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EXHIBIT 10.21
LEASE AGREEMENT
THIS LEASE AGREEMENT is made this 25 day of August, 1998, by and
between XXXXXX X. XXXXXX, XXXX X. XXXXXXXXX AND XXXXXX X. XXXXXX, doing business
as MODERN REALTY ASSOCIATES in the Town of Brookfield, Connecticut (hereinafter
referred to as Lessor), and TRIDENT INTERNATIONAL, INC., a Delaware corporation
having its office at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx, (hereinafter
referred to as Lessee).
W I T N E S S E T H:
THAT the Lessor, in consideration of the rents, terms, covenants,
conditions and agreements hereinafter reserved and contained on the part of the
Lessee to be paid, kept and performed, has granted, demised, leased and let, and
by these presents does grant, demise, lease and let, unto the Lessee, and the
Lessee does hereby take and hire from the Lessor, the premises hereinafter
described, subject to such rents, terms, covenants, conditions and agreements
which the Lessee agrees hereby to pay, keep and perform.
1. DESCRIPTION OF PREMISES.
Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor,
twelve thousand (12,000) square feet in the front of the building on the
premises hereinafter described, as more particularly shown on Exhibit A attached
hereto and made a part hereof, and the use of the right of way and the parking
rights hereinafter described (all hereinafter referred to as the "demised
premises"):
ALL THAT CERTAIN piece or parcel of land situated on the Westerly side
of Route #7 in the Town of Brookfield, shown and designated as LOT #1120 on a
certain map entitled, "Map Prepared for Xxxxx X. Xxxx, 0000-0000 Xxxxxxx Xxxx,
Xxxx xx Xxxxxxxxxx, Xxxxxx of Fairfield, State of Connecticut, February, 1977,
Revised June 29, 1977, Certified Substantially Correct, Xxxxxx X. Xxxxxxx,
R.L.S., New Milford, Conn.," which map is on file in the Office of the
Brookfield Town Clerk at Book 12, Page 32.
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TOGETHER WITH the right to pass and xxxxxx, in common with others, over
the 60-foot right of way leading from U. S. Route #7 in a generally Westerly
direction, all as shown on said map, and as shown on a copy of the pertinent
portion of said map, which is attached hereto as Exhibit B and made a part
hereof.
The demised premises are leased TOGETHER ALSO WITH twenty-six (26)
parking spaces for the exclusive use of the Lessee, its agents and employees,
which parking spaces are more specifically designated on Exhibit C attached
hereto.
2. LENGTH OF TERM/COMMENCEMENT DATE.
The term of this Lease shall be for five (5) years, commencing on
September 1, 1998, and ending on August 31, 2003 unless sooner terminated or
extended, as hereinafter provided.
3. MINIMUM RENTAL.
During each year of the term of this Lease, Lessee covenants and agrees
to pay Lessor a fixed annual rental, in lawful money of the United States,
payable in monthly installments, in advance, on the first day of each month
during the term of this Lease, at the office of the Lessor or at such other
place as Lessor may designate, without any set-off or deduction whatsoever, as
follows:
A. Commencing September 1, 1998 through August 31, 2001, the
fixed minimum annual rental shall be FIFTY-FOUR THOUSAND AND 00/00 ($54,000.00)
DOLLARS, payable in monthly installments of FOUR THOUSAND FIVE HUNDRED AND 00/00
($4,500.00) DOLLARS.
B. Commencing September 1, 2001 through August 31, 2003, the
fixed minimum annual rental shall be SIXTY THOUSAND AND 00/00 ($60,000.00)
DOLLARS, payable in monthly installments of FIVE THOUSAND AND 00/00 ($5,000.00)
DOLLARS.
Simultaneous with the execution hereof, Lessor acknowledges receipt of
the sum of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00), as payment by Lessee
of the first month's
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minimum rental due hereunder.
All adjustments of rent, costs, charges and expenses which Lessee
assumes, agrees or is obligated to pay to Lessor pursuant to this Lease shall be
deemed "Additional Rent", which Lessee covenants to pay when due. In the event
of nonpayment of such Additional Rent, Lessor shall have all the rights and
remedies with respect thereto as is herein provided for nonpayment of rent.
4. NET LEASE - TAXES/ADDITIONAL RENT.
a. Lessee shall pay, as Additional Rent:
i. Sixty percent (60%) of all real estate taxes and
assessments, and all such other charges, taxes, rents, levies and sums
of every kind or nature whatsoever, extraordinary as well as ordinary,
and whether or not now within the contemplation of the parties, as
shall, during the term herein demised, be imposed by any governmental
or public authority on, or become a lien in respect of, the demised
premises, or upon any building or appurtenance thereto or any part
thereof, or upon any sidewalk or street in front of or adjacent to the
demised premises, or which may become due and payable with respect
thereto, and any and all taxes, assessments and charges levied,
assessed or imposed upon the demised premises, in lieu or in addition
to the foregoing, under or by virtue of any present or future laws,
rules, requirements, orders, directives, ordinances or regulations of
the United States, or of the state, county or city government, or of
any municipal bureau, department or lawful authority whatsoever.
ii. All taxes, assessments, levies and charges for gas,
electricity, water and all other public utilities or similar service or
services furnished to the demised premises during the term hereof.
Lessor represents that the electricity is separately metered.
iii. All taxes and assessments which shall or may, during the
term of this Lease, be
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charged, levied, assessed or imposed upon, or become a lien upon, the
personal property of the Lessee used in the operation of the demised
premises or in connection with the Lessee's business conducted on said
premises.
b. Both at the commencement and at the expiration of the term of this
Lease, all taxes, assessments, water, water meter rents or charges, duties, and
impositions, charges for public utilities or similar services, and other
payments and charges of every kind and nature provided to be paid by Lessee
under this Paragraph 4 during the term of this Lease, whether accrued or
prepaid, as the case may be, shall be apportioned between Lessor and Lessee in
accordance with the usual practice and custom then in effect in the Town of
Brookfield.
5. LESSEE'S INSTALLATIONS.
Lessee, at its own cost and expense, shall obtain all permits and
approvals for renovations to the demised premises and shall perform all work,
and shall fully equip the demised premises with all trade equipment, lighting
fixtures, furniture, operating equipment, furnishings, fixtures, floor
coverings, exterior signs and any other equipment, necessary for the proper
operation of Lessee's business to be conducted on the demised premises. Prior to
commencing any work, however, Lessee shall submit to Lessor, for Lessor's
approval, all plans and specifications of contemplated renovations. Lessee shall
also deliver to Lessor copies of all permits, approvals and certificates of
occupancy, when obtained.
6. USE OF PREMISES.
Lessee shall use and occupy the demised premises for any use permitted
or allowed under applicable regulation of any municipal, state or federal
governmental authority.
7. FLOOR LOADS.
Lessee shall not place a load upon the floor of the demised premises
exceeding the floor load
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per square foot area which such floor was designed to carry and which is allowed
by law. Lessor reserves the right to prescribe reasonable regulations with
respect to weight of all machinery which must be placed, so as to distribute the
weight. Lessee's machines and mechanical equipment shall be placed and
maintained by Lessee, at Lessee's expense, in settings sufficient, in Lessor's
reasonable judgment, to absorb and prevent vibration, noise and annoyances.
Lessor agrees that in any leases with other tenants in the building,
executed after the date hereof, he will impose the same requirements as herein
contained and will use his reasonably best efforts to cause other tenants to
comply with the conditions. Lessor shall not, however, be required to institute
legal proceedings to enforce such compliance. Any dispute with respect to
Lessee's compliance herewith or Lessor's efforts to prevent tenants from causing
vibration, noise or annoyances, shall be determined by arbitration, in
accordance with the provisions of this Lease.
8. COMMON AREAS.
Lessee shall have the right to use the common areas and facilities in
or about the building of which the demised premises are a part, in common with
other tenants of said building. All such common areas and facilities which
Lessee may be permitted to use are to be used under a revocable license, and if
any such license be removed, or if the amount of such areas be changed or
diminished, Lessor shall not be subject to any liability, nor shall Lessee be
entitled to any compensation or diminution or abatement of rent, nor shall
revocation or diminution of such areas be deemed constructive or actual
eviction.
All common areas and other facilities in, about or appurtenant to the
building of which the demised premises are a part provided by Lessor shall be
subject to the exclusive control and management of Lessor. Lessor shall have the
right to construct, maintain and operate lighting and other facilities on all
said areas and improvements; to police the same; to change the area, level,
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location and arrangement of parking areas and other facilities; to restrict
parking by tenants, their officers, agents and employees; to close temporarily
all or any portion of the parking areas or facilities to discourage non-customer
parking. Lessor shall operate and maintain the common facilities in such manner
as Lessor, in his discretion, shall determine, provided, however, that the same
shall not disturb Lessee's reasonable rights of ingress to and egress from the
demised premises.
9. COST OF MAINTENANCE OF COMMON AREAS.
Lessee shall pay sixty percent (60%) of the operating costs of the
common areas of and facilities in the building of which the demised premises are
a part. "Operating costs" shall mean the total cost and expense incurred in
operating and maintaining the common facilities, including, without limitation,
gardening and landscaping, repairs, line painting, lighting, sanitary control,
removal of snow, and the cost of personnel to implement such services, and in
directing parking and policing the common facilities. "Common facilities and
common areas", whether such terms are used individually or collectively, shall
mean all areas, space, equipment, signs and special services, whether provided
by Lessor or Lessee, for the common or joint use and benefit of the occupants of
the building, their employees, agents, servants, customers and other invitees,
including, without limitation, parking areas, access roads, driveways, retaining
walls, landscaped areas, truck serviceways or tunnels, loading docks, pedestrian
malls (enclosed or open), courts, stairs, ramps and sidewalks, comfort and
first-aid stations, washrooms and parcel pick-up stations. Lessee shall be
responsible for the removal of its own trash, rubbish, garbage and other refuse.
10. UTILITIES.
The Lessor represents that the demised premises are presently serviced
by water, sewer, oil and electricity, but Lessor shall not be liable for any
failure of any water supply or electric current or any service by any such
utility.
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The Lessee shall pay all charges for water, gas, electricity, light,
heat, power and/or other services used or charges imposed in or about or
supplied to the demised premises, and shall indemnify the Lessor against any and
all liability on such account.
11. WAIVER OF DAMAGE.
The Lessor shall not be liable for any damage or injury to any property
or person (including death) resulting from steam, gas, electricity, water, rain
or snow which may flow or leak from any part of the building of which the
demised premises are a part, or from any pipes, appliances or plumbing works of
the same, or from the street or subsurface, or from any other place, or from
interference with light or other incorporeal hereditaments or easements, or by
reason of the break or leakage or obstruction of the water or soil pipes, or any
other leakage in or about said premises, however caused, except if due to the
affirmative acts of the Lessor; nor for any damage or injury which may be
sustained as a result of the carelessness, negligence or improper conduct on the
part of the Lessee, or any other tenant, their agents, servants or employees.
12. CONSTRUCTION OF ADDITIONAL FACILITIES.
The Lessor, without liability of any kind to the Lessee, at any time,
may construct additional buildings and change, alter, remodel or remove any of
the improvements, or enlarge or reduce the parking area of the demised premises,
or alter, change or add to said premises, close off, enlarge or decrease the
size or change the location of any skylight, window, door or opening in or about
said premises, or said additional buildings, provided that, at all times, there
shall be provided a public entry way to said premises, and provided, further,
that the same does not interfere with Lessee's use of said premises and its
parking rights in any way whatsoever, and shall not disturb Lessee's reasonable
rights of ingress to and egress from the demised premises.
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13. LESSOR'S RIGHT OF ENTRY.
The Lessor, his agents and representatives, at all reasonable times,
may enter the demised premises for the purpose of (i) inspection thereof, (ii)
making repairs, replacements, alterations or additions to the same, without
imposing any obligation upon the Lessor hereunder, and (iii) exhibiting said
premises to prospective tenants, purchasers, or other persons.
14. REPAIRS.
The Lessor, at his sole cost and expense, shall maintain and keep in
good condition, the roof, exterior and supporting walls of the building housing
the demised premises, and the Lessee shall, at his sole cost and expense,
effectuate major maintenance and repairs on the heating system, electrical,
plumbing, sewer, water supply and any air-conditioning systems, except
compressor, and power plant for heating system within the demised premises. In
addition, the Lessee, at his sole cost and expense, whether the same shall be
the property of the Lessee or Lessor, shall promptly repair and at all times
maintain in good condition the interior of the demised premises, including any
office, and shall make all other repairs to the interior thereof, including
those necessary on the electrical fixtures, equipment, electrical installation,
plumbing and plumbing equipment, heating and air-conditioning equipment and
fixtures, machinery, hardware, interior painting and decorations of every kind,
all door and window screens, and replace all broken or damaged glass, including
window glass and plate glass. All such repairs and replacements shall be made
only by persons approved, in advance, by the Lessor.
15. STRUCTURAL CHANGES/ALTERATIONS.
The Lessee shall make no structural changes or major interior changes
or alterations to the demised premises, or to the building of which the demised
premises are a part, without the express written consent of the Lessor, which
consent shall not be unreasonably withheld.
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16. FIRE CLAUSE.
a. If the demised premises shall be destroyed or so injured by any
cause as to be unfit, in whole or in part, for occupancy, and such destruction
or injury could reasonably be repaired within sixty (60) days from the happening
of such destruction or injury, then Lessee shall not be entitled to surrender
possession of the demised premises, nor shall Lessee's liability to pay rent
under this Lease cease, without the mutual consent of the parties hereto, but in
case of any such destruction or injury, Lessor shall repair the same with all
reasonable speed and shall complete such repairs within sixty (60) days from the
happening of such damage or injury, and if, during such period, Lessee shall be
unable to use all or any portion of the demised premises, a proportionate
allowance shall be made to Lessee from the rent, corresponding to the time
during which and to the portion of the demised premises of which Lessee shall be
so deprived of the use on account thereof.
b. If such destruction or injury cannot reasonably be repaired within
sixty (60) days from the happening thereof, Lessor shall notify Lessee within
twenty (20) days after the happening of such destruction or injury whether or
not Lessor will repair or rebuild. If Lessor elects not to repair or rebuild,
this Lease shall be terminated. If Lessor shall elect to repair or rebuild,
Lessor shall specify the time within which such repairs or reconstruction will
be completed, and Lessee shall have the option, within ten (10) days after the
receipt of such notice, to elect either to terminate this Lease and further
liability hereunder or to extend the term of the Lease by a period of time
equivalent to the time from the happening of such destruction or injury until
the demised premises are restored to their former condition. In the event Lessee
elects to extend the term of this Lease, Lessor shall restore the demised
premises to their former condition within the time specified in the notice, and
Lessee shall not be liable to pay rent for the period from the time of such
destruction or injury until the demised premises are so restored to their former
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condition.
c. Both the Lessor and Lessee hereby waive and relinquish any and all
rights which each may have against the other on account of any claims for
damages resulting from a loss to property owned by the other, it being the sole
intention of the parties to eliminate the right of either party to a subrogation
of his own rights to his insurance company.
17. INSURANCE.
During the term of this Lease, and any renewal thereof, the Lessor
shall carry and maintain on the entire building of which the demised premises
are a part, in amounts sufficient, in the sole opinion of Lessor, to adequately
protect the interests of the Lessor and Lessee, and the Lessee shall pay to
Lessor, as additional rent, sixty percent (60%) of the annual premiums for, the
following types of insurance:
a. All inclusive fire and extended coverage insurance covering said
premises against loss or damage by fire and against loss or damage by other
risks now or hereafter embraced by "extended coverage", so-called, in amounts
sufficient, in the opinion of the Lessor, to prevent the Lessor or the Lessee
from becoming co-insurer under the terms of the applicable policies.
b. Comprehensive public liability insurance, including property damage,
insuring the Lessor and the Lessee against liability for injury to persons or
property occurring in or about said premises or arising out of the ownership,
maintenance, use or occupancy thereof.
c. Rent or rental value insurance against loss of rent or rental value
due to fire, including extended coverage endorsement, in an amount equal to the
annual rent for said premises, plus the estimated amount of real estate taxes
payable thereon.
All policies of insurance (except liability insurance) shall provide,
by endorsement, that any loss shall be payable to the Lessor, Lessee, or any
Mortgagee, as their respective interests may
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appear.
18. SIGNS, ETC.
Lessee shall not permit, allow or cause to be erected, installed,
maintained, painted or displayed on, in or at the demised premises, or any part
thereof, any exterior or interior signs, lettering, placards, announcements,
decoration, advertising media or advertising material of any kind whatsoever,
visible from the exterior of said premises, without the prior written approval
of the Lessor, provided, however, that, subject to compliance with all other
applicable provision hereof, Lessee may display merchandise and advertising
media within said premises. Lessee shall not permit, allow or cause to be used
in or at said premises any advertising media or device, such as phonographs,
radios, public address systems, sound production or reproduction devices,
mechanical or moving display devices, motion pictures, television devices,
excessively bright lights, changing, flashing, flickering or moving lights or
lighting devices, or any similar devices, the effect of which shall be visible
or audible from the exterior of said premises.
In all respects, the Lessee shall comply with any and all applicable
rules and regulations concerning the erection and maintenance of signs within
the Town of Brookfield, and shall pay for all costs connected with the obtaining
of any necessary permits relative thereto.
19. ACCEPTANCE OF PREMISES.
The Lessee shall examine the demised premises before taking possession,
and the Lessee's entry into possession shall constitute conclusive evidence
that, as of the date thereof, said premises were in good order and satisfactory
condition.
20. MAINTENANCE OF PREMISES AND ABUTTING AREAS.
Lessee shall not permit, allow or cause any act or deed to be performed
or any practice to be adopted or followed in or about the demised premises which
shall cause or be likely to cause injury
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or damage to any person or to said premises or to the sidewalks and pavements
adjoining the building of which the demised premises are a part. Lessee, at all
times, shall keep said demised premises, and its appurtenances, in a neat and
orderly condition and clean and free from rubbish, dirt and other miscellaneous
items and accumulations.
21. NUISANCES.
The Lessee shall not permit, allow or cause any noxious or disturbing
odors, fumes, gas, noise or any smoke, dust, steam or vapors, or conduct sound
or cause vibration to originate in or to be emitted from the demised premises.
The Lessee will be manufacturing and bottling inks on the premises.
22. RODENTS, ETC.
The Lessee shall keep the demised premises clear and free of rodents,
bugs, vermin and, at the request of the Lessor, Lessee shall participate and
cooperate in carrying out any program of extermination that Lessor may
reasonably direct, and the Lessee shall bear the reasonable cost thereof,
regardless of whether or not any portion of the demised premises shall have been
sublet by Lessee.
23. HOUSEKEEPING.
The Lessee shall not use or permit the use of any portion of the
demised premises as sleeping or living quarters or as lodging rooms, or keep or
harbor therein any live animals, fish or birds, or use the same for any illegal
purpose. Lessee shall not permit, allow or cause any sinks, toilets or urinals
in said premises to be used for any purpose except that for which they were
designed and installed, and the expense of repairing any breakage or damage or
removal of any stoppage resulting from a contrary use thereof shall be paid by
Lessee. Lessee shall maintain the windows in a clean, neat and orderly
condition, and keep the glass thereof clean, and shall store all trash, rubbish
and
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garbage within said premises, and shall provide for the prompt and regular
removal thereof for disposal outside the area of the demised premises or as
directed by the Lessor. Lessee shall not burn or otherwise dispose of any trash,
waste, rubbish or garbage in or about the demised premises. Lessee agrees to
permit no waste of the property, but on the contrary, to take good care of same
and, upon termination of this Lease, to surrender possession of same, without
notice, in as good condition as at the commencement of the term or as they may
be put in during the term, as reasonable use thereof will permit. Lessee shall
have the right to place and maintain an outside dumpster.
24. OPTION TO RENEW.
The Lessee shall have the right and option of extending this Lease for
one (1) further successive term of five (5) years, subject to all the terms,
covenants and conditions of this Lease, upon Lessee notifying Lessor, in
writing, of his election to renew, at least six (6) months prior to the
expiration of the original term of this Lease.
However, during each of said renewal terms, Lessee agrees to pay to
Lessor an annual rental as follows:
A. Commencing September 1, 2003 through August 31, 2004, the fixed
minimum annual rental shall be SIXTY-SIX THOUSAND AND 00/00 ($66,000.00)
DOLLARS, payable in monthly installments of FIVE THOUSAND FIVE HUNDRED AND 00/00
($5,500.00) DOLLARS.
B. Commencing September 1, 2004 and annually thereafter, the fixed
minimum annual rental shall be computed as follows:
a. "The United States Bureau of Labor Statistics Price Items For The
City Of New York", hereinafter Index For All referred to as the "Index", shall
be used to determine the annual rent payable to Lessor during the renewal terms.
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b. The Index for the average first six (6) months of the
original term or first renewal term of this Lease, as the case may be, shall be
used as a denominator; the Index for the average last six (6) months of such
original term or first renewal term shall be used as a numerator; this fraction
shall be multiplied by the fixed minimum annual rent paid during the term being
renewed. The resulting amount shall be the amount of the annual rent payable
during the renewal term in question, except that it shall not be less than the
fixed minimum annual rent paid during the term being renewed.
25. SECURITY DEPOSIT.
Lessee, upon or prior to the execution hereof, has deposited with the
Lessor the sum of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00), receipt of
which is hereby acknowledged by the Lessor, as security for the faithful
performance and observance by Lessee of the terms, provisions and conditions of
this Lease. It is agreed that in the event Lessee defaults in respect of any of
the terms, provisions and conditions of this Lease, including, but not limited
to, the payment of minimum and/or additional rent, Lessor may use, apply or
retain the whole or any part of the security so deposited to the extent required
for the payment of any minimum and/or additional rent or any other sum as to
which Lessee is in default, or for any sum which Lessor may expend or may be
required to expend by reason of Lessee's default in respect of any of the terms,
covenants and conditions of this Lease, including, but not limited to, any
damages or deficiency in the re-letting of the demised premises, whether such
damages or deficiency accrued before or after summary proceedings or other
re-entry by Lessor.
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In the event that Lessee shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this Lease, the security
shall be returned to Lessee at the expiration of the term of this Lease, or any
renewal thereof, and after delivery of entire possession of the demised premises
to the Lessor.
26. LESSOR'S COVENANTS.
Lessor covenants and warrants that he is the owner of the demised
premises and the property of which they are a part, has full right and authority
to execute and perform this Lease and to grant the estate demised herein, and
covenants that the Lessee, on performance of his obligations hereunder, shall
peaceably and quietly hold and enjoy the demised premises throughout the term of
this Lease or any renewal thereof.
27. EMINENT DOMAIN.
The parties hereto agree that should the demised premises, or any
substantial part thereof, be taken or condemned by a competent authority for
public or quasi-public use, then, and in such event, this Lease shall cease and
terminate and come to an end as of the time of such actual taking, and the rent
shall be paid up to such time of actual taking, and, then and thenceforth, all
obligations of the parties hereunder, the one to the other, shall cease and
terminate. It is expressly agreed that the Lessee shall not be entitled to any
part or award by way of condemnation appeal therefrom, or settlement which may
be obtained by the Lessor as a result of such taking, except any award for
Lessee's fixtures and equipment, nor shall the Lessee have any right to appear
as a party in any condemnation proceeding or appeal therefrom. Nothing herein
contained, however, shall preclude the Lessee from seeking a separate award for
Lessee's relocation expenses and the like.
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28. CONDUCT OF LESSEE.
Lessee, at all times, shall fully and promptly comply with all laws,
ordinances, orders and regulations of any lawful authority having jurisdiction
of the demised premises, which shall relate to the cleanliness, safety,
occupation and use of said premises, and the nature, character and manner of
operation of the business conducted in or at said premises, or the adoption or
use of any sales promotion devices or practices as shall attempt to mislead or
deceive the public, or which, directly or indirectly, would attempt to detract
from or impair the reputation or dignity of said business, said premises or the
general reputation or dignity of any business of others conducted in the entire
building of which the demised premises are a part.
29. ASSIGNMENT AND SUBLETTING.
Lessee shall not assign, or in any manner transfer, this Lease or any
estate, interest or benefit therein, or sublet the demised premises, or any part
or parts thereof, or permit the use of the same, or any part thereof, by anyone
other than the Lessee, without the prior written consent of the Lessor, which
will not be unreasonably withheld. Consent by the Lessor to any assignment or
transfer of interest under this Lease or subletting of said premises, or any
part thereof, shall be limited to the instance stated, and such written consent
shall not constitute consent to any other assignment, transfer of interest or
subletting, nor shall such consent relieve the Lessee of any of his obligations
hereunder.
30. BANKRUPTCY.
If, at any time during the term hereby demised, a petition shall be
filed in bankruptcy by or against the Lessee, or if the Lessee shall make an
assignment for the benefit of creditors, or a receiver shall be appointed over
the assets of the Lessee, whether by voluntary or involuntary act, or if an
attachment, lien or execution shall be levied upon the assets of the Lessee
located in the
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demised premises, and such attachment shall not be released within thirty (30)
days after levy, then, upon the happening of any of the aforesaid events and at
the option of the Lessor, this Lease shall expire and terminate with the same
force and effect as if the time of the happening of any such event were the date
fixed herein for the expiration of the term of this Lease. It is further
stipulated and agreed that in the event of the termination of the term of this
Lease by the happening of any such events, Lessor shall forthwith, upon such
termination, and any other provision of this Lease to the contrary
notwithstanding, become entitled to recover as and for liquidated damages caused
by such breach of the provisions of this Lease an amount equal to the difference
between the then cash value of the rent reserved hereunder for the unexpired
portion of the term hereby demised and the then cash rental value of the demised
premises for such unexpired portion of the term hereby demised, unless the
statute which governs or shall govern the proceeding in which such damages are
to be proved limits or shall limit the amount of such claim capable of being so
proved, in which case, the Lessor shall be entitled to prove as and for
liquidated damages an amount equal to that allowed by and under any such
statute. The provisions of this paragraph shall be without prejudice to the
Lessor's right to prove, in full, damages for rent accrued prior to the
termination of this Lease, but not paid. The provisions of this Lease shall be
without prejudice to any rights given to Lessor by any pertinent statute to
prove for any amounts allowed thereby.
In making any such computation, the then cash rental value of the
demised premises shall be deemed, prima facie, to be the rental realized upon
any reletting, if such reletting can be accomplished by the Lessor within a
reasonable time after such termination of this Lease, and the then present cash
value of the future rents hereunder reserved to the Lessor for the unexpired
portion of the term hereby demised shall be deemed to be such sum, invested at
the rate of six percent (6%) simple interest, as will produce the future rent
over the period of time in question.
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31. LESSEE'S DEFAULT.
The happening of any one or more of the following listed events
(hereinafter referred to as "Event of Default"), shall constitute a breach of
this Lease on the part of the Lessee:
a. The failure of the Lessee to pay any rent payable hereunder,
including, but not limited to, any additional rent or payments of money required
hereunder, and the continued failure to pay the same for ten (10) days or more
after mailing of written notice of such failure by Lessor; and
b. The failure of the Lessee to fully and promptly perform any act
required of him in the performance of this Lease or to otherwise comply with any
term or provision hereof, within a reasonable time after mailing of written
notice of such failure by Lessor.
Upon the happening of any Event of Default, Lessor, if he shall elect,
may (i) collect each installment of rental hereunder as and when the same
matures, or (ii) Lessor, or any other person by his order, may re-enter the
demised premises without process of law and without being liable to any
prosecution therefor, and may either elect to terminate this Lease, or if the
Lessor desires not to terminate this Lease but to terminate the right to
possession and occupancy and relet the demised premises to any person, firm or
corporation, as the agent of the Lessee or otherwise, for whatever rent he shall
obtain, apply the avails of such reletting first to the payment of such expenses
as the Lessor may incur in the re-entering and reletting of the same and then to
the payment of the rent due hereunder and the fulfillment of Lessee's covenants,
and pay over to the Lessee the balance, if any; and in case of its deficiency,
the Lessee shall remain liable therefor. Lessee agrees to pay a reasonable
attorney's fee and all costs, if it becomes necessary for Lessor to employ an
attorney to collect any of the rent or enforce any of the provisions of this
Lease, and any other cost of retaking or reletting said premises, including, but
not limited to, the payment of a commission for brokerage.
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32. ARBITRATION.
Any and all disputes, disagreements, claims or questions arising out of
this Lease or from the breach hereof shall be submitted to arbitration in
Brookfield, Connecticut, pursuant to and in accordance with the rules and
procedures of the American Arbitration Association then appertaining, and any
judgment upon the award rendered may be entered in the Court of the forum, state
or federal, having jurisdiction. It is mutually agreed that the decision of the
arbitrators shall be a condition precedent to any right of legal action that
either party may have against the other.
33. WAIVER OF SUMMARY PROCESS.
And it is further agreed between the parties hereto that whenever this
Lease shall terminate, either by lapse of time or by virtue of any of the
express stipulations herein, the Lessee waives all right to any notice to quit
possession, as prescribed by the statute relating to summary process.
34. HOLDING OVER.
And it is further agreed that in case the Lessee shall, with or without
the written consent of the Lessor endorsed hereon or on a duplicate hereof, at
any time hold over the demised premises beyond the period herein specified as
the termination of this Lease, then the Lessee shall hold said premises upon the
same terms and under the same stipulations and agreements as are in this Lease
contained, and no holding over by the Lessee shall operate to renew this Lease,
nor to create any tenancy.
35. NOTICES.
Any and all notices or the exercise of any option rights called for or
required by any provision of this Lease, unless specifically described herein,
shall be in writing, and shall be delivered to the respective parties by
certified mail, return receipt requested, at the following addresses:
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c. To the Lessor: Modern Realty Associates
c/o Xxxxxx X. Xxxxxx
Tower Realty Corp.
P. O. Xxx 0000
Xxxxxxxxxx, XX 00000
B. To the Lessee: Trident International, Inc.
c/o J. Xxx Xxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Such addresses may be changed by either party by notifying the other
party in the manner required for notice.
36. WAIVER.
The failure of the Lessor to insist upon strict performance of any of
the covenants or conditions of this Lease, or to exercise any option herein
conferred to any one or more instance, shall not be construed as a waiver or
relinquishment of any such covenants, conditions or options, but the same shall
be and remain in full force and effect.
37. SUBORDINATION.
It is further agreed that this Lease shall not be a lien against the
demised premises in respect to any mortgages that are now or hereafter may be
placed against said premises, and the recording of such mortgage or mortgages
shall have preference and precedence, regardless of the date of record. Lessor
will, however, attempt, in good faith, to secure a non-disturbance agreement
from any future mortgagee. Lessee further agrees to execute any document
requested by Lessor to evidence or further effectuate this provision of this
Lease, and failing such execution, Lessee shall be liable to Lessor for all
damages, including reasonable attorney's fees, incurred by Lessor as a result of
such refusal. The term "mortgage" shall include each and every form and type of
security instrument. It is further understood and agreed that reference to the
execution of an additional
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instrument or evidence of subordination is not necessary for this subordination
to be effective.
38. BROKER.
The Lessee represents, to the best of its knowledge, that Tower Realty
Corp. was the procuring cause of this Lease and that no other brokers or agents
participated in bringing it about, and the Lessor, in reliance thereon, hereby
agrees to pay a commission for such services in an amount and in the manner
agreed upon between said broker and the Lessor.
39. BINDING EFFECT.
This Lease, together with any and all addenda or amendments hereto,
shall inure to the benefit of the respective parties hereto, their heirs,
personal representatives, successors or assigns (provided that any assignment by
the Lessee shall be effective only if made in strict accordance with the terms
of this Lease).
Signature page follows.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
on the day and year first above written.
LESSOR:
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxxxx
----------------------------------------
XXXX X. XXXXXXXXX
all d/b/a Modern Realty Associates
LESSEE:
TRIDENT INTERNATIONAL, INC.
By: /s/ J. Xxx Xxxxx
------------------------------------
J. Xxx Xxxxx, Vice President
duly authorized
This lease is subject to completion of the following items:
1. Final zoning approval by Brookfield Zoning Department
2. Satisfactory removal of underground oil tank and installation of double wall,
above ground oil tank.
3. Clean up of yard to Lessee's satisfaction.
4. Replacement of overhead door at Lessor's expense.
5. Repair of roof at Lessor's expense.
Lease is cancelable if not completed within 90 days.
