1
EXHIBIT 10.6
LEASE AGREEMENT,
DATED NOVEMBER 19, 1996
2
STANDARD COMMERCIAL LEASE
1. PARTIES Xxxxxxxx X. Xxxxxx, Trustee of Birchwood Trust, under
Declaration of Trust dated October 21, 1986 LESSOR, which
expression shall include it's heirs, successors, and assigns
where the context so admits, does hereby lease to Xxxxx
Xxxxxx/Luminex Lighting LESSEE, which expression shall
include his successors, executors, administrators, and
assigns where the context so admits, and the LESSEE hereby
leases the following described premises:
2. PREMISES Suite 111, in "as is" condition, together with the right to
use in common, with others entitled thereto, the hallways
and stairways necessary for access to said leased premises,
and lavatories nearest thereto.
3. TERM The term of this lease shall be for one year commencing on
December 1, 1996 and ending on November 30, 1997.
4. RENT The LESSEE shall pay to the LESSOR rent at the rate of
$3,300 dollars per year, payable in advance in monthly
installments of $275.
5. SECURITY Upon the execution of this lease, the LESSEE shall pay to
DEPOSIT the LESSOR the amount of $275 refunded to the LESSEE
at the end of this lease subject to the LESSEE's
satisfactory compliance with the conditions hereof.
6. RENT The lessee shall pay to the lessor as a additional rent one
ADJUSTMENT percent of any increase in real estate taxes levies against
the land and building, of which the leased premises are a
part, over those incurred or levied during the calendar 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 operating expenses, or
increased taxes, are payable by the LESSOR, LESSEE shall not
be responsible for either "rent adjustment" during the first
12 months of this lease.
7. UTILITIES LESSEE shall pay for all LESSEE's heat and air conditioning
and utilities. LESSOR agrees to furnish reasonable heat to
the hallways, stairways, elevators, and lavatories during
normal business hours on regular business days of the
heating season of each year, to furnish elevator service and
to light passageways and stairways during business hours,
and to furnish such cleaning service to the common areas as
is customary in similar buildings in said city or town, all
subject to interruption due to any accident , to the making
of repairs, alterations, or improvements, to labor
difficulties, to trouble in obtaining fuel, electricity,
service or supplies from the sources from which they are
usually obtained for said building, or to any cause beyond
the LESSOR's control.
8. USE OF LEASED OF The LESSEE shall use the leased premises only for the
PREMISES purpose of his lighting business.
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be
WITH LAWS 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. 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
1
3
demand reimburse the LESSOR, and all other tenants, all
extra insurance premiums caused by the LESSEE's use of the
premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in the
OF PREMISES same condition as they are at the commencement of the term
or as they may be put in during the term of this 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 written consent of LESSOR before
erecting any sign on the premises.
12. ALTERATIONS- The LESSEE shall not make structural alterations or
ADDITIONS 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
mechanics' 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
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 of record forthwith without cost to
LESSOR. Any alternations or improvements made by the LESSEE
shall become the property of the LESSOR at the termination
of occupancy as provided herein.
13. ASSIGNMENT The LESSEE shall not assign or sublet the whole or any part
SUBLEASING 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
nature 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 LESSEE shall, when requested, promptly execute
and deliver such written instruments as shall be necessary
to show the subordination of this lease to said mortgages,
deeds of trust or other instruments in the nature of a
mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable times,
ACCESS enter to view the leased premises and may remove placards
and signs not approved and affixed as herein provided, and
make repairs and alterations as LESSOR should elect to do
and may show the leased premises to others, and at any time
within 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 or molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all loss and
AND LIABILITY damage occasioned by the use or escape of water or by the
bursting of pipes, as well as from any claim or damage
resulting from neglect in not removing snow and ice from the
roof of the building or from the sidewalks bordering upon
the premises so leased, or by any nuisance made or suffered
on the leased premises, unless such loss is caused by the
neglect of the LESSOR. The removal of snow and ice from the
sidewalks bordering upon the leased premises shall be the
LESSOR's responsibility.
2
4
17. LESSEE'S The LESSEE shall maintain with respect to the leased
LIABILITY premises and the property, of which the leased premises are
INSURANCE a part, comprehensive public liability insurance in the
amount of $250,000/$500,000 with property damage insurance
in limits of $50,000.00 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.
18. FIRE, CASUALTY Should a substantial portion of the leased premises, or of
EMINENT DOMAIN the property of which they are a part, be substantially
damaged by fire or other casualty, or be taken by eminent
domain, the LESSOR may elect to terminate this lease. When
such fire, casualty, or taking renders 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
(3) 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 to the LESSOR,
all rights which the LESSEE may have for damages or injury
to the leased premises for any taking by eminent domain,
except for damage to the LESSEE's fixtures, property, or
equipment.
19. DEFAULT AND In the event that:
BANKRUPTCY
(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. The LESSEE shall indemnify the LESSOR
against all loss of rent and other payments which the LESSOR
may incur by reason of such termination during the residue
of the term. If the 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 provisions in any
article of this lease, the LESSOR, without being under any
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
3
5
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 ten per cent per annum and
costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
leased premises or 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. Any notice from the LESSEE to the
LESSOR relating to the leased premises or to the occupancy
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 as 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 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000.
(508-755-7329)
21. 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 and 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 thereof, 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 LESSEE's property
from the premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto, and at the
sole risk of LESSEE, to remove and store any of the property
at LESSEE's expense, 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 the
net proceeds of such sale to the payment of any sum due
hereunder, or to destroy such property.
22. OTHER It is also understood and agreed that LESSEE has an option
PROVISION to renew this lease for one more year at the same rent.
IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunder set their hands and
common seals this 19th day of November, 1996.
BIRCHWOOD TRUST
/s/ Xxxxxxxx X. Xxxxxx, Trustee
----------------------------------
LESSOR Xxxxxxxx X. Xxxxxx, Trustee
Xxxxx Xxxxxx/Luminex Lighting
/s/ Xxxxx Xxxxxx
----------------------------------
LESSEE Xxxxx Xxxxxx
4
