Exhibit 10.41
THIS LEASE, dated the 24th day of July 1996
Between Xxxxx Xxxxxxxxx
hereinafter refered to as the Landlord,
and
Xxxxxxxx & Xxxx, INC., a Massachusetts Corporation
hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant hereby hires and takes from the Landlord for the term and upon the
rentals hereinafter specified, the premises described as follows, situated in
the Town of Somers
County of Hartford and State of Connecticut,
00 Xxxxx Xxxx, Xxxxx 0X&0X
Consisting of total area of 3,000 square feet
The term of this demise shall be for five (5) years
beginning August 1, 1996 and ending July 31, 2,001
with an option to renew for another five years at a future agreed upon rent.
The rent for the demised term shall be Nine Hundred Seventy Five and 00/100
Dollars per month per unit ($975.00) which shall accrue at the yearly rate of
Eleven Thousand and seven hundred 00/100 (11,700.00) Dollars per unit.
The said rent is to be payable monthly in advance on the first day of each
calendar month for the term hereof, in installments as follows: $975.00 per
month per unit including all common area maintenance, taxes and insurance are
the Landlord's responsibility.
at the office of Xxxxx Xxxxxxxxx, 000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
or as may be otherwise directed by the Landlord in writing.
The above letting is upon the following conditions:
First.--The Landlord covenants that the Tenant, on paying the said rental
and performing the covenants and conditions in this Lease contained, shall and
may peaceably and quietly have, hold and enjoy the demised premises for the term
aforesaid.
Second.--The Tenant covenants and agrees to use the demised premises as an
Office and Warehouse for a retail wine business known as Xxxxxxxx & Xxxx, 000
Xxxxxxxx Xx., Xxxxxx XX 00000 Phone # 000-000-0000
and agrees not to use or permit the premises to be used for any other purpose
without the prior written consent of the Landlord endorsed hereon.
Third.--The Tenant shall, without any previous demand therefor, pay to the
Landlord, or its agent, the said rent at the times and in the manner above
provided. In the event of the non payment of said rent, or any installment
thereof, at the times and in the manner above provided, and in the same shall
remain in default for ten days after becoming due, or if the Tenant shall be
dispossessed for non payment of rent, or if the leased premises shall be
deserted or vacated, the Landlord or its agents shall have the right to and may
enter the said premises as the agent of the Tenant, either by force or
otherwise, without being liable for any prosecution or damages therefor, and may
relet the premises as the agent of the Tenant to repossess the premises under
this lease shall be forfeited. Such re-entry by the Landlord shall not operate
to release the Tenant from any rent to be paid or covenants to be performed
hereunder during the full term of this lease. For the purpose of reletting, the
Landlord shall be authorized to make such repairs or alterations in or to the
leased premises as may be necessary to place the same in good order and
condition. The Tenant shall be liable to the Landlord for the cost of such
repairs or alterations, and all expenses of such reletting. If the sum realized
or to be realized from the reletting is insufficient to satisfy the monthly or
term rent provided in this lease, the Landlord, at its option, may require the
Tenant to pay such deficiency month by month, or may hold the Tenant in advance
for the entire deficiency to be realized during the term of the reletting. The
Tenant shall be entitled to any surplus accruing as a result of the reletting.
Fourth.--The Tenant shall not sub-let the demises premises nor any portion
thereof, nor shall this lease be assigned by the Tenant without the prior
consent of the Landlord endorsed hereon. Such landlord's approval shall not be
unreasonable withheld.
Fifth.--The Tenant has examined the demised premises, and accepts them
in their present condition (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or its agents as to the
present or future condition of the said premises. The Tenant shall keep the
demised premises in good condition, and shall redecorate, paint and renovate the
said premises as may be necessary to keep them in repair and good appearance.
The Tenant shall quit and surrender the premises at the end of the demised term
in as good condition as the reasonable use thereof will permit. The Tenant shall
not make any alterations, additions, or improvements to said premises without
the prior written consent of the Landlord. All erections, alterations, additions
and improvements, whether temporary or permanent in character, which may be made
upon the premises either by the Landlord or the Tenant, except furniture or
movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain upon and be surrendered with the
premises as part thereof at the termination of this Lease, without compensation
to the Tenant. The Tenant further agrees to keep said premises and all parts
thereof in a clean and sanitary condition and free from trash, inflammable
material and other objectionable matter.
Sixth.--In the event that any mechanic's lien if filed against the
premises as a result of alterations, additions or improvements made by the
Tenant, the Landlord, as its option after thirty day's notice to the Tenant, may
terminate this lease and may pay the said lien, without inquiring into the
validity thereof, and the Tenant shall forthwith reimburse the Landlord the
total expense incurred by the Landlord in discharging the said lien, as
additional rent be deposited with the Landlord or its agent.
Seventh.--The Tenant agrees to replace at the Tenant's expense any and
all glass which may become broken in and on the demised premises. Plate glass
and mirrors, if any, shall be insured by the Tenant at their full insurable
value in a company satisfactory to the Landlord. Said policy shall be of the
full premium type, and shall be deposited with the Landlord or its agent.
Eight.--The Landlord shall not be responsible for the loss of or damage
to property, or injury to persons, occurring in or about the demised premises,
by reason of any existing or future condition, defect, matter or thing in said
demised premises or to the property of which the premises are part, or for the
acts, omissions or negligence of other persons or tenants in and about the said
property. The Tenant agrees to indemnify and save the Landlord harmless from all
claims and liability for losses of or damage to property, or injuries to persons
occurring in or about the demised premises, except for landlords negligence or
willful misconduct.
Ninth.--Utilities and services furnished to the demised premises for the
benefit of the Tenant shall be provided and paid for as follows;
water by the Landlord ; gas by the Tenant ;
electricity by the Tenant ; heat by the Tenant ;
refrigeration by the Tenant ; hot water by the Tenant.
The Landlord shall not be liable for any interruption or delay in any of the
above services for any reason.
Tenth.--The Landlord, or its agents, shall have the right to enter the
demised premises at reasonable hours in the day or night to examine the same, or
to run telephone or other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety, preservation or
restoration of the improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation, however, on the part of
the Landlord to make any such repairs, additions or alterations), or to exhibit
the same to prospective purchasers and put upon the premises a suitable "For
Sale" sign. For three months prior to the expiration of the demised term, the
Landlord, or its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Eleventh.--In the event of the destruction of the demised premises or
the building containing the said premises by fire, explosion, the elements or
otherwise during the term hereby created, or previous thereto, or such partial
destruction thereof as to render the premises wholly untenantable or unfit for
occupancy, or should the demised premises be so badly injured that the same
cannot be repaid within [SIC] ninety days from the happening of such injury,
then and in such case the term hereby created shall cease and become null and
void from the date of such damage or destruction, and the Tenant shall
immediately surrender said premises and all the Tenant's interest therein to the
Landlord, and shall pay rent only to the time of such surrender, in which event
the Landlord may reenter and re-possess the premises thus discharged from this
lease and may remove all parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but yet be repairable within
ninety days from the happening of said injury, the Landlord may enter and repair
the same with reasonable speed, and the rent shall not accrue after said injury
or while repairs are being made, but shall recommence immediately after said
repairs shall be completed. But if the premises shall be so slightly injured as
not to be rendered untenantable and unfit for occupancy then the Landlord agrees
to repair the same with reasonable promptness and in that case the rent accrued
and accruing shall not cease or determine. The Tenant shall immediately notify
the Landlord in case of fire or other damage to the premises.
Twelfth.--The Tenant agrees to observe and comply with all laws,
ordinances, rules and regulations of the Federal, State, County and Municipal
authorities applicable to the business to be conducted by the Tenant in the
demised premises. The Tenant agrees not to do or permit anything to be done in
said premises, or keep anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part thereof, or on the property
kept therein, or which will obstruct or interfere with
the rights of other tenants, or conflict with the regulations of the Fire
Department or with any insurance policy upon said improvements or any thereof.
In the event of any increase in insurance premiums reasonably proving to result
from the Tenant's occupancy of the premises, or from any act or omission on the
part of the Tenant, the Tenant agrees to pay said increase in insurance premiums
on the improvements or contents thereof as additional rent.
Thirteenth.--No sign, advertisement or notice shall be affixed to or
placed upon any part of the demised premises by the Tenant, except in such
manner, and of such size, design and color as shall be approved in advance in
writing by the Landlord.
Fourteenth.--This lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust and other encumbrances affecting
the demised premises or the property of which said premises are a part. The
Tenant agrees to execute, at no expense to the Landlord, any instrument which
may be deemed necessary or desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of trust or encumbrance.
Fifteenth.--Intentionally left blank.
Sixteenth.--The rules and regulations regarding the demised premises,
affixed to this lease, if any, as well as any other and further reasonable rules
and regulations which shall be made by the Landlord, shall be observed by Tenant
and by the Tenant's employees, agents and customers. The Landlord reserves the
right to rescind any presently existing rules applicable to the demised
premises, and to make such other and further reasonable rules and regulations
as, in its judgment, may from time to time be desirable for the safety, care and
cleanliness of the premises, and for the preservation of good order therein,
which rules, when so made and notice thereof given to the Tenant, shall have the
same force and effect as if originally made a part of this lease, Such other and
further rules shall not, however, be inconsistent with the proper and rightful
enjoyment by the Tenant of the demised premises.
Seventeenth.--In case of violation by the Tenant of any of the covenants,
agreements and conditions of this lease, or of the rules and regulations not or
hereafter to be reasonably established by the Landlord, and upon failure to
discontinue such violation within ten days after notice thereof given to the
Tenant, this lease shall thenceforth, at the option of the Landlord, become null
and void, and the Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid on the up to the day
of such re-entry, and the Tenant shall be liable for all loss or damage
resulting from such violation as aforesaid, No waiver be the Landlord of any
violation or breach of condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition nor shall lapse of
time after breach of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right of the Landlord to
declare this lease null and void and to re-enter upon the demised premises after
the said breach or violation.
Eighteenth.--All notices and demands, legal or otherwise, incidental to
this lease, or the occupation of the demised premises, shall be in writing, If
the Landlord or its agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by registered mail,
addressed to the Tenant at the demised premises, or to leave a copy thereof with
a person of suitable age found on the premises, or to post a copy thereof upon
the door to said premises. Notices from the Tenant to the Landlord shall be sent
by registered mail or delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or place as the Landlord
may from time to time designate in writing at 000 Xxxxxxxx Xx., Xxxxxx Xx.
00000, attention to Xx. Xxxxx XxXxxx.
Nineteenth.--It is further agreed that if at any time during the term of
this lease the Tenant shall make any assignment for the benefit of creditors, or
be decreed insolvent or bankrupt according to law, or if a receiver shall be
appointed for the Tenant then the Landlord may, at its option, terminate this
lease, exercise of such option to be evidenced by notice to that effect served
upon the assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued, or any liability then accrued by reason of any agreement or
covenant herein contained on the part of the Tenant, or the Tenant's legal
representatives.
Twentieth.--In the event that the Tenant shall remain in the demised
premises after the expiration of the term of this lease without having executed
a new written lease with the Landlord, such holding over shall not constitute a
renewal or extension of this lease, The Landlord may, at its option, elect to
treat the Tenant as one who has not removed at the end of his term and thereupon
be entitled to all the remedies against the Tenant provided by law in that
situation, or the Landlord may elect, at its option, to construe such holding
over as a tenancy from month to month, subject to all the terms and conditions
of this lease,except as to duration thereof, and in that event the Tenant shall
pay monthly rent in advance at the rate provided herein as effective during the
last month of the demised term.
Twenty-first.--If the property or any part thereof wherein the demised
premises are located shall be taken by public or quasi-public authority under
any power of eminent domain or condemnation, this lease, shall forthwith
terminate and the Tenant shall have no claim or interest in or to any award of
damages for such taking.
Twenty-second.--The Tenant has this day deposited with the Landlord the
sum of $ 2850.00 as security for the full and faithful performance by the Tenant
of all the terms, covenants and conditions of this lease upon the Tenant's part
to be performed, which said sum shall be returned to Tenant after the time fixed
as the expiration of the term herein, provided the Tenant has fully and
faithfully carried out all of said terms, covenants and conditions on Tenant's
part to be performed. In the event of a bona fide sale, subject to this lease,
the Landlord shall have the right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security; and the Tenant agrees
to look to the new Landlord solely for the return of the said security, and it
is agreed that this shall apply to every transfer or assignment made of the
security to a new Landlord. The security deposited under this lease shall not be
mortgaged, assigned or encumbered by the Tenant without the written consent of
the Landlord.
Twenty-third.--Any dispute arising under this lease shall be settled by
arbitration. Then Landlord and Tenant shall each choose an arbitrator, and the
two arbitrators thus chosen shall select a third arbitrator. The finding and
award of the three arbitrators thus chosen shall be final and binding on the
parties hereto.
Twenty-fourth.--No rights are to be conferred upon the Tenant until this
lease has been signed by the Landlord, and a executed copy of the lease has been
delivered to the Tenant.
Twenty-fifth.--The foregoing rights and remedies are not intended to be
exclusive but as additional to all rights and remedies the Landlord would
otherwise have by law.
Twenty-sixth.--All of the terms, covenants and conditions of this lease
shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an individual, the Landlord
may, at its option, terminate this lease by notifying the executor or
administrator of the Tenant at the demised premises.
Twenty-seventh.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decoration or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with
the National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any governmental agency or by reason of the conditions of supply and
demand which have been or are affected by the war.
Twenty-eighth.--This instrument may not be changed orally.
Twenty-nine.--At the expiration of this lease the parties reserve the
right to negotiate options upon terms agreeable to both parties.
Thirty.--Landlord owner of 00 Xxxxx Xxxx Xxxxx 0X, 0X agrees that all
demolition and alteration costs will be performed in accordance with Tenant
specifications, such cost to be borne by the Landlord. Specifically, upon
approval being received from the State of Connecticut Division of Liquor
Control, landlord will eliminate dividing wall between units 2C and 2D and will
demolish existing office location now located in unit 2D.
PER BUILDING PERMIT #10605
Thirty-one.--Tenant agrees to send a letter to Landlord of intentions
concerning renewal of lease six months prior to end of existing lease including
detailed information of changes and Tenant must sign a new lease 30 days prior
to July 31, 2001.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the
day and year first above written.
Witness: [SIGNATURE APPEARS HERE] 8/5/96
(SEAL) -------------------------------------
Landlord
[SIGNATURE APPEARS HERE]
---------------------------------- By Xxxxxxxx & Xxxx, Inc.-------------
(SEAL)
[SIGNATURE APPEARS HERE] 8/1/96
---------------------------------- -------------------------------------
(SEAL) Vice President and Chief
Financial Officer
Tenant
