LEASE BETWEEN AND 14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC, collectively, the LANDLORD c/o Celestial Capital Group, Inc. New York, New York 10016 AND COMPETITIVE TECHNOLOGIES, INC. TENANT
Exhibit
10.27
LEASE
BETWEEN
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇ DRIVE ASSOCIATES, LLC
AND
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REINVESTMENT ASSOCIATES, LLC,
collectively, the
collectively, the
LANDLORD
c/o
Celestial Capital Group, Inc.
▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
AND
COMPETITIVE
TECHNOLOGIES, INC.
TENANT
LEASE
SUMMARY
| Date of Lease: | ||
| Tenant: | Competitive Technologies, Inc. | |
| Address: | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|
| Taxpayer Identification Number: | ▇▇-▇▇▇▇▇▇▇ | |
| Suite No.: | ▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Feet: | 11,025 R.S.F. | |
| Use (Article 6): | General and executive offices
for
Tenant’s technology transfer and licensing business. |
|
| Term (Article 2): | Seven (7) years | |
| Commencement Date (Article 2): | Upon substantial completion
of
Landlord’s Work, presently estimated as July 1, 2006. |
|
| Rent Commencement Date (Article 3): | Same as Commencement Date,
subject
to Section 2.05. |
|
| Base Rent: | ||
|
Lease
Year/Period
|
Annual
Base
Rent
|
|
|
1
|
$248,063.00
($22.50/R.S.F.)
|
|
|
2
|
$259,088.00
($23.50/R.S.F.)
|
|
|
3
|
$270,113.00
($24.50/R.S.F.)
|
|
|
4
|
$281,138.00
($25.50/R.S.F.)
|
|
|
5
|
$292,163.00
($26.50/R.S.F.)
|
|
|
6
|
$303,188.00
($27.50/R.S.F.)
|
|
|
7
|
$314,213.00
($28.50/R.S.F.)
|
|
|
(See
Schedule “A”)
|
| Electric (Article 5): | Consumption measured by submeter or direct meter and payable by Tenant on the terms set forth in Section 5.01 or Section 5.02. |
|
| Security Deposit (Article 30): | $41,343.84 (two months’ Base Rent) | |
| Tenant’s Share (Article 4): | Approximately 18.29% (or as later adjusted) | |
| Tenant’s Tax Share (Article 4): | Approximately 18.29% (or as later adjusted) | |
| Base Year for Real Estate Taxes (Article 4): | July 1, 2006 - June 30, 2007 (Original Term) | |
| July 1, 2013 - June 30, 2014 (Renewal Term) | ||
| Base Year for Operating Expenses (Article 4): | Calendar year 2006 (Original Term) | |
| Calendar year 2014 (Renewal Term) | ||
| Renewal Option (Article 2): | One five (5) year Renewal
Term upon
nine (9) months prior written notice and on the terms set forth in Section 2.06. |
|
| Additional Tenant Concession (Article 3): | Landlord shall pay the remainder
of
Tenant’s rent due under its lease of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ the terms set forth in Section 3.02. |
|
| Early Termination Option (Article 2): | Tenant shall have the right
to
terminate the Lease at the end of the fifth Lease Year on the terms set forth in Section 2.07. |
|
| Right of Expansion (Article 33): | Tenant has an option to lease
additional space on the first floor of the Building on the terms set forth in Section 33.01. |
| Parking: | Ten (10) reserved spaces
in addition
to the non-exclusive use of the Building’s parking area on the terms set forth in Section 6.03. |
|
| Guarantor: | None | |
| Broker: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc. and HK Group |
SCHEDULE
“A”
RENT
SCEHDULE
|
Lease
Year |
Annual
Base
Rent |
Monthly
Installment |
||
|
1
|
$248,063.00
|
$20,671.92
|
||
|
|
||||
|
2
|
$259,088.00
|
$21,590.67
|
||
|
3
|
$270,113.00
|
$22,509.42
|
||
|
4
|
$281,138.00
|
$23,428.17
|
||
|
5
|
$292,163.00
|
$24,346.92
|
||
|
6
|
$303,188.00
|
$25,265.67
|
||
|
7
|
$314,213.00
|
$26,184.42
|
TABLE
OF CONTENTS
| LEASE SUMMARY | ||||
| ARTICLE 1. | DEFINITIONS | 1 | ||
| ARTICLE 2. | DEMISE AND TERM | 4 | ||
| ARTICLE 3. | BASE RENT | 5 | ||
| ARTICLE 4. | ADDITIONAL RENT | 6 | ||
| ARTICLE 5. | ELECTRICITY | 7 | ||
| ARTICLE 6. | USE AND COMMON AREAS | 7 | ||
| ARTICLE 7. | UTILITIES AND SERVICE | 8 | ||
| ARTICLE 8. | REPAIRS AND MAINTENANCE | 9 | ||
| ARTICLE 9. | ASSIGNMENT AND SUBLETTING | 10 | ||
| ARTICLE 10. | WORK BY LANDLORD | 11 | ||
| ARTICLE 11. | COMPLIANCE WITH LAWS AND INSURANCE | 11 | ||
| ARTICLE 12. | SIGNS | 11 | ||
| ARTICLE 13. | INSURANCE | 12 | ||
| ARTICLE 14. | LATE CHARGES | 13 | ||
| ARTICLE 15. | CASUALTY | 13 | ||
| ARTICLE 16. | BANKRUPTCY | 14 | ||
| ARTICLE 17. | DEFAULTS | 14 | ||
| ARTICLE 18. | EMINENT DOMAIN | 16 | ||
| ARTICLE 19. | SURRENDER | 17 | ||
| ARTICLE 20. | NON-LIABILITY AND INDEMNIFICATION | 17 | ||
| ARTICLE 21. | ACCESS TO DEMISED PREMISES | 18 | ||
| ARTICLE 22. | LANDLORD’S EXPENSES | 19 | ||
| ARTICLE 23. | QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT | 19 | ||
| ARTICLE 24. | ESTOPPEL CERTIFICATE | 20 | ||
| ARTICLE 25. | ALTERATIONS | 21 | ||
| ARTICLE 26. | RULES AND REGULATIONS | 21 | ||
| ARTICLE 27. | NOTICES | 22 | ||
| ARTICLE 28. | SUCCESSORS AND ASSIGNS | 22 | ||
| ARTICLE 29. | BROKER | 22 | ||
| ARTICLE 30. | SECURITY DEPOSIT | 22 | ||
| ARTICLE 31. | ARBITRATION | 23 | ||
| ARTICLE 32. | WAIVER OF JURY TRIAL | 24 | ||
| ARTICLE 33. | ADDITIONAL SPACE | 24 | ||
| ARTICLE 34. | MISCELLANEOUS | 24 | ||
| EXHIBIT A | PLAN OF DEMISED PREMISES | 26 | ||
| EXHIBIT B | LANDLORD’S WORK LETTER | 27 | ||
| EXHIBIT C | RULES AND REGULATIONS | 32 | ||
| EXHIBIT D | CLEANING SPECIFICATIONS | 34 |
THIS
LEASE is made as of April ________ 2006, between ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Associates, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Reinvestment Associates, LLC,
each a Connecticut limited liability company (collectively, “Landlord”), with
offices at c/o Celestial Capital Group, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇
▇▇▇▇▇, and COMPETITIVE TECHNOLOGIES, INC. (“Tenant”) with offices at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
ARTICLE
1. DEFINITIONS
1.01.
The
following terms shall have the meanings set forth opposite each term or in
the
indicated
Section:
“Additional
Rent”
-
Section 4.01
“Additional
Space”
-
Section 33.01
“Alterations”
-
Section 25.01
“Base
Rent”
-
Section 3.01
“Broker”
-
Section 29.01
“Building”
- That
certain real property in which the Demised Premises are located, known as ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇.
“Commencement
Date”
-
Section 2.03
“Common
Areas”
- Shall
mean all means of egress and ingress, including public sidewalks and walkways,
lobbies, vestibules, stairways, corridors, passenger elevators, and public
lavatories. It shall also include those portions of the premises that are
dedicated for parking and passage of motor vehicles.
“Demised
Premises”
- The
space on the first floor of the Building shown on the floor plan attached hereto
as Exhibit “A”.
“Early
Termination Option”
-
Section 2.07
“Landlord’s
Work”
- The
work to be performed by Landlord as described in Exhibit “B” attached
hereto.
“Lease
Interest Rate”
- Shall
mean the sum of (i) the prime or base lending rate announced from time to time
by the Wall Street Journal plus (ii) three percentage points.
“Lease
Summary”
- The
list of terms attached to this Lease and made a part thereof. The terms set
forth in the Lease Summary are incorporated by reference in the applicable
Articles of the Lease with the same effect as if set forth in full in such
Articles.
“Lease
Year”
- The
period commencing on the Commencement Date and ending on the last
day
of
the month in which the first anniversary of the Commencement Date occurs, and
each
12-month
period thereafter, except that if the period between the last such anniversary
and the end of the Term is less than 12 months, then the last Lease Year shall
be such lesser period.
“Legal
Holidays”
- Shall
include New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other
state or national holiday as may be established from time to time. In addition
to the afore- mentioned days, Legal Holidays also shall include days prior
or
subsequent to the enumerated holidays such as the Friday after Thanksgiving
and
the Friday immediately succeeding Christmas, when Christmas falls on a Thursday.
In addition, if any Legal Holiday falls on a weekend and is celebrated by the
State of Connecticut or Federal Government on a weekday, such weekday also
shall
be deemed a Legal Holiday hereunder.
“Operating
Expenses” -
Shall
mean any or all expenses incurred by Landlord in connection with the operation
of the Building, including all expenses incurred as a result of Landlord’s
compliance with any of its obligations hereunder, and such expenses shall
include: (i) salaries, wages, medical, surgical and general welfare benefits
(including group life insurance), pension payments and other fringe benefits
of
employees of Landlord or Landlord’s Managing Agent engaged in the operation and
maintenance of the Building; (ii) payroll taxes, workmen’s compensation,
uniforms and dry cleaning for the employees referred to in subdivision (i);
(iii) the cost of all charges for steam, heat, ventilation, air conditioning
and
water (including sewer rental, taxes, septic and well costs, if applicable)
furnished to the Building and/or used in the operation of all of the service
facilities of the Building and the cost of all charges for electricity furnished
to the public and service areas of the Building and/or used in the operation
of
all of the service facilities of the Building including any taxes on any of
such
utilities; (iv) the cost of all charges for rent, hazard, casualty, war risk
insurance (if obtainable from the United States government) and liability
insurance for the Building carried by Landlord; (v) the cost of all building
and
cleaning supplies for the Building and charges for telephone for the Building;
(vi) the cost of all charges for the management of the Building based on a
fee
equal to the then prevailing rate paid to managing agents of a first class
office building in Fairfield County; (vii) the cost of all charges for window
cleaning and service contracts with independent contractors for the Building;
(viii) the cost of rentals of capital equipment designed to result in savings
or
reductions in Operating Expenses; (ix) the cost of capital improvements made
by
Landlord with respect to the maintenance and/or operation of the Building,
amortized over the shorter of (A) ten (10) years and (B) the life of such
capital improvements; (x) the cost of compliance by Landlord with any federal,
state, municipal or local ordinances affecting the Building; (xi) the cost
relating to the maintenance and operation of the elevators in the Building;
(xii) the cost relating to protection and security; (xiii) the cost relating
to
lobby decorations and interior and exterior landscape maintenance, snow plowing
and maintenance of the parking areas; (xiv) repairs, replacements and
improvements which are appropriate for the continued operation of the Building,
including, but not limited to, repairs and improvements to the HVAC, plumbing
and electrical systems; (xv) painting of non-tenanted areas; and (xvi)
professional and consulting fees. Operating Expenses shall not include (xviii)
costs of painting and decorating for any tenant’s space; (xix) administrative
wages and salaries, including executive compensation; (xx) renting commissions;
(xxi) franchise taxes or income taxes of Landlord; (xxii) real estate taxes
to
the extent included in Article 4; (xxiii) the cost of furnishing electricity
and
HVAC to Tenant and to any other tenants in the Building who separately pay
for
the cost of all such services; (xxiv) the cost of providing overtime heat,
air-conditioning, and separately metered water to tenants of the Building to
the
extent that the same are payable by the tenants for whom such services are
provided; (xxv) the cost of any work or service provided to any tenant of the
Building that is not provided to Tenant under this Lease; and (xxvi) attorney’s
fees in preparing and enforcing leases for tenants in the Building.
2
“Renewal
Term” - Section
2.06
“Rent”
- Collectively,
the Base Rent and the Additional Rent.
“Rent
Commencement Date” - Section
3.01
“Security
Deposit” - Section
30.01
“Structural”
- Shall
mean the parts of the Building which are integral to the structure of the
Building, and includes: stairwells and towers; foundations; sub-flooring; column
supports; load bearing walls; roof; exterior walls above and/or below grade;
fire escapes; and anything integral to the support of the Building.
“Taxes”
- Shall
mean all real estate taxes, school taxes, sewer rents, rates and charges,
assessed, levied or imposed upon the Building (including special or
extraordinary assessments), and all assessments or other governmental charges,
general, specific, assessed, levied or imposed upon the Building, and “Tax”
shall mean any of such taxes. There shall be excluded from Taxes any capital
stock, income, inheritance, estate, succession, transfer, sales, gift or similar
taxes of Landlord or any franchise or unincorporated business tax upon Landlord.
If, due to a change in the method of taxation, any franchise, income, profit
or
other tax, however designated, shall be levied against Landlord in substitution,
in whole or in part, for, or in lieu of, any tax which would otherwise
constitute a Tax, such franchise, income, profit or other tax shall be deemed
to
be a Tax for the purpose hereof.
“Tenant’s
Share of Operating Expenses” - Section
4.03
“Tenant’s
Work”
- The
work to be performed by Tenant (if any) as described in Exhibit “B” attached
hereto.
3
“Tenant’s
Tax Share” - Section
4.02
“Term”
- Section
2.02
ARTICLE
2. DEMISE AND TERM
2.01.
Landlord hereby leases to Tenant, and Tenant hires from Landlord, the Demised
Premises, for the Term and at the Rent described below, and otherwise upon
the
terms of this Lease.
2.02.
The
“Term” is the number of years specified in the Lease Summary, plus the number of
days necessary so that the Term shall end on the last day of a calendar month.
The Term shall commence on the Commencement Date, and shall end on such earlier
date on which the Term may be canceled or terminated pursuant to this Lease
or
as provided by law.
2.03.
The
“Commencement Date” shall be the date upon which Landlord notifies Tenant that
Landlord’s Work, as described on Exhibit B attached hereto, has been
“substantially completed”; i.e.,
with
the exception of minor “punch list” items that: (i) do not materially interfere
with Tenant’s use of the Demised Premises for the purpose specified in the Lease
Summary, (ii) do not unreasonably interfere with the completion of Tenant’s
fitout work, if any, and (iii) can be remediated or completed within thirty
(30)
days after the Commencement Date. Tenant shall cooperate with Landlord and
promptly approve or specify any change in the drawings and specifications
submitted by Landlord for Landlord’s Work. If Tenant shall delay in such
approval and/or specification so that Landlord is unable to begin work within
fifteen (15) days of the date on which this Lease is executed and delivered,
or
shall specify any item other than those offered by Landlord as building standard
and such item is not immediately available, then the completion of Landlord’s
Work will be deemed to occur one day earlier for each day of the delay than
the
date on which Landlord’s Work has been substantially completed. Landlord
represents that, on or before the Commencement Date, a permanent or temporary
certificate of occupancy will have been issued for the Demised Premises by
the
applicable municipal building authority. If the certificate of occupancy is
temporary, it shall permit Tenant to use the Demises Premises for the purposes
stated in this Lease, and Landlord shall diligently pursue the issuance of
a
permanent certificate of occupancy.
2.04.
Landlord will provide Tenant reasonable access to the Demised Premises prior
to
the Commencement Date for the purposes of installation of its telecommunications
wiring and equipment, and to otherwise prepare the Demised Premises for its
occupancy, provided that such work does not interfere with the timely completion
of Landlord’s Work. Such entry shall be on all the terms of this Lease
applicable during the Term other than the payment of Base Rent.
2.05.
If
Landlord is unable to give Tenant possession of the Demised Premises by August
15, 2006, Landlord shall not be subject to any liability for failure to give
possession and the validity of this Lease shall not be impaired, nor shall
the
same be construed to extend the Term, but the Commencement Date shall be the
date when Landlord shall have given Tenant notice that the Demised Premises
are
ready for occupancy. If Landlord gives Tenant possession of the Demised Premises
after August 15, 2006, and provided that such delay is not caused by Tenant’s
failure to promptly submit and/or approve plans and specifications for
Landlord’s Work or Tenant’s Work (if any) or by Tenant’s selection of a
non-Building standard item that is not immediately available, then the Rent
Commencement Date shall be extended by two (2) additional days for each day
beyond August 15, 2006 that Landlord’s Work is not substantially completed as
defined in Section 2.03.
4
2.06.
Tenant may renew this Lease for one additional term of five (5) years (“Renewal
Term”), to commence upon the expiration of the Term, provided that Tenant is not
in default hereunder on the expiration date of the Term, or on the date that
Tenant shall give notice of its election to renew this Lease. Tenant shall
exercise the renewal option by giving Landlord written notice of its election
to
do so at least nine (9) months before the Term expires. The Renewal Term shall
be upon the same terms and conditions provided in this Lease, except for (i)
Base Rent, which shall be ninety-five (95%) percent of fair market value for
the
first Lease Year of the Renewal Term, but in no event less than the Base Rent
payable by Tenant in the last year of the Term, with annual increases of $1.00
per R.S.F. for each remaining year of the Renewal Term and (ii) the Base Year
for Taxes and the Base Year for Operating Expenses, which shall be readjusted
as
set forth in the Lease Summary. If the parties cannot agree upon fair market
value, it shall be determined by two (2) independent brokers, one chosen by
Tenant and one chosen by Landlord, provided that neither broker has represented
Tenant or Landlord in the preceding two years. In the event that such brokers
shall be unable to agree on fair market value, they shall choose a third broker
who, together with the other two brokers, shall jointly determine fair market
value.
2.07.
Tenant shall have the one-time option to terminate this Lease upon the
expiration of the fifth Lease Year, by (i) giving Landlord written notice
thereof not less than nine (9) months prior to the termination date and (ii)
paying to Landlord with its written notice the sum of $28,126.00. This payment
represents the agreed upon liquidated damages for early termination of this
Lease. Tenant shall not have the right to exercise this option if it is in
default under this Lease beyond any applicable notice and cure period at the
time that the required written notice is given by Tenant, or at any time
thereafter prior to the termination date.
ARTICLE
3. BASE RENT
3.01.
The
“Rent Commencement Date” shall be the date specified in the Lease Summary.
During the Term, commencing on the Rent Commencement Date, Tenant shall pay
to
Landlord
Base Rent for each Lease Year at the rate specified in the Lease Summary,
without notice, demand, abatement, set off or counterclaim, at the office of
Landlord indicated above, or at such other place as Landlord may designate
in
writing, in equal monthly installments in advance on the first day of each
month, except the first month’s installment of Base Rent shall be payable upon
the execution of this Lease. If the Rent Commencement Date shall occur on a
day
other than the first day of a calendar month, the Base Rent shall be prorated
for the period from the Rent Commencement Date to the last day of such calendar
month.
5
3.02.
Beginning on the Commencement Date, Landlord will pay the base rent and
additional rent for the remaining term of Tenant’s lease (“Stub Rent”) at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, which lease expires on December 31, 2006. Prior
to
the Commencement Date, Tenant shall substantiate the Stub Rent by giving
Landlord copies of its lease and recent rent bills. In no event shall Landlord’s
liability for Stub Rent exceed $84,375.00. Such payments shall be made from
an
escrow account created on or before the Commencement Date. If the Stub Rent
on
the Commencement Date is for a period of less than six (6) months, then in
addition to paying the Stub Rent, Landlord also shall give Tenant a credit
for
the amount of Stub Rent representing the difference between the Stub Rent owing
on the Commencement Date and six months’ Stub Rent, which credit shall be
applied against the Base Rent due under this Lease. In no event shall Landlord
be responsible for more than six (6) months of Tenant’s Stub Rent. Landlord
shall indemnify Tenant for any damages, claims, charges and expenses, including
reasonable attorneys’ fees, which may be incurred by or asserted against Tenant
by reason of Landlord’s breach of the obligations set forth in this Section
3.02.
ARTICLE
4. ADDITIONAL RENT
4.01.
In
addition to the Base Rent, Tenant shall pay to Landlord as Additional Rent
any
and all other sums provided in this Lease to be paid by Tenant to Landlord.
Notwithstanding any terms contained in Article 3 of this Lease, Tenant’s
obligation to pay Additional Rent shall commence upon the Commencement Date.
Additional Rent shall be paid without demand, abatement, set off or
counterclaim, at the office of Landlord indicated above, or at such other place
as Landlord may designate in writing, within thirty (30) days after Landlord
shall have rendered and Tenant shall have received a ▇▇▇▇ on account thereof.
The nonpayment of Additional Rent shall entitle Landlord to exercise all rights
and remedies as are provided in the case of nonpayment of Base Rent.
4.02.
Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s Tax
Share”, of the excess, if any, of the Taxes for each Lease Year after the Base
Year over the Taxes for the Base Year specified in the Lease
Summary.
4.03.
Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s
Share” of Operating Expenses of the excess, if any, of the Operating Expenses
for each Lease Year after the Base Year over the Operating Expenses for the
Base
Year specified in the Lease Summary.
4.04.
Landlord
may elect to ▇▇▇▇ Tenant monthly on account of Additional Rent by
reason
of Taxes and/or Operating Expenses, in amounts equal to 1/12th of Landlord’s
reasonable estimate of the amount of such Additional Rent to be incurred
for the
current Lease Year, and in such event, Tenant shall pay such monthly bills
within ten (10) business days of receipt. Promptly
after actual Additional Rent for such Lease Year shall have been determined,
Landlord shall reconcile the amounts paid on account thereof with the actual
amount of such Additional Rent and render a statement to Tenant. Upon request,
Landlord shall, at Tenant’s sole cost and expense (except if the audit reveals
overcharges exceeding 5%, Tenant’s reasonable audit expenses shall be reimbursed
by Landlord), provide Tenant with copies of invoices or other documentary
evidence in support of Landlord’s statement for Operating Expenses, but in no
event more than once annually. Any underpayment shall be paid within thirty
(30)
days of such statement or Landlord may request Tenant to include such
underpayment in the Base Rent next due. Any over-payment shall be credited
against the Rent next due.
6
ARTICLE
5. ELECTRICITY
5.01.
Landlord shall supply electricity to the Demised Premises on a submetered basis.
Tenant shall pay to Landlord, on a monthly basis, as Additional Rent, the
amounts determined by the submeter installed for the purpose of measuring the
electric consumption of the Demised Premises, calculated by applying to Tenant’s
measured electrical demand and consumption 100% of the public utility rate
schedule then applicable to Landlord for purchase of electricity for the
Building. Where more than one submeter measures the service to Tenant, the
service rendered through each submeter may be computed and billed separately
to
Tenant. Bills for electric energy shall be rendered at such times as Landlord
may elect and such amount shall be paid by Tenant as Additional Rent within
ten
(10) business days from the date Landlord invoices Tenant for such charges.
Upon
request, but in no event more than once annually, Landlord shall, at Tenant’s
sole cost and expense, furnish to Tenant copies of public utility invoices
and
any other documents used by Landlord to compute Tenant’s usage of
electricity.
5.02. Notwithstanding
any provision set forth in this Article 5, Landlord shall make reasonable
efforts to supply electricity to the Demised Premises on a direct metered basis.
Tenant shall pay the cost of installing and maintaining the meter, and the
costs
of such service shall be paid directly by Tenant to the public utility provider.
A default by Tenant in the payment of its electric bills beyond any applicable
notice by Landlord and cure period under Section 17.01 shall be deemed a default
by Tenant under this Lease.
5.03.
Tenant agrees at all times that its use of electric current shall not exceed
the
capacity of existing feeders to the Buildings or the risers or wiring
installation. Tenant shall make no electrical installations, alterations,
additions or changes to electrical equipment or appliances without the prior
written consent of Landlord in each instance. Tenant shall at all times comply
with the rules, regulations, terms and conditions applicable to service
equipment, wiring and requirements of the utility supplying electricity to
the
Building. If, in Landlord’s reasonable judgment, Tenant’s electrical
requirements necessitate installation of additional risers, feeders or other
proper and necessary equipment, and if Landlord has approved such installation,
the same shall be installed by Landlord at Tenant’s sole expense, which shall be
chargeable and collectible as Additional Rent and paid within ten (10) business
days after rendition of a ▇▇▇▇ to Tenant therefor. Landlord shall not be liable
in any way to Tenant for any failure or defect in the supply or character of
electrical service furnished to the Demised Premises by reason of any
requirement, act or omission of the utility serving the Building or for any
reason not attributable to Landlord.
7
ARTICLE
6. USE AND COMMON AREAS
6.01.
Tenant shall use the Demised Premises for the purpose specified in the Lease
Summary and for no other purpose, and subject to the Rules and Regulations
attached hereto as Exhibit “C”.
6.02.
Tenant, its employees, agents, customers and invitees, shall have the
non-exclusive right for and during the Term to use the Common Areas, as from
time to time constituted, in common with Landlord and all others to whom
Landlord has granted or may hereafter grant rights, and their employees, agents,
customers and invitees, subject to such changes in the Common Areas and to
such
reasonable rules and regulations as Landlord may from time to time make or
promulgate. Tenant shall not at any time interfere with the rights of other
tenants and occupants and their respective employees, agents, customers and
invitees or any others whom the Landlord has granted or may hereafter grant
rights, to use any part of the Common Areas. Landlord may, at any time and
from
time to time, close any Common Areas to make repairs or changes therein, to
effect construction, repairs or changes within the Building, to preclude a
claim
of title by adverse possession, and may do such other acts in and to the Common
Areas as in its
sole
judgment may be desirable to improve the convenience thereof.
6.03. Landlord
shall reserve ten (10) parking spaces, five (5) located in the parking area
in
the front of the Building and five (5) located in the parking area in the rear
of the Building, for the exclusive use by Tenant, its principals, officers
and
employees. Such spaces shall be as close as possible to the Building. In
addition to the reserved parking spaces, Tenant, its employees, agents,
customers and invitees shall have the non-exclusive right for and during the
Term to use the parking areas of the Building, as from time to time constituted,
in common with Landlord and all others to whom Landlord has granted or may
hereafter grant rights, and their employees, agents, customers and invitees,
subject to such reasonable rules and regulations as Landlord may from time
to
time promulgate. Tenant’s non-exclusive right to use the parking areas of the
Building will be on a non-reserved, “first come, first served” basis and no
overnight parking shall be permitted. During the Term, no additional charge
shall be imposed upon Tenant, its employees, agents, customers and invitees
for
their use of the parking areas of the Building.
6.04.
Tenant shall keep the Demised Premises free of hazardous substances/materials
as
defined by applicable federal, state or local laws and not cause or permit
the
Demised Premises to be used to generate, manufacture, refine, transport, treat,
store, handle, dispose, produce or process hazardous substances/materials except
in compliance with all applicable federal, state or local laws or regulations.
Tenant shall be responsible and pay for all costs of segregating, packaging,
treating, transporting and disposing of all hazardous or infectious waste
generated by Tenant at or from the Building. All hazardous or infectious waste
shall be identified, segregated, measured, stored and disposed of by Tenant
in a
manner that complies with all federal, state and local
laws or regulations applicable to hazardous or infectious waste. None of the
Common Areas may be used by Tenant for the storage or disposal of hazardous
or
infectious waste. Landlord represents that on the Commencement Date, the Demised
Premises will be free of hazardous substances/materials as defined by applicable
federal, state or local laws.
8
ARTICLE
7. UTILITIES AND SERVICE
7.01.
Landlord shall furnish hot and cold water in the public lavatories located
on
the floor(s) on which the Demised Premises are located, and shall furnish
separately metered hot and cold water to the Demised Premises if the Demised
Premises include plumbing fixtures. The installation of the meter shall be
at
Landlord’s expense.
7.02.
Landlord shall furnish heat and cooling to the Demised Premises through a
separate HVAC system which, prior to installation, shall be subject to
reasonable review by Tenant’s engineers. Tenant’s consumption of heat shall be
measured by submeter and calculated by applying to Tenant’s consumption 100% of
the public utility rate schedule then applicable to Landlord for purchase of
gas
for the Building. Bills for heat shall be rendered at such times as Landlord
may
elect, and such invoices shall be paid by Tenant as Additional Rent within
ten
(10) business days of Tenant’s receipt thereof. Tenant’s consumption of
electricity for air conditioning shall be measured and payable as set forth
in
Section 5.01.
7.03.
Landlord shall furnish automatic, non-attended elevator service for the Demised
Premises in common with other tenants in the Building.
7.04.
Landlord shall furnish electrical energy to the Demised Premises for ordinary
small office machines, PC’s, lighting fixtures for use during typical business
hours, a microwave, refrigerator and coffee machines. Tenant shall not connect
any machines that exceed the capacity of the electrical system serving the
Demised Premises or dissipate heat in excess of that for which the HVAC system
is designed, and agrees that the connected load in the Demised Premises shall
not in the aggregate exceed 5 ▇▇▇▇▇ at 120 volts single phase per rentable
square foot, exclusive of air conditioning, except with the prior written
consent of Landlord.
7.05.
It
is understood that if any services to be provided by Landlord are interrupted
by
reason of accident, construction or any other reason (other than the intentional
misconduct or negligence of Landlord), such interruption shall not be deemed
a
constructive eviction, Landlord shall not be liable in damages to Tenant, and
Tenant shall not be entitled to an abatement of
Rent.
However, Landlord shall use reasonable efforts to promptly and diligently
restore service and take all steps reasonably necessary to minimize the
deprivation of services to Tenant.
ARTICLE
8. REPAIRS AND MAINTENANCE
8.01.
Throughout the Term, Tenant shall, at its own cost and expense, be responsible
for all non-structural repairs within the Demised Premises and any Structural
repairs to the Demised Premises or Building or Building systems caused by
actions or omissions of Tenant, its employees,
agents or invitees. Tenant shall bear all costs of light bulbs for use in the
Demised Premises. Subject to Tenant’s Share of Operating Expenses, Landlord
shall be responsible for Structural repairs within the Demised Premises or
to
the Building, except for those necessitated by actions or omissions of Tenant,
its employees, agents or invitees. Tenant shall, at its sole cost and expense,
maintain the HVAC units that solely service the Demised Premises, but Landlord
shall, at its sole cost and expense, replace such HVAC units, if
necessary.
9
8.02.
Landlord shall provide cleaning in the Demised Premises, including the cleaning
of exterior windows, in accordance with the cleaning specifications attached
hereto as Exhibit “D.” Tenant shall not clean, nor require, permit or allow any
exterior window in the Demised Premises to be cleaned from the outside.
8.03.
Landlord shall maintain, or cause to be maintained, the Common Areas and parking
areas in good order and repair, including removal of snow from all outdoor
areas
and walkways in accordance with sound management practices of comparable
buildings.
ARTICLE
9. ASSIGNMENT AND SUBLETTING
9.01.
Tenant may not assign its interest in all or part of the Demised Premises,
nor
sublease all or part of the Demised Premises or permit any other person to
use
or share any space therein, without the prior written consent of Landlord in
each case, which consent shall not be unreasonably withheld. Tenant shall pay
Landlord’s reasonable attorneys’ fees and other reasonable expenses for
reviewing and documenting any requested assignment or sublease, regardless
of
whether Landlord consents thereto. It shall not be deemed unreasonable for
Landlord to withhold consent to an assignment or sublease of this Lease if
the
proposed assignee/subtenant shall have a net worth less than the Tenant or
if
the use for which the proposed assignee or subtenant would employ the Demised
Premises would violate the Building’s Rules and Regulations, or any then
existing exclusive use provisions contained in other leases for the
Building.
9.02.
For
purposes of this Lease, if Tenant shall be other than a natural person, the
term
“assignment” shall be deemed to include the sale or other transfer of a majority
of the shares or other equity
interests in Tenant, in one transaction or a series of related transactions,
and
shall include any event which by operation of law vests this leasehold interest
in any person other than the person named as Tenant in the Lease Summary.
9.03.
Notwithstanding anything contained herein to the contrary, and provided that
Tenant is not in default under this Lease, Tenant may, without the consent
or
approval of Landlord, assign this Lease or sublease any portion of the Demised
Premises to an entity that is the result of a merger or consolidation with
Tenant, or to an entity under the common control of Tenant. Tenant shall give
Landlord notice of any assignment or sublease covered by this Section 9.03
and a
copy of the assignment or sublease agreement.
10
9.04.
No
consent by Landlord to any assignment or sublease (including an assignment
or
sublease permitted by Section 9.03) shall be deemed to release Tenant from
its
obligations under this Lease.
9.05.
Whenever Tenant shall request Landlord’s consent to an assignment of this Lease
or a subletting of the Demised Premises or a portion thereof, Tenant shall
be
deemed to have offered to terminate the Term (or, if less than all
the
Demised Premises is to be sublet, then such offer shall be deemed to be for
the
termination of this Lease as to the portion of the Demised Premises proposed
to
be sublet). At any time within thirty (30) days after Tenant shall have made
such request and furnished to Landlord all information regarding the proposed
transaction and the proposed assignee or subtenant as Landlord reasonably
requests, including all consideration to be paid in connection therewith,
Landlord may elect, by giving notice to Tenant, to terminate the Term or to
terminate this Lease as to that portion of the Demised Premises to be sublet,
as
the case may be, effective on the date on which such assignment or sublease
was
to become effective. In case of a partial termination, the expense of lawfully
dividing the space shall be borne by Tenant. Notwithstanding the foregoing,
Landlord shall not have the right to terminate the Lease if Tenant withdraws
its
request for Landlord’s consent to a proposed assignment or sublease by written
notice to Landlord within five (5) business days of Landlord’s denial of such
request.
9.06.
Tenant shall indemnify Landlord from and against any claim brought by any
broker, or by any assignee or subtenant, in any such transaction proposed by
Tenant.
9.07.
Tenant
shall not advertise for the purpose of assigning or subletting the Demised
Premises.
Tenant shall not negotiate with, assign or sublease to any other tenant or
occupant in the Building, or any potential tenant with whom Landlord is
negotiating or with whom Landlord
or
Landlord’s agent has dealt within the twelve (12) months immediately preceding
Tenant’s request for Landlord’s consent to any such assignment or
sublease.
ARTICLE
10. WORK BY LANDLORD
10.01.
Tenant shall take the Demised Premises in its “as is” condition on the date of
this Lease, except for Landlord’s Work to be performed by Landlord, as shown on
Exhibit “B” attached hereto. Space planning for a test fit shall be performed by
Tenant’s architect, at Tenant’s sole cost and expense. Landlord shall pay for
and perform construction for Landlord’s Work and pay all architect and
engineering fees in connection with Landlord’s Work, except for the space
planning fees of Tenant’s architect.
ARTICLE
11. COMPLIANCE WITH LAWS AND INSURANCE
11.01.
Tenant shall, at its own cost and expense, execute and comply with all notices,
orders, rules, regulations, requirements, ordinances and laws of the village,
town, county, state and federal governments, and/or each and every department,
bureau and office thereof, to the extent that any such notices, rules, orders,
regulations, requirements, ordinances or laws at any time issued and enforced
shall be applicable to the interior of the Demised Premises and to the use
and
occupancy thereof, provided, however, that Tenant shall not be responsible
for
Structural repairs, unless the Structural repair is necessitated by the actions
or omissions of Tenant, its employees, agents, or invitees. Landlord shall
comply with requirements of the Americans with Disabilities Act of 1990 that
pertain to the Demised Premises and any other laws applicable to the Building
(excluding, however, those applicable to the interior of the Demised Premises
or
to Tenant’s use and occupancy thereof).
11
ARTICLE
12. SIGNS
12.01.
Landlord shall furnish and install, at Landlord’s sole cost and expense, the
Building tenant standard signage on the entrance door to the Demised Premises.
Landlord shall provide Tenant one listing on its lobby directory and one listing
on the directory on the floor on which the Demised Premises are located. Tenant
shall not erect any signs on the exterior of the Demised Premises or on any
exterior windows without Landlord’s consent.
ARTICLE
13. INSURANCE
13.01.
Tenant agrees to obtain and maintain during the Term commercial general public
liability and property damage insurance written on an occurrence form, naming
Landlord as additional insured, insuring against liability thereunder in a
single limit amount of not less than Three Million Dollars ($3,000,000)
combined single limit, including bodily injury, property damage, personal injury
and contractual coverage against the liability assumed under this Lease. Such
insurance shall be written by insurance companies which are licensed and
authorized to do business in the State of Connecticut and rated no less than
A-7
by Bests. In no event shall the limits of said insurance be considered as
limiting the liability of Tenant under this Lease. Such insurance shall cover
claims made by or on behalf of any person, firm or corporation and arising
from,
related to, or connected with, the conduct and operation of Tenant’s operations
within or around the Building. Said insurance policy shall also provide that
at
least thirty (30) days prior written notice shall be given to Landlord of any
cancellation, material change or non-renewal thereof. The policy or policies,
or
duly executed certificates for the same, together with satisfactory evidence
of
payment of premiums thereon, shall be deposited with Landlord prior to the
Commencement Date, and evidence of renewals thereof shall be deposited with
Landlord not
less
than
seven (7) business days prior to the expiration thereof. If Tenant fails to
comply with such requirement, Landlord may obtain such insurance and keep the
same in effect, and Tenant shall pay Landlord upon demand as Additional Rent,
the cost thereof.
13.02.
Any loss or damage by theft, fire or the elements or any other cause, to the
contents of the Demised Premises, including all trade fixtures and furniture,
and all other personal property belonging to Tenant, shall be at the sole risk
of Tenant. Tenant agrees to obtain and maintain during the Term “All Risk” or
“Special Form” insurance in an amount equal to the replacement cost of all
furnishings, and trade fixtures, within the Demised Premises, such amounts
to be
reviewed at least every three years and revised to reflect then current costs.
Landlord
shall be named as additional insured in such policy as respect to Landlord’s
interest in leasehold improvements. Said policy shall also provide that at
least
thirty (30) days prior written notice shall be given to Landlord of any
cancellation, amendment or non-renewal thereof. Tenant shall provide Landlord
with a certificate evidencing such coverage, and evidence of renewals thereof
shall be deposited with Landlord not less than seven (7) business days prior
to
the expiration of the terms of such policy. If Tenant fails to comply with
such
requirement, Landlord may obtain such insurance and keep the same in effect
and
Tenant shall pay Landlord, upon demand, as Additional Rent, the cost thereof.
12
13.03.
Tenant agrees to obtain and maintain during the Term workers’ compensation
insurance insuring against and satisfying Tenant’s obligations and liabilities
under the workers’ compensation laws of Connecticut.
13.04.
Each party (a “damaged party”) hereby releases the other party (the “other
party”) from any liability to the damaged party on account of any damage to the
property of the damaged party arising out of any casualty or other loss included
within a standard form of “all-risk” insurance even if such damage is the result
of the fault or negligence of the other party; provided, however, that if the
damage is covered by an insurance policy actually maintained by the damaged
party and the release provided by this sentence would invalidate or be in
conflict with such policy and such policy was purchased by the damaged party
in
compliance with the following paragraph, then such release shall be inapplicable
to the damage covered by such policy.
No
party
(the “procuring party”) shall obtain or accept any insurance policy which would
be invalidated by or would conflict with the release provided for in the prior
paragraph (a “policy without waiver”) unless a policy which would not be so
invalidated and would not conflict with such release (a “policy with waiver”)
(i) is unobtainable and the procuring party has so notified the other party,
or
(ii) is obtainable but only at a premium in excess of that payable for a policy
with waiver and the procuring party has so notified the other party (including
in its notice a statement of the amount of the additional premium) and the
other
party within 30 days of its receipt of such notice fails to offer to pay such
additional premium (or, if the other party is Tenant, Tenant’s Tax Share
thereof).
13.05.
If
Tenant shall use the Demised Premises in a manner other than that permitted
in
this Lease and as a result Landlord is required to pay an increased premium
for
insurance, Tenant will reimburse Landlord for such increase. Landlord agrees
to
obtain and maintain throughout the Term such additional insurance against such
perils and in such amounts as may be reasonably required by prudent owners
of
properties similar in type to the Building in Fairfield County,
including
at a minimum insurance against casualty and similar risks in the full
replacement value of the Building.
ARTICLE
14. LATE CHARGES
13
14.01.
If
Tenant fails to pay Landlord any installment of Base Rent or Additional Rent
when due, such overdue payment shall bear interest at the Lease Interest Rate
from the date it was due until paid, and if such failure shall continue for
ten
(10) business days after written notice, then Tenant agrees to pay Landlord,
as
liquidated damages for such failure, a late charge of four ($.04) cents for
each
dollar ($1.00) of such installment.
ARTICLE
15. CASUALTY
15.01.
If
the Demised Premises shall be damaged by fire or other casualty, then unless
Landlord shall elect to terminate the Term as provided in Section 15.02,
Landlord shall repair and restore the Demised Premises to the extent that
proceeds of casualty insurance are available therefor and promptly after receipt
of such insurance proceeds. To the extent the Demised Premises
shall have been rendered untenantable by such damage, Rent shall ▇▇▇▇▇ until
Landlord has completed such repair and restoration.
15.02.
If
the Demised Premises are damaged by fire or other casualty in the last twelve
(12) months of the Term, if at any time the Demised Premises shall be rendered
substantially untenantable by fire or other casualty, or if the Building shall
be so damaged by fire or other casualty that substantial restoration shall,
in
Landlord’s judgment, be required (whether or not the Demised Premises shall have
been damaged by such fire or other casualty), then in any such event Landlord
may elect to terminate the Term by giving Tenant notice within 120 days after
the date of such fire or other casualty.
15.03.
If
the Demised Premises are rendered substantially untenantable by fire or other
casualty in the last twelve (12) months of the Term, Tenant may elect
to
terminate the Term by giving Landlord notice within twenty (20) days of the
date
of such fire or other casualty. If at any time Landlord has not repaired or
restored the Demised Premises within 120 days of the date of any fire or other
casualty, subject to extensions of up to ninety (90) days due to causes beyond
Landlord’s reasonable control, then Tenant may elect to terminate the Term by
giving Landlord notice within twenty (20) days after such 120-day period as
such
period may have been extended; provided, however, that if Landlord notifies
Tenant that the anticipated date of completion of such repair and restoration
will be a date after the aforesaid deadline, then the time for Tenant to
exercise its right to terminate under this Section 15.03 shall expire twenty
(20) days after Landlord’s notice is given.
ARTICLE
16. BANKRUPTCY
16.01.
Should Tenant at any time during the Term become insolvent, make a transfer
in
fraud of creditors, make a general assignment for the benefit of creditors,
admit in writing its inability to pay its debts as they become due, file or
suffer to be filed a petition in bankruptcy against it, or should a receiver
or
trustee be appointed for Tenant’s property and said appointment shall not be
vacated within ninety (90) days thereafter, or should Tenant’s leasehold
interest be levied on and the lien thereof not discharged within ninety (90)
days after the said levy has been made, then upon the happening of any of the
events set forth in this paragraph, Landlord shall have the right, at its
election, to consider the same a material default on the part of Tenant, and
terminate the Term as in the case of a violation by the Tenant of any of the
terms, covenants, and conditions of this Lease.
14
ARTICLE
17. DEFAULTS
17.01.
If
(i) Tenant shall default in the payment of Rent as and when due hereunder,
and
such default shall continue for a period of three (3) business days after
written notice of such default from Landlord (provided, however, that Landlord
shall not be obligated to give such notice to Tenant more than twice in any
Lease Year, and any default in the payment of Rent thereafter shall be deemed
to
occur three (3) business days from the date it was due without such notice),
or
(ii) Tenant shall default in fulfilling any other obligation, provision,
condition or covenant of this Lease, and such default shall continue for a
period of thirty (30) days after written notice thereof from Landlord specifying
such default, (iii) the Demised Premises shall become vacant or deserted, or
(iv) any execution or attachment shall be issued against Tenant or any of its
property whereupon the Demised Premises shall be taken or occupied or attempted
to be taken or occupied by some one other than Tenant and the same shall not
be
bonded or dismissed or discharged as promptly as may be under circumstances
then, and in any such event, Landlord may give ten (10) business days written
notice of intention to end the Term, and then upon the expiration of said ten
(10) business days, the Term shall expire as fully and completely as if that
day
were the day definitely fixed herein for the expiration of the Term, and Tenant
shall quit and surrender the Demised Premises to Landlord, but Tenant shall
remain liable as hereinafter provided.
17.02.
If
the notices provided in the above paragraph shall have been given and the Term
shall expire as aforesaid, then Landlord may, pursuant to legal process, if
any
be applicable, re-enter the Demised Premises, either by force or otherwise,
and
dispossess Tenant and the legal representatives of Tenant, or other occupants
of
the Demised Premises, by summary proceeding or otherwise, and remove their
effects and hold the Demised Premises as if this Lease had not been made.
17.03.
In
case of such default, re-entry, expiration and or dispossess by summary
proceedings or otherwise, (i) the Rent shall become due thereupon and be paid
up
to the time of such reentry, dispossess or expiration, together with such
expenses as Landlord may incur for legal expenses,
reasonable attorneys’ fees, brokerage and/or putting the Demised Premises in
such condition as Landlord may determine is advisable or necessary good order
for re-rental, (ii) Landlord may re-let the Demised Premises or any part or
parts thereof, either in its own name or otherwise, for a term or terms which
may, at its option, be shorter or longer than the period which would otherwise
have constituted the remainder of the Term of this Lease to such extent as
Landlord, in Landlord’s reasonable judgment, considers advisable and necessary
to re-let the same; and (iii) Tenant, or its successors, shall also pay
Landlord, any deficiency between the Rent, and the net amount, if any, of the
rents collected on account of the lease or leases of the Demised Premises for
each month of the period which would otherwise have constituted the remainder
of
the Term. Any such deficiency shall be paid in monthly installments on the
first
day of each calendar month, and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Landlord
to collect the deficiency for any subsequent month by a similar proceeding.
15
17.04.
Whether or not Landlord shall have collected any monthly deficiency as
aforesaid, Landlord shall be entitled, at its option, to elect to recover from
Tenant, and in such event Tenant shall pay to Landlord on demand in lieu of
any
further such deficiency, as liquidated damages,
a
sum
calculated as follows: the excess, if any, of (i) the aggregate Rent which
would
have been payable by Tenant under this Lease (conclusively presuming the
Additional Rent to be at the same rate as was payable for the twelve (12) months
immediately preceding such re-entry by Landlord) for the period commencing
with
the last date to which Rent was paid (less any such deficiency collected) and
ending on the date set for the expiration of the Term had this Lease not been
terminated or Landlord not re-entered the Demised Premises, over (ii) the
aggregate rental value of the Demised Premises for the same period, both
discounted to their present value at 4% per annum. Nothing herein shall be
construed as limiting the recovery by Landlord against Tenant of any sum or
damages to which, in addition to the deficiency or damages described above,
Landlord may be entitled by reason of any default of Tenant under this Lease
prior to such re-entry. Landlord shall make reasonable efforts to mitigate
its
damages upon a default by Tenant under this Lease.
17.05.
Landlord, at its option, may make such alterations in the Demised Premises
as in
Landlord’s judgment are advisable or necessary for the purpose of re-letting the
Demised Premises, and the making of such alterations shall not operate or be
construed to release Tenant from any liability hereunder. In the event of a
breach or threatened breach by Tenant of 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 equity.
Tenant hereby expressly waives any
and
all rights of redemption granted by or under any present or future laws in
the
event of Tenant being evicted or dispossessed, for
any
just cause, or in the event of Landlord obtaining possession of the Demised
Premises by reason of the violation by Tenant of any of the covenants and
conditions of this Lease or otherwise.
ARTICLE
18. EMINENT DOMAIN
18.01.
If
the whole or any part of the Demised Premises shall be taken in any
condem-nation proceedings or by right of the exercise of eminent domain or
private purchase in lieu thereof by a public body vested with the power of
eminent domain, then, the Tenant and all rights of the Tenant hereunder shall
immediately cease and terminate, and the Rent shall be apportioned and paid
to
the date of such termination.
18.02.
If
a portion of the Building other than the Demised Premises is so taken, then
Landlord shall have the right to elect to terminate the Term and all rights
of
Tenant hereunder effective on the date specified by Landlord in a written notice
to Tenant. If a portion of the Building other than the Demised Premises that
is
taken materially affects Tenant’s use or occupancy of the Demised Premises,
Tenant also shall have the right to elect to terminate the Term by thirty (30)
days written notice to Landlord of such termination. If Landlord shall not
so
elect to terminate the Term, then this Lease shall remain unaffected by such
taking and Landlord shall, to the extent funds are available out of the award
received, restore the Building to a useable condition and as nearly as
practicable to its condition prior to such taking.
16
18.03.
The entire award payable as a result of any such taking shall be the sole
property of
Landlord, and Tenant shall have no claim to any such award on account of the
value of this leasehold estate and shall not be entitled to participate in
the
proceeding. Tenant shall be entitled to
pursue
any separate award to which the law may entitle Tenant for moving expenses
and
like matters that does not reduce the award to Landlord.
ARTICLE
19. SURRENDER
19.01.
At
the expiration or sooner termination of the Term, Tenant shall surrender to
Landlord the Demised Premises vacant, broom clean and in good order and repair
and safe condition, reasonable wear and tear, damage by casualty and any repairs
that Tenant is not required to make, excepted. All Alterations shall remain
upon
and be surrendered with the Demised Premises, unless Landlord shall elect to
require Tenant to remove any Alterations and restore the Demised Premises to
substantially their condition at the Commencement Date. Tenant’s obligation to
restore shall include any requirements imposed by Landlord’s consent to Tenant’s
alteration request (Article 25). All furniture, furnishings and trade fixtures,
including without limitation, murals, carpets, rugs, business machines and
equipment, apparatus and any other movable property installed by Tenant or
at
the expense of Tenant, shall be removed by Tenant and any damage caused by
such
removal shall be repaired by Tenant. Any property of Tenant which remains in
the
Demised Premises after the expiration of the Term shall be deemed to have been
abandoned by Tenant and may be retained by Landlord as its property or may
be
disposed of in such manner as Landlord may see fit at the expense of Tenant.
19.02.
In
the event Tenant fails to timely surrender the Demised Premises as provided
in
Section 19.01, Tenant, at the option of Landlord, shall be deemed to be
occupying the Demised Premises as a tenant from month to month, at a monthly
Rent equal to one and a half (1.5) times the Rent payable by Tenant in the
last
month of the Term. Tenant agrees to indemnify Landlord against all charges,
costs, fees, expenses, claims and damages incurred by Landlord as a result
of
Tenant’s failure to timely surrender the Demised Premises as provided in Section
19.01, including, without limitation, any claims made by a succeeding or
prospective tenant founded on such delay.
17
ARTICLE
20. NON-LIABILITY AND INDEMNIFICATION
20.01.
Tenant shall defend, indemnify and save harmless Landlord and its agents and
employees against and from any and all liabilities, obligations, damages,
penalties, claims, costs charges and expenses, including reasonable attorneys’
fees, which may be imposed upon, incurred by or asserted against, Landlord
and/or its agents or employees by reason of any act, occurrence or omission
within, or pertaining to, the Demised Premises or the business conducted therein
during the Term, except if caused by the negligent act, negligent omission
or
willful misconduct of Landlord, its agents, employees contractors and/or
licensees or by reason of Landlord’s breach of this Lease. In case any action or
proceeding is brought against Landlord by reason of any such claim, Tenant
upon
written notice from Landlord shall at Tenant’s expense resist or defend such
action or proceeding by reputable, competent counsel reasonably approved by
Landlord, and Landlord shall have the right to direct the defense of such action
or proceeding.
20.02.
Landlord shall defend, indemnify and save harmless Tenant and its agents and
employees against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including reasonable attorneys’ fees, which
may be imposed upon, incurred by or
asserted
against, Tenant and/or its agents or employees, by reason of any act, occurrence
or omission within, or pertaining to, the Building other than the Demised
Premises, except if caused by the negligent act, negligent omission or willful
misconduct of Tenant its agents, employees, contractors and/or licensees or
by
reason of Tenant’s breach of this Lease. In case any action or proceeding is
brought against Tenant by reason of any such claim, Landlord upon written notice
from Tenant shall at Landlord’s expense resist or defend such action or
proceeding by reputable, competent counsel reasonably approved by Tenant, and
Tenant shall have the right to direct the defense of such action or proceeding.
20.03.
Landlord (and its members, managers, beneficial owners, employees and agents)
shall have no personal liability with respect to this Lease. Tenant agrees
to
look solely to the interest of Landlord in the Building, and shall have no
recourse to any other asset of Landlord for the enforcement of any obligation
or
the satisfaction of any liability to Tenant arising under this Lease, the
relationship of the parties, or any other liability or obligation of Landlord
to
Tenant.
20.04.
Tenant waives any claim for damages against Landlord based on the assertion
that
Landlord has unreasonably withheld or unreasonably delayed any consent or
approval, and Tenant agrees that its sole remedy shall be an action to enforce
any provision relating to such consent or approval or for specific performance
or declaratory judgment. This waiver shall not apply to post judgment damages
resulting from Landlord’s refusal to comply with any judicial determination.
ARTICLE
21. ACCESS TO DEMISED PREMISES
21.01.
Tenant shall have access to the Demised Premises 24 hours a day 7 days a week
through the Building’s security system, which shall be furnished by Landlord at
its sole cost and expense. Landlord, its duly authorized agents and
representatives, shall have the right to enter into
and
upon the Demised Premises, or any part thereof, at all reasonable hours upon
reasonable notice for the purpose of examining the same or making such repairs,
alterations or improve- ments to the Demised Premises and/or the Building as
Landlord may deem
necessary or desirable. Landlord shall have the right, at all reasonable hours
and upon reasonable notice to Tenant, to show the Demised Premises to actual
and
prospective superior lessors, mortgagees or prospective purchasers of the
Building and, during the last twelve (12) months of the Term, to prospective
tenants.
18
21.02.
Tenant’s obligation to pay Rent and to perform all of the covenants hereunder
shall not be affected or excused because Landlord is unable to supply services
or grant access to the Building by reason of repairs, replacements, maintenance,
or the making of capital improve- ments. If the repairs, maintenance,
alterations, or capital improvements temporarily exclude the Tenant from the
Demised Premises, Tenant nevertheless shall be obligated to pay rent and to
perform all of the covenants hereunder. Tenant expressly waives any claims
to
constructive eviction by reason of such denial of access. Landlord may, in
its
discretion, relocate the Tenant to other space in the Building, at its sole
cost
and expense either temporarily to facilitate repairs, replacements, maintenance,
or the making of capital improvements, or permanently through the remainder
of
the Term (if permanently relocated, provided that the new space is substantially
comparable to the Demised Premises). Notwithstanding the foregoing, if the
repairs, maintenance, alterations or capital improvements exclude Tenant from
the Demised Premises for a period of fifteen (15) consecutive business days,
Tenant shall be entitled to an abatement of Rent until access is
restored.
ARTICLE
22. LANDLORD’S EXPENSES
22.01.
If
Tenant shall be in default of any of its obligations under this Lease, Landlord
may perform same for the account of Tenant. If Landlord, in connection with
the
foregoing, makes any expenditure or incurs any obligation for the payment of
money, including reasonable attorneys’ fees, in instituting, prosecuting or
defending any action or proceeding, then Tenant will reimburse Landlord for
the
reasonable cost thereof, with interest thereon at the Lease Interest Rate.
The
foregoing costs and expenses shall be deemed to be Additional Rent hereunder
and
shall be paid by Tenant to Landlord within ten (10) business days of rendition
of a ▇▇▇▇ to Tenant therefor.
ARTICLE
23. QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT
23.01.
Landlord covenants that, if and so long as Tenant pays all of the Rent due
here-
under, and
keeps
and performs each and every term, covenant and condition herein contained on
the
part and on behalf of Tenant to be kept and performed, Tenant shall lawfully,
peaceably and quietly
have, hold and enjoy the Demised Premises without hindrance, ejection or
molestation by Landlord or by any other person lawfully claiming the
same.
19
23.02.
This Lease shall be subordinate and subject to all ground or underlying leases
and any mortgages thereon and to any mortgages covering the fee of the Building,
that now or may hereafter affect the Demised Premises, and to all renewals,
modifications or replacements thereof. If the ground or underlying lessor and
or
mortgagee or any successor in interest shall succeed to the rights of Landlord
under this Lease, whether through possession, surrender, assignment, subletting,
judicial or foreclosure action, or delivery of a deed or otherwise, Tenant
will
attorn to and recognize such successor-landlord as Tenant’s landlord. This
clause shall be self-operative and no further instrument of attornment and
recognition shall be required. Landlord shall make commercially reasonable
efforts to provide Tenant with a non-disturbance and subordination agreement
from its current lender in such lender’s standard form.
23.03.
In
the event of a termination of any ground or underlying lease, or if the
interests of Landlord under this Lease are transferred by reason of, or assigned
in lieu of, foreclosure or other proceedings for enforcement of any mortgage,
or
if the holder of any mortgage acquires a lease
in
substitution therefore, then Tenant will, at the option to be exercised in
writing by the lessor under such ground lease or by such mortgagee or purchaser,
assignee or lessee, as the case may be, either (i) attorn to it and will perform
for its benefit all the terms, covenants and conditions of this Lease on
Tenant’s part to be performed with the same force and effect as said lessor,
such mortgagee or purchaser, assignee or lessee, were the Landlord originally
named in this Lease, or (ii) enter into a new lease with said lessor or such
mortgagee or purchaser, assignee or lessee, as Landlord, for the remaining
Term
of this Lease and otherwise on the same terms and conditions and with the same
options, if any, then remaining. Tenant hereby appoints Landlord or its
successors in interest to be Tenant’s attorney-in-fact, irrevocably and coupled
with an interest,
to execute and deliver such instrument of attornment, or such new lease, if
Tenant refuses or fails to do so promptly upon request.
23.04.
Under no circumstances shall the above described lessor under the ground lease
or
mortgagee or purchaser, assignee or lessee, as the case may be, whether or
not
it shall have succeeded to the interests of the Landlord under this Lease,
be:
| (i) |
obligated
to do or complete Landlord’s Work in the Demised
Premises;
|
| (ii) |
liable
for any act, omission or default of any prior landlord;
|
| (iii) |
subject
to any offset, claim or defense which Tenant might have against any
prior
landlord;
|
|
(iv)
|
bound
by any rent or additional rent which Tenant might have paid for more
than
one month in advance; or
|
|
(v)
|
bound
by any modification, amendment or abridgement of this Lease, or any
cancellation or surrender of the same, made without its prior written
approval;
|
20
| (vi) |
liable
for any Security Deposit, except to the extent actually
received.
|
ARTICLE
24. ESTOPPEL CERTIFICATE
24.01.
Tenant and Landlord agree, at any time and from time to time during the Term,
upon not less than fifteen (15) days prior notice
from the other, to execute, acknowledge and deliver to the other a statement
in
writing addressed to the other and to any lender to such party, containing
the
following information:
| (i) |
that
this Lease is in full force and
effect;
|
|
(ii)
|
the
amount of the Rent being paid and the last date(s) to which Base
Rent and
Additional Rent have been paid;
|
| (iii) |
that
this Lease has not been modified, or if it has been modified, the
terms
and dates of such modifications;
|
|
(iv)
|
the
Commencement Date and the expiration date of the Term, and whether
the
Term has commenced;
|
|
(v)
|
whether
all work to be performed by Landlord has been completed;
|
| (vi) |
stating
whether or not the other has knowledge that the requesting party
is in
default in the
performance of any term or condition contained in this Lease, and,
if the
other has knowledge of such a default, specifying each such
default;
|
| (vii) |
stating
the address to which notices shall be sent; and
|
| (viii) |
such
other matters as may be
reasonably requested by the requesting
party.
|
ARTICLE
25. ALTERATIONS
25.01.
Tenant shall make no change, alteration, addition, or improvement (collectively,
“Alterations”) in or to the Demised Premises without Landlord’s consent. If the
Alterations are not Structural in nature, do not affect the Building systems,
Common Areas or the appearance of the Building, Landlord’s consent shall not be
unreasonably withheld or delayed.
25.02.
Prior to making any Alteration, Tenant shall submit to Landlord for approval
detailed plans and specifications; obtain Landlord’s approval of the contractors
to be engaged; obtain all permits required from governmental authority; shall
provide (and furnish Landlord certificates evidencing) worker’s compensation,
builder’s risk, comprehensive public liability coverage and insurance covering
such other matters as Landlord may require, naming Landlord and any lender
as
additional insureds; and provide Landlord such bond or other security for the
payment of the contractors and materialsmen as Landlord shall require. Tenant
shall cause all work to be performed in a good and workmanlike manner, strictly
in accordance with the requirements of governmental authorities and insurance
underwriters recommendations, using
only
first quality, new materials. The Alterations shall at all times be kept free
of
mechanic’s liens and security interests. At the completion of the work, Tenant
shall furnish Landlord “as built” plans, and any necessary certificates,
approvals and other necessary “sign offs” from governmental authorities.
21
25.03.
Tenant shall pay as Additional Rent the amount of Taxes attributable to Tenant’s
Alterations
in the Demised Premises, as such amount may be reasonably inferred from informa-
tion furnished by the assessor of Taxes.
ARTICLE
26. RULES AND REGULATIONS
26.01.
Tenant shall abide by and observe the Rules and Regulations attached hereto
as
Exhibit “C” and any reasonable modifications and additions to the Rules and
Regulations as may be promulgated from time to time by Landlord for the
operation, safety, security and maintenance of the Building, provided that
the
same are not inconsistent with the provisions of this Lease, apply to and are
enforced against all tenants and occupants of the Building, and a copy thereof
is sent to Tenant. The Rules and Regulations and modifications thereto shall
not
violate federal, state or local law.
ARTICLE
27. NOTICES
27.01.
Any notice, consent, approval, request, ▇▇▇▇ or demand (collectively, “Notices”)
provided for in this Lease to be given by either party shall be in writing
and
deemed given when sent by certified mail, return receipt requested, or delivered
by reputable overnight courier, if to Tenant prior to the Commencement Date,
at
the address set forth on page one, and after the Commencement Date, at the
address specified in the Lease Summary, and if to Landlord at c/o Celestial
Capital Group, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Either party may designate a new address for Notices
by giving written notice thereof in the same manner set forth herein.
ARTICLE
28. SUCCESSORS AND ASSIGNS
28.01.
The obligations of this Lease shall be binding upon and for the benefit of
the
parties hereto, their heirs, executors, administrators, successors and/or
assigns (except to the extent otherwise provided in this Lease). However, the
obligations of Landlord under this Lease shall not be binding upon Landlord
herein named with respect to any period subsequent to the transfer of its
interest in the Building, and in the event of such transfer, said obligations
shall thereafter be binding upon transferee, but only with respect to
obligations arising during the period commencing with such transfer and ending
with a subsequent transfer within the meaning of this Article, and any such
transferee, by accepting such interest, shall be deemed to have assumed such
obligations except only as may be expressly otherwise provided elsewhere in
this
Lease.
22
ARTICLE
29. BROKER
29.01.
The parties agree that the Broker, if any, specified in the Lease
Summary (collectively, the
“Broker”) is the Broker that brought about this Lease, and Landlord shall pay
the commission due pursuant to separate agreement. Tenant represents that it
dealt with no Broker other than the
Broker. Tenant agrees to indemnify and hold Landlord harmless from any damages,
costs and expenses suffered by Landlord by reason of any breach of the foregoing
representation.
ARTICLE
30. SECURITY DEPOSIT
30.01.
The sum specified in the Lease Summary has been deposited by Tenant with
Landlord as security (the “Security Deposit”) for the full and faithful
performance by Tenant of each
and
every term, provision, covenant and conditions of the Lease. If Tenant defaults
in respect of any of the terms, provisions, covenants and conditions of this
Lease then Landlord may, but shall not be required to, use, apply or retain
the
whole or any part of the Security Deposit for the payment of any Rent in default
or for any other sum which Landlord may expend by reason of Tenant’s default,
including any damages as set forth in Section 17.03 or deficiency in Rent in
the
re-letting of the Demised Premises. If Landlord shall so use, apply or retain
the whole or any part of the Security Deposit, Tenant shall upon demand
immediately deposit with Landlord a sum equal to the amount so used, applied
or
retained in order to restore the Security Deposit to its original
amount.
30.02.
If
Tenant fully and faithfully performs all the terms, provisions, covenants and
conditions of this Lease, then the Security Deposit, or balance thereof, shall
be returned to Tenant within fifteen (15) business days after the removal of
Tenant and surrender of possession of the Demised Premises to Landlord.
30.03.
The Security Deposit shall be held in an interest-bearing account in a
FDIC-insured bank in the State of New York. Interest earned on the Security
Deposit, after Landlord deducts therefrom one percent (1%) of the Security
Deposit per annum for administration expenses, shall be deemed additional
Security Deposit, and shall be applied or disbursed to Tenant in the same manner
as the Security Deposit.
30.04.
In
the event of a sale or lease of the Building, Landlord shall have the right
to
transfer the Security Deposit to the purchaser or lessee and solely in such
event, Landlord shall thereupon be released by Tenant from all liability for
the
return of the Security Deposit and Tenant shall look solely to the new Landlord
for the return thereof.
ARTICLE
31. ARBITRATION
23
31.01.
Whenever a dispute shall arise under this Lease, either party may elect that
the
dispute be settled by arbitration. Such election by either party shall be made
in a written notice to that effect to either party, specifying the nature of
the
dispute. The arbitration shall be held in Fairfield County, State of
Connecticut, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association or any successor thereto. The decision of the
arbitrator(s) shall be in writing and shall be final, conclusive and binding
upon the parties, and a judgment may be obtained thereon in any court having
jurisdiction. In rendering the decision and awards the arbitrator(s) shall
not
vary from the provisions of this Lease, and may not award damages other than
actual damages. The cost of the arbitration shall be borne by the party as
against whom the determination and/or award is more adverse, and the
arbitrator(s) shall be asked to specify such party.
31.02.
If
a matter to be determined by arbitration might affect the liability of an
insurer
under
any
of the policies of insurance carried by a party and the insured party so
notifies the other, then, unless such insurer gives its written consent to
the
arbitration, the dispute shall not
be
determined by arbitration and the parties shall be left to such other remedies
as they may have.
31.03.
If
the dispute to be arbitrated concerns the necessity of paying a sum of
money,
the duty to make any repair (unless,
in the case of repairs only, such repair is within the Demised Premises, and
does not affect the Building systems, Structural parts of the Building, or
the
exterior or appearance of the Building) or the duty to comply with any
applicable law or requirement under Section 10.01, then Tenant shall first
comply with Landlord’s notice to pay said amount, make said repair or comply
with such requirement before the commencement of such arbitration.
ARTICLE
32. WAIVER OF JURY TRIAL
32.01.
Landlord and Tenant waive the right to a trial by jury in any action,
counterclaim, proceeding or litigation arising out of, under or in connection
with, or related to, the subject matter of this lease. This waiver is knowingly,
intentionally, and voluntarily made by the parties and each acknowledges that
the other party nor any person acting on behalf of the other party has made
any
representations of fact to induce this waiver of trial by jury or in any way
to
modify or nullify its effect. The parties acknowledge that each has been
represented (or has had the opportunity to be represented) in the signing of
this Lease and in the making of this waiver by independent legal counsel,
selected of its own free will, and that it has had the opportunity to discuss
this waiver with counsel. The parties further acknowledge that they have read
and understands the meaning and ramifications of this waiver provision.
ARTICLE
33. ADDITIONAL SPACE
33.01.
Provided that Tenant is not in default under any terms of this Lease at the
time
of the exercise of the following right or at the time of the commencement of
the
lease of such additional space, if space on the first floor of the Building
is
or becomes available, Landlord will first offer the space to Tenant in writing,
upon the terms and conditions said space would be leased to third parties.
Tenant shall have thirty (30) days to respond to such written offer. In the
event Tenant does not agree to lease such space within such thirty (30) day
period, Landlord shall be free to market such space to third parties. If
Landlord has granted a right of first offer to lease additional space on the
first floor of the Building to another tenant or granted to another first floor
tenant an option to renew its lease (“Superior Tenant”), and such Superior
Tenant fails to exercise its option on the terms set forth in its lease with
Landlord, then such Superior Tenant’s right of first offer, or right of renewal,
as the case may be, shall be subordinate to Tenant’s right of first offer, and
Landlord shall offer the space to Tenant on the terms provided
herein.
24
ARTICLE
34. MISCELLANEOUS
34.01.
This Lease contains the entire agreement between the parties and supersedes
all
prior oral and written agreements between them. Tenant acknowledges that it
has
not relied upon any statement, representation, written or oral promise,
undertaking or other matter except as may be expressly set forth in this Lease.
This Lease may not be modified except by an agreement in writing signed by
the
party against whom enforcement of such modification is sought. All personal
pronouns used in this Lease shall include the other genders, whether used in
the
masculine, feminine or neuter gender, and the singular shall include the plural
and vice versa, whenever the context requires. References in this Lease to
any
of the “terms”, “provisions”, “covenants”, “agreements” or “conditions” hereof
shall be deemed to be a reference to all such phrases. This Lease shall be
governed by and interpreted under the laws of the State of Connecticut, without
recourse to the State of Connecticut’s conflicts of law provisions.
34.02.
Tenant shall not record this Lease. Landlord and Tenant shall, upon the request
of either, jointly execute, acknowledge and record a notice of this Lease in
accordance with Section 47-19 of the Connecticut General Statutes. If requested
by Tenant, Tenant shall prepare and record any such notice at its sole cost
and
expense and shall, upon the expiration or earlier termination of this Lease
and
without charge to Landlord, execute, acknowledge and deliver to Landlord a
termination of any such notice in recordable form. Tenant hereby irrevocably
appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to
execute, acknowledge and deliver such termination for and on behalf of Tenant
in
the event that Tenant fails to do so within ten (10) business days of Landlord’s
request accompanied by the form of such termination.
34.03.
No
offer of surrender of the Demised Premises, by delivery to Landlord or its
agent
of keys or otherwise, will be binding on Landlord unless expressly accepted
by
Landlord in writing or unless such writing is not required pursuant to the
terms
of this Lease. No receipt of money by Landlord after the Term shall reinstate,
continue or extend the Term. No waiver of any provision of this Lease by either
party will be deemed to imply or constitute a further waiver by such party
of
the same or any other provision hereof. The rights and remedies of the parties
are cumulative and are not intended to be exclusive; nor will the use of one
be
taken to preclude the use of another; provided, however, that any matter
determined in arbitration under this Lease shall be final.
25
34.04.
No
payment by Tenant or receipt by Landlord of a lesser amount than the Rent shall
be deemed to be other than on account of the earliest Rent, nor shall any
endorsement or statement of any check or any letter accompanying any check
or
payment of Rent be deemed an
accord
and satisfaction or modification of Tenant’s obligation hereunder, or a
limitation on Landlord’s right to recover the balance of such Rent or pursue any
other remedy in this Lease.
34.05.
This Lease may be executed in two or more counterparts, each of which shall
be
an original, but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, Landlord
and Tenant duly executed this Lease as of the date first above
written.
|
LANDLORD:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
REINVESTMENT
ASSOCIATES, LLC
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ASSOCIATES, LLC
|
|||
|
By:
|
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇,
|
By:
|
Celestial
Real Estate Fund II, LLC,
|
|
|
Its
Sole Member
|
Its
Sole Member
|
|||
|
|
By:
|
Celestial
Capital Management II, Inc.,
|
||
|
Its
Manager
|
||||
|
By:
|
By:
|
|||
|
▇▇▇▇
▇▇▇▇▇▇, Manager
|
▇▇▇▇
▇▇▇▇▇▇, President
|
TENANT:
COMPETITIVE
TECHNOLOGIES, INC.
|
By:
|
||||
|
Name:
▇.▇. ▇▇▇▇▇, Ph.D
Title:
President and CEO
|
EXHIBIT
A
PLAN
OF DEMISED PREMISES
26
EXHIBIT
B
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇’S
WORK LETTER
I.
LANDLORD’S
WORK
Landlord
agrees to provide the items of Basic Construction as hereinafter specifically
defined (or make allowances as indicated) as more fully set forth in the working
drawings to be prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇ Architects upon execution of the Lease,
subject to the terms and conditions hereinafter provided. Such working drawings
shall accurately reflect the Plan of Demised Premises set forth as Exhibit
“A”.
It is understood that any items not stated under the Landlord’s Obligations and
reflected on the working documents shall be the Tenant’s sole obligations and
Section II hereof shall control. In the event of any conflict between the items
set forth in Section I and the working drawings, all specifications set forth
on
the working drawings and the Plan of Demised Premises (Exhibit “A”), shall
control. In the event Tenant shall request a change from the working drawings,
then Section IV hereof shall control.
1.
Floors
Landlord
shall provide Tenant with “▇▇▇▇▇▇▇ No Barriers” carpet (nylon broadloom, cut
pile or loop), glue down installed. Vinyl composition tile may be substituted
where required (12” x 12” x 1/8” by ▇▇▇▇▇▇▇▇▇ Vinyl Composition Tile or approved
equal). Base shall be a 4” vinyl cove base (1/8” thick) as manufactured by ▇▇▇▇▇
or approved equal.
2.
Ceilings
Ceilings
shall be “▇▇▇▇▇▇▇▇▇” (or approved equal) acoustical tile of natural fissured
mineral fiber 24” x 48” and 12” x 48” (alternating). The existing 9/16” white
slotted suspended ceiling grid (Silhouette grid as manufactured by ▇▇▇▇▇▇▇▇▇
or
equal) shall be used and remain intact where feasible. New ceiling grid
of
similar nature shall be used where required.
3.
Partitions
-
Allowance of 10 linear feet per 100 square feet of rentable space. Additional
partitions shall be at Tenant’s expense.
A.
Partitions between Tenant’s demising walls, public corridors, and common spaces
shall be 5/8” type “X” gypsum board on both sides of 2 ½” metal studs, 16” on
center. These partitions shall extend from floor to deck with sound attenuation
insulation.
27
B.
Partitions within Tenant’s space shall extend from floor to suspended ceiling.
Each
partition shall have 5/8” type “X” gypsum board on both sides of 2 ½” metal
studs, 24” on center.
C.
Partitions terminating at building’s exterior wall shall meet window mullion’s
center line with NO exceptions.
D.
All
drywall partitions shall be taped, spackled, and sanded smooth.
E.
Landlord shall supply and install partitions in accordance with the Connecticut
State Fire Safety Code and Building Code.
4. Doors
and Frames
-
Allowance of one (1) interior door per 250 per square feet rentable area.
Additional doors shall be at Tenant’s expense.
Doors
shall be solid core with red oak veneer (similar wood species and stained as
existing doors) and measure 1 3/4” thick. Each leaf shall be 3’-0” x 7’-0” flush
with 16 gauge steel frames as required by applicable codes. Doors within rated
walls shall have a 1hour label. One entry door measuring 3’-0” x 7’-0” or (2)
2’-6” x 7’-0” doors shall be provided. Sliding doors, if required, shall be
hollow core with oak veneer.
5. Hardware
Landlord
shall supply and install ADA (handicapped accessible) latch sets, 1 ½ pair of
hinges per door leaf (2 pair at entry door), and doors stops. All Tenant
entrance doors shall be keyed with the master key set of building.
6. Painting
All
partitions shall receive two coats of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ premixed white(s), or
eggshell flat latex paint. Paint chart will be provided by the Property Manager
and color shall be selected by the Tenant. Interior door bucks and trim shall
receive two coats of semi-gloss over a prime coat. Doors shall be finished
with
a polyurethane or oil finish leaving the natural oak look. Wall covering is
additional cost to Tenant.
7. Blinds
Building
Standard metal horizontal blinds shall be supplied and installed on all exterior
windows by the Landlord.
8. Heating,
Ventilation and Air Conditioning
The
system design shall be 2’ x 2’-4 way air diffusers
placed in the suspended ceiling system. Each diffuser shall be placed
approximately 10’-12’ apart. The system shall provide approximately 20 CFM per
person of outside air based on an occupancy load of 250 SF per person. All
work
shall be performed pursuant to local code and the Connecticut State Fire Safety
Code and Building Code.
28
9.
Electrical
A.
Power
Landlord
agrees to provide Tenant with power for 5 ▇▇▇▇▇ per square foot of
rentable space which shall include 3 ▇▇▇▇▇ for power and 2 ▇▇▇▇▇ for 277 volt
lighting, exclusive of air conditioning.
B.
Lighting
Landlord
shall supply and install:
24”
x
48”
deep cell parabolic flourescent with (3) F40T8 CW lamps.
Landlord
shall provide a minimum of 50 footcandles maintained throughout the space.
The
fixtures shall be supplied and installed at the Landlord’s expense.
C.
Electrical Outlets
1.
Landlord shall install 2 decoratype duplex outlets
(or equivalent) for every 100 square foot of individual office and a
proportionate amount for larger offices.
2.
Landlord shall supply duplex outlets along interior corridor partitions at
40
foot intervals.
3.
Landlord shall provide one dedicated outlet and a 48” x 48” fire retardant ½”
plywood for phone room switch mounting. All other dedicated outlets shall
be
provided at the Tenant’s expense.
D.
Switches
Landlord
shall supply and install one switch (Decora type) per individual office and
install open area switches as determined in the construction
drawings.
10.
Emergency
Lights and Exit Signs
Landlord
shall supply and install emergency lights and exit signs to code and in
accordance with ADA guidelines.
29
11.
Fire
Extinguishers
Landlord
shall supply and install fire extinguishers in accordance with the local Fire
▇▇▇▇▇▇▇▇’▇ requirements.
12.
Coat
Closets
Landlord
shall provide one metal rod and 12” wide hat shelf.
13.
Working
Drawings
Landlord
shall supply at Landlord’s cost sealed construction drawings and permits
which have been approved by both parties and local code officials, and which
shall accurately reflect the Plan of Demised Premises as set forth on Exhibit
“A”.
14. Pantry
Landlord
shall supply countertop with drawers, sink, outlets in accordance with codes,
and overhead cabinets.
15.
Transformer
Room
Landlord
shall sound proof transformer room as required with a minimum of two layers
of
sheet rock deck to deck with sound attenuation between transformer room and
Tenant space.
16.
Shafts
The
two
ventilation shafts located on the west side of the Demised Premises shall
accurately reflect the sizes set forth on the Plan of Demised Premises attached
hereto as Exhibit “A” for such shafts and shall in no event substantially exceed
34” x 34”. The ventilation shaft located on the east side of the Demised
Premises near the elevators shall accurately reflect the size set forth on
such
Plan of Demised Premises and shall in no event substantially exceed 20” x 66”.
The southern most ventilation shaft located on the west side of the Demised
Premises shall be moved west as set forth on such Plan of Demised Premises.
|
II.
|
TENANT’S
WORK
|
1.
Landlord agrees to perform at Tenant’s request additional work not described
under Landlord’s Work, contingent upon approval of local code officials. Such
work shall be performed by Landlord at Tenant’s sole expense, and shall be
billed at Landlord’s cost, including general conditions, plus 10% overhead and
7% profit. Prior to commencing any such work requested by Tenant, Landlord
shall
submit to Tenant a written Tenant Work Order with an estimate of the cost of
any
such work. If Tenant obtains a cost estimate for additional work less than
Landlord’s estimate, Tenant may have its own contractors perform the Additional
Work, subject to all the obligations set forth in Section
25.02.
30
2.
Telecommunications,
Sound, Cable and Data Lines
Landlord
shall provide Tenant with the names of the voice and data companies that have
lines installed in the Building. All telecommunications, sound, cable and data
line equipment and wiring shall be supplied by Tenant and installed by
contractors retained by Tenant and approved by Landlord. All work shall be
the
sole responsibility and at the expense of Tenant (including the extension of
phone, data and Internet lines from the Common Area closet to and within the
Demised Premises). The Property Manager will coordinate installation with other
subcontractors as required. All subcontractors of Tenant shall sign in and
out
of the Building and shall supply to the Property Manager Certificates of
Liability Insurance in amounts approved by Landlord and ▇▇▇▇▇▇▇’▇ Compensation
Certificates. Completion or non-completion of this work shall not delay Tenant’s
acceptance of the Demised Premises or payment of Rent. All telephone equipment
shall be mounted within Tenant space. Landlord shall supply access to the
central core riser closet(s) for connection to main riser(s). Notwithstanding
anything to the contrary set forth herein, Landlord shall pay for the cost
of
extending phone, data and Internet lines from outside the Building to the
nearest Common Area closet on the first floor of the Building.
III.
CHANGE
ORDERS
All
Change Order Requests shall be submitted to the Property Manager for Landlord’s
review. Landlord shall approve or disapprove any Change Order Request within
five (5) business days of submission by Tenant which shall apply to code issue
and special conditions. Landlord shall submit in writing to Tenant for its
approval all costs and delays by reason of such change(s). If Tenant approves
the Change Order, Tenant shall execute the Change Order Request Form and return
a copy of the form to the Property Manager for its records.
IV.
GENERAL
CONDITIONS
The
provisions of this Work Letter are specifically subject to the provisions of
the
Lease.
V.
SUBSTITUTIONS
Tenants
may substitute like items for building standard items; however, no credits
shall
be given for building standard items not utilized by Tenant.
31
EXHIBIT
C
RULES
AND REGULATIONS
| 1. |
Landlord
wishes to maintain a “smoke-free” environment throughout the Building.
Accordingly, all tenants shall cause their officers, directors,
members,
employees, agents and invitees to refrain from smoking anywhere
in the
Building.
|
| 2. |
The
sashes, sash doors, skylights, windows, heating, ventilating and
air
conditioning
vents and doors that admit light and air into the Building shall
not be
covered
or obstructed by any tenant, nor shall any bottles, parcels or other
articles be
placed outside of any tenant’s
premises.
|
|
3.
|
In
order that the Building can and will maintain a uniform appearance
to
those outside of same, each tenant in Building perimeter area shall:
(a)
use only Building standard lighting in areas where lighting is visible
from outside the Building; (b) use only Building standard blinds
in
windows which are visible from outside the Building; and (c) not
place any
signs in any Building windows.
|
|
4.
|
To
obtain maximum efficiency of the cooling system, all tenants (except
for
those tenants separately metered for electric) shall lower or close
blinds
or drapes when sun’s rays fall directly on windows of such tenant’s
premises.
|
|
5.
|
No
bicycles, vehicles or animals of any kind (except seeing eye dogs)
shall
be brought into or kept in or about the Building, other than in the
garage, if any. No cooking shall be done or permitted by any tenant
except
in conformity with Laws and then only in the utility kitchen, if
any,
contained in such tenant’s premises, which is to be used primarily for
tenant’s employees for heating beverages and light snacks. No tenant shall
cause or permit any unusual or objectionable odors to be produced
upon or
permeate from its premises.
|
|
6.
|
No
tenant shall make, or permit to be made, an unseemly or disturbing
noises
or disturb or interfere with occupants of the Building or neighboring
buildings or those having business with them, whether by use of musical
instrument, radio, talking machine, unmusical noise, whistling, singing
or
in any other way. No tenant shall throw anything out of the doors
or
windows or down the passageways.
|
|
7.
|
No
tenant shall occupy or permit any portion of its premises to be occupied
as a
public stenographer or typist, ▇▇▇▇▇▇ shop, bootblacking, beauty
shop or
manicuring, telephone or secretarial service, messenger service,
employment agency, commercial document reproduction or offset printing
service, labor union, school or classroom or a company engaged in
the
business of renting office or desk
space.
|
32
|
8.
|
No
tenant shall change or add locks to any doors unless it is done with
Landlord’s consent at the expense of such
tenant.
|
|
9.
|
All
exterior windows will be kept closed at all
times.
|
| 10. |
If
a burglar alarm is installed by a Tenant, Landlord may enter such
Tenant’s
premises for emergency without permission, and such Tenant shall
make
provisions for cleaners. In such event, Landlord will notify Tenant
as
soon as is practicable that Landlord entered the Demised Premises
and the
reason therefor.
|
| 11. |
The
sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors, or halls shall not be obstructed or encumbered by any
tenant or
used for any purpose other than ingress or egress to and from such
tenant’s premises and for delivery of merchandise and equipment in prompt
and efficient manner, using elevators and passageways designated
for such
delivery by the Landlord.
|
| 12. |
No
sign, advertisement, notice or other lettering shall be exhibited,
inscribed, printed or affixed by any tenant on any part of the outside
of
such tenant’s premises or the corridor walls. Signs shall be permitted
only on entrance doors and shall conform to Building standard. In
the
event of the violation of the foregoing by a tenant, it the tenant
has
refused to remove same, the Landlord may do so without any liability,
and
may charge the expense incurred by such removal to such
tenant.
|
| 13. |
The
water and wash closets and other plumbing fixtures shall not be used
for
any purposes other than those for which they are constructed, and
no
sweepings, rubbish, rags, acids or other substances shall be placed
therein. All damages resulting from any misuse of the fixtures shall
be
borne by the Tenant.
|
| 14. |
Canvassing,
soliciting and peddling in the Building is prohibited, and all tenants
shall cooperate to prevent the
same.
|
| 15. |
All
tenants shall keep the entrance door to their premises closed at
all
times.
|
| 16. |
Tenant
shall not use any electrical heaters, e.g., space heaters, in the
premises
unless approved by Landlord.
|
33
EXHIBIT
D
CLEANING
SPECIFICATIONS
Nightly
(Five
nights per week, Monday through Friday, excluding Building holidays):
Empty
and
dust wipe all waste receptacles.
Dust
all
areas within hand-high reach, including window ▇▇▇▇▇, wall ledges, chairs,
desks, tables,
baseboards,
file cabinets, radiators, pictures and all manner of office
furniture.
Damp
wipe
all glass top desks and tables.
Sweep
with treated cloth all composition tile flooring.
Alternate
nights:
Vacuum
all carpet areas.
Semi-annually:
High
dust
all walls, ledges, pictures, files, and registers of office areas not reached
in
normal
nightly
cleaning.
Annually:
Wash
exterior windows in and out.
Additional
work:
Should
additional cleaning, special services, special rubbish (i.e. medical, toxic,
flammable waste, etc.) or additional rubbish removal be required by Tenant,
Tenant will pay the charges of the cleaning contractor for such services and
comply with the provisions of Section 6.04. Upon prior notice to Landlord,
Tenant may engage Landlord’s contractor(s) to clean the exterior windows of the
Demised Premises at Tenant’s sole cost and expense.
34