Exhibit 10.34
LEASE
THIS Lease, made and entered into as of the 28th day of August
1996, by and between THE XXXXXXX ROAD GROUP, a general partnership
organized and existing under the laws of the State of Connecticut,
owner of that certain parcel of land together with the two
buildings known as 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx (the
"Complex") (as described on Exhibit A attached hereto), and having
an office at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx (hereinafter
"LESSOR"), and COMPETITIVE TECHNOLOGIES, INC. a Delaware
corporation, having an office at No. 0000 Xxxx Xxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx (hereinafter "LESSEE").
W I T N E S S E T H:
WHEREAS, LESSOR desires to lease to LESSEE all of the interior
of Building 1 of the Complex (as described on Exhibit "A" attached
hereto) for the term and on the conditions hereinafter set forth;
and
WHEREAS, LESSEE desires to lease from LESSOR all of the
interior of Building 1 for the term and on the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of their respective
undertakings and agreements herein contained, the parties do hereby
agree as follows:
Section 1. Term, Leased Space and Fix-up.
(a) LEASED SPACE. (i) LESSOR hereby leases to LESSEE,
and LESSEE hereby leases from LESSOR all that certain space (herein
called the "Leased Space"), being the entire interior of Building
1 of the Complex, for the term (the "Term") commencing January 1,
1997 and ending December 31, 2001 (the "Termination Date"),
together with rights of ingress to and egress from the parking area
serving the Complex. LESSOR represents that the Leased Space
exclusive of any attic area contains approximately nine thousand
(9,000) square feet.
(ii) From November 1, 1996 through December 31,
1996, LESSEE may use and occupy the second floor and a portion of
the first floor of Building No. 1 as identified and described by
LESSOR to LESSEE.
(b) LESSEE shall take such Leased Space "as is" in accordance
with the provisions of Section 12 below. In lieu of any fix-up
allowance, LESSOR agrees that although LESSEE will take possession
of a substantial portion of the Leased Space on or about November
1, 1996, payment of rent shall begin as of January 1, 1997. Any
and all additional fix-up of the Leased Space shall be at the sole
cost and expense of LESSEE. In the event LESSEE desires to make
any material changes such as removal of interior walls or
partitions, it shall first obtain the written approval of LESSOR
which approval shall not be unreasonably withheld.
Section 2. End of Term. Upon expiration or other termination
of this Lease, LESSEE shall immediately quit and surrender to
LESSOR the Leased Space, broom clean, in good order and condition,
ordinary wear excepted, and LESSEE shall remove all its property.
LESSEE's obligations to observe or perform this covenant shall
survive the expiration or other termination of this Lease.
Section 3. Holding Over by Lessee. In the event that the
Lessee shall remain in the Leased Space after the expiration of the
term of this Lease without having executed a new written lease with
the LESSOR, such holding over shall not constitute a renewal or
extension of this Lease. The LESSOR may, at its option, elect to
treat the LESSEE as one who has not removed at the end of this
term, and shall thereupon be entitled to all the remedies against
the LESSEE provided by law or equity in that situation, or the
LESSOR may elect, at its option, without waiver of any rights or
remedies, to construe such holding over as a tenancy from month to
month, subject to all the terms and conditions of this Lease,
except as to duration thereof, and in that event the LESSEE shall
pay monthly rent in advance at the rate provided herein as
effective during the last month of the Term.
Section 4. Base Rent. This lease is a "gross lease" except
as otherwise set forth in this Lease. LESSEE agrees to pay and
shall pay to LESSOR, in United States legal tender at the time of
payment, base rent for the Leased Space as follows:
(i) for the period January 1, 1997 to June 30, 1999,
the amount of $450,000, payable in equal monthly installments
of $15,000, in advance on the first day of each month;
(ii) for the period July 1, 1999 to December 31, 2001,
the amount of $506,250, payable in equal monthly installments
of $16,875, in advance on the first day of each month.
Section 5. Additional Rent. In addition to the foregoing,
during the Term and any Renewal Term, LESSEE agrees to pay and
shall pay to LESSOR within thirty days of the sending of each
statement by LESSOR, the amount (if any) by which LESSOR's electric
utility charges for the Leased Space, as determined by a separate
electric meter, exceed the amount of $4.00 per square foot per
year. A year shall be defined as the period from , January 1 to
December 31, inclusive, of each lease year. A schedule of
electric utility charges for calendar year 1994 and 1995 and the
twelve months ending June 30, 1996 is annexed as Exhibit B.
Section 6. Heating and Air Conditioning. The LESSOR agrees
to furnish to the Leased Space adequate air conditioning during the
summer months and adequate heat during the winter months, but shall
not be liable for any damages by reason of failure to supply air
conditioning or heating caused by LESSEE's activities or omissions,
mechanical failure, repairs, or any other causes beyond the control
of the LESSOR. As used herein, the terms "adequate air
conditioning" and "adequate heat" shall mean that LESSOR shall
maintain the HVAC systems to produce in the cooling season interior
conditions of not more than 75 degrees F. Dry Bulb and 50% relative
humidity when the outside temperature is no more than 90 degrees F.
Dry Bulb, and 75 degrees F. Wet Bulb; and in the heating season not
less than 68 degrees F. Dry Bulb when the outside temperature is
not less than 0 degrees F. Dry Bulb.
Section 7. Utilities. All utilities of any kind whatsoever
used and consumed in the Leased Space, including electricity,
water, gas, and fuel, and utilities used for heating and air
conditioning, shall be paid by the LESSOR directly to the
appropriate utility company. Cleaning, janitorial services and
such other services as the LESSEE may find necessary or desirable
in connection with its occupancy of the Leased Space shall be
supplied by the LESSEE at its own expense. Lessee represents that
it does not expect nor intend to use any equipment or conduct any
operations which would require non-ordinary utility services and
amounts of consumption beyond general office usage.
Section 8. Taxes and Insurance. LESSEE shall obtain,
maintain in effect and pay for insurance, including general
liability insurance covering the Leased Premises, with policy
limits of at least $2,000,000 per occurrence and shall pay personal
property, excise, sales and other taxes related to its furniture,
fixtures, equipment and other personal property and related to the
Leased Space. At its option, LESSOR may review LESSEE's insurance
policies providing coverage for the above items and LESSEE's
payments on such tax statements. At the LESSOR's option, if the
LESSEE has not made timely payments, the LESSOR may pay insurance
statements of LESSEE relating to this Lease and the Leased Space
and xxxx LESSEE therefor. LESSEE shall pay such statements within
30 days of the sending thereof. LESSOR shall pay for all real
estate taxes and all impositions and assessments for public
improvements including but not limited to sewer use taxes and
sewage disposal for the Complex. LESSOR shall also maintain and
pay for adequate policies insuring the building in which the Leased
Premises are located for hazard and all risk type coverage, with
fire, extended and all risk coverage, excluding LESSEE's
improvements, and shall also maintain and pay for a policy of
public liability and property damage insurance covering the Complex
with the LESSEE's name endorsed thereon as an additional insured.
The policy limits shall be for at least $2,000,000 per occurrence.
A copy of the policy of such insurance shall be delivered to LESSEE
prior to commencement of the Lease.
(i) If approved by each respective insurer, each policy
of public liability insurance, hazard insurance or other insurance
insuring risks arising out of any occurrence at the Complex,
carried by LESSEE or LESSOR, shall provide that the insurer waives
any rights of subrogation against the LESSOR (in the case of
LESSEE's policies) and, against the LESSEE (in the case of LESSOR's
policies) in connection with or arising out of any claim or benefit
provided under such insurance policy.
(ii) In no event shall LESSEE or any person or entity
claiming an interest in the Leased Premises by, through or under
LESSEE and over whom LESSEE shall have control, claim, maintain or
prosecute any action or suit at law or in equity against the LESSOR
for any loss, cost or damage caused by or resulting from fire or
other risk or casualty in the Complex for which LESSEE is or may be
insured under a standard hazard and all risk insurance policy,
including fire, extended and/or all risk type coverage, whether or
not the property (tangible or intangible) is insured or required to
be insured under this Lease, and whether or not caused by the
negligence of the LESSOR, or the agents, or servants, or employees
of the LESSOR.
(iii) In no event shall LESSOR or any person or entity
claiming an interest in the Complex by, through or under LESSOR and
over whom LESSOR shall have control, claim, maintain or prosecute
any action or suit at law or in equity against the LESSEE for any
property damage to the Complex caused by or resulting from fire or
other risk or casualty in the Complex for which LESSOR is required
to be insured under the provisions of the Lease, whether or not
caused by the negligence of the LESSEE or the agents, servants
and/or employees of the LESSEE.
(iv) The limitation on claims by LESSOR or LESSEE or any
party claiming by or through LESSOR or LESSEE contained in
subparagraphs (ii) and (iii) above shall not apply with respect to
claims arising out of the gross negligence or wilful misconduct of
the other party, unless the damage had been insured by the party
seeking to make the claim and such insurance policy permits the
waiver of claim despite the gross negligence or wilful misconduct
of the other party.
Section 9. Indemnification. Notwithstanding anything to
the contrary contained in this Lease, LESSEE shall hold LESSOR
harmless and indemnify LESSOR from any and all damages resulting or
deriving from the intentional acts, breach of duty, negligence and
omissions of the LESSEE, its agents, servants, representatives,
employees, sublessors, assigns and guests.
Section 10. Security Deposit and Advance Payment of
Rent.
(a) SECURITY DEPOSIT. On the date of the execution
of this Lease, the LESSEE shall deposit with the LESSOR
the sum of Fifteen Thousand ($15,000.00) Dollars as
security for the faithful performance by the LESSEE of
all of the terms and conditions of this Lease including
but not limited to the covenant to make timely payments
of base rent, additional rent, or other charges for
services due hereunder. The LESSOR may use any part of
the security to satisfy any default or breach of the
LESSEE and any expense arising from such default or
breach including reasonable attorneys fees. If the
LESSEE shall comply fully with the terms of this Lease,
the security, with accumulated interest ("Security
Deposit"), shall be returned to the LESSEE at the
expiration of the Lease. In the event the LESSOR assigns
his interest in the Lease or Leased Space, the LESSEE
hereby consents to an assignment of the security deposit.
The Security Deposit shall be maintained in an interest
bearing account at People's Bank or at such other bank as
may reasonably be determined by LESSOR. LESSEE's Federal
Employer Identification number shall be placed on each
such account and LESSEE shall pay all taxes, if and when
due, on all such interest and shall hold harmless and
indemnify LESSOR therefrom. To the extent such
information is received by LESSOR it shall provide LESSEE
with timely notice thereof.
(b) FIRST RENTAL INSTALLMENT. On or before
November 1, 1996, the LESSEE shall pay to the LESSOR
$15,000 for the monthly rental installment due January
1, 1997.
(c) As used in this Lease, "rent" includes "base
rent" and "additional rent".
Section 11. Covenants.
(a) PURPOSE. The LESSEE covenants and agrees to
use the Leased Space only as its general offices and
agrees not to use or permit the Leased Space to be used
for any other purpose without the prior written consent
of the LESSOR endorsed hereon, which prior written
consent shall not be unreasonably withheld or delayed.
(b) FORCE MAJEURE. For the purpose of this Lease,
the term "Force Majeure" means any period of delay which
arises from or through Acts of God; strikes, lockouts, or
labor difficulties; explosions. sabotage, terrorist acts,
accidents, riots or civil commotion; acts of war; fires
or other casualties; legal requirements; delays caused by
the other party; and causes beyond the reasonable control
of a party.
(c) OBLIGATION TO PAY RENT. This Lease and the
obligation of the LESSEE to pay rent herein and perform
all of the other covenants and agreements herein shall in
no way be affected, impaired or excused because the
LESSOR is unable to supply or is delayed in supplying any
service expressly or impliedly to be supplied, or is
unable to make or is delayed in making repairs,
additions, alterations or decorations, or is unable to
supply or is delayed in supplying any equipment or
fixtures if the LESSOR is prevented or delayed from so
performing any of such covenants or agreements by reason
of Force Majeure or by reason of the conditions of supply
and demand which have been or are affected by Force
Majeure.
(d) SIGNS. The LESSEE covenants and agrees that no
lighting fixtures and exterior and interior signs,
drapes, curtains or any other types or kinds of devises
which may be seen from the exterior or interior of the
building shall be affixed to or place upon or used in any
part of the Leased Space by the LESSEE except in such
manner, and of such size, design and color as shall be
approved in advance by the LESSOR. The LESSOR agrees it
will not unreasonably withhold its consent. LESSOR at
its reasonable expense shall install or cause to be
installed a reasonable building exterior directory sign
affixed to or near Building 1 or on a pole sign.
(e) PEACEFUL POSSESSION. The LESSOR covenants that
the LESSEE on timely paying the said rental and timely
performing the covenants and conditions in this Lease
shall and may peaceably and quietly have, hold and enjoy
the Leased Space for the Term of the Lease without
hindrance or interruption by LESSOR..
(f) RIGHT TO INSPECT AND EXHIBIT. The LESSOR, or
its agents, shall have the right to enter the Leased
Space at reasonable hours in the day or night to examine
the Leased Space or to perform maintenance or to make
such repairs, additions or alterations as it shall deem
necessary for the safety, preservation or restoration of
the Leased Space and the Complex, or for the safety or
convenience of the occupants or users thereof.
(g) OBSERVATION OF LAWS, ORDINANCES, RULES AND
REGULATIONS. LESSEE shall faithfully observe and comply
with all laws, ordinances, rules and regulations of the
Federal, State, County and Municipal authorities
applicable to the business to be conducted by the LESSEE
in the Leased Space and to such Leased Space, and LESSEE
shall promptly correct and remedy any violations thereof.
LESSOR shall faithfully observe and comply with all
municipal, state and federal statutes, regulations and
ordinances now in force or which may hereafter be in
force with respect to the Complex, including any zoning
regulations, and will correct and remedy any violations
thereof known to it or of which it is notified except any
violations which are solely the result of any activity of
the LESSEE in the Leased Premises.
(h) NON-LIABILITY OF LESSOR. The LESSOR shall not
be responsible for the loss or damage to property, or
injury to persons, occurring in or about the Leased Space
by reason of any existing or future condition, defect,
matter or thing in the Leased Space, or for the acts,
omissions or negligence of other persons in and about the
said Complex.
Section 12. Condition of Premises.
(a) CONDITION OF PREMISES/REPAIRS/ALTERATIONS AND
IMPROVEMENTS. The LESSEE has examined the Leased Space
and accepts it in its present condition and without any
representations on the part of the LESSOR or its agents,
attorneys, representatives and employees as to the
present or future condition of the Leased Space. The
LESSEE at its own cost and expense, shall keep the Leased
Space in repair and good condition, including but not
limited to daily maintenance, and shall use all
reasonable precautions to prevent waste, damage or injury
to such Leased Space. The LESSEE agrees to keep the
Leased Space and all parts therefrom in a clean and
sanitary condition and free from trash, inflammable
material, hazards, obstacles and other objectionable
matter.
(b) LESSEE'S RESPONSIBILITIES FOR DAMAGE. All
damage or injury to the Complex and to its fixtures,
appurtenances and equipment caused by LESSEE moving
property in or out of the building or by installation or
removal of furniture, fixtures or other property, or from
any other cause of any other kind or nature whatsoever
due to omission, neglect, improper conduct or other cause
by LESSEE, its agents, servants, representatives, service
providers or employees shall be repaired by LESSEE at its
sole cost and expense, and if LESSEE fails to do so
promptly, such damage or injury may be repaired, restored
or replaced by LESSOR at LESSEE's expense. LESSEE shall
not place a load upon any floor of the Leased Space
exceeding the floor load per square foot area which such
floor was designed to carry.
(c) LESSOR's RESPONSIBILITIES. The LESSOR agrees
to keep the parking area servicing the Leased Space clean
and free of obstructions, debris, snow and ice, and to
maintain the grass area. The LESSOR shall, at its own
expense, maintain and keep in good repair the roof and
the external walls and structural components of the
Leased Space and any parking lot appurtenant thereto.
LESSOR shall be responsible for maintaining the exterior
of Building 1 including exterior windows and doors,
except for damage caused by LESSEE and its agents,
representatives, employees, suppliers and invitees.
LESSOR shall maintain, repair and replace when necessary
the heating, ventilation, air conditioning, plumbing,
electrical and other mechanical systems servicing the
Leased Premises so that such systems shall continue to be
in good working order.
(d) LESSOR REPAIRS. During the progress of any
work in the Leased Space performed by the LESSOR pursuant
to the provisions hereof, LESSOR may keep and store
therein all necessary materials, tools supplies and
equipment. LESSOR shall not be liable for inconvenience,
annoyance, disturbance, loss of business or other damage
of LESSEE by reason of making such repairs of the
performance of any such work, or on account of bringing
materials, tools, supplies and equipment into the Leased
Space during the course thereof and the obligations of
LESSEE under this Lease shall not be affected thereby,
provided that LESSOR uses efforts reasonable under the
circumstances to minimize to the extent practical any
resulting inconvenience, annoyance, disturbance, loss of
business or other damage to LESSEE or any subtenant by
reason of making such repairs or in the performance of
any such work or in any of the matters referred to above.
(e) OWNERSHIP OF PROPERTY AT TERMINATION OF LEASE.
All erections, alterations, additions and improvements
whether temporary or permanent in character, which may be
made upon the Leased Space either by the LESSOR or the
LESSEE, except furniture, movable trade fixtures and
movable partitions installed at the expense of the
LESSEE, shall be the property of the LESSOR and shall
remain upon and be surrendered with the Leased Space as
part thereof at the termination of this Lease, without
compensation to the LESSEE.
(f) DAMAGE BY FIRE, EXPLOSION, THE ELEMENTS OR
OTHERWISE. (i) Except as otherwise provided herein, in
the event of the destruction of the Leased Space by fire,
explosion, the elements or otherwise during the term
hereby created, or previously thereto, or such partial
destruction thereof as to render the Leased Space wholly
untenantable or unfit for occupancy, or should the Leased
Space be so badly injured that the same cannot be
repaired within 90 days from the happening of such
injury, then, and in such case, the Term hereby created
shall, at the option of either party, by notice from
either party to the other within fifteen (15) days of the
date of the casualty, cease and become null and void
from the date of such damage or destruction, and the
LESSEE shall immediately surrender the Leased Space and
all the LESSEE's interest therein to the LESSOR, and
shall pay rent only to the time of such surrender, in
which event the LESSOR may reenter and repossess the
Leased Space and may remove all parties therefrom. (ii)
Should the Leased Space be rendered untenantable and
unfit for occupancy, but yet be repairable within ninety
(90) days from the happening of said injury, upon prompt
request of the LESSEE by notice to LESSOR within fifteen
(15) days of the date of the casualty ("Notification"),
and if any mortgagee of the Complex shall agree, the
LESSOR shall enter and repair the same with reasonable
speed, and the rent shall be abated while repairs are
being made, but shall recommence immediately after said
repairs shall be completed and the Leased Space is
suitable for occupancy. If the LESSEE does not give such
Notification, this Lease shall be deemed terminated as of
the end of such fifteen (15) day period. If LESSEE
gives written notice within such fifteen (15) day period
that it does not intend the Lease to continue because of
the casualty, then this Lease shall be deemed terminated
on the date such written notice is received by LESSOR.
(iii) If the Leased Space shall be so slightly injured as
not to be rendered untenantable and LESSEE is able to
carry on its usual and customary day to day business
without material interruption, then the LESSOR agrees to
repair the same with reasonable promptness and in that
case the rent accrued and accruing shall not cease or
xxxxx. The LESSEE shall immediately notify the LESSOR in
case of fire or other damage to the Leased Space.
Section 13. Default, Breach and Violation of Lease
Covenants, Agreements and Conditions.
(a) DEFAULT IN PAYMENT OF RENT. The LESSEE shall,
without any previous demand therefor, pay to the LESSOR,
or his designee, rent at the times and in the manner
provided above. In the event of the non-payment of said
rent, or any installment thereof, at the times and in the
manner above provided, and if the same shall remain in
default for ten (10) days after written notice to LESSEE,
or if the LESSEE shall be dispossessed or evicted for
non-payment of rent, or the Leased Space shall be
deserted or vacated, the LESSOR or its agents shall have
the right to and may enter the Leased Space as the agent
of the LESSEE, either by force or otherwise, without
being liable for any protection or damages therefor, and
may relet the Leased Space as the agent of the LESSEE,
and receive the rent therefor, upon such terms as shall
be satisfactory to the LESSOR, and all rights of the
LESSEE to repossess the Leased Space under this Lease
shall be forfeited. Such re-entry by the LESSOR shall
not operate to release the LESSEE from any rent to be
paid or covenants to be performed hereunder during the
full term of this Lease. For the purpose of reletting,
the LESSOR shall be authorized to pay for such utilities,
provide such maintenance and make such repairs or
alterations in or to the Leased Space as may be necessary
to keep or place the same in good order and condition.
The LESSEE shall be liable to the LESSOR for the cost of
such utilities, maintenance, repairs or alterations, and
all expenses of such reletting. If the sum realized or
to be realized from the reletting is insufficient to
satisfy the monthly or term rent provided in this Lease,
the LESSOR, at its option, may require the LESSEE to pay
such deficiency month by month. The LESSEE shall not be
entitled to any surplus accruing as a result of the re-
letting.
(b) ATTORNEYS FEES. The LESSEE shall pay, as
additional rent, all reasonable attorneys fees, costs,
fees and other expenses incurred by the LESSOR in
enforcing any of the obligations to it under this Lease.
If LESSEE obtains judgment against LESSOR for any
obligation owed to it by LESSOR pursuant to this Lease,
LESSEE shall be entitled to collect from LESSOR its
reasonable attorneys fees, costs and expenses.
(c) VIOLATION OF COVENANTS, FORFEITURE OF LEASE,
RE-ENTRY BY LESSOR. In case of violation or breach by
the Lessee of any of the covenants, agreements and
conditions of this Lease, or of the rules and regulations
now or hereafter to be reasonably established by the
LESSOR, and upon failure to discontinue such violation
within fifteen (15) days if monetary in nature (other
than rent as set forth in Section 13(a) above), otherwise
within thirty (30) days after notice thereof given to the
LESSEE, this Lease shall thenceforth, at the option of
the LESSOR, become terminated, subject to the LESSEE's
liability and responsibility thereunder for any rent to
be paid or covenants to be performed hereunder during the
full term of this Lease, and the LESSOR may re-enter
without further notice or demand, or may recover
possession thereof in the manner prescribed by the
statute relating to summary process. All right to any
such notice or demand of such re-entry is hereby
expressly waived by the LESSEE. The rent in such case
shall become due, be apportioned and paid on and up to
the day of such re-entry and the LESSEE shall be liable
for all loss or damage resulting from such violation as
aforesaid. No waiver by the LESSOR of any violation or
breach of condition, by the LESSEE shall constitute or be
construed as a waiver of any other violation or breach of
condition, nor shall lapse of time after breach of
condition by the LESSEE before the LESSOR shall exercise
its option under this paragraph operate to defeat the
right of the LESSOR to declare this Lease terminated and
to re-enter upon the Leased Space after the breach or
violation. Such re-entry or repossession by the LESSOR
shall not operate to release the LESSEE from any rent to
be paid or covenants to be performed hereunder during the
full term of this Lease. The LESSEE hereby waives all
right to any notice to quit possession as prescribed by
the statute relating to summary process.
(d) BANKRUPTCY, INSOLVENCY, ASSIGNMENT FOR BENEFIT
OF CREDITORS. It is further agreed that if at any time
during the term of this Lease, the LESSEE shall make any
assignment for the benefit of creditors, be decreed
insolvent , or files any voluntary bankruptcy petition,
or if a receiver shall be appointed for the LESSEE then
the LESSOR may, at its option, terminate this Lease,
exercise of such option to be evidenced by notice to that
effect served upon the assignee, receiver, trustee or
other person in charge of the liquidation of the property
of the LESSEE or the LESSEE's estate, but such
termination shall not release or discharge any payment of
rent payable hereunder during the full term of this Lease
and the responsibility or any liability by reason of any
agreement or covenant herein contained on the part of the
LESSEE or the LESSEE's legal representatives, to be
performed hereunder during the full term of this Lease.
(e) Notwithstanding any statutory, common law or other
requirement to the contrary, LESSOR shall have no duty or
obligation to mitigate damages after LESSEE's default(s),
and LESSEE hereby waives any such claim or defense
against LESSOR.
Section 14. Subordination and Attornment,
(a) SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST.
This Lease is subject to and is hereby subordinated to all
present and future mortgages, deeds of trust and other
encumbrances affecting the Leased Space. The LESSEE agrees to
execute, at no expense to the LESSOR, any reasonable
instrument which may be deemed necessary or desirable by the
LESSOR further to effect the subordination of this Lease to
any such mortgage, deed of trust or encumbrance. LESSEE's
signed subordination agreement shall not be delivered by
LESSOR unless the mortgagee or other lender executes a
nondisturbance agreement in a form reasonably satisfactory to
LESSEE. LESSEE's approval of the form of such non-disturbance
agreement shall not be unreasonably withheld. If approved by
LESSOR's current mortgagee, LESSOR shall obtain a non-
disturbance agreement from such mortgagee.
(b) ATTORNMENT. LESSEE agrees that in the event
any mortgage lender succeeds to the interest of LESSOR
and said mortgage lender or its purchaser, successor or
other party who succeeds to the interest of LESSOR as
owner of the demised premises agrees that LESSEE's
possession may continue undisturbed by said succession,
then LESSEE agrees to, attorns to and recognizes said
mortgage lender, any other purchaser at a foreclosure
sale under said mortgage, any transferee who acquires the
demised premises by deed in lieu of foreclosure and their
respective successors and assigns as LESSOR under and for
the unexpired balance of the term of this Lease and any
extension or renewal thereof, upon the same terms and
conditions as set forth in this Lease.
Section 15. Mechanics' Liens. In the event that any
mechanics' lien is filed against the Complex or any part
thereof as a result of alterations, additions or improvements
made by the LESSEE, the LESSOR, at his option, after thirty
(30) days notice to the LESSEE (unless LESSEE bonds the same
within said period), may pay the said lien without inquiring
into the validity thereof, and the LESSEE shall forthwith
reimburse the LESSOR the total expense incurred by the LESSOR
in discharging the said lien as additional rent hereunder. If
the LESSEE does not make such payment within ten days after
demand by LESSOR, the Landlord, at its option may terminate
this Lease, in which case the LESSEE shall remain liable for
all damages sustained by LESSOR, including but not limited to
any rent to be paid or covenants to be performed hereunder
during the full term of this Lease. LESSEE shall secure or
obtain releases of such mechanics' liens in recordable form.
Section 16. EMINENT DOMAIN AND CONDEMNATION. If any portion
of Building 1 containing the Leased Space or a material portion of
the parking area of the Complex shall be taken by public or quasi-
public authority under any power of eminent domain or condemnation,
this Lease, at the option of the LESSOR, shall forthwith terminate
and the LESSEE shall have no claim or interest in or to any award
of damages for such taking except for its independent claim, if
any, for moving or similar expense.
Section 17. ASSIGNMENT/SUBLETTING.
(a) ASSIGNMENT. The LESSEE may assign this Lease
provided the LESSOR consents in writing thereto, but the
LESSOR may not unreasonably withhold consent thereto, further
provided such assignee will immediately assume, in writing,
all of the terms and conditions of this Lease and a
counterpart of such assumption is furnished immediately to the
LESSOR. If the terms of the said assumption provide for
rental, considerations, or fee(s) that if amortized over the
remaining term of this Lease would result in an effective
monthly rental or gross rental greater than the rent provided
for that period of time herein, then fifty percent (50%) of
the difference between the rent to be paid hereunder and the
rent, fee or consideration to be paid pursuant to the said
assignment shall belong to LESSOR and 50% shall belong to the
LESSEE. The LESSEE shall always remain responsible for
performance of the terms and conditions of this Lease.
(b) SUBLETTING. The LESSEE shall not sublet this
Lease in whole or in part without the express written
permission of the LESSOR, provided that such permission may
not be unreasonably withheld. If the terms of the said
sublease provide for rental, consideration, or fee(s) that if
amortized over the remaining term of this Lease would result
in an effective monthly rental or gross rental greater than
the rent provided for that period of time herein, then fifty
percent (50%) of the difference between the rent to be paid
hereunder and the rent, fee or consideration to be paid
pursuant to the said sublease shall belong to the LESSOR and
fifty percent (50%) of the difference between the rent to be
paid hereunder and the rent, fee or consideration to be paid
pursuant to the said sublease shall belong to the LESSEE. The
Tenant herein shall always remain responsible for performance
of the terms and conditions of this Lease.
(c) Notwithstanding everything to the contrary contained
in this Lease, LESSOR's review of each proposed assignee or
sublessee shall include, but not be limited to, the suitability of
their business for the Leased Space and the financial ability of
the proposed assignee or sublessee to perform the terms of this
Lease. which review LESSOR's approval shall not be unreasonably
withheld or unduly delayed.
Section 18. Lessee's Option For Renewal Term. LESSEE
shall have one option to continue this Lease for an additional term
of five years from January 1, 2002 through , December 1, 2006
subject to the following terms and conditions:
(i) from January 1, 2002 through June 30, 2003, base
rent shall be $26.00 per square foot of such Leased Space, a
total of $585,000 payable in equal monthly installments of
$19,500 in advance on the first day of each month.
(ii) from April 1, 2003 through December 31, 2006 base
rent shall be negotiated by the parties based on "gross" fair
market value as of July 1, 2003, but such base rent shall be
not less than $26.00 per square foot of such Leased Space.
Such rent shall total at least $585,000 payable in equal
monthly installments of at least $19,500 in advance on the
first day of each month.
(iii) The LESSEE shall not be in default of any term or
condition of this Lease at the time of its exercise of this
option.
(iv) This option shall be exercised by LESSEE only
through a writing to LESSOR in accordance with Section 24(b)
below received by LESSOR on or before June 30, 2001 at 5:00
p.m. Eastern Daylight Savings Time.
(v) Time is of the essence in LESSEE's exercise of this
option.
Section 19. Representations and Warranties
(a) The LESSEE represents and warrants to the
Lessor the following, upon which it intends the LESSOR to
rely:
(i) The LESSEE has the power to enter into
and perform this Lease.
(ii) This Lease constitutes a valid and
legally binding obligation of the Lessee,
enforceable in accordance with its terms.
(iii) Neither the execution and delivery of
this Lease, the consummation of the transactions
contemplated thereby nor the fulfillment by the
Lessee of or in compliance by the Lessee with the
terms and conditions hereof is prevented or limited
by or conflicts with or results in a breach of, or
default under, the terms, conditions or provisions
of any contractual or other restriction on the
Lessee, evidence of its indebtedness or agreement
or instrument of whatever nature to which the
LESSEE is bound, nor constitutes a default under
any of the foregoing or any other agreement. No
event has occurred and no condition exists which,
upon the execution and delivery hereof, constitutes
a Default hereunder or, but for the lapse of time
or the giving of notice, would constitute a Default
hereunder.
(iv) There is no action or proceeding pending
or, to the knowledge of the LESSEE threatened
against the LESSEE, before or in any court,
administrative agency or arbitration board that may
materially and adversely affect the ability of the
LESSEE to perform its obligations under this Lease
and all authorizations, consents and approvals of
governmental bodies or agencies required in
connection with the execution and delivery of this
Lease and in connection with the performance of the
LESSEE's obligations hereunder have been obtained.
(v) The execution, delivery and performance of
this Lease and any other instrument delivered by
the LESSEE pursuant to the terms hereof or thereof
are within the power of the LESSEE and are not in
contravention of any undertaking or agreement to
which the LESSEE is a party or by which it is
bound.
(vi) The LESSEE is a corporation duly
organized under the laws of the State of Delaware
and is in good standing. The LESSEE shall deliver
at the time of execution a certificate of Corporate
Authority authorizing the execution of this Lease
and the authority of the corporate office.
(b) The LESSOR represents and warrants to the LESSEE
the following, upon which it intends the LESSEE to rely:
(i) The LESSOR has the power to enter into and
perform this Lease.
(ii) This Lease constitutes a valid and
legally binding obligation of the LESSOR,
enforceable in accordance with its terms.
(iii) Neither the execution and delivery of
this Lease, the consummation of the transactions
contemplated thereby nor the fulfillment by the
LESSOR of or compliance by the LESSOR with the
terms and conditions hereof is prevented or limited
by or conflicts with or results in a breach of, or
default under, the terms, conditions or provisions
of any contractual or other restriction on the
LESSOR, evidence of its indebtedness or agreement
or instrument of whatever nature to which the
LESSOR is bound, nor constitutes a default under
any of the foregoing or any other agreement. No
event has occurred and no condition exists which,
upon the execution and delivery hereof constitutes
a Default hereunder or, but for the lapse of time
or the giving of notice, would constitute a Default
hereunder.
(iv) There is no action or proceeding pending
or, to the knowledge of the LESSOR threatened
against the LESSOR, before or in any court,
administrative agency or arbitration board that may
materially and adversely affect the ability of
LESSOR to perform its obligations under this Lease
and all authorizations, consents and approvals of
governmental bodies or agencies required in
connection with the execution and delivery of this
Lease and in connection with the performance of the
LESSOR's obligations hereunder or thereunder have
been obtained.
(v) The execution, delivery and performance of
this Lease and any other instrument delivered by
the LESSOR pursuant to the terms hereof or thereof
are within the power of the LESSOR and are not in
contravention of any undertaking or agreement to
which the LESSOR is a party or by which it is
bound.
(vi) LESSOR is a general partnership duly
organized under the laws of the State of
Connecticut and is duly authorized to enter into
this Lease.
Section 20. LESSEE's Right To Consider Rental of All Of
Building Two. At any time during the term of this Lease and any
extension thereof, if Building Two is not leased to any other
party, and is vacant, LESSOR or its successor shall give LESSEE
written notice thereof and LESSEE shall have the right to rent the
entire interior space of Building Two under the same terms and
conditions as set forth in this Lease. LESSEE shall have thirty
(30) days from the sending of written notice to notify LESSOR, or
the sender of the notice, if different, in writing, that it
exercises its right to and shall rent such interior space beginning
no more than thirty days after such notice to LESSOR. At LESSOR's
or its successor's option, any rental of less than all of the
interior space of Building Two shall be on such terms and
conditions as may be agreed between the parties. During the term
of this Lease and any extension thereof, LESSOR shall give such
written notice on each occasion when Building 2, having been
occupied, is not leased and is vacant.
Section 21. Use of Available Parking. During the term of
this Lease, LESSEE, including its employees, officers, clients and
business invitees will have the use of one-half of the parking
available for the Complex. No specific parking spaces or areas
will be reserved for LESSEE's use.
Section 22. LESSOR's Remedies. In addition to any other
remedies provided in this Lease, upon the occurrence of any event
of default, breach or violation on the part of LESSEE, LESSOR may,
at its option, exercise any, some or all of the remedies provided
to it in this Lease or otherwise, including but not limited to: (i)
notify LESSEE or otherwise take action as set forth in Section 13
above; (ii) cure such default, breach or violation on LESSEE's
behalf and collect all costs of doing so from LESSEE; (iii)
terminate this Lease by giving written notice of such election to
LESSEE, subject to any cure periods provided in this Lease; (iv)
exercise any, some or all of its rights and remedies which may
exist in this Lease, in law or equity. LESSOR's rights and
remedies shall be cumulative. LESSEE's covenants, agreements,
duties and obligations (including but not limited to the obligation
to pay rent in accordance with the terms of this Lease) shall
survive the termination of this Lease.
Section 23. LESSEE's Financial Disclosure. On or before
October 31 of each year, LESSEE shall provide to LESSOR copies of
its audited financial statements. If LESSEE's shareholder equity
is not at least Two Million ($2,000,000) Dollars, then within ten
(10) days of written notice from LESSOR or November 10 of the year
in which such shareholder equity falls below Two Million
($2,000,000) Dollars whichever is earlier, LESSEE shall provide
additional security in the form of a letter of credit from a bank
acceptable to LESSOR for a total of twelve times the amount of the
monthly installments then required to be paid by LESSEE pursuant to
this Leas Such security shall be maintained, if appropriate, as
set forth in Section 10 hereof.
Section 24. Miscellaneous Provisions.
(a) Lease Binding on Heirs, Successors, etc. All of the
terms covenants and conditions of this Lease shall inure to
the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the
parties hereto. No change, amendment or modification of any
term or condition of this Lease and novation of the Lease
shall be binding unless in writing signed by both parties to
this Lease.
(b) Notices. All notices and demands, legal or
otherwise, incidental to this Lease, or the occupation of the
Leased Space, shall be in writing. If the LESSOR or its
agent, attorney, representative or employee desires to give or
serve upon the LESSEE any notice or demand, it shall be
sufficient to send a copy thereof by registered mail or
certified mail, addressed to the LESSEE at Building One, 0000
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, or to leave such
notice, demand or a copy thereof with a person at LESSEE's
administrative offices in such Leased Space. Notices from the
LESSEE to the LESSOR shall be sent by registered mail or
certified mail to the LESSOR at the place designated for the
payment of rent, or to such party or place as the LESSOR may
from time to time designate in writing.
(c) No Oral Changes. This instrument may not be changed
orally.
(d) Entire Agreement. This Lease contains the entire
agreement between the parties and all prior negotiations and
agreements are merged in this Lease. Neither LESSOR nor
LESSOR's agents have made any representations or warranties
with respect to the Leased Space, Building 1, the Complex or
this Lease except as expressly set forth in this Lease and no
rights, easements or licenses are or shall be acquired by
LESSEE by implication or otherwise unless expressly set forth
in this Lease. This Lease may not be changed, modified or
discharged, in whole or in part, orally, by conduct or by
omission of either or both of the parties hereto and no
executory agreement shall be effective to change, modify or
discharge, in whole or in part, this Lease or any provisions
of this Lease, unless such agreement is set forth in a written
instrument executed by the party against whom enforcement of
the change, modification or discharge is sought. All
references in this Lease to the consent or approval of LESSOR
shall be deemed to mean the written consent or approval of
LESSOR, as the case may be, and no consent or approval of
LESSOR shall be effective for any purpose unless such consent
or approval is set forth in a written instrument executed by
LESSOR.
(e) Invalidity of Term. If any term, covenant or
condition of this Lease or any application thereof shall be
invalid or unenforceable, the remainder of this Lease and any
other application of such term, covenant or condition shall
not be affected thereby.
(f) No Presumption against Drafter. This Lease shall be
construed without regard to any presumption or other rule
requiring construction against the party causing this Lease to
be drafted. In the event of any action, suit, dispute or
proceeding affecting the terms of this Lease, no weight shall
be given to any deletions or striking out of any of the terms
of this Lease contained in any draft of this Lease and no such
deletion or strike out shall be entered into evidence in any
such action, suit or dispute or proceeding given any weight
therein.
(g) Captions. The captions are inserted only as a
matter of convenience and for reference and in no way define,
limit or describe the scope of this Lease nor the intent of
any provision thereof.
(h) Connecticut Law. This Lease shall be construed and
enforced in accordance with Connecticut law.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals, and to a duplicate of the same tenor, the day and
year first written above.
Signed, Sealed and Delivered
In the Presence Of:
THE XXXXXXX ROAD GROUP
S/ Xxxxx X. XxXxxxxx
By S/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Its Attorney In Fact
Duly Authorized
S/ Xxxxxx Xxxxxxx
S/ Xxxxx Xxxxxxx COMPETITIVE TECHNOLOGIES, INC.
S/ Xxxxx X. Xxxxxxx By S/ Xxxxx X. XxXxxx, Xx.
Its Vice President
Duly Authorized.
STATE OF CONNECTICUT)
) ss: August 28, 1996
COUNTY OF FAIRFIELD )
Personally appeared Xxxx X. Xxxxxx, who acknowledged himself
to be the Attorney In Fact of THE XXXXXXX ROAD GROUP, signer and
sealer of the foregoing instrument and acknowledged the same to be
his free act and deed and the free act and deed of THE XXXXXXX ROAD
GROUP before me.
S/ Xxxxxxxx X. Xxxx
Notary Public
My Commission Expires: 1-31-2000
STATE OF CONNECTICUT)
) ss: August 28, 1996
COUNTY OF FAIRFIELD )
Personally appeared Xxxxx X. XxXxxx, Xx., who acknowledged
himself to be the Vice President of COMPETITIVE TECHNOLOGIES, INC.,
signer and sealer of the foregoing instrument and acknowledged the
same to be his free act and deed and the free act and deed of
COMPETITIVE TECHNOLOGIES, INC. before me.
S/ Xxxxx Xxxxxxx
Notary Public
My Commission Expires: July 31, 1998
EXHIBIT A
Description of Land and Improvements
All that certain tract, piece or parcel of land situated in the
Town of Fairfield, County of Fairfield and State of Connecticut, in
quantity 1.38 acres, shown and designated on that certain map
entitled "Map of Property at 0000 XXXXXXX XXXX, Xxxxxxxxx, Conn.,
June 27, 1985" and certified substantially correct by Xxxxx X.
Xxxxxxxxxx, which map is recorded in the office of the Fairfield
Town Clerk as Map No. 5370.
Said land is improved by two (2) two-story concrete block office
buildings with an aggregate net rentable area of approximately
18,000 square feet. The westernmost building, which contains net
rentable area of approximately 9,000 square feet and faces onto
Xxxxxxx Road, is hereby referred to as Building 1. The easternmost
building, which contains net rentable area of approximately 9,000
square feet and faces onto Hillside Road, is hereby referred to as
Building 2.
EXHIBIT B
Xxxxxxx Road
United Illuminating
Billing Period Amount $/Sq. Ft.
12/29/93-1/28/94 $ 8,762.13
1/28/94-3/1/94 $ 8,309.32
3/01/94-3/30/94 $ 5,873.28
3/30/94-4/28/94 $ 3,864.91
4/28/94-5/27/94 $ 3,782.40
5/27/94-6/29/94 $ 5,372.05
6/29/94-7/29/94 $ 5,226.34
7/29/94-8/30/94 $ 5,512.44
8/30/94-9/30/94 $ 4,734.51
9/30/94-10/28/94 $ 3,039.33
10/28/94-11/30/94 $ 4,349.02
11/30/94-12/29/94 $ 5,356.34
TOTAL 1994 $64,182.07 $ 3.57
Xxxxxxx Road
United Illuminating
Billing Period Amount $/Sq. Ft.
12/29/94-1/30/95 $ 6,492.15
1/30/95-2/28/95 $ 6,674.36
2/28/95-3/29/95 $ 4,737.20
3/29/95-5/1/95 $ 4,561.22
5/1/95-5/31/95 $ 4,224.60
5/31/95-6/28/95 $ 4,911.88
6/28/95-7/31/95 $ 5,260.53
7/31/95-8/31/95 $ 5,268.40
8/31/95-9/29/95 $ 4,288.88
9/29/95-10/27/95 $ 3,213.81
10/27/95-11/29/95 $ 5,194.69
11/29/95-12/29/95 $ 6,802.88
TOTAL 1995 $61,630.60 $ 3.42
Xxxxxxx Road
United Illuminating
Billing Period Amount $/Sq. Ft.
6/28/95-7/31/95 $ 5,260.53
7/31/95-8/31/95 $ 5,268.40
8/31/95-9/29/95 $ 4,288.88
9/29/95-10/27/95 $ 3,213.81
10/27/95-11/29/95 $ 5,194.69
11/29/95-12/29/95 $ 6,802.88
12/29/95-1/30/96 $ 7,675.95
1/30/96-2/28/96 $ 7,050.30
2/28/96-3/28/96 $ 5,822.41
3/28/96-4/30/96 $ 5,139.78
4/30/96-5/30/96 $ 4,679.04
5/30/96-6/28/96 $ 5,921.33
12 monhts ended 6/30/96 $66,318.00 $ 3.68
