EXHIBIT 10.2
Equastone Views, LLC
0000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
June 27, 2006
(I)Structure, LLC
c/o Infocrossing, Inc.
0 Xxxxxxxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Lease, dated as of the date hereof (the "Lease") by and between Equastone
Views, LLC, as landlord ("Landlord"), and (I) Structure, LLC, as tenant
("Tenant")
Ladies & Gentlemen:
Reference is made to the Lease. Unless otherwise defined herein capitalized
terms used in this letter agreement shall have the meanings ascribed such terms
in the Lease.
Landlord and Tenant acknowledge that the provisions of Exhibit A shall
supplement the provisions of the Lease.
Landlord and Tenant further acknowledge that pursuant to the Lease, the
Allowance may, at Tenant's option, be applied to the Tenant Work, in accordance
with the terms thereof. In furtherance thereof, Landlord and Tenant hereby agree
that, in the event Landlord and Tenant agree on the Completion Cost with respect
to Landlord's Work, then notwithstanding that the portion of the Allowance on
account of the Completion Cost is not due or payable under the Work Letter or
that Landlord's Work is not yet Substantially Complete, then the Allowance, less
110% of such agreed upon Completion Cost, may, at Tenant's option, be applied
and disbursed to the costs of Tenant Work upon the delivery of written request
therefor from Tenant to Landlord.
Each such written request shall (a) set forth a description of the Tenant Work
for which such disbursement is required, (b) attach such invoices or purchase
orders as may reasonably be required in order to substantiate the description of
the Tenant Work, (c) provide the name and address of the payee of such portion
of the Allowance (which may, from time to time, be Tenant), and (d), if such
written request relates to the performance of work at the Premises, (i) a lien
waiver from the contractor performing such work (which may be conditioned upon
receipt of payment) and (ii) a certificate from Tenant or Tenant's architect or
other consultant that such work has been substantially completed to the
satisfaction of Tenant.
Subject to the foregoing, Landlord shall disburse to Tenant the such portion of
the Allowance as set forth in such request within fifteen (15) days after
receipt thereof.
In addition to the foregoing, and notwithstanding anything to the contrary set
forth in the Lease, (A) the construction management fee payable by Tenant to
Landlord with respect to the Landlord Work shall equal five percent (5%) of the
cost thereof, (B) the construction management fee payable by Tenant to Landlord
with respect to the Tenant's Work for which Landlord
supervision is required (i.e., where actual work shall be performed on the
Premises) shall equal two percent (2%) of the cost thereof, and (C) no
construction management fee shall be payable by Tenant to Landlord with respect
to any of the Tenant's Work for which no Landlord supervision is required (e.g.,
purchase of equipment and payment to third party vendors for services rendered
outside of the Premises).
Except as expressly set forth herein, the terms of the Lease remain unmodified,
and in full force and effect, and are expressly ratified and confirmed by the
parties hereto.
Please indicate your agreement with the foregoing by signing in the space
provided below and by returning a copy of this letter agreement to the
undersigned.
Very truly yours,
EQUASTONE XXXXX, LLC
By: Equastone Manager CO, LLC, manager
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxxx, Chief Operating Officer
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------------------
Xxxx X. Xxxxxx, Executive Vice President
Accepted and Agreed:
(I)Structure, LLC
By: /s/ Xxxx Xxxxx
-----------------------------------------------------
Xxxx Xxxxx, President of IT
EXHIBIT A
Supplementary Provisions
1. As long as Tenant is entitled to possession of the Premises, Tenant shall
have the nonexclusive right without additional charge for Base Rent, to install
on the roof of the Building antenna, microwave dishes, and other
telecommunications conduit and equipment (collectively, the "Telecommunications
Equipment") necessary for the conduct of Tenant's business, and to connect the
Telecommunications Equipment to the Premises (A) with Landlord's prior written
consent and after submission of plans therefor to Landlord, (B) subject to the
requirements of applicable zoning and other land use ordinances, rules or
regulations, and any applicable restrictive covenants, and (C) subject to such
conditions as may be imposed by Landlord in its sole discretion as to the
location, number and size of the antennae, satellite dishes and other
Telecommunications Equipment.
2. As long as Tenant is entitled to possession of the Premises, Tenant shall
have the nonexclusive right without additional charge for Base Rent, to install
a generator system (the "Generator Equipment") in or about the Premises or the
Building, as may be required for the proper conduct of Tenant's business in the
Premises, and to connect the Generator Equipment to the Premises (A) with
Landlord's prior written consent and after submission of plans therefor to
Landlord, (B) subject to the requirements of applicable zoning and other land
use ordinances, rules or regulations, and any applicable restrictive covenants,
and (C) subject to such conditions as may be imposed by Landlord in its sole
discretion as to the location and size of the Generator Equipment.
3. With respect to Telecommunications Equipment and the Generator Equipment:
(A) Tenant shall operate the Telecommunications Equipment in a manner
that will not cause interference with any equipment operated by other tenants or
licensees of the Property, the installation of which preceded the installation
of the Telecommunications Equipment of Tenant which interferes with it. All
operations of Telecommunications Equipment by Tenant shall be in compliance with
all Federal Communications Commission requirements.
(B) (a) Each installation shall be installed in a good and workmanlike
manner and in accordance with all applicable laws, rules and regulations and
restrictive covenants of record, and in accordance with the plans and
specifications approved in advance by Landlord; (b) Tenant shall provide
Landlord with reasonable advance notice of any work that will be performed and
afford Landlord the opportunity to be present for all such work; provided that
only subsequent notice within a reasonable time shall be required in the case of
an emergency that presents immediate danger to Tenant, or its employees,
invitees or personal property; (c) Tenant shall keep and maintain liability
insurance and property damage insurance with respect to the equipment to be
installed that names Landlord as an additional insured and that otherwise
complies with the other terms of this Lease; (d) the installation work for the
equipment to be installed shall be performed in a lien free manner and shall
bond off or discharge any other liens or encumbrances that arise out of or are
related to any of the work performed on such equipment within thirty (30) days
after the filing thereof or ten (10) days after notice from Landlord thereof;
(e) Tenant shall be responsible for and shall pay for and repair any damage to
the Premises, the Building or the Property that arises out of the installation,
maintenance, replacement or repair of such equipment, and at the expiration or
termination of the Term, Tenant shall be responsible for, and shall pay for any
necessary repairs resulting from the removal of such equipment; (f) if requested
by Landlord, Tenant shall cause such work to be done by contractors approved by
Landlord, which approval shall not be unreasonably withheld by Landlord; (g)
Tenant hereby indemnifies Landlord against and agrees to hold Landlord harmless
from and against any and all losses, costs, expenses, judgments, liabilities,
suits and the like (including, without limitation court costs and attorneys'
fees) arising out of or related to the use, operation, installation, repair,
maintenance and replacement of such equipment; (h) Tenant shall not license or
lease the Telecommunications Equipment or any bandwidth capacity of the
Telecommunications Equipment to any third party, including, but not limited to
any subtenants or assignees (other than permitted subtenants or assignees
without consent); (i) if required by Landlord, the Telecommunications Equipment
and the Generator Equipment, at Tenant's cost and expense, shall be screened
with a material similar to the exterior of the Building so as to cause the
screening to appear to be part of the Building; (j) Tenant shall remove the
Telecommunications Equipment and the Generator Equipment prior to the expiration
or earlier termination of the Lease; (k) Tenant agrees and acknowledges that
Landlord has no obligation to ensure or guaranty that Tenant will be able to
obtain the necessary connections to public streets, utilities or other property
as necessary for the operation of Tenant's Telecommunications Equipment and the
Generator Equipment in the Building and that it shall be solely the
responsibility of Tenant to negotiate agreements with public utilities and/or
third parties to provide these connections; (l) Tenant warrants and represents
that neither its Telecommunications Equipment nor the installation thereof will
interfere with the computer, software, communication, information or other
electronic equipment or systems of any other tenant or telecommunications
provider or occupant of the Building existing in or on the roof of the Building
or elsewhere in the Project prior to Tenant's installation of equipment
hereunder, and Landlord shall not be liable in any manner for claims for
expenses, damages or loss resulting from any transmission or operational
interference of the Telecommunications Equipment; and (m) a separate electrical
sub-meter shall be installed with respect to the Generator Equipment at Tenant's
sole cost and expense and Tenant shall be billed directly for Landlord's costs
(if any) of providing such electrical service.
3. Landlord represents and warrants that to best knowledge of Landlord the
Building Complex currently conforms to all applicable laws, ordinances, rules,
regulations or orders of any governmental or quasi-governmental authority having
jurisdiction over the Building.
