Exhibit 10.12
THIS LEASE AGREEMENT dated as of March 1, 1998 by and between R. P. REALTY
COMPANY, a Connecticut General Partnership with a principal place of business in
the Town of East Haven and County of New Haven, and State of Connecticut,
hereinafter referred to as "Landlord" and MICROPATENT LLC, a Delaware Limited
Liability Company, with a principal place of business in the Town of East Haven,
County of New Haven and State of Connecticut, hereinafter referred to as
"Tenant."
W I T N E S S E T H:
Article I. Demise
In consideration of the rents, covenants, and agreements hereinafter
mentioned, reserved and contained, Landlord does hereby demise and lease unto
Tenant, and Tenant does hire and take, in "as is, where is" condition, without
any warranties and/or representations whatsoever by Landlord, approximately Ten
Thousand Five Hundred Seventy Four and 88/100 (10,574.88) square feet
representing a portion of the property identified as 000 Xxxxx Xxxxxx located in
East Haven, Connecticut, more particularly described as portions of Building #2
and Building #3 in the floor plan available at the Landlord's Office (the
"premises").
Article II. Use and Subletting
1. The premises shall be used for general office operations only.
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2. The Tenant shall not assign, mortgage or encumber this Lease, nor
sublet nor permit the leased property or any part thereof to be used by others,
except an affiliated party, without the prior written consent of the Landlord in
each instance, which consent shall not be unreasonably withheld. "Affiliated
Party" as used herein shall mean any person that directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with the specified person or any entity which merges or consolidates
with Tenant or which acquires substantially all of Tenant's assets.
3. If this Lease is assigned, or if the leased property or any part
thereof is sublet, or occupied by anyone other than the Tenant, the Landlord
may, after default by the Tenant, collect rent directly from the assignee,
subtenant or occupant and apply the net amount collected to the rent herein
reserved. No such assignment, subletting, occupancy or collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of the Tenant from the further performance
by the Tenant of the terms, covenants and conditions of this Lease. The consent
by the Landlord to and assignment or subletting shall not be construed to
relieve the Tenant from obtaining the consent in writing of the Landlord to any
further assignment or subletting.
Article III. Term, Rental and Option
1. This Lease shall be for an initial term of Three (3) years and nine (9)
months to begin March 1, 1998 and to end
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November 30, 2001 for the annual base rent of Forty Two Thousand Three Hundred
and 54/100 ($42,300.54) Dollars; Tenant shall pay common area maintenance
charges as provided for below.
The annual base rent shall be payable in twelve equal monthly installments
of Three Thousand Five Hundred Twenty Five and 05/100 ($3,525.05) Dollars each
on the first day of each month during said term, in advance, in lawful money of
the United States, payable to Landlord, at 00 Xxxxxxxxxx Xxxxxx, X.X. Xxx
000000, Xxxx Xxxxx, Xxxxxxxxxxx 00000 or to such other persons or places as may,
from time to time be otherwise directed by Landlord to Tenant, in writing.
2. Tenant has deposited with Landlord Five Thousand Three Hundred
Fifty-Seven ($5,357.00) Dollars as security for Tenant's full and faithful
performance of all of the terms, covenant and conditions of this Lease. Landlord
shall pay Tenant interest on said security deposit of three percent (3%) per
annum until said security deposit is applied or returned as provided for herein.
Such interest shall be payable to the Tenant for the prior calendar year on or
about January 31st of each year during the term of this Lease. Tenant can not
apply said security deposit to rental payments due hereunder. Landlord shall
return said sum, including interest as provided for herein, within ten (10) days
after the expiration of this Lease, so long as Tenant has fully and faithfully
carried out all of the terms, covenants and conditions of the Lease. Landlord
may apply any part of such deposit to cure any of Tenant's defaults. In such
event, Tenant
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shall, upon demand, deposit with Landlord the amount so applied so that Landlord
shall have the full deposit on hand at all times during the term of this Lease.
3. This Lease shall be renewable for one (1) five (5) year term following
the expiration of the initial term, provided that Tenant has in all respects
fully complied with the terms, covenants and conditions of this Lease. This
option shall be exercised only if Landlord receives written notice thereof from
Tenant by certified or registered mail addressed to the Landlord at the address
provided herein on or before one hundred eighty (180) days prior to the
expiration of the initial term granted herein.
4. The extended period beginning the first day of December, 2001 and
terminating the thirtieth day of November, 2006 shall be upon the same terms,
covenants and conditions herein contained, except, the annual base rent for said
option period, shall be increased by an amount which is the result of
multiplying the minimum annual rent for the first five year period of this Lease
by a fraction, the denominator of which is the Base Index (hereinafter defined),
and the numerator which is the Increase Index (hereinafter defined), so long as
greater than zero. The annual base rent, so adjusted, shall be due and payable
in twelve equal monthly installments to Landlord in advance commencing on the
first day of December, 2001. Landlord, as promptly as practical, shall compute
the increase for the extended period and notify the Tenant thereof in writing.
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"Base Index" for the first year through and including the fifth year of
the extended option term shall be the average of the Revised Consumer Price
Index - Cities (1967 = 100) published by the Bureau of Labor Statistics of the
United States Department of Labor for the calendar year next preceding the
commencement date of this Lease.
"Increase Index" for the first year through and including the fifth year
of the extended option term shall be the difference between the Base Index as
defined above and the average of the Revised Consumers Price Index Cities (1967
= 100) published by the Bureau of Labor Statistics of the United States
Department of Labor for the calendar year next preceding the commencement date
of the extended five year option period.
If publication of said Consumer Price Index shall be discontinued, the
parties hereto shall thereafter accept comparable statistics on the cost of
living as they shall be computed and published by an agency of the United States
or by a reasonable financial periodical of recognized authority, then to be
selected by the parties thereto, or if the parties cannot agree upon selection,
by arbitration in accordance with the terms set forth below. In the event
comparable statistics are used in place of the Revised Consumer Price Index -
Cities (1967 = 100) as mentioned above, there shall be made in the method of
computation herein provided for such revisions as the circumstances may require
to carry out the intent of this provision.
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Article IV. Common Area Maintenance Charges
1. The demised premises constitute approximately Ten Thousand Five Hundred
Seventy Four and 88/100 (10,574.88) square feet of buildings whose total area is
approximately 120,000 square feet. The Tenant shall pay, as additional rent, its
proportionate share of all property taxes, sewer assessments and/or insurance
premiums currently in force on the property, as well as its proportionate share
of any increase in said property taxes, sewer assessments and/or insurance
premiums during the term of this Lease. Its proportionate share shall mean the
square footage of the demised premises divided by the total square footage of
the buildings. The foregoing shall not apply to any increase due to any acts or
omissions on the part of Landlord or other tenants of the building. All payments
required of Tenant by reason of municipal taxes, sewer assessment and/or
insurance premiums shall be paid by Tenant to Landlord as additional rent in
twelve (12) equal monthly installments in advance on the first day of each month
beginning thirty (30) days after notice of the amount due.
2. Tenant agrees it shall reimburse Landlord, without limitation, for its
proportionate share, as defined above, of Landlord's actual costs of parking lot
maintenance and restriping, snow clearance, water and sewer use charges, water
sprinkler system, water reporting (alarm) system, grass and shrub care,
liability and property insurance, management fees not to exceed five percent
(5%) of gross rents, as all those charges relate to the maintenance and upkeep
of the common areas. In
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addition, heating and air conditioning charges for the entire 120,000 square
foot premises shall be included in Common Area Maintenance Charges.
3. Tenant agrees that its share of said common area maintenance expenses
shall equal Eight and Sixty-Three one hundredths (8.81%) percent of said
expenses.
4. The parties agree that the Tenant's Common Area Maintenance Charges as
of the commencement date of this Lease are $0.96 cents per square foot or Ten
Thousand One Hundred Fifty-One and 88/100 ($10,151.88) Dollars annually payable
as additional rent in advance on the first day of each month in equal monthly
installments of Eight Hundred Forty Five and 99/100 ($845.99) Dollars each.
Tenant shall pay Common Area Maintenance charges monthly as provided above
beginning with the commencement date of this Lease.
Article V. Utilities
1. Landlord will furnish such water, at its sole expense, and such heat
and air conditioning, the expense of which shall be included in Common Area
Maintenance Charges as provided above, as is reasonably necessary for the use
and occupancy of the leased premises. It is agreed that the interruption or
failure of any such services shall not constitute an eviction or disturbance of
Tenant's use and possession of the Lease Premises or a breach by Landlord of any
of its obligations hereunder, that Landlord shall not by reason thereof be
liable for damages, and Tenant shall not thereby by relieved of any of its
obligations hereunder.
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Landlord agrees that it shall in all instances exercise reasonable diligence to
restore any service which shall be interrupted.
2. Tenant shall be solely responsible for and pay for its own electric
service.
3. In the event that any utility service is interrupted or suspended for
more than three business days, then Tenant shall be entitled to rent abatement
on a daily basis until such time as the interrupted service is restored. Any
such rent abatement will be at the rate of 1/365 of the annual rent and Common
Area Maintenance Charges. Tenant shall not be entitled to any rent abatement if
the service interruption is for a reason which is not attributable to the
Landlord, including but not limited to fire, storm, flood, wind, explosion,
force majeure, acts of God or the public enemy, riots, interferences by civil or
military authorities in compliance with the laws of the State of Connecticut
and/or the United States of America or with any governmental laws, orders, rules
and regulations, or by reason of any other cause beyond Landlord's control.
Article VI. Tenant's Work & Liabilities
1. The Tenant shall pay for all permit fees relating to any construction
to be performed by Tenant.
2. Tenant shall perform any and all alterations as it shall require in
accordance with plans and specifications to be submitted to and approved by the
Landlord and the Landlord agrees
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not to unreasonably withhold consent to such improvements and alterations as the
Tenant elects to make.
3. Tenant may, at its sole expense, place appropriate signage on the
exterior facade of the demised premises subject to the Landlord's consent.
Before commencing any work under this provision, Tenant shall submit the plans
and specifications for any such signage to the Landlord for the Landlord's
approval. Tenant shall properly maintain all such signage during the term of
this Lease. Upon the termination of this Lease, Tenant shall remove all such
signage and repair any damage resulting from the installation, maintenance and
removal of the signage.
4. Any approval or permission required of Landlord pursuant to this
Article shall be deemed to be granted, unless Landlord, within fifteen (15) days
after receipt of written notice, by certified mail from Tenant describing any
items for which Landlord's approval is required, shall formally deny said
approval or permission, in writing delivered by certified mail to Tenant. Such
approvals shall not be unreasonably withheld.
5. Tenant agrees to comply promptly with all present and future Federal
and State statutes, municipal ordinances and any orders, rules, regulations,
recommendations or requirements made, issued or enacted by Federal, State or
municipal authorities, or any subdivision thereof, or of the New England Board
of Fire Underwriters, or any Board or body exercising functions similar to those
now discharged by said Board, relating to the demised premises or the use made
thereof.
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6. The Landlord and the Tenant acknowledged that the demised premises is
part of a larger building complex and Tenant agrees that in the event fire and
extended coverage insurance maintained by Landlord on the building complex or
any fire contents insurance maintained by the Landlord or by other Tenants on
contents of the Landlord or other Tenants located in any portion of building are
increased as a result of Tenant's occupancy, use of the demised premises or
storage of goods or materials, Tenant shall pay such increase upon demand to the
Landlord and/or other Tenants as the case may be. The Landlord shall obtain the
agreement of all Tenants in the building to this provision.
7. The Landlord hereby grants permission to the Tenant to install or
modify and renovate its floor area at the Tenant's sole cost and expense,
subject to the Landlord's approval as provided above. Such work shall be done in
accordance with all governmental and insurance underwriting rules, orders and
requirements as are above set forth; provided further that the cost thereof
shall promptly be paid solely by Tenant and the building of which the demised
premises are a part shall be kept free and clear of lien by reason thereof; and
that building and structure of which the demised premises are a part shall not
be damaged or injured thereby.
8. The Tenant covenants and agrees to keep the demised premises and all
parts thereof, in a clean and sanitary condition, and free from rubbish, trash,
any material
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constituting a fire hazard and to keep the sidewalk in front of and adjacent to
the demised premises free from snow, ice, slush, dirt, encumbrances of any kind
whatsoever.
9. Tenant shall at all times during the term of the Lease, make repairs
and replacements in and to the interior of the demised premises, not including
air conditioning, electrical, plumbing, which shall be the sole responsibility
of the Landlord. Landlord shall be solely responsible for structural repairs and
exterior maintenance of the structure, excepting any renovation to the Tenant's
present floor space, but including exterior electrical, plumbing and sewer
connections, the roof and exterior walls.
Article VII. Environmental Matters.
Tenant represents and covenants as follows:
1. Tenant shall allow no use or activity on the premises which could cause
(i) the premises or property to become a hazardous waste treatment, storage or
disposal facility within the meaning of, or otherwise bring the premises within
the ambit of the Resource Conservation and Recovery Act of 1976, as the same may
be amended from time to time ("RCRA") or any similar state laws, regulations or
local ordinances, as they may be amended (ii) a release or threaten release of
hazardous waste from the property within the ambit of Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as the same may
be amended from time to time ("CERCLA"), or the Toxic Substances Control Act, as
the same may be amended from time to time
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("TSCA"), or any other similar state laws, regulations or local ordinances, as
they may be amended (iii) the discharge of pollutants or effluents into any
water source or systems or the discharge into the air of any emissions which
would require a permit under the Federal Water Pollution Act ("FWPA"), or the
Clean Air Act, ("CAA"), as they may be amended from time to time, (iv) any claim
to arise under the Superfund Amendments and Reauthorization Act, as amended from
time to time ("XXXX"), or any similar environmental federal or state laws,
regulations or local ordinances, as they may be amended.
2. Tenant shall not cause or suffer to occur a discharge, spillage,
uncontrolled loss, seepage or filtration of oil or petroleum or chemicals
liquids or solids, liquid or gaseous products or toxic or hazardous wastes (a
"spill"), as those terms are used in Chapter 446k of the Connecticut General
Statutes revision of 1958, as the same may be amended from time to time (the
"Environmental Act"), upon, under or within the premises or the property or any
contiguous real estate and Tenant shall not be involved in any activities or
operations at or near the premises or property nor shall Tenant allow any
substances or conditions in or on the premises or property which could support a
claim or cause of action or lead to the imposition on Landlord or any other
owner of the premises of liability or the creation of a lien on the premises
under RCRA, CERCLA, TSCA, FWPA, CAA, XXXX, the Environmental Act or any other
federal, state or local environmental laws, regulations or ordinances
(collectively, the "Environmental Laws").
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3. Tenant shall comply strictly and in all respects with the requirements
of the Environmental Laws and shall notify Landlord promptly in the event of any
spill upon the premises or property, and shall promptly forward to the Landlord
copies of all orders, notices, permits, applications or other communications and
reports in connection with any such spill or in connection with any other
matters relating to the Environmental Laws as they may effect the premises or
property.
4. Tenant does and shall indemnify and hold harmless Landlord, and its
successors and assigns forever, from and against all loss, liability, damage and
expense, including attorneys' fees, suffered or incurred by Landlord, and its
successors and assigns, in connection with, but not limited to (i) the
Environmental Laws, including without limitation the assertion of any lien
thereunder, and (ii) any spill effecting the premises whether or not the
originates or emanates from the premises or, to the extent Tenant is liable,
from any such contiguous real estate, including without limitation any loss of
value of the property as a result of each such spill.
5. In the event of any spill affecting the premises or property, to the
extent the Tenant is liable, and/or if Tenant shall fail to comply with any of
the requirements of the Environmental Laws, Landlord may, at its election, but
without the obligation to do so, give such notices and/or cause such work to be
performed at the premises or property and/or take any and all other actions as
Landlord shall deem necessary or advisable
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in order to remedy said spill or cure said failure of compliance, and Tenant
shall pay Landlord for any and all amounts paid as the result thereof within
thirty (30) days after receiving written notice thereof, and if all such amounts
are not paid within thirty (30) days, then Tenant shall also pay Landlord
interest at the highest rate permitted by law until all such amounts are paid.
6. The provisions of this article shall survive the termination of this
Lease.
Article VIII. Destruction of Premises.
In the event of damage to the premises by fire or other casualty which
does not render the premises substantially unusable for the conduct of Tenant's
normal business, Landlord shall utilize its best efforts to repair such damage
with reasonable dispatch (in no event later than forty-five (45) days from the
date of damage) and the payment by Tenant of rent or other payments required to
be paid by tenant by the terms of this Lease shall be pro-rated in accordance
with the extent of the damage caused by such fire and other casualty and the
consequent restriction on Tenant's occupancy and normal business.
In the event of damage to the premises by fire or other casualty which
renders the premises substantially unusable for the conduct of Tenant's normal
business and beyond reasonable repair, Landlord may, by written notice sent to
Tenant within thirty (30) days after the date of such damage, elect to forego
restoration and/or repair of the damage to the premises, at which
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time Tenant's obligations under the terms of this Lease shall cease effective on
the date of the fire or other casualty. In the event Landlord does not elect to
forego restoration and/or repair of the damage to the premises, Landlord, will
then promptly commence efforts to complete restoration and/or repair of the
damage to the premises at the earliest opportunity. In the event that
restoration and/or repair of the damage to the premises is not commenced within
seventy five (75) days after the date of such damage, or Landlord does not
utilize reasonable efforts to complete the restoration and repair of such
damage, Tenant may, by written notice sent to Landlord, elect to terminate this
Lease, in which event all obligations of Tenant under this Lease shall terminate
effective on the date of the damage. In no event shall Tenant be required to pay
rent or any other payment required of it under the terms of this Lease during
the period the premises are substantially unusable for the conduct of Tenant's
normal business.
Any dispute between the parties as to whether damage to the premises by
fire or other casualty renders the premises substantially unusable and beyond
reasonable repair for the conduct of Tenant's normal business shall be rendered
by a Board of Arbitrators, in accordance with the terms set forth below.
Article IX. Limitation of Landlord's Liability.
1. The Landlord shall not be liable for any damage or injury to the
demised premises, or to any property of the Tenant or any other person or
corporation therein, from water, rain,
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snow, ice, sewage, steam, gas or electricity which may leak into or issue or
flow from any part of the building of which the premises hereby demised are a
part, or from the bursting, breaking, obstruction, leaking or any defect of any
of the pipes or plumbing, appliances or from electric wiring or other fixtures
in said building, or from the condition of said premises or building or any part
thereof, including said boiler and furnace, or from the street or subsurface,
unless occasioned by Landlord's negligence or failure to perform any obligation
hereunder.
2. Landlord shall be excused for the period of any delay in the
performance of any obligations hereunder, when prevented from so doing by cause
or causes beyond Landlord's control which shall include, without limitation, all
labor disputes, civil commotion, war, war-like operations, invasion, rebellion,
hostilities, military or usurped power, sabotage, governmental regulations or
controls, fire or other casualty, inability to obtain any material, services or
financing or through acts of God.
Article X. Fixtures
All permanent partitions, additions or improvements to the structure of
the demised premises which shall be made or placed in or upon the demised
premises by the Tenant (except movable furniture or movable trade fixtures, put
in at the expense of the Tenant), shall be the property of the Landlord and
shall remain upon and be surrendered with the premises as a part thereof at the
termination of this Lease, without disturbance, molestation
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or injury, and free from cost or expense to the Landlord and free of liens. The
Tenant shall have latitude to remove any shelving, rugs, or other fixtures, at
the end of its occupancy, conditioned upon the Tenant restoring the portion of
the premises affected by such removal to its original condition at the inception
of its occupancy, reasonable wear and tear expected.
Article XI. Landlord's Right of Entry
1. The Landlord, or his agents, shall have the right to enter into or upon
said premises, or any part thereof at all times for the purpose of examining the
same and for the purpose of making repairs necessary for the safety or
preservation thereof, or of the building of which the demised premises are a
part. The Tenant shall not be entitled to any damages or any abatement in the
rent on account of the making of any repairs or alterations to the building or
any part thereof, except as hereinbefore provided, nor shall the Tenant be
relieved from liability under the terms of this Lease in consequence thereof,
except as hereinbefore provided. In the event of fire, the provisions relating
to the subject matter of fire shall control, as it relates to this paragraph.
2. The Tenant shall permit the Landlord, or his agents, to enter the
demised premises at any reasonable time to show the premises to persons wishing
to rent or purchase same after Tenant's default as set forth in Article XVI
hereof or during the last six months of the initial term of any renewal term
hereof.
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3. The Landlord shall give the Tenant reasonable notice of the need to
enter the premises, except in emergency situations, and the Tenant's permission
to enter shall not be unreasonably withheld.
Article XII. Insurance
1. The Tenant shall carry public liability insurance covering the demised
premises and the appurtenances thereof, in an amount of not less than $1,000,000
combined single limit liability covering both bodily injury and property damage
with an insurance company, or companies, authorized to do business in the State
of Connecticut, covering the interest of the Landlord, his agents and the
Tenant. A certificate of Evidence of Insurance showing said coverage to be in
effect during the entire term of this Lease shall be furnished to the Landlord
by said insurance company and the Tenant. Said insurance policies and said
certificate of Evidence of Insurance shall contain a provision requiring the
insurance carrier to give to the Landlord at least ten (10) days' notice before
any cancellation or revision of such insurance policy shall become effective and
binding on the Landlord.
2. Landlord and Tenant hereby release the other from any and all
responsibility or liability to the other or anyone claiming through or under
them by way of subordination or otherwise for any loss or damage to property
caused by fire or any of the extended coverage or supplementary contract
casualties, even if such fire or other casualty was caused by or
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resulting from the act or omission of the other party, or anyone for whom such
other party may be responsible, provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during such time as the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder.
3. Landlord and Tenant each agrees that it will request its insurance
carriers to include in its policies such a clause or endorsement.
Article XIII. Indemnity.
Tenant shall indemnify and hold harmless Landlord from and against any and
all claims arising from Tenant's use of the premises, or from the conduct of
Tenant's business or from any activity, work or things done, permitted or
suffered by Tenant in or about the premises or elsewhere and shall further
indemnify and hold harmless Landlord from and against any and all claims arising
from any breach or default in the performance of any obligation on Tenant's part
be performed under the terms of this Lease, or arising from any negligence of
the Tenant, or any of the Tenant's agents, contractors, or employees and from
and against all costs, reasonable attorneys' fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon; and in the event any action or proceeding is brought against Landlord
by reason of any such
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claim, Tenant, upon notice from Landlord shall defend the same at the Tenant's
expense by counsel satisfactory to Landlord. Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to property or
injury to persons, in, upon or about the premises arising from any cause and
Tenant hereby waives all claims in respect thereof against Landlord. This
Indemnity provision shall include but not be limited to any claims made by any
succeeding tenant based upon delay by the Tenant in vacating the premises upon
the termination of this Lease. This Indemnity provision, shall be interpreted in
the broadest and most liberal sense and shall survive the termination of this
Lease.
Article XIV. Surrender of Premises
The Tenant covenants and agrees that it will, on the last day of the term,
or any renewal term, or the sooner termination hereof, quietly and peaceable
quiet, surrender and yield up the premises hereby demised, together with all
improvements, alterations and additions made therein and thereon; in good order
and repair, ordinary wear and tear and responsibilities of Landlord excepted,
into the possession of the Landlord without delay.
Article XV. Compliance with Laws, Ordinances, Etc.
In respect to the operation of its business on the demised premises, the
Tenant covenants to comply with, and conform to, all of the laws of the United
States, and the State of Connecticut, and the By-Laws, rules and regulations of
the Town
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of East Haven, or any subdivision or department of any of them relating to
health, nuisance, fire and sidewalks so far as the premises hereby leased are or
may be concerned, and to save the Landlord from all fines, penalties or costs
for violation or non-compliance with the same.
Article XVI. Tenant's Default
1. It is expressly agreed that if default shall be made in the payment of
rent or any part thereof, or additional rents enumerated in this Lease at the
time due, or if any material default of the Tenant hereunder in the performance
or commencement of performance of any other covenant or condition hereto to be
performed by the Tenant, shall continue for ten (10) days after written notice
thereof from the Landlord, the Landlord may terminate the Lease and re-enter the
said premises, by Summary Process or otherwise and the same have again,
repossess and enjoy as of Landlord's former estate and interest, or without such
re-entry, may recover possession thereof in the manner prescribed by the Statute
relating to Summary Process it being understood that no demand for the rent and
no re-entry for condition broken as at common law, shall be necessary to enable
the Landlord to recover such possession, pursuant to the Statute relating to
Summary Process, but that all right to enter such demised premises or any such
reentry , is hereby expressly waived by the Tenant.
2. Upon recovering possession of the promises, Landlord shall attempt to
relet the premises and receive the rent
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therefrom, but the Tenant shall continue to remain liable for the equivalent of
the amount of all rent reserved herein, less the avails of re-letting, if any.
3. If the demised premises, or any part thereof at any time is vacated or
abandoned, or if a Receiver shall be appointed by a Court of competent
jurisdiction to take possession of the property of the Tenant, or if a petition
under the Bankruptcy Act shall be filed against the Tenant and be not dismissed
within sixty (60) days after the filing thereof, or if the Tenant shall be
adjudicated bankrupt or insolvent, or if the Tenant shall make an assignment for
the benefit of creditors or take advantage of any act or law of bankruptcy or
any acts, Federal or State, dealing with or relating to bankruptcy or
insolvency, or under which the Tenant may effect a compromise, composition,
extension, or reorganization of its debts or affairs, or if there is any change
in the stock ownership of the Lessee, or if this Lease or any right, title or
interest therein of the Tenant or the possession of the demised premises shall
pass to any other than the person consented to in writing by the Landlord, in
each and every case, the Landlord shall have the right to terminate this Lease
by written notice (which shall not be less than fifteen (15) days after the
mailing thereof) by certified mail, addressed to the Tenant at the demised
premises, and this Lease and the term and estate hereby granted shall expire as
if that date were the date herein fixed as the expiration of the terms of this
Lease, and the Tenant shall thereafter be deemed to be holding over in
possession of the premises without the permission of the
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Landlord and thereupon the Landlord shall have all rights, remedies, powers and
privileges granted to the Landlord under this Lease.
Article XVII. Subordination
Tenant agrees that upon the request of Landlord, in writing, it shall
subordinate this Lease and the lien thereof to the lien of any present or future
bona fide mortgage or mortgages upon the demised premises or any property of
which the demised premises are a part, irrespective of the time of execution or
time of recording of any such mortgage or mortgages. Tenant agrees that it will,
upon the request of Landlord, execute, acknowledge and deliver any and all
instruments necessary or desirable to give effect to or notice of such
subordination. The word "mortgage" as used herein includes mortgages, deeds of
trust, or other similar instruments and modifications, consolidations,
extension, renewals, replacements, and substitutes thereof with banks, insurance
companies and/or others and includes the mortgage now existing on said premises,
if any. Tenant, upon request of the Landlord, or any holder of a mortgage
against the fee, shall, from time to time, deliver to cause to be delivered to
Landlord, or such mortgagee, within ten (10) days from the demand date, without
charge, certifying, if true that this Lease is valid and existing and in full
force and effect, and that Landlord is not in default under any of the terms of
this Lease.
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Article XVIII. Quiet Enjoyment
The Landlord for itself and its successors and assigns in interest, agrees
that so long as the Tenant fully complies with all the terms, covenants, and
conditions herein contained on the Tenant's part to be kept and performed, the
Tenant shall and may peaceably and quietly have, hold and enjoy the said demised
premises for the term aforesaid, subject, however, to the terms of this Lease
and to the mortgages herein mentioned and provided for.
Article XIX. Waiver
The consent of the Landlord, in any instance, to any variation of the
terms of this Lease, or of the receipt of rent with knowledge of any breach,
shall not be deemed to be a waiver as to any breach of any covenant or condition
herein contained, nor shall any waiver be claimed as to any provision of this
Lease, unless the same be in writing, signed by the Landlord, or his authorized
agents, and then only to the extent specifically provided by such consent or
waiver, it being expressly agreed and understood that a waiver or consent as to
any breach of any covenant shall not affect the validity of any covenant, and
shall not be a consent to or waiver of any prior or subsequent breach of any
covenant except as to the specific occasion set forth in such consent or waiver.
Failure of Landlord to insist upon the strict performance of any provision
of this Lease, or to exercise any option or any rules and regulations herein
contained shall not be construed as
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a waiver for the future of any such provision, rule or option. The receipt by
Landlord of rent with knowledge of the breach of any provision of this Lease
shall not be deemed to have been waived unless such waiver be in writing signed
by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent shall be deemed to be other than on account of the earliest
rent then unpaid 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.
Article XX. Liens & Encumbrances
Tenant will not permit any mechanic's lien or liens to be placed upon said
premises or any building or improvement thereon during the term hereof, and in
case of the filing of any such lien, Tenant will promptly pay same. If default
in payment thereof shall continue for thirty (30) days after written notice,
thereof from Landlord to Tenant, the Landlord shall have the right and privilege
at Landlord's option of paying the same or any portion thereof without inquiry
as to the validity thereof, and any amounts so paid, including expenses and
interest, shall be so much additional indebtedness hereunder due from the Tenant
to Landlord, and shall be repaid to Landlord immediately on rendition of the
xxxx therefor.
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Article XXI. Condemnation
If the property or any part thereof wherein the demised premises are
located shall be taken by public or quasi-public authority under any power of
eminent domain or condemnation this Lease, at the option of the Landlord shall
forthwith terminate and the Tenant shall have no claim or interest in or to any
award of damages for such taking.
Article XXII. Arbitration
1. Any dispute arising under this Lease shall be settled by arbitration.
Where the terms of this lease require reference of a matter to a Board of
Arbitrators, the composition, selection and operating rules of the Board shall
be as follows:
The Board of Arbitrators shall be made up of three arbitrators, and each
party to this Lease shall choose one arbitrator within ten (10) days of a
written request by either party to the other for the convening of such Board,
and the two arbitrators so chosen shall, within ten (10) days thereafter, choose
the third arbitrator. The arbitration shall be carried out in accordance with
the rules of the American Arbitration Association, Hartford Branch, with a
hearing scheduled in New Haven, Connecticut, except insofar as such rules may be
modified by agreement of the parties. The decision of the majority of the Board
of Arbitration shall be binding upon the parties hereto.
2. Without hereby limiting the effect or applicability of any specific
provision of this Lease of like or similar import, whenever under any provision
of this Lease expressly providing or
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requiring that a consent or approval shall be not be unreasonably withheld, or
that an act, forbearance, quantity, amount, sum of money, value, time limit or
any other matter or thing shall be reasonable (or shall not be unreasonable) a
dispute or disagreement shall arise between Landlord and Tenant as to whether or
not the withholding of the consent or approval in question is unreasonable or as
to whether or not the act, forbearance, quantity, amount, sum of money, value,
time limit or other matter or thing in question is reasonable (or not
unreasonable) such dispute or disagreement shall be settled by arbitration as
provided in this Article.
Article XXIII. Parking
The Tenant shall be entitled to a total of thirty (30) parking spaces. It
is anticipated, however, by the parties that the Tenant will have more than
ample parking availability due to the number of spaces located at the demised
premises.
Article XXIV. Benefit
It is further covenant and agreed that the covenants, conditions, and
agreements contained in this Lease are binding, and shall inure to the benefit
of the Landlord and Tenant and the successors and assigns, and representatives
of the Landlord and Tenant.
Article XXV. Notices
Any notice, request, demand, approval, consent or other communication
which lessor or lessee may be required or permitted to give to the other party,
shall be in writing and shall be
27
mailed to the other party at the address specified below by certified mail,
return receipt requested or to such other address as either party shall have
designated by notice to the other, and the time of the rendition of such shall
be when same is deposited in an official United States Post Office, postage
prepaid:
For Landlord: Xxxxx Xxxxxx, General Manager, R.P. Realty Company, X.X. Xxx
000000, Xxxx Xxxxx, XX 00000
For Tenant: Xxxxxx Xxxxxxx, President, MicroPatent, LLC, 000 Xxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxxxxxx 00000.
Article XXVI. Miscellaneous
1. No remedy or election given by any provision in this Lease shall be
deemed exclusive but each shall, wherever possible, be cumulative with the
others and with all other remedies at law or in equity. Each provision of this
Lease shall be deemed both a covenant and a condition and shall run with the
land.
2. In the event the Landlord shall be required to enforce any of the
provisions of this Lease and the Landlord prevails, the Tenant shall pay all
costs and expenses, including reasonable attorneys' fees, incurred by the
Landlord.
3. No rights are to be conferred upon the Tenant until this Lease has been
signed by the Landlord, and an executed copy of this Lease has been delivered to
the Tenant.
4. The Landlord and Tenant Agree that this Lease Agreement shall not be
recorded in the Land Records. However, either party, at its option, may record a
Notice of Lease pursuant to
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Section 47-19 of the Connecticut General Statutes and each party hereby agrees
to execute the same upon the request of the other.
5. The captions of this Lease are for convenience and reference only and
in no way define, limit or describe the scope or intent of this Lease.
6. It is the intention of the parties hereto that the estate acquired
hereunder by the Tenant shall not merge with or into any other estate, whether
lesser or greater, in the demised premises now held or hereafter acquired by
tenant or by any disclosed or undisclosed principal of Tenant.
7. This Lease shall be construed and enforced in accordance with the laws
of the State of Connecticut.
8. Any holding over after the expiration of this term or any renewal term
shall be construed to be a tenancy at will at the rents herein specified (on a
monthly basis) and shall otherwise be on the terms herein specified so far as
applicable.
9. If there should be more than one Landlord or Tenant, the covenants of
the Landlord or of the Tenant shall be joint and several obligations of each of
them, and if the Landlord or Tenant are partners, the covenants of the Landlord
or the Tenant shall be the joint and several obligation of each of the partners
and the obligation of the partnership. In construing this indenture, feminine or
neuter pronouns shall be substituted for those of masculine form and vice versa,
and the plural for
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singular, and the singular for plural in any place in which the context may
require.
Article XXVII. Real Estate Commission.
Landlord and Tenant represent that there is no real estate agent entitled
to a commission in the procuring of this Lease and each party agrees to
indemnify and hold the other harmless in the event that any claim for a
commission is claimed by any party of the other.
Article XXVIII. Integration Clause
1. This Lease and the exhibits, riders and/or addenda, if any attached,
set forth the entire agreement between the parties. Any prior conversations or
writing are merged herein and extinguished. No subsequent amendment to this
Lease shall be binding upon Landlord or Tenant unless reduced to writing and
signed. If any provision contained in a rider or addendum is inconsistent with
any provision of this Lease, the provision contained in said rider or addendum
shall supersede said other provision, unless otherwise provided in said rider or
addendum. It is herewith agreed that this Lease contains no restrictive
covenants in favor of Tenant.
2. Any prior written and/or oral Lease of the premises described herein
between the parties hereto is hereby revoked and shall be void and of no effect
beginning on the effective date of this Lease.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals, and said corporation has caused this Lease to be executed and its
corporate seal hereto affixed by its corporate officer duly authorized, as of
the date and year written below.
Signed, sealed and delivered LANDLORD:
in the presence of: R.P. REALTY COMPANY
/s/ Xxxxx X. Xxxxx By /s/ Xxxxx Xxxxxx
---------------------------- -----------------------------------
Xxxxx X. Xxxxx Xxxxx Xxxxxx
---------------------------- Its General Manager
Duly Authorized
/s/ L. Xxxxxxx Xxxxxxxx TENANT:
---------------------------- MICROPATENT LLC
/s/ C.A. Xxxxxxx
----------------------------
By /s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
Its President
Duly Authorized
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STATE OF CONNECTICUT )
) ss: Xxxxxxxxxx Xxxxx 00, 0000
XXXXXX XX XXX XXXXX )
Personally appeared Xxxxx Xxxxxx, General Manager of R.P. Realty Company, signer
and sealer of the foregoing Lease, and acknowledged the same to be his free act
and deed and as such General Manager and the free act and deed of R.P. Realty
Company, before me.
/s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Commissioner of Superior Court
STATE OF CONNECTICUT )
) ss: East Xxxxx Xxxxx 00, 0000
XXXXXX XX XXX XXXXX )
Personally appeared Xxxxxx Xxxxxxx, President of MicroPatent LLC a Delaware
Limited Liability Company, signer and sealer of the foregoing Lease, and
acknowledged the same to be his free act and deed as such President and the free
act and deed of MicroPatent LLC, before me.
/s/ L. Xxxxxxx Xxxxxxxx
-----------------------------------
L. Xxxxxxx Xxxxxxxx
Notary Public
My Commission Expires: 3/31/98
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