Agreement of Lease (2015)Full Document 

Start of Preview

AGREEMENT OF LEASE

117 ADAMS OWNER LLC AND 55 PROSPECT OWNER LLC,

each a Delaware limited liability company,

Landlord

And

ETSY, INC.,

a Delaware corporation,

Tenant

For

A portion of the ground Floor, a portion of the 2nd Floor and the entire 3rd, 4th, 5th, 6th, 7th, 8th and 9th Floors

at

117 Adams Street, Brooklyn, New York

and

The entire 6th Floor

at

55 Prospect Street, Brooklyn, New York

May 12, 2014


TABLE OF CONTENTS

ARTICLE 1

BASIC LEASE PROVISIONS

1

ARTICLE 2

PREMISES, TERM, RENT

5

ARTICLE 3

USE AND OCCUPANCY

11

ARTICLE 4

CONDITION OF THE PREMISES

11

ARTICLE 5

ALTERATIONS

13

ARTICLE 6

REPAIRS

19

ARTICLE 7

INCREASES IN TAXES

21

ARTICLE 8

REQUIREMENTS OF LAW

27

ARTICLE 9

SUBORDINATION

29

ARTICLE 10

SERVICES

31

ARTICLE 11

INSURANCE; PROPERTY LOSS OR DAMAGE

48

ARTICLE 12

EMINENT DOMAIN

54

ARTICLE 13

ASSIGNMENT AND SUBLETTING

56

ARTICLE 14

ACCESS TO PREMISES

65

ARTICLE 15

DEFAULT

66

ARTICLE 16

LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES

70

ARTICLE 17

NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL

70

ARTICLE 18

END OF TERM

71

ARTICLE 19

QUIET ENJOYMENT

72

ARTICLE 20

NO SURRENDER; NO WAIVER

72

ARTICLE 21

WAIVER OF TRIAL BY JURY; COUNTERCLAIM

73

ARTICLE 22

NOTICES

73

ARTICLE 23

RULES AND REGULATIONS

74

ARTICLE 24

BROKER

74

ARTICLE 25

INDEMNITY

74

ARTICLE 26

MISCELLANEOUS

76

ARTICLE 27

SECURITY

80

ARTICLE 28

OFAC

83

ARTICLE 29

ICAP

84

ARTICLE 30

MUNICIPAL INCENTIVES

86

ARTICLE 31

OPTIONS TO RENEW

86

i


ARTICLE 32

ARBITRATION

89

ARTICLE 33

OPTIONS TO EXPAND

90

ARTICLE 34

INITIAL RIGHT OF FIRST OFFER FOR THE 2ND AND 3RD FLOOR SPACE AT THE PROSPECT STREET BUILDING

93

ARTICLE 35

RIGHT OF FIRST OFFER FOR THE 2ND, 3RD, 7TH, 8TH, 9TH AND 10TH FLOORS AT THE PROSPECT STREET BUILDING

94

SCHEDULES AND EXHIBITS

Schedule "A" Fixed Rent Schedule
Schedule "B" List of Approved Contractors
Schedule "C" HVAC Design Standards
Schedule "D" Copies of Current Certificates of Occupancy
Schedule "E" Form of Certificate of Insurance
Schedule "F" Schedule of Sustainability Work
Schedule "G" Schedule of Useable Square Footage
Exhibit "A" Floor Plans of Premises
Exhibit "B" Definitions
Exhibit "C" Landlord’s Base Building Work
Exhibit "D" Cleaning Specifications
Exhibit "E-1" Rules and Regulations
Exhibit "E-2" Construction Rules and Regulations
Exhibit "F" Subordination Non-Disturbance and Attornment Agreement
Exhibit "G" Form of Letter of Credit
Exhibits "H-1,H-2 and H-3" Signage Exhibits
Exhibit I Memorandum of Lease

ii


AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE ("Lease"), is made as of the 12th day of May, 2014, by and between 117 ADAMS OWNER LLC ("Adams Street Owner") and 55 PROSPECT OWNER LLC ("Prospect Street Owner"), as landlord (individually, and jointly, as the case may be, "Landlord"), each a Delaware liability company, having an office at c/o Kushner Companies, 666 Fifth Avenue, 15th Floor, New York, New York 10103 and ETSY, INC., as tenant ("Tenant"), a Delaware corporation, having an office at 55 Washington Street Brooklyn, New York 11201. Landlord and Tenant hereby agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

PREMISES: A portion of the ground floor lobby comprising 4,104 rentable square feet (the "Lobby Area Space"); a portion of the ground floor storage area comprising 2,044 rentable square feet (the "Storage Area Space"); a portion of the 2nd floor, comprising 15,927 rentable square feet; the entire 3rd floor, comprising 26,506 rentable square feet; the entire 4th floor, comprising 26,496 rentable square feet; the entire 5th floor, comprising 22,044 rentable square feet; the entire 6th floor, comprising 21,515 rentable square feet; the entire 7th floor, comprising 21,401 rentable square feet; the entire 8th floor, comprising 21,498 rentable square feet, and the entire 9th floor, comprising 10,600 rentable square feet at the building ("Building") located at 117 Adams Street, Brooklyn New York (collectively, the "Adams Street Premises"), and the entire 6th Floor, comprising 26,500 rentable square feet at the building located at 55 Prospect Street, Brooklyn, New York (the "Prospect Street Premises"). Landlord and Tenant hereby agree that (i) the Adams Street Premises is comprised of 172,135 rentable square feet and (ii) the Prospect Street Premises is comprised of 26,500 rentable square feet (collectively, the "Premises") and, (iii) the Premises in the aggregate is comprised of 198,635 rentable square feet, as more particularly shown on drawings annexed hereto as Exhibit "A" and made a part hereof. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Buildings is conclusive as to the square footage in existence on the date of this Lease and shall be binding upon them.
BUILDINGS: The buildings, fixtures, equipment and other improvements and appurtenances now located or hereafter erected, located or placed upon the land located at 117 Adams Street Brooklyn, New York (the "Adams Street Building") and 55 Prospect Street, Brooklyn, New York (the "Prospect Street Building").


REAL PROPERTY: The Buildings, together with the plot of land upon which they stand.
DUMBO HEIGHTS CAMPUS: The Buildings together with the buildings located at 77 Sands Street, 81 Prospect Street, 175 Pearl Street, each in the Borough of Brooklyn, State of New York.
PERMITTED USE: General, administrative and executive offices and all other lawful use ancillary to Tenant’s business, including, but not limited to, a fitness center with locker room and showers, kitchen/cafeteria, day care center, exhibition area, auditorium, workshop/woodshop, bicycle storage and for no other purpose.
ADAMS STREET PREMISES COMMENCEMENT DATE: The date that is the earlier of (a) the date that Tenant, or a person acting through, or on behalf of, Tenant first occupies the Adams Street Premises for the conduct of Tenant’s ordinary business, or for the performance of Tenant’s Initial installations (as hereinafter defined) therein, and (b) last of the following to occur: (i) the Lease is fully executed by, and delivered to, both Landlord and Tenant, (ii) Landlord tenders to Tenant vacant possession of the Premises in the Delivery Condition (as hereinafter defined) required hereunder, (iii) Landlord notifies Tenant, in writing, that Landlord has Substantially Completed (as hereinafter defined) all Landlord’s Pre-Commencement Base Building Work,
End of Preview