EXHIBIT 10(a)(9)
LICENSE AGREEMENT
THIS AGREEMENT (the "Agreement") entered into as of this 1st day of
July, 2003, between PATRIOT NATIONAL BANK ("Licensor"), having its
principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000, and L. XXXXXX XXXXXXXXX ("Licensee") an individual having an
address at 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
W I T N E S S E T H
WHEREAS, pursuant to that certain lease attached hereto as Exhibit A and
dated as of January 15, 2003 (the "Lease"), between Xxxxxxxxx & Tehrani,
LLC, as landlord ("Landlord"), and Licensor, as tenant, Licensor is the
holder of a leasehold interest in certain retail space presently,
consisting of approximately 3,032 square feet ("Licensor's Premises"),
which is known as location 109 of Ridge Plaza, 838 High Ridge Road,
Stamford, Connecticut (the "Building"); and
WHEREAS, Licensee is presently a member of the Board of Directors of the
Licensor; and
WHEREAS, Licensee desires to obtain from Licensor a license to occupy a
portion of Licensor's Premises, constituting approximately 135 square
feet (said portion, as more particularly outlined on Exhibit B hereto,
the "Licensed Premises"), and use the furniture contained therein (said
furniture, as more particularly described on Exhibit C, the
"Furniture"); and
WHEREAS, Licensor is willing to grant such license under the terms and
conditions as set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises,
which are incorporated herein, and Ten ($10.00) Dollars and other good
and valuable consideration which the parties hereto deem to be adequate,
Licensor and Licensee hereby agree as follows:
1. License. Licensor hereby grants Licensee a revocable license (the
"License"): (i) to use the Licensed Premises and the Furniture contained
therein for the sole purpose of conducting general and executive offices
uses only and; and (ii) for non-exclusive use of those portions of the
Licensor's Premises necessary to access the Licensed Premises. Such
License shall be limited to such hours when Licensor shall be open for
business to the general public, subject to and in accordance with the
terms and conditions of this Agreement.
2. Term; Termination. The term of the License (the "Term") shall
commence on April 1, 2003 (the "Commencement Date"), and terminate on
the first to occur of: (i) the expiration or earlier termination of the
Lease, (ii) when Licensor shall no longer occupy the Licensor's
Premises, (iii) upon written notice to Licensee of Licensor's election
to terminate the License; or (iv) the date upon which Licensee is no
longer a director of Licensor.
3. License Fees; Electricity Charges; Management Fee.
(a) During the Term, Licensee shall pay Licensor, in consideration of
Licensor granting to Licensee the License hereunder, (i) a monthly, base
license charge as outlined on Exhibit D attached hereto; (ii) 4.453
percent of all additional rent charged to Licensor by Landlord under the
Lease (including, but not limited to, charges for real estate taxes,
insurance and Landlord's common area costs; and (iii) a monthly usage
fee for use of the Furniture at the rate of $29.14 per month (or $349.71
per year (the charges or fees described in subsections (i) through (iii)
above, collectively, the "License Fee"). Notwithstanding anything to the
contrary contained herein, the definition of License Fee shall not
include any portion of additional rent charged to Licensor by Landlord
which is attributable to Licensor's default or delay in performing its
obligations under the Lease. Said License Fee shall be paid in equal
monthly installments specified above, in advance, on the first day of
each month during the Term, to Licensor's address specified above, or
elsewhere as directed in writing by Licensor. Said License Fee payments
shall be paid throughout the Term, without notice or demand, and without
set-off, abatement, deduction or counterclaim, except as specifically
provided in this License Agreement. If Licensee fails to pay when due
any License Fee payments, Licensee shall pay Licensor a late charge for
Licensor's administrative expenses equal to five percent (5%) of such
unpaid amount per month until paid. Licensee shall also pay Licensor
interest on such unpaid amount at the rate of twelve percent (12%) per
annum (but not to exceed the highest rate permitted by applicable "Laws"
(as hereinafter defined), said interest to apply from the date such
payment was due until paid. Said late charge and interest shall be in
addition to (and not in lieu of) any other rights or remedies available
to Licensor under this License Agreement or at law or in equity. Any
unperformed obligations of Licensee under this License Agreement
(including, without limitation, any License Fee obligations) shall
survive the Term.
(b) During the Term, Licensee shall pay Licensor, in further
consideration of Licensor granting to Licensee the License hereunder a
monthly electricity fee at the rate of $19.68 per month (or $236.25 per
year (the "Electricity Fee"). Said Electricity Fee shall be paid in
equal monthly installments specified above, in advance, on the first day
of each month during the Term, to Licensor's address specified above, or
elsewhere as directed in writing by Licensor. Said Electricity Fee
payments shall be paid throughout the Term, without notice or demand,
and without set-off, abatement, deduction or counterclaim, except as
specifically provided in this License Agreement. If Licensee fails to
pay when due any Electricity Fee payments, Licensee shall pay Licensor a
late charge for Licensor's administrative expenses equal to five percent
(5%) of such unpaid amount per month until paid. Licensee shall also pay
Licensor interest on such unpaid amount at the rate of twelve percent
(12%) per annum (but not to exceed the highest rate permitted by
applicable "Laws" (as hereinafter defined), said interest to apply from
the date such payment was due until paid. Said late charge and interest
shall be in addition to (and not in lieu of) any other rights or
remedies available to Licensor under this License Agreement or at law or
in equity. Any unperformed obligations of Licensee under this License
Agreement (including, without limitation, any License Fee obligations)
shall survive the Term.
(c) During the Term, Licensee shall pay Licensor, in further
consideration of Licensor granting to Licensee the License hereunder a
management fee at the rate of ten percent (10%) of the total amount of
License Fee and Electricity Fee charged to Licensee by Licensor for the
immediately preceding month (the "Management Fee"). Said Management Fee
shall be paid by Licensee within ten (10) days of receiving an invoice
therefor from Licensor, to Licensor's address specified above, or
elsewhere as directed in writing by Licensor. Said Management Fee
payments shall be paid throughout the Term, without t set-off,
abatement, deduction or counterclaim, except as specifically provided in
this License Agreement. If Licensee fails to pay when due any Management
Fee payments, Licensee shall pay Licensor a late charge for Licensor's
administrative expenses equal to five percent (5%) of such unpaid amount
per month until paid. Licensee shall also pay Licensor interest on such
unpaid amount at the rate of twelve percent (12%) per annum (but not to
exceed the highest rate permitted by applicable "Laws" (as hereinafter
defined), said interest to apply from the date such payment was due
until paid. Said late charge and interest shall be in addition to (and
not in lieu of) any other rights or remedies available to Licensor under
this License Agreement or at law or in equity. Any unperformed
obligations of Licensee under this License Agreement (including, without
limitation, any License Fee obligations) shall survive the Term.
4. Condition; No Representations. Licensee hereby accepts the Licensed
Premises, in their current, "as-is", "where-is" condition, and
acknowledges that Licensor has made no promises or representations
(express or implied) as to the suitability, legality or condition of the
Licensed Premises or the Building for the Licensee's purposes. Licensor
shall have no obligation to perform any fit-up, preparatory or demising
work with respect to the Licensed Premises or in any other respect.
5. Indemnity. Licensee hereby agrees to indemnify, defend and hold
Licensor harmless from and against any and all demands, claims, causes
of action, damages, losses, liabilities, judgments, costs and expenses
(including, without limitation, reasonable attorneys' fees and costs)
incurred in connection with, or arising from, the use of the Licensed
Premises (or any breaches of this Agreement) by Licensee or its
invitees. This indemnity shall not apply to any adjudicated negligence
or willful misconduct of Licensor. This indemnity shall survive the
Term.
6. Insurance. Licensee, at its expense, shall maintain in force during
the Term comprehensive general liability insurance (including, without
limitation, legal liability, contractual liability coverages) in an
amount not less than $1,000,000.00 for personal injury or death, and
$1,000,000.00 for property damage (aggregate coverages), and excess and
employer's liability insurance, in an amount not less than
$1,000,000.00, all protecting Licensor as additional insured, against
any and all claims in connection with the Licensed Premises. All
Licensee's insurance coverages hereunder shall be provided by reputable
insurance carrier(s) reasonably satisfactory to Licensor. The parties
waive for themselves and their respective insurance carriers, and shall
use reasonable efforts to cause their respective casualty and property
damage insurance policies to contain a waiver of, the right of
subrogation against the other party. Licensee shall provide Licensor
with the original insurance policies required herein (or appropriate
certificates therefor evidencing payment of all applicable premiums for
same) on or before the commencement of the Term.
7. Maintenance; Repairs; Etc. Licensee, at its expense, shall promptly
perform (or cause to be performed) all maintenance and repairs, as and
when needed, to keep the Licensed Premises and all property therein and
appurtenances pertaining thereto (including, without limitation, any and
all interior doors, carpeting, systems, fixtures, furniture,
furnishings, equipment, non-structural items, and the interior portions
thereof) in good order, repair and condition, reasonable wear and tear
excepted. Licensor or shall perform all necessary capital replacements
and structural repairs in and to the License Area, including, without
limitation, windows, building systems, and exterior portions thereof,
except such items shall be performed by Licensor at Licensee's sole cost
and expense if caused by the negligence or willful misconduct of
Licensee or Licensee's agents, employees, guests, contractors or
subcontractors.
8. Licensee's Covenants; Surrender. Licensee hereby covenants and agrees
that Licensee will not do anything in, about or with respect to the
Licensed Premises, the Licensor's Premises or the Building which will
constitute a default under the Lease or this Agreement, or fail to do
anything which Licensee is obligated to do under the terms of this
License which would constitute a default under the Lease or this
Agreement. Licensee shall also not do or fail to do anything in or about
the Licensed Premises or the Licensor's Premises which would interfere
with Licensor's use and occupancy, or business operations of those
portions of the Licensor's Premises excluding the Licensed Premises.
Licensee hereby agrees to indemnify, defend and hold Licensor harmless
from any and all losses, claims, liabilities, damages, costs or expenses
(including, without limitation, reasonable attorneys' fees and costs)
arising from Licensee's actions or omissions, or Licensee's failure to
perform or observe any of the terms and conditions of the Lease or this
License, or the use, occupancy or operation of the Licensed Premises by
Licensee or Licensee's agents, employees, contractors, subcontractors,
invitees, licensees, Licensees or assigns. In the event of any breach of
the Lease or this Agreement by Licensee, Licensor shall have all of the
rights and remedies available to Landlord against Licensor under the
Lease or at law or equity, as if such breach occurred under such
document. Licensee hereby warrants and represents that it has read and
is familiar with all of the terms and provisions of the Lease. At the
expiration or sooner termination of the Term, Licensee shall timely
vacate and surrender the Licensed Premises vacant (except for the
Furniture) "broom-clean" and in the same condition as existed on the
commencement date of the Term, reasonable wear and tear excepted, and
otherwise in accordance with all surrender and other relevant provisions
of the Lease, and with all of the Furniture in as good condition and
repair as when originally provided to Licensee. Licensee's obligations
and covenants under this Section shall survive the Term.
9. Alterations; Etc. Licensee shall make no alterations, additions or
improvements to the Licensed Premises.
10. Transfers; Etc. Licensee shall have no right to assign, mortgage,
hypothecate or otherwise transfer any right or interest under this
License Agreement, nor shall Licensee have any right to sublet or
further license all or any part of any interest in the Licensed
Premises, or otherwise permit any other uses of the Licensed Premises.
Any attempt by Licensee to so assign or sublet or otherwise transfer
shall be null and void and of no effect.
11. Legal Requirements: Rules and Regulations; Breaches. The License is
subject to the strict observance by Licensee, at Licensee's sole cost
and expense, of: (a) any and all rules and regulations for the Licensed
Premises and/or Building reasonably imposed by Licensor and or Landlord
(the "Rules"), provided such Rules do not unreasonably impair Licensee's
use of the Licensed Premises for the purposes permitted hereunder; and
(b) with respect to Licensee's use of the Licensed Premises, any and all
present and future applicable laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive orders
(collectively, "Laws") of all governmental or any quasi-governmental
authorities, in each case now existing or hereafter created, having
jurisdiction over the Building or any portion thereof. Notwithstanding
anything to the contrary contained in this License Agreement, in the
case of any breach or violation by Licensee of any Rules or Laws, or of
any material obligation under this License Agreement, which is not
cured, to the satisfaction of the Licensor, within five (5) days after
Licensor's written notice of such breach or violation to Licensee, this
License Agreement may be terminated by Licensor upon written notice
thereof to Licensee, and Licensee shall remain liable for Licensor's
lawful damages incurred as a result of such breach(es) or violation(s).
12. Use; Prohibitions. Licensee shall have the non-exclusive use of
those portions of Licensor's Premises necessary to access the Licensed
Premises solely to access the Licensed Premises. Licensee shall use the
Licensed Premises in such a way as to not materially interfere with
Licensor's use and enjoyment of the Licensor's Premises.
13. License and Not a Lease: No Recording. This License Agreement shall
not be deemed to create a leasehold interest or any other type of
conveyance. Licensee shall not record this License Agreement or any
portion or memorandum thereof in the applicable Land Records or with any
Town Clerk's Office or with any other public authority.
14. Cure and Reimbursement. If Licensee shall be in violation of any
obligation contained in this License Agreement to be performed by
Licensee, Licensor may, upon at least five (5) days written notice to
Licensee, or without notice if in Licensor's reasonable judgement a
genuine emergency exists, perform the same for the account of and at the
expense of Licensee. Licensee shall reimburse Licensor, within five (5)
days of being billed therefor, for any and all lawful damages, and any
costs and expenses incurred by Licensor (including, without limitation,
reasonable attorney's fees and costs) in connection with any such
violation.
15. Access. Licensor and/or its agents shall have the right to enter the
Licensed Premises at all reasonable times, after at least twenty-four
(24) hours' prior written notice to Licensee (except for bona fide
emergencies, for which immediate access shall be allowed), to examine
the same, and/or to make such repairs, additions or alterations as
Licensor may deem reasonably necessary for the safety, services,
preservation, marketability or restoration of the Licensed Premises or
Building (Licensor having no obligation therefor except as specifically
provided in this License Agreement.
16. Subordination; Incorporation. This License is subject and
subordinate to all of the covenants, agreements, terms, provisions,
conditions and obligations of the Lease, as amended and/or extended. All
of the covenants, agreements, terms, provisions, conditions, obligations
and Rules and Regulations of the Lease are hereby incorporated herein by
reference with the same force and effect as if they were fully set forth
herein, and Licensee hereby agrees to be bound thereby except as clearly
inconsistent with the terms hereof, i.e.:
(a) Any reference in the Lease or to:
(b) "Landlord" or "Tenant" shall mean Licensor and Licensee,
respectively, herein; and (b) the "Premises" shall mean the Licensed
Premises hereunder;
(c) In all instances where consent or approval of the Landlord is
required under the Lease, the consent or approval of each of Landlord
and Licensor shall be required hereunder;
(d) Notwithstanding anything to the contrary contained herein, it is
understood and agreed that, any and all work, maintenance, repairs,
alterations, construction, restoration, replacements, or any facilities
and services (all said items, collectively, the "Services") to be made
and/or furnished to the Licensed Premises or the Building or any common
areas or appurtenances thereof pursuant to any provisions of the Lease
will in fact be furnished by Landlord, and not by Licensor. Licensor
shall in no event be liable to Licensee, nor shall Licensee's
obligations hereunder be impaired or the performance thereof excused,
because of any failure or delay on the Landlord's part in furnishing any
such Services. Licensee shall look solely to Landlord for the
performance of such Services, and Licensor makes no representations
hereunder (either express or implied) as to the availability or adequacy
of such Services. Licensor agrees, however, at no cost to Licensor, to
cooperate diligently and in good faith with Licensee to attempt to
obtain any such Services from Landlord, provided Licensee is not in
default hereunder.
(e) Notwithstanding anything to the contrary contained herein, Sections
3.1, 3.2, 8.1, 11.1 and 24.12 of the Lease are not incorporated into
this Sublease.
(f) In the event of any conflict between the terms of the Lease and this
License, this License shall govern and control in each instance with
respect to Licensor's and Licensee's respective obligations hereunder.
17. Notices. Any notices, consents, demands, requests or other
communications required or desired to be given under this License
Agreement shall be in writing and shall be deemed sufficiently given or
rendered if delivered by hand (against a signed receipt), or if
delivered by reputable, commercial overnight courier (against a signed
receipt), or three (3) business days after being sent if sent by
registered or certified mail (postage prepaid, return receipt requested)
addressed: (a) if to Licensee at Licensee's address set forth in this
License Agreement; or (b) if to Licensor, notices shall be sent as to
000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attn.: Chief Operating Officer;
and in each case with copies to Xxxxxxxx & Xxxxxxxx LLC, Four Stamford
Plaza, 000 Xxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 Attn.: Xxxxxx Xxxxxx,
Esq. Any such notice, consent, demand, request or other communication
shall be deemed to have been rendered or given on the date when it has
been hand delivered, on the date of delivery by overnight courier, or
three (3) business days from when it has been mailed as provided in this
Paragraph. The parties shall have the right to change their respective
notice addresses, from time to time, by written notice to the other
given in accordance with this Paragraph.
18. Brokerage. Each party hereby warrants and represents it has not
engaged or dealt with any realtor, broker or agent in connection with
the procurement or negotiation of this License Agreement, and each party
agrees to indemnify, defend and hold the other harmless from and against
any and all claims, liabilities, damages and expenses (including
reasonable attorneys' fees and costs), for any claims or charges raised
or instituted by any broker claiming to have been retained by the
indemnifying party in connection with this License Agreement. Said
indemnity shall survive the Term.
19. Landlord Consent Contingency. Notwithstanding anything to the
contrary contained in this Agreement, this Agreement is subject to and
contingent upon Landlord's written consent to this Agreement, which
Licensor, through itself or its designee(s), agrees to attempt to obtain
with reasonable diligence promptly after the parties' execution and
delivery of this Agreement. Licensee shall reasonably and promptly
cooperate with Licensor, in good faith, in obtaining said consent
(including, without limitation, complying with any of Landlord's
commercially reasonable requirements in connection therewith). If
Licensor is unable to obtain said consent by the date which is thirty
(30) days after the date of this Agreement, then (unless Licensor
otherwise agrees in writing to extend such date) this Agreement, upon
notice from Licensor, shall be null and void and of no effect as of the
date designated for termination in such notice.
20. Miscellaneous. This License Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and
assigns. This License Agreement constitutes the complete agreement of
the parties regarding the subject matters set forth herein, and
supercedes any prior or contemporaneous agreements relating to such
subject matters. This License Agreement shall not be changed or modified
except by a writing signed by the party(ies) to be bound thereby. This
License Agreement shall be governed by and construed under the laws of
the State of Connecticut. If any provision of this License Agreement is
found by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remainder of this License Agreement shall not be
affected thereby, and in lieu of each such defective provision, there
shall be added, as a part of this License Agreement, a legal, valid and
enforceable provision as similar to such defective provision as may be
possible. This License Agreement may be signed in individual
counterparts and, upon execution by and delivery to Licensor and
Licensee hereto, each such executed and delivered counterpart shall
constitute a fully executed counterpart of this License Agreement. This
License Agreement shall in no event be binding on Licensor (and Licensee
shall have no rights or claims whatsoever in connection with the License
Premises or this License Agreement) unless and until Licensee executes
and delivers this License Agreement to Licensor and Licensor thereafter
executes same and returns a fully executed counterpart thereof to
Licensor. This License Agreement maybe executed and delivered via
facsimile transmission, and any faxed signatures shall constitute
original signatures. This License Agreement is subject and subordinate
to all instruments, mortgages, ground or superior License Agreements or
other encumbrances which may now or hereafter affect the Licensed
Premises or the Building, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall
be self-operative and no further instrument of subordination shall be
required. Mention of any particular remedies or damages in this License
Agreement shall not prevent Licensor from claiming and/or collecting any
available rights and/or remedies and/or collecting the maximum amounts
of damages allowed by applicable Laws. There shall be no waiver or
estoppel by Licensor in connection with this License Agreement unless
same is effected specifically by written agreement executed and
delivered by Licensor, and no waiver by Licensor of any breach or
default hereunder shall be deemed a waiver of any subsequent breach or
default of the same or any other term herein, nor shall any custom,
practice or course of dealings between Licensor and Licensee be
construed as a waiver or diminution of Licensor's rights to insist upon
the strict performance by Licensee of any of the terms contained in this
License Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals on
the date first above mentioned.
Licensor:
PATRIOT NATIONAL BANK
By: _________________________________
Licensee:
_____________________________________
L. Xxxxxx Xxxxxxxxx
Exhibit A
---------
Lease
(attached)
Exhibit B
---------
Licenses Premises
(see attached diagram)
Exhibit C
---------
Furniture
Two Guest Chairs
Credenza
Desk
Desk Chair
Exhibit D
---------
Base License Charge
Lic. Year* Sq.Ft. Annual Rate Annual Monthly
Per Sq.Ft. Rate Rate
1-2 135 33.00 $4,455.00 $371.25
3 135 34.00 $4,590.00 $382.50
4 - end of License Term: the Base License Charge for the fourth License
Year through the end of the License Term shall be adjusted annually
using the Consumer Price index annual calendar year average for all
urban consumers (U.S. City average, all items i.e. (CPI-U)) as reported
by the U.S. Department of Labor, Bureau of Labor Statistics (1982-1984 =
100). If the publication of the Consumer Price Index shall be
discontinued, the parties hereto shall thereafter accept comparable
statistics from the U.S. Department of Labor, Bureau of Labor
Statistics. Licensor shall endeavor to, on or before March 30th of each
year, submit to Licensee a new annual Base License Charge for the
upcoming License Year. Each new annual Base License Charge shall be the
annual Base License Charge for the previous License Year adjusted by the
percentage change of the previous calendar year's Consumer Price Index.
* Lic. Year (or License Year) shall mean the twelve (12) month period
beginning on the Commencement Date, and each ensuing twelve (12) month
period during the Term, with the last License Year ending on the last
day of the Term. Although this Exhibit contemplates that the Term of
this License will exceed 4 License Years, the parties hereto acknowledge
that the License Term may expire or terminate before such time, pursuant
to the terms of the License.
