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INDENTURE OF SUBLEASE BETWEEN
ADVANCED NMR SYSTEMS, INC., ("SUBLESSOR")
AND
QC OPTICS, INC., ("SUBLESSEE")
THIS INDENTURE, made this 15th day of April 1997, between Advanced NMR
Systems, having a usual place of business at 00 Xxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000 (hereafter called the "Sublessor", which expression include
his/her heirs, legal representatives and assigns where the context permits) of
the one part, and QC Optics, Inc., a Delaware corporation with its principal
place of business at 000 Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
(hereinafter called the "Sublessee", which expression shall include its
successors and assigns where the context permits) of the other part.
WITNESSETH
1. Sublessee agrees to pay the sum of $195,240.60 ($7.90 per square
foot) per year for each year of the term of this lease commencing July 15, 1997.
Included in this sum is all real estate taxes, landscaping maintenance, snow
removal, common area maintenance, insurance (as defined in paragraph 12), and
maintenance of the septic system and HVAC units. Rent will be paid to the
Sublessor on the first day of each month. An amount equal to two months rent
will be held by the Sublessor as a security deposit and applied as the last two
months rent or returned in full upon the occurrence of an event described in the
last sentence of paragraph 3, herein.
That in consideration of the rent herein reserved and set forth and the
covenants herein reserved and contained of the part of the Sublessee to be paid,
performed and observed, the Sublessor does hereby demise and lease unto the
Sublessee:
a. A certain portion of a Building (the "Building") located in
the North Wilmington Industrial Park which portion contains 24,714 square feet
more or less with the total square footage of the Building being 60,733 square
feet more or less said land and Building being shown on a plan by Xxxxxx Xxx
Xxxxxxxx and built in accordance with such plan, such plan
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being dated December 4,1986, such plan marked Exhibit A and affixed to this
Sublease and incorporated into its terms by reference which plan has been
initialed by the parties. The Sublessee shall have the right to use the driveway
shown on said plan in common with other Lessees and/or tenants of the Building
or any other Lessees and/or tenants of any other building which Has the right to
use said driveway provided, however, that no such Lessee or Tenant shall be
allowed to park therein. The Sublessee is guaranteed a proportionate number of
parking spaces based on its proportionate share of the total rented portion of
the Building, including at minimum the exclusive right to use the parking spaces
designated "QC Optics" and consisting of 20 spaces located immediately adjacent
to the Sublessee's front entrance, and the non-exclusive right to use 4 parking
spaces designated as handicap parking as shown on Exhibit A-I and identified as
allocable to the demised premises.
2. The initial term of the Sublease shall be for FORTY-FIVE AND
ONE-HALF MONTHS from commencement. The initial term of this Sublease shall
commence on July 15, 1997 through May 1, 2001.
a. A certificate of use and occupancy authorizing the use of
the premises for all purposes permissible under this Sublease will be issued
pursuant to the applicable provisions of the State and local building code.
Sublessee shall be allowed access to the premises prior to the term commencement
date for purposes of renovation. Sublessee shall be responsible for leasehold
improvements to the subleased premises, except removal of two magnetic test
xxxxxxxx and associated cooling rooms, any or all improvements for handicapped
access, and demising and separating of fire and security alarm systems, which
shall be completed by Sublessor prior to June 15,1997. Work to be performed by
Sublessee and Sublessor shall be performed in a good and workmanlike manner
conforming to all applicable laws.
b. Sublessor shall have a first option on any additional space
within the Building that becomes available during the initial lease term. Should
Sublessor not take the available space, Sublessee shall have a right of first
refusal on such space at a rate to be negotiated.
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3. The Sublessee does hereby covenant with the Sublessor that the
Sublessee during the said term of this sublease or any part thereof will pay
unto the Sublessor or its legal representatives the said rent at the times and
in the manner aforesaid; and will keep all singular the premises and the windows
thereon in such repair, order and condition as the same are in at the
commencement of said term, damage by fire, takings and other casualties, and
reasonable wear and tear only excepted. Sublessee will pay its pro rata portion,
based on square footage, for water and sewer taxes (if any) at the rate charged
by the Town of Wilmington and will pay its portion based on usage, for charges
for gas, and electricity used by the Sublessee, at the rate of 40.7% of any gas
xxxx and 43% of any electric xxxx. At the expiration of said term, Sublessee
will remove its goods and effects and those of all persons claiming under it;
and will peaceably yield up to the Sublessor the said premises and all erections
or additions made on or upon (other than the Sublessee's trade fixtures) in as
good repair, order and condition in all respects as the same were in at the
commence of said term, damage by fire, reasonable wear and tear and other
casualties and takings excepted; and will hold the Sublessor harmless and
indemnified against any injury, loss or damage to any person or property on said
premises caused by the omission, fault, negligence or other misconduct of the
Sublessee, and during the same term and such further time as aforesaid the said
premises shall not be damaged or defaced, and no trade or occupation shall be
carried on upon the said premises or use made thereto which shall be unlawful,
or a public nuisance or contrary to any of the laws of the Commonwealth of
Massachusetts or ordinance or bylaw for the time being in force in the Town of
Wilmington in which the premises are situated, or injurious to any person or
property; proper conduct of the business herein authorized to be conducted in
the subleased premises shall not be deemed a violation of this covenant; and no
act or thing shall be done upon the said premises or Building which will void or
make voidable any insurance on the said premises or Building against fire; and
no structural addition or structural alteration shall be made to or upon to said
premises except as herein otherwise provided in Exhibit B without the consent in
writing of the Lessor, which consent the Lessor agrees not to unreasonably
withhold or delay; and any notice from the Sublessor to the Sublessee relating
to the demised premises, or the occupancy thereof, shall be deemed duly served
three (3) days after mailing, if mailed by registered or certified mail to the
Sublessee at 00 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, or at such other
address as the
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Sublessee may designate in writing. All bills shall be mailed to the Sublessee
at the above-mentioned address. Sublessee will share the Building's security
system, phone room and phone wiring system. Sublessee will pay an allocated
charge based on square footage for costs incurred to maintain the security
system. Sublessee will be responsible for all costs incurred in maintaining its
phone system and the phone wiring system. Sublessee shall indemnify and hold
harmless the Sublessor for any harm caused to Sublessee's business arising from
any failure of these systems.
Sublessee shall be responsible for maintenance of the demised premises
to the extent set forth herein. Sublessee shall paint the premises and keep them
in the same general condition as they are in at the time of delivery of
possession, including repair, replacement and refurbishment of any portions of
the premises affected by other than normal wear and team, but excluding damage
by fire, casualty or taking, provided, however, that the Sublessee shall not be
required to perform any painting during the last year of the term.
It is a condition of the Sublease that if the demised premises shall be
substantially (defined as making the Sublessee unable to meet its business
commitments) damaged by fire or other casualty, then the Sublessee may terminate
this sublease as of the date of the occurrence of such damage by written notice
thereof to the other party given within ten (10) business days of the occurrence
of such damage.
4. Sublessor agrees to allow signage above the entrance to Sublessee's
portion of the Building. Sublessor agrees to allow the erection of similar
signage in form and context on the opposite side of the driveway, subject to
approval of local authorities and Lessor.
5. It is further stipulated and agreed, and these presents are upon
this condition, that:
a. if any sum or sums due as rent as herein provided shall be
unpaid when due and shall remain unpaid for a period of ten (10) business days
after notice of such default has been given by the Sublessor to the Sublessee;
or
b. if the Sublessee shall violate or be in default in its
observance or performance of any of its covenants, conditions and agreements
herein contained except default
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in payment of rent, and shall have failed within sixty (60) days after such
notice in writing of such violation or default has been given by the Sublessor
to the Sublessee (or, if the nature of such violation or default is such that it
cannot be remedied within said sixty (60) day period if the Sublessee shall have
not commenced to remedy the same within said sixty (60) days and thereafter to
prosecute the remedy of the same with due diligence); or
c. if the estate hereby created shall be taken on execution or
by other process of law and such execution and process has not been vacated, set
aside or discharged within sixty (60) days; or
d. if the Sublessee shall be declared bankrupt or insolvent
according to law, or if any assignment shall be made of its property for the
benefit or creditors; or
e. if a receiver shall be appointed of the Sublessee's
property and not removed within sixty (60) days;
then, and in any of the said cases (notwithstanding any licenses of any
former violation or waiver of the benefit hereof or consent in a former
instance), Sublessor may commence proceedings to remove Sublessee in any court
of competent jurisdiction.
6. The Sublessee covenants that it will use reasonable efforts to
remove snow, ice and foreign substances from sidewalks that abut its leased
space.
7. No modification or alteration of this Sublease shall be binding
unless endorsed and attached hereto and signed by both parties.
8. The premises are leased for use as an office, research and
development, light manufacturing and warehouse area and for related uses, all in
connection with the operation of the Sublessee's business. Sublessor and
Sublessee warrant and represent that such uses are permissible under applicable
law.
9. Sublessee shall not mortgage, pledge, encumber, assign, sublet or
underlet this lease or its interest hereunder in any manner whatsoever except to
a subsidiary or parent or
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successor or affiliate corporation. However, Sublessee may assign and/or
sublease the demised premises or any portion of the demised premises to an
unaffiliated third party or entity subject to Sublessor's reasonable right of
approval of such assignment or sublease. In the event of a lease assignment,
Sublessor shall receive all profits received from such sublease. In the event of
any subletting only as described above, Sublessee shall remain liable for the
reserved rent and the due performance of all of the Sublessee's covenants herein
undertaken, and will render to Sublessor 75% of all net profits received from
such sublease.
10. The Sublessor agrees that upon request of the Sublessee, Sublessor
will join in the execution of a notice of lease as defined in Section 4 Chapter
183 of the General Laws of Massachusetts.
11. So long as the Sublessee is in possession of said premises, it
shall not be disturbed in the enjoyment thereof, subject only to the provisions
of this Sublease, which shall bind and enure to the benefit of the parties and
their respective successors and assigns. Sublessee shall have access to the
premises 24 hours per day, 365 days per year, during the term of this sublease.
12. The Sublessee shall maintain with respect to the demised premises
during the lease term (a) comprehensive public liability insurance in the amount
of $500,000 for injury or death of one person and at least $1,000,000 for all
injuries or deaths in a single occurrence. Sublessor shall maintain building
insurance, including fire and extended casualty, to cover the shell as well as
all equipment and interior structures and surfaces, excluding Sublessee's
property, in an amount equal to the replacement cost thereof. All such insurance
shall be issued by companies qualified to issue insurance in Massachusetts, and
shall insure the Sublessor as well as the Sublessee as they appear. Certificates
of all such insurance shall be furnished to both parties each year. The
Sublessee's insurance policies may contain reasonable deductible sums.
13. Sublessee will provide a detailed description of the chemicals that
will be actively used within the property and the method of disposal.
14. The brokerage fee is the sole responsibility of the Sublessor.
Sublessor represents and warrants to Sublessee that it has not dealt with any
real estate broker other than The
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Xxxxxxxxxxx Company in the negotiating or making of this Sublease and Sublessor
agrees to indemnify and hold harmless Sublessee from all liabilities, costs,
demands, judgements, settlements, claims, and losses, including attorney's fees
and costs in connection with any such claim of any other broker or brokers
claiming to have an interest in the Sublease.
15. Sublessor shall observe and perform all covenants and provisions of
a certain lease by and between the Sublessor and Xxxxxx Xxx Xxxxxxxx (Lessor)
dated May 5,1991 and shall provide Sublessee notice within 5 days of any default
thereof. Upon a default by Sublessor to timely pay rent to Lessor under said
lease, Sublessee shall pay all amounts that become due to Sublessor hereunder
directly to Lessor, in full satisfaction of any such amounts due from Sublessee
to Sublessor, for the duration of such failure to pay rent by Sublessor. Upon a
termination of Lessor's lease with Sublessor's default thereof at the option of
the Sublessee, Sublessor shall assign to Lessor all of its right, title and
interest in this Sublease, which shall remain in full force and effect as a
direct lease from Lessor to Sublessee under the terms and provisions herein.
IN WITNESS WHEREOF, the said Sublessor has signed, sealed, executed and
delivered this instrument and the said Sublessee has caused this instrument to
be signed, by its Vice President and Treasurer thereunto duly authorized, both
on the day and year first written above.
/S/ XXXXXX XXXXX /S/ X.X. XXXXX
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Advanced NMR Systems, Inc. QC Optics, Inc.
Sublessor Sublessee
By:/S/ XXXXXX X. XXXXX
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Vice President of Operations
Name and Title
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COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX, SS
Then Personally appeared the above named X. X. Xxxxx before me and
acknowledges the foregoing to be his free act and deed.
/S/ XXXXXX X. XXXXXXXX
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Notary Public
My Commission Expires: 6/15/2000
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CONSENT TO SUBLEASE
XXXXXX XXX XXXXXXX, successor in interest to Xxxx X. Xxxxxxxx,
hereinafter called Lessor, owner of certain premises located at 00 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx,. 00000, in accordance with the
terms of a certain Lease between ADVANCED NMR SYSTEMS, Inc., Lessee, and XXXX X.
XXXXXXXX, as Lessor, said lease dated May 5, 1991, regarding leased premises
located at 00 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000,
does, herewith, agree to a sublease by Lessee of its leasehold interest to QC
OPTICS, INC., hereinafter called Sublessee, as follows:
1. The premises which are the subject of this Consent form consist of a
certain portion of a Building (the "Building") located in the North Wilmington
Industrial Park, which portion contains 24,714 square feet, more or less, with
the total square footage of the Building being 60,733 square feet, more or less,
said land and Building being shown on a plan by Xxxx X Xxxxxxxx, such plan dated
December 4, 1986.
2. Lessor consents to the aforementioned sublease to Sublessee upon the
same terms and conditions as contained within the Lease between Lessee, ADVANCED
NMR SYSTEMS, INC., and Lessor.
3. Lessee, ADVANCED NMR SYSTEMS, INC., shall, notwithstanding execution
of this consent document by Lessor, continue to be obligated to Lessor with
respect to all terms and conditions of the Lease with Lessor dated May 5, 1991.
4. This consent by Lessor does not in any way create any new rights on
the part of Lessee and/or on the part of Sublessee beyond those rights set forth
within the terms of the Lease between ADVANCED NNR SYSTEMS, INC. and XXXXXX XXX
XXXXXXXX, dated May 5, 1991.
5. So long as Sublessee complies with all terms of the original lease
between Lessor and Lessee, including but not limited to timely payment of lease
amounts, sublessee shall not be disturbed in its possession of the demised
premises during the term of the lease between Lessor and Lessee.
6. This consent is specifically conditioned upon the fact that the
"hazardous materials" as listed on Exhibit A affixed to this Consent form and
incorporated into its terms by reference, are the only "hazardous materials"
which shall be used by Sublessee at the demised premises during the term of the
Sublease. Lessee and Sublessee do, herewith, agree that an environmental
consultant engaged by Lessor shall be allowed to view the demised premises from
time to time to assure the proper storage and disposal by Sublessee of the
"hazardous materials" referred to in this paragraph of this Consent document. It
shall be a specific, condition of Lessor's consent to the Sublease that
Sublessee properly store and dispose of the "hazardous materials" referred to in
this paragraph of this Consent form.
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WITNESS my hand and seal this 19th day of May, 1997.
/S/ XXXXXX XXX XXXXXXXX
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Xxxxxx Xxx Xxxxxxxx, Lessor
COMMONWEALTH OF MASSACHUSETTS
Middlesex, SS May 19, 1997
Then personally appeared the above named Xxxxxx Xxx Xxxxxxxx and
acknowledged the foregoing to be be her free act and deed, before me.
/S/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Notary Public
My Commission expires: May 22, 2003
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