EXHIBIT 10.45
STANDARD FORM COMMERCIAL LEASE
1. PARTIES (Fill in) Lessor, which expression shall include ▇▇▇▇▇ Investment
Trust, heirs, successors, and assigns where the context so admits, does hereby
lease to NATIONAL BOSTON MEDICAL, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lessee, which expression shall include successors, executors, administrators,
and assigns were the context so admits, and the LESSEE hereby leases the
following described premises:
2. PREMISES (Fill in and include, if applicable, suite number, floor number, and
square feet) Entire Third Floor Space 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.
3. TERM (Fill in) The term of this lease shall be for Three years. commencing on
December 1, 1997and ending on December 1, 2000.
4. RENT(Fill in) The LESSEE shall pay to the Lessor rent at the rate of $37,200
Dollars per year, payable in advance in monthly installments of $3,100.
5. SECURITY DEPOSIT Upon the execution of this lease, the LESSEE shall pay to
the LESSOR the amount of $3,100. 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 subject to the LESSEE's satisfactory compliance with the conditions
hereof.
6. RENT ADJUSTMENT
A. TAX ESCALATION (Fill in or delete)
B. OPERATING COST ESCALATION (Fill in or delete )
C. CONSUMER PRICE ESCALATION (Fill in or delete )
7. UTILITIES *delete "air-conditioning" if not applicable) The LESSOR 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 all bills for fuel . The LESSOR agrees to provide all other utility
service xxxxxxxxxxxxxxxxxx reasonable heat and air-conditioning* 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 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 form the sources
from which they are usually obtained for said building, or to any cause beyond
the LESSOR's control.
LESSOR shall have no obligation to provide utilities or equipment other than the
utilities and equipment within the premises as of the commencement date of this
lease. In the event LESSEE requires additional utilities or equipment, the
installation shall be subject to the written consent of the LESSOR.
8. USE OF ▇▇▇▇ ▇▇ PREMISES (Fill in) The LESSEE shall use the leased premises
only for the purpose of
9. COMPLIANCE WITH LAWS 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.
10. FIRE INSURANCE The LESSEE shall not permit any use of the leased premises
which will make voidable any insurance on the property of which the leased
premises are a part, or on the contents of said property or which shall be
contrary to any law or 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.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in good
condition, damage by fire and other casualty only excepted, and whenever
necessary,
A. LESSEE'S OBLIGATIONS to replace plate glass and other glass therein,
acknowledging that the leased premises are now in good order and the glass
whole. The LESSEE shall not permit the leased premises to be over-loaded,
damaged, stripped, or defaced, nor suffer any waste. LESSEE is legally
responsible.
▇. ▇▇▇▇▇▇'▇ OBLIGATIONS The LESSOR agrees to maintain the structure of the
building of which the leased premises are a part in the same 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 for
whose conduct the LESSEE is legally responsible.
12. ALTERATIONS- ADDITIONS 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 material 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. Any alterations or improvements made by the LESSEE shall become the
property of the LESSOR at the termination of occupancy as provided herein.
13. ASSIGNMENT-SUBLEASING 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.
14. 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 part and the LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be necessary to show the subordination
of the lease to said mortgages, deeds of trust or other such instruments in the
nature of a mortgage.
15. LESSOR'S ACCESS 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 approved, 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.
16. INDEMNIFI CATION AND LIABILITY (Fill in) The LESSEE shall save the LESSOR
harmless from all loss and damage occasioned by the use or escape of water or by
the bursting of pipes, as well as from any claim or damage resulting from
neglect in not removing snow and ice from the roof of the building or from the
sidewalks bordering upon the premises so leased, or by any nuisance made or
suffered on the leased premises, unless such loss is caused by the neglect of
the LESSOR. The removal of snow and ice from the sidewalks bordering upon the
leased premises shall be responsibility.
17. LESSEE'S LIABILITY INSURANCE (fill in) The LESSEE shall maintain with
respect to the leased premises and the property of which the leased premises are
a part comprehensive public liability insurance in the amount of $1,000,000.00
with property damage insurance in limits of $1,000,000.00 in responsible
companies qualified to do business in Massachusetts and in good standing therein
insuring the LESSOR as well as LESSEE against injury to person 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.
18. FIRE, CASUALTY EMINENT DOMAIN 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:
(A) The LESSOR fails to give written notice within thirty (30) days
of intention to restore leased premises, or
(B) The LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within ninety (90)
days of said fire, casualty or taking.
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.
19. DEFAULT AND BANKRUPTCY (Fill in) In the event that:
(A) 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
1. The LESSEE shall default in the observance or performance of any
other of the LESSEE's covenants, agreement, or obligations
hereunder and such default shall not be corrected within thirty
(30) days after written notice thereof; or
2. The LESSEE 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.
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 reasonable notice
thereof, in the observance of 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 this lease, the LESSOR, without being under any
obligation to do so and without thereby waiving such default, may remedy such
default for the account and 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 per cent per annum and
costs, shall be paid to the LESSOR by the LESSEE as additional rent.
20. NOTICE 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 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
21. SURRENDER The LESSEE shall at the expiration or other termination of this
lease remove all LESSEE's good 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 alterations
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 the 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 next proceeds of such sale to the payment of any sum due hereunder, or
to destroy such property.
22. BROKERAGE (Fill in or Delete) The Broker(s) named herein warrant(s) that he
(they) is (are) duly licensed as such by the Commonwealth of Massachusetts, and
join(s) in this agreement and become(s) a party hereto, insofar as any
provisions of this agreement expressly apply to him (them), and to any
amendments or modifications of such provisions to which he (they) agree(s) in
writing,.
LESSOR agrees to pay the above-named Broker upon the term commencement date a
fee for professional services of or pursuant to Broker's attached commission
schedule.
23. OTHER PROVISIONS It is also understood and agreed that
OPTIONAL: (National Boston Medical, Inc.'s option) 4th & 5th years of lease
$3,200. Per month
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this ___
day of December, 1997.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇ , Trustee 1/28/98
LESSEE NATIONAL BOSTON MEDICAL LESSOR ▇▇▇▇▇ INVESTMENT TRUST
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LESSEE LESSOR
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BROKER(S)
