NORTH ANDOVER OFFICE PARK LEASE
DATA PAGE
LANDLORD: 451 ANDOVER STREET REALTY TRUST, C/O WINGATE MANAGEMENT
COMPANY, INC., 75 CENTRAL STREET, BOSTON, MA 02109
TENANT: IPSWICH SAVINGS BANK
Presently of 23 Market Street, Ipswich,
Massachusetts 01938-0392
PREMISES: SUITE 105 SHOWN ON EXHIBIT A AND THE AREA NECESSARY FOR THE
DRIVE THROUGH WINDGATE AS SHOWN ON EXHIBIT B 451 ANDOVER
STREET ~HEREIN "OBI" 0R ON THE BUILDING") NORTH ANDOVER,
MASSACHUSETTS 01845
NET RENTABLE AREA
OF PREMISES: 4,685 + SQUARE FEET
COMMENCEMENT DATE: See Rider 1
EXPIRATION DATE: See Rider 1
BASE RENT: See Rider 2.1 and 2.2 as Per Rider 1
YEAR: See Rider 2.1 and 2.2 as Per Rider 1
ANNUAL BASE RENT: See Rider 2.1 and 2.2 as Per Rider 1
MONTHLY BASE RENT: See Rider 2.1 and 2.2 as Per Rider 1
SECURITY DEPOSIT: $ ZERO
USE: Retail Branch Bank Office and all other office
and office related uses
LIABILITY
INSURANCE: $250,000 PER PERSON; $500,000 PER OCCURRANCE;
$50,000 PROPERTY DAMAGE LIABILITY
CONSTRUCTION/
RENOVATION: YES
SPECIAL PROVISIONS: See Rider 1
TENANT: LANDLORD:
IPSWICH SAVINGS BANK THE TITLED CORPORATION, TRUSTEE
OF 451 ANDOVER STREET REALTY
TRUST
By: /s/ David Grey President By: /s/ Edward Dziadu
- --------------------------- -----------------------------------
David L. Grey, President Edward J. Dziadul, President
Date: 4-25-94 Date: 4/18/94
LEASE
WHEREAS, The Titled Corporation, as Trustee of 451 Andover Street
Realty Trust, under declaration of trust dated July 9, 1991, and recorded at the
Essex South District Registry of Deeds at Book 3284. Page 341, and having a
principal place of business at 451 Andover Street. North Andover, Massachusetts
01845 ("Landlord") is the owner of the land and building thereon located in
North Andover, Essex County, Massachusetts, and shown on Plan No. 9336 recorded
in Essex North Registry of Deeds, which presently contains two office buildings.
namely 451 Andover Street, herein referred to as OBI, and 203 Turnpike Street,
herein referred to as OBI II, and Landlord wishes to lease certain premises
therein to Tenant: and
WHEREAS, Tenant desires to demise these premises from Landlord.
NO, THEREFORE. the parties agree as follows:
ARTICLE I LEA5ED PREMISES
Landlord hereby leases to Tenant, and Tenant hereby demises from
Landlord, the Premises, excepting and reserving therefrom exterior walls and
centerwalls: Landlord's equipment and fixtures, now or hereafter installed: and
space for the installation of pipes, wires, conduits, and ducts to serve the
Premises and/or other parts of the Building and subject to all rights reserved
to Landlord by this Lease or by operation of law. Landlord grants to Tenant the
exclusive use of that portion of the Lot for the purposes of drive-through
banking shown on Exhibit B and in addition Landlord also grants to Tenant as
appurtenant to the Premises the right, in common with others, to use (a) areas
for access to and egress from such drive-through banking as shown on Exhibit B.
(b) the common entrances. lobbies. corridors, stairways, elevators, and
lavatories, and (c) pipes, wires. conduits and appurtenant equipment serving the
Premises in common with other leased premises in the Building. See attached
Exhibit A, floor plan of the Premises.
ARTICLE II - TERM
Tenant shall have and hold the Premises for a Term of Five Years (the
"Term" commencing on the Commencement Date as defined in Rider 1, Section 1.2,
and ending on the Expiration Date or any earlier date upon which the Lease term
may be terminated by force of law or as hereinafter provided).
ARTICLE III - BASE RENT
A. Tenant agrees to pay annual Rent during said term at the rate shown
on Rider 2.1 or in the alternative Rider 2.2 in accordance with Rider Section
1.3. payable without notice or demand and without offset of any kind or nature,
in advance on the first day of each calendar month during the term hereof in
monthly installments in the amount shown on Rider 2.1 or 2.2 as aforesaid, and
proportionately for any fraction of a month at the beginning or end of the term,
except as otherwise expressly provided herein. If the Commencement Date is other
than the first day of a calendar month, an appropriate portion of the Base Rent
for such month shall be paid on the Commencement Date.
ARTICLE IV - USE
The Premises shall be used and occupied by Tenant solely for the
purpose specified as the Use on the Data Page and for such other lawful use
incidental thereto, but for no other purpose. In using or occupying the Premises
for such purpose. Tenant shall not cause business disruption to any other
tenants or occupants of the Building, or do acts that constitute a nuisance
Landlord makes no warranty or representation about the fitness of the Premises
for Tenant's use except as set forth in this Lease.
ARTICLE V - INSTALLATION OF EQUIPMENT AND FLOOR CAPACITY
Tenant shall not place any load upon any floor of the Premises which
exceeds the floor load capacity calculated on a square foot basis as determined
by Landlord (partitions being considered as part of the load). Tenant will not
move into or out of the Building, install any safe. heavy machinery, fixtures
equipment, or bulky materials without Landlord's prior written consent which
shall not be unreasonably withheld except for an A.T.M. machine and such
machinery and equipment as may be necessary for the operation of Tenant's drive
through as shown on Exhibit B. The moving and installation of such machines and
equipment shall be at Tenant's sole expense. shall be in such manner and at such
hours as to prevent business disruption to other occupants of the Building, and
at the sole risk and hazard of the Tenant. Tenant agrees to indemnify and hold
Landlord harmless from and against all liability resulting directly or
indirectly from the installation or operation of such machines and equipment.
ARTICLE VI - LANDLORD'S COVENANTS
Landlord will furnish, maintain, repair, replace and operate the
necessary equipment to provide heat and air conditioning as reasonably required
for comfortable occupancy of the Premises. If Tenant requests heat or air
conditioning services for non-business hours. Landlord will furnish such for the
areas specified in a written request from Tenant delivered to the building
superintendent or other agent of Landlord before 3:00 PM of the week day
preceding the extra usage period.
Landlord will maintain the Building structure. Building systems
including the repair or replacement of any equipment. fixtures or mechanical
installations that serve the premises, and Building common areas. all in good
order and repair, except for reasonable wear and tear and damage by fire and
other casualty and except that Landlord shall have no responsibility to
maintain or repair the foregoing if damaged by Tenant negligence or
misconduct.
Landlord shall furnish water for ordinary cleaning, lavatory, drinking
and medical treatment purposes. If Tenant uses water for any other purposes
Landlord may (a) assess a reasonable charge for the additional water so used by
Tenant or (b) install at Tenant's expense a water meter and thereby measure
Tenant's water consumption for all purposes, and Tenant will pay for water
consumed as shown on said meter. together with any sewer use charge based on
said meter charges, as and when bills are rendered. Landlord shall be under no
obligation to renovate or improve the Premises, unless so indicated on the Data
Page and by attachment of Exhibit C.
Landlord is under no responsibility or liability for inconvenience
annoyance or loss of business arising from the failure or interruption in such
services caused by breakage, vandalism, accident, strikes, repairs, or by
inability (despite the exercise of reasonable diligence) to obtain fuel,
electricity, or other service, or by any other cause or causes beyond the
reasonable control of Landlord, or for tre cut-off of service or utility systems
by Landlord or others made necessary by reason of accident or emergency or to
make needed repairs. Failure or omission on the part of the Landlord to furnish
such service shall not be construed as an actual or constructive, total or
partial eviction of Tenant, nor work -an abatement of rent, nor render Landlord
liable in damages, nor release Tenant from prompt fulfillment of any of the
covenants under this Lease, In an event shall Landlord be liable for any
indirect or consequential damages.
ARTICLE VII - TENANT'S COVENANTS
Tenant covenants with Landlord that during the term and for all such
times as Tenant or any one claiming by, through or under it, shall hold or
occupy the Premises or any part thereof:
A. Rent Payment, Tenant will promptly pay when due all Rent.
payable by Tenant hereunder, to Landlord at the address from time to time
designated for the sending of notice to Landlord.
B. Electricity, Tenant will pay the Landlord as additional rent
the cost of all electrical current furnished to the Premises. Initially. Tenant
shall pay Landlord on account, each month, together with its payment of base
rent, one-sixth (1/6) of such sum as Landlord notifies Tenant is Landlord's
reasonable estimate of the amount that Tenant will owe for electrical current
furnished to the Premises during the next six (6) months, This estimated
additional rent will be applied against the cost of electrical currents
furnished to the Premises for such six (6) month period, As reviewed by Landlord
approximately every six (6) months, if the estimated additional rent is less
than the actual additional rent owed hereunder. Tenant will pay any excess due
Landlord in full within ten (10) days after receipt of a bill therefor: and if
the estimated additional rent collected by Landlord is greater than the actual
additional rent owed hereunder. then at Landlord's option it
will either (i) refund the excess or (ii) credit the excess against payments
then due. or to become due, from Tenant under the Lease. Tenant acknowledges
that the Premises are provided with a separate meter noting electrical use and
that the actual additional rent owed hereunder will be determined based upon the
rates in effect from time to time of the local electrical service company.
Notwithstanding the foregoing, if the local electrical service company so
requires. Tenant shall (i) purchase electrical current directly from such
company. (ii) pay as they become due all bills therefor. and (iii) indemnify and
hold Landlord harmless from any loss. cost or damage resulting from Tenant's
failure to make such payments.
C. Signs. Other than as provided in Rider 1 Tenant will not place
any signs or other objects outside the Premises, either in corridors or on
exterior Building walls, including without limitation window or door signs, and
will maintain no draperies or other window coverings or lighting within the
Premises that will affect the exterior appearance of the Building or tile
appearance of interior space outside the Premises. without Landlords prior
written consent.
D. Restore and Repair. Tenant shall maintain the Premises.
reasonable use and wear and tear and damage by fire or casualty excepted. Tenant
will be responsible for daily cleaning and janitorial of the Premises. Landlord
shall maintain all electrical, mechanical, plumbing, soil line, and other
installations and facilities therein which serve Premises, and all doors of the
Premises, in good order and repair, and replace glass in all windows with the
same quality as that injured, broken or damaged, all at its own expense. All
replacements of lighting tubes, lamps, bulbs, and ballasts required in the
Premises will be furnished and installed at Tenants expense, Tenant will not
make any structural alteration or addition to the Building or Premises without
first obtaining, on each occasion, Landlord's consent in writing. All
alterations or additions must be structurally and architecturally consistent
with existing improvements. Upon the request of Landlord, Tenant will deliver a
written schedule describing all such alterations or additions Landlord approval
is not required for alterations or additions done by Tenant on the interior of
the Premises that are non-structural in nature. Any alterations that would be
visible from outside the building other than signs as set forth in Section 1.6
of Rider 1 will require the Landlords consent which shall not be unreasonably
withheld, and any alterations that involve the buildings mechanical, electrical
or plumbing systems other than an emergency will require notification to the
landlord and are subject to reasonable requirements that the landlord may
impose, such as review of plans and specifications, coordination of timing to
avoid disruption of service to other tenants, and supervision and inspection by
representatives of the building. Upon expiration or earlier termination of the
term. (1) Landlord at its sole option may either retain its property, without
cost to it, any alterations so made, or require Tenant to remove these at its
sole cost and expense and restore the Premises to their original condition. (2)
Tenant will peaceably deliver up the Premises to Landlord broom clean and in the
same repair and condition as the Premises were in at the commencement of the
term, reasonable wear and tear only excepted. (3) Tenant will peaceably deliver
up all alterations and additions made to or upon the Premises in the same repair
and condition as they were when completed, reasonable wear and tear and damage
by fire or casualty only excepted. unless
Landlord in its sole discretion requires Tenant to remove same, and (4) (except
as elsewhere provided herein) Tenant will remove all personal property and
fixtures belonging to Tenant or to anyone claiming through Tenant, including
without limitation all trade fixtures and signs and any lettering painted by
Tenant on any walls or doors with or without Landlord's consent. Tenant shall be
responsible for all damage or injury to the Premises and to the Building caused
by Tenant's installation or removal of alterations, additions, personal
property, and fixtures.
E. Assignment. Tenant shall not assign. transfer, mortgage,
pledge or encumber this Lease, nor sublet any part of the Premises, nor permit
occupancy of all or any part of the Premises by anyone other than Tenant
without, on each occasion, obtaining the prior written consent of Landlord.
which consent shall not be unreasonably withheld. As used herein, the term
"assign" or "assignments includes, without limitation, any transfer of the
Tenant's interest in the Lease by operation of law. Any assignment, transfer,
mortgage, pledge, encumbrance, subletting, or occupancy without Landlord's
consent shall be void and of no effect. Landlord's consent thereto on any
occasion shall not constitute a waiver of the necessity of such consent on any
subsequent occasion. Notwithstanding any such assignment, transfer, mortgage,
pledge, sublet or other occupancy. Tenant shall remain primarily liable upon all
the terms, conditions and covenants hereof and any assignee or sublessee shall
have joint and several liability for the performance of the terms and provisions
of this Lease. In the event that Landlord consents to any assignment, transfer,
mortgage, pledge, or subletting. Tenant shall pay to Landlord as Additional Rent
fifty percent (50%) of the amount by which any and all fees, rents, and other
consideration Tenant receives from the assignee, transferee, mortgagee, pledgee,
or sublessee, exceeds the sum of all rents owed by Tenant to Landlord: and in
addition. Tenant shall pay Landlord promptly after billing for all costs
incurred by Landlord in providing such consents, including reasonable legal
expense.
F. Compliance With Laws and Insurance Regulations. Tenant, at its
sole expense, shall comply with all laws, ordinances, orders and regulations of
Federal. State, County, and Municipal Authorities, and with any direction of any
public officer, pursuant to law, which shall impose any violation, order or duty
upon Landlord or Tenant with respect to the Premises, or its use or occupation,
and shall furnish to Landlord copies of all such directives, orders, permits,
inspections, and the like Tenant shall not do or permit to be done any act or
thing upon the Premises, which will invalidate, or be in conflict with, fire
insurance policies covering the Building and fixtures and property therein, and
shall not do, or permit to be done, any act or thing upon the Premises which
shall or might subject Landlord to any liability or responsibility for injury to
any person or persons or to property by reason of any business or operation
being carried on upon the Premises or for any other reason. Tenant, at its sole
expense, shall comply with all rules, orders, regulations or requirements of the
North Andover Fire department, Board of Fire Underwriters, Fire Insurance Rating
Organization. or other authority having jurisdiction. and except as permitted by
these authorities, shall not permit anything to be done on or about the Premises
or be stored upon the Premises, and then only in such a manner of storage as not
to increase the rate for any fire insurance applicable to the Building. Tenant
shall provide on the
Premises and maintain in good condition all safety and fire protection devices
required by said Fire Department, or other authorities, or insurers If by reason
of failure of Tenant to comply with the provisions of this paragraph, including
without limitation, the use to which Tenant puts the Premises, the fire
insurance rate shall at any time be higher than it otherwise would be, then
Tenant shall pay to or reimburse Landlord, as Additional Rent hereunder, for
that part of all fire insurance premiums paid by Landlord because of such
failure or use by Tenant, and shall make such reimbursement upon the first day
of the month following notice of such outlay by Landlord. Tenant shall not bring
or permit to be brought or kept in or about the Premises any flammable,
combustible or explosive fluid, material, or substance, or cause or permit any
odors of cooking or other processes, or any unusual or other objectionable
odors, to permeate from the Premises, The fact that the Premises are being used
and occupied solely for the use set forth in Article IV hereof shall not relieve
Tenant from the foregoing duties, obligations and expenses.
G. Injury and Damage. All merchandise, fixtures, and personal
property of any kind which may be on or about the Premises shall be at the sole
risk and hazard of Tenant, and if the whole or any part thereof shall be
destroyed or damaged by fire, theft, water, or otherwise, or in any other way or
manner, no part of such loss or damage will be charged or borne by Landlord in
any case whatsoever.
H. Indemnification of Landlord. The Tenant will indemnify and
hold Landlord and any agent harmless from and against any and all claims,
liabilities, or penalties asserted by or on behalf of any person, business, or
public authority, including Landlord, on account or based upon any injury to
person, or loss of or damage to property, occurring in or emanating from the
Premises, or occurring elsewhere in or about the Building and arising out of the
use or occupancy of the Building or Premises by Tenant or by any person claiming
through or under Tenant, resulting from omission, fault, negligence or
misconduct of Tenant except such injury, loss or damage was caused by the
omission, fault, negligence or misconduct of Landlord, its partners. officers,
agents, employees, invitees and independent contractors: and in addition to and
not in limitation of the foregoing, on account of or based upon any work or
thing whatsoever done on the Premises (other than by Landlord or its
contractors) or done by Tenant elsewhere in the Building: and in respect of any
of the foregoing from and against all costs, expenses (including reasonable
attorney's fees), and liabilities incurred in connection with any such claim, or
any action or proceeding brought thereon; and in case any action or proceeding
is brought against Landlord by reason of any such claim. Tenant upon notice from
Landlord shall at Tenant's expense resist or defend such action or proceeding
and employ counsel-reasonably satisfactory to Landlord, it being agreed that
such counsel may act for insurance underwriters of Tenant engaged in such
defense shall be deemed satisfactory.
I. Indemnification of Tenant. The Landlord will indemnify and
hold Tenant and any agent harmless from and against any and all claims,
liabilities, or penalties asserted by or on behalf of any person, business, or
public authority, including Tenant, on account or based upon any injury to
person, or loss of or damage to property, occurring in or emanating from the
Premises, or occurring elsewhere in or about the Building and arising out of the
use or
occupancy of the Building or Premises by Landlord or by any person claiming
through or under Landlord, resulting from omission, fault, negligence or
misconduct of Landlord except such injury, loss or damage was caused by the
omission, fault, negligence or misconduct of Tenant, its partners, officers,
agents, employees, invitees and independent contractors: and in addition to and
not in limitation of the foregoing, on account of or based upon any work or
thing whatsoever done by Landlord on the Premises or elsewhere in the Building:
and in respect of any of the foregoing from and against all costs. expenses
(including reasonable attorney's fees, and liabilities incurred in connection
with any such claim, or any action or proceeding brought thereon: and in case
any action or proceeding is brought against Tenant by reason of any such claim,
Landlord upon notice from Tenant shall at Landlord's expense resist or defend
such action or proceeding and employ counsel reasonably satisfactory to Tenant.
it being agreed that such counsel may act for insurance underwriters of Landlord
engaged in such defense shall be deemed satisfactory,
J. Riqht to Enter. In case of an emergency on the Premises or in
the Building, Landlord or its representatives may enter the Premises at any time
to take such measures as may be needed to cope with the emergency. Landlord or
its representatives have the right without charge to it and without reduction in
rent. at reasonable times, with fifteen (15) days prior written notice to the
Tenant, and in such manner as not unreasonable to interfere with tenants
business, to enter (i) to view or show the Premises for any reason, (ii) to
maintain, install, or relocate any of Landlord's fixtures serving the Premises
or other parts of the Building.
K. Obligation to Insure. Tenant shall carry and keep in force, at
its own expense, with respect to the Premises, a policy or policies of
comprehensive public liability and property damage insurance with any insurance
company or companies qualified to do business in Massachusetts. Such Policies
shall (i) indemnify Tenant against all claims and damages for any injury to or
death of persons or damage to property which may be claimed to have occurred
upon or been caused by activities or conditions within the Premises, and (ii)
indemnify Landlord to the extent any such claims and demands are the
responsibility or obligation of Landlord pursuant to this Lease or as a matter
of law, and (iii) name the Landlord and any agent as an additional insured party
as its interest may appear and shall be in the following minimum amounts (unless
other amounts are specified oil the Data Page): Personal injury including death
$250,000 for each person and $500,000 for each accident: Property damage -
$50,000. Prior to occupancy. certificates of such policy or policies evidencing
such coverage together with proof of payment shall be delivered to Landlord, who
upon request shall be entitled to examine such policies. Such certificates shall
state that said policies may not be cancelled or altered without at least ten
(10) days prior written notice to Landlord and Tenant. The minimum insurance
limits set forth above may be modified from time to time by written notice to
Tenant, Tenant shall ensure that all of its agents, servants, joint venturers,
independent contractors, and business invitees who perform services on, about,
or from the Premises are covered by such notices or, if not. maintain adequate
insurance in amounts at least equal to the above: and, at Landlord's request,
Tenant will furnish evidence of such coverage. If Tenant fails to maintain
proper insurance coverage, Landlord at its option may procure such insurance and
Tenant shall
pay Landlord for all costs of same as Additional Rent hereunder promptly upon
billing.
L. Liens. Tenant shall not permit to be created or suffer to
exist any lien or encumbrance upon any part of the Premises, Tenant's interest
in the Premises, the Building, or Lot which may be attributable to any act,
agreement or omission of Tenant and shall. whenever such lien is filed
purporting to be for labor or material furnished to the Tenant or other cause,
discharge the same of record within thirty (30) days after the date of filing.
M. Waste. Tenant shall not injure. overload, damage or deface the
Premises, nor suffer or permit this to be done, nor commit waste, nor permit any
hole to be drilled or made in the stone or brickwork of the Building. nor
obstruct in any manner any portion of the Building not hereby demised or the
sidewalks or approaches to the Building or Lot.
N. Parkinq. Landlord reserves the right to designate certain
parking areas on or about the Building or Lot as permitted or prohibited to
Tenant and/or Tenant's employees, agents, servants, licensees, invitees,
and-other visitors: to require any of these persons to place upon their motor
vehicles markers indicating their status, which markers will be supplied by
Landlord: and to tow or store at the expense of Tenant or of the owner, the
motor vehicle of any of Tenant's employees, agents, servants, licensees,
invitees, and visitors who fail to obey any designations, requirements, rules.
or regulations made by Landlord with respect to parking. Notwithstanding the
foregoing, Tenant shall have exclusive right to use the four parking spaces in
front of the Premises for its customers and the first four parking spaces along
the' row opposite the western side of the Premises as shown on Exhibit D. The
Tenant may place signs so designating this exclusive use for its customers.
0. Rules and Regulations. The Building Rules and Regulations
effective as of the Commencement Date are attached hereto as Exhibit E: but
Landlord shall have the right to change said rules, Any such rules and
regulations as Landlord may make for general application shall be faithfully
observed and performed by Tenant and by the agents, employees, servants,
licensees, invitees, and visitors of Tenant, and all such rules and regulations
(as they may be amended from time to time). Landlord shall not be responsible to
Tenant or to Tenant's agents, employees, servants, licensees, invitees, or
visitors for failure to enforce any of the rules and regulations or for the
nonobservance or violation of any of said rules and regulations by any other
tenant or person, or for the nonobservance or violation of or failure to enforce
or to perform the provisions of any other lease. Landlord agrees that such rules
and regulations shall be uniformly applicable to and enforced against other
Tenants and that they shall not amend, alter. or modify the terms and conditions
set forth in this Lease.
ARTICLE VIII - SUBORDINATION AND NON-DISTURBANCE
This Lease is and shall be subject and subordinate to any mortgages
which may now or hereafter affect Landlord's interest in the Lot or Building or
both. to any advance made thereunder, and to all renewals. modifications.
consolidations replacements, and extensions of such mortgages. The subordination
set forth herein shall be automatic and self-operative, and no further
instrument of subordination shall be required. but in confirmation of such
subordination. Tenant shall, on demand, execute promptly any certificate that
Landlord requests. Tenant hereby irrevocably constitutes and appoints Landlord
the attorney-in-fact of Tenant to execute, acknowledge, and deliver any such
certificate or certificates for and on behalf of Tenant. Tenant shall attorn to
any mortgagee or other person that, through foreclosure or otherwise becomes
owner of the Building and. provided Tenant is not in default hereunder such new
owner will recognize this Lease. No mortgagee or other person will be bound by
payment of rent or other charges made by Tenant more than one month in advance
of its due date, nor bear any liability for acts or omissions of Landlord under
this Lease. Prior to the effective date of any subordination set forth in this
Clause. Landlord agrees to obtain from any mortgagee a "Non-Disturbance and
Consent to Lease" in the form shown as Exhibit F attached hereto.
ARTICLE IX - TENANT ESTOPPEL
From time to time on request. Tenant will deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force
and effect (or that the same is in full force and effect as modified and stating
the modifications): the dates to which rent and other charges have been paid:
whether Tenant has exercised any options to extend the term of this Lease: and
whether Landlord is in default. and if so. specifying each such default. Tenant
shall complete. execute. and return Tenant Estoppel to Landlord within ten (10)
days of its receipt by Tenant
ARTICLE X - TRADE FIXTURES AND EQUIPMENT
Any trade fixtures or equipment installed in or attached to the
Premises and all other property of Tenant which was personal property prior to
its installation. regardless of how attached or affixed to the Premises
including any A.T.M. or other machine or equipment, shall remain the property of
Tenant and Tenant shall. except if Tenant is in default or otherwise provided
herein. have the right to remove its trade fixtures. equipment and property
which it may have installed in or attached to the Premises. during the term. or
within a reasonable time after any accelerated termination thereof or within a
reasonable time after any permitted holding over: but Tenant shall promptly
repair in a workmanlike manner any damage resulting from such removal, shall
plug or close in an approved manner, any connection to sources of gas, air.
water. electricity. heat or cooling. and shall do whatever is necessary so as to
leave the Premises undefaced.
ARTICLE XI - EMINENT DOMAIN
A. If the Premises or any part thereof. or the whole or any major part
affecting premises of the building or Lot is taken for any street or other
public use, by action of the Town or other authorities, or if Landlord or
Tenant is entitled to compensation by reason of anything lawfully done in
pursuance of any public authority, then at Landlord's election this Lease and
the term shall terminate, even if Landlord's entire interest is divested by such
taking. If as a result of a taking or damage or destruction of the Premises, the
same or any part thereof is rendered unfit for use and occupation, the rent
shall be abated proportionately according to the nature and extent of the injury
to the Premises until the Premises or, in case of such taking. what may remain
thereof, shall have been put in proper condition Notwithstanding the above,
should twenty percent (20%) of the Net Rentable Area of the Premises (unless
Landlord furnished equivalent space) be so rendered untenantable. Tenant shall
also have the option to terminate the Lease. Any election to terminate by either
party shall be made not later than thirty (30) days after it receives notice of
such taking or action or of the occurrence of such damage.
B. Landlord reserves and excepts from this Lease all rights to
damages resulting from the taking for public use of the Premises, Building, Lot,
or any part thereof, or right to appurtenant thereto, or privilege or easement
in, through, or over the same, and by way of such confirmation of the foregoing.
Tenant hereby grants all rights to such damages previously accrued or accruing
during the term to Landlord. and the right to prosecute any and all claims
therefore. to have and to hold for Landlord forever.
ARTICLE XII - FIRE AND OTHER DAMAGE
A. Partial Destruction. If the Premises shall be partially
damaged by fire or other cause without the fault or neglect of Tenant or of
Tenant's servants, employees, agents, visitors or licensees. the Lease shall
remain in effect and the damages (not including damages to Tenant's additions.
improvements. alterations. fixtures, equipment. or personal property) shall be
repaired by and at the expense of Landlord and the rent shall be apportioned
according to the part of the Premises which is usable by Tenant until such
repairs are made. But if such partial damage is due to the fault or neglect of
Tenant or of Tenant's servants, employees, agents, visitors or licensees, the
damage shall be repaired by Landlord at Tenant's sole cost and expense and there
shall be no apportionment or abatement of rent. Such repairs shall be commenced
within ninety (90) days of the damage and completed within one hundred eighty
(180) days thereafter or the Tenant may at its option terminate this Lease.
B. Total Destruction. If the Premises or a substantial portion of
the public areas of the Building are totally damaged or rendered wholly
untenantable by fire or other cause, or ordered to be demolished by the action
of any public authority, Landlord or Tenant. may within sixty (60) days after
such fire or other cause, give notice in writing of termination of the Lease and
thereupon the term shall expire upon the date stated in the notice, which shall
be no earlier than the thirtieth (30th) day after such notice is given. Landlord
has the right to re-construct the Premises without Tenant terminating lease, if
such repairs commence within ninety (90) days of damage and are completed within
one hundred eighty (180) days thereafter. If the Lease is not so terminated.
Landlord shall restore the same to a condition substantially
suitable for their intended use within six (6) months after the fire or other
casualty, if not, then Tenant may terminate this Lease by written notice to
Landlord. Under no circumstances shall Landlord be liable to Tenant for loss or
damage caused by Landlord's failure or refusal to restore the Premises or other
damaged areas. If Tenant shall not be in default under this Lease, then all
rents shall be adjusted and apportioned as of the date of the fire or casualty:
provided, however, that if the Premises or Building were damaged as a result of
any fault of or attributable to Tenant, Tenant's rental obligations shall not be
apportioned but shall continue to the Expiration Date.
C. Waiver of Subrogation. Landlord and Tenant will each use its
best effort to cause all policies of fire, extended coverage, and other physical
damage insurance covering the Premises, the Building, and any property therein
to contain the insurer's waiver of subrogation and consent to pre-loss waiver of
rights over by the insured. Effective only when permitted by the policy or when
use of its good faith efforts could have obtained such a clause at no additional
cost or premium, Landlord and Tenant respectively waive all claims and rights to
recover against the other in event of insured loss or damage to the extent of
insurance proceeds collected by the damaged party.
ARTICLE XIII - TENANT'S DEFAULT
If (a) Tenant fails to pay any and all rents or other sums payable by
Tenant to Landlord hereunder within ten (10) days after written notice: or (b)
if Tenant fails to perform or observe any other covenant or undertaking herein
on its part to be performed and observed for a period of thirty (30) days after
notice from Landlord of breach of such covenant: or (c) if the estate hereby
created is taken by execution or by other process of law and not redeemed by
Tenant within ninety (90) days thereafter: or (d) if proceedings for corporate
reorganization or arrangement under the Bankruptcy Laws of the United States. or
any laws supplementary or amending such reorganization or arrangement: or (e) if
any assignment is made of Tenant's property for the benefit of creditors: or (f)
if any proceedings are instituted by or against Tenant under any bankruptcy or
insolvency law, or if a receiver for Tenant or other similar officer is
appointed, and if any of said proceedings or the said appointment of any
receiver or similar officer is not contested and dismissed within ninety (90)
days after the institution or appointment thereof: then Landlord may,
immediately or at any time thereafter (notwithstanding any license or waiver of
any former breach or waiver and the benefit hereof, or consent in a former
instance) and without demand or notice or need to comply with any statutes
relating to summary process. in person or by agent or attorney, enter the
Premises (forcibly, if necessary) or any part thereof and repossess the same as
of its former estate, or terminate this Lease by written notice to Tenant, and
in either case expel Tenant and those claiming through or under it and remove
their effects without being deemed guilty of any manner of trespass and without
prejudice to any remedy which otherwise might be used for arrears of rent or
breach of covenant. and upon entry or notice as aforesaid this Lease shall
terminate. Tenant hereby waives all statutory rights (including without
limitation right of redemption) to the extent such rights may be lawfully waived
with respect to such actions by Landlord, Notwithstanding anything else
contained herein. Tenant shall not be deemed to be in non-monetary default
unless such default remains uncured for more than thirty (30) days following
written notice from Landlord specifying the nature of such default, or such
longer period as may be reasonably required to correct such default Tenant's
liability for maintenance and repair shall always be limited to the cost of
accomplishing such maintenance or repair.
ARTICLE XIV - LANDLORD'S DEFAULT
Notwithstanding anything else contained herein, Landlord shall not be
deemed to be in default unless such default remains uncured for more than thirty
(30) days following written notice from Tenant specifying the nature of such
default, or such longer period as may be reasonably required to correct such
default Landlord's liability for maintenance and repair shall always be limited
to the cost of accomplishing such maintenance or repair, In no event shall
Landlord be liable for any consequential or indirect damages.
ARTICLE XV - LANDLORD'S REMEDIES
If this Lease is terminated as provided in Article XIV or otherwise for
Tenant's breach or default, Tenant shall forthwith pay to Landlord all sums
which were due prior to the date of such termination and Tenant shall pay on the
days originally fixed herein for the payment thereof amounts equal to the
several installments of Base Rent, all Additional Rent, estimated Additional
Rent, and any and all other charges as they would have become due if this Lease
had not been terminated,
As an alternative. at the election of Landlord, Tenant will, at the
time of such termination, pay to Landlord, as liquidated damages, the amount of
the excess, if any, of the present value at the time of termination of the total
rent and other benefits which would have accrued to Landlord for the remainder
of the term over and above the fair market rental value of the Premises for said
remainder of the term For the purpose of this paragraph, the total rent shall be
computed by assuming that Tenant's share of real estate taxes, operating
expense, and other charges would be the amount thereof, (if any) for the
immediately preceding year of the term.
As an additional and cumulative remedy, Tenant agrees (i) to indemnify
and hold Landlord harmless from and against all expenses, together with interest
from the date such expense is incurred at the rate set forth in Article XVI
below, which Landlord may incur in collecting such amount or in obtaining
possession of, or in re-letting the Premises, or in defending any action arising
as a result of or in connection with a default, including without limitation.
legal expenses, attorney's fees, brokerage fees, and the cost of putting the
Premises in good order or preparing the same for rental: (ii) that Landlord may
re-let the Premises or any part or parts thereof, either in the name of Landlord
or otherwise, for a term or terms which, at Landlord's option, may be less than
or exceed the period which would otherwise have constituted the balance of the
term and may grant concessions or free rent for a reasonable time. The failure
of Landlord to re-let the Premises or any part thereof shall not release Tenant
or affect Tenant's liability for damage Any suit brought to collect the amount
of deficiency for any month shall not prejudice the right
of Landlord to collect the deficiency for any subsequent month by a similar
proceeding, Landlord may make such alterations, repairs, replacements and
decorations on the Premises which in Landlord's sole judgement are advisable or
necessary for the purpose of re-letting the Premises, and the making of such
alterations or decorations shall not release Tenant from any liability. In the
event the Premises are relet by Landlord. Tenant shall be entitled to a credit
in the net amount of rent received by Landlord, after deduction of all expenses
incurred in connection with Tenant's default, re-letting the Premises and
collecting the rent.
Tenant further agrees that if it fails to remove any of its property
from the Premises within five (5) days of termination. Landlord is authorized,
in its sole option, and in Tenant's name and on its behalf, either (i) to cause
such property to be removed and placed in storage for the account and at the
expense of Tenant: or (ii) to sell such property at public or private sale with
or without notice. and to apply the proceeds, after the payment of all expenses
of removal, storage and sale, to the indebtedness of Tenant to Landlord, the
surplus, if any, to be paid to Tenant.
ARTICLE XVI - INTEREST
All payments due hereunder by Tenant shall bear a late charge of three
(3%) percent of the total-amount due if not paid within ten (10) days after
written notice.
ARTICLE XVII - BROKER
Tenant and Landlord represent that they have not contacted or
negotiated with any broker in connection with this Lease, except for Wingate
Management Company and except for Charles M. Thompson and CEK Properties, Inc.,
and will indemnify and hold each other harmless if such warranty proves false,
Landlord accepts the responsibility for the payment of-Broker's fees, if any are
due to Wingate Mangement Company, Charles M. Thompson or CEK Properties, Inc,
and will hold the Tenant harmless against any claims actions or damages for such
Broker's fees.
ARTICLE XVIII - QUIET ENJOYMENT
Upon Tenant observing and performing all of the terms, covenants and
conditions in this Lease, Tenant shall peaceably and quietly have and hold the
Premises. without hindrance or molestation by any person or persons lawfully
claiming by, through, or under Landlord subject to the terms of this Lease,
ARTICLE XIX - NOTICES
All notices or other communications shall be given by registered mail,
return receipt requested. and shall be duly served upon mailing, All notices for
Landlord shall be addressed to Landlord. 451 Andover Street, Suite 210, North
Andover, Massachusetts 01845, or to such other place or person that may
be designated by written notice to Tenant, with a copy so mailed, or delivered
in hand. to the site office of the Building Manager: and to the Tenant prior to
its occupancy of the Premises, at its address as set forth on the Data Page,
and, following occupancy, at the Premises or to such other place as may be
designated by written notice to Landlord.
ARTICLE XX - ENTIRE AGREEMENT
This Lease, including the Data Page and any Exhibit attached hereto.
sets forth the entire agreement between the parties hereto, supersedes all prior
dealings, and cannot be modified or amended except in writing duly executed by
the respective parties.
ARTICLE XXI - PARTIAL INVALIDITY
The invalidity of one or more phrases, sentences, clauses or Articles
contained in this Lease shall not affect the remaining portions of this Lease or
any part thereof, and in the event that any one or more of such phrases,
sentences, clauses or Articles should be declared invalid by the final order,
decree or judgement of a court of competent jurisdiction, this Lease shall be
construed as if such invalid phrases, sentences, clauses or Articles had not
been inserted in this Lease.
ARTICLE XXII - HOLDOVER
If Tenant remains in the Premises beyond the expiration of this Lease,
such holding over shall not be deemed to create any tenancy, but Tenant shall be
a Tenant at sufferance only, at one hundred fifteen percent 115%) of the last
rent paid by the Tenant and other charges under this Lease, However, all
conditions of this Lease to be performed by Tenant shall continue in force. At
the option of Landlord expressed in written notice to Tenant, but not otherwise,
such holding over shall constitute a renewal of the Lease for a period of one
year.
ARTICLE XXIII - NON-WAIVER PROVISION
No assent. express or implied, by Landlord to any breach of any
agreement or condition herein contained on the part of Tenant to be performed or
observed, and no waiver, express or implied, of any such agreement or condition
shall be deemed to be a waiver of or assent to any succeeding breach of the same
or any other agreement or condition, the acceptance by Landlord of rent or other
payment hereunder or silence by Landlord as to any breach shall not be construed
a waiving any of Landlord's rights hereunder unless such waiver shall be in
writing. No payment by Tenant or acceptance by Landlord of a check of a lesser
amount than shall be due Landlord from Tenant shall be deemed to be anything but
payment on account, and the acceptance by Landlord of a check for a lesser
amount with an endorsement or statement thereon or upon a letter accompanying
said check that said lesser amount is payment in full shall not be
deemed in accord and satisfaction. and Landlord may accept said check without
prejudice to recover the balance due or pursue any other remedy
ARTICLE XXIV - PERSONS AND PROPERTY BOUND
The word "Landlord" shall mean and bind Landlord and its legal
representatives, successors and assigns. and the word "Tenant" shall mean and
bind Tenant and its heirs, legal representatives, successors and permitted
assigns, or those in any manner claiming through or under said Tenant, in each
case where the context so admits Tenant hereby agrees for itself and such
succeeding holder of its interest, or any portion thereof, (i) that Landlord and
its successors in interest shall not be liable for acts and occurrence arising
from and after the transfer of their interest as Landlord hereunder, (ii) that
any judgement, decree or award obtained against Landlord or any successor which
is in any manner related to this Lease, and the Premises, or Tenant's use or
occupancy of the Premises or Building, whether at law or in equity, shall be
satisfied out of Landlord's equity in the Building and the Lot to the extent
then owned by Landlord or such successor, and (iii) that Tenant and its
successors shall look only to such assets and to no other assets of Landlord or
its successor for satisfaction
ARTICLE XXV - AMERICANS WITH DISABILITIES ACT COMPLIANCE
Landlord acknowledges its responsibility to make the Lot and Buildings
comply with the requirements of the Americans with Disabilities Act 42 USC
#12101 and the regulations and Accessibility Guidelines for Building and
Facilities issued pursuant thereto ("ADA Requirements"). Tenant shall be
responsible for their Premises meeting ADA Requirements.
ARTICLE XXVI - COUNTERPARTS AND HEADNOTES
This Lease is executed in two or more identical counterparts. each of
which is an original that may be introduced in evidence or used for any purpose
The headnotes throughout this Lease are for convenience or reference only, and
shall in no way be deemed to limit, modify, or add to the interpretation,
construction or meaning of any provision of this Lease.
ARTICLE XXVII - RECORDING OF LEASE
This Lease shall not be recorded, but a notice of Lease may be recorded
at the request of Landlord or Tenant in the form attached hereto as Exhibit G.
ARTICLE XXVIII - LAW
This Lease shall be governed by, and interpreted in accordance with,
the laws of the Commonwealth of Massachusetts. Executed under seal on the 18th
day of April, 1994.
LANDLORD: THE TITLED CORPORATION, TRUSTEE OF
451 ANDOVER STREET REALTY TRUST
By: /s/ Edward J. Dziadul
-------------------------------------------
Edward J. Dziadul, President
DATE: 4/18/94
TENANT: IPSWICH SAVINGS BANK
By: /s/ David L. Grey
-------------------------------------------
David L. Grey
TITLE: President
DATE: 4/25/94
-------------------------------------------
RIDER 1
TO LEASE BETWEEN
451 ANDOVER STREET REALTY TRUST
AND IPSWICH SAYINGS BANK
1.1 REGULATORY APPROVAL: This Lease is subject to the TENANT attaining all
necessary governmental regulatory approvals to operate a retail bank branch
office at the Premises. Upon execution of this Lease, the TENANT, at its own
expense, shall diligently commence efforts to obtain said approvals. The TENANT
shall obtain said approvals within one hundred and fifty (150) days from the
execution of this Lease. The TENANT, at its option, may extend this time period
for an additional ninety (90) days. If TENANT has not obtained said approvals
within said one hundred and fifty (150) days or two hundred and forty (240) days
if the TENANT exercises its option to extend LANDLORD or TENANT may terminate
this Lease. Regardless of anything else contained herein, the TENANT may
terminate this Lease at anytime prior to the commencement date if it receives a
negative determination from any governmental regulatory body.
1.2 COMMENCEMENT DATE: This Lease shall commence sixty (60) days after all
necessary governmental regulatory approvals to operate a retail bank branch
office at the Premises have been granted to TENANT and all appeals from such
approvals have been successfully concluded.
1.3 "DRIVE THROUGH WINDOW" APPROVALS: Upon execution of this Lease the
LANDLORD shall diligently commence and pursue efforts including but not limited
to retaining counsel, architect and planners, preparing plans. applying to the
appropriate Boards or Commissions and completing expeditiously the processing
through said Boards or Commissions to obtain all necessary governmental
approvals allowing the construction of a two bay "drive through window
reasonably satisfactory to the TENANT If the LANDLORD does not obtain approvals
for the said "drive through window" or does not obtain the approvals until after
the Lease has commenced then the Rent shall be reduced as per Rider 2.2. If the
LANDLORD does obtain said approvals after the Commencement Date. the said Rent
reduction shall be prorated to the date that said approvals have been attained.
1.4 LEASEHOLD IMPROVEMENTS: The TENANT shall undertake and pay for all
leasehold improvements to the Premises including but not limited to the above
mentioned "drive through window" It being understood that the TENANT shall
perform leasehold improvements to the Premises, not including the "drive though
window" of approximately $30,000.00 or more. Tenant shall certify the
improvements it has performed and the costs incurred as a result of those
improvements within sixty (60) days after improvements have been completed
Tenant improvement work will be performed by the Tenant in good, workmanlike and
lien-free manner. in compliance with all applicable laws and regulations and in
a manner that minimizes to the extent possible interference with other occupants
of the building.
The LANDLORD agrees that TENANT may offset against the monthly RENT up
to the amount of $30,000. the cost of the Leasehold Improvements,
Before the TENANT commences any leasehold improvements the LANDLORD
shall approve the leasehold improvements. said approval shall not be
unreasonably withheld.
1.5 RIGHT TO EXTEND: Provided the TENANT is not in default of any of the
terms and conditions of this LEASE and provided that the TENANT gives the
LANDLORD six (6) months prior written notice, the LESSEE shall have the right to
extend this lease for three (3) five (5) year terms The RENT for the extension
terms shall be as detailed in Rider 2.1 or 2.2 as appropriate under Rider 1.3.
1.6 SIGNS: TENANT shall be allowed to install and shall pay for signage on
the sides of the building where the Premises are located as well as a sign over
the door that leads to the existing walk-in teller and signs on both sides of
the drive up window all as shown on Exhibit B. The size. shape. materials and
color of the signs shall be in conformity with the building design and shall
require the written approval of the LANDLORD. which shall not be unreasonably
withheld The TENANT shall be allowed to install and shall pay for a free
standing sign to be placed on either Andover Street or Turnpike Street If the
freestanding sign is located on Turnpike Street it shall be located no further
north than the PREMISES. In addition. TENANT may erect an additional sign on the
Route 133 side of the Property and LANDLORD recognizes and agrees that TENANT
may obtain permission from the adjacent property owner to erect such a sign. The
size. shape. materials and color of-the signs shall require the written approval
of the LANDLORD which shall not be unreasonably withheld All signs will be
subject to governmental approval. and that the tenant will maintain the signs at
its cost and comply with all applicable laws in the installation, use and
maintenance of the signs All such signs shall remain the property of the Bank.
RIDER 2.1
TO LEASE BETWEEN
451 ANDOVER STREET REALTY TRUST
AND IPSWICH SAVINGS BANK
RENT WITH DRIVE-UP
BASE TERM
YEAR YEARLY RENT MONTHLY RENT
1 $ 65,568.00 $ 5,463.98
2 $ 67,535.00 $ 5,627.90
3 $ 69,561.00 $ 5,796.74
4 $ 71,648.00 $ 5,970.64
5 $ 73,797.00 $ 6,149.76
FIRST OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 76,011.00 $ 6,334.25
2 $ 78,291.00 $ 6,524.28
3 $ 80,640.00 $ 6,720.01
4 $ 83,059.00 $ 6,921.61
5 $ 85,551.00 $ 7,129.25
SECOND OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 88,118.00 $ 7,343.13
2 $ 90,761.00 $ 7,563.43
3 $ 93,484.00 $ 7,790.33
4 $ 96,288.00 $ 8,024.04
5 $ 99,177.00 $ 8,264.76
RIDER 2.1
TO LEASE BETWEEN
451 ANDOVER STREET
REALTY TRUST
AND IPSWICH SAVINGS BANK
Page Two
THIRD OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 102,152.00 $ 8,512.70
2 $ 105,217.00 $ 8,768.08
3 $ 108,374.00 $ 9,031.13
4 $ 111,625.00 $ 9,302.06
5 $ 114,973.00 $ 9,581.12
RIDER 2.2
TO LEASE BETWEEN
451 ANDOVER STREET
REALTY TRUST
AND IPSWICH SAVINGS BANK
RENT WITHOUT DRIVE-UP
BASE TERM
YEAR YEARLY RENT MONTHLY RENT
1 $ 50,000.00 $ 4,166.67
2 $ 51,500.00 $ 4,291.67
3 $ 53,045.00 $ 4,420.42
4 $ 54,636.00 $ 4,553.03
5 $ 56,275.00 $ 4,689.62
FIRST OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 57,964.00 $ 4,830.31
2 $ 59,703.00 $ 4,975.22
3 $ 61,494.00 $ 5,124.48
4 $ 63,339.00 $ 5,278.21
5 $ 65,239.00 $ 5,436.56
SECOND OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 67,196.00 $ 5,599.66
2 $ 69,212.00 $ 5,767.65
3 $ 71,288.00 $ 5,940.68
4 $ 73,427.00 $ 6,118.90
5 $ 75,630.00 $ 6,302.46
RIDER 2.2
TO LEASE BETWEEN
451 ANDOVER STREET REALTY TRUST
AND IPSWICH SAVINGS BANK
Page Two
THIRD OPTION
YEAR YEARLY RENT MONTHLY RENT
1 $ 77,898.00 $ 6,491.54
2 $ 80,235.00 $ 6,686.28
3 $ 82,642.00 $ 6,886.87
4 $ 85,122.00 $ 7,093.48
5 $ 87,675.00 $ 7,306.28
NORTH ANDOVER LEASE EXHIBITS
EXHIBIT A: Building Plan of Suite
EXHIBIT B: Plan of drive-through, access and egress
EXHIBIT C: Landlord' s Renovations
EXHIBIT D: Plan of parking spaces for exclusive use of Bank
EXHIBIT E: Building Rules and Regulations
EXHIBIT F: Non-Disturbance and Consent to Lease
EXHIBIT G: Notice of Lease
EXHIBIT B
Plan of drive-through, access
and egress
EXHIBIT C
Landlord's Renovations
{Not Applicable - Tenant undertaking improvements as per
Rider 1, Section 1.4l
EXHIBIT D
Plan of parking spaces for exclusive use of Bank
EXHIBIT E
BUILDING RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE VII (0)
Effective February 17, 1984
1. The sidewalks, entrances, driveways, passages, courts,
elevators, vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any Tenant or used for any purpose other than for ingress to and
egress from the demised premises and for delivery of merchandise and equipment
in a prompt and efficient manner using elevators and passageways designated for
such delivery by Landlord. There shall not be used in any space, or in the
public hall of the building, either by any Tenant or by jobbers or others in the
delivery or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and sideguards.
2. The water and wash closets and plumbing fixtures shall not be
used for any purposes other than those for which they were designed or
constructed and no sweepings, rubbish, rags, acids or other substances shall be
deposited therein, and the expense of any breakage, stoppage, or damage
resulting from the violation of this rule shall be borne by the Tenant who, or
whose clerks, agents, employees or visitors, shall have caused it.
3. No carpet, rug or other article shall be hung or shaken out of
any window of the Building; and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into any
of the corridors or halls, elevators, or out of the doors or windows or
stairways of the Building and Tenant shall not use, keep or permit to be used or
kept any foul or noxious gas or substance in the demised premises or permit or
suffer the demised to be occupied or used in a manner offensive or objectionable
to Landlord or other occupants of the Building by reason of noise, odor and/or
variations, or interfere in any way with other Tenants or those having business
therein, nor shall any animals or birds be kept in or about the Building. No
bicycles or vehicles of any kind shall be brought or kept in or about the
Premises.
4. No awnings or other projections shall be attached to the
outside walls of the Building without the prior written consent of Landlord.
5. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside of the demised premises or the Building or on the inside of the demised
premises if the same is visible from the outside of the premises without the
prior written consent of landlord. In the event of the violation of the
foregoing by any tenant, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to Tenant or Tenants violating this
rule. Interior signs on doors and directory tablet shall be inscribed, painted
or affixed for
each Tenant by Landlord at the expense of such Tenant,- and shall be of a size,
color and style acceptable to Landlord.
6. No Tenant shall mark, paint, drill into, or in any way deface
any part of the demised premises of the building of which they form a part,
boring, cutting or stringing wires shall be permitted, except with the prior
written Landlord, and as Landlord may direct. No Tenant shall lay linoleum, or
other similar floor covering, 50 that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering desired to bc used an inter-lining of the builder's deadening felt
shall be first affixed to tile floor, by a paste or other material, soluble in
water, the use of cement or other similar adhesive material being expressly
prohibited.
8. Freight, furniture, business equipment, merchandise and bulky
matter of any description shall be delivered to and removed from the premises
only on the elevators, through the entrances and corridors, during hours, and in
the manner approved by Landlord. Landlord reserves the right to inspect all
freight to be brought into the Building and to exclude from the Building al1
freight Which violates any of these Rules and Regulations or the Lease of which
these rules and Regulations are a part.
9. Tenant shall not allow peddlers, solicitors or beggars in the
Building and shall report such persons to the Building office.
10. Landlord shall have the right to prohibit any advertising by
any Tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.
ll. Tenant shall not bring or permit to be brought or kept in or
on the demised premises, any flammable, combustible or explosive fluid material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.
12. Tenant shall not place objects against glass partitions, doors
or window which would be unsightly from the Building corridor or from the
exterior of the Building.
13. Tenant shall not waste any services-furnished by Landlord and
shall cooperate fully with Landlord to assure the most effective operation of
the Building, heating and air-conditioning systems.
14. Tenant shall cooperate with Landlord in minimizing loss and
risk thereof from fire and associated perils.
15. Tenant shall not use any part of the premises for manufacture
or for the sale of merchandise of any kind at auction or for storage thereof
preliminary to such sale.
16. Holidays, for purposes of the building operations, shall be
those days upon which, in the State, the following holidays are
New Year's Day Labor Day
Memorial Day Thanksgiving Day
Independence Day Christmas Day
and any additional holidays that are observed which may, at any time be provided
by City, County, State or Federal Governments.
On the following holidays, the Buildings will be opened but no building services
will be provided:
Washington's Birthday Veteran's Day
Patriot's Day Martin Luther King Day
Columbus Day
17. Tenants will have their employees park in tho rear parking
lots. They will request their employees not to park in any of the adjacent
parking spaces in the front of the buildings, along the side or adjacent to the
buildings in back. These spaces are for clients and patients.
18. The area around the fenced-in cooling tower behind the office
buildings is a restricted area and parking is not allowed.
19. Building Emergency List
In the event of a Building emergency it is helpful that the building
management office and Building security have an up-to-date list of handicapped
persons and their work location within the Building. It is requested that you
keep the Building office up-to-date on any additions/deletions to this list.
lease include those persons who might be considered temporarily handicapped due
to any injury requiring crutches, etc. that would reduce their mobility.
20. "Right to Know Law." (See attached letter)
21. The following rules must be complied with when moving into or
out of the office buildings:
a. An insurance certificate from the mover is to be
submitted to Evergreen Realty Management,
Incorporated at the Building office prior to the
move.
b. The Building office must be advised in advance so
that pads may be put in the elevator to protect the
walls.
c. When any heavy furniture or equipment is moved it is
requested that masonite be placed on the floor so
that the rug will not be pulled up.
22. Landlord reserves the right at any time to rescind, alter, or
waive any Rule or Regulation at any time prescribed for the Building and to
impose additional Rules and Regulations when, in its judgement, it deems it
necessary, desirable or proper for its best interest and for the best interests
of the Tenants, and no alteration or waiver of any Rule or Regulation in favor
of one Tenant shall operate as an alteration or waiver in favor of any other
Tenant. Landlord shall not be responsible to any Tenant for the non-observance
or violation by any other Tenant, however resulting, of any of the Rules or
Regulations at any time prescribed for the Building.
January 11, 1993
TO: ALL TENANTS
NORTH ANDOVER OFFICE PARK
RE: "RIGHT TO KNOW" LAW
August 1, 1984 was the effective date of the Massachusetts "Right to Know" Law.
The law is so named because it deals with Employee's right to know about
potentially hazardous chemicals in the workplace.
The law applies to any business that manufactures, processes, uses or stores
toxic or hazardous substances. Initially the "Massachusetts" Substance List"
contains over 2,500 potentially hazardous or toxic substances.
Primary responsibility is placed on manufacturers of hazardous on toxic
substances to prepare a "Material Safety Data Sheet" or "MSDS"~ for their
products. The MSDS includes information on the hazards of the substance such as
potential for fire or explosion, health effects from exposure to the substance,
information on proper handling and 6, safety precautions in dealing with the
substance, and emergency accident procedures.
As an employer, you are required to make available at the workplace the MSDS for
each hazardous toxic substances present in the workplace. Employers who purchase
hazardous substances and do not receive a date sheet must use "diligent efforts"
to obtain the MSDS from the manufacturer or intermediate seller from whom they
purchased the substance Employer must keep the information on file for thirty
(30) years.
Since there is a potential that Evergreen Realty Management employees could come
in contact with substances within your occupied spaces' either under normal
operating conditions or unforeseeable emergencies, it is requested that you
provide a copy of any MSDS in your file to Evergreen Realty Management It is
our expectation that you will comply with the law and cooperate with us so that
we can meet our obligations as an employer.
Sincerely,
NORTH ANDOVER OFFICE PARK
Patricia A. McMahan
Site Manager
EXHIBIT F
REOGNITION AND NON-DISTURBANCE AGREEMENT
This Recognition and Non- Disturbance Agreement dated as of , 1993, is by and
between THE MANUFACTURERS LIFE INSURANCE COMAPANY, a Canadian Corporation (the
"Mortgage") and , a Massachusetts corporation (the "Lessee").
Reference is made to (L) the Mortgage and Security Agreement, from 451 Andover
Street Realty Trust (the "Mortgagor") dated April 18, 1990 and recorded with the
Registry in Book 3096 Page 171 (the "Mortgage"), and (ii) the Lease dated ,
1993, between the Mortgagor, as lessor, and the lessee, as lessee (the "Lease"),
covering a portion of the premises described in the Mortgage.
As and inducement to the Lessee to enter into the Lease, and in consideration of
the mutual covenants set forth in this Agreement the Mortgagee and the Leasee
hereby agree as follows:
1. In the event of and entry by Mortgagee to foreclose on the Mortgage or
in the event of a foreclosure of the Mortgage by entry or by sale, the
Lessee, if it is not then in default including the lapse of any
applicable grace notice period) with respect to any of the covenants or
conditions of the Lease by the Lessee to be performed or observed,
shall peaceably hold and enjoy the demised premise for the remainder of
the unexpired term of the Lease included all extension options) upon
the same terms, covenants, and conditions, without any hindrances or
interruptions from the Mortgagee.
2. In the event of foreclosure of the mortgage, the Lessee will recognize
the Mortgagee, or its designee as its landlord for the remainder of the
unexpired term of the Lease including all extension options) upon the
covents and conditions thereof by the lessee to be performed and
observed, and the Lessee hereby agrees to effort and observe the same.
3. As used herein wherever the context so requires of admits, the word
"Mortgage" includes any persons claiming through or under the
Mortgagee, including but not limited to any purchaser at foreclosure
sale and the word "Lessee" shall include its successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under
seal by thgeir duly authorized officers, as of the first written.
Mortgagee: THE MANUFACUTER LIFE
INSURANCE COMPANY
By:
---------------------------------------------
Lessee:
By:
---------------------------------------------
Its President/CEO
COMMONWEALTH OF MASSACHUSSETTS
COUNTY, ss. ,1993
- ----------- --------
Then personally appeared the above named as the
of and
Acknowledged the foregoing instrument to be his/her act and deed on behalf
of before me.
------------------------------------
Notary Public
My Commission Expires:
PROVINCE OF ONTARIO
County, ss ,1993
Then personally appeared the above named As the of the Manufacturers Life
Insurance Company and acknowledged he foregoing instrument to be his/her free
act and deed on behalf of the Manufacturers Life Insurance Company before me.
------------------------------------
Notary Public
My Commission Expires:
EXHIBIT G
Notice of Lease
EXHIBIT G
NOTICE OF LESSEE
Notice is hereby given, pursuant to the provisions of Chapter 183,
Section 4, of the General Laws, of the following lease:
LANDLORD: 451 ANDOVER STREET REALTY TRUST
c/o Wingate Management Company, Inc.
75 Central Street
Boston, MA 02109
TENANT: IPSWICH SAVINGS BANK
23 Market Street
Ipswich, MA 01938
DATE OF EXECUTION
OE LEASE : April , 1994
DESCRIPTION OF
DEMISED PREMISES: Suite _ and the Area necessary for the
drive-through window on the premises located
at 451 Andover Street, North Andover
TERM OF LEASE: Five (5) Years
COMMENCEMENT DATE:
RIG~TS OF EXTENSION
OR RENEWAL: Three Five-year Terms
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
executed under seal as of the 18th day of April, 1994.
LANDLORD:
THE TITLED CORPORATION, TRUSTEE OE 451
ANDOVER STREET
REALTY TRUST
By:
/s/ /s/ Edward J. Dziadul
- ------------------ ----------------------------------
Witness Edward J. Dziadul, President
TENANT:
IPSWICH SAVINGS BANK
/s/ /s/ David L Grey
- ------------------ ----------------------------------
Witness David L. Grey, Presdent
April 18, 1994
Then personally appeared the above named Edward J. Dziadul, President
as aforesaid, and acknowledged the foregoing instrument to be his free act and
deed as said Trustee, before me
/s/ Margret Braun
---------------------------------- ---------------
| [STATE MARGRET BRAUN | Notary Public
| SEAL] My commisstion Expires |
| April 4, 1998 |
My commission expires: ----------------------------------
COMMONWEALTH OE MASSACHUSETTS
Essex, ss. April 25, 1994
Then personally appeared the above-named David L. Grey President as
aforesaid, and acknowledged the foregoing to be his free act and deed as said
President, before me
/s/ Mariell Lyons
-----------------
Notary Public
My commission expires: October 6, 2000
IPSWICH SAVINGS BANK
Mr. Edward J Dziadul, President
The Titled Corporation, Trustee
451 Andover Street Realty Trust
c/o N.P. Investment I. Co.
Renaissance Tower
1201 Elm Street
Suite 540C
Dallas, Texas 75270
Dear Mr. Dziadul:
This letter shall see to confirm our understanding regarding two items
re1ating to the Lease between 451 Andover Street Realty Trust and Ipswich
Savings Bank ("Bank") dated April , 1994.
With respect to landscaped areas in front of the Premises, we have agreed
that the Bank shall have the option to landscape such areas according to its own
design and at its own expense subject to your approval, which approval shall
not: be unreasonably withheld.
Further, while the Bank acknowledges that you have made no representations
regarding the actual electrical charges the Bank will incur, the Bank is relying
on the attached information attached as Exhibit 1 which you have provided to us
concerning the electrical charges incurred by your prior tenant
Please sign this letter where indicated below to indicate your assent to
these clarifications of the Lease
Very tru1y yours,
IPSWICH SAVINGS BANK
By:/s/ David L. Grey
-----------------------
David L. Grey President
ASSENTED TO:
THE TITLED CORPORATION, TRUSTEE
OF 51 ANDOVER STREET REALTY TRUST
By:
-------------------------------
Edward J. Dziadul, President
Date:
----------------------------
Lawrence Savings Bank
Two Year electric History
Month 1992 1991
January $675.96 $273.34
February $460 50 $323.90
March $366.87 $693.33
April $621.68 $693.33
May $500.09 $536.00
June $269.13 $632.60
July $332.92 $682.35
August $339.47 $451.30
September $258 89 $219.07
October $483.21 $219.07
November $383.26 $494.10
December $674.95 $673.92
Monthly Average $447.24 $491.02