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EXHIBIT 10.14
LEASE AGREEMENT
ARTICLE I. BASIC LEASE PROVISIONS
1.01. DATE AND PARTIES
This Lease (this "Lease") is made and entered into as of the 2nd day of April,
1996, by and between THE TRAVELERS INSURANCE COMPANY, a corporation organized
and existing under the laws of the state of Connecticut, having its principal
offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Landlord")
and THE TRAVELERS INDEMNITY COMPANY, a corporation organized and existing under
the laws of the state of Connecticut, having its principal offices at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Tenant").
1.02. NOTICES
All notices and notifications required or permitted under this Lease shall be in
writing and sent by a nationally recognized private carrier of overnight mail
(e.g. Federal Express) or by United States certified mail, return receipt
requested and postage prepaid, to the parties at the following addresses or at
such other addresses as the parties may designate by notice from time to time:
Landlord: The Travelers Insurance Company Tenant: The Travelers Indemnity Company
c/o Travelers Real Estate Investment Group Corporate Real Estate & Services
One Tower Square, 9 PB ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Hartford, Connecticut 06183-7130
With a Copy To:
With a Copy To: The Travelers Indemnity Company
The Travelers Insurance Company Corporate Real Estate & Services
c/o Travelers Real Estate Investment Group Director of Asset Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇
Hartford, Connecticut 06183-2030 Hartford, Connecticut 06183-7130
Attn:General Counsel - Real Estate
All notices shall be deemed given one (1) day after the date of delivery to the
overnight carrier, or three (3) days after the date of the mailing thereof or on
the date of actual receipt or refusal, if sooner.
1.03. PREMISES
Landlord leases to Tenant, and Tenant leases from Landlord, upon the terms and
conditions contained in this Lease, the Premises consisting of approximately
1,027,944 rentable square feet in the aggregate, as further identified on
Exhibit A-1 (SITE PLAN OF PREMISES), attached hereto and made a part hereof. The
Premises individually contain the following rentable square footages and are
located at the following addresses (hereafter collectively known as the
"Buildings" and individually as a "Building"):
a. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 201,484 rentable square feet
b. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 77,920 rentable square feet
c. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 181,380 rentable square feet
d. ▇ - ▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 199,996 rentable square feet
e. ▇▇ - ▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 24,988 rentable square feet
f. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ - 342,176 rentable square feet
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Premises Total = 1,027,944 rentable square feet
It is hereby understood and agreed by Landlord and Tenant, that due to the
nature of Tenant's business, and Tenant's use and occupancy of the Premises, the
total rentable area of the Premises and the location of the Premises in each of
the Buildings may change from time to time, as mutually agreed to between the
parties, and therefore, Landlord and Tenant hereby agree to update the same on a
semi-annual basis in order to accurately depict the description of the Premises,
as part of this Lease.
The Buildings are located on the properties described in certain legal
descriptions, which are available in the Town Clerk's office (the "Land").
Tenant shall have the right, in common with others, to use the common area
facilities of the Buildings (collectively known as the "Common Area
Facilities"), which may include passenger and freight elevators, loading docks,
sidewalks, parking areas, driveways, hallways, stairways, public restrooms,
common entrances, lobby, emergency systems and other similar public areas and
accessways of the Buildings and the Land.
1.04. AREA MEASUREMENT
For purposes of this Lease, the total rentable area of the Premises is deemed to
be as stated above.
1.05. USE
Tenant may use the Premises for general office use, and uses incidental thereto,
permitted under applicable law.
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1.06. LEASE TERM
The term of this Lease is for ten (10) years and shall commence on April 2, 1996
(the "Lease Commencement Date"), and shall expire on April 1, 2006 (the "Lease
Expiration Date"), unless sooner terminated as hereafter provided (the "Lease
Term"), in accordance with, and subject to the terms of that certain
Intercompany Agreement, dated as of April 2, 1996, and entered into by and
between Travelers/Aetna Property Casualty Corp. (hereafter "Travelers/Aetna")
(of which Tenant is a subsidiary) and Travelers Group Inc. (hereafter "Travelers
Group") (of which Landlord is a subsidiary) (as the same may be amended from
time to time, the "Intercompany Agreement"), the terms, provisions, conditions
and covenants of which are hereby incorporated by reference as if fully set
forth herein. It is hereby understood and agreed that the Lease Term may be
terminated prior to the Lease Expiration Date, in accordance with the expressed
terms of Section 9.7(a) of the Intercompany Agreement, a copy of which is
attached hereto as Exhibit H (SECTION 9.7(a)).
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1.07. IMPROVEMENTS
The Premises shall be delivered to Tenant in its "as is" condition. No promise
of the Landlord to alter, remodel or improve the Premises or the Buildings and
no representation by Landlord or its agents respecting the condition of the
Premises or the Buildings have been made to Tenant or relied upon by Tenant
other than as may be contained in this Lease or in any written amendment hereto
signed by Landlord and Tenant.
ARTICLE II. TENANT'S OBLIGATION TO PAY RENT
2.01. RENT
Tenant shall pay Rent to Landlord (the "Rent"), in accordance with the Rent
Schedule attached hereto as Exhibit F (RENT SCHEDULE), and as otherwise provided
in Exhibit H (SECTION 9.7(a)), attached hereto. It is hereby acknowledged and
agreed, by both parties hereto, that (i) the Rent set forth on Exhibit F is
consistent with the past cost allocation practices of Landlord and its members,
and (ii) after the Lease Expiration Date, or early termination of this Lease,
the Rent shall be in accordance with the terms of Exhibit H, attached hereto.
Tenant shall pay the monthly Rent, in advance, and either by check or by
electronic direct deposit, at Tenant's option, within the first ten (10)
business days of each month. The Rent contemplated herein is calculated on a
"full service/gross" basis and includes all utilities, operating costs, building
services and real estate taxes.
Landlord shall designate a bank account and shall furnish Tenant with a "Direct
Deposit Authorization" in the form of Exhibit E (DIRECT DEPOSIT FORM). The Rent
shall be prorated on a per diem basis for the first month or the last month of
the Lease Term if the Lease Commencement Date is not the first day of a calendar
month, or the Lease Expiration Date is not the last day of a calendar month.
ARTICLE III - LANDLORD'S OBLIGATIONS
FOR ALL PURPOSES HEREOF, IT IS HEREBY UNDERSTOOD AND AGREED BY BOTH PARTIES
HERETO, THAT THE FOLLOWING SERVICES, AS SET FORTH IN SUBSECTIONS 3.01 THROUGH
3.05, TO BE PROVIDED BY LANDLORD, SHALL BE PROVIDED IN A MANNER CONSISTENT WITH
HISTORICAL PRACTICES BY AND BETWEEN THE PARTIES, WHICH MAY IN SOME EVENTS,
INCLUDE THE TENANT PROVIDING OR OBTAINING ITS OWN SERVICES ON BEHALF OF THE
LANDLORD, AND OR PERFORMING ITS OWN REPAIRS AND MAINTENANCE.
3.01. SERVICES PROVIDED BY LANDLORD
Landlord shall provide Tenant with the services stated below at Landlord's sole
cost and expense and in a manner consistent with that which has historically
been provided to the Buildings prior to the Lease Commencement Date, and
consistent with those services provided by other landlords of similar buildings
of comparable age, condition, character, size and tenant composition in the same
geographic market sector. Landlord shall provide these services, Monday through
Friday from 7 a.m. to 7 p.m. and Saturday from 8 a.m. to 1 p.m. (the "Business
Hours"). Landlord shall not be required to provide services on the following
holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (the "Holidays").
Services provided by Landlord are, (a) a heating, ventilation and air
conditioning ("HVAC") system for the Premises; (b) electricity for the Premises
for ordinary office use, and lighting; (c) complete janitorial service and
supplies, as described in Exhibit D (JANITORIAL SERVICE AND SUPPLIES); (d) hot
and cold water sufficient for drinking, lavatory, toilet and ordinary cleaning
purposes; (e) security guard service; (f) automatic passenger elevators and
freight elevators which shall provide access to the Premises twenty four (24)
hours a day, seven (7) days a week, including the Holidays and when Tenant moves
into and out of the Premises; (g) extermination and pest control when necessary;
(h) maintenance of and service to all Common Area Facilities, which shall
include cleaning, HVAC, electrical current and illumination, snow removal,
de-icing, repairs, replacements, lawn care, trash disposal.
Tenant may request any or all of the above services outside of the Business
Hours or Holidays, and the same shall be supplied to Tenant upon Tenant's
advance notice. The cost for additional HVAC service shall be at a rate which is
derived annually; however, the costs for this additional service, or any other
additional service, shall, in no event, exceed Landlord's actual costs for
supplying the same.
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3.02. REPAIRS AND MAINTENANCE
Landlord shall pay for and make all repairs and replacements to the Buildings,
the Premises, the Common Area Facilities and the Land, including the Buildings
structure, systems, fixtures and equipment; except, however, repairs or
replacements which Tenant shall make to the Premises due to the misuse or
negligence of Tenant.
Landlord may obtain reasonable access to the Premises to perform repairs to the
Buildings, the Common Area Facilities and the Premises at reasonable times upon
twenty four (24) hours prior notice to Tenant. Landlord may make emergency
repairs without giving Tenant prior notice. Any repairs or replacements which
Landlord is required to make shall be made within a reasonable period of time
after receiving notice or having actual knowledge of the need for such repair or
replacement. When making repairs, Landlord shall take all necessary actions to
protect Tenant's property and personnel from loss, damage and injury and to
avoid disrupting Tenant's use and occupancy of the Premises.
3.03. PARKING
It is hereby understood and agreed that parking shall be provided and charged to
Tenant on the basis which is consistent with past cost allocation practices of
Landlord and its members.
3.04. LIFE SAFETY AND SECURITY REQUIREMENTS
Landlord shall, without cost to Tenant, maintain all life safety and security
systems of the Buildings, which shall include, however not be limited to fire
alarms, smoke detectors, emergency lighting and other related life safety
equipment which is necessary to comply with the current edition of the National
Fire Code Bulletin entitled "NFPA 101 -Code for Safety to Life,", along with all
present and future requirements of federal, state, county and city governments
and all other governmental authorities having or claiming jurisdiction with
respect to the occupancy of the Building, the Premises, the Common Area
Facilities and the Land.
3.05 NON-SOLICITATION
Landlord shall implement, maintain and enforce a policy which prohibits
solicitation, canvassing, peddling, demonstrations, public protests, or any
other activity which would be disruptive to tenants in the Buildings, from
occurring in the Common Area Facilities. Landlord shall post written
notification of such policy in all public Common Area Facilities, as is
reasonably practicable.
ARTICLE IV. TENANT'S RIGHTS AND OPTIONS
4.01. SUBLEASING AND ASSIGNMENT
Tenant may sublease all or any part of the Premises or assign this Lease upon
the consent of Landlord which consent shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, Tenant may sublease all or any portion
of the Premises, or assign this Lease to its subsidiaries, affiliates or parent
corporation, without necessity of Landlord's prior consent. Any assignment or
subleasing shall not release Tenant from any liability under this Lease, except,
Tenant may request to be released from liability due to an assignment of the
entire Lease to an Affiliate, provided that the creditworthiness of the proposed
assignee shall be accepted by Landlord. In order for Landlord to make such
determination, Tenant shall provide Landlord, within thirty (30) days of the
anticipated commencement date of the assignment: (i) the name and address of the
proposed assignee; (ii) the nature of the proposed assignee's business; (iii)
the terms of the proposed assignment; and (iv) reasonable financial information
so that Landlord can evaluate the proposed assignee. For the purpose of this
Section, an "affiliate" shall mean a general or limited partnership in which
Tenant or its parent or successor owns a general partnership interest and has
the right to manage the partnership business, or an entity in which Tenant owns
at least twenty-five percent (25%) of the equity interests, or owns or has the
right to cast the votes attributable to a majority of the voting interests, or
any entity with which Tenant may merge or consolidate, any entity that purchases
or owns substantially all of the assets or stock of Tenant, any parent of
Tenant, or any parent or subsidiary of Tenant's parent.
4.02 ALTERATIONS
Tenant may make improvements, additions, installations, decorations and changes
("Alterations") of a non-structural nature to the Premises, without necessity of
Landlord's prior written approval, consistent with historical and current
practices by and between the parties. Non-structural Alterations means any
Alterations which do not affect any of the major Buildings systems or structural
components. Tenant may make any other Alterations to the Premises with the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed, and shall be provided consistent with historical
practices by and between the parties. All Alterations shall become Landlord's
property upon completion, unless otherwise agreed to in writing.
All work with respect to any Alterations shall be done in a good and ▇▇▇▇▇▇▇
like manner and diligently prosecuted to completion. Tenant hereby agrees that
Tenant's contractors performing any such Alterations shall maintain adequate
levels of insurance, including, however, not limited to (i) commercial general
liability and property damage, (ii) workmen's compensation and (iii) automobile
liability, and shall be required to evidence the same to Tenant and Landlord,
prior to the commencement of any such Alterations.
Systems furniture and Tenant trade fixtures, including moveable partitions,
panels, screens, and HVAC systems provided by Tenant, are Tenant's property and
shall remain Tenant's property at the expiration of the Lease Term, unless
otherwise so elected by Tenant.
4.03. TENANT SIGNAGE
It is hereby understood and agreed that Tenant may maintain all existing
identification and signage which is currently present on or about the Premises
and Buildings. Any additional signage or identification may be installed or
erected by Tenant, in accordance with any local codes governing the same, upon
the prior approval of Landlord, which approval shall not be unreasonably
withheld or delayed.
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4.04. SUCCESSOR LEASE
In accordance with Exhibit H (SECTION 9.7(a)), attached hereto, in the event
the Trigger Date (as defined in the Intercompany Agreement), has occurred or
the Lease Term has expired, but the Sale (as defined in Exhibit H) is not
required to be consummated because the Valuation Condition (as defined in
Exhibit H) has not been satisfied, as of such date, Tenant shall enter into a
new lease with Landlord for succeeding terms of five (5) years each (hereafter
a "Successor Lease"), in accordance with the terms of Exhibit H, commencing on
the Trigger Date or upon the Lease Expiration Date, as the case may be, and
continuing until the Sale occurs, upon the same terms and conditions as in the
Lease Term, except that the Rent for such Successor Lease shall be in
accordance with the terms of Exhibit H, attached hereto.
In the event the parties cannot agree upon the Rent for a Successor Lease, the
determination of the same may be subject to arbitration, in accordance with the
requirements of the Intercompany Agreement.
ARTICLE V. LIABILITY
5.01. INSURANCE AND INDEMNITY
A. Landlord's Insurance
Landlord shall maintain in full force and effect during the Lease Term
(including any extensions or renewals thereof): the insurance services
office Special Property Form of property damage ("all risk") insurance for
the Buildings, the Common Area Facilities and the Land and all
improvements on the Land, including the base Building improvements, in the
amounts of the full replacement values thereof, as the values may exist
from time to time; Boiler and Machinery Insurance; Commercial General
Liability Form Insurance, including contractual liability, on an
occurrence basis with limits of not less than $5,000,000 per occurrence;
Worker's compensation and Employer's Liability Insurance for all of
Landlord's agents, employees and contractors; Automobile Liability
Insurance for any automobiles or vehicles operated by Landlord, its
agents, employees or contractors in connection with the operation or
maintenance of the Buildings, the Common Area Facilities and the Land,
with limits of not less than $1,000,000. Landlord's insurance shall be
issued by insurance companies licensed to do business in the state where
the Buildings is situated, with a general policyholder surplus rating of
at least A- and a financial rating of at least VIII in the most current
Best Insurance Report available at the time of execution of this Lease. If
the Best's ratings are changed or discontinued, Landlord and Tenant shall
agree to an equivalent method of rating insurance companies. Landlord
shall provide Tenant with applicable certificates of insurance if so
requested by Tenant.
Landlord reserves the right to self-insure or to insure with a blanket
policy of insurance the liabilities and casualties specified in this
Lease. Therefore, Landlord shall not be required to provide Tenant with
any certificates or policies of insurance; however, Landlord shall provide
Tenant with a letter confirming such insurance, if requested by Tenant.
Landlord's insurance policies shall be primary in the event of an injury,
damage, loss, claim or liability in the Common Area Facilities which is
not due to the negligence of Tenant, its agents, contractors, employees or
invitees.
B. Tenant's Insurance
Tenant shall maintain in full force and effect during the Lease Term
(including any extensions or renewals thereof): the special property form
of property damage insurance ("all-risk") for Tenant's personal property
and trade fixtures; Worker's Compensation Insurance for all of Tenant's
employees working on the Premises and Commercial General Liability
Insurance (including contractual liability) with limits of not less than
$1,000,000 per occurrence, and four (4) million in excess coverage per
occurrence, for injuries, losses, claims or damages to persons or property
occurring on the Premises, and due to Tenant's use or occupancy of the
Premises or to the negligence or willful misconduct of Tenant, its agents,
contractors, employees or invitees. Tenant shall name Landlord as an
additional insured on its liability policy.
Tenant reserves the right to self-insure or to insure with a blanket
policy of insurance the liabilities and casualties specified in this
Lease. Therefore, Tenant shall not be required to provide Landlord with
any certificates or policies of insurance; however, Tenant shall provide
Landlord with a letter confirming such insurance, if requested by
Landlord.
C. Indemnification
Tenant hereby agrees to indemnify and hold Landlord, including its
successor, assigns, director and officers, harmless from and against any
and all costs, damages, claims, liabilities, and expenses (including
reasonable attorney fees) suffered by or claimed against Landlord, based
on, or arising out of, or resulting from: (i) Tenant's use and occupancy
of the Premises or the business conducted by Tenant therein, (ii) any
negligent act or omission by Tenant or its employees, agents or invitees,
or (iii) any breach or default by Tenant in the performance or observance
of its covenants or obligations under this Lease.
Landlord hereby agrees to indemnify and hold Tenant, including its
successor, assigns, director and officers, harmless from and against any
and all costs, damages, claims, liabilities and expenses (including
reasonable attorney fees) suffered by or claimed against Tenant, based on,
or arising out of, or resulting from (i) any negligent act or omission by
Landlord, or its employees, agents or invitees, (ii) latent defects in the
Buildings, Premises or Common Area Facilities; or (iii) any breach or
default by Landlord in the performance or observance of its covenants or
obligations under this Lease.
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5.02. ENVIRONMENTAL COMPLIANCE
Landlord hereby agrees to maintain the Building, the Common Area Facilities and
the Land in compliance with all Environmental Laws (as hereinafter defined) and
shall comply with all Environmental Laws in regards to any matters pertaining to
the same. "Environmental Laws" shall mean all federal, state, county or local
laws, statutes, codes, regulations, rules, guidelines, ordinances, or orders of
all governmental agencies, departments, commissions, boards or instrumentalities
of the United States, states or their political subdivisions, and judgments
concerning environmental matters, or the public health and safety of the
environment.
Landlord and Tenant shall handle, use, store, treat, dispose of and
transport any Hazardous Materials (as hereinafter defined) in accordance with
all Environmental Laws. For purposes hereof, "Hazardous Materials" shall be
defined as any toxic, dangerous or hazardous chemicals, materials, substances,
pollutants or wastes as defined from time to time under Environmental Laws.
Hazardous Materials shall not include incidental quantities which are commonly
used in offices, such as copier fluid, typewriter correction fluids and ordinary
cleaning solvents, provided that such are at all times used, kept and stored in
a manner which complies with all Environmental Laws.
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It is hereby acknowledged and understood, by and between the parties,
that asbestos containing material currently exist in certain areas of the
Buildings, and both parties hereto agree that the current operation and
maintenance practices, in existence, are acceptable and shall be continued until
one (1) year after all asbestos containing material has been removed. In
addition to the foregoing, if at any time during the Lease Term, additional
non-friable asbestos containing material is found to be present in the Premises,
the Building, or the Common Area Facilities, and such is not due to an act of
Tenant, Landlord hereby agrees to implement and maintain throughout the Lease
Term, as renewed or extended, or until the sooner of the termination of the
Lease, or one (1) year after all asbestos containing material has been removed
from the Premises, the Building, or the Common Area Facilities, and such removal
properly documented, at Landlord's sole cost and expense, without cost to
Tenant, an ongoing Operations and Maintenance Program, in accordance with any
guidelines established by the Environmental Protection Agency (EPA) (hereafter
the "O& M Program").
5.03. REQUIREMENTS OF LAW
A. Landlord's Compliance with Laws
Landlord shall be responsible for compliance, at Landlord's sole cost and
expense, with all statutes, rules, ordinances, orders, codes and
regulations, and legal requirements and standards issued thereunder, as
the same may be enacted and amended from time to time (collectively
referred to in this Lease as the "Laws"), which are applicable to all or
any part of the physical condition and occupancy of the Buildings, the
Common Area Facilities or the Land or additions thereto.
Landlord represents and warrants that the Buildings, the Common Area
Facilities, the Premises, and the Land are or shall be in compliance with
the Laws as of the Lease Commencement Date.
Landlord shall also obtain (and maintain), at Landlord's sole cost and
expense, any permit, license, certificate or other authorization required
for the lawful and proper use and occupancy by Tenant or any other party
of all or any part of the Premises and shall exhibit the same to Tenant
upon Tenant's request.
Landlord shall notify Tenant of any violation notices or waivers of
building, OSHA or life safety codes or outstanding insurance carrier
recommendations, which Landlord receives, with respect to the Buildings,
the Common Area Facilities or the Land. Tenant shall notify Landlord of
any OSHA violation notices with respect to the Premises.
Except to the extent affected by Tenant's particular use of the Premises,
Landlord shall be responsible for the compliance of the Common Area
Facilities with applicable laws relating to architectural barriers to the
disabled, including but not limited to the law commonly known as the
"Americans with Disabilities Act of 1990" (the "ADA"). Landlord hereby
agrees to indemnify, defend and hold Tenant harmless from any and all
loss, cost, liability or expense, including, without limitation,
reasonable attorney fees, resulting from Landlord's failure to comply with
all Laws relating to the Premises, the Buildings, the Land and condition
of the Common Area Facilities.
B. Tenant's Compliance with Laws
Tenant shall be responsible for compliance with all of the Laws which are
applicable to Tenant's particular use and manner of use of the Premises
and the Common Area Facilities.
In the event that Tenant's particular use of the Premises and the Common
Area Facilities violates any provision of the Laws, including but not
limited to the ADA, Tenant shall bear all expense, cost and liability for
compliance with such Laws, including but not limited to the ADA. Tenant
hereby agrees to indemnify, defend and hold Landlord harmless from any and
all loss, cost, liability or expense, including, without limitation,
reasonable attorney fees, resulting from Tenant's failure to comply with
all Laws relating to its occupancy of the Premises and use of the Common
Area Facilities.
ARTICLE VI. LOSS OF PREMISES
6.01. DAMAGES/DESTRUCTION
Notwithstanding anything hereafter contained to the contrary, for purposes of
this Section 6.01, the Premises, as further described in Section 1.03
(PREMISES), shall be considered individually as separate and distinct
structures, and in the event of a casualty, damage or destruction to one
individual Building, or a group of Buildings, the following provisions shall
apply only to that individual structure (or
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group of structures) and not to all of the Buildings as a whole, and this Lease
shall remain in full force and effect to those individual Buildings which are
otherwise not affected by such casualty, damage or destruction.
If the Premises, Building, Common Area Facilities, or any portion thereof is
damaged by fire or other casualty, then, except as provided below, the damage
shall be promptly repaired by and at the expense of Landlord. If the Premises or
the Building are totally destroyed by fire or any other casualty, this Lease
shall automatically terminate as of the date of such destruction. If the
Building, the Common Area Facilities or the Premises are damaged to the extent
that, in Tenant's reasonable judgment, Tenant will not be able to use the same
to conduct its business for at least ninety (90) days, Tenant may terminate this
Lease as of the date of such damage by written notice to Landlord within (30)
days after such date. In the event such damage or casualty is not susceptible of
complete repair and restoration (to the standard of "substantial completion",
within ninety (90) days after the occurrence of such damage or casualty, then
either Landlord or Tenant may, by written notice to the other terminate this
Lease as of the date of such damage, provided such notice is given within thirty
(30) days after the date of the damage or casualty. Substantial completion shall
mean that a certificate of occupancy, or the equivalent, has been provided by
the appropriate authority, permitting the Building to be occupied by Tenant, or
other tenants in accordance with all public health, safety and building codes.
The only remaining items shall be minor details of construction. Until such
repairs and restoration are completed, the Rent, and any other sums due
hereunder, shall be abated in proportion to the portion of the Premises or the
Common Area Facilities which are unusable or inaccessible by Tenant in the
conduct of its business by virtue of such casualty. If such damage can be
repaired within ninety (90) days and Landlord fails to repair or restore such
damage within such period, Tenant may, upon thirty (30) days written notice to
Landlord, in addition to all other remedies Tenant may have under this Lease, at
law or in equity, terminate this Lease. If any such damage causes any portion of
the Premises or the Common Area Facilities to become unusable or inaccessible by
Tenant in the conduct of its business during the last nine (9) months of the
Lease Term, Tenant may, upon thirty (30) days written notice to Landlord,
terminate this Lease.
6.02. EMINENT DOMAIN
Notwithstanding anything hereafter contained to the contrary, for purposes of
this Section 6.02, the Premises, as further described in Section 1.03
(PREMISES), shall be considered individually as separate and distinct
structures, and in the event of a Taking (as hereafter defined) of one
individual Building, or a group of Buildings (or portions thereof), the
following provisions shall apply only to that individual structure (or group of
structures) and not to all of the Buildings as a whole, and this Lease shall
remain in full force and effect to those individual Buildings which are
otherwise not affected by such Taking.
If all of the Land, the Buildings, the Common Area Facilities, or the Premises
are taken by eminent domain or condemnation, (a "Taking") this Lease shall
terminate immediately upon the effective date of the Taking.
If there is a partial Taking of the Land, the Buildings, the Common Area
Facilities or the Premises, Tenant may terminate this Lease by written notice to
Landlord if the remaining Premises, Buildings, or Common Area Facilities are
not, in Tenant's judgment, adequate for the conduct of Tenant's business.
If Tenant does not terminate this Lease, Landlord shall proceed with due
diligence to make all necessary repairs to the Land, the Buildings, the Common
Area Facilities, or the Premises in order to render and restore the same to the
condition that they were prior to the Taking. Tenant shall remain in possession
of the portion of the Premises, with use of the Common Area Facilities not
taken, upon the same terms and conditions of this Lease, except that the Rent
shall be reduced in direct proportion to the area of the Premises and the Common
Area Facilities subject to the Taking.
If Tenant is not able to occupy the Premises or any portion thereof not taken,
or to use the Common Area Facilities or any portion thereof not taken, while
Landlord is making the required repairs, the Rent shall be abated in proportion
to the portion of the Premises or the Common Area Facilities which are unusable
or inaccessible by Tenant in the conduct of its business.
All compensation awarded for any Taking of the Premises, or any portion of the
Buildings or any interest in any of them shall belong to and be the property of
Landlord, and Tenant hereby assigns to Landlord all rights with respect thereto;
provided, however, nothing contained herein shall preclude Tenant from seeking
in a separate action reimbursement from the condemning authority for moving
expenses, expenses for removal of Tenant's property, including Tenant's personal
property, and the interruption of Tenant's business.
ARTICLE VII. NON-DISTURBANCE
7.01. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
This Lease shall be subject and subordinate to the lien of any mortgage or deed
of trust or other encumbrance(s) which may now or which may at any time
hereafter be made upon the Building or Land of which the Premises is a part, or
any portion thereof, or upon Landlord's interest therein, provided that
If any mortgage is foreclosed or ground lease or air space lease terminated,
then: (a) this Lease shall continue in full force and effect, and; (b) Tenant's
quiet enjoyment shall not be disturbed if Tenant is not in default of this Lease
beyond any applicable grace and notice periods provided in this Lease for the
cure thereof, and; (c) Tenant shall attorn to and recognize the mortgagee,
purchaser at a foreclosure sale or ground or other lessor ("Successor Landlord")
as Tenant's landlord for the remaining Lease Term; and; (d) Successor Landlord
shall not be bound by: (i) any payment of Rent for more than one month in
advance except for any free rent or other rent abatement specified in this
Lease; (ii) any amendment, modification, or termination of the Lease without
Successor Landlord's consent, after the Successor Landlord's name is given to
Tenant, unless the amendment, modification, or ending is specifically authorized
by this Lease and does not require Successor Landlord's prior agreement or
consent.
This Subsection 7.01 is self-operating; however, Landlord shall use best efforts
to cause a Subordination, Attornment and Non-Disturbance Agreement in a form
satisfactory to Tenant to be executed and delivered to Tenant, in the event of
the same.
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7.02. ESTOPPEL CERTIFICATE
Each party agrees, from time to time, within thirty (30) days following written
notice by the other party, to execute and deliver to the party who gave such
notice, an estoppel certificate (the "Estoppel Certificate"). The Estoppel
Certificate may be relied upon by Landlord or Tenant, as appropriate, and any
third party with whom the Landlord or Tenant is dealing, and shall certify the
following, as of the date thereof: (i) the Lease Term; (ii) the Lease
Commencement Date and the Lease Expiration Date; (iii) that this Lease is
unmodified and in full force and effect or in full force and effect as modified,
stating the date and nature of all modifications; (iv) whether to the executing
party's knowledge the other party is in default or whether the executing party
has any claims or demands against the other party and, if so, specifying the
claim or demand; (v) the amount of Rent and the dates through which Rent and any
other sums due under the Lease have been paid; and (v) such other reasonable
information or facts covered by the terms of the Lease, as requested by either
party.
7.03. QUIET ENJOYMENT
Provided that Tenant is not in Default (as hereafter defined) of any covenant or
obligation of this Lease, to be performed by Tenant, Tenant shall have the
peaceful and quiet enjoyment and possession of the Premises without any
interference from Landlord or any person claiming by, through or under Landlord.
ARTICLE VIII. DISPUTES
8.01. DEFAULT BY TENANT
Tenant shall be considered in default ("Default") of this Lease if; (i) Tenant
fails to pay Rent within fifteen (15) days after Tenant receives notice from
Landlord that the Rent was not received; or (ii) Tenant fails to perform any of
its other obligations under this Lease within thirty (30) days or within a
reasonable period of time thereafter if a cure cannot be accomplished with
thirty (30) days after receiving written notice from Landlord specifying the
Default.
If Tenant is in Default, as stated above, Landlord, in addition to the remedies
given in this lease or under the law, may; (i) terminate this Lease after giving
Tenant thirty (30) days written notice of its intention to do so in accordance
with any laws governing such termination and subsequent repossession, and Tenant
shall then surrender the Premises to Landlord; or (ii) Landlord may enter and
take possession of the Premises, in accordance with any laws governing such
repossession, and remove Tenant, with or without having terminated the Lease.
Landlord's exercise of any of its remedies or its receipt of Tenant's keys shall
not be considered an acceptance or surrender of the Premises by Tenant. A
surrender must be agreed to in writing signed by both parties.
If Landlord terminates this Lease or terminates Tenant's right to possess the
Premises because of a Tenant Default, Landlord may hold Tenant liable for; (i)
the Rent and other indebtedness that otherwise would have been payable by Tenant
to Landlord prior to the Lease Expiration Date, less any amounts which Landlord
receives in reletting the Premises during the remainder of the Lease Term; and
(ii) other necessary and reasonable expenses incurred by Landlord in enforcing
its remedies. Tenant shall be liable for only those actual damages suffered by
Landlord. Tenant shall pay any such sums due within thirty (30) days of
receiving Landlord's proper and correct invoice for the amounts. Landlord is not
entitled to accelerate the Rent or any other amounts which would become due from
Tenant to Landlord. During each collection action, Landlord shall be limited to
the amount of any Base Rent due that would have accrued had the Lease not been
terminated. Landlord shall mitigate any damage by making best efforts to relet
the Premises on reasonable terms.
8.02. DEFAULT BY LANDLORD
If Landlord fails to perform any of its obligations under this Lease (except as
specifically provided for in Article 8.03 (REDUCTION OF SERVICES) hereof (a
"Landlord Default"), Tenant shall give Landlord written notice specifying the
Landlord Default. If a cure is not accomplished within thirty (30) days after
receiving notice from Tenant or within a reasonable period of time thereafter,
if the Landlord Default cannot be cured within thirty (30) days and Landlord is
pursuing a cure with due diligence, then in addition to all rights, powers or
remedies permitted by law, or in equity, Tenant may; (i) correct the Landlord
Default and deduct the cost from the Rent; or (ii) withhold the payment of Rent
and any other sums due hereunder until Landlord has corrected the specified
Landlord Default; or (iii) upon the failure of Landlord to cure any Landlord
Default within ninety (90) days of receipt of notice thereof, Tenant shall have
the right to seek the judicial remedy of specific performance, or to terminate
this Lease by providing Landlord with written notice of such termination.
8.03. REDUCTION OF SERVICES
The Rent is based in part upon services which Landlord shall provide as
described in Article 3.01 (SERVICES PROVIDED BY LANDLORD). If, for any reason,
Landlord does not provide any or all of these services in the manner described
in Article 3.01 for more than five (5) consecutive days following written notice
of such failure, reduction or interruption from Tenant, and such failure,
reduction or interruption materially OR adversely affects Tenant's use of or
occupancy of the Premises, in addition to any rights or remedies as provided to
Tenant under Law or in equity, the Rent may be abated (proportionately based
upon the individual Premises, or portions thereof which are affected by such
failure, reduction or interruption of service(s)), on a per diem basis for the
period of interruption beginning with the date the interruption in services
began and ending when the services are fully restored. Upon the failure of
Landlord to fully restore a service (or services) to the manner as described in
Article 3.01, within ninety (90) days after receipt of Tenant's notice, Tenant
shall have the option to terminate this Lease by providing Landlord with written
notice of such termination.
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8.04. GOVERNING LAW
This Lease, and the rights and obligations of the parties hereto, shall be
construed and enforced in accordance with the laws of the state (commonwealth)
of where the Buildings are located.
8.05. WAIVER OF CONSEQUENTIAL DAMAGES
Neither Landlord nor Tenant shall be liable to the other under or in connection
with this Lease for any consequential damages and both Landlord and Tenant
waive, to the full extent permitted by law, any claim for consequential damages.
ARTICLE IX. MISCELLANEOUS
9.01. FORCE MAJEURE
Neither party shall be responsible to the other for any losses resulting from
the failure to perform any terms or provisions of this Lease if the party's
failure to perform is attributable to war, riot, acts of God or the elements or
any other unavoidable act not within the control of the party whose performance
is interfered with and which by reasonable diligence such party is unable to
prevent. However, neither party shall be excused from the timely performance of
its obligations under this Lease for a period of time greater than ninety (90)
days on account of force majeure.
9.02. END OF TERM
Upon the termination of this Lease, Tenant shall return the Premises in exactly
the same condition as when Tenant took possession, excluding: ordinary wear and
tear; loss from fire or other casualty; the removal of communications cabling;
and the restoration of the Premises to its condition prior to any Tenant
Improvements or Alterations made to it during the Lease Term.
9.03. ENTIRE AGREEMENT
This Lease and all of its written and attached Exhibits, riders, addendums,
modifications, and amendments constitutes the entire agreement between Landlord
and Tenant with respect to the Premises, the Buildings, the Land and the Common
Area Facilities, and may be amended or altered only by written agreement
executed by both parties, and supersedes any and all prior agreements between
the parties, whether oral or written. Landlord warrants that it owns the
Buildings and Land as described herein, and each party warrants that it is
authorized to enter into this Lease.
9.04. NON-DISCRIMINATION
Landlord and Tenant shall not discriminate on the basis of race, age, color,
religion, sex, national origin, disability or veteran's status in the use or
occupancy of the Premises or the Buildings.
Landlord and Tenant shall not discriminate on the basis of race, age, color,
religion, sex, national origin, disability or veteran's status in their
employment or choice of contractors, subcontractors, or suppliers of materials
for or used for the installation of any improvements in the Premises or the
Buildings.
9.05. BINDING ON SUCCESSORS
This Lease shall bind the parties, their heirs, successors, representatives and
permitted assigns.
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9.06. AMBIGUITIES
Any rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not apply to the interpretation of this Lease
or any amendments or exhibits hereto.
9.07. BROKER'S WARRANTY
Landlord and Tenant warrant and represent that they have dealt with no real
estate broker in connection with this Lease, and that no broker is entitled to
any commission on account of this Lease. The party who breaches this warranty
shall defend, hold harmless and indemnify the other from any loss, cost, damage
or expense, including reasonable attorney fees, arising from the breach.
9.08. PARTIAL INVALIDITY
If any part, term or provision of this Lease, or the application thereof to any
person or circumstance, shall, to any extent, be invalid or unenforceable, the
remainder of this Lease and the application of such provision to all other
persons and circumstances shall not be affected and shall be valid and
enforceable to the fullest extent of the law; provided, however, if the
provisions of this Lease relating to Tenant's stated use of the Premises shall
be determined by any government agency having jurisdiction to be invalid or
unenforceable, this Lease, effective as of the date of such determination, shall
be, and shall be deemed to be, void and of no further force or effect and Tenant
shall have no further obligations hereunder.
9.09 WAIVER
The failure of either party to exercise any of its rights is not a waiver of
those rights. A party waives only those rights specified in writing and signed
by the party waiving its rights.
9.10 CONFLICTS
In the event of any conflicts between the terms of the Lease and the terms of
the Intercompany Agreement, such conflicts shall be resolved in favor of the
Intercompany Agreement.
9.11. ATTACHMENTS
The following exhibits are part of this Lease and were attached before this
lease was signed by the parties:
Exhibits: A-1 Site Plan of Premises
B. Intentionally Deleted
C. Intentionally Deleted
D. Janitorial Service and Supplies
E. Direct Deposit Form
F. Rent Schedule
G. Intentionally Deleted
H. Section 9.7(a) of the Intercompany Agreement
[8]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, as of the date
first above written.
LANDLORD: THE TRAVELERS INSURANCE TENANT: THE TRAVELERS INDEMNITY
COMPANY COMPANY
BY /s/ ▇▇▇▇▇▇ ▇. Sprouts BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ----------------------------------
Title Vice President Title Vice President
----------------------------- -------------------------------
IDENTIFYING NUMBER
▇▇-▇▇▇▇▇▇▇
------------------------------------------
For Reporting to U.S. Treasury Department
Internal Revenue Service
[9]
