Exhibit 10.40
This Lease, dated the 15th day of JULY 1996
Between
XXXXX XXXXXXXX hereinafter referred to as the Landlord, and
Parties Xxxxxxxxx and Xxxx, Inc. hereinafter referred to as the
Tenant, WITNESSETH: That the Landlord hereby demises and
leases unto the Tenant, and the Tenant hereby hires and takes
from the Landlord for the term and upon the rentals
hereinafter specified, the premises described as follows,
situated in the County of Tolland and the State of Conn.
Premises Northfield Commons, 00 Xxxxx Xxxx Xxxx 0X, Xxxxxx, Xxxx.
Term The term of this demise shall be for 5 years beginning
August 1 1996 and ending July 30, 2001
Rent The rent for the demised term shall be ($ 57,000.00 ),
which shall accrue at the yearly rate of $950.00 per month or
11,400.00 per year
The said rent is to be payable monthly in advance on the
first day of each calendar month for the term hereof, in
instalments as follows:
Payment of Rent 950.00 per month including all common area maintenance,
taxes and insurance which are the Landlords responsibility.
at the office of or as may be otherwise directed by the
Landlord in writing
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful First.--The Landlord covenants that the Tenant, on
Possession paying the said rental and performing the covenants and
conditions in this Lease contained, shall and may peaceably
and quietly have, hold and enjoy the demised premises for the
term aforesaid.
Second.--The Xxxxxxx covenants and agrees to use the
demised premises as a Premise will be used for warehouse
space and retail sales as permitted by law.
Purpose and agrees not to use or permit the premises to be used for
any other purpose without the prior written consent of the
Landlord endorsed hereon.
Default in Third.--The Tenant shall, without any previous demand
Payment of Rent therefor, pay to the Landlord, or its agent, the said rent at
the times and in the manner above provided. In the event of
Abandonment of the non-payment of said rent, or any instalment thereof, at
Premises the times and in the manner above provided, and if the same
shall remain in default for ten days after becoming due, or
Re-entry and if the Tenant shall be dispossessed for non-payment of rent,
Reletting by or if the leased premises shall be deserted or vacated, the
Landlord Landlord or its agents shall have the right to and may enter
the said premises as the agent of the Tenant, either by force
Tenant Liable for or otherwise, without being liable for any prosecution or
Deficiency damages therefor, and may relet the premises as the agent of
the Tenant, and receive the rent therefor, upon such terms as
Lien of Landlord shall be satisfactory to the Landlord, and all rights of the
to Secure Tenant to repossess the premises under this lease shall be
forfeited. Such re-entry by the Landlord shall not operate to
release the Tenant from any rent to be paid or covenants to
be performed hereunder during the full term of this lease.
For the purpose of reletting, the Landlord shall be
authorized to make such repairs or alterations in or to the
leased premises as may be necessary to place the same in good
order and condition. The Tenant shall be liable to the
Landlord for the cost of such repairs or alterations, and all
expenses of such reletting. If the sum realized or to be
realized from the reletting is insufficient to satisfy the
monthly or term rent provided in this lease, the Landlord, at
its option, may require the Tenant to pay such deficiency
month by month, or may hold the Tenant in advance for the
entire deficiency to be realized during the term of the
reletting. The Tenant shall not be entitled to any surplus
accruing as a result of the reletting.
Performance The Tenant agrees to pay, as additional rent, all
Attorney's Fees attorney's fees and other expenses incurred by the Landlord
in enforcing any of the obligations under this lease.
Sub-letting and Fourth--The Tenant shall not sub-let the demised
Assignment premises nor any portion thereof, nor shall this lease be
assigned by the Tenant without the prior written consent of
the Landlord endorsed hereon. "Such landlord's approval shall
not be reasonable withheld."
Condition of Fifth--The Tenant has examined the demised promises, and
Premises, accepts them in their present condition (except as otherwise
Repairs expressly provided herein) and without any representations on
the part of the Landlord or its agents as to the present or
future condition of the said premises. The Tenant shall keep
the demised premises in good condition, and shall redecorate,
paint and renovate the said premises as may be necessary to
keep them in repair and good appearance. The Tenant shall
quit and surrender the premises at the end of the demised
term in as good condition as the reasonable use thereof will
permit. The Tenant shall not make any alterations, additions,
or improvements to said premises without the
Alterations and prior written consent of the Landlord. All erections,
Improvements alterations, additions and improvements, whether temporary or
permanent in character, which may be made upon the premises
Sanitation, either by the Landlord or the Tenant, except furniture or
Inflammable movable trade fixtures installed at the expense of the
Materials Tenant, shall be the property of the Landlord and shall
remain upon and be surrendered with the premises as a part
Sidewalks thereof at the termination of this Lease, without
compensation to the Tenant. The Tenant further agrees to keep
said premises and all parts thereof in a clean and sanitary
condition and free from trash, inflammable material and other
objectionable matter.
Sixth.--In the event that any mechanics' lien is
Mechanics' filed against the premises as a result of alterations,
Liens additions or improvements made by the Tenant, the Landlord,
at its option, after thirty days' notice to the Tenant, may
terminate this lease and may pay the said lien, without
inquiring into the validity thereof, and the Tenant shall
forthwith reimburse the Landlord the total expense incurred
by the Landlord in discharging the said lien, as additional
rent hereunder.
Seventh.--The Tenant agrees to replace at the
Glass Tenant's expense any and all glass which may become broken in
and on the demised premises. Plate glass and mirrors, if any,
shall be insured by the Tenant at their full insurable value
in a company satisfactory to the Landlord. Said policy shall
be of the full premium type, and shall be deposited with the
Landlord or its agent.
Eighth.--The Landlord shall not be responsible for
Liability of the loss of or damage to property, or injury to persons,
Landlord occurring in or about the demised premises, by reason of any
existing or future condition, defect, matter or thing in said
demised premises or the property of which the premises are a
part, or for the acts, omissions or negligence of other
persons or tenants in and about the said property. The Tenant
agrees to indemnify and save the Landlord harmless from all
claims and liability for losses of or damage to property, or
injuries to persons occurring in or about the demised
premises, "except for landlord's negligence or willful
misconduct"
Ninth.--Utilities and services furnished to the
Services and demised premises for the benefit of the Tenant shall be
Utilities provided and paid for as follows: water by the landlord; gas
by the tenant; electricity by the tenant; heat by the tenant;
refrigeration by the tenant; hot water by the tenant.
The Landlord shall not be liable for any interruption or
delay in any of the above services for any reason.
Tenth.--The Landlord, or its agents, shall have the
Right to Inspect right to enter the demised premises at reasonable hours in
and Exhibit the day or night to examine the same, or to run telephone or
other wires, or to make such repairs, additions or
alterations as it shall deem necessary for the safety,
preservation or restoration of the improvements, or for the
safety or convenience of the occupants or users thereof
(there being no obligation, however, on the part of the
Landlord to make any such repairs, additions or alterations),
or to exhibit the same to prospective purchasers and put upon
the premises a suitable "For Sale" sign. For three months
prior to the expiration of the demised term, the Landlord, or
its agents, may similarly exhibit the premises to prospective
tenants, and may place the usual "To Let" signs thereon.
Eleventh.--In the event of the destruction of the
Damage by Fire, demised premises or the building containing the said premises
Explosion, by fire, explosion, the elements or otherwise during the term
The Elements or hereby created, or previous thereto, or such partial
Otherwise destruction thereof as to render the premises wholly
untenantable or unfit for occupancy, or should the demised
premises be so badly injured that the same cannot be repaired
within ninety days from the happening of such injury, then
and in such case the term hereby created shall cease and
become null and void from the date of such damage or
destruction, and the Tenant shall immediately surrender said
premises and all the Tenant's interest therein to the
Landlord, and shall pay rent only to the time of such
surrender, in which event the Landlord may re-enter and re-
possess the premises thus discharged from this lease and may
remove all parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but yet be
repairable within ninety days from the happening of said
injury, the Landlord may enter and repair the same with
reasonable speed, and the rent shall not accrue after said
injury or while repairs are being made, but shall recommence
immediately after said repair shall be completed. But if the
premises shall be so slightly injured as not to be
rendered untenantable and unit for occupancy, then the
Landlord agrees to repair the same with reasonable promptness
and in that case the rent accrued and accruing shall not
cease or determine. The Tenant shall immediately notify the
Landlord in case of fire or other damage to the premises.
Twelfth.--The Tenant agrees to observe and comply
Observation with all laws, ordinances, rules and regulations of the
of Laws, Federal, State, County and Municipal authorities applicable
Ordinances, to the business to be conducted by the Tenant in the demised
Rules and premises. The Tenant agrees not to do or permit anything to
Regulations be done in said premises, or keep anything therein, which
will increase the rate of fire insurance premiums on the
improvements or any part thereof, or on property kept
therein, or which will obstruct or interfere with the rights
of other tenants, or conflict with the regulations of the
Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any
increase in insurance premiums resulting from the Tenant's
occupancy of the premises, or from any act or omission on the
part of the Tenant, the Tenant agrees to pay said increase in
insurance premiums on the improvements or contents thereof as
additional rent.
Thirteenth.--No sign, advertisement or notice shall
Signs be affixed to or placed upon any part of the demised premises
by the Tenant, except in such manner, and of such size,
design and color as shall be approved in advance in writing
by the Landlord.
Fourteenth.--This lease is subject and is hereby
Subordination subordinated to all present and future mortgages, deeds of
to Mortgages trust and other encumbrances affecting the demised premises
and Deeds or the property of which said premises are a part. The Tenant
of Trust agrees to execute, at no expense to the Landlord, any
instrument which may be deemed necessary or desirable by the
Landlord to further effect the subordination of this lease to
Sale of any such mortgage, deed of trust or encumbrance.
Premises
Sixteenth.--The rules and regulations regarding the
Rules and demised premises, affixed to this lease, if any, as well as
Regulations of any other and further reasonable rules and regulations which
Landlord shall be made by the Landlord, shall be observed by the
Tenant and by the Tenant's employees, agents and customers.
The Landlord reserves the right to rescind any presently
existing rules applicable to the demised premises, and to
make such other and further reasonable rules and regulations
as, in its judgment, may from time to time be desirable for
the safety, care and cleanliness of the premises, and for the
preservation of good order therein, which rules, when so made
and notice thereof given to the Tenant, shall have the same
force and effect as if originally made a part of this lease.
Such other and further rules shall not, however, be
inconsistent with the proper and rightful enjoyment by the
Tenant of the demised premises.
Violation of Seventeenth.--In case of violation by the Tenant of
Covenants, any of the covenants, agreements and conditions of this
Forfeiture of lease, or of the rules and regulations now or hereafter to be
Lease, Re-entry reasonably established by the Landlord, and upon failure to
by Landlord discontinue such violation within ten days after notice
thereof given to the Tenant, this lease shall thenceforth, at
Non-waiver the option of the Landlord, become null and void, and the
of Breach Landlord may re-enter without further notice or demand. The
rent in such case shall become due, be apportioned and paid
on and up to the day of such re-entry, and the Tenant shall
be liable for all loss or damage resulting from such
violation as aforesaid. No waiver by the Landlord of any
violation or breach of condition by the Tenant shall
constitute or be construed as a waiver of any other violation
or breach of condition, nor shall lapse of time after breach
of condition by the Tenant before the Landlord shall exercise
its option under this paragraph operate to defeat the right
of the Landlord to declare this lease null and void and to
re-enter upon the demised premises after the said breach or
violation.
Notices Eighteenth.--All notices and demands, legal or
otherwise, incidental to this lease, or the occupation of the
demised premises, shall be in writing. If the Landlord or its
agent desires to give or serve upon the Tenant any notice or
demand, it shall be sufficient to send a copy thereof by
registered mail, addressed to the Tenant at the demised
premises, or to leave a copy thereof with a person of
suitable age found on the premises, or to post a copy thereof
upon the door to said premises. Notices from the Tenant to
the Landlord shall be sent be registered mail or delivered to
the Landlord at the place hereinbefore designated for the
payment of rent or to such party or place as the Landlord may
from time to time designate in writing. / Xxxxxxxxx & Xxxx,
000 Xxxxxxxx Xx., Xxxxxx, XX 00000, Attn: Xxxxx XxXxxx
Bankruptcy Nineteenth.--It is further agreed that if at any time
Insolvency, during the term of this lease the Tenant shall make any
Assignment for assignment for the benefit of creditors, or be decreed
Benefit of insolvent or bankrupt according to law, or if a receiver
Creditors shall be appointed for the Tenant, then the Landlord may, at
its option, terminate this lease, exercise of such option to
be evidenced by notice to that effect served upon the
assignee, receiver, trustee or other person in charge of the
liquidation of the property of the Tenant or the Tenant's
estate, but such termination shall not release or discharge
may payment of rent payable hereunder and then accrued, or
any liability then accrued by reason of any agreement of
covenant herein contained on the part of the Tenant, or the
Tenant's legal representatives.
Holding Over Twentieth.--In the event that the Tenant shall remain in
by Tenant the demised premises after the expiration of the term of this
lease without having executed a new written lease with the
Landlord, such holding over shall not constitute a renewal or
extension of this lease. The Landlord may, at its option,
elect to treat the Tenant as one who has not removed at the
end of his term, and thereupon be entitled to all the
remedies against the Tenant provided by law in that
situation, or the Landlord may elect, at its option, to
construe such holding over as a tenancy from month to month,
subject to all the terms and conditions of this lease, except
as to duration thereof, and in that event the Tenant shall
pay monthly rent in advance at the rate provided herein as
effective during the last month of the demised term.
Eminent Domain, Twenty-first.--If the property or any part thereof
Condemnation wherein the demised premises are located shall be taken by
public or quasi-public authority under any power of eminent
domain or condemnation, this lease, shall forthwith terminate
and the Tenant shall have no claim or interest in or to any
award of damages for such taking.
Security Twenty-second.--The Tenant has this day deposited with
the Landlord the sum of $ 400.00 as security for the full and
faithful performance by the Tenant of all the terms,
covenants and conditions of this lease upon the Tenant's part
to be performed which said sum shall be returned to the
Tenant after the time fixed as the expiration of the term
herein, provided the Tenant has fully and faithfully carried
out all of said terms, covenants and conditions on Tenant's
part to be performed. In the event of a bona fide sale,
subject to this lease, the Landlord shall have the right to
transfer the security to the vendee for the benefit of the
Tenant and the Landlord shall be considered released by the
Tenant from all liability for the return of such security;
and the Tenant agrees to look to the new Landlord solely for
the return of the said security, and it is agreed that this
shall apply to every transfer or assignment made of the
security to a new Landlord. The security deposited under this
lease shall not be mortgaged, assigned or encumbered by the
Tenant without the written consent of the Landlord.
Arbitration Twenty-third.--Any dispute arising under this lease
shall be settled by arbitration. Then Landlord and Tenant
shall each choose an arbitrator, and the two arbitrators thus
chosen shall select a third arbitrator. The findings and
award of the three arbitrators thus chosen shall be final and
binding on the parties hereto.
Delivery Twenty-fourth.--No rights are to be conferred upon the
of Lease Tenant until this lease has been signed by the Landlord, and
an executed copy of the lease has been delivered to the
Tenant.
Twenty-fifth.--The foregoing rights and remedies are not
intended to be exclusive but as additional to all rights, and
remedies the Landlord would otherwise have by law.
Lease Provisions Twenty-sixth.--All of the terms, covenants and
Not Exclusive conditions of this lease shall insure to the benefit of and
be binding upon the respective heirs, executors,
administrators, successors and assigns of the parties hereto.
However, in the event of the death of the Tenant, if an
individual, the Landlord may, at its option, terminate this
lease by notifying the executor or administrator of the
Tenant at the demised premises.
Lease Binding Twenty-seventh.--This lease and the obligation of Tenant
on Heirs, to pay rent hereunder and perform all of the other covenants
Successors, Etc. and agreements hereunder on part of Tenant to be performed
shall in nowise be affected, impaired or excused because
Landlord is unable to supply or is delayed in supplying any
service expressly or impliedly to be supplied or is unable to
make, or is delayed in making any repairs, additions,
alterations or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is
prevented or delayed from so doing by reason of governmental
preemption in connection with the National Emergency declared
by the President of the United States or in connection with
any rule order or regulation of any department or subdivision
thereof of any governmental agency or by reason of the
conditions of supply and demand which have been or are
affected by the war.
Twenty-eighth.--This instrument may not be changed
orally.
SEE RIDER ADDENDUM A.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
Witness: /s/ Xxxxx Xxxxxxxx (SEAL)
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/s/ Xxxxxx X. Xxxxxxxx By Xxxxxxxxx & Xxxx, Inc.
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Xxxxxx X. Xxxxxxxx By /s/ Xxxxx X. XxXxxx (SEAL)
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Tenant
Xxxxx X. XxXxxx 8/1/96
VP & CFO
RIDER ADDENDUM A
Landlords agree to the following terms pursuant to the lease agreement:
. Landlord's, as individual owners of 00 Xxxxx Xxxx Xxxxx 0X, 0X, 0X, xxx 0X
agree that all demolition and alteration costs performed in accordance with
Tenant specifications will be uniformly borne by the Landlords.
. $1,000 alteration allowance to be granted to tenant upon signing of lease
Signed:
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxxx
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Xxxxx Xxxxxxxxx
