LEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement of Lease, made and entered into, as of this first day of
January, 1997 by and between Blackstone Medical, Inc., a Massachusetts
corporation with offices at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
(hereinafter referred to as "Lessor"), and Brimfield Precision, Incorporated,
a Massachusetts corporation with offices at 00 Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx (hereinafter referred to as "Lessee").
Witnesseth:
That Lessor does by these presents lease and demise unto Lessee the
following described property, lying and being situated in the City of
Springfield, County of Hampden, Commonwealth of Massachusetts, and being more
particularly described as follows: 13, 821 square feet of the building at 00
Xxxxxxxxx Xxxxx, for a term of five (5) years beginning on the first day of
January 1997, and ending on the last, day of December, 2001, to be occupied
for the purpose of manufacturing and related activities only, (and said
Demised Premises are to be used in no other manner and for no other purposes
whatsoever without the prior written consent of Lessor).
1. LEASE PAYMENTS
AND EARLY TERM OPTION
(A)Lessor shall yield and pay therefor the sum of Two Hundred forty-eight
Thousand Seven Hundred Seventy-eight ($338,778.00) Dollars (the "Basic Rent")
for the term of the Lease in monthly installments of Four Thousand One
Hundred Forty-six and 30/100 ($4,146.30) Dollars on the first day of each
month, monthly in advance as aforesaid, as the same shall fall due at the
above address of Lessor or wherever directed to make such payments by Lessor.
(B) During the original term of the Lease, Lessee may terminate this
Lease by serving written notice on Lessor, which notice would be an executed
Termination Agreement suitable for recording. In such event, this Lease
shall terminate sixty (60) days after the date of the notice and for that
sixty (60) day period Lessee will be responsible for all expenses and lease
payments required under this Lease. Upon receipt of such notice, Lessor
shall take reasonable action to lease the premises to another tenant and
shall use its best efforts to do so.
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Thereafter, Lessor and Lessee shall have no further rights, duties or
obligations under this Lease, or any part thereof, except that all rents,
taxes and other monetary obligations for the period prior to the notice must
also be paid. All improvements located in the Demised Premises on the date
of the notice shall become the property of Lessor except the Lessee shall
have the right to remove trade fixtures, equipment, furnishings, signs and
other identifying characteristics. Lessee agrees to promptly repair any
damage done to the Demised Premises by the removal of any of those items.
2. LESSEE'S DUTIES
Lessee shall, at its own cost and expense, throughout the term of this
Lease, and so long as it shall remain in possession of the Demised Premises,
keep and maintain in good repair, all portions of the building or buildings
located upon the Demised Premises including all fixtures, and equipment,
appurtenances, machinery therein which are brought into and become a part of
the Real Estate, and all glass, including, but not limited to, plate glass,
window panes, etc., except that the Lessor shall be responsible for all roof
repairs and maintenance; furthermore, Lessee shall keep the plumbing work,
closets, pipes and fixtures belonging thereto in good repair, and keep the
water pipes and connections free from ice and all other obstructions, to the
satisfaction of the municipal, and/or any other governmental authority,
during the term of this Lease. Lessee shall not overload the carrying
capacity of the floors of the Demised Premises and will keep the electrical
system, roof and any and all other interior and exterior portions of the
building in good repair. Likewise, it shall be the obligation of Lessee to
keep and maintain in good repair, the sidewalks, driveways, curbs and parking
areas, if any, adjoining the Demised Premises, or forming a part thereof,
including also the land, which it will keep properly landscaped and cut, and
will keep the sidewalks, driveways and parking areas free from ice and snow.
It is distinctly understood and agreed that the preceding sentences do
require maintenance of said building or buildings and fixtures, equipment,
appurtenances and machinery in excellent condition and Lessee shall at all
times keep and maintain same in such condition as to minimize, so far as is
practicable, by usual care and repairs, the effects of use, decay, injury and
destruction of said property; Lessor recognizes that certain depreciation, by
reason of increasing age and use, is unavoidable. Lessee, so long as it
shall remain in possession of the Demised Premises, shall keep and maintain
all portions of the premises, the improvements thereon, the appurtenances,
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machinery, equipment, and fixtures therein, in such condition as to prevent any
loss, damage or injury to the persons, property, businesses, business or
occupations of any other persons permitted by Lessee to be in or about the
Demised Premises, owners, occupants and invitees of adjoining premises, and
persons upon the adjacent portions of the street in front of the Demised
Premises. At the termination of this Lease, Lessee shall deliver up the Demised
Premises in as good a condition as at the beginning of the term, natural
deterioration, depreciation and damage by fire and the elements only excepted.
Lessor shall not be required to furnish any services or Facilities to make any
improvements, repairs or alterations in or to the Demised Premises during the
term of this Lease.
3. LESSEE'S ACCEPTANCE OF PREMISES
Lessee agrees to accept possession of the Demised Premises in their
present condition, and to allow for changes in such condition which may occur
by reasonable deterioration between the date hereof, and the date that Lessee
actually occupies said premises.
4. LESSEE'S HOLD HARMLESS
All property of every kind which may be on said Demised Premises during
the term hereof, shall be at the sole risk of Lessee or those claiming under
it and the Lessor shall not be liable to Lessee, or to any other person
whatsoever, for any injury, loss or damage to any person or property in or
upon said Demised Premises, or upon the sidewalks and alleyways contiguous
thereto. Lessee hereby covenants and agrees to assume all liability for or on
account of any injury, loss or damage above described, and to save Lessor
harmless therefrom. Furthermore, Lessor shall not be liable to Lessee or to
Lessee's patrons, employees, licensees, permittees, or visitors, for any
damage to person or property caused by the act or negligence of any other
tenant of said Demised Premises, or due to the building on said premises or
any appurtenances thereof being improperly constructed, or being or becoming
out of repair, nor for any damages from any defects or want of repair of any
part of the building of which the Demised Premises form a part, but Lessee
accepts said premises as wholly suitable for the purposes for which same are
leased and accepts the building and each and every appurtenance thereof and
waives defects therein, and further agrees to hold Lessor harmless from all
claims for any such damage. It is further especially understood and agreed
that Lessor shall not be liable for any failure of water supply, gas supply,
or electric
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current, or for injury or damage which may be sustained to person or property
by Lessee or any other person, caused by or resulting from steam,
electricity, gas, water, rain, ice, or by snow or other liquid, which may
leak or flow from or into any part of said building or caused by the
breakage, leakage, obstruction or other defect of pipes, wiring, appliances,
plate glass, plumbing or lighting fixtures of the same, or by the condition
of said premises or any part thereof, or by the elevator, if any, or by the
street or subsurface, or from any other source, or by any other cause
whatsoever, whether said damage or injury shall be caused by or be due to the
negligence of Lessor, Lessor's agents, servants, employees or not, nor shall
Lessor be liable for interference with light or other incorporeal
hereditaments, provided such interference is caused by anyone other than the
landlord, nor shall Lessor be liable for such interference from operations by
or for governmental agencies in construction of any public or quasi-public
work.
5. ADDITIONAL RENT
Lessee shall pay three quarters of the water, sewer, electric, gas,
trash removal, taxes, assessments, betterments and all other expenses and
utilities and will pay three quarters of all municipal, state or federal
taxes assessed against Lessor as it relates to Lessor's ownership of Demised
Premises or imposed upon the Demised Premises as the same shall become due
during the term of this Lease, all of which shall be considered as additional
rent. Lessor shall not be required to furnish any services or facilities to
make any improvements, repairs or alterations in or to the Demised Premises
during the term of this Lease. It is the intention of the parties hereto
that the rent payable hereunder be net to the Lessor so that this Lease shall
yield to Lessor the fixed annual rent specified in Section 1 hereof without
reduction or set off whatsoever and that all costs, expenses and obligations
of every kind and nature relating to the Demised Premises shall be paid by
Lessee, except as otherwise expressly provided herein.
6. GOVERNMENTAL REGULATIONS
Lessee agrees that it will promptly execute and fulfill all ordinances and
regulations of the state, county, city and other governmental agencies
applicable to said Demised Premises, and all ordinances imposed by any
governmental unit or department for the correction, prevention and abatement
of nuisances in or upon or
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connected with said Demised Premises during the term of this Lease, at
Lessee's sole expense and cost and will ensure that no hazardous waste or any
waste will be disposed on the premises in violation of Chapter 21E of the
Mass. General Laws or any federal, state or local ordinance, law, rule or
regulation.
7. ASSIGNMENT, SUBLEASE, HAZARDS
Lessee shall not assign this Agreement, nor underlet the whole or any
part of the Demised Premises, or make any alteration in or to the building
without the consent of Lessor first obtained in writing, and shall not occupy
or permit or suffer same to be occupied for any business or purpose deemed
extrahazardous on account of fire, and it shall be lawful for Lessor at all
reasonable times and hours to enter into and upon said Demised Premises to
examine the condition thereof.
8. FIRE NOTICE
Lessee shall, in case of fire or other casualty, give immediate notice in
writing to Lessor, who shall thereupon cause the damage to be repaired
forthwith, provided materials, supplies and labor are reasonably available; if
any portion of the premises is rendered unfit for occupancy, the rent shall be
apportioned for the period of time required to make the repairs, according to
the part of the premises, if any, which remains usable by Lessee. If the
entire building shall be destroyed, then within thirty (30) days after the fire
or other casualty, either Lessor or lessee may cancel this Lease by notice in
writing to the other, effective as of the date of the mailing of the written
notice.
9. SIGNS
Lessee shall not place, paint or otherwise affix any signs at, on or about
the premises, or any part thereof, except as and where first approved in
writing by Lessor which approval shall not be unreasonably withheld, and Lessor
shall have the right to remove any sign or signs in order to paint the building
or premises or make any other repairs or alterations, but nothing herein shall
be construed to require or obligate Lessor, at any time or in any manner, to
paint the building or premises or make any other repairs or alterations;
provided, however, that it is distinctly understood and agreed by and between
Lessor and Lessee that Lessor expressly reserves and retains unto Lessor the
surface of the roof of the Demised Premises for erection and maintenance
hereon, by Lessor or by
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any organized advertising agency authorized by Lessor, of sign or signs,
advertising the business or products of Lessor or of any other person, firm
or organization, save and except such products, or person, firm or
organization as may be in active and direct competition with the business and
products of Lessee; and Lessor, at all reasonable times and hours, shall have
the right of ingress and egress to and from said roof, for the purpose of
erecting and maintaining such sign or signs, provided, however, that the
exercising of such rights of ingress and egress by Lessor shall not interfere
materially with the normal operations of Lessee's business.
10. BREACH
In the event of a breach or threatened breach by Lessee of any of the
agreements, conditions, covenants or terms hereof, Lessor shall have the
right of injunction to restrain same, and the right to invoke any remedy
allowed by law or in equity, as if specific remedies, indemnities or
reimbursements were not herein provided for. Furthermore, the rights and
remedies given to Lessor in this Lease are distinct, separate and cumulative
rights and remedies and no one of them, whether or not exercised by Lessor
shall be deemed to be in exclusion of any of the others.
11. BINDING AGREEMENTS
The agreements, conditions, covenants and terms herein contained, shall in
every case, apply to, be binding upon and inure to the benefit of the
respective parties hereto, their heirs, executors, administrators, successors
and assigns, with the same force and effect, as if specifically mentioned in
each instance where a party hereto is named, provided, however, that no
assignment or underletting by Lessee in violation of the provisions of this
Lease, shall vest in any such assignee or undertenant any right or title in
or to the leasehold estate hereby created.
12. WAIVER
No assent, expressed or implied, by Lessor to any breach of any of
Lessee's covenants, agreements, conditions or terms hereof, shall be deemed
or taken to be a waiver of any succeeding breach of any covenant, agreement,
condition or term hereof.
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13. CONDITION ON TERMINATION
It is especially understood and agreed that boilers, engines, machinery,
hangers, pulleys, shafting and fixtures and all personal property placed on
the Demised Premises by the Lessee may be removed by Lessee at the
termination of this Lease, provided Lessee shall not then be in default of
the performance of any of its agreements, conditions, covenants or terms
hereof, and provided further, that the building shall be left by Lessee,
substantially as well equipped as it is at the beginning of the term, and
provided further, that no such property shall be removed by Lessee if such
removal should permanently injure or dismantle said building, and provided
further that the removal of any such property, shall be effected within five
(5) days after the expiration of the said term, and all damage caused to said
premises by such removal shall be repaired by Lessee at its own cost and
expense.
14. ALTERATIONS
Lessee shall not make alterations, additions or improvements to the
Demised Premises or the building thereon, without the prior written consent
of Lessor, and after such consent has been given, unless otherwise agreed
upon in writing, all alterations, improvements and additions made by Lessee
upon the Demised Premises, although at his own cost and expense, shall, at
the option of Lessor, remain upon the premises at the expiration of this
Lease and become the property of Lessor in fee simple, without other action
or process of law.
15. PENALTY
In the event Lessee shall make default in the performance of any of the
agreements, conditions, covenants or terms herein contained, Lessor,
immediately, or at any time thereafter (no obligation, however, being imposed
upon Lessor, to do so) may perform the same for the account of Lessee, and
any amount paid or any expense or liability incurred by Lessor in the
performance of same, shall be deemed to be additional rent payable by Lessee
for the Demised Premises, together with six percent (6%) interest thereon
from the date of payment by the Lessor to the date of repayment, and the
same, at the option of Lessor, may be added to any fixed rent then due
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or thereafter falling due hereunder; and Lessor shall have the right to enter
upon said Demised Premises for the purpose of correcting or remedying said
default and to remain therein until same shall have been corrected or
remedied.
16. LANDLORD'S XXXX
Xxxxxx shall have a statutory landlord's lien and in addition, Lessor hereby
is given an express landlord's lien as security for the fixed rent herein
reserved, as well as any of the other charges or expenses elsewhere
hereinabove or hereinafter designated as "additional rent" upon all of the
goods, wares, chattels, implements, fixtures, furniture, tools, machinery,
and other personal property which Lessee now, or at any time hereafter,
placed in or upon the Demised Premises, all exemptions of said property or
any part of it, being hereby waived.
17. SUBORDINATION
Lessee hereby especially covenants and agrees that this Lease shall be
subject and subordinate to any mortgage or mortgages now or hereafter placed
on the Demised Premises. Lessee agrees to enter into reasonable
Non-Disturbance and Attornment Agreements with Lessor's mortgagee(s) upon
Lessor's request.
18. LESSOR COVENANT
Lessor hereby covenants and agrees that Lessee shall and will, upon
payment of all of the rents and all other sums of money herein provided to be
paid by Lessee, upon fully observing and performing the covenants and
agreements herein provided to be observed and performed by Lessee, quietly
and peaceably possess and enjoy said above Demised Premises, unless said
Lease is sooner terminated under and in accordance with any of the provisions
herein or elsewhere contained providing for such termination.
19. INSURANCE
The Lessee shall maintain (with respect to the Demised Premises and the
property of which the Demised Premises are a part) comprehensive public
liability insurance in the amount of Three Million ($3,000,000.00)
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Dollars and with property and fire damage insurance in limits of Seven
Hundred Fifty Thousand ($750,000.00) Dollars and damage to others' property
of One Million ($1,000,000.00) Dollars 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. In addition, Lessee shall keep all insurance required by law of
any business or employer. The Lessee shall deposit with the Lessor
certificates for such insurance at or prior to the commencement of the term,
and thereafter within thirty (30) days prior to the expiration of any such
Policies. All such insurance certificates shall provide that such policies
shall not be canceled without at least thirty (30) days' prior written notice
to each insured named therein. All such policies will name Lessor as a loss
payee and Lessor's mortgagee as mortgagee and Lessee will provide a copy of
such policy within thirty (30) days of receipt by Lessee.
20. RENTAL PAYMENTS AND DEFAULT
If Lessee shall fail to pay any installment of rent or additional expenses
hereinabove designated as "additional rent," or any of the taxes,
assessments, charges, or other sums of money, shall not be paid as and when
same becomes due and payable hereunder, and such failure shall continue for a
period of ten (10) days from the due date, or if Lessee shall fail to keep
and perform, promptly any other affirmative covenant of this Lease in
accordance with the provisions hereof and such failure shall continue for a
period of thirty (30) days after receipt by Lessee or written notice thereof
from Lessor, the Lessor may, at its option, declare this Lease and all of its
provisions to be terminated, and enter into the Demised Premises or any part
thereof, with or without process of law, and expel Lessee or any person
occupying the same in or upon said premises, and repossess and enjoy the
Demised Premises as in Lessor's former estate in which event Lessor may
remove from the Demised Premises all of the personal property of Lessee and
Lessor shall make reasonable efforts to relet the Demised Premises, applying
said rent from the new tenant on this Lease. In the event of Lessor's
repossession of the Demised Premises as set forth above, Lessee shall remain
liable for the equivalent amount of rent reserved hereunder and the amount of
the other costs which Lessee has agreed to pay under Clause 1 and Clause 5
hereunder and the cost of maintaining insurance required to be maintained by
Lessee pursuant to
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the provisions of this Lease, payable to Lessor as rent or damages, as the
case may be, on the successive rent dates herein provided and Lessor may
recover periodically such amounts on the successive rent dates, together with
reasonable costs of re-letting including reasonable brokers and attorney's
fees, and reasonable expenses incurred by Lessor in restoring the building
and improvements to good condition and repair, but excluding costs of
renovation or remodeling the building and improvements. However, if the
default requires repairs that cannot, with due diligence, be cured prior to
the expiration of thirty (30) days from the date of receipt of the notice
provided for above, and if Lessee commences within thirty (30) days after the
date of notice to eliminate the cause of such default and proceeds diligently
and with reasonable dispatch to take all steps and do all work required to
cure such default, then Lessor shall not have the right to declare this Lease
terminated by reason of such default.
If Lessee shall fail to pay any installment of rent or additional rent
promptly on the day same shall all become due and payable hereunder, and such
failure shall continue for a period of five (5) days after such due date,
then Lessee shall pay a late charge equal to five percent (5%) of such
installment of rent and/or additional rent.
If Lessee should fail to make any payment or cure any default hereunder
within the time herein provided, Lessor, without being under any obligation
to do so and without thereby waiving such default, may make such payment
and/or remedy such other default for the account of Lessor and thereupon
Lessee shall be obligated to, and hereby agrees to pay to Lessor, all
reasonable costs, expenses and disbursements, including reasonable attorney's
fees incurred by Lessor in taking such remedial action, together with
interest thereon at the rate of twelve percent (12%) per annum.
21. NET LEASE
Anything herein contained to the contrary notwithstanding, the intention,
of this Lease is that it be a net lease. All expenses of any kind and
nature, whether specifically mentioned herein or not, of the building and
land, the Demised Property shall be the responsibility of Lessee and
considered as additional rent, which monies shall be due immediately upon
presentation.
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22. CONDEMNATION
It is especially understood and agreed by and between Lessor and Lessee that
in the event the Demised Premises are condemned for public use by any
governmental agency, municipal, county, State or Federal, this Lease shall
cease and terminate and be of no further effect, and Lessee shall have no claim
or demand of any kind or character in and to any award made to Lessor by reason
of such condemnation.
23. LESSOR'S OWNERSHIP
It is expressly understood and agreed by and between Lessor and Lessee
that in the event that Lessor herein shall not be the owner of the premises
herein demised, but shall hold a lease of the property of which the Demised
Premises are a part, then the resulting sublease is and shall remain subjects
to all of the terms and conditions of such existing Lease to Lessor, so far
as they may be applicable to the premises herein demised.
24. INSPECTIONS
At all times during the term of this Lease, Lessor shall have the right by
itself, his agents and employees, to enter into and upon the Demised Premises
during reasonable business hours for the purpose of examining and inspecting
the same and determining whether Lessee shall have complied with all of its
obligations hereunder in respect to the care and maintenance of the premises,
the repair and rebuilding of the improvements thereon when necessary, and all
other terms and conditions hereof.
25. ADDRESS OF PAYMENT
Lessee especially covenants and agrees to pay and discharge all reasonable
costs, attorney's fees, and expenses that may be incurred by Lessor in
enforcing the covenants, agreements, conditions and terms hereof, and all of
the same shall be payable to Lessor in Springfield, Hampden County,
Massachusetts or at some other address as directed by Lessor in writing.
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26. LEASEHOLD ESTATE
Lessee shall have no power to do any act or to make any contract that may
create or be the foundation for any lien upon the present or other estate of
the leasehold and Demised Premises, or upon any of the buildings or
improvements thereon, except as herein or elsewhere specifically provided;
and should any such lien be created or filed, Lessee, at his own cost and
expense, shall liquidate and discharge same in full within ten (10) days
after the filing thereof, and should Lessee fail to discharge the same, that
shall constitute a breach of Lessee's covenant herein.
27. CONDITION OF PREMISES
Lessee agrees that in taking this Lease, it is governed by its own
inspection of the premises and its own judgment of its desirability for its
purposes, and has not been governed or influenced by any representation of
Lessor as to the condition and character of the building upon the premises,
or as to the earning capacity thereof; that no agreements, stipulations,
reservations, exceptions, or conditions whatsoever have been made or entered
into in regard to said premises or this Lease, which will in any way vary,
contradict or impair the validity of this Lease or of any of its terms and
conditions, and that no modification of this Lease shall be binding unless it
be in writing and executed and acknowledged in due form for recording by all
of the parties hereto. Furthermore, Lessee takes this Lease and the Demised
Premises subject to all recorded easements and restrictions affecting the
occupation and use thereof, and subject to all statutes, ordinances and
regulations of competent governmental authority affecting the occupancy and
use thereof, the construction and maintenance of improvements thereon, and
the businesses and occupations to be engaged in by Lessee, in force now and
subsequently during the term of this Lease.
28. LEASE CLAUSE EFFECT
Any word, group of words, phrase, sentence, paragraph or provision herein
prohibited by law, or decision by a court of final jurisdiction shall be
ineffective to the extent of such prohibition without invalidating the
remaining provisions hereof.
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29. TIME OF THE ESSENCE
Whenever any payment is to be made under this Lease, at or within a time
stated, and whenever any act is to be done under this Lease, by either party,
at or within a stated time, time shall be of the essence of this Agreement.
30. NOTICES
Any notice from Lessor to Lessee relating to the Demised Premises, or to
the occupancy thereof excepting any notice of payment, shall be duly served
if addressed to Lessee by United States Certified Mail, Return Receipt
Requested, to Lessee. Any notice from Lessee to Lessor, shall be sent by
United States Certified Mail, Return Receipt Requested, to Lessor.
31. HOLDING OVER
It is distinctly understood and agreed by and between the Lessor and the
Lessee that any holding over by Lessee of the herein Demised Premises after
the expiration of this Lease shall operate and be construed only as a tenancy
from month-to-month, terminable at the will of Lessor, at a monthly rental of
One Hundred Fifty (150%) percent of the monthly rental payment due under the
terms of the Lease and all other expenses required under the terms of the
Lease.
32. LESSOR ENTERING PROPERTY
It shall be lawful for Lessor, or its agents, at any time within sixty
(60) days before the expiration of the term of this Lease, to enter upon the
Demised. Premises and to affix upon any suitable part thereof a notice or
notices for the leasing of same, and the Lessee agrees not to remove any such
notice or notices or permit any of its employees, licensees or permittees to
remove same.
33. OPTION TO RENEW
Provided Lessee has not defaulted in any of the terms, conditions and
provisions hereof, Lessee shall have the privilege of renewing and extending
the term hereof for a period of five (5) years, beginning on the first day of
January, 2002, and terminating on the last day of December, 2006, upon the
same terms, conditions and provisions hereunder in Clause 35, except that
such renewal and extension shall contain two (2) further options or
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renewal privileges of the same nature and the same terms; provided, however,
that in order to exercise this option, Lessee shall and must give Lessor
written notice by United States Certified Mail, Return Receipt Requested, of
its intention to exercise said option no later than the ninetieth (90th) day
before the expiration of said Lease, otherwise, the option becomes null and
void.
34. COST OF OPTION TO RENEWS
A. INCREASE ON OPTION TO RENEW. The "Consumer Price Index for Urban
Wage Earners and Clerical Workers, U.S. City Average, All Items (1967 =100)"
(hereinafter referred to as the "Price Index") published by the Bureau of
Labor Statistics of the U.S. Department of Labor, or any comparable
successor or substitute index designated by the Lessor appropriately
adjusted, as of January 1, 1997 is hereinafter called the "Base Price Index."
B. Commencing as of the first day of each optional Terms, there shall
be an adjustment (hereinafter referred to as "Adjustment") in the annual
Basic Rent calculated by multiplying Fifty-Nine Thousand One Hundred Twenty
Four ($59,124.00) Dollars by a fraction, the numerator of which shall be the
Price Index for the beginning of the Lease period and the denominator of
which (for each such fraction) shall be the Base Price Index; PROVIDED,
HOWEVER, no Adjustment shall reduce the Basic Rent as previously payable in
accordance with this Article or in Article 1 of this Lease and the Lease
increase in any event shall not be more than twenty (20%) percent nor less
than fifteen (l5%) percent of the prior Lease term expiring, except with
respect to the first Option Term.
C. In the event the Price Index ceases to use the 1967 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.
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35. UTILITIES
Lessee is responsible for any damage caused to the building because of
heat shutdowns or other utility shutoffs or shutdown.
Lessor shall have no obligation to provide utility service 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.
36. SEPARABILITY
If any provision of this Lease or portion of such provision or the
application thereof to any person or circumstances is held invalid, the
remainder of the Lease (or the remainder of such provision) and the
application thereof to other persons or circumstances shall not be affected
thereby.
37. COMPLETE AGREEMENT
The undersigned agrees that the aforesaid Lease contains all of the terms
of the tenancy, and it has not relied on any other oral representations not
contained herein.
IN WITNESS WHEREOF, the Parties to this Agreement have hereunto set their
hands to duplicate originals, the day and year first above-written, after
having first noted and approved all erasures, interlineations, insertions,
strike-outs and strike-overs and have attached the votes of their respective
Board of Directors authorizing the named party to sign this Lease.
Blackstone Medical, Inc.
Lessor
By: /s/ Xxxxxxx Xxxxx
------------------------
Its President
Brimfield Precision, Inc.
Lessee
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------
Its Controller
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