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Exhibit 10.10
LEASE
This Lease made as of the 1st day of December, 1992 by and between S & S
PROPERTIES, INC., of Worcester, Massachusetts, (the "Lessor"), and RAD LOCK,
INC., a Massachusetts corporation, of Worcester, Massachusetts (the "Lessee").
W I T N E S S E T H:
Section 1. LEASED PREMISES
1.1 Description. The Lessor hereby leases to the Lessee and the Lessee
hereby leases from the Lessor 10,818 square feet of manufacturing, office, and
storage space in buildings (the "Buildings") owned by Lessor and located at 00
Xxxxxx Xxxxxx, and space in the parking lot located at 00 Xxxxxx Xxxxxx
(sufficient to accommodate Lessee's employees) in Worcester, Massachusetts (the
"Leased Premises"). The Leased Premises are more particularly described and
detailed in Exhibit "A" hereto.
1.2 Rights and Encumbrances. The Leased Premises are hereby leased to the
Lessee together with the right to use in common with the Lessor and those
claiming under it, subject to reasonable rules and regulations from time to time
made by the Lessor of which Lessee is given notice, the common walkways, exits
and approaches to the Leased Premises.
Section 2. TERM
2.1 The Leased Premises for a term commencing on December 1, 1992 and
ending on November 30, 1998 unless sooner terminated as herein provided.
Section 3. RENT
3.1 Lessee covenants and agrees to pay rent for the Leased Premises
according to the following schedule:
The annual rate of $2.60 per square foot for 10,818 square feet of
manufacturing, office and storage space in the Buildings for a total sum
of $28,127.00 per annum, payable each year in twelve (12) equal monthly
installments of $2,343.90, in advance, on the first day of each and every
month.
3.2 Payment. The Lessee covenants that it will pay such Rent to the Lessor
at the Lessor's address set forth in Paragraph 18.2 hereof without demand, at
the time specified herein, and without offset or deduction of any kind.
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Section 4. COVENANT OF QUIET ENJOYMENT
4.1 The Lessor covenants that the Lessor has the right to make this Lease,
and that the Lessee upon paying rent and performing and observing the Lessee's
obligations in the Lease, shall peacefully and quietly have, hold, and enjoy the
Leased Premises, subject to the terms and provisions hereof, and subject to
mortgages, rights, easements, restrictions, covenants and other matters of
records.
Section 5. MAINTENANCE AND REPAIRS
5.1 Lessee's Repairs. The Lessee shall, at its expense (as apportioned
below), make all repairs to the Leased Premises, including without limitation,
repairs to:
(a) The exterior and structure of the building including exterior
walls, foundation, and roof providing that the damage to said exterior walls,
foundation, and roof were caused by an act or omission of the Lessee or its
agents, servants, employees, or invitees.
(b) The interior of the building, including all fixtures,
improvements and additions within the Leased Premisses;
(c) The plumbing, heating, ventilating and air conditioning, fire
protection, wiring and electrical systems; and
(d) The grounds, sidewalks, approaches and parking areas within the
Leased Premises.
The Lessee agrees to maintain the Leased Premises and such repair,
order and condition as the Leased Premises are in at the commencement of the
term or at the time of their completion or installation. The Lessee also agrees
that any expenses for the foregoing repairs shall be apportioned with the
Lessor's other tenant, Xxxxx Corporation, as follows: Lessee: 27%; and Xxxxx
Corporation: 73%.
5.2 Maintenance of Grounds and Building. The Lessee shall maintain the
building and grounds in the Leased Premises in good order and shall be
responsible for all snow removal within the Leased Premises and on any common
walkways, exits and approaches giving access to the Leased Premises and used by
the Lessee. Lessee shall share the expense of said maintenance with Xxxxx
Corporation in the same proportion as it shares in the repairs, as set forth in
Section 5.1 hereof.
5.3 Lessee's Alterations. The Lessee may make improvements and additions
to the Leased Premises and alterations to the Buildings provided that it has
received the written consent and approval of the Lessor to make such
improvements or alterations. All improvements, additions, and alterations made
or installed by or on behalf of the Lessee shall immediately
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become the property of the Lessor without payment therefor by the Lessor and
remain for the benefit of the Lessor at the termination of the Lease. All
machinery, equipment, trade fixtures, removable partitions, furniture and
furnishings installed at the expense of the Lessee, prior to and during the term
of this Lease, shall remain the property of the Lessee, but the Lessee shall, at
its own cost and expense, repair any and all damage to the Leased Premises
caused by the removal thereof and restore the Leased Premises to their condition
as they originally existed prior to installation of such items, subject to usual
wear and tear.
Section 6. INSURANCE
6.1 Liability Insurance. Lessee shall, at all times during the Term of
this Lease, at Lessee's sole cost and expense, maintain in full force and effect
with one or more responsible insurance companies licensed to do business in
Massachusetts broad form public liability insurance with combined single limit
of not less than One Million ($1,00,000.00) Dollars indemnifying Lessor and
Lessee, as the named insureds, against and with respect to all claims for or
related to death and personal injury, and with limits of Two Hundred Fifty
Thousand ($250,000.00) Dollars for property damage which may be claimed to have
occurred on or from the Leased Premises or the approaches, exit ways and walks,
with contractual liability endorsements attached.
Each policy of insurance placed by the Lessee under this Lease shall
provide that it may not be cancelled without at least ten (10) days prior
written notice from the insurer to the Lessor. Any insurance carried by either
the Lessor or Lessee with respect to the Leased Premises and property therein or
occurrences thereon shall, if available, include a clause or endorsement denying
to the insurer rights of subrogation against the other party to the extent
rights have been waived by the insured prior to the occurrence of damage or
loss. Each of the Lessor and Lessee, notwithstanding any provisions of this
Lease to the contrary, hereby waives any rights or recovery against the other
for injury, loss or damage due to hazards covered by insurance containing such
clause or endorsement to the extent of the indemnification received thereunder.
6.2 Other Insurance. Lessee shall insure its goods and effects against
hazards normally insured against by lessees in businesses similar to Lessee.
6.3 Evidence of Insurance. Upon execution of this Lease and thereafter not
less than fifteen (15) days prior to the expiration dates of the expiring
policies, the Lessee shall deliver to the Lessor certificates or binders
evidencing insurance coverage as provided for in Section 6.1 and renewals
thereof.
Section 7. DAMAGE OF DESTRUCTION
7.1 In the event that the Leased Premises or any part thereof shall,
during the term of this Lease, be destroyed or damaged by fire, explosion, the
elements or other casualty, the Lessee shall give immediate notice thereof to
the Lessor, which shall thereupon cause the damage to be repaired forthwith
unless the Lease is terminated as hereinafter provided. If the Leased Premises
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or any part thereof shall have been rendered untenantable from the time of the
damage until the completion of said repair and restoration, a just and
reasonable portion of the rent shall xxxxx during such period of repair and
restoration until said repair and restoration are completed. In the event,
however, that the Leased Premises are thereby damaged by more than seventy-five
(75%) percent of the replacement cost thereof, either party may elect to
terminate this Lease within thirty (30) days of the date of such damage by
giving written notice thereof to the other party, and thereupon this Lease shall
immediately terminate, and the Lessee shall have no further obligation hereunder
other than to pay the rent accrued to the date of such damage.
Section 8. OIL, OTHER PETROLEUM PRODUCTS AND OTHER HAZARDOUS SUBSTANCES
8.1 Compliance with Environmental Laws. Lessee shall at all time and all
respects comply with all local, state, and federal laws, ordinances,
regulations, and orders (collectively "Hazardous Substances Laws") relating to
industrial hygiene, environmental protection, or the use, analysis, generation,
manufacture, disposal, or transportation of any oil, other petroleum products or
other hazardous substance defined by local, state, or federal environmental laws
or regulations.
8.2 Handling of Oil, Other Petroleum Products, and Other Hazardous
Substances. Lessee shall at its own expense procure, maintain in effect, and
comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals required for the Lessee's use of the
premises, including, without limitation, storing and disposal of oil, other
petroleum products, and other hazardous substances. Lessee shall cause at its
own expense any and all oil, other petroleum products, and other hazardous
substances generated by the Lessee or otherwise present on the Leased Premises
because of Lessee's activities to be removed and transported solely by duly
licensed haulers to duly licensed facilities for final disposal of such
materials and wastes. Lessee in all respects shall handle, treat, deal with, and
manage any and all oil, other petroleum products, and other hazardous substances
in, on, under, or about the Leased Premises in total conformity with all
applicable Hazardous Substances Laws and prudent industry practices regarding
the management of such and prudent industry practices regarding the management
of such oil, other petroleum products, and other hazardous substances. Upon
expiration or earlier termination of the term of the Lease, Lessee shall cause
all oil, other petroleum products, and other hazardous substances to be removed
from the Leased Premises (except such hazardous substances, if any, as were
located in the premises prior to the commencement of the Lessee's occupancy
thereof) and to be transported for use, storage, or disposal in accordance and
with compliance with all applicable Hazardous Substances Laws. The Lessee shall
keep all containers of oil, other petroleum products, and other hazardous
substances either inside the Buildings or at some other appropriate location
other than the Leased Premises, but in no event shall the Lessee keep any
containers with such substances outside the Buildings.
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Section 9. TAXES AND UTILITIES
9.1 Taxes. The Lessee, during the term of this Lease, shall pay when due,
but in any event prior to the accrual of any interest or penalties being added
thereto, twenty-seven (27%) percent of any and all real estate taxes and
assessments imposed by any governmental agency or political subdivision which
are levied against the Leased Premises. Lessor agrees to provide Lessee with
copies of any tax bills or notices of assessments within ten (10) days of
Lessor's receipt thereof.
9.2 Utilities. The Lessee shall pay promptly as they become due all
charges for any gas, electricity, water, fuel oil or other utility service,
commodity, or facility supplied to the Leased Premises and consumed by the
Lessee during the term of this Lease.
Section 10. INDEMNIFICATION
10.1 The Lessee hereby saves the Lessor harmless and indemnified from and
against any and all liability for damages to any person, firm or corporation
occasioned by or resulting from accidents on the Leased Premises during the term
of this Lease, caused by the negligence or fault of Lessee or its agents and
employees. Lessee shall also assume the burden and expense of defending all such
suits, whether brought before the expiration of the term of this Lease or
thereafter and commenced to recover for injuries occasioned by any such
accident. The obligation of the Lessee shall extend to both injuries to persons
and to property, and its obligation to hold Lessor harmless and indemnified
shall extend to claims arising from such accidents which are either valid or
groundless.
Section 11. ASSIGNMENT OR SUBLETTING
11.1 Assignment. The Lessee agrees that it will not assign this Lease
without the prior express written consent of the Lessor, which consent shall not
be unreasonably withheld.
11.2 Subletting. The Lessee agrees that it will not sublet the whole or
any part of the Leased Premises or permit the same to be occupied or used by any
person without first obtaining the prior express written consent of the Lessor
in each case, which consent shall not be unreasonably withheld. In the event of
such subletting, the Lessee shall remain liable to the Lessor for all Rent and
other pecuniary obligations of the Lessee set forth under the provisions of this
Lease and for the performance of all covenants herein to be performed by the
Lessee.
Section 12. USE OF THE LEASED PREMISES
12.1 The Leased Premises shall be used as a manufacturing plant for
general light manufacturing, including but not limited to the manufacture and
installation of locks and other security devices, and the marketing and sale of
such items. If the Lessee desires to use the Leased Premises for any other
purpose, it must first obtain the prior express written consent of the
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Lessor, which consent shall not be unreasonably withheld. The Lessee shall, at
its own expense. (a) promptly execute and comply with and conform to all
applicable rules, regulations, orders and requirements of any public authority;
and (b) obtain and maintain all permits, licenses, certificates and franchises
necessary for its use and occupation of the Leased Premises. Failure to obtain
or maintain the same shall not excuse the Lessee from its obligations under this
Lease.
Section 13. YIELDING UP
13.1 The Lessee, at the expiration or earlier termination of this Lease,
will remove the Lessee's property which it is entitled to remove pursuant to
Section 5.3 of this Lease, and will peaceably yield up to the Lessor the Leased
Premises, and all improvements, additions, and alterations made to or upon the
same, in a neat and clean condition reasonably free from all spilled oil, trash,
other objectionable matter and in such repair, order, and condition as the same
are in at the commencement of the term or at the time of their completion or
installation, reasonable use and wear excepted.
Section 14. ENTRY BY LESSOR
14.1 The Lessor, the Mortgagee, or their respective agents may, so often
as they desire, enter upon the Leased Premises during the term of this Lease for
the purpose of maintaining same and inspecting the same or for placing signs
thereon or offering the same for lease after the term of this Lease or for sale
of the Buildings and the real estate of which the Leased Premises are a part,
provided that such entry is made at reasonable hours and in a reasonable and
proper manner and does not unduly or unnecessarily interfere with the Lessee's
legitimate business operation.
Section 15. DEFAULT
15.1 Events of Default. The following events shall constitute Events of
Default:
(a) Any failure of the Lessee to pay the rent and/or other sums of
money payable to the Lessor as and when due and payable hereunder within ten
(10) days after notice of such failure;
(b) Any failure of the Lessee to comply with any other covenant,
provision, or condition of this Lease within ten (10) days after notice of such
failure;
(c) The Lessee is adjudged bankrupt, or makes an assignment for the
benefit of creditors, or a receiver of any property of the Lessee in or upon the
Leased Premises or for all or part of the Lessee's interest hereunder is
appointed by any action, suit or proceedings, by or against the Lessee and such
adjudication, assignment, or appointment is not vacated or annulled within sixty
(60) days; or
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(d) The interest of the Lessee in this Lessee in this Lease is sold
under execution, or other legal process.
Section 16. TERMINATION AND LESSOR'S REMEDIES
16.1 Termination.
(a) Upon the occurrence of the Event of Default specified in Section
15.1(a) (non-payment of rent), the Lessor, at its option may terminate this
Lease and the Lessee's rights hereunder by notice informing the Lessee of the
default or defaults and that the Lessor has terminated the Lease by reason of
the Lessee's default or defaults. Termination of this Lease shall be effective
upon receipt of said notice by the Lessee or three (3) days after said notice is
mailed in accordance with this Section 16.1(a), whichever occurs first.
(b) Upon the occurrence of any other Event of Default, the Lessor
may terminate this Lease in the same manner as set forth in Section 16.1(a)
above; provided, however, that termination of this Lease shall be effective ten
(10) days after said notice is sent by Lessor to Lessee.
16.2 Lessor's Xxxxxxxx.Xx the event of termination, the Lessor, or the
Mortgage in the name of Lessor, shall have any and all of the following rights
and remedies:
(a) In the event that Lessee does not comply with the provisions of
Section 13.1, to bring suit against the Lessee for summary process and
possession;
(b) To bring suit against the Lessee to recover all rent due up to
the time of termination;
(c) To relet the Leased Premises for the remainder of the term of
this Lease and recover from the Lessee any difference between the amount
obtained from such reletting and the rent herein reserved; and.
(d) To pursue any other rights it may have in law or equity against
the Lessee.
The rights and remedies set forth herein are cumulative and are set
forth by way of example and not by way of limitation or restriction. Lessee
agrees to pay all costs, expenses, and reasonable attorney's fees incurred or
expended by Lessor or the Mortgage in any action against Lessee brought pursuant
to this Section 16.2.
Section 17. EMINENT DOMAIN
17.1 In the event the Leased Premises or a substantial portion thereof is
taken under the power or eminent domain for any public or quasi-public use, then
the Lessee may terminate and
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cancel this Lease by giving Lessor notice thereof, and thereupon both parties
shall be relieved of any further obligation under this Lease, excepting that
Lessee shall fulfill all its obligations hereunder to be performed to the date
of such termination. In the event this Lease is not terminated and cancelled
after a condemnation of a portion of the Leased Premises, the rent payable by
Lessee shall be reduced by a reasonable sum directly proportioned to the total
rent in such ratio as the value of the part of the Leased Premises condemned
plus the damage to the residue shall bear to the value of the entire premises of
the Lessor of which the Leased Premises are a part.
Section 18. MISCELLANEOUS
18.1 Waiver. No failure to insist on performance in any instance of any
obligation hereunder shall be deemed a waiver of such performance, of any
subsequent performance of such obligation or of the performance of any other
obligation hereunder, and no waiver in any instance of the performance of any
obligation hereunder shall be deemed a waiver of any subsequent performance of
such obligation or of the performance of any other obligation hereunder.
18.2 Notices. For all purposes hereunder, (excepting the payment of rent),
the addresses of the parties hereto are as follows, and all notices required or
permitted hereunder shall be sent by registered or certified mail, return
receipt requested (postage prepaid) and shall be deemed received three (3)
business days after the same shall have been deposited with the U.S.
Postal Service:
LESSOR 00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx, President
LESSEE: 00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Treasurer
18.3 Merger. It is expressly understood and agreed by and between the
parties hereto that this Lease sets forth all the promises, agreements,
conditions, and understandings between Lessor and/or its agents and Lessee
relative to the Leased Premises and that there are no promises, agreements,
conditions, or understandings either oral or written, between them other than as
herein set forth.
18.4 Binding Effect. This Lease and all the covenants, provisions, and
conditions herein contained shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day and
year first written above.
RAD LOCK INC. S & S PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx, President Xxxxx Xxxxx, President
(Lessee) (Lessor)
/s/ Xxxx X. Xxxxxx /s/
------------------ --------------------------
Witness Witness
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EXHIBIT A
RAD Lock Occupancy Summary
2nd Floor
Office Space 1,450 sq ft @ $2.60 = $ 3,770
1/2 Cafeteria 300 sq ft @ $2.60 = 000
0xx Xxxxx
Manufacturing 3,528 sq ft @ $2.60 = 9,173
RAD Look Bldg
Manufacturing 5,220 sq ft @ $2.60 = 13,572
Loading Dock 320 sq ft @ $2.60 = 832
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10,818 sq ft $28,127
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2nd Floor
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1st Floor
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RAD Lock
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SUPPLEMENT
This supplements the lease made as of the 1st day of December, 1992, by
and between S & S PROPERTIES, INC., of Worcester, Massachusetts, (the "Lessor"),
and RAD LOCK, INC., a Massachusetts corporation, of Worcester, Massachusetts
(the "Lessee").
Section 3. RENT
3.1 Lessee covenants and agrees to pay supplemental rent for the
additional Leased Premises, as described in Exhibit A attached hereto, according
to the following Schedule:
The annual rate of $2.60 per square foot for 390 square feet of office
space in the Buildings for a total sum of $1,014.00 per annum, payable
each year in twelve (12) equal monthly installments of $84.50, in advance,
on the first day of each and every month.
The effective date of this supplement is to be June1, 1996.
IN WITNESS WHEREOF, the parties have hereunto set their hands this 13th
day of May, 1996.
RAD LOCK INC. S & S PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx, President Xxxxx Xxxxx, President
(Lessee) (Lessor)
/s/ Xxxx X. Xxxxxx /s/
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Witness Witness
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2nd Floor
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