EXHIBIT 10.3
THIS LEASE, dated this 30th day of SEPTEMBER, 1992, by and between JOSEPH
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H. & ELLEN ANN DONNELLY TRUST, acting herein by the Trustees (hereinafter called
"LESSOR") and SAFE ALTERNATIVES CORPORATION OF AMERICA, INC., a Delaware
corporation having an office in the Town of Ridgefield, County of Fairfield,
State of Connecticut, acting herein by Stephen Thompson, its President
(hereinafter called "LESSEE"), collectively the "PARTIES",
W I T N E S S E T H:
WHEREAS, the Lessor is the owner of certain Premises known as 27 Governor Street
in the Town of Ridgefield, County of Fairfield and State of Connecticut, and the
Lessor is desirous of renting the Premises; and
WHEREAS, the Lessee is desirous of leasing a portion of the Premises upon the
terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration for the mutual covenants herein contained and
other valuable considerations, the Parties agree as follows:
1. LEASED PREMISES:
In consideration of the rents and covenants herein reserved and contained on the
part of the Lessee to be paid, performed and observed, the Lessor does hereby
demise and lease unto the Lessee a portion of the building at 27 Governor
Street, Ridgefield, Connecticut consisting of the first and second floors,
together with access and egress therefrom within the parking lot located thereon
("Premises").
The Lessee shall have exclusive possession and quiet enjoyment of the leased
Premises during the term of the Lease.
2. TERM:
The aforesaid Premises are leased for a term of THREE (3) years commencing on
the 1st day of October, 1992 ("Commencement Date") and terminating on the 30th
day of September, 1997 ("Term").
3. RENT:
The Lessee shall pay rent as follows:
YEARS YEARLY RENTAL MONTHLY RENTAL
1st $35,000.00 $2,916.67
2nd 36,750.00 3,062.50
3rd 38,587.50 3,215.63
which amounts will be paid as a matter of convenience in monthly
installments, in advance, on the 1st day of each and every month throughout the
term without set-off or deduction of any kind, provided the Lessor has complied
with the terms of this Lease. In the event the term of this Lease shall
commence on any day other than the first day of a month, the rent for the
remaining portion of such month shall be prorated on a daily basis, until the
first day of the next month. All payments to the Lessor shall be made by check
or bank draft, payable to the order of the Lessor, or the Lessor's designated
payee, and shall be mailed or delivered to such payee at its office at 27
Governor Street, Ridgefield, Connecticut 06877, or at such other address as the
Lessor may direct by written notice.
The Lessee has agreed to deposit with Lessor one (1) years rent.
4. ADDITIONAL RENT - TAXES:
Lessee agrees to pay as additional rent, a sum equal to EIGHTY-FIVE (85%)
PERCENT of any increase in taxes over the base year on the property of which the
demised Premises is a part. The base year is the Grand List of October 1, 1991.
Any sum due as aforesaid shall be the additional rent for the tax year
commencing July 1st payable in four equal quarterly installments (excepting
insofar as the first tax year may be less than a twelve month period) commencing
the following July 1st, but in any event, not more than thirty (30) days after
notice of such tax increase has been delivered to the Lessee by the Lessor, in
writing, pursuant to the provisions for notice hereinafter described, and which
notice shall contain a computation arrived at hereunder and utilized in arriving
at such tax rental.
It is understood and agreed, however, that if, at any time during the term of
this Lease, the methods of taxation prevailing at the commencement of the term
hereof shall be altered so as to cause the whole or any part of the taxes,
assessments levied, impositions or charges now or hereafter levied, assessed or
imposed on real estate and the improvements thereon, or to be levied, assessed
and imposed wholly or partially as a capital levy, or otherwise, on the rents
received therefrom, or if any tax, assessment, levy (including but not limited
to any municipal, state or federal levy), imposition, or charge, or any part
thereof, shall be measured by or based in whole or in part upon the value of the
leased Premises and shall be imposed upon the Lessor, then all such taxes,
assessments, levies, impositions or charges, or the part thereof so measured or
based shall be prorated in the manner specified above in the most equitable
manner possible, as if such new or substituted levee or tax shall be part of any
such tax in existence at the commencement of the term of this Lease, and the
Lessee shall pay and discharge such portion thereof as set forth above.
5. SECURITY DEPOSIT:
The Lessee shall deposit with the Lessor the sum of FIVE THOUSAND EIGHT HUNDRED
THIRTY-THREE & 34/100 ($5,833.34) DOLLARS as security for the faithful
performance by the Lessee of its obligations under this Lease. The deposit will
be returned to the Lessee within thirty (30) days after the expiration of the
term of this Lease provided that the Lessee has compiled with all of its
obligations under the terms of this Lease or unless the Lessee renews this Lease
for another term, either expressly in writing or at the Lessor's election, in
which case the security deposit shall be retained until the expiration of such
extended period. In no event shall the security deposit be applied by the
Lessee against the last two (2) months' rent installment.
6. USE:
The Lessee shall maintain the Premises and the Premises shall be used and
occupied for office and the Lessee covenants and agrees that it shall not use
the Premises for any use other than as is set forth above.
7. SUBROGATION:
Notwithstanding any other provisions herein, Lessor and Lessee each releases the
other, and on behalf of its insurers, waives its right to recovery against the
other form loss or damage to the waiving party and its property to the extent
that the loss or damage was insured.
8. INDEMNITY:
Lessee agrees to indemnify, protect, defend and hold Lessor, its employees and
agents, harmless from and against all claims, actions, losses, damages, costs,
expenses, and liabilities (except those caused solely be negligence of Lessor)
arising out of actual or alleged injury to or death of any person or loss of or
damage to property in or upon the Premises including the person and property of
Lessor, its employees, agents, licensees or others.
9. LESSOR'S RIGHT OF ENTRY:
The Lessor, its agents and representatives, at all reasonable times during
business hours, by appointment, may enter the Premises for the purpose of (a)
inspection thereof; (b) making repairs or replacements or additions to the
Premises and (c) exhibiting the Premises to prospective tenants, purchasers or
other persons within the last ninety (90) day period of the term of this Lease.
Should the Lessee abandon the Premises or otherwise is in default of the terms
of the Lease, the Lessor may enter and remodel, repair or decorate or otherwise
prepare the Premises for reletting.
10. REPAIRS:
The Lessor at its sole cost and expense, shall repair and keep in good condition
the roof, exterior and supporting walls, parking area and walks, and shall
effectuate major maintenance and repairs on the heating system and air
conditioning system within the building, provided, however, that the cost of any
such repairs required as the result of the negligence or willful act of the
Lessee, its customers, licensees, agents, servants or employees, shall be borne
by the Lessee. The Lessee, at its sole cost and expense, shall promptly repair
and at all times maintain in good condition the interior of the Premises,
excepting those items above to be repaired and maintained by the Lessor.
All building code and fire code alterations or compliance as a result of
Lessee's occupancy shall be the responsibility of the Lessee.
11. INTERIOR ALTERATIONS:
The Lessee may, at its expense, make such alterations and improvements to the
demised Premises and install interior partitions as it may require, provided
that the written approval of the Lessor be first obtained and that such
improvements and alterations are done in a workmanlike manner in keeping with
all building codes and regulations which in no way harm the structure of the
Premises, provided that at the expiration of this Lease or any extension
thereof, the Lessee, at its expense, restores the Premises to its original
condition and repairs of any damage to the Premises resulting from the
installation or removal of such partitions, fixtures, or equipment as may have
been installed by the Lessee if requested to do so by the Lessor.
The Lessee agrees to hold Lessor harmless from the payment of any claims, either
by way of damages or liens for labor or material resulting from any alterations.
All of such changes, additions, or alterations shall be made solely at the
expense of the Lessee; and the Lessee agrees to protect, indemnify and save
harmless the Lessor on account of any injury to third persons or property, by
reason of any such changes, additions, or alterations.
12. FIRE CLAUSE:
If the Premises shall be made untenantable, in whole, or a substantial part, by
fire or other casualty, the Lessor, if it so elects, may (a) terminate the term
of this Lease effective as of the date of such fire or casualty, by written
notice given to the Lessee fifteen (15) days after such date, or (b) repair,
restore or rehabilitate the Premises at the Lessor's expense, in which event the
term hereof shall not terminate, but any fixed rent herein reserved shall be
abated on a per diem basis in proportion to the area of the Premises rendered
untenantable by such fire or casualty. The Lessee shall give to the Lessor
prompt written notice of any fire, damage or casualty occurring in, about or to
the Premises. In the event the Lessor elects to rehabilitate the Premises, and
the Lessor has not substantially completed the
rehabilitation within one hundred eighty (180) days from the date of such fire
or casualty, the Lessee shall have the option, upon written notice to the
Lessor, to cancel and terminate this Lease, and all rent due hereunder shall be
prorated up to and including the date of receipt of the notice of termination to
the Lessor.
13. INSURANCE (LIABILITY):
The Lessee agrees that it will indemnify and save harmless the Lessor from
any loss, liability or damage sustained by person or property on the Premises
walkways and parking lot and will procure and pay for, during the term of this
Lease, general commercial liability policies from standard liability or
indemnity companies acceptable to the Lessor, insuring the Lessor against all
loss or damage to persons or property arising out of the Lessee's use or
occupancy of the Premises and appurtenant walkway and parking lot, which
policies or certificates thereof with the Lessor as an additional insured, shall
be placed in possession of the Lessor at the commencement of and throughout the
term, together with evidence of payment of premiums. Policies shall be payable
in an amount not less than $1,000,000.00 for each loss or damage sustained by
any one person, and not less than $2,000,000.00 for all losses or damages
sustained in connection with each act, accident, or occurrence and $100,000.00
for all losses or damages to property.
The Lessee agrees to replace all broken glass damaged or destroyed in any manner
whatever.
14. SIGNS:
The Lessee shall not permit, allow or cause to be erected, installed,
maintained, painted or displayed on, in or at the Premises, any exterior signs,
lettering, placards, announcements, decoration or advertising media, visible
from the exterior of the Premises, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
LESSOR. The Lessee shall not permit any advertising media with excessively
bright lights, changing, flashing, flickering or moving lights, or lighting
devices, the effect of which shall be visible or audible from the exterior of
the Premises. In all respects, the Lessee shall comply with any and all
applicable rules and regulations concerning the erection and maintenance of
signs within the Town of Ridgefield and shall pay all costs concerned with the
obtaining of any such necessary permits.
15. ACCEPTANCE OF PREMISES:
The Lessee shall examine the Premises before taking possession, and the Lessee's
entry into possession shall constitute conclusive evidence that as of the date
thereof the Premises were in good order and satisfactory condition. Any Lessee
exceptions will be noted in writing to the Lessor upon taking possession.
16. MAINTENANCE OF PREMISES AND ABUTTING AREAS:
The Lessee shall not permit, allow or cause any act or deed to be performed or
any practice to be adopted or followed in or about the Premises which shall
cause or be likely to cause injury or damage to any person or to the Premises or
to the sidewalks and pavements adjoining the Premises. The Lessee at all times
shall maintain and keep the Premises and its appurtenances including the lawn
mowing, parking area, shrubbery, and walkways in a neat and orderly condition
and clean and free from rubbish, dirt, snow, ice and other miscellaneous items.
The Lessor shall pay for the cost of outside maintenance, including lawn,
landscaping, parking area cleanup, snow removal of walks and parking areas.
17. NUISANCES:
The Lessee shall not permit, allow, or cause any noxious, disturbing or
offensive odors, fumes, gas, toxic waste, dangerous chemicals, environmental
pollution, dangerous products or processes, noise or any smoke, dust, steam or
vapors, or allow sound or vibration to originate in or to be emitted from the
Premises.
18. HOUSEKEEPING:
The Lessee shall not use or permit the use of any portion of the Premises as
living quarters or keep or harbor therein any live animals, fish or birds, or
use the same for any illegal purpose. The Lessee shall not permit or allow the
sinks, toilets or urinals in the Premises to be used for any purpose except that
for which they were designed and installed, and the expense of repairing any
breakage or damage or removal of any stoppage resulting from a contrary use
thereof shall be paid by the Lessee. The Lessee shall maintain the windows in a
clean, neat and orderly condition, and the glass thereof clean, and shall store
all trash and rubbish within the Premises and shall provide for the prompt and
regular removal of same from the Premises. The Lessee shall not burn or
otherwise dispose of any trash, waste, rubbish or garbage in or about the
Premises. The Lessee agrees not to use any form of heating except as provided
by the Lessor. The Lessee agrees to permit no waste of the property, but on the
contrary, to surrender possession of same, make all repairs necessary to
preserve the Premises in good order, which repairs shall be in quality and
class, equally to the original work; and promptly pay the expense of such
repairs without notice, in as good condition as at the commencement of the term
or as they may be put in during the term, as reasonable use thereof will permit.
19. UTILITIES:
The Lessee shall procure for its own account and shall pay the cost of all
electric, telephone, power, and other utilities consumed at the Premises.
The Lessor shall pay the cost of heat and trash removal.
20. LESSOR'S AND LESSEE'S COVENANT:
The Lessor and Lessee covenant and warrant that each have full and exclusive
right and authority to execute and perform this Lease and to grant the estate
leased herein and the Lessee covenants upon performance of its obligations
hereunder, shall peaceably and quietly hold and enjoy the Premises through the
term or any holdover.
21. EMINENT DOMAIN:
The parties agree that if the Premises be substantially taken or condemned by
public authority, this Lease shall cease and the rent shall be paid up to the
time of actual taking. The Lessee shall not be entitled to any part of any
award, except for its fixtures and moving expenses and the rent differential
between market rents and rent reserved herein.
22. CONDUCT OF LESSEE:
The Lessee, at all times, shall fully and promptly comply with all laws,
ordinances, orders and regulations of any lawful authority having jurisdiction
of the Premises, including, but not limited to, such as shall relate to the
cleanliness, safety, fire codes, environmental, occupation and use of the
Premises and the nature, character and manner and operation of the business
conducted in or at the Premises. If within the Lessee's control, the Lessee
shall comply with all regulations and recommendations of the Board of Fire
Underwriters.
23. ASSIGNMENT AND SUBLETTING:
The Lessee shall not assign, or in any manner, transfer this Lease of any
estate, interest or benefit therein, or sublet the Premises, or any part or
parts thereof, or permit the use of the same, or any part thereof, by anyone
other than the Lessee, its subsidiaries or parent corporations, without the
prior written consent of the Lessor, which consent shall not be unreasonably
withheld. A transfer of the controlling interest of the stock of a corporate
Lessee shall be considered an assignment of this Lease. After receipt of a
written request to assign of sublet, the Lessor shall respond within fifteen
(15) days of receipt. Consent by the Lessor to any assignment or transfer of
interest under this Lease or subletting of the Premises, or any part thereof,
shall be limited to the instance stated, and such written consent shall not
constitute consent to any other assignment, transfer of interest or subletting,
nor shall such consent relieve the Lessee of any of its obligations hereunder.
Any excess rent or monetary benefit received by the Lessee directly or
indirectly over the rent reserved herein shall be paid to the Lessor.
24. LESSEE'S DEFAULT:
In addition to the terms provided in this Lease, the occurrence of any of the
following shall constitute a default in the terms of this Lease:
A. The failure to pay rent by the 10th of the month.
B. The failure to substantially comply with the terms of this Lease after
thirty (30) days written notice of the provision in default and a failure to
cure, excepting rent payments.
C. The filing of a petition in bankruptcy or the appointment of a receiver or
an assignment for the benefit of creditors.
25. LESSOR'S REMEDY:
Upon the happening of any event of default, the Lessor may elect to either:
A. Terminate this Lease by giving fifteen (15) days notice of such election,
or,
B. Re-enter the Premises and Lessor shall re-lease the Premises and apply the
rental proceeds owed by the Lessee. The Lessee shall remain liable to the
Lessor for any deficiency in rent including reasonable attorney's fees incurred
to enforce this Lease and disbursements, cost of cleanup, if any, and cost to
re-lease, including but not limited to advertising costs and real estate
commission and the Lessee fix up costs.
26. HOLDING OVER:
In the event the Lessee shall remain in the Premises after the expiration of the
term of this Lease without executing a new lease with the Lessor, such holding
over shall not constitute a renewal or extension of this Lease and the Lessee
shall pay to the Lessor, as liquidated damages, double the monthly rent due in
the last month of the term of the Lease for the period the Lessee remains in
unauthorized possession, and no holding over by the Lessee shall operate to
renew this Lease, nor to create any tenancy whatsoever.
27. NOTICE:
Any and all notices called for or required by any provision of this Lease,
unless specifically described therein, shall be delivered to the respective
parties by certified mail, return receipt requested, at the following addresses:
A. To the Lessor:
Joseph H. & Ellen Ann Donnelly Trust
27 Governor Street
Ridgefield, Connecticut 06877
copy to:
Donnelly, McNamara & Gustafson, P.C.
150 Danbury Road, P.O. Box 2006
Ridgefield, Connecticut 06877
B. To the Lessee:
Safe Alternatives Corporation of America, Inc.
27 Governor Street
Ridgefield, Connecticut 06877
Such addresses may be changed by either party by notifying the other party in
the manner required for notice.
28. WAIVER:
The failure of the Lessor or the Lessee to insist upon strict performance of any
of the covenants or conditions of this Lease, or to exercise any option herein
conferred in any one or more instances, shall not be construed as a waiver or
relinquishment of any such covenants, conditions or options, but the same shall
be and remain in full force and effect.
29. NOTICE OF LEASE:
A Notice of Lease, in recordable form, conforming to the requirements of the
General Statutes of the State of Connecticut concerning "Notice of Lease", shall
be executed by the parties. Either party at his expense, may record the same.
This Lease shall not be recorded by either party.
30. CONSENTS:
All consents and approvals required hereunder shall not be unreasonably
withheld.
31. BROKERAGE
The Lessee represents that DICK WINNES is the sole broker who negotiated this
Lease of Premises and the Lessor agrees to pay a commission, as agreed, which
brokerage commission shall be due and payable in accordance with said agreement,
only upon the actual execution of this Lease. This Lease is executed by the
Lessor in reliance upon the representation by the Lessee that no broker or agent
other than recited herein brought the Premises to the Lessee's attention or was
in any way the procuring cause of this Lease.
32. SUBORDINATION:
This Lease and any appurtenant rights shall be subject and subordinate at all
times to the lien of the mortgages now on the Premises, if any, and to all
advances made or hereafter to be made upon the security thereof, and subject and
subordinate to the lien of any future mortgage (s) or easement which at any time
may be an encumbrance upon the Premises, provided these mortgages or easements
do not render the use of the Premises untenantble.
The Lessee will execute and deliver such further instruments subordinating this
Lease to the lien of any such mortgage(s) or easement as shall be desired by any
mortgagee or grantee of an easement. The Lessee hereby appoints the Lessor the
attorney-in-fact of the Lessee, irrevocable, to execute and deliver any such
instruments on the Lessee's behalf.
33. SEVERABILITY:
It is agreed that any provisions of this Lease deemed void by a court of
competent jurisdiction shall not affect any other provisions of this Lease. The
Laws of the State of Connecticut shall govern the terms of this Lease.
34. LITIGATION:
In the event the Lessor, without fault on its part, becomes involved, through or
on account of the terms of this Lease, or through or on account of the occupancy
of the Premises by the Lessee, or the conduct of the Lessee's business upon the
Premises, in any controversy or litigation with a third party, the Lessee shall
upon notice from the Lessor or its agents, immediately take all necessary steps,
and do whatever may be necessary to remove the Lessor's connection with, or
liability under such controversy or litigation, and particularly if such
controversy or litigation throws any cloud or encumbrance upon the title of the
Lessor to its real estate; provided, that if the Lessee believes it has a good
and valid defense, or claim, in such controversy or litigation which the Lessee
desires to set up and maintain by and throughout court procedure and litigation,
the Lessee shall have the right to do so, provided it first executes and
delivers to the Lessor an indemnifying bond with surety that will discharge any
and all final judgments, liens, costs, damages, expenses and obligations of the
Lessor whatsoever, in, or arising out of the controversy or litigation involving
the Lessor or its agents, including all costs, expenses and attorney's fees
incurred by the Lessor or its agents in protecting their interest or defending
themselves in such controversy or litigation.
35. PARKING:
It is agreed that the Lessee shall have adequate parking on the Premises.
36. ENTIRE AGREEMENT:
It is agreed that the Lessor has not made any statement, promise or agreement,
or taken upon itself any engagement whatsoever, verbally or in writing in
conflict with the terms of this Lease, or that in any way modifies, varies,
alters, enlarges or invalidates any of its provisions, and that no obligations
of the Lessor shall be implied in addition to the obligations herein expressed.
37. BINDING EFFECT:
This Lease, together with any and all addendum or amendments thereto, shall
inure to the benefit of the respective parties hereto, their successors, heirs,
personal representatives or assigns, (provided that any assignment by the Lessee
shall be effective only if made in strict accordance with the terms of this
Lease).
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
this day of September, 1992.
Signed, sealed and delivered (LESSOR)
in the presence of: JOSEPH H. & ELLEN ANN DONNELLY TRUST
s/Linda A. Pawlak By s/Joseph Gavin Donnelly
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Joseph Gavin Donnelly, Trustee
s/Candace E. Schull
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s/Linda A. Pawlak By s/Joellen P. Murphy
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Joellen P. Murphy, Trustee
s/Candace E. Schull
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s/ By s/
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