Agreement of Lease Exhibit No. 10.21
LEASE
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THIS INDENTURE OF LEASE, made and entered into as of this the 30th day
of July, 2002, by and between James A. Fazzone, managing partner of Fazzone &
Zima, of the Town of Cheshire, County of New Haven and State of Connecticut,
hereinafter referred to as LANDLORD; and Emtec, Inc. hereinafter referred to as
TENANT.
WITNESSETH:
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1. IN CONSIDERATION of the rent and covenants herein reserved and
contained on the part of the TENANT to be paid, performed and observed, the
LANDLORD does hereby lease, demise, let and sublet unto the TENANT and TENANT
does hereby hire from the LANDLORD upon the terms, provisions, covenants and
conditions hereinafter set forth premises known as Office 14, in Building C -
located at 422-426 Highland Avenue, in the Town of Cheshire, County of New Haven
and State of Connecticut, for the term of three years (3) years from the first
day of August, 2002 to the last day of July, 2005 both inclusive.
2. THE TOTAL rent payable for the term of this lease shall be thirty
four thousand eight hundred ($34,800.00) dollars in monthly installments in the
amount of nine hundred fifty ($950.00) dollars per month the first two years and
one thousand ($1000.00) dollars per month for the third year. Said rent to be
paid in advance on the first day of each and every month commencing July, 2002.
3. THE TENANT agrees to purchase in its own name and to pay all charges
for TENANT'S electricity, gas, telephone service, including normal maintenance
of heating and air-conditioning units.
4. THE TENANT accepts the building improvements and personality on the
leased premises in their present state (TENANT recognizes that said improvements
are limited to only carpeting, lighting fixtures, heating units, air
conditioning units and painted walls) and without any representation or warranty
by the LANDLORD or its agents as to the condition of such property or as to the
use which may be made thereof. The LANDLORD shall not be responsible for any
damage to personality as a result of any latent defect or change in condition in
the building improvements and the rent hereunder shall in no case be withheld or
diminished on account of any such defect in the property or change thereof,
unless TENANT is deprived of the use and enjoyment of the premises, in which
case, the rent shall be proportionately abated.
5. THE TENANT shall make no alterations to the demised premises or
changes in decorations, or locks provided by LANDLORD in said demised premises
without prior written approval by the LANDLORD, but it is strictly understood if
written permission is given to the TENANT for any alterations, or change in
decoration, such alterations, changes and repairs shall become property of the
LANDLORD and are to be made at the expense of the TENANT, and must be in
conformity with the building laws of the Town of Cheshire wherein said premises
are located.
6. IN THE event that the real estate taxes payable with respect to the
building in which the demised premises are located and/or on the land on which
said building is located in any tax year in which this lease shall be in effect
shall be greater than the amount of such taxes due and payable for the tax year
commencing October 1, 2001, hereinafter referred to as the "base year", whether
by reason or an increase of either the tax rate or the assessed evaluation or by
reason of the levy, assessment or imposition of any additional tax on real
estate as such not now levied, assessed or imposed or for any other reason.
TENANT shall pay to LANDLORD at least thirty (30) days prior to the date on
which each such tax or installment thereof shall be due and payable as
additional rent for the lease year in which such date occurs an amount equal to
8.28% percent of the difference between the amount of such tax or installment
and the corresponding tax or installment paid for the base year. The total tax
due for 2002, based on the Grand List as of October 1, 2001, for 422 Highland
Avenue is $14,696.66.
7. IN THE event that the Town of Cheshire or any subdivision thereof
levies or has levied a sanitary sewer assessment or similar use charge against
the building and land within which the demised premises are located, it is
recognized that the TENANT shall be responsible to the LANDLORD in an amount
equal to 8.28% percent of the entire assessment, including interest, and the use
charge or installments thereof due and/or apportioned during the term of this
lease. For the year 2002 the sewer assessment is $446.54. In the event annual
payments are allowed by the Town of Cheshire, said payments shall be due and
payable by the TENANT to LANDLORD one month prior to their due date so as to
allow the LANDLORD to make timely payments to the Town of Cheshire as said
payments become due the Town of Cheshire. It is expressly understood that the
TENANT is liable for 8.28% percent of said assessment, including interest, and
the use charge falling due during the term if its Tenancy, and said obligations
to so pay shall cease with the expiration of its tenancy.
8. TENANT MAY not assign this lease or sublet the demised premises
without the written permission of LANDLORD, LANDLORD shall reply in writing
within thirty (30) days of TENANT'S written request to sublet, not to be
unreasonably withheld or delayed.
9. IT IS expressly agreed that if the demised premises shall be taken
by public or quasi-public authority under the power of eminent domain or
condemnation, this Lease shall terminate on the date of such taking and the
rights of the TENANT shall forthwith cease, with rent to be apportioned as of
the date of such taking. No part of any award for such taking shall belong to
TENANT.
10. TENANT COVENANTS and agrees to maintain the demised premises in
good repair and to pay for all repairs, including replacement of broken windows,
except those repairs arising out of structural defects and that, upon the
expiration or other termination of the term of this lease, TENANT shall quit and
surrender to LANDLORD the demised premises, broom clean, and in good order and
condition, ordinary wear excepted, and TENANT shall remove all of its property.
On default of the TENANT in making such repairs or replacement, the LANDLORD
may, but shall not be required to, make such repairs and replacements for the
TENANT'S account and the expense thereof shall be collectible as additional
rent.
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11. FROM AND after the commencement of the term of this lease and to
the expiration thereof, TENANT convenants and agrees to procure, keep and
maintain in full force and effect, at its own cost and expense, public liability
insurance for the benefit of and in the name of LANDLORD and TENANT with
coverage in the sum of not less than $300,000.00 in respect to any injury or
damage to one person and not less than $500,000.00 in respect to any injury or
damage by reason of any occurrence and not less than $25,000.00 for injury or
damage to property. The said insurance is to be placed and maintained with an
insurance company authorized to do business in the State of Connecticut and
certificates of all policies issued in accordance with the foregoing and
containing a provision for notice to LANDLORD in case of cancellation shall be
furnished to LANDLORD.
12. IN THE case of total or substantial partial destruction of the
demised premises by fire or otherwise, LANDLORD shall have the option to
terminate this lease; however, in the event that both LANDLORD and TENANT agree
that the lease is to continue, then the LANDLORD shall undertake to rebuild said
premises with reasonable haste and rent shall abate proportionately during the
untenantability of the premises. In the event that the lease is terminated, the
rent shall be proportioned to the date of termination.
13. THE PARTIES hereto agree that this lease shall, at the option of
LANDLORD, be subordinate to present or future mortgages on the demised premises;
and TENANT agrees to execute any documents necessary to effectuate any such
subordination. TENANT further covenants and agrees any papers necessary to
effect the assignments of rent to such mortgagee.
14. TENANT SHALL use and occupy the demised premises for the purpose of
Executive and Professional offices and for no other purpose.
15. IF LANDLORD shall be unable to give possession of the demised
premises on the date of the commencement of the term hereof by reason of the
fact that the premises are located in a building being constructed and which has
not been sufficiently completed to make the premises ready for occupancy, or by
reason of the fact that a certificate of occupancy has not been produced, or for
any other reason, LANDLORD shall not be subject to any liability for the failure
to give possession on said date. Under such circumstances, the rent reserved and
covenants to be paid herein shall not commence until the possession of demised
premises is given or the premises are available for occupancy by TENANT; and no
such failure to give possession on the date of commencement of the term shall in
any way affect the validity of this lease or the obligations of the TENANT
hereunder, not shall same be construed in any way to extend the term of this
lease.
16. TENANT has deposited with LANDLORD the sum of one thousand nine
hundred ($1,900.00) dollars as security for the faithful performance and
observation by TENANT of the terms, provisions, and conditions of this Lease; it
is agreed that in the event TENANT defaults in respect of any of the terms,
provisions and conditions of this Lease, including, but not limited to, the
payment of rent and additional rent, LANDLORD may use, apply or retain the whole
or any part of the security so deposited to the extent required for the payment
of any rent and additional rent or any sum as to which TENANT is in default or
for any sum which LANDLORD may expend or may be required to expend by reason of
TENANT'S default in respect to any of the
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terms, covenants and conditions of this Lease, including, but not limited to,
any damages or deficiency in the reletting of the premises, or if such damages
or deficiencies occur before or after summary proceedings or other re-entry by
the LANDLORD. In the event that TENANT shall fully and faithfully comply with
all the terms, provisions and covenants of this Lease, the security shall be
returned to TENANT after the date fixed as the end of the Lease and after
delivery of entire possession of the demised premises to LANDLORD.
17. IN THE event of a bona fide sale of the property in which the
leased premises are a part, the LANDLORD shall have the right to transfer such
security to the purchaser to be held under the terms of this lease and the
LANDLORD shall be released from all liability for the return of such security to
the TENANT.
18. THE TENANT further covenants and agrees with the LANDLORD not to
place, or permit to be placed, any signs, advertising display material, antennas
or mechanical devises or any other items on the exterior of the building,
sidewalk or property adjoining said demised premises in which said demised
premises are located, except as provided by the LANDLORD or as currently
maintained thereon.
19. THESE PRESENTS are upon the conditions that if the TENANT shall
fail, refuse or neglect to perform and observe any of the covenants, terms,
provisions, conditions or agreements contained in this INDENTURE OF LEASE,
including the failure to pay rent within 10 days of the date it becomes due,
LANDLORD may relet the premises for TENANT'S account, the TENANT remaining
liable for the unpaid balance of the rent to the extent of any deficiency from
the reletting as well as the reasonable costs incurred in the reletting or as
the result of reletting. LANDLORD shall not be obligated to relet the premises,
but may, at its option, collect the unpaid portion of the rent from the TENANT.
20. TENANT COVENANTS that in the event the LANDLORD is required to
employ an attorney in order to enforce any provision of this Lease, the TENANT
shall pay reasonable attorney's fees and all other costs of collection.
21. NOTICE: Any and all notices, acceptances or any other communication
provided for herein shall be given in writing by registered or certified mail
which shall be addressed as set forth below. Each such notice shall be deemed
given at the time it is mailed in any post office or branch post office
regularly maintained by the United States Government.
TENANT'S ADDRESS- 422-426 Highland Avenue
Building C, Office 14
Cheshire, CT 06410
LANDLORD'S ADDRESS- 402 Highland Avenue
Building C, Office
Cheshire, CT 06410
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22. THE LANDLORD will provide all exterior maintenance, including, but
not limited to, the cutting of the grass and maintenance of other landscaping,
snow plowing, and removal of snow from adjacent sidewalks; and in addition
thereto, the LANDLORD shall provide cleaning service and maintenance for all
halls (not a part of the demised premises) and exterior stairways.
23. TENANT shall have the right to use in common with other Tenants the
hallways, entranceways, exits, restrooms within Building C serving the premises;
the parking area serving the buildings in the complex; and the common dumpster
for the premises at no additional expense or charge.
24. THE TENANT shall be permitted to have a sign(s) identifying its
business similar to other signs identifying other tenants in the building,
provided however, the TENANT shall supply such sign(s) at its own expense and
use a sign contractor approved by LANDLORD.
25. LANDLORD covenants and agrees with TENANT that so long as TENANT
pays the rent, observes and performs all the terms, covenants, and conditions on
TENANT'S part to be observed and performed, TENANT may peaceably and quietly
enjoy the premises subject, nevertheless, to the terms of this Lease, and
TENANT'S possession will not be disturbed by anyone claiming by, through or
under LANDLORD.
26. THIS LEASE shall be construed in accordance with the laws of the
State of Connecticut.
27. THE HEIRS, administrators, executors, legal representatives,
successors and assigns of the parties hereto shall be bound by the terms and
conditions of this Lease.
28. TENANT covenants that in the event this Lease is recorded upon the
Land Records of the Town of Cheshire by TENANT, it shall become null and void at
the option of the LANDLORD, and any security deposits paid hereunder shall
become the property of LANDLORD as liquidated damages therefor.
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IN WITNESS WHEREOF, the parties have caused these premises to be duly
signed and executed the day and date first above written.
Signed, Sealed and Delivered
In the Presence of:
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Witness
By _________________________(L.S.)
John P. Howlett, CEO
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Witness
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Witness
By ______________________________
James A. Fazzone
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