LEASE AGREEMENT by GTJ REIT, Inc.

EXECUTION COPY

LEASE AGREEMENT

 

 

 

By and Between

 

 

 

 

FARM SPRINGS ROAD, LLC

 

 

 

 

as Landlord

 

 

 

with

 

 

 

UNITED TECHNOLOGIES CORPORATION

 

 

 

 

 

as Tenant

 

 

 

 

 

for Premises

 

 

 

8 Farm Springs Road

Farmington, Connecticut

 

 

 

 

June 6, 2012

 

TABLE OF CONTENTS

 

 

Article 25. MISCELLANEO US	50
Article 26. RULES AND REGULATIONS	57
Article 27. RIGHT OF FIRST OFFERIRIGHT OF FIRST REFUSAL	57

List of Schedules:

 

Schedule A - Description of the Land

Schedule B - Commencement Agreement

Schedule C - Landlord's Work

Schedule D - Intentionally Omitted

Schedule E - Insurance Coverage

Schedule F - Intentionally Omitted

Schedule G - Tenant's Signage

Schedule H - Rules and Regulations

 

 

 

LEASE AGREEMENT

 

 

THIS LEASE AGREEMENT (this " Lease") is made and entered into effective as of the 6th day of June, 2012 (the " Effective Date"), by and between FARM SPRINGS ROAD, LLC, a Connecticut limited liability company (hereinafter called " Landlord"), having an office at c/o GTJ REIT, Inc., 444 Merrick Road, Lynbrook, New York 11563 and UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, (hereinafter called " Tenant"), having an office at Four Farm Springs Road, Farmington, CT 06032, as follows:

 

Article 1 - Premises, Term, Use

 

Section 1.01 - Leased Premises.  (a) Subject to the terms, provisions and conditions hereinafter set forth, and in consideration of the covenants of payment and performance stipulated herein, Landlord has leased, demised and let and by these presents does hereby lease, demise and let unto Tenant, for the uses described in Section 1.03, that certain parcel of land (the " Land") more particularly described on Schedule A attached hereto and made a part hereof) together with all structures, improvements and additions thereon consisting of, inter alia, an approximately 107,654 square foot building (the " Building") and the adjacent parking structure (collectively, the " Improvements") known and numbered as 8 Farm Springs Road, Farmington, Connecticut, and all rights, easements, appurtenances, privileges and advantages belonging thereto.  The Land and Improvements are hereinafter collectively referred to as the " Demised Premises" or " Premises", to have and to hold the Premises unto Tenant, and the Tenant's permitted successors and assigns for and during the term hereinafter set forth subject to the terms, covenants and conditions hereinafter set forth.

 

(b)  Landlord represents and warrants to Tenant that on the date of delivery of possession of the Premises to Tenant to Landlord's knowledge, without due inquiry, (a) there are no violations of any statutes, laws, ordinances, orders, rules, regulations and other governmental requirements relating to the use, condition and occupancy of the Premises, or any rules, orders, regulations and requirements of the board of fire underwriters, or any similar body having jurisdiction over the Premises that would prevent or delay Tenant's occupancy of the Premises, (b) the Premises may be used for general office purposes under the current zoning laws and restrictions, (c) as of the Commencement Date, all building systems (other than the HVAC system, as to which Landlord makes no representations or warranties) are in working order, and (d) Landlord has not received notice of any violation of any environmental laws and regulations and there exists no hazardous wastes thereon except those stored and kept in accordance with all laws.

 

Section 1.02 - Term.

 

(a)      Unless sooner terminated under the provisions hereof, the term of this Lease (the " Initial Term") shall be a period of fifteen (15) years beginning on September 1, 2012 (the " Commencement Date"), or as may be earlier or later pursuant to the terms of Section 1.02(b) and (c), but in no event before August 15, 2012, and ending at 11:59 pm on the date which is the fifteenth (15th) anniversary of the Commencement Date (the " Expiration Date"), or as may be earlier pursuant to the terms of Section 1.02(b) and (c).

 

 

(b)      As used in this Lease, the term " Commencement Date" shall mean the date that Landlord has delivered actual possession of the Premises to Tenant, free of all leases and occupants.  In the event the Commencement Date occurs prior to September 1, 2012, then the Expiration Date shall be the last day of the month preceding the month in which the fifteenth (15th) anniversary of the Commencement Date occurs.

 

(c)      If delivery of possession of the Premises to Tenant is delayed for any reason, then this Lease and the validity thereof shall not be affected thereby and Tenant shall not be entitled to terminate this Lease, to claim actual or constructive eviction, partial or total, or to be compensated for loss or injury suffered as a result thereof, or be entitled to any abatement of rent not otherwise expressly provided herein.  The Expiration Date shall be extended by the same number of days as between August 31, 2012 and the Commencement Date.  Landlord shall use good faith efforts to obtain possession of the Premises as soon as reasonably practicable, and shall apprise Tenant of status thereof.  Notwithstanding the foregoing, in the event the Landlord fails to deliver possession of the Premises to Tenant prior to December 31, 2012, subject to force majeure, (the " Outside Delivery Date"), Tenant shall thereafter have the one-time right to terminate this Lease, effective as of the date which is thirty (30) days after written notice (the " Delivery Failure Termination Notice") is given by Tenant to Landlord.  In the event Landlord delivers possession to Tenant prior to the expiration of such thirty (30) day period, the Delivery Failure Termination Notice shall be deemed void, and the Lease shall continue in full force and effect.  The Delivery Failure Termination Notice must be transmitted within ten (10) days after the Outside Delivery Date, which termination notice shall be irrevocable, failing which Tenant shall be deemed to have waived its termination right under this Section 1.02(c).

 

(d)      Promptly following the Commencement Date, Landlord and Tenant shall execute and deliver to each other a commencement agreement, in form as set forth on Schedule B annexed hereto and made a part hereof, setting forth the dates of the Commencement Date, the Fixed Rent Commencement Date, (as defined in Section 2.01) and the Expiration Date, the Fixed Rent and the periods covered thereby and such other information of a similar nature as the parties shall desire to memorialize, provided, however, that the absence of such a commencement agreement shall not be deemed a waiver of any of Tenant's obligations under this Lease or an impairment of any of Landlord's rights.

 

(e)        Tenant shall have the right to extend the Initial Term only in accordance with and subject to the provisions of Article 23.

 

(f)      The word " Term" shall mean the period of years (and/or portions thereof) that this Lease shall be in effect, which period of years (and/or portions thereof) shall be limited to the Initial Term plus the Extension Terms (as hereinafter defined) which Tenant has duly exercised pursuant to Article 23 hereof.

 

 

Section 1.03 - Use.

 

(a)      Tenant shall use the Premises only for general and executive offices and as a conference center with associated dining facility for United Technologies Corporation and its subsidiaries.

 

(b)      Notwithstanding anything to the contrary, no part of the Premises may be used for:

 

(i)

a billiard parlor or pool hall;

 

(ii)

a cafeteria, restaurant, bar, tavern, grill, catering facility, club cabaret, disco, amusement center, theatre, game room, arcade or any other establishment providing food or beverage for on-premises consumption or providing entertainment (except as provided in Section 1.03(a));

 

(iii)

any unlawful purpose or use;

 

(iv)

any use or purpose in violation of any certificate of occupancy, or its equivalent, covering the Premises as of the Commencement Date;

 

(v)

any use which may constitute a public or private nuisance or make voidable any insurance in force relating to the Premises;

 

(vi)

except in connection with ordinary kitchen exhaust, any use which creates or produces noxious odors, smoke, fumes, emissions, noise or vibrations;

 

(vii)

any use which poses a risk of causing pollution or contamination of the Premises or the soil, air or water, or poses any unreasonable risk of injury or impairment to life, health or safety; or

 

(viii)

the sale or display of pornographic material, which for the purposes of this Lease shall mean any written or pictorial matter with prurient appeal or any objects or instruments that are primarily concerned with lewd or prurient sexual activity, or any obscene material as defined in applicable law.

 

(ix)

a childcare center, day care center, children's play area or other place of supervised or unsupervised care of children;

 

(x)

any bank, financial services, brokerage, savings and loan association or credit union use;

 

(xi)

an office, store, reading room, headquarters, center or other facility principally devoted or opposed to the promotion, advancement, representation, purpose or benefit of: (x) any political party, political movement or political candidate, or (y) any religion, religious group or religious denomination;

 

(xii)

any domestic governmental or municipal offices or any use in connection with a governmental agency which is generally open to the public;

 

(xiii)

occupancy by any foreign governmental agency, consulate or embassy which is or could be immune from in personam or subject matter jurisdiction in the courts of the state of New York; or

 

(xiv)

any medical related use.

 

(c)      Tenant shall not cause or permit any overloading of the floors, beams, joists or roof of the Improvements.

 

Section 1.04 - Parking Easement       Tenant shall be permitted to create access between the 4 Farm Springs Road parking lot and the 8 Farm Springs Road parking lot to allow for the flow of cars between the two (2) parking lots, provided that any such access or agreement related thereto is subject to Landlord's reasonable approval.  Tenant agrees to restore this condition prior to the Expiration Date to Landlord's satisfaction, unless otherwise permitted in writing by Landlord.

 

Article 2 - Rent

 

Section 2.01- Fixed Rent.

 

(a)      Fixed annual rent (hereinafter referred to as the " Fixed Rent") shall be waived for the first twelve (12) months of the Initial Term (the " Abatement  Period"), provided that no default by Tenant, shall have occurred during the Abatement Period, and that the abated Fixed Rent shall be recoverable by Landlord as damages under Section 13.04 of this Lease.  Subject to the foregoing, Fixed Rent shall be payable on the date (the " Fixed  Rent Commencement Date") that is twelve (12) months after the Commencement Date.  It is the parties' intention that Fixed Rent shall be paid for fourteen (14) consecutive years during the Initial Term, commencing as of the end of the Abatement Period.

                  (b)   Tenant covenants to pay Landlord the Fixed Rent during the Initial Term as follows:

 

(i)

For the first Lease Year (as hereinafter defined) of the Term, the Fixed Rent shall be One Million Three Hundred Seventy Two Thousand Five Hundred Eighty eight and 50/100 Dollars ($1,372,588.50) per annum ($114,382.38 per month);

 

(ii)

For the second Lease Year of the Term, the Fixed Rent shall be One Million Four Hundred Thousand Forty and 27/100 Dollars ($1,400,040.27) per annum ($116,670.02 per month);

 

(iii)

For the third Lease Year of the Term, the Fixed Rent shall be One Million Four Hundred Twenty Eight Thousand Forty One and 08/100 Dollars ($1,428,041.08) per annum ($119,003.42 per month);

 

(iv)

For the fourth Lease Year of the Term, the Fixed Rent shall be One Million Four Hundred Fifty Six Thousand Six Hundred One and 90/100 Dollars ($1,456,601.90) per annum ($121,383.49 per month);

 

(v)

For the fifth Lease Year of the Term, the Fixed Rent shall be One Million Four Hundred Eighty Five Thousand Seven Hundred Thirty Three and 93/100 Dollars ($1,485,733.93) per annum ($123,811.16 per month);

 

(vi)

For the sixth Lease Year of the Term, the Fixed Rent shall be One Million Five Hundred Fifteen Thousand Four Hundred Forty Eight and 61/100 Dollars ($1,515,448.61) per annum ($126,287.38 per month);

 

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