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EXHIBIT-10.33
COMMERCIAL LEASE
1.) PARTIES
SIXTH ROAD REALTY TRUST, 00 Xxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx, LESSOR,
which expression shall include its heirs, successors, and assigns where
the context so admits, does hereby lease to XXXXX, INC., a Massachusetts
corporation, 0 Xxxxxxxxxxxx Xxx, Xxxxxx, XX 00000, LESSEE, which
expression shall include its successors, executors, administrators, and
assigns where the context so admits.
2.) PREMISES
The LESSEE hereby leases the following described premises:
Approximately 3,160 square feet of space located in a multi-tenant
building owned by the Lessor and located at 00 Xxxxx Xxxx, Xxxxxx,
Xxxxxxxxxxxxx, together with the right to use in common, with others
entitled thereto, the driveways and parking areas, the hallways,
stairways, and elevators, necessary for access to said leased premises,
and lavatories nearest thereto.
3.) TERM
The term of this lease shall be for three (3) years and six (6) months
commencing on February 1, 1997 and ending on July 31, 2000.
4.) RENT
The LESSEE shall pay to the LESSOR rent as follows:
a.) For the period commencing February 1, 1997 and ending January 31,
1998 the LESSEE shall pay to the LESSOR rent at the annual rate of
$26,970.00 payable monthly in advance in twelve equal monthly installments
of $2,172.50.
b.) For the period commencing February 1, 1998 and ending January 31, 1999
the LESSEE shall pay to the LESSOR rent at the annual rate of $26,860.00
payable monthly in advance in eleven equal monthly installments of
$2,238.33 and one monthly installment of $2,238.37
c.) For the period of February 1, 1999 and ending July 31, 2000 the
LESSEE shall pay to the LESSOR rent at the annual rate of $27,650.00
payable monthly in advance in twenty two equal monthly installments of
$2,304.16.
If LESSOR elects to accept rent after 10 days of the applicable due
date, LESSEE shall pay LESSOR a late charge equal to three(3%)
percent of the over due amount.
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5.) SECURITY DEPOSIT
The LESSEE shall pay to the LESSOR the amount of $4,345.00 which shall be
held as security for the payment of all rent, and for the faithful
performance by the LESSEE of all other covenants and agreements; provided
that the LESSEE shall have no right to require LESSOR to indemnify itself
from the Deposit for any particular violation or default of LESSEE,
such use of the Deposit being with LESSOR'S sole discretion. If all or
any part of the Deposit is applied to an obligation of LESSEE, LESSEE
shall restore the Deposit to its full amount immediately upon request by
LESSOR. On the effective date of any increase in the rent, LESSEE shall
deposit additional funds with LESSOR sufficient to increase the Deposit to
an amount which bears the same relationship to the current rent as the
Deposit bore to the original rent.
The Deposit, or any part not previously applied by the LESSOR, shall be
returned to LESSEE only after the expiration of this Lease and LESSEE has
fully vacated the premises in accordance with the terms of this Lease,
notwithstanding that this Lease has been terminated by the LESSOR. It is
the intention of the parties that the Deposit shall secure LESSOR not only
as to default by LESSEE before such termination, but also from any
deficiency of rent or post-termination occupancy charges payable to LESSOR
by LESSEE.
6.) RENT ADJUSTMENT
The LESSEE shall pay to the LESSOR as additional rent its pro-rata share
of any increase in real estate taxes levied against the land and
building, or which the leased premises are a part, over those incurred or
levied during the fiscal year ending 6-30-97. This increase shall be
prorated should this lease terminate before the end of any calendar year.
The LESSEE shall make payment within thirty (30) days of written notice
from the LESSOR that such increased taxes, are payable by the LESSOR.
7.) UTILITIES
LESSOR shall provide and shall pay for structural insurance, structural
maintenance, exterior maintenance (plowing and lawns), interior
maintenance of plumbing, heating and air conditioning. LESSOR shall
maintain the Premises mechanical system and services in proper working
order and condition, and at least the same level and quality as the
commencement date of the Lease.
8.) USE OF LEASED PREMISES
The LESSEE shall use the leased premises only for the purpose of office,
warehouse, and distribution of goods and materials associated with
LESSEE's business, so long as the same are lawful under any state or
local authority having
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jurisdiction over the same. LESSOR acknowledges that LESSEE'S proposed
use is acceptable hereunder.
9.) COMPLIANCE WITH LAWS
The LESSEE acknowledges that no trade or occupation shall be conducted in
the leased premises or use made thereof which will be unlawful, improper,
noisy or offensive, or contrary to any law or any municipal by-law or
ordinance in force in the city or town in which the premises are situated.
10.) FIRE INSURANCE
The LESSEE shall not permit any use of the leased premises which will
make voidable any insurance on the property of which the leased premises
are a part, or on the contents of said property or which shall be contrary
to any law or regulation from time to time established by the New England
Fire Insurance Rating Association, or any similar body succeeding to its
powers. The LESSEE shall on demand reimburse the LESSOR, and all other
tenants, all extra insurance premiums caused by the LESSEE'S use of the
premises.
11.) MAINTENANCE OF PREMISES
The LESSEE agrees to maintain the leased premises in the same condition as
they are at the commencement of the term or as they may be put in during
the term of lease, reasonable wear and tear, damage by fire and other
casualty only excepted, and whenever necessary, to replace plate
glass and other glass therein acknowledging that the leased premises are
now in good order and the glass whole. The LESSEE shall not permit the
leased premises to be overloaded damaged, stripped, or defaced, nor suffer
any waste. LESSEE shall obtain LESSOR'S written consent before erecting
any sign on the premises. The LESSEE shall keep the areas of the leased
premises free and clear of all rubbish and debris. The LESSEE shall not
permit the outside storage of any of its goods and effects and further
agrees that no trailers shall be left on the premises for more than 72
hours. Nothing in this Paragraph shall reduce LESSOR'S obligation to
maintain the premises and systems under Paragraph 7.
12.) ALTERATIONS-ADDITIONS
The LESSEE shall not make structural alterations or additions to the
leased premises, but may make non-structural alterations provided the
LESSOR consents thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed alterations shall be at
LESSEE'S expense and shall be in quality at least equal to the present
construction. LESSEE shall not permit any mechanical liens, or similar
liens, to remain upon the leased premises for labor and material furnished
to LESSEE or claimed to have been furnished to LESSEE in connection
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with work of any character performed or claimed to have been performed
at the direction of LESSEE and shall cause any such lien to be released
on board forthwith without cost to LESSOR. Any alterations or
improvements made by the LESSEE shall become the property of the LESSOR
at the termination of occupancy as provided herein, or the LESSOR may at
its option require that the LESSEE restore the premises to the same
condition as at the inception of this lease, normal wear and tear
excepted.
13.) ASSIGNMENT-SUBLEASING
The LESSEE shall not assign or sublet the whole or any part of the
leased premises without LESSOR'S prior written consent, which consent
shall not be unreasonably withheld or delayed. Notwithstanding such
consent, LESSEE shall remain liable to LESSOR for the payment of all rent
and for the full performance of the covenants and conditions of this
lease.
14.) SUBORDINATION
This lease shall be subject and subordinate to any and all mortgages,
deeds of trust and other instruments in the native of a mortgage, now
or at any time hereafter, a lien or liens on the property of which the
leased premises are a part and the instruments as shall be necessary to
show the subordination of this lease to said mortgages, deeds of trust or
other such instruments in the nature of a mortgage.
15.) QUIET ENJOYMENT
The LESSOR agrees that if the LESSEE shall pay the rent as aforesaid and
perform the covenants and agreements herein contained on its part to be
paid and performed, the LESSEE shall peaceably hold and enjoy the said
rented premises without hindrance or interruption by the LESSOR or by any
other person or persons. Prior to the commencement date hereof, LESSOR
shall deliver to LESSEE an agreement executed by all mortgages agreeing
to be bound by this Lease. LESSOR shall be entitled to record in the
public record notice of this Lease.
16.) LESSOR'S ACCESS
The LESSOR or agents of the LESSOR may, at reasonable times, enter to
view the leased premises and may remove placards and signs not
approved and affixed as herein provided, and make repairs and alteration
as LESSOR should elect to do and may show the leased premises to
others, and at any time with three (3) months before the expiration
of the term, may affix to any suitable part of the leased premises a
notice for letting or selling the leased premises or property of which
the leased premises are a part and keep the same so affixed without
hindrance of business activities. LESSOR also acknowledges that LESSEE
may be required by law or regulation to restrict access to certain
supplies, inventory and/or areas
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LESSOR shall comply with said restrictions.
17.) INDEMNIFICATION AND LIABILITY
The LESSEE shall save the LESSOR harmless from all loss and damage upon
the premises so leased, or by any nuisance made or suffered on leased
premises unless such loss is caused by the neglect of the LESSOR. The
plowing of snow from the parking areas bordering upon the leased premises
shall be LESSOR'S responsibility. LESSOR shall plow said snow at time and
in a manner which allows normal business operations.
18.) LESSEE'S LIABILITY INSURANCE
The LESSEE shall maintain with respect to the leased premises and the
property, of which the leased premises are a part, comprehensive public
liability insurance in the amount of $5000,000/1,000,000 with property
damage insurance in limits of $1,000,000 in responsible companies
qualified to do business in Massachusetts and in good standing therein
insuring the LESSOR as well as LESSEE against injury to persons or damage
to property as provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the commencement of the
term, and thereafter within thirty (30) days prior to the expiration of
any such policies. All such insurance certificates shall provide that
such policies shall not be canceled without at least ten(10) days prior
written notice to each assured named therein. The LESSOR shall be named
either co-insured or additional insured.
19.) FIRE, CASUALTY-EMINENT DOMAIN
Should a substantial portion of the leased premises, or of the property of
which they are a part, be substantially damaged by fire or other casualty,
or be taken by eminent domain either the LESSEE or the LESSOR may
elect to terminate this lease. In addition to said option, when such
fire, casualty, or taking render the leased premises substantially
unsuitable for their intended use, a just and proportionate abatement of
rent shall be made, and the LESSEE may elect to terminate this lease if:
a.) The LESSOR fails to give written notice within thirty (30) days of
intention to restore leased premises, or
b.) The LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within ninety(90) days
of said fire, casualty, or taking.
The LESSOR reserves, and the LESSEE grants the LESSOR, all rights which
the LESSEE may have for damages or injury to the leased premises for any
taking by eminent domain, except fro damage to the LESSEE'S fixtures,
property or equipment.
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20.) DEFAULT AND BANKRUPTCY
In the event that:
a.) The LESSEE shall default in the payment of any installment of rent or
other sum herein specified and such default shall continue for ten
(10) days after written notice thereof; or
b.) The LESSEE shall default in the observance or performance of any
other of the LESSEE'S covenants, agreements, or obligations hereunder
and such default shall not be corrected within thirty (30) days
after written notice thereof; or
c.) The LESSEE shall be declared bankrupt or insolvent according to law,
or if any assignment shall be made of LESSEE'S property for the
benefit of creditors,
then the LESSOR shall have the right thereafter, while such default
continues, to re-enter and take complete possession of the leased
premises, to declare the term of this lease ended, and remove the
LESSEE'S effects, without prejudice to any remedies which might be
otherwise used for arrears of rent or other default. No termination or
repossession provided for in this lease shall relieve the LESSEE of its
liability and obligations under this Lease, all of which shall
survive such termination or repossession. In the event of any such
termination or repossession, the LESSEE shall pay the rent and any other
such sums as hereinbefore provided up to the time of such termination. If
LESSEE shall default, after reasonable notice thereof, in the observance
or performance of any conditions or covenants on LESSEE'S part to be
observed or performed under or by virtue of any of the obligation to do
so and without thereby waiving such default, may remedy such default
for the account and at the expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the payment of money in
connection therewith, including but not limited to, reasonable attorney's
fees in instituting, prosecuting or defending any action or proceeding,
such sums paid or obligations insured, with interest at the rate of six
(6) per cent per annum and costs, shall be paid to the LESSOR by the
LESSEE as additional rent. LESSOR shall provide LESSEE reasonable notice
and opportunity to remove any inventory, supplies or product access to
which LESSEE is required by law or regulation to restrict.
21.) NOTICE
Any notice from the LESSOR to the LESSEE relating to the leased premises
or to to the occupancy thereof, shall be deemed duly served, if left at
the leased premises addressed to the LESSEE, or if mailed to the leased
premises, registered or certified mail, return receipt requested, postage
prepaid, addressed to the LESSEE with copy of Cossingham Law Office, P.C.,
000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx, XX certified, return receipt
requested, postage prepaid, addressed
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to the LESSEE. Any notice from the LESSEE to the LESSOR relating to
the leased premises or to the occupance thereof, shall be deemed duly
served, if mailed to the LESSOR by registered or certified mail, return
receipt requested, postage prepaid, addressed to the LESSOR at such
address as the LESSOR may from time to time advise in writing. All rent
and notices shall be paid and sent to the LESSOR, at 00 Xxxxx Xxxx,
Xxxxxx, XX 00000.
22.) SURRENDER
The LESSEE shall at the expiration or other termination of this lease
remove all LESSEE'S goods and effects from the leased premises,
(including, without hereby limiting the generality of the foregoing, all
signs and lettering affixed or painted by the LESSEE, either inside or
outside the leased premises). LESSEE shall deliver to the LESSOR the
leased premises and all keys, locks thereto, and other fixtures connected
therewith and all alterations an additions made to or upon the leased
premises, in the same condition as they were at the commencement of the
term, or as they were put in during the term hereof, reasonable wear and
tear and damage by fire or other casualty only excepted. In the event of
the LESSEE'S failure to remove any of the LESSEE'S property from the
premises, LESSORS is hereby authorized, without liability to LESSEE for
loss or damage thereto, at the sole risk of LESSEE, to remove and store
any of the property at the LESSEE'S expenses, or to retain same under
LESSOR'S control or to sell at public or private sale, without notice any
or all of the property not so removed and to apply net proceeds for such
sales to the payment of any sum due hereunder, or to destroy such
property.
23.) OTHER PROVISIONS
a.) The LESSOR hereby grants to LESSEE an option to renew for an
additional one (1) five year term upon the same terms and conditions as
herein contained at fair market value, and in the event that they are
unable to agree, the fair market value rent shall be arbitrated in
accordance with the rules of the American Arbitration Association. Notice
of exercise of the option shall be delivered or sent by LESSEE (or its
representative) by registered mail or certified mail addressed to LESSOR
not later 90 days prior to the expiration date of this Lease.
b.) Except as otherwise hereinbefore provided, if LESSEE holds over or
continues in possession of the premises after the expiration of this lease
and without the execution of a new lease, the tenancy thus created shall
be one from month to month. All covenants, obligations, conditions and
agreements herein contained shall so far as applicable apply to all
extensions of the terms hereof and to all holding over by the LESSEE as a
tenant at will except that the rent to be paid for such holding over will
be negotiated.
c.) LESSEE agrees to strictly abide by all section of Massachusetts
General Law
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Chap 21E (Hazardous Waste Regulations), including but not limited to, the
proper disposal and storage of hazardous waste materials, and LESSEE
agrees to indemnify and hold LESSOR harmless from and against any costs
or expenses under this chapter relating directly or indirectly to
activities conducted by the LESSEE.
d.) Neither the LESSOR nor the LESSEE have relied on any representation of
the Broker regarding the financial stability or capability of either
party. Both LESSOR and LESSEE agree to hold Broker harmless for any
financial cost incurred by either party for any matter related to this
lease.
e.) Upon the execution of this lease the LESSEE shall pay to the LESSOR,
the amount of $6,517.50, which represent rent for the month of February,
1997 ($2,172.50) and security deposit ($4,345.00).
f.) It is further understood and agreed that the LESSOR will at its sole
cost and expense remove from the demised premises one office and the
kitchen area as shown and highlighted in blue on the attached
plan (Exhibit A). In addition, LESSOR agrees that it will repaint any
walls already painted in the warehouse as well as paint the warehouse
floor. LESSOR shall replace carpet and ceiling tiles as needed and paint
the offices. LESSOR shall repair railing on rear stairs.
g.) Any and all broker fees due as a result of the execution and/or
performance of this Lease shall be paid by LESSOR.
IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands
and common seals this _____ day of __________ 0000,
XXXXXX: LESSOR:
____________________ _________________________
XXXXX, INC. SIXTH ROAD REALTY TRUST
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Commonwealth of Massachusetts
Essex, ss January 21, 1997
Then personally appeared the above-named Xxxxx, Inc., by Xxxxxx Xxxxxxx
President and Treasurer as aforesaid and acknowledged that he executed the
foregoing as the free act and deed of said corporation, before me
____________________________
Notary Public
My commission expires:
Commonwealth of Massachusetts
Essex, ss October 1996
Then personally appeared the above-named Sixth Road Realty Trust by
________ as Trustee as aforesaid and acknowledged that he executed the
foregoing as the free act and deed of said Trust, before me.
___________________________
Notary Public
My commission expires:
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NOTICE OF LEASE
OWNER: Sixth Road Realty Trust
00 Xxxxx Xxxx
Xxxxxx, XX 00000
TENANT: Xxxxx, Inc.
0 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
PREMISES: Approximately 3,160 square feet of space located in a multi-tenant
building owned by the Lessor and located at 00 Xxxxx Xxxx, Xxxxxx, XX together
with the right in common with others entitled thereto, the driveways and
parking areas, the hallways, stairways, and elevators, necessary for access to
said leased premises, and lavatories nearest thereto.
TERM OF LEASE: Three (3) years and six (6) months commencing February, 1997
and ending on July 31, 2000.
OPTION TO RENEW: The tenant has the right to extend said term an one (1)
additional term of five (5) years, in accordance with the term of the Lease.
LESSOR/ LANDLORD TENANT/ LESSEE
Sixth Road Realty Trust Xxxxx, Inc
by: by:
_________________________ _____________________
Trustee Xxxxxx Xxxxxxx, Pres and Treas.
Declaration of Trust recorded
at Book _____ Page _____
