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Exhibit 10.14
BASIC LEASE INFORMATION
DATE: November 27, 2006
LANDLORD: 2319 HAMDEN CENTER I, L.L.C.
TENANT: TRANSACT TECHNOLOGIES INCorporated
BUILDING: One Hamden Center
2319 Whitney Avenue
Hamden, CT 06518
PREMISES: ONE HAMDEN CENTER
2319 WHITNEY AVENUE, SUITE 3-B (11,075 RSF)
HAMDEN, CONNECTICUT
USE: General Office Use
LEASE TERM: One Hundred and Twenty (120) months
COMMENCEMENT DATE: Later of April 23, or date of "Substantial Completion" of
Tenant Improvements (See Lease Section 2)
BASE RENT: Month Monthly Rent Annual Rent
------ ------------ -----------
1-24 $11,666.67 $140,000.00
25-48 $13,500.00 $162,000.00
49-60 $17,073.96 $204,887.50
61-72 $17,996.88 $215,962.50
73-96 $18,919.79 $227,037.50
97-120 $19,611.98 $235,343.75
BASE YEAR: 2007
TENANT'S PERCENTAGE
SHARE: 9.86%
SECURITY DEPOSIT: $ NONE
BROKERS: CB Richard Ellis- NE Partners, L.P. and Press Cuozzo
Realtors
CONTRACT MANAGER: MCR Property Management, Inc.
ADDRESS FOR NOTICES: LANDLORD: One Hamden Center
2319 Whitney Avenue, Suite 1A
Hamden, Connecticut 06518
TENANT: 7 Laser Lane
Wallingford, CT 06492
TENANT IMPROVEMENTS: See Lease Section 7(b) $276,875.00 maximum allowance
EXHIBITS: Exhibits A, A-1, B, B-1, B-2, C, D, E, F, and G
INITIALS:
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LANDLORD TENANT
THIS LEASE, which is effective as of the date set forth in the Basic Lease
Information, is entered into by Landlord and Tenant, as set forth in the Basic
Lease Information. Terms which are capitalized in this Lease and are not
expressly defined herein shall have the meanings set forth in the Basic Lease
Information.
1. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises described in the Basic Lease Information, which Premises are more
particularly shown on Exhibit A, together with the right in common to use the
Common Areas of the Building and the land (as described on Exhibit A-1) upon
which the Building is located (the "Property").The Common Areas shall mean the
areas and facilities within the Building and the Property provided and
designated by Landlord for the general use, convenience or benefit of Tenant and
other tenants and occupants of the Building, (including, without limitation,
common entrances and hallways, restrooms, trash disposal facilities, janitorial,
telephone and electrical closets and landscaping walks, the parking garage,
other unreserved parking areas, and drives).
Subject to prior rights of existing tenants as more particularly set forth
on Exhibit E, Tenant shall have a right of first offer to lease additional
adjacent space on the third floor of the building in which the Premises are
located on the same terms as herein provided, except that any Tenant Improvement
allowance shall be prorated at the rate of $2.50 per rentable square foot for
each full lease year of the remaining portion of the Initial Term of this Lease.
Said right of first offer shall be exercised by Tenant's written notice of its
intent to enter negotiations, which notice shall be sent to Landlord not more
than ten (10) days following receipt of Landlord's written notice to Tenant of
the availability of such space. In furtherance of the intention of this
provision, Landlord shall have a duty to give notice of the availability of such
space whenever the same shall become available during the term of the Lease.
2. TERM. The Lease Term shall commence on the Commencement Date (as set forth in
the Basic Lease Information) and, unless terminated on an earlier date in
accordance with the terms of this Lease, shall extend for the period (i.e.,
Lease Term) specified in the Basic Lease Information, together with the Option
Period as hereinafter defined if the Tenant has properly exercised its option to
extent the Lease Term. For purposes of determining the Commencement Date, the
term "Substantial Completion" shall mean the date on which: (i)Landlord's work
is "complete" as defined in the Workletter attached hereto as Exhibit B-1, (ii)
Landlord has delivered a certificate of occupancy for the Premises to the
Tenant, and (iii) Landlord delivers exclusive possession of the Premises in good
and operating condition. Any delay in Substantial Completion due to Tenant
delays shall not affect the determination of the Commencement Date, provided,
however, Tenant shall be obligated to reimburse Landlord for lost Base Rent for
each day of such delay. Payment of any lost Base Rent shall be made to Landlord
within ten (10) business days of billing.
Provided Tenant has delivered to Landlord evidence of the insurance
required under subsection 13(b) below and all necessary permits, Tenant shall
have the right to enter upon the Premises during the 14 day period prior to the
Commencement Date for the purpose of furniture setup, phone system installation,
data cabling, and the like. Any such entry shall be made in a manner which will
not interfere with the performance of Landlord's Work, and upon any reasonable
condition imposed by Landlord.
Promptly following the Commencement Date, Landlord and Tenant shall execute
a Commencement Date Certificate confirming the actual Commencement Date.
Provided Tenant has delivered the Space Plan (as described in Exhibit B-1)
by December 8, 2006, if the Commencement Date has not occurred by June 9, 2007
(the "Rent Credit Date"), then Tenant shall be entitled to a credit against Rent
equal to the amount of Base Rent payable for one (1) day for each two (2) days
between the Rent Credit Date and the Commencement Date. The Rent Credit Date
shall be extended on a day-for-day basis for each day of Tenant Delay. If the
Commencement Date has not occurred by April 23, 2007, then beginning on April
24, 2007, Landlord agrees to provide Tenant with temporary space located on the
fourth floor of the Building to use and occupy pending occurrence of the
Commencement Date. Such temporary premises shall consist of at least 6,000
square feet of space and shall be reasonably sufficient in all respects for
Tenant to use and occupy for its business purposes. Tenant's use and occupancy
of the temporary space shall be on the terms and conditions of this Lease,
except Tenant shall not have any obligation to pay any Rent or any other use or
occupancy fee, or to reimburse Landlord for any costs or expenses relating to
the temporary space; however, Tenant shall be solely responsible for all costs
of electric and data/telephone/communication services supplied to the
temporary space. Tenant's right to occupy the temporary space shall terminate on
the 10th business day following the Commencement Date, and any occupancy
thereafter shall be at the rate of $20.00 per square foot for each day of
occupancy in addition to and not in substitution for the applicable charges for
the Premises.
3. RENT. As used in this Lease, the term "Rent" shall include:(i) the Base Rent;
(ii) Tenant's Percentage Share of the total dollar increase, if any, in the
Operating Costs paid or incurred by Landlord during the calendar year over the
Operating Costs paid or incurred by Landlord in the Base Year ("Base Year
Operating Costs"), and; (iii) all other amounts which Tenant is obligated to pay
under the terms of this Lease. All amounts of money payable by Tenant to
Landlord shall be paid without prior notice or demand, deduction or offset. Any
amount which is not paid when due shall bear interest from the date due until
the date paid at the rate ("Interest Rate") which is the lesser of twelve
percent (12%) per annum or the maximum rate permitted by law. In addition, if
any required payment of Rent or Additional Rent is not made within ten (10) days
of when due, Tenant shall pay a late charge of five (5%) percent of such overdue
sum.
4. BASE RENT. From and after the Commencement Date, Tenant shall pay Base Rent
to Contract Manager (or such other entity designated by Landlord), in advance,
on the first day of each calendar month of the Term, at Contract Manager's
address for notices (as set forth in the Basic Lease Information) or at such
other address as Landlord may designate. The Base Rent shall be the amount set
forth in the Basic Lease Information.
5. ADDITIONAL RENT - ANNUAL RENT ADJUSTMENTS/OPERATING COSTS.
(a) Increase in Operating Costs. Rent shall include Tenant's Percentage
Share of the total dollar increases (separately determined), if any, in the
Operating Expenses, Real Property Taxes and Insurance (collectively, the
Operating Costs) paid or incurred by Landlord during each calendar year of
the Term over the Base Year Operating Costs. If less than one hundred
percent (100%) of the rentable area of the Building is occupied during the
Base Year, Operating Expenses shall be adjusted to equal Landlord's
reasonable estimate of Operating Expenses if ninety-five percent (95%) of
the total rentable area of the Building were occupied during the Base Year.
(b) Operating Expenses. The term "Operating Expenses" shall mean (i) all of
Landlord's direct costs and expenses of operation, repair and maintenance
of the Building and the Common Areas and supporting facilities, including,
without limitation, management fees and costs, landscaping, maintenance,
security, and such costs as may be payable by Landlord under that certain
Declaration of Easement dated April 11, 1985 and recorded in Volume 728 of
the Hamden Land Records at Page 232 (the "Declaration"), as such
Declaration may be subsequently modified, all as reasonably determined by
Landlord in accordance with generally accepted accounting principles or
other recognized accounting principles, consistently applied; (ii) costs,
or a portion thereof, properly allocable to the Building or Common Areas of
any capital improvements made to the Building or Common Areas by Landlord
which comprise labor-saving devices or other equipment intended to improve
the operating efficiency of any system within the Building or Common Areas
(such as an energy management computer system) to the extent of cost
savings in Operating Expenses as a result of the device or equipment, as
reasonably determined by Landlord; (iii) costs properly allocable to the
Building or Common Areas of any capital improvements made to the Building
or Common Areas by Landlord that are required under any governmental law or
regulation that was not applicable to the Building and Common Areas at the
time they were constructed, or that are reasonably required for the health
and safety of tenants in the Building, the costs, or allocable portion
thereof, to be amortized over the applicable useful life of the capital
item as Landlord shall reasonably determine in accordance with U.S. GAAP
consistently applied, together with interest upon the unamortized balance
at the Interest Rate equal to the prime rate plus 1% ; and (iv) excluding
those "Excluded Costs" more particularly described on Exhibit F attached
hereto. If less than ninety-five percent (95%) of the rentable area of the
Building is occupied, Operating Expenses shall be adjusted to equal
Landlord's reasonable estimate of Operating Expenses if ninety-five percent
(95%) of the total rentable area of the Building were occupied.
(c) Real Property Taxes. For purposes of this Section 5, the term "Real
Property Taxes" shall include any ordinary or extraordinary form of
assessment or special assessment, license
fee, rent tax, levy, penalty (if a result of Tenant's delinquency), or tax,
other than net income, premium, estate, succession, inheritance, transfer
or franchise taxes, imposed by any authority having the direct or indirect
power to tax, or by any city, county, state or federal government for any
maintenance or improvement or other district or division thereof. The term
shall include all real estate taxes and all other taxes relating to the
Premises, Building and/or Property, all other taxes which may be levied in
lieu of real estate taxes, all assessments, levies, fees, and other
governmental charges for amounts necessary to be expended because of
governmental orders, whether general or special, ordinary or extraordinary,
unforeseen as well as foreseen, of any kind and nature for public
improvement, services, benefits or any other purposes which are assessed,
levied, confirmed, imposed or become a lien upon the Premises, Building or
Property or become payable during the Term.
(d) Insurance. For purposes of this Section 5, the term "Insurance" shall
mean all of Landlord's direct costs and expenses of insuring Building and
the Common Areas and supporting facilities. If Landlord elects to
self-insure or includes the Property under blanket insurance policies
covering multiple properties, then the term "Insurance" shall include the
portion of the cost of such self-insurance or blanket insurance allocated
by Landlord to this Property; provided, however, the right to self-insure
shall only apply if Landlord is a property and casualty company authorized
to issue policies in the State of Connecticut, or otherwise complies with
requirements of law regarding reserves and financial reporting.
(e) Estimates of Increases in Operating Costs. During December of each
calendar year during the Term, commencing December 2007, or as soon
thereafter as practicable, Landlord shall give Tenant written notice of
Landlord's estimates of any amount of Operating Costs in excess of the Base
Operating Costs and, subject to the limitations set forth in Section 5(a)
above, the amount of the increases which will be payable by Tenant for the
ensuing calendar year. Upon request, Landlord will provide Tenant with
reasonable documentation to substantiate Landlord's estimate. On or before
the first day of each month during the ensuing calendar year, Tenant shall
pay to Landlord one-twelfth (1/12) of the estimated amounts; provided,
however, that if notice is not given in December, Tenant shall continue to
pay on the basis of the then applicable Rent until the month after the
notice is given. If at any time it appears to Landlord that the increased
amount payable for the current calendar year will vary from Landlord's
estimates by more than five percent (5%), Landlord may give notice to
Tenant of Landlord's revised estimates for the year, and subsequent
payments by Tenant for the year shall be based on the revised estimate;
provided, however, that Landlord shall not give notice of a revised
estimate for any year more frequently than once a calendar quarter.
(f) Annual Adjustments. Within one hundred twenty (120) days after the
close of each calendar year of the Term, commencing with calendar year
2007, or as soon after the one hundred twenty (120) day period as
practicable, Landlord shall deliver to Tenant a statement of the
adjustments to the Operating Costs for the prior calendar year. If, on the
basis of the statement, Tenant owes an amount that is less than the
estimated payments for the calendar year previously made by Tenant,
Landlord shall apply the excess to the next payment of increased Rent due.
If, on the basis of the statement, Tenant owes an amount that is more than
the estimated payments for the calendar year previously made by the Tenant,
Tenant shall pay the deficiency to Landlord within thirty (30) days after
delivery of the statement. The statements of Operating Costs shall be
presumed correct and shall be deemed final and binding upon Tenant unless
(i) Tenant in good faith objects in writing thereto within thirty (30) days
after delivery of the statement to Tenant (which writing shall state, in
reasonable detail, all of the reasons for the objection); and (ii) Tenant
pays in full, within thirty (30) days after delivery of the statement to
Tenant, any amount owed by Tenant with respect to the statement which is
not in dispute. If Tenant objects to Landlord's allocation to this Property
of the cost of self-insurance or blanket insurance, such allocation shall
nonetheless be presumed correct and shall be deemed final and binding upon
Tenant unless Tenant's timely written objection includes credible evidence
that Landlord could have obtained substantially comparable insurance
coverage for this Property alone at lower cost. If Tenant objects to
Landlord's statement as set forth above, then within thirty (30) days after
such notice of objection, Tenant shall be permitted, after reasonable
notice to Landlord and during normal business hours, to cause an
independent certified public accountant ("CPA"), who shall be a member of a
nationally recognized accounting firm) designated by Tenant to inspect
Landlord's operating expense records at Landlord's offices, provided that
Tenant is not then in default under the Lease. If after such inspection,
Tenant still disputes Landlord's statement, a certification as to the
proper amount payable by Tenant shall be made, at
Tenant's expense, by an independent CPA designated by Landlord, which
certification shall be final and conclusive. However, if such inspection
reveals that Landlord overcharged Tenant for any category of expense by ten
percent (10%) or more of the total costs in such respective category of
expense, then Landlord shall reimburse Tenant, promptly upon demand, for
all fees, costs and expense incurred by Tenant in connection with such
inspection. Rent shall be appropriately adjusted on the basis of such
inspection or audit.
(g) Taxes on Tenant Improvements and Personal Property. Notwithstanding any
other provision hereof, Tenant shall pay the full amount of any increase in
Real Property Taxes during the Term resulting from any and all alterations
and tenant improvements of any kind whatsoever placed in, on or about the
Premises for the benefit of and at the request of, or by, Tenant. Tenant
shall pay, prior to delinquency, all taxes assessed or levied against
Tenant's personal property in, on or about the Premises. When possible,
Tenant shall cause its personal property to be assessed and billed
separately from the real or personal property of Landlord.
6. PRORATION OF RENT. If the Commencement Date is not the first day of the
month, or if the end of the Term is not the last day of the month, Rent shall be
prorated on a monthly basis (based upon a thirty (30) day month) for the
fractional month during the month which this Lease commences or terminates. The
termination of this Lease shall not affect the obligations of Landlord and
Tenant pursuant to Section 5 which are to be performed after the termination.
7. TENANT IMPROVEMENTS.
(a) Tenant's Work. Except for the work to be performed by Landlord
expressly described in Subsection 7(b) below ("Landlord's Work"), Tenant
hereby accepts the Premises in their current "as-is" condition. Other than
Landlord's Work, Landlord shall have no obligation to construct any
improvements within the Premises or the Building as part of the initial
improvement of the Premises for Tenant's occupancy.
(b) Landlord's Work. Landlord shall, at its own cost and expense, perform
the work set forth on Exhibit B attached hereto. All Landlord's Work shall
be completed in compliance with applicable building codes.
8. USE OF PREMISES.
(a) Use/Compliance with Laws. Tenant shall use the Premises solely for the
use set forth in the Basic Lease Information, and Tenant shall not use the
Premises for any other purpose without obtaining the prior written consent
of Landlord, which consent shall be given or withheld in the sole and
absolute discretion of Landlord without any requirement of reasonableness
in the exercise of that discretion. Subject to Landlord's reasonable
security procedures, Tenant shall have access to the Premises 24 hours per
day, seven days per week. Landlord represents that the use set forth in the
Basic Lease Information is a permitted use under applicable legal
requirements. Tenant shall, at its own cost and expense, comply with all
laws, rules, regulations, orders, permits, licenses and ordinances issued
by any governmental authority ("Laws") which relate to the use or occupancy
of the Premises during the term of this Lease, including, without
limitation, the Building Rules and Regulations attached hereto as Exhibit
C. Tenant acknowledges that it shall be required to comply with ADA in
completing any Tenant Improvements, and during the Term, shall bear and pay
the costs of all changes and corrective measures required by ADA (i) in and
to the Premises and (ii) provided that such changes and corrective measures
are required due to the specific use or manner of use of the Premises by
Tenant, to the Common Areas. Landlord shall undertake all changes and
corrective measures to the Common Areas otherwise required by ADA, and the
costs thereof shall constitute Operating Expenses. Tenant shall not use the
Premises in any manner that will constitute waste, nuisance, or
unreasonable annoyance (including, without limitation, use of loudspeakers
or sound or light apparatus that can be heard or seen outside the Premises)
to other tenants in the Building.
(b) Hazardous Materials. Tenant shall not do or permit anything to be done
in or upon the Premises or the Building or the Property, or bring in or
keep anything in the Premises or the Building which shall constitute the
release, generation, manufacture, storage, treatment, transportation or
disposal of oil, hazardous chemical, substances, materials, or wastes
("Hazardous Materials") under applicable federal, state or local
environmental laws or regulations
("Environmental Laws"). The foregoing restriction shall not apply as to
ordinary office supplies in customary quantities. Tenant shall notify
Landlord of any incident which would require the filing by Tenant of a
notice under Environmental Laws. Landlord hereby represents that Landlord
has not received any written notice that the Building or the Property is in
violation of Environmental Laws, and acknowledges that Tenant shall have no
obligation to comply with Environmental Laws relating to Hazardous
Materials located in the Premises prior to the date of this Lease.
9. ALTERATIONS.
(a) Permitted Alterations. Tenant shall give Landlord not less than ten
(10) days' written notice of any alteration Tenant desires to make to the
Premises, which notice shall include a description and preliminary sketch
of the proposed alterations. Tenant shall not make any alteration in, the
Premises without the prior written consent of Landlord unless the
alteration does not affect the Building Structure, the exterior appearance
of the Building, the roof or the Building Systems and the cost of the
alteration is not in excess of Ten Thousand Dollars ($10,000.00).Tenant
shall comply with all rules, laws, ordinances and requirements applicable
at the time Tenant makes any alteration and shall deliver to Landlord all
certificates of insurance from all contractors, copy of the building permit
(if required), and a complete set of "as built" plans and specifications
for each alteration. Tenant shall be solely responsible for maintenance and
repair of all alterations made by Tenant. As used in this Section, the term
"alteration" shall include any alteration, addition or improvement.
(b) Liens. If, because of any act or omission of Tenant or anyone claiming
by, through, or under Tenant, any mechanics' lien or other lien is filed
against the Premises, the Building, the Property or against other property
of Landlord (whether or not the lien is valid or enforceable), Tenant
shall, at its own expense, cause it to be discharged of record within a
reasonable time, not to exceed thirty (30) days, after the date of the
filing. In addition, Tenant shall defend and indemnify Landlord and hold it
harmless from any and all claims, losses, damages, judgments, settlements,
costs and expenses, including attorneys' fees, resulting from the lien.
(c) Ownership of Alterations. Any alteration made by Tenant shall
immediately become Landlord's property at the end of the Lease Term or upon
a Tenant Default. The foregoing notwithstanding, Tenant shall be
responsible for and shall remove its trade fixtures promptly upon the
termination of this Lease. Any damage resulting from such removal shall be
promptly restored by Tenant.
10. REPAIRS.
(a) Landlord Repairs. Except as otherwise provided in this Lease, Landlord
shall, at all times during the Term, keep in good condition and repair the
roof, Common Areas, exterior walls (including exterior glass and mullions),
and structure of the Building (including the mechanical, electrical, and
plumbing systems servicing the Premises in common with other areas in the
Building) all insofar as they affect the Premises.
(b) Tenant Repairs. Tenant, shall at all times during the Term and at
Tenant's sole cost and expense, keep the Premises and every part thereof in
good condition and repair, ordinary wear and tear, damage thereto by fire,
earthquake, acts of God or the elements excepted. Tenant hereby waives all
right to make repairs at the expense of Landlord or in lieu thereof to
vacate the Premises as may be provided in or any law, statute or ordinance
now or hereafter in effect.
11. DAMAGE OR DESTRUCTION.
(a) Landlord's Obligation to Rebuild. If the Premises are damaged or
destroyed, Landlord shall promptly and diligently repair the Premises
unless Landlord has the option to terminate this Lease as provided herein,
and Landlord elects to terminate.
(b) Right to Terminate. Landlord and Tenant each shall have the option to
terminate this Lease if the Premises or the Building is destroyed or
damaged by fire or other casualty, regardless of whether the casualty is
insured against under this Lease, if Landlord reasonably determines that
the repair of the Premises or the Building cannot be completed within one
hundred eighty (180) days after the casualty. Landlord shall notify Tenant
of such determination within forty-five (45) days following such
destruction or damage. If a party desires to exercise the
right to terminate this Lease as a result of a casualty, the party shall
exercise the right by giving the other party written notice of its election
to terminate within thirty (30) days after the damage or destruction, in
which event this Lease shall terminate fifteen (15) days after the date of
the notice. If neither Landlord nor Tenant exercises the right to terminate
this Lease, Landlord shall promptly commence the process of obtaining
necessary permits and approvals, and shall commence repair of the Premises
or the Building as soon as practicable and thereafter prosecute the repair
diligently to completion, in which event this Lease shall continue in full
force and effect. If Landlord fails to complete the repair and restoration
of the Premises or the Building within 180 days after the date of such fire
or other casualty, then Tenant may terminate this Lease by providing
written notice to Landlord.
(c) Limited Obligation to Repair. Landlord's obligation, should Landlord
elect or be obligated to repair or rebuild, shall be limited to the
Building shell, the Landlord's work and any improvements within the
Premises which existed as of the date of this Lease. Tenant, at its option
and expense, shall replace or fully repair all trade fixtures, equipment
and other improvements installed by Tenant and existing at the time of the
damage or destruction.
(d) Abatement of Rent. In the event of any damage or destruction to the
Premises which does not result in termination of this Lease, the Rent shall
be temporarily abated proportionately to the degree the Premises are
untenantable as a result of the damage or destruction, commencing from the
date of the damage or destruction and continuing during the period required
by Landlord to substantially complete its repair and restoration of the
Premises; provided, however, that nothing herein shall preclude Landlord
from being entitled to collect the full amount of any rent loss insurance
proceeds. Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the Premises, damage to Tenant's personal
property or any inconvenience occasioned by any damage, repair or
restoration.
(e) Damage Near End of Term and Extensive Damage. In addition to the rights
to termination under Subsection 11(b), either Landlord or Tenant shall have
the right to cancel and terminate this Lease as of the date of the
occurrence of destruction or damage if the Premises or the Building is
substantially destroyed or damaged (i.e., there is damage or destruction
which Landlord reasonably determines would require more than six (6) months
to repair, which determination shall be made, and notice given to Tenant
within 30 days after the date of occurrence of destruction or damage) and
made untenantable during the last twelve (12) months of the Term. Landlord
or Tenant shall give notice of its election to terminate this Lease under
this Subsection 11(e) within thirty (30) days after Landlord determines
that the damage or destruction would require more than six (6) months to
repair. If Landlord elects to terminate this Lease in accordance with this
section 11 (e), then Tenant may negate such election by exercising any
option it has to extend the Term. If neither Landlord nor Tenant elects to
terminate this Lease, the repair of the damage shall be governed by
Subsection 11(c).
(f) Insurance Proceeds. If this Lease is terminated, Landlord may keep all
the insurance proceeds resulting from the damage from policies maintained
by Landlord.
12. EMINENT DOMAIN. If all or any part of the Premises is taken for public or
quasi-public use by a governmental authority under the power of eminent domain
or is conveyed to a governmental authority in lieu of such taking, and if the
taking or conveyance causes the remaining part of the Premises to be
untenantable and inadequate for use by Tenant for the purpose for which they
were leased, then Tenant, at its option and by giving notice within fifteen (15)
days after the taking, may terminate this Lease as of the date Tenant is
required to surrender possession of the Premises. If a part of the Premises is
taken or conveyed but the remaining part is tenantable and adequate for Tenant's
use, then this Lease shall be terminated as to the part taken or conveyed as of
the date Tenant surrenders possession; Landlord shall make such repairs,
alterations and improvements as may be necessary to render the part not taken or
conveyed tenantable; and the Rent shall be reduced in proportion to the part of
the Premises taken or conveyed. All compensation awarded for the taking or
conveyance shall be the property of Landlord without any deduction therefrom for
any estate of Tenant, and Tenant hereby assigns to Landlord all its right, title
and interest in and to the award. Tenant shall have the right, however, to
recover from the governmental authority, but not from Landlord, such
compensation as may be awarded to Tenant on account of the interruption of
Tenant's business, moving and relocation expenses and removal of Tenant's trade
fixtures and personal property.
13. INDEMNITY AND INSURANCE.
(a) Indemnity. Tenant shall be responsible for, shall insure against, and
shall indemnify Landlord and Landlord's agents, employees and contractors
and hold them harmless from, any and all liability for any loss, damage or
injury to person or property occurring in, on or about the Premises, except
to the extent that such liability is the result of the gross negligence or
willful misconduct of Landlord, its agents, employees or contractors and
Tenant hereby releases Landlord and Landlord's agents, employees and
contractors from any and all liability for the same. Tenant's obligation to
indemnify Landlord and Landlord's agents, employees and contractors
hereunder shall include the duty to defend against any claims asserted by
reason of any loss, damage or injury, and to pay any judgments,
settlements, costs, fees and expenses, including attorneys' fees, incurred
in connection therewith.
(b) Insurance. At all times during the term of this Lease, Tenant shall
carry, at its own expense, for the protection of Tenant, Landlord and
Landlord's agents, employees and contractors, as their interests may
appear, one or more policies of comprehensive general public liability and
property damage insurance, issued by one or more insurance companies
acceptable to Landlord, with minimum coverage of One Million Dollars
($1,000,000) for injury to one person in any one accident, Three Million
Dollars ($3,000,000) for injuries to more than one person in any one
accident and Two Million Dollars ($2,000,000) in property damage per
accident and insuring against any and all liability for which Tenant is
responsible under this Lease. The insurance policy or policies shall name
Landlord and Landlord's agents, employees and contractors as additional
insureds, and shall provide that the policy or policies may not be canceled
on less than thirty (30) days' prior written notice to Landlord. Tenant
shall furnish Landlord with certificates evidencing the insurance. If
Tenant fails to carry the insurance and furnish Landlord with copies of all
the policies after a request to do so, Landlord shall have the right to
obtain the insurance and collect the cost thereof from Tenant as additional
Rent. Landlord shall obtain and throughout the Term shall maintain, with
companies qualified to do business in Connecticut, and adjusting insurance
coverages to reflect current values from time to time: fire, extended
coverage and so-called "all-risk" insurance, with coverage against
vandalism and malicious conduct, covering the Building and all improvements
made thereto, in an amount equal to one hundred percent (100%) of the full
replacement cost thereof above foundation walls.
14. ASSIGNMENT AND SUBLETTING.
(a) Landlord's Consent. Subject to Landlord's rights set forth in
Subsection (b) below, Tenant shall not assign, sublet or otherwise transfer
all or any portion of Tenant's interest in this Lease (collectively,
"sublet") without Landlord's prior written consent which consent Landlord
shall not unreasonably withhold. Any request made by Tenant for Landlord's
consent to a proposed sublet shall be made in writing and sent to Landlord
in accordance with the notice requirements of Section 35 of this Lease.
Landlord's consent shall not be deemed granted unless Landlord, within 15
days of the date any such notice is deemed received by Landlord, shall
advise Tenant in writing that Landlord's consent is granted. Consent by
Landlord to one sublet shall not be deemed to be a consent to any
subsequent sublet. The foregoing notwithstanding, no consent of Landlord
shall be required in the case of a sublet to wholly owned affiliates or
subsidiaries of Tenant or in connection with any merger, consolidation or
sale of substantially all of the assets of Tenant. Subject to Landlord's
rights set forth in Subsection (b) below, Tenant may assign, sublet or
otherwise transfer all or any portion of Tenant's interest in this Lease
(collectively, "sublet") to its said affiliate or subsidiary without
Landlord's prior written consent, provided, however, that no such
assignment or sublease shall relieve Tenant of its obligations under this
Lease. For purposes of this Subsection 14(a), the term "affiliate" means a
person or entity controlling, controlled by or under common control with
the Tenant.
(b) Effect of Sublet. Each sublet to which Landlords consent is required
per Subsection 14(a) above shall be by an instrument in writing, in a form
satisfactory to Landlord as evidenced by Landlord's written approval. Each
sublessee shall agree in writing, for the benefit of Landlord, to assume
(with respect to an assignment), to be bound by and to perform the terms,
conditions and covenants of this Lease to be performed by Tenant. Tenant
shall not be released from personal liability for the performance of each
term, condition and covenant of this Lease, and Landlord shall have the
right to proceed against Tenant without proceeding against the subtenant.
(c) Executed Counterparts. No sublet shall be valid nor shall any subtenant
take possession of the Premises until an executed counterpart of the
sublease has been delivered to Landlord and approved in writing.
15. DEFAULT.
(a) Tenant's Default. At the option of Landlord, a material breach of this
Lease by Tenant shall exist if any of the following events (severally,
"Event of Default"; collectively, "Events of Default") shall occur: (i) if
Tenant shall have failed to pay Rent, including Tenant's Percentage Share
of increased Operating Costs, or any other sum required to be paid
hereunder when due, together with interest at the Interest Rate, from the
date the amount became due through the date of payment, inclusive, where
such failure to pay continues for ten (10) days after written notice to
Tenant of such default, provided that Landlord shall not be required to
provide such notice and right to cure more than once in any twelve-month
period during the Term; (ii) if Tenant shall have failed to perform any
term, covenant or condition of this Lease except those requiring the
payment of money, and Tenant shall have failed to cure the breach within
thirty (30) days after written notice from Landlord if the breach could
reasonably be cured within the thirty (30) day period; provided, however,
if the failure could not reasonably be cured within the thirty (30) day
period, then Tenant shall not be in default unless it has failed to
promptly commence and thereafter continue to make diligent and reasonable
efforts to cure the failure as soon as practicable as reasonably determined
by Landlord; (iii) if Tenant shall have assigned its assets for the benefit
of its creditors; (iv) if the sequestration of, attachment of, or execution
on, any material part of the property of Tenant or on any property
essential to the conduct of Tenant's business shall have occurred, and
Tenant shall have failed to obtain a return or release of the property
within thirty (30) days thereafter, or prior to sale pursuant to any
sequestration, attachment or levy, whichever is earlier; (v) if Tenant
shall have abandoned the Premises; (vi) if a court shall have made or
entered any decree or order adjudging Tenant to be insolvent, or approving
as properly filed a petition seeking reorganization of Tenant, or directing
the winding up or liquidation of Tenant, and the decree or order shall have
continued for a period of thirty (30) days; (vii) if Tenant shall make or
suffer any transfer which constitutes a fraudulent or otherwise avoidable
transfer under any provision of the federal Bankruptcy Laws or any
applicable state law; or (viii) if Tenant shall have failed to comply with
the provisions of Section 23 or 25. For all purposes under this Lease,
Tenant shall not be deemed to be in default unless and until an Event of
Default occurs.
(b) Remedies Upon Tenant's Default. Upon and during the continuance of an
Event of Default, Landlord shall have the following remedies, in addition
to all other rights and remedies provided by law, equity, statute or
otherwise provided in this Lease, to which Landlord may resort cumulatively
or in the alternative:
(i) Landlord may continue this Lease in full force and effect, and
this Lease shall continue in full force and effect as long as Landlord
does not terminate Tenant's right to possession, and Landlord shall
have the right to collect Rent when due. During the period Tenant is
in default, Landlord may, if it so elects in its sole discretion (but
shall have no obligation to) enter the Premises pursuant to summary
process laws and relet it, or any part of it, to third parties for
Tenant's account, provided that any rent received which is in excess
of the Rent due hereunder shall be payable to Landlord. Tenant shall
be liable immediately to Landlord for all costs Landlord incurs in
reletting the Premises, including, without limitation, brokers'
commissions, expenses of cleaning and redecorating the Premises
required by the reletting and like costs. Reletting may be for a
period shorter or longer than the remaining Term of this Lease. Tenant
shall pay to Landlord the Rent and other sums due under this Lease on
the dates the Rent is due, less the Rent and other sums Landlord
receives from any reletting. No act by Landlord allowed by this
Subsection 15(b)(i) shall terminate this Lease unless Landlord
notifies Tenant in writing that Landlord elects to terminate this
Lease. Under all circumstances, Landlord shall use reasonable efforts
to mitigate damages resulting from any default by Tenant.
(ii) Landlord may terminate Tenant's right to possession of the
Premises at any time by giving written notice to that effect. No act
by Landlord other than giving written notice to Tenant shall terminate
this Lease. Acts of maintenance, efforts to relet the Premises or the
appointment of a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall not constitute a
termination of Tenant's right to
possession. On termination and repossession of the Premises pursuant
to summary process laws Landlord shall have the right to remove all
personal property of Tenant and store it at Tenant's cost and to
recover from Tenant as damages: (1) the worth at the time of award of
unpaid Rent and other sums due and payable which had been earned at
the time of termination; plus (2) the worth at the time of award of
the amount by which the unpaid Rent and other sums due and payable
which would have been payable after termination until the time of
award exceeds the amount of the Rent loss that Tenant proves could
have been reasonably avoided; plus (3) the worth at the time of award
of the amount by which the unpaid Rent and other sums due and payable
for the balance of the Term after the time of award exceeds the amount
of the Rent loss that Tenant proves could be reasonably avoided; plus
(4) any other amount necessary to compensate Landlord for any costs or
expenses incurred by Landlord: (a) in retaking possession of the
Premises, including reasonable attorneys' fees and costs therefor; (b)
maintaining or preserving the Premises for reletting to a new tenant,
including repairs or alterations to the Premises for the reletting;
(c) leasing commissions; (d) any other costs necessary or appropriate
to relet the Premises; and (e) at Landlord's election, such other
amounts in addition to or in lieu of the foregoing as may be permitted
from time to time by the laws of the State of Connecticut.
The "worth at the time of award" of the amounts referred to in Subsections
15(b)(ii)(1) and 15(b)(ii)(2) is computed by allowing interest at the
lesser of twelve percent (12%) per annum or the maximum rate permitted by
law, on the unpaid Rent and other sums due and payable from the termination
date through the date of award. The "worth at the time of award" of the
amount referred to in Subsection 15(b)(ii)(3) is computed by discounting
the amount at the prime rate plus one percent (1%).
(c) Landlord's Default. Landlord shall not be deemed to be in default in
the performance of any obligation required to be performed by Landlord
hereunder unless and until Landlord has failed to perform the obligation
within thirty (30) days after receipt of written notice by Tenant to
Landlord specifying wherein Landlord has failed to perform the obligation;
provided, however, that if the nature of Landlord's obligation is such that
more than thirty (30) days are required for its performance, then Landlord
shall not be deemed to be in default if Landlord shall commence the
performance within the thirty (30) day period and thereafter shall
diligently prosecute the same to completion.
16. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS. If Tenant shall at any time
fail to make any payment or perform any other act on its part to be made or
performed under this Lease and such failure continues beyond all applicable
notice, grace and cure periods, then Landlord may, but shall not be obligated
to, make the payment or perform any other act to the extent Landlord may deem
desirable and, in connection therewith, pay reasonable expenses and employ
counsel at reasonable rates. Any payment or performance by Landlord shall not
waive or release Tenant from any obligations of Tenant under this Lease. All
reasonable sums so paid by Landlord, and all penalties, interest and costs in
connection therewith, shall be due and payable by Tenant within ten (10) days
after receipt of Landlord's invoice requesting payment, together with interest
thereon at the Interest Rate, from that date to the date of payment thereof by
Tenant to Landlord, plus collection costs and attorneys' fees. Landlord shall
have the same rights and remedies for the nonpayment thereof as in the case of
default in the payment of Rent.
17. SECURITY DEPOSIT. Tenant has deposited with Landlord the Security Deposit,
in the amount specified in the Basic Lease Information, as security for the full
and faithful performance of every provision of this Lease to be performed by
Tenant. If Tenant defaults with respect to any provision of this Lease, Landlord
may use, apply or retain all or any part of the Security Deposit for the payment
of any Rent or other sum in default, for the payment of any amount which
Landlord may expend or become obligated to expend by reason of Tenant's default,
or to compensate Landlord for any loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of the Security Deposit is used or
applied, Tenant shall deposit with Landlord, within ten (10) days after written
demand therefor, cash in an amount sufficient to restore the Security Deposit to
its original amount. Landlord shall not be required to keep the Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest on
the Security Deposit. The balance of the Security Deposit shall be returned to
Tenant within 30 days after the termination of this Lease and vacation of the
Premises by Tenant.
18. SURRENDER OF PREMISES. By taking possession of the Premises, Tenant shall be
deemed to have accepted the Premises and the Property in good, clean and
completed condition and repair, subject to all
applicable laws, codes and ordinances, except as may otherwise be provided in
the Lease. On the expiration or early termination of this Lease, Tenant shall
surrender the Premises to Landlord in the condition required pursuant to Section
9(c) and 10(b). Tenant shall remove from the Premises all of Tenant's personal
property and any trade fixtures that Tenant removes pursuant to Section
9(c).Tenant shall repair damage or perform any restoration work required by the
removal. If Tenant fails to remove any such personal property or trade fixtures
after the end of the Term, Landlord may remove the property and store it at
Tenant's expense, including interest at the Interest Rate. If said property has
been stored for a period in excess of ninety (90) days, Landlord shall be free
to dispose of same in any way it deems practicable. If disposed of by sale,
Landlord shall be entitled to all proceeds.
19. HOLDING OVER. If Tenant remains in possession of all or any part of the
Premises after the expiration of the Term or the termination of this Lease, the
tenancy shall be month-to-month only and shall not constitute a renewal or
extension for any further term. In such event, Base Rent shall be increased in
an amount equal to one hundred fifty percent (150%) of the Base Rent during the
last month of the Term (including any extensions), and any other sums due under
this Lease shall be payable in the amount, and at the times, specified in this
Lease. The month-to-month tenancy shall be subject to every other term,
condition, covenant and agreement contained in this Lease and Tenant shall
vacate the Premises immediately upon Landlord's request.
20. ACCESS TO PREMISES. Tenant shall permit Landlord and its agents to enter the
Premises at all times upon reasonable notice, except in the case of an emergency
(in which event no notice shall be necessary), to inspect the Premises; to show
the Premises to interested parties such as prospective mortgagors, purchasers
and tenants; to make necessary alterations, additions, improvements or repairs
either to the Premises, the Building, or other premises within the Building; and
to discharge Tenant's obligations hereunder when Tenant has failed to do so
within a reasonable time after written notice from Landlord. The above rights
are subject to reasonable security regulations of Tenant, and to the requirement
that Landlord shall at all times act in a manner to cause the least possible
interference with Tenant's operations.
21. SIGNS. Landlord shall include Tenant's name on the building directory at
Landlord's expense on a one-time basis. Any changes shall be at Tenant's
expense. The size, design, color, location and other physical aspects of any
sign in the Building shall be subject to the Rules and Landlord's approval prior
to installation, and to any appropriate municipal or other governmental
approvals. The costs of any other permitted sign, and the costs of its
installation, maintenance and removal, shall be at Tenant's sole expense, except
that the suite identification sign adjacent to the door shall be installed at
Landlord's expense as a part of the Tenant Allowance.
22. WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant each hereby waives and releases the other
of and from any and all rights of recovery, claim, action or cause of action
against the other, its subsidiaries, directors, agents, officers and employees,
for any loss or damage that may occur in the Premises, the Building or the
Property; to improvements to the Building or personal property (building
contents) within the Building; or to any furniture, equipment, machinery, goods
and supplies not covered by this Lease which Tenant may bring or obtain upon the
Premises or any additional improvements which Tenant may construct on the
Premises by reason of fire, the elements or any other cause which is required to
be insured against under this Lease, regardless of cause or origin, including
negligence of Landlord or Tenant and their agents, subsidiaries, directors,
officers and employees, to the extent insured against under the terms of any
insurance policies carried by Landlord or Tenant and in force at the time of any
such damage, but only if the insurance in question permits such a partial
release in connection with obtaining a waiver of subrogation from the insurer.
Because this Section will preclude the assignment of any claim mentioned in it
by way of subrogation or otherwise to an insurance company or any other person,
each party to this Lease agrees immediately to give to each insurance company
written notice of the terms of the mutual waivers contained in this Section and
to have the insurance policies properly endorsed, if necessary, to prevent the
invalidation of the insurance coverages by reason of the mutual waivers
contained in this Section.
23. SUBORDINATION.
(a) Subordinate Nature. Except as provided in Subsection 23(b), this Lease
is subject and subordinate to all ground and underlying leases, mortgages
and deeds of trust which now affect the Property, the Building or the
Premises, to the Declaration, and to all renewals, modifications,
consolidations, and extensions thereof, but only if the Holder or Lessor
(as those terms are defined below) enters into a recordable agreement with
Tenant, in form and substance
reasonably acceptable to Tenant, providing that such Holder or Lessor will,
in foreclosing against (or accepting a deed in lieu of foreclosure) or in
taking possession of the Property, the Building or any portion thereof, or
in otherwise exercising any of its rights under the lease, mortgage or deed
of trust, be bound as landlord by, and will not disturb Tenant's possession
of the Premises or any of Tenant's rights under, this Lease, so long as
there shall not exist any default by Tenant beyond all applicable notice,
grace and cure periods. Within ten (10) business days after Landlord's
written request therefor, Tenant shall execute any and all documents in
form reasonably required by Landlord, the lessor under any future ground or
underlying lease ("Lessor"), or the holder or holders of any future
mortgage or deed of trust ("Holder") to make this Lease subordinate to the
lien of any lease, mortgage or deed of trust, as the case may be, but only
if Tenant receives such recognition and non-disturbance agreement.
(b) Possible Priority of Lease. If a Lessor or a Holder advises Landlord
that it desires or requires this Lease to be prior and superior to a lease,
mortgage or deed of trust, Landlord may notify Tenant. Within ten (10) days
of Landlord's notice, Tenant shall execute, have acknowledged and deliver
to Landlord any and all documents or instruments, in the form presented to
Tenant, which Landlord, Lessor or Holder deems reasonably necessary or
desirable to make this Lease prior and superior to the lease, mortgage or
deed of trust.
24. TRANSFER OF THE PROPERTY. Upon transfer of the Property and assignment of
this Lease, Landlord shall be entirely freed and relieved of all liability under
any and all of its covenants and obligations contained in or derived from this
Lease occurring after the consummation of the transfer and assignment, and from
all liability for the Security Deposit. Tenant shall attorn to any entity
purchasing or otherwise acquiring the Premises at any sale or other proceeding,
provided such entity shall assume the obligations of Landlord hereunder from and
after any such acquisition.
25. ESTOPPEL CERTIFICATES. Within ten business (10) days following written
request by Landlord, Tenant shall execute and deliver to Landlord an estoppel
certificate, in the form prepared by Landlord. The certificate shall: (a)
certify that this Lease is unmodified and in full force and effect or, if
modified, state the nature of the modification and certify that this Lease, as
so modified, is in full force and effect, and the date to which the Rent and
other charges are paid in advance, if any; (b) acknowledge that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
or if there are uncured defaults on the part of the Landlord, state the nature
of the uncured defaults; and (c) evidence the status of the Lease as may be
required either by a lender making a loan to Landlord to be secured by deed of
trust or mortgage covering the Premises or a purchaser of the Property from
Landlord.
26. MORTGAGEE PROTECTION. In the event of any default on the part of Landlord,
Tenant will give notice by registered or certified mail to any beneficiary of a
deed of trust or mortgagee of a mortgage covering the Property who has entered
into a nondisturbance and attornment agreement with Tenant or who has notified
Tenant of the identity and address of the person to whom such notice should be
sent and shall offer the beneficiary or mortgagee a reasonable opportunity to
cure the default, including time to obtain possession of the Property or the
Premises by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure.
27. ATTORNEYS' FEES. If either party shall bring any action or legal proceeding
for damages for an alleged breach of any provision of this Lease, to recover
rent or other sums due, to terminate the tenancy of the Premises or to enforce,
protect or establish any term, condition or covenant of this Lease or right of
either party, the prevailing party shall be entitled to recover, as a part of
the action or proceedings, or in a separate action brought for that purpose,
such reasonable attorneys' fees and court costs as may be fixed by the court or
jury.
28. BROKERS. Landlord and Tenant each warrant and represent to each other that
it has had no dealings with any real estate broker or agent in connection with
the negotiation of this Lease, except for the brokers(s) specified in the Basic
Lease Information, whose commissions shall be paid by Landlord pursuant to
separate agreements, and that it knows of no other real estate broker or agent
who is or might be entitled to a commission in connection with this Lease.
Landlord and Tenant shall indemnify and hold each other harmless from and
against any and all liabilities or expenses arising out of claims made by any
other broker or individual for commissions or fees resulting from this Lease.
29. PARKING. Tenant shall have the right, without additional charge during the
initial Term of this Lease, to park forty-four (44) cars in the Building's
parking garage and/or surface parking, exclusive of reserved parking areas, in
common with other tenants of the Building upon terms and conditions as may
from time to time be established by Landlord. All such spaces shall be
unreserved. Tenant agrees not to use in excess of its proportionate share of
parking facilities and agrees to cooperate with Landlord and other tenants in
the use of the parking facilities. Landlord reserves the right, in its absolute
discretion, to determine whether the parking facilities are becoming crowded and
to allocate and assign parking spaces among Tenant and the other tenants,
provided that at all times Tenant shall have use of a minimum of 44 parking
spaces in the Building's garage and/or surface parking areas. Landlord shall not
be liable to Tenant, nor shall this Lease be affected, if any parking is
impaired by moratorium, initiative, referendum, law, ordinance, regulation or
order passed, issued or made by any governmental or quasi-governmental body.
30. UTILITIES AND SERVICES. Landlord agrees to furnish, or cause to be
furnished, to the Premises the utilities and services described in the standards
for Utilities and Services, set forth in Exhibit D subject to the conditions and
in accordance with the standards set forth therein. Landlord shall not be liable
for, and Tenant shall not be entitled to any abatement or reduction of Rent by
reason of, no eviction of Tenant shall result from and, further, Tenant shall
not be relieved from the performance of any covenant or agreement in this Lease
because of, Landlord's failure to furnish any of the foregoing when the failure
is not caused by Landlord's gross negligence or willful misconduct, but rather
is caused by accident, breakage, or repairs, strikes, lockouts or other labor
disturbance or labor dispute of any character, governmental regulation,
moratorium or other governmental action, inability despite the exercise of
reasonable diligence to obtain electricity, water or fuel, or by any other cause
beyond Landlord's reasonable control. In the event of any failure, stoppage or
interruption thereof, Landlord shall diligently attempt to resume service. If
such interruption of service (other than that caused by casualty or
condemnation) shall continue for more than ten (10) consecutive days, the Rent
payable by Tenant hereunder shall abate, based upon the portion or portions of
the Premises affected by such interruption of service and the degree of adverse
effect of the interruption upon the normal conduct of Tenant's business at the
Premises, until such interruption is remedied.
31. ACCEPTANCE. Delivery of this Lease, duly executed by Tenant, constitutes an
offer to lease the Premises as set forth herein, and under no circumstances
shall such delivery be deemed to create an option or reservation to lease the
Premises for the benefit of Tenant. This Lease shall become effective and
binding only upon execution hereof by Landlord and delivery of a signed copy to
Tenant. Upon acceptance of Tenant's offer to lease under the terms hereof and
receipt by Landlord of the Rent for the first month of the Term in connection
with Tenant's submission of the offer, Landlord shall be entitled to retain the
sums and apply them to damages, costs and expenses incurred by Landlord if
Tenant fails to occupy the Premises. If Landlord rejects the offer, the sums
shall be returned to Tenant.
32. USE OF BUILDING NAME. Tenant shall not employ the name of the Building nor
the name of the business in which the Building is located in the name or title
of its business or occupation without Landlord's prior written consent, which
consent Landlord may withhold in its sole discretion. Landlord reserves the
right to change the name of the Building without Tenant's consent and without
any liability to Landlord.
33. RECORDING. Neither the Landlord nor Tenant shall record this Lease or a
notice of this Lease without the prior written consent of the other. However,
this subsection will not preclude Tenant from disclosing this Lease if required
pursuant to SEC regulations.
34. INTENTIONALLY OMITTED
35. NOTICES. Any notice or demand required or desired to be given under this
Lease shall be in writing and shall be given by hand delivery, electronic
facsimile or the United States mail. Notices which are sent by electronic
facsimile shall be deemed to have been given upon receipt. Notices which are
mailed shall be deemed to have been given when seventy-two (72) hours have
elapsed after the notice was deposited in the United States mail, registered or
certified, the postage prepaid, addressed to the party to be served. As of the
date of execution of this Lease, the addresses of Landlord and Tenant are as
specified in the Basic Lease Information. Either party may change its address by
giving notice of the change in accordance with this Section.
36. LANDLORD'S EXCULPATION. In the event of default, breach or violation by
Landlord (which term includes Landlord's partners, co-venturers and co-tenants,
and officers, directors, employees, agents and representatives of Landlord and
Landlord's members, managers, partners, co-venturers and co-tenants) of any of
Landlord's obligations under this Lease, Landlord's liability to Tenant shall be
limited to its ownership interest in the Building and Property or the proceeds
of a public sale of the ownership interest
pursuant to the foreclosure of a judgment against Landlord. Landlord shall not
be personally liable, or liable in any event, for any deficiency beyond its
ownership interest in the Building and Property.
37. ADDITIONAL STRUCTURES. Any diminution or interference with light, air or
view by any structure which may be erected on land adjacent to the Building
shall in no way alter this Lease or impose any liability on Landlord.
38. GENERAL.
(a) Captions. The captions and headings used in this Lease are for the
purpose of convenience only and shall not be construed to limit or extend
the meaning of any part of this Lease.
(b) Time. Time is of the essence for the performance of each term,
condition and covenant of this Lease.
(c) Severability. If any provision of this Lease is held to be invalid,
illegal or unenforceable, the invalidity, illegality, or unenforceability
shall not affect any other provision of this Lease, but this Lease shall be
construed as if the invalid, illegal or unenforceable provision had not
been contained herein.
(d) Choice of Law; Construction. This Lease shall be construed and enforced
in accordance with the laws of the State of Connecticut. The language in
all parts of this Lease shall in all cases be construed as a whole
according to its fair meaning and not strictly for or against either
Landlord or Tenant.
(e) Gender; Singular, Plural. When the context of this Lease requires, the
neuter gender includes the masculine, the feminine, a partnership or
corporation or joint venture, and the singular includes the plural.
(f) Binding Effect. The covenants and agreements contained in this Lease
shall be binding on the parties hereto and on their respective successors
and assigns (to the extent this Lease is assignable).
(g) Waiver. The waiver of Landlord of any breach of any term, condition or
covenant of this Lease shall not be deemed to be a waiver of the provision
or any subsequent breach of the same or any other term, condition or
covenant of this Lease. The subsequent acceptance of Rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach at the
time of acceptance of the payment. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord or Tenant unless the
waiver is in writing signed by the party to whom performance is owed.
(h) Entire Agreement. This Lease is the entire agreement between the
parties, and there are no agreements or representations between the parties
except as expressed herein. Except as otherwise provided herein, no
subsequent change or addition to this Lease shall be binding unless in
writing and signed by the parties hereto.
(i) Waiver of Jury. To the extent permitted by law, Landlord and Tenant
each hereby waives any right it may have to a jury trial in the event of
litigation between Tenant and Landlord pertaining to this Lease.
(j) Counterparts. This Lease may be executed in counterparts, each of which
shall be an original, but all counterparts shall constitute one (1)
instrument.
(k) Exhibits. The Basic Lease Information, the executed Workletter, and all
exhibits attached hereto are hereby incorporated herein and made an
integral part hereof.
39. OPTIONS TO EXTEND TERM.
(a) Option Period. So long as Tenant is not in default under this Lease,
either at the time of exercise or at the time the extended term commences,
Tenant will have two (2) options to extend the initial ten (10) year term
of this Lease each for an additional period of five (5) years (each an
"Option Period") on the same terms, covenants, and conditions of this
Lease, except that the monthly Base Rent during each such Option Period
will be determined at a mutually acceptable rate as negotiated between the
Tenant and the Landlord. Tenant will exercise its option by giving Landlord
written notice ("Option Notice") at least one hundred eighty (180) days but
not more than three hundred sixty-five (365) days prior to the expiration
of the initial term of this Lease, or any then applicable Option Period;
provided, however that Tenant may elect to exercise both of its options to
extend the Term simultaneously, in which case Tenant shall not make such
election prior to the date that is 365 days prior to the expiration of the
initial term of this lease. If Tenant elects to exercise both options to
extend the Term simultaneously, then the Base Rent shall be adjusted at the
commencement of the Option Period and again in year six (6) of the Option
Period.
(b) Option Period Monthly Rent. The monthly rent for each such option
period will be determined as follows::
(i) Landlord and Tenant will have fifteen (15) business days after
Landlord receives the Option Notice within which to agree on the
then-fair market rental value of the Premises as defined in Subsection
(b)(iii) below; provided, however, that the Base Rent for the Option
Period shall be equal to ninety-five percent (95%) of the then-fair
market rental value (except that if prior to the commencement of the
Option Period Tenant has sublet its interest in all or any portion of
the Premises, other than a sublet pursuant to Subsection 14(a) that
does not require Landlord's consent to a subsidiary or successor by
merger of Tenant, the Base Rent for the Option Period shall be equal
to one hundred (100%) percent of the then-fair market value). If they
agree on the Base Rent for the Option Period within fifteen (15)
business days, they will amend this Lease by stating the new Base
Rental for the Option Period.
(ii) If they are unable to agree on the Base Rent for the Option
Period within fifteen (15) business days, then, Base Rent for the
Option Period will be 95% of the then-fair market rental value of the
Premises as determined in accordance with Subsection b(iv) below.
(iii) The "then-fair market rental value of the Premises" means what a
Landlord under no compulsion to lease the Premises and a Tenant under
no compulsion to lease the Premises would determine as Base Rent for
such option period, as of the commencement of that option period,
taking into consideration the uses permitted under this Lease, the
quality, size, design, and location of the Premises, and the rent for
comparable buildings located in the vicinity of Hamden, Connecticut.
(iv) Within seven business (7) days after the expiration of the
fifteen (15) business day period set forth in paragraph b (ii),
Landlord and Tenant will each appoint a real estate appraiser with at
least five (5) years' full-time commercial appraisal experience in the
area in which the Premises are located to appraise the then-fair
market rental value of the Premises. If either Landlord or Tenant does
not appoint an appraiser within ten (10) business days after the other
has given notice of the name of its appraiser, the single appraiser
appointed will be the sole appraiser and will set the then-fair market
rental value of the Premises. If two appraisers are appointed pursuant
to this paragraph, they will meet promptly and attempt to set the
then-fair market rental value of the Premises. If they are unable to
agree within thirty (30) days after the second appraiser has been
appointed, they will attempt to elect a third appraiser meeting the
qualifications stated in this paragraph within ten (10) business days
after the last day the two appraisers are given to set the then fair
market rental value of the premises. If they are unable to agree on
the third appraiser, either Landlord or Tenant, by giving ten (10)
business days' prior notice to the other, can apply to American
Arbitration Association for the selection of a third appraiser who
meets the qualifications stated in this paragraph. Landlord and Tenant
will bear one-half (1/2) of the cost of appointing the third appraiser
and of paying the third appraiser's fee. The third appraiser, however
selected, must be a person who has not previously acted in any
capacity for either Landlord or Tenant.
Within thirty (30) days after the selection of the third appraiser, a majority
of the appraisers will set the then-fair market rental value of the Premises. If
a majority of the appraisers are unable to set the then-fair market rental value
of the Premises within thirty (30) days after selection of the third appraiser,
the three appraisals will be averaged and the average will be the then-fair
market rental value of the Premises.
IN WITNESS WHEREOF, the parties have executed this Lease effective as of
the date first above written.
"LANDLORD"
2319 HAMDEN CENTER I, L.L.C.,
a Connecticut limited liability company
By Hamden Center Investors, Inc.,
its Manager
By /s/ Richard L. Tolentino
-------------------------------------
Its Designated Agent
"TENANT"
TransAct Technologies Incorporated
By /s/ Steven A. DeMartino
-------------------------------------
Its Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
EXHIBIT A
PREMISES
Suite 3-B, approximately 11,075 rentable square feet, on the third floor of
the building known as One Hamden Center, 2319 Whitney Avenue, Hamden CT 06518
EXHIBIT A-1
PROPERTY LEGAL DESCRIPTION
EXHIBIT B
LANDLORD'S WORK
Subject to and in accordance with the terms of the Workletter attached hereto
and made a part hereof as EXHIBIT B-1, Landlord will cause the work described on
EXHIBIT B-2 attached hereto and made a part hereof to be performed.
EXHIBIT B-1
Workletter
[REPLACE WITH NEW WORKLETTER AS DRAFTED BY TENANT]
EXHIBIT B-2
1. Demolition of all existing improvements as required
2. Ceiling grid and tiles;
3. lighting;
4. walls, wall coverings & painting;
5. doors, millwork, kitchen cabinets & shelving;
6. door hardware;
7. window blinds;
8. floor coverings; and,
9. plumbing for sinks
EXHIBIT C
RULES AND REGULATIONS
1. No sign, placard, picture, advertisement, name or notice shall be installed
or displayed on any part of the outside or inside of the Building without
the prior written consent of Landlord. Landlord shall have the right to
remove, at Tenant's expense and without notice, any sign installed or
displayed in violation of this rule. All approved signs or lettering on
doors and walls shall be printed, painted, affixed or inscribed at the
expense of Tenant by a person chosen by Landlord.
2. The directory of the Building will be provided exclusively for the display
of the name and location of tenants, and Landlord reserves the right to
exclude any other names therefrom. Tenant shall pay Landlord's standard
charge for any changes to Tenant's initial listing (which initial listing
shall be completed at Landlord's expense) which may be requested by Tenant.
3. Except as consented to in writing by Landlord or in accordance with
Building standard improvements, no draperies, curtains, blinds, shades,
screens or other devices shall be hung at or used in connection with any
window or exterior door or doors of the Premises. No awning shall be
permitted on any part of the Premises. Tenant shall not place anything
against or near glass partitions or doors or windows which may appear
unsightly from outside the Premises.
4. Tenant shall not obstruct any sidewalks, halls, lobbies, passages, exits,
entrances, elevators or stairways of the Building. Subject to the
provisions of Lease Paragraph 9a, Tenant and no employee or invitee of
Tenant shall go upon the roof of the Building or make any roof or terrace
penetrations without Landlord's prior written consent. Tenant shall not
allow anything to be placed on the outside terraces or balconies without
the prior written consent of Landlord.
5. All cleaning and janitorial services for the Building shall be provided
exclusively through Landlord, and, except with the written consent of
Landlord, no person or persons other than those approved by Landlord shall
be employed by Tenant or permitted to enter the Building for the purpose of
cleaning. Tenant shall not cause any unnecessary labor by carelessness or
indifference to the good order and cleanliness of the Premises. Landlord
shall not in any way be responsible to any Tenant for any loss of property
on the Premises, however occurring, or for any damage to any Tenant's
property by the janitor or any other employee or person.
6. Landlord acknowledges that Tenant may install, at Tenant's expense, a card
key entry system at the Premises, provided that Tenant shall provide
Landlord with the appropriate card to allow access in the in accordance
with the terms of the Lease, and shall deliver to Landlord, upon the
termination of its tenancy, the card keys, and all equipment and other
information necessary to operate all locks for doors in the Premises.
7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions
for their installation.
8. The elevators shall be available for use by all tenants in the Building,
subject to reasonable scheduling as Landlord in its discretion shall deem
appropriate. No equipment, materials, furniture, packages, supplies,
merchandise or other property will be received in the Building or carried
in the elevators except between the hours, in the manner and in the
elevators as may be designated by Landlord.
9. Tenant shall not place a load upon any floor of the Premises which exceeds
the maximum load per square foot which the floor was designed to carry and
which is allowed by law. Tenant's business machines and mechanical
equipment which cause noise or vibration which may be transmitted to the
structure of the Building or to any space therein, and which is
objectionable to Landlord or to any tenants in the Building, shall be
placed and maintained by Tenant, at Tenant's expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration.
10. Tenant shall not use or keep in the Premises any toxic or hazardous
materials or any kerosene, gasoline or inflammable or combustible fluid or
material other than those limited quantities necessary for the operation or
maintenance of office equipment. Tenant shall not use or permit to
be used in the Premises any foul or noxious gas or substance, or permit or
allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of
noise, odors or vibrations. No animal, except seeing eye dogs when in the
company of their masters, may be brought into or kept in the Building.
11. Tenant shall not use any method of heating or air-conditioning other than
that supplied by Landlord, unless Tenant receives the prior written consent
of Landlord.
12. Tenant shall cooperate fully with Landlord to assure the most effective
operation of the Building's heating and air-conditioning and to comply with
any governmental energy-saving rules, laws or regulations of which Tenant
has actual notice. Tenant shall refrain from attempting to adjust controls
other than room thermostats installed for Tenant's use. Tenant shall keep
corridor doors and sliding glass doors closed, and shall close window
coverings at the end of each business day.
13. Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building.
14. Landlord reserves the right to exclude any person from the Building between
the hours of 6:00 p.m. and 8:00 a.m. the following day, or any other hours
as may be established from time to time by Landlord, and on Saturdays,
Sundays and legal holidays, unless that person is known to the person or
employee in charge of the Building and has a pass or is properly
identified. Tenant shall be responsible for all persons for whom it
requests passes and shall be liable to Landlord for all acts of those
persons. Landlord shall not be liable for damages for any error in
admitting or excluding any person from the Building. Landlord reserves the
right to prevent access to the Building by closing the doors or by other
appropriate action in case of invasion, mob, riot, public excitement or
other commotion.
15. Tenant shall close and lock the doors of its Premises, shut off all water
faucets or other water apparatus and turn off all lights and other
equipment which is not required to be continuously run. Tenant shall be
responsible for any damage or injuries sustained by other tenants or
occupants of the Building or Landlord for noncompliance with this Rule.
16. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than that for which they were
constructed, and no foreign substance of any kind whatsoever shall be
placed therein. The expense of any breakage, stoppage or damage resulting
from any violation of this rule shall be borne by the tenant who, or whose
employees or invitees, shall have caused it.
17. Subject to the provisions of Lease Paragraph 9a, Tenant shall not install
any radio or television antenna, loudspeaker or other device on the roof or
exterior walls of the Building without Landlord's prior written consent,
which consent shall not be unreasonably withheld or delayed. Tenant shall
not interfere with radio or television broadcasting or reception from or in
the Building or elsewhere.
18. Tenant shall not cut or bore holes for wires in the partitions, woodwork or
plaster of the Premises. Tenant shall not affix any floor covering to the
floor of the Premises in any manner except as approved by Landlord. Tenant
shall repair, or be responsible for the cost of repair of any damage
resulting from noncompliance with this Rule.
19. Tenant shall not install, maintain or operate upon the Premises any vending
machine without the prior written consent of Landlord.
20. Canvassing, soliciting and distributing handbills or any other written
material and peddling in the Building are prohibited, and each tenant shall
cooperate to prevent these activities.
21. Landlord reserves the right to exclude or expel from the Building any
person who, in Landlord's judgment, is intoxicated or under the influence
of liquor or drugs, or who is in violation of any of the Rules and
Regulations of the Building.
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22. Tenant shall store all its trash and garbage within its Premises. Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage
disposal within the Building. All garbage and refuse disposal shall be made
in accordance with directions issued from time to time by Landlord.
23. Use by Tenant of Underwriters' Laboratory approved equipment for brewing
coffee, tea, hot chocolate and similar beverages and microwaving food shall
be permitted, provided that the equipment and use is in accordance with all
applicable federal, state, county and city laws, codes, ordinances, rules
and regulations.
24. Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant, except as Tenant's
address, without the written consent of Landlord.
25. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental
agency. Tenant shall be responsible for any increased insurance premiums
attributable to Tenant's use of the Premises, Building or Property.
26. Tenant assumes any and all responsibility for protecting its Premises from
theft and robbery, which responsibility includes keeping doors locked and
other means of entry to the Premises closed.
27. Tenant shall not use the Premises, or suffer or permit anything to be done
on, in or about the Premises, which may result in an increase to Landlord
in the cost of insurance maintained by Landlord on the Building and Common
Areas.
28. Tenant's requests for assistance will be attended to only upon appropriate
application to the office of the Building by an authorized individual.
Employees of Landlord shall not perform any work or do anything outside of
their regular duties unless under special instructions from Landlord, and
no employee of Landlord will admit any person (Tenant or otherwise) to any
office without specific instructions from Landlord.
29. Tenant shall not park its vehicles in any parking areas designated by
Landlord as areas for parking by visitors to the Building or other reserved
parking spaces. Tenant shall not leave vehicles in the Building parking
areas overnight, nor park any vehicles in the Building parking areas other
than automobiles, motorcycles, motor driven or non-motor driven bicycles or
four-wheeled trucks. Tenant, its agents, employees and invitees shall not
park any one (1) vehicle in more than one (1) parking space.
30. The scheduling and manner of all Tenant move-ins and move-outs shall be
subject to the discretion and approval of Landlord, and move-ins and
move-outs shall take place only after 6:00 p.m. on weekdays, on weekends,
or at other times as Landlord may designate. Landlord shall have the right
to approve or disapprove the movers or moving company employed by Tenant,
and Tenant shall cause the movers to use only the entry doors and elevators
designated by Landlord. If Tenant's movers damage the elevator or any other
part of the Property, Tenant shall pay to Landlord the amount required to
repair the damage.
31. Smoking is not permitted within the Premises or other portions of the
Building, except in such building location(s), if any, which Landlord may
at its sole discretion from time to time maintain for the convenience of
all tenants.
32. Landlord may waive any one or more of these Rules and Regulations for the
benefit of Tenant or any other tenant (provided any such waiver in favor of
any other tenant shall be deemed a waiver in favor of Tenant) but no waiver
by Landlord shall be construed as a waiver of the Rules and Regulations in
favor of any other tenant, nor prevent Landlord from thereafter enforcing
the Rules and Regulations against any or all of the tenants of the
Building.
33. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Building.
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34. Landlord reserves the right to make other reasonable Rules and Regulations
as, in its judgment, may from time to time be needed for safety and
security, for care and cleanliness of the Building and for the preservation
of good order therein. Tenant agrees to abide by all Rules and Regulations
hereinabove stated and any additional rules and regulations which are
adopted.
35. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and
guests.
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EXHIBIT D
UTILITIES AND SERVICES
The standards set forth below for Utilities and Services are in effect.
Landlord reserves the right to adopt nondiscriminatory modifications and
additions hereto, which do not materially affect Tenant's rights. Landlord shall
give notice to Tenant, in accordance with provisions of this Lease, of material
modification and additions.
1. PROVISION BY LANDLORD. Landlord shall:
(a) ELEVATOR. Provide unattended automatic elevator facilities Monday
through Friday, except holidays, from 7:00 a.m. to 7:00 p.m., and Saturday
from 8:00 a.m. to 1:00 p.m. ("Building Standard Hours") and have at least
one elevator available at all other times.
(b) VENTILATION.
(i) Ventilate the Premises and furnish air-conditioning or heating
during Building Standard Hours (and at other times for the additional
charges described in Paragraph 2 to the extent required for the comfortable
occupancy of the Premises) subject to governmental regulation and the
provisions of subparagraph (ii) below. The air-conditioning system achieves
maximum cooling when the window coverings and sliding glass doors are
closed. Landlord shall not be responsible for room temperatures if Tenant
does not keep all sliding glass doors in the Premises closed whenever the
system is in operation. Tenant shall cooperate to the best of its ability
at all times with Landlord and shall abide by all reasonable regulations
and requirements which Landlord may prescribe for the proper functioning
and protection of the air-conditioning system. Tenant shall not connect any
apparatus, device, conduit or pipe to the Building's chilled and hot water
air-conditioning supply lines. Tenant and Tenant's servants, employees,
agents, visitors, licensees or contractors shall not enter at any time the
mechanical installations or facilities of the Building, or adjust, tamper
with, touch or otherwise in any manner affect the installations or
facilities. If any installation of partitions, equipment or fixtures by
Tenant necessitates the re-balancing of the climate control equipment in
the Premises, the re-balancing shall be performed by Landlord at Tenant's
expense.
(c) ELECTRICITY. Subject to the provisions of Paragraph 2, furnish to the
Premises electric current as required by the Building standard office
lighting and equipment installed by Tenant in the Premises. Tenant's
electrical consumption shall be separately sub-metered, such sub-meter
installed and maintained by Landlord at its sole expense, and Tenant shall
reimburse Landlord monthly, as Additional Rent, for the measured
consumption as set forth in an invoice from Landlord accompanied by such
documentation as is reasonably sufficient to substantiate such changes.
Tenant shall not connect any apparatus or device with wires, conduits or
pipes, or other means by which the services are supplied, for the purpose
of using additional or unusual amounts of the services without the prior
written consent of Landlord. Unless expressly authorized by Landlord in
writing, at all times Tenant's use of electric current shall not exceed the
capacity of the feeders to the Building or the risers or wiring
installation. The foregoing notwithstanding, Landlord shall make a minimum
of 6 Watts per rentable square foot available for Tenant's use for
connected load.
(d) WATER. Make water available in public areas for drinking and lavatory
purposes only.
(e) JANITORIAL SERVICE. Provide building standard janitorial service to the
Premises, as set forth on Exhibit G, provided the Premises are used
exclusively as offices, and are kept reasonably in order by Tenant. Tenant
shall pay to Landlord any cost incurred by Landlord for janitorial services
in excess of those generally provided for other tenants in the Building.
Tenant shall pay to Landlord the cost of removal of any of Tenant's refuse
and rubbish.
2. ADDITIONAL CHARGES. Landlord may impose a charge equal to Landlord's
actual incremental cost, without mark-up, in providing such utilities or
services, including, without limitation any necessary maintenance personnel
costs, for any utilities and services, including without limitation any
necessary air-conditioning, electric current, water and janitorial service,
required to be provided by Landlord by reason of (i) any use of the Premises at
any time other than during Building Standard Hours;
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(ii) any use beyond what Landlord agrees to furnish as described above; or (iii)
special electrical, cooling and ventilating needs created in certain areas by
hybrid telephone equipment, computers and other similar equipment or uses.
3. RULES AND REGULATIONS. Tenant agrees to cooperate at all times with
Landlord and to abide by all reasonable regulations and requirements which
Landlord may prescribe for the use of the utilities and services. Any failure to
pay any excess costs as described above with the next installment of Rent due
after receipt of a statement for such services accompanied by such documentation
as is reasonably sufficient to substantiate such charges, shall constitute a
breach of the obligation to pay Rent under this Lease and shall entitle Landlord
to the rights granted in this Lease for a breach.
4. NOTICE. To the extent practical, Landlord shall attempt to give Tenant
notice of proposed shutdowns of services.
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EXHIBIT E
EXISTING TENANT PRIORITY RIGHTS AS TO FIRST OFFER TO LEASE
1. Allstate Insurance Co.
2. Metromarketing Resources, Inc.
3. Ryan Beck & Company
4. William Casper Graustein Memorial Fund
5. T.M. BYXBEE COMPANY, P.C.
6. IBM.
7. Parrett, proto, Psrese & Colwell, P.C.
8. Teachers insurance and Annuity Association of America
9. Waddell & Reed, Inc.
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EXHIBIT F
EXCLUSIONS FROM OPERATING EXPENSES
1. Expenditures that are, under generally accepted accounting principles
consistently applied, of a capital nature, and depreciation and
amortization, except to the extent of the annual amortization of certain
capital expenditures, as and to the extent permitted by the terms of
Section 5(b) of the Lease.
2. Any costs, fees or expenses paid to an affiliate, subsidiary or related
company of Landlord in excess of that which would be paid to competitor
contractors, servicemen, vendors or companies at arms length for comparable
service of comparable quality to the comparable area.
3. Interest on debt or amortization payments on any mortgage or mortgages,
mortgage charges and brokerage commissions.
4. Attorneys' fees, accountants' fees architects' fees, costs and
disbursements and other expenses incurred in connection with negotiations
or disputes with Tenant, other tenants, other occupants, or prospective
tenants or occupants or associated with the enforcement of any leases or
defenses of Landlord's title to or interest in the Property or any part
thereof.
5. Costs, expenses or expenditures relating to the renovation, improvement,
decorating, painting or redecorating of any space for any other tenants or
other occupants of the Building.
6. Expenses in connection with services or other benefits of a type or to the
extent not provided to Tenant or the Premises but which are provided to
another tenant or occupant.
7. Penalties or damages incurred due to violation by Landlord or any tenant of
the terms and conditions of any lease, except for any violations committed
by the Tenant.
8. All items and services for which Tenant or any other tenant or occupant in
the Building or another part of the Property is separately charged,
reimburses Landlord or pays third persons or for which Landlord is
reimbursed by any other party, including, without limitation, amounts
reimbursed under insurance policies and the net amount recoverable by
Landlord under any warranties.
9. Any fines or penalties incurred due to violations by Landlord of any
governmental rule or authority.
10. Advertising and promotional expenditures.
11. Any compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord at the Property.
12. Payments under any ground lease.
13. Charitable or political contributions.
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EXHIBIT G
CLEANING SPECIFICATIONS
ALL OFFICES & CONFERENCE ROOMS
Nighty:
1. Assemble all waste and dispose of it in waste container.
2. Replace plastic liner in waste basket.
3. Dispose of recycled waste in proper containers.
4. Dust all furniture, counters and file cabinet tops, and telephones.
5. Dust, mop or sweep all non-carpeted areas.
6. Vacuum traffic and obviously soiled carpet areas.
7. Remove finger prints and smudges from partitions, doors, woodwork and
light switches (except where special solutions are needed).
8. Spot clean glass doors and partions.
9. Clean and sanitize all drinking fountains.
10. Spot clean carpet where possible.
11. Erase white board and clean marker tray.
12. Mop all marble floors nightly with clean water only.
Once Per Week:
1. Vacuum non-traffic carpet areas.
2. Dust all ledges and sills to hand level.
Monthly:
1. Dust high partitions, ledges, sills, picture frames, pipes, and
cabinets above hand level.
2. Dust Venetian Blinds.
3. Strip, wash and wax resilient tile floors.
KITCHENETTS
Nightly:
1. Assemble all waste and dispose of it in waste container.
2. Replace plastic liner in waste baskets.
3. Vacuum traffic and obviously soiled areas.
4. Wet mop resilient floor tiles.
RESTROOMS
Nightly:
1. Clean and sanitize hand wash sinks, urinals, and commode--inthat
order. Clean the inside and outside of each fixture.
2. Clean and polish chrome fittings and bright work, including shelves,
flushometers and dispensers.
3. Clean and polish mirrors and glass.
4. Dust and spot clean toilet partitions and doors, tile walls, and
receptacles.
5. Empty all waste and sanitary napkin receptacles. Insert liners.
6. Furnish and refill all dispensers with soap, paper towels, toilet
tissue, plastic liners, tec.
7. Remove spots, stains and splashes from wall area.
8. Emoty and damp wipe all trash receptacles.
9. Wet mop and rinse all floors. Germicidal solution to be used in some
locations.
Once Per Week:
1. Dust all horizontal surfaces including moldings, ledges, shelves, door
frames, radiators and partitions.
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Monthly:
1. Dust or vacuum all supply and exhaust air ducts covers and grills.
2. Change air freshener cartridges.
ELEVATORS
Nightly:
1. Vacuum or sweep.
2. Dust.
3. Wipe down control panel to remove finger prints.
COMMON AREAS, HALLWAYS AND LOBBY
Nightly:
1. Vacuum carpets and spot clean if necessary.
2. Wet mop, with clean water only, marble or ceramic floors.
3. Sweep all stairs in all stair wells.
4. Note and provide written list to building maintenance of all burned
out lights or exit signs.
5. Clean all glass doors in main lobby inside and out.
6. Dust all stainless steel grills.
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