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Exhibit 10.7
L E A S E
THIS LEASE is entered into by and between XXXXXXXX X. XXXXXXXXX
(hereinafter the "Landlord") and WEB SERVICES INTERNATIONAL, INC.
(hereinafter the "Tenant").
IT IS MUTUALLY covenanted and agreed by and between the parties as
follows:
1. DEFINITIONS AND CONSTRUCTION.
1.01. For the purposes of this lease, the following words and phrases
are defined as set forth below -
THE BUILDING: the building at 809 Aquidneck Avenue, Middletown,
Rhode Island, within which the Leased Premises are
situated.
LEASED PREMISES: the premises described as follows:
approximately 3,200 square feet of office space located
on the first floor of the east wing of the Building
together with the right in common with the other Tenants
of the Building to use the common areas of the Building
and the parking spaces allocated to the Building.
TENANT: see introduction.
PROPERTY TAXES: All real property taxes and other assessments
(including taxes and other assessments by any water,
sewer, fire or other special district) of every nature
and description whether general or special payable by the
Landlord with respect to the Leased Premises.
1.02. The word "person refers to partnerships (including limited
partnerships), corporations, trusts and other legal entities, as well as natural
persons. The title of this Lease, as well as the paragraph and subparagraph
titles, are for convenience of reference only and will not be considered in the
interpretation or construction of any of the provisions hereof. Words in the
singular may be construed to include the plural, and vice versa, as the context
may require. Any consent, approval or acceptance required or permitted to be
given by a party to this Lease will be in writing and will not be unreasonably
withheld or delayed. Any notice required or permitted to
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be given by a party to this Lease will be in writing and will be given within
the time provided for herein.
2. LEASING.
The Landlord demises and leases to the Tenant and the Tenant leases and
takes from the Landlord the Leased Premises.
3. TERM.
The initial Term of this Lease shall be five (5) years beginning on
October 1, 1996, and ending on September 30, 2001.
4. RENT.
From October 1, 1996, to September 30, 1999, the Tenant will pay to the
Landlord, at the address hereinafter specified, rent at the annual rate of
THIRTY-FOUR THOUSAND TWO HUNDRED ($34,200.00) DOLLARS, in equal monthly
installments of TWO THOUSAND EIGHT HUNDRED FIFTY AND 00/100 ($2,850.00) DOLLARS
each, payable in advance on the first business day of each month.
From October 1, 1999, to September 30, 2000, the Tenant will pay to the
Landlord, at the address hereinafter specified, rent at the annual rate of
THIRTY-NINE THOUSAND ONE AND 00/100 ($39,000.00) DOLLARS in equal monthly
installments of THREE THOUSAND TWO HUNDRED FIFTY AND 00/100 ($3,250.00) DOLLARS
each payable in advance on the first business day of each month.
A late charge of ONE HUNDRED AND 00/100 ($100.00) DOLLARS will be paid by
Tenant for any month that Landlord does not receive the rent by the 10th of that
month.
The Landlord shall prior to the commencement of this Lease complete agreed
upon renovations to the Leased Premises. Tenant shall pay to Landlord
THIRTY-NINE THOUSAND
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AND 00/100 ($39,000.00) DOLLARS as its contribution to the cost of said agreed
upon renovations. This amount shall be paid as follows: SIX THOUSAND FIVE
HUNDRED AND 00/100 ($6,500.00) DOLLARS upon the execution of this Lease and
THIRTY~--TWO THOUSAND FIVE HUNDRED AND 00/100 ($32,500.00) DOLLARS on or before
October 1, 1996. Tenants shall not take possession of the Leased Premises until
said THIRTY-NINE THOUSAND AND 00/100 ($39,000.00) DOLLARS has been paid to
Landlord. As further consideration for the payment of the aforesaid THIRTY-NINE
THOUSAND AND 00/100 ($39,000.00) DOLLARS, Tenant shall pay no rent during the
Fifth (5th) year (October 1, 2000 to September 30, 2001) of this Lease, but
shall pay its share of common area maintenance in accordance with Paragraph 5 of
this Lease and of property taxes in accordance with Paragraph 29 of this Lease.
5. ADDITIONAL RENT FOR COMMON AREA MAINTENANCE.
In addition to the rent payable in accordance with Paragraph 4
hereinabove, Tenant shall pay as additional rent twenty-five (25%) percent of
the operating expenses of the common areas of the Building incurred by Landlord.
The common area operating expenses shall be defined as the following:
(a) Janitorial expenses for maintenance of the common areas of the
Building, including the common bathrooms;
(b) Electricity and heat expenses for the common areas;
(c) Snow and ice removal from the parking areas being used by the
Tenants of the Building;
(d) Lawn care and landscaping expenses;
(e) Rental of dumpsters for trash and costs of trash removal; and
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(f) Cleaning of outside windows of the Building.
Tenant, during the initial term of this Lease, shall pay TWO HUNDRED
THIRTY ($230.00) DOLLARS per month as its estimated share of the common area
expenses which payment shall be due on the first of each month commencing
October 1, 1996. Every six (6) months beginning April 1, 1 997, Landlord shall
deliver to Tenant a reasonably detailed statement setting forth the actual
common area expenses for the prior six (6) months. If Tenant's monthly estimated
payments shall be less than. the amount set forth in such statement, Tenant
shall pay the balance shown on such statement to Landlord within twenty-five
(25) days of receipt of such statement. If Tenant shall have paid more than the
amount set forth in such statement, Landlord shall credit such amount against
future payments of additional rent.
6. PERMITTED USE; COMPLIANCE WITH LAWS, ETC.
The Tenant will use the Leased Premises solely for the following purposes:
OFFICE SPACE. The Tenant will promptly observe and comply with all present and
future laws, ordinances, requirements, orders, directives, rules and regulations
of federal, state, city and town governments and all other governmental
authorities or any national or local Board of Fire Insurance Underwriters
affecting the Leased Premises or the Tenant's use thereof. The Tenant will
indemnify and hold harmless the Landlord from and against any and all penalties
or damages charged to or imposed upon it or for any violation of any such laws,
ordinances, rules or regulations. The Tenant will not use, or permit the use of,
the Leased Premises for any purpose which would cause the premiums on the
Landlord's fire and casualty insurance to be increased or create a forfeiture or
prevent renewal of such insurance. The Tenant will not use, or permit the use
of, the Leased Premises for any improper, offensive or unlawful purpose. The
Tenant will not use the parking area for the storage of unregistered cars, junk
cars or boats.
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7. REPAIRS AND MAINTENANCE.
7.01. The Landlord will maintain all structural portions of the building
at its expense during the term of this Lease, and shall replace any fixtures,
air conditioners, and heating equipment requiring replacement.
7.02. Tenant shall, at its own expense, keep and maintain the interior
part of the Leased Premises including normal maintenance of fixtures,
replacement of broken glass and electric light bulbs used for lighting fixtures,
normal maintenance of air conditioning and heating systems including such items
as annual adjustments, recharging of the air-conditioning system and filters.
Landlord will pay for replacement and/or repair of the heating and
air-conditioning systems.
7.03. Tenant shall furnish all necessary janitorial and maintenance
service and supplies necessary to keep the demised premises in suitable
condition for the purposes specified during the term of this Lease. It shall pay
in proper time all charges for electricity, heating and power used on the
demised premises. The Tenant shall maintain minimum heat of 45 degrees.
7.04. Landlord shall maintain the walls, roofs, sidewalk, parking area,
driveways, and alleys, outside plumbing, gutters and other exterior areas of the
building; however, Landlord shall not be responsible for the maintenance and
repairs as aforesaid if the said maintenance and/or repairs is occasioned by
damage which is attributable to the Tenant, its officers, agents or servants.
8. ALTERATIONS AND IMPROVEMENTS.
The Tenant may make any alterations or improvements to the Leased Premises
which do not materially impair or diminish the rental value of the Leased
Premises and the Building. All alterations and improvements will be subject to
the Landlord's prior approval of plans and
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specifications and such reasonable conditions (affecting, among other things,
the obtaining of required permits and authorizations, the selection of an
architect or engineer, the prompt completion of the alteration or improvement,
the payment for labor and materials supplied in connection with the same,
evidence of contractor's insurance, and contractor's performance and payment
bond) as the Landlord deems appropriate. All alterations and improvements will
become the property of the Landlord.
9. TENANT'S TRADE FIXTURES.
The Tenant may install Tenant's Trade Fixtures in the Leased Premises
provided that the same will not materially impair or diminish the rental value
of the Leased Premises. Tenant's Trade Fixtures will, notwithstanding the manner
of their installation, remain the property of the Tenant and will be removed by
the Tenant upon the termination of this Lease. The Tenant will repair any damage
to the Leased Premises occasioned by the removal of the Tenant's Trade Fixtures.
Any of Tenant's Trade Fixtures left on the Leased Premises upon the termination
of this Lease, at the election of the Landlord, may be (i) removed at the
Tenant's expense and sold, stored or discarded, or (ii) deemed to have been
abandoned and to be the property of the Landlord.
10. PUBLIC LIABILITY INSURANCE; INDEMNITY.
10.01. The Tenant will obtain and pay for general comprehensive public
liability insurance insuring the Landlord and the Tenant against loss from and
liability for damages on account of loss or injury suffered by any person or
property within or upon the Leased Premises, the coverage and protection of such
insurance to be in the amount of $1,000,000.00. Limits of such liability
insurance will be reviewed annually and increased if independent insurance
advisors selected by the Landlord so advise.
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10.02. The Tenant will indemnify and hold harmless the Landlord from and
against all loss, cost or damage (including reasonable attorneys' fees)
sustained by the Landlord on account of: (i) damage to property or injury to
persons resulting from any accident or other occurrence on or about the Leased
Premises, (ii) damage to property or injury to persons resulting from activities
of the Tenant on or about the Leased Premises -or elsewhere, or (iii) the
Tenant's failure to perform or fulfill any term, condition or agreement
contained or referred to herein on the part of the Tenant to be performed or
fulfilled.
11. FIRE OR OTHER CASUALTY WAIVER OF SUBROGATION; TENANT'S PROPERTY.
11.01. If the Building or the Leased Premises or any part thereof are
damaged by fire or other casualty, the Landlord will forthwith commence and
continue with all reasonable diligence the repair of the same, provided,
however, that if the Landlord so elects then upon notice given to the Tenant not
later than 30 days after the casualty, the Landlord may terminate this Lease as
of the date of the casualty and a proportionate part of the rent paid in advance
will be repaid to the Tenant. If the repair of the damage to the Leased Premises
is expected to require more than 90 days from the date of the casualty and the
Tenant will be deprived of substantially all beneficial use of the Leased
Premises during that time, then upon notice given to the Landlord not later than
30 days after the casualty, the Tenant may terminate this Lease as of the date
of the casualty and a proportionate part of the rent paid in advance will be
repaid to the Tenant. Until the Leased Premises are restored by the Landlord,
there will be an equitable adjustment of rent.
11.02. Each party will cause each fire or other casualty insurance policy
obtained by it to provide that the insurance company waives all right of
recovery by way of subrogation against either party in connection with any
damage covered by any policy. If any such insurance policy cannot be obtained
with a waiver of subrogation, or is obtainable only by the payment of an
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additional premium charge above that charged by insurance companies issuing
policies without waiver of subrogation, the party undertaking to obtain the
insurance will notify the other party of this fact. The other party will have a
period of 10 days after receiving the notice either to place the insurance with
a company that is reasonably satisfactory to the other party and that will carry
the insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost. If the insurance
cannot be obtained or the party in whose favor a waiver of subrogation is
desired refuses to pay the additional premium charged, the other party is
relieved of the obligation to obtain a waiver of subrogation rights with respect
to the particular insurance involved.
11.03. The risk of loss of or damage to property of the Tenant on or about
the Leased Premises will be borne solely by the Tenant and neither the Landlord
not any other tenant will have any liability for loss thereof or damage thereto.
12. INSURANCE POLICIES.
All insurance required under this Lease will be issued by companies
satisfactory to the Landlord. Each such policy will contain a provision that no
act or omission of the Tenant will affect or limit the obligation of the insurer
to pay on behalf of the Landlord. the amount of the loss sustained by, or claim
made against, the Landlord, and, to the extent obtainable, will. contain an
agreement by the insurer that such policy will not be canceled without at least
20 days' prior written notice to the Landlord.
13. SUBORDINATION.
This Lease will be subject and subordinate to any mortgage of the Building
now of record or recorded after the date hereof. Such subordination is effective
without any further act of the Tenant and the Tenant will from time to time on
request from the Landlord execute and deliver
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any instruments that may be required by any lender to effect the subordination
provided for herein. If the Tenant fails to execute and deliver any such
instrument, the Tenant irrevocably appoints the Landlord, with full power of
substitution, the Tenant's attorney-in-fact to -execute and deliver any such
instrument.
14. CONDEMNATION.
If the Building is taken in condemnation proceedings or by exercise of any
right of eminent domain, the Landlord will be entitled to collect from the
condemnor the entire award that may be made in any such proceeding without
deduction therefrom for any interest of the Tenant under this Lease (except such
portion of any award as is specifically made for the Tenant's moving expenses)
and this Lease will terminate as of the date of the taking.
15. ASSIGNMENTS AND SUBLEASES.
The Tenant will not assign or encumber its interest in this Lease or in the
Leased Premises, or sublease all or any part of the Leased Premises, or allow
any other person, firm or corporation (except the Tenant's authorized
representatives) to occupy or use all or any part of the Leased Premises,
without first obtaining the Landlord's written consent. Any assignment,
encumbrance or sublease without the Landlord's consent will be voidable and, at
the Landlord's election, will constitute a default under this Lease. No
permitted assignment or subleasing will in any way affect or reduce any of the
obligations of the Tenant under this Lease.
16. DEFAULT AND REMEDIES.
16.01. The Tenant will be in default under this Lease upon the occurrence
of any of the following events or conditions as to the Tenant or any guarantor
of the Tenant's obligations hereunder: (i) the Tenant's failure to pay rent or
make the other payments at the times and in the manner provided for herein, such
failure having continued for a period of 5 days (no notice of
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such non-payment being required to be given by the Landlord); (ii) the Tenant's
failure to perform or fulfill any other term, condition or agreement contained
or referred to herein, on the part of the Tenant to be performed or fulfilled,
such failure having continued (no reasonable efforts having been made by the
Tenant to correct the same) for a period of 15 days after notice thereof shall
have been given by the Landlord to the Tenant; (iii) the Tenant's or any
guarantor's being adjudged, bankrupt or insolvent, or voluntarily or
involuntarily taking advantage of any of the provisions of the Bankruptcy Act,
or making a general assignment for the benefit of creditors, or a permanent
receiver being appointed for its property and estate or of any part thereof, or
the leasehold interest hereby created being levied upon by execution or taken by
process of law; (iv) the dissolution of the Tenant or any guarantor of the
Tenant's obligations hereunder; or (v) the Tenant's vacating the Leased Premises
for 15 consecutive days.
16.02. In the event of default, it will be lawful for the Landlord
thereupon, or at any time thereafter, at the Landlord's option, and with or
without process of law, to terminate this Lease and to enter upon t he Leased
Premises and to expel the Tenant and those claiming under the Tenant, without
being guilty of any manner of trespass, and thenceforth peacefully and quietly
hold and enjoy the Leased Premises as if this Lease had not been made; without
prejudice, however, to any right to xxx for and recover any rent and other sums
then due under this Lease, or to any claim for damages or right of action or
remedy for preceding breach of any covenant, agreement or condition herein
contained which the Landlord might otherwise have or use.
16.03. In case of entry and termination of the Lease as hereinabove
provided, the Tenant will pay to the Landlord as damages for the Tenant's breach
of the lease the amount by which the rent provided for the remainder of the term
exceeds the fair rental value of the Leased Premises for the remainder of the
term.
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16.04. Or, in the event of default, alternatively, at the Landlord's
option, the Landlord may enter upon the Leased Premises as the agent of the
Tenant, and if the Landlord desires, expel the Tenant and those claiming under
the Tenant, without being guilty of any manner of trespass, and may rent the
Leased Premises as such agent, applying the net proceeds of such rentals on
account of the rent and other sums due from the Tenant, holding the Tenant
liable for any deficiency, and accounting to the Tenant for any surplus.
16.05. In the event of default, this Lease will not, except at the option
of the Landlord, continue for the benefit of any attaching creditor, assignee
for the benefit of creditors, permanent receiver, or trustee in bankruptcy.
16.06. In the event of default, in addition to any other sums due to the
Landlord hereunder, the Tenant will pay the Landlord's reasonable attorneys'
fees and all other expenses incurred in connection with enforcing its rights
hereunder.
17. OTHER RIGHTS AND RESPONSIBILITIES OF LANDLORD; SERVICES AND UTILITIES.
17.01. The Landlord and its authorized representatives will have the right
to enter the Leased Premises at all reasonable times for any of the following
purposes: (i) to determine whether the Leased Premises are in good condition and
whether the Tenant is complying with its obligations under this Lease; (ii) to
give any notice required or permitted to be given to the Tenant hereunder; (iii)
to post "For Sale" or "For Lease" signs during the last three (3) months of the
term or during any period while the Tenant is in default; (iv) to show the
Leased Premises to prospective brokers, agents, buyers, or tenants during the
last three (3) months of the term or during any period while the Tenant is in
default; or (v) to do any necessary maintenance and to make any restoration or
repairs to the Leased Premises or the Building.
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17.02. The Landlord will have the right to relocate or change any common
facility in the Building and any parking area adjacent thereto provided that
comparable facilities are provided.
17.03. The Landlord will have the right to close doors, entryways and
common areas for the purpose of repairing, maintaining or altering the same so
long as reasonable access to the Leased Premises is provided.
18. SURRENDER; HOLDOVER.
18.01. At the termination of this Lease, the Tenant will peaceably
surrender the Leased Premises in good order, condition and repair, excepting
reasonable wear and tear and excepting damage by fire or other casualty which
has been insured against.
18.02. If the Tenant remains in possession of the Leased Premises after
the expiration of the term of this Lease and continues to pay rent without any
express agreement as to holding over, the Landlord's acceptance of rent will be
deemed an acknowledgment of the Tenant's holding over upon a month-to-month
tenancy, subject, however, to all of the terms and conditions of this Lease
except as to the term hereof and any option to renew the term. 18.03. If the
Tenant remains in possession of the Leased Premises after the expiration of the
term of this Lease, whether as a month-to-month tenant pursuant to Paragraph
18.02 or otherwise, and the Landlord at any time declines to accept the rent at
the rate specified herein, the Tenant's holding over thereafter will be deemed
to be as a tenant at sufferance. The Tenant will nevertheless be subject to all
of the terms and conditions of this Lease except as to the term hereof and any
option to renew the term and except that the tenant will pay a monthly rent
double the amount otherwise due hereunder and will pay all loss, cost or damage
(including attorneys' fees) sustained by the Landlord on account of such holding
over.
19. QUIET ENJOYMENT.
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Upon paying the rent and all other payments required to be made by the
Tenant hereunder, and upon the Tenant's performing and fulfilling all terms,
conditions or agreements on its part to be performed and fulfilled, the Tenant
will quietly have and enjoy the Leased Premises during the term of this Lease
without lawful hindrance by any person claiming by, through or under the
Landlord.
20. WAIVERS.
The failure of the Landlord to insist in any one or more instances upon
the strict and literal performance of any of the agreements, terms, or
conditions of this Lease or to exercise any option of the Landlord herein
contained, will not be construed as a waiver for the future of such term,
condition, agreement or option. The receipt by the Landlord of rent with
knowledge of the breach of any term, condition, or agreement will not be deemed
to be a waiver of such breach. The receipt by the Landlord of rent after the
giving of any notice required to be given to the Tenant by law or by the terms
of this Lease will not in any way affect the operation of such notice.
21. NOTICES.
No notice, approval, consent or other communication permitted or required
to be given by this Lease will be effective unless the same is sent postage
prepaid, by United States registered or certified mail, return receipt
requested, to the other party at the following addresses:
If to the Landlord: XXXXXXXX X. XXXXXXXXX
00 XXXXXX XXXX
XXXXXXXXXX, XX 00000
If to the Tenant: WEB SERVICES INTERNATIONAL, INC.
XXXXXXX XXXX, PRESIDENT
000 XXXXXXXXX XXXXXX
XXXXXXXXXX, XX 00000
or to such other address as either party may designate by notice to the other
party.
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22. GOVERNING LAW.
This Lease and the performance thereof will be governed, interpreted,
construed and regulated by the laws of the State of Rhode Island.
23. SUCCESSORS AND ASSIGNS.
This Lease will bind and entire to the benefit of the parties hereto
and their respective successors and permitted assigns. References herein to
the parties will be deemed to include their respective successors and
permitted assigns.
24. ENTIRE AGREEMENT.
This Lease contains all of the agreements of the parties and may not be
modified or amended except by written agreement.
25. TENANTS' RULES AND REGULATIONS.
The Tenant will comply with rules and regulations governing the use of the
Building. The Landlord will have the right from time to time to alter or amend
the same. Upon delivery of a copy of the rules and regulations to the Tenant,
the Tenant will become bound by them and will comply with the same. If there is
a conflict between the rules and regulations and any of the provisions of this
Lease, the provisions of this Lease will prevail. The Landlord will not be
liable to the Tenant for violation of any rules and regulations by other
tenants.
26. SECURITY DEPOSIT.
As additional security for the fall and prompt performance by the Tenant
of all of the Tenant's obligations hereunder, the Tenant has upon execution of
this Lease paid to the Landlord a security deposit in the amount of TWO THOUSAND
EIGHT HUNDRED FIFTY AND 00/100 ($2,850.00) DOLLARS, which amount may be
applied by the Landlord for the purpose of curing any default or defaults of the
Tenant under this Lease. If the Tenant has not defaulted
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hereunder or if Landlord has not applied the security deposit to any default,
then the security deposit or any portion thereof not so applied by the Landlord
will be paid to the Tenant at the termination of this Lease. In the event that
the Landlord expends any part of the security deposit for the purpose of curing
any such default and notifies the Tenant of such application, the Tenant will
promptly pay Landlord the portion of the security deposit so used. The Landlord
will neither be required to pay interest on the security deposit nor to
segregate it or treat the security deposit as a trust fund.
27. HAZARDOUS WASTE CLAUSE.
27.01. The Tenant shall provide the Landlord with a list of any and all
materials of whatever nature and form which constitutes a hazardous waste as
defined in Rhode Island General Laws Title 23, Chapter 19.1 at sect. seq. or any
other local or federal code, law, provision, regulation or enactment.
27.02. The Tenant shall provide the Landlord with written notification
within five (5) calendar days of the addition of any hazardous wastes being
handled or otherwise possessed by the Tenant which have not been previously
identified in the listing provided in paragraph 27.01.
27.03. The Tenant shall not discharge, dispose or destroy any materials
constituting hazardous waste on the leased properties or any of the adjacent
properties associated therewith, in violation of any local, state or federal
code, law, provision, regulation or. enactment.
27.04. The Tenant will dispose of any and all hazardous waste as
previously defined in fall compliance with any and all local, state or federal
codes, laws, provisions, regulations or enactments.
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27.05. The Tenant shall provide the Landlord with an original duplicate of
any and all manifests required by local, state or federal code, law, regulation,
provision or enactment for the disposal of any hazardous waste or waste
materials.
27.06. The Tenant shall do nothing to cause the seizure and forfeiture of
the leased properties or any of the property as a whole of which the leased
property is a part. In the event that Tenant shall do so, Tenant shall be fully
liable to the Landlord for any and all losses sustained, including but not
limited to diminution in the property value of said property, legal fees
incurred by the Landlord, and the value of the property as a whole, together
with any fees, fines, penalties, or damages sustained by the Landlord.
27.07. (i) The Tenant shall do nothing to cause the issuance of Notice of
Violation as set forth in R.I.G.L. Section 23-19.1-33; (ii) the Tenant shall be
liable for any diminution of the property value caused to the Leased Premises or
the aggregate of the property which is effected by the recording of a Notice of
Violation in the Land Evidence Records; and (iii) the Tenant shall make every
effort and take every measure necessary to have the Notice of Violation
rescinded from the Land Evidence Records as allowed by law.
27.08. Indemnification. Tenant shall indemnify the Landlord for any and
all damages, assessments, legal fees, restoration costs, penalties, or other
legal remedies for which Lessor may be or become liable on or answerable to
because of Tenant's actions under any local, state or federal code, law,
provision, regulation or enactment regarding hazardous waste.
28. SIGNS.
The Tenant shall not place any signs on the Building. The Landlord will
erect a sign in the front of the Building, and the Tenant shall be entitled
to use of twenty (20%) percent of this sign for purposes of identification of
the business being conducted at the Leased Premises.
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29. ADDITIONAL RENT.
As additional rent during the extended terms of this Lease, the Tenant
will pay its proportionate share of increases in Property Taxes (whether the
increase is a result from an increase in rate or an increase in valuation, or
both), in excess of those Property Taxes payable with respect to or during the
base expense year, which for the purposes of this Lease is defined as the 1997
fiscal year of the Town of Middletown, Rhode Island. The Tenant's proportionate
share will be twenty-five (25%) percent the increases in Property Taxes
attributable to the building at 809 Aquidneck Avenue, Middletown, Rhode Island,
and twenty-one and one-half (21.5%) percent of the increases in Property Taxes
attributable to the land known as Assessor's Lot 504 on Assessor's Plat 114 of
the Town of Middletown which Assessor's Lot contains both the building at 000
Xxxxxxxxx Xxxxxx and the building at 000 Xxxxxxxxx Xxxxxx. Said additional rent
shall be payable by Tenant to Landlord within thirty (30) days of Tenants
receiving a statement from Landlord of such additional rent due as a result of
increases in the Property Taxes. If the Tax Assessor of the Town of Middletown
does not assess the two (2) buildings on Assessor's Lot 504 separately, the
increases in property taxes for the building at 000 Xxxxxxxxx Xxxxxx will be
calculated upon eighty (80%) percent of the increases for the total value of
both buildings on Assessor's Lot 504.
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IN WITNESS WHEREOF, the Landlord and Tenant have executed this instrument
this 29th day of JULY, 1996.
In presence of::
_________________________________ ___________________________________
WITNESS XXXXXXXX X. XXXXXXXXX
Landlord
_________________________________ WEB SERVICES INTERNATIONAL INC.
WITNESS Tenant
BY:_______________________________
XXXXXXX XXXX, PRESIDENT
_________________________________ BY:_______________________________
WITNESS XXXXX XXXX, VICE PRESIDENT
STATE OF RHODE ISLAND
COUNTY OF NEWPORT
In Middletown, RI on this 20th day of JULY, 1996, before me personally
appeared XXXXXXXX X. XXXXXXXXX to me known and known by me to be the party
executing the foregoing instrument and her acknowledged said instrument by her
executed to be her free act and deed.
________________________________
Notary Public
Commission Expire
STATE OF RHODE ISLAND
COUNTY OF NEWPORT
In Middletown, RI on this 29th day of JULY, 1996, before me personally appeared
XXXXXXX XXXX in his capacity as PRESIDENT and XXXXX XXXX in his capacity as VICE
PRESIDENT of WEB SERVICES INTERNATIONAL, INC., and to me known and known by me
to be the parties executing the foregoing instrument and they acknowledged said
instrument by them executed to be their free acts and deeds, in their said
capacities and the free act and deed of WEB SERVICES INTERNATAONAL, INC.
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_____________________________
Notary Public
Commission Expire
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