Preview
FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024
"A"
EXHIBIT
FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024
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LEASE dated June2 , 2023, between Port Byram Holding, Ltd. having a place of business at One Martin
Place, Port Chester, NY 10573 (hereinafter called "Landlord"),and K9 Swim & Gym, LLC, a New York
corporation having a place of business at 362 Collins Avenue, Mount Vernon, NY 10552(hereinafter
called "Tenant").
WITNESSETH:
1. Demise of Premises, Term and Rent. Landlord does hereby lease and demise to Tenant, and Tenant
does hereby hire and take from Landlord, subject to any ground leases and/or underlying leases and/or
mortgages as hereinafter provided, and upon and subject to the covenants, agreements, term, provisions
and conditions of this Lease for the term hereinafter stated, the portion of the premises and the portion of
the parking and outdoor spaces each more specifically shown, respectively, hatched and cross-hatched
on the plans attached hereto as Exhibits "A", said demised premises, together with all fixtures, equipment,
improvements, installations and appurtenances which at the commencement of or during the term of this
Lease are thereto attached are hereinafter called the "premises", and the plot of land on which the
Building has been constructed is hereinafter called the "Land".
The term of this Lease shall commence on the date set forth in Section 3 of the Rider (which Rider is
"Rider"
attached hereto and incorporated herein as Exhibit B, hereinafter the (subject to postponement of
said specific date as provided in Article 2 hereof) or on such earlier date as Tenant shall occupy the
premises or any part thereof with the consent of Landlord for the purpose of carrying on the normal
functions of Tenants business (such date for the commencement of the term hereof
being hereinafter
called the "Term Commencement Date") and shall end (5) years after the Rent Commencement
five Date
unless: (i) Tenant exercises one or both of Tenanes Renewal Term options as set forth in the Rider in
which case the end shall be extended by either five (5) of ten (10) additional years; or (ii) shall endon
such earlier date upon which said term may expire or be terminated pursuant to any of the conditions of
limitation or other provisions of this Lease or pursuant to law.
The premises shall be used for the following purpose, namely: See Rider Section 1, and any other lawful
purpose which Landlord may agree to, in writing, in connection with any permitted assignment.
Landlord agrees that Landlord will not lease any other space in theBuilding which is subject to Landlords
control to any entity for any primary use which includes any use set forth in the preceding paragraph
hereof but nothing contained herein shall preclude Landlord from leasing space where any such use
referred to the preceding paragraph hereof is incidental to the primary or main use of the tenant, occupant
or user thereof.
The rent reserved under this Lease for the term hereof shall be and consist of the following fixed rent,
namely:
(a) for and during the period commencing on the Term Commencement Date and ending two (2) years
therefrom, ($126,000.00) Dollars per annum;
(b) for and during the period commencing on expiration of the second year of the initial term, and ending
one (1) year therefrom ($129,780.00) Dollars per annum
(c) for and during the period commencing on expiration of the third year of the initial term and ending one
(1) year therefrom , ($133,673.40) Dollars per annum;
(d) for and during the period commencing on expiration of the fourth year of the initial term and ending
one (1) year therefrom , ($137,683.60) Dollars per annum.
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all such fixed rent being payable in equal monthly installments in advance, on the first day of each and
every calendar month during said term (except that Tenant shall pay the monthly installment of fixed rent
for the first month of the initial year of the initial term ($10,500.00) on the execution hereof), plus such
additional rent and other charges as shall become due and payable hereunder, which additional rent and
other charges shall be payable as hereinafter provided; all to be paid to Landlord at its office, or such
other place as Landlord may in writing,
designate in lawful money in the United States of America. The
monthly installments of fixed rent for the month during which the Rent Commencement Date occurs and
the month during which the term hereof expires shall each be prorated.
As set forth in Section 5 of the Rider
notwithstanding and
anything to the contrary contained herein and
provided Tenant shall of any of the convents,
not be in default agreements, terms, provisions or
conditions of this Lease on its part to be kept, observed and performed, the fixed rent payable by Tenant
to Landlord shall be abated for three (3) months from the Term Commencement Date such that the
annual payments for the first year of the initial term shall be $94,500.
Tenant does hereby covenant and agree promptly to pay the fixed rent, additional rent and other charges
herein reserved as and when the same shall become due and payable, without demand therefor, and
without any set-off or deduction whatsoever, and to keep and perform, and to permit no violation of, each
and every of the covenants, agreements, terms provisions and conditions herein contained on the part
and on behalf of Tenant to be kept and performed.
For default in payment of additional rent or other sums or charges herein reserved or payable by Tenant,
Landlord shall have the same remedies as for a default by Tenant in the payment of fixed rent payable
hereunder.
If Tenant shall fail to pay any installment of fixed rent or additional rent or other sums or charges within
ten (10) days after the same shall be due then, Tenant shall pay a late charge of $5 for each $100.00 so
unpaid. Nothing herein contained shall be intended any to violate law, applicable code or regulation, and,
in all instances, such late charge be automatically
shall reduced to any maximum applicable legal rate or
charge. Such late charge shall be imposed monthly for each late payment and is in addition to all other
rights and remedies available to Landlord and shall not be deemed to limit any such rights or remedies.
Tenants'
obligations and responsibilities pursuant to any provision of this Lease, including the payment of
any fixed rent or additional rent or the keeping, observance or performance of any covenant, agreement,
term, provision or condition of this Lease on Tenants part to be kept, observed or performed, shall
survive the expiration or termination of the term of this Lease.
2. Occupancy.
(a) Landlord shall undertake the Landlord Work set forth in Section 14 of the Rider. If the premises are
not ready for Tenants occupancy on the term commencement date, then this Lease shall not be affected
thereby but, in such case, Tenanes occupancy date shall be deemed to be postponed until the date when
the premises are ready for Tenants occupancy and Tenant shall not have any claim against Landlord,
and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date.
In the event the Term Commencement Date shall be postponed, the expiration date of the term of this
Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days
by which the Term Commencement Date was so postponed and, in addition thereto, each date set forth
in clause (a) through and including (c) of said Article 1 and the Rent Commencment Date as set forth in
Section 5 of the Rider shall likewise be extended by said number of days. In the event of the foregoing,
the parties will enter into an agreement setting forth the Term Commencement Date and all other dates
required to be modified by reason of such postponement. The parties hereto agree that this Article 2
constitutes an express provision as to the time at which Landlord shall deliver possession of the premises
to Tenant, and provided the Term Commencement Date is not delayed by more than four (4) months,
Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to
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Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like
import now or hereafter in force.
(b) Except as expressly set forth in Section 14 of the Rider, Tenant understands, and covenants and
agrees, that Landlord shall not be required to perform any work or there installations in or to the premises
or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and
is"
Tenant shall accept the premises, in its "as condition existing on the term commencement date;
provided, however, Landlord shall deliver the premises to Tenant on the term commencement date
vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no
representations as to the condition of the premises or the Building or the suitability thereof for the use
permitted hereunder.
(c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at
Tenants sole cost and expense, shall be permitted to install an an HVAC system of Tenants choice in
the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the
Building mutually approved by Landlord and Tenant. Upon prior notice to Landlord and with Landlords
approval, Tenant shall be permitted to enter the portion of the Building occupied by Landlord, if any, for
the purpose of maintaining and servicing said HVAC system provided any such entry shall be
accomplished only in the presence of a representative of Landlord and shall not interfere with or affect
Landlord or Landlords use or occupancy of said portion so occupied by Landlord.
(d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that
Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the
premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be
responsible for latent defects in the Building or the premises.
(e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions
of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenants sole cost and expense,
shall perform all work and other alterations and installations necessary in order to prepare the premises
for Tenants occupancy for the use permitted hereunder including, but not limited to, the construction of
demising walls except for Landlords Improvements as set forth in Seciont 14 of the Rider.
(f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on
any day other than the first day of a calendar month, the fixed rent for such calendar month shall be
prorated.
(g) A copy of the Certificate of Occupancy covering the Building will be provided by Landlord within ten
(10) days of the execution of this lease. In the event Landlord does not have or cannot obtain a Certificate
of Occupancy for the Building, then Tenant shall have the right, but not the obligation to obtain the same.
Tenant shall use commercially reasonable efforts to obtain a Certificate of Occupancy for the interior
portion of the leased premises from the applicable issuing authority.
3. Use of Premises. Tenant shall not use the premises or any part thereof, or permit the premises or any
part thereof to be used, for any purpose other than the use hereinabove specifically mentioned, subject,
however, to all the covenants, agreements, terms, provisions and conditions of this Lease and Tenanes
right to assign this lease. Those portions, if any, of the premises which on the plan(s) attached hereto are
shown as toilets and utility areas shall be used by Tenant only for the purposes for which they are
designed.
Tenant will not at any time use or occupy the premises or any part thereof, or permit the premises or any
part thereof to be used or occupied, in violation of the certificate of occupancy (temporary or final) issued
for the Building and/or the premises.
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Tenant shall not use or permit the use of the premises or any part thereof in any way which would violate
any of the
covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful
purposes or in any unlawful manner or impair or interfere with or tend to impair or interfere with the use of
any of the other areas of the Building by, or occasion discomfort, inconvenience or annoyance to, any of
the other tenants or occupants of the Building. Tenant shall not install any electrical or other equipment of
any kind which, in the judgment of Landlord, might cause any such impairment, interference, discomfort,
inconvenience or annoyance.
if any governmental license or permit shall be required for the proper and lawful conduct of Tenants
business or other activity carried on it the premises, Tenant, at Tenants expense, shall duly procure and
thereafter maintain such license or permit and submit the same to inspection by Landlord. Tenant, at
Tenants expense, shall, at all times, comply with the terms and conditions of each license or permit.
4. Fixtures, etc Not to be Rernoved. All fixtures, equipment, improvements, installations and
appurtenances attached to, or built into, the premises of or during the term hereof,
at the commencement
whether or not fumished and installed at the expense
or by Tenant, shall be and remain
of Tenant part of
the premises and be deemed the property of Landlord and shall not be removed by Tenant, except as
otherwise expressly provided in this Lease. It is expressly understood and agreed that the pools and
other equipment installed by Tenant in accordance with all applicable code requirements and which are
necessary to the operation of the Tenants business are not fixtures. Without limiting the generality of the
next preceding sentence, all electric, heating,
plumbing, pneumatic tube, telephone, telegraph,
communication, radio and television fixtures
systems, and outlets, venetian blinds, partitions, railings,
gates, doors, vaults, stairs, paneling (including, but not limited to, display cases and cupboards recessed
in paneling), molding, shelving, radiator enclosures, cork rubber, linoleum and composition floors, and
ventilating, silencing, HVAC equipment shall be deemed to be included in such fixtures, equipment,
improvements, installations and appurtenances, whether or not attached to or built into the premises, if
any. Anything hereinbefore in this Article 4 contained to the contrary notwithstanding, any fixture,
equipment, improvement, installation or appurtenance fumished and installed in any part of the premises
(whether or not attached thereto or built therein) at the sole expense of Tenant (and with respect to which
no credit or allowance shall have been granted to Tenant by Landlord and which was not fumished and
installed in replacement of an item which Tenant would not be entitled to remove in accordance with this
Article 4) may be removed from the
Building by Tenant prior to the expiration of the term hereof and , if
and to the extent requested by Landlord (either prior to or not more than 30 days after such expiration),
shall be removed from the Building by Tenant prior to such expiration unless such request is made after
such expiration (or is made prior to such expiration and Tenant acting with reasonable promptness is not
able to remove same from the Building prior to such expiration), in which event the same shall be
removed from the Building by Tenant with reasonable promptness after the receipt of such request.
The cost and expense of any
removal such
and the cost and expense of repairing any such damage to
the premises or to thearising from such removal
Building shall be paid by Tenant on demand. If any
fixtures, equipment, improvement, installation or appurtenances which as aforesaid may or is required to
be removed from the Building by Tenant is not removed by Tenant from the Building within the time
above specified therefor, then Landlord (in addition to all other rights and remedies to which Landlord
may be entitled at any time) may at its election deem that the same has been abandoned by Tenant to
Landlord, but not such election shall relieve Tenant of Tenants obligation to pay the cost and expense of
removing the same from the Building or the cost or repairing damage to the premises or to the Building
arising from such removal.
All the perimeter wall of the premises, any balconies, terraces or roofs adjacent to the premises, and any
space in and/or adjacent to the premises used for shafts, stacks, pipes, vertical conveyors, mail chutes,
pneumatic tubes, conduits, ducts, electrical or other utilities, rooms containing or other similar or dissimilar
Building facilities, and the use thereof, as well as access thereto through the premises for the purposes of
such use and the operation, improvement, replacement, addition, repair, maintenance and decoration
thereof, are expressly reserved to Landlord.
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5. Electric Energy and Waten Tenant, at Tenants sole cost and expense, shall furnish through the
transmission facilities initially installed in the Building, and supply to the premises, attemating electrical
energy to be used by Tenant in the premises in such reasonable quantity as may be reasonably required
by Tenant for the operation of Tenants business from the premises.
Tenant covenants and agrees that at all times its use of electrical energy shall not exceed the capacity of
existing feeders to the Building or the risers or wiring installations and Tenant may not use any electrical
equipment which, in Landlord's sole and exclusive opinion, will overload any such installations or will
interfere with the use thereof by other tenants or occupants of the Building or otherwise have a material or
adverse effect on electrical energy service to the Building.
Landlord shall in no way be liable for any failure of or defect in the character or supply of electrical energy
furnished to the premises except for actual damage suffered by Tenant by reason of any such defect or
failure resulting from the willful gross negligence of Landlord.
In order that Landlord may at all times have all necessary information which it requires in order to
maintain and protect its equipment, Tenant agrees that it will not make any alteration or addition to the
electrical equipment and/or appliances in the premises without prior written consent of Landlord in each
instance.
Pursuant to Sections 9 and 10 of the Rider, Tenant shall pay Landlord the cost for all water consumed by
Tenant in the premises. Landlord shall prorate water among all Tenants equal to the percentage of space
each occupies and bill Tenant (with supporting documentation sufficient to ascertain the charges).
Tenant shall pay its own Gas and Electric charges to the applicable utility company in accordance with its
own meter readings..
All meters necessary for the measurement of Tenants consumption of electrical energy and water in the
premises shall be installed by Landlord, if required, and maintained by Tenant at Tenants sole cost and
expense.
6. Various Covenants, Tenant covenants and agrees that Tenant will:
(a) Except as set forth in Section 13 of the Rider, throughout the term, at Tenants expense, make all
repairs, restoration and replacements in, at and to the premises as and when the same are necessary in
order to keep and maintain the premises and the fixtures and appurtenances therein in good order,
condition and repair and pay to Landlord the cost of making good any injury, damage or breakage to the
Building or the premises (including plate glass).
(b) Intentionally Deleted.Intentionally Deleted.
(c) permit Landlord and any mortgagee Building of the
or of the Building and the Land or of the interest of
Landlord therein and any lessor under any ground or underlying lease, and their representatives, to enter
the premises on reasonable advance notice and at all reasonable hours, for the purposes of inspection,
or of making repairs, replacements or improvements in or to the premises or the Building or equipment, or
of complying with all laws, orders and requirements of governmental or other authority or of exercising
any right reserved to Landlord by this Lease (including the right, during the progress of any such repairs,
replacements, or improvements or while performing work and fumishing materials in connection with
compliance with any such laws, orders or requirements, to keep and store within the premises all
necessary materials, tools and equipment).
(d) make no claims against Landlord or any lessor under any ground or underlying lease for any injury or
damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, or loss
of use of, any property of Tenant or of any other person irrespective of the cause of such injury, damage
or loss, unless caused by the willful gross negligence of Landlord or Owner in the operation or
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maintenance of the Building, it being understood and agreed that no property other than such as might
normally be brought upon or kept in the premises for the purposes herein specified will be brought upon
or kept in the premises.
(e) other than the Tenant work set forth in Section 16 of the Rider, make no alterations, decorations,
installations, repairs, additions, improvements or replacements including, but not limited to, demising
walls, in, to or about the premises without Landlords prior written consent, and then only by contractors or
mechanics approved by Landlord which approval of contractors and mechanics Landlord agrees will not
be unreasonably withheld or delayed.
Landlord, as a condition of such consent, may impose such
requirements upon Tenant for the fumishing, by Tenant, at Tenant's sole cost and expense, of such
insurance as Landlord shall determine necessary, appropriate and desirable including, but not limited to,
workers'
personal liability, property damage and compensation insurance and Landlord, any mortgagee or
any ground or underlying lessor as shall be designated by Landlord shall be named as additional insured
under any such insurance. All such alterations, decorations, installations, repairs, additions,
improvements or replacements shall be done at Tenant's sole expense and at such times and in such
manner as Landlord may from time to time designate. Prior to the commencement of any such alterations,
decorations, installations, repairs, additions, improvements or replacements, Tenant shall submit to
Landlord, for Landlords approval, plans and specifications (to be prepared by and at the expense of
Tenant) of such proposed alterations, decorations, installations, repairs, additions, improvements or
replacements, in detail, satisfactory to Landlord. In no event shall any material or equipment be
incorporated in or to the premises in connection with any such alteration, decoration, installation, repair,
addition, improvement or replacement which is subject to any lien, security agreement, charge, mortgage
or other encumbrance of any kind whatsoever or is subject to any conditional sale or other similar or
dissimilar title retention agreement.
Any mechanic's lien field against the premises or the Building for work
claimed to have been done
for, or materials claimed to have been fumished to, Tenant shall be
discharged by Tenant within 10 days thereafter, at Tenant's expense, by payment or filing the bond
required by law. All alterations, decorations, installations, repairs, additions, improvements, replacements
or work done by Tenant shall at all times comply with (1) laws, rules, orders, and regulations of
govemmental authorities having jurisdiction thereof, including without limitation, the American's With
Disabilities Act and all regulations issued thereunder and the Accessibility Guidelines for Buildings and
Facilities issued pursuant thereto, (2) rules and regulations of Landlord, and (3) plans and specifications
prepared by and at the expense of Tenant theretofore submitted to Landlord for Landlords prior written
approval and which Landlord shall have approved. No structural alterations, installations, repairs,
additions, improvements, replacements or work or any alterations, installations, repairs, additions,
improvements, replacement or work to any utility system in or serving the Building or the premises shall
be undertaken, started or begun by Tenant, its agents, servants or employees, until Landlord has
approved such plans and specifications; and no amendments or additions to such plans and
specifications shall be made without the prior written approval of Landlord; provided, however, Landlords
review and/or approval of such plans and specifications or amendments or additions thereto shall not
constitute a determination or acknowledgement by Landlord that such plans and specifications comply
with applicable rules, orders
laws, and regulations of governmental authorities. Tenant shall be entitled to
make nonstructural alterations to the interior of the premises provided Tenant furnishes Landlord with
built"
plans and specifications therefor, including "as plans and specifications, and otherwise complies
with the provisions of this Lease including this paragraph (e). The construction of demising walls by
Tenant shall be subject to the prior written consent of Landlord.
Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or
indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or labor
and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant
of Landlord or others in the construction, maintenance and/or operation of the Building or any part
thereof.
(f) not violate, or permit the violation of, any condition imposed by the standard fire insurance policy
issued for office buildings in the County of Westchester, City of Rye, Village of Port Chesterf , and not do
anything or permit anything to be done, or keep anything or permit anything to be kept, in the premises,
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which would increase the fire or other casualty insurance rate on the Building or the property therein, or
which would result in insurance companies of good standing refusing to insure the Building or any such
property in amounts and against risks as determined by Landlord.
(g) permit Landlord, on reasonable advance notice and at reasonable times, to show the premises to any
lessor under any ground or underlying lease, or any lessee or mortgagee, or any prospective purchaser,
lessee, mortgagee, or assignee of any mortgage, of the Building and/or the Land or of Landlords interest
therein, and their representatives, and during the period of 12 months next preceding the date of
expiration of the term hereof with respect to any part of the premises similarly show such part to any
person contemplating the leasing of all or a portion of the same.
(b) at the end of the term, quit and surrender to Landlord the premises broom-clean and in good order,
condition and repair except for ordinary wear and tear. If the last day of the term of this Lease falls on
Sunday or a legal holiday, this Lease shall expire on the business day immediately preceding.
days'
(i) at any time and from time to time upon not less than 5 prior notice by Landlord to Tenant,
execute, acknowledge and deliver to Landlord, or to anyone Landlord shall designate, a statement of
Tenant (or if Tenant is a corporation, an appropriate officer of Tenant) in writing certifying that this Lease
is unmodified and in full force and effect (or if there have been modifications, that the same is in full force
and effect and as modified and stating the modifications), and the dates to which the fixed rent, additional
rent, and other charges have been paid in advance, if any, and stating whether or not Landlord is in
default
Preview
FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 "A" EXHIBIT FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 LEASE dated June2 , 2023, between Port Byram Holding, Ltd. having a place of business at One Martin Place, Port Chester, NY 10573 (hereinafter called "Landlord"),and K9 Swim & Gym, LLC, a New York corporation having a place of business at 362 Collins Avenue, Mount Vernon, NY 10552(hereinafter called "Tenant"). WITNESSETH: 1. Demise of Premises, Term and Rent. Landlord does hereby lease and demise to Tenant, and Tenant does hereby hire and take from Landlord, subject to any ground leases and/or underlying leases and/or mortgages as hereinafter provided, and upon and subject to the covenants, agreements, term, provisions and conditions of this Lease for the term hereinafter stated, the portion of the premises and the portion of the parking and outdoor spaces each more specifically shown, respectively, hatched and cross-hatched on the plans attached hereto as Exhibits "A", said demised premises, together with all fixtures, equipment, improvements, installations and appurtenances which at the commencement of or during the term of this Lease are thereto attached are hereinafter called the "premises", and the plot of land on which the Building has been constructed is hereinafter called the "Land". The term of this Lease shall commence on the date set forth in Section 3 of the Rider (which Rider is "Rider" attached hereto and incorporated herein as Exhibit B, hereinafter the (subject to postponement of said specific date as provided in Article 2 hereof) or on such earlier date as Tenant shall occupy the premises or any part thereof with the consent of Landlord for the purpose of carrying on the normal functions of Tenants business (such date for the commencement of the term hereof being hereinafter called the "Term Commencement Date") and shall end (5) years after the Rent Commencement five Date unless: (i) Tenant exercises one or both of Tenanes Renewal Term options as set forth in the Rider in which case the end shall be extended by either five (5) of ten (10) additional years; or (ii) shall endon such earlier date upon which said term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law. The premises shall be used for the following purpose, namely: See Rider Section 1, and any other lawful purpose which Landlord may agree to, in writing, in connection with any permitted assignment. Landlord agrees that Landlord will not lease any other space in theBuilding which is subject to Landlords control to any entity for any primary use which includes any use set forth in the preceding paragraph hereof but nothing contained herein shall preclude Landlord from leasing space where any such use referred to the preceding paragraph hereof is incidental to the primary or main use of the tenant, occupant or user thereof. The rent reserved under this Lease for the term hereof shall be and consist of the following fixed rent, namely: (a) for and during the period commencing on the Term Commencement Date and ending two (2) years therefrom, ($126,000.00) Dollars per annum; (b) for and during the period commencing on expiration of the second year of the initial term, and ending one (1) year therefrom ($129,780.00) Dollars per annum (c) for and during the period commencing on expiration of the third year of the initial term and ending one (1) year therefrom , ($133,673.40) Dollars per annum; (d) for and during the period commencing on expiration of the fourth year of the initial term and ending one (1) year therefrom , ($137,683.60) Dollars per annum. Page 1 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 all such fixed rent being payable in equal monthly installments in advance, on the first day of each and every calendar month during said term (except that Tenant shall pay the monthly installment of fixed rent for the first month of the initial year of the initial term ($10,500.00) on the execution hereof), plus such additional rent and other charges as shall become due and payable hereunder, which additional rent and other charges shall be payable as hereinafter provided; all to be paid to Landlord at its office, or such other place as Landlord may in writing, designate in lawful money in the United States of America. The monthly installments of fixed rent for the month during which the Rent Commencement Date occurs and the month during which the term hereof expires shall each be prorated. As set forth in Section 5 of the Rider notwithstanding and anything to the contrary contained herein and provided Tenant shall of any of the convents, not be in default agreements, terms, provisions or conditions of this Lease on its part to be kept, observed and performed, the fixed rent payable by Tenant to Landlord shall be abated for three (3) months from the Term Commencement Date such that the annual payments for the first year of the initial term shall be $94,500. Tenant does hereby covenant and agree promptly to pay the fixed rent, additional rent and other charges herein reserved as and when the same shall become due and payable, without demand therefor, and without any set-off or deduction whatsoever, and to keep and perform, and to permit no violation of, each and every of the covenants, agreements, terms provisions and conditions herein contained on the part and on behalf of Tenant to be kept and performed. For default in payment of additional rent or other sums or charges herein reserved or payable by Tenant, Landlord shall have the same remedies as for a default by Tenant in the payment of fixed rent payable hereunder. If Tenant shall fail to pay any installment of fixed rent or additional rent or other sums or charges within ten (10) days after the same shall be due then, Tenant shall pay a late charge of $5 for each $100.00 so unpaid. Nothing herein contained shall be intended any to violate law, applicable code or regulation, and, in all instances, such late charge be automatically shall reduced to any maximum applicable legal rate or charge. Such late charge shall be imposed monthly for each late payment and is in addition to all other rights and remedies available to Landlord and shall not be deemed to limit any such rights or remedies. Tenants' obligations and responsibilities pursuant to any provision of this Lease, including the payment of any fixed rent or additional rent or the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease on Tenants part to be kept, observed or performed, shall survive the expiration or termination of the term of this Lease. 2. Occupancy. (a) Landlord shall undertake the Landlord Work set forth in Section 14 of the Rider. If the premises are not ready for Tenants occupancy on the term commencement date, then this Lease shall not be affected thereby but, in such case, Tenanes occupancy date shall be deemed to be postponed until the date when the premises are ready for Tenants occupancy and Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement of such specific date. In the event the Term Commencement Date shall be postponed, the expiration date of the term of this Lease set forth in Article 1 hereof shall be extended by the number of days equal to the number of days by which the Term Commencement Date was so postponed and, in addition thereto, each date set forth in clause (a) through and including (c) of said Article 1 and the Rent Commencment Date as set forth in Section 5 of the Rider shall likewise be extended by said number of days. In the event of the foregoing, the parties will enter into an agreement setting forth the Term Commencement Date and all other dates required to be modified by reason of such postponement. The parties hereto agree that this Article 2 constitutes an express provision as to the time at which Landlord shall deliver possession of the premises to Tenant, and provided the Term Commencement Date is not delayed by more than four (4) months, Tenant hereby waives any rights to rescind this Lease which Tenant might otherwise have pursuant to Page 2 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 Section 223a of the Real Property Law of the State of New York or pursuant to any other law of like import now or hereafter in force. (b) Except as expressly set forth in Section 14 of the Rider, Tenant understands, and covenants and agrees, that Landlord shall not be required to perform any work or there installations in or to the premises or the Building and Tenant further convents and agrees that the premises are leased to Tenant, and is" Tenant shall accept the premises, in its "as condition existing on the term commencement date; provided, however, Landlord shall deliver the premises to Tenant on the term commencement date vacant and in broom clean condition. Tenant further understands and agrees that Landlord makes no representations as to the condition of the premises or the Building or the suitability thereof for the use permitted hereunder. (c) Subject to the provisions of this Lease, including, but not limited to, Article 6 hereof, Tenant, at Tenants sole cost and expense, shall be permitted to install an an HVAC system of Tenants choice in the premises and Landlord will permit necessary duct work therefor to be installed in the portion of the Building mutually approved by Landlord and Tenant. Upon prior notice to Landlord and with Landlords approval, Tenant shall be permitted to enter the portion of the Building occupied by Landlord, if any, for the purpose of maintaining and servicing said HVAC system provided any such entry shall be accomplished only in the presence of a representative of Landlord and shall not interfere with or affect Landlord or Landlords use or occupancy of said portion so occupied by Landlord. (d) Tenant, by entering into occupancy of the premises, shall be conclusively deemed to have agreed that Landlord, up to the time of such occupancy, had performed all of its obligations hereunder and that the premises were in satisfactory condition as of the date of such occupancy. Landlord shall not be responsible for latent defects in the Building or the premises. (e) Tenant covenants agrees that, subject to the covenants, agreements, terms, provisions and conditions of this Lease including, but not limited to, Article 6 hereof, Tenant, at Tenants sole cost and expense, shall perform all work and other alterations and installations necessary in order to prepare the premises for Tenants occupancy for the use permitted hereunder including, but not limited to, the construction of demising walls except for Landlords Improvements as set forth in Seciont 14 of the Rider. (f) If, by reason of any of the provisions of this Lease, the fixed rent under this Lease shall commence on any day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated. (g) A copy of the Certificate of Occupancy covering the Building will be provided by Landlord within ten (10) days of the execution of this lease. In the event Landlord does not have or cannot obtain a Certificate of Occupancy for the Building, then Tenant shall have the right, but not the obligation to obtain the same. Tenant shall use commercially reasonable efforts to obtain a Certificate of Occupancy for the interior portion of the leased premises from the applicable issuing authority. 3. Use of Premises. Tenant shall not use the premises or any part thereof, or permit the premises or any part thereof to be used, for any purpose other than the use hereinabove specifically mentioned, subject, however, to all the covenants, agreements, terms, provisions and conditions of this Lease and Tenanes right to assign this lease. Those portions, if any, of the premises which on the plan(s) attached hereto are shown as toilets and utility areas shall be used by Tenant only for the purposes for which they are designed. Tenant will not at any time use or occupy the premises or any part thereof, or permit the premises or any part thereof to be used or occupied, in violation of the certificate of occupancy (temporary or final) issued for the Building and/or the premises. Page 3 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 Tenant shall not use or permit the use of the premises or any part thereof in any way which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner or impair or interfere with or tend to impair or interfere with the use of any of the other areas of the Building by, or occasion discomfort, inconvenience or annoyance to, any of the other tenants or occupants of the Building. Tenant shall not install any electrical or other equipment of any kind which, in the judgment of Landlord, might cause any such impairment, interference, discomfort, inconvenience or annoyance. if any governmental license or permit shall be required for the proper and lawful conduct of Tenants business or other activity carried on it the premises, Tenant, at Tenants expense, shall duly procure and thereafter maintain such license or permit and submit the same to inspection by Landlord. Tenant, at Tenants expense, shall, at all times, comply with the terms and conditions of each license or permit. 4. Fixtures, etc Not to be Rernoved. All fixtures, equipment, improvements, installations and appurtenances attached to, or built into, the premises of or during the term hereof, at the commencement whether or not fumished and installed at the expense or by Tenant, shall be and remain of Tenant part of the premises and be deemed the property of Landlord and shall not be removed by Tenant, except as otherwise expressly provided in this Lease. It is expressly understood and agreed that the pools and other equipment installed by Tenant in accordance with all applicable code requirements and which are necessary to the operation of the Tenants business are not fixtures. Without limiting the generality of the next preceding sentence, all electric, heating, plumbing, pneumatic tube, telephone, telegraph, communication, radio and television fixtures systems, and outlets, venetian blinds, partitions, railings, gates, doors, vaults, stairs, paneling (including, but not limited to, display cases and cupboards recessed in paneling), molding, shelving, radiator enclosures, cork rubber, linoleum and composition floors, and ventilating, silencing, HVAC equipment shall be deemed to be included in such fixtures, equipment, improvements, installations and appurtenances, whether or not attached to or built into the premises, if any. Anything hereinbefore in this Article 4 contained to the contrary notwithstanding, any fixture, equipment, improvement, installation or appurtenance fumished and installed in any part of the premises (whether or not attached thereto or built therein) at the sole expense of Tenant (and with respect to which no credit or allowance shall have been granted to Tenant by Landlord and which was not fumished and installed in replacement of an item which Tenant would not be entitled to remove in accordance with this Article 4) may be removed from the Building by Tenant prior to the expiration of the term hereof and , if and to the extent requested by Landlord (either prior to or not more than 30 days after such expiration), shall be removed from the Building by Tenant prior to such expiration unless such request is made after such expiration (or is made prior to such expiration and Tenant acting with reasonable promptness is not able to remove same from the Building prior to such expiration), in which event the same shall be removed from the Building by Tenant with reasonable promptness after the receipt of such request. The cost and expense of any removal such and the cost and expense of repairing any such damage to the premises or to thearising from such removal Building shall be paid by Tenant on demand. If any fixtures, equipment, improvement, installation or appurtenances which as aforesaid may or is required to be removed from the Building by Tenant is not removed by Tenant from the Building within the time above specified therefor, then Landlord (in addition to all other rights and remedies to which Landlord may be entitled at any time) may at its election deem that the same has been abandoned by Tenant to Landlord, but not such election shall relieve Tenant of Tenants obligation to pay the cost and expense of removing the same from the Building or the cost or repairing damage to the premises or to the Building arising from such removal. All the perimeter wall of the premises, any balconies, terraces or roofs adjacent to the premises, and any space in and/or adjacent to the premises used for shafts, stacks, pipes, vertical conveyors, mail chutes, pneumatic tubes, conduits, ducts, electrical or other utilities, rooms containing or other similar or dissimilar Building facilities, and the use thereof, as well as access thereto through the premises for the purposes of such use and the operation, improvement, replacement, addition, repair, maintenance and decoration thereof, are expressly reserved to Landlord. Page 4 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 5. Electric Energy and Waten Tenant, at Tenants sole cost and expense, shall furnish through the transmission facilities initially installed in the Building, and supply to the premises, attemating electrical energy to be used by Tenant in the premises in such reasonable quantity as may be reasonably required by Tenant for the operation of Tenants business from the premises. Tenant covenants and agrees that at all times its use of electrical energy shall not exceed the capacity of existing feeders to the Building or the risers or wiring installations and Tenant may not use any electrical equipment which, in Landlord's sole and exclusive opinion, will overload any such installations or will interfere with the use thereof by other tenants or occupants of the Building or otherwise have a material or adverse effect on electrical energy service to the Building. Landlord shall in no way be liable for any failure of or defect in the character or supply of electrical energy furnished to the premises except for actual damage suffered by Tenant by reason of any such defect or failure resulting from the willful gross negligence of Landlord. In order that Landlord may at all times have all necessary information which it requires in order to maintain and protect its equipment, Tenant agrees that it will not make any alteration or addition to the electrical equipment and/or appliances in the premises without prior written consent of Landlord in each instance. Pursuant to Sections 9 and 10 of the Rider, Tenant shall pay Landlord the cost for all water consumed by Tenant in the premises. Landlord shall prorate water among all Tenants equal to the percentage of space each occupies and bill Tenant (with supporting documentation sufficient to ascertain the charges). Tenant shall pay its own Gas and Electric charges to the applicable utility company in accordance with its own meter readings.. All meters necessary for the measurement of Tenants consumption of electrical energy and water in the premises shall be installed by Landlord, if required, and maintained by Tenant at Tenants sole cost and expense. 6. Various Covenants, Tenant covenants and agrees that Tenant will: (a) Except as set forth in Section 13 of the Rider, throughout the term, at Tenants expense, make all repairs, restoration and replacements in, at and to the premises as and when the same are necessary in order to keep and maintain the premises and the fixtures and appurtenances therein in good order, condition and repair and pay to Landlord the cost of making good any injury, damage or breakage to the Building or the premises (including plate glass). (b) Intentionally Deleted.Intentionally Deleted. (c) permit Landlord and any mortgagee Building of the or of the Building and the Land or of the interest of Landlord therein and any lessor under any ground or underlying lease, and their representatives, to enter the premises on reasonable advance notice and at all reasonable hours, for the purposes of inspection, or of making repairs, replacements or improvements in or to the premises or the Building or equipment, or of complying with all laws, orders and requirements of governmental or other authority or of exercising any right reserved to Landlord by this Lease (including the right, during the progress of any such repairs, replacements, or improvements or while performing work and fumishing materials in connection with compliance with any such laws, orders or requirements, to keep and store within the premises all necessary materials, tools and equipment). (d) make no claims against Landlord or any lessor under any ground or underlying lease for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, or loss of use of, any property of Tenant or of any other person irrespective of the cause of such injury, damage or loss, unless caused by the willful gross negligence of Landlord or Owner in the operation or Page 5 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 maintenance of the Building, it being understood and agreed that no property other than such as might normally be brought upon or kept in the premises for the purposes herein specified will be brought upon or kept in the premises. (e) other than the Tenant work set forth in Section 16 of the Rider, make no alterations, decorations, installations, repairs, additions, improvements or replacements including, but not limited to, demising walls, in, to or about the premises without Landlords prior written consent, and then only by contractors or mechanics approved by Landlord which approval of contractors and mechanics Landlord agrees will not be unreasonably withheld or delayed. Landlord, as a condition of such consent, may impose such requirements upon Tenant for the fumishing, by Tenant, at Tenant's sole cost and expense, of such insurance as Landlord shall determine necessary, appropriate and desirable including, but not limited to, workers' personal liability, property damage and compensation insurance and Landlord, any mortgagee or any ground or underlying lessor as shall be designated by Landlord shall be named as additional insured under any such insurance. All such alterations, decorations, installations, repairs, additions, improvements or replacements shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time designate. Prior to the commencement of any such alterations, decorations, installations, repairs, additions, improvements or replacements, Tenant shall submit to Landlord, for Landlords approval, plans and specifications (to be prepared by and at the expense of Tenant) of such proposed alterations, decorations, installations, repairs, additions, improvements or replacements, in detail, satisfactory to Landlord. In no event shall any material or equipment be incorporated in or to the premises in connection with any such alteration, decoration, installation, repair, addition, improvement or replacement which is subject to any lien, security agreement, charge, mortgage or other encumbrance of any kind whatsoever or is subject to any conditional sale or other similar or dissimilar title retention agreement. Any mechanic's lien field against the premises or the Building for work claimed to have been done for, or materials claimed to have been fumished to, Tenant shall be discharged by Tenant within 10 days thereafter, at Tenant's expense, by payment or filing the bond required by law. All alterations, decorations, installations, repairs, additions, improvements, replacements or work done by Tenant shall at all times comply with (1) laws, rules, orders, and regulations of govemmental authorities having jurisdiction thereof, including without limitation, the American's With Disabilities Act and all regulations issued thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, (2) rules and regulations of Landlord, and (3) plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for Landlords prior written approval and which Landlord shall have approved. No structural alterations, installations, repairs, additions, improvements, replacements or work or any alterations, installations, repairs, additions, improvements, replacement or work to any utility system in or serving the Building or the premises shall be undertaken, started or begun by Tenant, its agents, servants or employees, until Landlord has approved such plans and specifications; and no amendments or additions to such plans and specifications shall be made without the prior written approval of Landlord; provided, however, Landlords review and/or approval of such plans and specifications or amendments or additions thereto shall not constitute a determination or acknowledgement by Landlord that such plans and specifications comply with applicable rules, orders laws, and regulations of governmental authorities. Tenant shall be entitled to make nonstructural alterations to the interior of the premises provided Tenant furnishes Landlord with built" plans and specifications therefor, including "as plans and specifications, and otherwise complies with the provisions of this Lease including this paragraph (e). The construction of demising walls by Tenant shall be subject to the prior written consent of Landlord. Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or labor and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant of Landlord or others in the construction, maintenance and/or operation of the Building or any part thereof. (f) not violate, or permit the violation of, any condition imposed by the standard fire insurance policy issued for office buildings in the County of Westchester, City of Rye, Village of Port Chesterf , and not do anything or permit anything to be done, or keep anything or permit anything to be kept, in the premises, Page 6 of 23 FILED: WESTCHESTER COUNTY CLERK 03/01/2024 12:55 PM INDEX NO. 57871/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/01/2024 which would increase the fire or other casualty insurance rate on the Building or the property therein, or which would result in insurance companies of good standing refusing to insure the Building or any such property in amounts and against risks as determined by Landlord. (g) permit Landlord, on reasonable advance notice and at reasonable times, to show the premises to any lessor under any ground or underlying lease, or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or assignee of any mortgage, of the Building and/or the Land or of Landlords interest therein, and their representatives, and during the period of 12 months next preceding the date of expiration of the term hereof with respect to any part of the premises similarly show such part to any person contemplating the leasing of all or a portion of the same. (b) at the end of the term, quit and surrender to Landlord the premises broom-clean and in good order, condition and repair except for ordinary wear and tear. If the last day of the term of this Lease falls on Sunday or a legal holiday, this Lease shall expire on the business day immediately preceding. days' (i) at any time and from time to time upon not less than 5 prior notice by Landlord to Tenant, execute, acknowledge and deliver to Landlord, or to anyone Landlord shall designate, a statement of Tenant (or if Tenant is a corporation, an appropriate officer of Tenant) in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and as modified and stating the modifications), and the dates to which the fixed rent, additional rent, and other charges have been paid in advance, if any, and stating whether or not Landlord is in default