COMMERCIAL LEASE
Exhibit
10.2
PARTIES
Worcester
Millbrook LLC, LESSOR, which expression shall include heirs, successors, and
assigns where the context so admits, does hereby lease to Commonwealth National
Bank, LESSEE, which expression shall include successors, executors,
administrators, and assigns where the context so admits, and the LESSEE hereby
leases the following described premises:
PREMISES
4th
floor in
the Center Section of the Worcester Business Center, 00 Xxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000, consisting of 7,704 SF of net rentable area, together
with the right to use in common with others entitled thereto, the hallways,
stairways, bathrooms, parking areas, and loading docks necessary for access
to
said leased premises. LESSEE shall accept the space in "as is" condition.
TERM
The
term
of this lease shall be for Five (5) years, commencing October 1, 2006 and
terminating September 30, 2011.
RENT
The
LESSEE shall pay to the LESSOR rent in the amount of $7,381 per month; Rent
is
payable in advance on the first day of each month. A penalty of $356.25 per
month (5%) will be assessed on any rent payments not received by the 10th day
of
each month.
EXTENSIONS
Provided
not then in default, and upon one hundred twenty (120) days prior written
notice, LESSEE shall have the right to extend this lease for one (1) additional
five (5) year period, at the following monthly rents:
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October
1, 2011 - September 30, 2012
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$
9,250 per month
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October
1, 2012 - September 30, 2013
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$
9,750 per month
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October
1, 2013 - September 30, 2014
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$10,250
per month
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October
1, 2014 - September 30, 2015
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$10,250
per month
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October
1, 2015 - September 30, 2016
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$10,750
per month
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SECURITY
DEPOSIT
LESSEE
shall pay a security deposit of $7,381.00 upon execution of this lease, to
be
returned by LESSOR upon expiration, less any amounts necessary to repair damage
to the Premises not caused by ordinary wear and tear, or to cure any other
LESSEE defaults.
UTILITIES
All
electricity that is furnished to the leased premises is included in the rent.
The
LESSOR agrees to provide reasonable heat and air conditioning to the Premises
(+/- 70 degrees), the hallways, stairways, and lavatories during normal business
hours on regular business days of the heating season of each year, subject
to
interruption due to any accident, to improvements, to labor difficulties, to
trouble supplies from the sources from which they are usually obtained for
said
building, or to any cause beyond the LESSOR's control. Overtime HVAC will be
billed as additional rent in the amount of $25 per hour.
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 provided that such installation shall be subject
to
the written consent of the LESSOR, except for additional cooling in the telecom
room to be installed by LESSEE prior to lease commencement.
CLEANING
LESSOR
agrees to remove LESSEE’s office related trash every night, and to vacuum the
leased premises two (2) times weekly.
USE
The
LESSEE shall use the leased premises for the purpose of an Administrative and
Back Offce for Commonwealth National Bank and any affliates.
COMPLIANCE
WITH LAWS
The
LESSEE acknowledges that no trade or occupation shall be conducted in the leased
premises or use made thereof which will be unlawful, improper noisy or
offensive, or contrary to any federal, state, or local law or ordinance,
including the Americans With Disabilities Act, in force in the city or town
in
which the premises are situated.
FIRE
INSURANCE
The
LESSEE shall not permit any use of the leased premises which will make void-able
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 LESSEE's use of the premises.
MAINTENANCE
BY LESSEE
The
LESSEE agrees to maintain the leased premises in good condition, damage by
fire
and other casualty only accepted, 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 be
overloaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall
obtain written consent of LESSOR before erecting any sign on the premises.
MAINTENANCE
BY LESSOR
The
LESSOR agrees to maintain the parking areas and 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 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.
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, 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 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.
ASSIGNMENT,
SUBLEASING
The
LESSEE shall not assign or sublet the whole or any part of the leased premises
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.
LESSEE
shall have the right to assign or sublet the Premises to any Commonwealth
National Bank affliate, assignee, or other related company, without LESSOR's
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.
SUBORDINATION
See
"Addendum A" (attached)
LESSOR'S
ACCESS
The
LESSOR or agents of the LESSOR may, during normal business hours and with prior
notice to LESSEE, enter to view the 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.
INDEMNIFICATION,
LIABILITY, DISABILITY
The
LESSEE shall save the LESSOR harmless from all loss and damage occasioned by
the
use or escape of water or by the bursting of pipes, as well as from any claim
or
damage resulting from neglect in not removing snow and ice from the roof of
the
building or from the sidewalks bordering upon the premises so leased, or by any
nuisance made or suffered on the leased premises, unless such loss is caused
by
the neglect of the LESSOR. The removal of snow and ice from the sidewalks
bordering upon the leased premises shall be the responsibility of LESSOR. LESSEE
at LESSEE's expense shall comply with all laws, rules, orders, ordinances,
directions, regulations, and requirements of federal, state, county, and
municipal authorities, now in force or which may hereafter be in force, which
shall impose any duty upon LESSOR or LESSEE with respect to the use, occupation,
or alteration of the Premises, including without limitation the Americans with
Disabilities Act.
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 $2.0 million 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 shall deposit with the LESSOR a certificate for such
insurance at or prior to the commencement of the term, and thereaffer 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 insured name
therein.
FIRE,
CASUALTY, EMINENT DOMAIN
Should
a
substantial portion of the leased premises, or of the property of which they
area 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 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.
DEFAULT
AND BANKRUPTCY
In
the
event that:
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(a)
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The
LESSEE shall default in the payment of any installment of rent
or other
sum herein specified and such default shall continue for ten (10)
days
after written notice thereof; or
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(b)
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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
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(c)
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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,
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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 18 per cent annum
and
costs, shall be paid to the LESSOR by the LESSEE as additional rent.
NOTICE
Any
notice from the LESSOR to the LESSEE relating to the leased premises or to
the
occupancy thereof, shall be deemed duly served, if mailed to the LESSEE,
registered or certified mail, return receipt requested, postage prepaid,
addressed to the LESSEE at the following address:
Commonwealth
National Bank
Attn:
Chief Financial Officer
00
Xxxxx
Xxxxxx
Xxxxxxxxx,
XX 00000
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 the Premises or such other 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
Worcester
Millbrook LLC
C/O
The
Boynton Company, Inc.
00
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
XX. 00000
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 the
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. In
addition,
HOLDOVER
LESSEE
shall have no right to holdover possession of the Premises after the expiration
or termination of this Lease without LESSOR's prior written consent, which
consent LESSOR may withhold in its sole and absolute discretion. If LESSEE
retains possession of any part of the Premises after the Term, LESSEE shall
become a month-to-month tenant for the entire Premises upon all of the terms
of
this Lease as might be applicable to such month-to-month tenancy, except that
LESSEE shall pay all of Base Rent at double the rate in effect immediately
prior
to such holdover, computed on a monthly basis for each full or partial month
LESSEE remains in possession. LESSEE shall also pay LESSOR all of LESSOR's
direct and consequential damages resulting from Tenant's holdover. No acceptance
of Rent or other payments by LESSOR under these holdover provisions shall
operate as a waiver of LESSOR's right to regain possession or any other of
LESSOR's remedies.
TENANT
IMPROVEMENTS
LESSOR
agrees to deliver the leased premises in accordance with specifications provided
by LESSEE. LESSEE and LESSOR will agree on the specifics of said build-out
prior
to the execution of this lease.
LESSEE
shall be responsible for any work, and cost of said work, as it relates to
networking, and additional HVAC requirements. LESSEE understands their will
be
an additional cost, to be determined, for running the additional HVAC.
OTHER
PROVISIONS
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1.
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LESSEE
shall have the right to terminate this lease between the 30th
and 36th
months, by providing four (4) months prior written notice and paying
a
cancellation penalty equal to $14,762.00.
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2.
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LESSOR
agrees to designate one (1) parking space, labeled "deliveries
only" near
the center entrance. Otherwise parking is handled on a first come
first
serve basis.
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WITNESS
WHEREOF, the said parties hereunto set their hands and seal this 25th day
of
July, 2006.
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LESSEE
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/s/
Xxxxxxx Xxxxxx
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7/25/06
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Xxxxxxx
Xxxxxx, President & CEO
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Date
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Commonwealth
National Bank
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LESSOR
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/s/
Xxxx Xxxxxxx
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7/27/06
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Xxxx
Xxxxxxx, Member
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Date
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Worchester
Millbrook LLC
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