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EXHIBIT 10.53
LEASE
THIS
LEASE, dated as of ________________, is entered into by and
between
Alchemie Properties, LLC, a Rhode Island
limited liability company with an
address at 839 C Ministerial Road, South
Kingstown, RI 02879 ("Landlord") and
ScripSolutions, L.L.C., a Delaware limited
liability company ("Tenant").
IT IS
MUTUALLY covenanted and agreed by and between the parties as
follows:
1.
Definitions and Construction.
1.1 For
the purposes of this lease, the following words and phrases are
defined as set forth below -
Building: the building located on the Land and within which the
Leased Premises are situated.
Declaration: the Declaration of Plan for LILY PADS PROFESSIONAL
CONDOMINIUM, recorded in the office of the
Town Clerk of the Town of South
Kingstown, County of Washington, State of
Rhode Island in Land Evidence Book 566
at Page 407.
Land: that lot or parcel of land designated as Building C on
that
"RECORD OF SURVEY PLAN FOR LILY PADS
PROFESSIONAL CONDOMINIUM LOCATED IN THE
TOWN OF SOUTH KINGSTOWN WASHINGTON COUNTY -
STATE OF RHODE ISLAND" recorded on
August 17, 1994 in Plat Book 24 at Page 37,
as part of the Declaration.
Landlord: see introduction.
Leased Premises: the space, within the Building, described on
Exhibit A.
Operating Expenses: all expenses of operation, maintenance,
repair
or replacement of the Building, Land,
Common Elements and Limited Common
Elements, whether paid to employees or
independent contractors of the Landlord
or others, whether direct or indirect, and
including, without being limited to
the following: condominium association
fees; cost of materials; wages, salaries
and other compensation; security services;
equipment services and maintenance;
lawn and tree care; snow removal; costs of
all utilities, including without
limitation gas, water, sewer, electricity,
telephone and internet service;
insurance premiums; excluding only any cost
of repair or replacement which,
under generally accepted accounting
practices, should be capitalized. The
enumeration of any of the foregoing items
of Operating Expense will not give
rise to any express or implied agreement on
the part of the Landlord to furnish
the same.
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Property Taxes: all real property taxes and other assessments
(including taxes and other assessments by
any water, sewer, fire or other
special district), of every nature and
description, whether general or special,
payable by the Landlord with respect to the
Building and the Land, including
special assessments by the condominium
association except to the extent related
to an area or facility that the Landlord is
required to repair and maintain in
accordance with Section 7.1.
Tenant: see introduction.
Tenant's Trade Fixtures: see Paragraph 9.
1.2 The words "hereby", "hereof", "hereto", "herein",
"hereunder",
and any similar words, refer to this lease;
the word "hereafter" means after,
and the word "heretofore" means before, the
date of this lease. The word
"person" refers to partnerships (including
limited partnerships), corporations,
trusts and other legal entities, as well as
natural persons. The title of this
lease, as well as the paragraph and
subparagraph titles, are for convenience of
reference only and will not be considered
in the interpretation or construction
of any of the provisions hereof. Words in
the singular may be construed to
include the plural, and vice versa, as the
context may require. Any consent,
approval or acceptance required or
permitted to be given by a party to this
lease will be in writing and will not be
unreasonably withheld or delayed. Any
notice required or permitted to be given by
a party to this lease will be in
writing and will be given within the time
provided for herein.
2. Leasing. The Landlord demises and leases to the Tenant and
the
Tenant leases and takes from the Landlord
the Leased Premises, together with all
of the Landlord's non-exclusive rights to
use the Common Elements and Limited
Common Elements, as provided in the
Declaration.
3. Term. To have and to hold Leased Premises unto the Tenant for
and
during the term of four (4) years,
beginning on December 1, 2004 and ending on
November 30, 2008.
4. Rent. The Tenant will pay to the Landlord, at the address
hereinafter specified, rent at the annual
rate of Eighty-Six Thousand Four
Hundred Dollars ($ 86,400.00), in equal
monthly installments of Seven Thousand
Two Hundred Dollars ($ 7,200.00) each,
payable in advance on the first business
day of each month, with interest at the
rate of ten percent (10%) per year on
any unpaid installments. Rent payable for
any partial month will be prorated on
a daily basis.
5. Additional Rent.
5.1 As additional rent, the Tenant will reimburse Landlord for
Tenant's proportionate share of Property
Taxes and condominium fees and pay
directly to the relevant outside
contractors and vendors its proportionate share
of all other Operating Expenses (which are
specified on Exhibit A.).
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5.2 For the purposes of this lease, the rentable square feet
contained in the Leased Premises will be
determined by measuring from the inside
surface of exterior windows and walls to
the finished surface of corridor
partitions or to the center of partitions
that separate the Leased Premises from
adjacent space and will include any
interior columns, walls, ducts and spaces,
and, if the Tenant occupies or has the
exclusive right thereto, any hallways,
stairs, toilet facilities, closets,
telephone booths and other spaces within the
Leased Premises. The rentable square feet
contained in the Building is the
aggregate of all rentable square feet
contained in the Building determined as
described in the preceding sentence.
5.3 Property Taxes and Operating Expenses payable for the
calendar
year in which this lease commences or
terminates will be prorated on the basis
of a 365 day year, the Tenant paying the
Tenant's proportionate share of these
items for the calendar year in which this
lease commences or terminates in
proportion to that part of the calendar
year during which the Tenant has
possession of the Leased Premises. Tenant
will pay Tenant's estimated share of
the Property Taxes and Operating Expenses
in equal monthly installments of
$1,300, together with the rent, within five
(5) days after the end of each
month. Within 45 calendar days after the
end of each calendar year, the Landlord
will bill the Tenant for any balance due or
remit any overpayment. With respect
to the calendar year during which this
lease terminates, Tenant shall pay as
additional rent the Tenant's proportionate
share of Property Taxes and Operating
Expenses, as estimated by Landlord, without
year-end adjustment.
6. Permitted Use; Compliance with Laws, etc. The Tenant will use
the
Leased Premises for general office
purposes, unless the prior written consent of
the Landlord for a different use is
obtained. The Tenant will promptly observe
and comply with all present and future
laws, ordinances, requirements, orders,
directives, rules and regulations of
federal, state, city and town governments
and all other governmental authorities or
any national or local Board of Fire
Insurance Underwriters affecting the Leased
Premises or the Tenant's use
thereof. The Tenant will indemnify and hold
harmless the Landlord from and
against any and all penalties or damages
charged to or imposed upon it or for
any violation of any such laws, ordinances,
rules or regulations. The Tenant
will not knowingly use, or permit the use
of, the Leased Premises for any
purpose which would cause the premiums on
the Landlord's fire and casualty
insurance to be increased or create a
forfeiture or prevent renewal of such
insurance. The Tenant will not use, or
permit the use of, the Leased Premises
for any unlawful purpose.
7. Repairs and Maintenance.
7.1 The Landlord will maintain in good condition, and will make,
at
its sole cost and expense, all replacements
and repairs to, the roof, exterior
and structural components of the Building,
provided, however, that the Landlord
will not be responsible for any repairs and
maintenance made necessary by acts
of the Tenant or the Tenant's agents,
ordinary wear and tear excepted.
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7.2 The Tenant will: (i) be responsible for repairs and
maintenance
made necessary by acts of the Tenant or the
Tenant's agents, ordinary wear and
tear excepted, and (ii) maintain in good
condition and keep clean the interior
of the Leased Premises (including the
replacement of glass in windows and
doors).
8. Alterations and Improvements.
8.1 The Tenant may make any alterations or improvements to the
Leased Premises which do not materially
impair or diminish the rental value of
the Leased Premises and the Building. All
such alterations and improvements will
be subject to the Landlord's prior approval
of plans and specifications and such
reasonable conditions (affecting, among
other things, the obtaining of required
permits and authorizations, the selection
of an architect or engineer, the
prompt completion of the alteration or
improvement, the payment for labor and
materials supplied in connection with the
same, evidence of contractor's
insurance, and contractor's performance and
payment bond) as the Landlord deems
appropriate. All alterations and
improvements will become the property of the
Landlord.
8.2 The Tenant, at Tenant's cost and expense, will make the
alterations and improvements to the Leased
Premises, which are necessary to
provide dedicated, secure, separately
metered, electrical power service to the
Leased Premises. The Tenant will complete
this separation of the electrical
power service within six (6) months of the
date of this lease, subject to Tenant
obtaining all necessary easements, consents
and other approvals from adjacent
owners and other third parties.
9. Tenant's Trade Fixtures.
9.1 For the purposes of this lease, "Tenant's Trade Fixtures"
means
machinery, equipment and other items of
personal property owned by the Tenant
and especially designed or fitted for use
in its trade or business which: (i)
will not be affixed or incorporated into
the Leased Premises in such manner that
their removal will cause substantial damage
to the structure of the Building,
and (ii) will, after removal, have a value
significantly exceeding the cost of
removal.
9.2
The Tenant may install Tenant's Trade Fixtures in the Leased
Premises provided that the same will not
materially impair or diminish the
rental value of the leased premises.
Tenant's Trade Fixtures will,
notwithstanding the manner of their
installation, remain the property of the
Tenant and will be removed by the Tenant
upon the termination of this lease. The
Tenant will repair any damage to the Leased
Premises occasioned by the removal
of the Tenant's Trade Fixtures. Any of
Tenant's Trade Fixtures left on the
Leased Premises upon the termination of
this lease, at the election of the
Landlord, may be (i) removed at the
Tenant's expense and sold, stored or
discarded, or (ii) deemed to have been
abandoned and to be the property of the
Landlord.
10. Public Liability Insurance; Indemnity.
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10.1 The Tenant will obtain and pay for general comprehensive
public
liability insurance insuring the Landlord
and the Tenant against loss from and
liability for damages on account of loss or
injury suffered by any person or
property within or upon the Leased
Premises, the coverage and protection of such
insurance to be in the amount specified on
Exhibit A. Limits of such liability
insurance will be reviewed annually and
increased if independent insurance
advisors selected by the Landlord so
advise.
10.2 The Tenant will indemnify and hold harmless the Landlord
from
and against all loss, cost or damage
(including reasonable attorneys' fees)
sustained by the Landlord on account of:
(i) damage to property or injury to
persons resulting from any accident or
other occurrence on or about the Leased
Premises, (ii) damage to property or injury
to persons resulting from activities
of the Tenant on or about the Leased
Premises or elsewhere, or (iii) the
Tenant's failure to perform or fulfill any
term, condition or agreement
contained or referred to herein on the part
of the Tenant to be performed or
fulfilled.
11. Fire or Other Casualty.
11.1 If the Building or the Leased Premises or any part thereof
are
damaged b
