XXXXXXXX PROPERITES MANAGEMENT, INC.
STANDARD FORM
COMMERCIAL LEASE
698351-WFD
In consideration of the covenants herein contained, Xxxxxxxx
Properties Management, Inc., hereinafter called LESSOR, does hereby
lease to Vivid Technologies, Inc. (a MA corp.), 00-X Xxxxxxxx Xxx,
Xxxxxx, XX 00000 hereinafter called LESSEE, the following described
premises, hereinafter called the leased premises: approximately
18,462 square feet at 00-X Xxxxxxxx Xxx, Xxxxxx, XX 00000
TO HAVE AND HOLD the leased premises for a term of five (5) years
commencing at noon on July 1, 1998 and ending at noon on June 30,
2003 unless sooner terminated as herein provided. LESSOR and
LESSEE now covenant and agree that the following terms and
conditions shall govern this lease during the term hereof and for
such further time as LESSEE shall hold the leased premises.
1. RENT. LESEE shall pay to LESSOR based rat at the rate of two
hundred seventy six thousand six (276,006.00) U.S. dollars per
year, drawn on a U.S. bank, payable in advance in monthly
installments of $23,000.50 on the first day in each calendar month
in advance, the first monthly payment to be made upon XXXXXX's
execution of this lease, including payment in advance of
appropriate fractions of a monthly payment for any portion of a
month at the commencement or end of said lease term. All payments
shall be made to LESSOR or agent at 000 Xxxx Xxxxxxxx Xxxx Xxxxxx,
Xxxxxxxxxxxxx 00000, or at such other place, as LESSOR shall from
time to time in writing designate. If the "Cost of Living" has
increased as shown by the Consumer Price Index (Boston,
Massachusetts, all items, all urban consumers), U.S. Bureau of
Labor Statistics, the amount of base rent due during each calendar
year of this lease and any extensions thereof shall be annually
adjusted in proportion to any increase in the Index. All such
adjustments shall take place with the rent due on January 1 of each
year during the lease term. The base month from which to determine
the amount of each increase in the Index shall be January 1998,
which figure shall be compared with the figure for November 1998,
and each November thereafter to determine the percentage increase
(if any) in the base rent to be paid during the following calendar
year. In the event that the Consumer Price Index as presently
computed is discontinued as a measure of "Cost of Living" changes,
any adjustments shall then be made on the basis of a comparable
index then in general use.
2. SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security
deposit in the amount of forty six thousand (46,000.00) U.S.
dollars upon the execution of this lease by XXXXXX, which shall be
held as security for XXXXXX's performance as herein provided and
refunded to LESSEE without interest at the end of this lease,
subject to XXXXXX's satisfactory compliance with the conditions
hereof. LESSEE may not apply the security deposit to payment of the
last month's rent. In the event of any default or breach of this
lease by XXXXXX, LESSOR may immediately apply the security deposit
first to offset any outstanding invoice or other payment due to
LESSOR, with the balance applied to outstanding rent. If all or
any portion of the security deposit is applied to cure a default or
breach during the term of the lease, LESSEE shall be responsible
for restoring said deposit forthwith, and failure to do so shall be
considered a substantial default under the lease. XXXXXX's failure
to remit the full security deposit or any portion thereof when due
shall also constitute a substantial lease default. Until such time
as LESSEE pays the security deposit and first month's rent, XXXXXX
may declare this lease null and void for failure of consideration.
3. USE OF PREMISES. LESSEE shall use the leased premises only
for the purpose of executive and administrative offices, electronic
research and development, and light manufacturing.
4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent
a proportionate share (based on square footage leased by XXXXXX as
compared with the total leasable square footage of the building of
which the leased premises are a part) of any increase in the real
estate taxes levied against the land and building of which the
leased premises are a part (hereinafter called the building),
whether such increase is caused by an increase in the tax rate, or
the assessment on the property, or a change in the method of
determining real estate taxes. LESSEE shall make payment within
thirty (30) days of written notice from LESSOR that such increased
taxes are payable, and any additional rent shall be prorated should
the lease be terminated before the end of any tax year. The base
from which to determine the amount of any increase in taxes shall
be the rate and the assessment in effect as of July 1, 1997.
5. UTILITIES. LESSOR shall provide equipment per LESSOR's
building standard specifications to heat the leased premises in
season and to cool all office areas between May 1 and November 1.
LESSEE shall pay all charges for utilities used on the leased
premises, including electricity, gas, oil, water and sewer. LESSEE
shall pay the utility provider or LESSOR, as applicable, for all
such utility charges asa determined by separate meters serving the
leased premises. XXXXXX shall also pay LESSOR a proportionate
share of any other fees andb charges relating in any way to utility
use at the building. No plumbing, construction or electrical workc
of any type shall be done without LESSOR's prior written approval
and LESSEE obtaining the appropriate municipal permit. a)
reasonably b) excluding tie-in fees and capital expenditures for
which XXXXXX is not otherwise responsible hereunder c) (excluding
data or telephone wiring)
6. COMPLIANCE WITH LAWS. LESSEE acknowledges that no trade,
occupation, activity or work shall be conducted in the leased
premises or use made thereof which may be unlawful, improper, noisy
or contrary to any applicable statute, regulation, ordinance or
bylaw. LESSEE shall keep all employees working in the leased
premises covered by Worker's Compensation Insurance and shall
obtain any licenses and permits necessary for LESSEE's occupancy.
XXXXXX shall be responsible for causing any alterations by XXXXXX
which are allowed hereunder to be in full compliance with any
applicable statute, regulation, ordinance or bylaw, and for causing
the leased premises to be in such full compliance in connection
with XXXXXX's specific use.
7. 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, LESSORa may elect to terminate this
leaseb. When such fire, casualty, or taking renders the leased
premisesc unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect
to terminate this lease if: (a) LESSOR fails to give written notice
within thirty (30) days of intention to restore the leased
premises, or (b) LESSOR fails to restore the leased premises to a
condition reasonably suitable for their intended use within ninety
(90) days of said fire, casualty or taking. LESSOR reserves all
rights for damages or injury to the leased premises for any taking
by eminent domain, except for damage to LESSEE's property,
equipment, XXXXXX's relocation costs, or unamortized improvements
installed by XXXXXX. a) or LESSEE b) as provided herein below c)
or a portion thereof reasonably
8. FIRE INSURANCE. Subject to the provisions of Section 6,
LESSEE shall not permit any use of the leased premises which will
adversely affect or 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 Insurance Service Office (or
successor), local Fire Department, XXXXXX's insurer, or any similar
body. LESSEE shall on demand reimburse LESSOR, and all other
tenants, all extra insurance premiums caused by XXXXXX's use of the
leased premises for a use not set forth in Section 3 hereinabove.
LESSEE shall not vacate the leased premises other than during
XXXXXX's customary non-business days or hours.
9. a) building b) (including replacement) during
LESSOR's normal business hours of the parking areas and
c) its agents d) to LESSEE's property e) except
LESSOR's negligence, chemical, water or corrosion damage
caused by XXXXXX,
9. MAINTENANCE OF PREMISES. LESSOR will be responsible for all
structural maintenance of thea and for the maintenanceb of all
space heating and cooling equipment, sprinklers, doors, locks,
plumbing, and electrical wiring, but specifically excluding damage
caused by the careless, malicious, willful, or negligent acts of
LESSEE orc, chemical, water or corrosion damaged from any sourcee,
and maintenance of any non "building standard" leasehold
improvements. XXXXXX agrees to maintain at its expense all otherf
aspects of the leased premises in the same condition as they are at
the commencement of the term or as they may be put in during the
term of this lease, normal wear and tear and damage by fire or
other casualtyg only excepted, and whenever necessary, to replace
light bulbs, plate glass and other glass therein, acknowledging
that the leased premises are now in good order and the light bulbs
and glass whole. LESSEE will properly control or vent all solvents,
degreasers, smoke, odors, etc. and shall not cause the area
surrounding the leased premises to be in anything other than a neat
and clean condition, depositing all waste in appropriate
receptacles. LESSEE shall be solely responsible for any damage
to plumbing equipment, sanitary lines, or any other portion of the
building which results from the discharge or use of any acid or
corrosive substance by LESSEE. LESSEE shall not permit the leased
premises to be overloaded, damaged, stripped or defaced, nor suffer
any waste, and will not keep animals within the leased premises.
If the leased premises include any wooden mezzanine type space, the
floor capacity of such space is suitable only for office use, light
storage or assembly work. LESSEE will protect any carpet with
plastic or masonite chair pads under any rolling chairs. Unless
heat is provided at LESSOR's expense, LESSEE shall maintain
sufficient heat to prevent freezing of pipes or other damage. Any
increase in air conditioning equipment or electrical capacity or
any installation or maintenance of equipment which is necessitated
by some specific aspect of LESSEE's use of the leased premises
shall be LESSEE's sole responsibility, at LESSEE's expense and
subject to XXXXXX's prior written consent. All maintenance
provided by LESSOR shall be during LESSOR's normal business hours.
f) interior non-structural g) or the act or omission of LESSOR or
its agents
10. a), but without XXXXXX's consent for any such alteration
costing less than $10,000.00 c) or bonded over
10. ALTERATIONS. LESSEE shall not make structural alterations or
additions of any kind to the leased premises, but may make
nonstructural alterations provided XXXXXX consents thereto in
writinga. All such allowed alterations shall be at LESSEE's
expense and shall conform with XXXXXX's construction
specifications. If LESSOR or LESSOR's agent provides any services
or maintenance for LESSEE in connection with such alterations or
otherwise under this leaseb, any just invoice will be promptly
paid. XXXXXX shall not permit any mechanics' liens, or similar
liens, to remain upon the leased premises in connection with work
of any character performed or claimed to have been perfomed at the
direction of LESSEE and shall cause any such lien to be released or
removed without cost to LESSORd. Any alterations or additions
shall become part of the leased premises and the property of
LESSOR. Any alterations completed by LESSOR or LESSEE shall be
LESSOR's "building standard" unless noted otherwise. LESSOR shall
have the right at any time to change the arrangement of parking
areas, stairs, walkways or other common areas of the buildinge. b)
at LESSEE's request or as a result of XXXXXX's breach of its lease,
obligations (after expiration of any applicable grace period) e)
provided any changes do not materially impair LESSEE's access to
and use of the leased premises.
11. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease
or sublet or allow any other firm or individual to occupy the whole
or any part of the leased premises without XXXXXX's prior written
consent. Notwithstanding such assignment or subleasing, LESSEE and
GUARANTOR shall remain liable to LESSOR for the payment of all rent
and for the full performance of the covenants and conditions of
this lease. XXXXXX shall pay LESSOR promptly fora legal and
administrative expenses incurred by XXXXXX in connection with any
consent requested hereunder by XXXXXX.
a) reasonable.
12. SUBORDINATION. This lease shall be subject and subordinate to
any and all mortgages and other instruments in the nature of a
mortgage, now or at any time hereafter, and XXXXXX shall, when
requested, promptly execute and deliver such written instruments as
shall be necessary to show the subordination of this lease to said
mortgages or other such instruments in the nature of a mortgage.
13. LESSOR'S ACCESS. LESSOR or agents of LESSOR maya at any
reasonable time enter to view the leased premises, to make repairs
and alterations as LESSORb. for the leased premisesd, the common
areas or any other portions of the building, to make repairs which
LESSEE is required but has failed to do, andg to show the leased
premises to others. a) upon reasonable prior notice b) is
required hereunder to perform c) during the last 6 months of the
lease term d) or as LESSOR should elect to do for
14. SNOW REMOVAL. The plowing of snow from all roadways and
unobstructed parking areas shall be at the sole expense of LESSOR.
The control of snow and ice on all walkways, steps and loading area
serving the leased premises and all other areas not readily
accessible to plows shall be the sole responsibility of LESSEE.
Notwithstanding the foregoing, however, LESSEE shall hold LESSOR
and OWNER harmless from any and all claims by XXXXXX's agents,
representatives, employees, callers or invitees for damage or
personal injury resulting in any way from snow or ice on any area
serving the leased premises.a
15. a)For purposes of LESSEE's liability and insurance under
Section 14, 16 and 17 c) use reasonable efforts to
15. ACCESS AND PARKING. LESSEE shall have the right without
additional charge to use parking facilities provided for the
leased premises in common with others entitled to the use thereofa.
Said parking areas plus any stairs, corridors, walkways, elevators
or other common areas (hereinafter collectively called the common
areas) shall in all cases be considered a part of the leased
premises when they are used by LESSEE or LESSEE's employees,
agents, callers or invitees. LESSEE will not obstruct in any
manner any portion of the building or the walkways or approaches to
the building, and will conform to all rules and regulations now or
hereafter made by LESSOR for parking, and for the care, use, or
alteration of the building, its facilities and approaches.b
LESSEE further warrants that LESSEE willc not permit any
employee or visitor to violate this or any other covenant
or obligation of LESSEE. No unattended parking will be
permitted between 7:00 PM and 7:00 AM without LESSOR's
prior written approval, and from December 1 through March
31 annually, such parking shall be permitted only in
those areas specifically designated for assigned
overnight parking. Unregistered or disabled vehicles, or
storage trailers of any type, may not be parked at any
time. LESSOR may tow, at XXXXXX's sole risk and expense,
any misparked vehicle belonging to LESSEE or LESSEE's
agents, employees, invitees or callers, at any time.
LESSOR shall not be responsible for providing any
security services for the leased premises.
15. b), provided the same (i) do not derogate from XXXXXX's
rights hereunder and (ii) are applied uniformly to all tenants in
the building.
16. LIABILITY. LESSEE shall be solely responsible as between
XXXXXX and LESSEE for death or personal injuries to all persons
whomsoever occuring in or on the leased premises (including any
common areas that are considered part of the leased premises
hereunder)a from whatever cause arising, and damage to property to
whomsoever belonging arising out of the use, control, condition or
occupation of the leased premises by XXXXXX; andc XXXXXX agrees to
indemnity and save harmeless LESSOR and OWNER from any and all
liability, including but not limited to costs, expenses, damages,
causes of action, claims, judments and attorney's fees caused by or
in any way growing out of any matters aforesaid, except for death,
personal injuries or property damage resulting from the sole
negligence of XXXXXX. b).b a) as described in Section 15 b) or
its agents c) subject to Paragraph G of the Rider
17. INSURANCE. XXXXXX will secure and carry at its own expense a
commercial general liability policy insuring LESSEE, XXXXXX and
OWNER against any claims based on bodily injury (including death)
or property damage arising out of the condition of the leased
premises (including any common areas that are considered part of
the leased premises hereunder) or their use by XXXXXX, such policy
to insure LESSEE, XXXXXX and OWNER against any claim up to One
Million (1,000,000) Dollars in the case of any one accident
involving bodily injury (including death), and up to One Million
(1,000,000) Dollars against any claim for damage to property.
XXXXXX and OWNER shall be included in each such policy as
additional insureds using ISO Form CG 20 26 11 85 or some other
form approved by XXXXXX. LESSEE will file LESSOR prior to
occupancy certificates and any aplicable riders or endorsments
showing that such insurance is in force, and thereafter will file
renewal certificates 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 insured. In the event LESSEE shall fail to provide
or maintain such insurance at any time during the term of this
lease, then LESSOR may elect to contract for such insurance at
LESSEE's expense
18. SIGNS. XXXXXX authorizes, and XXXXXX at XXXXXX's expensea
erect, signageb for the leased premises in accordance with LESSOR's
building standards for style, size, location, etc. LESSEE shall
obtain the prior written consent of LESSOR before erecting any sign
on the leased premises, which consent shall include approval as to
size, wording, design and location. LESSOR may remove and dispose
of any sign not approved, erected or displayed in conformance with
this lease.
a) may b) similar to XXXXXX's current sign
19. BROKERAGE. LESSEE warrants and represents to LESSOR that
XXXXXX has dealt with no broker or third person with respect to
this lease, and XXXXXX agrees to indemnify LESSOR against any
brokerage claims arising by virtue of this lease. LESSOR warrants
and represents to LESSEE that XXXXXX has employed no exclusive
broker or agent in connection with the letting of the leased
premises.
10. d) upon 30 days notice
16. d) Except for claims resulting from the sole
negligence, act or omission of LESSOR or its agents,
14. a) except for claims arising out of XXXXXX's
negligence to the extent covered by XXXXXX's insurance
required to be maintained hereunder.
20. a) Thirty (30) c) by process of law d) up
to a maximum of two years rent
20. DEFAULT AND ACCERLARATION OF RENT. In the event that : (a)
any assignment for the benefit of creditors, trust mortgage,
receivership or other insolvency proceeding shall be made or
instituted with respect to LESSEE or LESSEE's property; (b) LESSEE
shall default in the observance or performance of any of LESSEE's
covenants, agreements, or obligations hereunder, other than
substantial monetary payments as provided below, and such default
shall not be corrected withina days after written notice thereofb;
then LESSOR shall have the right thereafter, while such default
continues and without demand or further notice, to re-enter and
take possession of the leased premises, to declare the term of this
lease ended, and to remove XXXXXX's effectsc, without being guilty
of any manner of trespass, and without prejudice to any remedies
which might be otherwise used for arrears of rent or other default
or breach of the lease. If LESSEE shall default in the payment of
the security deposit, rent, taxes, substantial invoice from LESSOR
or LESSOR's agent for goods and/or services or other sum herein
specified, and such default shall continue for ten (10) days after
written notice thereof, and, because both parties agree that
nonpayment of said sums when due is a substantial breach of the
lease, and, because the payment of rent in monthly installments is
for the sole benefit and convenience of LESSEE, then in addition to
the foregoing remedies the entire balance of rent which is due
hereunderd shall become immediately due and payable as liquidated
damages. LESSOR, without being under any obligation to do so and
without thereby waiving any default, may remedy same for the
account and at the expense of XXXXXX. If LESSOR pays or incurs any
obligations for the payment of money in connection therewith, such
sums paid or obligations incurred plus interest and costs, shall be
paid to LESSOR by XXXXXX as additional rent. Any sums received by
LESSOR from or on behalf of LESSEE at any time shall be applied
first to any unamortized improvements completed for XXXXXX's
occupancy, then to offset any outstanding invoice or other payment
due to LESSOR, with the balance applied to outstanding rent.
XXXXXX agrees to pay reasonable attorney's fees and/or
administrative costs incurred by XXXXXX in enforcing any or all
obligations of LESSEE under this lease at any time. LESSEE shall
pay LESSOR interest at the rate or eighteen (18) percent per annum
on any payment from LESSEE to LESSOR which is past due.
b) or more if LESSEE is diligently prosecuting a cure
but is unable to complete within said 30 day period
21. NOTICE. Any notice from LESSOR to LESSEE relating to the
leased premises or to the occupancy thereof shall be deemed duly
served when left at the leased premises addressed to LESSEE, or
served by constable, or sent to the leased premises by certified
mail, return receipt requested, postage prepaid, addressed to
XXXXXX. Any notice from LESSEE to LESSOR relating to the leased
premises or to the occupancy thereof shall be deemed duly served
when served by constable, or delivered to LESSOR by certified mail,
return receipt requested, postage prepaid, addressed to LESSOR at
000 Xxxx Xxxxxxxx Xxxx, Xxxxxx, XX 00000 or at LESSOR's last
designated address. Nor oral notice or representation shall have
any force or effect. Time is of the essence in the service of any
notice.
22. OCCUPANCY. In the event that Xxxxxx takes possession of said
leased premises prior to the start of the lease term, LESSEE will
perform and observe all of LESSEE's covenants from the date upon
which XXXXXX takes possession except the obligation for the payment
of rent. In the event that LESSEE continues to occupy or control
all or any part of the leased premises after the agreed termination
of this lease without the written permission of LESSOR, then LESSEE
shall be liable to LESSOR for any and all loss, damages or expenses
incurred by XXXXXX, and all other terms of this lease shall
continue to apply except that rent shall be due in full monthly
installments at a rate of one hundred fifty (150) percent of that
which would otherwise be due under this lease, it being understood
between the parties that such extended occupancy is as a tenant at
sufferance and is solely for the benefit and convenience of LESSEE.
XXXXXX's control or occupancy of all or any part of the leased
premises beyond noon on the last day of any monthly rental period
shall constitute LESEE's occupancy for an entire additional month,
and increased rent as provided in this section shall be due and
payable immediately in advance. XXXXXX's acceptance of any
payments from LESSEE during such extended occupancy shall not alter
LESSEE's status as a tenant at sufferance.
23. FIRE PREVENTION. XXXXXX agrees to use every reasonable
precaution against fire and agrees to provide and maintain
approved, labeled fire extinguishers, emergency lighting equipment,
and exit signs and complete any other modifications within the
leased premisesa as required or recommended by the Insurance
Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.
a) resulting from XXXXXX's specific use
24. OUTSIDE AREA. Any goods, equipment, or things of any type
or description held or stored in any common area without LESSOR's
prior written consent shall be deemed abandoned and may be
removed by LESSOR at LESSEE's expense without notice. LESSEE
shall maintain a building standard size dumpster in a location
approved by LESSOR, which dumpster shall be provided and serviced
at LESSEE's expense by whichever disposal firm may from time to
time be designated by XXXXXXx. Alternatively, if a shared
dumpster or compactor is provided by LESSOR, LESSEE shall pay its
proportionate share of any costs associated therewith. a)
provided such rates are reasonably competitive
25. ENVIRONMENT. LESSEE will so conduct and operate the leased
premises as not to interfere in any way with the use and enjoyment
of other portions of the same or neighboring buildings by others by
reason of odors, smoke exhaust, smells, noise, pets, accumulation
of garbage or trash, vermin or other pests, or otherwise, and will
at its expense employ a professional pest control service if
necessary.a LESSEE agrees to maintain efficient and effective
devices for preventing damage to heating equipment from solvents,
degreasers, cutting oils, propellants, etc. which may be present at
the leased premises. No hazardous materials or wastes shall be
stored, disposed of, or allowed to remain at the leased premises at
any time,b and LESSEE shall be solely responsible for any and all
corrosion or other damage associated with the use, storage and/or
disposal of same by LESEE. a) as a result of XXXXXX's operations
b) except in compliance with any applicable statutes, regulations,
ordinances and the like
26. RESPONSIBILTY. aNeither LESSOR nor OWNER shall be held liable
to anyone for loss or damage b caused in any way by the use,
leakage, seepage or escape of water from any source, or for the
cessation of any service rendered customarily to said premises or
buildings, agreed to by the terms of this lease, due to any
accident, the making of repairs, alterations or improvements, labor
difficulties, weather conditions, mechanical breakdowns, trouble or
scarcity in obtaining fuel, electricity, service or supplies from
the sources from which they are usually obtained for said building,
or any cause beyond LESSOR'sd control.
a) Subject to the provisions of Sections 9 and 16 and
Paragraphs G and I of the Rider b) at the leased
premises
27. SURRENDER. LESSEE shall at the termination of this lease
remove all of LESSEE's goods and effects from the leased premises.
LESSEE shall deliver to LESSOR the leased premises and all keys and
locks thereto, all fixtures and equipment connected therewith, and
all alterations, additions and improvements made to or upon the
leased premises, whether completed by LESSEE, LESSOR or others,
including but not limited to any offices, partitions, window
blindsa, floor coverings (including computer floors), plumbing and
plumbing fixtures, air conditioning equipment and ductwork of any
type, exhaust fans or heaters, water coolers, burglar alarms,
telephone wiring, air or gas distribution piping, compressors,
overhead cranes, hoists, trolleys or conveyors, counters, all
electrical work, including but not limited to lighting fixtures of
any type, wiring, conduit, EMT, transformers, distribution panels,
bus ducts, raceways, outlets and disconnects, and furnishings or
equipment which have been welded to any wall, floor, ceiling, roof,
pavement or ground, or which have been plumbed to the water supply,
drainage or venting systems serving the leased premises. LESSEE
shall deliver the leased premises sanitized from any chemicals or
other contaminants, and broom clean and in the same condition as
they were at the commencement of this lease or any prior lease
between the parties for the leased premises, or as they were
modified during said term with XXXXXX's written consent, reasonable
wear and tear and damage by fire or other casualtyb only excepted.
In the event of LESSEE's failure to remove any of LESSEE's property
from the leased premises upon termination of the lease, 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
such 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 abandoned property. In no case shall the leased premises be
deemed surrendered to LESSOR until the termination date provided
herein or such other date as may be specified in a written
agreement between the parties, notwithstanding the delivery of any
keys to LESSOR.
27. a) affixed b) or the act or omissin of LESSOR
or its agents
26. c) as d) reasonable
28. GENERAL. (a) The invalidity or unenforceability of any
provision of this lease shall not affect or render invalid or
unenforceable any other provision hereof. (b) The obligations of
this lease shall run with the land, and this lease shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that XXXXXX and
OWNER shall be liable only for obligations occuring or arising
while lessor, owner, or master lessee of the premises. (c) Any
action or proceeding arising out of the subject matter of this
lease shall be brought by XXXXXX only in a court of the
Commonwealth of Massachusetts. (d) If LESSOR is acting under or
as agent for any trust or corporation, the obligations of LESSOR
shall be binding upon the trust or corporation, but not upon any
trustee, officer, director, shareholder, or beneficiary of the
trust or corporation individually. (e) If XXXXXX is not the owner
(OWNER) of the leased premises, XXXXXX represents that said OWNER
has agreed to be bound by the terms of this lease (f) This lease
is made and delivered in the Commonwealth of Massachusetts, and
shall be interpreted, construed, and enforced in accordance with
the laws thereof. (g) This lease was the result of negotiations
between parties of equal bargaining strength, and when executed
by both parties shall constitute the entire agreement between the
parties, superseding all prior oral and written agreements,
representations, statements and negotiations relating in any way
to the subject matter herein. This lease may not be extended or
amended except by written agreement signed by both parties or as
otherwise provided herein, and no other subsequent oral or
written representation shall have any effect hereon. (h) Except
as otherwise expressly set forth herein, XXXXXX makes no
warranty, express or implied, concerning the suitability of the
leased premises for XXXXXX's intended use. (i) XXXXXX agrees
that if XXXXXX does not deliver posession of the leased premises
as herein provided for any reason, XXXXXX shall not be liable for
any damages to LESSEE for such failure, but XXXXXX agrees to use
reasonable efforts to deliver possesion to LESSEE at the earliest
possible date. A proportionate abatement of rent, excluding the
cost of any amortized improvements to the leased premises, for
such time as LESSEE may be deprived of possession of the leased
premises, except where a delay in delivery in caused in any way
by XXXXXX, shall be LESSEE's sole remedy. (j) Neither the
submission of this lease form, nor the prospective acceptance of
the security deposit and/or rent shall constitute a reservation
of or option for the leased premises, or an offer to lease, it
being expressly understood and agreed that this lease shall not
bind either party in any matter whatsoever until it has been
executed by both parties. (k) LESSEE shall not be entitled to
exercise any option contained herein if LESSEE is at that time in
default of any terms or conditions hereof beyond any applicable
cure period. (l) Except as otherwise provided herein, XXXXXX,
OWNER and LESSEE shall not be liable for any special, incidental,
indirect or consequential damages, including but not limited to
lost profits or loss of bussiness, arising out of or in any
manner connected with performance or nonperformance under this
lease, even if any party has knowledge of the posibility of such
damages. (m) The headings in this lease are for convience only
and shall not be considered part of the terms hereof. (n) No
endorsment by LESSEE on any check shall bind LESSOR in any way.
(o) LESSOR and LESSEE hereby waive any and all rights to a jury
trial in any proceeding in any way arising out of this lease.
29. NON APPLICABLE
30. WAIVERS, ETC. No consent or waiver, express or implied,
by XXXXXX, to or of any breach of any covenant, condition or duty
of LESSEE shall be construed as a consent or waiver to or of any
other breach of the same or any other covenant, condition or
duty. If LESSEE is several persons, several corporations or a
partnership, LESSEE's obligations are joint or partnership and
also several. Unless repugnant to the context, "LESSOR" and
"LESSEE" mean the person or persons, natural or corporate, named
above as LESSOR and as LESSEE respectively, and their respective
heirs, executors, administrators, successors and assigns.
31. AUTOMATIC FIVE-YEAR EXTENSIONS. This lease, including all
terms, conditions, escalations, etc. shall be automatically
extended for one additional successive period two years and eight
months unless LESSOR or LESSEE shall serve written notice, either
party to the other, of either party's desire not to so then
current lease period. Time is of the essence.
32. ADDITIONAL PROVISIONS. (Continued on attached rider(s) if
necessary.)
- See Attached Rider -
IN WITNESS WHEREOF, XXXXXX and XXXXXX have hereunto set
their hands and common seals and intend to be legally bound hereby
this 23rd day of June, 1998.
LESSOR: XXXXXXXX PROPERTIES MANAGEMENT, INC.
By: X. X. Xxxxxxxx
President
LESSEE: VIVID TECHNOLOGIES, INC.
By: Xxxxxx X. Xxxxx
