EXHIBIT 10.4
THIRD AMENDMENT TO LEASE
This Agreement is made as of the 3rd day of December, 2001, by and between
WESTMINSTER PARK PARTNERS OF EAST PROVIDENCE ASSOCIATES, a Rhode Island limited
partnership ("Landlord") and SPECTRA SYSTEMS CORPORATION (f/k/a SPECTRA SCIENCE
CORPORATION), a Delaware corporation ("Tenant").
WITNESSETH:
WHEREAS, pursuant to Lease dated February 28, 1997, as amended by First
Amendment to Lease dated October 15, 1997 and by Second Amendment to Lease dated
July 27, 2000 (as amended, the "Lease") by and between Landlord and Tenant,
Landlord has leased to Tenant certain space in those buildings located at 42-44,
56-58, and 00 Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxx Xxxxxx; and
WHEREAS, the parties wish to amend the Lease to provide for the extension
of the term of the Lease and for certain other matters.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt of which is hereby acknowledge, the parties hereby
agree as follows:
1. The Term is hereby extended for a period ending on March 31, 2005.
2. During such extended period, Base Rent shall continue to be payable in
equal monthly installments of $9,900.
3. Landlord, at Landlord's expense, shall promptly commence and pursue
the completion of construction of those improvements to the Premises more
particularly described in Exhibit A attached hereto and made a part hereof.
4. Capitalized terms not defined herein shall have the meaning
attributable to such terms in the Lease.
5. Except as amended hereby, the Lease remains in full force and effect
and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first set forth above.
LANDLORD:
WITNESS:
WESTMINSTER PARK PARTNERS OF
EAST PROVIDENCE ASSOCIATES
/s/ J. Xxxxx XxXxxxxxx By: /s/ Xxxx X. Xxxxxxxx III
------------------------------------- ---------------------------------
J. Xxxxx XxXxxxxxx Xxxx X. Xxxxxxxx, III
General Partner
WITNESS: TENANT:
SPECTRA SYSTEMS CORPORATION
/s/ [ILLEGIBLE] By: /s/ Xxxxxx X. Xxxxx
------------------------------------- ---------------------------------
Xxxxxx X. Xxxxx
CFO and Treasurer
EXHIBIT A
[GRAPHIC APPEARS HERE]
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT is made as of this 27th day of July, 2000, by and
between WESTMINSTER PARK PARTNERS OF EAST PROVIDENCE ASSOCIATES, a Rhode Island
limited partnership ("Landlord") and SPECTRA SCIENCE CORPORATION, a Delaware
corporation ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant are parties to a certain Lease dated February
28, 1997, as amended by First Amendment to Lease dated October 15, 1997 (as
amended, the "Lease") with respect to certain premises located at 42-44 and
56-58 Xxxxxx Street, East Providence, Rhode Island (the "Building"); and
WHEREAS, pursuant to the Lease, Tenant occupies approximately 9,200 square
feet of space in the Building; and
WHEREAS, the parties wish to amend the Lease in order to permit Tenant to
lease additional space in the Building.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Commencing on September 1, 2000 (the "Second Additional Space
Commencement Date"), Landlord leases to Tenant and Tenant leases from Landlord
those additional premises located in the Building adjacent to the Premises as
shown on Exhibit A attached hereto, also identified as 60 Xxxxxx Street,
consisting of approximately 2,400 square feet (the "Second Additional
Premises"). From and after the Second Additional Space Commencement Date, all
references in the Lease to the Premises shall be deemed to include the Second
Additional Premises and the Premises shall consist of 11,600 square feet.
2. Prior to occupancy of the Second Additional Premises by Tenant,
Landlord, at its cost and expense, shall perform that work in the Second
Additional Premises described in Exhibit A attached hereto.
3. Notwithstanding anything contained in the Lease to the contrary,
commencing as of the Second Additional Space Commencement Date, Tenant shall pay
Base Rent in advance in equal monthly installments of $9,900.
4. From and after the Second Additional Space Commencement Date, Tenant's
pro rata share shall be 29%.
5. Effective upon the execution of this Second Amendment by Tenant,
Tenant's right to terminate the Lease as provided in Section 3 of the Lease is
hereby cancelled and shall be of no further force or effect.
6. Capitalized terms not defined herein shall have the meaning set forth
in the Lease.
7. Except as amended hereby, the Lease remains in full force and effect
and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as
of the day and year first set forth above.
LANDLORD:
WITNESS:
WESTMINSTER PARK PARTNERS
OF EAST PROVIDENCE ASSOCIATES
EIN: 00-0000000
/s/ J. Xxxxx XxXxxxxxx By: /s/ Xxxx X. Xxxxxxxx III
------------------------------------- ------------------------------------
J. Xxxxx XxXxxxxxx Xxxx X. Xxxxxxxx, III
General Partner
WITNESS: TENANT:
SPECTRA SCIENCE CORPORATION
/s/ [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx
------------------------------------- ------------------------------------
Xxxxx X. Xxxxxxx
President and CEO
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EXHIBIT A
[GRAPHIC APPEARS HERE]
FIRST AMENDMENT TO LEASE
This Amendment is made as of the 15th day of October, 1997 by and between
WESTMINSTER PARK PARTNERS OF EAST PROVIDENCE ASSOCIATES, a Rhode Island limited
partnership ("Landlord") and SPECTRA SCIENCE CORPORATION, a Delaware corporation
("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant are parties to a certain lease dated February
28, 1997 (the "Lease"), with respect to certain premises located at 00-00 Xxxxxx
Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxx Xxxxxx (the "Building");
WHEREAS, pursuant to the Lease, Tenant occupies approximately 4,800 square
feet in the Building; and
WHEREAS, the parties desire to amend the Lease in certain respects in order
to provide, inter alia, for Tenant to lease additional space in the Building
from the Landlord and to extend the Term of the Lease.
NOW, THEREFORE, in consideration of the premises the parties agree as
follows:
1. Tenant currently occupies approximately 4,800 rentable square feet in
the Building which consists of the premises identified as 56-58 Xxxxxx Street,
East Providence, Rhode Island. Commencing on November 1, 1997 (the "Additional
Premises Commencement Date"), Landlord leases to Tenant and Tenant leases from
Landlord those additional premises located in the Building as shown on Exhibit
A-1 attached hereto and consisting of an approximately additional 4,400 rentable
square feet (the "Additional Premises"). The Additional Premises have a street
address of 00-00 Xxxxxx Xxxxxx. From and after the Additional Premises
Commencement Date, all references
contained in the Lease to the "Premises" shall be deemed to include the
Additional Premises and the Premises shall be deemed to consist of 9,200
rentable square feet.
2. Prior to the Additional Premises Commencement Date, Landlord, at its
expense, shall cause those leasehold improvements shown on Exhibit A-1 attached
hereto (prepared by a.i. designs, ltd. dated,9/19/97) to be made to the
Premises. Such improvements shall be constructed with materials similar to those
now in the Premises and in a workmanlike manner in accordance with all
applicable building codes. Landlord's costs to deliver such improvements shall
include so-called "hard" costs (materials, labor, etc.) and "soft" costs
(architectural/ engineering costs, permit fees, etc.).
3. Notwithstanding anything contained in the Lease to the contrary,
commencing as of the Additional Premises Commencement Date and continuing
through March 31, 2002, Tenant shall pay Base Rent in advance in equal monthly
installments of $7,675.
4. With respect to Tenant's right to terminate the Lease prior to
March 31, 2002 as provided in Section 3 of the Lease, the amount of "$500" set
forth in Section 3(c) is hereby deleted and the amount of "$700" is substituted
therefor.
5. With respect to Tenant's right to terminate janitorial services as
provided in Section 9.1 of the Lease, the amount of "$200" set forth in the last
line of Section 9.1 is hereby deleted and the amount of "$250" is substituted
therefor.
6. From and after the Additional Premises Commencement Date, Tenant's Pro
Rata Share shall be 23%.
7. Tenant shall use its best efforts to cause its employees to park to
the rear of the Building and not in the spaces in front of the Building.
8. Capitalized terms not defined herein shall have the meanings set forth
in the Lease.
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9. Except as amended hereby, the Lease remains in full force and effect
and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment as
of the day and year first set forth above.
LANDLORD:
WITNESS:
WESTMINSTER PARK PARTNERS OF
EAST PROVIDENCE ASSOCIATES
/s/ [ILLEGIBLE] By /s/ Xxxx X. Xxxxxxxx III
------------------------------------- ------------------------------------
Xxxx X. Xxxxxxxx, III
General Partner
WITNESS: TENANT:
SPECTRA SCIENCE CORPORATION
/s/ [ILLEGIBLE] By /s/ Xxxxx X. Xxxxxxx
------------------------------------- ------------------------------------
Xxxxx X. Xxxxxxx
President & CEO
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LEASE
This Lease is made as of the 28th day of February, 1997 by and between
WESTMINSTER PARK PARTNERS OF EAST PROVIDENCE ASSOCIATES, a Rhode Island limited
partnership ("Landlord") which hereby demises and leases to SPECTRA SCIENCE
CORPORATION, a Delaware corporation (hereinafter "Tenant"), those premises
consisting of approximately 4,800 square feet of space located at 00-00 Xxxxxx
Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxx Xxxxxx (the "Premises") constituting one rental
unit within that certain building situated at the corner of Wampanoag Trail and
Xxxxxx Street, East Providence, Rhode Island known as the Westminster Park Sales
and Service Building (land and building collectively being hereinafter referred
to as "Building"). Landlord hereby grants to Tenant the non-exclusive right to
use the common areas associated with the Building (the "Common Areas") which are
defined herein as all areas and facilities outside the Premises that are
provided by Landlord for the general use and convenience of Tenant and of other
tenants in the Building and their respective agents, clients, employees and
customers. The Common Areas shall include, without limitation, walkways and
sidewalks, landscaped areas, private roads, and parking lots.
1. Term. The term (the "Term") of this Lease shall commence on April 1,
1997 or on such later date as possession of the Premises is delivered to Tenant
(the "Commencement Date") and, subject to earlier termination pursuant to
Section 3 hereof or upon default as hereinafter provided, end on March 31, 2002.
Landlord and Tenant agree that Landlord will use its best efforts to deliver
possession of the Premises to Tenant on April 1, 1997 but that in the event
Landlord fails to deliver possession of the Premises to Tenant on April 1, 1997,
Landlord shall not be liable to Tenant for any damages thereby and Tenant shall
not be liable for any Rent (as hereinafter defined) until such time as Landlord
delivers possession of the Premises to Tenant, but in that event, the Rent
payable hereunder shall not be payable until possession of the Premises is made
available to Tenant. Possession of the Premises shall be deemed to be made
available when construction of leasehold improvements as provided in Section 7
hereof has been substantially completed by Landlord and a certificate of
occupancy has been issued by the
municipality in which the Premises are located. The Term "substantially
completed" shall mean that Tenant is able to use the Premises for the purposes
intended by Tenant, and that only "punch list" items remain to be completed
(i.e., only minor and insubstantial details of construction, decoration and
mechanical adjustment remain to be completed). Landlord shall deliver Tenant a
copy of such certificate of occupancy promptly upon issuance of such certificate
of occupancy. Notwithstanding anything contained herein to the contrary, if
Landlord fails to deliver possession of the Premises to Tenant by the later of
(i) April 30, 1997 or (ii) sixty (60) days after the date on which Tenant has
executed this Lease and such failure is not the result of the act or omission of
Tenant, its agents or employees, then Tenant shall have the right to terminate
this Lease upon written notice to Landlord; such right shall be deemed to be
waived at such time as Tenant takes possession of the Premises.
2. Base Rent. During the Term, Tenant shall pay an annual base rent
(hereinafter "Base Rent") in the amount of $62,400, payable in equal monthly
installments of $5,200. Contemporaneously herewith, Tenant has paid to Landlord
$5,200 representing Base Rent for the month of April, 1997. If Landlord fails to
deliver possession of the Premises to Tenant on April 1, 1997, Base Rent shall
be prorated and any excess shall be credited against Base Rent due for the month
of May, 1997. Commencing May 1, 1997, Base Rent shall be payable in advance, on
the first business day of each month, during and until the expiration of the
Term by check made payable to Landlord and delivered to Landlord, c/o Marshall
Properties, Inc., X.X. Xxx 00000, Xxxxxxx, Xxxxx Xxxxxx 00000. Base Rent shall
be prorated for any period of less than a full calendar month.
3. Early Termination. If Tenant is in compliance in all material respects
with all of its obligations herein contained, Tenant shall have the right to
terminate this Lease prior to March 31, 2002 on the following basis:
a) Tenant shall give Landlord not less than six (6) months notice of
such termination, such notice to be given not earlier than September 30,
1999 and to be accompanied by payment of the Termination Fee calculated as
provided in (c), below;
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b) Such termination shall be effective as of the last day of a calendar
month, but not earlier than March 31, 2000;
c) Contemporaneous with the giving of such notice, Tenant shall pay
Landlord the amount equal to $500, multiplied by the number of calendar
months then remaining in the Term (the "Termination Fee").
4. Additional Rent. In addition to Base Rent, Tenant shall pay to
Landlord as additional rent ("Additional Rent"), Tenant's Pro Rata Share of all
real estate taxes and municipal betterment assessments ("Taxes") relating to the
Building. Tenant's "Pro Rata Share" shall be 12%. Tenant shall pay to Landlord
Tenant's Pro Rata Share of Taxes upon submission of invoices by Landlord.
If the Term shall run for only a portion of a calendar year, Tenant's
liability for Additional Rent shall be prorated. Base Rent and Additional Rent
are hereinafter collectively referred to as "Rent".
5. Security Deposit. [Intentionally deleted].
6. Utilities. Landlord, shall furnish water and sewage service to the
Premises for the use of the Tenant. Tenant shall, at its sole cost and expense,
pay or cause to be paid all charges (including any deposits) for gas,
electricity, telephone or other services or utilities, if any, (including water
and sewer) furnished to the Premises or to Tenant with respect to its operations
therein during the Term to the extent that such utilities shall be separately
metered and/or directly billed to Tenant by the respective utilities.
7. Leasehold Improvements. Prior to the Commencement Date, Landlord, at
its expense, shall cause those leasehold improvements shown on the plan attached
hereto as Exhibit A, prepared by a.i. design, ltd. dated February 28, 1997, to
be made to the Premises in a good and workmanlike manner and in accordance with
applicable building codes. Such improvements shall include installation by
Landlord, at Landlord's expense, of water supply and waste loop plumbing with
hose connection and pressure reducing valves for the four (4) laser laboratories
to be located in the Premises, such water supply
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and waste loops to be similar to those which Tenant represents are now located
in the laboratories at Xxxxx University.
Landlord will assist Tenant in acquiring a chiller, pumps and related
equipment and parts, all of which materials shall be subject to approval by
Tenant. Tenant shall reimburse Landlord for the cost of the chiller, pumps and
related equipment and parts upon submission of invoices by Landlord. Upon
payment by Tenant, the chiller, pumps and related equipment and parts shall be
deemed to be the property of Tenant, shall be deemed to be improvements made by
Tenant to the Premises and shall be removed by Tenant at its expense at the end
of the Term in accordance with the provisions of Section 9.2 hereof. All aspects
of the chillers, pumps and related parts and equipment (including, but not
limited to the capacity and sufficiency of such chillers, pumps and related
parts and equipment) shall be the sole responsibility of Tenant and Landlord
shall have no responsibility thereof.
Landlord, at its expense, will cause its mechanical contractor to remove
two (2) ventilation hoods and exhaust fans from Tenant's present facility in
Warwick, Rhode Island. Landlord shall not be responsible for any damage which
may occur to the hoods and/or exhaust fans during such removal or for any
repairs or restoration to be made to the Warwick facility as the result of such
removal. Landlord, at its expense, will reinstall the hoods and exhaust fans in
the Premises as shown in Exhibit A. The hoods and exhaust fans will remain the
property of Tenant at all times and will be removed by Tenant at the end of the
Term, but Tenant shall not be responsible for repairs to or restoration of the
Premises as a result of such removal.
8. Use. The Premises may be used solely by the Tenant for office,
laboratory, exhibition and instruction purposes and for no other purpose or use
without Landlord's consent. Tenant shall not do or permit anything to be done in
the Building or bring or keep anything therein which will in any way increase
the rate of or conflict with any insurance on the Building or on property kept
therein, or unreasonably obstruct or interfere with other tenants or those doing
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business with them, or violate with any of the statutes, rules or ordinances of
the City of East Providence, the State of Rhode Island or United States of
America or of any of the departments or agencies of any of the foregoing
authorities.
9. Maintenance and Repair; Alterations.
9.1 During the Term, Landlord, at it's expense, shall maintain in good
condition and repair the Building and common areas and all structural and
mechanical components thereof including, without limitation, the roof and the
plumbing, electrical, heating, ventilating and air-conditioning systems which
service the Premises. Landlord shall maintain and keep clean all Common Areas,
remove snow and trash therefrom when required, and provide adequate lighting for
all Common Areas, including the parking areas. Landlord shall at its expense,
provide janitorial services to the Premises on a three (3) day per week basis as
further set forth in Exhibit B attached hereto. Tenant may terminate janitorial
services upon thirty (30) days notice and Base Rent will be credited $200.00 per
month for the remainder of the Term.
9.2 Except for repairs required to be made by Landlord pursuant to Section
9.1 hereof, Tenant, at it's expense, shall make all interior repairs to the
Premises during the Term which are necessary to keep the Premises, fixtures and
equipment therein in good order and repair. Tenant shall not injure or deface
the same or any other part of the Building, nor suffer any waste thereof, nor
without Landlord's consent, which consent shall not be unreasonably withheld,
make any alterations and improvements in the Premises or the Building. As a
condition to granting such consent Landlord may require at the time it grants
such consent that upon the termination of this Lease Tenant, at its expense,
restore any part of the Premises altered by Tenant (including the chiller, pumps
and related equipment and parts to be installed by Landlord pursuant to the
second paragraph of Section 7 hereof but not any other improvements made by
Landlord or Tenant pursuant to the remainder of said Section 7 hereof) to its
condition prior to alteration.
10. Surrender. On the last day of the Term, or other earlier termination
of this Lease, Tenant shall remove all of its personal property and quit and
surrender the Premises in as good state and condition as they now are or may be
put in, reasonable wear and tear, damage by fire or
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other unavoidable casualty and approved alterations excepted. Any holding over
by Tenant shall be at one and one-half (1 1/2) times the Base Rent in effect for
the last year of the Term, payable in advance in equal monthly installments.
11. Services and Utilities. Landlord shall not be liable for any
interruption or alteration in provision of any services, utilities or
commodities, nor for any damages resulting from defects in the provision of same
so long as any such interruption or alteration is the result of acts or
circumstances beyond the control of Landlord. Except in the case of an
emergency, Landlord will make every effort to notify Tenant not less than
forty-eight (48) hours before shutting down any service or utility servicing the
Building or the Premises. In the event any such service or utility is shut down
by Landlord for more than forty-eight (48) hours, Tenant will be equitably
abated.
12. Property at Risk of Tenant. All property of any kind that may at any
time be in or about the Premises shall be at the sole risk of Tenant and
Landlord shall not be liable for any injury, loss, theft or damage of or to any
such property, except for injury, loss, theft or damage of or to any such
property arising out of acts, negligence or default of Landlord or its agents,
employees or independent contractors.
13. Waiver of Claims, Indemnity and Public Liability Insurance.
13.1 Landlord agrees to indemnify and save harmless Tenant from and against
all claims of whatever nature arising from any act, omission or negligence of
Landlord, or Landlord's contractors, agents, servants, or employees, or arising
from any accident, injury, or damage whatsoever caused to any person, or the
property of any person occurring during the Term hereof in or about the
Premises, or arising from any accident, injury or damage occurring outside of
the Premises where such accident, damage or injury results from an act, omission
or negligence on the part of Landlord or Landlord's contractors, agents or
employees except if the same be due to negligence or acts on the part of Tenant
or Tenant's agents, employees or independent contractors. This indemnity and
hold harmless agreement shall include indemnity against all
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costs, expenses and liabilities incurred in or in connection with any such claim
or proceeding brought thereon.
13.2 Tenant agrees to indemnify and save harmless Landlord from and against
all claims of whatever nature arising from any act, omission or negligence of
the Tenant, or Tenant's contractors, licensees, agents, servants, or employees,
or arising from any accident, injury, or damage whatsoever caused to any person,
or the property of any person occurring during the Term hereof in or about the
Premises, or arising from any accident, injury or damage occurring outside of
the Premises where such accident, damage or injury results from an act, omission
or negligence on the part of Tenant or Tenant's contractors, licensees, agents
or employees except if the same be due to negligence or acts on the part of
Landlord or Landlord's agents, employees or independent contractors. This
indemnity and hold harmless agreement shall include indemnity against all costs,
expenses and liabilities incurred in or in connection with any such claim or
proceeding brought thereon.
13.3 Tenant agrees to maintain in full force during the term hereof a
policy of public liability and property damage insurance of the type generally
written in the State in which the Premises are located under which Tenant is
named as insured and the Landlord is named as an additional insured and under
which the insurer agrees to indemnify and hold Landlord harmless from and
against all cost, expense and/or liability arising out of or based upon any and
all claims, accidents, injuries and damages mentioned herein. Each such policy
shall be non-cancellable with respect to Landlord without ten (10) days' prior
written notice to Landlord, and a duplicate original or certificate thereof
shall be delivered to Landlord upon execution of this Lease. In the event that
such policy is a so-called "occurrence general liability" policy then the
minimum limits of liability of such insurance shall be either (i) One Million
Dollars ($1,000,000) for injury (or death) to any one person, One Million
Dollars ($1,000,000) for injury (or death) to more than one person, and One
Million Dollars ($1,000,000) with respect to damage to property or (ii) One
Million Dollars ($1,000,000) combined single limit for bodily injury and
property damage; if such policy is a so-called "claims made general liability"
policy then the minimum limits of such
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insurance shall be either (i) One Million Dollars ($1,000,000) for injury (or
death) to any one person, Two Million Dollars ($2,000,000) for injury (or death)
to more than one person and Five Hundred Thousand Dollars ($500,000) with
respect to damage to property, or (iii) Two Million Dollars ($2,000,000)
combined single limit for bodily injury and property damage.
13.4 Landlord shall maintain, throughout the Term, policies of insurance
covering damage to the Premises and/or the Building, excluding Tenant's
fixtures, or equipment, in the amount of the full replacement value thereof,
providing protection against all perils included within the classification of
fire, extended coverage, vandalism, malicious mischief, "all risk" and fire
sprinkler leakage insurance. Landlord shall furnish Tenant, upon written demand
therefor, a copy of such policies or a certificate evidencing such insurance.
13.5 Landlord and Tenant for themselves and their respective insurers agree
to and do hereby release each other of and from any and all claims, demands,
actions and causes of action that each may have or claim to have against the
other for loss or damage to the property of the other, both real and personal,
caused by or resulting from fire and all other casualties insured against under
fire and extended coverage insurance policies, notwithstanding that any such
loss or damage may be due to or result from the negligence of either of the
parties hereto or their respective officers, employees or agents, but only to
the extent of any recovery collectible under such insurance. Tenant and
Landlord, if applicable, will endeavor to secure an appropriate clause in, or
endorsement on, any fire and extended coverage insurance policy covering
Landlord's and Tenant's respective interests, pursuant to which the respective
insurance policies waive subrogation; provided, however, that a failure on the
part of Landlord or Tenant, if applicable, to secure such appropriate clause or
endorsement as aforesaid shall not in any manner affect or restrict the
provisions of the above and foregoing mutual release.
14. Assignment and Subletting. Tenant shall not encumber, sell, assign or
transfer this Lease, in whole or in part, or sublease, license or permit the use
or occupancy by any third party of all or any part of the Premises without
Landlord's consent. In the event of any such permitted action Tenant shall
continue until the end of the Term to be obligated to fulfill all of the terms
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and conditions hereof unless Landlord and Tenant otherwise agree in writing. An
assignment by operation of law shall not require Landlord's consent, but Tenant
shall give Landlord notice of any such assignment within thirty (30) days
subsequent thereto.
15. Quiet Enjoyment. So long as Tenant fully abides by and performs the
covenants and conditions hereof, Tenant may peacefully hold and enjoy the
Premises for the Term.
16. Entry. Landlord, its agents, or employees, shall have the right to
enter the Premises at reasonable times to examine the same, to make such repairs
or alterations to any part of the Building as Landlord shall deem necessary or
to enforce any of the rules and regulations, and also during the six (6) months
prior to the expiration of this Lease to exhibit the Premises to be re-leased.
17. Eminent Domain and Damage. Landlord and Tenant further covenant and
agree that in case the whole or any part of the Building is destroyed or damaged
by fire or other casualty, or is damaged, condemned or taken by public authority
so as to render the same unfit for use or occupancy, and whether or not the
Premises are affected thereby (hereinafter sometimes "damage event"), Landlord
may, if it shall be unable to or shall elect not to repair or restore the
Premises and/or the Building, terminate this Lease upon not less than 30 days'
notice given to Tenant within 60 days after the damage event, notwithstanding
Landlord's entire interest may have been divested; provided that if the Premises
are rendered wholly or partly untenantable by the damage event, and if such
damage shall not have been caused by the neglect, default or misuse thereof by
Tenant, unearned Rent shall be returned to Tenant and a just abatement of the
Rent shall be made until the Premises shall be restored to tenantable condition
or until such termination of this Lease.
In the event that the Premises are destroyed or damaged by fire or other
casualty or are damaged, condemned or taken by public authority so as to render
the same unfit for use or occupancy, and such damage shall not have been caused
by the neglect, default or misuse thereof by Tenant, and Landlord shall be
unable to render the premises fit for use or occupancy within 60 days of the
condemnation or damage, Tenant may terminate this lease by written notice to
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Landlord not less than 60 days nor more than 120 days following such damage
event and upon the giving of such notice this Lease shall be terminated. In the
event of any such action by public authority, Tenant shall have no right, title
or interest in any award or proceeds hereof and shall take any actions necessary
to perfect Landlord's right, title and interest therein; provided, however, that
Tenant may make a claim for loss of Tenant's fixtures and business and
relocation expenses which have been specifically provided for in the award for
condemnation damages.
18. Defaults and Remedies. If Tenant shall (i) fail to pay any installment
of Base Rent or other amount when due and such failure shall continue for ten
(10) days after a written notice thereof from Landlord (but Tenant shall not be
entitled to such notice more than twice during any calendar year); (ii) fail to
perform or comply with any of the other conditions or agreements expressed or
implied herein and fail to remedy such lack of compliance within thirty (30)
days after notice from Landlord of such failure; or (iii) liquidate or cease to
exist, seek relief under any law for the relief of debtors, make an assignment
for the benefit of creditors or be the subject of a voluntary or involuntary
petition in bankruptcy or receivership which is not being actively contested by
the Tenant or if the estate hereby created shall be levied upon or taken by
execution or process of law, then and in any of such cases regardless of any
waiver or consent of any earlier event of default, the Landlord, at its option,
may exercise any and all remedies available to the Landlord under law, all of
such rights and remedies to be cumulative and not exclusive, including without
limitation the following:
(1) Landlord may terminate this Lease in accordance with law.
(2) In addition to any other remedies, Tenant covenants that it will pay
to Landlord upon demand and indemnify Landlord from and against any loss and
expense directly or indirectly sustained by reason of any default and/or
termination resulting therefrom, including without limitation, any loss of
rent prior to or after reletting the Premises, broker's commissions, costs
of advertising, preparing premises for reletting, any moving, storage and
disposition of Tenant's property, court costs and reasonable attorney's
fees.
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(3) After a default by Tenant, Landlord (i) may remedy such default at
Tenant's expense without waiving such default and/or (ii) may re-lease all
or any portion of the Premises for any term and use. Following default and a
termination of this Lease, Landlord shall use reasonable efforts to relet
the Premises.
(4) This Lease and the estate created hereby shall not continue or inure
to the benefit of any assignee, receiver or trustee in bankruptcy of Tenant
except at the option of the Landlord.
19. Waiver and Consent. Waiver or consent by either party of or to any
default or breach of any of the terms, conditions or covenants hereof or of any
other tenant's lease in any instance shall not be deemed to be a waiver of or
consent to any later breach or default thereof or to any other default under any
other term, condition, or covenant hereof. A receipt by Landlord of rent with
knowledge of any breach or default shall not be deemed to be a waiver or consent
thereto unless expressly acknowledged in writing by Landlord. For purposes of
this lease "Landlord's consent" shall mean the prior written consent of the
Landlord in each instance.
20. Signs. Tenant shall not erect any signs or advertising or promotional
materials on the exterior of the Premises without first receiving the written
approval of Landlord, which approval shall not be unreasonably withheld. The
purchase, installation and maintenance of any such signs shall be at Tenant's
expense.
21. Parking. Tenant acknowledges that all parking spaces located in front
of the Building are for the use of visitors to the Building. Accordingly, Tenant
agrees that with respect to the parking lots it will cause its employees to park
in that parking lot to the rear of the Building.
22. Broker's Commissions. Landlord and Tenant each represents that it has
not dealt with any real estate agent or broker other than Xxxx, Xxxxxxx and Co.
of Rhode Island, Inc. ("Xxxx, Xxxxxxx") in connection with the negotiation of
this Lease or the leasing of the Premises and agrees to hold the other party
harmless from all loss, cost or expense resulting from the
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breach by such party of this representation. Landlord shall pay all leasing
commissions owed to Xxxx, Xxxxxxx arising from this Lease.
23. Entire Agreement. This Lease sets forth all covenants, agreements and
understandings between Landlord and Tenant concerning the Premises and the
renting thereof and Landlord has made no representations or promises with
respect to the Building or the premises except those contained herein. Except as
otherwise provided herein, no amendment or addition to this Lease shall be
binding upon Landlord or Tenant unless in writing and signed by both parties
hereto.
24. Notices. Any notice required or permitted to be given by one party
hereto to the other party hereto given by (a) certified mail, return receipt
requested, or (b) a nationally recognized overnight carrier and shall be
delivered as follows:
If to Landlord:
Westminster Park Partners of East Providence Associates
c/o Xxxx X. Xxxxxxxx III, General Partner
00 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxx 00000
If to Tenant:
Spectra Science Corporation
000 Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
or to such other addresses of which either of them, as the case may be, shall
notify the other in the manner herein stated for giving notice and such delivery
shall constitute the giving of such notice hereunder.
25. Environmental Matters. Tenant represents and covenants that, in
connection with its use and occupancy of the Premises, no toxic or hazardous
substance will be discharged, released, disposed of, spilled or leaked by
Tenant, its officers, agents or employees, in, on or upon the Premises, the
Building or the underlying or surrounding real property, and that neither
Tenant, nor any of its officers, agents or employees, will bring in, on or
incorporate into the Premises,
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harmless Landlord, its affiliates, and their respective officers, agents and
employees, from and against any and all claims, damages, costs, liabilities
and/or expenses, including attorneys' fees and remediation or cleanup costs,
resulting from any breach by Tenant of any of its covenants or obligations under
this Section 25.
26. Subordination. This Lease and all rights of Tenant hereunder are and
shall remain subject and subordinate to all ground or underlying leases and
leasehold and building loan mortgages which may now or hereafter affect the
Building and to all renewals, modifications, consolidations, replacements and
extensions thereof. Such subordination shall be automatic without the execution
of any further subordination agreement by Tenant; provided, however, that if a
written subordination agreement is required by any such mortgagee, Tenant hereby
agrees to execute same and in the event of Tenant's failure to do so, Tenant
hereby irrevocably constitutes Landlord its attorney-in-fact, for such purpose.
In the event that any party shall succeed to Landlord's interest, this Lease
shall continue in effect and Tenant shall attorn to such party without delay,
provided that Tenant's use and enjoyment of the premises are not adversely
affected.
27. Notice to Mortgagee. Upon receipt of a written request by Landlord or
any holder of a mortgage on all or any part of the Premises, Tenant will
thereafter send any such holder copies of all notices of default or termination
or both given by Tenant to Landlord in accordance with any provision of this
Lease. In the event of any failure by Landlord to perform, fulfill or observe
any agreement by Landlord herein or any breach by Landlord of any representation
or warranty of the Landlord herein, any such holder may at its election cure
such failure or breach for and on behalf of Landlord.
28. Estoppel Letter. Each of Landlord and Tenant will from time to time,
upon not less than fifteen (15) days' prior written request by the other,
deliver to the other or any actual or prospective purchaser or holder of a
mortgage on all or any part of the Premises a written statement certifying
whether or not this Lease is in full force and effect and stating (a) the last
date to which the rent and other payments have been made (b) whether or not this
Lease has been
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amended (c) whether or not to the knowledge of Landlord or Tenant the other is
in default in the performance, fulfillment or observance of any representation,
warranty or agreement set forth herein, or has any indebtedness to the other for
the payment of money, and (d) if so, each default or indebtedness.
29. Collateral Assignment of Lease. With reference to any assignment by
Landlord of Landlord's interest in this Lease, or the rentals payable hereunder,
conditional in nature or otherwise, which assignment is made to the holder of a
first mortgage on the Landlord's estate, Tenant agrees:
(a) that the execution thereof by Landlord and the acceptance thereof
by the holder of such mortgage, shall not be deemed an assumption by
such holder of any of the obligations of the Landlord hereunder,
unless such holder shall, by written notice sent to Tenant,
specifically otherwise elect; and
(b) that, except as aforesaid, such holder shall be treated as having
assumed Landlord's obligations hereunder only upon foreclosure of such
holder's mortgage and the taking of possession of the Premises.
30. Landlord While an Owner. As used herein "Landlord" shall mean the
owner for the time being of Landlord's estate and property in the Premises and
if such estate and property be sold or transferred, the seller or transferor
shall thereupon be relieved of all obligations and liabilities hereunder
thereafter arising or occurring, and the purchaser or transferee shall thereupon
be deemed to have assumed and agreed to perform and observe all obligations and
liabilities hereunder thereafter arising or occurring, or based on occurrences
or situations thereafter arising or occurring.
31. Successors, Assigns, Joint and Several. The words "Landlord" and
"Tenant" shall include their respective heirs, legal representatives, successors
and assigns. If more than one party signs as Tenant hereunder the covenants,
conditions and agreements herein of the Tenant shall be the joint and several
obligations of each such party.
32. Governing Law. This lease shall be governed by the laws of the State
of Rhode Island.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed as of the day and year first set forth above.
In Presence of: LANDLORD:
WESTMINSTER PARK PARTNERS OF EAST
PROVIDENCE ASSOCIATES
/s/ [ILLEGIBLE] By /s/ Xxxx X. Xxxxxxxx III
------------------- -------------------------------
Xxxx X. Xxxxxxxx III, its sole
General Partner
TENANT:
SPECTRA SCIENCE CORPORATION
/s/ [ILLEGIBLE] By /s/ Xxxxx X. Xxxxxxx
------------------- -------------------------------
Xxxxx X. Xxxxxxx,
President and CEO
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EXHIBIT B
CLEANING SERVICE
Landlord shall provide the following services on a three (3) times per week
basis. Included are the necessary labor, materials and equipment to perform the
following services:
Empty all trash receptacles and replace liners as needed
Clean/dust all desk tops, bookcases, tables and file cabinets
Spot clean walls as needed
Vacuum all carpets
Sweep and damp mop all tile floors
Clean and dust all windows, blinds and window xxxxx in offices and
conference rooms
Clean all glass in entrance area and glass in the wooden doors
Clean and sanitize all restrooms
Supply and refill all restroom paper products and soap as needed
Supply and replace all lights as needed
