EXHIBIT 10.7
FROM THE OFFICE OF
Stonegate Group
STANDARD FORM COMMERCIAL LEASE
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1. PARTIES 0-0 Xxxxxxxx Xxxxxx Realty Trust
(fill in) LESSOR, which expression shall include its heirs, successors, and assigns
where the context so admits, does hereby lease to Brightec, Inc.
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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:
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2. PREMISES 0 X Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
(fill in and first floor, +/- 1400 square feel in building C.
include, if
applicable, suite
number, floor
number, and square
feet)
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together with the right to use in common, with others entitled thereto,
the hallways, stairways, and elevators, necessary for access to said
leased premises, and lavatories nearest thereto.
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3. TERM The term of this lease shall be for eighteen (18) months commencing on March 1, 2004
(fill in) and ending on August 31st, 2005.
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4. RENT The LESSEE shall pay to the LESSOR fixed rent at the rate of $23,296.00 dollars per
(fill in) year, payable in advance in monthly installments of 1,983.00, subject to proration in
the case of any partial calendar month. All rent shall be payable without offset or
deduction.
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5. SECURITY Upon the execution of this lease, the LESSEE shall pay to the LESSOR the amount of
DEPOSIT 1,983.00 dollars, which shall be held as a security for the LESSEE's performance as
(fill in) herein provided and refunded to the LESSEE at the end of this lease, without
interest, subject to the LESSEE's satisfactory compliance with the conditions hereof.
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6. RENT If in any tax year commencing with the fiscal year 2005, the real estate taxes on the
ADJUSTMENT land and buildings, of which the leased premises are a part, are in excess of the
amount of the real estate taxes thereon for the fiscal year 2004 (hereinafter called
the "Base Year"), LESSEE will pay to LESSOR as additional rent hereunder, when and as
A. TAX designated by notice in writing by LESSOR, 100 per cent of such excess that may occur
ESCALATION in each year of the term of this lease or any extension or renewal thereof and
(fill in proportionately for any part of a fiscal year. If the LESSOR obtains an abatement of
or delete) any such excess 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.
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B. OPERATING
COST Not Applicable
ESCALATION
(fill in or
delete)
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C. CONSUMER
PRICE Not Applicable
ESCALATION
(fill in or
delete)
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(2) Commencing as of the first anniversary of the term commencement date, there
shall be an adjustment (hereinafter referred to as "Adjustment") in the fixed rent
calculated by multiplying the fixed rent set forth in Article 4 by a fraction, the
numerator of which shall be the Price Index for the month of ____________________
and the denominator of which (for each such fraction) shall be the Base Price
Index; PROVIDED, HOWEVER, no Adjustment shall reduce the fixed rent as previously
payable in accordance with this Article or Article 4.
(3) In the event the Price Index ceases to use the 1982-84 average of 100 as the
basis of calculation, or if a substantial change is made in the terms or number of
items contained in the Price Index, then the Price Index shall be adjusted to the
figure that would have been arrived at had the manner of computing the Price Index
in effect at the date of this lease not been changed.
7. 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, and all bills
for fuel furnished to a separate tank servicing the leased premises exclusively.
The LESSOR agrees to provide all other utility service and to furnish reasonably
"delete "air hot and cold water and reasonable heat and air conditioning* (except to the extent
conditioning" that the same are furnished through separately metered utilities or separate fuel
if not tanks as set forth above) to the leased premises, the hallways, stairways,
applicable elevators, and lavatories during normal business hours on regular business days of
the heating and air conditioning* seasons of each year, to furnish elevator
service and to light passageways and stairways during business hours, and to
furnish such cleaning service as is customary in similar buildings in said city or
town, all subject to interruption due to any accident, to the making of repairs,
alterations, or improvements, to labor difficulties, to trouble in obtaining fuel,
electricity, service, or supplies from the sources from which they are usually
obtained for said building, or to any cause beyond the LESSOR's control.
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. 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.
8.USE OF The LESSEE shall use the leased premises only for the purpose of office use.
LEASED PREMISES
(fill in)
9.COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be conducted in the
WITH LAWS 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. Without limiting the
generality of the foregoing (a) the LESSEE shall not bring or permit to be brought
or kept in or on the leased premises or elsewhere on the LESSOR's property any
hazardous, toxic, inflammable, combustible or explosive fluid, material, chemical
or substance, including without limitation any item defined as hazardous pursuant
to Chapter 21 E of the Massachusetts General Laws; and (b) the LESSEE shall be
responsible for compliance with requirements imposed by the Americans with
Disabilities Act relative to the layout of the leased premises and any work
performed by the LESSEE therein.
10. FIRE The LESSEE shall not permit any use of the leased premises which will make
INSURANCE 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 The LESSEE agrees to maintain the leased premises in good condition, damage by
fire and other casualty only excepted, and whenever necessary, to replace plate
glass and other glass therein, acknowledging that the leased premises are now in
good order and the glass whole. The LESSEE shall not permit the leased premises to
A. LESSEE'S be overloaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall
OBLIGATIONS obtain written consent of LESSOR before erecting any sign on the premises.
The LESSOR agrees to maintain the structure of the building of which the leased
premises are a part in the same condition as it is at the commencement of the term
X. XXXXXX'X or as it may be put in during the term of this lease, reasonable wear and tear,
OBLIGATIONS 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 The LESSEE shall not make structural alterations or additions to the leased
- ADDITIONS premises, but may make non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be unreasonably withheld or delayed.
All such allowed alterations shall be at LESSEE's expense and shall be in quality
at least equal to the present construction. LESSEE shall not permit any mechanics'
liens, or similar liens, to remain upon the leased premises for labor and material
furnished to LESSEE or claimed to have been furnished to LESSEE in connection with
work of any character performed or claimed to have been performed at the direction
of LESSEE and shall cause any such lien to be released of record forth-with
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.
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13. ASSIGNMENT - The LESSEE shall not assign or sublet the whole or any part of the leased premises
SUBLEASING without LESSOR's prior written consent. 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.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable times, enter to view the
ACCESS leased premises and may remove placards and signs not approved and affixed as
herein provided, and make repairs and alterations as LESSOR should elect to do and
may show the leased premises to others, and at any time within three (3) months
before the expiration of the term, may affix to any suitable part of the leased
premises a notice for letting or selling the leased premises or property of which
the leased premises are a part and keep the same so affixed without hindrance or
molestation.
16. INDEMNI The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
FICATION anything occurring on the leased premises unless caused by the negligence or
AND LIABILITY misconduct of the LESSOR, and from all loss and damage wherever occurring
occasioned by any omission, fault, neglect or other misconduct of the LESSEE. The
removal (fill in) of snow and ice from the sidewalks bordering upon the leased
premises shall be lessors responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the leased premises and the property of
LIABILITY which the leased premises are a part comprehensive public liability insurance in
INSURANCE the amount of 1,000,000.00 with property damage insurance in limits of
(fill in) 1,000,000.00 in responsible companies qualified to do business in Massachusetts
and in good standing therein insuring the LESSOR as well as LESSEE against injury
to persons or damage to property as provided. The LESSEE shall deposit with the
LESSOR certificates for such insurance at or prior to the commencement of the
term, and thereafter within thirty (30) days prior to the expiration of any such
policies. All such insurance certificates shall provide that such policies shall
not be cancelled without at least ten (10) days prior written notice to each
assured named therein.
18. FIRE Should a substantial portion of the leased premises, or of the property of which
CASUALTY - they are a part, be substantially damaged by fire or other casualty, or be taken
EMINENT by eminent domain, the LESSOR may elect to terminate this lease. When such fire,
DOMAIN casualty, or taking renders the leased premises substantially unsuitable for their
intended use, a just and proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice within thirty (30) days of
intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within ninety (90)
days of said fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which the
LESSEE may have for damages or injury to the leased premises for any taking by
eminent domain, except for damage to the LESSEE's fixtures, property, or
equipment.
19. DEFAULT In the event that:
AND (a) The LESSEE shall default in the payment of any installment of rent or other
BANKRUPTCY sum herein specified and such default shall continue for ten (10) days after
(fill in) written notice thereof; or
(b) The LESSEE shall default in the observance or performance of any other of
the LESSEE's covenants, agreements, or obligations hereunder and such default
shall not be corrected within thirty (30) days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent according to law, or, if
any assignment shall be made of LESSEE's property for the benefit of creditors,
then the LESSOR shall have the right thereafter, while such default continues, to
re-enter and take complete possession of the leased premises, to declare the term
of this lease ended, and remove the LESSEE's effects, without prejudice to any
remedies which might be otherwise used for arrears of rent or other default. The
LESSEE shall indemnify the LESSOR against all loss of rent and other payments
which the LESSOR may incur by reason of such termination during the residue of the
term. If the LESSEE shall default, after reasonable notice thereof, in the
observance or performance of any conditions or covenants on LESSEE's part to be
observed or performed under or by virtue of any of the provisions in any article
of this lease, the LESSOR, without being under any obligation to do so and without
thereby waiving such default, may remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any expenditures or incurs any
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 10 per cent per annum and costs, shall be paid to the LESSOR by the
LESSEE as additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the leased premises or to the
(fill in) occupancy thereof, shall be deemed duly served, if left at the leased premises
addressed to the LESSEE, or if mailed to the leased premises, registered or
certified mail, return receipt requested, postage prepaid, addressed to the
LESSEE. Any notice from the LESSEE to the LESSOR relating to the leased premises
or to the occupancy thereof, shall be deemed duly served, if mailed to the LESSOR
by registered or certified mail, return receipt requested, postage prepaid,
addressed to the LESSOR 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 Stonegate
Group, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000
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00. 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 or other casualty only
excepted. In the event of the LESSEE's failure to remove any of LESSEE's property
from the premises, LESSOR is hereby authorized, without liability to LESSEE for
loss or damage thereto, and at the sole risk of LESSEE, to remove and store any of
the property at LESSEE's expense, or to retain same under LESSOR's control or to
sell at public or private sale, without notice any or all of the property not so
removed and to apply the net proceeds of such sale to the payment of any sum due
hereunder, or to destroy such property.
22. BROKERAGE The Broker(s) named herein X X Xxxxxx.
(fill in or
delete) warrant(s) that he (they) is (are) duly licensed as such by the Commonwealth of
Massachusetts, and join(s) in this agreement and become(s) a party hereto, insofar
as any provisions of this agreement expressly apply to him (them), and to any
amendments or modifications of such provisions to which he (they) agree(s) in
writing.
LESSOR agrees to pay the above-named Broker upon the term commencement date a fee
for professional services of ______________________ or pursuant to Broker's
attached commission schedule. The LESSEE warrants and represents that it has dealt
with no other broker entitled to claim a commission in connection with this
transaction and shall indemnify the LESSOR from and against any such claim,
including without limitation reasonable attorneys' fees incurred by the LESSOR in
connection therewith.
23. CONDITION Except as may be otherwise expressly set forth herein, the LESSEE shall accept the
OF PREMISES leased premises "(degree) as is" in their condition as of the commencement of the
term of this lease, and the LESSOR shall be obligated to perform no work
whatsoever in order to prepare the leased premises for occupancy by the LESSEE.
24. FORCE In the event that the LESSOR is prevented or delayed from making any repairs or
MAJEURE 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 there-for
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.
25. LATE If rent or any other sum payable hereunder remains outstanding for a period of ten
CHARGE (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.
26. LIABILITY No owner of the property of which the leased premises are a part shall be liable
OF OWNER 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.
27. OTHER It is also understood and agreed that
PROVISIONS THE TERM OF THE LEASE SHALL BE FOR 18 MONTHS AT A FIXED RATE OF $17.00PSF PLUS
UTILITIES. LESSEE WILL HAVE AN OPTION TO RENEW FOR ONE YEAR AT A FIXED RATE OF
$17.50PSF PLUS UTILITIES.
LESSEE WILL BE RESPONSIBLE FOR THE CLEANING OF THE SPACE.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this ________________ day of
______________________, 20____.
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LESSEE Xxxxxxx Xxxxxxx/Brightec, Inc. LESSOR 0-0 Xxxxxxxx Xxxxxx Realty Trust
/XXXXXXX XXXXXXX// _______________________
LESSEE LESSOR
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BROKER(S)
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