant or any of its subtenants or its or their partners, directors, of?cers, servants, employees, agents or contractors, either Landlord or any Superior Lessor or any Superior Mortgages shall be unable to collect all of the insurance proceeds (including, without limitation, Rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by ?re or other casualty, 0r the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of ?re or other casualty, then without prejudice to any other remedies winch may be available against Tenant, there shall be no abatement or reduction of the Rent Further, nothing contained in this Article 21 shall relieve Tenant against any liability that may exist as a result of any damage or destruction by fire or other casualty. ARTICLE 22 DQMAJM 22. 01 If the whole of the Demised premises shall be taken by any public or quasi-public authority under the power of condemnation, eminent domain or eXpropriation, or in the event of conveyance of the whole of the Demised PremiSes in lieu thereof, this Lease shall terminate as of the day possession shall be taken by such authority. If 25% or less of the Floor Space of the Demisled Premises shall be so talten or conveyed, this Lease shall tor-inmate only in respect of the part so taken or conveyed as of the day possession shall be taken by such antherity. If more than 25% of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall terminate only in reSpect of the part so taken or conveyed as of the day possession shall be taken by such authority, but either party shall have the right to terminate this Lease Upon notice given to the other party within 30 days after such taking possession. If more than 25% of the Floor Space of the Building shall be so taken or conveyed, Landlord, may by notice to Tenant, terminate this Lease as of the day possession shall be Page - l7 taken. If so much of the Parking facilities shall be so taken or conveyed that the member of parking spaces necessary, in Landlord?s reasonable judgment, for the continued operation of the Building or the Entire Premises shall not be available, landlcud may, by notice to Tenant, terminate this Lease as of the day possession shall be taken on no less than sixty (60) days prior notice. If this Lease shall continue in effect as to any portion of the Demised premises not so taken or conveyed, the Rent shall be computed as of the day possession shall be taken on the basis of the remaining Floor Space of the Demised PremiSes. Except as specifically provided herein, in the event of any such taking or conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, landlord shall, at its expense, but only to the extent of the net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the irnprovements'talren or conveyed (excluding any award or other compensation for land or for the unexpired portion of the term of any Superior Lease), make all necessary alterations so as to constitute the remaining Building a complete architectural and ten antable unit, and Tenant shall make all alterations or replacements to its stock71n~trade, trade ?xtures, furnitme, furnishings, removable floor coverings, equipment, signs and all other property of Tenant and decorations in and around the Demised Premises. All swords and compensation for any taking or conveyance, whether for the whole or part of the Entire premises, the DemiSed premises or otherwise, shall be property of landlord, and Tenant hereby assigns to Landlord all of Tenant?s right, title, and interest in and to any and all such awards and compensation, including, without limitation, any award on compensation for the value of the expired portion of the Term. Tenant shall be entitled to claim, prove and receive in the condemnation proceeding such stand or compensation as may be allowod for its trade and for loss of business, good will, and depreciation or injury to and cost of removal of stock in trade, but only if such award or compensation shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award or compensation made by it to LandIOrd 22. 02 If the temporary use or occup ancy of all or any part of the Demised Premises shall be taken during the Term, Tenant Shall be entitled, except as hereinafter set feith, to receive that portion of the award or payment for such takin which represents compensation for the use and occupancy of the Demised Premises, for the taking of enant?s Property and for moving chip crises, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Demised Premises. This Lease shall be and. remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligatiOns hereunder insofar as such obligations are not affected by such taking and shall continue to pay the Rent in full when due. If the period of temporary use and occupancy shall extend beyond the Expiration Date, that part of the award or payment which represents compensation for the use and occupancy of the Demised Premises (or a part thereot) shall be divided between Landlord and Tenant so that Tenant shall receive (except as otherwise provided below) so much thereof as represents compensation for the period up to and including the Expiration Date and Landlord shall receive as much thereof as represents compensation for the period after the Bapiration Date All monies to be paid to Tenant as, or part of, an award or payment for temporary use and occupancy for a period beyond the date to which the Rent has been paid shall be received, held and applied by the First Superior Mortgages (or if there is no Superior Mortgagee, by Landlord} as a trust fund for payment of the Rent becoming due hereunder. ARTICLE 23 - SURRENDER 2301 On the Espiration Date, or upon any earlier termination of this Lease, or upon any reuentry by Landlord upon the Darn ised Premises, Tenant shall quit and. surrender the Demised Premises to Landlord ?hroom-clean? and in good order, condition and repair, except for ordinary wear and tear and such damages or destruction as Landlord is required to repair or restore under this Lease, and Tenant shall remove all of Tenant?s property there from except as otherwise expressly provided in this Lease 23 .02 If Tenant remains in possession of the Demised Premises a?er the expiration of the Term, Tenant shall be deemed to be occupying the Demised PremiSes as a Tenant from month to month at the sufferance of Landlord subject to all of the provisions of this Lease, except that the Fixed Rent shall be the Fixed Rent in effect during the last month of the term. 23 .03 No not or thing done by Landlord or its agents shall be deemed an acceptance or surrender of the Demise-d Premises, and no agreement to accept such smrender shall be valid unless in writing and signed by Landlord Page 18 . ARTICLE 24 - DEFAULT 24.01 This Lease and the Term and estate granted are subject inter alia to the Imitation that wheneyer Tenant shall make an assignment for the bene?t of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is filed against Tenant, or Whenever a petition shall be filed by or against Tenant seelring any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under any present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall seek; or consent to or acquiesce in the appointinent of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or whenever a permanent or temporary receiver of Tenant or of, or fer, the prOperty of Tenant shall be appointed, or if Tenant shall plead bankruptcy or insolvency as a defense in any action or proceeding, then Landlord, at any time a?er receipt of notice of the occurrence of any such event, or if such event occurs without the consent of Tenant, at any time after the event continues for thirty (3 0) days may give Tenant a notice of intention to end the Term at the expiration of thirty (3 0) days from the service of such notice of intention, and upon the aspiration of said thirty (3 0) days from the period, this Lease and the term hereby granted whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the last day of the Lease term hereof, but Tenant shall remain liable for damages as provided in this Lease. 24. 02 FURTHER LIMITATION: This Lease and the Terms and estate hereby granted are subject to the further limitation that, whenever Tenant shall default in the payment of any installment of Annual Fined Rental, or in the payment of any other sums payable from Tenant to Landlord under this Lease as additional rent, on any day upon which the same shall be due and payable and such default shall continue for ten (10) days after the giving of written notice thereof by Landlord, or whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any of Tenant?s obligations hereunder, and if such Situation shall continue and shall not be remedied by Tenant within twenty (20) days after Landlord shall hays given to Tenant a written notice specifying the same, or in the case of a happening of default which cannot with due diligence be cured within a period of twenty (20) days and the continuance of which for the period required for cure will not subject Landlord to the risk of criminal liability or termination of any superior Leaso or foreclosure of any Superior Mortgage, if Tenant shall not duly institute within such twenty (20) day period and and diligently prosecute to completion all steps necessary to remedy the same, or whenever any event shall occur or any contingency shall arise whereby this Lease or any interest therein or the estate hereby granted or any portion thereof or the unexpired balance of the Term hereof would, by operation of Law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted in this Lease, then in any such event covered by Subsections a, b, OI c, of this paragraph at any time thereafter, Landlord may give to Tenant a notice of intention to end the Term of this Lease at the expiration of seVen (?)days from the date of service of such notice of intention, and upon the expiration of said seven (7) days this Lease and the Term and estate hereby granted, whether, or - not the Term shall theretofore have commenced, shall terminate with the same effect as if that day were the last day of the lease term hereof, but Tenant shall remain liable for damages as provided. During the pendency of any proceedings brought by Landlord to recover possess-ion by memo of default, Tenant shall continue all money payments required to be made to landlord, and Landlord may accept such payments fer use and occupancy of the premises, in such event Tenant waives its right in such proceedings to claim as a defense that the receipt of such money payments by Landlord constitutes a waivor by Landlord of such default, ARTICLE 25 - BY LANDLORD DEFAULT PROVISIONS 25.01 If this Lease shall terminate for any reason whatsoever, Landlord or Landlord?s agents and employees may without further notice, immediately or at any time thereafter, enter upon and reenter the Premises, or any part thereof, and possess or re?possess itself thereof by either summary dispossess proceedings, ejectment, or by any suitable action or proceeding at law or by agreement, and may diapossess and remove Tenant and all other persons and property from the Premises without being liable to indictment, prosecution or damages therefore, and may repossess the same, and remove any persons therefrom, to the end that landlord may have, hold and enjoy the Premises and the right to receive all rental income again as and of its first estate and interest therein. The words ?enter? or ?re-enter?, ?possess? or ?repossess? as herein need, are not Page 19 restricted to their technical legal meaning. In the event of any termination of this Lease under the provisrons of this Article, or re-enby under this paragraph er in the event of the termination of this Lease, or of re?entry by summary disp ossese proceedings, ejectment or any suitable action or proceedings at law, or by agreement, or by force or otherwise, by reason of default hereunder on the part of the Tenant, Tenant shall thereupon pay to Landlord the Annual Fixed Rental and any additional rent due up to the time of such tennination of this lease or of such recovery of possession of the premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided herein. gamete as - I GES 26.01 if this Lease is terminated under the provisions of Article 24; or if LandIOrd shall re-enter the Premises under the provisions of Article 25, or in the event of the termination of this Lease, or-of reen?oiy by summary proceedings, ejectrnerrt or by any suitable action or proceeding at law, or by agreement, or by force or otherwise, by reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord as damages, on demand, a sum equal to the Annual iXed Rent and the Additional Rent (conclusively presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination) payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Premises, payable but otherwise upon the terms therefore sp eci?ed herein following Such termination or such reentry and until the espiration of the Term, provided, hosyever, that if Landlord shall relet the Premises or any portion or portions thereof during said period, Landlord shall credit Tenant with the net rents received by Landlord from such rel ettin g, such net rents to be determined by ?rst deducting from the gross rents as and when received. by Landlord from such reletting, the expens es? incurred or paid by Landlord in terminating this Lease or in re-entering the Premises and in securing possession thereof, as well as the reasonable expenses of reletting, including altering and preparing the Premises or any portion or portions thereof for new tenants, brokers? commissions, advertising capenses, attorneys' fees, and all other espenses properly chargeable against the Premises and the rental therefrom: it being understood that any such reletting may be for a period shorter or longer than the remaining Term of this Lease, but in no event shall Tenant be entitled to receivo any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled, in any suit for the collection of damages pursuant to this Subsection, to a credit in respect of any net rents from a reletting, except to the event that such net rents are actually received by Landkud. If the Premises or any part thereof should be relet in combination with other space, then proper appertionrnent shall be made of the rent received from such reletting and of the expenses of reletting. 26 02 lithe Premises or any part thereof be relet by Lanlerd for the unexpired portion of this Tenn, or any part thereof, before presentation of the proof of such damages to any court, commission, or tribunal, the amount of rent reserved upon such reletting shall, conclusively, be fair and reasonable rental value of the Premises, or part thereof, so relet during the term ofreletting. Laudlwd however, shall have no liability for its inability to mitigate the damages by seeking to relet the Premises and it shall in no event and in no way be responsible or liable for any failure to relet the Premises or any part thereof or for failure to collect any rent due upon any such reletting. 26. 03 Suit or suits for recovery of such damages or any installments thereof may be brought by Landlord at anytime and from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term would hays expired if it had not been so terminated under the provisions of Article 24, or under any provision of law, or had LandIOrd not re?entered the Demised Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums (it damages, in addition to the damages particularly provided above, that Landlord may lawfully be entitled to by reason of any fault hereunder on the part of the Tenant. 26. 04 Nothing herein contained shall be construed to limit or prejudice the right of Landlord to provide for and obtain as damages by reason of the termination of this Lease or re-entry on the Demised Premises for the default of Tenant under this Lease an amount equal to the maximum allowed by any statue or rule of law in effect at this time then governing the proceedings in which such damages are to be proved whether or not such amount be greater than, equal to, or less than any of the sums referred to in Article 26.01. 26.05 In addition, if this Lease id terminated under the provisions of Article 24, or if Landlord shall re?enter the DemiSed Page 20 i Premises under the provisions of Article 25 Tenant covenants that: the Demised Premises then shall be in the same condition as that in which Tenant has agreed to surrender the same to Landlord at the Expiration Date; Tenant shall have performed prior to any such termination any obligation of Tenant contained in this Lease for making of any alteration Or fer restoring or rebuilding the Dcrnised Premises or the Building, or any part thereof; and for the breach of any covenant of Tenant set forth above in this Article 26.05, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay as and for liquidated damages therefore, the reasonable cost of performing such covenant (as estimated by an independent contractor selected by Landlord). 26 . 06 In addition to any other remedies Landlord may have under this Lease, and without reducing or adversely affecting any of Landlord's right and remedies under this Article 26, if any damages payable hereunder by Tenant to Landlord are not paid within thirty (3 0) days after due, the same shall bear interest at the rate of 1 1/2% per month or the maximum rate permitted by law, whichever is less, from the due date thereof until paid, and the amounts of such interest shall be Additional Charges hereunder. ARTICLE - AFFRMATWE 27.01 Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or law, to redeem the Demised Premises or to have a continuance of this Lease after being dispossessed or ejected from the Demised Promised by process of law or under the terms of this Lease or after the termination of this Lease as provided in this Lease. 27. 02 Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant and Tenant's use or occupancy of the Demised Premises and use of the Common Areas, including without limitation any claim or injury or damage, and any emergency and other statutory remedy with respect thereto. ARTICLE 28 NO WAIVERS 28.01 The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Lease, or to cx'ercisc any election herein contained, shall not be construed as a waiver or reliriquishrnent for the future of performance of such one or more obligations of this Lease or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord of Fixed Rent, Percentage Rent or Additional Charges with knowledge of Breach by Tenant of any obligation of this Lease shall not be deemed a waiver of such breach. ARTICLE 29 - DEFAULTS 29.01 IfTenant shall default in the performance of any of Tenant's obligations under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform same for the account and at the espense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of 20 days from the date Landlord giy es Tenant written notice of the default. Bills for any expense incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable costs, citpenses and disbursements of every kind and nature whatsoever, including reasonable attorneys? fees and expenses, involwd in collection or endeavoring to collect the Rent or any part thereof or enforcin or endeavorin to enforce any rights against Tenant or Tenants obligations hereunder, under 01" in connection with this Lease or pursuant to law, including any such cost, attorneys' fees, expense and disbursement involved in instituting and prosecuting summary proceedings or in . recovering possession of the Dcrnised Premises after default by Tenant or upon the expiration of the Term or sooner termination of this Lease, may be sent by Landlord to Tenant or immediately, at Landlord's Option, and such amounts shall be due and payable in accordance with the terms of such bills. In addition, all reasonable costs, attorneys' fees, expenses and disbursements incurred by Landlord in connection with the institution and prosecution of summary proceedings or any action or proceeding to recover possession or damages, or otherwise enforce its rights arising from this Page ?21 - Lease, shall be recoverable from Tenant in said action or proceeding. ARTICLE 30 - BROKER 30.01 Both parties represent that NO BROKERS were instrumental in bringing about or consummating this Lease, and that they no conVersations or negotiations with any (other) broker concerning the leasing of the Demised Premises. Each party agrees to indemnify and hold harmless the other against and horn any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, attorney?s fees and expenses arising out of any conversations or negotiations had by Tenant with any (other) broker. 3 - NOTICES 3101 Any notice, statement, demand, consent, approval Or other communication required or permitted to be given, rendered or made by either party to the other, pursuant to this Lease or pursuant to any applicable Legal Requirement, shall be in Writing (whether or not so stated elsewhere in this Lease) and shall be deemed to have been properly given, rendered or made only if delivered in person or if sent 1) by registered or certi?ed mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, or (2) by Espress Mail, or (3) overnight courier or delivery service which provides written proof of delivery, addressed to the other party at the address hereinabove set forth and shall be deemed to have been given, rendered or made on the day of delivery in person or if sent, on the third business day after the day of delivery in person or if sent, on the next business day after the day so sent. Either party may, by notice as aforesaid, designate a different address of or addresses for notices, statements, demands, consents, approvals or other communications intended for it. Notices from Landlord's attorney to Tenant shall be deemed equally as effective as if they were from Landlord directly. All notices statements, demands, consents, approvals or other communications, as specified herein, to Tenant shall also be addressed to the County Executive and shall also be sent to the Putnam County Attorney, 48 Gleneida Avenue, Carmel, New York 10512 1 ARTICLE 32 - ESTOPPEL CERTIFICATES 32. 01 Each party shall, at any time and from time to time, as required by the other party, up on not less than twenty (20) days prior notice execute and deliver to the requesting party a statement certifying that this Lease is unmodi?ed and in full force and effect (or if there hays been modi?cations, that the same is in full force and effect as modified and stating the mo ditications), certifying the dates to which the Fixed Rent and Additional Charges have been paid, stating whether or not, to the best knowledge of the party giving the statement, the requesting party is in default of performance of any of its obligations under this Lease and if so, Specifying each such default of which the party giving the statement shall have knowledge, and stating whether or not, to the best Knowledge of the party giving the statement, any event has occurred which with the giving of notice or passage of time, or both, would constitute such a default of the requesting party, and if so, specifying each such event; and such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certi?cate and by others with whom such party may be dealing, regardless of independent investigations. Tenant also shall mclude in any such statement such other information concerning this Lease as Landlord may reasonably request. Failure ofthe Tenant to execute and deliver the statement within the twenty (20) days notice period shall be a default of this Lease. Upon such default, Landlord, among other remedies, shall have the benefit of the provisions of Article 32.02 below. 32. 02 in the event Tenant shall fail or refuse to execute and deliver to landlord the statement required in Article 3201 above, Tenant hereby irrevocably appoints landlord as its attomey?in?fact with bill power and authority to execute and deliver such statement in the name of Tenant, or Landlord may treat such failure on the part of Tenant as a default. ARTICLE 33 - Option to st oases 33.01 Tenant shall have the Option to Purchase the Demised Premises designated as an approximate 6000 square foot Section of the Lahey PaviliOn, (?Space?) on the Site Plan, along with a then determined area of real property directly Page 22 appurtenant thereto The Tenant may elect to do so and shall notify Landlord of said intention after the expiration of the initial 5] year Lease Term and prior to the expiration of the period Tenant can exercise the Option to Purchase only during a period of time when it has an existing and valid lease for the Demised Premises, is current with all Rent and Additional Rent payments and is not in default. Tenant must provide Landlord with a minimum of one hundred and twenty {120) days written notice prior to the aspiration of the then?enerth Option tenn. - 33 .02 If Tenant desires to purchase the DemiSed PremiSes, it shall give written notice of its intent to the Landlord. In the event Tenant exercises its option to purchase the Demiscd Premises, the purchase price (the "Purchase Price?) shall be the fair market value of same at the time Tenant so elects to purchase the Demised Premises all things considered, including the then remaining term of the Lease: The Landlord and Tenant shall have thirty (3 0) days to agree upon the Purchase Price following receipt by Landlord of Tenant?s notice. 33 . 03 Once the Purchase Price is determined, the parties shall execute a contract of sale mutually agreeable to the parties which contract of sale shall provide that: the Property shall be delivered free and clear of any and aliens, (ii) shall provide a closing within (90) days of the date of execution thereof, and shall contain such other commercially reasonable terms as are then customary in the sale of a commercial property in Putnam County. If the parties are unable, despite using good faith reasonable efforts, to agree up on a contract of sale and the terms thereof within ninety (90) days following the receipt of Tenant?s notice to purchaSe, upon aspiration of such ninety (90) day period, the Tenant shall has no further right to purchaSe the Building and Tenant?s rights granted pursuant to this Article 3 3 shall be null and void and of no ?nther force and effect and Landlord shall thereafter be free to sell the Building to any third party Purchaser 33 . 04 In the event the Landlord and Tenant are unable to agree on the Purchase Price, The Purchase Price shall be determined as hereinafter set forth. For all purposes of this Lease, the Purchase Price shall be determined by the followm procedure: a If Landlord and Tenant hays not agreed upon the Purchase Price within the thirty (30) day period as set forth above, each shall, within ?fteen (1 5] days thereafter, designate an independent appraiser of recognized competence for sale of real estate comparable to the Demised Premises (?initial Appraisers?) by written notice served upon the other. b. The Initial Appraisers shall confer and attempt to agree upon the Purchase Price during the ensuring thirty (3 0) day period and any such agreed Purchase Price shall be conclusive for purposes hereof. I?either Landlord or Tenant fails to designate an appraiser as set forth in Suhparagraph aboyc, the determination of the Purchase Price by the appraiser designated by the other shall be conclusive for purposes hereof. c. If the Initial Appraisers cannot so agree within such thirty (3 0) day period, they shall each prepare a written determination of the Purchase Price and jointly designate a disinterested appraiser (?Additional AppraiSer?) The Additional Appraiser shall make a written determination of the Purchase Price within thirty (30) days from the date of his designation. Thereafter, the three (3) appraisals shall be averaged and such average shall be conclusive as the Purchase Price for purposes hereof. Each Appraisers so chosen shall have a minimum of ?fteen (15) years? eXperience in appraising commercial real estate in Putnam County. d. If the Initial Appraisers do not designate the Additional Appraiser within the appropriate time period, he shall be designated by the President of The American Institute of Real Estate Appraisers, or its then successor organization or, if no such organization exists, the President of the Real Estate Board of New York, Inc. or is successor organization. c. All costs of Appraisal, other than the costs of the Initial Appraisers which shall be borne by the party choosing each such appraiser, shall be totaled and shared equally between Landlord and Tenant. f. in determining the Purchase Price, the appraisers shall consider all things relative to the Space and the transaction including, but not limited to, the Rent being paid by Tenant in the Space, the condition of-the Space, the impact that a sale of the Space would have on real estate taxes and other charges against the Building, the remaining term of the Page 23 Lease and the sale price of other comparable real estate taxes in the area g. Tenant may not assign this Option to Purchase to any affiliate or any entity controlling Tenant, controlled by Tenant or under common control with Tenant. 33 05 Should the Tenant exercise its Option to Purchase: a The Tenant shall be responsible for obtaining any and all required approvals, including condominium approval for the Premises. b. The Landlord shall transfer to the Tenant an easement for the purpose of ingress and egress, which such location shall be determined, but shall be to the parties? mutual satisfaction. c. The Landlord shall transfer to the Tenant an easement required for the parking area. which shall be to the parties? mutual satisfaction. ARTICLE 34 RECORDING OF LEASE 34.01 Tenant shall not record this lease and attempt to do so shall constitute a default. However, at the request of the Landlord, Tenant shall execute, acknowledge and deliver to Landlord a memorandum of Lease with respect to this Lease suf?cient for recording. Such memorandum shall not be deemed to change or otherwise affect any of the obligations or provisions of this Lease. Whichever party records such memorandum of Lease shall pay all recording costs and expenses, including taxes due upon such recording ARTICLE 35 - MSCELLANEOUS 3 5.01 Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, to the extent that: the same are expressly set forth in this Lease or. in any other written agreement(s) which may be made between the parties concurrently with the execution and delivery of this Lease. All understandings and agreements heretofore had between the parties are merged in this Lease and any other Written agreementfs) made concurrently herewith, which alone fully and completely eXpress the agreement of the parties and which are entered into after full iriyestigation. Neither party has relied upon any statement or representation not embodied in this Lease or in any other written agreement(s) made concurrently herewith. 35 02 No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of abandonrn cut is sought. 3 5 .03 If Tenant shall at any tirne? request Landlord to sublet or let the Demised Premises for Tenant?s account, Landlord is authorized to do so, without releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord of any liability for loss or damage to any of the Tenant's Property in connection with such subletting or letting 3 5.04 Except as otherwise expressly provided in this Lease, the obligation under this Lease shall bind and bene?t the successors and assigns of the parties hereto wi?i the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that no violation of the provisions of Article 10 shall operate to Vest any rights in any successOr or assignee of Tenant and the provisions of this Article 3 5.04 shall not be construed as modifying the provisions contained in Article 24. 35.05 Except for Tenants obligations to pay Rent, the times for which are of the Essence of this agreement, the time for Landlord or Tenant, as the case may he, to perform any of its respective obligations hereunder shall be extended if and to the extent that the performance thereof shall be prevented due to any strikes, lochouts, civil commotions, warlike Page 24 operations, invasions, rebellions, hostilities, military 0r usurped power, governmental regulations or controls, inability to obtain labor or materials deepite due diligence, acts of God, or other causes beyond the control of the party whose performance is required. Except as expressly provided to the contrary, the obligatiozrs of the Tenant hereunder shall not be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, because Landlord is unable to fulfill, or is delayed in ful?lling, any of its obligations under this Lease due to any of the matters set forth in the first sentence of this Article 3 5 OS, or because of any failure or defect in the supply, quality 0r character of electricity, water or any other utility or service furnished to the Demised Premises for any reason beyond Landlord's reasonable control. 35. 06 Any liability for payments hereunder (including, without limitation, Additional Charges) shall survive the expiration of the Term or earlier termination of this Lease 3 5. 07 If Tenant shall request Landlord's consent as provided for in this agreement, and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its censent; Tenant?s sole remedy, if any, shall be an action for Speci?c performance or injunction, and such remedy shall be available only in these one es where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. 3 5. 08 Tenant shall not exercise its right under Article 16 or any other provision of this Lease in a manner which would violate Landlord's union contracts affecting the Entire Premises, if any, or create any work stoppage, picketing, labor disruption or dispute or any interference with the business of Landlord or any Tenant or occupant of the Entire Premises 35 O9 Irrespective of the place of echution or performance, this Lease shall be governed by and constrIJed in accordance with the laws of the State of New York. If any provision of this Lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Lease and the application of that provision to other Persons or circumstances shall not be affected but rather Shall be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its mterpretation This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this LeaSe to be drafted. If any words or phrases in this 16836 shall have been stricken out or otherwise eliminated whether or not any other words or phrases have been added, this Lease sh all be construed as if the words or phrases so stricken cut or otherwise eliminated were-never included in this Lease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligations or other provision of this Lease on Tenant?s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease All terms and words in this Lease, regardless of the number or gender in which they are used shall be deemed to include any other number and any other gender as the content may require. 35.1 0 THE PROVISIONS OF THIS ARTICLE HAVE ALL BEEN EXPLICITLY DISCUSSED, REVIEWED AND NEGOTIATED AND THEY ARE EQUALLY ESSENTIAL TO THIS AGREEMENT AS ANY OF THE OTHER PROVISIONS. Article 36: INABILITY TO PERFORAJ 36.1 This Lease and the obligation of Tenant to pay rent hereunder and to perform all of the other coyenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to ful?ll any of its obligations under this Lease if Landlord is presented or delayed from so doing by Page 25 reason of strike er labor troubles or any cause whatsoever beyond the reasonable control of Landlord including, but not limited to, government preemption in connection with a National Emergency or by reasons of any rule, order or regolati on of any department or subdivision thereof of any government agency or by reason of the conditions of supply and demand which. have been one affected by war or other emergency IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year ?rst above written. SIGNATURES Landlord: BUTTERFEELD REALTY LLC By: Paul F. Guillato Tenant: COUNTY OF- PUTNAM By: By. Page 26 Demises Premises: I Lease Term in years: Lease Commencement Date Rent Commencement Date: Lease Option: Lease Option Rental: Lease Termination Date: Lease Liquidated Damages: Buildout: First year rent; Annual Rent increases; First year cam charges: below] EXHIBIT Lahey Pavilion 15 years Approximately luly l, 2015 60 days after the Commencement Date ens-year optiontenns, notice to he provided to Landlord, no less than one year prior to end of the pesiedeinitial term of the lease. Market Rate 15 years after the Commencement Date If Tenant desires to terminate lease, at anytime, during initial five years, Tenant shall pay to Landlord, equal to one-year of rent and charges at the rate at the time of tennination. Landlord to provide space as is (approximately 6,000 sqft. $12.95r?sqft. of rentable Space) 2% per year or CPI (Whichever is higher) on each March plus cam charges as calculated annually $50,691.56 (approximately 6,000 sqft. $8.45 estimated as noted Cam shall be capped at 3.5% increases annually once fully established by the end of year two of the original t?ise??een year term of the Lease. The Landlord?s management fee shall be capped at 3% of the sum of rent plus CAM. Base Estimated Armual CAM: Real Estate Taxes (estimated) $30,000.00 Centurion area parking, trash container cleaning and cleaning (exterior) 705.88 Electric (common lighting parking lot) 1.05 8. 82 Snow Plowing (does not include removal off site) 4,981.94 Page 27 Landscaping (does not include open space) 1,905.88 Irrigat10n(we11 power, pump, service contract) 77 6 .47 anitation 1,694. 12 Pest Contrel (ammo 423.53 Insurance 2,823.53 Management 3,850.80 Repairs grounds/parking lot/parking lights/fence 1,411-76 Repairs a building 1,05 8.82 Total 50,691.56 CAM per square foot $8 .45 Page 28 10. ll. 12. 13. 14. RULES AN REGULATIONS Tenant covenants and agrees With Landlord to obey, in all respects, the following rules and regulations. The delivery, shipping, loading or unloading of merchandise, supplies and fixtures to and from the demised premises shall be subject to such rules and regulations as in the reaSOnable judgment of the Landlord are necessary for the preper Operation of the building or shopping area All garbage and refuse shall be kept in the kind of container Specified by Landlord, and shall be placed outside of the premises prepared for collection in the manner and at the times and place Speci?ed by Landlom. Any antenna or aerial installed without the written consent of the Landlord shall be subject to removal Widiout notice at any time. No loud speakers, televisions, phono graphs, radios or other devices shall be used in a manner so as to be heard or seen outside of the premises Without the prior Written consent of the Landlord. Tenant shall keep the premises at a temperature suf?ciently high to prevent freezing of water in pipes and thrones. Tenant shall not place or permit any obstructions or merchandise in common areas Tenant and Tenant's employees shall park their cars only in those areas designated for the purpose by Landlord. Tenant shall furnish Landlord with State-automobile license numbers assigned to Tenant's-car or cars and cars of Tenant?s employees within ?ve (5) days after such changes occur. The plumbing facilities shall not be used fer any other porpose than that for which they are constructed, and no foreign breakage, stoppage or damage resulting from a violation of this provision shall be bome by Tenant. Tenant shall not burn any trash or garbage of any kind in or about the building. Tenant will not utilize any advertising media or devices anywhere upon the land and buildings of the shopping center (other than its approved sign) without Landlord's express written consent. 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 excepted. The sidewalks, entrances, passages, courts, elevator, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose. No auction, tire, bankruptcy or selling-out sales shall be conducted on or about the premises without the prior Written consent of the Landlord. Page 29 15. 16. 17. 18. Tenant shall not permit any unlawful or immoral practice or business to be carried 011 0r committed up on the. demisod premises. Tenant shall not use the premises for any purpose or in any manner whatsoever which might create a nuisance or injure the reputation of the premises or of the complex? Tenant will not, at any time, advertise its business on the premises as a discomit center; discount store or discount house or advertise in any similar manner, indicating the aforementioned as its policy with regard to its entire business or any part thereof. Tenant agrees that Landlord may from time to time amend, modify, delete or add new and additional reasonable rules and regulations for the use and care of the premises, the building of which the premises are a part and the comma use areas. Tenant agrees to comply with all such rules and regulations upon posting of same in such place within the complex as Landlord may designate, provided. that such rules and regulations shall apply uniformly to all Tenants of the complex and shall not prevent conduct of Tenant?s business and as long as there is no material increase in costs to the Tenant. - Tenant initials .53x? ?i if?; i r- 6 I LEE: Ml?: 1-. IF likesilt-ll: i. JE: 8027 72 CHARITABLE DONATION AGREEMENT This CHARITABLE DONATION AGREEMENT [this "Agreement? is made and entered into as of April 2016 [the "Ef?ective Date?), by and between AC1 Senior Development Corp. and the County of Putnam ("REliip lent?). I Background AC1 is a Delaware not?for-profit corp oration exempt from taxation as a A. charitable organization under section 5 01[c] of the Internal Revenue Code. 91?in? Ht} ?l t4 .9 Recipient is a political subdivision of the State of Nev?r York. in C. Recipient desires to establish a senior citizen center [the ?Center"] in the Town of Philipstown in Putnam County, which will be operated by the County of Putna Of?ce for Senior Resources, to support the independence and social engagement of older adults in the surrounding area and to improve their health, general wellness and nutrition D. The Putnam County Legislature passed Resolution on 2016 Lease?) by Recipient with Butterfield Realty LLC [the which authorized the lease [the Lan?lm?") for the real property known as The Lahey Pavilion located at 1756 Route 91], Cold Spring, New York [the "Premises?] to house the Center. A copyr of the Lease is attached hereto as Exhibit A. Landlord has agreed under the Lease to make the renOVations to the Premises as set forth in'Eirhibit attached hereto [the "Landlord Renovations?). E. AC1, in furtherance of its charitable goals, desires to contribute a partial renovation of the Premises, and Recipient desires to receive such renovation pursuant to the terms and conditions of this Agreement. THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS: 1. Contributions by AC1. AC1 hereby agrees to contribute to the County the renovations of the 1.1. Premises detailed in Exhibit [the Renovations?). [t is acknowledged that ACI will be hiring Mountainview Construction of Patterson, New York [Raymond Memrnel, principal] as the construction manager for the Renovations [the 1.2. To the extent that the total out of pocket expenses relating to this Agreement, including the ACI Renovations, insurance, legal and other professional costs, paid by AG do not exceed Five Hundred Thousand Dollars ACI will donate the difference of $500,000 and such amount to the Recipient for the additional renovation and 302772 furnishing of the Premises, including its build-out, technology features and built in furnishings. 2. ti ns 0M 1. 2.1. The agreement between AC1 and the CM for the ACI Renovations will include the following: 2.1.1. AC1 shall require in its contract with CM, or otherwise in writing, for CM to: keep in place during the renovation general liability insurance in the minimum amount of $1 million for each occurrence and $2 million in the aggregate. The general liability insurance policy maintained by CM will name AC1, the County and the Landlord as additional insured; and [ii] to the fullest extent provided by applicable law, to indemnify, defend and hold harmless AC1, the County, and the Landlord from any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind and character in connection with or arising directly or indirectly out of performance of work and/ or other services at the Premis es. - 2.1.2. AC1 shall require all contractors and/orsubcontractors performing AC1 Renovations to: keep in place during the renovation general liability insurance in the minimum amount of $1 million for each occurrence and $2 million in the aggregate. The general liability insurance policy maintained by said contractors and/ or subcontractors will name AC1, the County and the Landlord as additional insured; and [ii] to the fullest extent provided by applicable law, to indemnify, defend and hold harmless AC1, the County, and the Landlord from any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind and character in connection with or arising directly or indirectly out of performance of work and/or other services at the Premises. 2.1.3. The CM will use commercially reasonable efforts to use contractors and subcontractors from Putnam County and to employ trade persons residing in Philipstown and surrounding areas within Putnam County. 2.2. AC1 shall be required to cooperate with County in a commercially reasonable manner for benefit of seniors. - 2.3. ACI shall use commercially reasonable efforts to file for permits for the renovation of the Premises within fifteen (15) days of receiving the Final Plans [as such term is defined below). 2.4: Subject to receipt of the Final Plans [as that term in defined below) by June 30, 2016, ACI shall use commercially reasonable efforts to have the CM commence the 2 802772 AC1 Renovations by November 1. 20 16. Subject to the Landlord completing its renovations in a timely manner and to Sections 6.2 and 11 below, the AC1 Renovations shall be completed within six months from the commencement of same. 2.5. AC1 shall not have any obligations to the County except as specifically set forth in this Agreement, including any responsrbility for the operation of the Center. 2.6. if any mechanic?s liens are filed against the Premises in connection with the ACI Renovations, AC1 hall have no liability for same but will use commercially reasonable efforts to cause same to be cancelled and discharged by the CM, contractor or sub contractor within fifteen (15] days after notice by Landlord or County. 2.7. AC1 shall refrain from taking any actionfs] which causes the County to be in default of the Lease. 3. architectural Plans. 3.1. The County, at its sole cost and eXpense has prepared initial architectural plans for the Premises 3.2. The County and AC1 have agreed on a final form of the architectural plans for the Premises. 3.3. The County will, at its sole cost and expense, prepare final construction drawings for the Premises in a manner and detail which shall be consistent with RPP it 2-2016 issued by the County on March 25, 2016 [or any subsequent REP which may be necessary by the County] and which will permit the Landlord or AC1 to obtain permits fur the Renovations and for the CM to supply to subcontractors that intend to bid on the project (the "Final Plans"). The County will consult with AC1 on the hiring of an architect to prepare the Final Plans. 3.4. The County will deliver the Final Plans to AC1 by June 30, 2016, such date being time ofthe essence. . 3.5. Any changes to the Final Plans maybe made only upon the mutual written consent of AC1 and the County. 4. Covenants by County. The County hereby Covenants as follows: 4.1. The County will complete renovation and furnishing of the Premises in accordance with the Final Plans plan in a commerciallyreas onable manner. 4.2. The full 6,000 square feet of the Premises will be used for senior center program services or to directly support the services provided at the Center, including program spaces, kitchen, bathrooms, etc. For the avoidance of doubt, administrative offices Will be limited in number and size to the minimum amount required 3 8027'}? for the effective Operation for the Center as shall reasonably be determined by the County and the Center will not be used as general administrative offices for the Putnam County Office of Senior Resources. 4.3. The Center shall be named the "The Roger Ailes Senior Center.? A sign to that effett will be placed in the lobby of the Center or other mutually agreed location at the Center in a size, type and format mutually acceptable to AC1 and the County. 5.1. The covenants ofthe Countyin Section 4 above shall survive for fifteen {15] years from the effective date of the Lease 5.2. The County will indemnify and hold harmless AC1 from and against any costs or expenses [including reasonable attorneys? and disbursements and reasonable out-of?pocket expenses] incurred by AC1 in connection with the enforcement of the County's covenants hereunder. 6. "'ond't?o sto Fe 6.1. Subject to AC1 continuing to act in good faith, the obligations of AC1 under Section 1 above are conditioned upon the following: 6.1.1. The Lease is executed by the County and the Landlord. 6.1.2. The County delivering the Final Plans to AC1 by June 30, 2016. 6.1.3. The Landlord substantially completing the Landlord Renovations. The Landlord approving the Final Plans to the extent required under the Lease 6.1.5. The proper authority issuing permits for the renovation of the Center pursuant to the Final Plans. 6.1.6. The County remaining in compliance with the covenants set forth in Section 4 above. 6.2. ACl's obligations pursuant to Section 1.1 above shall not include additional obligations incurred to address a material unknown factor with respect to the Premises, including environmental hazards and structural defects. 7. hip or?ttribution. The parties acknowledge that AC1 is not an agent of (ii) CM is not an agent ofACl; and AC1 will not control the means and methods of the construction at the Premises and the subcontractors engaged for such 4 302 77.1 construction. The conduct of the CM or its subcontractors may not be attributed to AC1 and shall have no obligations to the County for any acts or negligence of CM or it subcontractors. 8. Limitation of Liability. Except with regards to ACI's failure to comply with its obligations under Section 1 above or fraudulent acts by AC1, the ACI Renovations shall be delivered as is without any warranty andACI shall have no obligations to the County with respect to the ACI Renovations or the Center, including with respect to construction defects and claims by subcontractors for nonpayment. However, shall remain available to use commercially reasonable efforts to work with the CM and any contractors and subcontractors to resolve any issues with the ACI Renovations for which it receives written notice within six months of substantial completion of the AC1 Renovations. - ims. The County shall indemnify, defend and save harmless ACI and its directors, officers, employees and agents from and against costs, expenses and liabilities incurred in or in connection with bodily injury and property damage claims arising from the ounty's negligent acts and/or omissions under this Agreement. 10. Eguitable Reliet'. Each party acknowledges that any remedy at law for any breach of any of the obligations contained in this Agreement may be inadequate. Accordingly, each party shall be entitled [without the necessity of showing any actual damage or posting a bond or furnishing other security) to specific performance many other mode of injunctive and/or other equitable relief to enforce its rights under such section or any other relief a court might award, such rights to be cumulative with and not exclusive of any other remedy. 11. Eorce Maneure. Neither party shall have any liability for any failure to perform this Agreement if such failure arises out of unforeseeable causes beyond such party's control. Such unforeseeable causes may include acts of civil or military authority, war, terrorism, accidents, eXplosions, sabotage, riots, strikes, lockouts or other labor disturbances, or acts of God, including fires, flo ods, storms, earthquakes and natural disasters, or national emergency. If a partyis unable to perform any provision of this Agreement for any ofthe reasons described in this Section 11, such provision shall be suspended for the duration, and to the extent of, such force maj eure event. The party experiencing the force majeure event agrees to give the other party notice following the occurrence of a force majeure event, and to use diligent efforts to re? commence performance as as commercially practicable 12. Notice. Any notice or other communication given or made pursuant to this Agreement must be in writing and shall be delivered to the party to whom intended by personal delivery, by email, by nationally recognized courier [Federal Express, UPS, Express Mail, etc.) or by certified or registered mail, postage prepaid, and shall be deemed given when personally delivered or sent by email or two business days after deposit with a courier or five business days after mailing. The addresses to which any such SEND notice shall be sent shall be as follows {or at such other address as such party may designate by proper notice]: To ACI: c/o Peteriames Johnson LeaheySi Johnson, RC. 120 Wall Street New York, New York 10005 Email: with a copy to: Schwartz Sladkus Reich Greenberg Atlas LLP 270 Madison Avenue, 9th Floor New York, New York 10016 Attn: Eli D. Greenberg Email: To Recipient: aryEllen Odell Putnam County Executive 40 Gleneida Avenue Carmel, New York 10512 Email: MaryEllen. DDell@p utnamco with a copy to: Jennifer S. Burngarner County Attorney Putnam County Department of Law 48 Gleneida Avenue Carmel, New Yorlt10512 Emailr egreenb erg@ssrga.com 13. iscellaneous. 13.1. Entire Agreement. This Agreement [including the exhibits hereto] represents the entire agreement between the parties regarding the subject matter hereof and supersedes in all respects any and all prior oral or written agreements or understandings between them pertaining to the subject matter of this Agreement This Agreement cannot be modified or terminated, nor may any of its provisions be waived, except by a written instrument Signed by the party against which enforcement is sought. 13.2. ginger-gin]; Law. This Agreement has been made and entered into in the State of New York and shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of ew York. Any and all disputes and/ or legal actions or proceedings arising out ofthis Agreement shall be venued in Putnam County, New York. 13.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the resp ectiVe parties, their successors, assigns, heirs, legatees, executors, administrators and legal representatives, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other party 302772 13.4. interpretation. Headings contained in this Agreement have been inserted for reference purposes only and shall not be considered part of this Agreement in construing this Agreement. This Agreement shall not be construed more strictly against one party than another merely by virtue of the fact that this Agre ement, or any part of it, may have been prepared by counsel for on of the parties, it being recognized that this Agreement is the result of arm?s-length negotiations between the parties and all parties have contributed substantially and materiallyto the preparation of this Agreement 13.5. counterparts. This Agreement maybe executed and delivered [including by facsimile transmission or by electronic mail with a .pdf scanned attachment) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.6. No Thn?d-Partv Beneficiaries. This Agreement is not intended to, and does not, create any rights or benefits of any party other than the parties. 13.7. Relationship oi the Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between parties hereto. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party's prior written consent. 13.8. mummy. Unless the context clearly indicates otherwise, as used in this Agreement terms used in the masculine, feminine or the neuter include the others, terms used in the singular or the plural include the other, the terms "include," ?includes? and "including" [or similar terms] are intended to convey none exclusivity, and are to be deemed followed by "without limitation,? "but not limited to? or words of similar import, and the term "p erson" is intended to be interpreted broadly to include any natural person [an in dividual}, any entity, including any corporation, partnership, limited liability company, investment company, business trust, cooperative, joint venture, estate, trust, association or organization, or any governmental or administrative body. IN WITNESS WHEREO F, the parties have signed and thereby caused this Agreement to be duly executed effective as of the date written above. AC1 Senior Development Corp. County of Putnam By: BY: Roger Ailes, President MaryEllen Odell, Putnam County Executive 302772 EXHIBET A LEASE 802772 Laminar) Renovation genealogy; The Landlord shall be obligated to renovate the Premises at Landlord?s expense as summarized below and in accordance with the terms and conditions of the Lease Agreement attached as Exhibit Asbestos Assessment Front Entrance. Renovation of demising wall and door. Construction of Outdoor patio. Supply and install emergency doors as may be required by applicable codes. Install 200 amp dedicated underground feeder line to 200 amp meter on the Prernises. 7 Evaluate heating and air conditioning zones and how to efficiently service each ZOHE. 9?9??me 802772 {Home scrammee 9 EXHIBIT an! Install 16 new windows. [Windows to be supplied by others.) Plumbing rough in PVC Drains and Pen water. Install up to 20 plumbing fixtures toilets, sinks, urinals]. {Fixtures to be supplied by others.) New flooring, tile, hardwood, linoleum, carpet. Demo concrete for new plumbing and electric. Demo old walls, bathrooms, ceiling, dumpsters. Demonstration Kitchen. Commercial kitchen. (Appliances, cabinets, fixtures and demonstration kitchen to be Supplied by others] Five new bathrooms. . 10. New dropped ceiling and soffits. 11. Electrical rough?in and finish. fixture allowance 13. Paint and stain. 14. New front entrance awning. 15L HVAC. 16. Soundproofing, insulation. 17. Install 15 interior doors and hardware. [Doors and hardware to be supplied by others.) 18. Carpentry, woodwork. 1 19. Sheetroclc and taping, 5/8" firecode. '20. Framing new walls. ..