AGREEMENT
FOR
PREMISES LOCATED AT
2-8 HAVEN AVENUE
SUITE 228
PORT WASHINGTON, NEW YORK
BETWEEN
PORT ASSOCIATES, LLC
LANDLORD
HAVING AN OFFICE AT
c/o VISION ENTERPRISES
286 NORTHERN BOULEVARD
GREAT NECK, NEW YORK11021
And
MODERNO LLC
D/B/A MODERNO MEDIA
TENANT
------
LEASED PREMISES:
2-8 HAVEN AVENUE
SUITE 228
PORT WASHINGTON, NEW YORK
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease"), dated the day of SEPTEMBER 2013 is made and entered into betweenPORTASSOCIATES, LLC, hereinafter referred to as the "Landlord", a New York Limited Liability Company, andMODERNO LLC d/b/a MODERNO MEDIA, a Delaware Limited Liability Companywith a business address of 2-8 Haven Avenue, Port Washington, New York, hereinafter referred to as the “Tenant".
SECTION1
GRANT AND TERM
1.1Leased Premises:
In consideration of the rents and covenants set forth in this Lease, Landlord demises and leases to Tenant, and Tenant leases from Landlord, an office space of those certain premises (the "leased premises") located at2-8 Haven Avenue, Suite 228, Port Washington, New York11050. The area defined as the leased premises extends to (but does not include) the exterior face of any exterior walls and to the center line of any walls which the leased premises shares with other premises within the Building. Landlord reserves the exclusive right to use the roof and the exterior of the side and rear walls of the leased premises for any purpose.
1.2Use of Additional Areas:
Tenant and its agents, employees, and invitees shall have the nonexclusive right, in common with Landlord and others designated by Landlord, to use for their intended and normal purposes the common areas of the Building, including parking areas, service roads, loading facilities, landscaped areas, walkways, and other areas and facilities, to the extent that they exist, as may be designated from time to time by the Landlord for the common use of the tenants of the Building and their agents, employees and invitees, subject however to the terms and conditions of this Lease. Landlord reserves the right to alter the current size, composition and configuration of the common areas and to use the common areas for any use not inconsistent with Tenant's rights under this Section1.2.
1.3Length of Term:
The term of this Lease shall be for five (5) years beginning on the Commencement Date, as defined in Section1.4. Should the Commencement Date occur on a day other than the first day of a month, then the term of this Lease shall extend to the last day of the last calendar month of the term.
1
1.4Commencement of Rent and Term:
The term of this Lease and the Tenant's obligation to pay rent in accordance with Section2 shall commence on October1, 2013and shall terminate onSeptember30, 2018.Should the first payment date occur on a day other than the first day of a month, then the rent for that particular month shall be prorated accordingly.
1.5 Holding Over:
In the event Tenant remains in possession of the leased premises after the expiration of the term of this Lease or the termination of this Lease, Tenant's tenancy shall be a tenancy at sufferance and Tenant shall be liable to Landlord for a rent (determined on a daily basis based on the actual number of days in each month) equal to Two Hundred Percent (200%) of the highest monthly installment of minimum annual rent and additional rent due during the term of this Lease until such time as Landlord
recovers possession of the leased premises. Such tenancy shall be subject to all the terms, covenants and conditions of this Lease, except that the monthly installment of minimum annual rent and additional rent shall be as provided in this Section. This Section does not create any right in Tenant to remain in possession of the leased premises beyond the expiration of the term or termination of this Lease.
SECTION 2
RENT
2.1Minimum Annual Rent:
Tenant covenants and agrees to pay Landlord minimum annual rent for the leased premises in accordance with the Rent Schedule attached to this Lease as Exhibit "A". The minimum annual rent shall be paid in equal monthly installments, due on or before the first day of each calendar month, in advance, to the Landlord,
Port Associates, LLC, at 286 Northern Boulevard, Great Neck, New York11021, or at such other place designated by Landlord. The minimum annual rent and any other additional rent or charges due to the Landlord shall be paid to Landlord without notice or demand and without any abatement, deduction or offset.
2.2Real Estate Taxes and Assessment:.
(a) As used herein:
1. "Taxes" shall mean all real estate taxes, assessments, sewer and water rents, governmental levies, municipal taxes, county taxes or any other governmental charge, general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever, which are or may be assessed, levied or imposed upon all or any part of the land, the building and the sidewalks, plazas or streets in front of or adjacent thereto, including any tax, excise or fee measured by or payable with respect to any rent, and levied against Landlord and/or the land and building, under the laws of the United States, the State of New York, or any political subdivision thereof, or by the Village of Port Washington, County of Nassau, or Town of North Hempstead, or any political subdivision thereof. If, due to a future change in the method of taxation or the taxing authority, a new or additional real estate tax, or a franchise, income, transit, profit or other tax or governmental imposition, however designated, shall be levied against Landlord, and/or the land and building, in addition to, or in substitution in whole or in part for any tax which would constitute "Taxes", or in lieu of additional Taxes, such tax or imposition shall be deemed for the purposes hereof to be included within the term "Taxes".
2. "Tax Year" shall mean the following:
(a)For Town, County, General Tax,For Village Taxes and Special
Business Improvement DistrictTaxeach period of twelve (12) months,commencing on the first day of January of each such period, in whichoccurs any part of the term of this lease or such other period of twelve(12) months occurring during the term of this lease as hereafter may beduly adopted as the fiscal year for real estate tax purposes by theapplicable municipality.
(b)For School Taxes, each period of twelve (12) months, commencing
on the first day of July of each such period, in which occurs any part of the term of this lease or such other period of twelve (12) months occurring during the term of this lease as hereafter may be duly adopted as the fiscal year for real estate tax purposes by the applicable municipality.
3. "Base Tax" shall mean the Taxes for the following respective twelve month periods (the "Base Tax Year"):
(a)The period between January 1, 2013 and December 31, 2013 for the Town, County, General Tax, Village Tax and Special Business Improvement DistrictTax;
(b)The period between July 1, 2013 and June 30, 2014 for the School Tax;
- "Tenant's Proportionate Share" shall mean ____ (__%)Percent.
(b) If the Taxes for any Tax Year shall be greater than the Base Tax, Tenant shall pay as additional rent for such Tax Year a sum equal to Tenant's Proportionate Share of the amount by which the Taxes for such Tax Year are greater than the Base Tax (which amount is hereinafter called the "Tax Payment"). Should this lease commence or terminate prior to the expiration of a Tax Year, such Tax Payment shall be prorated to, and shall be payable on, or as and when ascertained after, the Commencement Date or the Expiration Date as the case may be. Tenant's obligation to pay such additional rent and Landlord's obligation to refund pursuant to Sub Section 2.2 (c) below, as the case may be, shall survive the termination of this lease. If the Taxes for any Tax Year subsequent to the Base Tax Year, or an installment thereof, shall be reduced before such Taxes, or such installment, shall be paid, the amount of Landlord's reasonable costs and expenses of obtaining such reduction (but not exceeding the amount of such reduction) shall be added to and be deemed part of the Taxes for such Tax Year. Payment of additional rent for any Tax Payment due from Tenant shall be made as and subject to the conditions hereinafter provided in this Section.
(c) Only Landlord shall be eligible to institute proceedings to contest the Taxes or reduce the assessed valuation of the land and building. Landlord shall be under no obligation to contest the Taxes or the assessed valuation of the land and the building for any Tax Year or to refrain from contesting the same, and may settle any such contest on such terms as Landlord in its sole judgment considers proper. If Landlord shall receive a refund for any Tax Year for which a Tax Payment shall have been made by Tenant pursuant to Section 2.2 (b) above, Landlord shall repay to Tenant, with reasonable promptness, Tenant's Proportionate Share of such refund after deducting from such refund the reasonable costs and expenses (including experts' and attorneys' fees) of obtaining such refund. If the assessment for the Base Tax Year shall be reduced from the amount originally imposed after Landlord shall have rendered a comparative statement (as provided in Section 2.2 (d) below) to Tenant with respect to a Tax Year, the amount of the Tax Payment shall be adjusted in accordance with such change and Tenant, on Landlord's demand, shall pay any increase in additional rent resulting from such adjustment.
(d) At any time, at Landlord's election, during or prior to a Tax Year after the Taxes for such Tax Year become known Landlord may, or else after the end of each Tax Year, Landlord shall render to Tenant a comparative statement showing the amount of the Base Tax, the amount of the Taxes for such Tax Year and the Tax Payment, if any, due from Tenant for such Tax Year, indicating thereon in reasonable detail the computation of such Tax Payment. The tax payment shown on such comparative statement may, at Landlord's option, be payable in full or in such installments (not more frequent than monthly) as Landlord may determine. Tenant shall pay the amount of the Tax Payment shown on such comparative statement (or the balance of a proportionate installment thereof, if only an installment is involved) concurrently with the installment of fixed rent then or next due, or if such statement shall be rendered at or after the termination of this lease within ten (10) days after such rendition. Whenever so requested, but not more often than once a year, Landlord will furnish Tenant with a reproduced copy of the bill (or receipted bill) for the Taxes for the current or next preceding Tax Year.
(e) Landlord's failure during the lease term to prepare and deliver any tax statements or bills, or Landlord's failure to make a demand under this Article or under any other provision of this lease shall not in any way be deemed to be a waiver of, or cause Landlord to forfeit or surrender, its rights to collect any items of additional rent which may have become due pursuant to this Article during the term of this lease. Tenant's liability for the additional rent due under this Article shall survive the expiration or sooner termination of this lease.
Initials: ______
1
______
(f) In no event shall any adjustment of Tax Payments hereunder result in a decrease in the fixed rent or additional rent payable pursuant to any other provision of this lease, it being agreed that the payment of additional rent under this Section 2 is an obligation supplemental to Tenant's obligation to pay fixed rent.
2.3Payment:
Prior to the Commencement Date and prior to the first day of each calendar year in which the term falls in whole or in part, Landlord shall estimate the amount that may be due from Tenant under Sections2.2, 2.3, and 2.4 for the calendar year in which the Commencement Date falls (as to the initial estimate) or the upcoming calendar year (as to subsequent estimates) and Tenant shall pay one twelfth (1/12) thereof monthly in advance and without notice or demand, on or before the first day of each month, together with Tenant's monthly payment of minimum annual rent. After the end of each calendar year and after the expiration of the term of this Lease, Landlord shall furnish Tenant a statement of the actual amount owed by Tenant under Sections 2.2, 2.3, and 2.4, for the prior calendar year. Any delay or failure of Landlord in computing or billing for additional rent shall not constitute a waiver of or impair the continuing obligation of Tenant to pay such additional rent. Unless Landlord receives a written objection from Tenant within sixty(60) days after Landlord's delivery of any statement from Landlord showing amounts owed by Tenant under this Section2, the amounts on the statement shall be deemed accepted as final and correct by Tenant. If Tenant disputes the accuracy of Landlord's statement, Tenant shall still pay the amount shown owing when due, subject to Tenant's right to a refund of any sum collected by Landlord in error.
2.4Additional Rent:
All sums due from Tenant to Landlord under the terms of this Lease in addition to the minimum annual rent, whether or not such sum is herein described as additional rent, shall constitute additional rent and shall be due and payable upon demand, unless otherwise expressly provided herein.
SECTION 3
USE AND OPERATION
3.1Use of Premises:
(a)Use Restrictions: Tenant shall use the leased premises solely as administrative officesand for no other purpose or use. Tenant agrees to conduct its business in the leased premises under the nameMODERNO LLC d/b/a MODERNO MEDIAand under no other name or trade name without the prior written consent of Landlord,which consent shall not be unreasonably withheld or delayed. It is Tenant's responsibility to insure that its use and business comply with all applicable governmental requirements, restrictions and regulations. Landlord makes no representations or warranties concerning the suitability of the leased premises for Tenant's use or business.
1
Initials: ______
______
(b)No Adult Uses: Without intending to limit the generality of the foregoing Section, Tenant shall not use the leased premises or advertise that the leased premised is used for (i) the sale, use or display of any merchandise commonly used, intended to be used, or associated with being used, in connection with the consumption or use of any controlled substance or other drug-related paraphernalia; (ii) an adult bookstore or cinema or other establishment which sells, offers for sale or displays materials of a sexually explicit nature; or (iii) a "topless", "nude", or "semi-nude" bar, club or restaurant or other similar establishment.
(c)Other Tenant's Exclusives: Tenant acknowledges that Landlord has granted certain other tenants within the Building the exclusive right to conduct certain activities or sell certain products within the Building. This Section is not intended to limit the use restrictions set forth above in this Section3.1 but is in addition thereto.
3.2Operation of Business:
Tenant shall keep open and continuously and actively operate and conduct the business referenced in Section3.1(a) in the entire leased premises during the entire term of this Lease. Tenant shall conduct Tenant's business at all times in a first class, high grade manner consistent with reputable business standards and practices. Tenant shall conduct its business in the leased premises during the regular days and hours as are customary for Tenant’s type of business in their particular localities. Tenant shall install and maintain at all times attractive displays in any display windows of the leased premises. Tenant shall keep any display windows in the leased premises, well lighted during hours reasonably designated by Landlord. No auction, fire, bankruptcy, moving, lost lease, going out of business or similar sales shall be conducted or advertised as being conducted within or from the leased premises, with the exception of Tenant’s ordinary course of business including without limitation, foreclosure and related business and advertising sales and activities.
3.3Tenant’s Compliance with Laws/Regulations:
Throughout the term of this Lease, the Tenant will execute and comply with, at the Tenant’s own cost and expense, all laws, rules, order, ordinances and regulations at any time issued or in force, applicable to the demised premises, or to the then occupation thereof, of the City, State and Federal Governments, and of each and every department, bureau and official thereof, and of the New York Board of Fire Underwriters, and of each corporation, official, body or organization hereafter possessing any of the authority or exercising any of the functions now possessed or
exercised by any of the above mentioned corporations, officials, bodies or organizations, it being the intention of the parties that the Tenant shall and does hereby assume the entire responsibility of executing and complying with the said laws, rules, orders, ordinances and regulations, whether the work required be ordinary, structural or otherwise. The Tenant may, however, contest by due legal proceedings, the validity of any such law, rule, order, ordinance or regulation.