EXHIBIT 10.1
THIS LEASE
AGREEMENT made as of this 15th day of August 2005, by and
between 1200 HIGH RIDGE COMPANY, LLC a
limited liability company organized and
existing under the laws of the State of
Connecticut, with its principal offices
at c/o Frank Mercede & Sons, Inc., 700
Canal Street in the City of Stamford,
County of Fairfield and State of
Connecticut, acting herein by Werner
Valeur-Jensen, its manager, hereunto duly
authorized, which limited liability
company is hereinafter referred to as
"LANDLORD," and MTM TECHNOLOGIES, INC., a
corporation organized and existing under
the laws of the State of New York,
acting herein by Francis J. Alfano, its
Chief Executive Officer, hereinafter
referred to as "TENANT."
WITNESSETH:
SECTION 1 - DEMISED PREMISES:
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Landlord hereby
leases to Tenant and Tenant hereby hires approximately
Twenty Thousand Six Hundred Fifty (20,650)
rentable square feet of office space
(the "DEMISED PREMISES") on the third floor
in a building (the "BUILDING")
located on real property (the "LAND")
located at 1200 High Ridge Road, Stamford
Connecticut, which Demised Premises is
shown on Exhibit "A" annexed hereto and
which Land is shown on Exhibit "B" annexed
hereto. Landlord hereby warrants and
represents that such rentable area
accurately reflects a "loss factor" (i.e.,
the percentage difference between the
rentable area and usable area of the
Demised Premises) which does not exceed 19
percent and that Tenant's
Proportionate Share (defined below)
accurately reflects the fraction obtained by
dividing the rentable square footage of the
Demised Premises by the rentable
square footage of the Building. If Landlord
has overstated the rentable area of
the Demised Premises or Tenant's
Proportionate Share, upon Tenant's request,
this Lease shall be appropriately amended
and Tenant's rent shall be
retroactively adjusted to reflect such
overstatement, with Landlord reimbursing
Tenant for any overpayments made before
said adjustment. In addition, Landlord
shall, and hereby does, grant to Tenant,
and Tenant shall, and hereby does,
accept from Landlord, the non-exclusive
right to use the Common Areas during the
Term for itself, its employees, other
agents and guests in common with Landlord,
any tenants of other leased premises within
the Building and any of their
respective employees, other agents and
guests. "COMMON AREAS" means all areas
and facilities at the Land intended for the
common use of all tenants of the
Building, including, without limiting the
generality of the foregoing, the
parking area and driveways on the Land.
SECTION 2 - PARKING:
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Landlord will
provide Tenant, at no extra charge, with three (3) parking
spaces at the Building for each 1,000
rentable square feet of office space
actually occupied by Tenant for a total of
sixty two (62) parking spaces. Of
said parking spaces, four (4) shall be
marked and reserved for Tenant's
exclusive use. Landlord reserves the right
to relocate Tenant's spaces within
the same parking area and to change the
size of the spaces at any time during
the Term of this Lease. Landlord shall keep
the parking area in good order and
repair, reasonably secure, and reasonably
free of obstructions such as ice,
snow, rubbish and unauthorized
vehicles.
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SECTION 3 - TERM OF LEASE
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(a) The Term of this Lease shall be
for five (5) years, commencing on the
later of November 1, 2005 or five (5)
business days following: Tenant's receipt
from Landlord of a final and unconditional
certificate of occupancy for the
Demised Premises (the " COMMENCEMENT DATE")
and ending on the fifth anniversary
of the Rent Commencement Date (the "TERM"),
with payment of rent commencing on
the Commencement Date.
(b) (i) If the Demised Premises is not
ready for occupancy in accordance
with the provisions of Section 6(a) hereof
on the Commencement Date, Landlord
shall have the greater of (x) an additional
forty five (45) days or (y) such
amount in excess of forty five (45) days as
may be necessary under the
circumstances to comply with any change
orders in the Work required by Tenant
under Section 6(a) hereof, in which to
ready the Demised Premises for occupancy.
If the Demised Premises is not ready for
occupancy on the Commencement Date and
said delay is proximately caused by any act
or omission of Tenant or any of its
employees, agents or contractors, including
but not limited to, any change
orders in the Work required by Tenant
and/or failure of Tenant to act reasonably
promptly when any consent of approval may
be requested by Landlord, Tenant's
obligation to pay rent with respect to such
portion shall commence nevertheless.
Should Landlord fail to deliver the Demised
Premises to Tenant as required by
this Lease for any reason not caused by
Tenant (including, without limitation,
any reasons due to "Force Majeure"
conditions) within the aforesaid period,
Tenant may terminate this Lease, without
liability, upon ten (10) days' notice,
in which case Landlord shall immediately
return to Tenant any prepaid rent.
(c) At the expiration or termination
of the Term of this Lease, whether by
lapse of time or otherwise, Tenant shall
surrender the Demised Premises in good
condition, reasonable wear and tear, loss
or damage by fire, casualties, the
elements, or by causes beyond Tenant's
reasonable control, and Landlord's
maintenance, repair and replacement
obligations, excepted. At the expiration of
the Term of this Lease, Tenant shall remove
from the Demised Premises all
fixtures and furnishings belonging to
Tenant (provided, however, that Tenant
shall have no obligation to remove or pay
for the removal of the initial fit-up
of the Demised Premises, or any subsequent
alterations which Landlord has
approved during the Term), and the Demised
Premises shall be left in broom-clean
condition. Tenant shall repair, at its
cost, any damage caused by removal of
fixtures or furnishings during or at the
end of the Term. At the election of the
Landlord, all partitions, ceilings,
lighting appended to the Demised Premises
and flooring or carpeting will become the
property of the Landlord unless
fixtures installed by Tenant.
SECTION 4 - RENT
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(a) The basic rent for the Demised
Premises shall be Four Hundred Seventy
Four Thousand Nine Hundred Fifty and 00/100
($474,950.00) Dollars per year, or
$39,579.17 monthly. Notwithstanding the
foregoing provisions, Tenant shall not
be obligated to pay any rent during the
thirteenth (13th) month of the Term of
this Lease.
(b) The term "Lease Year" as used
herein shall mean each period of twelve
(12) consecutive calendar months commencing
on the Original Space Rent
Commencement Date and, hereafter, on the
anniversary of the Original Space Rent
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Commencement Date during the Term of this
Lease, and the Renewal Term, if any.
(c) The annual rent shall be paid in
twelve (12) equal installments in
advance on the first day of each calendar
month during the Term. Tenant shall
pay the prorated monthly portion of said
rent for any fractional period of a
month or fractional period of a Lease Year
within the Term or Renewal Term, if
any.
SECTION 5 - COVENANTS:
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(a) Landlord covenants that as long as
Tenant is not in default under this
Lease, Tenant may peaceably and quietly
have, hold and enjoy the Demised
Premises, subject to the conditions set
forth herein.
(b) Landlord hereby represents and
warrants that it has the full right,
power and authority to execute this Lease
and grant the estate herein demised.
(c) Landlord shall have the right,
however, to enter the Demised Premises
at all reasonable times, upon reasonable
prior notice to the Tenant, during
usual business hours, for the purpose of
inspection or for showing the same to
prospective purchasers or fee mortgagees,
provided Landlord's entries are in a
manner consistent with Tenant's reasonable
security requirements and do not
unreasonably interfere with Tenant's use of
the Demised Premises for business
purposes.
SECTION 6 - FIT-UP AND ALTERATIONS:
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(a) Prior to the applicable
Commencement Date, Landlord, at its expense,
shall undertake and complete to Tenant's
reasonable satisfaction all the work
(the "WORK") described in Exhibit "A1"
attached hereto. The Work shall be
performed promptly and diligently until
completion, by supervised, experienced
personnel. The Work shall be performed in a
first-class manner as to
workmanship, installation and materials,
and in accordance with Tenant's
approved plans. Tenant shall have the right
to make change orders to said
approved plans, upon Landlord's prior
written consent, which consent shall not
be unreasonably withheld, conditioned or
delayed. Landlord shall provide Tenant
with any and all resulting cost increases
and/or estimated time delays
associated with said change orders upon
approving same. Landlord shall perform
the Work in compliance with all applicable
federal, state and local laws, codes,
statutes, ordinances, guidelines, rules and
regulations. During the course of
construction, Landlord shall keep Tenant
duly apprised of the progress of the
Work and any claimed delays. Landlord
hereby warrants and represents that the
Work shall be free from defects in
workmanship, installation and materials for a
period of one (1) year from the applicable
Commencement Date, and Landlord, at
its sole cost and expense, shall promptly
perform any corrective work arising
from said warranty. Within sixty (60) days
after the Commencement Date, Tenant
shall have the right to submit to Landlord
a "punch list" of any Work items
which need to be finished or corrected, and
Landlord, at its sole cost and
expense, shall promptly complete and/or
correct same. Landlord, at its expense,
before the Commencement Date, shall install
Tenant's name on all directories in
the Building. Landlord shall modify such
listings to identify any permitted
assignees or subtenants, with Tenant
reimbursing Landlord for the actual costs
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therefor. Tenant shall have the right to
install a sign on its entrance door and
reasonably appropriate signage in the
Demised Premises, provided it first
obtains Landlord's consent.
(b) (i) Subsequent to the Work to be
performed by the Landlord, as
outlined on Exhibit "A1", Tenant shall make
no alterations or improvements in or
to the Demised Premises without Landlord's
prior written consent. Any such
alterations or improvements shall be
performed only by Landlord, or by
contractors reasonably approved by
Landlord, provided however, any such approved
contractors must be licensed to do business
in the State of Connecticut and must
be of similar size, quality and reputation
as Frank Mercede & Sons, Inc.
Notwithstanding the foregoing, Tenant may
decorate, not including painting, and
perform minor cosmetic remodeling with
respect to the portion of the Demised
Premises occupied by Tenant from time to
time, in either case without obtaining
Landlord's consent.
(ii) In furtherance of the foregoing provisions, Landlord and
Tenant
have discussed, and Landlord is amenable to
the installation in the Building or
on the Land (the location of which shall be
reasonably determined by Landlord in
its sole discretion) of, a back-up
generator of a size and power agreed upon by
the parties that is reasonably necessary to
provide back-up power for Tenant's
computers and electronic data processors in
the Demised Premises. In all events,
the installation of any such generator
shall be subject to the following
conditions: the generator (i) shall not
interfere with the peaceful and quiet
enjoyment of the other tenants of the
Building, (ii) must be installed in a
manner and in a location which will
minimize noise and vibration, be performed
at Tenant's expense and by duly licensed
and Landlord-approved contractors, and
(iii) must be serviced under a maintenance
contract by a reputable service
provider at Tenant's sole cost and expense
throughout the term of the Lease.
(c) Landlord hereby warrants and
represents that, as of the Commencement
Date: (a) the Demised Premises shall be
vacant, broom-clean and ready for
Tenant's exclusive occupancy; (b) all Work
shall be substantially completed such
that a final and unconditional certificate
of occupancy permitting lawful
occupancy has been duly issued, and such
that Tenant may reasonably commence its
business operations; (c) all mechanical
equipment and utility systems serving
the Demised Premises shall be in good
working order and repair; (d) the Demised
Premises shall be structurally sound and
"water-tight"; (e) Tenant's access to
the Demised Premises shall be reasonably
secure and unimpeded; and (f) the
Demised Premises, Building and the Land
shall be in compliance with all
applicable laws, codes, statutes,
ordinances, guidelines, rules and regulations.
Landlord's warranties and representations
under this subsection shall survive
the commencement of the Term.
SECTION 7 - ADDITIONAL RENT;
ESCALATION:
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(a) As used herein:
1. The term
"REAL ESTATE TAXES" shall mean all real property related
taxes and assessments levied, assessed, or
imposed at any time by any
governmental authority upon or against the
Building, parking lot and Land, and
also any tax or assessment levied,
assessed, or imposed, newly enacted at any
time by any governmental authority having
jurisdiction over the Demised Premises
in connection with the receipt of income or
rent from said Building, parking lot
and Land (computed as if Landlord owned or
operated no property other than said
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Building, parking lot and Land) to the
extent that same shall be in lieu of or
in addition to all or a portion of any of
the aforesaid real property taxes
against the Building and Land. The term
"Real Estate Taxes " shall not mean or
include any interest or penalties which may
become due by reason of the failure
to pay any such taxes when due and payable,
or any inheritance, estate,
transfer, gift, succession, general
franchise, corporate, income, excess
profits, sales, conveyance or other
non-real estate tax imposed on Landlord, and
shall exclude any Real Estate Taxes not
fairly allocable to the Term.
2. "Tax Year"
shall mean a fiscal year for which Real Estate Taxes
are imposed.
3. "Base Tax Year" is
stipulated to be the tax fiscal year of July
1, 2005 to June 30, 2006 of the City of
Stamford. The Real Estate Taxes payable
in the Base Tax Year shall be deemed to be
the amount derived by multiplying the
full assessment value of the Building,
parking lot and Land by the mill rate for
the Base Tax Year. Full assessed value of
the Building and Land, in the first
instance, shall be deemed to mean the total
assessment for the Building and Land
made by the City Tax Assessor on the Grand
List of October 1, 2004.
4. "Subsequent
Tax Year" shall mean a Tax Year or portion thereof
that falls within the Term of this Lease
which shall be subsequent to the Base
Tax Year.
5. "Building"
shall mean the Building in which the Demised Premises
are located.
6. "Tenant's
Proportionate Share" shall be deemed to be 34.55% of
the Building, including the parking lot and
Land.
(b) If the Real Estate Taxes for any
Subsequent Tax Year shall be more
than Real Estate Taxes for the Base Tax
Year, Tenant shall pay as additional
rent for such Subsequent Tax Year, a sum
equal to Tenant's Proportionate Share
of the amount by which the Real Estate
Taxes for such Subsequent Tax Year are
greater than the Real Estate Taxes for the
Base Tax Year (which amount is
hereinafter called the "TAX PAYMENT").
Should this Lease terminate prior to the
expiration of a Subsequent Tax Year, such
Tax Payment shall be prorated to, and
shall be payable on, or when ascertained
after, the date of termination of this
Lease. Payments of additional rent for Tax
Payments due from Tenant shall be
made as and subject to the conditions,
hereinafter provided in this Section. If
Landlord shall receive a refund or rebate
of Real Estate Taxes for any
Subsequent Tax Year, Landlord shall pay to
Tenant, Tenant's Proportionate Share
of such refund and of any interest thereon,
after deduction from such refund and
interest the reasonable costs and expenses
(including experts' and attorneys'
fees) of obtaining such refund.
(c) Landlord with reasonable
promptness after receipt of the bill for the
Base Tax Year shall supply Tenant with a
copy thereof. If the Real Estate Taxes
for the Base Tax Year shall thereafter be
reduced, Landlord shall notify Tenant
with reasonable promptness of the amount of
the Real Estate Taxes for the Base
Tax Year as so reduced and provide Tenant
with written evidence of such
reduction issued by the taxing authority.
With reasonable promptness after the
end of each Subsequent Tax Year, Landlord
shall render and deliver to Tenant a
copy of the Real Estate Tax bill for such
Subsequent Tax Year and a comparative
statement showing the amount of the Real
Estate Taxes for the Base Tax Year, the
amount of Real Estate Taxes for such
Subsequent Tax Year and the Tax Payment due
from Tenant for such Subsequent Tax Year,
indicating thereon in reasonable
detail the computation of such Tax Payment.
If the comparative statement for a
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Subsequent Tax Year shows a payment due,
Tenant shall pay the amount of the Tax
Payment shown on such comparative statement
(or the balance or a proportionate
installment thereon, if only an installment
of such Real Estate Taxes is
involved) within thirty (30) days after the
rendition and receipt of such
comparative statement.
(d) The following words and phrases,
wherever used in this Section 7 shall
have the following meanings:
1. "Base
Operating Expense" means the amount of the Operating
Expenses for the Base Year (as hereinafter
defined).
2. "Base Year"
means the calendar year 2005.
3. "Subsequent
Year" means the Twelve (12) month period immediately
succeeding the Base Year and any further
Twelve (12) month period immediately
succeeding a Subsequent Year.
4. "Operating
Expenses" means the following expenses of the Landlord
attributable to maintenance of the Land and
Building, to the extent that they
are reasonable and properly incurred for
the stated purpose and chargeable
against income in accordance with generally
accepted accounting principles, and
except to the extent that they have been
separately charged to the tenants of
the Building and excluding capital
expenses:
(i) The
wages of persons (other than any head office employees
of the Landlord) engaged in the current
operation and maintenance of the Land
and Building;
(ii) The cost of
common area electric (calculated by
subtracting the sum of all monies paid by
all tenants of the Building for
electricity from the electricity bill for
the Building covering the same period
of time), water, fuel, supplies, materials,
and equipment required for the
current operation and maintenance of the
Building. Landlord represents that each
tenant of the Building is and shall
continue to be required to pay for all
electricity consumed within its leased
premises outside of Operating Expenses.
(iii) Amounts payable
under contracts with contractors
reflecting prevailing rates in the subject
industry, with contractors for
current operation and maintenance to the
Building, including without limiting
the generality of the foregoing, contracts
relating to the elevator, the
cleaning of the Building, security of the
Building, and all other services to be
provided by Landlord pursuant to the terms
of this Lease;
(iv) Amounts
payable for insurance premiums for those
insurance policies purchased by Landlord as
required in this Lease.
"Operating Expenses" shall exclude all of
the following:
(i)
Landlord's debt service (principal and interest) of any
kind;
(ii) Any
environmental compliance or remediation costs of any
kind;
(iii) Intentionally
Omitted;
(iv) Any costs,
fees or expenses not expressly referred to in
this Lease, or otherwise provided to be
paid by parties other than Tenant;
(v) Wages,
salaries, fees and fringe benefits paid to
administrative or executive personnel or
officers or partners of Landlord who
are not directly involved in the daily
management and operations of the Land;
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(vi) All costs,
fees and disbursements relating to activities
for the solicitation and execution of
leases for space in the Land (including,
without limitation, legal fees and
brokerage costs);
(vii) The cost of
correcting defects in the construction of
the Building or in the building equipment
and mechanical systems thereof;
(viii) The cost of any repair made by Landlord because of the
total or partial destruction of the
Building or the condemnation of a portion of
the Building or Land;
(ix) The cost of
any items for which Landlord is reimbursed
by insurance or other parties;
(x) The
cost of any additions or capital improvements to the
Building;
(xi) The cost of
any repairs, alterations, additions,
replacements, and other items which under
generally accepted accounting
principles are properly classified as
capital expenditures to the extent they
upgrade or improve the Building as opposed
to the replacement of existing items
which have worn out;
(xii) The cost of any
work or service performed for, or
facilities furnished to, any tenant of the
Building to a greater extent or in a
manner more favorable to such tenant than
the work or services regularly
performed for or furnished to other tenants
of the Building;
(xiii) The cost of alterations to, or the decorating or
redecorating of space in the Building
leased to other tenants;
(xiv) The cost of
overtime or other expense to Landlord in
curing its defaults under this Lease or
performing work expressly provided in
this Lease to be borne at Landlord's sole
expense;
(xv)
Intentionally Omitted; and
(xvi) Any costs
representing an amount paid to a corporation,
entity or person related to Landlord which
is in excess of the amount which
would be paid in the absence of such
relationship.
5. "Wages" means and
includes salaries, medical, surgical and general
welfare benefits (including group life
insurance), workmen's compensation
insurance, uniforms, and amounts
contributed by Landlord to pension funds in
respect of the employees of Landlord
referred to in Paragraph 4, but only to the
extent that such salaries, benefits,
insurance and/or reasonable contributions
are reasonable having regard to
corresponding salaries, benefits, insurance
and/or contributions paid in connection
with the operation of similar office
Buildings in Stamford, Connecticut.
6. "Tenant's
Proportionate Share" shall be deemed to be 34.55%.
(e) In the event that at any time or
from time to time during the Term of
this Lease, the amount of Operating
Expenses for any Subsequent Year shall be in
excess of the Base Operating Expenses, the
Tenant shall pay as additional rent a
sum equal to Tenant's Proportionate Share
of the amount by which the Operating
Expenses for such Subsequent Year are
greater than the Base Operating Expenses;
provided, however, that Tenant shall not be
liable for any increases in
Operating Expenses which are not fairly
allocable to the Term. The Landlord
shall furnish to the Tenant as soon as
possible after the end of the Base Year
and each Subsequent Year but in any event
not later than Four (4) months
thereafter, a certificate of the Landlord
specifying the amount of the Base
Operating Expenses and the Operating
Expenses for each such year determined as
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herein provided and showing in reasonable
detail the nature of and the manner of
computing such expenses. Within Thirty (30)
days of the receipt of such
certificates for each such year in respect
of which amounts (said amount being
herein called "Excess Operating Payments")
are payable by the Tenant hereunder,
the Tenant shall reimburse the Landlord all
amounts then owing by it in respect
of such Excess Operating Payments.
(e) Landlord's comparative statement
for a Tax Payment and Landlord's
comparative statement of increase in the
Operating Expenses over the Base Year
Operating Expenses shall be conclusive and
binding upon Tenant unless:
(i) within Sixty (60)
days after receipt of either such comparative
statement Tenant shall notify Landlord that
it disputes the correctness of the
statement, specifying the respects in which
the statement is claimed to be
incorrect, and;
(ii) if such dispute shall not have been settled by agreement,
Tenant
shall submit the dispute to binding
arbitration within Sixty (60) days after
receipt of such comparative statement.
Pending the determination of such dispute
by agreement or arbitration as aforesaid,
Tenant shall pay additional rent in
accordance with Landlord's comparative
statement, and such payment shall be
without prejudice to Tenant's position. If
the dispute shall be determined in
Tenant's favor, Landlord shall forthwith
reimburse Tenant for any overpayment.
Notwithstanding the foregoing, Landlord
agrees to make available, upon two (2)
business days' notice, its statements,
books and records relating to said
dispute for audit, inspection and copying
by Tenant.
SECTION 8 - UTILITIES:
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Together with
monthly payments of base rent due hereunder, Tenant shall pay
for all electricity used in the portion of
the Demised Premises, including
electricity used and consumed for lighting,
and/or other small business office
equipment and machines at the current rate
of $1.75 per rentable square foot per
Lease Year, which rate has been established
based on the electricity rate
charged to Landlord by the public utility,
Northeast Utilities Company. Tenant
shall pay for any rate increase imposed by
the public utility during the Term of
this Lease. If any additional or large
office equipment requiring in excess of
15 amperes is employed by Tenant during the
term of this Lease or any extension
thereof, the rates and amounts payable by
the Tenant each Lease Year shall be
established by means of a survey conducted
by the public utility at Landlord's
expense. Landlord shall not in any way be
liable or responsible to Tenant for
any loss or damage or expense which Tenant
may sustain of incur if the quantity
or character of electric service is changed
by the public utility or through no
fault of Landlord is no longer available or
suitable for Tenant's requirements.
Tenant's electricity charges shall not
exceed the normal and customary
electricity charges imposed at comparable
first-class office buildings in the
Stamford, Connecticut area.
SECTION 9 - USE AND OPERATION OF DEMISED
PREMISES:
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(a) Throughout the Term of this Lease,
Tenant may use the Demised Premises
for general office purposes and to operate
a computer network operations center
and any lawful uses reasonably related
thereto. Landlord hereby warrants and
represents that, to the best of its
knowledge, information and belief,
applicable zoning and the Building's
certificate of occupancy permit the
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foregoing usage at the Demised Premises.
Landlord shall not unreasonably
withhold, condition or delay its consent to
uses at the Demised Premises other
than those specified above, provided such
other uses are generally in keeping
with the standards of the Building and (X)
do not (i) injure or damage the
Demised Premises or the Property, (ii)
cause any offensive odors, noises or
visual effects, (iii) constitute a public
or private nuisance or menace to any
patron, tenant or other persons or their
property, (iv) constitute or be
reasonably viewed by Landlord or the
community at any time and from time to time
as vulgar, lewd, lascivious or catering to
prurient interests or be in any way
detrimental to the reputation of Landlord
or its principals, (v) make void or
voidable any insurance with respect to the
Property and/or the Demised Premises,
or which will make it impossible to obtain
fire or other insurance at the usual
rate for similar structures, (Y) will not
cause or be likely to cause structural
damage to the Building or any part thereof,
and (Z) will not violate any law or
regulation of any governmental authority,
and are otherwise allowed by
applicable law, zoning regulations and the
underwriting requirements of
Landlord's insurer(s) of the Building and
the requirements of any holder of any
mortgage encumbering the Land and the
Building.
(b) Tenant agrees to keep and maintain
the Demised Premises in the same
condition it will be in on the day Tenant
takes possession, and to maintain it
in accordance with Tenant's obligation
pursuant to Section 10(a) hereof, all
subject to reasonable wear and tear, loss
by fire or other casualty and
Landlord's maintenance, repair and
replacement obligations.
(d) Tenant shall not use or install
any special equipment without the
prior approval of Landlord, which approval
shall not be unreasonably withheld.
(e) Tenant shall not act or carry on
any practice which may injure the
Demised Premises or the Building in which
the same are located, cause any
offensive odors or loud noises, or
constitute a public nuisance or menace to any
other tenant or other persons.
(e) Landlord reserves the right to
adopt reasonable and uniform rules and
regulations for the operation of the
Building and common areas so that the same
shall be operated efficiently and in
accordance with other provisions of this
Lease. Tenant agrees to abide by, and
require its employees to abide by, said
rules and regulations.
1. Nothing in
this Lease contained shall be construed to impose upon
Landlord any duty or obligation to enforce
the Rules and Regulations or terms,
covenants or conditions in any other Lease,
as against any other tenant unless
Tenant has given Landlord notice of a
material and repeated violation of same
which is interfering with Tenant's
enjoyment of the Demised Premises, and
Landlord shall not be liable to Tenant for
violation of the same by any other
tenant, its servants, employees, agents,
visitors or licenses.
2. If any
governmental license or permit regulating or related to
Tenant's business other than a Certificate
of Occupancy, shall be required for
the proper and lawful conduct of Tenant's
business in the Demised Premises, or
any part thereof, and if failure to secure
such license or permit would in any
way affect Landlord, then Tenant, at its
expense, shall duly procure and
thereafter, maintain such license or permit
and submit same to inspection by
Landlord. Tenant shall at all times comply
with the terms and conditions of each
such license or permit, but in no event
shall failure to procure and maintain
same by Tenant affect Tenant's obligations
hereunder. Except as immediately set
forth above, Landlord, at its sole cost and
expense, shall comply with all
applicable laws, codes, statutes,
ordinances, rules and regulations relating to
the Demised Premises, the Building and the
Land, including, without limitation,
9
<PAGE>
building, health, disability and fire code
requirements.
SECTION 10 - REPAIRS:
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(a) Tenant, at its expense, shall take
good care of and repair the
interior of the Demised Premises and
fixtures and appurtenances located therein
and replace all light bulbs. Landlord, at
its expense, shall take care of, and
keep in repair and good order and
condition, all exterior and structural
portions (including the foundations, walls
roofs, windows and structural
portions of the ceiling and floors) and all
light fixtures. All such repairs and
maintenance shall be performed promptly and
in a substantial and workmanlike
manner. All damage or injury to the Demised
Premises and to its fixtures,
appurtenances and equipment caused by
Tenant moving property in or out of the
Building or by installation or removal of
furniture, fixtures or other property,
or from any other cause of any other kind
or nature whatsoever due to the
neglect, improper conduct of, or other
cause by Tenant, its servants, or
employees, shall be repaired, restored or
replaced by Landlord at Tenant's sole
cost and expense (except for loss or damage
or other insured against risks
contained in fire insurance policies with
standard extended coverage, whether or
not said insurance is actually purchased.)
Tenant shall not place a load upon
any floor of the Demised Premises exceeding
the floor load per square foot area
which such floor was designed to carry.
(b) During the progress of any work in
the Demised Premises performed by
the Landlord pursuant to the provisions
hereof, Landlord may keep and store
therein all necessary materials, tools,
supplies, and equipment. Landlord shall
not be liable for inconvenience, annoyance,
disturbance, loss of business or
other damage of Tenant or any subtenant by
reason of making such repairs or
performance of any such work, or on account
of bringing materials, tools,
supplies and equipment into the Demised
Premises during the course thereof, and
the obligations of Tenant under this Lease
shall not be affected thereby,
provided that the Landlord uses efforts
reasonable under the circumstances to
minimize to the extent practical any
resulting inconvenience, annoyance,
disturbance, loss of business or other
damage to Tenant or any subtenant by
reason of making such repairs or the
performance of any such work or of any of
the matters referred to above.
(c) Any mechanic's liens resulting
from work done for, or materials
furnished for, Tenant shall be discharged
by Tenant within Thirty (30) days
after Tenant receives notice of any such
lien at Tenant's expense.
SECTION 11 - FIRE PROTECTION:
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(a) Landlord agrees that it will keep
the Building and other improvements
on the Land insured against loss or damage
against the risks contained in fire
insurance policies with standard extended
coverage including, vandalism and
malicious mischief and so-called "All
Risk." Such insurance shall be maintained
in an amount equal to the full replacement
value thereof and shall
