LEASE
In consideration of the covenants herein contained, XXXXXX XXX XXXXXXXX,
Middlesex County, Massachusetts, as TRUSTEE of the JONSPIN REALTY TRUST
hereinafter called LESSOR, does hereby lease to QC OPTICS, INC., a Delaware
Corporation, hereinafter called LESSEE, the following described premises,
hereinafter called the leased premises: a portion of the building known as 00
XXXXXXX XXXX, XXXXXXXXXX, XXXXXXXXXXXXX, containing approximately 24,714 square
feet, and as shown on the attached plan referred to as Exhibit C together with
the exclusive right to use 20 parking spaces as shown on the attached plan
entitled "site layout" and parking plan entitled Exhibit D. The premises is
located on Lot 42 which is located in and forms a part of the North Wilmington
Industrial Park as shown on the attached plan entitled Exhibit B.
TO HAVE AND HOLD the leased premises for a term of FIVE (5) years commencing at
noon on MAY 1, 2001 ("commencement date") and ending at noon on APRIL 31, 2006
("expiration date") unless sooner terminated as herein provided. XXXXXX 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 lease premises.
1. RENT. LESSEE shall pay to LESSOR base rent at the rate of
$ 216,247.50 U.S. dollars per year drawn on a U.S. bank, payable in advance in
monthly installments of $ 18,020.62 on the first day in each calendar month in
advance, for lease years one (1), two (2) and three(3) $ 222,426.00 U.S. dollars
per year drawn on a U.S. bank, payable in advance in monthly installments of $
18,535.50 on the first day in each calendar month in advance, for lease year
four (4) $ 234,783.00 U.S. dollars per year drawn on a U.S. bank, payable in
advance in monthly installments of $ 19,565.25 on the first day in each calendar
month in advance, for lease year five (5) 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 to be 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 the LESSOR or agent at 000 Xxxxxxx Xxx., Xxxxxxxxx, XX 00000,
or at such other place as LESSOR shall from time to time in writing designate.
2. SECURITY DEPOSIT. LESSEE shall pay LESSOR a security deposit in the
amount of $ 18,020.62 dollars upon the execution of this lease by XXXXXX, which
shall be held as security for LESSEE'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 shall immediately 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 shall immediately apply the
security deposit first to any unamortized improvements completed for LESSEE's
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occupancy, then to offset an 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.
3. USE OF PREMISES. LESSEE use of the leased premises shall include any
configuration of a.) all lawful general office purposes, b.) all lawful light
industrial purposes, c.) all lawful light manufacturing and light assembly
purposes, and d.) all lawful purposes related to the business operations of
LESSEE.
4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent forty one
(41%) percent, the proportionate share (based on the square footage leased by
XXXXXX as compared with the total leaseable square footage of the building which
the lease premises are a part, LESSEE's "proportionate share"), of real estate
taxes levied against the land and building of which the leased premises are a
part and forty one (41%) percent of those common area maintenance (CAM) charges
as set forth in Exhibit E which is incorporated herein by reference. LESSEE
shall make payment within fifteen (15) days of written notice from LESSOR that
such taxes are payable, and any additional rent shall be prorated should the
lease terminate before the end of any tax year. LESSEE shall have the right at
its sole expense to seek abatement of such real estate taxes paid by XXXXXX and
LESSEE shall be entitled to receive any refunds with respect to real estate
taxes paid by XXXXXX.
5. UTILITIES. LESSEE shall pay all charges for any electricity and gas used
on the leased premises, provided that gas and electric meters have been
installed by LESSOR or forty one percent (41%) of charges for utilities if
separate meters have not been installed by LESSOR. LESSEE shall pay LESSOR for
water use as determined by LESSOR either by a separate water meter serving the
leased premises, or as a proportionate share of water charges for the entire
building of which the leased premises are a part if not separately metered, and
LESSEE shall pay LESSOR a proportionate share of any other fees and charges
relating in any way to water use at the building. No plumbing, construction or
electrical work of any type shall be done without LESSOR's prior written
approval, which shall not be unreasonably withheld or delayed, and appropriate
municipal permit. XXXXXX's share of utilities charges shall be proportionately
adjusted in the event that the adjoining tenant's use of same materially exceeds
LESSEE's use.
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, offensive, or contrary to any applicable
statute, regulation, ordinance or bylaw. LESSEE shall keep all employees working
in the leased premises covered with Worker's Compensation Insurance and shall
obtain any licenses and permits necessary for LESSEE's occupancy. LESSEE shall
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be responsible for causing the leased premises and any alterations by XXXXXX
which are allowed hereunder to be in full compliance with any applicable
statute, regulation, ordinance or bylaw.
7. FIRE,CASUALTY, EMININT 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, LESSOR may
elect to terminate this lease. When such fire, casualty or taking renders the
leased premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to terminate
this lease if: (a) XXXXXX fails to give written notice when thirty (30) days of
intention to restore the leased premises or (b) LESSOR fails to restore the
leased premises to a condition substantially suitable for their intended use
within ninety (90) days of said fire, casualty or taking. 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 or equipment.
8. MAINTENANCE OF PREMISES. LESSOR will be responsible for all structural
(the roof and exterior facade of the building) maintenance of the leased
premises including common area ADA modifications required for entry to LESSEE's
leased space. LESSOR at LESSEE'S expense shall be responsible for the normal day
time maintenance of all space heating and cooling equipment, sprinklers,
plumbing, septic and electrical wiring, but specifically excluding damaged
caused by the malicious, willful, or gross negligent acts of LESSEE or others,
chemical, water or corrosion damage from any source, and maintenance of any non
"building standard" leasehold improvements. LESSOR shall use best efforts to
maintain competitive pricing for maintenance services described herein. XXXXXX
agrees to maintain at its expense all other 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 casualty only excepted, and whenever necessary, to replace light bulbs,
plate glass and other glass therein, acknowledging 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, not 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. Unless heat is
provided at LESSOR's expense, LESSEE shall maintain sufficient heat to prevent
freezing of pipes or damage. Any increase in air conditioning equipment or
electrical capacity, or any installation and/or maintenance of equipment which
is necessitated by some specific aspect of LESSEE's use of the leased premises
shall be at LESSEE's expense. All maintenance provided by LESSOR shall be during
LESSOR's normal business hours.
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9. ALTERATIONS. LESSEE shall not make structural alterations or additions
of any kind to leased premises, but may make nonstructural alterations provided
LESSOR consents thereto in writing which consent shall not be unreasonably
withheld or delayed. All such allowed alterations shall be at LESSEE's expense
and shall conform to LESSOR's construction specifications. If LESSOR provides
any services or maintenance for LESSEE in connection with such alterations or
otherwise under this lease, any just invoice will be promptly paid. XXXXXX shall
not permit any mechanics' liens, or similar liens, to remit upon the leased
premises in connection with work of any character performed or claimed to have
been performed at the direction of LESSEE and shall cause any such lien to be
released or removed forthwith without cost to LESSOR. Any alterations or
additions shall become part of the leased premises and the property of LESSOR.
Any alterations completed by LESSOR 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
building of which the leased premises are a part.
10. 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 LESSOR's approval which shall not be unreasonably
withheld, conditioned or delayed. XXXXXX will respond to XXXXXX's request within
fifteen (15) days. XXXXXX shall not be able to withhold approval for assignment
or sublet based on the fact that LESSOR has prime space within the park
available for lease. Notwithstanding such assignment or subleasing, LESSEE shall
remain liable to LESSOR for the payment of all rent and for the full performance
of the covenants and conditions of this lease. LESSEE shall pay LESSOR promptly
for reasonable legal and administrative expenses incurred by XXXXXX in
connection with any consent requested hereunder by XXXXXX. Such approval shall
not be required if such assignment or sublease is to a parent, subsidiary or
other organization affiliated with LESSEE. In the event such assignment or
sublease shall result in excess profits after reasonable administrative expenses
have been deducted, such profits shall be split equally between LESSEE and
LESSOR. Said administrative costs shall not include vacancy, promotional
materials, permits or commissions that are related to said sublease.
11. 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.
12. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at any reasonable time
enter to view the leased premises, to make repairs and alterations as LESSOR
should elect to do for the leased premises, the common areas or any other
portions of the building of which the leased premises are a part, to make
repairs which LESSEE is required but has failed to do, and to show the leased
premises to others.
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13. SNOW REMOVAL. The plowing of snow from all roadways, access ways and
unobstructed parking and loading areas shall be the sole responsibility of
LESSOR. LESSEE shall be responsible for their proportionate share forty-one
(41%) percent of this charge. The control of snow and ice on all steps 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 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.
14. ACCESS AND PARKING. LESSEE shall have the right without additional
charge to use parking spaces outlined on Exhibit D as provided for the leased
premises in common with others entitled to the use thereof. Said parking areas
plus any stairs, walkways, elevators or other common areas shall in all cases be
considered a part of the leased premises to the extent that they are utilized 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 said 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. LESSEE further warrants the LESSEE will
not permit any employee or visitor to violate this or any other covenant or
obligation of LESSEE. With the exception of not more than five (5) vehicles, 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. LESSEE'S LIABILITY AND INSURANCE. LESSEE shall be solely responsible as
between XXXXXX and LESSEE for deaths or personal injuries to all persons
whomsoever occurring in or on the leased premises (including any extension
thereof) within the control of the LESSEE 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 and XXXXXX agrees to indemnify
and save harmless LESSOR from any and all liability, including but not limited
to expenses, damage, causes of action, suits, claims or judgments caused by or
in any way growing out of any matters aforesaid, except for death, personal
injuries or property damage directly resulting from the sole negligence of
XXXXXX, LESSEE will secure and carry at its own expense a comprehensive general
liability policy insuring LESSEE, LESSOR against any claims based on bodily
injury (including death) or property damage arising out of the condition of the
leased premises or their use by LESSEE, such policy to insure LESSEE, LESSOR
against any claim up to Two Million ($2,000,000) 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
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shall be included in each such policy as additional insureds. LESSEE will file
with LESSOR prior to occupancy certificates and any applicable riders or
endorsements 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 canceled
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.
16. FIRE INSURANCE. LESSEE shall not permit any use of the leased premises
which will adversely affect or make violable any insurance on the property of
which the leased premises are a part, or on the contents of the said property,
or which shall be contrary to any law or regulation from time to time
established by the Insurance Services 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. LESSEE shall not vacate the leased premises
or permit it to be unoccupied other than during XXXXXX's customary non-business
days of hours.
17. BROKERAGE. LESSEE warrants and represents to LESSOR that XXXXXX has
utilized only Xxxxx X. Xxxxxxxxxxx of The Xxxxxxxxxxx Company, as their
exclusive representative with respect to this lease and XXXXXX agrees to
indemnify LESSOR against any brokerage claims arising from an alleged dual
representation of LESSEE under this lease.
18. SIGNS. XXXXXX authorizes, and XXXXXX at XXXXXX's expense agrees to
erect, signage 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.
19. DEFAULT AND ACCELERATION OF RENT. In the event that: (a) 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 within ten (10) days
after written notice thereof, or (b) LESSEE vacates the leased premises, then
LESSOR shall have the right thereafter, while such default continues and without
demand or further notice, to reenter and take possession of the leased premises,
to declare the term of this lease ended, and to remove XXXXXX's effects, without
being guilty of any manner of trespass, provided such LESSOR entry complies with
all applicable statutes and without prejudice to any remedies which might be
otherwise used for arrears of rent or other default shall continue for ten (10)
days after written notice thereof and, because both parties agree that
nonpayment of said sums when due is substantial breach of the lease, and,
because the payment of rent in monthly installments is for the sole benefit and
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convenience of XXXXXX, then in addition to the foregoing remedies the entire
balance of rent which is due hereunder shall become immediately due and payable
as liquidated damages. LESSOR, without being under any obligation to do so and
without thereby waving any default may remedy same for the account and at the
expense of LESSEE. If LESSOR pays or incurs any obligations payment of money in
connection therewith, such sums paid or obligations incurred plus interest and
costs, shall be paid to LESSOR by LESSEE 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 provided that LESSOR is the prevailing
party. In the event that XXXXXX is unable to pay its debts in the ordinary
course of business, LESSEE may at its option and upon thirty- (30) days written
notice terminate this lease. LESSEE shall pay LESSOR interest at the rate of
eighteen (18%) percent per annum on any payment from LESSEE to LESSOR which is
past due.
20. 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 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
or at LESSOR's last designated address. No oral notice or representation shall
have any force or effect. Time is of the essence in service of any notice.
21. OCCUPANCY. In the event that XXXXXX takes possession of said leased
premises prior to the start of said term, XXXXXX will perform and observe all of
LESSEE's covenants from the date upon which XXXXXX takes possession except for
the obligation for the payment of extra rent for any period less than one month.
LESSOR with XXXXXX's written approval shall have the right to relocate LESSEE at
LESSOR'S complete expense to another facility upon prior written notice to
LESSEE and on terms comparable to those herein. 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 the rent shall be due in full monthly installments at a rate of two
hundred (200) 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
as sufferance and is solely for the benefit and convenience of LESSEE and as
such has greater rental value. XXXXXX's control of occupancy of all or any part
of the leased premises beyond noon on the last day of the monthly rental period
shall constitute LESSEE'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.
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22. 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 sign and complete any
other modifications within the leased premises as required or recommended by the
Insurance Services Office (or successor organization), OSHA, the local Fire
Department, or any similar body.
23. OUTSIDE AREA. No goods, equipment, or things of any type or description
shall be held or stored outside the leased premises at any time without prior
written consent from LESSOR. XXXXXX acknowledges and agrees that XXXXXX has and
may use a picnic table and gas grills located at the rear of the building. Any
goods, equipment or things left outside the leased premises without XXXXXX's
prior written consent shall be deemed abandoned and may be removed at LESSEE's
expense without notice by XXXXXX. A single ten-yard capacity dumpster is hereby
authorized for the disposal of trash, provided that the location of said
receptacle is approved by XXXXXX. A temporary thirty-yard capacity dumpster may
be used on a temporary basis, provided that the location of said receptacle is
approved by XXXXXX.
24. ENVIRONMENT. LESSEE will so conduct and operate the leased premises as
not to interfere in any way with the use and enjoyment of their portions of the
same or neighboring buildings by others by reason of odors, smoke, 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. 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, 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 XXXXXX. LESSOR shall have the right upon reasonable notice to LESSEE
to inspect the demised premises with regard to any materials being used by
LESSEE in its business operation and with respect to any wastes being generated
as a result of use of those materials for the purpose of ascertaining whether
environmentally hazardous conditions exist at the demised premises as result of
use by LESSEE of certain materials in its business operation.
If LESSOR determines in her reasonable judgment that hazardous wastes are
being generated by LESSEE at the subject premises, then, in that event, LESSOR
shall notify LESSEE forthwith of that fact and if it is no longer determined by
the Massachusetts Department of Environmental Protection to be a "very small"
quantity of generator, LESSEE shall be obligated to engage the services of a
recognized and certified environmental firm for the purpose of performing a 21E
and/or other environmental study in order to determine the extent of
contamination which has occurred at the demised premises. It shall be XXXXXX's
responsibility to pay for the services of the environmental firm with regard to
the aforementioned study and LESSEE and XXXXXX shall mutually agree upon the
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identity of the environmental firm, which is going to conduct the 21E and /or
other environmental study. Notwithstanding the foregoing, XXXXXX recognizes that
LESSEE may use and store on site certain controlled and hazardous substances (a
list of these substances incorporated herein by reference entitled Exhibit F) in
the ordinary course of business and such continued use will at all times be
permitted subject to all local, state and federal laws
25. RESPONSIBILITY. Neither LESSOR shall be held liable to anyone for loss
or damage 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, or agreed to by the terms of this lease, due to any
accident, the making of repairs, alterations and/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 XXXXXX's
immediate control
26. SURRENDER. LESSEE shall at the termination of this lease remove all of
the 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 blinds,
floor coverings (including computer floors), plumbing and plumbing fixtures, air
conditioning equipment and ductwork of any type, exhaust fans or heaters,
telephone wiring, telephone equipment, air or gas distribution piping, overhead
cranes, hoists, trolleys or conveyors, counters, or signs attached to walls or
floors, 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
bolted, welded, nailed screwed, glued or otherwise attached to any wall, floor
or ceiling, 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 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 of 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 casualty 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 and 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.
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As of the termination date of this lease, LESSEE, at LESSEE's sole expense,
shall return the lease premises free from any and all hazardous materials,
hazardous wastes and biological, radiological, chemical or other contamination
and shall be solely responsible for remedying any and all damage removing any
and all contamination, and properly disposing of any hazardous materials,
hazardous wastes and contamination. Time is of the essence.
27. 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 LESSOR shall be liable only
for obligations occurring which LESSOR, or hereto and their respective
successors and assigns, except that LESSOR shall be liable only for obligations
occurring which LESSOR, 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 within one year after the cause of action has occurred and only in a
court of the Commonwealth of Massachusetts. (d) If LESSOR is acting under or as
agent for any trust or corporation, but not upon any trustee, officer, director,
shareholder, or any beneficiary of the trust or corporation individually. (e) If
XXXXXX is not the OWNER of the leased premises, XXXXXX represents that said
OWNER has agreed to be bound by the terms of this lease unless LESSEE is in
default hereof. (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 said parties. No other oral or written
representation shall have any effect hereon, and this agreement may not be
altered, extended or amended except by written agreement attached hereto or as
otherwise provided herein. (h) Notwithstanding any other statements 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 possession 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 possession to LESSEE at the
earliest possible date, and a proportionate abatement of rent for such time as
LESSEE may be deprived of possession of said leased premises shall be XXXXXX'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 manner
whatsoever until it has been executed by both parties. (k) LESSEE shall not be
entitled to exercise any option contained herein if LESSEE is in default of any
terms or conditions hereof. (l) The headings in this lease are for convenience
only and shall not be considered part of the terms hereof. (m) No endorsement by
LESSEE on any check shall bind LESSOR in any way.
28. SECURITY AGREEMENT. INTENTIONALLY DELETED
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29. 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.
30. QUIET ENJOYMENT. LESSEE shall reasonably and quietly have, hold and
enjoy the premises for the term hereof without hindrance or molestation from
LESSOR, provided LESSEE is not in arrears of any rent or invoice payment and is
in full compliance with all terms, conditions and obligation provided herein.
31. ADDITIONAL PROVISIONS. a) XXXXXX's access to the roof is limited to
maintenance of HVAC equipment serving the leased premises. XXXXXX further agrees
that no other work shall be carried on or any other equipment installed on the
roof without prior written consent of LESSOR. XXXXXX shall be fully responsible
for, and agrees to indemnify and hold LESSOR harmless from, any property damage
and personal injury associated in any way with the activities of LESSEE and
LESSEE's agents, employees and contractors on the roof and/or the location,
installation or maintenance of LESSEE's equipment on the roof including, but not
limited to damage to watertight integrity of the roof and the roof membrane from
whatever cause.
IN WITNESS WHEREOF, XXXXXX AND XXXXXX have hereunto set their hands and common
seals and intend to be legally bound hereby this 30th day of June, 2000.
XXXXXX: Xxxxxx Xxx Xxxxxxxx, Xxxxxxx XXXXXX: Xxxx Xxxxx, President
QC Optics, Inc.
By: /s/Xxxxxx Xxx Xxxxxxxx By: /s/ Xxxx Xxxxx
----------------------------- --------------------------
President
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