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Exhibit 10.31
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COMMERCIAL
LEASE
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THIS LEASE is
made as of this 2 day of Dec, 2002, by and between Robert D.
Scinto (hereinafter referred to as
"Landlord") and the following party
(hereinafter referred to as "Tenant"):
The Clayton Grp. Inc., and First Madison Services, Inc.
IN CONSIDERATION
of the mutual benefits and obligations set forth in this
Lease, Landlord and Tenant agree as
follows:
ARTICLE I
LEASING DATA
1.01. LEASING
DATA. This Article contains data used in other provisions of
this Lease but set forth in this Article
for ease of reference. For example,
although the Monthly Base Rent is specified
in this Article, Article IV is the
operative provision of the Lease regarding
the payment of the Monthly Base Rent.
Whenever any item contained in this Article
is more specifically described in a
subsequent Article of the Lease, the more
specific description will control.
(a) The "Building" is the building in
which the Leased Premises is located
and is known as Two Corporate Drive, Shelton, Connecticut,
which
Building is located on the parcel of land more particularly
described
on Exhibit B attached hereto.
(b) The "Leased Premises" is located
on the 8th floor of the Building with
the floor area outline of the Leased Premises being shown as
cross
hatched on Exhibit A, attached hereto.
(c) The "Leased Premises Square
Footage" is 29,100 square feet.
(d) The "Initial Commencement Date" is
upon completion of Landlord's
Initial Fit-Out Work estimated to be December 20, 2002.
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(e) The "Initial Term" is the period
of time beginning with the Actual
Commencement Date and ending at the end of the 120th full
calendar
month from and after the Initial Commencement Date.
(f) The "Leased Premises Use" is
general administrative business offices,
as well as any related lawful purposes as may be required in
the
conduct of Tenant's business and compatible with a first-class
office
building
(g) The monthly "Base Rent" for the
Initial Term is as follows:
<Table>
<Caption>
Period
Monthly Base Rent
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-----------------
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<C>
First 48 months of the Initial Term $ 21,825 ($9/s.f.)
Balance of Initial Term
$ 33,950 ($14/s.f.)
</Table>
(h) The "Security Deposit" is:
$-0.
(i) The "Notice Address" for Landlord
and Tenant are:
Landlord:
Robert D. Scinto
c/o R. D. Scinto, Inc.
P.O. Box 880
Shelton, CT 06484
Tenant:
The Clayton Grp. Inc., and First Madison Services, Inc.
2 Corporate Drive
Shelton, CT 06484
Attn: Brian Newman
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ARTICLE II - DEFINITIONS
2.01.
CAPITALIZED
WORDS AND PHRASES. This Lease contains many words and
phrases with initial, capitalized letters.
These words and phrases are used as
specially defined terms in an effort to
make the Lease easier to read. An effort
has been made to set forth some of the more
common defined terms in this
Article, but other Articles may also
contain defined terms. Whenever a
capitalized word or phrase is used in this
Lease, it shall have the definition
specifically ascribed to it, unless the
context of the usage implies otherwise.
Some of the definitions listed below may
not be used in the main body of the
Lease. Some definitions which may not be
used in the main body of the Lease are
nevertheless listed because in some
situations, the Data Section or additional
provisions or exhibits added to the Lease
may incorporate the use of such
definitions.
2.02.
"ADDITIONAL
RENT" means any charge, other than the Base Rent,
payable by Tenant to Landlord under any
provision of this Lease.
2.03.
"BUILDING" means
the building in which the Leased Premises is
located and "BUILDINGS" means all of the
buildings in the Project.
2.04.
"COMMON AREA"
means all portions of the Project other than rentable
spaces in the Building.
2.05.
"CONSENT" OR
"APPROVAL" of Landlord means only the consent or
approval given by Landlord in writing.
Which consent or approval shall not be
unreasonably withheld, delayed or
conditioned.
2.06.
INTENTIONALLY
OMITTED.
2.07.
"FISCAL YEAR"
means the 12 month periods comprising Landlord's
fiscal year for the purposes of computing
Monthly Additional Rent. It is
contemplated that the Fiscal Year will be
the calendar year, but Landlord may
choose a Fiscal Year other than the
calendar year.
2.08.
"LANDLORD'S
INSURANCE PREMIUMS" means the premiums for Landlord's
Insurance Coverages, Landlord's Insurance
Coverages being defined in paragraph
8.02.
2.09.
"LEASED
PREMISES" means the rentable space leased to Tenant at the
Project, as generally described in the Data
Section in Paragraph (1.01). A more
particular description of the Leased
Premises is all space within the lateral,
upper and lower boundaries, excluding
common utility lines and other similar
items, as described below. The lateral
boundary of the Leased Premises is the
unfinished face of the sheet-rock and
inside surface of the glass on all
demising walls. If any wall is incomplete
as of the inception of the Lease, the
lateral boundary shall be the inside face
of the demising wall studs until they
are sheet-rocked. For the purposes of this
paragraph, a demising wall is any
wall separating the Leased Premises from
any other space within its Building and
any exterior Building wall separating the
Leased Premises from the outdoors. The
upper boundary of the Leased Premises is
the lower surface of the suspended
acoustical ceiling, and if none, the lower
surface of the roof or deck of the
next floor above the Leased Premises. The
lower boundary of the Leased Premises
is the unfinished surface of the concrete
floor. The Leased Premises does not
include any pipe, conduit, duct chase,
wire, structural building support column,
or other similar item located within the
boundary of the Leased Premises but
which represents a building component that
serves portions of the Project
besides only the Leased Premises.
2.10.
"LEASED PREMISES
SQUARE FOOTAGE" means the square footage set forth
in Article I, which represents the agreed
upon rentable square footage of the
Leased Premises, which rentable square
footage is different than and in excess
of the usable square footage. Landlord
represents and warrants that the Leased
Premises was measured and computed in
accordance with the boundaries as defined
in Paragraph 2.09 and that all rentable
square footage in the Building will be
measured and
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computed in the same manner as Tenant's
Leased Premises.
2.11.
"LEASED PREMISES
UTILITY CHARGES" means the charges payable by
Tenant for utility consumption by the
Leased Premises, as further described in
paragraph 5.02.
2.12.
"NOTICE" means
only written notification given by one party to the
other. Notice may only be given by: a form
of US Mail in which the recipient is
required to sign a receipt (such as
certified, return receipt); a nationally
recognized courier service which requires
the recipient to sign a receipt (such
as Federal Express or UPS Next Day); and,
in the case of Notice to Tenant,
delivery to the Leased Premises and to
Landlord, delivery to its management
office at the Project. All Notices will be
effective on receipt, except in the
case of delivery to the Leased Premises, in
which event the Notice will be
effective as of the date of delivery.
Notice must be given to the other party at
the party's Notice Address, or Management
Office, except in the case of Notice
to Tenant, which may always be given at the
Leased Premises. The Notice Address
for each party is the address listed in the
Data Section of this Lease, or to
such other address designated by a party by
Notice to the other party, provided,
that Landlord shall not be required to give
Notice to more than one address, and
if more than one Tenant address is
specified, Landlord may choose any one
address of those designated by Tenant.
2.13. "PROJECT" means the Building
and the real estate associated with
the Building, the current boundary of which
is described on Exhibit B.
2.14.
"PROJECT
OPERATING EXPENSES" means all of the reasonable expenses
incurred by Landlord in the Operation of
the Project except for those expenses
which are specifically excluded in this
paragraph below, as may be adjusted by
the following sentence. If during all or
part of any Fiscal Year the Project has
not been fully occupied, then for the
purposes of computing Project Operating
Expenses for such Fiscal Year, Project
Operating Expenses shall be those
expenses which would have reasonably been
incurred had the Project been fully
occupied and would otherwise qualify as
proper Project Operating Expenses. The
preceding sentence shall in no event allow
Landlord to receive payment or
reimbursement for more than 100% of the
expenses actually incurred by Landlord
for the relevant Fiscal Year. Project
Operating Expenses includes, without
limitation: (a) the cost of any personnel
of Landlord directly involved in the
operation of the Project, provided such
personnel are not above the grade of
building manager and provided that the cost
of any personnel serving more
properties than the Building is allocated
to the Building only in proportion to
the time spent on the Building business;
(b) the cost of equipment and supplies
used in the maintenance and operation of
the Project (salt and sand in the
winter months, for example); (c) the cost
of keeping the Project in good repair
(repairs & replacements); (d) the cost
of utilities serving the Common Area and
utilities serving the Leased Premises other
than those in Article 5 hereof
(electricity for the parking lot lighting
and HVAC, for example); (e) a
reasonable customary management fee
consistent with the operation of a
first-class office building in the local
market, not to exceed 5% of Base Rent;
(f) the cost of maintenance and cleaning of
the Common Area; (g) the cost of
equipment maintenance contracts; (h)
landscaping costs; (i) restriping and
repairing the parking area serving the
Project; (j) Landlord's Insurance
Premiums; (k) Project Taxes; and (l) any
other item customarily expended for the
maintenance, operation, repair and
insurance of the Project. Project Operating
Expenses shall not include; [i] the cost of
any structural repairs or structural
replacements for the Building; [ii] the
cost of any item that is not reasonable
(which means no rates for any services will
be billed in excess of fair market
rates - which may, for example, include a
reasonable premium for overtime, after
hours services and emergency services);
[iii] any depreciation of any equipment
or of any portion of the Project; [iv] any
income tax imposed upon Landlord's
income or any estate or gift tax of
Landlord; [v] any payments on any mortgage
debt secured by the Project; [vi] the cost
of construction for any additional
rentable space in
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the Project; [vii] fit-out costs for the
fit-out of the leased premises of any
tenant; [viii] any marketing and brokerage
expenses in connection with the
leasing of any space in the Project to any
tenant; and [ix] any expenses
incurred by Landlord in connection with the
enforcement of a lease against any
tenant. Notwithstanding anything else
contained in this Lease to the contrary,
the following shall be costs excluded from
the definition of Project Operating
Expenses under this Lease and Tenant shall
not have to pay any part of such
costs: (I) repair, replacements and general
maintenance paid by proceeds of
insurance or by another tenant or a third
party of the Building, (ii) overtime
or other expenses of the Landlord in curing
defaults or performing work provided
in this Lease which is the responsibility
of Landlord, (iii) any income,
corporate or franchise income tax, based on
income or rents received by Landlord
from the ownership or operation of the
Building and/or Land, (iv)) any items
otherwise properly constituting such an
Operating Expense to the extent payment
therefore is received from or payable by
tenants (including Tenant) for
materials or for services rendered or
performed directly for the account of such
tenants or for which a tenant (including
Tenant) pays directly under an
electricity schedule or other agreement;
(v) any repairs or other work resulting
from or occasioned by fire, wind storm or
other insurable casualty or hazard;
(vi) the cost of any repairs or alterations
necessitated by a condemnation or
undertaking by any government or
governmental agency; (vii) any other taxes due
by landlord or its property manager based
on the rentals or management fees
received by the Landlord or its property
manager such as income or franchise
taxes; (viii) the cost of installing,
operating and maintaining any specialty
service from which Tenant shall be
excluded; (ix) salaries and "fringe benefits"
of officers and executives of Landlord or
any affiliate of Landlord; (x) the
cost of any work, repairs, alterations or
service performed for any tenant(s) of
the building (other than Tenant), whether
or not Landlord is directly reimbursed
in full therefore, if such work or services
is made solely or substantially for
one or more tenants other than Tenant
and/or without substantially equal benefit
to all tenants generally or is provided to
a materially greater extent or in a
materially more favorable manner than that
furnished to Tenant; (xi) the cost of
any items for which Landlord is reimbursed
by insurance, manufacturer's
warranty, judgment, settlement, tax rebate
or otherwise, net of all reasonable
costs of recovery of insurance or other
proceeds; (xii) insurance premiums to
the extent Landlord is reimbursed
therefore; (xiii) advertising, promotional,
marketing costs; (xiv) costs included in
Project Operating Expense representing
an amount paid to a person, firm,
corporation or other entity related to
Landlord which is in excess of the amount
which would have been paid on a fair
market basis in the absence of such
relationship solely to the extent of such
excess; (xv) the incremental cost of HVAC,
janitorial or other services provided
to or upon the direction of Tenant or one
or more other tenants of the Building
during hours other than when such services
are generally available to tenants of
the Building and the Tenant or tenant(s)
requesting the service have made direct
payment to Landlord specifically for such
overtime usage; (xvi) any amortization
or depreciation of Landlord's acquisition
cost, development expenses or adjusted
basis of the Building (including, without
limitation, any of the furnishings and
fixtures thereunto), the Leased Premises or
the Common Areas; (xvii) expenses
attributable to defaults by any tenant of
the Building other than Tenant, or any
sums reimbursable by Tenant, or any other
tenant of the Building; or (xviii)
legal costs, title charges and other costs
and expenses incurred by Landlord in
connection with financing any mortgage lien
in connection with Leased Premises
or Buildings; (xix) lease payments for
rented equipment, the costs of which
equipment would constitute a capital
expenditure if the equipment were
purchased, or (xx) any expenditure which
effects a material change in the
aesthetic character of the Building, the
Leased Premises, the Land or the Common
Areas, or to the extent the purpose is to
increase the capacity of any Building
system so as to provide services to other
tenants; or (xxi) repairs and
replacement which, under generally accepted
accounting principles, constitute
capital expenditures, except to the extent
allowable under the above clause; or
(xxii) structural
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repairs; or (xxiii) repairs of latent
defects or other defects to the Building
or any other improvement in the
Project.
2.15.
"PROJECT TAXES"
means the regularly assessed real estate tax of the
municipality in which the Project is
located and any other tax or use charge
imposed upon the Project or its operation,
such as, without limitation: a sewer
assessment or use charge; a fire district
tax; and/or a special taxing district
tax. Project Taxes does not include any
personal property tax imposed upon the
personal property of any tenant or any
other tax which may be imposed directly
upon a tenant rather than the Project or
its owner generally. The term "Project
Taxes" shall not mean any interest or
penalties which may become due by reason
of the failure to pay such taxes when due
and payable or any municipal, state or
federal income, estate, inheritance,
transfer, corporate or franchise taxes
assessed against Landlord, or any income
tax or tax on the rents arising from
the Building or Project. Any tax
assessments, including special assessments, on
or against the Building, Land,
improvements, common areas, or betterment shall
be computed over the longest period of time
as permitted by law. Tenant will be
responsible for Tenant Percentage share of
any such assessment during the Lease
term..
2.16.
"RENT" means all
sums payable by Tenant to Landlord under the
provisions of this Lease, including all
Base Rent and Additional Rent.
2.17.
"TENANT'S
PERCENTAGE" means the percentage equivalent to the ratio
of the Leased Premises Square Footage
divided by the Total Building Square
Footage, which may be adjusted upon any
change in the Leased Premises Square
Footage or Total Building Square Footage,
but will not be adjusted based upon
the degree of occupancy of the Project.
2.18.
"TERM" means the
period of time during which Tenant is entitled to
possession of the Leased Premises in
accordance with the provisions of this
Lease, but does not include any hold over
period.
2.19.
"TOTAL BUILDING
SQUARE FOOTAGE" means the gross rentable square
footage of all of the rentable tenant
spaces in the Building, whether rented or
not. The Total Building Square Footage is
subject to adjustment, such as an
increase if any additional rentable square
footage is constructed as an addition
to the Building.
2.20.
"WALL STREET
PRIME" means the interest rate published by the WALL
STREET JOURNAL as the base rate on
corporate loans posted by at least 75% of the
nation's 30 largest banks, or a similar
substitute rate selected by Landlord if
the foregoing rate is no longer
published.
ARTICLE III - LEASING OF LEASED PREMISES
AND TERM OF LEASE
3.01.
LEASING OF
LEASED PREMISES. Landlord hereby leases the Leased
Premises to Tenant for the Term, together
with a right to use certain portions
of the Common Area, subject to the other
provisions of this Lease. The Leased
Premises are demised herein together with
the non-exclusive use of all
facilities which serve the Leased Premises
and with any and all and singular
appurtenances, rights, privileges and
easements in or anywise pertaining thereto
including, but not limited to, the right to
use in common with other tenants and
occupants of the building such parking
facilities, elevators, stairways,
corridors, entrance ways, restrooms, common
parking areas and driveways, and
other and similar or related facilities as
may exist in and about the Project
and on the Land and may be generally
applicable to all tenants and occupants of
the Project. Landlord represents and
warrants to Tenant (a) that Landlord is the
sole owner in fee simple of the piece,
parcel or tract of land (upon which the
building is erected, which land is more
particularly described in Exhibit "B"
annexed hereto) and (b) that the Landlord
has the full right and authority to
lease the Leased Premised (hereinafter
defined to Tenant) and to otherwise enter
into this Lease on the terms and conditions
set forth herein and (c) Landlord is
not in default in any of its obligations to
any existing
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mortgagee or ground lessor and Landlord is
current in all its payments to said
mortgagee(s) or ground lessor, and (d) the
Leased Premises is located in a
municipal zoning classification that
permits Tenant to use the Leased Premises
for its intended use as general
administrative offices.
3.02.
QUIET ENJOYMENT.
Upon payment by Tenant of the Rents herein
provided, and upon the observance and
performance of all the covenants,
provisions and conditions on Tenant's part
to be observed and performed,
Landlord represents and covenants that
Tenant shall peaceably and quietly hold
and enjoy the Leased Premises for the Term
without hindrance or interruption by
Landlord or any person claiming by or
through Landlord.
3.03.
COMMENCEMENT
DATE. The Term will begin on the "Actual Commencement
Date". The "Actual Commencement Date" is
scheduled to be around the Initial
Commencement Date set forth in the Data
Section, or unless Landlord is delayed
in completing any Landlord's "Initial
Fit-Out Work" (defined in paragraph 3.04).
In the case of any such delay, the Actual
Commencement Date shall be the Initial
Commencement Date extended to the date on
which Landlord tenders possession of
the Leased Premises to Tenant, in
substantially the condition promised to Tenant
(for example - as-is & broom clean
and/or with substantial completion of
Landlord's Initial Fit-Out Work - as may be
set forth in other provisions of
this Lease regarding the condition of the
Leased Premises upon delivery to
Tenant). The Actual Commencement Date of
this Lease shall be subject to the
following conditions all being satisfied.
(1) Landlord shall have performed and
made the Leased Premises available to
Tenant or its occupancy for Tenant's
exclusive use and possession; (2) Landlord
has substantially completed the work
pursuant to the work and drawings to be
approved by Tenant pursuant to Exhibit C
- Landlord's Initial Fit-Out Work; (3) A
Certificate of Occupancy permitting the
occupancy by Tenant of the Leased Premises
for its permitted use has been issued
by the applicable governmental authority;
(4) Landlord has provided that all
building systems serving the Leased
Premises are in good operating condition and
(5) Landlord shall obtain and deliver to
Tenant an executed Agreement in
recordable form executed by the existing
Mortgagee granting the subordination
and non-disturbance agreement in form and
content reasonably similar to the
attached. Landlord shall use reasonably
diligent efforts and proceed with due
diligence to complete the construction of
the Building and Leased Premises and
obtain a Certificate of Occupancy for the
Building and for the Leased Premises
by the Initial Commencement Date of around
December 20, 2002. In the event that
Landlord has not completed the Landlord's
Initial Fit-Out Work by January 31,
2003, Tenant, at its sole option, shall
have the right to terminate the Lease
and be released from any further
obligations by notifying Landlord within 15
days thereafter. This termination right is
subject to Exhibit C, specifically
regarding Tenant's obligation to deliver
Landlord approved Initial Fit-Out
Plans.
3.04.
CONDITION OF
LEASED PREMISES UPON DELIVERY TO TENANT. The Leased
Premises shall be delivered to Tenant on
the Actual Commencement Date, broom
clean and free of all personal property of
others, except that Landlord will
perform any work set forth in Exhibit C,
attached hereto, as Landlord's Initial
Fit-Out Work. Any Landlord's Initial
Fit-Out Work shall be performed by Landlord
in a good and workmanlike manner. Landlord
will commence any Landlord's Initial
Fit-Out Work on or before the date felt to
be reasonably early enough for the
work to be substantially completed on or
before the Initial Commencement Date.
Landlord shall use Landlord's best efforts
to begin Landlord's Fit-Out Work
promptly after the execution of this Lease
provided plans are finalized.
3.05
AMENITIES
In addition to the Lease of the Premises, Landlord hereby
grants to and shall make available to
Tenant, and to Tenant's employees, the
amenities and services set forth on Exhibit
G, "Amenities/Enterprise Corporate
Park." Landlord represents and warrants
covenants that so long as Landlord owns
or controls the Enterprise Park buildings,
said amenities and services shall be
available to
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Tenant during the Lease Term provided
Tenant is not in default under the terms
of this Lease. Tenant agrees that the
amenities and services are provided to
other tenants in the Building and the
Project and are subject to the terms and
conditions of the entity or company
providing said service and are subject to
the applicable costs for using said
services. Tenant agrees that Tenant and its
employees will be subject to the applicable
charge for using any of the services
set forth on Exhibit G and shall be subject
to the applicable rules and
regulations of the company or persons
providing said services.
3.06
PARKING In
addition and as part of this Lease, Landlord shall
provide to Tenant, on a non-exclusive
basis, parking spaces servicing the
Project in a number equal to four (4)
spaces per 1,000 rentable square feet.
ARTICLE IV - PAYMENT OF RENT
4.01.
PAYMENT OF RENT.
Tenant shall pay the monthly Base Rent and the
Monthly Additional Rent on the first day of
each month during the Term, in
advance. The amount of the Monthly
Additional Rent and method of billing
therefore is set forth in paragraph 4.02.
Any other charge shall be due in
accordance with the Lease provision
governing the charge. For example, if Tenant
is to pay Landlord for any fit-out work,
the charge and manner of payment for
that may be covered under the provision
specifying the fit-out work.
4.02.
MONTHLY
ADDITIONAL RENT. The Monthly Additional Rent is: [i]
Tenant's Percentage of Project Operating
Expenses; plus [ii] Leased Premises
Utility Charges. At the beginning of each
Fiscal Year, Landlord shall prepare an
itemized estimate (in reasonable detail) of
all of the components of the Monthly
Additional Rent expected to be incurred by
Tenant during the ensuing Fiscal
Year. Landlord will provide a copy of the
statement of estimated Monthly
Additional Rent to Tenant and Tenant shall
pay the Monthly Additional Rent based
on Landlord's estimated statement, each
monthly payment to be 1/12 of the
estimated Monthly Additional Rent to be
incurred for the full Fiscal Year.
Landlord represents and warrants that the
estimate for calendar year 2003 for
Project Operating Expenses is set forth on
Exhibit F, attached hereto and made a
part hereof. After the end of each Fiscal
Year, Landlord will prepare an
itemized statement of the actual Project
Operating Expenses incurred by Landlord
during the prior Fiscal Year, together with
a statement of any overpayment or
underpayment of actual Monthly Additional
Rent based upon the estimated payments
made by Tenant. Landlord will render the
statement of Monthly Additional Rent
actually incurred by Tenant within 90 days
after the end of each Fiscal Year. In
the case of an underpayment, Tenant shall
pay the shortage to Landlord within 30
days after rendering the statement of
actual Monthly Additional Rent to Tenant.
In the case of an overpayment, Landlord
will reimburse the amount of the
overpayment to Tenant within 30 days after
the rendering of the statement. In
the event it becomes apparent to Landlord
during the course of a Fiscal Year
that the actual Monthly Additional Rent
will be materially different than the
estimated Monthly Additional Rent (on
account of an unexpected increase in the
municipal real estate tax, for example),
then Landlord may amend the statement
of estimated Monthly Additional Rent and
the monthly payments will be adjusted
such that all of the newly estimated
Monthly Additional Rent for the full Fiscal
Year will have been paid via the Monthly
Additional Rent payments made prior to
the new estimate plus payment of the equal
adjusted installments of the Monthly
Additional Rent payments remaining in the
Fiscal Year. If Landlord has not
provided Tenant with statement of estimated
Monthly Additional Rent prior to the
beginning of a Fiscal Year, Tenant shall
make installment payments based upon
the installments in effect for the prior
year until the new statement of
estimated Monthly Additional Rent is
rendered to Tenant. The calculation of
Monthly Additional Rent shall be in
accordance with Generally Accepted
Accounting Principles consistently applied
(unless express provisions of this
Lease deviate). Any component of Project
Taxes shall be charged to any period in
the same manner in which real estate tax is
adjusted on closings for
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property in the municipality in which the
Project is located, but if not
adjusted, then in advance, each payment
covering the period when first due until
the date on which a payment is next first
due (the method of adjustment for the
regular municipal real estate tax being in
advance - based upon a uniform fiscal
year). All utility bills and other similar
expenses shall be allocated to the
period of usage which resulted in the bill.
For example, if Landlord receives a
Common Area electric bill in January 1994,
which bill covers a period beginning
in November 1993 and ending in December
1993, the electric bill would be charged
to 1993 Project Operating Expenses
4.03.
ADDITIONAL
PROVISIONS REGARDING PAYMENT OF RENT. All Rent shall be
due and payable without any setoff or
deduction to Landlord at the times
specified in this Article, above. If any
installment (except as otherwise
specifically provided for in the Lease) of
Rent is not paid within 10 days of
its due date, Tenant shall pay a late
charge to Landlord equal to $100. If the
outstanding balance of Rent owed to
Landlord contains any amount that has not
been paid within 10 days of its due date,
then beginning on the 11th day, the
entire outstanding balance of Rent owed by
Tenant shall bear interest at the
"Default Rate", until the outstanding
balance no longer includes any amounts not
paid within 10 days of their due date. The
"Default Rate" is the rate of
interest equal to the lesser of: [i] 2%
over the "Wall Street Prime" in effect
at the time the Default Rate begins to
accrue; or [ii] the maximum rate of
interest permitted to be charged under law.
Any liability for unpaid Rent shall
survive the termination of the Lease.
4.04
Upon
reasonable advance notice to Landlord, Tenant or its agents or
employees shall have the right to audit
Landlord's books and records during
normal business hours to confirm and verify
the numbers and statements contained
in Landlord's statement in connection with
the determination of Tenant's
Percentage Share of Project Operating
Expenses during the term of this Lease.
Tenant shall have the right to require the
production of Landlord's books and
records which relate to these items of cost
and the right to deliver notice of
disagreement with respect to any item of
Project Operating Expense. Upon written
notice from Tenant, Landlord shall make
available to Tenant copies of books and
records indicating how it calculated
Additional Rent based on Tenant's
Percentage Share of Project Taxes and
Tenant, at its cost, shall have the right
to audit, review and photocopy Landlord's
books and records during normal
business hours in connection with any tax
statement or tax appeal proceeding.
ARTICLE V - LEASED PREMISES UTILITIES
5.01.
RESPONSIBILITY
TO PROVIDE UTILITIES TO THE LEASED. PREMISES
Landlord shall provide electric power for
the lighting and power outlets for the
Leased Premises and heating fuel and
electricity for the air conditioning system
for the Leased Premises. If Landlord is
responsible to provide the Leased
Premises to Tenant with any plumbing
fixtures (such as kitchen facilities with a
sink or bathroom facilities), Landlord will
provide a water supply to the
plumbing fixtures and a waste line from
such plumbing fixtures. Landlord will
provide Tenant with a location in the
Building with a local telephone line
connection to which Tenant may run Tenant's
telephone lines. Tenant shall have
the right to choose its telephone service
company from available companies at no
additional charge.
5.02.
RESPONSIBILITY
TO PAY FOR LEASED PREMISES UTILITY CHARGES. Tenant
shall pay all charges for utilities used,
consumed in or allocable to the Leased
Premises ("Leased Premises Utility
Charges"). If the electricity consumed in the
Leased Premises is not separately metered,
Tenant shall pay Landlord for the
electric consumption at the rate of $1.25
per square foot of Leased Premises
Square Footage per annum, increased by the
amount of any rate increase imposed
after the execution of this Lease by the
utility company providing service to
the Building. The preceding $1.25 per
square foot per annum rate is based on
normal office usage, and Landlord reserves
the right to increase the
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Tenant electric charges in the event that
Tenant's electric consumption shall be
in excess of normal office usage (for
example, excess usage due to a computer
installation with high energy consumption).
The Leased Premises Utility Charges
are payable in monthly installments, in the
manner set forth in Article IV.
ARTICLE VI - USE OF LEASED PREMISES AND
TENANT'S CONDUCT IN PROJECT
6.01.
PERMITTED USE
FOR LEASED PREMISES BY TENANT. Tenant and any
permitted assignee or sublessee shall use
the Leased Premises for the sole and
exclusive purpose set forth in the Data
Section and no other purpose. The use of
the Leased Premises shall also be in
accordance with all laws affecting the
Leased Premises, including the municipal
zoning laws. Unless the use set forth
in the Data Section expressly provides
otherwise, the use of the Leased Premises
shall be limited to the operation of a
general business office. Tenant will
comply with all rules and regulations
reasonably established by Landlord and
uniformly applicable for the governing of
conduct of tenants in general in the
Project, of which Tenant is given written
notice.
6.02.
TENANT
ALTERATIONS, TENANT'S CONTRACTORS, MECHANIC'S LIENS, ETC.
Tenant shall not cause any alteration or
improvement to be made to the Leased
Premises or to any other portion of the
Project unless Tenant has obtained
Landlord's prior Consent. Notwithstanding
the foregoing, Tenant may, without
Landlord's consent, install wall coverings,
floor coverings or make decorative
changes and furnishings or make other
changes to the Leased Premises which do
not require any structural changes or
interfere with any Building system.
Landlord will not unreasonably withhold or
delay Landlord's Consent to such
alterations or improvements, but prior to
rendering Consent, Landlord may
require Tenant to submit building plans (in
detail reasonably required by
Landlord) and the identity of the
contractor or contractors and subcontractors
to perform any such material alterations
and the references for such contractors
and subcontractors reasonably requested by
Landlord. Prior to the commencement
of any such alteration or improvement by
any contractor, Landlord will be
provided with a certificate of insurance
for such contractor, showing public
liability coverage, workers' compensation
coverage and any other coverage
reasonably required by Landlord, which
certificate names Landlord as an
additional insured and provides that the
coverage will not be canceled or not
renewed without at least 15 days advance
Notice to Landlord. All work performed
by or through Tenant shall be performed in
full compliance with all laws, shall
be carried out in a prompt and workmanlike
manner and shall not unreasonably
interfere with the peaceful enjoyment of
the Project by any other tenant. Tenant
shall promptly pay all contractors and
materialmen hired by Tenant to furnish
any labor or materials which may give rise
to the filing of a mechanic's lien
against the Project attributable to
alterations and improvements done by or
through Tenant. Should any such lien be
placed against the Project, Tenant shall
cause same to be discharged as against the
Project within the sooner of: [i] 30
business days after Tenant receives notice
of such lien: or [ii] 30 business
days after request by Landlord to remove
such lien. If bond is filed and such
lien is discharged, Tenant shall not be
obligated to discharge the lien by
payment. Notwithstanding any notice and
grace period before default elsewhere
set forth in this Lease, if Tenant shall
fail to discharge such lien within the
time period set forth in this paragraph
above, and shall further fail to
discharge such lien within 10 more business
days after Notice of failure to
discharge the lien is given from Landlord,
then Tenant shall be in material
default of the Lease, without any further
notice or grace period.
6.03.
TENANT'S GENERAL
COMPLIANCE WITH LAWS. Tenant shall, at Tenant's
sole cost and expense, comply with all of
the requirements of all laws now in
force or which may hereafter be in force
and not being reasonably disputed by
Tenant pertaining to Tenant's use of the
Leased Premises and any act therein by
Tenant. Specific reference is made to
Tenant's duty to comply with
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all state, federal and local laws
concerning environmental protection and
Tenant's conduct at the Leased Premises and
Project. Tenant shall indemnify and
hold Landlord harmless from and against any
damage, liability, cost and/or
expense which Landlord may suffer by reason
of Tenant's failure to comply with
the laws governing Tenant's conduct at the
Leased Premises and Project,
including all laws concerning environmental
protection. Tenant shall undertake
no acts which would result in the Leased
Premises being defined as an
"Establishment" under the environmental
laws of the State of Connecticut.
Landlord, at its expense, shall comply with
all laws, ordinances, regulations,
building codes and other regulations of any
federal, state, county or city
authority relating to the Leased Premises
and/or the Building including common
areas thereto, (except for those laws and
regulations for which Tenant is
obligated pursuant to this section above)
including but not limited to all
requirements of the Americans with
Disabilities Act ("ADA") regarding the
Building, the common areas of the Building,
the parking garage or other areas or
facilities serving the Building or Project.
Tenant shall be responsible for
compliance with ADA regarding its
improvement of and use within the Leased
Premises.
6.04.
SIGNAGE &
WINDOW TREATMENT. Tenant will not place or maintain, or
cause to be placed or maintain
