HomeMy WebLinkAboutNorth Fork Bank - Lease for Offices � mro�f rt VMwadN91p0��+�IA\
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Via USPS Certified Return Resei mt Mail �,
October 31, 2014t1n `
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Town of Southold
P. O. Box 1179, Town Hall,
Southold,NY 11971
Attn: Tenant
RE: Leased/Subleased premises at 54375 Main Road, Southold, New York
(Southold- Town of Southold)
Dear Sir or Madam:
This is to advise you that Capital One has recently contracted with Jones Lang LaSalle (JLL) to
provide lease administration services for all of our leases and subleases. This letter shall
constitute as a formal notice of change regarding the new contact information and payment
information. Effective immediately all matters pertaining to lease payments and billing inquiries
for rent, operating expenses, insurance and taxes will be handled by JLL.
JLL will have our full authority to communicate directly with you, and we ask for your support
and cooperation. If you have any questions or concerns, your contact at JLL is Kandis Owens,
(412) 208-8223 or kandis.owens(a)am,j1Lcor. Any matters pertaining to Lease negotiation or
facilities service requirements should be directed to Eileen Gruber at Capital One, (631) 531 -
2467 or eileen vtiherajevii..km ®........ ,
Please update your records to reflect these changes immediately and mail all payments to the
new payment address:
Capital One Real Estate Administration
PO Box 2111
Hicksville, NY 11802
As of the date of this letter, all notices to be given to Lessor/ Sublessor pursuant to the lease
referenced above shall be sent as follows:
To Lessor/Sub- lessor: Capital One
275 Broad Hollow Road, 1St Floor
Melville,NY 11747
Attn: Real Estate Administration
And with copies to:
Capital One
1680 Capital One Drive, 12th Floor
McLean, VA 22102
Attn: Legal CRE
JLL
525 William Penn Place, 25th Floor
Pittsburgh, PA 15259
Attn: Lease Administration—Capital One
We also ask that you submit a current copy of you certificate of insurance to JLL at the address
listed above upon receipt of this letter.
Enclosed you will find November 2014 rent statement. All future payments shall be remitted to
the new payment address detailed above. The former remittance address will remain effective
until November 30th; if payment has already been mailed to the former address it will be
accepted.
Although invoices for rent and any applicable building facilities charges incurred by you are sent
on a monthly basis, rent is due on the first day of each calendar month whether or not you
receive an invoice. Please contact JLL if you need a copy of Capital One's W9. All efforts to
make payments by the first of each month to avoid assessing late fees are greatly appreciated.
Thank you in advance for your cooperation in this matter..
Very truly yours,
Jose Soriano
Real Estate Administration Manager
Capital One
cc: JLL
2
Southold-Town of Southold
GREGORY F.YAKABOSKI ,,,,,- JOSHUA Y.HORTON
TOWN ATTORNEY r,' �StrFQLk _ Supervisor
greg.yakaboski@town.southold.ny.us rr'ON� CO. .
Pt` 10` Town Hall, 53095 Route 25
PATRICIA A.FINNEGAN
]P.O.Box 1179
ASSISTANT TOWN ATTORNEY NJ x C
Southold,New York 11971-0959
patncia.fumegan@town.southold.ay.us %,b.
Telephone(631) 765-1933
LORI BULSE MONTET FUSCO =_ rd Facsimile(631) 765-1823•
ASSISTANT TOWN ATTORNEY ? 4t '
tori.montefuseo@town.southoldny.us
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
August 22, 2003
Nancy Elia,Assistant Vice President
Associate General Counsel
North Fork Bank
275 Broadhollow Road
PD. Box 8914
Melville, NY 11747
Re: Lease- North Fork Bank, as Landlord, and Town of Southold, as Tenant
Premises: 54375 Main Road, Southold, NY
{
Dear Nancy:
I am providing you herein with a certified copy of Resolution No. 426, adopted by
the Southold Town Board on July 8, 2003, authorizing the execution of a lease
agreement with North Fork Bank for a rental of additional office space.
Enclosed please find three (3)copies of the Agreement of Lease between the
North Fork Bank, as Landlord, and the Town of Southold, as Tenant, signed by
Supervisor Joshua Y. Horton. Upon execution by an official representative of the North
Fork Bank, kindly return a fully executed lease to my office for the Town's records.
Thank you for assistance in this matter.
Very truly -ou's,
Gre.. F. Yak-.'oski, Esq.
T•, r Attorn
/md
encs.
cc: Town Board w/o enc.
Town Clerk w/enc.
PS: Please note that I have affixed a copy of the floor plan to each
lease agreement.
/0.
�o�oOFOLA,
ELIZABETH A.NEVILLE /0. Gy %` Town Hall,53095 Main Road
TOWN CLERK o I P.O.Box 1179
H Z Southold,New York 11971
REGISTRAR OF VITAL STATISTICS • 0 in
Fax(631) 765-6145
MARRIAGE OFFICER �. s�
RECORDS MANAGEMENT OFFICER <_tQ •at ' Telephone(631) 765-1800
P'REa,DOM OF INFORMATION On ICER . o' southoldtown.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.426 OF 2003
WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON JULY 8, 2003;
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Horton to execute a lease agreement with North Fork Bank for the rental of
office space. The office space to be rented consists of a portion of the first floor and the entire
second floor,consisting of approximately 7,500 square feet in the building located at 54375
Main Road, Southold,New York, for the term of fifteen(15) years (or until such term shall
sooner cease and expire as hereinafter provided) to commence on the 1st day of January, 2004,
and to end on the 31st day of December, 2018,both dates inclusive, on the terms and conditions
hereinafter set forth. The rent for the office space described above shall be:
(i) $52,500.00 per annum for the period January 1, 2004 through and including
December 31, 2008 in equal monthly installments of$4,375.00;
(ii) $57,750.00 per annum for the period January 1, 2009 through and including
December 31, 2013 in equal monthly installments of$4,812.50; and
(iii) $63,525.00 per annum for the period January 1, 2014 through and including
December 31,2018 in equal monthly installments of$5,293.75
All subject to the approval of the Town Attorney.
:„ Itepodst.
Elizabeth A. Neville
Southold Town Clerk
1
s
NORTH FORK BANK,
Landlord
- and -
TOWN OF SOUTHOLD,
Tenant
AGREEMENT OF LEASE
Premises: 54375 Main Road
Southold, New York
18
AGREEMENT OF LEASE, made as of this day of
May,2003, between NORTH FORK BANK, with offices at 275 Broadhollow
Road,Melville, New York 11747, (hereinafter referred to as "Landlord"), and
TOWN OF SOUTHOLD with offices at Town Hall, P.O. Box 1179, Southold,
New York 11971, (hereinafter referied to as "Tenant")
WITNESSETH:
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a
portion of the first floor and the entire second floor, consisting of approximately
7,500 square feet, as designated in the diagram attached hereto as Exhibit"A" (the
"Demised Premises" or the "Premises") in the building (the "Building") located at
54375 Main Road, Southold, New York, for the term of fifteen (15)years (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the 1st day of January, 2004, and to end on the 31st day of December, 2018,both
dates inclusive, on the terms and conditions hereinafter set forth.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant as
follows:
1. PAYMENT OF RENT.
During the term of this Lease, Tenant covenants and agrees to pay to Landlord
basic annual rent in accordance with the following schedule:
(i) $52,500.00 per annum for the period January 1, 2004 through
and including December 31, 2008 in equal monthly
installments of$4,375.00;
(ii) $57,750.00 per annum for the period January 1, 2009 through
and including December 31, 2013 in equal monthly
installments of$4,812.50; and
(iii) $63,525.00 per annum for the period January 1, 2014 through
and including December 31, 2018 in equal monthly
installments of$5,293.75.
Rent shall be payable in equal monthly installments in advance on the first day of
each month during the term of this Lease at the office of Landlord or such other
place as Landlord may designate, in lawful money of the United States which shall
be legal tender in payment of all debts and dues, public and private, at the time of
payment, without any set off or deduction whatsoever. If Tenant fails to pay any
rent for more than ten (10) days after its due date, the Tenant shall pay as
additional rent, an amount equal to the lesser of one and one-half percent (1 'A%)
per month or the maximum rate of interest chargeable at law on all unpaid
amounts calculated from the due date to the actual date of payment. As
1
hereinafter used, the term "rent" shall be deemed to include the basic annual rent
and additional rent, if any, payable by Tenant to Landlord hereunder.
2. AS IS.
The Landlord has made no representations whatsoever with respect to the physical
condition of the Demised Premises. Landlord shall have no obligation to perform
any work in or to the Demised Premises to prepare same for Tenant's occupancy.
The Tenant agrees to accept the Demised Premises in their "as is" condition
existing on the date of this Lease.
3. USE.
Tenant shall use and occupy the Demised Premises for Town of Southold
administrative offices and for no other purpose. The use of the Demised Premises
for the purposes specified in this Article shall not include the operation of any
courthouse or facility where judicial proceedings, administrative hearings or
similar proceedings are conducted, or any other use or purpose, which in
Landlord's judgment, is not in keeping with the character and dignity of the
Building.
4. ALTERATION TO PREMISES.
Subject to the prior written consent of Landlord, which consent shall not be
unreasonably withheld, delayed or conditioned, Tenant may, at its sole cost and
expense, make non-structural alterations, replacements, additions, changes and
improvements (collectively referred to as "Alterations") to the Demised Premises
as it may find necessary for Tenant's contemplated use hereunder.
Notwithstanding the foregoing, in the event that Tenant desires to make any
structural alterations to the Demised Premises, Tenant shall in each instance first
obtain Landlord's prior written consent("Structural Alterations"). In connection
with any Alterations or Structural Alterations, Tenant shall submit to Landlord for
Landlord's written approval, a copy of Tenant's plans and specifications detailing
such Alterations or Structural Alterations. No Alterations or Structural
Alterations shall be undertaken until Tenant shall have procured and paid for all
necessary licenses, permits and approvals of the various governmental agencies
having jurisdiction over the Demised Premises and the business conducted by
Tenant and delivered copies of same to Landlord. All Alterations and Structural
Alterations shall be performed promptly and in a good workmanlike manner by
properly qualified, licensed and insured contractors first approved in each instance
by Landlord, and in compliance with all applicable permits, authorizations,
building,zoning and other laws, and in accordance with the orders,rules and
regulations of the Board''of Fire Insurance Underwriters and any other body
hereafter exercising similar functions having or asserting jurisdiction over the
Demised Premises.
2
5. REPAIRS AND MAINTENANCE.
Tenant shall, throughout the term of this lease, at Tenant's sole cost and expense
maintain in good repair, order and serviceable condition, reasonable wear and tear,
and damage from the elements, fire or other casualty, excepted, the Demised
Premises including without limitation all electrical systems, fixtures, equipment
and appurtenances in, on, or exclusively serving the Demises Premises and all
windows, doors, plate glass, interior walls and ceilings which are part of the
Demised Premises. Tenant shall also at all times during the term of this lease,
maintain the Demised Premises m a neat, clean, orderly and sanitary condition,
subject to the satisfaction ofLandlord, at Tenant's sole cost and expenses
Landlord at Landlord' sole cost and expense shall maintain and repair the public
portions of the Building and all structural portions of the Demised Premises, the
roof; all pipes, lines, sewers and mains connected to or passing through, above or
under the Demised Premises. Notwithstanding the foregoing, in the event any
such repairs are necessitated by the negligence or any act or omission of Tenant,
the cost of said repair(s) shall be deemed to be additional rent and shall be paid by
Tenant to Landlord within ten(10) days upon demand therefor.
6. INSURANCE.
Tenant shall, at its own cost and expense, procure and keep in force during the
entire term of this lease, general public liability insurance from a good and solvent
insurance company licensed to do business in the State of New York, selected by
Tenant and reasonably satisfactory to Landlord, in an amount of at least Five
Million ($5,000,000.00) Dollars per occurrence and in the aggregate, which
coverage includes contractual liability coverage and broad form property damage
coverage insuring against claims for bodily injury, death or property damage on in
or about the Demised Premises. Such policy or policies shall name Landlord, its
parent, subsidiaries and affiliates, as an additional insured. Tenant agrees to
deliver certificates of such insurance to Landlord prior to taking possession of the
Demised Premises and thereafter not less than thirty (30) days prior to the
expiration of any such policy. Such insurance shall be non-cancelable without
thirty (30) days' written notice to Landlord. Tenant also shall, at its own cost and
expense, procure and maintain fire and extended coverage insurance in amounts
sufficient to cover Tenant's fixtures and personal property for their full
replacement value and shall deliver copies of the certificate of insurance issued by
the insurance carrier for such coverage to the Landlord upon request. All
insurance policies covering the Demised Premises, shall expressly contain a
standard waiver of subrogation provision. On Tenant's default in obtaining or
delivering any such insurance or failure to pay the charges therefor, Landlord may
secure or pay the charges for any such insurance and charge Tenant as additional
rent therefor. Tenant shall also maintain workers' compensation insurance in
statutory limits in compliance with all applicable laws, rules and regulations.
3
7. LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS.
If Tenant shall default in the observance or performance of any term or covenant
on its part to be observed or performed under or by virtue of any of the terms or
provisions in any Article of this lease, and such default continues beyond the
expiration of any applicable notice and cure period, Landlord, without being under
any obligation to do so and without hereby waiving such default, may remedy
such default for the account and at the expense of Tenant. If Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith, including, but not limited to, reasonable attorneys fees in instituting,
prosecuting or defending any action or proceeding, such sums paid or obligations
incurred with in etest at the then current prime rate shall be deemed to be
additional rent hereunder and shall be paid to Landlord by Tenant within ten (10)
days,after demand therefor.
8. PROPERTY LOSS-DAMAGE.
Landlord or its agents shall not be liable for any damage to property of Tenant or
of others entrusted to employees of the Building, nor for the loss of or damage to
any property of Tenant by theft or otherwise. Landlord or its agents shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from
any part of the Building or from the pipes, appliances or plumbing works or from
the roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature. Tenant shall give immediate notice to Landlord
in case of fire or accidents in the Demised Premises. Tenant shall not move any
heavy machinery, heavy equipment, freight, bulky matter, or fixtures into or out of
the Building without Landlord's prior written consent. If such machinery,
equipment, freight, bulky matter or fixtures requires special handling, Tenant
agrees to employ only persons holding a master Rigger's License to do said work,
and that all work in connection therewith shall comply with all applicable laws,
rules and regulations. Any damage or injury to the Building,resulting from such
moving shall be repaired by Tenant at Tenant's expense.
9. DEFAULTS.
(a) If Tenant defaults in fulfilling any of the covenants of' this Lease
including the covenant for the payment of rent or additional rent, then,
in any one or more of such events, upon Landlord's serving a written
notice upon Tenant specifying the nature of said default and upon the
expiration of thirty (30) days from the date of the serving of such
notice, if Tenant shall have failed to comply with or remedy such
default, or if the said default or omission complained of shall be of such
a nature that the same cannot be completely cured or remedied within
said thirty (30) day period and Tenant shall not have diligently
4
commence curing such default within such thirty (30) day period and
shall not thereafter with reasonable diligence and in good faith proceed
to remedy or cure such default, then Landlord may serve a written
notice of cancellation of this lease upon Tenant, and upon the expiration
of thirty (30) days from the date of the serving of such notice, this
Lease and the term hereunder shall end and expire as fully and
completely as if the date of expiration of such thirty (30) day period
were the day herein definitely fixed for the end and expiration of this
Lease and the term hereof, and Tenant shall then quit and surrender the
Demised Premises to Landlord but Tenant shall remain liable as
hereinafter provided.
(b) If the notices provided for in Section (a) above shall have been given
and the term shall expire as aforesaid, or if Tenant shall make default in
the payment of the rent reserved herein or any item of additional rent
herein mentioned or any part of either or in making any other payment
herein provided for a period of thirty(30) days after written notice from
Landlord; or if any execution or attachment shall be issued against
Tenant or any of Tenant's property whereupon the Demised Premises
shall be taken or occupied or attempted to be taken or occupied by
someone other than Tenant, and Tenant has not had such action
withdrawn or released within thirty (30) days, then and if any of such
events Landlord may, commence dispossess proceedings against
Tenant, and the legal representative of Tenant or other occupant of the
Demised Premises.
10. REMEDTFS.
In case of any such default, re-entry, expiration and/or dispossess by summary
proceedings or otherwise, (a) the rent shall become due thereupon and be paid up
to the time of such re-entry, dispossess and/or expiration, together with such
reasonable expenses as Landlord may incur for legal expenses, attorneys' fees,
brokerage, and/or putting the Demised Premises in good order, or for preparing the
same for re-rental, and/or (b) Landlord may re-let the Premises or any part of parts
thereof. Landlord at Landlord's option may make such reasonable alterations,
repairs, replacements and/or decorations in the Demised Premises as Landlord
considers advisable and necessary for the purpose of re-letting the Demised
Premises; and the making of such alterations and/or decorations shall not operate
or be construed to release Tenant from liability hereunder as foresaid. Landlord
shall in no event be liable in any way whatsoever for any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other remedy
in law or in equity.
5
11. INTENTIONALLY OMITTED.
12. EXTERMINATING AND RUBBISH REMOVAL.
The Tenant shall maintain the Demised Premises free of vermin, roaches, rodents
and other insects and shall cause same to be exterminated regularly. The Tenant
shall at its cost and expense dispose of its ordinary garbage and refuse in
accordance with all applicable laws,rules and regulations.
13. ASSIGNMENT OR SUBLETTING.
Any subletting or assignment of this Lease, shall be subject to the prior written
consent of the Landlord. Any assignment of fins Lease or sublet of any or all of
the Demised Premises pursuant to this paragraph,however, shall not release
Tenant frontally obligations hereunder.
14. COMPLIANCE WITH LAW.
During the term hereof, Tenant shall, at Tenant's expense, promptly observe and
comply with all present and future laws, ordinances, requirements, orders,
directives, rules and regulations of the Federal, State, County, Town,Village and
Municipal authorities and all other governmental authorities affecting the Demised
Premises or appurtenances thereto or any part thereof whether the same are in
force at the commencement of the term of this lease or may in the future be
passed, enacted or directed. Tenant shall pay all costs, expenses, liabilities, losses,
damages, fines,penalties, claims, and demands, including reasonable counsel fees,
of Tenant, Landlord or any other party that may in any manner arise out of or be
imposed because of the failure of Tenant to comply with the covenants in this
Article 14.
15. HOLD HARMLESS.
Tenant shall indemnify Landlord and hold Landlord entirely harmless from and
against any and all claims, demands, losses, charges, expenses, legal fees, costs,
causes of action, suits, claims,proceedings and liabilities of whatever kind or
description, including without limitation, fees and disbursements of legal counsel,
arising out of the use and occupancy of the Demised Premises or Building by
Tenant, or occasioned by any act or omission of Tenant, its agents, contractors,
employees, servants, guests and invitees, or any breach or default in the
performance of any obligation on Tenant's part to be performed under this lease.
16. COVENANT AGAINST LIENS.
If because of any act or omission of Tenant, any mechanic's lien or other lien,
charge or order for the payment of money shall be filed against Landlord or any
portion of the Demised Premises, Tenant shall, at its own cost and expense, cause
the same to be discharged of record within thirty (30) days after the filing thereof;
and Tenant shall indemnify and save harmless Landlord, against and from all
6
costs, liabilities, suits, penalties, claims and demands, including reasonable
counsel fees resulting therefrom.
17. WATER
Landlord shall fiumsh water to the Demised Premises for ordinary lavatory,
drinking and cleaning purposes. If Tenant uses water for any other purpose,
Landlord may install and maintain at Tenant's expense, meters to measure
Tenant's cpnsumption of cold water and/or hot water for such other purpose.
Tenant shall pay to Landlord as additional rent all charges for water used by
Tenant in the Demised Premises as determined by such meter within five (5) days
after submission of bills therefor.
18. ELECTRICITY
During the term of this Lease, Tenant shall pay to Landlord, as additional rent, a
charge at the annual rate of $1.00 per square foot in consideration for the
electricity energy which will be used by Tenant during the term of this Lease.
Such charge shall be paid by Tenant to Landlord within five (5) days after
submission of bills therefor. Tenant's use of electrical energy shall never exceed
the capacity of the then existing feeders to the Building or then existing risers or
wiring installation serving the Demised Premises. Landlord shall have no liability
to Tenant for any loss, damage, or expense which Tenant may sustain or incur by
reason of any change, failure, inadequacy or defect in the supply or character of
the electrical energy furnished to the Demised Premises or if the quantity or
character of the electrical energy is no longer available or suitable for Tenant's
requirements. Without limiting the foregoing, Landlord shall have the right on
prior written notice to Tenant (except in the case of an emergency, in which case
no prior notice shall be required) to shut down,electrical energy to the Demised
Premises when necessitated by required maintenance, repairs, alterations,
connections or reconnections with respect to the Building electrical system, or
necessitated by reason of accident, labor dispute, riot, insurrection, emergency,
mechanical breakdown, acts of God, or whenrequired by any law, order or
regulation of any federal, state county or municipal authority, or for any other
cause beyond the reasonable control of Landlord. No diminution or abatement of
rent or other compensation shall or will be claimed by Tenant as a result thereof,
nor shall this Lease or any of the obligations of Tenant be affected or reduced by
reason of such shut down.
19. PLATE GLASS INSURANCE.
Tenant shall replace, at its own cost and expense, any and all broken or cracked
glass forming a part of the Demised Premises.
20. LANSCAPING AND SNOW REMOVAL
During the term hereof, Tenant, at Tenant's sole cost and expense, shall be
responsible to maintain both the sidewalks fronting and adjacent to the Demised
7
•
Premises and the parking areas designated on Exhibit "B" attached hereto and
made a part hereof, in a clear and clean condition free of snow, ice, debris and
other obstructions, subject to Landlord's satisfaction. Tenant also, during the term
of this lease, shall also be responsible for maintaining all landscaped areas fronting
and adjacent to the Demised Premises and the parking areas in a neat, clean and
orderly manner, subject to Landlord's satisfaction.
21. HEATING, AIR-CONDITIONING AND VENTILATION.
Landlord shall provide heating, air-conditioning and ventilation services
("HVAC") to the Demised Premises during normal business hours throughout the
term of this Lease. Landlord reserves the right to interrupt curtail or suspend the P� P
HVAC services required to be furnished by Landlord when the necessity therefore
arises by reason of required maintenance, accident, labor dispute, riot,
insurrection, emergency, mechanical breakdown, acts.of God, or when required by
any law, order or regulation of any federal, state, county or municipal authority, or
for any other cause beyond the reasonable control of Landlord. No diminution or
abatement of rent or other compensation shall or will be claimed by Tenant as a
result thereof,nor shall this lease or any of the obligations of Tenant be affected or
reduced by reason of such interruption, curtailment or suspension.
22. ACCESS TO PREMISES
Landlord or Landlord's agents shall have the right (but shall not be obligated) to
enter the.Demised Premises in an emergency at any time, and, at other reasonable
times, to examine same and to make such repairs, replacements and improvements
as Landlord may deem necessary and reasonably desirable to any portion of the
Building or which Landlord may elect to perform, in the Demised Premises,
following Tenant's failure to make repairs or perform any work which Tenant is
obligated to perform under this lease, or for the purpose of complying with laws,
regulations and other directions of governmental authorities. Tenant shall permit
Landlord to use and maintain and replace pipes and conduits in and through the
Demised Premises and to erect new pipes and conduits therein, provided they are
concealed within the walls, floors or ceiling, wherever practicable. Landlord, may
during the progress of any work in the Demised Premises take all necessary
materials and equipment into said premises without the same constituting an
eviction, nor shall Tenant be entitled to any abatement of rent while such work is
in progress, nor to any damages by reason of loss or interruption of business or
otherwise. Throughout the term hereof, Landlord shall have the right to enter the
Demised Premises at reasonable hours for the purpose of showing the same to
prospective purchasers or mortgagees of the, Building, and during the last six
months of the term for the purpose of showing same to prospective tenants, and
may, during said six month period, place upon the Demised Premises the usual
notice "To Let" and "For Sale", which notices Tenant shall peiniit to remain
thereon without molestation. If Tenant is not present to open and permit entry into
8
o-, , „
the Demised Premises, Landlord or Landlord's agents may enter same whenever
such entry may be necessary or permissible, by master key and provided
reasonable care is exercised to safeguard Tenant's property, such entry shall not
render Landlord or its agents liable therefor, nor in any event shall the obligations
of Tenant hereunder be affected. If during the last month of the term Tenant shall
have removed all or substantially all of Tenant's property therefrom, Landlord
may immediately enter, alter, renovate or redecorate the Demised Premises
without limitation or abatement of rent or incurring liability to Tenant for any
compensation, and such act shall have no effect on this Lease or Tenant's
obligations hereunder. Landlord shall have the right at any time, without the same
constituting an eviction and without incurring liability to Tenant therefor, to
change the arrangement and/or location of Public entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets or other public parts of the Building
and to change the name, number or designation by which the Building may be
known.
23. INTENTIONALLY OMITTED
24. INTENTIONALLY OMITTED.
25. NOTICES.
Any notice, bill, statement or other communication required or permitted to be
given, rendered or made by either party hereto to the other, pursuant to this Lease
or pursuant to any applicable law or requirement of public authority, shall be in
writing and shall be deemed to have been sufficiently given, rendered or made, if
sent by registered or certified mail, return receipt requested, or by using a
nationally recognized overnight courier service, addressed to Landlord at 275
Broadhollow Road, Melville, New York 11747, Attention: Facilities Management,
and addressed to Tenant at , and shall be deemed
to have been given, rendered or made on the date received. Either party may, by
notice aforesaid, designate a change of address or addresses for notices, bills,
statements or other communications intended for it.
26. INTENTIONALLY OMITTED.
27. DESTRUCTION, FIRE, and OTHER CASUALTY.
(a) If the Demised Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give immediate notice thereof to Landlord and this Iease
shall continue in full force and effect except as hereinafter set forth. (b) If the
Demised Premises are partially damaged or rendered partially unusable by fire or
other casualty, the damages thereto shall be repaired by and at the expense of
Landlord and therent and other items of additional rent, until such repair shall be
substantially completed, shall be apportioned from the day following the casualty
according to the part of the Demised Premises which is usable. (c) if the Demised
9
Premises are totally damaged or rendered wholly unusable by fire or other
casualty, then the rent and other items of additional rent as hereinafter expressly
provided shall be proportionately paid up to the time of the casualty and
thenceforth shall cease until the date when the Demised Premises shall have been
repaired and restored by Landlord (or sooner reoccupied in part by Tenant for the
purpose conducting its business with the general public then rent shall be
apportioned as provided in subsection (b) above), subject to Landlord's right to
elect not to restore the same as hereinafter provided. (d) If the Demised Premises
are rendered wholly unusable or (whether or not the demised premised are
damaged in whole or in part) if the Building shall be so damaged that Landlord
shall decide to,dentolish it or to rebuild it, then, in any such events, Landlord may
elect to terminate this lease by written notice to Tenant given within 90 days after
such fire or casualty or 30 days after adjustment of the insurance claim for such
fire or casualty, whichever is sooner, specifying a date for the expiration of the
lease, which date sha111 not be more than 60 days after the giving of such notice,
and upon the date specified in such notice the term of this lease shall expire as
fully and completely as if such date were the date set forth above for the
termination of this lease and Tenant shall forthwith quit, surrender and vacate the
Demised;Premises without prejudice however, to Landlord's rights and remedies
against Tenant under the lease provisions in effect prior to such termination, and
any rent owing shall be paid up to such date of casualty and any payments of rent
made by Tenant which were on account of any period subsequent to such date
shall be returned to Tenant. Unless Landlord shall serve a termination notice as
provided for herein, Landlord shall make the repairs and restorations under the
conditions of(b) and (c) hereof; with all reasonable expedition subject to delays
due to adjustment of insurance claims, labor troubles and causes beyond
Landlord's control. After any such casualty, Tenant shall cooperate with
Landlord's restoration by removing from the Demised Premises as promptly as
reasonably possible, all of Tenant's salvageable inventory and movable
equipment, furniture, and other property. Tenant's liability for rent shall resume
ten (10) days after written notice from Landlord that the Demised Premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from fire or
other casualty. Notwithstanding the foregoing, including Landlord's obligation to
restore under subparagraph (b) above, each party shall look first to any insurance
in its favor before making any claim against the other party for recovery for loss or
damage resulting from fire or other casualty, and to extent that such insurance is in
force and collectible and to the extent petuiitted by law, Landlord and Tenant each
hereby releases and waives all right of recovery with respect to subparagraphs (b),
(d) and (e) above, against the other or any one claiming through or under each of
them by way of subrogation or otherwise. The release and waiver herein referred
to shall be deemed to include any loss or damage to the Demised Premises and/or
to any personal property, equipment, trade fixtures, goods and merchandise
located therein. The foregoing release and waiver shall be in force only if both
10
•
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. Tenant acknowledges that Landlord will
not carry insurance on Tenant's furniture and/or furnishings or any fixtures or
equipment, improvements, or appurtenances removable by Tenant and agrees that
Landlord will not be obligated to repair any damage thereto or replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the Real Property Law
and agrees that the provisions of this article shall govern and control in lieu
thereof.
28. END OF PERM
Upon the expiration or other termination of the term of this lease, Tenant shall quit
and surrender to Landlord the Demised Premises, broom clean, in good order and
condition, ordinary wear excepted and, at Landlord's,option, with all of Tenant's
alterations, improvements, property and trade fixtures including but not limited to
its furniture and equipment removed therefrom. All remaining fixtures and
improvements shall be deemed abandoned and remain the property of the
Landlord. Tenant's,obligation to observe or perfon a this covenant shall survive
the expiration or other termination of this lease. If the last day of the term of this
lease or any renewal thereof, falls on Sunday, this lease shall expire at noon on the
preceding Saturday unless it be a legal holiday in which case it shall expire at
noon on the preceding business day.
29. QUIET ENJOYMENT.
Landlord covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the Demised Premises hereby demised, subject, nevertheless, to
the terms and conditions of this lease.
30. NO WAIVER.
The failure of either party to seek redress for violation of or to insist upon the strict
performance of any covenant or condition of the lease or of any of the Rules or
Regulations set forth or hereafter adopted, shall not prevent a subsequent act
which would have originally constituted a violation from having all the force and
effect of an original violation. The receipt by Landlord of rent and/or additional
rent with knowledge of the breach of any covenant of this lease shall not be
deemed a waiver of such breach and no provision of this lease shall be deemed to
have been waived by Landlord unless such waiver be in writing signed by
Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any check or
any letter accompanying any check or payments as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy in
11
•
this lease provided. No act or thing done by Landlord or Landlord's agents
during the term hereby demised shall be deemed in acceptance of a surrender of
said Premises and no agreement to accept such surrender shall be valid unless in
writing signed by Landlord. No employee of Landlord or Landlord's agent shall
have any power to accept the keys of said Premises prior to the termination of the
lease and the delivery of keys to any such agent or employee shall not operate as a
termination of the lease or a surrender of the Premises.
31. WAIVER OF TRIAL BY JURY.
It is mutually agreed by and between Landlord and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the other
(except for personal injury ury ox property damage) on any matters whatsoever arising.
out of or in any way connected with this lease, the relationship of Landlord and
Tenant, Tenant's use of or occupancy of said Premises, and any emergency
statutoryany or statutory other remedy.
32. ESTOPPEL CERTIFICATE.
Tenant, at any time, and from time to time, upon at least twenty (20) days prior
notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to
any other person, firm or corporation specified by Landlord, a statement 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 as modified and stating the
modifications), stating the dates which the rent and additional rent have been paid,
and stating, whether or not there exists any defaults by Landlord under this lease,
and, if so, specifying each such default, and any other such information as
Landlord may reasonably request.
33. SUCCESSORS AND ASSIGNS.
The covenants, conditions and agreements contained in this lease shall bind and
inure to the benefit of Landlord and Tenant and their respective heirs, distributes,
executors, administrators, successors, and except as otherwise provided in this
lease,their assigns. Tenant shall look only to Landlord's estate and interest in the
land and Building for the satisfaction of Tenant's remedies for the collection of a
judgment (or other judicial process) against Landlord in the event of any default
by Landlord hereunder, and no other property or assets of such Landlord (or any
pactuer, member, officer or director thereof, disclosed or undisclosed), shall be
subject to levy, execution or other enforcement procedure for the satisfaction of
Tenant's remedies under or with respect to this lease, the relationship of Landlord
and Tenant hereunder, or Tenant's use and occupancy of the Demised Premises.
12.
o
•
34. SIGNAGE.
Subject to the prior written consent of Landlord, Tenant may, at its sole cost and
expense, install or place signs in the Demised Premises to the extent permitted by
applicable law. In furtherance of the foregoing, Tenant shall submit to Landlord
detailed renderings of Tenant's proposed signage showing the size, color,
appearance thereof,together with a statement of the manner in which same is to be
affixed tothe Demised Premises.
35. PARKING.
Diu ng the term of this lease, Tenant.shall have the right in common with the
Landlord and other tenants of the Building to use the parking areas designated by
Landlord on the site plan annexed hereto and made a part hereof as Exhibit “B"
for the purpose of parking the automobiles of Tenant, its employees, guests and
invitees.
36. CONDEMNATION
If the whole or any part of the Demised Premises shall be acquired or condemned
by eminent domain for any public or quasi public use or purpose, then and in that
event, the term of this lease shall cease and terminate from the date of title vesting
in such proceeding, and Tenant shall have no claim for the value of any unexpired
term of said lease. Tenant shall have the right to make an independent claim to the
condemning authority for .the value of Tenant's moving expenses and personal
property, trade fixtures and equipment, provided Tenant is entitled pursuant to the
terms of this lease to remove such property, trade fixtures and equipment at the
end of the term, and provided further such claim does not reduce Landlord's
award.
37. TENANT'S RIGHT OF EARLY TERMINATION.
Notwithstanding anything to the contrary contained herein, provided Tenant is not
in default in the performance or observance of any of the terms, covenants or
conditions of this lease, Tenant shall have the right to terminate this lease ("Early
Termination Right") effective as of the expiration of the fifth (5th ) lease year
("Early Termination Trigger Date"). In the event that Tenant shall elect to
exercise such Early Termination Right, Tenant shall give Landlord one (1) year
prior written notice thereof subsequent to the Early Termination Trigger Date
("Early Termination Notice"). In no event shall Tenant have the right to give an
Early Termination Notice prior to the Early Termination Trigger Date. Upon
termination of the lease pursuant to this Paragraph 37, Tenant shall vacate the
Demised Premises and surrender same to Landlord in accordance with the
provisions of this Paragraph and Paragraph 28.
38. INTENTIONALLY OMITTED.
13
i o a
39. HAZARDOUS CONDITIONS.
Tenant shall not cause or permit "Hazardous Materials" (as defined below) to be
used, transported, stored, released, handled, produced or installed in, on or from,
the Demised Premises or the Building. The term "Hazardous Materials" shall, for
the purposes hereof, mean any flammable, explosive or radioactive materials,
hazardous wastes,hazardous and toxic substances or related materials; asbestos or
any material containing asbestos; or any such other substance or material as
defined by anfederal, state or local law, ordinance, rule or regulation, including;
without limitation, the Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended, the Hazardous Materials Transportation
Act, as amended; the Resource Conservation and Recovery Act, as amended and
in the regulations adopted and publications promulgated pursuant to each of the
foregoing. In the event of a breach of the provisions of this Article 39, Landlord
shall, in ad®.'®` to all of its rights and remedies under this lease and pursuant to
law, requite Tenant to remove any such Hazardous Materials from the Demised
Premises or the Bmrild ng in the manner prescribed for such removal by applicable
law, rub and regulation, at Tenant's sole cost and expense. The provisions,of this
Article 39 shall-survive the expiration or sooner termination of this lease.
40. INTENTIONALLY OMITTED.
41. FORCE MAJEURE
In the event that either party shall be delayed or hindered in or prevented from the
performance of any covenant, agreement, work, service, or other act required
under this Lease to be performed by such party, and such delay or hindrance is due
to causes entirely beyond.its control such as riots, insurrections, martial law, civil
commotion, war, fire, flood, earthquake, or other casualty or acts of God, the
performance of such covenant, agreement, work, service, or other act shall be
excused for the period of delay and the time period for performance shall be
extended by the same number of days in the period of delay.
42. BROKER
Landlord and Tenant each represent that no broker brought about this transaction.
Landlord and Tenant agree to indemnify defend and save each other harmless
from and against any and all claims for fees or commissions from anyone with
whom the indemnifying party has dealt in connection with the Demised Premises
or this Lease.
43. LIMITED LIABILITY.
If Landlord or any successor in interest to Landlord is in breach or default with
respect to its obligations or otherwise under this lease, Tenant shall look for the
satisfaction of Tenant's damages, rights and remedies solely to the equity of
Landlord or its successor in interest in the Demised Premises and neither Landlord
14
nor any successor in interest shall have any personal liability other than said
equity.
44. NOT BINDING.
It is understood and agreed that this Lease is offered to the Tenant for signature,
subject to the Landlord's acceptance and approval, and this Lease is not binding
until the Landlord has affixed his signature thereto.
45. INTERPRETATION.
Wherever herein the singular number is used, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders and vice
versa, as the context shall require, The section headings used, herein are for
reference and convenience only, and shall not enter into the interpretation hereof
This lease may be executed in counterp<ats, each of which shall be an original, but
all of which shall constitute one and the sante instrument. For purposes of
interpreting this lease, it shall be deemed to have been drafted equally by the
attorneys for both Landlord and Tenant.
46. ENTIRE AGREEMENT
No oral statement or prior written matter shall have any force or effect. Tenant
agrees that it is not relying on any representations or agreements other than those
contained in this lease. This agreement shall not be modified or cancelled except
by writing subscribed to by all parties.
[remainder of page intentionally left blank]
15
In Witness Whereof, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.
NORTH FORK BANK, Landlord
By:
Name:
Title:
TOWN OF SOUTHOLD, Tenant
By: 1/ _
Name: oshua Y. Horton
Title: Southold Town Supervisor
16
ACKNOWLEDGEMENTS
LANDLORD
STATE OF NEW YORK, ss:
County of
On the day of , 2003, before me personally came
to me known, who being by me duly sworn, did depose and say that he resides in
that he is
the of the corporation described
in and winch executed the foregoing instrument, as LANDLORD, that he knows the seal
of said corporation; the seal affixed to said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.
TENANT
STATE OF NEW YORK, ss:
County of 5u f)
On the 1 S'� day of 4,tc,L{S{- , 2003, before me personally camejc,s64446-1
to me known, who being by me duly sworn, did depose and say that he resides in
&roan por*, /Ow yb .
that he is the *erurear of TWct a 5ocr646/d the corporation
described in and which executed the foregoing instrument, as TENANT, that he knows
the seal of said corporation; the seal affixed to said instrument is such corporate seal; that
it was so affixed by order of the Board of Directors of said corporation, and that _he
signed his name thereto by like order.
jukittA 9 MEl9 ooRo46348 0:
NOTANYPUSLIC State of New York
Na(l1Db4634870
Qualified in Suffolk Co
Commission Expires Septembe30. 'O0
17
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GREGORY F.YAKABOSKI ,,....___ JOSHUA Y.HORTON
TOWN ATTORNEY el SQFFO(� Supervisor
greg.yakaboski@town.southold.ny.usf 0�� Co\
4�s'S Dy: Town Hall 53095 Route 25
PATRICIA A.F'INNEGAN C • f P.O.Box 1179
ASSISTANT TOWN ATTORNEY a era Z ; Southold,New York 11971-0959
patricia.finncgan@town.southold:ny.us Q 04.07/
LORI HLTLSE MONTEFUSCO ` �C fit).0° Telephone(631) 765-1939
ASSISTANT TOWN ATTORNEY =_'r �'� Facsimile(631)765-1823
tori.montefuseo@townsouthold:ny.us
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
RECEIVED
To: Elizabeth.A. Neville, Town Clerk
John Cushman, Town Comptroller OCT 2 9 2003
From: Gregory F. Yakaboski, Esq.
Town Attorney Southold Town Clerk
Date: October 31, 2003
Re: Lease Agreement
North Fork Bank, as Landlord and Town of Southold, as Tenant
I providing you with an originally signed lease agreement between North Fork
Bank and the Town of Southold dated September 5, 2003. Please note that monthly rental
for this additional office space begins January 1, 2004, and ends December 31, 2018, for
a fifteen (15) years term.
I am also providing you with a copy of letter from Nancy Elia of the North Fork
Bank, dated September 8, 2003, that addresses the specifications for the maintenance of
the parking, sidewalks, and landscaped areas that will become the Town's responsibility,
subject to Landlord's satisfaction.
Greg
/md
encs.
cc: Pete Harris, Superintendent of Highways w/ copy of letter
North Fork Ban k
September 8, 2003
VIA AIRBORNE EXPRESS
Gregory F. Yakaboski, Esq.
Office of the Town Attorney
Town of Southold
Town Hall, 53095 Route 25
P.O. Box 1179
Southold,New York 11971
Re: Lease Agreement between North Fork Bank, as Landlord
and Town of Southold, as Tenant
Premises: 54375 Main Road, Southold,New York
Dear Greg:
Enclosed herewith please find two(2) duplicate original copies of the duly
executed Lease Agreement relative to the aforementioned premises for your files.
Also, as you are aware,pursuant to Paragraph 20 of the Lease the Tenant is
responsible for maintaining the landscaped areas fronting and adjacent to the Demised
Premises and the parking areas as well as maintaining the sidewalks fronting and adjacent
to the Demised Premises and the parking areas in a clear and clean condition free of
snow, ice, debris and other obstructions. As you are further aware,the foregoing work is
to be performed subject to Landlord's satisfaction. In that regard, we have also enclosed
herewith our specifications for thep erformance of such work,
If you should have any questions, or if we can be of any further assistance with
respect to this matter,please contact the undersigned at(631) 844-4046.
��) �,a y p :---77--r71 Very truly yours,
L.gEms}$
;1I NORTH FORK BANK
L l SEP - 9 200311u)
TCG ;lit}^ 'SCFFCE
TOWN OF.SOJTFIQ':.fa [ Nancy Angela Elia
Assistant Vice President
Associate General Counsel
Encl.
cc: L. McMahon(w/o encl.)
275 BROADHOLLOW ROAD,MELVILLE,NY 11747, 631 8441000,Fax 631 6941536
n , = North Fork Bank
N
SNOW REMOVAL
SPECIFICATIONS: A
Contractors are to respond automatically after two (2) inches of snowfall. All Parking lots,
entrances/exit ways and walkways at all properties (54375 Main Road/Drive up facility/Cutcho
Parking lot)willa?e clear of snow and ice at all times. Ice control will consist of salting and
sanding of the parking lots and walkways for any precipitation that freezes on surfaces
LANDSCAPE
SPECIFICATIONS:
a) Entire Spring clean-up of grounds; including leaves and removing all sand from
the parking lot.
b) Lawn mowed every seven (7)days or as needed and all grass cuttings swept
from walks.
c) Rake and edge all garden beds,walks and curb areas weekly and parking lots
swept when needed.
d) Fertilize three(3)times annually(April,July, October).
e) Lime lawn once a year,
f) Apply crabgrass, weed, grub and insect control,
g) Trim and prune shrubs and trees as necessary. Spray shrubs for insect control.
h) Remove weeds from garden beds,walks and curbs weekly.
i) Clean and pick-up all paper and litter oh grounds, parking areas, in shrubs, lawn
area,etc.as needed.
j) Entire Fall clean-up of grounds; get ready for Winter. Including picking up
leaves.
k) Do any regular landscaping/gardening chores that are required to keep the grounds
looking attractive
275 BRoADHouow ROAD,MELVILLE,NY 11747, 631 844 1000,FAX 637 6941536