EXHIBIT 10.2
LEASE AGREEMENT
THIS AGREEMENT, made as of this 7th day of January, 1992, by and
between XXXXX X. XXXXXX and XXXXXXX X. XXXXXX, of Jericho, in the County of
Xxxxxxxxxx and State of Vermont (hereinafter called "Landlord") and NEW
ENGLAND WIRELESS INC., a Vermont Corporation with a principal place of
business at 00 Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx, 00000 (hereinafter
called "Tenant").
1. Description of Premises. The Landlord hereby leases to the Tenant
two buildings in the Jericho East Complex, one of a approximately Four
Hundred Forty square feet and the other of approximately Fourteen Hundred
square feet and a parcel of land approximately 100 feet by 100 feet all as
more particularly shown on Schedule A attached hereto and incorporated
herein.
2. Commencement and Term. The term of this Lease shall commence on
the 1st day of February, 1992 and shall expire on the 31st day of January,
1997. The tenant shall have the right to renew this lease for three
additional Five year terms upon the same terms and conditions except that
the rental amount shall continue to be adjusted annually from the previous
rental amount pursuant to Paragraph 3B. Lessee shall notify Lessor in
writing of such renewal prior to the expiration of the Lease term.
3. Rental Payments. (A) Tenant agrees to pay rent at the annual rate
of Nineteen Thousand Two Hundred Dollars per annum. Said amount shall be
adjusted annually as set forth below. Tenants shall pay said minimum rent
in equal monthly installments of Sixteen Hundred Dollars per month in lawful
money of the United State in advance, on the first of each calendar month
during the term of the Lease.
(B) At the beginning of the second Lease Year and at the beginning of
each Lease Year thereafter, Tenant's minimum rent shall be adjusted based
upon changes in the cost of living, as those changes are reflected in the
Consumer Price Index for all Urban Consumers for the United States Average
(1982-1984=100) ("C.P.I.") published by the Bureau of Labor Statistics
("BLS") of the United States Department of Labor. At the commencement of
each Lease Year beginning with the second Lease Year, the rent shall be
increased as follows:
Multiply the annual minimum rent for the immediately preceding
Lease Year by a fraction, the numerator of which is the C.P.I.
for the month published last prior to the commencement of the
new Lease Year, and the denominator of which is the C.P.I. for
the month one year prior to the month used to determine the
numerator. The product shall be the annual rent for the new
Lease Year.
Under no circumstances shall the foregoing adjustments result in a decrease
in the minimum rent. If the C.P.I. decreases from one Lease Year to the
next at any time during the term of this Lease, the minimum rent shall
remain the same as the minimum rent for the prior year. If the BLS changes
the base reference period for the C.P.I. from 1982-1984=100, the cost of
living adjustment shall be determined with the use of such conversion
formula or table as may be published by the BLS. If the BLS otherwise
substantially revises, or ceases publication of, the C.P.I. then a
substitute index for determining cost of living adjustments, issued by the
BLS or by a reliable governmental or other nonpartisan publication, shall be
reasonably designed by Landlord.
The annual rental for the first year of any Lease renewal shall be the
rental amount for the previous year as adjusted by the C.P.I. as provided in
this Paragraph and the rental amount for the subsequent years of any Lease
renewal shall be computed in the same manner as provided in this Paragraph.
4. Security Deposit. Tenant shall deposit with the Landlord at the
time of execution of this Lease the sum of One Thousand Six Hundred Dollars
as a security deposit to insure compliance with all of the terms and
conditions as herein provided. This deposit shall not bear interest.
5. Net Lease. This is a net lease and the Landlord shall not be
required to provide any services or do any action in connection with the
demised premises except as specifically provided herein, and the rent
reserved hereunder shall be paid the Landlord without any claims on the part
of the tenant for diminution or abatement.
6. Use of the Premises. Tenant shall use the demised premises for
the conduct of its principal business. Any change of use must be approved
by the Landlord in writing.
7. Parking Area and Easements. The Tenant shall have reasonable use
the parking area as shown on Schedule A attached hereto. The overnight
parking of up to twelve service type vehicles or automobiles will be
allowed.
8. Maintenance and Repair. The Tenant shall, during the term of this
Lease, at its sole expense, keep the interior of Leased premises in as good
order and repair as they are at the commencement of this Lease, reasonable
wear and tear excepted. Lessor shall be responsible for all structural
repairs provided said repairs are not caused by the negligence or fault of
the Lessee. Landlord shall be responsible for snow removal, trash removal
and the up keep of the lawns surrounding the leased premises.
9. Utilities and Services. The Tenants specifically agrees to pay
for all charges for gas, electricity, water, light, heat, power and/or other
services used or charges imposed and the Landlord shall not be required to
furnish any services or facilities to the premises except for rubbish
removal.
10. Taxes. The Landlord shall pay all Real Estate Taxes on the
Leased premises. The Tenant shall pay all taxes and assessments upon the
personal property and satellite dish to be erected.
11. Compliance with Laws. The Tenant, at its sole expense, shall
comply with all laws, orders and regulations of federal, state and municipal
authorities, and with any direction of any public officer, pursuant to law,
which shall impose any duty upon the Landlord or the Tenant with respect to
the leased premises. The Tenant, at its sole expense, shall obtain all
licenses or permits which may be required for the conduct of its business
within the terms of this Lease, or for the making of repairs, alterations,
improvements or additions, and the Landlord, where necessary, will join the
Tenant in applying for all such permits or licenses.
12. Condition of Premises. At the expiration of the Lease term, the
Tenant shall surrender the leased property in as good condition as it was in
at the beginning of the term, reasonable use and wear and damages by the
elements excepted.
13. Alterations and Improvements. No alteration, addition or
improvement to the leased premises shall be made by the Tenant without the
written consent of the Landlord. Any alteration, addition or improvements
made by the Tenant after such consent shall have been given, and any
fixtures installed as part thereof, shall, at the Landlord's option, become
the property of the Landlord upon the expiration or other sooner termination
of this Lease; excepting TV satellite dishes, transmission antenna; and
associated TV electronic components which shall at all times remain the
Tenants property; provided, however, that the Landlord shall have the right
to require the Tenant to remove such fixtures at the Tenant's cost upon such
termination of this Lease.
14. Tenant's Default. If the leased premises shall be deserted or
vacated, or if proceedings are commenced against the Tenant in any court
under any bankruptcy act or for the appointment of a trustee or receiver of
the Tenant's property, either before or after the commencement of the Lease
term, or if there shall be a default in the payment of rent or any part
thereof for more than ten (10) days, or if there shall be default in any
other covenant, agreement or condition for more than twenty (20) days after
written notice of such default by the Landlord, this Lease (if the Landlord
so elects) shall thereupon become null and void, and the Landlord shall have
the right to re-enter or repossess the leased premises, either by force,
summary proceedings, surrender or otherwise, and dispossess and remove
therefrom, the Tenant, or other occupants thereof, and their effects,
without being liable to any prosecution therefor. In such case, the
Landlord may, at its option, relet the leased premises or any part thereof,
and the Tenant shall pay the Landlord the difference between the rent hereby
reserved and agreed to be paid by the Tenant for the portion of the term
remaining at the time of re-entry or repossession and the amount, if any,
received or to be received under such relating for such portion of the term.
15. Landlord's Right to Perform Tenant's Obligations. If the Tenant
is in default, other than the provisions requiring the payment of rent, and
the Landlord shall give to the Tenant written notice of such default, and if
the Tenant shall fail to cure or commence with due diligence to cure such
default within fifteen (15) days after the receipt of such notice, then the
Landlord may cure such default for the account of the Tenant, and any such
sums reasonably expended by the Landlord in connection therewith shall be
deemed to be additional rent and payable with rent which shall next become
due.
16. Right to Access. The Landlord and their representatives may
enter the leased premises, at any reasonable time, for the purpose of
inspecting the lease premises, performing any work which the Landlord elects
to undertake, exhibiting the leased property for sale, lease or mortgage
financing, or posting any required notices.
17. Insurance. During the term of this Lease, the Tenant, at its
sole cost and expense, and for the benefit of the Landlord, shall carry and
maintain comprehensive public liability insurance, including property
damage, insuring the Landlord against liability for injury to persons or
property occurring in or about the leased premises or arising from the
ownership, maintenance, use or occupancy thereof.
18. Quiet Enjoyment. Landlord covenants and agrees with Tenant that
upon Tenant paying said rent, and performing all the covenants and
conditions aforesaid, on Tenant's part to be observed and performed, Tenant
shall and may peaceably and quietly have, hold and enjoy the premises hereby
demised, for the term aforesaid, subject, however, to any underlying
mortgages.
19. Assignment and Subletting. This Lease may not be assigned or
sublet by the Tenant without the express written consent of the Landlord.
20. Indemnification of Landlord. Except for claims arising out of
acts caused by the affirmative negligence of the Landlord or its
representatives, the Tenant shall indemnify and defend the Landlord and the
leased premises, at the Tenant's expense, against all claims, expenses and
liabilities arising from (a) the management or occurrence on or about the
leased premises; (b) any default by the Tenant hereunder; or (c) any act or
omission or negligence of the Tenant or its agents, directors, employees or
licensees.
21. Waiver. The failure of the Landlord to insist upon strict
performance of any of its terms, conditions and covenants herein shall not
be deemed a waiver of any rights or remedies that the Landlord may have and
shall not be deemed a waiver of any subsequent breach or default in the
terms, conditions and covenants herein contained.
22. Invalidity or Inapplicability of Clause. If any term or
provision of this Lease or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest permitted by law.
23. Captions. The headings and captions contained in the Lease are
inserted for convenience of reference only, and are not to be deemed part of
or to be used in construing this Lease.
24. Successors or Assigns. The covenants and agreements herein
contained shall, subject to the provisions of this Lease, bind and inure to
the benefit of the Landlord, its successors and assigns, and Tenants, its
successors and assigns, and Tenants, its successors and assigns, except as
otherwise provided herein.
25. Subordination or Lease: This Lease is subordinate to all existing
mortgages that presently exist on this property. Should the Lessors desire
to sell or mortgage said premises after execution of this Lease Agreement
this Lease shall be subordinate and secondary to said mortgage or sale of
said property provided that nothing shall in anyway inhibit Lessees use of
said property in accordance with this Lease Agreement for the remainder of
Lessee's term. Lessee shall upon mortgage or sale of said premises execute
such documents as are necessary to effectuate such mortgage or sale provided
that such documents do not change any of the terms and conditions of Lessees
written Lease Agreement.
26. Entire Agreement; Amendments. It is expressly understood and
agreed by and between the parties hereto that this Lease sets forth all the
promises, agreement, conditions, inducements and understanding between the
Landlord and the Tenant relative to the demised premises and that there are
no promises, agreements, conditions, understanding, inducements, warranties
or representations, oral or written, express or implied, between them other
than as herein set forth and shall not be modified in any manner except by
an instrument in writing executed by the parties.
IN WITNESS WHEREOF, the parties have executed this on the 7th day of
January, 1992.
IN THE PRESENCE OF: LANDLORD:
/S/______________________________ /S/_______________________________
XXXXX X. XXXXXX
_________________________________ /S/_______________________________
XXXXXXX X. XXXXXX
TENANT:
NEW ENGLAND WIRELESS INC.
By: /S/__________________________
XXXXX X. XXXXXX
PRESIDENT
STATE OF VERMONT
XXXXXXXXXX COUNTY, SS.
At Essex Junction, in said County and State, this 7th day of January,
1992, personally appeared XXXXX X. XXXXXX and XXXXXXX X. XXXXXX, and XXXXX
X. XXXXXX, as duly authorized agent of New England Wireless Inc., and they
acknowledged this instrument by them sealed and subscribed, to be their free
act and deed and the free act and deed of New England Wireless Inc.
Before me, /S/______________________
Notary Public
GUARANTEE
In consideration of the making of the foregoing Lease between XXXXX X.
XXXXXX and XXXXXXX X. XXXXXX and NEW ENGLAND WIRELESS INC., the undersigned
do hereby covenant and agree with the said Xxxxx X. Xxxxxx and Xxxxxxx X.
Xxxxxx, their heirs and assigns that if default be made at any time by the
Lessee, its successors and assigns, in the payment of rent and/or
performance of the covenants in the said Lease Agreement on its part to be
paid and/or perform, the undersign will pay said rent and any arrears
thereof that may remain due and perform the covenants and also pay any and
all damages that may arise in consequence of the nonpayment of said rent
and/or the nonperformance of said covenants or any of them.
Dated this 7th day of January, 1992.
/S/_________________________________
Xxxxx X. Xxxxxx
