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EXHIBIT 10.9
AGREEMENT of LEASE made as of the 30th day of June, 1998, BETWEEN XXXXX
X. XXXX of 000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxxx (hereinafter called
"LESSOR"), and TRIDENT INCORPORATED, a Connecticut corporation authorized to do
business in the State of Connecticut, with an office located at 0000 Xxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx, 00000 (hereinafter called "LESSEE"):
W I T N E S S E T H:
That the LESSOR does hereby lease to the said LESSEE certain premises
located at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx, which leased premises
consist of Lot 1112, a building of approximately 15,000 SQUARE feet of first
floor space, parking, and use of auxiliary facilities, specifically water and
refuse storage, as shown on a map entitled, "SITE PLAN LOT 1112 MAP PREPARED FOR
XXXXX X. XXXX 0000-0000 XXXXXXX XXXX, XXXX XX XXXXXXXXXX, XXXXXX OF FAIRFIELD,
STATE OF CONNECTICUT, scale 1"=50" August 1977, and revised May 18, 1978",
(hereinafter referred to as "Exhibit A"), a copy of which is attached hereto and
made a part hereof.
The term of this Lease shall be for a period of five (5) years
commencing July 1, 1998 and ending on June 30, 2003. LESSEE shall pay rent to
LESSOR at an annual rental rate of Sixty Thousand ($60,000.00) dollars, payable
in monthly advance payments of Five Thousand Five ($5,000.00) dollars, payable
on the first day of each month. The monthly rent shall be payable at the office
of the LESSOR, located at 000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxxx. The LESSEE
may cancel this lease at any time if the LESSEE purchases property from LESSOR
located at 000 Xxx Xxxxxxx Xxxx, Xxx Xxxxxxx, XX.
Access to the property shall be over the road as shown on Exhibit A.
The LESSOR expressly covenants that he has good right and title to grant such
access over the designated access road running from Federal Road to said Lot
1112.
The LESSEE shall have the option to renew this Lease for a further
term of three (3) years commencing on July 1, 2003 at the then prevailing market
rates for similar commercial space. In the event that the LESSEE shall desire to
exercise the option to renew as hereinbefore set forth, written
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notice shall be given to the LESSOR by registered mail, postage prepaid, at
least six (6) months before expiration of the original term of this lease.
It is agreed between the parties hereto that within One Hundred Twenty
(120) days of the termination date of the Lease, the LESSOR is permitted to show
the interior of the building to prospective tenants during reasonable times by
prior appointment, permission not to be unreasonably withheld.
The LESSEE agrees that it shall pay, in addition to the rental
hereinbefore set forth, the following charges and expenses:
(a) All charges for utilities, including but not limited to heat
and electricity, and all costs of routine maintenance used by
it or its business on the premises.
(b) All charges for the removal of LESSEE'S refuse.
(c) All personal property taxes, of whatever nature, chargeable as
against fixtures, equipment, inventory or other personalty
kept, used or maintained on leased premises.
(d) It is agreed and understood between the parties that during
the term of this Lease, all real property taxes and sewer use
charges assessed against the leased premises and improvements
thereon, shall be paid by the LESSEE as follows: The LESSOR
shall present to the LESSEE the receipted tax xxxx, or
certification by the bank that taxes have been paid,
representing the town of Brookfield's assessment against said
Lot 1112, and the LESSEE shall reimburse the LESSOR within
thirty (30) days thereafter the amount which has been paid by
said LESSOR. The taxes in Brookfield are payable in January
and July of each year for the advance six (6) month period. In
the event that the Lease expires during
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any one of the tax periods, the LESSEE shall be obligated to
pay only that portion of the tax which represents the period
covering the remaining term of the Lease.
The LESSEE agrees that it will make no structural alteration of, or
addition to the leased premises without the written consent of the LESSOR, which
consent shall not be unreasonably withheld. Any personal property installed by
the LESSEE or at the LESSEE'S expense in the leased premises may be removed by
the LESSEE at the expiration of this Lease or any renewal period thereof. No
part of the leased premises shall be subject to restoration at LESSEE'S expense,
however, LESSEE agrees to repair any damage to the building if caused by the
removal of personal property from the premises at the end of the lease term or
any extensions thereof.
The LESSEE shall have the right to erect one or more suitable exterior
sign(s) with the prior written approval of the LESSOR, which approval will not
be unreasonably withheld.
The LESSEE agrees that it, its agents, employees, or invitees shall not
block the access road in any way between Route 7 and the leased premises which
are located at the end of the said access road.
And the said LESSOR covenants with the said LESSEE that he has good
right to lease said premises in the manner aforesaid, and that he will suffer
and permit said LESSEE (it keeping all covenants on its part, as hereinafter
contained) to occupy, possess and enjoy said premises during the term aforesaid,
without hinderance or molestation from him or any person claiming by, from or
under him.
And the said LESSEE covenants with the said LESSOR to hire said
premises and to pay the rent therefore as aforesaid, that it will commit no
waste, nor suffer the same to be committed thereof, nor injure nor misuse the
same; and also that it will not assign this Lease nor underlet a part or the
whole of said leased premises, nor make alterations therein, nor use the same
for any purpose but
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that hereinafter authorized, without written permission of said LESSOR, which
permission shall not be unreasonably withheld, but will deliver up the same at
the expiration or sooner termination of its tenancy in as good condition as they
are now in, ordinary wear, fire and other unavoidable casualties excepted.
PROVIDED, however, and it is further agreed that if the said rent and
taxes shall remain unpaid for fifteen (15) days after the same shall become
payable as aforesaid, or if the said LESSEE shall assign the Lease, or underlet
or otherwise dispose of the whole or any part of said demised premises, or use
the same for any purpose but that hereinafter authorized or structural
alteration therein without the consent of the LESSOR in writing, or shall commit
waste or suffer the same to be committed on said premises, or injure or misuse
the same, then this Lease shall thereupon, by virtue of this express stipulation
therein, provided LESSOR has served LESSEE or LESSEE'S designated agent with
notice of such default and such default is not cured in fifteen (15) days,
expire and terminate, and the LESSOR may, at any time thereafter, re-enter said
premises, and the same have and possess as of his former estate, and without
such re-entry, may recover possession thereof in the manner prescribed by the
statute relating to summary process.
No holding over by said LESSEE shall operate to renew this Lease
without such written consent of said LESSOR.
And it is further agreed between the parties hereto, that the LESSEE is
to comply with, and to conform to all the Laws of the State of Connecticut, and
the by-laws, rules and regulations of the Town within which the premises hereby
leased are situated, relating to Health, Environment, Nuisance, Fire, Highways
and Sidewalks, so far as the premises hereby leased are, or may be concerned;
and to save the LESSOR harmless from all fines, penalties and costs for
violation of or non-compliance with the same, which are due to acts of
commission or omission of said LESSEE. Said premises except areas designated by
LESSEE as private shall be at all reasonable times open in times of emergencies
or by prior appointment.
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And it is further agreed between the parties to these presents, that in
case the building or buildings erected on the premises hereby leased shall be
partially damaged by fire or otherwise, the same shall be repaired as quickly as
possible at the expense of the LESSOR: that in case the damage shall be so
extensive as to render the building or demised premises untenantable for LESSEE
to conduct its business, the rent shall cease until such time as the building
shall be put in complete repair and if LESSEE'S premises and reasonable access
thereto will not be substantially restored to their original condition within 75
days subsequent to said casualty then LESSEE shall have the right to terminate
this Lease without penalty upon written notice from LESSEE to LESSOR. In the
case of the total destruction of the premises, by fire or otherwise, the rent
shall be paid up to the time of such destruction and then from thenceforth this
Lease shall cease or come to an end.
If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this Lease shall cease and terminate from the
date of title vesting in such proceeding and the LESSEE shall have no claim
against the LESSOR for the value of any unexpired term of said Lease. LESSOR
shall reimburse LESSEE for the net book value of any leasehold improvements made
to the premises. Said improvements shall be depreciated over 72 months using the
straight-line method. Said reimbursement shall not exceed 25% of the proceeds
LESSOR receives if premises are acquired or condemned.
And LESSEE further covenants and agrees that no unreasonable
accumulation of boxes, barrels, packages, waste paper, or other articles, either
in quantity or duration of time, shall be permitted in or upon the premises.
And the LESSEE covenants that in the event the LESSOR is required to
employ an attorney in order to enforce a provision of this Lease, the LESSEE
shall pay a reasonable attorney's fee not to exceed Fifteen Hundred ($1,500.00)
Dollars, in addition to any Court costs and sheriff fees if LESSOR is the
prevailing party.
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And the LESSOR covenants that in the event the LESSEE is required to
employ an attorney in order to enforce a provision of this Lease, the LESSOR
shall pay a reasonable attorney's fee not to exceed Fifteen Hundred ($1,500.00)
Dollars, in addition to any Court costs and sheriff fees if LESSEE is the
prevailing party.
LESSEE represents that LESSEE has dealt with no broker in connection
with negotiations for and the execution of this Lease.
The LESSEE further agrees that the leased premises will be used for
general offices, sales, research, development and manufacture of printing
components, consumables such as ink, printing systems and related devices and no
other purpose unless the prior written consent of the LESSOR is obtained, which
consent will not be unreasonably withheld.
The LESSEE shall at all times during the term of this Lease procure and
maintain general liability insurance for injury to persons or damage to property
arising out of the use of the said premises with companies duly authorized to
write such insurance in the State of Connecticut. The minimum policy limits
shall be One Million ($1,000,000.00) Dollars, combined single limit for bodily
injury and/or property loss. All such insurance shall name LESSEE as insured and
certificates thereof shall be left in the possession of the LESSOR. The LESSEE
shall furnish to the LESSOR insurance required to be carried by the LESSEE and
shall name as insureds the LESSOR and the holder of any fee mortgage as their
interest may appear. The LESSEE shall furnish to the LESSOR and, upon request,
the holder of any mortgage, certificates, evidencing all such insurance policies
and renewals thereof at least ten (10) days prior to the expiration of any
similar policy then expiring. Said policies shall provide that they shall not be
cancelable by the insurer without thirty (30) days prior notice to the LESSOR
and the holder of any mortgage. Should the LESSEE fail to provide or pay for any
of the insurance as required above, or should any such policy of insurance
obtained by LESSEE be allowed to lapse for any reason whatsoever, the LESSOR may
at the LESSOR'S option, obtain such insurance. In such event, the premiums paid
by the LESSOR shall be additional rent and shall be due and payable with
interest thereon at ten (10%) percent, immediately or at any time
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thereafter at the option of the LESSOR, provided that LESSOR has obtained such
insurance.
The LESSOR will obtain Fire Insurance on the structure in the amount of
Five Hundred Thousand ($500,000.00) Dollars, prior to LESSEE taking actual
possession. In the event that the cost for said insurance is increased as a
result of the nature of material stored or manufactured by the LESSEE other than
that aforementioned above, the LESSEE agrees to pay the increased costs of
insurance. LESSEE agrees to carry its own insurance covering fire damage to any
of its personal property, fixtures, equipment and further agrees to hold LESSOR
harmless from any claims or losses arising as the result of fire damage and/or
destruction.
The LESSEE agrees the property herein demised shall be in no event
security for any claim for work, labor, services or materials connected with or
incident to any installation, alteration, or repair made at the insistence of
the LESSEE in and to the said property, and further that the LESSEE will pay and
indemnify the LESSOR against all legal costs and charges including counsel fees
reasonably incurred in and about the defense of any suit in discharging the said
premises, or in proceedings by the LESSOR, with respect to any lien, judgment or
encumbrance, caused by the LESSEE. Nothing contained in this Agreement, or
incident to the tenancy hereby created shall be interpreted as authorizing the
LESSEE to pledge the credit of the LESSOR with respect to any cost of any
installation, alteration or repair.
The parties further agree and the LESSEE expressly covenants that no
industrial process wastes, which may be incompatible with the municipal sewer
system, shall be discharged into the system located upon the serving and demised
premises, but shall be hauled away at the LESSEE'S expense. The LESSEE will be
responsible for the normal upkeep of the sewer pump station.
The matter of maintenance, repair, alteration, distribution of
electrical power from the electrical panel to any of the LESSEE'S equipment,
shall be the sole responsibility and cost of the LESSEE and such installation
shall be done only by a licensed electrician and certificates of electrical
inspection shall be issued upon completion and a copy thereof filed with the
LESSOR.
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The LESSOR shall, at the LESSOR'S expense, if required, make all
necessary major structural, roof and road repairs.
The LESSOR agrees to execute any and all consents and formal documents
that may be submitted to it in order to accomplish the purposes of the Lease.
The parties agree that all machinery, equipment and fixtures of the
LESSEE shall remain the personal property of the LESSEE and be deemed as
personal property.
The lease and all rights of LESSEE hereunder are and shall be subject
and subordinate to the lien of any first mortgage which may hereafter affect the
fee title of the demised premises and to any modification, renewals, extensions
or replacements thereof and which shall contain a provision that notwithstanding
any default in the mortgage and any foreclosure thereof or the enforcement by
the holder thereof of any rights or remedies thereunder or otherwise, this Lease
shall remain in full force and effect and the LESSEE shall be permitted to
remain in quiet and peaceful possession of the demised premises throughout the
term thereof and any extension or renewal thereof.
The LESSEE shall, upon demand, at any time or times, execute,
acknowledge and deliver to LESSOR, without expense to LESSOR, any instruments
that may be reasonably necessary or proper to subordinate this Lease and all
rights hereunder to the lien of any such first mortgage and each such renewal,
modification, consolidation, replacement and extension.
The LESSEE is to be responsible for the periodic servicing of and
normal wear and tear upon plumbing, heating and air conditioning equipment
installed by the LESSOR; LESSOR is to be responsible for major repairs to
plumbing, heating and air conditioning equipment; the LESSEE to assume all costs
of repair to all systems and/or fixtures installed by the LESSEE or at the
LESSEE'S expense.
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The LESSEE shall be responsible for maintenance involving the exterior
of the leased building due to normal wear and tear. The LESSEE shall be
responsible for window washing, all summer grounds maintenance, and snow removal
from sidewalks, parking and loading areas, access road and entrance ways, at the
LESSEE'S expense. All interior maintenance will be the sole responsibility of
the LESSEE and at the LESSEE'S expense.
Nothing contained herein shall be construed to require the LESSOR to
furnish to the LESSEE as part of the consideration for rental reserved herein;
heat, cleaning, electricity, nor any other service whatsoever, except that
expressly stated herein.
LESSOR shall provide paved parking spaces for a minimum of sixty (60)
cars.
LESSEE shall save LESSOR harmless from, and defend and indemnify LESSOR
against, any and all injury, loss or damage, or claims for injury, loss or
damage, of whatever nature, to any person or property caused by or resulting
from any breach of a covenant of this lease by LESSEE, any act, omission or
negligence of LESSEE or any subtenant or concessionaire of LESSEE or any
employee or agent of LESSEE or any subtenant or concessionaire of LESSEE. It is
a condition of this save harmless and indemnification that LESSEE shall receive
prompt notice of any such claim against LESSOR.
LESSOR shall save LESSEE harmless from, and defend and indemnify LESSEE
against, any and all injury, loss or damage, or claims for injury, loss or
damage, of whatever nature, to any person or property caused by or resulting
from any breach of a covenant of this lease by LESSOR, any act, omission or
negligence of LESSOR or its employees or agents. It is a condition of this save
harmless and indemnification that LESSOR shall receive prompt notice of any such
claim against LESSEE.
All notices required or desired to be given hereunder by either party
to the other shall be given by certified or registered mail. Notices to the
respective parties shall be addressed as follows:
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If to the LESSOR: Xxxxx X. Xxxx
000 Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
If to the LESSEE: J. Xxx Xxxxx
Trident International, Incorporated
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Either party may, by written notice, designate a new address to which such
notices thereafter shall be directed.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, and to a duplicate of the same tenor and date, as of the date first
written above.
WITNESS LESSOR
/s/ Xxxx Xxxxxxx /s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
WITNESS
/s/ Xxxxxxx Xxxxx
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LESSEE
TRIDENT INTERNATIONAL, INCORPORATED
/s/ J. Xxx Xxxxx
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J. XXX XXXXX
