EXHIBIT 10.10
HOBBS BROOK OFFICE PARK
Waltham, Massachusetts
LEASE dated September __, 1994
ARTICLE I
REFERENCE DATA
1.1 SUBJECTS REFERRED TO
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Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Article.
LANDLORD: Middlesex Mutual Building Trust
LANDLORD'S ADDRESS: P.O. Box 9198
Waltham, Massachusetts 02254-9198
Attention: Real Estate Manager
TENANT: Credit Technologies, Inc.
TENANT'S ORIGINAL ADDRESS:
ESTIMATED TERM COMMENCEMENT DATE: October 1, 1994
TERM COMMENCEMENT DATE: As defined in Section 2.4
TERM EXPIRATION DATE: Six years from the Term Commencement Date
ANNUAL FIXED RENT: $555,714.00
BASE OPERATING EXPENSES PER SQUARE FOOT OF RENTABLE FLOOR AREA: Actual
Operating Expenses per square foot of rentable floor area for calendar year
1995.
BASE TAXES PER SQUARE FOOT OF RENTABLE FLOOR AREA: Actual Taxes per square foot
of rentable floor area for calendar year 1994.
LAND: The land upon which the building is situated including parking areas,
garages, drives, walks, landscaped areas and other common areas serving the
Building.
BUILDING: The entire building known and numbered as 235 Wyman Street, Waltham,
Massachusetts and all improvements on the Land but excluding any parking garage.
TOTAL RENTABLE FLOOR AREA OF BUILDING: 27,108 square feet.
PERMITTED USES: General Office
PUBLIC LIABILITY INSURANCE: $1,000,000.00
BROKER: R.M. Bradley & Co., Inc. and Meredith & Grew
TENANT'S AUTHORIZED REPRESENTATIVE:
1.2 EXHIBITS
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The following is a list of Exhibits attached to this Lease.
Exhibit A. Plan Premises.
Exhibit B. Tenant Standard Build Out Specifications.
Exhibit C. Landlord's Cleaning Specifications.
ARTICLE II
PREMISES; TERM; RENT; OPERATING
EXPENSES; AND ELECTRICITY
2.1 PREMISES AND EXCLUSIONS
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Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises. The Premises exclude common areas and facilities of the Building,
including without limitation exterior faces of exterior walls, the common
stairways and stairwells, entranceways and any lobby and courtyard areas,
elevators and elevator wells, fan rooms, electric and telephone closets, janitor
closets, freight elevator vestibules, and pipes, ducts, conduits, wires and
appurtenant fixtures serving other parts of the Building (exclusively or in
common) and other common areas and facilities. If the Premises include less
than the entire rentable area of any floor, then the Premises also exclude the
common corridors, elevator lobby and toilets located on such floor.
This Lease is subject to all easements, restrictions, agreements, and
encumbrances of record to the extent in force and applicable.
2.1.1 RIGHT OF REFUSAL FOR SPACE IN BUILDING
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Subject to the rights of existing tenants, simultaneously with any offer to
lease space in the Building to any third part, Landlord shall offer to lease
such space to Tenant on the same terms and conditions as contained herein,
except (a) Tenant shall lease the space in question for a time period
coterminous with the term of this Lease, as it may be extended and (b) Fixed
Annual Rent shall be equal to the then prevailing market rate for space in the
building.
Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by
notice given within 10 days of receipt of
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Landlord's offer. In the event that Tenant accepts any offer by Landlord under
this section, the leasing of such additional space shall be documented by an
Amendment to this Lease. Tenant's rights under this Section 2.1.1 shall be
rendered void, at Landlord's election, if Tenant is in default (after expiration
of any applicable notice and cure period) at the time Landlord offers any space
to a third party or at the time Tenant's lease of any space under this Section
2.1.1 would otherwise commence.
2.2 APPURTENANT RIGHTS
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Tenant shall have, as appurtenant to the Premises, rights to use in common
(subject to reasonable rules of general applicability to tenants and other users
of the Building from time to time made by Landlord of which Tenant is given
notice): (a) the common lobbies, corridors, stairways, elevators and loading
platform, and the pipes, ducts, conduits, wires and appurtenant meters and
equipment serving the Premises in common with others; (b) common driveways and
walkways necessary for access to the Building; (c) if the Premises include less
than the entire rentable floor area of any floor, the common toilets, corridors
and elevator lobby on such floor and serving the Premises; and (d) all other
areas or facilities in the Building from time to time intended for general use
by Tenant, other Building tenants, and Landlord.
2.3 RESERVATIONS
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Landlord reserves the right from time to time, without unreasonable
interruption (except in emergency) of Tenant's use: (a) to install, use
maintain, repair, replace and relocate for service to the Premises and other
parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant
fixtures, wherever located in the premises or the Building; and (b) to alter or
relocate any other common facility, including without limitation any lobby and
courtyard areas. Installations, replacements and relocations referred to in
clause (a) above shall be located as far as practicable in the central core area
of the Building, above ceiling surfaces, below floor surfaces or within
perimeter walls of the Premises.
2.4 TERM
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The Term shall begin at 12:01 a.m. on the earlier to occur of the following
(a) or (b), which date shall be the "Term Commencement Date," and shall end at
12:00 midnight on the Term Expiration Date set forth in Section 1.1.
(a) The date Tenant enters into possession of all or any portion of
the Premises for the conduct of its business. (The event described in the prior
sentence shall not be deemed to occur by virtue of the installation or testing
of computers or other equipment or the installation of other property of Tenant
in the Premises.)
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(b) The date the Premises are deemed ready for occupancy as defined
in Section 3.2.
2.4.1 EXTENSION OPTION. Tenant shall have the option to extend the
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Term for one additional four year extension term (the "Extension Term") by
notice given to Landlord at least eight months before the Term Expiration Date.
Tenant's election shall be exercised, and Annual Fixed Rent for the Extension
Term determined, as set forth below. If Tenant fails timely to exercise its
option for the Extension Term, Tenant shall have no further extension rights
hereunder.
Tenant's option so to extend the Term shall be void, at Landlord's
election, if Tenant is in default (continuing beyond any applicable cure period)
at the time Tenant elects to extend the Term or at the time the Term would
expire but for such extension. Any extension of the Term shall be applicable to
the entire Premises. During the Extension Term, if any, all provisions of this
Lease shall apply except that Tenant shall have no further option to extend the
Term.
During the Extension Term, Tenant shall pay Annual Fixed Rent equal to the
then prevailing market rate for a four year lease of office space in the greater
Boston, Massachusetts "Metro-West" area comparable to the Premises in terms of
location within a building, finish, age, building quality and amenities for a
tenant of equal size and financial strength as Tenant.
Landlord shall notify Tenant of its estimate of the prevailing market rate
within ten (10) days after Tenant exercises the extension option. Tenant shall
have the option to accept or reject by written notice Landlord's estimate, or to
withdraw its exercise of the extension option. In the event Tenant rejects
Landlord's estimate then the prevailing market rate shall be arbitrated in
accordance with the following procedure. Each of Landlord and Tenant, within
twenty (20) days after notice by Tenant disputing Landlord's estimate of the
prevailing market rate, shall appoint as an arbitrator an MAI appraiser with at
least ten years experience as an appraiser of Boston office buildings, including
first class suburban office buildings, and shall give notice of such appointment
to the other party. If either Landlord or Tenant shall fail timely to appoint
an arbitrator, the other may apply to the Boston Office of the American
Arbitration Association ("AAA") for appointment of such an arbitrator if the
arbitrator has not been appointed within five business days after notice of such
failure has been given to the delinquent party. The two arbitrators shall,
within five business days after appointment of the second arbitrator, appoint a
third arbitrator who shall be similarly qualified. If the two arbitrators are
unable to agree timely on the selection of the third arbitrator, then both
arbitrators together may request such appointment from the Boston office of the
AAA. The arbitration shall be conducted in accordance with the Commercial
Arbitration Rules of the AAA insofar as such rules are not inconsistent with
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the provisions of this Lease (in which case the provisions of this Lease shall
govern), and the arbitrators shall be charged to reach a majority decision in
accordance with the standards provided in this Lease. The prevailing market
rent rate shall be in accordance with the arbitrators' decision. The cost of
the arbitration (exclusive of each party's witness and attorneys fees, which
shall be paid by such party) shall be borne equally by the parties. If the AAA
shall cease to provide arbitration for commercial disputes in Boston, the second
or third arbitrator, as the case may be, shall be appointed by any successor
organization providing substantially the same services, and in the absence of
such an organization, by a court of competent jurisdiction under the arbitration
act of The Commonwealth of Massachusetts.
For any portion of the Extension Term during which the prevailing market
rent is in dispute hereunder, Tenant shall make payment on account of Annual
Fixed Rent at the rate payable for the preceding lease year and the parties
shall adjust for over or under payments within twenty days after the decision of
the arbitrators is announced.
Promptly after the Annual Fixed Rent is determined for the Extension Term,
Landlord and Tenant shall enter into an amendment of this Lease confirming the
extension of the Term and the new rate for Annual Fixed Rate.]
2.5 ANNUAL FIXED RENT
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Tenant covenants and agrees to pay the Annual Fixed Rent in Section 1.1 to
Landlord in advance in equal monthly installments on the first day of each
calendar month during the Term. All payments shall be due without billing or
demand and without deduction, setoff or counterclaim. In order to induce Tenant
to enter into and perform this Lease, Landlord waives payment of Annual Fixed
Rent for the first two full months of the term. Tenant shall make payment for
any portion of a month at the beginning or end of the Term. All payments shall
be payable to Landlord at its Address, both as specified in Section 1.1, or to
such other entities at such other places as Landlord may from time to time
designate.
2.6 ADDITIONAL CHARGES - OPERATING EXPENSES AND TAXES
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2.6.1 ADDITIONAL CHARGES - GENERAL COVENANT. Tenant covenants and
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agrees to pay to Landlord, as additional charges, (i) an amount equal to the
product of (a) the Rentable Floor Area of the Premises and (b) the excess (if
any) of Landlord's Operating Expenses per square foot of Rentable Floor Area
over Base Operating Expenses per Square Foot of Rentable Floor Area and (ii) an
amount equal to the product of (a) the Rentable Floor Area of the Premises and
(b) the excess (if any) of Landlord's Taxes per square foot of Rentable Floor
Area over Base Taxes Per Square Foot of Rentable Floor Area, provided that if
less than
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the Total Rentable Floor Area of the Building is occupied at any time during
such period, Landlord may reasonably extrapolate variable components of
Landlord's Operating Expenses as though the Total Rentable Floor Area of the
Building had been occupied at all times during such period.
Appropriate adjustments (including adjustments in Base Operating Expenses
Per Square Foot of Rentable Floor Area and Base Taxes Per Square Foot of
Rentable Floor Area, which are quoted on an annual basis in Section 1.1) shall
be made for any portion of a year at the beginning or end of the Term or for any
year during which changes occur in the percentage of occupancy of the Building.
2.6.2 PAYMENT. Additional charges for Operating Expenses and Taxes
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under this Section 2.6 shall be paid for any portion of a month at the beginning
of the Term and thereafter in monthly installments on the first day of each
calendar month in amounts reasonably estimated by Landlord for the then current
calendar year. Landlord may from time to time revise such estimates based on
available information relating to Landlord's Operating Expenses and Taxes or
otherwise affecting the calculation hereunder. Within 90 days after the end of
each calendar year, Landlord will provide Tenant with an accounting of
Landlord's Operating Expenses and Taxes and other data necessary to calculate
additional charges hereunder for such calendar year prepared in accordance
herewith and otherwise in accordance with generally accepted accounting
principles. Such statement shall be conclusive between the parties unless
fraudulently prepared. Upon issuance thereof, there shall be an adjustment
between Landlord and Tenant for the calendar year covered by such accounting to
the end that Landlord shall have received the exact amount of additional charges
due hereunder. Any overpayments by Tenant hereunder shall be credited against
the next payments of additional charges due under this Section 2.6, provided
there are no outstanding amounts due Landlord under this Lease at such time.
Any underpayments by Tenant shall be due and payable within ten (10) days of
delivery of Landlord's statement. All amounts due under this Section 2.6.2
shall be payable without any abatement, counterclaim, set-off or deduction, and
the obligations of Tenant to pay the additional charges shall survive the
expiration of the Term. With respect to the calendar year in which the Term
ends, the adjustment shall be pro rated for the portion of the year included in
the Term, but shall take place nevertheless at the times provided in the
preceding sentences.
2.6.3 "LANDLORD'S OPERATING EXPENSES" - DEFINITION. "Landlord's
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Operating Expenses" means all costs of Landlord in owning, servicing, operating,
managing, maintaining, and repairing the Building, and providing services to
tenants including, without limitation, the costs of the following: (i) supplies,
materials and equipment purchased or rented, total wage and salary costs paid
to, and all contract payments made on account of, all persons engaged in the
operation, maintenance,
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security, cleaning and repair of the Building and Land, including Social
Security, old age and unemployment taxes and so-called "fringe benefits"; (ii)
building services furnished to tenants of the Building at Landlord's expense
(including the types of services provided to Tenant pursuant to Section 4.1
hereof) and maintenance and repair of and services provided to or on behalf of
the Building performed by Landlord's employees or by other persons under
contract with Landlord; (iii) utilities consumed and expenses incurred in the
operation, maintenance and repair of the Building including, without limitation,
oil, gas, electricity (other than electricity to tenants in their Premises if
Tenant is directly responsible for payment under this Lease on account of
electricity consumed by Tenant), water, sewer and snow removal; (iv) casualty,
liability and other insurance, and unreimbursed costs incurred by Landlord which
are subject to an insurance deductible; (v) costs of operating any cafeteria,
other food services facility, or physical fitness facility for use of tenants
generally; and (vi) management fees. If Landlord, in its sole discretion,
installs a new or replaced capital item for the purpose of reducing or
conserving the use of energy in the Building, complying with any building code
or other law, regulation, or legal requirement, complying with requirements of
any insurer, or otherwise relating to the operation of the Building, the cost of
such item amortized over a reasonable period with interest shall be included in
Landlord's Operating Expenses. Landlord's Operating Expenses shall not include
any costs or expenses incurred by Landlord in the construction and development
of the Building including construction for tenants; payments of principal,
interest or other charges on mortgages; and salaries of executives or principals
of Landlord (except as the same may be reflected in the management fee for the
Building or attributable to actual Building operations).
2.6.4 "LANDLORD'S TAXES"-DEFINITION. "Landlord's Taxes" means all taxes,
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assessments and similar charges assessed or imposed on the Land for the then
current calendar year by any governmental authority attributable to the Building
(and, in the case of 404 Wyman Street, the parking garage) (including personal
property associated therewith). The amount of any special taxes, special
assessments and agreed or governmentally imposed "in lieu of tax" or similar
charges shall be included in Landlord's Taxes for any year but shall be limited
to the amount of the installment (plus any interest, other than penalty
interest, payable thereon) of such special tax, special assessment or such
charge required to be paid during or with respect to the year in question.
Landlord's Taxes include expenses, including fees of attorneys, appraisers and
other consultants, incurred in connection with any efforts to obtain abatements
or reduction or to assure maintenance of Landlord's Taxes for any year wholly or
partially included in the Term, whether or not successful and whether or not
such efforts involved filing of actual abatement applications or initiation of
formal proceedings. Landlord's Taxes exclude income taxes of general
application and all estate, succession, inheritance and transfer taxes. If at
any time
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during the Term there shall be assessed on Landlord, in addition to or lieu of
the whole or any part of the ad valorem tax on real or personal property, a
capital levy or other tax on the gross rents or other measures of building
operations, or a governmental income, franchise, excise or similar tax,
assessment, levy, charge or fee measured by or based, in whole or in part, upon
Building valuation, gross rents or other measures of building operations or
benefits of governmental services furnished to the Building, then any and all of
such taxes, assessments, levies, charges and fees, to the extent so measured or
based, shall be included within the term Landlord's Taxes, but only to the
extent that the same would be payable if the Building and Land were the only
property of Landlord.
2.7 ELECTRICITY
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Landlord shall furnish to Tenant throughout the Term electricity for the
operation of lighting fixtures, and 120 volt current for the operation of normal
office fixtures and equipment, but excluding any high energy consumption
equipment. Tenant covenants and agrees to pay, as an additional charge, the
cost of such electricity, which shall be separately metered and billed to Tenant
monthly.
ARTICLE III
CONSTRUCTION OF PREMISES
3.1 COMPLETION DATE
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Subject to delay by causes beyond the reasonable control of Landlord or
caused by action or inaction of Tenant, Landlord shall endeavor, in good faith,
to have the Premises ready for Tenant's occupancy on the Estimated Term
Commencement Date. Landlord's failure to have the Premises ready for Tenant's
occupancy on the Estimated Term Commencement Date, for any reason, shall not
give rise to any liability of Landlord hereunder, shall not constitute a
Landlord's default, shall not affect the validity of this Lease, and shall have
no effect on the beginning or end of the Term as otherwise determined hereunder
or on Tenant's obligations associated therewith.
3.2 WHEN PREMISES DEEMED READY
--------------------------
The Premises shall be conclusively deemed ready for Tenant's occupancy as
soon as the obligations of Landlord as hereinafter specified have been
substantially completed by Landlord insofar as is practicable in view of delays
or defaults, if any, of Tenant or its contractors. The Premises shall be deemed
to be ready for Tenant's occupancy if only minor or insubstantial details of
construction, decoration or mechanical adjustments remain to be done in the
Premises or any part thereof, or if the delay in the availability of the
Premises for occupancy is (i) due to special work, changes, alterations or
additions required
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or made by Tenant in the layout or finish of the Premises or any part thereof,
(ii) cause in whole or in part by Tenant through the delay of Tenant in
submitting any plans and/or specifications, supplying information, approving
plans, specifications or estimates, giving authorizations or otherwise or (iii)
caused in whole or in part by delay and/or default on the part of Tenant or its
contractors. If the Premises are deemed ready for Tenant's occupancy, Tenant
shall not (except with Landlord's consent) be entitled to take possession of the
Premises for the conduct of its business until the Premises are in fact actually
ready for such occupancy, notwithstanding the fact, because the Premises shall
have as above stated been deemed ready for such occupancy, that the Term hereof
shall on that account have commenced. Landlord's architect's certificate of
substantial completion, or of any other facts pertinent to this Section 3.2,
shall be deemed conclusive of the statements therein contained and binding upon
Tenant. Any of Landlord's work in the Premises not fully completed on the
Commencement Date shall thereafter be so completed with reasonable diligence by
Landlord.
3.3 PLANS AND SPECIFICATIONS
------------------------
Tenant shall be responsible to work with Landlord's architect in the
preparation of architectural, mechanical and electrical construction drawing,
plans and specifications (the "Plans") necessary to lay out the Premises for
Tenant's occupancy. Tenant shall in a timely manner supply Landlord with all
information necessary to enable Landlord's architects to prepare the Plans and
shall promptly approve plans, specifications and estimates when so requested by
Landlord.
3.4 CONSTRUCTION OF PREMISES
------------------------
Except as is otherwise herein provided or as may be otherwise approved by
the Landlord, all work necessary to prepare the Premises for Tenant's occupancy,
including work to be performed at Tenant's expense, shall be performed
substantially in accordance with the Plans by contractors employed by Landlord.
3.5 QUALITY AND COST OF MATERIALS
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Landlord shall bear all costs, not in excess of $15.00 per rentable square
foot of the Premises, of materials and workmanship to be furnished and installed
by Landlord in accordance with building standard as detailed and defined in
Exhibit "B". Tenant shall bear all other costs of preparing the Premises for
its occupancy and shall pay such costs to Landlord upon request as an additional
charge hereunder.
3.6 TENANTS DELAY-ADDITIONAL COSTS
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If Tenant fails or omits to make timely submission to Landlord of the
information referred to in Section 3.3, or other pertinent information, or
delays in submitting any other plans or
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specifications, or in supplying information, or in approving plans,
specifications or estimates, or in giving authorizations or otherwise, any
additional costs to Landlord in connection with the completion of the Premises
in accordance with the terms of this Lease shall be promptly paid by Tenant to
Landlord as an additional charge, if such additional cost is the result of such
failure, omission or delay of Tenant. For the purposes of the preceding
sentence, the expression "additional cost to Landlord" shall mean the cost over
and above such cost as would have been the aggregate cost to Landlord of
completing the Premises in accordance with the terms of this Lease had there
been no such failure, omission or delay. Nothing contained in this Section 3.6
shall limit or qualify or prejudice any other covenants, agreements, terms,
provisions and conditions contained in this Lease, including, but not limited to
Section 3.2.
3.7 ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE
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With Landlord's prior written consent, Tenant shall have the right to enter
the Premises prior to the Term Commencement Date, without payment of rent, to
perform such work or decoration as is to be performed by, or under the direction
or control of, Tenant. Such right of entry shall be deemed a license from
Landlord to Tenant, and entry thereunder shall be at the risk of Tenant.
3.8 CONCLUSIVENESS OF LANDLORD'S PERFORMANCE
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By taking possession of the Premises, Tenant accepts the improvements in
the condition in which they may then be, and waives any right or claim against
Landlord arising out of the condition of the Premises, including the
improvements thereon, the appurtenances thereto, and the equipment thereof,
except defects in the workmanship and/or materials. Tenant shall be deemed to
have waived any right or claim against Landlord arising out of a defect in
workmanship and/or materials on the date 9 months following the date on which
the Premises were ready for Tenant's occupancy if Tenant has not then given
written notice of such defect to Landlord.
ARTICLE IV
LANDLORD'S COVENANTS
4.1 LANDLORD'S COVENANTS
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4.1.1 BUILDING SERVICES. Landlord shall furnish services, utilities,
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facilities and supplies set forth in this Section 4.1.1 and in Exhibit C.
Exhibit C is intended to add detail to the provisions of the main body of the
Lease, and in case of conflict, the provisions of the main body of the Lease
shall control. Tenant may obtain additional services, utilities, facilities and
supplies from time to time upon reasonable advance request or Landlord may
furnish the same without request if Landlord determines that Tenant's use or
occupancy of the
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Premises necessitates the same (for example where the condition of the Premises
necessitates additional cleaning services), and, in either case, the cost of the
same at reasonable rates from time to time established by Landlord shall
constitute additional charges, payable upon billing.
4.1.1.1 WATER CHARGES. Landlord shall furnish hot and cold water for
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ordinary office cleaning, toilet, lavatory and drinking purposes. If Tenant
requires, uses or consumes water for any other purpose, Landlord may assess on
tenant reasonable charges for additional water.
4.1.1.2 ELEVATOR SERVICE. Landlord shall provide necessary elevator
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facilities on Mondays through Fridays excepting legal holidays from 8:00 a.m. to
1:00 a.m. and on Saturdays from 8:00 a.m. to 11:00 p.m. (such hours on such days
being referred to as "business days") and have at least one elevator serving the
Premises in operation available for Tenant's non-exclusive use at all other
times.
4.1.1.3 CLEANING. Landlord shall cause the common areas and the
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office areas of the Premises to be kept reasonably clean provided the same are
maintained and kept in good order by Tenant. Cleaning standards shall be in
accordance with Exhibit C.
4.1.1.4 HEAT AND AIR-CONDITIONING. Landlord shall, through the
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Building heating and air-conditioning system, furnish to and distribute in the
premises heat during the normal heating season on business days and air-
conditioning on business days when air-conditioning may reasonably be required
for the comfortable occupancy of the Premises by Tenant. Landlord shall not be
required to furnish heat and air-conditioning in the Premises in excess of the
capacity of the equipment presently installed in the Building. If Tenant
requires additional air-conditioning for business machines, meeting rooms or
other purposes, or because of occupancy or unusual electrical loads, any
additional air-conditioning units, chillers, condensers, compressors, ducts,
piping and other equipment and facilities will be installed and maintained by
Landlord at Tenant's sole cost, but only to the extent that the same are
compatible with the Building and its mechanical systems.
4.1.1.5 ENERGY CONSERVATION. Tenant agrees to cooperate with
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Landlord and to abide by all Building regulations which Landlord may, from time
to time, prescribe for the proper functioning and protection of the heating and
air-conditioning systems and in order to maximize the effect thereof and to
conserve heat and air-conditioning. Notwithstanding anything to the contrary in
this Section 4.1.1 or otherwise in this Lease, Landlord may institute such
policies, program and measures as may be in Landlord's judgment necessary,
required or expedient for the conservation or preservation of energy services,
or as may be necessary to comply with applicable codes, rules, regulations or
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standards.
4.1.2 REPAIRS. Except as otherwise provided in this Lease, and
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except for repairs to items referred to below necessitated by Tenant's act or
neglect (which shall be Tenant's repair obligation under Section 5.1), Landlord
shall make such repairs to the roofs, exterior walls, exterior windows, floor
slabs, core walls, and common areas and facilities in the Building as may be
necessary to keep them in good condition.
4.1.3 QUIET ENJOYMENT. Landlord covenants that Tenant, on paying the
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rent and performing the tenant obligations in this Lease, shall peacefully and
quietly have, hold and enjoy the Premises, free from any claim by Landlord or
persons claiming under Landlord, but subject to all of the terms and provisions
hereof, provisions of law and rights of record to which this Lease is or may
become subordinate. This covenant is in lieu of any other so-called quiet
enjoyment covenant, either express or implied.
4.2 INTERRUPTION
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Exception for Landlord's negligence, Landlord shall not be liable to Tenant
for any compensation or reduction of rent by reason of inconvenience or
annoyance or for loss of business arising from the necessity of Landlord or its
agents entering the Premises for any of the purposes authorized in this Lease or
for repairing the Premises or from repairs by Landlord of any portion of the
Building however the necessity may occur. If Landlord is prevented or delayed
from performing any covenant by reason of any cause reasonably beyond Landlord's
reasonable control, Landlord shall not be liable to Tenant therefor, nor, except
as otherwise provided in Section 6.1, shall Tenant be entitled to any abatement
or reduction of rent by reason thereof, nor shall the same give rise to a claim
by Tenant that such failure constitutes eviction from the Premises. In no event
shall Landlord be liable for direct or consequential damages arising out of any
default by Landlord.
Landlord reserves the right to stop any service or utility system, when
necessary by reason of accident or emergency, or until necessary repairs have
been completed; provided, however, that in each instance of stoppage, Landlord
shall exercise reasonable diligence to eliminate the cause thereof. Except in
case of emergency repairs, Landlord will give Tenant reasonable advance notice
of any contemplated stoppage and will use reasonable efforts to avoid
unnecessary interruption of Tenant's use of the Premises by reason thereof.
ARTICLE V
TENANT'S ADDITIONAL COVENANTS
5.1 MAINTENANCE AND REPAIR
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Except for damage by fire or casualty and reasonable wear, Tenant shall at
all times keep the Premises in good order and in as good repair, order and
condition as the same are at the beginning of the Term or may be put in
thereafter. The foregoing shall include without limitation Tenant's obligation
to maintain floor coverings, to paint and repair walls and doors, to replace and
repair ceiling tiles, lights and light fixtures, drains and the like, and clean
the Premises to the extent such cleaning is not to be performed by Landlord
under Exhibit C.
5.2 USE, WASTE AND NUISANCE
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Throughout the Term, Tenant shall use the Premises for the Permitted Uses
only, and shall not use the Premises for any other purpose. Tenant shall not
injure, overload, deface or commit waste in the Premises or any part of the
improvement on the Land, nor permit the emission therefrom of any objectionable
noise, light or odor, nor use or permit any use of the Premises which is
improper, offensive, contrary to law or ordinance or which is liable to
invalidate or increase the premium for any insurance on the Building or its
contents or which is liable to render necessary any alterations or additions in
the Building, nor obstruct in any manner any common portion of the Building. If
Tenant's use of the Premises results in an increase in the premium for any
insurance on the Building or the contents thereof, Landlord shall notify Tenant
of such increase and Tenant shall pay same as additional charges. Tenant may
not without Landlord's consent install in the Premises any pay telephones,
vending machines, water fountains, refrigerators, sinks or cooking equipment
provided that Landlord's consent will not be unreasonably withheld with respect
to items designed for the convenience of Tenant's employees which are customary
for office employees if Landlord determines that special venting or other
special alterations are not required in connection therewith.
Tenant shall not (either with or without negligence) cause or permit the
escape, disposal or release of any biologically or chemically active or other
hazardous substances, or materials except in compliance with law. Tenant shall
not allow the storage or use of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for the
storage and use of such substances or materials, nor allow to be brought into
the Building any such materials or substances except to use in the ordinary
course of Tenant's business, and then only after written notice is given to
Landlord of the identity of such substances or materials. Without limitation,
hazardous substances and materials shall include those described in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. (S)9601 et seq., the Resource Conservation and Recovery Act,
as amended, 42 U.S.C. (S)6901 et seq., the Massachusetts Hazardous Waster
Management Act, as amended, M.G.L. Chapter 21C, and the Massachusetts Oil and
Hazardous Material Release Prevention Act, as amended, M.G.L. Chapter 21E, and
the regulations adopted under
-13-
these acts. If any lender or governmental agency shall ever require testing to
ascertain whether or not there has been any release of hazardous materials, then
the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon
demand as additional charges if such requirement applies to the Premises, and if
the requirement applies to the Building generally, then such costs shall be
included in Landlord's Operating Expenses. In addition, Tenant shall execute
affidavits, representations and the like from time to time at Landlord's request
concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant shall
indemnify Landlord in the manner elsewhere provided from any release of
hazardous materials on the premises occurring while Tenant is in possession, or
elsewhere if caused by Tenant or persons acting under Tenant.
5.3 RULES AND REGULATIONS
---------------------
Tenant shall conform to all reasonable non-discriminatory rules and
regulations now or hereafter promulgated by Landlord for the care and use of the
Premises and the Building.
5.4 SAFETY APPLIANCES
-----------------
Tenant shall keep the Premises equipped with all safety appliances and
permits which, as a result of Tenant's particular activities, are required by
law or ordinance or any order or regulation of any public authority, shall keep
the Premises equipped at all times with adequate fire extinguishers and other
such equipment reasonably required by Landlord, and, subject to Section 5.10,
shall make all repairs, alterations, replacements, or additions so required as a
result of Tenant's particular activities.
5.5 INDEMNIFICATION
---------------
Tenant shall indemnify, save harmless and defend Landlord, Landlord's
employees, agents, independent contractors and invitees, and any mortgagee
(collectively, "Indemnitees") from all liability, claim, or cost (including
reasonable fees of legal counsel of the Indemnitee's choice against whom Tenant
makes no reasonable objection) arising in whole or in part out of any injury,
loss or damage to any person or property while on the Premises, or in transit
thereto or therefrom, or out of any condition within the Premises if not due to
negligence of Landlord, or out of any breach of any Lease covenant by or any act
or omission of Tenant or Tenant's employees, agents, independent contractors or
invitees, in each case paying the same to Landlord on demand as additional rent.
The covenants of this Section shall survive the termination of the Term. In
addition to the foregoing, Landlord may make all repairs and replacements to the
Building resulting from acts or omissions of Tenant's employees, agents,
independent contractors or invitees (including damage and breakage occurring
when Tenant's property is being
-14-
moved into or out of the Building) and Landlord may recover all costs and
expenses thereof from Tenant on demand as additional rent, to the extent not
insured against.
5.6 INSURANCE
---------
Tenant shall maintain throughout the Term (and such further time as Tenant
or any person claiming through Tenant occupies any part of the Premises or has
any liability for matters arising during the Term and such further time) in a
responsible company or companies approved by Landlord, comprehensive public
liability insurance against all claims for injury to persons or property in
connection with Tenants use of the Premises or the Land or Building and in form
satisfactory to Landlord, insuring Landlord and parties designated from time to
time by Landlord as additional insureds in an amount not less than the amount
specified in Section 1.1 (as such amount may, from time to time, be reasonably
increased by Landlord to correspond to similar buildings in the Greater Boston
area). Such insurance shall provide that it will not be subject to
cancellation, termination, or change except after at least 30 days' prior
written notice to Landlord and parties designated by Landlord. The policy or
policies, or a duly executed certificate or certificates for the same, together
with satisfactory evidence of the payment of the premium thereon, s hall be
deposited with Landlord and additional insureds at the beginning of the Term
and, upon renewals of such policies, not less than 30 days prior to the
expiration of the term of such coverage. If Tenant fails to comply with any of
the foregoing requirements, Landlord may obtain such insurance on behalf of
Tenant and may keep the same in effect, and Tenant shall pay Landlord, as
additional rent, the premium cost thereof upon demand.
5.7 TENANT'S PROPERTY
-----------------
All furnishings, fixtures, equipment, effects and property of Tenant and
all of persons claiming through Tenant which from time to time may be on the
Premises or elsewhere in the Building or in transit thereto or therefrom shall
be at the sole risk of Tenant and shall be kept insured by Tenant throughout the
term at Tenant's expense and in prudent amounts, and if the whole or any part
thereof shall be destroyed or damaged by fire, water or otherwise, or by the
leakage or bursting of water pipes, steam pipes, or other pipes, by theft or
from any other cause, no part of said loss or damage is to be charged to or be
borne by Landlord. The parties acknowledged that damage or destruction may
result from acts of cleaning personnel and employees of other independent
contractors of Landlord working in and around the Premises and that Tenant shall
bear the risk and cost thereof unless Landlord has been negligent in the
selection of such persons.
5.8 ENTRY FOR REPAIRS AND INSPECTIONS
---------------------------------
-15-
Tenant shall permit Landlord and its agents to enter and examine the
Premises at reasonable times and, if Landlord shall so elect, to make any
repairs or replacements Landlord may deem necessary or desirable, to remove at
Tenant's expense any alterations, additions, signs, curtains, blinds, shades,
awnings, aerials, flagpoles, or the like not consented to in writing, and to
show the Premises to prospective tenants during the eighteen months preceding
expiration of the Term and to prospective purchasers and mortgagees at all
times. In case of an emergency in the Premises or in the Building, Landlord or
its representative may enter the Premises (forcibly, if necessary) at any time
to take such measures as may be needed to deal with such emergency. Landlord
shall give Tenant reasonable notice prior to any such entry (except in the case
of an emergency) and shall use reasonable efforts to avoid interfering with
Tenant's use of the Premises during the course of such entry, provided, however,
that Landlord shall be under no obligation to conduct any such entry during
overtime periods or incur other premium pay expense.
5.9 ASSIGNMENT, SUBLETTING
----------------------
Tenant shall not assign this Lease, or sublet or license the Premises or
any portion thereof, or permit the occupancy of all or any portion of the
Premises by anybody other than Tenant (all or any of the foregoing actions are
referred to as "Subleases" and all or any of assignees, subtenants, licensees,
and other such parties are referred to as "Subtenants") without obtaining, on
each occasion, the prior consent of the Landlord, which consent shall not be
unreasonably withheld. Unless Landlord's consent specifically provides
otherwise with respect to a particular proposed Subtenant, Tenant shall not
offer to make or enter into negotiations with respect to a Sublease to any of
the following: (i) a tenant in the Hobbs Brook Office Park; (ii) any party with
whom Landlord or any affiliate of Landlord is then negotiating with respect to
space in the Hobbs Brook Office Park; (iii) any entity owned by, owning, or
affiliated with, directly or indirectly, any tenant or party described in
clauses (i) and (ii) hereof; or (iv) any party which would be of such type,
character or condition as to be inappropriate, in Landlord's judgment, as a
tenant for a first class office building. Tenant shall not, without Landlord's
approval, offer to make or make a Sublease of all or any portion of the Premises
unless the aggregate rent and other charges payable to Tenant under such
Sublease equal or exceed the greater of (i) aggregate rent and other charges
payable hereunder (pro-rated for a Sublease of less than all of the Premises),
or (ii) the then prevailing rent rate being quoted for comparable space in Hobbs
Brook Office Park. Tenant's request for consent to a Sublease shall include a
copy of the proposed Sublease instrument, if available, or else a statement of
the proposed Sublease in detail satisfactory to Landlord, together with
reasonably detailed financial, business and other information about the proposed
Subtenant. Landlord shall have the option (but not the obligation) to terminate
the Lease with respect to the portion of the Premises which Tenant
-16-
proposes to Sublease effective upon the date of the proposed Sublease by giving
Tenant notice of such termination within 60 days after Landlord's receipt of
Tenant's request. If Tenant does make a Sublease hereunder, and if the
aggregate rent and other charges payable to Tenant under and in connection with
such Sublease (including without limitation any amounts paid for leasehold
improvements or on account of Tenant's costs associated with such Sublease)
exceed the rent and other charges paid hereunder with respect to the space in
question, Tenant shall pay to Landlord, as an additional charge, the amount of
such excess.
Tenant shall pay to Landlord, as an additional charge, Landlord's
reasonable legal fees and other expenses incurred in connection with any
proposed Sublease, including fees for review of documents and investigations of
proposed Subtenants. Notwithstanding any such Sublease, the original Tenant
named herein shall remain directly and primarily obligated under this Lease.
If Tenant enters into any Sublease with respect to the Premises (or any
part thereof), Landlord may, at any time and from time to time, require that
such Subtenant agree directly with Landlord to be liable, jointly and severally
with Tenant, to the extent of the obligation undertaken by or attributable to
such Subtenant, for the performance of Tenant's agreements under this Lease
(including payment of rent and other charges under the Sublease), and every
Sublease shall so provide. Landlord may collect rent and other charges from the
Subtenant and apply the net amount collected to the rent and other charges
hereunder, but no assignment or collection shall be deemed a waiver of the
provisions of Section 5.9, or the acceptance of the Subtenant, as a tenant, or a
release of Tenant from direct and primary liability for the further performance
of Tenant's covenants hereunder. The consent by Landlord to a particular
Sublease shall not relieve Tenant from the requirement of obtaining the consent
of Landlord to any further Sublease.
5.10 ALTERATIONS
-----------
Except as provided in ARTICLE III with respect to initial construction,
Tenant shall make no alterations, additions or improvements to the Premises
without the prior written consent of Landlord and only in accordance with
complete construction documents approved in advance by Landlord. Tenant shall
obtain all necessary permits before undertaking any such alterations, additions
or improvements and shall carry such insurance and obtain such payment,
performance and lien bonds as Landlord shall require. Any alterations,
additions and improvements to the Premises, except movable furniture and trade
fixtures, shall belong to Landlord. All alterations, additions and improvements
to the Premises shall be at Tenant's sole cost. If any mechanic's lien (which
term shall include all similar liens relating to the furnishing of labor and
materials) is filed against the Building which is claimed to be attributable to
-17-
Tenant, its agents, employees or contractors, Tenant shall give immediate notice
of such client of Landlord and shall discharge the same by payment or filing any
necessary bond within 10 days after Tenant has notice (from any source) of such
lien. Landlord's approval of the construction documents shall signify
Landlord's consent to the work shown thereon only and Tenant shall be solely
responsible for any errors or omissions contained therein.
5.11 SURRENDER
---------
At the expiration of the Term or earlier termination of this Lease, without
the requirement of any notice, Tenant shall peaceably surrender the Premises
including all alterations and additions thereto and all replacements thereof,
including carpeting, any water or electricity meters, and all fixtures and
partitions, in any way bolted or otherwise attached to the Premises (which shall
become the property of Landlord) except such alterations and additions as
Landlord shall direct Tenant to remove, the Premises and improvements to be in
the condition in which the same are required to be maintained under Section 5.1.
Tenant shall, at the time of termination, remove the goods, effects and fixtures
which Tenant is directed or permitted to remove in accordance with the
provisions of this Section, making any repairs to the Premises and other areas
necessitated by such removal and leaving the Premises clean and tenantable.
Should Tenant fail to remove any of such goods, effects, and fixtures, Landlord
may have them removed forcibly, if necessary, and store any of Tenant's property
in a public warehouse at the risk of Tenant. If such items are not removed from
storage within thirty (30) days, such items may be sold by any customary methods
in order to pay storage costs and other expenses of Landlord. The expense of
such removal, storage and reasonable repairs necessitated by such removal shall
be borne by Tenant or reimbursed by Tenant to Landlord.
5.12 PERSONAL PROPERTY TAXES
-----------------------
Tenant shall pay promptly when due all taxes (and charges in lieu thereof)
imposed upon Tenant's personal property in the Premises, no matter to whom
assessed (including, without limitation, fixtures and equipment).
ARTICLE VI
CASUALTY AND TAKING
6.1 DAMAGE BY FIRE OR CASUALTY
--------------------------
If the Premises or any part thereof shall be damaged by fire or other
insured casualty, then, subject to the last paragraph of this Section 6.1,
Landlord shall proceed with diligence, subject to then applicable statutes,
building codes, zoning ordinances and regulations of any governmental authority,
and at the expense
-18-
of Landlord (but only to the extent of insurance proceeds made available to
Landlord by any mortgagee of the Building) to repair or cause to be repaired
such damage. All such repairs made necessary by any act or omission of Tenant
shall be made at the Tenant's expense to the extent that the cost of such
repairs are less than the deductible amount in Landlord's insurance policy. All
repairs to and replacements of property which Tenant is entitled to remove shall
be made by and at the expense of Tenant. If the Premises or any part thereof
shall have been rendered unfit for use and occupation hereunder by reason of
such damage the Fixed Rent or a just and proportionate part thereof, according
to the nature and extent to which the Premises shall have been so rendered
unfit, shall be abated until the Premises (except as to the property which is to
be repaired by or at the expense of Tenant) shall have been restored as nearly
as practicable to the condition in which they were immediately prior to such
fire or other casualty, provided, however, that if Landlord or any mortgagee of
the Building shall be unable to collect the insurance proceeds (including rent
insurance proceeds) applicable to such damage because of some action or inaction
on the part of Tenant, or the employees, licensees or invitees of Tenant, the
cost of repairing such damage shall be paid by Tenant and there shall be no
abatement of rent. Landlord shall not be liable for delays n the making of any
such repairs which are due to government regulation, casualties and strikes,
unavailability of labor and materials, delays in obtaining insurance proceeds,
and other causes beyond the reasonable control of Landlord, nor shall Landlord
be liable for any inconvenience or annoyance to Tenant or injury to the business
of Tenant resulting from delays in repairing such damage.
If (i) the Premises are so damaged by fire or other casualty (whether or
not insured) at any time during the last thirty months of the Term that the cost
to repair such damage is reasonably estimated to exceed one-third of the total
Annual Fixed Rent payable hereunder for the period from the estimated completion
date of repair until the end of the Term, (ii) at any time the Building (or any
portion thereof, whether or not including any portion of the Premises) is so
damaged by fire or other casualty (whether or not insured) that substantial
alteration or reconstruction or demolition of the Building (or a portion
thereof) shall in Landlord's judgment be required, or (iii) at any time damage
to the Building occurs by fire or other insured casualty and any mortgagee shall
refuse to permit insurance proceeds to be utilized for the repair or replacement
of such property and Landlord determines not to repair such damage, then and in
any of such events, this Lease and term hereof may be terminated at the election
of Landlord by a notice from Landlord to Tenant within sixty (60) days, or such
longer period as is required to complete arrangements with any mortgagee
regarding such situation, following such fire or other casualty; the effective
termination date pursuant to such notice shall be not less than thirty (30) days
after the day on which such termination notice is received by Tenant. In the
event f any
-19-
termination, the Term shall expire as though such effective termination date
were the date originally stipulated in Section 1.1 for the end of the Term and
the Fixed Rent and additional charges for Operating Expenses shall be
apportioned as of such date.
6.2 CONDEMNATION - EMINENT DOMAIN
-----------------------------
In case during the Term all or any substantial part of the Premises or the
Building are taken by eminent domain or Landlord receives compensable damage by
reason of any lawfully done in pursuance of public or other authority, the Lease
shall terminate at Landlord's election, which may be made (notwithstanding that
Landlord's entire interest may have been divested) by notice given to Tenant
within 90 days after the election to terminate arises, specifying the effective
date of termination. The effective day of termination specified by Landlord
shall not be less than 15 nor more than 30 days after the date of notice f such
termination. Unless terminated pursuant to the foregoing provisions, this Lease
shall remain in full force and effect following any such taking, subject,
however, to the following provisions. If in any such case the Premises are
rendered unfit for use and occupation and this Lease is not terminated, Landlord
shall use due diligence (following the expiration of the period in which
Landlord may terminate this Lease pursuant to the foregoing provisions of this
Section) to put the Premises, or what may remain thereof (excluding any items
installed or paid for by Tenant which Tenant may be required to remove pursuant
to Section 5.10), into proper condition for use and occupation and a just
proportion of the Fixed Rent and additional charges for Operating Expenses
according to the nature and extent of the injury shall be abated until the
Premises or such remainder shall have been put by Landlord in such condition;
and in case of a taking which permanently reduces the area of the Premises, a
just proportion of the Fixed Rent and additional charges for Operating Expenses
shall be abated for the remainder of the Term.
6.3 EMINENT DOMAIN AWARD
--------------------
Landlord reserves to itself any and all rights to receive awards made for
damages to the Premises, the Building or the leasehold hereby created, or any
one or more of them (LESS THAN) accruing by reason of exercise of eminent domain
or by reason of anything lawfully done in pursuance of public or other
authority. Tenant hereby releases and assigns to Landlord all Tenant's rights to
such awards, and covenants to deliver such further assignments and assurances
thereof as Landlord may from time to time request, hereby irrevocably
designating and appointing Landlord as its attorney-in-fact to execute and
deliver in Tenant's name and behalf all such further assignments thereof.
Nothing contained in this Section shall prevent Tenant from bringing a separate
action or proceeding for compensation for any of Tenant's property taken and
Tenant's moving expenses.
-20-
ARTICLE VII
DEFAULT
7.1 TERMINATION FOR DEFAULT OR INSOLVENCY
-------------------------------------
This Lease is upon the condition that (1) if Tenant shall fail to perform
or observe any of Tenant's covenants, and if such failure shall continue, (a) in
the case of rent or payment of additional charges or any sum due Landlord
hereunder, for more than ten (10) days, or (b) in any other case, after notice,
for more than thirty (30) days (provided that if correction of any such matter
reasonably requires longer than 30 days and Tenant so notifies Landlord within
20 days after Landlord's notice is given together with an estimate of time
required for such cure, Tenant shall be allowed such longer period, but only if
cure is begun within such 30-day period and such delay does not cause increased
risk of damage to person or property), or (2) if three or more notices under
clause (1) hereof are given in any twelve month period (failure to pay rent or
any other sum for more than 3 days after the particular due date shall have the
same effect under this clause (2) as such a notice); (3) if the leasehold hereby
created shall be taken on execution, or by other process of law, or if any
assignment shall be made of Tenant's property or the property of any guarantor
of Tenant's obligations hereunder ("Guarantor") for the benefit of creditors; or
(4) if a receiver, guardian, conservator, trustee in bankruptcy or similar
officer shall be appointed by a court of competent jurisdiction to take charge
of all or any part f Tenant's or the Guarantor's property and such appointment
is not discharged within 90 days thereafter or if a petition including, without
limitation, a petition for reorganization or arrangement is filed by Tenant or
the Guarantor under any bankruptcy law or is filed against Tenant or the
Guarantor and, in the case of a filing against Tenant only, the same shall not
be dismissed within 90 days from the date upon which it is filed, then, and in
any of said cases, Landlord may, immediately or at any time thereafter, elect to
terminate this Lease by notice of termination, by entry, or by any other means
available under law and may recover possession of the Premises as provided
herein. Upon termination by notice, by entry, or by any other means available
under law, Landlord shall be entitled immediately, in the case of termination by
notice or entry, and otherwise in accordance with the provisions of law to
recover possession of the Premises from Tenant and those claiming through or
under the Tenant. Such termination of this Lease and repossession of the
Premises shall be without prejudice to any remedies which Landlord might
otherwise have for arrears of rent or for a prior breach of the provisions of
this Lease. Tenant waives any statutory notice to quit and equitable rights in
the nature of further cure or redemption, and Tenant agrees that upon Landlord's
termination of this Lease Landlord shall be entitled to re-entry and possession
in accordance with the terms hereof. Landlord may, without notice, store
Tenant's personal property (and those of any person claiming under Tenant) at
the expense
-21-
and risk of Tenant or, if Landlord so elects, Landlord may sell such personal
property at public auction or auctions or at private sale or sales after seven
days notice to Tenant and apply the net proceeds to the earliest of installments
of rent or other charges owing Landlord. Tenant agrees that a notice by
Landlord alleging any default shall, at Landlord's option (the exercise of such
option shall be indicated by the inclusion of the words "notice to quit" in such
notice), constitute a statutory notice to quit. If Landlord exercises its
option to designate a notice of default hereunder as a statutory notice to quit,
any grace periods provided for herein shall run concurrently with any statutory
notice periods. Landlord and Tenant waive trial by jury in any action to which
they are parties.
7.2 REIMBURSEMENT OF LANDLORD'S EXPENSES
------------------------------------
In the case of termination of this Lease pursuant to Section 7.1, Tenant
shall reimburse Landlord for all expenses arising out of such termination,
including without limitation, all cost incurred in collecting amounts due from
Tenant under this Lease (including attorneys' fees, costs of litigation and the
like); all expenses incurred by Landlord in attempting to relet the Premises or
parts thereof (including advertisements, brokerage commissions, Tenant's
allowances, costs of preparing space, and the like); all of Landlord's then
unamortized cost of special inducements provided to Tenant (including without
limitation rent holidays, rent waivers, above building standard leasehold
improvements, and the like) and all Landlord's other reasonable expenditures
necessitated by the termination. The reimbursement from Tenant shall be due and
payable immediately from time to time upon notice from Landlord that an expense
has been incurred, without regard to whether the expense was incurred before or
after the termination.
7.3 DAMAGES
-------
Landlord may elect by written notice to Tenant within one year following
such termination to be indemnified for loss of rent by a lump sum payment
representing the then present value of the amount of rent and additional
charges which would have been paid in accordance with this Lease for the
remainder of the Term minus the then present value of the aggregate fair market
rent and additional charges payable for the Premises for the remainder of the
Term (if less than the rent and additional charges payable hereunder), estimated
as of the date of the termination, and taking into account reasonable
projections of vacancy and time required to re-lease the Premises. (For the
purposes of calculating the rent which would have been paid hereunder for the
lump sum payment calculation described herein, the last full year's additional
charges under Section 2.6 is to be deemed constant for each year thereafter.
The Federal Reserve discount rate (or equivalent) shall be used in calculating
present values.) Should the parties be unable to agree on a fair market rent,
the matter shall be submitted, upon the demand of
-22-
either party, to the Boston, Massachusetts office of the American Arbitration
Association, with a request for arbitration in accordance with the rule of the
Association by a single arbitrator who shall be an MAI appraiser with at least
ten years experience as an appraiser of major office buildings in the Greater
Boston area. The parties agree that a decision of the arbitrator shall be
conclusive and binding upon them. If, at the end of the Term, the rent which
Landlord has actually received from the Premises is less than the aggregate fair
market rent estimated as aforesaid, Tenant shall thereupon pay Landlord the
amount of such difference. Should Landlord fail to make the election provided
for in this Section 7.3, Tenant shall indemnify Landlord for the loss of rent by
a payment at the end of each month which would have been included in the Term,
representing the difference between the rent which would have been paid in
accordance with this Lease (Annual Fixed Rent under Section 2.5, and additional
charges which would have been payable under Section 2.6 to be ascertained
monthly) and the rent actually derived from the Premises by Landlord for such
month (the amount of rent deemed derived shall be the actual amount less any
portion thereof attributable to Landlord's reletting expenses described in
Section 7.2 which have not been reimbursed by Tenant thereunder).
7.4 MITIGATION
----------
Any obligation imposed by law upon Landlord to relet the Premises shall be
subject to the reasonable requirements of Landlord to lease to high quality
tenants and to develop the Building in a harmonious manner with an appropriate
mix of uses, tenants, floor areas and terms of tenancies, and the like.
7.5 CLAIMS IN BANKRUPTCY
--------------------
Nothing herein shall limit or prejudice the right of Landlord to prove and
obtain in a proceeding for bankruptcy, insolvency, arrangement or
reorganization, by reason of the termination, an amount equal to the maximum
allowed by a statute or law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount is
greater to, equal to, or less than the amount of the loss or damage which
Landlord has suffered.
7.6 INTEREST ON UNPAID AMOUNTS
--------------------------
If any payment of Annual Fixed Rent, additional charges, or other payment
due from Tenant to Landlord is not paid within ten (10) days of the due date,
then without notice and in addition to all other remedies hereunder, Tenant
shall pay to Landlord interest on such unpaid amount equal to 1.5% of the amount
in question for each month and for each part thereof during which said
delinquency continues; provided, however, in no event shall such interest exceed
the maximum amount permitted to be charged by applicable law.
-23-
7.7 VACANCY DURING LAST SIX MONTHS
------------------------------
If Tenant vacates substantially all of the Premises (or substantially all
of any major portion of the Premises, including a floor thereof) at any time
within the last 6 months of the Term, Landlord may enter the Premises (or such
portion) and commence demolition work or construction of leasehold improvements
for future tenants. The exercise of such right by Landlord will not affect
Tenant's obligations to pay Annual Fixed Rent or additional charges with respect
to the Premises (or such portion), which obligations shall continue without
abatement until the end of the Term.
ARTICLE VIII
MISCELLANEOUS
8.1 HOLDOVER
--------
If Tenant remains in the Premises after the termination of expiration of
the Term, such holding over shall be an a tenant at will or tenant by the month
(requiring 30 days notice of termination by either party to the other) at a
monthly fixed rent equal to one and one-half times the Fixed Rent due hereunder
for the last month of the Term, and otherwise subject to all the covenants and
conditions (including obligations to pay additional charges under Section 2.6)
of this Lease as though it had originally been a monthly tenancy.
Notwithstanding the foregoing, if Landlord desire to regain possession of the
Premises promptly after the termination or expiration hereof and prior to
acceptance of rent for any period thereafter, Landlord may, at its option,
forthwith re-enter and take possession of the Premises or any part thereof or by
any legal process in force in The Commonwealth of Massachusetts.
Notwithstanding the establishment of any holdover tenancy following the
expiration or earlier termination of the Term, if Tenant fails promptly to
vacate the Premises at the expiration or earlier termination of the Term, Tenant
shall save Landlord harmless and indemnified against any claim, loss, cost or
expense (including reasonable attorneys' fees) arising out of Tenant's failure
promptly to vacate the Premises (or any portion thereof).
8.2 ESTOPPEL CERTIFICATES
---------------------
At Landlord's request, from time to time, Tenant agrees to execute and
deliver to Landlord, within ten (10) days after such request, a certificate
which acknowledges the dates on which the Term begins and ends, tenancy and
possession of the Premises and recites such other facts concerning any provision
of the Lease or payments mae under the Lease which Landlord or a mortgagee or
lender or a purchaser or prospective purchaser of the Building or any interest
therein or any other party may from time to time reasonably request.
-24-
8.3 NOTICE
------
Any notice, approval, consent and other like communication hereunder from
Landlord to Tenant or from Tenant to Landlord shall be effective only if given
in writing and shall be deemed duly served if and when hand delivered or if and
when mailed prepaid certified mail (in either case, whether or not accepted for
delivery). Communications to Tenant shall be addressed to Tenant's Authorized
Representative at the Original Address of Tenant set forth in Section 1.1 prior
to the Term Commencement Date and thereafter at the Premises. Communications to
Landlord shall be addressed to the Address of Landlord set forth in Section 1.1.
Either party may from time to time designate other addresses within the
continental United States by notice to the other.
8.4 LANDLORD'S RIGHT TO CURE
------------------------
At any time and without notice, Landlord may, but need not, cure any
failure by Tenant to perform its obligations under this Lease. Whenever
Landlord chooses to do so, Tenant shall pay all costs and expenses incurred by
Landlord in curing any such failure, including, without limitation, reasonable
attorneys' fees and interest as provided in Section 7.6.
8.5 SUCCESSORS AND ASSIGNS
----------------------
This Lease and the covenants and conditions herein contained shall inure to
the benefit of and be binding upon Landlord, its successors and assigns, and
shall be binding upon Tenant, its successors and assigns, and shall inure to the
benefit of Tenant and only such Subtenants of Tenant as are permitted hereunder.
The term "Landlord" means the original Landlord named herein, its successors and
assigns. The term "Tenant" means the original Tenant named herein and its
permitted successors and assigns.
8.6 BROKERAGE
---------
Tenant warrants that it has had no dealings with any broker or agent in
connection with this Lease or any other space in the Hobbs Brook Office Park
except for any broker designated in Section 1.1. Tenant covenants to pay, hold
harmless and indemnify Landlord from and against any and all costs, expense, or
liability for any compensation, commissions and charges claimed by any broker or
agent other than any such broker designated in Section 1.1 with respect to this
Lease or the negotiation thereof arising from a breach of the foregoing
warranty. Landlord shall be responsible for payment of any brokerage commission
to any broker designated in Section 1.1.
8.7 WAIVER
------
The failure of Landlord or of Tenant to seek redress for violation of, or
to insist upon strict performance of, any
-25-
covenant or condition of this Lease, or, with respect to such failure of
Landlord, any of the Rules and Regulations referred to in Section 5.3, whether
heretofore or hereafter adopted by Landlord, shall not be deemed a waiver of
such violation nor prevent a subsequent act, which would have originally
constituted a violation, from having all the effect of an original violation,
nor shall the failure of Landlord to enforce any of said Rules and Regulations
against any other tenant of the Building be deemed a waiver of any such Rules or
Regulations. The receipt by Landlord of Fixed Rent or additional charges with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No provision of this Lease shall be deemed to have been
waived by Landlord, or by Tenant, unless such waiver be in writing signed by the
party to be charged. No consent or waiver, express or implied, by Landlord or
Tenant to or of any breach of any agreement or duty shall be construed as a
waiver or consent to or of any other breach of the same or any other agreement
or duty.
8.8 ACCORD AND SATISFACTION
-----------------------
No acceptance by Landlord of a lesser sum than the Fixed Rent and
additional charges then due shall be deemed to be other than on account of the
earliest installment of such rent and charges due, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
installment or pursue any other remedy provided in this Lease. The delivery of
keys to Landlord shall not operate as a termination of this Lease or a surrender
of the Premises.
8.9 REMEDIES CUMULATIVE
-------------------
The specific remedies to which Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
to which it may be lawfully entitled in case of any breach or threatened breach
by Tenant of any provisions of this Lease. In addition to the other remedies
provided in this Lease, Landlord shall be entitled to the restraint by
injunction of the violation or attempted or threatened violation of any of the
covenants or conditions of this Lease or to a decree compelling specific
performance of any such covenants or conditions.
8.10 PARTIAL INVALIDITY
------------------
If any term of this Lease, or the application thereof to any person or
circumstance, shall to any extent by invalid or unenforceable, the remainder of
this Lease, or the application of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Lease shall be valid and
-26-
enforceable to the fullest extent permitted by law.
8.11 WAIVERS OF SUBROGATION
----------------------
Any insurance carried by either party with respect to the premises or
property therein or occurrences thereon shall, if it can be so written without
additional premium or with an additional premium which the other party agrees to
pay, include a clause or endorsement denying to the insurer rights of
subrogation against the other party to the extent rights have been waived by the
insured hereunder prior to occurrence of injury or loss. Each party,
notwithstanding any provisions of this Lease to the contrary, hereby waives any
rights of recovery against the other for injury or loss due to hazards covered
by such insurance to the extent of the indemnification received thereunder.
8.12 ENTIRE AGREEMENT
----------------
This Lease contains all of the agreements between Landlord and Tenant with
respect to the Premises and supersedes all prior writings and dealings between
them with respect thereto.
8.13 NO AGREEMENT UNTIL SIGNED
-------------------------
The submission of this Lease or a summary of some or all of its provisions
for examination does not constitute a reservation of or option for the Premises
or an offer to lease and no legal obligations shall arise with respect to the
Premises or other matters herein until this Lease is executed and delivered by
Landlord and Tenant.
8.14 TENANT'S AUTHORIZED REPRESENTATIVE
----------------------------------
Tenant designates the person named from time to time as Tenant's Authorized
Representative to take all acts of Tenant hereunder. Landlord may rely on the
acts of such Authorized Representative without further inquiry or evidence of
authority. Tenant's Authorized Representative shall be the person so designated
in Section 1.1 and such successors as may be named from time to time by the then
current Tenant's Authorized Representative or by Tenant's president.
8.15 NOTICE OF LEASE
---------------
Landlord and Tenant agree not to record this Lease. Both parties will, at
the request of either, acknowledge and deliver a Notice of Lease and a Notice of
Termination of Lease Term, each in recordable form. Such notices shall contain
only the information required by law for recording and a description of Tenant's
expansion and extension option. Tenant hereby irrevocably appoints Landlord as
Tenant's attorney-in-fact (which appointment shall survive termination of the
Term) with full power of substitution to execute, acknowledge and deliver a
-27-
notice of termination of lease on Tenant's name if Tenant fails to do so within
10 days after request therefor.
8.16 TENANT AS BUSINESS ENTITY
-------------------------
If Tenant is a business entity, then the person or persons executing this
Lease on behalf of Tenant jointly and severally warrant and represent in their
corporate capacities that (a) Tenant is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such entity was
organized; (b) Tenant has the authority to own its property and to carry on its
business as contemplated under this Lease; (c) Tenant is in compliance with all
laws and orders of public authorities applicable to Tenant; (d) Tenant has duly
executed and delivered this lease; (e) the execution, delivery and performance
by Tenant of this Lease (i) are within the powers of Tenant, (ii) have been duly
authorized by all requisite action, (iii) will not violate any provisions of law
or any order of any court or agency of government, or any agreement or other
instrument to which Tenant is a party or by which it or any of its property is
bound, and (iv) will not result in the imposition of any lien or charge on any
of Tenant's property, except by the provisions of this Lease; and (v) the Lease
is a valid and binding obligation of Tenant in accordance with its terms.
Tenant, if a business entity, agrees that breach of the foregoing warrant and
representation shall at Landlord's election be a default under this Lease for
which there shall be no cure. This warranty and representation shall survive
the termination of the Term.
8.17 RELOCATION
----------
If the Premises contain 2,000 rentable square feet or less, Landlord
reserves the right to relocate the Premises to comparable space within the
Building by giving Tenant prior notice of such intention to relocate. If within
one month after receipt of such notice Tenant has not agreed with Landlord on
the space to which the Premises are to be relocated, the timing of such
relocation and the terms of such relocation, then Landlord shall have the option
either to withdraw its relocation notice or to terminate this Lease on a date
which is at least 60 days after the date of the original notice (such date to
take effect as though the Lease had then expired).
If Landlord and Tenant do so agree on relocation, then, effective on the
date of such relocation, this Lease shall be amended by deleting the description
of the original Premises and the Rentable Floor Area of Premises set forth in
Section 1.1 and substituting therefor information relating to such relocation
space. Landlord agrees to pay the reasonable cost of moving Tenant to such
other space and finishing such space to a condition comparable to the then
condition of the Premises.
8.18 MISCELLANEOUS PROVISIONS
------------------------
-28-
This Lease may be executed in counterparts and shall constitute the
agreement of Landlord and Tenant whether or not their signatures appear in a
single copy hereof. This Lease shall be construed as a sealed instrument and
shall be governed exclusively by the provisions hereof and by the laws of The
Commonwealth of Massachusetts as the same may from time to time exist. The
titles are for convenience only and shall not be considered a part of the Lease.
Where the phrases "persons acting under Tenant" or "persons claiming under
Tenant" or similar phrases are sued, the persons including shall be all
employees, agents, independent contractors and invitees of Tenant or of any
Subtenant of Tenant. The enumeration of specific examples of or inclusions in a
general provision shall not be construed as a limitation of the general
provision. If Tenant is granted any extension option, expansion option or other
right or option, the exercise of such right or option (and notice thereof) must
be unconditional to be effective, time always being of the essence to the
exercise of such right or option; and if Tenant purports to condition the
exercise of any option or to vary its terms in any manner, then the option
granted shall be void and the purported exercise shall be ineffective. Unless
otherwise stated herein, any consent or approval required hereunder may be given
or withheld in the sole absolute discretion of the party whose consent or
approval is required. Nothing herein shall be construed as creating a
relationship between Landlord and Tenant of principal and agent, or of partners
or joint venturers or any relationship other than landlord and tenant. This
Lease and all consents, notices, approvals and all other documents relating
hereto may be reproduced by any party by photographic, microfilm, microfiche or
other reproduction process and the originals thereof may be destroyed; and each
party agrees that any reproductions shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not reproduction was made in the regular
course of business) and that any further reproduction of such reproduction shall
likewise be admissible in evidence. This Lease may be amended only by a writing
signed by all of the parties hereto.
ARTICLE IX
LANDLORD'S LIABILITY AND ASSIGNMENT FOR FINANCING
9.1 LANDLORD'S LIABILITY
--------------------
Tenant agrees from time to time to look only to Landlord's interest in the
Land and Building for satisfaction of any claim against Landlord hereunder or
under any other instrument related to the Lease (including any separate
agreements among the parties and any notices or certificates delivered by
Landlord) and not to any other property or assets of Landlord. If Landlord from
time to time transfers its interest in the Land and Building (or part thereof
which includes the Premises), then from and after each such transfer Tenant
shall look solely to the interests in the
-29-
Land and Building of each of Landlord's transferees for the performance of all
of the obligations of Landlord hereunder (or under any related instrument). The
obligations of Landlord shall not be binding on any partners (or trustees or
beneficiaries) of Landlord or of any successor, individually, but only upon
Landlord's or such successor's interest described above.
In no event shall Landlord ever be liable for any indirect or consequential
damages.
9.2 ASSIGNMENT OF RENTS
-------------------
If, at any time and from time to time, Landlord assigns this Lease or the
rents payable hereunder to the holder of any mortgage on the Building, or to any
other party for the purpose of securing financing (the holder of any such
mortgage and any other such financing party are referred to herein as the
"Financing Party"), whether such assignment is conditional in nature or
otherwise, the following provisions shall apply:
(i) Such assignment to the Financing Party shall not be deemed an
assumption by the Financing Party of any obligations of Landlord hereunder
unless such Financing Party shall, by written notice to Tenant, specifically
otherwise elect;
(ii) Except as provided in (i) above and (iii) below, the Financing
Party shall be treated as having assumed Landlord's obligations hereunder
(subject to Section 9.1) only upon foreclosure of its mortgage (or voluntary
conveyance by deed in lieu thereof) and the taking of possession of the Premises
from and after foreclosure and, with respect to obligations regarding return of
the security deposit, only upon receipt of the funds constituting such security
deposit;
(iii) Subject to Section 9.1, the Financing Party shall be
responsible for only such breaches under the Lease by Landlord which occur
during the period of ownership by the Financing Party after such foreclosure (or
voluntary conveyance by deed in lieu thereof) and taking of possession, as
aforesaid;
(iv) In the event Tenant alleges that Landlord is in default under
any of Landlord's obligations under this Lease, Tenant agrees to give the holder
of any mortgage, by registered mail, a copy of any notice of default which is
served upon the Landlord, provided that prior to such notice, Tenant has been
notified, in writing, (whether by way of notice of an assignment of lease,
request to execute an estoppel letter, or otherwise) of the address of any such
holder. Tenant further agrees that if Landlord shall have failed to cure such
default within the time provided by law or such additional time as may be
provided in such notice to Landlord, such holder shall have sixty (60) days
after the last date on which Landlord could have cured such default within which
such holder will be permitted to cure such default. If such default cannot be
cured within such sixty-day
-30-
period, then such holder shall have such additional time as may be necessary to
cure such default, if within such sixty day period such holder has commenced and
is diligently pursuing the remedies necessary to effect such cure (including,
but not limited to, commencement of foreclosure proceedings, if necessary, to
effect such cure), in which event Tenant shall have no right with respect to
such default while such remedies are being diligently pursued by such holder.
In all events, any liability of a Financing Party shall be limited to the
interest of such Financing Party in the Land and Building, and in no event shall
a Financing Party ever be liable for any indirect or consequential damages.
Tenant hereby agrees to enter into such agreements or instruments as may,
from time to time, be requested in confirmation of the foregoing.
ARTICLE X
SUBORDINATION AND NON-DISTURBANCE
This Lease shall be subject and subordinate to any mortgages that may now
or hereafter be placed upon the Building and/or the Land and to any and all
advances to be made under such mortgages and to the interest thereon, and all
renewals, extensions and consolidations thereof. Any mortgagee may elect to
give this Lease priority to its mortgage, except that the Lease shall not have
priority to (i) the prior rights to insurance proceeds and the disposition
thereof under the mortgage; (ii) the prior rights to condemnation awards and the
disposition thereof under the mortgage; and (iii) intervening liens. In the
event of such election and upon notification by such mortgagee, this Lease shall
be deemed prior in lien to the said mortgage. This Section shall be self-
operative, but in confirmation thereof, Tenant shall execute and deliver
whatever instruments may be required by the mortgagee (or mortgagees) to
acknowledge such subordination or priority in recordable form, and if Tenant
fails to do so within ten (10) days after demand, Tenant hereby irrevocably
appoints Landlord as Tenant's attorney-in-fact, in its name, place and stead to
do so.
ARTICLE XI
PARKING
11.1 GENERAL
-------
Landlord agrees to provide free of charge an automobile parking area during
the term of this Lease for the benefit and use of the customers and employees of
Tenant, and other tenants and occupants of the Building. Wherever the words
"automobile parking area" are used in this Lease, it is intended that the same
shall include, whether in a surface parking area or a
-31-
parking structure, the automobile parking stalls, driveways, entrances, exits,
sidewalks, landscaped areas, pedestrian passageways in conjunction therewith and
other areas designated for parking. Landlord shall keep the automobile parking
area neat, clean and in good repair, properly lighted and landscaped. Nothing
contained herein shall be deemed to create liability upon Landlord for any
damage to motor vehicles of customers or employees or from loss of property from
within such motor vehicles, unless caused by the negligence of Landlord, its
agents, servants and employees. Landlord shall have the right to establish and
enforce against all users of the automobile parking area, such reasonable rules
and regulations as may be deemed necessary and advisable for the proper and
efficient operation and maintenance of the automobile parking area, including
the hours during which the automobile parking area shall be open for use.
Landlord may establish for the automobile parking area, a system or systems
of charged validation or other operation including, but not limited to, a system
of charges against nonvalidated parking checks of users. Tenant shall comply
with such system, and all rules and regulations established by Landlord in
conjunction with such system, and shall cause its customers and employees to
comply therewith; provided, however, that such system and such rules and
regulations shall apply equally and without discrimination to all persons
entitled to the use of the automobile parking area.
Landlord shall at all times during the term hereof have the sole and
exclusive control of the automobile parking area, and may at any time during the
term hereof exclude and restrain any person from use thereof; excepting,
however, Tenant and its employees, bona fide customers, patrons and service
suppliers of Tenant and other tenants of Landlord who make use of said area in
accordance with any rules and regulations established by Landlord from time to
time with respect thereto. Landlord shall also have the right to designate
certain automobile parking areas as being for the exclusive use of one or more
of the Tenants of Landlord. The rights of Tenant referred to in this Article
shall at all times be subject to the rights of Landlord and the other tenants of
Landlord to use the same in common with Tenant, and it shall be the duty of
Tenant to keep all of said area free of any obstructions created or permitted by
Tenant or resulting from Tenant's operations and to permit the use of any of
said area only for normal parking and ingress and egress by said customers,
patrons and service suppliers to and from the Building.
Landlord shall at all times have the right and privilege of determining the
nature and extent of the automobile parking area, whether the same shall be
surface, underground or other structure, and of making such changes therein from
time to time which in its opinion are deemed to be desirable and for the best
interests of all persons using the automobile parking area. Landlord agrees
that it will not reduce the size of the
-32-
automobile parking area during the Lease Term.
11.2 EMPLOYEE PARKING
----------------
It is understood and agreed that the employees of Tenant and the other
tenants of Landlord within the Building shall not be permitted to park their
automobiles in the portions of the automobile parking area which may from time
to time be designated for patrons of the Building and that Landlord shall at all
times have the right to establish rules and regulations for employee parking.
11.3 PATRON PARKING
--------------
Landlord agrees to provide within the automobile parking area parking
spaces for the patrons of Tenant and other tenants in the Building in sufficient
number as from time to time Landlord shall deem appropriate.
11.4 OTHER PARKING USERS
-------------------
Landlord may authorize persons other than those described above, including
occupants of other buildings, to utilize said automobile parking area, provided
that such use does not interfere with Tenant's needs.
Executed to take effect as a sealed instrument.
Middlesex Mutual Building Trust
Landlord
By:________________________________
Agent for the Trustees
Credit Technologies, Inc.
Tenant
By:________________________________
-33-
TENANT STANDARD BUILD OUT
404 WYMAN STREET
Tenant Entries shall consist of 3'-0" x 7'-10" solid core oak veneer door in
- --------------
solid oak frame with tempered glass sidelight 2'-2" x 7'-10". For tenants
greater than 20,000 SF, Tenant Entries shall consist of one pair of 3'-0" x 7'-
10" solid core oak veneer doors in solid oak frames without sidelights.
Hardware shall consist of mortise lever lockset, 2 pair butts, closer,
silencers, floor stop, all satin stainless steel finish.
Tenant Interior Doors shall be 3'-0" x 7'-10" solid core oak veneer. Door
- ---------------------
frames shall be hollow metal frames. Hardware shall consist of 1-1/2 pair
butts, mortise lever handle hardware of which 20% locksets, 80% latchsets,
silencers and floor stop. Provide one door and frame and hardware set per 25
linear feet of interior partitions.
Tenant Interior Partitions (ceiling high) shall extend from floor slab to 6"
- -----------------------------------------
above the ceiling, shall be braced to the structural slab above, and shall be
constructed of 2 1/2 inch metal studs with one layer of 1/2 inch gypsum
wallboard on each side. All partitions shall have 4 inch high resilient vinyl
base on each side. Provide one linear foot of interior partition per 14 SF of
usable area.
Tenant Interior Partitions/Demising Walls (floor to structural deck above) shall
- --------------------------------------------------------------------------
be constructed of 2 1/2 inch metal studs with two layers of 1/2 inch gypsum
wallboard on one side, and one layer of 1/2 inch gypsum wallboard on the other
side. All partitions shall have 4 inch high resilient vinyl base on each side.
The vinyl base shall be selected from standard range of colors in the current
Johnsonite catalog. Provide one linear foot of interior partition per 100 SF
usable area.
Suspended Acoustical Ceilings shall be "Celotex Celotone Mineral Fiber Natural
- -----------------------------
Fissured Series Number MF-454, Product Code 42539", 24" x 24" x 3/4", with
reveal edges, and white factory finish classified by U.L. Inc. for flame spread
rating of 0-25 and labeled Class 25, Non-combustible, Fed. Spec. SS-S-118b,
tested ASTM 84, 0.60.070 NRC. Panels shall be coded to clearly indicate
direction of "mill-run". Suspension System shall be exposed grid "T" suspension
system and suspension members shall be finished white. Ceiling height shall be
8'-6".
Painting: All interior partitions shall receive two coats of semi-gloss latex
- --------
paint. All doors and frames shall receive two coats of polyurethane.
Carpet for all Tenant Areas: Carpet shall be Lees "Best Regards 11" installed
- ---------------------------
direct glue-down. Carpet shall be selected from
-34-
standard range of colors in the current catalog. Provide resilient base at both
sides of interior partitions.
Lighting: Provide one 2' x 4' parabolic fixture completely installed and
- --------
connected for each 100 SF of tenant area.
Single Pole Light Switches: Provide one for each 350 SF of tenant area. Cover
- --------------------------
plates shall be stainless steel, No. 4 finish. Switches shall be white.
Duplex Wall Receptacles: Provide one duplex wall receptacle for each 125 SF of
- -----------------------
tenant area. Cover plates shall be stainless steel, No. 4 finish. Receptacles
shall be white.
Emergency Exit Lighting and Exit Signs: Provide exist lighting in tenant areas
- --------------------------------------
as directed by Architect.
Fire Alarm Equipment: Provide corridor smoke detectors and fire alarm speaker-
- --------------------
lights as directed by architect.
Sprinklers: Provide complete sprinkling of tenant areas in conformance with
- ----------
code requirements, based on ordinary hazard occupancy.
Sprinkler Heads: Fully concealed, white cover plate. Provide one head per 160
- ---------------
SF of tenant area. Piping is sized to accommodate one head per 110 SF.
Centering of heads in the ceiling tile shall be an additional expense.
-35-
HOBBS BROOK OFFICE PARK - CLEANING SPECIFICATIONS
-------------------------------------------------
DAILY:
- -----
1. Sweep, dry mop, or vacuum all floor areas of resilient wood or carpet,
remove any gum and tar matter which has adhered to the floor.
2. Clean all stairwells and stairs as required by type.
3. Damp mop all non-resilient floors such as concrete, terrazzo and ceramic
tile.
4. Vacuum and spot clean all carpet areas.
5. Empty and damp wipe all ashtrays and waste baskets and remove all trash.
Replace plastic liners as needed.
6. All glass entrance doors and interior glass doors and hardware are to be
cleaned on both sides.
7. Dust all horizontal surfaces with treated dust cloth or feather duster,
including furniture, files, equipment, blinds, oak trim, convector covers
and louvers that can be reached without a ladder.
8. Brush all fabric covered chairs with a lint brush as needed.
9. Damp wipe all telephones, including dials and crevices as needed.
10. Spot wash to remove smudges, marks and fingerprints from such areas as
walls, equipment, doors, partitions and light switches within reach.
11. Wash water fountains, chalkboards, cafeteria tables and chairs.
12. Clean and vacuum freight and passenger elevator cabs and landing doors
including elevator door tracts.
RESTROOMS:
- ---------
13. Refill all soap, toilet, sanitary napkin and towel dispensers. Replace
plastic liners and waxed bags in sanitary disposal units.
14. Damp mop floors and wash baseboards using detergent disinfectant.
15. Clean mirrors, soap dispensers, shelves, wash basins, exposed plumbing,
dispenser and disposal container exteriors using detergent disinfectant and
water. Damp wife all
-1-
ledges, toilet stalls and doors. Spot clean light switches, doors and
walls.
16. Clean toilets and urinals with detergent disinfectant, beginning with seats
and working down. Pour one ounce of bowl cleaner into urinal after
cleaning and do not flush.
------------
WEEKLY:
- ------
1. Spot clean carpet stains.
2. Wash glass in display windows, building directory, entrance doors and
frames and show windows, both sides.
3. Spot wash interior partition glass and door glass to remove smudge marks.
MONTHLY:
- -------
1. Scrub and recondition resilient floor areas using buffable non-slip type
floor finish (product to be approved by building management).
2. Dust all ceiling and wall air supply and exhaust diffusers or grills.
3. Wash all interior glass, both sides.
QUARTERLY:
- ---------
1. High dust all horizontal and vertical surfaces not reached in nightly
cleaning such as: pipes, light fixtures, door frames, picture frames and
other wall hangings.
2. Vacuum/dust all open book shelves.
3. Wash and polish vertical terrazzo or marble surfaces.
4. Damp wash diffusers, vents, grills and other such items, including
surrounding wall or ceiling areas that are soiled.
SEMI-ANNUALLY:
- -------------
1. Vacuum drapes, blinds, cornices and wall hangings.
2. Dust all storage areas, including shelves and contents such as: supply and
stock closets and damp mop floor areas.
3. Strip and refinish all resilient floor areas using buffable non-slip floor
finish (product will be approved by building management).
-2-
ANNUALLY:
- --------
1. Wash light fixtures, including reflectors, globes, diffusers and trim.
2. Wash walls in corridors, lounges, classrooms, demonstration areas,
cafeterias and washrooms.
3. Clean all vertical surfaces not attended to in nightly, weekly, quarterly
or semi-annual cleaning.
-3-