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AGREEMENT OF LEASE
Exhibit 10.8
AGREEMENT AND LEASE made this date of November 1995, by and between
NORTHEAST TERMINAL ASSOCIATES, LIMITED, of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, hereinafter called "Landlord", and ABINGTON SAVINGS BANK, of ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the Landlord owns a parcel of land at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and
WHEREAS, the Tenant is desirous of leasing said parcel of land to be
used for office space and the Landlord is willing to lease said property to
said Tenant,
NOW, THEREFORE, the parties agree as follows:
LEASED PREMISES
The Landlord hereby demises and leases unto the Tenant the
following described parcel of land located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ consisting of 2.45 acres and the buildings
thereon.
I. USE FOR PREMISES
The demised premises are to be used by the Tenant for office space.
II. TERM OF LEASE
The term of this lease shall be for two (2) years commencing on January
1, 1996 and ending on December 31, 1997. The Tenant shall thereafter hold said
premises hereby leased during the full term of this lease and paying as rent the
sum of $96,000.00 for said term, payable in equal monthly installments of
$4,000.00 in advance during the term of this lease.
III. REAL ESTATE TAXES
The Tenant shall pay the proportionate share of the real estate taxes
levied by the town on the demised premises during the term hereof.
IV. UTILITY CHARGES
The Tenant shall pay for all water and sewer charges assessed by the
city/town on said property for the term of this lease, and shall pay for all
electricity and heat used on said premises.
V. TENANT'S OBLIGATION TO REPAIR AND MAINTAIN THE PREMISES
The Tenant shall have the express obligation to make repairs to the
interior of the demised premises, except repairs required because of reasonable
wear and tear and the Landlord's obligation
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with respect to damage by fire as hereinafter exempted, and the Tenant shall
hold the Landlord harmless from any loss, cost or damage in connection therewith
where said loss, cost or damage is occasioned by the Tenant, its agents,
servants or employees, or by persons coming on the demised premises at the
express or implied invitation of the Tenant. Tenant shall have the express
obligation to maintain the grounds at the premises in a manner which is
consistent with the present maintenance of said grounds, including, but not
limited to, landscaping, rubbish and snow removal. Landlord agrees to reimburse
Tenant up to $10,000.00 for renovations made by the Tenant at the premises in
preparation for occupancy.
VI. LANDLORD'S OBLIGATION TO REPAIR
The Landlord shall have the express obligation to make, promptly after
the necessity therefore arises or after written notice is received from the
Tenant, such repairs to the roof and structure, and plumbing, heating and
electrical systems, and the exterior of the building of which the demised
premises are a part, as may be necessary to keep the building in good repair and
condition.
VII. ASSIGNMENT
The Tenant shall not assign this lease, nor underlet the whole or any
part of the demised premises without first obtaining the written consent of the
Landlord. The Landlord covenants and agrees that he will not unreasonably
withhold such written consent for such assignment or underletting.
VIII. PAYMENT OF RENT
The Tenant agrees that it will, during said term and during such
further time as the said Tenant or any persons claiming under it shall hold said
premises or any part thereof, pay unto the Landlord and his or her assigns the
said yearly rent hereinbefore provided for upon the days hereinbefore appointed
for the payment of rent during said term.
IX. STOCK IN TRADE AND FIXTURES
The Tenant's stock in trade and fixtures in the demised premises shall
be at the sole risk of the Tenant, except if loss, cost, or damage in connection
therewith is occasioned by the active negligence of the Landlord, its agents,
servants or employees.
X. DAMAGE BY FIRE
The Landlord agrees that no claim shall be made and that no suit or
action, either at law or in equity, shall be brought by the Landlord or by any
person, firm, or corporation claiming by, through or under the Landlord,
against the Tenant, its successors and assigns, for any loss, cost or damage
caused by or resulting from fire, of whatsoever origin, to the building
constituting the demised premises or of which the demised promises are a part,
as the case may be.
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XI. ALTERATIONS, ADDITIONS AND SIGNS
The Tenant shall not make any alterations or additions to the leased
premises, without first obtaining the written consent of the Landlord which
shall not be withheld unreasonably. Landlord consents to the installation, at
Tenant's sole cost and expense, of exterior signs, subject to the restraints and
restrictions of local ordinances, by-laws, and laws.
XII. UNLAWFUL, IMPROPER OR OFFENSIVE USE
The Tenant shall not make nor allow to be made any unlawful, improper
or offensive use of the demised premises.
XIII. NUISANCE
The Tenant shall be responsible and shall pay all damages and charges
to the state or city government or any others for any nuisance made or suffered
during said term on the demised premises or the sidewalk or way bordering
thereon resulting from the activities of the Tenant.
XIV. DAMAGE TO PREMISES BY FIRE, CASUALTY OR BY TAKING FOR PUBLIC USE
Provided always, that in case the said premises or any part thereof
shall be taken for any street or other public use or shall be destroyed or
damaged by fire or other casualty, or by the action of the city or town or other
public authorities, after the execution hereof and before the expiration of said
term, then a just proportion of the rent hereinbefore reserved, according to the
nature and extent of the taking or injury sustained by the demised premises, or,
in the case of such taking, what may remain thereat, shall have been put in
proper condition for use and occupation with due diligence by Landlord at
Landlord's sole cost and expense, and in case of taking there shall be a
permanent abatement according to the nature and extent of the portion of the
premises taken; PROVIDED, however, that in case the said premises or any
substantial part thereof, shall be taken for any street or other public use, or
shall be destroyed or substantially damaged by fire or casualty, or condemned by
the action of the city or town or other public authorities after the execution
hereof and before the expiration of the said term, then this lease and the said
term shall terminate at the election of the Landlord or its representatives or
assigns or of the Tenant, and such election may be made in case of any such
taking or destruction notwithstanding the entire interest of the Landlord or its
representatives or assigns may have been divested by such taking, and if the
lease shall not be terminated as aforesaid, the Landlord shall proceed with all
expedition to restore the premises to their condition before said fire or
casualty, or in case of a taking to put what may remain of said premises in
proper and fit condition for use for said purposes. should any such taking
exceed five percent (5%) of the lot area, then this lease and the said term
shall terminate at the election of the Tenant.
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XV. INSURANCE
The Landlord shall insure, at his sole expense, the building an the
demised premises against the risk of fire. The Tenant shall provide, at its sole
expense, comprehensive public liability insurance, including property damage,
with one million/two million dollar limits, and name Landlord as additional
insured, and including death and personal injury with one million dollar/two
million dollar limits. Both parties shall deliver certificates of insurance
required by the terms of this lease to the other party on or before the
effective date of this lease, and thereafter within thirty (30) days prior to
the expiration of any such policies.
XVI. TENANT'S OBLIGATION AT THE END OF TERM
The Tenant shall at the expiration of said term peaceably yield up to
the said Landlord all and singular the premises in such repair as the same are
in at the commencement of said term or may be put in by the said Landlord or its
representatives during the continuance thereof, reasonable wear and use thereof
and such other damage, the obligation to repair which has hereinbefore been
specifically provided for in this lease, only excepted.
XVII. DEFAULT, INSOLVENCY ET CETERA OF TENANT
If the Tenant shall neglect or fail to perform and observe any of the
covenants in this instrument, which on Its part are to be performed, and such
default shall continue for a period of thirty (30) days after the mailing of a
written notice, postage prepaid, from the Landlord to the Tenant specifying such
default, or if the Tenant shall be declared bankrupt or insolvent according to
law, or if any assignment shall be made of any of Its property for the benefit
of creditors, then, and in any of the said cases, the Landlord or those having
their estate in said premises, lawfully may immediately or at any time
thereafter, and while such neglect or default continues and without further
notice or demand, enter into and upon the premises or any part thereof in the
name of the whole and repossess the same as of their former estate and expel the
said Tenant and those claiming under It, and remove their effects (forcibly if
necessary) without being taken or deemed guilty of any manner of trespass and
without prejudice to any remedies which might otherwise be used for arrears of
rent, or preceding breach of covenant and that upon entry as aforesaid the term
shall cease and be ended.
XVIII. REMOVAL OF FIXTURES AND STOCK IN TRADE AT END OF LEASE
So far as the same are not inconsistent with the term of the lease, as
hereinbefore provided, the Tenant at the expiration at this lease or within a
period at fifteen (15) days thereafter shall have the right to remove all
fixtures, trade or otherwise, which it has installed upon the demised promises
during the term of this lease, or by its assignor, during prior leases.
XIX. QUIET ENJOYMENT
The Landlord agrees that if the Tenant shall pay the rent as aforesaid
and perform the covenants and agreements herein contained on its part to be paid
and performed, the Tenant shall peaceably
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hold and enjoy the said rented promises without hindrance or interruption by
the Landlord or by any other person or persons.
XX. NOTICES
All notices, demands and requests to be given hereunder by either party
shall be in writing and must be sent by certified mail and shall be deemed
properly given if tendered at the address first above set forth of the party
intended to be notified or at such other address as either party shall designate
by written notice to the other. If there is more than one Landlord then any
notice, demand or requests sent or payment made to any one of them shall be
construed to be sent or made to all at them. All such notices, demands and
requests sent to Tenant shall be addressed to the attention of Its manager,
contract and lease administration.
XXI. CONTESTING STATUTES
Tenant agrees that the premises shall not be used in violation of any
federal or state statute, or municipal ordinance or law. If Tenant shall desire
to contest the validity of any statute, rule, order, ordinance, requirement or
regulation Tenant may, at Tenant's own cost and expense, carry on such contest
and such noncompliance by Tenant during such contest shall not be deemed a
breach of the covenants contained in this numbered Article, provided that Tenant
shall indemnify Landlord against all liability for costs, expenses, claims,
losses, damages, fines and penalties, including reasonable counsel fees,
resulting from or reasonably incurred in connection with such contest and
noncompliance.
In the event of the existence or enactment of any law or the making of
any ordinance, rule, ruling or regulation which materially impedes or limits the
use of said premises for any of the specific purposes set forth in Article I
hereof, at the election of Tenant, to be exercised by notice, thereof in
writing, this lease shall thereupon terminate and all liability hereunder shall
cease from and after the date such impediment or limitation becomes effective,
and all prepaid rent and additional rent, if any, shall be prorated on a daily
basis and the excess, if any, paid by Landlord to Tenant.
XXII. LANDLORD'S COOPERATION
if any provision of law, act, rule, code, regulation, ordinance or
other provision of any state, municipal or other governmental department, board,
bureau or agency having jurisdiction over the demised premises or any of the
appurtenances thereunto belonging shall require that the owner of the demised
premises join in, consent to or institute any action, proceeding or application
with respect to the exercise by Tenant of any right, not in violation of the
terms of the lease, for the enjoyment and use of the demised premises or of any
buildings or improvements now or hereafter thereon, or the appurtenances
thereunto belonging, Landlord agrees, to the extent that same is reasonable,
free of expense to Tenant to give Landlord's consent thereto and Tenant may, in
its name, in Landlord's name or in both names, institute such action or
proceedings and make such applications as shall be
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requisite for Tenant's enjoyment and use of the premises, and the appurtenances
thereunto belonging. In the event that Landlord shall fail or neglect to comply
with any of its obligations as set forth in this numbered Article, Tenant may,
in addition to any other remedies, as agent or attorney in fact or to do and to
execute, acknowledge and deliver all instruments required for Tenant to exercise
its rights pursuant to this lease for the lawful enjoyment and use of the
demised premises; and in any such case Landlord hereby irrevocably nominates,
constitutes and appoints Tenant as Landlord's proper and legal attorney in fact
for such action, proceeding or application; and Tenant will indemnify and hold
Landlord harmless from all such costs and expenses. All action and proceedings
shall be conducted, all applications shall be made, and all instructions and
documents required shall be prepared, by Tenant's attorney at Tenant's expense.
XXIII. CURING DEFAULTS
If either party is required to perform or comply with any agreement or
provision hereof and shall fail to do so within the time provided therefor (or
if no time is provided therefore, then within thirty (30) days after written
demand for compliance shall have been received by any party hereto from the
other, unless such default shall be of such nature that same cannot be
completely cured within such thirty (30) day period but the curing thereof has
been commenced within the said thirty (30) day period and shall thereafter be
continued with reasonable diligence) then, in such case, upon the expiration of
the time provided in this Article for the performance or compliance therewith or
for the curing of same, the party demanding compliance may perform and comply
therewith for the account and at the expense of the party failing to do so; and
the party failing to do so, immediately upon receipt of an itemized invoice of
the cost and expense thereof, agrees to promptly pay the reasonable cost and
expense incurred by the other party hereto, with interest at the rate of eight
(8%) percent per annum to the date payment is received. Should the Tenant be the
party failing to make such payment, the cost and expenses thereof shall be
charged to Tenant as additional rent, which shall be paid by the Tenant on the
next rent payment date following the date of receipt by Tenant such invoice, and
in the event such additional rent shall not be paid when due, it may be
collected in the same manner as is herein provided for the collection of rent.
Should the Landlord be the party failing to make such payment to the Tenant,
then the Tenant, without impairing or affecting any other of its rights, shall
have the right to withhold payment of all rent, and additional rent if any,
until Tenant has recouped all such costs and expenses, with interest as
aforesaid, to the date full payment is received. In any such case, if Landlord
is in default hereunder, Tenant, without impairing or affecting any other rights
it may have for damages or otherwise, shall have the right to cancel and
terminate this lease by giving written notice of Tenant's election to do so; and
upon giving such notice the life of this lease shall cease and come to an end as
of the date set forth in said notice, with the same force and effect as if the
date set forth were the date originally fixed for the termination of the
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term and of any extended term thereof. In computing the time within which either
party is required to comply with any covenant, agreement or provision of this
lease, there shall be excluded therefrom periods of reasonable delay on account
of war, "labor troubles", "Acts Of God" and other unavoidable delays.
XXIV. NO BROKER
Landlord and Tenant covenant that this lease was directly negotiated between
them and that no broker was involved in bringing about this agreement. No claim
of a broker's fee shall be made against either party.
XXV. OPTION FOR RENEWAL
The Tenant shall have the right to extend the term of this lease for a
period of one (1) two (2) year term beginning on January 1, 1998 and ending on
December 31, 1999 upon the same terms, covenants and conditions except that the
rent for said additional term or terms shall be $100,800.00, payable in actual
monthly installments of $4,200.00. The Tenant will not be deemed to have elected
such right to extend unless it has notified the Landlord, in writing, by
certified mail, postage prepaid, addressed to the Landlord at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on or before ninety (90) days before the
commencement of the extension.
IN WITNESS WHEREOF the said Parties have hereunto act their hands and
seals the day and year first above written.
Northeast Terminal Associates,
Limited
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________ ___________________________________
Witness
Abington Savings Bank
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
__________________________________ ___________________________________
Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President