EXHIBIT 10.17
-----------------------------------------------------
COMMERCIAL
LEASE
-----------------------------------------------------
THIS LEASE is made as of this 17th day of June, 1997, by and between 000
Xxxxxxx Xxxxxx, LLC (hereinafter referred to as "Landlord") and the following
party (hereinafter referred to as "Tenant"):
Linkon Corporation
IN CONSIDERATION of the mutual benefits and obligations set forth in this
Lease, Landlord and Tenant agree as follows:
ARTICLE I
LEASING DATA
1.1 LEASING DATA. This Article contains data used in other provisions of
this Lease but set forth in this Article for ease of reference. For example,
although the Monthly Base Rent is specified in this Article, Article IV is the
operative provision of the Lease regarding the payment of the Monthly Base Rent.
Whenever any item contained in this Article is more specifically described in a
subsequent Article of the Lease, the more specific description will control.
(a) The "Building is the building in which the Leased Premises is located
and is known as 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx
(b) The "Leased Premises" is located in the FIFTH floor of the Building,
with the floor area outline of the Leased Premises being shown on
Exhibit A, attached hereto.
(c) The "Leased Premises Square Footage" is 5,704 square feet.
(d) The "Initial Commencement Date" is September 1, 1997.
(e) The "Initial Term" is the period of time beginning with the Initial
Commencement Date and ending at the end of the 12th full calendar
month from and after the Initial Commencement Date.
(f) The "Leased Premises Use" is general administrative business offices.
(g) The "Base Rent" for the Initial Term is $5,228.67 per month.
(h) The "Security Deposit is $5200 carryover from current lease.
(i) The "Notice Address" for Landlord and Tenant are:
Landlord:
Xxxxxx X. Xxxxxx
c/o X.X. Xxxxxx, Inc.
X.X. Xxx 000
Xxxxxxx, XX 00000
Tenant:
Linkon Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxxxxx
-2-
ARTICLE II - DEFINITIONS
2.01. CAPITALIZED WORDS AND PHRASES. This Lease contains many words and
phrased with initial, capitalized letters. These words and phrases are used as
specially defined terms in an effort to make the Lease easier to read. An
effort has been made to set forth some of the more common defined terms in this
Article, but other Articles may also contain defined terms. Whenever a
capitalized work or phrase is used in this Lease, it shall have the definition
specifically ascribed to it, unless the context of the usage implies otherwise.
Some of the definitions listed below may not be used in the main body of the
Lease. Some definitions which may not be used in the main body of the Lease are
nevertheless listed because in some situation, the Date Section or additional
provisions or exhibits added to the Lease may incorporate the use of such
definitions.
2.02. "ADDITIONAL RENT" means any charge, other than the Base Rent, payable by
Tenant to Landlord under any provision of this Lease.
2.03. "BUILDING" means the building in which the Leased Premises is located
and "BUILDINGS" means all of the buildings in the Project.
2.04. "COMMON AREA" means all portions of the Project other than rentable
spaces in the Buildings.
2.05. "CONSENT" OR "APPROVAL" of Landlord means only the consent or approval
given by Landlord in writing.
2.06. "CPI" means the United States Department of Labor Bureau of Labor
Statistics Consumer Price Index-All Urban Consumers-All Cities (1982-4 = 100),
or if such index is no longer published, a substitute selected by Landlord which
represents similar changes in consumer prices.
2.07. "FISCAL YEAR" means the 12 month periods comprising Landlord's Fiscal
year for the purposes of computing Monthly Additional Rent. It is contemplated
that the Fiscal Year will be the calendar year, but Landlord may choose a Fiscal
Year other than the calendar year.
2.08. "LANDLORD'S INSURANCE PREMIUMS" means the premiums for Landlord's
Insurance Coverages, Landlord's Insurance Coverages being defined in paragraph
8.02.
2.09. "LEASED PREMISES" means the rentable space leased to Tenant at the
Project, as generally described in the Data Section. A more particular
description of the Leased Premises is all space within the lateral, upper and
lower boundaries, excluding common utility lines and other similar items, as
described below. The lateral boundary of the Leased Premises is the unfinished
face of the sheet-rock and inside surface of the glass on all demising walls.
If any wall is incomplete as of the inception of the Lease, the lateral boundary
shall be the inside face of the demising wall studs until they are sheet-rocked.
For the purposes of this paragraph, a demising wall is any wall separating the
Leased Premised from any other space within its Building and any exterior
Building wall separating the Leased Premises from the outdoors. The upper
boundary of the Leased Premises is the lower surface of the suspended
acoustical ceiling, and if not, the lower surface of the roof or deck of the
next floor above the Leased Premises. The lower boundary of the Leased Premises
is the unfinished surface of the concrete floor. The Leased Premises does not
include any pipe, conduit, duct chase, wire, structural building support column,
or other similar item located within the boundary of the Leased Premises but
which represents a building component that serves portions of the Project
besides only the Leased Premises.
2.10. "LEASED PREMISES SQUARE FOOTAGE" means the square footage set forth in
Article I, which represents the agreed upon rentable square footage of the
Leased Premises, which rentable square footage is different than and in excess
of the usable square footage.
2.11. "LEASED PREMISES UTILITY CHARGES" means the charges payable by Tenant
for utility consumption by the Leased Premises, as further described in
paragraph 5.02.
2.12. "NOTICE" means only written notification given by one party to the
other. Notice may only be given by: a form of US Mail in which the recipient is
required to sign a receipt (such as certified, return receipt); a nationally
recognized courier service which requires the recipient to sign a receipt (such
as Federal Express or UPS Next Day); and, in the case of
-3-
delivery to the Leased Premises, in which event the Notice will be effective as
of the date of delivery. Notice must be given to the other party at the party's
Notice Address, except in the case of Notice to Tenant, which may always be
given at the Leased Premises. The Notice Address for each party is the address
listed in the Data Section of this Lease, or to such other address designated by
a party by Notice to the other party, provided, that Landlord shall not be
required to give Notice to more than one address, and if more than one address
is specified, Landlord may choose any one address of those designated by Tenant.
2.13. "PROJECT" means the Building and the real estate associated with the
Building, the current boundary of which is described on Exhibit B.
2.14. "PROJECT OPERATING EXPENSES" means all of the reasonable expenses
incurred by Landlord in the Operation of the Project except for those expenses
which are specifically excluded in this paragraph below, as may be adjusted by
the following sentence. If during all or part of any Fiscal Year the Project
has not been fully occupied, then for the purposes of computing Project
Operating Expenses for such Fiscal Year, Project Operating Expenses shall be
those expenses which would have reasonably been incurred had the Project been
fully occupied and would otherwise qualify as proper Project Operating Expenses.
The preceding sentence shall in no event allow Landlord to receive payment or
reimbursement for more than 100% of the expenses actually incurred by Landlord
for the relevant Fiscal Year. Project Operating Expenses includes, without
limitation: (a) the cost of any personnel of Landlord directly involved in the
operation of the Project, provided such personnel are not above the grade of
building manager and provided that the cost of any personnel serving more
properties than the project is allocated to the Project only in proportion to
the time spent on the Project business; (b) the cost of equipment and supplies
used in the maintenance and operation of the Project (salt and sand in the
winter months, for example); (c) the cost of keeping the Project in good repair
(repairs & replacements); (d) the cost of utilities serving the Common Area and
utilities serving the Leased Premises other than those in Article 5 hereof
(electricity for the parking lot lighting and HVAC, for example; (e) a
reasonable management fee consistent with the operation of a first-class office
building in the local market; (f) the cost of maintenance and cleaning of the
Common Area; (g) the cost of equipment maintenance contracts; (h) landscaping
costs; (i) restriping and repairing the parking area serving the Project; (j)
Landlord's Insurance Premiums; (k) Project Taxes; and (l) any other item
reasonably expended for the maintenance, operation, repair and insurance of the
Project. Project Operating Expenses shall not include: (i) the cost of any
structural repairs or structural replacements for the Building; (ii) the cost of
any item that is not reasonable (which means no rates for any services will be
billed in excess of fair market rates - which may, for example, include a
reasonable premium for overtime, after hours services and emergency services;
(iii) and depreciation of any equipment or of any portion of the Project; (iv)
any income tax imposed upon Landlord's income or any estate or gift tax of
Landlord; (v) any payments on any mortgage debt secured by the Project; (vi) the
cost of construction for any additional rentable space in the Project; (vii) any
marketing and brokerage expenses in connection with the leasing of any space in
the Project to any tenant; and (ix) any expenses incurred by Landlord in
connection with the enforcement of a lease against any tenant.
2.15. "PROJECT TAXES" means the regularly assessed real estate tax of the
municipality in which the Project is located and any other tax or use charge
imposed upon the Project or its operation, such as, without limitation: a sewer
assessment or use charge; a fire district tax, and/or a special taxing district
tax. Project Taxes does not include any personal property tax imposed upon the
personal property or any tenant or any other tax which may be imposed directly
upon a tenant rather than the Project or its owner generally.
2.16. "RENT" means all sums payable by Tenant to Landlord under the
provisions of this Lease, including all Base Rent and Additional Rent.
2.17. "TENANT'S PERCENTAGE" means the percentage equivalent to the ratio of
the Leased Premises Square Footage divided by the Total Building Square Footage,
which may be adjusted upon any change in the Leased Premises Square Footage or
Total Building Square Footage, but will not be adjusted based upon the degree of
occupancy of the Project.
2.18. "TERM" means the period of time during which Tenant is entitled to
possession of the Leased Premises in accordance with the provisions of this
Lease, but does not include any hold over period.
-4-
2.19. "TOTAL BUILDING SQUARE FOOTAGE" means the gross rentable square footage
of all of the rentable tenant spaces in the Building whether rented or not. The
Total Building Square Footage is subject to adjustment, such as an increase if
any additional rentable square footage is constructed as an addition to the
Building.
2.20. "WALL STREET PRIME" means the interest rate published by the Wall
Street Journal as the base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks, or a similar substitute rate selected by Landlord if
the foregoing rate is no longer published.
ARTICLE III - LEASING OF LEASED PREMISES AND TERM OF LEASE
3.01. LEASING OF LEASED PREMISES. Landlord hereby leases the Leased Premises
to Tenant for the Term, together with a right to use certain portions of the
Common Area, subject to the other provisions of this Lease.
3.02. QUIET ENJOYMENT. Upon payment by Tenant of the Rents herein provided,
and upon the observance and performance of all the covenants, provisions and
conditions on Tenant's part to be observed and performed, Tenant shall peaceably
and quietly hold and enjoy the Leased Premises for the Term without hindrance or
interruption by Landlord or any person claiming by or through Landlord, except
as expressly provided in this Lease.
3.03. COMMENCEMENT DATE. The Term will begin on the "Actual Commencement
Date". The "Actual Commencement Date" is the Initial Commencement Date set
forth in the Data Section, unless Landlord is unable to deliver possession of
the Leased Premisses on or before the Initial Commencement Date on account of
any delay caused by any existing occupant of the Leased Premises not vacation on
time or unless Landlord is delayed in completing any Landlord's "Initial Fit-Out
Work" (defined in paragraph 3.04). In the case of any such delay, the Actual
Commencement Date shall be the Initial Commencement Date extended to the date on
which Landlord tenders possession of the Leased Premises to Tenant, in
substantially the condition promised to Tenant (for example - as-is & broom
clean and/or with substantial completion of Landlord's Initial Fit-Out Work - as
may be set forth in other provisions of this Lease regarding the condition of
the Leased Premises upon delivery to Tenant).
3.04. CONDITION OF LEASED PREMISES UPON DELIVERY TO TENANT. The Leased
Premises shall be delivered to Tenant on he Actual Commencement Date in as-is
condition, broom clean and free of all personal property of others, except that
Landlord will perform any work set forth in Exhibit C, attached hereto, as
Landlord's Initial Fit-Out Work. Any Landlord's Initial Fit-Out Work shall be
performed by Landlord in a good and workmanlike manner. Landlord will commence
any Landlord's Initial Fit-Out Work on or before the date felt to be reasonably
early enough for the work to be substantially completed on or before the Initial
Commencement Date, unless Landlord is unable to begin the work on account of
being unable to obtain occupancy of the Leased Premises and begin Landlord's
Fit-Out Work promptly after possession of the Leased Premises has been obtained.
ARTICLE IV - PAYMENT OF RENT
4.01. PAYMENT OF RENT. Tenant shall pay the monthly Base Rent and the
Monthly Additional Rent on the first day of each month during the Term, in
advance. The amount of the Monthly Additional Rent and method of billing
therefore is set forth in paragraph 4.02. Any other charge shall be due in
accordance with the Lease provision governing the charge. For example, if
Tenant is to pay Landlord for any fit-out work, the charge and manner of payment
for that may be covered under the provision specifying the fit-out work.
4.02. MONTHLY ADDITIONAL RENT. The Monthly Additional Rent is: (i) Tenant's
Percentage of Project Operating Expenses; plus (ii) leased Premises Utility
Charges. At the beginning of each Fiscal Year, Landlord shall prepare a itemized
estimate (in reasonable detail) of all of the components of the Monthly
Additional Rent expected to be incurred by Tenant during the ensuing Fiscal
Year. Landlord will provide a copy of the statement of estimated Monthly
Additional Rent to Tenant and Tenant shall pay the Monthly Additional Rent based
on Landlord's estimated statement, each monthly payment to be 1/12 of the
estimated Monthly Additional Rent to be incurred for the full Fiscal Year. After
the end of each Fiscal Year, Landlord will prepare an itemized statement of the
actual Monthly Additional Rent
-5-
incurred by Tenant during the prior Fiscal Year, together with a statement of
any overpayment or underpayment of actual Monthly Additional Rent based upon the
estimated payments made by Tenant. Landlord will render the statement of Monthly
Additional Rent actually incurred by Tenant within 90 days after the end of each
Fiscal Year. In the case of an underpayment, Tenant shall pay the shortage to
Landlord within 30 days after rendering the statement of actual Monthly
Additional Rent to Tenant. In the case of an overpayment, Landlord will
reimburse the amount of the overpayment to Tenant within 30 days after the
rendering of the statement. In the event it becomes apparent to Landlord during
the course of a Fiscal Year that the actual Monthly Additional Rent will be
materially different than the estimated Monthly Additional Rent (on account of
an unexpected increase in the municipal real estate tax, for example), then
Landlord may amend the statement of estimated Monthly Additional Rent and the
monthly payments will be adjusted such that all of the newly estimated Monthly
Additional Rent for the full Fiscal Year will have been paid via the Monthly
Additional Rent payments made prior to the new estimate plus payment of the
equal adjusted installments of the Monthly Additional Rent payments remaining in
the Fiscal Year. If Landlord has not provided Tenant with statement of estimated
Monthly Additional Rent prior to the beginning of a Fiscal Year, Tenant shall
make installment payments based upon the installments in effect for the prior
year until the new statement of estimated Monthly Additional Rent is rendered to
Tenant. The calculation of Monthly Additional Rent shall be in accordance with
Generally Accepted Accounting Principals (unless express provisions of this
Lease deviate). Any component of Project Taxes shall be charged to any period in
the same manner in which real estate tax is adjusted on closings for property in
the municipality in which the Project is located, but if not adjusted, then in
advance, each payment covering the period when first due until the date which a
payment is next first due (the method of adjustment for the regular municipal
real estate tax being in advance - based upon a uniform fiscal year). All
utility bills and other similar expenses shall be allocated to the period of
usage which resulted in the xxxx. For example, if Landlord receives a Common
Area electric xxxx in January 1994, which xxxx covers a period beginning in
November 1993 and ending in December 1993, the electric xxxx would be charged to
1993 Project Operating Expenses.
4.03. ADDITIONAL PROVISIONS REGARDING PAYMENT OF RENT. All Rent shall be due
and payable without any setoff or deduction to Landlord at the times specified
in this Article, above. If any installment of Rent is not paid within 10 days
of its due date, Tenant shall pay a late charge to Landlord equal to the greater
of $1000 or 5% of the overdue payment. If the outstanding balance of Rent owed
to Landlord contains any amount that has not been paid within 10 days of its due
date, then beginning on the 11th day, the entire outstanding balance of Rent
owed by Tenant shall bear interest at the "Default Rate", until the outstanding
balance no longer includes any amounts not paid within 10 days of their due
date. The "Default Rate" is the rate of interest equal to the lesser of: (i) 4%
over the "Wall Street Prime" in effect at the time the Default Rate begins to
accrue; or (ii) the maximum rate of interest permitted to be charged under law.
Any liability for unpaid Rent shall survive the termination of the Lease.
ARTICLE V - LEASED PREMISES UTILITIES
5.01. RESPONSIBILITY TO PROVIDE UTILITIES TO THE LEASED PREMISES. Landlord
shall provide electric power for the lighting and power outlets for the Leased
Premises and hearing fuel and electricity for the air conditioning system for
the Leased Premises. If Landlord is responsible to provide the Leased Premises
to Tenant with any plumbing fixtures (such as kitchen facilities with a sink or
bathroom facilities) Landlord will provide a water supply to the plumbing
fixtures and a waste line from such plumbing fixtures. Landlord will provide
Tenant with location in the Building with a local telephone line connection to
which Tenant may run Tenant's telephone lines. Landlord may provide for any
utility to be separately metered to Tenant, and, at Landlord's option, may
require Tenant to maintain Tenant's own, metered account with the utility
company providing such separately metered utility. In the case of any utility
for which Tenant is required to maintain Tenant's own separately metered
account, Landlord's responsibility to provide such utility to the Leased
Premises shall consist of being responsible to maintain all building systems
installed by Landlord for such utility system in good repair and providing the
utility up to the point of the meter. Tenant, and not Landlord, will be
responsible for maintaining the metered account and for keeping the utility on
from and after the point of the meter.
-6-
5.02 RESPONSIBILITY TO PAY FOR LEASED PREMISES UTILITY CHARGES. Tenant shall
pay all charges for utilities used, consumed in or allocable to the Leased
Premises ("Leased Premises Utility Charges"). In the case of separately metered
utilities, Landlord may direct that Tenant maintain Tenant's own account with
the utility company providing the service to the Project, in which case, payment
to the utility company and keeping the utility turned on past the point of the
meter shall be Tenant's responsibility. If Tenant is in arrears with any
utility company for any separately metered utility service to the Project,
Landlord may pay the utility company charges, and Tenant shall forthwith owe
Landlord reimbursement, together with interest from and after the date of
Landlord's payment at the Default Rate (defined in Article IV). If any utility
consumption in the Leased Premises is not separately metered, Landlord may
allocate the shared utility consumption to the Leased Premises in any reasonable
manner. If the electricity consumed in the Leased Premises is not separately
metered, Tenant shall pay Landlord for the electric consumption at the rate of
$1.25 per square foot of Leased Premises Square Footage per annum, increased by
the amount of any rate increase imposed after the execution of this Lease by the
utility company providing service to the Building. The preceding $1.25 per
square foot per annum rate is based on normal office usage, and Landlord
reserves the right to increase the Tenant electric charges in the event that
Tenant's electric consumption shall be in excess of normal office usage (for
example, excess usage due to a computer installation with high energy
consumption). The Leased Premises Utility Charges are payable in monthly
installments, in the manner set forth in Article IV.
ARTICLE VI - USE OF LEASED PREMISES AND TENANT'S CONDUCT IN PROJECT
6.01. PERMITTED USE FOR LEASED PREMISES BY TENANT. Tenant and any permitted
assignee or sublessee shall use the Leased Premises for the sole and exclusive
purpose set forth in the Data Section and no other purpose. The use of the
Leased Premises shall also be in accordance with all laws affecting the Leased
Premises, including the municipal zoning laws. Unless the use set forth in the
Data Section expressly provides otherwise, the use of the Leased Premises shall
be limited to the operation of a general business office. Tenant will comply
with all rules and regulations reasonably established by Landlord for the
governing of conduct of tenants in general in the Project, of which Tenant is
given notice.
6.02. TENANT ALTERATIONS, TENANT'S CONTRACTORS, MECHANIC'S LIENS, ETC.
Tenant shall not cause any alteration or improvement to be made to the Leased
Premises or to any other portion of the Project unless Tenant has obtained
Landlord's prior Consent. Landlord will not unreasonably withhold Landlord's
Consent to such alterations or improvements, but prior to rendering Consent,
Landlord may require Tenant to submit building plans (in detail reasonably
required by Landlord) and the identity of the contractor or contractors and
subcontractors to perform any such alterations and the references for such
contractors and subcontractors reasonably requested by Landlord. Prior to the
commencement of any such alteration or improvement by any contractor, Landlord
will be provided with a certificate of insurance for such contractor, showing
public liability coverage, workers' compensation coverage and any other coverage
reasonably required by Landlord, which certificate names Landlord as an
additional insured and provides that the coverage will not be canceled or not
renewed without at least 15 days advance Notice to Landlord. All work performed
by or through Tenant shall be performed in full compliance with all laws, shall
be carried out in a prompt and workmanlike manner and shall not interfere with
the peaceful enjoyment of the Project by any other tenant. Tenant shall
promptly pay all contractors and materialmen hired by Tenant to furnish any
labor or materials which may give rise to the filing of a mechanic's lien
against the Project attributable to alterations and improvements done by
or through Tenant. Should any such lien be placed against the Project, Tenant
shall cause same to be discharged as against the Project within the sooner of:
(i) 10 business days after Tenant receives notice of such lien; or (ii) 10
business days after request by Landlord to remove such lien; (iii) the date on
which the lien could have been removed had Tenant used all reasonable efforts to
remove it after Notice from Landlord of it. If bond is filed and such lien is
discharged, Tenant shall not be obligated to discharge the lien by payment.
Notwithstanding any notice and grace period before default elsewhere set forth
in this Lease, if Tenant shall fail to discharge such lien within the time
period set forth in this paragraph above, and shall further fail to discharge
such lien within 10 more business days after Notice of failure to discharge the
lien is given from
-7-
Landlord, then Tenant shall be in material default of the Lease, without any
further notice or grace period.
6.03. TENANT'S GENERAL COMPLIANCE WITH LAWS. Tenant shall, at Tenant's sole
cost and expense, comply with all of the requirements of all laws now in force
or which may hereafter be in force and not being reasonably disputed by Tenant
pertaining to Tenant's use of the Leased Premises and Project and any act
therein by Tenant. Specific reference is made to Tenant's duty to comply with
all state, federal and local laws concerning environmental protection and
Tenant's conduct at the Project. Tenant shall indemnify and hold Landlord
harmless from and against any damage, liability, cost and/or expense which
Landlord may suffer by reason of Tenant's failure to comply with the laws
governing Tenant's conduct at the Project, including all laws concerning
environmental protection. Tenant shall undertake no acts which would result in
the Leased Premises being defined as an "Establishment" under the environmental
laws of the State of Connecticut.
6.04. SIGNAGE & WINDOW TREATMENT. Tenant will not place or maintain, or
cause to be placed or maintained, on any portion of the Project exterior to the
Leased Premises or any portion of the Project (including the Leased Premises)
visible from the exterior of the Leased Premises, any sign or advertising matter
without Landlord's written consent. Tenant shall not place any object on any
portion of the Project exterior to the Leased Premises without Landlord's
written consent. Tenant shall not install or maintain any window treatment
without the prior written consent of Landlord. Landlord may require Tenant to
install window treatments with a particular exterior appearance (color, style
and quality), as viewed from the exterior of the Leased Premises.
6.05. ENVIRONMENTAL COMPLIANCE. Tenant will not under any circumstances
cause or permit the depositing, spillage or seepage of any "Hazardous or Special
Substance" in any dumpster or in any other area of the Project other than an in
an area and in a manner which is in strict compliance with all laws and which is
Approved in advance by Landlord. Tenant will not use, store, generate or
dispose of any substance in any manner which would cause the Project to be
classified as an Establishment under the laws of the State of Connecticut.
Tenant will indemnify Landlord from and against any loss, cost, damage, fines,
testing deemed reasonably necessary by Landlord or any other expense incurred by
Landlord as a result of any violation of any environmental law or this paragraph
by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous
or Special Substance" means any substance that may not be dumped in a land fill
as general trash, any substance listed under the laws of the State of
Connecticut or the United States as a hazardous waste, or any other substance
whose use, presence or storage at the Leased Premises requires any person to
comply with any environmental reporting or registration requirement under any
law.
6.06. OTHER DUTIES OF TENANT REGARDING MAINTENANCE, REPAIR AND CONDUCT AT THE
PROJECT. Tenant will conform Tenant's conduct to the following standards and
will perform the following duties, all in a prompt, diligent and workmanlike
manner, at Tenant's sole cost and expense:
(a) Tenant will maintain the Leased Premises in a clean and neat condition;
(b) Tenant will keep the Leased Premises in good repair, except that any repairs
to the structure of the Building which are not necessitated by any negligent
or willful act or omission of Tenant shall be performed by Landlord;
(c) Tenant will remove all trash from the Leased Premises with such frequency as
is consistent with the operation of Tenant's business in a first
class manner, which will include placing general trash in the appropriate
Project Dumpster and recyclable trash in the appropriate Project Dumpster in
order to comply with any environmental laws affecting Tenant's conduct.
(d) Tenant will comply with all laws affecting Tenant's use of the Leased
Premises and any recommendations of Landlord's fire insurance rating
organization, which laws may include, but are not limited to the municipal
zoning regulations; any environmental laws; and any licensing laws
regulating the operation of Tenant's business.
(e) Tenant will comply with all rules and regulations reasonably established by
Landlord regarding the use of the Project, which rules may be presently
existing or hereafter established and may include, for example rules
governing employee parking,
-8-
time for rubbish removal, manner of making deliveries to the Leased Premises
and style of signage.
6.07. LIMITATIONS ON TENANT'S CONDUCT. Tenant agrees to abide by the
following limitations regarding conduct at the Project.
(a) Tenant will not cause or permit the playing of any loudspeakers,
phonographs, public address systems or similar audio devices in any manner
so as to be audible outside of the Leased Premises;
(b) Tenant will not place any trash anywhere in the Project outside of the
Leased Premises except in the Project Dumpsters of Tenant's Dumpsters, as
the case may be.
(c) Tenant will not cause or permit to emanate from the Leased Premises any
objectionable odor, as determined in Landlord's reasonable discretion.
(d) Tenant will not do anything which interferes with the use and peaceful
enjoyment of the leased premises of any other tenant;
(e) Tenant will not solicit business in the Common Area via distribution of
handbills or other advertising matter or via verbal contact with patrons of
the Project, other than personal discussions with persons known to the
person soliciting prior to such person's entry into the Common Area.
(f) Tenant will not permit the parking of any vehicles in any manner which
interferes with the drives, sidewalks and fire lanes and any other areas
desired to be kept clear by Landlord.
(g) Tenant will not permit the overnight parking of any vehicles in the parking
area.
(h) Tenant will not receive or ship merchandise or equipment outside of the
areas designated by Landlord for loading and unloading.
(i) Tenant will not place any loan on any floor in excess of its loading
capacity.
(j) To the extent that Tenant may control the temperature in the Leased
Premises, Tenant will not permit the temperature in the Leased Premises to
fall low enough to cause any pipes to freeze.
(k) Tenant will not keep, use, sell or offer for sale in or upon the Leased
Premises any article which may be prohibited by the standard form of fire
insurance policy.
(l) Tenant will not xxx the Leased Premises or any portion of the Common Area
for any purpose prohibited by law or for any activity that is generally
considered inconsistent with the operation of a first class building of the
same type as the Building.
ARTICLE VII - LANDLORD'S MAINTENANCE OF PROJECT AND OTHER ACTIVITIES OF LANDLORD
IN PROJECT
7.01. LANDLORD'S MAINTENANCE DUTIES. Landlord will perform all maintenance
and repair reasonably necessary to maintain the Project in a condition
consistent with a first class property of the type constituted by the Project
(e.g., office building, R&D building, retail center, etc.) in the municipality
in which it is located. Notwithstanding the preceding sentence, Landlord's
maintenance obligations shall not extend to any maintenance duties of Tenant set
forth in Article V or the maintenance of any other portion of the Project which
is the responsibility of any other tenant under such other tenant's lease.
Landlord's maintenance duties shall be carried out in a prompt, diligent and
workmanlike manner and shall include (to the extent not required to be performed
by Tenant under Article V):
(a) keeping the Common Area, including the parking areas reasonably clean.
(b) performing snow and ice removal and sanding/salting for all portions of the
Common Area constituting parking areas, drives and walkways.
(c) keeping the exterior and structure of the Buildings in good repair, except
that to the extent not covered by Landlord's Insurance, Tenant will be
responsible for any repair necessitated by the neglect or willful misconduct
of Tenant or Tenant's agents, servants, employees or contractors.
7.02. PROJECT DUMPSTERS AND TENANT'S DUMPSTERS. "Project Dumpsters" are
those trash receptacles referred to in this paragraph. Landlord will provide a
dumpster or dumpsters for normal volumes of office trash in a location or
locations in the Project selected by Landlord. In the event Tenant's refuse
consists of other than normal volumes of
-9-
office trash, Landlord reserves the right to require Tenant to supply a dumpster
or dumpsters for Tenant's trash ("Tenant's Dumpsters"), at Tenant's sole cost
and expense, under a contract which is subject to Landlord's prior approval,
which approval may be withheld on account of the contract not being cancelable
or not more than one month's advance notice. The cost incurred by Landlord in
providing a dumpster or dumpsters may be included as an element of Project
Operating Expenses or may be charged as a Monthly Reimbursement reasonably
allocated by Landlord among all of the tenants using any dumpster in common with
other parties.
7.03. LANDLORD'S RIGHT TO RELOCATE THE LEASED PREMISES. Landlord reserves
the right to relocate the Leased Premises to another space in the Project at any
time prior to or during the Term, subject to the following conditions. If
Landlord shall desire to relocate Tenant, Landlord shall give Tenant at least 60
days advance Notice of the relocation (the "Relocation Notice"), which shall
include the estimated effective date of the relocation and a floor area outline
and Leased Premises Square Footage of the new Leased Premises. Tenant shall
cooperate in a prompt manner after receipt of Relocation Notice, for the purpose
of developing any fit-out plans desired by Tenant for the new Leased Premises.
Landlord shall perform and bear the cost of any fit-out desired by Tenant for
the new Leased Premises, provided that Landlord shall only be required to
perform and pay for any fit-out that is specified by Tenant not later than 30
days after Landlord's Relocation Notice and provided the specified fit-out
requested to be performed by Landlord does not constitute a level of fit-out in
excess of the level of quality and quantity (on a per square foot basis) as
existed in the Leased Premise at the time of Landlord's relocation Notice.
Landlord may tender possession of the new Leased Premises to Tenant at any time
after the estimated effective date for the relocation contained in the
Relocation Notice, provided that any fit-out work required to be performed by
Landlord has been substantially completed. Landlord shall either: pay for the
reasonable cost of a moving service hired by Tenant (which cost has been
Approved by Landlord before the service is hired); or directly arrange and pay
for Tenant's move into the new Leased Premises. The date of tender of possession
of the new Leased Premises is the Relocation Commencement Date, and on such
date: the new Leased Premises shall be substituted for the previous Leased
Premises; the floor area outline given by Landlord with Relocation Notice shall
be the new proportionate change in the Leased Premises Square Footage (the
square footage being calculated in the same manner as that for the original
Leased Premises); and any other factor dependent upon the Leased Premises Square
footage shall be adjusted accordingly. Unless Tenant shall otherwise Consent,
the exercise of Landlord's right to relocate Tenant shall be limited such that
the Leased Premises Square Footage and the frontage of the new Leased Premises
shall not vary by more than 5% from the previous Leased Premises Square Footage.
Tenant shall vacate the previous Leased Premises not late r than 5 days after
the Relocation Commencement Date, leaving the previous Leased Premises in the
same condition as would be required had the Term for the previous Leased
Premises come to an end by expiration time.
7.04. LANDLORD'S RIGHT TO PERFORM WORK IN PROJECT. Landlord shall have the
right to undertake the following activities in the Project; construction of
additions to the Buildings and additional buildings; demolition of Buildings;
changing the grade and/or layout of the parking area or other Common Area;
excavation of the Common Area for the purposes of the above and/or installing or
repairing utility lines; and remodeling of the exterior of the Buildings.
Landlord's right to undertake any of the foregoing activities shall be limited
such that: there will be no unreasonable interference with Tenant's use of the
Leased Premises or access thereto; there shall be no materially adverse change
with respect to the proximity of Tenant's parking to the Leased Premises; and
Tenant's parking shall not decrease below the level required to be maintained
under the municipal zoning regulations.
7.05. LANDLORD'S RIGHT TO PIPES, ETC. Landlord shall have the right to
install, maintain and repair pipes, wires, ducts and similar items in the space
above any suspended ceiling and, in the case of an area with no suspended
ceiling, in the area of the Leased Premises reasonably close to the underside of
the roof or next floor above the Leased Premises. Landlord may enter the Leased
Premises for the purpose of performing such installation, maintenance and
repair, and for the purpose of performing any maintenance or repair of any
portion of the Project for which entry into the Leased Premises is necessary,
provided any entry by Landlord under this paragraph is accomplished in a
-10-
manner which minimizes any disruption to Tenant's business.
ARTICLE VIII - INSURANCE, INDEMNIFICATION, WAIVERS, ETC.
8.01. TENANT'S INSURANCE COVERAGES. Tenant will maintain Tenant's Insurance
Coverages at all times during the Term. Tenant's Insurance Coverages shall be
maintained with an insurance carrier licensed to do business in Connecticut and
Approved of in advance by Landlord, Landlord's Approval not to be unreasonably
withheld and to be based on whether the insurance carrier maintains a rating
reasonably satisfactory to Landlord from a rating service such as A.M. Best.
Landlord may require Tenant to name Landlord as an additional insured on
Tenant's public liability policy and as a loss payee (to the extent of damage to
the realty) on Tenant's property insurance policy. Landlord may require Tenant
to provide Landlord with a copy of the policy or policies evidencing Tenant's
Insurance Coverages and Tenant shall provide Landlord (prior to the Actual
Commencement Date) with a certificate whereby the insurance carrier agrees not
to cancel or fail to renew its coverage unless at least 15 days advance Notice
is provided to Landlord. If Tenant shall fail to procure Tenant's Insurance
Coverages or provide Landlord with the copy of an insurance policy or a
certificate of insurance, as Landlord may request under the provisions of this
paragraph, Landlord may procure, but without any obligation to do so, any
Tenant's Insurance Coverages and Tenant will pay landlord the reasonable cost of
the same. Tenant's Insurance Coverages are the following insurance coverages, or
such lesser coverages as Landlord may approve of in advance:
(a) General public liability insurance coverage in at least the single limit
amount of $500,000, without deductible, insuring Tenant against all personal
injury and property damage claims arising out of any act or omission of
Tenant at the Project and such personal injury and property damage claims
for which Tenant is required to indemnify Landlord under the provisions of
this Lease.
(b) All-risk property insurance insuring at least the full replacement value
(less a commercially reasonable deductible not to exceed $2,000) of all of
Tenant's personal property at the Project and all fixtures and improvements
forming a part of and located within the boundaries of the Leased Premises.
8.02. LANDLORD'S INSURANCE COVERAGES. Landlord may maintain Landlord's
Insurance Coverages. Landlord's Insurance Coverages consist of any insurance
coverage reasonably maintained by Landlord in connection with the operation of
the Project, which coverages may include: a public liability insurance policy;
an all-risk property insurance policy, including coverage for rental loss on
account of property damage; and workers' compensation coverage for personnel
carrying out activities chargeable to Project Operating Expenses.
8.03. TENANT TO PAY FOR EXCESS INSURANCE PREMIUMS. Tenant will promptly pay
Landlord the amount of any insurance premium for Landlord's Insurance Coverages
which is in excess of the premium payable had Tenant's use of the Leased
Premises been a use for which the lowest premiums for Landlord's Insurance
Coverages are available. In the case where Tenant and any other tenant's use or
non use of their respective leased premises results in any insurance premium in
excess of the most favorable premiums for Landlord's Insurance Coverages, Tenant
shall be responsible to pay Landlord the portion of the excess which the Leased
Premises Square Footage bears to the total leased premises square footage of all
tenants causing the excess premium, or any other reasonable allocation made by
Landlord of the excess in premiums for Landlord's Insurance Coverages caused by
Tenant.
8.04. NO SUBROGATION - WAIVERS OF CLAIM. Landlord and Tenant, to the extent
not prohibited in their insurance policies, waive the right of subrogation
against the other party on account of any insured loss. Tenant and Landlord
each recognize that they may obtain property insurance, covering losses to
property on account of acts and/or omissions of the other, and if such coverage
is not obtained, the party failing to maintain the coverage shall bear the risk
of any insurable property loss (less a commercially reasonable deductible)
caused by any act or omission of the other party not arising to the level of
gross negligence or willful misconduct. Accordingly, in the event of any
uninsured property loss or damage of Tenant caused by any act or omission of
Landlord that does not constitute willful misconduct or gross negligence, which
loss or damage could have been insured under a standard tenant's all-risk
property insurance policy, Tenant waives any claim against Landlord on account
of the loss (except for recovery of a commercially reasonable deductible not in
excess of $2,000). Further provided, in the event of any uninsured property
loss or damage of Landlord caused by any act or omission of Tenant that does not
constitute willful misconduct or gross negligence, which loss or damage could
have been insured under a standard Landlord's all-risk property insurance
policy, Landlord waives any claim against Tenant on account of the
-11-
loss (except for recovery of a commercially reasonable deductible).
8.05. INDEMNIFICATION AGAINST THIRD PARTY CLAIMS. In the case of third party
claims arising out of an act or omission of Tenant or an agent, servant or
employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of
Landlord or an agent, servant or employee of Landlord (a "Landlord Fault
Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the
event of a Landlord Fault Claim, Landlord shall be responsible for the Tort
Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims
and Landlord Fault claims, Tenant shall be responsible for the claim to the
extent of the limit of public liability insurance coverage required to be
maintained by Tenant under paragraph 8.01(a), Landlord shall then be responsible
to the extent of the limit of Landlord's public liability insurance coverage,
and thereafter each party shall be responsible for the claim in the proportion
such party's fault bears to the total fault of Landlord and Tenant. Each party
shall be responsible for the Tort Indemnity of the other party for the portion
of the claim which is the responsibility of the party owing the Tort Indemnity.
Tort Indemnity shall mean that the party responsible for the indemnification
shall provide the legal defense of the claim (counsel being subject to the
approval of the indemnified party, approval not to be unreasonably withheld) and
the indemnifying party shall be responsible to pay the amount of the claim
(subject to the right to defend it) up to the limits of the indemnifications set
forth in this paragraph, above, except that in the case of claims which are both
Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible
for such party's own costs of legal defense. Tort Indemnity shall not be owed to
the extent that the party owing the indemnification has been prejudiced by any
failure of the party seeking indemnification to give Notice to the other party
within a reasonable time after said party becomes aware of a claim in which the
other party may owe an indemnity obligation under this paragraph.
ARTICLE IX - ASSIGNMENT AND SUBLETTING
9.01. LANDLORD'S CONSENT REQUIRED FOR ASSIGNMENT AND SUBLETTING. Tenant will
not assign this lease in whole or in part nor sublet all or any part of the
Leased Premises without the prior written Consent of Landlord, which will not be
unreasonably withheld or delayed. Prior to any assignment or subletting for
which Landlord's Consent is required, Tenant shall give Notice to Landlord of
the proposed assignee or subtenant and the terms of the proposed assignment or
subtenancy, and upon request of landlord, Tenant will provide Landlord with any
other information reasonably requested by Landlord for the purpose of evaluating
the proposed assignee or subtenant. Landlord hereby expressly Consents to any
assignment or subletting to an entity controlled by Tenant, which controls
Tenant, or is under the control of the same entity that controls Tenant (a
"Tenant affiliated Entity"). For the purposes of the preceding sentence,
"control" means legal voting control. The Consent by Landlord to any assignment
or subletting shall not constitute a waiver of the necessity for such Consent to
subsequent assignment or subletting. Assignment or subletting shall include a
change in a majority of any ownership of Tenant (in the case of a tenant that is
not an individual) and shall include an assignment or subletting by operation of
law (attachment of Tenant's interest in the leasehold, for example). Unless
landlord shall give express Consent of the release of Tenant, no assignment or
subletting or acceptance of any rent from any party in possession of the Leased
Premises shall constitute a release of Tenant from the obligations under this
Lease. By accepting the assignment of this Lease, any assignee assumes all
obligations of Tenant to Landlord from and after the date of the assignment,
jointly and severally with Tenant. Any attempted assignment or subletting by
Tenant without the prior Consent of Landlord shall be void. No assignment or
subletting shall provide for a rental payment, or other payment for use and
occupancy or utilization, based in whole or in part on the net income or profits
derived by any person or entity from the property assigned, subleased, occupied
or utilized (other than an amount based upon a fixed percentage of sales) and
any such purported assignment or subletting based upon such payment shall be
void and any amount payable thereunder or any rental amount therefor passed to
any person or entity shall not have deducted therefrom any expenses or costs
related in any way to the leasing of such space.
-12-
9.02. RELEASE OF TENANT ON CERTAIN ASSIGNMENTS AND SUBLETTINGS. Except for an
assignment or subletting to a Tenant Affiliated Entity, for which express
consent is given in paragraph 9.01, in the event Tenant gives Landlord any
Notice of proposed assignment of this Lease or subletting of more than 50% of
the Leased Premises, then Landlord may, by Notice to Tenant, terminate this
Lease by lapse of time, effective on the date specified in Landlord's
termination Notice. Landlord's termination Notice under this paragraph may only
be given within 30 days after Notice of the proposed assignment or subletting
from Tenant, unless within 15 days after the Notice from Tenant Landlord makes a
request to Tenant for further information with which to evaluate the proposed
assignee or subtenant, in which event the time within which Landlord may give
Notice of termination shall be extended to 30 days after Tenant has provided the
further information to Landlord. Landlord's termination Notice must specify an
effective date for the termination, and if the termination Notice is given, this
Lease shall come to an end by lapse of time as if the Term had always expired on
the effective date of the termination, and provided Tenant has vacated the
Leases Premises in accordance with the provisions of this Lease, Tenant shall be
deemed to be released from any further liability or obligations of Tenant under
this Lease arising from and after the date Tenant has vacated.
9.03. LANDLORD'S RIGHTS ON PROPOSED SUBLETTING OR ASSIGNMENT. In the event
Tenant desires to sublet or assign this Lease in whole or in part, other than to
a Tenant Affiliated Entity, for which express Consent is given in paragraph
9.01, then Landlord shall have the right of first refusal against such
subletting or assignment in accordance with the further provisions of this
paragraph. Tenant shall give Landlord Notice of the terms of any bona fide
offer to sublet or assign pursuant to which Tenant desires to consummate a
subletting or assignment, which terms shall not include consideration for the
subrent or assignment price in anything other than cash and shall not include
the subrental or assignment of any premises other than all or a portion of the
Leased Premises. Landlord shall have 15 days after the Notice from Tenant to
notify Tenant of Landlord's acceptance of said subletting or assignment terms.
If Landlord shall not exercise Landlord's right of refusal within the 15 day
time period, the subletting or assignment shall be free of Landlord's refusal
right contained in this paragraph as to a subletting or assignment on the terms
contain in the Notice from Tenant, provided that such assignment or sublease is
executed and commences within not more than 60 days after Tenant's
aforementioned Notice to Landlord. If Tenant wishes to sublet or assign at a
lower rent, more favorable terms to the assignee or subtenant or outside of said
60 day period, Tenant must again Notice to Landlord the terms of any such
bona fide offer acceptable to Tenant and the above process shall be repeated.
ARTICLE X - ESTOPPEL CERTIFICATES, SUBORDINATION, ETC.
10.01. ESTOPPEL CERTIFICATES. Upon request of Landlord or any mortgagee of
Landlord, Tenant shall execute an estoppel certificate, certifying the status of
any facts with respect to the Lease. Estoppel certification may include:
whether the Lease is in full force and effect: the rentals due under the Lease
and the degree to which same have been paid: that there are no defenses or
claims against Landlord for any alleged violation of the Lease by Landlord, or a
statement of such defenses or claims; acknowledgement of the interpretation or
meaning of any terms of the Lease, provided such acknowledgment shall not change
any term or provision hereof; and such other matters reasonably requested to be
certified in the estoppel certificate.
10.02 SUBORDINATION, ATTORNMENT, ETC. This Lease and all rights of the
Tenant under the Lease, will be, at the election of any mortgagee of the
Project, either subordinate or superior, all or in part, to the lien of the
mortgagee. Notwithstanding the foregoing or any other provision of this Lease
to the contrary, if there shall be more than one mortgage on the Project, the
rights of Tenant under this Lease shall not be treated as inferior to any
inferior mortgage without the consent of all mortgagees superior in right to the
mortgage to which Tenant's rights are sought to be subordinated. The
subordination provisions in this paragraph shall be self-operative, without the
need for any execution of any other document. In the event any proceeding is
brought for the foreclosure of the Leased Premises, Tenant agrees to attorn to
the mortgagee in the event of strict foreclosure, or to the purchaser in the
event of foreclosure by sale or deed in lieu of foreclosure, and recognize such
mortgagee or purchaser (as the case may be) as the Landlord under this Lease.
Tenant further agrees to execute any further instrument or instruments which
Landlord or Landlord's successors in title may at any time require to evidence
-13-
the subordination of this Lease to the lien of any such mortgage or mortgages
and Tenant's agreement to attorn.
10.03 EXECUTION OF DOCUMENTS BY TENANT. Tenant will execute and deliver to
Landlord or the party designated by Landlord, within ten days after presentation
of the proposed form, any estoppel certificate and/or subordination, attornment
and/or non disturbance agreement requested to be executed by Tenant pursuant to
the terms of this Lease. Tenant further agrees to include in any such documents,
if requested by Landlord: an agreement not to pay Landlord rent for more than
one month in advance; an agreement to give any mortgagee a notice of any alleged
default by Landlord and a reasonable time for such mortgagee to have such
default cured before Tenant will exercise any right to terminate this Lease; and
an agreement that Tenant will not look to such mortgagee for the return of any
security deposit or other monies not actually received by such mortgagee If
Tenant shall not have delivered the executed documents, required to be executed
and delivered under this Article, within the ten day period set forth above,
Landlord may give Tenant Notice of Tenant's failure to deliver such documents
and if Tenant shall then fail to deliver said executed documents within three
business days after delivery of such Notice, notwithstanding any provision for
notice and grace period for default elsewhere contained in this Lease. Tenant
shall be in default of the Lease, and Landlord shall have all rights provided
for in the event of such default, including termination. It is acknowledged
that foreseeable damages of Landlord on account of a breach of Tenant's
obligations under this Article may include the loss of and/or additional charge
incurred by Landlord in connection with a sale of the Project or a financing of
which the Project is to serve as collateral.
ARTICLE XI - TENANT'S SECURITY DEPOSIT
11.01. TENANT'S SECURITY DEPOSIT. Tenant's Security Deposit is due and
payable to the Landlord upon execution of this Lease. The Security Deposit
shall be security for the full and faithful performance of all obligations of
Tenant under this Lease. The rights and remedies reserved to the Landlord under
this Lease are cumulative, and in the event of a default by the Tenant, the
Landlord shall not be required to resort to the Security Deposit before
exercising any other remedy available to Landlord under this Lease or by law.
The Security Deposit will be refunded without interest to the Tenant promptly
following the expiration of this Lease, except to the extent the Security
Deposit has been applied to any damages of Landlord on account of Tenant's
failure to comply with any obligation of Tenant under this Lease. In no event,
except when the Landlord elects at Landlord's sole option to do so, may the
Tenant set off or apply any part of the Security Deposit against any Rent.
-14-
IN WITNESS WHEREOF, each party has caused this Lease to be executed on the
date below written, the date of the Lease being as of the date set forth on the
face page, if different than the date of execution for either party.
Landlord Tenant
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
--------------------------------- ------------------------------------------
000 Xxxxxxx Xx., LLC Linkon Corporation
By: Xxxxxx X. Xxxxxxxx
Its: Vice President
Date: 6/23/97 Date: 6/18/97
--------------------------- ---------------------------------
-15-
State of Connecticut
ss: City/Town of Fairfield
County of Fairfield
Personally appeared Xxxxxx X. Xxxxxxxx, signer and sealer of the foregoing
instrument, who acknowledged himself or herself to be the Vice President of
Linkon Corporation and the execution to be his or her free act and deed and the
duly authorized free act and deed of ______________, before me, this 18th of
June, 1997.
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------------
Commissioner of the Superior Court/Notary Public
State of Connecticut
ss: City/Town of Shelton
County of Fairfield
Personally appeared Xxxxxx X. Xxxxxx, 000 Xxxxxxx Xx., LLC, signer and sealer
of the foregoing instrument, who acknowledged the same to be his free act and
deed, before me, this 23rd day of June, 1997.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Commissioner of the Superior Court/Notary Public
-16-
EXHIBIT B
---------
DESCRIPTION OF LAND
-------------------
All those two certain pieces, parcels or tracts of land, together with the
buildings and improvement thereon situated in the Town of Fairfield, County of
Fairfield and State of Connecticut and described as follows:
FIRST PARCEL
------------
All that certain piece, parcel or tract of land known as 000-000 Xxxxxxx Xxxxxx,
bounded and described as follows:
NORTHERLY 126.02 feet by land now or formerly of E. Xxxxxxx Xxxxx, land
now or formerly of Xxxxxx, Xxxx & Xxxxxxxxxx, Inc., each
in part:
EASTERLY 11.04 feet; again
NORTHERLY 30.00 feet, all by land now or formerly of Olympia X. Xxxxx
and Xxxxxx X. Xxxxx; again
EASTERLY 178.72 feet by land now or formerly of May X. XxXxxxx;
SOUTHERLY 179.59 feet by Xxxxxxx Street; and
WESTERLY 190.42 feet by land now or formerly of the Town of Fairfield
and by land now or formerly of Xxxxxx X. Xxxxxxxx, each
in part.
Together with all right, title and interest, if any, to a right of way to the
Post Road, as reserved in a certain Warranty Deed from Xxxxxxx X. Xxx to Xxxxxx
X. Xxxxx and Xxxxx X. Xxxxx, dated October 7, 1931, and recorded in the Land
Records of the Town of Fairfield in Book 145 at Page 192.
Together with all right, title and interest, if any, to the right to use seven
parking spaces as provided in a certain instrument from Xxxxxxxx Xxxxxxx and
Xxxxxx X. Xxxxx to Xxxxx X. Xxxxxx et. al., dated May 3, 1974, and recorded in
said Land records in Book 597 at Page 984.
PARCEL TWO:
----------
All that certain piece, parcel or tract of land containing 12,000 square feet,
shown and designated and Plat "A" on a certain may entitled "Map of Property for
Xxxxx X. Xxxxxxx, Fairfield Connecticut, May 12, 1977" made by The Huntington
Company Engineers and Surveyors, and on file in the office of the Town Clerk of
Fairfield as Map No. 4622 and more particularly bounded and described as
follows:
NORTHERLY by Xxxxxxx Street, 124.31 feet by a bent line;
-17-
EASTERLY by other land now or formerly of Xxxxx X. Xxxxxxx, 105.25
feet;
SOUTHERLY by land now or formerly of Xxxxxxx Xxxxxxxx, 146,57 feet;
and
WESTERLY in part by land now or formerly of Xxxxxx Xxxxx X.
Xxxxxxxxxx, and in part by land now or formerly of Xxxx
Xxxxxxxxx Xxxxxxxx, in all 75.20 feet.
-18-