Additional Rider to Lease Agreement between 35th Street Associates and Gurunet Corporation for Suite 1101 at 237 West 35th Street
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Summary
This Additional Rider modifies the lease between 35th Street Associates (Owner) and Gurunet Corporation (Tenant) for Suite 1101 at 237 West 35th Street, New York. It clarifies permitted office use, approves specific tenant improvements, and sets rules for maintenance, service interruptions, ADA compliance, and damage. The Rider also addresses assignment, subletting, electricity charges, owner access, and default provisions. Notably, it provides rent abatement for prolonged service interruptions and allows lease termination if repairs exceed four months. The Owner is responsible for ADA compliance in common areas and certain building system conditions at lease start.
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Additional Rider attached to and made a part of Lease dated April __, 2005, between 35th STREET ASSOCIATES, as Owner, and GURUNET CORPORATION, as Tenant, covering Suite 1101 in the building at 237 West 35th Street, New York, New York (“Additional Rider”).
1. | In the event of any conflict or inconsistency between the printed form of the Lease (and the Rider thereto) to which this Additional Rider is attached, the provisions of this Additional Rider shall govern. |
2. | Permitted Use. Article 2 of the printed portion of the Lease is revised to read as follows: “Tenant shall use and occupy the demised premises for executive and general office purposes provided, however, that such permitted use shall not include use of the leased premises for manufacturing, check cashing or the sale of precious jewelry.” |
3. | Initial Tenant Work. Owner approves the following initial tenant work (“Initial Tenant Work”) to be performed by Tenant: |
(i) | expansion of existing reception area; |
(ii) | installation of walls/dividers to separate reception area from balance of space to provide more privacy; |
(iii) | installation of conference room behind the expanded reception area; and |
(iv) | installation of water cooler, coffee machine, refrigerator and microwave oven in pantry/kitchen. |
In the event that any of the Initial Tenant Work shall involve permanent changes or alterations to the ceiling or building systems, such changes shall be subject to Owner’s consent which shall not be unreasonably withheld or delayed. Owner hereby approves Empire State Contracting Corp. as the contractor for the Initial Tenant Work. If Tenant selects another licensed contractor to perform the Initial Tenant Work, such contractor shall be subject to Owner’s consent, not to be unreasonably withheld or delayed.
Subject to Owner’s consent which shall not be unreasonably withheld or delayed, Tenant shall have the right, at its expense, to extend water service to the pantry kitchen of the demised premises and install a kitchen sink and dishwasher in the pantry kitchen (“Supplemental Kitchen Improvement Work”).
Tenant shall not be required to remove any of the Initial Tenant Work and/or the Supplemental Kitchen Improvement Work upon the expiration or termination of the Lease.
Article 47(E) is deleted in its entirety.
Article 47(F) is amended by changing $10,000.00 to $50,000.00.
Except for the Initial Tenant Work hereby approved by Owner and non-structural alterations permitted under Article 47(F), all other alterations or improvements to the demised premises which Tenant desires to make shall be subject to Owner’s consent which shall not be unreasonably withheld or delayed.
4. | Maintenance/Cleaning. Owner approves Tenant hiring any of the existing contractors servicing tenants in the building for cleaning and rubbish removal. The lien waiver requirement in Article 44(A) of the Lease is omitted. |
5. | Interruption of Services. In the event that the building services are interrupted such that Tenant is unable to use and occupy the demised premises for the intended purpose and such interruption continues for more than five (5) consecutive business days, all rent shall be fully abated until such time as the building services are restored such that Tenant can resume use and occupancy of the demised premises. |
6. | ADA. Owner shall be responsible, at its cost, for complying with the Americans With Disabilities Act (“ADA”) with respect to all of the common/public areas of the building including, without limitation, all corridors and lavatories. |
7. | Damage/Destruction. In the event that the building or a portion thereof is damaged or destroyed such that Tenant shall be unable to use and occupy the entire demised premises and the estimated restoration period is more than 4 months from the date of the casualty (or if the actual restoration work is not completed within such 4 months), Tenant shall have the right to terminate the Lease upon written notice to Owner. |
8. | Assignment and Subletting. If Tenant is a public company, the transfer of shares or interests in Tenant shall not be deemed an assignment of the Lease requiring Owner’s consent. |
The first sentence of Article 76 A 1A reading “The proposed assignee or subtenant is of comparable character or financial worth with respect to the overtenant;” shall be deleted.
In the event Tenant desires to assign the Lease or sublease the demised premises or a portion thereof, Tenant shall have the right to market same directly without the assistance of a broker. In the event Tenant desires to retain a broker to assist in any such assignment or subletting transaction, Tenant agrees to retain the building’s managing agent, Kaufman/Adler Realty Co., as exclusive broker upon mutually acceptable terms for a period not to exceed thirty (30) days after which Tenant shall have the right, at its option, to retain another broker on an exclusive basis.
Owner agrees that it will not unreasonably withhold or delay its consent to any proposed assignment of the Lease or sublease of the demised premises or a portion thereof.
Article 76(A)(7) is modified to provide that the maximum aggregate fees or charges to be imposed with respect to any assignment or sublease transaction shall be $750.00.
Article 76(B) is revised to provide that Owner shall only have the right to terminate the Lease if Tenant subleases more than fifty (50%) percent of the rentable area at the Demised premises.
9. | Electricity. Except for the provision of the Electric Rider obligating Tenant to pay Owner the sum of $9,000.00 per annum, payable in monthly installments of $750.00 in respect of the consumption of electricity, the balance of the Electric Rider is omitted. In the event Tenant desires to make alterations or improvements to the demised premises to increase the electrical capacity serving the demised premises, Owner shall have the right, as a condition to granting its approval thereto (which approval shall not be unreasonably withheld or delayed), to require that the electrical consumption at the demised premises be surveyed in order to determine a revised electric charge for the demised premises to reflect Tenant’s actual electric consumption. |
10. | Owner Access. Any access by Owner to the demised premises shall only be during reasonable business hours upon reasonable prior notice to Tenant (except in the case of an emergency). Such access shall be conducted in a manner that minimizes disruption of Tenant’s use and occupancy of the demised premises. |
11. | Default. Article 53(C) of the Lease is omitted. |
Tenant’s failure to occupy the Demised premises shall not be deemed a default provided that it is paying rent and otherwise complying with the terms of the Lease.
12. | Building Services. Owner represents that as of the Commencement Date, all building systems including, without limitation, the heating, ventilation and air conditioning system, the plumbing system, the electrical system and the elevator system will be in good working order. Tenant is leasing the Demised premises in its “As Is” condition except for latent defects; provided that Owner shall be responsible for installing, prior to the Commencement Date, the radiator missing in one of the offices and radiator covers on all radiators in the demised premises. |
Owner represents that the building is wired for telephone and internet service and that Tenant shall have the right to connect into the building’s telephone and internet service utilities at a panel box located in the corridor on the 11th floor of the building. Tenant shall be responsible, at its expense, for the cost of extending telephone/internet wiring from the 11th floor corridor panel box to the demised premises and shall not be required to remove any such wiring at the expiration or termination of the Lease. Tenant shall have the right to select its own telephone and internet service providers; it being understood and agreed that Tenant can access the existing telephone and internet utilities without being obligated to use a designated service provider.
13. | Possession. Article 24 is omitted. |
14. | Notices. Any notice given by facsimile shall require a printed confirmation sheet evidencing the transmission and a copy of any such facsimile notice shall also be sent by reputable overnight courier service with next business day delivery specified. |
Notices to Tenant shall be sent to Tenant at the demised premises, Attention: Jeff Cutler, with duplicate copies sent to:
Guru Net Corporation
Jerusalem Technology Park
Building 98
Jerusalem 91481 Israel
Attention: Caleb Chill, Esq.
Facsimile No.: 011 972 2 ###-###-####
and to
Sills Cummis Epstein & Gross P.C.
30 Rockefeller Center
New York, New York 10112
Attention: Edwin Weinberg, Esq.
Facsimile No.: (212) 643-6550
Tenant shall have the right to change any of the foregoing notice parties by giving notice thereof to Owner. Tenant’s attorneys shall have the right to give notices on behalf of Tenant.
15. | Sprinklers. Tenant shall not be responsible for upgrading or altering sprinkler service unless such upgrade or alteration results solely from alterations or improvements made to the demised premises by Tenant (other than the Initial Tenant Work). |
16. | Building Access. Tenant shall have access to the demised premises (including elevator service) twenty-four (24) hours a day, seven (7) days a week. Owner agrees that the demised premises is served by a building wide heating system that functions 24 hours a day, 7 days a week with the understanding that the temperature setting during non-business hours is reduced but not eliminated. |
17. | Security Deposit. Owner agrees that the security deposit shall be refunded within ten (10) business days following the expiration or termination of the Lease. If Owner sells the building, then Owner shall be released from its obligation with respect to the security deposit provided that it actually delivers the security deposit to the new owner and the new owner assumes, in writing, the obligation to comply with the provisions of the Lease. |
18. | Plate Glass. Tenant shall only be responsible for replacing plate glass if it is damaged or broken by Tenant or its employees or agents. |
19. | Estoppel Certificate. The estoppel provisions in Articles 38 and 56 shall be mutual as to both Owner and Tenant. |
20. | Building Director/Signs. Owner hereby consents to Tenant installing the name of Tenant and any affiliated companies and their respective logos on the entry door to the demised premises. Owner agrees that Tenant shall have the right to five (5) listings on the building’s directory without charge. |
21. | Locks. Tenant shall have the right to install new locks on the entry doors to the demised premises. |
22. | Freight Elevator. Owner agrees that freight elevator service is available without charge during the building’s operating hours. Tenant shall have the right to move into the demised premises during the building’s operating hours without any freight elevator charge being imposed. |
23. | Real Estate Taxes. Owner represents that the building is fully assessed and does not benefit from any tax abatement or similar program. Tenant shall only be required to contribute to Owner’s cost of contesting real estate taxes to the extent that Owner is successful; provided that the amount of such contribution by Tenant shall not exceed the actual benefit received by Tenant. |
24. | Brokers. In the 5th line of Article 46, after the word “agent”, insert “who has dealt with Tenant (other than Owner/Kaufman Adler Realty Co.)”. Owner agrees that it shall pay any commission owing to Kaufman/Adler Realty Co. with respect to this Lease. |
25. | Late Charge. Article 52(A) is revised to reduce the late charge to four (4%) percent. |
26. | Holdover. Article 55 is revised to reduce the per diem holdover rent to 150% of the per diem rent and additional rent payable under the Lease for the last year of the term. |
27. | Indemnification. Articles 62 and 67 are revised to exclude consequential damages from Tenant’s indemnity. The references to “counsel fees” in Article 62 shall be revised to read “reasonable counsel fees”. On the tenth (10th) line of Article 62 after the words “demised premises” insert the words “by the Tenant”. |
28. | Local Laws, Owner agrees that Tenant’s maximum contribution obligation under Article 66 during the Lease term shall be $2,500.00 provided that Tenant shall have no obligation to contribute to any expenses relating to ADA with respect to public/common areas of the building. |
29. | Air Conditioning. Owner represents that the demised premises has a new air conditioning unit serving only the demised premises which can be controlled solely by the Tenant. Owner shall be responsible for the maintenance and repair of the air conditioning unit during the first year of the Lease term. Thereafter, Tenant shall obtain and maintain the service contract provided for in Article 68(b). Provided that Tenant obtains and maintains the air conditioning service contract referenced above, Owner will be responsible for any replacement of the air conditioning unit should such unit fail. |
30. | Tenant Stipulation. Article 73(3) of the Lease shall be omitted. The notice provided for in Article 73(2) of the Lease shall be sent to the parties set forth in Paragraph 14 of this Additional Rider. |
31. | Owner Insurance. Article 79 of the Lease shall be omitted. |
32. | Access Cards. Owner shall provide Tenant with five (5) key access cards without charge. |
33. | Right to Cancel. Article 82 is revised to provide that Tenant shall have the right to cancel the Lease at any time during the last two (2) years of the Lease term (i.e.: commencing May 1, 2008) upon ninety (90) days prior written notice by Tenant to Owner. The parties agree that the unamortized amount of free rent and leasing commissions if the Lease is terminated effective May 1, 2008 is $9,616.13; provided, however, that this amount shall reduce by the monthly amount of $400.67 for each and every month following May 1, 2008. To illustrate, in the event that the Lease is terminated effective May 1, 2009, the amount of unamortized free rent and leasing commissions payable to Owner shall be $4,808.07. In addition, in the event Tenant exercises its right to terminate the Lease pursuant to Article 82, Tenant agrees to forfeit its security deposit paid to Owner in the amount of $18,668.24. |
34. | Asbestos. Owner represents and warrants to Tenant that the demised premises is free of asbestos. Within sixty (60) days of the date hereof, Owner will deliver to Tenant a Form ACP-5 confirming the foregoing. |
35TH STREET ASSOCIATES
By:
Name:
Title:
GURUNET CORPORATION
By:
Name:
Title: