{"id":41978,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/world-trade-center-new-york-city-ny-supplemental-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"world-trade-center-new-york-city-ny-supplemental-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/world-trade-center-new-york-city-ny-supplemental-agreement.html","title":{"rendered":"World Trade Center (New York City, NY) Supplemental Agreement &#8211; Port Authority of New York and New Jersey and Cheng Xiang Trading USA Inc."},"content":{"rendered":"<pre>                                                   Lease No. WT-3189-A-22 (2455)\n                                                   Supplement No. 1\n\n\n                             SUPPLEMENTAL AGREEMENT\n\n                  THIS AGREEMENT, made as of the llth day of August, 1999 by and\nbetween THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY,  (hereinafter called \"the\nPort  Authority\")  and CHENG  XIANG  TRADING USA INC.  (hereinafter  called \"the\nLessee\"),\n\n                  WITNESSETH, That:\n\n                  WHEREAS,  the Port Authority and the Lessee  heretofore and as\nof November  17, 1995 entered  into an  agreement  of lease  identified  by Port\nAuthority Lease No. WT-3189-A-33 (2455) and hereinafter  identified by the above\nPort Authority Lease Number covering  premises at the Port Authority World Trade\nCenter in the Borough of  Manhattan,  City,  County and State of New York (which\nagreement  of  lease,  as the same may have  been  heretofore  supplemented  and\namended, is hereinafter called \"the Lease\"); and\n\n                  WHEREAS,  the Port  Authority  and the Lessee desire to extend\nthe term of the letting  under the Lease and to amend the Lease in certain other\nrespects;\n\n                  NOW, THEREFORE,  for and in consideration of the covenants and\nmutual  agreements  herein  contained,  the Port Authority and the Lessee hereby\nagree as follows:\n\n                  1. The term of the letting under the Lease is hereby  extended\nfor the period ending on August 31, 2002,  unless sooner  terminated,  or unless\nextended.\n\n                  2.  Subject  to  all  the  terms,  provisions,  covenants  and\nconditions of the Lease,  the Port  Authority  hereby lets to the Lessee and the\nLessee  hereby  hires and takes from the Port  Authority  at the Port  Authority\nWorld Trade Center in the Borough of  Manhattan,  City,  County and State of New\nYork the space shown in diagonal  hatching on the sketch annexed hereto,  marked\n\"Exhibit  A-l\"  and  hereby  made a part  hereof  together  with  the  fixtures,\nimprovements  and other property of the Port Authority  located or to be located\ntherein or thereon, the said space together with the said fixtures, improvements\nand other property (hereinafter  sometimes collectively called \"Area A-l\") to be\nand become the  premises  under the Lease  from and after  September  1, 1999 at\n12:01 o'clock A. M. (as such date may be postponed from time to time pursuant to\nthe  provisions  of Paragraph 4 of this  Agreement)  (the said date or postponed\ndate being  hereinafter  referred to as the  \"Effective  Date\") and  continuing,\nunless sooner  terminated,  for the balance of the term of the letting under the\nLease, as extended herein.  The Port Authority and the Lessee hereby acknowledge\nthat Area A-l constitutes non-residential real property.\n\n\n                                      -1-\n\n\n                  3. The Lessee shall use Area A-l for the purposes set forth in\nSection 3 of the Lease and for no other purpose whatsoever.\n\n                  4. If on September 1, 1999 Area A-l is not  available or ready\nfor  occupancy  or use by the  Lessee by reason of the fact that Area A-l or any\npart  thereof,  or any part of the  World  Trade  Center  are in the  course  of\nconstruction,  repair,  alteration or  improvement or by reason of the fact that\nthe  occupant  of Area A-l,  or a part  thereof,  failed or  refused  to deliver\npossession  or by reason of any causes or  conditions  beyond the control of the\nPort Authority,  the Port Authority may postpone the letting of Area A-l and the\nPort Authority  shall not be subject to any liability for such  postponement  or\nfailure to give possession on such date. No such postponement or failure to give\npossession of Area A-l on such date shall affect the validity of the Lease or of\nthis  Agreement or the  obligations of the Lessee under either the Lease or this\nAgreement. Possession of Area A-l shall be tendered by the Port Authority to the\nLessee by notice given at least five (5) days prior to the effective date of the\ntender.  In the  event  that  notice  of  tender  of Area A-l is not  given  for\npossession  thereof to commence on or before September 1, 2000, then the letting\nof Area A-l under this Agreement shall be deemed cancelled, and each party shall\nand does  release  and  discharge  the other  party  from any and all  claims or\ndemands with respect to Area A-l based on this Agreement, or a breach or alleged\nbreach  thereof.\n\n                  5.  (a) The  Lessee  shall  pay a basic  rental,  to the  Port\nAuthority  for Area  A-l for the  period  from  and  after  the  Effective  Date\nthroughout the term of the letting under the Lease, as extended  herein,  at the\nrate of Sixty-nine Thousand Eight Hundred Four Dollars and No Cents ($69,804.00)\nper annum,  payable in advance in equal  monthly  installments  of Five Thousand\nEight Hundred  Seventeen  Dollars and No Cents ($5,817.00) each on the Effective\nDate and on the first day of each and every calendar month thereafter throughout\nthe term of the letting under the Lease, as extended herein.\n\n                  (b) If the  Effective  Date is other  than the  first day of a\ncalendar  month,  the  installment of basic rental payable on the Effective Date\nshall be the amount of the monthly  installment stated in subparagraph (a) above\nmultiplied  by a fraction,  the  numerator  of which shall be the number of days\nfrom the Effective Date through and including the last day of the calendar month\nin which such  Effective  Date occurs and the  denominator of which shall be the\nnumber of days in that calendar month. If the expiration or termination  date of\nthe letting is other than the last day of a calendar  month,  the installment of\nbasic  rental  payable  on the first  day of the  calendar  month in which  such\nexpiration  or  termination  date  occurs  shall be the  amount  of the  monthly\ninstallment  stated in  subparagraph  (a) above  multiplied  by a fraction,  the\nnumerator  of which shall be the number of days the letting was in effect in the\ncalendar  month in which the  expiration  or  termination  date  occurs  and the\ndenominator of which shall be the number of days in said month.\n\n                  (c) On the  Effective  Date  Schedule  A annexed  to the Lease\nshall be deemed deleted and the schedule annexed hereto,  made a part hereof and\nmarked,  \"Schedule A\" shall be deemed  inserted in lieu thereof.  From and after\nthe Effective  Date, in addition to the basic rental payable in accordance  with\nsubparagraph  (a) of this  Paragraph  5, the Lessee shall pay  additional  basic\nrental for Area A-l in accordance with Schedule A annexed  hereto.\n\n                                      -2-\n\n\n                  6.  Effective at 11:59  o'clock P.M. on the day  preceding the\nEffective Date  (hereinafter  referred to as \"the Surrender  Date\"),  the Lessee\nhereby surrenders and yields up and does by these presents grant, bargain, sell,\nsurrender  and  yield up to the Port  Authority,  its  successors  and  assigns,\nforever,  the  premises  shown in diagonal  hatching on Exhibit A annexed to the\nLease  (hereinafter  referred to as \"Area A\") and the term of years with respect\nthereto under the Lease yet to come, and has given,  granted and surrendered and\nby these presents does,  give,  grant and surrender to the Port  Authority,  its\nsuccessors and assigns, all the rights, rights of renewal, licenses,  privileges\nand options of the Lessee granted by the Lease with respect to Area A all to the\nintent and  purpose  that the said term  under the Lease and the said  rights of\nrenewal, licenses, privileges and options may be wholly merged, extinguished and\ndetermined on the  Surrender  Date with the same force and effect as if the said\nterm were in and by the  provisions of the Lease  originally  fixed to expire on\nsuch date.\n\n                  7. All promises, covenants,  agreements and obligations of the\nLessee  with  respect  to Area A under the Lease or  otherwise  which  under the\nprovisions  thereof  would have  matured upon the date  originally  fixed in the\nLease for the  expiration of the term thereof,  or upon the  termination  of the\nLease prior to the said date,  or within a stated  period  after  expiration  or\ntermination,  shall  notwithstanding such provisions,  mature upon the Surrender\nDate and shall survive the execution and delivery of this Agreement.\n\n                  8. The Lessee hereby agrees to terminate its occupancy of Area\nA and to deliver actual physical possession of the same to the Port Authority on\nor before  the  Surrender  date in the  condition  required  by the  Lease  upon\nsurrender.\n\n                  9. (a)  Notwithstanding  the provisions of Section 42(a)(2) of\nthe Lease and subject to all the terms,  conditions  and  provisions  of Section\n42(f),  (g), (h) and (i) of the Lease, the Port Authority may periodically  from\nand after the  Effective  Date at such  times as the Port  Authority  may elect,\narrange for a survey of Area A-l by the Port Authority's  Engineering Department\nor by an independent utility consultant to be selected by the Port Authority for\nthe purpose of establishing  the Lessee's  annual  consumption of and demand for\nelectricity  (such  consumption of and demand for electricity  being hereinafter\nreferred to as \"consumption  and demand\").  Such consumption and demand shall be\nbased on the wattage of lamps and any other  electrical  machinery and equipment\nand the  frequency  and  duration of the use thereof in Area A-l.  The  Lessee's\nannual  consumption  and  demand  shall be  divided  by the  number of  \"billing\nperiods\"  per  year   established  by  the  public  utility  company   supplying\nelectricity  in the  vicinity  of  Area  A-l  so as to  determine  the  Lessee's\nconsumption  and demand per billing  period.  In lieu of such  determination  of\nconsumption  and  demand,  the same may be  measured  by  meter  which  the Port\nAuthority  may at its  option,  exercised  at any  time  during  the term of the\nletting,  install  on or off Area A-l and in the event any such  meter  fails to\nrecord such,  the Lessee's  consumption  of and demand for  electricity  for any\nperiod that a meter is out of service will be  considered  to be the same as the\nconsumption  and  demand  for  a  like  period  either   immediately  before  or\nimmediately after such interruption as selected by the Port Authority.  The Port\nAuthority  shall  compute  the cost of such  consumption  and  demand  either as\ndetermined  by the survey or  measured  by meter based on the greater of (1) the\nrates (including the fuel or other adjustment  factor,  if any) which the Lessee\nunder the service classification applicable to the Lessee as of the\n\n                                      -3-\n\n\ndate of each billing period would be required to pay if the Lessee had purchased\nsuch electricity  directly from the public utility company supplying the same to\ncommercial  buildings  in the  vicinity  or (2)  the  Port  Authority's  cost of\nobtaining and supplying  the same  quantity of  electricity.  From and after the\nEffective Date the Lessee shall pay the cost of such  consumption and demand for\neach such billing period to the Port Authority upon demand therefor and the same\nshall be deemed additional  rental  collectible in the same manner and with like\nremedies as if it were made a part of the basic rental reserved  hereunder.  The\ndetermination  of  consumption  and  demand  by  survey  shall  be  binding  and\nconclusive  on  both  the  Lessee  and the  Port  Authority  as to all  matters,\nincluding  but not limited to the frequency and duration of use of the lamps and\nother  electrical  machinery  and  equipment  in Area A-l. The cost of each such\nsurvey shall be borne by the Port  Authority  provided  that if the Lessee makes\nany alterations or improvements to Area A-l in accordance with the provisions of\nSection 12 of the Lease, or otherwise which may result in greater consumption or\ndemand,  the Port Authority may direct a new survey to establish the consumption\nand demand for  electricity  in Area A-l and the cost thereof  shall be borne by\nthe Lessee.  Any method of  measurement  used herein shall not preclude the Port\nAuthority from reverting to the use of any prior method.\n\n                  (b)  Notwithstanding  that the Port  Authority  has  agreed to\nsupply  electricity  to the  Lessee,  the  Port  Authority  shall  be  under  no\nobligation to provide or continue such service  hereunder if the Port  Authority\nis  prevented  by  law,  agreement  or  otherwise  from  metering  or  measuring\nconsumption  and  demand as  hereinabove  set forth or elects not to so meter or\nmeasure the same, then in any such event the Lessee shall make all  arrangements\nand  conversions  necessary  to  obtain  electricity  directly  from the  public\nutility. Also in such event the Lessee shall perform the construction  necessary\nfor such conversion and if any lines or equipment of the Port Authority are with\nthe consent of the Port Authority used therefor,  the Port Authority may make an\nappropriate charge therefor to the Lessee based on its cost and expenses for the\nsaid lines and equipment.\n\n                  10. The Lessee has thoroughly  examined and inspected Area A-l\nand has found it to be in good order and repair and has  determined  Area A-l to\nbe suitable for its  operations  hereunder.  The Lessee agrees to and shall take\nArea  A-l in its  \"as  is\"  condition  as of the  date  hereof  and  the  Lessee\nacknowledges that it has not relied upon any  representation or statement of the\nPort  Authority or its  Commissioners,  officers,  employees or agents as to the\ncondition or as to the  suitability  of Area A-l. The Lessee further agrees that\nthe  Port  Authority  shall  have  no  obligation  for  finishing  work  or  for\npreparation  of Area A-l for the Lessee's  use. The Lessee  agrees to perform at\nits sole cost and expense all  construction  and  installation  work that it may\nrequire to finish off and  decorate  Area A-l. The Lessee  further  acknowledges\nthat  facilities for heat,  ventilation  and  air-cooling  have  heretofore been\ninstalled in Area A-l pursuant to a certain  design  configuration  for Area A-l\nand notwithstanding the provisions of Section 42 of the Lease the Port Authority\nmakes no  representations  that such heat,  ventilation  and  air-cooling  shall\nmaintain in Area A-l an even and  comfortable  working  temperature,  and in the\nevent any alteration to such  facilities  shall be required in order to maintain\nan even and  comfortable  working  temperature in Area A-l, the cost of the same\nshall be borne by the Lessee. The Lessee agrees that no portion of Area A-l will\nbe used  initially  or at any time  during  the term of the  letting of Area A-l\nwhich is in a  condition  unsafe or  improper  for the  conduct of the  Lessee's\n\n\n                                      -4-\n\n\noperations  under the Lease as herein  amended so that there is  possibility  of\ninjury or damage to life or property.\n\n                  11. (a) Without limiting any other right of termination  under\nthis  Agreement,  the Port  Authority  shall  have the right to  terminate  this\nAgreement and the letting  hereunder  without cause,  at any time on one hundred\neighty (180) days' notice to the Lessee. In the event of termination pursuant to\nthis  Paragraph  11, this  Agreement and the letting  hereunder  shall cease and\nexpire as if the  effective  date of  termination  stated in the notice were the\ndate originally fixed herein for the expiration of the term of the letting.\n\n                  (b)   Notwithstanding  the  foregoing   provision,   the  Port\nAuthority shall,  within thirty (30) days after giving the notice referred to in\nsubparagraph  (a), tender to the Lessee an agreement,  which shall constitute an\noffer to amend this Agreement,  providing for the letting to the Lessee of other\nspace  at the  World  Trade  Center,  consisting  of a single  block  of  space,\nsubstantially  similar in size to Area A-l but the configuration of such and its\nlocation  within the Facility  shall be solely within the discretion of the Port\nAuthority.  Such agreement shall contain an exhibit  depicting such other space,\nthe  effective  date upon  which the  letting of such space  shall  commence,  a\nstatement of the number of rentable  square feet  comprising  such space and the\nannual basic  rental  payable for such space which shall be computed at the same\nannual  per  rentable  square  foot rate as the basic  rental  set forth in this\nAgreement.  In addition to the annual  basic  rental  payable for such space the\nagreement  will provide that the Lessee will  continue to pay  additional  basic\nrental as provided in the  Schedule A attached  to this  Agreement  based on the\nnumber of square feet in such space.  The  agreement  will also provide that the\nLessee will surrender, vacate and yield up to the Port Authority Area A-l on the\ndate  preceding the effective  date the letting of such space shall commence and\nthat the Port  Authority  will,  (1)  finish  the  space or cause the same to be\nfinished  at no cost to the Lessee  substantially  in the same manner and to the\nsame extent as Area A-l,  (2) arrange  for or, at the Port  Authority's  option,\nreimburse  the Lessee for its  reasonable  expenditures  for moving the Lessee's\nproperty  from Area A-l to such other space,  (3)  reimburse  the Lessee for its\nreasonable  expenditures  for  installing  telephone  equipment  in  such  space\nsubstantially  equivalent to the Lessee's present installation and (4) reimburse\nall reasonable  payments made by the Lessee in connection with office stationery\nno longer usable by the Lessee as a result of its move to such other space.  All\nterms,  conditions and provisions of this Agreement as so amended will remain in\nforce and effect as to such space  which shall be and become the  premises  from\nthe effective  date of the letting of such space through the balance of the term\nof the letting  under this  Agreement.  The Lessee shall within twenty (20) days\nafter  delivery  to it  of  such  agreement  by  the  Port  Authority,  execute,\nacknowledge and deliver the same to the Port  Authority.  Upon the delivery of a\nfully executed and  acknowledged  copy of the agreement by the Port Authority to\nthe Lessee,  the notice  theretofore  served pursuant to subparagraph (a) hereof\nshall be deemed  null and void and of no further  force or effect.  In the event\nthe  Lessee  does not  accept  the Port  Authority's  offer  by  delivering  the\nagreement  executed and acknowledged by it to the Port Authority within the time\nspecified herein, then the offer contained therein shall be deemed withdrawn and\nthe notice  terminating  the letting served in accordance with the provisions of\nsubparagraph  (a)  hereof  shall  be and  remain  fully  effective  and the Port\nAuthority  shall have no further  obligation  to offer other space to the Lessee\neither at the World Trade Center or  elsewhere.  If the agreement is\n\n                                      -5-\n\n\nexecuted by the parties  hereto the  provisions of this Paragraph 11 shall be of\nno further force and effect.\n\n                  (c) The  provisions of  subparagraph  (b) of this Paragraph 11\nshall be  independent  of and  shall  not be  deemed a  condition  precedent  or\nprerequisite  to the exercise of the right of  termination by the Port Authority\nunder subparagraph (a) hereof.\n\n                  (d) The Lessee  acknowledges  that it has been  advised by the\nPort Authority that any failure of the Lessee to surrender,  vacate and yield up\nto the  Port  Authority  Area A-l on the day  preceding  the  effective  date of\ntermination  set forth in  subparagraph  (a) hereof or on the day  preceding the\neffective  date of the  letting  of the  space to which  the  Lessee is moved as\nreferred to in  subparagraph  (b) hereof,  will or may cause the Port  Authority\ninjury,  damage or loss.  The Lessee  hereby  assumes  the risk of such  injury,\ndamage or loss and hereby agrees that it shall be  responsible  for the same and\nshall  pay the  Port  Authority  for the  same  whether  such  are  foreseen  or\nunforeseen,  special,  direct,  consequential or otherwise and the Lessee hereby\nexpressly  agrees to indemnify and hold the Port Authority  harmless against any\nsuch injury,  damage or loss. The foregoing shall not constitute or be deemed to\nconstitute the sole and exclusive  remedy of the Port Authority for such failure\nof the Lessee.\n\n                  (e)  In  the  event  the  Lessee  should  become  entitled  to\nreimbursement  pursuant to the  provisions  of  subdivisions  (2), (3) or (4) of\nsubparagraph  (b)  above,  the  Lessee  shall  submit  to the Port  Authority  a\nstatement  signed by a responsible  officer of the Lessee  certifying the amount\ndue to the Lessee  together  with such  documentation,  records,  paid bills and\ninvoices  to  substantiate  the amount due the  Lessee.  After  examination  and\napproval  of such  certified  statement  and any other  documentation  as may be\nreasonably  requested by the Port  Authority,  the Port Authority will determine\nthe amount  due to the Lessee and will grant the Lessee a credit in such  amount\nagainst the Lessee's rental obligations next becoming due.\n\n                  12. The Lessee represents and warrants that no broker has been\nconcerned in the  negotiation  of this Agreement or the letting or the extension\nhereunder  and that  there is no broker who is or may be  entitled  to be paid a\ncommission in connection therewith. The Lessee shall indemnify and save harmless\nthe Port  Authority of and from any and all claims for  commission  or brokerage\nmade by any and all persons,  firms or  corporations  whatsoever for services in\nconnection  with the  negotiation and execution of this Agreement or the letting\nor the extension hereunder.\n\n                  13. Neither the Commissioners of the Port Authority nor any of\nthem, nor any agent,  officer or employee thereof shall be charged personally by\nthe Lessee with any  liability  or held liable to it under any term or provision\nof this Agreement or because of its execution or attempted  execution or because\nof any  breach  thereof.\n\n                  14. As hereby  amended all the terms,  provisions,  covenants,\nagreements and conditions of the Lease shall remain in full force and effect.\n\n\n                                      -6-\n\n\n                  15.  This   Agreement  and  the  Lease  which  it  supplements\nconstitute the entire agreement between the Port Authority and the Lessee on the\nsubject matter, and may not be changed, modified,  discharged or extended except\nby instrument in writing duly executed on behalf of both the Port  Authority and\nthe Lessee.  The Lessee agrees that no  representations  or warranties  shall be\nbinding upon the Port Authority  unless  expressed in writing in the Lease or in\nthis Agreement.\n\n                  IN WITNESS WHEREOF, the Port Authority and the Lessee have set\nforth their hands and seals as the day and year first above written.\n\n                                                  THE PORT AUTHORITY OF NEW YORK\nATTEST:                                              AND NEW JERSEY\n\n\/s\/                                             By:\/s\/\n-------------------------------                 -------------------------------\n                    (Secretary)                 (Title)  Director of Real Estate\n                                                                          (Seal)\n\nATTEST:                                         CHENG XIANG TRADING USA INC.\n\n\/s\/                                             By:   \/s\/ Max P. Chen\n-------------------------------                 -------------------------------\n                    (Secretary)\n                                                (Title)            President\n                                                --------------------------------\n                                                               (Corporate Seal)\n\n                                      -7-\n\n\n          [GRAPHICAL REPRESENTATION OF THE LAYOUT OF THE OFFICE SPACE]\n\n\n\n\n                                      -8-\n\n\n\n\n                                   SCHEDULE A\n\n         1. For the purposes of this Schedule A, the following  provisions shall\napply:\n\n         (a) \"Taxes\" shall mean real estate taxes and  assessments  which may be\nimposed from time to time by the United States of America, the State of New York\nor any  municipality or other  governmental  authority,  upon the Port Authority\nwith respect to the buildings, structures, facilities or land at the World Trade\nCenter or with  respect  to the  rentals  or income  therefrom  in lieu of or in\naddition to any tax or assessment  which would otherwise be a real estate tax or\nassessment  and taxes shall include any payments in lieu of real estate taxes or\nassessments  which may be agreed upon between the Port  Authority and any of the\nforegoing  governmental  authorities,  other  than  payments  in lieu  of  taxes\ndescribed in paragraph (b) below.\n\n         (b)  \"Payments in lieu of taxes\"  shall mean such  payments as the Port\nAuthority  has agreed to pay the City of New York under an agreement  dated 1967\nas it may have been or may be  hereafter  supplemented  or amended  (hereinafter\ncalled the \"City Agreement\").\n\n         (c) The \"annual per rentable  square foot  factor\"  referred to in this\nSchedule was  initially  fixed at $1.25 in the City  Agreement and provision was\nmade in paragraph  7(3) of the City  Agreement for changes  therein from time to\ntime to reflect changes in the tax rate and changes in assessed valuations.\n\n         (d) \"Tax base\"  shall mean the annual per  rentable  square foot factor\nfinally  established to be the annual per rentable square foot factor to be used\nin computing payments in lieu of taxes for the tax year beginning July 1, 2000.\n\n         (e) \"Tax year\" shall mean the  twelve-month  period  established by The\nCity of New York as a tax year for real  estate tax  purposes.\n\n         (f) \"Wage  rate\"  shall  mean the cost for an  hour's  work by a porter\nengaged to work a 40-hour work week in a Class A office  building in the City of\nNew York which  hourly cost shall be limited  solely to the hourly wage rate for\nporters as that rate is established  from time to time by collective  bargaining\nagreement  between the Realty Advisory Board on Labor  Relations,  Incorporated,\nacting on behalf of various building owners and Local 32B-32J, Service Employees\nInternational  Union,   AFL-CIO,   (which  collective  bargaining  agreement  is\nhereinafter  referred to as \"the Contract\"),  plus a proper proportion of fringe\nbenefits and other payroll costs. As used herein:\n\n                  (1) \"Porter\" or \"porters\" shall mean those  employees  engaged\n         in the  general  maintenance  and  operation  of office  buildings  and\n         classified as \"Others\" by the Contract.\n\n                                      -9-\n\n\n                  (2)  \"Fringe  benefits\"  shall mean the items of cost which an\n         employer  would be  obligated  to pay or would  incur  pursuant  to the\n         Contract  on the basis of wages paid to a porter  engaged to work a 40-\n         hour  work  week in Class A  office  building  in New York  City who is\n         entitled to receive on an annual  basis the maximum  entitlement  under\n         the Contract, including, without limitation,  vacation allowances, sick\n         leave, holiday pay, birthdays,  jury duty, medical checkup, lunch time,\n         relief time, other paid time off, bonuses,  union assessments allocable\n         to pension  plans and welfare and  training  funds,  and health,  life,\n         accident, or other such types of insurance.\n\n                  (3) \"Other payroll costs\" shall mean taxes payable pursuant to\n         law by an employer upon the basis of wages paid to a porter  engaged to\n         work a 40 hour work week in a Class A office building in New York City,\n         including,  without limitation,  F.I.C.A.,  New York State Unemployment\n         Insurance and Federal Unemployment Insurance.\n\n                  If at any time during the term of the letting  under the Lease\nthe Contract shall require regular employment of porters on days or during hours\nwhen overtime or other premium pay rates are in effect  pursuant to the Contract\nthe hourly wage rate for porters  under the Contract for the  applicable  period\nshall be determined  by dividing the weekly wage an employer  would be obligated\nto pay a porter engaged to work a 40-hour work week in a Class A office building\nin New York City under the Contract by 40.\n\n                  If  either  the  Realty  Advisory  Board on  Labor  Relations,\nIncorporated or Local 32B-32J,  Service Employees  International  Union, AFL-CIO\nshall  cease to exist or a  collective  bargaining  agreement  shall cease to be\nnegotiated  between the Realty Advisory Board on Labor  Relations,  Incorporated\nand Local 32B-32J, Service Employees International Union, AFL-CIO, or if the job\nclassification  \"Others\"  shall  be  renamed  or  abolished  in  any  subsequent\ncollective  bargaining  agreement entered into between the Realty Advisory Board\non  Labor  Relations,   Incorporated  and  Local  32B-32J,   Service   Employees\nInternational  Union,  AFL-CIO,  then the wage rate to be used in  applying  the\nprovisions of this Schedule shall be the wage rate for those  employees  engaged\nin the general  maintenance  and  operation of Class A office  buildings  either\npursuant to any subsequent  collective  bargaining  agreement between the Realty\nAdvisory  Board on Labor  Relations,  Incorporated  and Local  32B-32J,  Service\nEmployees  International Union, AFL-CIO, or if there is no such agreement,  then\npursuant to such agreement as the Port Authority shall select.\n\n                  (g) \"Basic  wage  rate\"  shall mean the wage rate in effect on\n         January 1, 2000.\n\n                  (h) \"Rentable  square feet in the  premises\"  shall mean 1,939\n         square feet.\n\n                  (i) \"Lease\"  shall mean the  agreement  of lease to which this\n         schedule is attached.\n\n                                      -10-\n\n\n         2. From and after each July 1, following the  commencement  date of the\nletting under the Lease,  the Lessee shall pay an additional  basic rental under\nthe Lease at the annual rate computed by multiplying the rentable square feet in\nthe  premises by the excess over the tax base of the total of (i) the annual per\nrentable  square foot amount of taxes for the tax year beginning on that July 1;\nand (ii) the annual per rentable  square foot factor used in computing  payments\nin lieu of taxes  for the tax year  beginning  on that  July 1. If taxes  become\npayable on a basis other than an annual  amount per rentable  square  foot,  the\nPort Authority will allocate those taxes to the rentable square feet of space in\nthe  World  Trade  Center  and will  notify  the  Lessee  of the  amount of such\nallocation.\n\n         3. In addition to additional  basic rental  payable  under  paragraph 2\nabove,  from and after the commencement date of the letting under the Lease, the\nLessee shall pay additional basic rental under the Lease at an annual rate equal\nto $0.01 for each $0.01, or major fraction thereof, that the wage rate in effect\non  the  commencement  date  of  the  letting  and  each  wage  rate  thereafter\nestablished  from time to time during the term of the letting  exceeds the basic\nwage rate,  multiplied by the rentable  square feet in the  premises.\n\n         4. If the imposition or allocation of taxes or the  establishment of an\nannual per rentable square foot factor to be used in computing  payments in lieu\nof taxes for any tax year or the  establishment  of a wage rate to be  effective\nfor any period of time is delayed for any reason  whatsoever,  the Lessee  shall\nnevertheless continue to pay the additional basic rental at the annual rate then\nin  effect  subject  to  retroactive  adjustments  at such time as the taxes are\nimposed or allocated  or the said per  rentable  square foot factor or wage rate\nshall have been established.\n\n         5. After  imposition  and  allocation of taxes for any tax year and the\nestablishment  for each tax year of the annual per  rentable  square foot factor\nused in computing payments in lieu of taxes and after the effective date of each\nwage rate in excess of the basic wage rate;  the Port Authority will compute the\nannual rate or rates of  additional  basic  rental  payable by the Lessee  under\nparagraph  2 or 3 above  and will  notify  the  Lessee of the  amounts  thereof.\nAdditional  basic rental accruing under paragraph 2 or 3 above shall be computed\nseparately  and each amount  thereof  shall be payable by the Lessee to the Port\nAuthority in advance in monthly  installments,  each installment  being equal to\nl\/12 of the annual  rate  except  that if at the time the Port  Authority  gives\nnotice to the Lessee under this  paragraph,  additional  basic rental shall have\naccrued for a period prior to the notice,  the Lessee shall pay such  additional\nbasic rental in full for such period,  within ten days after such notice.\n\n         6. If after an amount of additional  basic rental shall have been fixed\nunder paragraphs 2 or 3 above for any period, taxes are imposed or the amount of\ntaxes or the annual per  rentable  square  foot  factor in regard to payments in\nlieu of taxes or the wage rate used for computing such  additional  basic rental\nshall be changed or adjusted,  then the additional basic rental payable for that\nperiod shall be recomputed and from and after  notification  of the  imposition,\nchange or  adjustment,  the Lessee shall make payments based upon the recomputed\nadditional  basic  rental and upon  demand  the  Lessee  shall pay any excess in\nadditional  basic rental as recomputed  over amounts of additional  basic rental\ntheretofore  actually paid. If such change or adjustment  results in a reduction\nin the amount of additional  basic rental for any period\n\n                                      -11-\n\n\nprior to  notification,  the Port  Authority  will  credit the  Lessee  with the\ndifference between the additional basic rental as recomputed for that period and\namounts of additional basic rental actually paid.\n\n                                                \/s\/\n                                                --------------------------------\n                                                For the Port Authority\n\n                                                \/s\/\n                                                --------------------------------\n                                                For the Lessee\n\n\n                                      -12-\n\n\n\n                         (Port Authority Acknowledgment)\n\nSTATE OF NEW YORK          )\n                             ss:\nCOUNTY OF NEW YORK         )\n\n                  On the 18 day October, 1999, before me personally came Cherrie\nNanning  to me known,  who being by me duly  sworn,  did depose and say that she\nresides in 250 W. 24 Street,  New York,  NY 10011;  that she is the  Director of\nReal  Estate  of the  Port  Authority  of New York  and New  Jersey,  one of the\ncorporations  described in and which executed the foregoing instrument;  that he\nknows the seal of said corporation;  that the seal affixed to said instrument is\nsuch corporate  seal;  that it was so affixed by order of the  Commissioners  of\nsaid corporation; and that he signed his name thereto.\n\n                                               \/s\/ Sylvia Shephard\n                                               ---------------------------------\n                                               (notarial stamp and seal\n\n\n                           (CORPORATE ACKNOWLEDGMENT)\n\nSTATE OF QUEENS   )\n                  SS.:\nCOUNTY OF QUEENS  )\n\n\n                  On the 14th day of Sept.,  1999, before me personally came Gui\nYing Ye, to me known,  who, being by me duly sworn,  did depose and say that she\nresides at 108-31 66rd,  Forest Hills, NY 11375, WTC. Ste. 2201; that she is the\nSecretary of Cheng Xiang Trading USA Inc., one of the corporations  described in\nand which  executed the  foregoing  instrument;  that she knows the seal of said\ncorporation;  that the seal affixed to said  instrument is such corporate  seal;\nthat it was so affixed by order of the Board of Directors  of said  corporation,\nand that he signed his name thereto by like order.\n\n                                               \/s\/ Madeline Santana\n                                               ---------------------------------\n                                               (notarial stamp and seal)\n\n\n                                      -13-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7084],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9603,9579],"class_list":["post-41978","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chinamallusacom-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41978","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41978"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41978"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41978"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41978"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}