STANDARD FORM COMMERCE LEASE
Exhibit
10.40
STANDARD
FORM COMMERCE LEASE
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1.
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PARTIES
(fill
in)
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LESSOR,
which expression shall
include
its heirs, successors, and assigns
where the context so admits, does hereby lease to NEEDLETECH PRODUCTS,
INC., a Massachusetts corporation with a regular place of business
at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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2.
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PREMISES
(fill
in and include, if
ap-plicable,
suite number,
floor
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LESSEE,
which expression shall include its successors, executors, administrators,
and assigns where the context so admits, and the
LESSEE hereby leases the following described
premises;
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| number and square feet |
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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11,325
SQUARE FOOT, SINGLE STORY, CONCRETE BLOCK MANUFACTURING BUILDING WITH
MEZZANINE, FULLY AIR-CONDITIONED ON A 24,000 SQUARE FOOT LOT THE DEED TO
WHICH MAY BE FOUND AT BOOK 138989, PAGE 22 IN THE BRISTOL COUNTY N.D.
REGISTRY OF DEEDS
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together
with the right to use in common, with others entitled thereto, the
hallways, stairways, and elevators, necessary for access to said leased
premises and lavatories nearest thereto.
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3.
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TERM
(fill
in)
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The
term of this lease shall be
for FIVE YEARS Commencing
on APRIL,
2006 and
ending on MAY,
2011
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4.
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RENT
(fill
in)
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The
LESSEE shall pay to the LESSOR fixed rent at the rate of $66,000.00 per
year, payable in advance in monthly installments of $5,500.00, subject to
proration in the case of any partial calendar month. All rent
shall be payable without offset or deduction.
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5.
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SECURITY
DEPOSIT
(fill
in)
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Upon
the execution of this lease, the LESSEE shall pay to the LESSOR the amount
of DNA dollars, which shall be held as a security for the LESSEE’s
performance as herein provided and refunded to the LESSEE at the end of
this lease, without interest, subject to the LESSEE’s satisfactory
compliance with the conditions hereof.
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6.
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RENT
ADJUSTMENT
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N/A
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A.
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TAX
ESCALATION
(fill
in or delete)
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N/A
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B.
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OPERATING
COST
ESCALATION
(fill
in or delete)
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N/A
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C.
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CONSUMER
PRCE
ESCALATION
(fill
in or delete)
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(1)
LESSEE agrees that in the event the “Consumer Price Index for Urban Wage
Earners and Clerical Workers, U.S. City Average, All Items (1982-84=100)”
(hereinafter referred to as the “Price Index”) published by the Bureau of
Labor Statistics of the United States Department of Labor, or any
comparable successor or substitute index designated by the LESSOR,
appropriately adjusted, reflects an increase in the cost of living over
and above the cost of living as reflected by the Price Index for the month
of MAY, 2007 (hereinafter called the “Base Price Index”), the fixed rent
shall be adjusted in accordance with sub-paragraph (2) of this
Article.
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7.
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UTILITIES
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The
LESSEE shall pay, as they become due, all bills for electricity and other
utilities (whether they are used for furnishing heat or other purposes)
that are furnished to the leased premises and presently separately
metered, and all bills for fuel furnished to a separate tank servicing the
leased premises exclusively. The LESSOR agrees to provide all
other utility service and to furnish reasonably hot and cold water and
reasonable heat and air conditioning* (except to the extent that the same
are furnished through separately metered utilities or separate fuel tanks
as set forth above) to the leased premises, the hallways, stairways,
elevators, and lavatories during normal business hours on regular business
days of the heating and air conditioning* seasons of each year, to furnish
elevator service and to light passageways and stairways during business
hours, and to furnish such cleaning service as is customary in similar
buildings in said city or town, all subject to interruption due* to any
accident, to the making of repairs, alterations, or improvements, to labor
difficulties, to trouble in obtaining fuel, electricity, service, or
supplies from the source from which they are usually obtained for said
building, or to any cause beyond the LESSOR’s control.
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*delete
“air conditioning”
if
not applicable
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LESSOR
shall have no obligation to provide utilities or equipment other than the
utilities and equipment with 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 in
LESSEE’s sole obligation, provided that such installation shall be subject
to the written consent of the LESSOR.
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8.
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USE
OF LEASED
PREMISES
(fill
in)
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The
LESSEE shall use the leased premises only for the purpose of MANUFACTURING
NEEDLES AND RELATED PRODUCTS.
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9.
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COMPLIANCE
WITH
LAWS
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The
LESSEE acknowledges that no trade or occupation shall be conducted in the
leased premises or use made thereof which will be unlawful, improper,
noisy or offensive, or contrary to any law or any municipal by-law or
ordinance in force in the city or town in which the premises are
situated. Without limiting the generality of the foregoing (a)
the LESSEE shall not bring or permit to be brought or kept in or on the
leased premises or elsewhere on the LESSOR’s property any hazardous,
toxic, inflammable, combustible or explosive fluid, material, chemical or
substance, including without limitation any item defined as hazardous
pursuant to Chapter 21E of the Massachusetts General Laws; and (b) the
LESSEE shall be responsible for compliance with requirements imposed by
the Americans with Disabilities Act relative to the layout of the leased
premises and any work performed by the LESSEE therein.
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10.
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FIRE
INSURANCE
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The
LESSEE shall not permit any use of the leased premises which will make
voidable any insurance on the property o which the leased premises are a
part, or on the contents of said property or which shall be contrary to
any law of regulation from time to time established by the New England
Fire Insurance Rating Association, or any similar body succeeding to its
powers. The LESSEE shall on demand reimburse the LESSOR, and
all other tenants, all extra insurance premiums caused by the LESSEE’s use
of the premises.
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11.
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MAINTENANCE
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The
LESSEE agrees to maintain the leased premises in good condition, damage by
fire and other casualty only excepted, and whenever necessary, to replace
plate glass and other glass therein, acknowledging that the leased premise
are now in good order and the glass whole. The LESSEE shall not
permit the leased premises to be overloaded, damaged, stripped, or
defaced, nor suffer any waste. LESSEE shall obtain written
consent of LESSOR before erecting any sign on the
premises.
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A.
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LESSEE’S
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OBLIGATIONS
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▇.
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The
LESSOR, agrees to maintain the structure of the building of which the
leased premises are a part in the
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OBLIGATIONS
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condition
as it is at the commencement of the term or as it may be put in during the
term of this lease, reasonable wear and tear, damage by fire and
other casualty only excepted, unless such maintenance is
required because of the LESSEE or those of whose conduct the LESSEE is
legally reasonable.
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12.
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ALTERATIONS
-
ADDITIONS
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The
LESSEE shall not make structural alterations or additions to the leased
premises, but may make non-
structural
alterations provided the LESSOR consents thereto in writing, which consent
shall not be unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE’s expense and shall be in quality at least
equal to the present construction. LESSEE shall not permit any
mechanics’ liens, or similar liens, to remain upon the leased premises for
labor and materials furnished to LESSEE or claimed to have been furnished
to LESSEE in connection with work of any character performed or claimed to
have been performed at the direction of LESSEE and shall cause any such
lien to be released of record forthwith without cost to
LESSOR.
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Any
alternations or improvements made by the LESSEE shall become the property
of the LESSOR at the termination of occupancy as provided
herein.
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13.
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ASSIGNMENT
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SUBLEASING
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The
LESSEE shall not assign or sublet the whole or any part of the leased
premises without LESSOR’s prior
written
consent. Notwithstanding such consent, LESSEE shall remain
liable to LESSOR for the payment of all rent and for the full performance
of the covenants and conditions of this lease.
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14.
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SUBORDINATION |
This
lease shall be subject and subordinate to any and all mortgages, deeds of
trust and other instruments in the nature of a mortgage, now or at any
time hereafter, a lien or liens on the property of which the leased
premises are a part and the LESSEE shall, when requested, promptly execute
and deliver such written instruments as shall be necessary to show the
subordination of this lease to said mortgages, deeds of trust or other
such instruments in the nature of a mortgage, deeds of trust or other such
instruments in the nature of a
mortgage.
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15.
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LESSOR’S
ACCESS
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The
LESSOR or agents of the LESSOR may, at reasonable times, enter to view the
leased premises and may remove placards and signs not approved and affixed
as herein provided, and make repairs and alterations as LESSOR should
elect to do and may show the leased premises to others, and at any time
within three (3) months before the expiration of the term, may affix to
any suitable part of the leased premises a notice for letting or selling
the leased premises or property of which the leased premises are a part
and keep the same so affixed without hindrance or
molestation.
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16.
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INDEMNIFICATION
AND
LIABILITY
(fill
in)
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The
LESSEE shall save the LESSOR harmless from all loss and damage occasioned
by anything occurring
on
the leased premises unless caused by the negligence or misconduct of the
LESSOR, and from all loss
damage
wherever occurring occasioned by any omission, fault, neglect or other
misconduct of the LESSEE. The removal of snow and ice from the
sidewalks bordering upon the leased premises shall be LESSEE’S
responsibility.
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17.
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LESSEE’S
LIABILITY
INSURANCE
(fill
in)
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The
LESSEE shall maintain with respect to the leased premises and the property
of which the leased premises are part comprehensive public liability
insurance in the amount of $1,000,000.00 with property damage insurance in
limits of $500,000.00 in responsible companies qualified to do business in
Massachusetts and in good standing therein insuring the LESSOR as well as
LESSEE against inquiry to persons or damage to property as
provided. 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 cancelled without at least ten (10) days prior
written notice to each assured named therein.
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18.
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FIRE
CASUALTY
-
EMINENT
DOMAIN
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Should
a substantial portion of the leased premises, or of the property of which
they are a part, be substantially damaged by fire or other casualty, or be
taken by eminent domain, the LESSOR may elect to terminate this
lease. When such fire, casualty, or taking renders the leased
premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the LESSEE may elect to
terminate this lease if:
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(a)
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The
LESSOR fails to give written notice within thirty (30) days of intention
to restore leased premises, or
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(b)
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The
LESSOR fails to restore the leased premises to a condition substantially
suitable for their intended use with ninety (90) day of said fire,
casualty or taking.
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The
LESSOR reserves and the LESSEE grants to the LESSOR, all rights which the
LESSEE may have for damages or injury to the leased premises for any
taking by eminent domain, except for damage to the LESSEE’s fixtures,
property, or equipment.
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19.
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DEFAULT |
In
the event that:
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AND
BANKTUPTCY
(fill
in)
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(a)
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The
LESSEE shall default in the payment of any installment of rent or other
sum herein specified and such default shall continue for ten (10) days
after written notice thereof; or
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(b)
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The
LESSEE shall default in the observance or performance of any other of the
LESSEE’s Covenants, agreements, or obligations hereunder and such default
shall not be corrected within thirty (30) days after written notice
thereof; or
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(c)
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The
LEESEE shall be declared bankrupt or insolvent according to law, or, if
any assignment shall be made of LESSEE’s property for the benefit of
creditors,
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then
the LESSOR shall have the right thereafter, while such default continues,
to re-enter and take complete possession of the leased premises, to
declare the term of this lease ended, and remove the LESSEE’s effects,
without prejudice to any remedies which might be otherwise used for
arrears of rent or other default. The LESSEE shall indemnify
the LESSOR against all loss of rent and other payments which the LESSOR
may incur by reason of such termination during the residue of the
term. If the LESSEE shall default, after reasonably notice
thereof, in the observance or performance of any conditions or covenants
on LESSEE’s part to be observed or performed under or by virtue of any of
the provisions in any article of his lease, the LESSOR, without being
under any obligation to do so and without thereby waiving such default,
may remedy
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such
default for the account and at the expense of the LESSEE. If
the LESSOR makes any expenditures or incurs any obligations for the
payment of money in connection therewith, including but not limited to,
reasonable attorney’s fees in instituting, prosecuting or defending any
action or proceeding, such sums paid or obligations insured, with interest
at the rate of 18 percent per annum and costs, shall be paid to the LESSOR
by the LESSEE as additional rent.
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20.
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NOTICE (fill in) |
Any notice
from the LESSOR to the LESSEE relating to the leased premises or to the
occupancy thereof, shall be deemed duly served, if left at the leased
premises addressed to the LESSEE, or if mailed to the leased premises,
registered or certified mail, return receipt requested, postage prepaid,
addressed to the LESSEE. Any notice from the LESSEE to the
LESSOR relating to the leased premises or to the occupancy thereof, shall
be deemed duly served, if mailed to the LESSOR by registered or certified
mail, return receipt requested, postage prepaid, addressed to the LESSOR
at such address as the LESSOR may from time to time advise in
writing. All rent notices shall be paid and sent to the LESSOR
at:
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▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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21.
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SURRENDER |
The
LESSEE shall at the expiration or other termination of this lease remove
all LESSEE’s goods and
effects
from the leased premises, (including, without hereby limiting the
generality of the foregoing, all signs and lettering affixed or painted by
the LESSEE, either inside or outside the leased
premises). LESSEE shall deliver to the LESSOR the leased
premises and all keys, locks thereto, and other fixtures connected
therewith and all alternations and additions made to or upon the leased
premises, in good condition, damage by fire or other casualty only
excepted. In the event of the LESSEE’s failure to remove any of
LESSEE’s property from the premises, LESSOR is hereby authorized, without
liability to LESSEE for loss or damage thereto, and at the sole risk of
LESSEE, to remove and store any of the property at LESSEE’s expense, or to
retain same under LESSOR’s control or to sell at public or private sale,
without notice any or all of the property not so removed and to apply the
net proceeds of such sale to the payment of any sum due hereunder, or to
destroy such property.
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22.
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BROKERAGE
(fill
in or delete)
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N/A
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23.
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CONDITION
OF
PREMISES
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Except
as may be otherwise expressly set forth herein, the LESSEE shall accept
the leased premises “as is” in their condition as of the commencement of
the term of this lease, and the LESSOR shall be obligated to perform no
work whatsoever in order to prepare the leased premises for occupancy by
the LESSEE.
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24.
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FORCE
MAJEURE
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In
the event that the LESSOR is prevented or delayed from making any repairs
or performing any other covenant hereunder by reason of any cause
reasonably beyond the control the LESSOR, the LESSOR shall not be liable
to the LESSEE therefor nor, except as expressly otherwise provided in case
of casualty or taking, shall the LESSEE be entitled to any abatement or
reduction of rent by reason thereof, nor shall the same give rise to a
claim by the LESSEE that such failure constitutes actual or constructive
eviction from the leased premises or any part thereof.
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25.
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LATE
CHARGE
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If
rent or any other sum payable hereunder remains outstanding for a period
of ten (10) days, the LESSEE
shall
pay to the LESSOR a late charge equal to one and one-half percent (1.5%)
of the amount due for each month or portion thereof during which he
arrearage continues.
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26.
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LIABILITY
OF
OWNER
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No
owner of the property of which the leased premises are a part shall be
liable hereunder except or
breaches
of the LESSOR’s obligations occurring during the period of such
ownership. The obligations of the
LESSOR
shall be binding upon the LESSOR’s interest in said property, but not upon
other assets of the LESSOR, and no individual partner, agent, trustee,
stockholder, officer, director, employee or beneficiary of the LESSOR
shall be personally liable for performance of the LESSOR’s obligations
hereunder.
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27.
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OTHER PROVISIONS |
It
is also understood and agreed that
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The
rent is triple net, so that in addition to the stated rent, the LESSEE
shall be responsible for all taxes, insurance, utilities, and maintenance
cost whatsoever as they come due.
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IN
WITNESS HEREOF, the said parties hereunto set their hands and seals this19th day
of April, 2006.
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
President
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Member
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LESSEE
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LESSOR
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/s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇,
V.P.
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/s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Member
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LESSEE
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LESSOR
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5-22-08
AMENDMENT
TO STANDARD FORM LEASE AGREEMENT
PARTIES
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Lessor
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Needletech
Products, Inc.
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Lessee
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▇▇▇▇▇▇▇▇-▇▇▇▇
LLC
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PREMISES
▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERM
Commencing
on April 2006 and ending on May 2011, rent payable in monthly installments of
$5,500.
WHEREAS,
▇▇▇▇▇▇▇▇-▇▇▇▇ LLC received the amount of $5,190 in security deposits during the
closing process for the above referenced property.
WHEREAS,
▇▇▇▇▇▇▇▇-▇▇▇▇ LLC acknowledges that this security deposit belongs to
Needletech.
NOW
THEREFORE, Section 5, “Security Deposit” of the Lease Agreement is amended to
read that a deposit in the amount of $5,190 was received and the current DNA no
longer applies.
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By:
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/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ 5-22-08
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Member
▇▇▇▇▇▇▇▇-▇▇▇▇
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