Exhibit 10.11
LEASE
1. PARTIES. USTrust, LESSOR, which expression shall include its successors and
assigns, where the context so admits, does hereby lease to Xxxxx Advisors, Inc.,
a Delaware corporation, LESSEE, which expression shall include its successors
and assigns, where the context so admits, and the LESSEE hereby leases the
following described premises:
2. PREMISES. Unit A-13 (the "Unit") in the Millbrook Tarry Condominium (the
"Condominium") located at 00 Xxxxxx Xxxx, Xxxxxxx Xxxxxxxxxxxxx, and created
pursuant to a Master Deed dated January 14, 1982 recorded in the Middlesex South
Registry of Deeds at Book 14517, Page 185, as amended ("Master Deed"), together
with the right to use, in common with others entitled thereto, the hallways,
stairways and elevators necessary for access to said Unit, the lavatories
nearest thereto, and the common parking areas, sidewalks and access driveways.
3. TERM. The term of this lease shall be for thirty-nine (39) months, commencing
on January 1, 1998, and ending on March 31, 2001.
4. RENT. The LESSEE shall pay to the LESSOR rent (commencing April 1, 1998) at
the rate of $71,847.50 dollars per year, payable in advance in monthly
installments of $5,987.29. The LESSEE expressly covenants and agrees that the
payment of rent hereunder, including additional rent as hereinafter provided,
shall constitute an independent covenant of this Lease, and agrees that LESSEE
shall not withhold the payment thereof in the event of any dispute with the
LESSOR or the association of unit owners of the Condominium. The LESSEE shall
pay to the LESSOR, as additional rent (a) 5% of any monthly installment of rent
which is not paid when due; and (b) the sum of $100 for each occasion of any
check representing payment hereunder being returned as unpaid by LESSEE'S bank.
5. SECURITY DEPOSIT. Upon the execution of this lease, the LESSEE shall pay to
the LESSOR an amount equal to the first month's rent hereunder, which shall he
held as a security for the LESSEE's performance as herein provided and refunded
to the LESSEE at the end of this lease, subject to the LESSEE's satisfactory
compliance with the conditions hereof.
6. RENT ADJUSTMENT. The rent payable hereunder shall be adjusted upward by a
factor of five (5%) percent on each of the annual anniversaries of the
commencement hereof. In addition, the LESSEE shall pay to the LESSOR, as
additional rent one hundred (100%) percent of any increase in real estate taxes
levied against the Unit over those incurred or levied during the fiscal year
ending June 30, 1997. This increase shall be pro-rated should this lease
terminate before the end of any fiscal year. The LESSEE shall make payment
within THIRTY DAYS of written notice from the LESSOR than such increased taxes
are payable by the LESSOR.
7. UTILITIES. The LESSOR shall provide and pay for, LESSEE's reasonable needs
for electricity, water and sewer use, all in the manner and custom as currently
available within the Condominium, and LESSOR agrees to furnish reasonable heat
and air-conditioning to the Unit during reasonable business hours of the heating
and cooling season of each year, 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 UNIT. The LESSEE shall use the Unit only for the purpose of office
space. LESSEE agrees to keep the Unit in a clean, safe, and sanitary Condition,
to observe all municipal, state, and federal laws, ordinances, rules, and
regulations, and to abide by the Master Deed and by-laws, rules and regulations
of the Condominium, as the same may be amended ("Condominium Documents"), and
any agreements or decisions made pursuant thereto by the association of unit
owners. The LESSEE acknowledges that LESSEE has been provided with copies of the
Condominium Documents, and expressly covenants and agrees to perform all
obligations set forth therein with respect to the operation and maintenance of
the Unit and otherwise applicable to the owner thereof, and not to do or permit
to be done any act or thing in violation of thereof, nor require LESSOR to do or
perform any act or thing not authorized or permitted by the terms thereof.
9. COMPLIANCE WITH LAWS. The LESSEE acknowledges that no trade or occupation
shall be conducted in the Unit 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 Unit is situated.
10. FIRE INSURANCE. The LESSEE shall not permit any use of the Unit which will
make voidable any insurance on the property of which the Unit is 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 UNIT. The LESSEE agrees to maintain the Unit in the same
condition as it is 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 Unit to be
overloaded, damaged, stripped or defaced, or suffer any waste.
12. MAINTENANCE OF COMMON AREAS. The LESSEE acknowledges that maintenance of the
Common Areas of the Condominium is the responsibility of the Unit Owners'
Association and not that of the LESSOR. However, LESSOR agrees to take all
reasonable steps in its capacity as a Unit Owner to influence the Unit Owners
Association to make all necessary repairs to the roofs, floor slabs, exterior
walls (but not glass, doors or windows which are part of the Unit) and other
portions of the Common Areas, unless such repairs are required because of the
act, neglect or default of LESSEE or anyone claiming by, through or under LESSEE
or for whom LESSEE is responsible, in which case LESSEE shall pay the entire
cost of such repair.
13. SIGNS. LESSOR shall provide tenant signage in the atrium of the Condominium
in the style currently in use. LESSEE shall not affix any sign in or on the Unit
without LESSOR'S written consent, which consent shall not unreasonably be
withheld. All such signs shall comply
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with all applicable provisions of the Condominium Documents and all applicable
local and state governmental rules regulations and by-laws. The LESSEE shall pay
all required fees and costs incurred in connection with any necessary approvals.
14. ALTERATIONS/ADDITIONS. The LESSEE shall not make structural alterations or
additions to the Unit, but may make non-structural alterations, provided that
LESSOR consents thereto in writing, which consent shall not be unreasonably
withheld or delayed, and provided that all appropriate actions and consents are
taken and obtained by and from the association of unit owners of the
Condominium. All such allowed alterations shall be at LESSEE's expense, and
shall be in quality an least equal to the present construction. LESSEE shall not
permit any mechanics' liens or similar liens to remain upon the Unit 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 alterations or
improvements made by the LESSEE shall become the property of LESSOR at the
termination of occupancy, as provided herein.
15. ASSIGNMENT/SUBLEASING. The LESSEE shall not assign or sublet the whole or
any part of the Unit without LESSOR's prior written consent, which consent shall
not be unreasonably withheld. 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. The LESSOR may freely assign its rights
and obligations under the terms of this lease.
16. SUBORDINATION. This lease shall be subject and subordinate to any and all
mortgages and other instruments in the nature of a mortgage now or at any time
hereafter a lien or liens on the Unit, and to any future amendments to the
Condominium Documents, 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, other such instruments in the
nature of a mortgage, or such amendments to the Condominium Documents.
17. LESSOR'S ACCESS. The LESSOR or agents of the LESSOR, may, at reasonable
times, and after 24 hour advance notice, enter to view the Unit and may remove
placards and signs not approved and affixed as herein provided, and make repair
and alterations as LESSOR should elect to do, without being required to do, and
may show the Unit to others, and, at any time within THREE months before the
expiration of the term, may affix to any suitable part of the Unit a notice for
letting or selling the Unit or property of which the Unit is a part and keep the
same so affixed without hindrance or molestation.
18. INDEMNIFICATION. LESSEE agrees to indemnify and hold LESSOR (including
LESSOR's officers, directors, agents, employees, contractors and attorneys)
harmless from and against any and all claims, demands, costs (including
reasonable attorney fees), liabilities or judgments arising out of or in anyway
connected with or occasioned by (a) LESSOR's enforcement of any provision hereof
or with LESSEE's use or occupancy of the Unit or of any of the common areas of
the Condominium, or any furniture, fixtures, equipment, machinery, or other
property located in or comprising the Unit or the Condominium; (b) the use or
escape of water or by the bursting of pipes; (c) neglect in not removing snow
and ice from the roof of the Condominium or from the sidewalks bordering upon
the Condominium, or by any nuisance
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made or suffered on the Unit, unless such loss is caused by the neglect of the
LESSOR; and (d) the presence or release of any hazardous substance arising out
of LESSEE's operation of or at the Unit, whether such presence or release is
discovered during the term hereof or after such term has expired, or the
activities or other action or inaction of LESSEE and LESSEE's agents, servants,
licensees, employees and invitees in violation of any federal, state or local
environmental law, regulation or by-law.
19. ENVIRONMENTAL. LESSEE acknowledges that LESSEE has been advised of the
presence and/or release of hazardous substances on and from the premises upon
which the Condominium is located, and that the LESSEE has been advised that such
premises may, but not necessarily will be, the site of an environmental cleanup
project which could result in temporary business disruptions and unpleasant
sights, sounds and odors. LESSEE shall save LESSOR (including LESSOR's officers,
directors, agents, employees, contractors and attorneys) and the Unit Owners'
Association harmless from any and all claims, demands, costs and liabilities
arising out of or in anyway connected with or occasioned by the presence of such
hazardous substances, their release into the environment, or any such cleanup
project, including but not limited to claims, demands and liabilities concerning
personal injury, property damage or business interruption.
20. LESSEE'S LIABILITY INSURANCE. The LESSEE shall maintain with respect to the
Unit comprehensive public liability insurance in the amount of $1,000,000 with
property damage insurance in limits of $500,000, 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, on request, shall deposit with the LESSOR certificates for
such insurance at or prior to the commencement of the term, and thereafter
within THIRTY 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 THIRTY days prior written notice to each insured named therein.
21. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the Unit, or
of the Condominium 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 Unit substantially unsuitable for its
intended use, a just and proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate the lease if:
(a) The LESSOR fails to give written notice within THIRTY days of
intention to restore Unit, or
(b) The LESSOR fails to restore the Unit to a condition substantially
suitable for their intended use within NINETY 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 Unit for any taking by eminent
domain, except for damage to the LESSEE's fixtures, property or equipment.
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22. 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
FIVE 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 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 Unit, to declare the term of
this lease ended and to 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 remainder
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 obligations for the payment of money in connection therewith or in
connection with any such termination, including, but not limited to, reasonable
attorney's fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations incurred, with interest at the rate of
eighteen (l8%) percent per annum, and costs shall be paid to the LESSOR by the
LESSEE as additional rent.
23. NOTICE. Any notice from the LESSOR to the LESSEE relating to the Unit or to
the occupancy thereof, shall be deemed duly served if left at the Unit addressed
to the LESSEE, or if mailed to the Unit, registered or certified mail, return
receipt requested, postage prepaid, addressed to the LESSEE. Any notice from the
LESSEE to the LESSOR relating to the Unit 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 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 Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 marked to the attention of the Real Estate Office.
24. SURRENDER. The LESSEE shall, at the expiration or other termination of this
lease, remove all LESSEE's goods and effects from the Unit. LESSEE shall deliver
to the LESSOR the Unit and all keys, locks thereto and other fixtures connected
therewith and all alternations and additions made to or upon the Unit, 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
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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 next proceeds of such sale to the payment of any
sum due hereunder, or to destroy such property.
25. LIENS. LESSEE shall not do anything or fail to do any act which results in
the Unit becoming subject to a lien or encumbrance other than such mortgage
liens as are herein authorized, and LESSEE agrees to indemnify LESSOR from and
against any and all liability, loss, cost, and expense, including reasonable
attorney fees, LESSOR may sustain or incur by reason of any such lien or
encumbrance.
26. QUIET ENJOYMENT. Subject to any mortgages to which this lease may become
subordinate, upon paying the rent and other charges herein provided for and
performing and complying with all covenants, agreements, terms and conditions of
this lease on LESSEE's part to be performed or complied with, LESSEE shall not
be prevented from lawfully and quietly holding, occupying and enjoying the Unit
during the term of this lease, except as herein provided. Nothing contained in
paragraph 19 hereof shall be construed so as to limit LESSEE's right of quiet
enjoyment as set forth in this paragraph.
27. RIGHT OF FIRST REFUSAL. During the term of this lease, and so long as LESSEE
is not in default hereunder, LESSEE shall have the first right to lease any
other unit, or portion thereof, in the Condominium which adjoins the Unit.
LESSOR agrees that before any such space is leased to any other party, LESSOR
shall first notify LESSEE, in writing, of its intention to lease such space, and
in the notice shall identify the proposed demised premises, and the proposed
terms and conditions of the lease agreement. LESSEE shall for a period of ten
(10) days from and after the receipt of the notice have the exclusive right and
option to lease the premises upon the terms and conditions as stated by LESSOR.
After LESSEE has notified LESSOR in writing of its decision not to exercise its
first right to lease such space, or only after the time stated above for LESSEE
to exercise its option has expired, may LESSOR lease such space to any other
party.
IN WITNESS WHEREOF, the LESSOR and LESSEE have hereunto set their hands
and common seals this ____ day of ________________, 1997.
USTrust
By: /s/ [Signature Illegible]
---------------------------------
Title: Exec. X.X.
Xxxxx Advisors, Inc.
By: /s/ Xxxxx Xxxxx
---------------------------------
Xxxxx Xxxxx, President
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