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EXHIBIT 10.16
INDENTURE OF LEASE
THIS INDENTURE OF LEASE, made this 1st day of January, 1998,
by and between
S&S REALTY, a Connecticut general partnership with offices located at
0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx (hereinafter "Landlord"); and
XXXXXXX CENTRAL CONSULTING, INC. a Georgia corporation with offices
located at 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (hereinafter
"Tenant").
ARTICLE I
DEFINITIONS
1.1 Building shall mean all of the real property, together with all of
the improvements, structures, and the buildings thereon, now or hereafter during
the Term of this Lease, known as 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxx 00000
and as more particularly described in Schedule 1.1 attached hereto and made a
part hereof.
1.2 Common Areas shall mean all areas and improvements in and around
the Building which Landlord shall make available, for the general use, in
common, by Tenant and other tenants and occupants of the Building, and shall
include but not be limited to the following: hallways, yards, entrances, exits,
stairwells, lavatories, service closets, entrance lobbies, storage areas,
loading docks, and any fixtures or personal property of Landlord in any part
thereof.
1.3 Leased Premises shall mean that portion of the Building identified
in Schedule 1.3, attached hereto and made a part hereof.
1.4 Lease Year shall mean a twelve (12) month period commencing on
January 1, 1998, and terminating on December 31, 1998, and each succeeding a
twelve (12) month period during the Term of this Lease.
1.5 Mortgage shall mean any mortgage, deed to secure debt, trust
indenture, or deed of trust which may now or later encumber or be a lien upon
Landlord's interest in the Leased Premises, or the Building; and any spreading
agreements, renewals, modifications, consolidations, replacements, and
extensions of any instrument heretofore referred.
1.6 Mortgagee shall mean the holder of any Mortgage.
1.7 Operating Expenses shall mean all amounts expended in connection
with the Leased Premises by Landlord or on Landlord's behalf for (i) the
operation, repair, or maintenance of any portion or all of the Leased Premises
or the Common Areas; (ii) cleaning, lighting, striping, and snow removal of any
parking spaces or lots comprising the Common
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Area; (iii) premium costs of public liability insurance covering the Building
and the Common Areas; (iv) premium costs for the Broad Form All Risk Insurance
(or its equivalent) cover the Building or the Common Areas (v) actual labor
costs for services required in connection with the operation, maintenance,
repair, or replacement of the Leased Premises or the Common Areas.
1.8 Pro Rata Share shall mean Tenant's proportionate percentage of the
leased space in the Building, which such percentage is equal to Tenant's Total
Rented Square Footage (agreed to be 6,500 square feet) divided by Total Rentable
Square Footage of the Building (agreed to be 9,000 square feet).
1.9 Real Estate Taxes shall mean all current real property taxes
imposed with respect to the Leased Premises by any governmental authority having
jurisdiction thereof, and all impositions and assessments for public
improvements, such as sanitary sewer or public water supply (excluding any
assessment so imposed in connection with the initial construction of the Leased
Premises); provided, however, that if at any time during the Term of this Lease,
the present method of taxation or assessment of real property shall be altered,
changed or modified, in whole or in part, and in addition to or in lieu of such
real property taxes, there shall be imposed upon Landlord or the Leased Premises
by way of assessment or levy or otherwise upon the rents derived from the Leased
Premises, each and every such assessment, levy or change shall be deemed a Real
Estate Tax. Federal income taxes, state income taxes, estate taxes, inheritance
taxes imposed upon Landlord shall not be considered Real Estate Taxes unless
such other taxes are imposed or increased by reason of alteration, change or
modification of the method of taxation or assessment of real property.
1.10 Repair shall have its ordinary meaning, but shall include
replacement whenever reasonably necessary, as determined by Landlord.
1.11 Term of this Lease shall mean a period commencing on January 1,
1998 and terminating on December 31, 2002.
1.12 Utilities shall mean charges for telephones, hot water,
electricity, air conditioning, and heating fuel used or consumed by the Tenant.
1.13 Permitted Uses shall mean an office engaged in General Business
Use and related services. The parties expressly agree that Landlord makes no
representation or warranty that such uses are or will be permitted by the
appropriate zoning regulations of the City of Hamden, either presently or
hereafter. In no event shall this Lease become ineffective or void as a result
of the Tenant's inability to conduct its business as contemplated by the
enforcement of the zoning regulations of the City of Hamden.
1.14 Tenant's Total Rented Square Feet shall mean not less than 6,500
square feet, which number is mutually agreed upon by the parties hereto.
1.15 Minimum Rent shall mean the rent as set forth in Section 2.1
hereof.
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1.16 Additional Rent shall mean all other rent payable as provided
herein.
ARTICLE II
RENT, UTILITIES AND SECURITY DEPOSIT
2.1 During the Term of this Lease, Tenant shall pay Minimum Rent to
Landlord without notice or demand and without setoff or counterclaim the
following sums:
(a) The fixed minimum annual rent during the first year of this
Lease shall be ONE HUNDRED THIRTY THOUSAND AND NO/100
($130,000.00) DOLLARS payable in advance in equal monthly
installments of TEN THOUSAND EIGHT HUNDRED THIRTY THREE AND
33/100 ($10,833.33) DOLLARS on the first day of each month.
(b) The minimum annual rent during years two, three, four and five
of this agreement and each year of any extended term shall be
equal to the minimum rent of the year immediately preceding as
adjusted pursuant to Section 2.2 below.
2.2 The minimum annual rent for years two, three, four, and five of the
initial term and each year of any extended period may, upon thirty (30) days
written notice from Landlord to Tenant, be increased by ninety cents ($.90)
multiplied by the Tenant's Total Rented Square Feet.
2.3 Tenant shall pay monthly throughout the Term of this Lease any and
all charges for all utilities used on consumed in the Leased Premises. In the
event that the charges for any of such utilities are commingled with charges for
utilities servicing other Tenants of the building, or the Common Areas, Landlord
may irrebuttably presume that Tenant's share of such utilities is equal to its
Pro Rata Share. Any such charges for utilities paid by Landlord shall be repaid
by Tenant to Landlord, as Additional Rent, within fifteen (15) days after demand
therefor. Notwithstanding the foregoing, Landlord agrees that it shall pay for
all cold water used or consumed in the Leased Premises.
2.4 In the event that Landlord does not receive any payment or Minimum
Rent or Additional Rent within ten (10) days after the same is due, Tenant shall
pay to Landlord a Late Charge equal to five (5%) percent of each such amount
past due.
ARTICLE III
DEMISE AND QUIET ENJOYMENT
3.1 In consideration of all of the obligations imposed upon Tenant by
the Lease, Landlord demises and leases to Tenant the Leased Premises for the
Term of this Lease.
3.2 Upon payment by Tenant of the rents herein provided, and upon the
observance and performance by Tenant of all of the covenants, terms and
conditions of this Lease, Tenant shall peaceably and quietly hold and enjoy the
Leased Premises for the term hereby demised,
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without hindrance or interruption by Landlord, subject, however, to the terms,
conditions and covenants hereof, and restrictions, easements and other matters
as of the record may appear.
ARTICLE IV
USE AND OPERATIONS OF THE PREMISES
4.1 Tenant shall use the Leased Premise for the sole and exclusive
purpose of the Permitted Uses set forth in Section 1.13 hereof, and for no other
purpose, whatsoever, without the Consent of Landlord.
4.2 Tenant shall not engage in any activity, nor shall keep any article
on the Leased Premises, which may be prohibited by the standard form of fire,
casualty, and public liability insurance, or which may increase the costs
incurred by the Landlord for such policies, if Landlord chooses to acquire such
policies. Any increases above the normal rates for such policies as may be
acquired by Landlord, if any, which result from the activities of Tenant, shall
be paid to Landlord, as Additional Rent, by Tenant, within ten (10) days written
demand by Landlord therefor. Proof of amount of increase and reason of increase
must be provided in writing upon notification of increase.
4.3 Tenant shall not use the Leased Premises for any illegal trade,
manufacture, or other business, or for any illegal purposes whatsoever.
4.4 Tenant shall not use the plumbing facilities of the Leased Premises
or elsewhere in the Building, for any purposes other than those for which they
were constructed. Tenant shall not dispose of any substances in such facilities
which may clog, erode, or damage them.
4.5 Tenant recognizes that the effective and harmonious operation of
the Building shall require the cooperation among all of the Building's
occupants, and as such, Tenant hereby commits itself, its agents, employees,
guests, and invitees to such actions as may be necessary to insure that there
will be no interference with the peace and quiet necessary for other occupants
of the Building, and the faithful observance of such rules and regulations that
Landlord may promulgate pursuant to Article XIV hereof.
4.6 Tenant shall not use the roof or the exterior walls of the Leased
Premises or the Building for any purpose, whatsoever, except for professional
signs, which signs must be approved by the Landlord. Landlord agrees that
approval shall not be unreasonably withheld. All sighs must be in conformance
with the ordinances and regulations of the local authorities. Upon the
termination of the lease, Tenant agrees to remove the signs and restore the
exterior to its prior condition.
4.7 Landlord agrees to provide Tenant with parking spaces to be used in
common with other tenants.
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ARTICLE V
MAINTENANCE AND REPORT OF THE LEASED PREMISES; SURRENDER
5.1 Tenant has examined the Leased Premises and the Common Areas, and
is satisfied with the condition thereof. Tenant acknowledges that Landlord has
made no representations or warranties whatsoever with the condition or fitness
for Tenant's particular purposes of the Leased Premises, the Common Areas, or
the Building except as otherwise set forth herein.
5.2 Landlord may enter the Leased Premises at reasonable times, and
from time to time, to make such inspections, repairs, alterations, or
improvements as Landlord may deem necessary, with the consent of Tenant, without
any liability to Tenant for the interruption of Tenant's business, and without
any obligation for Landlord to make such inspections, repairs, alterations, or
improvements.
5.3 Tenant shall have the right to alter or improve the Leased Premises
or any part of the Building only with the Consent of Landlord.
5.4 In the event that Tenant, its agents, employees, guests, or
invitees cause any damage to the Lease Premises or the Building, whether by
willful act, neglect, or omission, Tenant shall have no right to repair such
damage except with the Consent of Landlord; but Landlord may repair such damage
at Tenant's sole cost and expense. Such repairs as may be made by Landlord shall
be performed without liability to Tenant for any loss or damage that may be
sustained by Tenant's trade fixtures or other property, or any interference or
interruption of Tenant's business by reason thereof. Tenant shall pay to
Landlord all costs incurred by Landlord, as Additional Rent, not later than ten
(10) days after Landlord send to Tenant a xxxx for such repairs. Any sum for
such repairs not paid by Tenant within such ten (10) day period shall bear
interest at the rate of fifteen (15%) percent per annum.
5.5 At the expiration of the Term of this Lease, Tenant shall surrender
the Leased Premises in the same condition as the Leased Premises were in upon
the commencement hereof broom clean and in good repair, reasonable wear and tear
excepted, and shall surrender all keys for the Leased Premises to the Landlord
at the place then fixed for the payment of rent. Tenant shall have the right to
remove all of its trade fixtures, if any, before surrendering the Leased
Premises, as aforesaid, provided that Tenant shall reimburse Landlord for any
repair or damage occasioned thereby. Tenant's obligation to observe all of its
obligations under this Section shall survive the expiration of the Term of this
Lease. Trade fixtures not removed by Tenant upon the expiration of this Lease
will become the property of the Landlord.
ARTICLE VI
DESTRUCTION OF LEASED PREMISES
6.1 If during the Term of this Lease, the Leased Premises are destroyed
by fire, explosion, the elements, or other casualty, or if the Leased Premises
are partially destroyed so as to render the Leased Premises wholly untenantable
or unfit for occupancy, or should the Leased Premises be so badly injured that
they cannot be repaired within one hundred eighty (180) days
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from the date they sustained such injury, then either party may elect by sending
a written notice to the other to cancel and nullify the term hereby created from
the date of such damage or destruction. Upon such notice, Tenant shall
immediately surrender the Leased Premises and all of the Tenant's interest
therein to the Landlord, and shall pay rent only to the time of such surrender,
upon which event the Landlord may re-enter and repossess the Premises and may
remove all persons and property therefrom. Should the Leased Premises be
rendered untenantable or unfit for occupancy, but yet be repairable within one
hundred eighty (180) days from the occurrence of such injury, the Landlord may
enter and repair the same with reasonable speed, and the rent shall not accrue
after said injury or while the repairs are being made, but shall recommence
after said repairs shall be completed. In the event, however, that the Leased
Premises shall be so slightly injured as not to be rendered untenantable or
unfit for occupancy, then the Landlord agrees to repair the same with reasonable
promptness and in that case the rent accrued and accruing shall not cease or
discontinue at any time. The Tenant shall immediately notify the Landlord in
case of fire or other casualty to the Leased Premises.
6.2 Landlord and Tenant hereby release each other and each other's
partners, officers, directors, employees and agents, from liability or
responsibility for any loss or damage to property covered by valid and
collectible fire insurance with standard extended coverage endorsement. This
release shall apply not only to liability and responsibility of the parties to
each other, but shall also extend to liability and responsibility for anyone
claiming through or under the parties by way of subrogation or otherwise. This
release shall apply even if the fire or other casualty shall have been caused by
the fault or negligence of a party or anyone for whom a party may be
responsible; provided, however, that this release shall apply only with respect
to loss or damage actually recovered from an insurance company. This release
shall not apply to loss or damage of property of a party unless the loss or
damage occurs during the times the fire or extended coverage insurance policies
of a party contain a clause or endorsement to the effect that any release shall
not adversely affect or impair the policies or prejudice the right of the party
to recover thereunder. Landlord and Tenant each agree that any fire and extended
coverage insurance policies covering the Demised Premises or their contents
shall include this clause or endorsement at Tenant's sole cost and expense.
ARTICLE VII
CONDEMNATION
7.1 If the Building, or any significant part thereof affecting Tenant's
use, is taken public or quasi-public authority under any power of eminent domain
or condemnation, this Lease, at the option of the Landlord, shall forthwith
terminate, on the date that title vests in the condemning authority, and all
rents and other costs payable by Tenant to Landlord with respect to the Leased
Premises shall be paid to that date. The election by Landlord to exercise the
option under this Section shall be made, not later than thirty (30) days after
Title vests in the condemning authority, by written notice to Tenant. In the
event that Landlord does not elect to exercise such option, all of the
provisions, terms, conditions, and covenants of this Lease shall remain in full
force and effect.
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7.2 In the event of any condemnation, all proceeds of any award,
judgment, or settlement payable by or to the condemning authority shall be and
remain the sole and exclusive property of Landlord, and Tenant waives any right
to make any claim to such award, judgment or settlement received by Landlord.
Tenant may pursue its own claim against the condemning authority for personal
property, moving expenses and other items permitted by statute to be paid by
Tenant; provided that such pursuit by Tenant does not diminish or reduce any
award, judgment, or settlement payable by Landlord.
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
8.1 Tenant will not assign this Lease in whole or in part, nor sublet
all of any part of the Leased Premises, without the consent of the Landlord in
each instance. The consent by Landlord to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. This prohibition against assigning any assignment or
subletting shall be construed to include a prohibition against any assignment or
subletting by operation of law. If this Lease is assigned, or if the Leased
Premises or any part thereof by underlet or occupied by any person other than
the Tenant for any amount of rent greater than the amount of rent reserved in
this Lease, Landlord shall be entitled to fifty (50%) percent of such greater
rent as if it were the amount reserved in this Lease. Landlord may collect rent
from the assignee, undertenant or occupant, and apply the net amount collected
to the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained, without the consent of the Landlord. Any attempted assignment,
subletting, or other transfer by Tenant without the consent of Landlord shall be
void.
8.2 In the event that Landlord consents to any assignment or
subletting, such consent shall not be effective unless and until such assignee
or sublessee delivers to Landlord a written agreement in form and substances
satisfactory to Landlord pursuant to which, such assignee or sublessee assumes
all of the obligations or liabilities of this Lease. Notwithstanding any
assignment or sublease to which Landlord has given its consent, Tenant shall
remain primarily liable on this Lease, and shall not be released from performing
any of the terms, covenants and conditions of this Lease, but Tenant and such
assignee or sublessee shall thereafter be jointly and severally liable for the
full and faithful performance of the obligations of Tenant under this Lease, and
the aforesaid written agreement.
ARTICLE IX
ESTOPPEL CERTIFICATE, SUBORDINATION,
ATTORNMENT AND MORTGAGEE'S RIGHTS
9.1 Tenant agrees that from time to time, and at any time within ten
(10) days after each request by Landlord therefor, it will deliver an Estoppel
Certificate to Landlord, or to Landlord's designees. Estoppel Certificates shall
be in writing, acknowledged, and in proper
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form for recordation. Estoppel Certificates shall be executed by Tenant if
Tenant is an individual proprietorship, by a General Partner of Tenant if Tenant
is a partnership, or by the President or Vice President, duly authorized, if
Tenant is a corporation. Each Estoppel Certificate shall be certified to
Landlord, any Mortgagee, and assignee of any Mortgagee, or any other person
designated by Landlord, and shall contain the following information certified by
the person executing it on behalf of Tenant:
(a) Whether or not Tenant is in possession of the Leased Premises;
(b) Whether or not this Lease is in full force and effect, and the
nature of any modifications, if any, of this Lease;
(c) Whether or not Tenant contends that Landlord is in default
under any provision of this Lease;
(d) The nature of any existing setoffs or defenses against the
enforcement of any right or remedy of Landlord, or any duty or
obligation of Tenant; and
(e) The dates, if any, to which any and all rents or charges
payable by Tenant have been paid in advance.
9.2 This Lease and all of Tenant's rights hereunder are subject to and
subordinate to any and all liens of any present or future Mortgage irrespective
of the time of execution on recordation of such Mortgage. This Section is
self-executing, and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall promptly execute and deliver
any instrument in recordable form, that Landlord or the holder of any Mortgage
may request, and Tenant hereby constitutes and appoints Landlord as
attorney-in-fact for Tenant to execute any such instrument for or in Tenant's
behalf. Notwithstanding anything else to the contrary in this Section, the
holder of any Mortgage may elect to make this Lease superior to the lien of such
Mortgage or any attempt by the holder of any Mortgage to dispossess the Tenant
must be preceded by written notice to the Tenant of intention to dispossess one
hundred eighty (180) days in advance of the intended date of such dispossession.
9.3 In the event that any Mortgage is foreclosed, or if the Leased
Premises or Building is sold pursuant to a foreclosure, or by reason of any
default under any Mortgage, Tenant shall not disaffirm its obligations under
this Lease, and upon the request of the Mortgagee or purchaser at the
foreclosure, sale, or other conveyance, attorn to the Mortgagee or purchaser,
and execute a new lease setting forth terms and conditions identical to this
Lease, except that the Term of the new lease shall be for the balance of the
Term of this Lease.
9.4 Upon the written notice to Tenant from Landlord or any Mortgagee,
no notice intended for Landlord shall be deemed to have been properly given
unless a copy of such notice is sent simultaneously to such Mortgagee by
certified or registered mail, return receipt requested. If any Mortgagee shall
perform any obligation imposed upon Landlord by this Lease, the performance by
such Mortgagee shall be deemed to have discharged Landlord's obligation to make
such performance for the purposes of this Lease. Notwithstanding the foregoing,
no
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Mortgagee shall have any obligation to Tenant to perform any of Landlord's
obligations hereunder.
ARTICLE X
DEFAULT OF TENANT
10.1 Tenant shall be deemed to have defaulted under this lease upon any
of the following events:
(a) The failure to pay any installment of Minimum Rent,
Additional Rent, or any other sum required to be paid
by Tenant under this Lease for a period of ten (10)
days after such sum is due;
(b) The failure by Tenant to perform, observe, and
discharge any of its other obligations under this
Lease for a period of ten (10) days after written
notice of such failure is made by Landlord to Tenant;
(c) The expiration, lapse, or non-effect for any reason
whatsoever of any insurance policy required of Tenant
under this Lease;
(d) In the event that Tenant becomes bankrupt, insolvent,
files any debtor proceedings, or takes or has taken
against it in any court pursuant to any statute
either of the United States or of any state a
petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver
or trustee of all or a portion of Tenant's property,
and if such proceeding is not terminated within
thirty (30) days after the date of its commencement;
(e) If Tenant makes an assignment for the benefit of
creditors;
(f) If Tenant shall abandon the Leased Premises;
(g) If Tenant's rights under this Lease are assigned by
operation of law; or
(h) If Tenant shall lose its license or other privilege
to conduct its business.
10.2 In the event of any of the defaults specified in Section 10.1,
Landlord may give to Tenant a notice of intention to cancel this Lease at the
expiration of five (5) days from the date of service of such Notice, and upon
the expiration of such five (5) day period, the Term of this Lease shall expire,
and all of the right, title and interest of Tenant under this Lease shall
terminate. Thereafter, Tenant shall quit and surrender the Leased Premises to
Landlord; provided, however, that Tenant's liability under all of the provisions
of this Lease, including Tenant's obligation to pay Minimum Rent, Additional
Rent, and such other sums as may be due and payable hereunder, shall continue
notwithstanding any expiration and surrender, and notwithstanding any re-entry,
repossession, or dispossession by Landlord under Section 10.3, hereinafter.
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10.3 Upon the expiration of the Term of this Lease, or the termination
of this Lease by Landlord pursuant to Section 10.2, hereinbefore, Landlord, its
agents and employees, may immediately or at any time thereafter re-enter the
Leased Premises and remove Tenant, its agents, subtenants, licensees,
concessionaires, and invitees, and any of its or their property from the Leased
Premises. Re-entry and removal may be effectuated by any suitable action or
proceeding at law or equity, by force, or otherwise. Landlord shall not be
liable in any way for any action it may take pursuant to this Section. Tenant's
liability to Landlord under the Terms of this Lease shall survive Landlord's
re-entry, the institution of summary process proceedings, or the issuance of any
warrants or executions with respect thereto.
10.4 If this Lease shall be terminated by Landlord pursuant to Section
10.2, hereinbefore, Tenant shall remain liable (in addition to accrued
liabilities) to the extent legally permissible for the Minimum Rent, Additional
Rent, and all other charges Tenant would otherwise have been required to pay to
Landlord until the expiration of the Term of this Lease if such earlier
termination had not occurred. All such amounts shall be deemed liquidated
damages. Minimum Rent, Additional Rent, and other charges Tenant would have been
required to pay to Landlord (hereinafter "Rents") shall be computed as follows:
(a) The Rents shall be added to such expenses as Landlord may
have incurred in re-entering and/or repossessing the Leased Premises during any
default by Tenant, painting, altering or dividing the Leased Premises for
prospective tenants, combining the Leased Premises with any adjacent space for
any new or prospective tenant, putting the Leased Premises in proper repair, the
expenses of reletting the Leased Premises, including attorney's fees, brokerage
fees, disbursements to marshals, etc., and any other expenses which Landlord may
incur during the occupance of any new Tenant. From all of the foregoing sums
shall be subtracted any and all proceeds Landlord may collect, if any, in
reletting the Leased Premises. At the end of each month, Tenant shall pay the
Rents set forth for that month at the address the rent was otherwise payable.
Any suit brought by Landlord to enforce collection of this provision for any one
month shall not prejudice Landlord's right to enforce collection for any
subsequent month.
10.5 Landlord may relet all or any part of the Leased premises for all
or any part of the unexpired portion of the Term of this Lease or for any longer
period. Landlord may accept any rental then obtainable; grant any concessions of
rent; and agree to paint or make any special repairs, alterations, or
decorations for any new tenant as Landlord may deem advisable in the exercise of
its sole and absolute discretion; provided, however, that Landlord shall be
under no obligation to relet or attempt to relet the Leased Premises. Tenant
hereby waives for itself and all persons claiming by, through, or under it, any
right or redemption or restoration of the operation of this Lease under any
present or future law in the event that Tenant shall be dispossessed for any
cause, or Landlord shall obtain possession of the Leased Premises pursuant to
this Article.
10.6 In the event that Landlord shall retain an attorney to enforce the
provisions of this Lease, or if suit shall be brought for recovery of possession
of the Leased Premises, for the recovery of Rent, or any other amount due under
the provisions of this Lease, or because of the breach of any other covenant or
obligation imposed upon Tenant by this Lease, Tenant shall pay
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to Landlord all expenses incurred thereof, including a reasonable attorney's
fee, providing Landlord prevails in such action.
10.7 The rights and remedies of Landlord set forth in this Article
shall be in addition to any other right or remedy Landlord may have, now or
hereafter. All rights and remedies of Landlord shall be cumulative and not
exclusive. Landlord may exercise its rights and remedies at any time, from time
to time, in any order, to any extent, and as often as Landlord deems advisable.
A single or partial exercise of a right or remedy by Landlord shall not preclude
a further exercise thereof, or the exercise of another right or remedy from time
to time. No delay or omission by Landlord in exercising any right or remedy
shall exhaust or impair the same or constitute a waiver or acquiescence by
Landlord of a Default of Tenant. No waiver of a default shall extend to or
affect any other default or impair any right or remedy with respect thereto. No
action or inaction by Landlord shall constitute a waiver of a default by Tenant.
No waiver of a default by Landlord shall be effective unless Landlord provides
Tenant with a Notice of the same.
10.8 Tenant shall pay to Landlord for each day Tenant retains
possession of the Leased Premises, or any part thereof, after the expiration of
the Term of this Lease, Two Hundred (200%) percent of the Rent for the last day
immediately preceding the expiration of the Term of this Lease, together with
any and all damages sustained by Landlord by reason of Tenant's retention and,
if Landlord provides a Notice of Tenant of Landlord's election thereof, such
holding over by Tenant shall constitute an extension of this Lease for a period
from month to month, upon all of the terms and conditions of this Lease. This
provision shall not be deemed to waive Landlord's right of re-entry or any other
right hereunder or at law.
ARTICLE XI
LIMITATIONS OF LIABILITY OF LANDLORD
11.1 Tenant hereby indemnifies and agrees to save harmless Landlord and
any Mortgagee from and against all "claims", (except with respect to Landlord
and those that arise from its willful misconduct) which (i) arise from or are in
connection with the possession, use, occupation, management, repair, maintenance
or control of the Leased Premises or any portion thereof; (ii) arise from or are
in connection with any act or omission of Tenant, its agents, employees, guests,
or invitees; (iii) result from any default, breach, violation or nonperformance
of this Lease or any provision hereof by Tenant; or (iv) result in any injury to
any person or property or loss of life sustained in, on, or about the Leased
Premises. Tenant shall defend any and all claims against Landlord or any
Mortgagee with respect to the foregoing, or in which they may be impleaded, and
shall also pay with respect to the same, and any and all claims, suits,
proceedings, actions, causes of actions, determinations of responsibility,
liability, demands, judgment and executions.
11.2 Upon any transfer of Landlord's interest in the Leased Premises,
the then transferor Landlord shall be relieved of any and all liability to
Tenant under this Lease.
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11.3 In the event that Landlord shall be delayed or hindered or
prevented from the performance of any act required under this Lease to be
performed by Landlord, by reason of strikes, lock-outs, labor troubles,
inability to procure materials, failure of power, restrictive governmental laws
or regulations, riots, insurrection, war or other reason of a like nature not
the fault of the Landlord, then performance of such act shall be excused for the
period of the delay.
ARTICLE XII
INSURANCE
12.1 Tenant will provide and maintain throughout the Term of this Lease
comprehensive public liability insurance covering the Leased Premises, and
protecting Landlord, any Mortgagee, and any other of Landlord's designees. The
insurance required of Tenant pursuant to this Section shall protect Landlord,
the Mortgagee, Landlord's designees, and Tenant against any liability which may
arise from any occurrence on or about the Leased Premises or any appurtenance of
the Leased Premises, or which may arise from any of the claims set forth in
Section 11.1, hereinbefore. The coverage limits of such policy shall be at least
One Million ($1,000,000.00) Dollars with respect to any one person, at least One
Million ($1,000,000.00) Dollars with respect to any one accident, and at least
Five Hundred Thousand ($500,000.00) Dollars with respect to property damage.
Limits may be increased at the reasonable request of Landlord or Mortgagee at
the commencement of the Second Lease Year, and each Lease Year thereafter.
12.2 Tenant will provide and maintain fire insurance with such extended
coverage endorsements as Landlord may from time to time require covering the
contents of the Leased Premises and any alterations, additions and leasehold
provisions made by or for Tenant to the extent of the full replacement costs.
12.3 Tenant will also provide Workers Compensation insurance with
statutory limits covering all of Tenant's employees, and plate glass insurance
covering exterior plate glass in the Leased Premises.
12.4 All policies required of Tenant under this Article shall provide
(and any certificate evidencing the existence of any insurance policies shall
certify) that: unless Landlord shall be given ten (1) days written notice of any
cancellation or failure to renew, or material change to the policies, as the
case may be, the insurance shall not be canceled and shall continue in full
force and effect; and the insurance carrier shall not fail to renew the policies
for any reason; and no material change may be made in any of such policies.
12.5 Tenant shall deliver to Landlord prior to the commencement of the
First Lease Year certificates of insurance policies. In the event that any
policy required of Tenant shall be canceled or if Landlord shall reasonably
believe that such insurance is not in full force and effect, Landlord may, at
Landlord's election, purchase such insurance on Tenant's behalf, and in such
event, Tenant shall pay to Landlord the cost thereof as Additional Rent. Tenant
hereby waives and releases Landlord from any cause of action or right of
recovery which Tenant may have for any loss, injury, claim, or damage, whenever
Tenant has an insurance policy which will
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compensate for the same. Tenant irrevocably waives on behalf of Tenant and on
behalf of Tenant's insurers the right of such insurers to exercise their right
of subrogation whenever such right may be exercised against Landlord.
ARTICLE XIII
LANDLORD'S RIGHT OF ACCESS
13.1 During any reasonable time before or after the Commencement Date
of the Lease, Landlord may enter upon the Leased Premises, any portion thereof,
and any appurtenance thereto, for any of the following purposes: (i) to make
inspections; (ii) to make any repairs, replacements, or alterations which
Landlord may be required to perform under this Lease or which may be required to
perform under this Lease or which may be required to perform under this Lease or
which Landlord may deem desirable; and (iii) to show the Leased Premises to
prospective purchasers or lessees.
13.2 Tenant shall deliver to Landlord on the Commencement Date of this
Lease, keys to the Leased Premises to provide to Landlord access as permitted in
Section 13.1, hereinbefore.
13.3 Tenant shall permit Landlord to erect, use, maintain and repair
pipes, cables, conduits, plumbing, vents and wire, in, to and through the Leased
Premises, as often and to the extent that Landlord may now or hereafter deem to
be appropriate for the operation and maintenance of the Leased Premises and the
Building.
ARTICLE XIV
MISCELLANEOUS
14.1 No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this Lease provided.
14.2 This Lease and any Schedules attached hereto and forming a part
hereof, set forth all of the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Leased Premises and
there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between them other than are herein set forth. No
subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.
14.3 Landlord does not, in any way or for any purpose, become a partner
of Tenant in the conduct of its business.
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14.4 If any term, covenant or condition of this Lease or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable or decreed against public policy, the remainder of this
Lease, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant or condition of this Lease
shall be valid and be enforced to the fullest extent permitted by law.
14.5 The use of the neuter singular pronoun to refer to Landlord or
Tenant shall be deemed a proper reference even though Landlord or Tenant may be
an individual, partnership, a corporation or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where there is more than one
Landlord or Tenant to either corporations, associations, partnerships, or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.
14.6 The captions, Section numbers and Article numbers appearing in
this Lease are inserted only as a matter of convenience and in no way define,
limit, construe, or describe the scope or intent of such Sections or Articles of
this Lease nor in any way affect this Lease.
14.7 This Lease shall be construed and enforced in accordance with the
laws of the State of Connecticut for agreements wholly made and to be wholly
performed in such state.
14.8 This Lease may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all of the parties have not signed the same counterpart.
14.9 Each of the parties shall execute, acknowledge and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purpose of this Lease.
14.10 All notices, approvals, consents, or other communications
hereunder shall be made in writing and signed by the party giving the same and
shall be deemed to have been given when the same are either deposited in the
United States mail and sent by certified or registered mail, postage prepaid, or
delivered in each case to the parties at the address as such parties may
designate by Notice given in the manner set forth herein. To the Landlord, such
Notices shall have a copy sent to:
XXXX X. XXXXX, ESQUIRE
PARRETT, PORTO, XXXXXX & XXXXXXX, P.C.
000 XXXXXXX XXXXXX
XXX XXXXX, XXXXXXXXXXX 00000
If to Tenant, such Notice shall be sent to the Leased Premises.
14.11 In the event that the Leased Premises are sold or otherwise
conveyed by Landlord, the selling Landlord shall be entirely relieved of all
obligations and liability under this Lease.
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14.12 Subject to the foregoing, all provisions of this Lease shall bind
and inure to the benefit of and be enforceable by and against, each of the
parties' respective successors and assigns.
ARTICLE XV
RULES AND REGULATIONS
15.1 See Exhibit A
ARTICLE XVI
RECORDATION
16.1 The Landlord and Tenant hereto agree that this Lease will not be
recorded. In the event that Landlord wishes to record a Notice of Lease or
Memorandum of Lease, Landlord will prepare such document for recordation and
Tenant shall execute said document. In no event will the business terms of said
Lease be enumerated in said Notice or Memorandum.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals on the day and date first above written.
LANDLORD
S & S REALTY
By:
--------------------------- ---------------------------
Xxxxxxx X. Xxxxxxx
A General Partner
Duly Authorized
/s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Venture
TENANT
XXXXXXX CENTRAL CONSULTING,
INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxx X. Xxxxxx
As its Treasurer
Duly Authorized
/s/ Xxxx Xxxxxxxxx
---------------------------
Xxxx Xxxxxxxxx
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STATE OF CONNECTICUT )
) ss: New Haven
COUNTY OF NEW HAVEN )
Personally appeared, Xxxxxxx X. Xxxxxxx, who acknowledged himself to be
a General Partner of S & S Realty, and that he, as such Partner, being
authorized so to do, executed the foregoing for the purposes therein contained.
------------------------------------------
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XXXXX XX XXXXXXX )
) ss: Atlanta
COUNTY OF XXXXXX )
Personally appeared, Xxxx X. Xxxxxx, who acknowledged herself to be
treasurer of Xxxxxxx Central Consulting, Inc., and that she, as such treasurer,
being authorized so to do, executed the foregoing for the purposed therein
contained.
/s/
--------------------------------------
My Commission Expires February 5, 2001
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EXHIBIT A
RULES AND REGULATIONS
1. Doors to be locked. Before leaving the Premises unattended, Tenant
shall close and securely lock all doors and transoms and shut off all utilities
in the Premises. Any damage resulting from failure to do so shall be paid by
Tenant.
2. Sound Devices. Tenant shall not place any radio or television
antenna on the roof or on or in any part of the inside or outside of the
Building other than the inside of the Premises, or operate or permit to be
operated any musical or sound producing instrument or device inside or outside
the Premises which may be heard outside the Premises, or operate any electrical
device from which may emanate electrical waves which may interfere with or
impair radio or television broadcasting or reception from or in the Building or
elsewhere.
3. Nuisances. Tenant shall not bring or permit to be in the Building
any bicycle or other vehicle, or animal, make or permit any noise, vibration or
odor to emanate from the Premises; or do anything therein tending to create or
maintain a nuisance; or disturb, solicit or canvass any occupant of the
Building, or do any act tending to injure the reputation of the Building.
4. Cleanliness and Obstruction of Public Areas. Tenant shall not place
anything or allow anything to be placed near the glass of any door, partition,
or window which may be unsightly from outside the Premises; or take or permit to
be taken in or out of other entrances of the Building, any item normally taken
in or out through the trucking concourse or service doors; or, whether
temporarily, accidentally, or otherwise, allow anything to remain, in, place or
store anything in, or obstruct in any way, any passageway, exit, stairway,
shipping platform, or truck concourse, if any. Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in clean and
sightly condition.
5. Overload Any Floor. Tenant shall not overload any floors.
6. Defacing Premises. Tenant shall not do any painting or decorating in
the Premises, or xxxx, paint, cut or drill into, drive nails or screws into, or
in any way deface any part of the Premises or the Building, outside or inside,
without the prior written consent of Landlord. (If Tenant desires signal,
communication, alarm or other utility or service connections installed or
changed, the same shall be made by and at the Expense of Tenant, with the
approval of and under direction of Landlord).
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