THIS LEASE, made by this agreement between LAND FIRST II GROUP, a general
partnership, having its office and principal place of business at X.X. Xxx 0000,
Xxxxxxxxxx, XX 00000, acting herein by XXXXX X. XXXXXXXXX, Partner, duly
authorized, LANDLORD and XXXXX XXXXXXX and XXXX XXXXXXXX, acting as principals
on behalf of THE MILLBROOK PRESS, INC., a corporation formed under the laws of
the State of Delaware, TENANT,
WITNESSETH:
Whenever used herein, the singular number shall include the plural, and
plural the singular, and the use of gender shall be applicable to all genders.
The Landlord does hereby lease to the Tenant and the Tenant does hereby
hire from the Landlord the following:
All those five (5) certain Condominium Units being Nos. 3A 3B 3C, 3D & 3F
in Landmark Office Center, 0 Xxx Xxx Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000,
together with an interest in the common area and facilities of said unit being
more specifically designated and described in the Declaration establishing the
Plan for Unit Ownership under the "Unit Ownership Act" of the General Statues of
the State of Connecticut, which Declaration is entitled, "Declaration of Land
First II Group and is dated March 21, 1988 and to be recorded in the Brookfield
Land Records, reference thereto being hereby made. The land covered by said
Declaration of Condominium is known and designated as "Parcel 'B' 4,008 Acres",
on a certain map entitled "Map Prepared for Brookfield Office Park Inc. Old
Route 7, Brookfield, Connecticut Scale 1" = 50' February 26, 1974, Certified
Substantially Correct C. Xxxxx Xxxxxxx, Jr., R.L.S., Xxxxxxx X. Xxxxxxx
Associates, New Milford Connecticut", which map is on file in the office of the
Town Clerk of the Town of Brookfield.
for the term rent payable as follows: Commencing March 1, 1996 through December
31, 1996, the sum of $64,339.50 shall be payable at the rate of $6,433.95 per
month, in advance, triple net; thereafter the first full year of the term
commencing January 1, 1997 the sum of $93,955.08 per year payable at the rate of
$7,829.59 per month, in advance, triple net; the second year of the term the sum
of $97,326.60 payable at the rate of $8,110.55 per month, in advance, triple
net; the third year of the term the sum of $96,762.00 payable at the rate of
$8,063.50 per month, in advance, triple net; the fourth year of the term the sum
of $100,133.52 payable at the rate of $8,344.46 per month, in advance, triple
net; the fifth year of the term the sum of $103,050.00 payable at the rate of
$8,587.50 per month, in advance, triple net; and the sixth year of the term the
sum of $106,876.56 payable at the rate of $8,906.38 per month, in advance,
triple net.
AND THE SAID LANDLORD covenants with the said Tenant that it has good right
to lease said premises in manner aforesaid, and that Landlord will suffer and
permit said Tenant (it keeping all the Covenants on its part, as hereinafter
contained) to occupy, possess and enjoy said premises during the term aforesaid,
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without hindrance or molestation from Landlord or any person claiming by, from
or under Landlord.
AND THE SAID TENANT covenants with the said Landlord to hire said premises
and to pay the rent therefor as aforesaid, that Tenant will commit no waste, nor
suffer the same to be committed thereon, nor injure nor misuse the same; and
also that Tenant will not without written permission from said Landlord, which
permission will not be unreasonably withheld, assign this lease nor underlet a
part or the whole of said premises, nor make alterations therein, nor use the
same for any purpose but that hereinbefore authorized, but will deliver up the
same at the expiration or sooner determination of this tenancy, in as good
condition as they are now in, ordinary wear and tear excepted.
PROVIDED, HOWEVER, and it is further agreed that if said rent shall remain
unpaid ten (10) days after the same shall become payable as aforesaid, or if the
said Tenant shall assign this Lease, or underlet or otherwise dispose of the
whole or any part of said demised premises, or use the same for any purpose but
that hereinbefore authorized, or make any alterations therein without consent of
the Landlord in writing, which consent shall not be unreasonably withheld, or
shall commit waste or suffer the same to be committed on said premises, or
injure or misuse the
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same, or shall otherwise violate any of the agreements herein by the Tenant to
be performed, then this Lease shall thereupon, by virtue of this express
stipulation therein, expire and terminate, and the Landlord may recover
possession thereof in the manner prescribed by the statute relating to summary
process.
AND IT IS FURTHER AGREED, that in case the said Tenant shall, with the
written consent of the said Landlord endorsed hereon, or on the duplicate
hereof, at any time hold over the said premises, beyond the period above
specified as the termination of this Lease, then the said Tenant shall hold said
premises upon the same terms, and under the same stipulations and agreements as
are in this Instrument contained, and no holding over by said Tenant shall
operate to renew this Lease without such written consent of said Landlord.
AND IT IS FURTHER AGREED between the parties hereto, that Landlord
represents that at the commencement of this Lease they are in compliance with,
and conform to all the Laws of the State of Connecticut, and the by-laws, rules
and regulations of the City and Town within which the premises hereby leased are
situated, relating to Health, Nuisance, Fire, Highways and Sidewalks, so far as
the premises hereby leased are, or may be concerned and the Tenant agrees TO
MAINTAIN ITS DEMISED PREMISES
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in compliance with said regulations and to save the Landlord harmless from all
fines, penalties and costs for violation of or non-compliance with the same with
the sole exception of new fire code regulations subsequently passed and
affecting the premises.
AND IT IS FURTHER AGREED that said premises shall at all reasonable times
during normal business hours be open to the inspection of the Landlord and its
agents and for necessary repairs by either party. Upon reasonable notice, said
premises shall also be open at all reasonable times during normal business hours
to the Landlord and its agents to show for purchase, mortgage or lease, provided
such activity shall not unreasonably interfere with the Tenant's business
operations.
AND IT IS FURTHER AGREED between the parties to these presents, that in
case the building or buildings erected on the premises hereby leased shall be
partially damaged by fire or otherwise, the same shall be repaired as speedily
as possible at the expense of the said Landlord and the Tenant shall pay a
proportionate amount of the rental for the area of said units not affected; that
in case the damage shall be so extensive as to render the building or demised
premises untenantable the rent shall cease until such time as the building shall
be put in complete repair; but in the case of the total destruction of the
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premises/ by fire or otherwise/ the rent shall be paid up to the time of such
destruction and then and from thenceforth this Lease shall cease and come to an
end at the option of the Tenant who shall in consideration thereof release
Landlord from any and all claims for losses he might otherwise make against the
Landlord.
AND TENANT further covenants and agrees that no refuse or garbage shall be
allowed to accumulate or remain in or upon the leased premises.
AND IT IS FURTHER AGREED that this Lease shall cease and terminate at the
option of the Landlord if the Tenant shall be adjudicated bankrupt or shall
compound Tenant's debts or assign Tenant's estate or effects contained in the
Leased premises for payment thereof, or if a receiver of the Tenant's property
shall be appointed, or if this Lease shall, by operation of law, devolve upon or
pass to anyone other than the Tenant, or if an execution shall be levied against
the estate of the Tenant contained in leased premises, and shall not be
satisfied within five (5) business days thereof. Upon such termination all
future installments of rent and other SUMS DUE or to become due hereunder shall
immediately become due and payable and acceptance by the Landlord of any sum
from other than the Tenant shall not
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be deemed to be a waiver of any of the Landlord's rights and remedies hereunder.
AND IT IS FURTHER AGREED that the failure of the Landlord or Tenant to
insist upon a strict performance of any of the terms, conditions and covenants
herein shall not be deemed a waiver of any rights or remedies that the Landlord
or Tenant may have, and shall not be deemed a waiver of any subsequent breach or
default in the terms, conditions and covenants herein contained.
AND IT IS FURTHER AGREED that this Lease contains the entire agreement
between the parties that all representations relating to said premises and to
this Lease are included herein.
IT IS FURTHER AGREED by and between the parties hereto as follows:
1. The Tenant shall be responsible for all maintenance to the demised
premises including the ventilating, heating, air conditioning, plumbing and
electrical systems.
2. As additional rent, for the term of this Lease and any renewal, the
Tenant shall pay to the Landlord the real estate taxes due to the Town of
Brookfield for said Xxxxx 0X, 0x, 0X, 0X & 3F. Said payment shall be made
semi-annually on time so as to enable the Landlord to pay the Town of Brookfield
the real estate taxes as they become due. Any prepayment of said taxes shall be
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pro rated to the date of the termination or expiration of said lease. Landlord
will furnish copies of said tax bills to the Tenant 30 days prior to the
expected date of payment.
3. Throughout the term of the Lease, Tenant shall at its sole costs and
expense maintain a policy of general public liability insurance covering claims
for personal injury or property damage, with limits in respect of personal
injury of not less than $1,000,000.00 for any one person and $1,000,000.00 for
any one action with limits in respect of property damage of not less than
$250,000.00. Such policy shall name the Landlord as an additional insured but
only with respect to Tenant's use and occupancy of the premises. Tenant need not
maintain a separate policy of public liability insurance for the demised
premises, if Tenant has a blanket policy in force and effect. The Tenant, upon
the request of the Landlord, shall supply Landlord satisfactory confirmation of
the existence of such insurance which contains a ten (10) day prior written
notice provision for policy changes or cancellation.
4. The Tenant agrees to carry insurance in the nature of a hazard and
peril policy on the contents and fixtures of the demised unit which policy shall
be for the benefit and protection
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of both the Landlord and the Tenant as their interests may appear in accordance
with good insurance practices as same may apply.
5. The Tenant shall pay its own utility expenses including electric and
telephone and shall provide annual service to the heating/Ac equipment.
6. As additional rent, during the term of the Lease, the Tenant shall pay
its full percentage share of all normal common expenses having to do with the
building, including but not limited to casualty and fire insurance, garbage
removal, snow removal, lawn and landscaping maintenance being all of the units'
applicable condominium common charges.
7. Following commencement of the Lease, the Tenant hereby agrees that all
alterations to the units will be at its own expense and must be approved in
writing by the Landlord prior to the commencement thereof. The Landlord hereby
agrees that he will not unreasonably withhold such approval.
8. The Tenant will use the demised premises as a proofreading, editing
and publishing center and this Lease is expressly contingent upon the issuance
of a certificate of Occupancy, Zoning Compliance Certificate and the Tenant's
obtaining a permit, if necessary, to perform such services.
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9. Landlord shall be responsible for all structural and roof repairs to
the demised unit during the term of the Lease or any renewal thereof.
10. The Landlord represents that the demised unit is serviced by adequate
sewer and well systems to be owned and maintained by the Landlord including the
repair or replacement thereof unless said repair or replacement results from the
negligence of the Tenant or its agents or employees.
11. The Landlord shall not be held responsible for and is hereby expressly
relieved from any and all liability by reason of any injury, death, loss or
damage to any person or property in or about the leased premises and the ways
immediately adjoining, however caused, except for that caused by Landlord's
negligence, whether the loss, injury, death or damage be to the person or
property of the Tenant or any other person. The Tenant agrees to indemnify and
save the Landlord harmless from any claims caused by Tenant's negligence,
including expenses and liability for losses of, or damage to property or
injuries or death to persons occurring in or about the leased premises including
such claims by employees or Tenant in or about the premises of the Landlord
which the demised premises are a part, and further agrees to pay the reasonable
costs of any legal defense provided by counsel of
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Landlord's choice in any action covered by this paragraph. The Landlord shall
not be liable to the Tenant and the Tenant shall not be liable to the Landlord
for any loss or damage caused by any of the perils or casualties enumerated in
standard fire, extended coverage, boiler and machinery policies or multiple
peril physical damage policies and any recovery by the insured party from its
insurers, even if such fire or other casualty or peril resulted from the
negligence of the other party; and to the extent of such recovery, each party
hereto releases and waives all rights and claims against the other.
12. If the subject property or any part thereof wherein the demised
premises are located shall be taken-by public or quasipublic authority under any
power of eminent domain or condemnation, and by such the demised premises are
rendered unusable for tenant's purposes, this Lease shall forthwith terminate
and the Tenant shall have no claim or interest in or to any award of damages for
such taking except to the extent that any part of such condemnation award is
attributable to the loss of business earnings or income derived from the demised
units or any of Tenant's improvements.
13. This Lease and all rights of Tenant hereunder are and shall be subject
and subordinate to the lien of any first
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mortgage which may hereafter affect the fee title of the demised premises and to
any modifications, renewals, extensions or replacements thereof. Said mortgage
may contain a provision that notwithstanding any default in the mortgage and any
foreclosure thereof or the enforcement by the holder thereof of any rights or
remedies thereunder or otherwise, said Tenant shall remain in full possession of
the demised premises throughout the term thereof and any extension or renewal
thereof; provided that at the time of the commencement of action against
Landlord to recover possession in any such foreclosure proceedings, the
following conditions shall have been complied with:
(i) The Tenant shall not be in default under this Lease; and;
(ii) The Tenant shall not have paid any installment of rent in advance
other than for the then current month and the last month s rent and the security
deposit, and there shall be no offsets against future installments of rent,
except as set forth herein; and
(iii) The net rent remaining to accrue shall not have been decreased, the
term of this Lease shall not have been extended except in accordance with the
option contained herein and this
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Lease shall not have been modified in any way which would adversely affect the
security of the holder of the mortgage; and
(iv) The Tenant shall have furnished to the then holder of the mortgage a
sworn statement in writing as to the status of this Lease in respect to the
above conditions (i), (ii) and (iii) within thirty (30) days after such holder
shall have made written demand for the same.
The Tenant shall, upon demand, at any time or times, execute, acknowledge
and deliver to Landlord, without expense to Landlord, any and all instruments
that may be necessary or proper to subordinate this Lease and all rights
hereunder to the replacement and extension, and if Tenant shall fail at any time
to execute, acknowledge, and deliver any such subordination instrument, within
seven (7) business days of the demand or request, Landlord, in addition to any
other remedies available to Landlord in consequence thereof, may execute,
acknowledge and deliver the same as the attorney in fact of Tenant and in
Tenant's name, place and stead, and Tenant hereby irrevocably makes, constitutes
and appoints Landlord, Landlord s heirs and assigns, such attorney in fact for
that purpose.
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14. The term of this Lease shall be six (6) years and ten (10) months
commencing on March 1, 1996 and terminating December 31, 2002.
15. The Landlord represents and guarantees to Tenant that the Tenant s use
of said premises as herein stated has been approved by Landlord acting in his
capacity as Declarant and further that Tenant shall have the right and authority
to apply in its own name for all permits necessary to accomplish Tenant s
proposed work hereunder without the necessity of any applications for same being
made in the name of the condominium association.
16. The Tenant shall have the right, by appropriate proceedings, to
protest or contest any assessment or assessments for real estate taxes, or any
special assessment, or the validity of either, or of any changes in assessments
or the tax rate. In any such contest or proceedings the Tenant may act in its
own name and or the name of the Landlord and the Landlord will, at the Tenant s
request, cooperate with Tenant in any way the Tenant may reasonably require in
connection with such contest or proceedings. The Landlord shall sign such
reasonable consents or other documents as the Tenant may request. Any contest or
proceedings conducted by the Tenant shall be at the Tenant's expense and in the
event any penalties, interest or late charges
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become payable with respect to the real estate taxes as a result of such
contest, the Tenant shall pay the same. However, the Landlord shall be solely
responsible for any penalties, interest or late charges imposed on the Landlord
through no fault of the Tenant. The Tenant shall be entitled to receive any tax
refunds properly allocable to the term of this lease, as it may be extended, and
relating to taxes paid by the Tenant, as a result of any such contests or
proceedings and Landlord agrees to promptly endorse such checks or vouchers that
may be issued in the joint names of Landlord or Tenant.
17. The Tenant represents to the Landlord that there is no broker
instrumental in bringing about this Lease. The Tenant hereby agrees to indemnify
and hold harmless the Landlord against the claim of any broker or agent for a
commission due by reason of this Lease, where it is judicially proven that said
broker or agent called the Premises to the Tenant s attention or interested
Tenant therein, or otherwise rendered services for which a commission might be
due, said indemnity to include all costs of defending any such claim, including
reasonable attorney's fees.
18. The Tenant shall be entitled and the Landlord shall provide the same
amount of standard signage as the other unit owners/tenants in said building.
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19. If Declarant or Association should establish assigned parking for the
Landmark Office Building, the Tenant shall be provided such assigned spaces
equivalent to the other unit owners/tenants in said building.
20. It is agreed by the parties hereto that for the purposes of this
agreement the term triple net shall mean the Tenant shall pay in addition to the
rent, the taxes, insurance and common charges attributable to the demised units.
21. It is agreed by the parties hereto that this lease supersedes and
terminates all prior leases and addendum heretofore made by the parties herein.
22. It is agreed by the parties hereto that the Tenant is responsible for
all reasonable legal fees, costs and expenses incurred by the Landlord in the
enforcement of any of the terms of this Lease which might be occasioned by acts
of the Tenant.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, and to a duplicate of the same tenor and date, this 26th day of March,
1996.
Signed, Sealed and Delivered
in the Presence of: LAND FIRST II GROUP
BY:
--------------------------- ------------------------------
XXXXXX X. XXXXX, a Partner
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BY:
--------------------------- -------------------------------
XXXXX X. XXXXXXXXX, a Partner
THE MILLBROOK PRESS, INC.
BY:
--------------------------- -------------------------------
XXXXX XXXXXXX, Its
hereunto duly authorized
BY:
--------------------------- -------------------------------
XXXX XXXXXXXX, Its
hereunto duly authorized
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