City Council

CITY OF DANBURY 155 DEER HILL AVENUE DANBURY, CONNECTICUT 06810 www.danbury-ct.gov ELISA ETCHETO PHONE: 203-797-4514 LEGISLATIVE ASSISTANT FAX: 203-796-1529 e.etcheto@danbury-ct.gov MEETING NOTICE Who: City Council – Ad Hoc Committee When: 7 P.M. – Tuesday, Sept. 9, 2025 Where: 3C, 3rd Floor City Hall, 155 Deer Hill Avenue Purpose: Lease Renewal – Red Lobster Restaurant (34 Backus Avenue) *Agenda Item on file in the Legislative Assistant’s Office and on the City website (August 5, 2025). Committee Members, Department Representatives & Petitioners: Ben Chianese, Chair Cheryl Wallace-Smith, Council Elmer Palma, Council Corporation Counsel Michael Safranek, Airport Administrator Mayor’s Office Posted: Town Clerk Information Board City Website Calendar 2. COMMUNICATION - Appointment to Other Post Employment Board (OPEB) - Gray A motion was made by Councilwoman Gartner, seconded by Councilman Tomchik, to receive the communication and approve the reappointment of Andrea J. Gray to serve on the City of Danbury Other Post Employment Benefit Board for a term that will expire on July 1, 2030. The motion carried unanimously. Councilman Fox noted that he is not against the appointment of this individual, however, he questioned why individuals who are not residents of Danbury are being appointed. Mayor Alves spoke in support of the reappointment due to the individual’s extensive knowledge and experience. 3. ORDINANCE & REPORT - Public Hearing - Ordinances Sec. 2-203 thru 2-207 & 2-211 - Changes to Purchasing Threshold *CONSENTED - as received. 4. COMMUNICATION - Lease Renewal - 36 Mountainville Road (Happy Trails) A motion was made by Councilman Duane Perkins, seconded by Councilwoman Gartner, to receive the communication and move that this item be sent to an Ad Hoc Committee consisting of Corporation Counsel and the Mayor's Office. So ordered. The Mayor appointed Councilman Hawley in the chair, along with Councilmen Duane Perkins and Palma. 5. COMMUNICATION - Lease Renewal - Red Lobster Restaurants, LLC (34 Backus Avenue) A motion was made by Councilman Rotello, seconded by Councilman Chianese, to receive the communication and move that this item be sent to an Ad Hoc Committee consisting of Corporation Counsel, Planning, Airport Administrator, and the Mayor's Office. So ordered. The Mayor appointed Councilman Chianese in the chair, along with Councilwoman Wallace-Smith and Councilman Palma 6. COMMUNICATION - Emergency Management Services Agreement Renewal - 2025 A motion was made by Councilman Tomchik, to send this to an Ad Hoc consisting of Corporation Counsel, the Emergency Management Director, Fire Chief, Police Chief, Finance, and the Mayor's Office. So ordered. The Mayor appointed Councilman P. Buzaid in the chair, along with Councilmen Rickert and Fox. 7. COMMUNICATION - Amendment (Correction) to Ord. Sec. 32-75: Payments to surviving spouse, surviving children, dependents A motion was made by Councilwoman LaPine, seconded by Councilwoman Gartner, to receive the communication and send this to a public hearing. So ordered.  LEASE AGREEMENT [Danbury, CT] THIS LEASE AGREEMENT (this “Lease”) is made and entered into by and between CITY OF DANBURY (“Landlord”), and RED LOBSTER RESTAURANTS LLC, a Delaware limited liability company (“Tenant”). ARTICLE I – DEFINITIONS AND EXHIBITS 1.1 Definitions. Addresses for Notices and/or Payments: The addresses for sending notices and/or payments to Landlord and/or Tenant, until changed by a notice given pursuant hereto, as more particularly provided in Section 15.3: If to Landlord: City of Danbury c/o Danbury Aviation Commission Wibling Road, Danbury, Connecticut 06813 Telephone No.: (____) ____-______ With a copy to: Corporation Counsel City of Danbury 155 Deer Hill Avenue Danbury, CT 06810 Telephone No.: (203) 707-4518 If to Tenant: Red Lobster Restaurants LLC Attn: Division General Counsel, Development Law Dept. 450 South Orange Avenue, Suite 800 Orlando, FL 32801 Telephone No.: (407) 734-9000 With a copy to: Michael C. Wilde, Esq. BAKER & HOSTETLER LLP 200 South Orange Avenue, Suite 2300 Orlando, FL 32801 Telephone No.: (407) 649-4000 Annual Rent: The respective annual amount set forth in the schedule below for each Lease Year of the Term.  Initial Term: Lease Years Annual Rent Monthly Installment 1 $165,000.00 $13,750.00 2 $167,000.00 $13,916.67 3 $169,000.00 $14,083.33 4 $171,000.00 $14,250.00 5 $173,000.00 $14,416.67 Renewal Term: Lease Years Annual Rent Monthly Installment 6 $175,000.00 $14,583.33 7 $177,000.00 $14,750.00 8 $179,000.00 $14,916.67 9 $181,000.00 $15,083.33 10 $183,000.00 $15,250.00 Additional Rent: Other than the Annual Rent, any other amounts owed to Landlord by Tenant as specifically set forth in this Lease. This term is used for the convenience of the parties and is not intended to identify a classification for accounting or tax purposes. Building: The building constructed upon the land owned by Landlord described in Exhibit A having an address of 34 Backus Avenue Danbury, CT 06810. Claims: Related claims, demands, causes of action, judgments, liens, losses, liabilities and costs (including reasonable attorneys’ fees and court costs). Commencement Date: The Effective Date as herein defined. Consent: As used herein, consent of Lessor shall include approval of the Danbury Aviation Commission. Effective Date: The date of the full and unconditional execution and delivery of this Lease, both parties having signed and dated this Lease in the appropriate locations below (before, if and as necessary, witnesses) and initialed any and all hand-written changes and approval of this Lease by Landlord’s City Council. Hazardous Materials: Any hazardous, toxic, radioactive or pollutant substance identified as such by applicable law, that are now or hereafter regulated, controlled or prohibited by, any Laws, including, without limitation, (a) asbestos-containing materials, polychlorinated biphenyls, urea formaldehyde, gasoline and petroleum, (b) any regulated quantity of a “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and the regulations promulgated thereunder, (c) any regulated quantity of a “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and as otherwise amended from time to time, and the regulations promulgated thereunder, and (d) the Clean Air Act, 42 U.S.C. Section 7401, et seq., as amended. Initial Use: A “Red Lobster” restaurant. 4916-7674-5808.1 2 4916-7674-5808.3  Law(s): All present and future laws, statutes, codes, ordinances, orders, rules and regulations of all federal, state, local and municipal governments, agencies and authorities having jurisdiction over the Premises. Lease Year: Each successive twelve (12) full, calendar month period beginning on the Commencement Date, except that (a) the first Lease Year shall also include any partial calendar month at the beginning of the Primary Term if the Commencement Date is not the first day of a calendar month and (b) the last Lease Year of the Term may be a shorter period if this Lease is terminated early. Net Book Value: The net book value of Tenant’s Improvements as of a particular date during the Term, which shall be equal to the then-remaining unamortized cost basis of Tenant’s Improvements, excluding the cost basis of Tenant’s removable furniture, fixtures and equipment, calculated in accordance with generally accepted accounting principles. Premises: The land and all improvements now or hereafter located thereon (including, without limitation the Building), located in the City of Danbury, State of Connecticut being more particularly described/depicted on Exhibit A. Primary Term: The period beginning on the Commencement Date and ending on the last day of the fifth (5th) Lease Year. Renewal Term: One (1) period of five (5) Lease Years. Rent: The Annual Rent and Additional Rent. Taxes: The ad valorem real property taxes and general assessments imposed by a governmental entity having taxing jurisdiction over the Premises that become due during the Term against the Premises, including the land and any improvements located or to be located thereon, which may be lawfully assessed either in the name of Landlord, the fee owner (if other than Landlord) or Tenant. “Taxes” shall also include any special assessments levied after the Effective Date, whether as “tax increment financing” or otherwise, for public improvements and betterments that do not exist as of the Effective Date, which improvements and betterments are needed for the general benefit of the public and not as a result of a specific development or re-development project. “Taxes” shall not include income, franchise, corporate, estate, inheritance, transfer, succession, profits or revenue taxes. The amount of “Taxes” will be calculated using the full benefit of all discounts, credits and/or abatements that are made available by the taxing authority. Tenant’s Improvements: The Building and any other alterations or improvements constructed by or behalf of Tenant at or on the Premises. Term: The Primary Term, together with any exercised Renewal Term. 1.2 Exhibits. The following Exhibits are attached to, and form a part of, this Lease: A – Premises B – Memorandum of Lease C – Non-Disturbance and Attornment Agreement ARTICLE II – DEMISE AND USE OF PREMISES, EASEMENTS AND TERM 2.1 Demise of Premises. Landlord leases the Premises to Tenant for the Term. Together with the Premises, Tenant is granted and shall have the use and enjoyment of, during the Term, all the easements 4916-7674-5808.1 3 4916-7674-5808.3 and appurtenances, including but not limited to easements and appurtenant interests in adjoining and adjacent land, highways, roads, streets and lanes, whether public or private, reasonably required for the installation, maintenance, operation and service of sewer, water, gas, power, other utility lines and for driveways and approaches to and from abutting highways, for the use and benefit of the Premises. 2.2 Renewal Term. So long as Tenant is not then in default under this Lease past the applicable notice and cure period, Tenant shall have the right and option to extend the Primary Term for the Renewal Term. Tenant may exercise such right by giving written notice thereof (a “Renewal Notice”) to Landlord at least one hundred eighty (180) days prior to the expiration of the then current Term. Annual Rent for the Renewal Term shall be as set forth above. 2.3 Use of the Premises. The Premises may be used for the Initial Use or for any other lawful use. 2.5 Tenant’s Termination Option. Tenant is hereby expressly granted the right and option to terminate this Lease at any time during the Term (the “Termination Option”) by delivering written notice of early termination to Landlord (the “Termination Notice”) with the effective date of such early termination being the date set forth in the Termination Notice, which shall be no earlier than ninety (90) days after the date of the Termination Notice (the “Early Termination Date”). Upon the Early Termination Date, Tenant shall surrender possession of the Premises to Landlord in broom clean condition, and all further rights and obligations of Tenant and Landlord under this Lease shall terminate as of the Early Termination Date. ARTICLE III – RENT 3.1 Annual Rent. Tenant shall pay Annual Rent to Landlord, at the address set forth in Section 1.1 (or at such other address as may subsequently be designated by Landlord, in writing, at least thirty (30) days in advance), in equal monthly installments, prorated for any partial calendar month(s), on the first day of each calendar month throughout the Term (from and after the Commencement Date); unless the Commencement Date shall be the first day of a calendar month, the first payment shall be due on the first day of the calendar month following the Commencement Date and include a pro-rated payment for the partial month in which the Commencement Date occurred. Annual Rent shall be paid, in advance, without notice or demand and, except as otherwise expressly permitted in this Lease, without set-off or deduction, in accordance with the schedule set forth in Section 1.1. 3.2 Delivery of Form W-9. Landlord agrees to deliver a duly executed and completed Form W-9 or its equivalent (the “Form”) to Tenant at least thirty (30) days prior to the Commencement Date. Landlord acknowledges that Tenant will be unable to process and make any Rent payments unless and until it has received the Form from Landlord and, accordingly, Tenant shall not be deemed to be in default under this Lease, nor responsible for any late fees or interest charges, if its initial Rent payment(s) are delayed due to Landlord’s failure to timely deliver the Form to Tenant; provided, however, Tenant shall promptly pay to Landlord any Rent delayed as a consequence thereof upon its receipt of the Form from Landlord. ARTICLE IV – TAXES 4.1 Taxes. Tenant shall timely pay all of the Taxes imposed upon the Premises that become due during the Term. Such amounts for the years in which this Lease commences and terminates shall be prorated between Landlord and Tenant as of such dates. Tenant shall also pay prior to delinquency any and all personal property taxes levied against Tenant’s furniture, trade fixtures, equipment and other personal property at the Premises during the Term (from and after the Commencement Date) directly to the appropriate taxing authority and any form of sales tax or similar direct tax on rent (i.e., a “true rent tax”). 4916-7674-5808.1 4 4916-7674-5808.3 If Taxes are payable to the taxing authority in installments, then Tenant shall have the right to pay the same, whether directly to the taxing authority or to Landlord, over the longest available installment period, and Tenant shall not be obligated to pay any such installments due outside of the Term. 4.2. Contest. Tenant shall have the right, at Tenants’ sole cost, to appeal the assessment or otherwise contest the validity or amount of any Taxes in accordance with and as permitted by Connecticut General Statutes §§12-117a and 12-119. ARTICLE V – MEMORANDUM OF LEASE 5.1 Memorandum of Lease; Recordation. Landlord and Tenant agree that this Lease shall not be recorded. A memorandum of this Lease substantially in the form of Exhibit B (the “Memorandum of Lease”) shall be duly executed by both Landlord and Tenant concurrently with their execution of this Lease, and may be recorded by either party in the applicable public records. ARTICLE VI – MAINTENANCE OBLIGATIONS AND INSPECTIONS 6.1 Tenant’s Maintenance, Repairs and Replacement Obligations. Tenant accepts the Premises in “as is” condition. Tenant further acknowledges and agrees that Tenant currently occupies the Premises and a Red Lobster restaurant has been operating at the Premises since the construction of the Building and improvements. Landlord makes no warranty or representation as to the condition of the Premises. During the Term Tenant shall, at its sole cost and expense, be responsible for all maintenance, repairs and replacements of and to the Premises, both structural and non-structural. All maintenance, repairs and replacements shall be performed in a good and workmanlike manner. 6.2 Utility Services. Tenant shall timely pay all charges for water, sewer, electricity, telephone, gas and other utilities supplied to the Premises for use by Tenant and for the regular removal of trash from the Premises. Landlord shall neither take nor permit any action which would interrupt any utilities to the Premises. The interruption of any utility caused by Landlord’s negligent or willful actions, or by those over whom Landlord has control, including, without limitation, Landlord’s agents, contractors and employees, shall, in addition to other remedies available to Tenant under this Lease, cause an abatement of all Rent due until such time as the interrupted utility is restored, and if such interruption is not cured by Landlord within twenty-four (24) hours after it occurs, then Tenant may, at its option, take such steps as are reasonably necessary to cure such interruption itself (including renting portable generators) and be entitled to deduct the actual, documented amounts expended for said purposes, plus Interest, from any amounts due to Landlord, including Rent, until Tenant is fully reimbursed. 6.3 Landlord’s Right of Inspection. Except in the event of an emergency, Landlord and/or its property manager may enter the Premises on weekdays between 9:00 a.m. and 11:00 a.m. and between 2:00 p.m. and 5:00 p.m. during the Primary Term or any Renewal Term, so long as such entry is scheduled at least twenty-four (24) hours in advance with Tenant’s general manager at the Premises, does not unreasonably interfere with Tenant’s business activities thereat and does not occur more than two (2) times in any twelve (12) month period. Notwithstanding the preceding sentence, Landlord and/or its property manager may enter the Premises at any time in the event of an emergency (but shall make reasonable efforts, under the circumstances, to notify Tenant’s general manager thereof and/or to allow for a representative of Tenant to be present during such entry). Landlord shall not display “For Rent” or other similar signs or notices on or in the immediate vicinity of the Premises or referring specifically to the Premises. 4916-7674-5808.1 5 4916-7674-5808.3 ARTICLE VII – TENANT’S ALTERATIONS 7.1 Tenant’s Alterations. Subject to all applicable Laws, Tenant, at Tenant’s sole cost, may make alterations to the Building and/or any other improvements (including signage) on the Premises. Tenant, at Tenant’s sole cost, shall obtain any and all necessary permits, licenses and/or governmental approvals before commencing any alterations. For any Major Alterations (as defined below), Tenant shall obtain the prior Consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall include with any request for Consent to Major Alterations a copy of the plans and specifications for said Major Alterations. “Major Alterations” shall mean alterations or modifications to the exterior of the Building the cost of which shall exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00). If Landlord does not provide written objections within ten (10) business days following receipt of Tenant's plans for such Major Alterations, Consent shall be deemed to have been given. ARTICLE VIII – INSURANCE AND INDEMNIFICATIONS 8.1 Tenant’s Insurance Requirements. A. Tenant’s Liability Insurance. Throughout the Term, Tenant shall maintain commercial general liability insurance, including contractual liability coverage, in an amount not less than Two Million and No/100 Dollars ($2,000,000.00) for injuries or death to persons, and in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) for damage to property, occurring on the Premises. Tenant’s liability insurance policy shall include liquor liability coverage if Tenant sells alcoholic beverages at the Premises. Tenant shall name Landlord as an additional insured under Tenant’s liability insurance policy and, upon written request, Tenant shall also name Landlord’s third-party property manager and/or Landlord’s mortgagee, if any, as additional insureds under Tenant’s liability insurance policy. In the event of any injury, death or property damage occurring on the Premises, Tenant’s liability insurance policy shall respond first regardless of any similar coverage maintained by Landlord thereon. B. Tenant’s Property Insurance. During the Term, Tenant shall maintain “all-risk” fire and extended coverage property insurance (a/k/a special extended coverage) for the full replacement cost of the Building. All payments from Tenant’s property insurance policy shall be made to Tenant. Landlord shall promptly sign and deliver any commercially reasonable documents that are necessary in connection with the settlement of any claim with Tenant’s insurance company. 8.4 General Requirements. All policies required to be maintained hereunder shall be written by insurance companies authorized to do business in the state in which the Premises are located and having a minimum rating of A-/VIII by the most current A.M. Best Company’s Key Rating Guide, or its equivalent if no longer published. Liability policies shall be written on a “per occurrence” basis. 8.5 Master Policies. It is agreed that the insurance coverages required herein may be maintained as part of master or umbrella policies of insurance covering other property of Tenant. 8.6 Certificates. Each party shall, within thirty (30) days after the date of its receipt of a written request, provide a certificate of insurance to the other reflecting the coverages required of it hereunder; provided, however, neither party shall be required to provide such a certificate more than once every twelve (12) months. 8.7 Waiver of Subrogation. Landlord and Tenant each releases the other and the other’s officers, members, partners, owners, directors, agents (including, without limitation, any managing agent, management company and property manager) and employees (individually and collectively, the “Released 4916-7674-5808.1 6 4916-7674-5808.3 Parties”), from any and all liability for loss or damage to the releasing party’s respective property, which loss or damage is covered by insurance (or self-insurance). The foregoing waiver shall apply regardless of the cause, including, but not limited to, Claims caused by any of the Released Parties. If either party maintains a deductible or self-insured retention, it is intended that the foregoing release include the amount of any such deductible or self-insured retention carried by the releasing party. Landlord and Tenant shall each cause its respective property insurance carrier to waive all rights of recovery against the Released Parties with respect to any such loss or damage. 8.8 Indemnifications. Except as set forth in Section 8.7, Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all Claims resulting from or otherwise associated with any injuries to persons or damage to property to the extent caused by the negligent or willful acts or omissions of Tenant or of its employees or agents occurring during the Term. Except as set forth in Section 8.7, Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all Claims resulting from or otherwise associated with any injuries to persons or damage to property to the extent caused by the negligent or willful acts or omissions of Landlord or of its employees or agents occurring during the Term. The indemnifications set forth in this Section 8.8 shall survive the expiration or any earlier termination of this Lease for a period of two (2) years from the expiration date or earlier termination date. Notwithstanding anything in this Lease to the contrary, such indemnifications shall not extend to any Claims relating to Hazardous Materials, which Claims shall instead be governed by the provisions of Section 8.9. 8.9 Hazardous Materials. A. Compliance. Tenant covenants and agrees that Tenant shall, at all times during the Term and at its sole cost, comply with all Laws regarding the use of Hazardous Substances in connection with the conduct of Tenant’s business at the Premises by Tenant and its agents, employees and contractors. Landlord covenants and agrees that Landlord shall, at all times during the Term and at its sole cost, comply with all Laws regarding the use of Hazardous Substances in connection with the conduct of activities by Landlord and its agents, employees and contractors. B. Indemnities Relating to Hazardous Materials. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all Claims arising out of a breach by Tenant of its obligations set forth in Section 8.9A. Landlord shall indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all Claims (i) arising out of a breach by Landlord of its obligations set forth in Section 8.9A or (ii) regarding any Hazardous Materials existing on the Premises prior to the Commencement Date, except to the extent, if any, that the same were introduced (or worsened) by Tenant (or by Tenant’s agents, employees or contractors); provided, however, the mere discovery by Tenant of existing Hazardous Materials at or near the Premises shall not be deemed to be an introduction (or worsening) by Tenant (or by Tenant’s agents, employees or contractors), and Tenant shall have no liability or obligation therefor. For purposes of this Section 8.9B, “Claims” shall include, without limitation, reasonable expenses relating to investigation, reporting, monitoring and remediation as required by the appropriate governmental authority. The indemnifications set forth in this Section 8.9B shall survive the expiration or any earlier termination of this Lease. C. Notification. Each party agrees that should it receive notice of (i) any violation of any Laws related to Hazardous Materials at or near the Premises or (ii) the escape or release of any Hazardous Materials in, on, under or near the Premises, such party shall promptly notify the other thereof in writing. 4916-7674-5808.1 7 4916-7674-5808.3  D. Use of Hazardous Materials. Neither party shall itself, or knowingly permit its agents, employees or contractors to, use, generate, manufacture, produce, store, release or dispose of any Hazardous Materials in, on, under or near the Premises. However, the foregoing is not intended to prohibit either party from using customary cleaning and/or pest control chemicals so long as such chemicals are used in accordance with their manufacturer’s specifications and all applicable Laws. ARTICLE IX – CASUALTY AND CONDEMNATION 9.1 Damage to or Destruction of the Tenant’s Improvements. A. If the Building should be damaged or totally destroyed by fire or other casualty at any time during the Term, then Tenant shall promptly deliver written notice thereof to Landlord. B. If the Building should be non-materially damaged in Tenant’s reasonable determination by fire or other casualty at any time during the Term, then Tenant (in addition to promptly delivering the notice described in Section 9.1A) shall (i) at all times continue to pay all Rent due under this Lease, (ii) be obligated, at Tenant’s sole cost, to promptly restore the Building to their prior condition, and (iii) be entitled to any and all insurance proceeds received or receivable under Tenant’s policies as a result of such casualty. C. If the Building should be materially damaged in Tenant’s reasonable determination or totally destroyed by fire or other casualty at any time during Term, then Tenant (in addition to promptly delivering the notice described in Section 9.1A) shall, within sixty (60) days after the date of such casualty, deliver written notice to Landlord of Tenant’s election to either (i) restore the Building to their prior condition, or (ii) not restore the Building and discontinue operations at the Premises, and terminate this Lease upon written notice to Landlord, and upon such termination Tenant shall surrender possession of the Premises to Landlord, and all further rights and obligations of Tenant and Landlord under this Lease shall terminate as of date of termination set forth in Tenant’s notice. If Tenant elects to restore the Building, then Tenant shall, at Tenant’s sole cost, proceed with all reasonable diligence to rebuild and repair the Building to substantially the condition in which they existed prior to such casualty and be entitled to any and all insurance proceeds received or receivable under Tenant’s policies as a result of such casualty. If Tenant elects not to restore the Building and discontinue operations at the Premises and/or terminate the Lease as provided above, then Tenant shall, at Tenant’s sole cost, raze any remaining portion of the Building, remove all debris from the Premises and install a parking surface thereon. 9.2 Condemnation. A. Total Taking. If all or a material portion (in Tenant’s reasonable determination) of the Premises shall be (i) acquired by the right of condemnation for any public or quasi-public use or purpose or (ii) sold to a condemning authority under threat of condemnation or in lieu thereof (in either event, a “Total Taking”), then the Term shall cease and terminate as of the date of title vesting in the condemning authority pursuant to such Total Taking and all Rent due under this Lease shall be paid up to such date by Tenant (such termination to be otherwise in accordance with the provisions of Section 14.1). In the event of such termination, any Rent due for the last partial calendar month of Tenant’s possession of the Premises shall be prorated, and any Rent paid in advance shall be promptly refunded to Tenant. In the event of any pending or threatened condemnation of less than all of the Premises, Tenant shall, prior to the date of title vesting in the condemning authority but not less than sixty (60) days nor more than ninety (90) days after the date of Tenant’s receipt of written notice of such pending or threatened condemnation from Landlord, 4916-7674-5808.1 8 4916-7674-5808.3  notify Landlord, in writing, if Tenant has elected to terminate this Lease for any Total Taking- related loss of a material portion of the Premises. B. Partial Taking. If only a portion of the Premises shall be (i) acquired by the right of condemnation for any public or quasi-public use or purpose or (ii) sold to a condemning authority under threat of condemnation or in lieu thereof and Tenant determines, in Tenant’s reasonable business judgment, that the remaining balance(s) thereof will permit Tenant to continue to successfully operate its business at the Premises (with specifically, among other required attributes, adequate access to and sufficient parking for Tenant’s use of the Premises – i.e., that the portion so taken was not “material” – in either event, a “Partial Taking”), which determination shall be presumed if Tenant fails to deliver the termination notice described in Section 9.2A to Landlord within the period described therein, then Tenant, at Tenant’s sole cost (subject to reimbursement from any condemnation award to which Tenant is entitled as provided herein), shall promptly proceed with reasonable diligence to restore the Premises to a condition reasonably comparable to the Premises’ condition at the time of such condemnation, less the portion of the Premises lost in such Partial Taking (if any), and this Lease shall continue in full force and effect but with a reduction of Rent (effective as of the date of title vesting in the condemning authority pursuant to such Partial Taking) to equitably reflect the diminished utility or value of the Premises (but only if such utility or value is diminished, in Tenant’s reasonable determination). C. Temporary Taking. If, at any time during the Term, Tenant’s possessory rights, occupancy rights or leasehold interest in and to all or any portion of the Premises shall be taken on a temporary basis (i.e., for a projected period of ninety (90) or fewer days) for any public or quasi- public use or purpose (a “Temporary Taking”) and Tenant determines, in Tenant’s reasonable business judgment, that the remaining balance thereof (if any) will not permit Tenant to successfully operate its business at the Premises (with specifically, among other required attributes, adequate access to and sufficient parking for Tenant’s Permitted Use of the Premises) during the period of such Temporary Taking, then: (i) Tenant shall not be required to operate its business at the Premises during the period of such Temporary Taking and, if Tenant ceases to operate because of such Temporary Taking, then all Rent due under this Lease during such period of non-operation shall be abated; (ii) if such Temporary Taking causing Tenant’s non-operation continues for a period in excess of ninety (90) days, then, at Tenant’s option, such Temporary Taking shall be deemed either a Partial Taking or a Total Taking for purposes of this Section 9.2; and (iii) if such Temporary Taking does not cause Tenant’s non-operation but continues for a period in excess of ninety (90) days, then such Temporary Taking shall be deemed a Partial Taking for purposes of this Section 9.2. D. Condemnation Notice and Award. A party who receives a condemning authority’s notice of intention to pursue a Total Taking, Partial Taking or Temporary Taking (in any event, a “Taking”) shall promptly deliver a copy of such notice to the other party. If any Taking occurs (or is threatened), Landlord and Tenant agree to cooperate in good faith with each other in applying for any award and in prosecuting any claim related to such Taking. In that regard, Landlord and Tenant further agree that the aggregate net award pertaining to the Premises (the “Award”) shall be made payable to both Landlord and Tenant and be paid and distributed as follows: (i) In the event of a Temporary Taking of all or a portion of the Premises, the entire Award shall be paid to Tenant (but if such Temporary Taking extends beyond the expiration of the Term, then the portion relating to the period of time after the date of expiration shall be paid to Landlord); 4916-7674-5808.1 9 4916-7674-5808.3  (ii) In the event of a Partial Taking, Tenant shall receive a sum from the Award equal to the Net Book Value of the portion of Tenant’s Improvements taken as of the date immediately prior to the date of such Partial Taking and Landlord shall receive a sum from the Award equal to the value of the fee simple title to the land area of the portion of the Premises taken (exclusive of the Net Book Value of the portion of Tenant’s Improvements taken) as of the date immediately prior to the date of such Partial Taking; (iii) In the event of a Total Taking, Tenant shall receive a sum from the Award equal to the Net Book Value of Tenant’s Improvements as of the date of such Total Taking plus the value of Tenant’s Leasehold Estate (as defined below) and Landlord shall receive a sum from the Award equal to the value of the fee simple title to the land area of the Premises (exclusive of the Net Book Value of Tenant’s Improvements) as of the date immediately prior to the date of such Total Taking; (iv) In the event of either a Partial Taking or a Total Taking, Tenant shall be entitled to receive any portion of the Award allocated to the cost of relocating Tenant’s removable furniture, fixtures and equipment and for Tenant’s loss of business, regardless of whether this Lease is terminated; and (v) In the event of either a Partial Taking or a Total Taking, Landlord shall be entitled to receive the balance of the Award remaining after giving effect to the foregoing provisions of this Section 9.3D. (vi) the value of the Landlord’s fee simple title and the value of the Tenant’s Leasehold Estate shall be determined by taking the average value as determined by Connecticut licensed real estate appraisers, one chosen and paid for by Landlord and one chosen and paid for by Tenant. Any Taking-related termination of this Lease shall not affect the rights of the parties to receive their respective portions of the Award. “Tenant’s Leasehold Estate” means the rights and interests granted to Tenant under this Lease. Any Taking-related termination of this Lease shall not affect the rights of the parties to receive their respective portions of the Award. ARTICLE X – REPRESENTATIONS AND WARRANTIES 10.1 Representations and Warranties of Landlord. Landlord makes the following representations and warranties to Tenant: A. Landlord has the full right, power and authority to enter into and perform Landlord’s obligations pursuant to this Lease and to lease the Premises to Tenant and grant the easements, rights and/or licenses set forth in this Lease in the manner contemplated herein without the consent, approval or joinder of any other person or entity. B. Landlord owns the land described in Exhibit A. C. No person or entity other than Tenant has a right to possession of all or any part of the Premises. D. To Landlord’s knowledge, there are no current or future plans to modify any road which would affect the Premises. Landlord has not received a notice of any condemnation proceeding 4916-7674-5808.1 10 4916-7674-5808.3  affecting any portion of Premises, and to Landlord’s knowledge, no such condemnation proceeding has been proposed. E. Landlord is not now involved in any pending, or aware of any threatened, proceeding, claim or controversy which affects or may affect the Premises or Landlord’s ability to perform its obligations under this Lease. F. No provision of this Lease violates any agreement, order or decree to which Landlord is a party or by which Landlord is bound. To Landlord’s knowledge, no provision of this Lease violates any Law to which Landlord is subject or by which Landlord is bound. 10.2 Representations and Warranties of Tenant. Tenant makes the following representations and warranties to Landlord: A. Tenant has the full right, power and authority to enter into and perform Tenant’s obligations pursuant to this Lease without the consent, approval or joinder of any other person or entity. B. Tenant is not now involved in any pending, or aware of any threatened, proceeding, claim or controversy which affects or may affect Tenant’s ability to perform its obligations under this Lease. C. No provision of this Lease violates any agreement, order or decree to which Tenant is a party or by which Tenant is bound. To Tenant’s knowledge, no provision of this Lease violates any Law to which Tenant is subject or by which Tenant is bound. ARTICLE XI – ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS 11.1 Assignment or Subletting by Tenant. A. Tenant shall have the right to assign or sublet the whole or any part of the Premises with Landlord’s consent, not to be unreasonably withheld, conditioned or delayed.. Notwithstanding anything herein to the contrary, Tenant may assign this Lease or sublease part or all of the Premises without Landlord's consent to: (i) any entity, person, member, corporation, limited liability company, or partnership that (directly or indirectly) controls, is controlled by, or is under common control with, Tenant; or (ii) any entity, person, member, corporation, limited liability company, or partnership resulting from the merger, sale of stock or consolidation with Tenant; or (iii) to any entity, person, member, corporation, limited liability company, or partnership that acquires all or substantially all of Tenant's assets located in the Premises. B. Landlord agrees to give an estoppel letter to any assignee or sublessee within fifteen (15) days after the date of its receipt of a written request therefor from such assignee or sublessee, the form of which shall be reasonably acceptable to such assignee or sublessee and Landlord. In addition, Landlord agrees to give a recognition/non-disturbance agreement to any sublessee within fifteen (15) days after the date of its receipt of a written request therefor from such sublessee, the form of which shall be reasonably acceptable to such assignee or sublessee and Landlord. C. No assignment or subletting shall be deemed to constitute a novation or in any way release Tenant from further performance of its obligations under this Lease, and Tenant shall continue to be liable under this Lease for the balance of the Term with the same force and effect as if no such assignment or subletting had been made; provided, however, Landlord shall be deemed to have released Tenant from all liabilities and obligations under this Lease that accrue from and after the 4916-7674-5808.1 11 4916-7674-5808.3  effective date of such assignment (but not subletting) if Landlord is provided with satisfactory evidence in its sole but reasonable discretion that Tenant’s assignee (or such assignee’s Lease guarantor, if any) has a net worth as of the effective date of such assignment of at least Ten Million and No/100 Dollars ($10,000,000.00). 11.2 Transfers of Landlord’s Interest; Limitation of Liability. Landlord may sell, transfer or assign Landlord’s interest in and to the Premises or this Lease at any time and, in such event, shall be relieved of Landlord’s liabilities and obligations under this Lease to the extent such obligations accrue after the effective date of such sale, transfer or assignment; provided, however, such purchaser, transferee or assignee agrees, in writing, to assume all of Landlord’s unaccrued liabilities and obligations hereunder and to perform such unaccrued liabilities and obligations to the full extent required. Notwithstanding anything in this Lease to the contrary, no such sale, transfer or assignment shall operate to relieve Landlord of any liabilities and obligations under this Lease that accrue prior to the effective date of such sale, transfer or assignment, nor shall Landlord be relieved of any liabilities and obligations under this Lease if and to the extent Landlord retains ownership of any other property that was made subject to any easements, rights, licenses or restrictions by this Lease. Tenant understands and acknowledges that there shall be no personal liability of Landlord with respect to any breach or default by Landlord of any provision of this Lease and agrees, in the event of any of such breach or default, to look solely to the equity of Landlord in and to the Premises (including any revenues or rental income generated thereby) for the satisfaction of Tenant’s remedies. 11.3 Subordination, Non-Disturbance and Attornment. Landlord may freely mortgage its interest in the Premises from time to time and at any time; provided, however, that any such mortgage is expressly made subject to the provisions of this Lease (at no cost to Tenant) and that the holder(s) thereof agree(s) to be bound by the provisions hereof. In the event of a mortgage, such subordination, non-disturbance and attornment agreement shall be in writing, in a form substantially similar to that of Exhibit C (with the addition of an appropriate, commercially reasonable subordination provision), or in such other form as may be reasonably acceptable to Tenant, Landlord and such holder(s). 11.4 Estoppel Certificates. Within fifteen (15) days after the date of its receipt of a written request therefor, either Landlord or Tenant shall execute, acknowledge and deliver to the other, any current or prospective lender to either party or any prospective purchaser from or investor in either party, a commercially reasonable form of written statement certifying, to the party’s actual knowledge and to the extent true and accurate: (a) that this Lease is unmodified and in full force and effect (or if there have been any modifications, that this Lease is in full force and effect as modified, and describing such modifications); (b) that all Rent payable under this Lease has been paid through the date thereof (or describing the date to which Rent has been paid and the amounts thereof); (c) that no notice of a default has been sent to the party requesting such certification which has not been cured (or if such a notice has been sent, describing what default exists); (d) the Commencement Date, the scheduled expiration of the Term and which Renewal Terms have been exercised, if any; (e) such other factually accurate matters pertaining to the provisions or subject matter of this Lease as may be reasonably requested. Provided, however, in no event shall either party be obligated to deliver more than two (2) such statements within any twelve (12) month period during the Term. ARTICLE XII – DEFAULT AND REMEDIES 12.1 Defaults by Tenant. A. Cure Periods. If Tenant fails to pay any Rent within five (5) days after the due date and Tenant fails to cure such non-payment of Rent within ten (10) days after the date of written notice thereof from Landlord. Provided however, Landlord shall not be required to provide more than 4916-7674-5808.1 12 4916-7674-5808.3  two (2) written notices in any calendar year. If Tenant fails to perform any covenant or agreement set forth in this Lease (other than non-payment of Rent), then Tenant shall not be deemed to be in default unless Tenant fails to cure such alleged breach within thirty (30) days after the date of written notice thereof from Landlord, plus such additional time as may reasonably be required to cure the same if such default cannot reasonably be cured within such 30-day period (provided Tenant’s curative action is commenced within such 30-day period and thereafter diligently prosecuted). B. Remedies. If, upon expiration of the applicable period of time, the default is not cured, or if the default is non-monetary and is such that it is unable to reasonably be cured within thirty (30) days and Tenant has not started to cure such default within such 30-day period (and thereafter diligently prosecuted such curative action), then, Landlord may proceed with any and all its equitable and legal remedies, including, but not limited to, an action for money damages and an action to obtain possession. 12.2 Defaults by Landlord. If Landlord fails to perform any covenant or agreement set forth in this Lease, then Landlord shall have thirty (30) days following the date of its receipt of written notice thereof from Tenant to commence the cure of such alleged failure (i.e., default), plus such additional time as may reasonably be needed to complete the cure of the same. If, upon the expiration of such 30-day period such default is not cured, or if such default cannot reasonably be cured within such 30-day period and Landlord has not commenced the cure of such default within such 30-day period (and thereafter diligently prosecuted such curative action to completion), then Tenant may without waiving any other rights or remedies that Tenant may have at law or in equity, cure such default itself on behalf of Landlord and the actual, documented costs thereof shall be due and payable to Tenant from Landlord upon demand by Tenant, and/or pursue any remedies that may be available to it at law or in equity, including, without limitation, injunctive relief or specific performance. 12.3 Damages; Mitigation. Notwithstanding anything in this Lease to the contrary, in no event shall Tenant or Landlord be responsible for or be liable to the other party for any consequential, punitive or special damages. In the event of an uncured default, the non-defaulting party shall in each event use reasonable efforts to mitigate its damages. ARTICLE XIII – INTEREST 13.1 Interest. Any sums not paid when due from one party to the other shall bear interest from the date due until the date repaid in full at a rate per annum (“Interest”) equal to the lesser of (a) the highest lawful rate or (b) the then applicable “Prime Rate” (as quoted in The Wall Street Journal, or a successor publication if The Wall Street Journal is no longer published) plus one percent (1%); provided, however, in no event shall such rate exceed twelve percent (12%) per annum. ARTICLE XIV – END OF TERM 14.1 Surrender of Premises. Upon the expiration or earlier termination of this Lease, Tenant shall peacefully and quietly surrender possession of the Premises to Landlord, in broom clean condition, free and clear of any occupants, subtenants, licensees or concessionaires in good condition and state of repair, reasonable wear and tear and loss by casualty excepted. Notwithstanding the preceding sentence, however, Tenant shall, at any time prior to the date of such expiration, have the right, but not the obligation, to enter upon and remove from the Premises any of its furniture, fixtures and equipment, including, but not limited to, signs, personal property and inventory items, subject to an obligation to repair any non-cosmetic damage caused thereby, which repair obligation shall survive such expiration or earlier termination. In connection with such surrender of possession, Tenant shall also have the right, at Tenant’s sole cost, to make changes 4916-7674-5808.1 13 4916-7674-5808.3 in the appearance of the Building so as to alter its appearance from that of Tenant’s typical trade dress. Such changes may include: (a) removing exterior signage or other decorative elements of a similar nature from the Building; and (b) subject to Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), repainting all or part of the Building so as to change its color(s) from Tenant’s typical scheme to a neutral color scheme; and (c) subject to Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), changing the slope and/or appearance of the Building’s fascia. 14.2 Holding Over by Tenant. Unless otherwise agreed to in writing, if Tenant or any assignee, sublessee or licensee of Tenant fails to fully vacate the Premises upon the expiration or earlier termination of this Lease, then such failure shall constitute and be construed as a tenancy from month-to-month at one hundred twenty-five (125%) of the amount of the Annual Rent due in the last month of the expired or earlier terminated portion of the Term (prorated and paid on a monthly basis), subject to all of the other provisions of this Lease (including, but not limited to, the obligation to pay Additional Rent to Landlord). Either Landlord or Tenant shall have the right and option to terminate such month-to-month tenancy upon thirty (30) days’ written notice to the other. The foregoing is not intended to grant to Tenant any right to remain in possession of the Premises beyond the expiration or earlier termination of this Lease. ARTICLE XV – MISCELLANEOUS PROVISIONS 15.1 Title to Tenant’s Improvements. Title to the Building and Tenant’s Improvements at the Premises and to all of Tenant’s furniture, fixtures and equipment used in connection with its business operation at the Premises shall be vested in and remain in Tenant throughout the Term. Upon the expiration or earlier termination of this Lease, title to the Building and Tenant’s Improvements at the Premises shall automatically pass to and become vested in Landlord; subject, however, to Tenant’s right to remove the property and/or make the alterations described in Section 14.1. At all times, Tenant shall retain title to all of Tenant’s furniture, fixtures and equipment at the Premises. 15.2 Brokerage Commissions. Landlord represents and warrants that Landlord has not engaged or employed any real estate broker, agent or other intermediary in connection with the transaction evidenced by this Lease. Tenant represents and warrants that Tenant has not engaged or employed any real estate broker, agent or other intermediary in connection with the transaction evidenced by this Lease. Landlord and Tenant shall and do hereby mutually indemnify, defend (with counsel reasonably acceptable to the other) and hold each other harmless from and against any and all Claims in the event any broker, agent or other intermediary alleges that is owed a commission, fee or other payment by reason of the indemnitor’s dealings, negotiations or communications in connection with this Lease or the demise of the Premises. The mutual indemnification set forth in the preceding sentence shall survive the expiration or any earlier termination of this Lease. 15.3 Notices and Payments. All notices, demands, requests, consents and other communications required to be given under this Lease shall be in writing and shall be deemed to have been delivered/received, upon receipt or refusal, after being sent by (a) hand delivery by a reputable courier service, (b) United States certified mail, postage prepaid, return receipt requested, or (c) a nationally- recognized overnight delivery service. For purposes of this Section 15.3, rejection or other refusal to accept or inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of such rejected or misaddressed notice, demand, request, consent or other communication. Any notice given by counsel to either Landlord or Tenant on behalf of Landlord or Tenant, as applicable, shall be deemed to have been given by Landlord or Tenant, as applicable, for all purposes of this Lease. 15.4 Force Majeure. The time for performance by Landlord or Tenant of any term, provision or covenant of this Lease (except for Tenant’s obligation to pay Rent) shall be deemed extended by the period 4916-7674-5808.1 14 4916-7674-5808.3 of time lost due to delays resulting from acts of God, casualties, strikes, lockouts, unavailability of building materials, civil riots, acts of terrorism, floods, hurricanes, windstorms, material or labor restrictions by governmental authority, enforcement of governmental regulations or requirements, present or future governmental restrictions, regulation, control, inaction and/or delays, and any other cause not within the control of Landlord or Tenant (except financial inability), as the case may be. The party claiming an extension based upon such a “force majeure” event shall advise the other party, in writing, of the circumstances supporting such claim within fifteen (15) days after the date(s) of such event (otherwise such additional time claim shall be deemed to have been waived). 15.5 Governing Law and Venue. This Lease shall be governed by and construed in accordance with the Laws of the state in which the Premises are located, without giving effect to any conflict of law principles thereof. In the event any legal action is brought by one party against the other to enforce any term, provision or covenant hereof, venue for such action shall be proper in a court of competent jurisdiction in the county (or other political subdivision) in which the Premises are located. 15.6 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. The foregoing waiver of trial by jury was voluntarily and intentionally made by both Landlord and Tenant. 15.7 Attorneys’ Fees and Court Costs. In the event a legal action is brought by one party against the other to enforce any term, provision or covenant of this Lease, the prevailing party in such action as determined by the court of competent jurisdiction shall be entitled to recover the reasonable costs of such action, including, without limitation, court costs and reasonable attorneys’ fees, from the non-prevailing party. 15.8 Entire Agreement. This Lease sets forth the entire agreement of Landlord and Tenant with respect to the subject matter hereof and cannot be altered, amended or modified except by a written instrument duly executed by both parties. 15.9 Binding Authority. Subject to the provisions of Sections 11.1 and 11.2, this Lease shall be binding upon and inure to the benefit (or detriment, as applicable) of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns. Whenever reference to the parties hereto is made in this Lease, such references shall be deemed to include the heirs, legal representatives, successors and permitted assigns of said party the same as if in each case expressed. For purposes of this Lease, the term “person” means any individual, corporation, partnership, firm, trust, joint venture, business association, syndicate, government or governmental organization or any other entity. 15.10 Business Days; Close of Business. If the date for performance of any act, obligation or delivery of any notice under this Lease shall fall on a day other than a business day, then the date for such performance or delivery of such notice shall be postponed until the next business day. For purposes of this Lease, any references to “business days” shall be deemed to be references to normal working business days (i.e., Monday through Friday of each calendar week, exclusive of federal or state holidays or such other dates upon which nationally-chartered banks of the United States of America are not open for business) and the “close of business” shall be deemed to be 6:00 p.m., local time, in the county (or other political subdivision) in which the Premises are located. 4916-7674-5808.1 15 4916-7674-5808.3 15.11 No Waiver. No provision of this Lease shall be deemed waived by Landlord or Tenant, nor shall the failure of either party to insist on the strict performance thereof be deemed such a waiver, unless the same is expressly waived in a writing signed by Landlord or Tenant, as the case may be. No waiver by Landlord or Tenant of any breach of any provision of this Lease shall be deemed a waiver of any subsequent breach of the same or of any other provision hereof. Unless otherwise expressly provided in this Lease, any failure of either Landlord or Tenant to exercise any option, right, power or remedy granted or otherwise provided herein to such party shall not be deemed to be nor be construed as a relinquishment of such option, right, power or remedy. 15.12 Rules of Construction. This Lease has been examined, reviewed, negotiated and revised by counsel for each party, and no implication may be drawn against either party by virtue of the preparation and drafting hereof. 15.13 Headings and Titles. The headings and titles used in this Lease have been inserted for purposes of reference and convenience only and shall not be deemed to amplify, limit, define or otherwise affect the express provisions hereof. 15.14 Invalidity. If any provision, or any portion thereof, of this Lease, or application thereof to any person or circumstance, shall be held invalid or unenforceable to any extent, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each such remaining provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 15.15 Counterparts; Execution. This Lease may be executed in any number of counterparts with the same force and effect as if all required hand-written signatures of the parties were contained in a single original document. Hand-written signatures transmitted by facsimile or e-mail, through scanned and electronically transmitted .pdf, .jpg or .tif files, shall have the same effect as the delivery of original signatures and shall be binding upon and enforceable against the parties hereto as if such facsimile or e- mailed documents were an original executed counterpart. If the parties exchange electronic signature versions of this Lease (or any subsequent amendment hereto), then the parties shall promptly thereafter exchange counterparts of this Lease (or such amendment) with original signatures. If drafts of this Lease or other communications between the parties were sent by e-mail or other electronic methods, then the following additional provisions shall also apply: (a) any typewritten signature included with any e-mail or any document attached to any e-mail is not an electronic signature within the meaning of the Electronic Signatures in Global and National Commerce Act or any other law of similar import, including, without limitation, the Uniform Electronic Transactions Act (the “UETA”), as the same may be enacted in any state; and (b) any transmission of this Lease is not intended as an “electronic signature” to a “record” of such transaction (as those terms are defined in the UETA); instead, it is both Landlord’s and Tenant’s intention that a record of such transaction shall be created only by hand-written signatures on an original document. 15.16 Relationship of Parties. It is understood and agreed that no party hereto shall be construed or held to be a partner, joint venturer or associate of the other in the conduct of the other’s business, nor shall either party be liable for any debts incurred by the other; but it is understood and agreed that the relationship is and at all times shall remain that of landlord and tenant. 15.17 Landlord’s Duty of Reasonable Cooperation. Landlord agrees to cooperate in a reasonable and timely manner with Tenant in connection with the obtaining and/or renewal of all permits and licenses which Tenant may need in order to open and operate its intended business at the Premises throughout the Term; provided, however, there shall be no unreimbursed out-of-pocket cost related thereto to Landlord. 4916-7674-5808.1 16 4916-7674-5808.3 15.18 Quiet Enjoyment. So long as Tenant is not in default under this Lease beyond the applicable notice and cure period, Landlord covenants and agrees that Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Term, without any hindrance, molestation or ejection. 15.19 Gender. Words of any gender used in this Lease shall be construed to include the other gender, and words in the singular shall include the plural and vice versa, unless the context otherwise requires. 15.20 Exhibits. The Exhibits attached to this Lease are hereby incorporated by reference in their entirety with the same force and effect as if they were set forth in the body of this Lease. 15.21 Offer and Acceptance. One party’s execution and delivery of this Lease to the other shall be deemed an offer extended to such other party which shall automatically expire fifteen (15) business days thereafter unless accepted (by such other party’s execution and delivery of this fully-executed Lease to such offering party), rejected or revoked prior thereto. This Lease shall become binding upon the parties hereto only upon the full and unconditional execution and timely delivery hereof as aforesaid. 15.22 Compliance with Laws. Tenant shall, at all times and at Tenant’s own cost, comply with and observe all Laws applicable to Tenant’s development, use, occupancy and, if applicable, subsequent alteration of the Premises. 15.23 Mechanic’s and Materialmen’s Liens. Each party agrees to hold the other harmless from and against any and all losses, costs or damages due to any lien being filed against the Premises on account of any non-payment for or dispute with respect to any labor or materials furnished in connection with the construction referred to herein or any other construction upon the Premises and such party shall not allow any judgment to lie against the Premises. The party causing (or otherwise permitting) such a lien to be filed shall either have the lien removed within thirty (30) days after receipt of written notice of the filing of the lien or bond off the lien should such party desire to contest it. If Tenant shall fail to remove or bond off such lien within such 30-day period, then Landlord may, in addition to any other potentially available remedy of Landlord under this Lease, have the right and option to remove or discharge such lien and, upon Landlord’s demand, Tenant shall promptly reimburse to Landlord all reasonable costs incurred by Landlord in connection therewith (and the foregoing reimbursement obligation shall survive the expiration or any earlier termination of this Lease); provided, however, that if Tenant has begun the process of removing or bonding off such lien within such 30-day period and is diligently pursuing such removal or bonding off, then Landlord shall not have the right set forth herein. ARTICLE XVI –RIGHT OF FIRST REFUSAL 16.1 Tenant’s Right of First Refusal. If, at any time during the Term, Landlord either (a) receives an acceptable offer from an unaffiliated third party to purchase all or part of Landlord’s interest in the Premises or (b) makes an offer to sell all or part of Landlord’s interest in the Premises, then Landlord shall give Tenant thirty (30) days’ prior written notice of such proposed sale setting forth the name and address of the proposed purchaser, the amount of the purchase price and all other terms and conditions of such offer along with copies of all relevant documents. Tenant shall then have the right and option to purchase Landlord’s interest in the Premises by giving written notice of its commitment to do so, at the same purchase price and upon the same terms and conditions as such proposed sale, to Landlord within such 30-day post-notice period. If Tenant does not timely exercise such right and option, then Tenant shall be deemed to have waived such right and option with respect to such proposed sale (only) and Landlord may close such sale with the proposed purchaser, but if for any reason Landlord shall not close such sale to such proposed purchaser upon substantially the same terms and conditions as those proposed in Landlord’s initial written notice to Tenant within one hundred eighty (180) days after the date of Landlord’s delivery of such notice to Tenant, then Landlord shall not thereafter sell (or offer or agree to sell) all or part of Landlord’s interest 4916-7674-5808.1 17 4916-7674-5808.3 in the Premises without again complying with the foregoing provisions of this Section 16.1 (and any sale of all or part of Landlord’s interest in the Premises closed other than in strict compliance herewith shall be absolutely null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase such interest in the Premises from such purchaser upon the same terms and conditions and at the same purchase price as such purchaser purchased such interest in the Premises from Landlord). The right of first refusal set forth in this Section 16.1 may be recorded as part of the Memorandum of Lease. ARTICLE XVII –RESERVATION OF RIGHTS (i) Notwithstanding any other term or provisions in this lease, Landlord reserves the right to take any action it deems necessary to protect the aerial approaches, clear zones, transition and turning zones of the Danbury Municipal Airport against obstruction to aircraft, together with the right to prevent Tenant from erecting or allowing any structural growth on the Premises which in the reasonable opinion of the Landlord would limit the usefulness of the Danbury Municipal Airport or otherwise constitutes a hazard to aircraft; and (ii) Landlord reserves the right to develop or improve the Danbury Municipal Airport or any part thereof, or adjacent thereto, within its sole discretion, regardless of the desires or opinions of Tenant and without interference or hinderance by Tenant, provided the same does not interfere with access, ingress, egress to and from parking on or visibility of the Premises; and (iii) This Lease shall be subordinate to the provisions of any existing or future agreements entered into between Landlord and the United States Federal Aviation Administration to obtain federal aid for the improvements of or operation and maintenance of the Danbury Municipal Airport. [SIGNATURES FOLLOW ON NEXT PAGE] 4916-7674-5808.1 18 4916-7674-5808.3  IN WITNESS WHEREOF, both Landlord and Tenant have signed and dated this Lease in the appropriate locations below to be effective as of the Effective Date. WITNESSES: LANDLORD: CITY OF DANBURY By: Name: Name: Title: Date: Federal EIN: ___-__________ Name: TENANT: RED LOBSTER RESTAURANTS LLC, a Delaware limited liability company By: Name: Title: Name: Date: Federal EIN: ___-__________ Name: 4916-7674-5808.1 19 4916-7674-5808.3  EXHIBIT A PREMISES 4916-7674-5808.1 A-1-1 4916-7674-5808.3  EXHIBIT B MEMORANDUM OF LEASE MEMORANDUM LEASE AGREEMENT THIS MEMORANDUM OF LEASE AGREEMENT (this “Memorandum”) is made and entered into by and between _____________________________, a __________________________ (“Landlord”), and RED LOBSTER RESTAURANTS LLC, a Delaware limited liability company (“Tenant”). R E C I T A L S: WHEREAS, pursuant to that certain “Lease Agreement” dated to be effective as of _________________, 20__ (the “Lease”), by and between Landlord and Tenant, Landlord leased to Tenant, and Tenant leased from Landlord, the Premises (as defined in the Lease) being more particularly described on Exhibit A attached hereto, together with any buildings and other improvements constructed or to be constructed thereon and the use of all rights, privileges, easements, licenses and appurtenances belonging or in any way pertaining thereto (collectively, the “Premises”); WHEREAS, Landlord and Tenant desire to disclose to the general public their respective interests in and to the Lease, the Premises, and certain obligations under the Lease by recording this Memorandum in the official public records of _________ County, _______________. A G R E E M E N T S: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. The “Term” of the Lease will commence on the Commencement Date (as defined in the Lease) and, unless sooner terminated, will expire on the last day of the fifth (5th) Lease Year (as defined in the Lease) after the Commencement Date. 2. Tenant has the right and option to renew and extend the Term one (1) period of five (5) Lease Years. 3. This Memorandum is not intended to alter or supersede the Lease, and in the event of any conflict between the provisions of this Memorandum and those of the Lease, the provisions of the Lease shall control. [SIGNATURES FOLLOW ON NEXT PAGE] 4916-7674-5808.1 B-1 4916-7674-5808.3  IN WITNESS WHEREOF, both Landlord and Tenant have signed this Memorandum in the appropriate locations below to be effective as of the effective date of the Lease. WITNESSES: LANDLORD: _________________________________________, a _______________________________________, Name: By: Name: Title: Name: Date: TENANT: _________________________________________, a _______________________________________, Name: By: Name: Title: Date: Name: [ACKNOWLEDGMENTS FOLLOW ON NEXT PAGE] 4916-7674-5808.1 B-2 4916-7674-5808.3  ACKNOWLEDGMENTS STATE OF __________________ § § COUNTY OF ________________ § This instrument was executed and acknowledged before me on this ____ day of _____________, 20__, by _____________________________________, ______________________________ of ______________________________________, a ____________________________, on behalf of said __________________________. The individual whose name is subscribed to this instrument is personally known to me. NOTARY PUBLIC, STATE OF My Commission Expires: _______________________ STATE OF FLORIDA§ § COUNTY OF ORANGE § This instrument was executed and acknowledged before me on this ____ day of _____________, 20__, by _____________________________________, ______________________________ of ______________________________________, a ____________________________, on behalf of said __________________________. The individual whose name is subscribed to this instrument is personally known to me. NOTARY PUBLIC, STATE OF FLORIDA My Commission Expires: ________________________ LANDLORD’S ADDRESS: TENANT’S ADDRESS: ________________________________ ________________________________ ________________________________ c/o: Red Lobster Seafood Co. ________________________________ Attn: Legal Department ________________________________ 450 South Orange Avenue, Suite 800 ________________________________ Orlando, FL 32801 AFTER RECORDING, RETURN TO TENANT 4916-7674-5808.1 B-3 4916-7674-5808.3  EXHIBIT C NON-DISTURBANCE AND ATTORNMENT AGREEMENT [FORM] NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made and entered into by and between ________________________________, a ________________________________ (“Tenant”), ________________________________, a ______________________________ (“Mortgagee”), and ______________________________, a ______________________________ (“Landlord”). R E C I T A L S: WHEREAS, pursuant to that certain “Lease Agreement” dated to be effective as of ________________, 20__ (the “Lease”), by and between Landlord and Tenant, Landlord leased to Tenant, and Tenant leased from Landlord, ___________________________ in the State of _______________, being more particularly described on Exhibit A attached hereto, together with any buildings and other improvements constructed or to be constructed thereon and the use of all rights, privileges, easements, licenses and appurtenances belonging or in any way pertaining thereto (collectively, the “Premises”); WHEREAS, Mortgagee is the holder of a lien and encumbrance on the Premises as security for the obligation of Landlord pursuant to a document entitled ____________________, recorded at ____________________________________ in the Official Public Records of _____________ County, _______________ (the “Mortgage”); and WHEREAS, the parties desire to acknowledge Tenant’s leasehold interest in and to the Premises, and its rights under the Lease, so long as Tenant is not in default under the Lease. A G R E E M E N T S: NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Tenant, Mortgagee and Landlord hereby agree as follows: 1. Non-Disturbance. Mortgagee recognizes and agrees to honor all of Tenant’s rights under the Lease and all of Landlord’s obligations under the Lease, including, without limitation, the use and distribution of insurance and condemnation proceeds. So long as Tenant is not in default past the applicable cure period in the performance of any of the terms of the Lease, Tenant’s possession of the Premises and Tenant’s rights and privileges under the Lease, including any renewal options, shall not be disturbed, diminished or interfered with by Mortgagee, Mortgagee shall continue to honor Landlord’s obligations under the Lease and Tenant shall not be made a party defendant to any foreclosure proceeding. 2. Attornment. In the event Mortgagee succeeds to Landlord’s interest under the Lease through foreclosure of the Mortgage, a deed in lieu of foreclosure or other means, Tenant shall be bound to Mortgagee under all of the terms of the Lease for the balance of the term thereof with the same force and effect as if Mortgagee were the landlord named in the Lease, and Tenant shall attorn to Mortgagee as its landlord, such attornment to be effective and self-operative, without the execution of any further instruments, immediately upon Mortgagee succeeding to Landlord’s interest under the Lease. Mortgagee 4916-7674-5808.1 C-1 4916-7674-5808.3 agrees that Tenant shall be under no obligation to pay any Rent (as defined in the Lease) to Mortgagee until Mortgagee has succeeded to Landlord’s interest under the Lease and has notified Tenant thereof in writing. The respective rights and obligations of Tenant and Mortgagee upon such attornment shall, for the balance of the term of the Lease, be the same as now set forth in the Lease, it being the intention of the parties for this purpose to incorporate the Lease into this Agreement by reference with the same force and effect as if set forth at length herein. 3. Landlord’s Obligations. In the event the Mortgage is foreclosed for any reason and Mortgagee succeeds to Landlord’s interest under the Lease, Mortgagee shall be bound to Tenant under all of the terms of the Lease, and Tenant shall, from and after such event, have the same remedies against Mortgagee for the breach of any provision of the Lease that Tenant might have had under the Lease against Landlord. In no event shall Mortgagee be liable for any act or omission of Landlord, or be subject to any offsets or defenses which Tenant might have against Landlord, which occurred prior to the date on which Mortgagee received a copy of a notice from Tenant of Landlord’s default under the Lease. 4. Binding Effect. The rights and obligations of Tenant and Mortgagee shall bind and inure to the benefit of their respective successors and assigns. [SIGNATURES FOLLOW ON NEXT PAGE] 4916-7674-5808.1 C-1 4916-7674-5808.3  IN WITNESS WHEREOF, Tenant, Mortgagee and Landlord have signed this Agreement in the appropriate locations below to be effective as of the latest of the dates of their respective signatures below. WITNESSES: TENANT: ______________________________________, a _____________________________________, Name: By: Name: Title: Name: Date: MORTGAGEE: , a , By: Name: Name: Title: Date: Name: LANDLORD: _____________________________________, a ____________________________________, By: Name: Name: Title: Date: Name: [ACKNOWLEDGMENTS FOLLOW ON NEXT PAGE] 4916-7674-5808.1 C-1 4916-7674-5808.3  ACKNOWLEDGMENTS STATE OF FLORIDA § § COUNTY OF ORANGE § This instrument was acknowledged before me on this ____ day of __________________, 20__, by ____________________________________, ______________________________ of __________________________________________, a ______________________________, on behalf of said ______________________. The individual whose name is subscribed to this instrument is personally known to me. NOTARY PUBLIC, STATE OF FLORIDA My Commission Expires: _______________________ STATE OF __________________ § § COUNTY OF ________________ § This instrument was acknowledged before me on this ____ day of __________________, 20__, by ____________________________________, ______________________________ of __________________________________________, a ______________________________, on behalf of said ______________________. The individual whose name is subscribed to this instrument is personally known to me. NOTARY PUBLIC, STATE OF ______________ My Commission Expires: _______________________ STATE OF __________________ § § COUNTY OF ________________ § This instrument was acknowledged before me on this ____ day of __________________, 20__, by ____________________________________, ______________________________ of __________________________________________, a ______________________________, on behalf of said ______________________. The individual whose name is subscribed to this instrument is personally known to me. NOTARY PUBLIC, STATE OF ______________ My Commission Expires: _______________________ 4916-7674-5808.1 C-1 4916-7674-5808.3  LANDLORD’S ADDRESS: TENANT’S ADDRESS: _______________________________ ________________________________ _______________________________ c/o Red Lobster Seafood Co. _______________________________ Attn: Legal Department _______________________________ 450 South Orange Avenue, Suite 800 ________________________________ Orlando, FL 32801 MORTGAGEE’S ADDRESS: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ AFTER RECORDING, RETURN TO TENANT 4916-7674-5808.1 C-1 4916-7674-5808.3