EXHIBIT 10-34
COMMERCIAL LEASE
1. PARTIES:
CLEMATIS LLC, with a principal place of business at 411 Waverley Oaks
Road, Suite 340, Waltham, MA, 02452, LESSOR, which expression shall
include its heirs, successors, and assigns where the context so admits,
does hereby lease to INTERLEUKIN GENETICS, INC., 135 Beaver Street,
Waltham, MA, 02452, LESSEE, which expression shall include its
successors, executors, administrators, and assigns where the context so
admits, and the LESSEE hereby leases the following described premises:
2. LEASED PREMISES:
6,011 sq. ft. + / - on the third floor of 135 Beaver Street, Waltham,
MA, 02452, together with the right to use in common, with others
entitled thereto, the hallways, stairways, and elevators, necessary for
access to said Leased Premises, and lavatories nearest thereto. See
attached Exhibit A-1 and A-2 for layout of Administrative and
Laboratory spaces, respectively.
3. TERM:
The Term of this lease shall be for five years commencing on July 1,
2001 or upon substantial completion of build out required per Exhibit
A-1 and ending on June 30, 2006. If the Leased Premises are ready for
occupancy on a date other than July 1, 2001, the rent will be adjusted
on a daily prorated basis. The parties acknowledge that occupancy and
use of the laboratory space per Exhibit A-2 may be delayed due to
untimely availability of laboratory equipment. However, substantial
completion of administrative space shall constitute substantial
completion for purposes of LESSEE's obligations hereunder.
In the event substantial completion, per Exhibit A-1, does not occur by
August 1, 2001, LESSEE shall have right to cancel the Lease in which
event all deposits shall be returned to LESSEE.
4. RENT:
A. BASE RENT:
The LESSEE shall pay to the LESSOR Base Rent at the rate of $213,390.50
dollars per year, payable in advance in monthly installments of
$17,782.54.
B. ADDITIONAL RENT FOR AMORTIZATION:
The LESSEE shall pay to LESSOR, as Additional Rent, $4,249.41 per
month, which amortizes Tenant Improvements totaling an allowed
$200,000, over sixty months, at 10% interest.
C. FIRST MONTH RENT:
Upon the execution of this lease the LESSEE shall pay to the LESSOR the
first months rent in the amount of $22,031.95 ($17,782.54 plus
$4,249.41).
D. CHARGE FOR TENANT IMPROVEMENTS:
Prior to occupancy of the Premises LESSEE shall pay $12,098 to LESSOR
for Tenant Improvement charges in excess of the $200,000 allowance in
4.B. above.
E. LESSEE INSTALLED IMPROVEMENTS
LESSEE shall acquire and install at its convenience, two items listed
in the June 1, estimate of costs for Lab Furniture ($58,209.00) and BSC
4' ($8,345.00). Such installation shall be coordinated with the
LESSOR's project supervisor, to avoid interference with the LESSOR's
work schedule, hereunder.
5. SECURITY DEPOSIT:
Upon the execution of this lease, the LESSEE shall pay to the LESSOR
the amount of $96,520.24 dollars, which shall along with the $10,175.00
previously paid shall be held as a security for the LESSEE's
performance as herein provided and refunded to the LESSEE at the end
of this lease subject to the LESSEE's satisfactorily compliance with
the conditions hereof.
On the Lease anniversary date each year, the Security Deposit, totaling
$106,695.24, shall be credited to the subsequent month's rent at the
rate of $21,339.05 per month.
The Security Deposit will earn 3% simple interest, payable annually to
the LESSEE.
6. RENT ADJUSTMENT:
A. TAX ESCALATION: If any tax year commencing with the fiscal year end
6/03, the real estate taxes on the land and buildings, of which the
leased premises are a part, are in excess of the amount of the real
estate taxes thereon for the fiscal year end 6/02 (hereinafter called
the "Base Year"), LESSEE will pay to LESSOR as additional rent
hereunder, when and as designated by notice in writing by LESSOR, 6.3
percent of such excess that may occur in each year of the term of this
lease or any extension or renewal thereof and proportionately for any
part of a fiscal year. If the LESSOR obtains an abatement of any such
excess real estate tax, a proportionate share of such abatement, less
the reasonable fees and costs incurred in obtaining the same, if any,
shall be refunded to the LESSEE.
B. OPERATING COST ESCALATION: The LESSEE shall pay to the LESSOR as
additional rent hereunder when and as designated by notice in writing
by LESSOR, 6.3 percent of any increase in operating expenses over
those incurred during the calendar year 2001. Operating expenses are
defined for the purposes of this agreement as:
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See Attached Appendicies.
This increase shall be prorated should this lease be in effect with
respect to only a portion of any calendar year.
7. UTILITIES:
The LESSEE shall pay, as they become due, all bills for electricity and
other utilities (whether they are used for furnishing heat or other
purposes) that are furnished to the leased premises. The LESSOR agrees
to provide all other utility service and to furnish reasonably hot and
cold water and reasonable heat and air conditioning (except to the
extent that the same are furnished through separately metered utilities
or separate fuel tanks as set forth above) to the leased premises, the
hallways and stairways during normal business hours on regular business
days of the heating and air conditioning seasons of each year, to
furnish elevator service and to light passageways and stairways during
business hours, and to furnish such cleaning service as is customary in
similar buildings in said city or town, all subject to interruption due
to any accident, to the making of repairs, alterations, or
improvements, to labor difficulties, to trouble in obtaining fuel,
electricity, service, or supplies from the sources from which they are
usually obtained for said building, or to any cause beyond the LESSOR's
control. If the leased premises are not separately metered for Tenant
electric (lights and plugs), Lessee will pay in monthly installments,
as additional rent to Lessor, at the annual rate of $1.25 per rentable
sq. ft. per year for Tenant electricity charges.
LESSOR shall have no obligation to provide utilities or equipment other
than the utilities and equipment within the premises as of the
commencement date of this lease. In the event LESSEE requires
additional utilities or equipment, the installation and maintenance
thereof shall be the LESSEE's sole obligation, provided that such
installation shall be subject to the written consent of the LESSOR.
8. USE OF LEASED PREMISES:
The LESSEE shall use the leased premises only for the purpose of
general office, research and clinical lab, and administrative use. The
LESSEE uses will comply with Section 3.251 of the Zoning Ordinances of
the City of Waltham which provides that "Research laboratory uses and
structures shall comply with all applicable requirements of the General
Ordinances of the City of Waltham and such regulations as are
promulgated thereunder."
9. COMPLIANCE WITH LAWS: The LESSEE acknowledges that no trade or
occupation shall be conducted in the leased premises or use made
thereof which will be unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law or ordinance in force in
the city or town in which the premises are situated.
10. FIRE INSURANCE: The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance on the property of
which the leased premises are a part, or
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on the contents of said property or which shall be contrary to any law
or regulation from time to time established by the New England Fire
Insurance Rating Association, or any similar body succeeding to its
powers. The LESSEE shall on demand reimburse the LESSOR, and all other
tenants, all extra insurance premiums caused by the LESSEE's use of
the premises.
11. MAINTENANCE:
A. LESSEE'S OBLIGATIONS: The LESSEE agrees to maintain the leased
premises in good condition, damage by fire and other casualty only
excepted, and whenever necessary, to replace plate glass and other
glass therein that is damaged by the negligence of the LESSEE or
invitees of the LESSEE, acknowledging that the leased premises are
now in good order and the glass whole. The LESSEE shall not permit
the leased premises to be overloaded, damaged, stripped or
defaced, nor suffer any waste. LESSEE shall obtain written consent
of LESSOR before erecting any sign on the exterior of the
Premises.
B. LESSOR'S OBLIGATIONS: The LESSOR agrees to maintain the structure of
the building of which the leased premises are a part in the same
condition as it is at the commencement of the term or as it may be put
in during the term of this lease, reasonable wear and tear, damage by
fire and other casualty only excepted, unless such maintenance is
required because of the LESSEE or those for whose conduct the LESSEE is
legally responsible.
12. ALTERATIONS - ADDITIONS:
A) The LESSEE shall not make structural alterations or additions to the
leased premises, but may make non-structural alterations provided the
LESSOR consents thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed alterations shall be
at LESSEE's expense and shall be in quality at least equal to the
present construction. LESSEE shall not permit any mechanics' liens, or
similar liens, to remain upon the leased premises for labor and
material furnished to LESSEE or claimed to have been furnished to
LESSEE in connection with work of any character performed or claimed to
have been performed at the direction of LESSEE and shall cause any such
lien to be released of record forthwith without cost to LESSOR. Any
alterations or improvements made by the LESSEE shall become the
property of the LESSOR at the termination of occupancy as provided
herein.
B) (i) LESSOR agrees to construct tenant improvements, in accordance
with the mutually agreeable floor plan as illustrated in Exhibit
A. (ii) The LESSOR agrees that upon LESSEE'S request, LESSOR shall
amortize the charges for the Tenant Improvements, up to a total of
$200,000.00, over the lease term at an annual carrying charge of
10%. LESSOR will Amend this Lease to incorporate the amortized
Tenant Improvements upon final pricing, and the LESSEE shall pay
monthly, as additional rent, the monthly amortized amount. (iii)
In the event the charges for Tenant Improvements exceed the
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$200,000.00 allowance, prior to occupancy LESSEE will pay the
excess to LESSOR. (iv) In the event that LESSOR identifies that
the charges for the requested Tenant Improvements will exceed the
Allowance, LESSOR will identify the excess to LESSEE for prior
review, and LESSEE shall, within five working days, accept the
charges or modify the plans to reduce the costs, (v) The LESSEE
may seek comparative estimates for the Tenant Improvements from a
competent third party. In that event and if LESSEE demonstrates
to LESSOR that the comparative estimate, was lower, but within
5% of the LESSOR's charge, LESSOR shall reduce LESSOR's charges
to the comparative estimate.
13. ASSIGNMENT - SUBLEASING:
The LESSEE shall not assign or sublet the whole or any part of the
leased premises without LESSOR's prior written consent, which consent
shall not to be unreasonably withheld, and upon LESSOR's determination
that the assignee or sublessee is of equal or greater financial
competence and will make similar or acceptable use of the Premises.
Notwithstanding such consent, LESSEE shall remain liable to LESSOR for
the payment of all rent and for the full performance of the covenants
and conditions of this lease. See Addendum.
14. SUBORDINATION:
This lease shall be subject and subordinate to any and all mortgages,
deeds of trust and other instruments in the nature of a mortgage, now
or at any time hereafter, a lien or liens on the property of which the
leased premises are a part and the LESSEE shall, when requested,
promptly execute and deliver such written instruments as shall be
necessary to show the subordination of this lease to said mortgages,
deeds of trust or other such instruments in the nature of a mortgage.
15. LESSOR'S ACCESS:
The LESSOR or agents of the LESSOR may, at reasonable times, enter to
view the leased premises and may remove placards and signs not approved
and affixed as herein provided, and make repairs and alterations as
LESSOR should elect to do and may show the leased premises to others,
and at any time within three (3) months before the expiration of the
term, may affix to any suitable part of the leased premises a notice
for letting or selling the leased premises or property of which the
leased premises are a part and keep the same so affixed without
hindrance or molestation.
16. INDEMNIFICATION AND LIABILITY:
The LESSEE shall save the LESSOR harmless from all loss and damage
occasioned by the use or escape of water or by the bursting of pipes
due to the negligence of the LESSEE or the invitees of the LESSEE, as
well as from any claim or damage resulting from neglect in not removing
snow and ice from the roof of the building or from the sidewalks
bordering upon the premises so leased, or by any nuisance made or
suffered on the leased premises,
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unless such loss is caused by the neglect of the LESSOR. The removal
of snow and ice from the sidewalks bordering upon the leased premises
shall be LESSOR's responsibility.
17. LESSEE'S LIABILITY INSURANCE:
The LESSEE shall maintain with respect to the leased premises and the
property of which the leased premises are a part comprehensive public
liability insurance in the amount of 1 MILLION CSL with property damage
insurance in limits of 1 MILLION CSL in responsible companies qualified
to do business in Massachusetts and in good standing therein insuring
the LESSOR and well as LESSEE against injury to persons or damage to
property as provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the commencement of the
term, and thereafter within thirty (30) days prior to the expiration of
any such policies. All such insurance certificates shall provide that
such policies shall not be canceled without at least ten (10) days
prior written notice to each assured named therein.
18. FIRE, CASUALTY - EMINENT DOMAIN:
Should a substantial portion of the leased premises, or of the property
of which they are a part be substantially damaged by fire or other
casualty, or be taken by eminent domain, the LESSOR may elect to
terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their intended use, a just
and proportionate abatement of rent shall be made, and the LESSEE may
elect to terminate this lease if;
(a) The LESSOR fails to give written notice within thirty (30)
days of intention to restore leased premises, or
(b) The LESSOR fails to restore the leased premises to a condition
substantially suitable for their intended use within ninety
(90) days of said fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights
which the LESSEE may have for damages or injury to the leased premises
for any taking by eminent domain, except for damage to the LESSEE's
fixtures, property or equipment.
19. DEFAULT AND BANKRUPTCY:
In the event that:
(a) The LESSEE shall default in the payment of any installment of
rent or other sum herein specified and such default shall
continue for ten (10) days after written notice thereof; or
(b) The LESSEE shall default in the observance or performance of
any other of the LESSEE's covenants, agreement, or obligations
hereunder and such default shall not be corrected within
thirty (30) days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent according
to law, or, if any assignment shall be made of LESSEE's
property for the benefit of creditors,
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then the LESSOR shall have the right thereafter, while such default
continues, to re-enter and take complete possession of the leased
premises, to declare the term of this lease ended, and remove the
LESSEE's effects, without prejudice to any remedies which might be
otherwise used for arrears of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and other payments which
the LESSOR may incur by reason of such termination during the residue
of the term. If the LESSEE shall default, after reasonable notice
thereof, in the observance or performance of any conditions or
covenants on LESSEE's part to be observed or performed under or by
virtue of any of the provisions in any article of this lease, the
LESSOR, without being under any obligation to do so and without thereby
waiving such default, may remedy such default for the account and at
the expense of the LESSEE. If the LESSOR makes any expenditures or
incurs any obligations for the payment of money in connection
therewith, including but not limited to, reasonable attorney's fees in
instituting, prosecuting or defending any action or proceeding, such
sums paid or obligations insured, with interest at the rate of 15 per
cent per annum and costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
20. NOTICE:
Any notice from the LESSOR to the LESSEE relating to the leased
premises or to the occupancy thereof, shall be deemed duly served, if
left at the leased premises addressed to the LESSEE, or if mailed to
the leased premises, registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSEE. Any notice from
the LESSEE to the LESSOR relating to the leased premises or to the
occupancy thereof, shall be deemed duly served, if mailed to the LESSOR
by registered or certified mail, return receipt requested, postage
prepaid, addressed to the LESSOR at such address as the LESSOR may from
time to time advise in writing. ALL rent notices shall be paid and sent
to the LESSOR at 411 Waverley Oaks Road, Suite 340, Waltham, MA 02452.
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21. SURRENDER:
The LESSEE shall at the expiration or other termination of this lease
remove all LESSEE's goods and effects from the leased premises,
(including, without hereby limiting the generality of the foregoing,
all signs and lettering affixed or painted by the LESSEE, either inside
or outside the leased premises). LESSEE shall deliver to the LESSOR the
leased premises and all keys, locks thereto, and other fixtures
connected therewith and all alterations and additions made to or upon
the leased premises, in good condition, damage by fire or other
casualty only excepted. In the event of the LESSEE's failure to remove
any of LESSEE's property from the premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage thereto, and
at the sole risk of LESSEE, to remove and store any of the property at
LESSEE's expense, or to retain same under LESSOR's control or to sell
at public or private sale, without notice any or all of the property
not so removed and to apply the net proceeds of such sale to the
payment of any sum due hereunder, or to destroy such property.
22. LATE FEES:
LESSEE agrees that because of actual damages for a late payment or a
dishonored check are difficult to fix or ascertain, but recognizing
that damage and injury result therefore, LESSEE agrees that if payments
of rent and other obligations are not received in hand by LESSOR five
(5) days after the date is due, LESSEE agrees to pay liquidated damages
of $100.00 plus 18% per annum on the delinquent amount from the due
date. The postmark on the payment, received plus two (2) days, shall be
conclusive evidence of whether the payment is delinquent. However,
LESSOR is not responsible for late deliveries by U.S. Mail. LESSEE
agrees to pay a liquidated damage of $25.00 for each dishonored check.
In the event that two or more of the LESSEE's checks are dishonored in
a 12 month period, the LESSOR, in addition to other Rights, shall have
the right to demand payment by Certified Check or Money Order.
23. OTHER PROVISIONS:
It is also understood and agreed that
- Attached Addendum, Appendices D, E, F and Exhibit G are part of
this Agreement.
- Attached Exhibit A-1 and A-2 constitute build out plans for
administrative and lab areas to be built out by LESSOR.
- Lessee shall have rights of first refusal on any contiguous
space on the third floor within the building, subject to any
prior existing rights already granted, if any.
- Lessor and Lessee agree that so long as the Lessee is not in
default under the existing lease for premises on the second
floor of the building and subject to the surrender provisions
of the existing lease, upon surrender of the second floor
premises and occupancy of the new leased premises by the
Lessee, the parties shall cancel the existing lease of 4,000
square feet on the second floor at 135 Beaver Street, Waltham,
MA.
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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
day of June, 2001.
Interleukin Genetics, Inc. Clematis LLC
- --------------------------------- --------------------------------
LESSEE LESSOR
Fenel Eloi, COO-CFO Duffy Bros. Management Company, Inc.
Manager
Norman J. Duffy, President.
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ADDENDUM
1. Lessee shall not change the color or appearance of the outside of the
leased premises.
2. Lessee shall not post signs on or about the premises but Lessee shall
be entitled to sign space on the premises where provided by Lessor in
common with other tenants in the building.
3. The parking spaces shall not be used for dead storage of vehicles or
other merchandise or material.
4. Lessee shall not keep or store any vehicles, containers, merchandise
or refuse outside the leased building space.
5. Lessee shall be responsible to dispose of Lessee's own trash and
refuse except for normal wastebasket trash.
6. If upon request for consent to assign or sublease and Lessor desires to
resume possession of the premises, Lessor may refuse consent. In that
event Lessee may then withdraw the request or elect that this lease
shall terminate at a mutually agreed date and the parties hereby agree
to mutually release each other from rights and obligations of this
agreement as if the term of the agreement had expired at the mutually
agreed date.
7. Lessee may maintain the insurance required to be carried by Lessee
under blanket policy of insurance insuring Lessee and other companies
affiliated with Lessee.
8. Lessor during the term shall maintain with a responsible insurance
company or companies an all risk fire insurance policy with extended
coverage insuring the property containing the premises against loss or
damage caused by fire and other occurrence in an amount equal to the
full replacement cost of the building.
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LEASE AGREEMENT
APPENDIX D
BUILDING RULES AND REGULATIONS
1. Every reference herein to "Lessor's consent" means "prior written
consent of the Lessor in each instance." No such consent shall be
unreasonably delayed or withheld.
2. The sidewalk, entry, passages, elevator, and stairways shall not be
obstructed by the Lessee's and shall not be used by them for any other
purpose than for ingress and egress to and from their respective
premises.
3. The floors and windows that receive or admit light into passageways, or
into any place in said building, shall not be obstructed by any Lessee.
The elevators, water closets, and other water apparatus shall not be
used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags, ashes or unsuitable substances, shall
be added to them.
4. No sign advertisement, or notice shall be placed on any part of the
outside or inside of the building except of such color, size, and
style, and in such places upon or in the building as shall be first
authorized by the Lessor in writing. The Lessor shall have the right to
prohibit any sign or other advertising on the building premises by any
Lessee which in the reasonable judgment of the Lessor tends to impair
the reputation of the building or its desirability as a building for
offices or for financial, professional, or other businesses, and upon
written notice from the Lessor the Lessee shall discontinue such sign
or other advertising. The Lessor will place in the main hall a tablet
containing the names of the tenants and the floors where their
respective offices are located. Any changes, alterations or additions
to such tablet when required, will be made for a Lessee by the Lessor
at the cost of said Lessee. No window shades, awnings, or fixtures
shall be installed or used by a Lessee without Lessor's consent.
5. No auction sales shall be conducted in the building without the
Lessor's consent.
6. No Lessee shall smoke tobacco in any of the elevators. Each Lessee
shall within 5 days after written notification by Lessor, institute all
reasonable measures within its powers to prevent its employees or
business invitees from engaging in unreasonably noisy, offensive or
disruptive activities in or around the building.
7. The Lessee shall not at any time exceed floor capacity as set forth in
paragraph 11 of the lease. All damage done to the building by taking in
or out a safe or other heavy or bulky object, or during the time it is
in or on the premises, shall be repaired at the expense of the
responsible Lessee. Each Lessee is required to notify and arrange with
the building superintendent when safes furniture, or like property are
to be taken into or out of the building. No freight, furniture, or
bulky package or matter of any description shall be carried on the
elevators except as shall not by their size, weight or nature, damage
the elevators and which shall be loaded and carried only with
appropriate protective measures, and which elevating shall not inhibit
or restrict normal pedestrian traffic.
8. No Lessee may change any locks without the Lessor's consent.
9. No Lessee shall use any method of heating or cooling other than that
provided by the Lessor, without the Lessor's consent.
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10. Each Lessee shall keep the premises in a good state of cleanliness, and
for such purposes shall, during the continuance of the lease, make use
of the services of the janitor of the building unless other
arrangements have been approved by Lessor in writing, and no tenant
shall employ any person or persons other than the janitor of the
building for the purpose of cleaning, or of taking charge of the
premises unless other arrangements have been approved by Lessor in
writing. Each Lessee agrees that the Lessor shall be in no way
responsible to any Lessee for any loss of property from the premises,
however occurring, or for any damage done to the Lessee's furniture or
other effects by the janitor or any of his employees, unless Lessee
shall establish gross negligence or willful wrongdoing by such person
or persons.
11. Nothing shall be thrown out of the windows or doors or down the
passages or light shafts or upon the skylights of the building or upon
or into any heating or ventilating register or plumbing apparatus of
the building, or be placed or left upon any outside windowsill, fire
escape or other projection of the building.
12. No animals shall be kept in or about the building.
13. No Lessee will introduce or admit into the building any telephone or
telegraph wire or any other means of external communication without the
Lessor's consent, other than by connection to outlets provided by the
Lessor, and the Lessor reserves the right to rescind such consent at
any time, in which case the Lessee agrees to remove any such wire or
means, provided, that Lessor shall not restrict Lessee's means of
external communication in any manner which unreasonably interferes with
the operation of Lessee's business.
14. No machine or machinery of any kind other than a typewriter and
standard office equipment, shall be operated on or in the building,
without the Lessor's consent which consent shall not be unreasonably
withheld.
15. All complaints by a Lessee shall be made in writing to the Lessor. Each
tenant shall give to the Lessor's building superintendent prompt
written notice of any damage known to Lessee or defect in pipes, wires,
appliances, or fixtures in or about the premises and of any damage to
any part of the premises.
16. Lessee shall not be permitted to use or keep in the building any
kerosene, burning fluid, or other illuminating material or inflammable
or explosive substance or materials, except as customary in office or
computer facilities with the Lessor's consent; any such fluids kept on
the premises to be stored in accordance with state and local fire
regulations.
17. No Lessee shall use or permit any room or portion thereof to be used by
anyone, for the purpose of lodging or sleeping therein. This is not
construed to prevent children from sleeping while at Lessee's facility
during business hours.
18. The Lessor reserves the right to rescind any of these rules and to make
such other and further reasonable and uniform rules and regulations as
in its reasonable judgment may from time to time be needful for the
safety, care, and cleanliness of the building and property, and for the
preservation of good order therein; such other and further rules,
however, not be inconsistent with the proper and rightful enjoyment by
the Lessee under the within lease of the premises.
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LEASE AGREEMENT
APPENDIX E
LEGAL DESCRIPTION OF PREMISES ON WHICH
LEASED PREMISES ARE LOCATED
135 BEAVER STREET
A certain parcel of land in Waltham, Middlesex County, Massachusetts, situated
on the southerly side of Waverley Oaks Road and the easterly side of Beaver
Street, shown as Lot B on Plan of Land in Waltham, Mass. for Shell Oil Co.,
dated November 3, 1983, by United Surveyors & Engrs., Braintree, Mass., being
more particularly described as follows:
Beginning at a point on the southerly side line of Waverley Oaks Road said point
being 195.00 feet easterly of a point of curvature;
Thence North 51 degrees 38 minutes 25 seconds East 455.22 feet to a point;
Thence South 38 degrees 21 minutes 35 seconds East 145.21 feet to a point;
Thence South 51 degrees 38 minutes 25 seconds West 61.88 feet to a point;
Thence South 38 degrees 21 minutes 35 seconds East 7.70 feet to a point;
Thence South 51 degrees 38 minutes 25 seconds West 43.70 feet to a point;
Thence North 38 degrees 21 minutes 35 seconds West 7.70 feet to a point;
Thence South 51 degrees 38 minutes 25 seconds West 218.67 feet to a point;
Thence South 38 degrees 05 minutes 10 seconds East 380.56 feet to a point;
Thence South 47 degrees 29 minutes 30 seconds West 18.44 feet to a point;
Thence by a curve to the right of 558.01 feet radius a length of 72.43 feet;
Thence South 73 degrees 15 minutes 27 seconds West 134.01 feet to a point;
Thence North 64 degrees 51 minutes 20 seconds West 144 feet to a point;
Thence by Beaver Street North 55 degrees 54 minutes 20 seconds West 292.60 feet
to a point;
Thence North 31 degrees 12 minutes 09 seconds East 145.00 feet to a point;
Thence North 23 degrees 28 minutes 09 seconds West 152.48 feet to a point of
beginning;
Containing 162,327 square feet; said parcel is part of a 10.09 acre parcel
conveyed to Grantor by Deed dated May 15, 1947 and recorded with Middlesex South
District Registry of Deeds in Book 7132, Page 196.
Together with all rights, privileges and appurtenances thereto and all buildings
and land improvements thereon; but subject to all easements, rights of way,
reservations, restrictions and encumbrances of record, to any existing
tenancies, to all zoning laws and ordinances, and to any state of facts an
accurate survey or inspection of the premises would show.
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LEASE AGREEMENT
APPENDIX F
BUILDING OPERATING EXPENSES
Operating Expenses shall consist by way of example of the following items of
building costs:
- Labor, materials, supplies and services for all maintenance and
cleaning of the building, its machinery and other personal property,
and for maintenance, cleaning, snow removal and landscape care on the
exterior of premises.
- General supervisory and administrative expenses and management fees,
on site, and properly allocable to the premises.
- Waste disposal
- License, inspection and permit fees
- Heat, air conditioning and ventilation for the building and lighting
and power for common areas.
- Janitorial and cleaning services
- Maintenance, repair and service contracts
- Security expenses including watchmen, guards and security services
- Insurance including fire, casualty, general liability, property
damage, etc.
- Legal, accounting and professional fees applicable to the premises
- Reserves for capital replacement and improvements, up to 2% of the
replacement value of capital equipment, as re-determined from time to
time. However, expenditures for such capital replacements and
improvements are specifically excluded.
- Water, sewer and general utility charges
Note: Interest and amortization of mortgage debts of Lessor are specifically
excluded from building operating expenses.
Charges for services provided by parties related to Lessor shall not
exceed the prevailing rates charged by outside parties for those goods
and services.
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LEASE AGREEMENT
APPENDIX G
CLEANING SCHEDULE
NIGHTLY Between the hours of 5:00 p.m. and 6:00 a.m. Monday through Friday,
Legal Holidays excepted
1. Clean Lavatories as follows:
(a) Sweep and wash floors, using a disinfectant in wash water.
(b) Wash and polish all mirrors, powder shelves, bright work,
and enamel surfaces.
(c) Thoroughly scour, wash and disinfect all basins, bowls, and
urinals.
(d) Wash and disinfect all toilet seats, both sides.
(e) Wash all partitions, tile walls, towel, paper, and sanitary
napkin dispensers, and receptacles, as required.
(f) Empty and clean paper towel and sanitary disposal receptacles.
(g) Fill toilet tissue holders, soap dispensers and towel
dispensers, materials to be furnished by lessor.
2. Empty and clean all waste receptacles, ashtrays and sand urns
3. Wash clean and disinfect all water fountains and water coolers.
4. Remove rubbish and trash from Lessee's premises resulting from business
office use, but this shall not include manufacturing or product
packaging materials, the removal of which is Tenant's responsibility.
5. Vacuum Lessee's carpeted areas as needed.
6. Damp mop floors in entrance foyers, elevator lobbies, and public
corridors if applicable.
7. Wet sponge wipe table tops in Lessee's employee lounge, including
cleaning of any spills, if applicable.
8. Keep sidewalks, and parking area clean and rubbish free.
WEEKLY
1. Damp mop all uncarpeted areas.
2. Keep lawn and landscaping properly maintained, if applicable.
MONTHLY
1. Clean air conditioning grilles and filters as required.
ANNUALLY
1. Wash all windows inside and out.
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NOTE:
Lab areas and specialized sections to be omitted.
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