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Exhibit 10.11
LICENSE AGREEMENT
THIS AGREEMENT, made as of this 6th day of November, 1996 between 48th
AMERICAS COMPANY, a New York partnership, having an office at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx ("Licensor"), and USFI, Inc., a New York corporation having
an office at 1212 Avenue of the Americas, New York, New York ("Licensee").
W I T N E S S E T H :
WHEREAS, Licensee desire to use and occupy part of the Ninth (9th)
floor, as shown by diagonal markings on the attached rental plan (the "Licensed
Premises"), in the building known as 1212 Avenue of the Americas, New York, New
York (the "Building") for executive and general office use; and
WHEREAS, Licensor is willing to allow Licensee to use and occupy the
Licensed Premises upon the terms, covenants and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the covenants herein contained,
Licensor and Licensee covenant and agree as follows:
FIRST: (a) Subject to and in accordance with the terms and conditions
of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby
accepts from Licensor, a license to use and occupy the Licensed Premises for a
period (the "License Period") commencing on November 20, 1996 (the "License
Commencement Date") and ending (unless sooner terminated pursuant to any of the
terms or provisions of this Agreement or pursuant to law) on February 28, 1997.
(b) Notwithstanding anything contained herein to the contrary, Licensor
may terminate this License Agreement at any time, with cause (including but not
limited to any default by Licensee hereunder), immediately by giving notice to
Licensee. If Licensor is unable to give possession of the Licensed Premises on
the License Commencement Date because of the holding-over or retention of
possession of any tenant, undertenant or occupant of the Licensed Premises, or
for any other reason beyond Licensor's reasonable control, Licensor shall not be
subject to any liability for failure to give possession on said date and the
validity of this License Agreement shall not be impaired under such
circumstances, nor shall the same be construed in any wise to extend the License
Period. In such event, the License Commencement Date shall be postponed until
the earlier of (i) the date on which possession of the Licensed Period is
delivered by Licensor, or (ii) the date on which Licensee first occupies the
Licensed Premises. The foregoing provisions are intended to constitute "an
express provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.
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SECOND: As consideration for the licensing of the Licensed Premises by
Licensor to Licensee, Licensee shall pay to Licensor, at the office of Licensor
or at such other place as Licensor may designate, in advance on the first day of
each month during the License Period (except that the License Fee for the month
of December, 1996 shall be paid upon execution of this Agreement), the sum of
Three Thousand Eight Hundred Thirty-five and 00/100 Dollars ($3,835.00) per
month, which amount shall hereinafter be referred to as the "License Fee". The
License Fee shall be paid by Licensee to Licensor without any offset,
counterclaim or deduction whatsoever. Notwithstanding anything contained herein
to the contrary, in the event the License Commencement Date occurs prior to
December 1, 1996, there shall be no License Fee payable for any part of
November 1996.
THIRD: Licensee shall use the Licensed Premises for general and
executive offices and for no other purpose in accordance with all of the terms,
covenants and conditions of this Agreement.
FOURTH: Licensee shall not make any changes in or to the Licensed
Premises without Licensor's prior written consent in all instances, except that
Licensee may install telephone lines in the Licensed Premises.
FIFTH: This Agreement does not and shall not be deemed to constitute a
lease or conveyance of the Licensed Premises to Licensee or confer upon Licensee
any right, title, estate or interest in the Licensed Premises. This Agreement
grants Licensee a personal privilege to use and occupy the Licensed Premises for
the License Period on the terms and conditions set forth herein.
SIXTH: Licensee shall not assign, transfer or otherwise encumber this
Agreement or the License nor permit any other person or entity to use or occupy
the Licensed Premises.
SEVENTH: Licensee represents that it has made a thorough inspection of
the Licensed Premises and agrees to take same in its "as-is" condition on the
License Commencement Date and agrees that Licensor shall have no obligation to
alter, decorate or otherwise prepare the Licensed Premises for Licensee's use
and occupancy.
EIGHTH: Licensor shall have no obligation whatsoever to provide any
services to the Licensed Premises, except that Licensor shall (i) provide
elevator service between the ground floor of the building and the floor on which
the Licensed Premises is located by either one (1) freight or passenger elevator
which shall be subject to call and (ii) furnish electric current to the Licensed
Premises solely through existing fixtures therein.
NINTH: Licensee hereby acknowledges that Licensor has granted Licensee
the right to use and occupy the Licensed Premises with the express understanding
that Licensor shall have no
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liability to Licensee whatsoever for any theft, vandalism or other damage which
may occur to items stored by Licensee in the Licensed Premises. Licensee hereby
releases and discharges Licensor, its employees and agents, from any liability
or obligation whatsoever with respect to any damage occurring in or about the
Licensed Premises for any reason whatsoever.
TENTH: (a) Licensee shall, throughout the License Period, at its own
cost and expense, but for the mutual benefit of Licensor and Licensee, maintain
General Public Liability Insurance against claims for personal injury, death or
property damage occurring upon, in or about the Licensed Premises, such
insurance to afford protection to the limit of not less than $1,000,000 in
respect of personal injury or death and damage to property in respect of any one
occurrence. The certificate of Insurance shall specifically have the indemnity
clause referred to in paragraph (b) of this Article typed on said certificate
evidencing that the "hold harmless" clause has been issued. Licensee shall
furnish to Licensor certificates of such policies and provide for the insurance
carrier's endorsements and such policy shall not be terminated without the (10)
days' prior written notice to Licensor.
(b) Licensee shall indemnify and save harmless Licensor and its agents
against and from (i) any and all claims against Licensor of whatever nature
arising from any act, omission or negligence of Licensee, its contractors,
licensees, agents, servants, employees, invitees or visitors, (ii) all claims
against Licensor arising from any accident, injury or damage whatsoever caused
to any person or to the property of any person and occurring during the License
Period in or about the Licensed Premises, and (iii) any breach, violation or
non-performance of any covenant, condition or agreement in this Agreement set
forth and contained on the part of the Licensee to be performed. This indemnity
and hold harmless agreement shall include indemnity for and against any and all
liability, fines, suits, demands, costs and expenses of any kind or nature
incurred or in connection with any such claim or proceeding brought thereon, and
the defense thereof.
ELEVENTH: At the expiration or sooner termination of the License
Period, Licensee shall remove its personal property and, if requested by
Licensor, any additions, alterations, or improvements made by Licensee from the
Licensed Premises and Licensee shall restore the Licensed Premises and the
Building to their original condition as existed prior to the License
Commencement Date.
TWELFTH: Any personal or other property remaining in or about the
Licensed Premises after the expiration of the License Period shall, at the
option of Licensor, either be deemed property of the Licensor, without payment
therefor, or may be removed from the Licensed Premises by Licensor, at
Licensee's expense.
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THIRTEENTH: Licensee represents and warrants that it has not dealt with
any broker (other than Newmark & Company Real Estate, Inc.) In negotiating of
this Agreement and agrees to indemnify and hold Licensor harmless from any
claims or damages by reason of any breach of the foregoing representation.
FOURTEENTH: All bills, notices and communications desired or required
to be given by either party hereunder shall be given, if to Licensee, by
personal delivery to Licensee, or sent by certified mail, return receipt
requested, to the address set forth above (and shall be deemed given upon
personal delivery or mailing as aforesaid), and, if to Licensor, sent by
certified mail, return receipt requested, to the address first hereabove given
and to Xxxx-Xxxxxxx Management Group (Attention: Director of Property
Management) at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other
address as either party may hereafter designate by written notice to the other.
FIFTEENTH: The provisions hereof shall be binding upon the parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement
as of the date hereinabove set forth.
Witness: USFI, INC., Licensee
________________________________ By: _______________________________
Name: Xxxxxxx. J. Mount
Title: Executive Vice President and
Chief Operating Officer
Witness: 48th AMERICAS COMPANY, Licensor
By: Xxxx-Xxxxxxx Management Group
________________________________ By: _______________________________
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