Exhibit 10.17
LEASE
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into a lease; and
WHEREAS, pursuant to and subject to the terms and conditions of the lease,
Tenant has agreed, among other things to accept the lease; and
WHEREAS, Tenant is willing to enter into this agreement and accept the lease as
and to the extent provided for in therein, but only with the condition, among
others, that Tenant shall have executed and delivered this lease in good faith;
and
NOW THEREFORE, in consideration of the promises and of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I
DEFINITIONS
1.1 For the purpose of this Lease, the following terms shall have these
meanings:
BUILDING: The Street Building, 000-000 Xxxxxx Xxxxxx, Xxx Xxxxx,
XX Exhibit A - Attached.
PREMISES OR DEMISED PREMISES: 2/nd/ Floor - Suite 204 -- 2 Rooms.
USE: Business Office
BASIC MONTHLY RENT: Exhibit C - Attached
LEASE DATE: June 4, 2002
LEASE TERM: July 1, 2002 to June 30, 2007
OCCUPANCY: July 1, 2002 or sooner, based upon final
completion of Landlord work and upon lease
execution, payment of first month's rent,
security deposit, evidence of Connecticut
corporation existence, copy of tax I.D and
insurance certificate.
SECURITY DEPOSIT: $ 724.00 (One Month Security Deposit)
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THIS LEASE, dated as of June 4, 2002 is between the Chapel and State, LLC,
a Connecticut limited liability company with an address of 000 Xxxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000 ("Landlord"), and
Cornerstone Business Credit, Inc. with an address of 000 Xxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxx 00000-0000 ("Tenant"). In consideration of their
mutual covenants herein contained, the parties hereto agree as follows:
Landlord hereby leases to Tenant, and Tenant hires from Landlord, the premises
shown as the crosshatched area on Exhibit A attached hereto and made part hereof
known as Office No. 204 with a load factor of 15% and consisting of
approximately 790 square feet and comprising of 3.5% of the total building
rentable space ("Premises") in a building ("Building") owned by Landlord and
more particularly known as The Street Building, at 000 Xxxxxx Xxxxxx in the City
of New Haven, County of New Haven and State of Connecticut, which is part of the
real estate more particularly described on Exhibit B attached hereto and made
part hereof ("Property"). During the Term, Tenant shall also have the
non-exclusive right to use, in common with the Landlord and any other tenants of
the Building, any areas which the Landlord may from time to time make generally
available to all of the tenants in the Building, such as the elevators,
stairways, corridors, and restroom areas, within and around the Property
("Common Areas"). Tenant shall have the right to enter and occupy the Premises
upon execution of this Lease provided that such occupancy shall be subject to
all of the terms and conditions of this Lease, except the obligation to pay Base
Rent.
2. TERM: OPTION TO EXTEND. The Term of this Lease shall Commence July
1, 2002 ("Commencement Date"), and shall continue until it expires at 12:00
Midnight on June 30, 2007 (not including any renewal thereof) ("Term"). Tenant
shall have the option to extend the Term for one (1) additional, successive term
of Five (5) years based upon the same conditions and terms contained herein, by
giving Landlord written notice of its intent to do so at least one hundred
eighty (180) days prior to the expiration of the then current Term except that
the rent for the extension period shall be at the prevailing market rate. In the
event that Landlord and Tenant are unable to agree upon the rental rate for the
option period, Tenant and Landlord shall each hire and appoint a licensed real
estate appraiser knowledgeable in the New Haven rental market to determine
market value. In the event the two independent appraisers cannot agree on the
market value of the premises, Landlord's appraiser and Tenant's appraiser shall
appoint a third appraiser to help establish market value. In no way shall the
opinion of the third appraiser be less than the market rental value established
by Tenant's appraiser and no more than established by Landlord's appraiser.
Further, in no way shall the rent for the option period be less than the rental
rate of the first term of the lease.
3. THE RENT. Commencing with the Commencement Date, Tenant shall pay to
Landlord at the address designated for notices hereunder, or to Landlord's agent
designated in writing, base rent ("Base Rent"), particularly as described In
Exhibit C attached hereto and made part thereof. Base Rent shall be paid on the
first of each month. Rent received more than 10 days after the due date is
subject to a late fee of 5%. All payments due to Landlord in addition to Base
Rent shall be deemed additional rent, if any ("Additional Rent"), and the Base
Rent and additional rent are collectively referred to as "rent" or "Rent".
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4. USE OF THE PREMISES. Tenant agrees to use the Premises only for a
business office and not for any other purpose. The normal business hours for the
building are from 9:00 A.M. to 5:00 P.M. Monday through Friday. The building
will be locked and closed to the public after these times. Tenant shall have the
right to occupy the space 24 hours per day and 365 days per year.
5. UTILITIES AND OTHER SERVICES. Landlord shall provide the following
utilities and services at no additional cost to Tenant:
5.1 HVAC. Landlord shall at its sole expense pay all fuel,
maintenance replacement and other costs associated with the heating, air
conditioning and ventilation system ("HVAC system"). Such system shall be
available for Tenants use during normal business hours.
5.2 Electricity. During normal business hours, Landlord shall
provide at its sole expense to the Premises electrical service. Landlord is
responsible for payment of the electricity used within the Premises.
5.3 Plumbing; Other Utility Services. Landlord shall provide at
its sole expense hot and cold water to the lavatories and the Premises,
maintain, repair and replace the plumbing fixtures to keep them in good working
condition during the Term, and maintain adequate lighting in the Common Areas.
5.4 Janitorial. Landlord shall provide maintenance and custodial
services for the Common Areas, including hallways and restrooms. Landlord shall
provide Tenant a trash receptacle for discarding ordinary office refuse. Tenant
shall have the right to dispose of trash in this bin.
5.5 Landlord's Liability for Utilities. Except as provided below,
Landlord shall not be liable in damages, by abatement of rent or otherwise, for
stoppage of or failure to furnish or delay in furnishing any service or utility
to be provided by Landlord when such failure to furnish or delay in furnishing
is occasioned by emergency repairs or by a strike, lockout or other labor
trouble, or by inability to secure electricity, gas, water, fuel or other
utility or service at the Premises after best efforts by Landlord to do so, or
by any accident or casualty whatsoever, or by the act or default of Tenant, or
by any other cause beyond the reasonable control of Landlord.
5.6 Snow; Sidewalks. Landlord shall maintain the sidewalks, and
entryways on and around the Property in safe condition and free and clear of
snow, ice.
5.7 Elevators. Landlord shall maintain the elevators in good
repair and have all elevators in service on all business days.
5.8 Extermination. Tenant shall take adequate measures, including
regularly scheduled extermination if necessary, to eliminate all rodents,
insects and pests from inside the Demised Premises. Landlord shall be
responsible for such measures outside the premises.
5.9 Telephone. Tenant shall be responsible for supplying its own
telephone and data lines and for all telephone service charges.
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5.10 Operating Cost Reimbursement. From and after the commencement
date of this lease, Tenant shall pay to Landlord within (30) thirty days after
Landlord gives a statement to Tenant, an amount equal to Tenants proportionate
share (3.5%) on any increase or escalation in excess of the operating expenses
over and above the base year established in this lease. Attached hereto as
exhibit D is the operating expense budget for the base year 2002.
6. TAXES. Landlord shall be solely liable for and punctually pay any
Taxes, which may now or hereafter be imposed by the governmental authorities on
the Property. "Taxes" herein include all assessments, governmental levies,
including penalties and interest thereon, or any other governmental charge,
general or special, ordinary or extraordinary, unforeseen as well as foreseen,
of any kind or nature whatsoever, which are due and payable to any governmental
authority with respect to all or part of the Property, or as a result of
Tenant's occupancy thereof. Tenant shall punctually pay all personal property
taxes relating to all personal property owned or leased by Tenant and maintained
on the Premises.
6.1 TAX PAYMENT. Subject to the provisions of this section 6.1
Tenant shall pay to Landlord, within (30) thirty days after Landlord gives a tax
statement to Tenant, an amount equal to Tenant's percentage share (3.5%) on any
increase or escalation of the City of New Haven Real Estate Tax assessment above
and in excess of the Commencement year tax base. Attached hereto as Exhibit E is
the Commencement year tax base for the property.
7. COMPLIANCE WITH LAWS. Tenant shall observe all laws and regulations
imposed by governmental authority with respect to Tenant's use of the Premises.
Tenant shall not do or permit any act or thing to be done in or to the Premises,
which is contrary to law. Tenant shall not make, or permit to be made, any
noise, which in the judgment of the Landlord might disturb or impair or
interfere with the use and enjoyment by any other tenant or occupant of the
building. Tenant shall not at any time bring in or keep upon, or permit to be
brought in or kept upon the premises hazardous materials. Tenant shall comply
with all environmental laws governing the leased premises.
8. TENANT ALTERATIONS. The Tenant shall have the right at its sole
expense to make alterations, additions or improvements to the Premises which are
non-structural and which do not affect utility services, HVAC, plumbing and
electrical lines without Landlord's consent. For all other alterations, Tenant
shall submit plans and specifications for such alterations to Landlord for its
prior review and approval, such approval not to be unreasonably withheld,
conditioned or delayed. Any such alterations or improvements performed by the
Tenant shall be accomplished in accordance with the approved plans and
specifications and all applicable building codes, laws, ordinances and
regulations. Tenant will procure all necessary permits, approvals and
certificates at its expense and cause all necessary inspections to be made.
Tenant shall not permit any lien to be filed against the Property as a result of
work done by Tenant. In the event such a lien is filed and Tenant fails to cause
its removal within ten (10) days after demand by Landlord, Landlord may
discharge such lien without obligation to inquire into its validity, and Tenant
if it has failed to discharge shall reimburse Landlord the entire cost to
Landlord of obtaining such discharge. In connection with the Tenant Work, Tenant
and its Agents shall comply with the insurance provisions of Section 13.2. The
Tenant shall have the right to remove, at or before the
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expiration or sooner termination of this Lease, any and all tangible personal
property that may have been installed by the Tenant in the Premises, but the
Tenant shall promptly repair, in a workmanlike manner, any damage to the
Premises, which may be due to such removal.
9. TENANT'S MAINTENANCE RESPONSIBILITY. Tenant shall do nothing to harm
the Premises. Tenant shall be responsible for all damage or injury to the
Premises or any other part of the Building resulting from the neglect or willful
misconduct of Tenant or Tenant's Agents. Tenant shall also repair any damage to
the Building and the Premises caused by the moving of Tenant's fixtures,
furniture and equipment. Tenant shall promptly make, at Tenant's expense, all
repairs in and to the Premises for which Tenant is responsible, using only the
contractor for the trade or trades in question, reasonably approved by Landlord.
10. LANDLORD'S MAINTENANCE RESPONSIBILITY. Except as provided in Section
9, Landlord shall at its own expense repair, maintain and replace as necessary
the Premises, the Building and the systems including the heating, air
conditioning, ventilation, plumbing, electrical, mechanical and sprinkler
systems and all of the structural elements thereof, including but not limited to
all structural and common elements, the roof, foundation, structural columns,
beams, load bearing walls, facade, and foundation of the Premises and the
Building, sidewalks, elevators, hallways, lobby and other Common Areas in, on,
or around the Property in good condition. As needed to examine and affect such
repairs, replacements and improvements, Landlord shall have the right to access
the Premises, with reasonable notice to Tenant, except in an emergency situation
no notice shall be necessary. Tenant shall permit Landlord to use and maintain
and replace pipes and conduits in and through the Premises and to erect new
pipes and conduits therein provided they are concealed within the walls, floor,
or ceiling. Landlord may, during the progress of any work in the Premises, take
all necessary materials and equipment into said Premises, provided that Landlord
shall not store any of the equipment or materials in the Premises and shall
exercise all of its rights and discharge all of its obligations under this
Section 10 at such times and in such manner as will minimize any inconvenience
to Tenant or any interference with Tenant's business. If Tenant is not present
to open the Premises, in the case of an emergency, Landlord or Landlord's Agents
may enter the same by master key or forcibly provided that Landlord repairs any
damage occasioned to Tenant, Tenant's Agents or their respective property in
connection with such entry. The provisions of this Section 10 shall not apply in
the case of fire or other casualty, which shall be exclusively governed by
Section 14.
11. BUILDING ALTERATIONS. Landlord shall have the right at any time
without the same constituting an eviction and without incurring liability to
Tenant therefore to change the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets or other
public parts of the Building and to change the name, number of designation by
which the Building may be known, provided that the Building and the Premises
shall remain as accessible and usable as on the Commencement Date and the
services provided by Landlord, including the lavatories, are not diminished
thereby. Furthermore, the Tenant shall not have any claim against Landlord by
reason of Landlord's imposition of such controls of the manner of access to the
Buildings by Tenant's Agents as the Landlord may deem necessary for the security
of the Building and its occupants.
11.1 LANDLORD WORK. Landlord, upon execution of lease shall prepare
the space per the agreement outlined in the work letter attached hereto as
Exhibit F.
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12. INDEMNIFICATION. Landlord shall not be liable to Tenant or any
person claiming by, through or under Tenant, including employees or invitees,
for any loss for bodily injury or death, personal injury and property damage,
unless said loss or damage is caused by the negligence or misconduct of Landlord
or Landlord's Agents. Tenant and its assignees and successors in interest hereby
agree to indemnify and hold Landlord harmless from and against any and all
costs, liabilities, obligations, penalties, claims, damages, and expenses,
including reasonable attorneys fees arising out of personal injury or property
damage claims resulting from Tenant's breach of any covenant or condition of
this Lease, any act or omission by Tenant or Tenant's Agents or which results
from Tenant's or Tenant's Agents' use of the Premises, except to the extent
caused by the negligence or misconduct of Landlord or Landlord's Agents.
13. INSURANCE.
13.1 Tenant's Insurance. During the Term of this Lease, Tenant
shall secure at Tenant's expense, a policy or policies of public liability
insurance insuring Tenant and Landlord, as an additional insured, against claims
for damage to property or injury to persons arising out of or connected to the
Premises or the use thereof by Tenant, Tenant's employees, agents and invitees.
Such insurance shall be in the amount of Two Million Dollars ($2,000,000.00)
combined single limit coverage on an occurrence basis for bodily injury or
death, personal injury and property damage, with such deductibles, as Tenant
deems appropriate. Tenant shall also insure its personal property on the
Premises in such amounts, if any, that Tenant deems prudent. Tenant shall
maintain or cause to be maintained workers' compensation in the form an amounts
required by law for any of Tenant's Agents working on the Premises.
13.2 Landlord's Insurance. Landlord shall maintain fire and
extended coverage insurance with respect to the Building in amounts sufficient
to the full replacement value thereof as adjusted from time to time and shall
name Tenant as an additional insured thereon. Landlord shall secure at
Landlord's expense, a policy or policies of public liability insurance insuring
Landlord and Tenant, as an additional insured, against claims for damage to
property or injury to persons arising out of or connected to the Building. Such
insurance shall be in the minimum amount of One Million Dollars($1,000,000.00)
combined single limit coverage on an occurrence basis for bodily injury or
death, personal injury and property damage. Landlord shall maintain or cause to
be maintained workers' compensation in the form an amounts required by law for
any of Landlord's Agents working on the Premises. Landlord shall deliver to
Tenant at the commencement of this Lease and from time to time upon request,
certificates of insurance in the foregoing amounts naming Tenant as an
additional insured thereon (as applicable hereunder) together with complete
copies of such insurance policies. Tenant shall comply with all reasonable
requirements of Landlord's insurers in Tenant's use of the Premises (provided
that Tenant shall not be required to incur any financial obligations in order to
satisfy such requirements) and shall do nothing, which will cause a termination
of or an increase in the cost of such insurance.
13.3 Contractor's Insurance. With respect to any work that either
party is permitted or required to perform hereunder, such party shall require
any contractor or subcontractor performing work on the Premises to carry
nondeductible comprehensive general
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liability insurance including contractor's protective general liability
coverage, personal and property damage insurance, workers' compensation coverage
and non-owned automobile liability coverage in amounts and forms satisfactory to
the other party, which shall be named as additional insured hereunder and be
entitled to a copy of the applicable policy upon request.
13.4 Requirements. The company writing any insurance, which either
party is required to carry or cause to be carried pursuant to this Lease as well
as the form of such insurance, shall be subject to the reasonable approval of
the other party and any such company shall be licensed to do business in the
State of Connecticut.
13.5 Waiver of Subrogation. Notwithstanding the other provisions
herein, Landlord and Tenant hereby release each other, to the extent of such
party's insurance coverage, from any and all liability for any covered personal
or property loss or damage which may be inflicted upon such party, even if such
loss or damage shall be brought about by the fault or negligence of the other
party, its agents or employees; provided, however, that this release shall be
effective only with respect to loss or damage occurring during such time as the
appropriate policy of insurance shall contain a clause to the effect that this
release shall not affect said policy or the right of the insured to recover
thereunder. Each party agrees to make reasonable efforts to obtain a waiver of
subrogation clause in each insurance policy it is obligated to obtain hereunder.
14. DAMAGE TO THE PREMISES. If the Premises or any part thereof shall be
damaged by fire or other casualty, the Parties shall give immediate notice
thereof to one another and this Lease shall continue in full force and effect
except as hereinafter set forth. If less than Twenty-Five percent (25%) of the
Premises is damaged or rendered partially unusable by fire or other casualty,
the damage thereto shall be repaired by and at the sole expense of Landlord and
the rent, until such repair shall be substantially completed, shall be
apportioned from the day following the casualty according to the part of the
Premises which is usable. If the Twenty-Five percent(25%) or more of the
Premises are damaged or rendered wholly unusable by fire or other casualty, then
the rent shall be proportionately paid up to the time of the casualty and thence
forth shall cease until the date when the Premises shall have been repaired and
restored, subject to the parties' right to terminate this Lease as hereinafter
provided. If Twenty-Five percent (25%) or more of the premises is rendered
unusable or (Whether or not the Premises are damaged in whole or in part) if the
Building shall be so damaged that Landlord shall decide to demolish it or to
rebuild it or if the Premises is rendered inaccessible, then, in any of such
events, Landlord or Tenant may elect to terminate this Lease by written notice
to other, given within one hundred and twenty (120) days after such fire or
casualty. Upon such termination, Landlord and Tenant shall be released from any
obligations under this Lease, except obligations previously accrued. Unless such
a termination notice is served, Landlord shall make the repairs and restorations
under the conditions as described herein above, with all reasonable expedition,
subject to delays due the adjustment of insurance claims, labor troubles and
causes beyond Landlord's control but in any event, Landlord shall fully restore
any partial or complete casualty within ninety (90) days of occurrence, or
Tenant may terminate this Lease. After any such casualty, Tenant shall cooperate
with Landlord's restoration by removing from the Premises as promptly as
reasonably possible, all of Tenant's salvageable inventory and movable
equipment, furniture, and other property. Tenant's liability for rent shall
resume ten (10) business days after the Premises are fully ready for Tenant's
occupancy.
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15. EMINENT DOMAIN. If more than Twenty-Five percent(25%) of either the
Building or the Premises, or such part thereof as would render the Premises
unusable for the conduct of Tenant's business, shall be lawfully condemned
(which term includes eminent domain for the purposes of this Lease) and taken
for any public or quasi-public use, or private purchase in lieu thereof,
Landlord or Tenant shall have the right to terminate this Lease as of the date
title shall vest in the acquiring authority upon thirty (30) days notice. Upon
such termination, Landlord and Tenant shall be released from any obligations
under this Lease, except obligations previously accrued. Upon any taking and the
continuing in force of this Lease as to a part of the Premises, whether more or
less than Twenty-Five percent (25%) thereof, the Rent shall be reduced in
proportion to the amount of the area of the Premises taken, and Landlord at its
expense and promptly after the receipt of the condemnation award or compensation
from the acquiring entity shall, unless this Lease has been terminated,
diligently rebuild or restore the remainder of the Premises to substantially
their former condition to the extent that the same may be feasible as soon as
reasonably practicable, but in no event more than ninety (90) days from the date
of condemnation. Landlord's obligations shall be to restore of the building
structure and interior finishes to the Premises and the Common Areas to the same
or better quality as Landlord furnished upon the Commencement Date. In any
event, all damages awarded by the acquiring entity for any taking, whether for
the whole or part of the Premises, shall be awarded to Landlord as compensation
for loss of and diminution of value to the leasehold or of the Premises;
provided, however, the Landlord shall not be entitled to any award made directly
to Tenant by acquiring authority for removal of Tenant's fixtures, loss of
business, moving expenses, build-out costs upon relocation and damage to
Tenant's goodwill. In the event that this Lease is terminated as hereinabove
provided, Tenant shall not have any claim against the Landlord for the value of
the unexpired portion of the Term.
16. SUBORDINATION. This Lease is and shall be subordinate and subject to
the terms of all ground or underlying leases and to all existing or subsequent
mortgages affecting the Building or Premises and to all renewals, modifications,
consolidations, replacements and extensions of any such underlying leases and
mortgages. This clause shall be self operative and no further instrument of
subordination shall be required to make the interest of any mortgagee of
Landlord superior to the interest of Tenant hereunder; however, Tenant shall
execute and deliver promptly any certificate that Landlord may request in
confirmation of such subordination.
17. DEFAULT. Each of the following shall be an event of default under
this Lease: (I) if Tenant should fail to make any payment of Rent within ten
(10) days after the due date with written notice of default provided that such
notice shall only be required once in any 12 month period therefore, or fail to
fulfill any other obligation imposed on Tenant by this Lease within thirty (30)
days after receipt by Tenant of written notice from Landlord specifying that any
such failure has occurred, or if such default is not susceptible to cure within
such 10-day period and Tenant has commenced and diligently attempts to cure
such default within such 10-day period, such longer period of time as may be
required to cure the same, or (ii) if a decree or order of court is entered
adjudging Tenant bankrupt or insolvent or approving a petition for the
reorganization of Tenant or winding up of Tenant's affairs, or appointing a
receiver or trustee in bankruptcy, or making an assignment for the benefit of
Tenant's creditors, and the same is not dismissed or vacated within sixty (60)
days from entry of the same.
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18. REMEDIES. Upon the occurrence of any event of a default set forth in
Section 17 by Tenant and the expiration of any applicable grace period, Landlord
may and in accordance with the law, enter upon and take possession of the
Premises and remove all persons and property, and, at Landlord's option,
terminate this Lease. In the event of such action, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry or dispossession; (b)
Landlord may re-let the Premises or any part or parts thereof, either in the
name of Landlord or otherwise, for a term or terms, which may at Landlord's
option be less than or exceed the period which would otherwise have constituted
the balance of the Term of this Lease and may grant concessions or free rent or
charge a higher rental than that in this Lease; and/or (c) Tenant or the legal
representatives of Tenant shall also pay Landlord as liquidated damages for the
failure of Tenant to observe and perform said Tenant's covenants herein
contained; the net present value of any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of or the amount which in the
exercise of commercially reasonable efforts could have been collected from the
Premises for each month of the period which would otherwise have constituted the
balance of the Term of this Lease. In the event of a breach by Tenant of any of
the convenants or provisions hereof, Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law in equity.
19. LANDLORD DEFAULT. Tenant shall be entitled to any legal or equitable
remedies available in the event that Landlord defaults under this lease. Tenant
agrees to provide Landlord with notice and opportunity to cure any such default
in manner set forth for non-financial defaults by Tenant in Section 17.
20. FEES AND EXPENSES. If Landlord or Tenant shall default in the
observance or performance of any term or covenant on its part to be observed or
performed under or by virtue of any of the terms or provisions in any article of
this Lease, then unless otherwise provided elsewhere in this Lease, the other
party may after five (5) days prior written notice and opportunity to cure such
default within a reasonable time, perform such other party's obligation
hereunder. The prevailing party in any litigation resulting from such failure
shall be entitled to reasonable attorneys fees in connection with instituting,
prosecuting or defending any action or proceeding brought to enforce the
provisions of this Lease.
21. ASSIGNMENT. Tenant for itself, its successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this Lease nor sublet
the Premises or any portion thereof without the prior written consent of
Landlord which shall not be unreasonably withheld.
22. END OF TERM: HOLDING OVER. Upon the expiration or other termination
of the Term of this Lease, Tenant shall surrender to Landlord the Premises,
broom clean, ordinary wear and damages excepted, and Tenant shall remove all its
property. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of this Lease. If Tenant remains on the
Premises upon the expiration of the Term, Tenant shall be deemed to be a
month-to-month tenant under this Lease at the rental rate of one and one half
times if option to extend is not exercised.
23. COVENANT OF QUIET ENJOYMENT. Landlord covenants with Tenant that so
long as Tenant pays the Rent and fulfills or performs all of the obligations
hereunder, Tenant
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shall peaceably hold and quietly enjoy the Premises without interruption by
Landlord or any person claiming under it.
24. BUILDING RULES. Tenant shall comply with, and Tenant shall cause its
employees and invitees to comply with, the rules of the Building, as the same
may be reasonably adapted, modified or supplemented by Landlord from time to
time for the safety, care and cleanliness of the Premises and the Building and
for preservation of good order therein.
25. NOTICES. Any communication required or contemplated by this Lease
shall be sent in writing as follows:
26. BREACH. In the event of a breach hereof, Landlord and Tenant shall
initially utilize commercially reasonable methods to mitigate damages.
27. SIGNAGE. Landlord shall cause Tenant's presence in the building to
be identified on all building directories. Tenant at Tenant's own cost and
expense shall with Landlord's permission which is not to be unreasonably
withheld be permitted to install its sign(s) on the door to the premises.
28. LANDLORDS COVENANTS. Landlord covenants that landlord has full right
and lawful authority to enter into this lease for the full initial term and all
extensions. To the best of Landlord's knowledge, there are no laws, ordinances,
government requirements or zoning matters which will restrict, limit or prevent
Landlord's use of the premises for the use contemplated in this lease.
29. SECURITY. Tenant shall take adequate measures to ensure the safety
of the demised premises. Such measures may include the installation of an alarm
system and hallway intercom system.
TO TENANT:
Xxxxxxxxxxx X. Xxxxx
President
Cornerstone Business Credit, Inc.
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
TO LANDLORD:
Xxxxx Xxxxxxx
Member
Chapel and State, LLC.
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000 Xxxxxx Xxxxxx, 0/xx/ Xxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
or, such other address or telecopier number, as Landlord or Tenant, as the case
may be, shall otherwise direct by notice given in accordance with this Lease.
Any such notice shall be deemed to have been given and received: (a) if given by
telecopy, when transmitted to the party's telecopy number set forth above and
confirmation of complete receipt is received by the transmitting party number
set forth above and confirmation of complete receipt is received by the
transmitting party between 9 a.m. and 5 p.m. on a business day; or (b) if given
by a reputable and nationally recognized courier service, the day on which such
notice is actually received at the foregoing address; or (c) if given by
certified mail, return receipt requested, postage prepaid, five (5) business
days after it is posted with the U.S. Postal Service; or (d) or if delivered in
person, when so delivered. If notice is tendered in accordance with this Section
and the recipient refuses to accept receipt, the notice shall nonetheless be
deemed delivered upon the date provided above.
25. MISCELLANEOUS.
25.1 Construction. In this Lease, unless otherwise specified: (a)
the words "Landlord" and "Tenant" include plural as well as the singular; (b)
words importing any gender shall include the other genders; (c) the obligations
imposed upon and the representations made hereunder by Landlord are joint and
several for each person or entity included in Landlord; (d) the words "Tenant's
Agents" and "Landlord's Agents" refer to all of their respective employees,
officers, directors, shareholders, invitees, agents, servants, contractors, and
customers; (e) all references to street address numbers refer to such numbers as
exist on the date hereof; (f) a "business day" refers to a day on which banks
are open for business in New Haven, Connecticut; (g) the words "re-enter" and
"re-entry" as used in this Lease are not restricted to their technical legal
meaning; and (h) this Lease shall not be construed against the party primarily
responsible for drafting it.
25.2 Unsigned Lease Not Effective. Submission of this instrument
for examination or signature by Landlord or Tenant does not constitute a
commitment, reservation of, or option to lease and it is not effective as a
lease or otherwise until execution and delivery by both Landlord and Tenant.
25.3 Successors and Assigns. The covenants and conditions herein
shall, subject to the provision regarding assignment and subletting, apply to
and bind the parties hereto and their heirs, successors, executors,
administrators and assigns.
25.4 Landlord Released Upon Sale. In the event of a sale or
conveyance of the Property by Landlord, Landlord shall be released from further
liability hereunder to Tenant and Tenant shall look exclusively to Landlord's
successor in interest for the performance of Landlord's obligations hereunder.
Tenant's obligations under this Lease shall not be affected by any such
conveyance and Tenant agrees to attorn to Landlord's successor in interest.
25.5 Captions. The captions herein are for convenience only and do
not modify or amend the meaning of this Lease.
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25.6 Severability. If any provision of this Lease is determined to
be void by any court of competent jurisdiction, such determination shall not
affect any other provision of this Lease and all such other provisions shall
remain in full force and effect. It is the intention of the parties that if any
provision of this Lease is capable of two constructions, one of which would
render the provision void and the other of which would render the provision
valid, then the provision shall have the meaning which renders it valid.
25.7 Entire Agreement. It is understood that there are no oral or
written agreements or representations between the parties hereto affecting this
Lease, which supersedes all previous negotiation and understandings, if any,
made between Landlord and Tenant with respect to this subject matter.
25.8 Governing Law. The laws of the State of Connecticut concerning
leases entered and performed in Connecticut shall govern the validity,
performance and enforcement of this Lease.
25.9 Waiver. A waiver of any breach or default under this Lease
shall not be waiver of any other breach or default. Any party's consent to or
approval of any act by such party requiring the other's consent or approval
shall not be deemed to waive or render unnecessary such other party's consent to
or approval of any subsequent similar act.
25.10 Force Majeure. Except as expressly noted elsewhere, any of the
following events shall excuse performance of such obligations of Landlord or
Tenant as are rendered impossible or reasonably impracticable to perform while
such event continues: strikes; lockouts; labor disputes; acts of God; inability
to obtain labor, materials or reasonable substitutes therefore; governmental
restrictions, regulations or controls; judicial orders; enemy or hostile
governmental action; civil commotion; fire or other casualty; and other causes
beyond the reasonable control of the party obligated to perform.
25.11 Amendments. To be effective and binding on Landlord and
Tenant, any amendment, modification, addition or deletion to the provisions of
this Lease must be in writing and executed by both parties.
25.12 Brokers. The Landlord and Tenant each represents and warrants
to the other that no agent or broker has been involved with this transaction
other than Press Xxxxxx Realtors and shall compensate such broker pursuant to a
separate agreement.
25.13 Notice of Lease. Landlord and Tenant shall, upon request of
the other, promptly execute the instruments in recordable form that will
constitute a notice of lease under Connecticut General Statutes Section 47-19,
as amended.
25.14 No Partnership. Nothing in this Lease shall be construed to
create any partnership between Landlord and Tenant.
25.15 Waiver of Trial by Jury. It is mutually agreed by and between
Landlord and Tenant that the respective parties hereto shall and they hereby do
waive trial by jury in any
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action, proceeding or counterclaim brought by either of the parties hereto
against the other (except personal injury or property damage) on any matters
whatsoever arising out of or in anyway connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use of or occupancy of said
Premises and any emergency statutory or any other statutory remedy.
25.16 Estoppel Certificate. Each party, at any time, and from time
to time, upon at least ten (10) days prior notice from the other, shall execute,
acknowledge and deliver to the other, and/or to any other person, firm or
corporation specified by the other, a statement certifying that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), stating the dates to which the rent and additional rent have
been paid, and stating whether or not there exists any default by the other
under this Lease, and, if so, specifying such default.
25.17 Security Deposit. Tenant will deposit with landlord upon
signing this lease (by check, subject to collection) and throughout the
Term, Shall keep on deposit with Landlord, a security deposit (the
"Security Deposit") In the amount of $ 724.16 as security for Tenant's
payment of Rental and Tenant's faithful performance under this lease. If at
anytime during the Term, Tenant defaults In the performance of any
provision of this Lease, Landlord may use, apply or draw down the security
deposit to pay any rent In default or to reimburse any expense or damages
Incurred by Landlord by reason of Tenant's default.
IN WITNESS WHEREOF the parties hereto have caused this Lease to be executed in
their behalf the date first above written.
In the presence of: LANDLORD:
Chapel and State, LLC
By:
---------------------------------- -------------------------------
Witness- Xxxxx Xxxxxxx
Its Member, Duly Authorized
----------------------------------
Witness-
TENANT:
Cornerstone Business Credit, Inc.
/s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxx
---------------------------------- -------------------------------
Witness- Xxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxx
President
/s/ E. XXXXX XXXXXX
----------------------------------
Witness- E. XXXXX XXXXXX
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STATE OF CONNECTICUT:
:ss.: New Haven,
--------------------
COUNTY OF NEW HAVEN:
Before me, the undersigned personally appeared XXXXX XXXXXXX, Member of
Chapel and State, LLC, and as such officer, executed the foregoing as his free
act and deed, and the free act and deed of said Limited Liability Corporation.
----------------------------------
Commissioner of the Superior Court
Notary Public
My Commission Expires:
-----------
STATE OF CONNECTICUT:
:ss.: Norwalk, 6/4/02
------------------------
COUNTY OF Fairfield
Before me, the undersigned officer, personally appeared Xxxxxxxxxxx X.
Xxxxx, the President of Cornerstone Business Credit, Inc. and as such officer,
executed the foregoing as his free act and deed, and the free act and deed of
said Corporation.
/s/ XXXXXXXX X. XXXXXXX
----------------------------------
XXXXXXXX X. XXXXXXX
Commissioner of the Superior Court
Notary Public
My Commission Expires: OCT 31, 2002
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EXHIBIT A
PREMISES
THE STREET BUILDING
000 XXXXXX XXXXXX
XXX XXXXX, XX 00000
0XX XXXXX - XXXXX 000
XXXXXX XXXXXX
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EXHIBIT B
PROPERTY DESCRIPTION
The second floor of the property known as the
Street Building, 000 Xxxxxx Xxxxxx, Xxx Xxxxx,
XX 00000.
A freestanding brick, masonry, four story,
23,000 square foot office building built in
1823.
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EXHIBIT C
RENT SCHEDULE
YEAR ANNUAL MONTHLY
One $ 8,690.00 $ 724.16
Two $ 8,690.00 $ 724.16
Three $ 8,690.00 $ 724.16
Four $ 8,690.00 $ 724.16
Five $ 8,690.00 $ 724.16
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EXHIBIT D
OPERATING EXPENSE BASE YEAR 2002
Accounting $ 750.00
Fire Alarm Monitoring $ 382.00
Insurance $ 4,900.00
Rubbish Removal $ 1,590.00
Maintenance $ 5,500.00
Repairs $ 7,595.00
Elevator Maintenance $ 816.00
Utilities $ 14,000.00
Management $ 4,500.00
Total $ 40,033.00
Tenant to pay percentage share (3.5%) on any increase or escalation in operating
expense over this base year.
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EXHIBIT E
TAX BASE YEAR 2002
Year 2002 Property Tax $ 31,131.71
Tenant to pay percentage share (3.5%) on any increase or escalation in the City
of New Haven Property Tax over this base year.
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EXHIBIT F
LANDLORDS WORKLETTER
1. Install new ceiling tiles
2. Install new parabolic lights
3. Paint the entire office suite
4. Clean windows and vacuum carpet
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