EXHIBIT 10.2
1. PARTIES Xxxxxx X. Xxxx, LESSOR, which expression shall include his
heirs, successors, and assigns where the context so
admits, does hereby lease to Xxxxxxxxxxxx.xxx, Inc.,
LESSEE, which expression shall include its successors,
executors, administrators, and assigns where the context
so admits, and the LESSEE hereby leases the following
described premises:
2. PREMISE 4,500 square feet of space on the 2nd floor as shown on
the plan attached hereto and labeled Exhibit "A" located
at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx, together
with the right to use in common, with others entitled
thereto, parking facilities, hallways and stairways
necessary for access to said leased premises.
3. TERM The term of this lease shall be for a term of three (3)
years commencing on March 1, 1999 and ending on February
28, 2002, with an option to renew for a period of three
(3) years at current market value on February 28, 2002.
4. RENT The LESSEE shall pay to the LESSOR rent at the rate of
Thirty-one Thousand Five Hundred ($31,500.00) DOLLARS per
year, payable in advance in monthly installments of Two
Thousand Six Hundred Twenty-five and No/100 ($2,625.00)
DOLLARS. All rent shall be payable without offset or
deduction.
5. LAST MONTH'S Upon execution of the lease, the LESSEE shall pay to the
RENT LESSOR, the amount of Five Thousand Two Hundred Fifty and
No/100 ($5,250.00) Dollars, which shall represent payment
for first month and last month of the term.
6. UTILITIES The LESSEE shall pay, as they become due, all bills for
electricity and other utilities (whether they are used for
furnishing heat or other purposes) that are furnished to
the leased premises and presently separately metered.
LESSEE is leasing 4,500 square feet of the 80,000 square
foot building. LESSEE shall pay each month 5.6% of the
water and sewer xxxx for the building. LESSEE shall pay
LESSOR 5.6% of the reasonable cost of snow and ice removal
in each year of the term of the lease and proportionately
for any part of a year. The LESSEE shall pay LESSOR for
snow and ice removal on February 28, 2000, February 28,
2001 and February 28, 2002. LESSOR shall provide an annual
statement in reasonable detail setting forth such charges,
and will promptly provide LESSEE with copies of all bills
for the items included therein. LESSOR shall have no
obligation to provide utilities or equipment other than
the utilities and equipment within the premises as of the
commencement date of this lease. Subject to Paragraph 21,
in the event LESSEE requires additional utilities or
equipment, the installation and maintenance thereof shall
be the LESSEE'S sole obligation, provided that such
installation shall be subject to the written consent of
the LESSOR.
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7. TAXES LESSEE shall pay to LESSOR as additional rent hereunder,
when and as designated by notice in writing by LESSOR,
5.6% of the real estate taxes on the building in each year
of the term of the lease and proportionately for any part
of a fiscal year. LESSOR shall, upon request, provide to
LESSEE copies of all tax bills. If the LESSOR obtains an
abatement for any such real estate tax, a proportionate
share of such abatement, less the reasonable fees and
costs incurred in obtaining the same, if any, shall be
refunded to the LESSEE.
8. USE OF LEASED
PREMISES The LESSEE shall use the leased premises for the purpose
of research and development and for other associated and
business purposes.
9. COMPLIANCE
WITH LAWS The LESSEE acknowledges that no trade or occupation will
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. LESSEE shall be responsible for compliance with
requirements imposed by the Americans with Disabilities
Act relative to the layout of leased premises and any work
performed by the LESSEE therein.
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
A. LESSEE'S
OBLIGATIONS The LESSEE agrees to maintain the leased premises in good
condition, damage by fire and other casualty, eminent
domain and damage caused by LESSOR, its agents, employees
and contractors, 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 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, which consent
shall not be unreasonably withheld or delayed.
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X. XXXXXX'X
OBLIGATION The LESSOR agrees to maintain the structure of the
building and parking lot of which the leased premises are
a part and the utility systems within or serving the
leased premises in the same condition as it is at the
commencement of the term or as it may be put in during the
term of this lease, reasonable wear and tear, damage by
fire and other casualty only excepted, unless such
maintenance is required because of the LESSEE or those for
whose conduct the LESSEE is legally responsible.
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. 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 alterations or improvements made by
the LESSEE shall become the property of the LESSOR at the
termination of occupancy as provided herein.
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
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 such instruments in the
nature of a mortgage.
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15. LESSOR'S
ACCESS The LESSOR or agents of the LESSOR may, at reasonable
times, and upon reasonable notice enter to view the leased
premises and may remove placards and signs not approved
and affixed as herein provided, and make repairs and
alternations 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 or property of
which the leased premises are a part and keep the same so
affixed without hindrance or molestation.
16. 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 $500,000/$1,000,000 with property damage
insurance in limits of $50,000 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.
17. 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, 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
ten (10 days of intention to restore leased
premises, or
(b) The LESSOR fails to restore the leased premises
to a condition substantially similar to that which
existed immediately prior to such fire or casualty
within ninety (90) days of said fire, casualty or
taking.
In the event that the premises are not materially damaged,
the LESSOR shall be entitled to terminate this lease only
if the LESSOR simultaneously terminates leases for spaces
of substantially similar size which are similarly
affected. 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.
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18. 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 fifteen (15)
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 e 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.
LESSOR shall use his best efforts to locate another
LESSEE. 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 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 ten (10%) per cent per annum and
costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
19. NOTICE Any notice from the LESSOR to the LESSEE relating to the
leased premises or the occupancy thereof, shall be deemed
duly served, 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 at such address as the LESSOR may from time to
time advise in writing. All rent notices shall be paid and
sent to the LESSOR at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000.
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20. 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 good
condition, damage by fire eminent domain or other casualty
and damage caused by LESSOR its agents, employees and
contractors 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 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.
21. BUILD OUT LESSOR agrees to build out the premises according to the
specification shown in the plan attached hereto and
labeled EXHIBIT "B". LESSEE agrees to pay Twenty Thousand
($20,000.00) DOLLARS for the build out as follows:
(1) Ten Thousand ($10,000.00) DOLLARS, on February
19, 1999;
(2) Ten Thousand ($10,000.00) DOLLARS, upon the
execution of the lease.
If the cost of build out is more than Sixty Thousand
($60,000.00) DOLLARS, Lessee agrees to pay one-third (1/3)
of the additional costs over Sixty Thousand ($60,000.00)
DOLLARS.
22. FORCE MAJEURE In the event that the LESSOR is prevented or delayed from
making any repairs or performing any other covenant
hereunder by reason of any cause reasonably beyond the
control of the LESSOR, the LESSOR shall not be liable to
the LESSEE therefor nor, except as expressly otherwise
provided in case of casualty or taking, shall the LESSEE
be entitled to any abatement or reduction of rent by
reason thereof, nor shall the same give rise to a claim by
the LESSEE that such failure constitutes actual or
constructive eviction from the leased premises or any part
thereof.
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23. LATE CHARGE If rent or any other sum payable hereunder remains
outstanding for a period of ten (10) days, the LESSEE
shall pay to the LESSOR a late charge equal to one and
one-half percent (1.5%) of the amount due for each month
or portion thereof during which the arrearage continues.
24. LIABILITY OF
OWNER No owner of the property of which the leased premises are
a part shall be liable hereunder except for breaches of
the LESSOR'S obligations occurring during the period of
such ownership. The obligations of the LESSOR shall be
binding upon the LESSOR'S interest in said property, but
not upon other assets of the LESSOR, and no individual
partner, agent, trustee, stockholder, officer, director,
employee or beneficiary of the LESSOR shall be personally
liable for performance of the LESSOR'S obligations
hereunder.
IN WITNESS WHEREOF, the said parties hereunto set their hand s and seals
this day of , 1999.
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Xxxxxxx X. Xxxx, President Xxxxxx X. Xxxx, LESSOR
Xxxxxxxxxxxx.xxx, Inc., LESSEE
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X.X. XxXxxxxxx, Treasurer
Xxxxxxxxxxxx.xxx, Inc., LESSEE
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