EXHIBIT 10.65
License Agreement
THIS LICENSE AGREEMENT (this "License") is made as of the 3rd
day of January, 1997, between MATTERHORN USA, INC., having an
address at c/o BDG Management, Inc., 0000 Xxxxxxx Xxxxxxxx,
Xxxxxxx, Xxx Xxxx 00000 ("Owner"), and STAFF BUILDERS, INC., a New
York corporation, having an address at 0000 Xxxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxx Xxxx 00000 ("User").
W I T N E S S E T H:
WHEREAS, Owner is the owner of the office building located at
and known as 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000 (the
'Building'); and
WHEREAS, Owner and User intend to enter into discussions
regarding certain expansion space of approximately 19,650 rentable
square feet in the Building; and
WHEREAS, the User has requested the right to use and occupy
approximately 9,816 square feet of temporary space prior to the
Commencement Date; and
WHEREAS, Owner is willing to grant User the right to use and
occupy temporary space in the Building on the terms and conditions
set forth in this License;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, Owner and User hereby agree as follows:
1. User's Possession of Temporary Premises and Permitted
Uses. Owner hereby grants to User a license to use and occupy the
space substantially as shown on the diagram attached hereto and
made a part hereof as Exhibit A on the Entry Level of the Building
(the "Temporary Premises") for the period from January 1, 1997 (the
"License Commencement Date") through and including the Commencement
Date (the "Outside Expiration Date"). This License shall be
limited to the use and occupancy of the Temporary Premises solely
for general office purposes and only through and including the
Outside Expiration Date or upon the earlier termination as provided
herein.
2. Charges. In consideration of Owner's granting to User
the right to use and occupy the Temporary Premises f or the term of
this License, User hereby agrees to pay Owner a license fee of
$19,084.00 payable monthly without setoff or deduction, on the
first day of each calendar month during the term of this License.
The aforementioned license fee shall be increased at a rate of 4%
compounded and cumulative on an annual basis.
3. Condition of Premises. User represents and warrants that
is has inspected the Temporary Premises and accepts the Premises
'as is'. User acknowledges that Owner has made no claim or promise
about the condition of the Temporary Premises. User shall not make
any alterations, addition, changes or improvements to the Temporary
Premises without the prior written consent of Owner.
4. Services. As long as User is not in default under this
License, Owner, during the hours of 8:00 a.m. to 6:00 p.m. on
weekdays and on Saturdays from 9:00 a.m. to 1:00 p.m., excluding
legal holidays, shall furnish the Temporary Premises with heat and
air-conditioning in the respective seasons, and provide the
Temporary Premises with electricity for lighting and usual office
equipment.
5. Release From Liability. User agrees that Owner shall
be responsible or liable for any damage or injury to any property
or to any person or persons at any time on or about the Temporary
Premises arising from any cause whatsoever, except Owner's
negligence. User shall not hold Owner in any way responsible or
liable therefor and will indemnify and hold Owner harmless from and
against any and all claims, liabilities, penalties, damages,
judgments and expenses (including, without limitation, reasonable
attorney fees and disbursements) arising from injury to person or
property of any nature arising out of User's use or occupancy of
the Temporary Premises and also for any other matter arising out of
User's use or occupancy of the Temporary Premises, or of the street
or sidewalks adjacent thereto.
6. Insurance. During the term of User's use and occupancy
of the Temporary Premises, User, at its sole cost and expense, and
for the mutual benefit of owner and User, shall carry and maintain
comprehensive fire protection and extended coverage and liability
insurance, including property damage and replacement value,
insuring the Owner and the User against liability for injury to
persons or property occurring on or about the Temporary Premises
arising out of the ownership, maintenance, use or occupancy
thereof, in amounts and with insurance companies acceptable to
Landlord, in its reasonable discretion. User shall deliver to
owner a certificate evidencing such insurance on or before the
License Commencement Date. Such certificate shall provide that the
insurer shall not cancel, reduce or otherwise modify such coverage
without giving Owner at least thirty (30) days prior written notice
of such change.
7. Owner Access to the Temporary Premises. Upon prior
notice (except in an emergency when no such notice shall be
required) , User agrees to allow owner, its employees, agents or
contractors to enter upon the Temporary Premises to inspect same
and to make any repairs thereto which owner shall deem appropriate,
provided owner shall not unreasonably interfere with the conduct of
User's business in the Temporary Premises.
8. No Assignment. No assignment of this License or
sublicensing or subleasing of the Temporary Premises or any part
thereof shall be made by User. Neither all nor any part of User's
interest in the Temporary Premises granted hereunder may be
encumbered, assigned, or transferred in whole or in part either by
the act of User or by operation of law. User shall not permit or
suffer the Temporary Premises to be used by anyone other than the
employees of User.
9. Subordination. This License shall be subject and
subordinate to any and all mortgages and ground leases of the
Building and all extensions, consolidations, replacements thereof.
10. Default. In the event User shall be in default of any
monetary provision of this License for more than five (5) days
after the sending by Owner to User of written notice of such
monetary default, or in the event User shall be in default of any
non-monetary provision of this License for more than ten (10) days
after the sending by Owner to User of written notice of such non-
monetary default, Owner shall have the right, to the extent
permitted by law, to (i) re-enter the Temporary Premises and
withdraw the permission hereby granted to User to use the Temporary
Premises; and (ii) remove all persons and property therefrom,
without being deemed to have committed any manner of trespass.
Such remedies shall be in addition to any other rights or remedies
owner may have hereunder or at law or equity.
11. Notices. Any notices required or permitted to be given
under this License shall be given to the respective parties at the
addresses set forth at the head of this License by hand, by
overnight courier or by certified mail, return-receipt requested.
Such notices shall be deemed given upon delivery, in the case of
hand delivery, one day after mailing, in the case of overnight
courier and three business days after mailing, in the case of
mailing. such notices can be given or received by the respective
attorneys for the parties.
12. Revocable License. Either party may cancel this
License on thirty (30) days written notice.
13. Reimbursement of Fees. In the event that Owner is
required to take any legal action to enforce the terms of this
License, including any action against User for possession, owner
shall be entitled, in addition to any other rights and remedies
hereunder or at law or equity, to the reimbursement by User of all
reasonable costs incurred by owner in the exercise of its rights
and remedies, including, but not limited to, reasonable attorneys,
fees and disbursements. In any legal action brought in connection
with this License, both owner and User waive a jury trial.
14. Surrender of Premises. Upon the termination of this
License, User shall deliver the Temporary Premises in a "broom
clean" condition free from all debris, and User agrees to remove
all of its possessions and property from the Temporary Premises.
User agrees that between the date hereof and the termination of
this License, User will maintain the Temporary Premises in the same
condition and repair as it was at the commencement of this License
and will cause the grounds to be maintained and well kept.
15. Owner Access to the Temporary Premises. During the term
of this License, User agrees to allow owner, its employers, agents
or servants to enter upon the Temporary Premises and to inspect
same and make any necessary repairs. Owner is also granted the
right during User's normal business hours to enter the Temporary
Premises and exhibit the same for the purpose of showing the
Temporary Premises to prospective tenants, purchasers or
mortgagees.
IN WITNESS WHEREOF, the parties hereto have hereunder set
their hands and seals the day and year first above written.
OWNER: MATTERHORN USA, INC.
BY: /s/ K. Xxxxxx Xxxxxx
USER: STAFF BUILDERS, INC.
BY: /s/ Xxxxx Xxxxxxxx
