Preview
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
---------------------------------------------------------------------------X
NICHOLAS GRANT, Index No.: 510433/2019
Plaintiff, SUPPLEMENTAL
-against- RESPONSE TO DEMAND
FOR DISCOVERY AND
147-02/12 LIBERTY AVE., LLC, JOUVAY NY, INC. INSPECTION
d/b/a JOUVAY NIGHT CLUB, ISAAC J. RIOS, and
PROFESSIONAL CORPORATE SECURITY SERVICES,
INC.,
Defendants.
---------------------------------------------------------------------------X
PLEASE TAKE NOTICE, that the undersigned, as for their Supplemental Response to
Discovery and Inspection, hereby provides the following:
1. Attached please find a copy of the lease agreement between Bellino Equities LLC and
Jouvay NY Inc. for 147-02 Liberty Avenue, Jamaica New York.
Dated: Mineola, New York
April 11, 2024
Yours, etc.
BONGIORNO, MONTIGLIO, MITCHELL
& PALMIERI, PLLC
Neil J. Palmieri
By: Neil J. Palmieri, Esq.
Attorneys for JOUVAY NY INC. d/b/a
JOUVAY NIGHT CLUB
200 Old Country Road, Suite 680
Mineola, New York 11501
(516) 620-4490
Our File No.: FRS 016421 NJP
1 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
To: Law Offices of Bryan Barenbaum
Attorneys for Plaintiff
2060 Eastern Parkway
Brooklyn, New York 11207
(718) 421-1111
Black Marjieh & Sanford, LLP
Attorneys for Defendant
147-02/12 Liberty Ave., LLC
100 Clearbrook Road
Elmsford, New York 10523
(914) 704-4400
Goetz Schenker Blee & Wiederhorn
Attorneys for Defendant
Professional Corporate Security Services, Inc.
101 Greenwich Street, 20th Floor
New York, New York 10006
(212) 363-6900
2 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Lease Date 08/01/2018
Landlord's Name Bellino Equities LLC
Landlord type of organization or individual Domestic Limited Liability Company
Landlord Street Address 94-02 150th Street Jamaica, NY 11435
Tenant's Name NY, Inc.
Jouvay
Tenant type of organization or individual Domestic Corporation
Tenant Street Address 109 Hempstead Avenue Lynbrook, NY 11563
Premises Size 10,000
Premises Address 147-02 Liberty Avenue, Jamaica NY 11435
Premises Term 3 year
Term Start Date 08/01/2018
Term Ending Date 07/31/2021
Delivery Date 08/01/2018
Annual Rent 188,342.04
Monthly Rent 15,695.17
Percent Tax Increase in words one hundred
Percent Tax Increase in numbers 100
Percent Annual Rent Increase in words five
Percent Annual Rent Increase in numbers 5
Permitted Use 1st part Nightclub
Permitted Use 2nd part if needed
Security Deposit in numbers 35,440.00
Name of person signing for landlord Michael Bellino
3 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Capacity of person signing for landlord (Pres, etc.) Member
Managing
Name of person signing for tenant Indira Girisankar
Capacity of person signing for tenant (Pres, etc.) Managing Member
First Guarantor's Name
Second Guarantor's Name
Site Development Additional Consideration in Numbers
Work Addendum Completion Date
Work Addendum Rider Items
4 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Lease Amendments:
Tenant is responsible for 100% of real estate taxes increase
Base tax year 2001.
Tenant pays there tax portion of 1,446.12 per month in addition to monthly rent.
Tax portion due to increase as real estate taxes increase each year.
Tenant to supply certificate of insurance listing the following as additional insured:
Bellino Equities, LLC
94-02 150th Street
Jamaica, NY 11435
5 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Lease
Between
Bellino Equities LLC
. And
Jouvay NY, Inc.
For
147-02 Liberty Avenue, Jamaica NY 11435
6 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Table of Contents
Demised Premises............................................................................................................................1
Term.................................................................................................................................................1
Pre-Commencement Work...............................................................................................................1
Rent.................................................................................................................................................-2
Additional Rent................................................................................................................................2
Rent Increases..................................................................................................................................3
No Counterclaim or Abatement.......................................................................................................4
Use of Demised Premises............................................................,...................................................4
Condition of Demised Premises.......................................................................................................5
Maintenance and Repair..................................................................................................................6
Alterations and Additions................................................................................................................7
Impositions.......................................................................................................................................8
Compliance With Requirements......................................................................................................9
Liens.................................................................................................................................................9
Utility Services...............................................................................................................................11
Insurance..........................................................................................................................................11
Indemnification..............................................................................................................................12
Casualty..........................................................................................................................................13
Sanitation.........-............................................................................................................................14
Odors, Noises And Hazardous Material.........................................................................................14
Water Damage................................................................................................................................15
Lessor's Liability............................................................................................................................15
Quiet Enjoyment............................................................................................................................16
Default............................................................................................................................................16
Force Majeure................................................................................................................................19
Lessee's Equipment........................................................................................................................20
Security Deposit.............................................................................................................................20
Injunction.......................................................................................................................................20
Waiver............................................................................................................................................21
Lessor's Remedies Cumulative......................................................................................................21
Estoppel Certificates......................................................................................................................21
Assignment, Subletting and Mortgages.........................................................................................22
Subordination and Attomment.......................................................................................................24
Entry by Lessor..............................................................................................................................24
Conveyance by Lessor...................................................................................................................25
ger of Title.........................................................................................................................25
Me TON
Acceptance of Surrender................................................................................................................25
End of Lease Term.........................................................................................................................26
Definitions......................................................................................................................................26
Notices...........................................................................................................................................27
Signs...............................................................................................................................................28
Notice of Law................................................................................................................................28
Miscellaneous................................................................................................................................28
7 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
Brokerage.......................................................................................................................................29
Replacement Space........................................................................................................................29
Rider................................................................................................................32
Personal Guaranty
Development Rider.................................................................................................................33
Site
Addendum Rider..................................................................................................................34
Work
8 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
THIS LEASE, dated 08M1/2018 between Bellino Equities LLC
a Domestic Limited Liability Company having an address at
C44-02 150th Street Jamaica, NY 11435
( Lessor ') and
Jouvay NY, Inc.
a Domestic Corporation having an
address at
109 Hempstead Avenue Lynbrook, NY 11563
("Lessee").
Demised Premises
1. In consideration of the Rent hereinaner reserved and the terms, covenants and conditions
set forth in this Lease to be observed and performed by Lessee, the Lessor hereby demises and
leases unto the Lessee, and the Lessee hereby hires and takes from the Lessor a building
comprising approximately 10,000 rentable square feet and the land upon which it is
situatedlocated at 147-02 Jamaica NY 11435
Liberty Avenue,
(the "Demised Premises");
TO HAVE AND TO HOLD the Demised Premises unto Lessee, and the permitted successors
and assigns of Lessee, upon and subject to all of the terms, covenants and conditions herein
contained, unless the Lease Term shall sooner terminate pursuant to any of the conditional
limitations or other provisions of this Lease.
Term
2. The term of this Lease shall be for a period of3 year , commencing
on 08/01/2018 ("Commencement Date") and ending on 07/31/2021 (ˆnding
"Term"
Date") (the or "Lease Term").
Pre-Commencement Work
3. If, as a condition of this lease, Lessor agrees to complete certain items of construction
and alteration to the Demised Premises, they are more particularly described on the Work
Addendum annexed hereto (collectively, the "Lessor 's Work"). Lessor shall complete the
Lessor's Work in a good and workmanlike manner, and in accordance with all applicable
statutes, ordinances and
building codes, governmental rules, regulations and orders relating to
construction of the improvements. Lessor shall diligently proceed with the construction of the
Lessor's Work and use good faith etTorts to Substantially Complete the Lessor's Work to the
Demised Premises and deliver possession of the Demised Premises to Lessee on or before
08/01/2018 the Delivery Date. If the Commencement Date has not occurred onor
befoe the Delivery Date because the Demised Premises are not Substantially Complete bysuch
date and such delay was directly caused by Lessor (and not Lessee), the Lessee shall havethe
right to adjourn the Commencement date as provided below or to cancel this lease and
receive a full refund of any money paid to or deposited with the Lessor pursuant hereto. If the
Lessee does not cancel this Lease as provided above, this Lease shall commence on the date the
Lessor delivers written notice to Lessee that Lessor has Substantially Completed the Lessor's
Work as contemplated by the Construction Addendum hereof, whichever is later.
Completion"
For purposes of this Lease, the term "Substantial shall mean (i) the Lessor's Work
have been completed herein and sufficient for the Lessee to occupy the Demised Premises and to
Page 1 of 34
9 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
list"
undertake business therein, subject only to minor so-called "punch items, (ii) the architect
shall have executed and delivered a certification that the Lessor's Work have been substantially
completed in accordance with the construction drawings therefore and in compliance with all
building and other codes; and (iii) the applicable agency of the local authorities has inspected the
Demised Premises and issued a certificate of occupancy or temporary certificate of completion
(or temporary certificate of occupancy) permitting Lessee's use and occupancy therein. In the
event that the Demised Premises have been delivered to Lessee subject to a temporary certificate
of completion (or
temporary certificate of occupancy) due to certain minor items identified by
the applicable agency of the local authorities that need to be resolved prior to issuing a final
certificate of completion (or final certificate of occupancy) for the Demised Premises (the
"Certificate of Completion Work"), the Lessor will
diligently cure such deficiencies such that a
certificate of completion or certificate of occupancy shall be issued by the applicable agency of
the local agencies and such certificate shall then be promptly delivered to the Lessee upon
Lessor 's receipt of same. The Lessor's Work performed by Lessor will be performed in
accordance with the Law and in a good and workmanlike manner.
Within ten (10) days after Lessor has substantially completed Lessor's Work, Lessee shall have
the right to inspect the Demised Premises and complete and deliver to Lessor a "Compliance
List", specifying any work required to be completed by Lessor to correct any deficiencies in
connection with Lessor's Work (including the Certificate of Completion Work described above);
provided Lessor agrees with such Compliance List, it will complete all deficiencies required
under the Compliance List which are the obligation of Lessor within thirty (30) days after the
Commencement Date or such longer time
as may be reasonably required because of the nature
of the deficiency, provided Lessor must have undertaken procedures to correct the deficiency
within such thirty (30) day period and thereafter diligently pursues such efforts to completion.
The fact that Lessor still has to complete work set forth on the Compliance List shall not delay or
postpone the Commencement Date so long as the items listed on the Compliance List do not
prevent or prohibit obtaining a temporary or final certificate of completion (or temporary or final
certificate of occupancy) or Lessee's reasonable ability to utilize the Demised Premises. The
taking of possession of the Demised Premises by Lessee shall be deemed an acceptance of the
Demised Premises and substantial completion by Lessor of the Lessor's Work, subject to the
items on the Compliance List.
Rent
4. Lessee to pay to Lessor as a net annual
covenants rent the sum of $ 188,342.04 (the
"Fixed Rent"),payable in equal monthly installments of $ 15,695.17 ("Monthly Rent
Installment") for the first twelve (12) months of the Lease Term at the office of the Lessor at
94-02 150th Street Jamaica, NY 11435 , or to such other address as Lessor may direct in writing.
Additional Rent
5. Lessor shall be solely responsible, at its cost and expense, for the payment of all Real
Estate Taxes during the Term of the Lease and each Renewal Period, except the Lessee that
agrees to pay as additional rent during the term of this Lease, and any renewals, extensions and
modifications hereof, one hundred (100 %) of any increase in the real estate taxes
against the Demised Premises over the real estate taxes for the base fiscal tax year having been
Page 2 of 34
10 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
imposed as of the end of the NYC tax year in effect at the Lease Commencement Date, whether
the increase in taxation results from a higher tax rate(s) and/or an increase in assessed
valuation(s) of the said property and/or the imposition(s) of any special assessment(s) against the
said property.
taxes"
The term "real estate shall be deemed to mean any and all taxes and assessments, special
or otherwise, imposed for any reason by any governmental authorities having or asserting
jurisdiction over the Demised Premises and/or the land upon which it is erected.
Such payment(s) shall be made by the Lessee within twenty (20) days after the Lessor shall bill
the Lessee for any part thereof payable by the Lessee and submission of said bill shall be
conclusive to establish the amount due under this paragraph.
Lessor shall keep records of all Real Estate Taxes for a period of at least three (3) years. Not
days'
more frequently than once in every 12-month period and after at least twenty (20) prior
written notice to Lessor, Lessee shall be permitted to audit the records of the Real Estate Taxes.
If Lessee exercises its audit rights as provided above, Lessee shall conduct any inspection at a
reasonable time and in a manner so as not to unduly disrupt the conduct of Lessor's business.
Any such inspection by Lessee shall be for the sole purpose of verifying the Real Estate Taxes.
Lessee shall hold any information obtained during any such inspection in confidence, except that
Lessee shall be permitted to disclose such information to its attorneys and advisers, provided
Lessee informs such parties of the confidential nature of such information and uses good faith
and diligent efforts to cause such parties to maintain such information as confidential Any
excess revealed and verified by Lessee's audit shall be paid to Lessee within thirty (30) days
after the Lessor is notified.
Rent Increases
6. Beginning with the thirteenth (13th) installment, and annually thereafter, the Fixed Rent
shall increase by a percentage equal to the higher of:
a) the annual percentage increase in the Consumer Price Index for All Urban
Consumers as published by the United States Department of Labor, Bureau of Labor Statistics in
the month prior to the scheduled increase over the same index in the prior year, or
b) five percent (5 %)
The amount of this increase shall be added to the prior year's Fixed Rent amount, and the total
thereof shall be the new Fixed Rent amount for the subsequent year.
The Fixed Rent shall be payable in advance in equal monthly installments on the firstday of
each calendar month. if the Lease Commencement Date is not on the first day of a month, the
Fixed Rent for the month in which the Lease Term commences shall be appropriately
apportioned. The first installment of Fixed Rent shall be paid simultaneously with the execution
of this Lease. Each date on which Fixed Rent is payable hemunder is hereinafter referred to as a
"Rent Payment Date".
Lessee also agrees to pay, from time to time as provided in this Lease, as Additional Rent all
other amounts and obligations which Lessee assumes or agmes to pay under this Lease and a late
Page 3 of 34
11 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
charge equal to 5% of the amount of any Fixed Rent not paid by the 10th of the month in which
same us due. Such late charge shall be in addition to all of Lessor's remedies hereunder for the
non-payment of Rent, and if Lessee fails to pay any such Additional Rent, Lessor shall have all
the rights, powers and remedies provided for in this Lease or at law or in equity or otherwise in
the case of nonpayment of rent, All Fixed Rent and Additional Rent (collectively hereinafter
referred to as "Rent") shall be paid in such coin or currency (or, subject to collection, by good
check payable in such com or currency) of the United State of America as at the time shall be
legal tender for the payment of public and private debts, at the office of Lessor as set forth
above, or at such place and to such person as Lessor from time to time may designate.
No Counterclaim or Abatement
7. All Rent shall be paid to Lessor without notice, demand, countemlaim, set-off, deduction
or defense, and nothing shall suspend, defer, diminish, abate or reduce any Rent, except as
otherwise specifically provided in this Lease. The obligations and liabilities of Lessee hereunder
in no way shall be released, discharged or otherwise affected (except as expressly provided
herein) by reason of any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding resulting to Lessor, or any action taken with
respect to this Lease by any trustee or receiver of Lessor, or by any court, in any such
proceeding; any claim which Lessee has or might have against Lessor (which Lessee must bring
byway of a separate proceeding); any failure on the part of Lessor to comply with or perform
any of the terms hereof or of any other agreement with Lessee; or any occurrence whatsoever,
whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or
knowledge of any of the foregoing.
Use of Demised Premises
8. Lessee covenants that the Demised Premises shall be used for Nightclub
and for office use incidental to any of the foregoing, (collectively, the
Use"
"Intended or "Permitted Use"), and for no other purpose, whatsoever unless app oved in
writing by Lessor. Lessor agrees that said written approval shall not be unreasonably withheld,
provided that same is not in conflict or in competition with, now or in the future, any other
business in the building, if any. Lessee shall not do or permit any act or thing which is contrary
to any Legal Requirement or insurance Requirements, or which might impair the value or
usefulness of the Demised Premises or any past thereof. Lessee shall not knowingly use, or allow
the Demised Premises or any part thereof of any improvements now or hereafter erected thereon
or any appurtenances thereto to be used or occupied, for any unlawful purpose or in violation of
any certificate of occupancy, nor shall
knowingly Lessee or intentionally permit or allow any act
to be done or any condition to exist within the Demised Premises or any part thereof, or in any
improvements now or hereafter erected thereon, or any appurtenance to the Demised Premise, or
any permit any article to be brought therein, which may be dangerous, unless safeguarded as
required by law, or which may constitute a nuisance, public or private or which may make void
or voidable any insurance in force with respect thereto. Lessee shall not allow or permit any
damage to the Demised Premises. Lessee shall not permit, the spilling, discharge, release,
deposit or placement on the Demised Premises or any part thereof; whether in containers or other
impoundments, of any substance that is within Tenant's reasonable control, which is a hazardous
Page 4 of 34
12 of 46
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019
NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024
or toxic substance within the meaning of any applicable environmental law.
Lessor, upon becoming aware of a breach of the above covenants, shall notify Lessee in writing
as provided hereafter in Section 39. Upon Lessor's notice thereof to Lessee, Lessee shall, within
thirty (30) business days thereof, cease the use and/or correct the condition complained of;
provided, however, that if the nature of the use or condition is such that more than
thirty (30)
days are reasonably required for its cure, then Lessee shall not be deemed to be in default if
Lessee commenced such cure within such thilty (30) day period and thereafter diligently
prosecutes such cure
Preview
FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS ---------------------------------------------------------------------------X NICHOLAS GRANT, Index No.: 510433/2019 Plaintiff, SUPPLEMENTAL -against- RESPONSE TO DEMAND FOR DISCOVERY AND 147-02/12 LIBERTY AVE., LLC, JOUVAY NY, INC. INSPECTION d/b/a JOUVAY NIGHT CLUB, ISAAC J. RIOS, and PROFESSIONAL CORPORATE SECURITY SERVICES, INC., Defendants. ---------------------------------------------------------------------------X PLEASE TAKE NOTICE, that the undersigned, as for their Supplemental Response to Discovery and Inspection, hereby provides the following: 1. Attached please find a copy of the lease agreement between Bellino Equities LLC and Jouvay NY Inc. for 147-02 Liberty Avenue, Jamaica New York. Dated: Mineola, New York April 11, 2024 Yours, etc. BONGIORNO, MONTIGLIO, MITCHELL & PALMIERI, PLLC Neil J. Palmieri By: Neil J. Palmieri, Esq. Attorneys for JOUVAY NY INC. d/b/a JOUVAY NIGHT CLUB 200 Old Country Road, Suite 680 Mineola, New York 11501 (516) 620-4490 Our File No.: FRS 016421 NJP 1 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 To: Law Offices of Bryan Barenbaum Attorneys for Plaintiff 2060 Eastern Parkway Brooklyn, New York 11207 (718) 421-1111 Black Marjieh & Sanford, LLP Attorneys for Defendant 147-02/12 Liberty Ave., LLC 100 Clearbrook Road Elmsford, New York 10523 (914) 704-4400 Goetz Schenker Blee & Wiederhorn Attorneys for Defendant Professional Corporate Security Services, Inc. 101 Greenwich Street, 20th Floor New York, New York 10006 (212) 363-6900 2 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Lease Date 08/01/2018 Landlord's Name Bellino Equities LLC Landlord type of organization or individual Domestic Limited Liability Company Landlord Street Address 94-02 150th Street Jamaica, NY 11435 Tenant's Name NY, Inc. Jouvay Tenant type of organization or individual Domestic Corporation Tenant Street Address 109 Hempstead Avenue Lynbrook, NY 11563 Premises Size 10,000 Premises Address 147-02 Liberty Avenue, Jamaica NY 11435 Premises Term 3 year Term Start Date 08/01/2018 Term Ending Date 07/31/2021 Delivery Date 08/01/2018 Annual Rent 188,342.04 Monthly Rent 15,695.17 Percent Tax Increase in words one hundred Percent Tax Increase in numbers 100 Percent Annual Rent Increase in words five Percent Annual Rent Increase in numbers 5 Permitted Use 1st part Nightclub Permitted Use 2nd part if needed Security Deposit in numbers 35,440.00 Name of person signing for landlord Michael Bellino 3 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Capacity of person signing for landlord (Pres, etc.) Member Managing Name of person signing for tenant Indira Girisankar Capacity of person signing for tenant (Pres, etc.) Managing Member First Guarantor's Name Second Guarantor's Name Site Development Additional Consideration in Numbers Work Addendum Completion Date Work Addendum Rider Items 4 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Lease Amendments: Tenant is responsible for 100% of real estate taxes increase Base tax year 2001. Tenant pays there tax portion of 1,446.12 per month in addition to monthly rent. Tax portion due to increase as real estate taxes increase each year. Tenant to supply certificate of insurance listing the following as additional insured: Bellino Equities, LLC 94-02 150th Street Jamaica, NY 11435 5 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Lease Between Bellino Equities LLC . And Jouvay NY, Inc. For 147-02 Liberty Avenue, Jamaica NY 11435 6 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Table of Contents Demised Premises............................................................................................................................1 Term.................................................................................................................................................1 Pre-Commencement Work...............................................................................................................1 Rent.................................................................................................................................................-2 Additional Rent................................................................................................................................2 Rent Increases..................................................................................................................................3 No Counterclaim or Abatement.......................................................................................................4 Use of Demised Premises............................................................,...................................................4 Condition of Demised Premises.......................................................................................................5 Maintenance and Repair..................................................................................................................6 Alterations and Additions................................................................................................................7 Impositions.......................................................................................................................................8 Compliance With Requirements......................................................................................................9 Liens.................................................................................................................................................9 Utility Services...............................................................................................................................11 Insurance..........................................................................................................................................11 Indemnification..............................................................................................................................12 Casualty..........................................................................................................................................13 Sanitation.........-............................................................................................................................14 Odors, Noises And Hazardous Material.........................................................................................14 Water Damage................................................................................................................................15 Lessor's Liability............................................................................................................................15 Quiet Enjoyment............................................................................................................................16 Default............................................................................................................................................16 Force Majeure................................................................................................................................19 Lessee's Equipment........................................................................................................................20 Security Deposit.............................................................................................................................20 Injunction.......................................................................................................................................20 Waiver............................................................................................................................................21 Lessor's Remedies Cumulative......................................................................................................21 Estoppel Certificates......................................................................................................................21 Assignment, Subletting and Mortgages.........................................................................................22 Subordination and Attomment.......................................................................................................24 Entry by Lessor..............................................................................................................................24 Conveyance by Lessor...................................................................................................................25 ger of Title.........................................................................................................................25 Me TON Acceptance of Surrender................................................................................................................25 End of Lease Term.........................................................................................................................26 Definitions......................................................................................................................................26 Notices...........................................................................................................................................27 Signs...............................................................................................................................................28 Notice of Law................................................................................................................................28 Miscellaneous................................................................................................................................28 7 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 Brokerage.......................................................................................................................................29 Replacement Space........................................................................................................................29 Rider................................................................................................................32 Personal Guaranty Development Rider.................................................................................................................33 Site Addendum Rider..................................................................................................................34 Work 8 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 THIS LEASE, dated 08M1/2018 between Bellino Equities LLC a Domestic Limited Liability Company having an address at C44-02 150th Street Jamaica, NY 11435 ( Lessor ') and Jouvay NY, Inc. a Domestic Corporation having an address at 109 Hempstead Avenue Lynbrook, NY 11563 ("Lessee"). Demised Premises 1. In consideration of the Rent hereinaner reserved and the terms, covenants and conditions set forth in this Lease to be observed and performed by Lessee, the Lessor hereby demises and leases unto the Lessee, and the Lessee hereby hires and takes from the Lessor a building comprising approximately 10,000 rentable square feet and the land upon which it is situatedlocated at 147-02 Jamaica NY 11435 Liberty Avenue, (the "Demised Premises"); TO HAVE AND TO HOLD the Demised Premises unto Lessee, and the permitted successors and assigns of Lessee, upon and subject to all of the terms, covenants and conditions herein contained, unless the Lease Term shall sooner terminate pursuant to any of the conditional limitations or other provisions of this Lease. Term 2. The term of this Lease shall be for a period of3 year , commencing on 08/01/2018 ("Commencement Date") and ending on 07/31/2021 (ˆnding "Term" Date") (the or "Lease Term"). Pre-Commencement Work 3. If, as a condition of this lease, Lessor agrees to complete certain items of construction and alteration to the Demised Premises, they are more particularly described on the Work Addendum annexed hereto (collectively, the "Lessor 's Work"). Lessor shall complete the Lessor's Work in a good and workmanlike manner, and in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations and orders relating to construction of the improvements. Lessor shall diligently proceed with the construction of the Lessor's Work and use good faith etTorts to Substantially Complete the Lessor's Work to the Demised Premises and deliver possession of the Demised Premises to Lessee on or before 08/01/2018 the Delivery Date. If the Commencement Date has not occurred onor befoe the Delivery Date because the Demised Premises are not Substantially Complete bysuch date and such delay was directly caused by Lessor (and not Lessee), the Lessee shall havethe right to adjourn the Commencement date as provided below or to cancel this lease and receive a full refund of any money paid to or deposited with the Lessor pursuant hereto. If the Lessee does not cancel this Lease as provided above, this Lease shall commence on the date the Lessor delivers written notice to Lessee that Lessor has Substantially Completed the Lessor's Work as contemplated by the Construction Addendum hereof, whichever is later. Completion" For purposes of this Lease, the term "Substantial shall mean (i) the Lessor's Work have been completed herein and sufficient for the Lessee to occupy the Demised Premises and to Page 1 of 34 9 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 list" undertake business therein, subject only to minor so-called "punch items, (ii) the architect shall have executed and delivered a certification that the Lessor's Work have been substantially completed in accordance with the construction drawings therefore and in compliance with all building and other codes; and (iii) the applicable agency of the local authorities has inspected the Demised Premises and issued a certificate of occupancy or temporary certificate of completion (or temporary certificate of occupancy) permitting Lessee's use and occupancy therein. In the event that the Demised Premises have been delivered to Lessee subject to a temporary certificate of completion (or temporary certificate of occupancy) due to certain minor items identified by the applicable agency of the local authorities that need to be resolved prior to issuing a final certificate of completion (or final certificate of occupancy) for the Demised Premises (the "Certificate of Completion Work"), the Lessor will diligently cure such deficiencies such that a certificate of completion or certificate of occupancy shall be issued by the applicable agency of the local agencies and such certificate shall then be promptly delivered to the Lessee upon Lessor 's receipt of same. The Lessor's Work performed by Lessor will be performed in accordance with the Law and in a good and workmanlike manner. Within ten (10) days after Lessor has substantially completed Lessor's Work, Lessee shall have the right to inspect the Demised Premises and complete and deliver to Lessor a "Compliance List", specifying any work required to be completed by Lessor to correct any deficiencies in connection with Lessor's Work (including the Certificate of Completion Work described above); provided Lessor agrees with such Compliance List, it will complete all deficiencies required under the Compliance List which are the obligation of Lessor within thirty (30) days after the Commencement Date or such longer time as may be reasonably required because of the nature of the deficiency, provided Lessor must have undertaken procedures to correct the deficiency within such thirty (30) day period and thereafter diligently pursues such efforts to completion. The fact that Lessor still has to complete work set forth on the Compliance List shall not delay or postpone the Commencement Date so long as the items listed on the Compliance List do not prevent or prohibit obtaining a temporary or final certificate of completion (or temporary or final certificate of occupancy) or Lessee's reasonable ability to utilize the Demised Premises. The taking of possession of the Demised Premises by Lessee shall be deemed an acceptance of the Demised Premises and substantial completion by Lessor of the Lessor's Work, subject to the items on the Compliance List. Rent 4. Lessee to pay to Lessor as a net annual covenants rent the sum of $ 188,342.04 (the "Fixed Rent"),payable in equal monthly installments of $ 15,695.17 ("Monthly Rent Installment") for the first twelve (12) months of the Lease Term at the office of the Lessor at 94-02 150th Street Jamaica, NY 11435 , or to such other address as Lessor may direct in writing. Additional Rent 5. Lessor shall be solely responsible, at its cost and expense, for the payment of all Real Estate Taxes during the Term of the Lease and each Renewal Period, except the Lessee that agrees to pay as additional rent during the term of this Lease, and any renewals, extensions and modifications hereof, one hundred (100 %) of any increase in the real estate taxes against the Demised Premises over the real estate taxes for the base fiscal tax year having been Page 2 of 34 10 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 imposed as of the end of the NYC tax year in effect at the Lease Commencement Date, whether the increase in taxation results from a higher tax rate(s) and/or an increase in assessed valuation(s) of the said property and/or the imposition(s) of any special assessment(s) against the said property. taxes" The term "real estate shall be deemed to mean any and all taxes and assessments, special or otherwise, imposed for any reason by any governmental authorities having or asserting jurisdiction over the Demised Premises and/or the land upon which it is erected. Such payment(s) shall be made by the Lessee within twenty (20) days after the Lessor shall bill the Lessee for any part thereof payable by the Lessee and submission of said bill shall be conclusive to establish the amount due under this paragraph. Lessor shall keep records of all Real Estate Taxes for a period of at least three (3) years. Not days' more frequently than once in every 12-month period and after at least twenty (20) prior written notice to Lessor, Lessee shall be permitted to audit the records of the Real Estate Taxes. If Lessee exercises its audit rights as provided above, Lessee shall conduct any inspection at a reasonable time and in a manner so as not to unduly disrupt the conduct of Lessor's business. Any such inspection by Lessee shall be for the sole purpose of verifying the Real Estate Taxes. Lessee shall hold any information obtained during any such inspection in confidence, except that Lessee shall be permitted to disclose such information to its attorneys and advisers, provided Lessee informs such parties of the confidential nature of such information and uses good faith and diligent efforts to cause such parties to maintain such information as confidential Any excess revealed and verified by Lessee's audit shall be paid to Lessee within thirty (30) days after the Lessor is notified. Rent Increases 6. Beginning with the thirteenth (13th) installment, and annually thereafter, the Fixed Rent shall increase by a percentage equal to the higher of: a) the annual percentage increase in the Consumer Price Index for All Urban Consumers as published by the United States Department of Labor, Bureau of Labor Statistics in the month prior to the scheduled increase over the same index in the prior year, or b) five percent (5 %) The amount of this increase shall be added to the prior year's Fixed Rent amount, and the total thereof shall be the new Fixed Rent amount for the subsequent year. The Fixed Rent shall be payable in advance in equal monthly installments on the firstday of each calendar month. if the Lease Commencement Date is not on the first day of a month, the Fixed Rent for the month in which the Lease Term commences shall be appropriately apportioned. The first installment of Fixed Rent shall be paid simultaneously with the execution of this Lease. Each date on which Fixed Rent is payable hemunder is hereinafter referred to as a "Rent Payment Date". Lessee also agrees to pay, from time to time as provided in this Lease, as Additional Rent all other amounts and obligations which Lessee assumes or agmes to pay under this Lease and a late Page 3 of 34 11 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 charge equal to 5% of the amount of any Fixed Rent not paid by the 10th of the month in which same us due. Such late charge shall be in addition to all of Lessor's remedies hereunder for the non-payment of Rent, and if Lessee fails to pay any such Additional Rent, Lessor shall have all the rights, powers and remedies provided for in this Lease or at law or in equity or otherwise in the case of nonpayment of rent, All Fixed Rent and Additional Rent (collectively hereinafter referred to as "Rent") shall be paid in such coin or currency (or, subject to collection, by good check payable in such com or currency) of the United State of America as at the time shall be legal tender for the payment of public and private debts, at the office of Lessor as set forth above, or at such place and to such person as Lessor from time to time may designate. No Counterclaim or Abatement 7. All Rent shall be paid to Lessor without notice, demand, countemlaim, set-off, deduction or defense, and nothing shall suspend, defer, diminish, abate or reduce any Rent, except as otherwise specifically provided in this Lease. The obligations and liabilities of Lessee hereunder in no way shall be released, discharged or otherwise affected (except as expressly provided herein) by reason of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding resulting to Lessor, or any action taken with respect to this Lease by any trustee or receiver of Lessor, or by any court, in any such proceeding; any claim which Lessee has or might have against Lessor (which Lessee must bring byway of a separate proceeding); any failure on the part of Lessor to comply with or perform any of the terms hereof or of any other agreement with Lessee; or any occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. Use of Demised Premises 8. Lessee covenants that the Demised Premises shall be used for Nightclub and for office use incidental to any of the foregoing, (collectively, the Use" "Intended or "Permitted Use"), and for no other purpose, whatsoever unless app oved in writing by Lessor. Lessor agrees that said written approval shall not be unreasonably withheld, provided that same is not in conflict or in competition with, now or in the future, any other business in the building, if any. Lessee shall not do or permit any act or thing which is contrary to any Legal Requirement or insurance Requirements, or which might impair the value or usefulness of the Demised Premises or any past thereof. Lessee shall not knowingly use, or allow the Demised Premises or any part thereof of any improvements now or hereafter erected thereon or any appurtenances thereto to be used or occupied, for any unlawful purpose or in violation of any certificate of occupancy, nor shall knowingly Lessee or intentionally permit or allow any act to be done or any condition to exist within the Demised Premises or any part thereof, or in any improvements now or hereafter erected thereon, or any appurtenance to the Demised Premise, or any permit any article to be brought therein, which may be dangerous, unless safeguarded as required by law, or which may constitute a nuisance, public or private or which may make void or voidable any insurance in force with respect thereto. Lessee shall not allow or permit any damage to the Demised Premises. Lessee shall not permit, the spilling, discharge, release, deposit or placement on the Demised Premises or any part thereof; whether in containers or other impoundments, of any substance that is within Tenant's reasonable control, which is a hazardous Page 4 of 34 12 of 46 FILED: KINGS COUNTY CLERK 04/11/2024 11:18 AM INDEX NO. 510433/2019 NYSCEF DOC. NO. 138 RECEIVED NYSCEF: 04/11/2024 or toxic substance within the meaning of any applicable environmental law. Lessor, upon becoming aware of a breach of the above covenants, shall notify Lessee in writing as provided hereafter in Section 39. Upon Lessor's notice thereof to Lessee, Lessee shall, within thirty (30) business days thereof, cease the use and/or correct the condition complained of; provided, however, that if the nature of the use or condition is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within such thilty (30) day period and thereafter diligently prosecutes such cure