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EXHIBIT 10.11
DATE OF LEASE EXECUTION: March 6, 1998
ARTICLE I
REFERENCE DATA
1.1 SUBJECTS REFERRED TO:
Each reference in this Lease to any of the following subjects shall
be construed to incorporate the data stated for that subject in this Section
1.1:
LANDLORD: CambridgePark Two Limited Partnership
MANAGING AGENT: Spaulding and Slye Services Limited Partnership
LANDLORD'S & MANAGING AGENT'S ADDRESS:
Spaulding and Slye Services Limited Partnership
125 CambridgePark Drive
Cambridge, MA 02140
TENANT: OneSource Information Services, Inc., a corporation organized under
the laws of the State of Delaware.
TENANT'S ADDRESS (FOR NOTICE AND BILLING):
OneSource Information Services, Inc.
150 CambridgePark Drive
Cambridge, MA 02140
Attn: Accounts Payable
PREMISES: The space located on the fifth (5th) floor of the Building as shown on
Exhibit B.
RENTABLE FLOOR AREA OF THE PREMISES: approximately 28,766 square feet
TOTAL RENTABLE FLOOR AREA OF THE BUILDING: approximately 252,180 square feet
TERM COMMENCEMENT DATE: July 1, 1998
LEASE TERM OR TERM: Commencing on the Term Commencement Date as defined in
Section 3.2 here of and continuing for twenty-one (21)
months thereafter, plus the partial month at the beginning
of the Term, if any, unless sooner terminated as provided
herein.
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ANNUAL RENT: (a) $30-50 per square foot of Rentable Floor Area of the
Premises, or $73,113.58 per calendar month, for the first
twelve (12) months of the Term, and (b) $31.00 per square
foot of Rentable Floor Area of the Premises, on $74,312.17
per calendar month, for the remainder of the Term, and
proportionally at such rate for any partial month (net of
Tenant's charges for electrical consumption in the
Premises).
BASE ANNUAL ELECTRICITY CHARGE: $1.00 per square foot of Rentable Floor Area of
the Premises
PERMITTED USES: Office Uses
COMMERCIAL GENERAL LIABILITY INSURANCE:
$1,000,000 bodily injury, property damage combined single
limit per occurrence, $2,000,000 annual aggregate.
BROKER: Spaulding and Slye Services Limited Partnership and McCall & Almy
TENANT'S PARKING ACCESS CARDS: 86
1.2 EXHIBITS.
The exhibits listed below in this section are incorporated in this
Lease by reference and are to be construed as part of this Lease:
EXHIBIT A Description of Lot
EXHIBIT B Plan showing Premises.
EXHIBIT C Landlord's Work Letter
EXHIBIT D Landlord's Services
EXHIBIT E Rules and Regulations
EXHIBIT F Building Standards
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ARTICLE II
PREMISES AND TERM
2.1 DESCRIPTION OF PREMISES.
Subject to and with the benefit of the provisions of this Lease,
Landlord hereby leases to Tenant, and Tenant leases from Landlord, Tenant's
Space in the Building, excluding exterior faces of exterior walls, the common
facilities area and building service fixtures and equipment serving exclusively
or in common other parts of the Building. Tenant's Space, with such exclusions,
is hereinafter referred to as the Premises.
Tenant shall have, as appurtenant to the Premises, the right to use
in common with others entitled thereto: (a) common walkways, driveways,
hallways, lobbies, ramps, loading docks and stairways located in the Building or
on the parcel on which the Building is located (the "Lot"), (b) building service
fixtures and equipment serving the Premises including elevators, (c) the parking
facility, if any, on a first-come, first-served basis in the location from time
to time designated by Landlord in the CambridgePark development, Tenant's use
not to exceed the number of Tenant's Parking Access Cards, and (d) if the
Premises include less than the entire Rentable Floor Area of any floor, the
common toilets in the central core area of such floor. Such rights shall be
always subject to the Rules and Regulations set forth in Exhibit E, attached
hereto and incorporated herein by reference, as the same may be amended by the
Landlord from time to time and such other reasonable Rules and Regulations from
time to time established by the Landlord by suitable notice to Tenant, and to
the right of the Landlord to designate and change from time to time such areas,
facilities, fixtures and equipment, provided that in all events substitutions
are substantially equivalent.
2.2 TERM.
To have and to hold for a period (the "Term") commencing on the Term
Commencement Date (as defined in Section 3.1 hereof) and continuing for the
Term, unless sooner terminated as provided herein. Notwithstanding the
foregoing, or any other provision hereof, either Landlord or Tenant may cause
this Lease to expire prior to the expiration of the Term set forth in Section
1.1 hereof by notice to the other setting forth the date of expiration of the
Term, which date shall not be sooner than nine (9) months after such notice (the
"Early Expiration Date"). In the event of such notice, the Term shall expire on
the Early Expiration Date with the same force and effect as though the Early
Expiration Date had been the date set forth herein for the expiration of the
Term. Without limitation of the foregoing, the provisions of Section 6.1.2 and
Section 6.1.16 shall be applicable to expiration of the Term on the Early
Expiration Date.
ARTICLE III
CONSTRUCTION
3.1 TERM COMMENCEMENT DATE.
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The Term of this Lease shall commence on, and the Term Commencement
Date shall be, the Term Commencement Date set forth in Section 1.1 hereof.
3.2 DELIVERY OF PREMISES.
Tenant acknowledges that Tenant has had an opportunity to inspect the
Premises. Except as set forth hereinafter, the Premises, shall be delivered to
Tenant As Is, Where Is with all faults and without representation, warranty or
guaranty of any kind by Landlord to Tenant. Landlord shall perform the work, if
any, identified in Exhibit C ("Landlord's Work").
3.3 (INTENTIONALLY OMITTED).
3.4 GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION.
All construction work required or permitted by this Lease, whether by
Landlord or by Tenant, shall be done in a good and workmanlike manner and in
compliance with all applicable laws and all lawful ordinances, regulations and
orders of governmental authority and insurers of the Building and the Lot.
Either party may inspect the work of the other at reasonable times and promptly
shall give notice of observed defects. Tenant acknowledges that the Building
will be undergoing substantial renovation during the Term of the Lease. Tenant
acknowledges that its quiet enjoyment and access to the Demised Premises during
the Term may be disturbed by the noise, dust, vibrations and other effects of
demolition in the Building, provided, however, that Landlord shall use
reasonable efforts to avoid undue interference with Tenant's use of the
Premises, including the institution of such reasonable measures as may be
practicable to mitigate any unreasonable noise and disruption to Tenant's
business.
3.5 ALTERATIONS AND ADDITIONS.
This Section 3.5 shall apply before and during the Term. Tenant shall
not make any alterations and additions to the Premises except in accordance with
plans and specifications first approved by Landlord. In no event shall any
alterations or additions be considered or approved by Landlord which (a) involve
or might affect any structural or exterior element of the Building or building
mechanical systems, including the common facilities of the Building, or (b) will
require unusual expense to readapt the Premises to normal office use on Lease
termination or increase the cost of construction or of insurance or taxes on the
Building or the Lot. All alterations and additions shall become a part of the
Premises, unless and until Landlord, at its option, shall specify the same for
removal at the time of approval pursuant to Section 6.1.2. All of Tenant's
alterations and additions and installation and delivery of telephone systems,
furnishings, and equipment shall be coordinated with any work being performed by
Landlord and shall be performed in such manner, and by such persons as shall
maintain harmonious labor relations and not cause any damage to the Building or
interference with Building construction or operation and, except for
installation of furnishings, equipment and telephone systems, and except as
otherwise expressly set forth herein, shall be performed by general contractors
first approved by Landlord. Before commencing any work Tenant shall: secure all
licenses and permits necessary therefor; deliver to Landlord a statement of the
names of all its contractors and
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subcontractors (the identity of which must have been previously approved by
Landlord as hereinabove contemplated) and the estimated cost of all labor and
material to be furnished by them; and cause each contractor to carry (i)
worker's compensation insurance in statutory amounts covering all the
contractor's and subcontractor's employees and (ii) comprehensive public
liability insurance with such limits as Landlord may reasonably require, but in
no event less than a combined single limit of $1,500,000 (all such insurance to
be written in companies approved by Landlord and insuring Landlord and Tenant as
well as the contractors), and to deliver to Landlord certificates of all such
insurance. Tenant agrees to pay promptly when due, and to defend and indemnify
Landlord from and against, the entire cost of any work done on the Premises by
Tenant, its agents, employees or independent contractors, and not to cause or
permit any liens for labor or materials performed or furnished in connection
therewith to attach to the Building or the Lot and immediately to discharge any
such liens which may so attach.
In connection with the installation of telecommunication equipment by
Tenant, such installation shall occur only in such locations and in such a
manner as approved in writing by the Landlord and none of such wires, ducts or
equipment shall be located in areas outside the Premises (provided, however,
that Tenant may install wires and cables in risers and ducts outside the
Premises which are in existence on the date of this Lease (collectively, "Risers
and Ducts") and for which there exists, in Landlord's sole discretion, adequate
space for Tenant's wires and cables). Telephone switches, antennae, electronic
distribution boxes and similar equipment shall only be located within the
Premises. Landlord shall not be liable for any loss, damage or interruption of
service related to such facilities. Landlord approves Tenant's existing
telecommunication lines and equipment to the extent located in the Premises or
in Risers and Ducts.
3.6 REPRESENTATIVES.
Each party authorizes the other to rely in connection with their
respective rights and obligations under this Article III upon approval and other
actions on the party's behalf by Landlord's Representative in the case of
Landlord or Tenant's Representative in the case of Tenant or by any person
designated in substitution or addition by notice to the other party.
ARTICLE IV
RENT
4.1 ANNUAL RENT.
Tenant agrees to pay rent to Landlord without any offset or reduction
whatever (except as made in accordance with the express provisions of this
Lease), the Annual Rent in equal monthly installments in advance on the first
day of each calendar month included in the Term after the Term Commencement
Date; and for any portion of a calendar month at the beginning or end of the
Term, at the proportionate rate payable for such portion, in advance.
4.2 (INTENTIONALLY OMITTED).
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4.3 (INTENTIONALLY OMITTED).
4.4 ELECTRICITY.
Tenant will be billed for electricity for Tenant's lights and outlet
consumption on a monthly basis based on an annual estimate of $1.00 per rentable
square foot. Should the actual average expense to Landlord per square foot for
Tenant's electricity be different, an additional charge or a credit will be made
at the end of each year's occupancy to be paid with or credited against the next
monthly charge for Tenant's electricity. Notwithstanding the foregoing, Landlord
reserves the right to assess Tenant's charge for electricity based on an
engineer's survey of Tenant's electrical usage conducted from time to time or on
the sub-metering of all or part of the Premises. Such charges for Tenant's
electricity shall be paid by Tenant as additional rent at the same time and in
the same manner as payments of Annual Rent.
Tenant covenants and agrees that its use of electric current shall
not exceed 4.0 watts per square foot of usable floor area and that its total
connected lighting load will not exceed the maximum load from time to time
permitted by applicable governmental regulations. In the event Tenant introduces
into the Premises personnel or equipment which overloads the capacity of the
Building's electrical system or in any other way interferes with the system's
ability to perform properly, supplementary systems including check meters may,
if and as needed, at Landlord's option, be provided by Landlord, at Tenant's
expense. Landlord shall not in any way be liable or responsible to Tenant for
any loss or damage or expense which Tenant may sustain or incur if, during the
Term of this Lease, either the quantity or character of electric current is
changed or electric current is no longer available or suitable for Tenant's
requirements due to a factor or cause beyond Landlord's control.
Landlord reserves the exclusive right to provide electric and other
utility service to the Building. Tenant may request permission from Landlord
(which consent may be withheld in its sole discretion) to arrange electric and
other utility service exclusively serving the Premises. Should such permission
be granted, however, such service shall be installed only in such locations and
in such manner as shall be specifically approved by Landlord in its sole
discretion, Tenant shall be responsible for restoration of any damage caused by
such installation and Tenant shall be responsible for removal of such
installations at the termination of this Lease. Landlord may limit Tenant's
choice of electrical or other utility providers in order to avoid proliferation
of such services to the Building or for any other reason. In no event, however,
shall Landlord be responsible for any damages or inconvenience caused by
interruption in or poor quality of electricity or other utility services
provided to the Building or the Premises unless such damages are caused by the
negligence of Landlord, its agents or employees.
4.5 CHANGE OF FISCAL YEAR.
Landlord shall have the right from time to time to change the periods
of accounting under Section 4.2 to any annual period other than a calendar year,
and upon any such change all items referred to in Section 4.2 shall be
appropriately apportioned. In all Landlord's Statements rendered under Section
4.2, amounts for periods partially within and partially without the
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accounting periods shall be appropriately apportioned, and any items which are
not determinable at the time of a Landlord's Statement shall be included therein
on the basis of Landlord's estimate, and with respect thereto Landlord shall
render promptly after determination a supplemental Landlord's Statement, and
appropriate adjustment shall be made according thereto. All Landlord's
Statements shall be prepared on an accrual basis of accounting.
4.6 PAYMENTS.
All payments of Annual Rent and additional rent shall be made to
Managing Agent, or to such other person as Landlord may from time to time
designate. If any installment of Annual Base Rent or additional rent or payments
due on account of leasehold improvements is paid more than 10 days after the due
date thereof, at Landlord's election, it shall bear interest at a rate equal to
the average prime commercial rate from time to time established by the three
largest national banks in Boston, Massachusetts plus 4% per annum from such due
date, which interest shall be immediately due and payable as further additional
rent.
ARTICLE V
LANDLORD'S COVENANTS
5.1 LANDLORD'S COVENANTS DURING THE TERM.
Landlord's covenants during the Term:
5.1.1 Building Services - To furnish during normal working hours
heat, air-conditioning, elevator service and hot and chilled water service and
after normal working hours on business days cleaning service as shown in Exhibit
D. "Normal working hours" shall mean the hours of 8:00 a.m. through 6:00 p.m.
Monday through Friday and the hours of 8:00 a.m. through 1:00 p.m. on Saturdays,
and no hours on legal holidays and Sundays; provided, however, that Tenant shall
have access to the Building 24 hours a day, 365 days a year, by means of a key
or other access device to the main lobby of the Building to be provided to
Tenant by Landlord. Tenant shall pay when due all amounts and charges for such
services during hours other than normal working hours and shall indemnify and
hold harmless Landlord from and against any and all claims, liabilities,
damages, losses, costs and expenses (including reasonable attorneys' fees) in
connection therewith. Landlord is not and shall not be required to furnish to
Tenant or any other occupant of the Premises telephone or other communication
service.
5.1.2 Additional Building Services - To furnish, through Landlord's
employees or, independent contractors, reasonable additional Building operation
services upon reasonable advance request of Tenant at equitable rates including
an administrative fee from time to time established by Landlord to be paid by
Tenant;
5.1.3 Repairs - Except as otherwise provided in Article VII, to make
such repairs to the roof, exterior walls, floor slabs, other structural
components and common facilities of the Building as may be necessary to keep
them in serviceable condition; and
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5.1.4 Tenant Directory - To include Tenant's name on the Tenant
directory maintained by Landlord in the main lobby of the Building and on the
floor of the Building on which the Premises are located, and to provide a
Building standard sign on or adjacent to the entrance door to the Premises.
5.1.5 Food Service - Landlord may provide, within the Building or
the office park in which the Building is located, a food service of a size,
type, location and serving capacity as Landlord shall deem suitable, in its sole
discretion. All losses incurred by Landlord in operating the food service
facility during any fiscal year and properly allocable to the Building (the
"Food Service Losses") shall be added to the Landlord's Annual Operating Costs
for the year in which such losses were incurred for the purpose of calculating
the Annual Operating Costs Escalation pursuant to Section 4.2. All profits
realized by the Landlord in operating the food service facility during any
fiscal year and properly allocable to the Building (the "Food Service Profits")
shall be credited against the Landlord's Annual Operating Costs for such year.
For the purposes of this Section 5.1.5, the Food Service Profits of Losses for
any year shall be calculated by deducting from the Gross Receipts of the Food
Service (as hereinafter defined) all Expenses of Operation (as hereinafter
defined). Gross Receipts of the Food Service as used herein are defined to mean
the total amount in dollars of the actual prices charged, in cash, for food and
beverages served or purchased at the facility, excluding sums collected for any
sales tax or excise tax. The Expenses of Operation of the food service shall
mean all expenses of operating the food service facility, including without
limitation, salaries, wages, employment taxes and fringe benefits, food service
administration costs, food costs, concessionaire's costs, operating costs,
equipment maintenance and repair costs, if any, plus an annual return to the
Landlord upon its investment in establishing the food service facility
(including without limitation the cost of furniture, equipment, furnishings, and
related mechanical systems) equal to fifteen percent (15%) of its investment or
$50,000, whichever is less.
If during any six-month period, the mathematical average of the
number of luncheon meals served by the food service facility per day is fewer
than 300, or the Food Service Losses incurred by the Landlord in operating the
food service facility during such six-month period exceed $25,000, then the
Landlord shall have the right and option, in its sole discretion, to take any
steps necessary to reduce or eliminate the losses (including without limitation,
modification or termination of the food service), unless one hundred percent
(100%) of the tenants occupying the Building agree that the Landlord's Annual
Operating Costs hereunder for the purpose of calculating the Annual Operating
Expense Escalation shall include one hundred percent (100%) of the Food Service
Losses, without limitation.
The terms of this Section 5.1.5 shall not apply to any restaurant or
other food service facility which leases space in the Building as a tenant and
is not owned, operated or controlled by Landlord.
Landlord reserves the right to approve Tenant's use of a food service
operator other than the Landlord's food service operator, if any. Such approval
will not be unreasonably withheld.
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5.1.6 Quiet Enjoyment - That Landlord has the right to make this
Lease and that Tenant on paying the rent and performing its obligations
hereunder shall peacefully and quietly have, hold and enjoy the Premises
throughout the Term without any manner of hindrance or molestation from Landlord
or anyone claiming under Landlord, subject however to all the terms and
provisions hereof.
5.2 INTERRUPTIONS.
Landlord shall not be liable to Tenant for any compensation or
reduction of rent by reason of inconvenience or annoyance, injury, death or for
loss of business arising from power or other utility losses or shortages, air
pollution or contamination, or from the necessity of Landlord's entering the
Premises for any of the purposes in this Lease authorized, or for repairing the
Premises or any portion of the Building or the Lot or for any interruption or
termination (by reason of any cause reasonably beyond Landlord's control,
including without limitation, loss of any applicable license or government
approval) of the food service provided by Landlord pursuant to Section 5.1.5. In
case Landlord is prevented or delayed from making any repairs, alterations or
improvements, or furnishing any service or performing any other covenant or duty
to be performed on Landlord's part, by reason of any cause beyond Landlord's
reasonable control, Landlord shall not be liable to Tenant therefor, nor, except
as expressly otherwise provided in Article VII, shall Tenant be entitled to any
abatement or reduction of rent by reason thereof, nor shall the same give rise
to a claim in Tenant's favor that such failure constitutes actual or
constructive total or partial, eviction from the Premises.
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. 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 inconvenience to Tenant by reason
thereof.
Landlord also reserves the right to institute such policies, programs
and measures as may be necessary, required or expedient for the conservation or
preservation of energy or energy services or as may be necessary or required to
comply with applicable codes, rules, regulations or standards.
ARTICLE VI
TENANT'S COVENANTS
6.1 TENANT'S COVENANTS DURING THE TERM.
Tenant covenants during the Term and such further time as Tenant
occupies any part of the Premises:
6.1.1 Tenant's Payments - To pay when due (a) all Annual Rent, (b)
all taxes which may be imposed on Tenant's personal property in the Premises
(including, without limitation,
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Tenant's fixtures and equipment) regardless to whomever assessed, (c) as
additional rent, Tenant's proportionate share of Annual Operating Costs, (d) all
charges by public utilities for electricity, telephone (including service
inspections therefor) and other services rendered to the Premises not otherwise
required hereunder to be furnished by Landlord without charge and not consumed
in connection with any services required to be furnished by Landlord without
charge, and (e) as additional rent, all charges to Landlord for services
rendered pursuant to Section 5.1.2 hereof.
6.12 Repairs and Yielding Up - Except as otherwise provided in
Article VII and Section 5.1.3, to keep the Premises in as good order, repair and
condition as the Premises were on the Term Commencement Date, reasonable wear
only excepted; and at the expiration or termination of this Lease peaceably to
yield up the Premises and all alterations and additions therein, including all
telephone and data wiring installed by or at the request of Tenant, in such
order, repair and condition, first removing all goods and effects of Tenant and
any alterations and additions, the removal of which is required by agreement or
specified to be removed by Landlord by notice to Tenant, and repairing all
damage caused by such removal and restoring the Premises and leaving them clean
and neat. Landlord agrees that the existing improvements in the Premises need
not be removed.
6.1.3 Occupancy and Use - Continuously from the Commencement Date,
to use and occupy the Premises only for the Permitted Uses; not to injure or
deface the Building or the Lot; to keep the Premises clean and in a neat and
orderly condition; and not to permit in the Premises any use thereof which is
improper, offensive, contrary to law or ordinances, or liable to create a
nuisance or to create an unsafe or hazardous condition, or to invalidate or
increase the premiums for any insurance on the Building or its contents or
liable to render necessary any alteration or addition to the Building; not to
dump, flush, or in any way introduce any Hazardous Materials or any other toxic
substances into the septic, sewage or other waste disposal system serving the
Premises, not to generate, store or dispose of Hazardous Materials in or on the
Premises, or the Lot or dispose of Hazardous Materials from the Premises to any
other location without the prior written consent of Landlord and then only in
compliance with the Resource Conservation and Recovery Act of 1976, as amended,
42 U.S.C. ss.ss.6901 et seq., and all other applicable laws, ordinances and
regulations; to notify Landlord of any incident which would require the filing
of a notice under applicable federal, state, or local law; not to use, store or
dispose of Hazardous Materials on the Premises without first submitting to
Landlord a list of all such Hazardous substances and all permits required
therefor and thereafter providing to Landlord on an annual basis Tenant's
certification that all such permits have been renewed with copies of such
renewed permits; and to comply with the orders and regulations of all
governmental authorities with respect to zoning, building, fire, health and
other codes, regulations, ordinances or laws applicable to the Premises. As used
herein, "Hazardous Materials" shall mean and include, but shall not be limited
to, any petroleum product and all hazardous or toxic substances or wastes
including any asbestos-containing materials, waste oils, solvents and
chlorinated oils, polychlorinated biphenyls (PCBs), or substances which are
included under or regulated by any federal, state or local law, rule or
regulation (whether now existing or hereafter enacted or promulgated, as they
may be amended from time to time) pertaining to the environment, contamination
or clean-up (all such laws, rules and regulations being referred to collectively
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the "Environmental Laws"), including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, 42
U.S.C. ss.ss.9601 and regulations adopted pursuant to said Act. Nothing herein
contained shall prohibit the use of cleaning solvents and other office supplies
normally and customarily used by office tenants, provided such use in compliance
with all applicable legal requirements and the other provisions hereof.
6.1.4 Rules and Regulations - To comply with the Rules and
Regulations set forth in Exhibit E and all other reasonable Rules and
Regulations hereafter made by Landlord, of which Tenant has been given notice,
for the care and use of the Building and the Lot and their facilities and
approaches, it being understood that Landlord shall not be liable to Tenant for
the failure of other tenants of the Building to conform to such Rules and
Regulations. Landlord agrees to apply such rules and regulations to the tenants
of the Building in a uniform and non-discriminatory manner.
6.1.5 Safety Appliances - To keep the Premises equipped with all
safety appliances required by law or ordinance or any other regulation of any
public authority because of any use made by Tenant and to procure all licenses
and permits so required because of such use and, if requested by Landlord, to do
any work so required because of such use, it being understood that the foregoing
provisions shall not be construed to broaden in any way Tenant's Permitted Uses.
6.1.6 Assignment and Subletting.
Not without the prior written consent of Landlord to assign,
mortgage, pledge, encumber, sell or transfer this Lease, in whole or in part, to
make any sublease, or to permit occupancy of the Premises or any part thereof by
anyone other than Tenant, voluntarily or by operation of law (it being
understood that in no event shall Landlord consent to any such assignment,
sublease or occupancy if the same is on terms more favorable to the successor
occupant than to the then occupant); as additional rent, to reimburse Landlord
promptly for reasonable legal and other expenses incurred by Landlord in
connection with any request by Tenant for consent to assignment or subletting;
no assignment or subletting shall affect the continuing primary liability of
Tenant (which, following assignment, shall be joint and several with the
assignee); no consent to any of the foregoing in a specific instance shall
operate as a waiver in any subsequent instance. Landlord's consent to any
proposed assignment or subletting is required both as to the terms and
conditions thereof, and as to the creditworthiness of the proposed assignee or
subtenant and the consistency of the proposed assignee's or subtenant's business
with other uses and tenants in the Building. In the event that any assignee or
subtenant pays to Tenant any amounts in excess of the Annual Rent and additional
rent then payable hereunder, or pro rata portion thereof on a square footage
basis for any portion of the Premises, Tenant shall promptly pay 100% of said
excess to Landlord as and when received by Tenant. If Tenant requests Landlord's
consent to assign this Lease or sublet more than 25% of the Premises, Landlord
shall have the option, exercisable by written notice to Tenant given within 10
days after receipt of such request, to terminate this Lease as of a date
specified in such notice which shall be not less than 30 or more than 60 days
after the date of such notice. Landlord may, in its sole discretion, withhold
consent to any proposed assignment or subletting to another tenant of the
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Building or an affiliate of such tenant or an entity (or affiliate of any
entity) with which Landlord was negotiating for space in the Building during the
preceding eighteen (18) months. The foregoing provisions shall not apply to any
assignment or sublease with a party controlling, controlled by or under common
control with Tenant, or to any entity acquiring all or substantially all of
Tenant's assets, provided such successor has a net worth which is at least equal
to that of Tenant immediately preceding such transaction.
If, at any time during the Term of this Lease, Tenant is:
(i) a corporation, limited liability company or a trust
(whether or not having shares of beneficial interest) and there shall occur any
material change in the identity of any of the persons then having power to
participate in the election or appointment of the directors, trustees or other
persons exercising like functions and managing the affairs of Tenant; or
(ii) a partnership or association or otherwise not a natural
person (and is not a corporation, limited liability company or a trust) and
there shall occur any change in the identity of any of the persons who then are
members of such partnership or association or who comprise Tenant;
Tenant shall so notify Landlord and Landlord may terminate this Lease by notice
to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment,
the credit of Tenant is thereby materially impaired. This paragraph shall not
apply if the initial Tenant named herein is a corporation and the outstanding
voting stock thereof is listed on a recognized securities exchange.
6.1.7 Indemnity - To defend, with counsel approved by Landlord, all
actions against Landlord, Managing Agent, any partner, member, trustee,
stockholder, officer, director, employee or beneficiary of Landlord or Managing
Agent, holders of mortgages secured by the Premises or the Building and Lot and
any other party having an interest in the Premises ("Indemnified Parties") with
respect to, and to pay, protect, indemnify and save harmless, to the extent
permitted by law, all Indemnified Parties from and against, any and all
liabilities, losses, damages, costs, expenses (including reasonable attorneys'
fees and expenses), causes of action, suits, claims, demands or judgments of any
nature arising from or related to (i) injury to or death of any person, or
damage to or loss of property, on the Premises or on adjoining sidewalks,
streets or ways, or connected with the use, condition or occupancy of any of the
foregoing unless caused by the negligence of Landlord or its servants or agents,
(ii) violation of this Lease, or (iii) any act, fault, omission, or other
misconduct of Tenant or its agents, employees, contractors, licensees,
sublessees or invitees or (iv) the use, generation, storage or disposal of
Hazardous Materials by Tenant or its agents, employees or invitees on the
Premises, the Building or Lot or any portion thereof or any surrounding area,
including, without limitation, any and all liabilities, losses, damages, costs,
expenses (including reasonable attorneys' fees and expenses), causes of action,
suits, claims, demands or judgments of any nature arising from or related to
removal or other remediation of any Hazardous Materials or precautions required
to protect against the release of Hazardous Materials by Tenant or its agents,
employees, contractors, licensees,
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sublessees or invitees into the environment to the extent required by any
Environmental Laws (as defined below).
6.1.8 Tenant's Insurance - To maintain (a) all risk property
insurance in amounts sufficient to fully cover Tenant's improvements and all
property in the Premises which is not owned by Landlord and (b) commercial
general liability insurance on the Premises, with Landlord named as an
additional insured, indemnifying Landlord and Tenant against all claims and
demands for (i) injury to or death of any person or damage to or loss of
property, on the Premises or adjoining walks, streets or ways, or connected with
the use, condition or occupancy of any of the foregoing unless caused by the
negligence of Landlord or its servants or agents, (ii) violation of this Lease,
or (iii) any act, fault or omission, or other misconduct of Tenant or its
agents, employees, contractors, licensees, sublessees or invitees, in amounts
which shall, at the beginning of the Term, be at least equal to the limits set
forth in Section 1.1, and from time to time during the Term, shall be for such
higher limits, if any, as are customarily carried in the area in which the
Premises are located on property similar to the Premises and used for similar
purposes, and shall be written on the "Occurrence Basis," and to furnish
Landlord with certificates thereof. Such insurance shall be effected under valid
and enforceable policies with insurers authorized to do business in
Massachusetts as stock or mutual companies that are rated in the current edition
of BEST'S KEY RATING GUIDE, PROPERTY AND CASUALTY as A and as Class VII or
higher. Such policies shall name Landlord and Tenant as the insureds as their
respective interests may appear. Not later than the first to occur of (a) the
Commencement Date or (b) the commencement of any activities by Tenant in or
about the Premises and thereafter not less than 30 days prior to the expiration
dates of the expiring policies theretofore furnished pursuant to this Section
6.1.8, Tenant shall deliver to Landlord certificates of insurance issued by the
insurers evidencing all such policies in form satisfactory to Landlord,
accompanied by evidence satisfactory to Landlord of payment of the first
installment of the premiums. Each such policy shall provide that it may not be
canceled and that its form, terms or conditions may not be changed without at
least 30 days' prior written notice to each insured named therein.
6.1.9 Tenant's Worker's Compensation Insurance - To keep all of
Tenant's employees working in the Premises covered by worker's compensation
insurance in statutory amounts and to furnish Landlord with certificates
thereof.
6.1.10 Landlord's Right of Entry - To permit Landlord and Landlord's
agents entry: to examine the Premises at reasonable times and, if Landlord shall
so elect, to make repairs or replacements; to remove, at Tenant's expense, any
changes, additions, signs, curtains, blinds, shades, awnings, aerials, or the
like not consented to in writing; and to show the Premises to prospective
tenants during the 12 months preceding expiration of the Term and to prospective
purchasers and mortgagees at all reasonable times. Except in case of emergency,
Landlord shall provide prior oral notice to Tenant prior to any such entry and
shall use reasonable efforts to avoid undue interference with Tenant's use or
occupancy of the Premises.
6.1.11 Loading - Not to place Tenant's Property, as defined in
Section 6.1.13, upon the Premises so as to exceed a rate of 50 pounds of live
load per square foot and not to move any safe, vault or other heavy equipment
in, about or out of the Premises except in such manner and
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at such times as Landlord shall in each instance approve; Tenant's business
machines and mechanical equipment which cause vibration or noise that may be
transmitted to the Building structure or to any other leased space in the
Building shall be placed and maintained by Tenant in settings of cork, rubber,
spring, or other types of vibration eliminators sufficient to eliminate such
vibration or noise.
6.1.12 Landlord's Costs - In case Landlord shall be made party to any
litigation commenced by or against Tenant or by or against any parties in
possession of the Premises or any part thereof claiming under Tenant, to pay, as
additional rent, all costs including, without implied limitation, reasonable
counsel fees incurred by or imposed upon Landlord in connection with such
litigation to the extent that Landlord prevails in such litigation and, as
additional rent, also to pay all such costs and fees incurred by Landlord,
including, without limitation, reasonable counsel fees, in connection with the
successful enforcement by Landlord of any obligations of Tenant under this
Lease.
6.1.13 Tenant's Property - All the furnishings, fixtures, equipment,
effects and property of every kind, nature and description of Tenant and of all
persons claiming by, through or under Tenant which, during the continuance of
this Lease or any occupancy of the Premises by Tenant or anyone claiming under
Tenant, may be on the Premises or elsewhere in the Building or on the Lot shall
be at the sole risk and hazard of Tenant, and if the whole or any part thereof
shall be destroyed or damaged by fire, 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 to be borne
by Landlord unless due to the gross negligence of Landlord.
6.1.14 Labor or Materialmen's Liens - To pay promptly when due the
entire cost of any work done on the Premises by Tenant, its agents, employees,
or independent contractors; not to cause or permit any liens for labor or
materials performed or furnished in connection therewith to attach to the
Premises; and immediately to discharge any such liens which may so attach.
6.1.15 Changes or Additions - Not to make any changes or additions to
the Premises without Landlord's prior written consent and only in accordance
with Article III hereto, provided that Tenant shall reimburse Landlord for all
costs reasonably incurred by Landlord in reviewing Tenant's proposed changes or
additions, and provided further that, in order to protect the functional
integrity of the Building, all changes and additions shall be performed by
contractors selected from a list of approved contractors prepared by Landlord
from time to time, or such other contractor approved by Landlord, such approval
not to be unreasonably withheld or delayed.
6.1.16 Holdover - To pay to Landlord 150% for the first sixty (60)
days of any holdover and 200% thereafter the total of the Annual Rent and all
additional rent then applicable for each month or portion thereof Tenant shall
retain possession of the Premises or any part thereof after the termination of
this Lease, whether by lapse of time or otherwise, and also to pay all damages
sustained by Landlord on account thereof; the provisions of this subsection
shall not operate as a waiver by Landlord of the right of reentry provided in
this Lease.
6.1.17 Security - To indemnify, and save Landlord harmless from any
claim for injury to person or damage to property asserted by any personnel,
employee, guest, invitee or agent of Tenant which is suffered or occurs in or
about the Premises or in or about the Building or the Lot by reason of the act
of any intruder or any other person in or about the Premises, the Building or
the Lot.
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ARTICLE VII
DAMAGE AND DESTRUCTION; CONDEMNATION
7.1 FIRE OR OTHER CASUALTY.
7.1.1 Subject to the provisions of Section 7.1.2 hereof, in the
event during the Term hereof the Premises shall be partially damaged (as
distinguished from "substantially damaged" as such term is hereinafter defined)
by fire, explosion, casualty or any other occurrence covered or as may be
required to be covered, as herein provided, by Landlord's insurance or by such
casualty plus required demolition, or by action taken to reduce the impact of
any such event, Landlord shall forthwith proceed to repair such damage and
restore the Premises, or so much thereof as was originally constructed or
delivered by Landlord to substantially its condition at the time of such fire,
explosion, casualty or occurrence, provided that Landlord shall not be obligated
to expend for such repair an amount in excess of the insurance proceeds
recovered as a result of such damage and, further provided that Tenant is not
then in default of any of its obligations under this Lease beyond any applicable
cure period. Landlord shall not be responsible for any delay which may result
from any cause beyond Landlord's reasonable control.
7.1.2 If, however, (i) the Premises should be damaged or destroyed
(a) by fire or other casualty (1) to the extent of 25% or more of the cost of
replacement, or (2) so that 25% or more of the principal area contained in the
Premises shall be rendered untenantable, or (b) by any casualty other than those
covered by insurance policies required to be maintained by Landlord under this
Lease (hereinafter "substantially damaged"), or (ii) the Premises shall be
damaged in whole or in part during the last year of the Term, or (iii) there
shall be damage to the Premises of a character as cannot reasonably be expected
to be repaired within 12 months from the date of casualty, or (iv) such
restoration involves the demolition of or repair of damage to 25% percent or
more of the Premises, or (v) applicable law requires the demolition of the
Building or forbids the rebuilding of the damaged portion of the Building, or
(vi) such restoration requires repairs in an amount in excess of the insurance
proceeds recovered or recoverable, or (vii) Landlord's mortgagee shall require
that the insurance proceeds from such damage or destruction be applied against
the principal balance due on any mortgage, Landlord may, at its option, either
terminate this Lease or elect to repair the Premises and Landlord shall notify
Tenant as to its election within 90 days after such fire or casualty. If
Landlord elects to terminate this Lease, the Term hereof shall end on the date
specified in the notice (which shall be the end of a calendar month and not
sooner than 30 days after such election was made). If Landlord does not elect to
terminate this Lease, then Landlord shall perform such repairs set forth in
Section 7.1.3 hereof and Tenant shall perform such repairs in the Building as
set forth in Section 7.1.4 hereof, and the Term shall continue without
interruption and this Lease shall remain in full force and effect.
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If Landlord has not elected to terminate this Lease and if there
shall be damage to the Premises of a character as cannot (in the reasonable
judgment of Landlord's engineer) reasonably be expected to be repaired within
twelve (12) months from the date of casualty, then Tenant may, at its option,
terminate this Lease provided that Tenant's election shall be made by notice to
Landlord within thirty (30) days of Landlord's delivery of the estimate of
Landlord's engineer as to the time period required for restoration.
7.1.3 If Landlord does not elect to terminate this Lease as provided
in Section 7.1.2 hereof and if Tenant is not then in default of any of its
obligations under the Lease beyond any applicable cure period provided for
herein, Landlord shall, provided any third party mortgagee of the Building makes
insurance proceeds available for restoration, reconstruct as much of the
Premises as was originally constructed by Landlord (it being understood by
Tenant that Landlord shall not be responsible for any reconstruction of
leasehold improvements other than those existing at the time of execution of
this Lease, which reconstruction is the sole responsibility of Tenant) to
substantially its condition at the time of such damage, but Landlord shall not
be responsible for any delays which may result from any cause beyond Landlord's
reasonable control.
7.1.4 If Landlord does not elect to terminate this Lease as provided
in Section 7.1.2 hereof; Tenant shall, at its own cost and expense, repair and
restore the Premises in accordance with the provisions of Section 6.1.15 hereof
to the extent not required to be repaired by Landlord pursuant to the provisions
of this Section 7.1, including, but not limited to, the repairing and/or
replacement of its merchandise, trade fixtures, furnishings and equipment in a
manner and to at least a condition equal to that prior to its damage or
destruction. Tenant agrees to commence the performance of its work when notified
by Landlord that the work to be performed by Tenant can, in accordance with good
construction practices, then be commenced and Tenant shall complete such work as
promptly thereafter as is practicable, but in no event more than 90 days
thereafter.
7.1.5 All proceeds payable from Landlord's insurance policies with
respect to the Premises shall belong to and shall be payable to Landlord. If
Landlord does not elect to terminate this Lease as provided in Section 7.1.2
hereof, Landlord shall disburse and apply so much of any insurance recovery as
shall be necessary against the cost to Landlord of restoration and rebuilding of
Landlord's work referred to in Section 7.1.3 hereof, subject to the prior rights
of any lessor under a ground or underlying lease covering the Building and/or
the holder of any mortgage liens against the Building.
7.1.6 In the event that the provisions of Section 7.1.1 or Section
7.1.2 shall become applicable, the Annual Rent and additional rent shall be
abated or reduced proportionately during any period in which, by reason of such
damage or destruction, there is substantial interference with the operation of
the business of Tenant in the Premises, having regard to the extent to which
Tenant may be required to discontinue its business in the Premises, and such
abatement or reduction shall continue for the period commencing with such
destruction or damage and ending with the completion by Landlord of such work of
repair and/or reconstruction as Landlord is obligated to do.
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7.2 EMINENT DOMAIN.
If, after the execution and before termination of this Lease, the
entire Premises shall be taken by eminent domain or destroyed by the action of
any public or quasi-public authority, or in the event of conveyance in lieu
thereof, the Term shall cease as of the day possession shall be taken by such
authority, and Tenant shall pay rent up to that date with a pro-rata refund by
Landlord of such rent and additional rent as shall have been paid in advance for
a period subsequent to the date of the taking of possession.
If less than 25% of the Premises shall be so taken or conveyed, this
Lease shall cease only with respect to the parts so taken or conveyed, as of the
day possession shall be taken, and Tenant shall pay rent up to that day, with an
appropriate refund by Landlord of such rent as may have been paid in advance for
a period subsequent to the date of the taking of possession, and thereafter the
Annual Rent shall be equitably adjusted. Pending agreement of such rental
adjustment, Tenant agrees to pay to Landlord the Annual Rent and additional rent
in effect immediately prior to the taking by eminent domain. Landlord shall at
its expense make all necessary repairs or alterations so as to constitute the
remaining premises a complete architectural unit.
If more than 25% of the Premises shall be so taken or conveyed, then
the Term shall cease only as respects the part so taken or conveyed, from the
day possession shall be taken, and Tenant shall pay rent to that date with an
appropriate refund by Landlord of such rent as may have been paid in advance for
a period subsequent to the date of the taking of possession, but either party
shall have the right to terminate this Lease upon notice to the other party in
writing within thirty (30) days after such taking of possession. If neither
party elects to terminate the Lease, all of the terms herein provided shall
continue in effect except that the Annual Rent shall be equitably adjusted, and
Landlord shall make all necessary repairs or alterations so as to constitute the
remaining premises a complete architectural unit.
All compensation awarded for any such taking or conveyance, whether
for the whole or a part of the Premises, shall be the property of Landlord,
whether such damages shall be awarded as compensation for diminution in the
value of the leasehold or of the fee of or underlying leasehold interest in the
Premises, and Tenant hereby assigns to Landlord all of Tenant's right, title and
interest in and to any and all such compensation; provided, however, that Tenant
shall be entitled to seek a separate award for Tenant's stock, trade fixtures
and relocation expense.
In the event of any taking of the Premises or any part thereof for
temporary use, this Lease shall be and remain unaffected thereby and rent shall
not abate.
ARTICLE VIII
RIGHTS OF MORTGAGEE
8.1 PRIORITY OF LEASE.
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This Lease is and shall continue to be subject and subordinate to any
presently existing mortgage or deed of trust of record covering the Lot or
Building or both (the "mortgaged premises"). The holder of any such presently
existing mortgage or deed of trust shall have the election to subordinate the
same to the rights and interests of Tenant under this Lease exercisable by
filing with the appropriate recording office a notice of such election,
whereupon the Tenant's rights and interests hereunder shall have priority over
such mortgage or deed of trust.
Unless the option provided for in the next following sentence shall
be exercised, this Lease shall be superior to and shall not be subordinate to,
any mortgage, deed of trust or other voluntary lien hereafter placed on the
mortgaged premises. The holder of any such mortgage, deed of trust or other
voluntary lien shall have the option to subordinate this Lease to the same,
provided that such holder enters into an agreement with Tenant by the terms of
which the holder will agree to recognize the rights of Tenant under this Lease
and to accept Tenant as tenant of the Premises under the terms and conditions of
this Lease in the event of acquisition of title by such holder through
foreclosure proceedings or otherwise and Tenant will agree to recognize the
holder of such mortgage as Landlord in such event, which agreement shall be made
to expressly bind and inure to the benefit of the successors and assigns of
Tenant and of the holder and upon anyone purchasing the mortgaged premises at
any foreclosure sale. Any such mortgage to which this Lease shall be
subordinated may contain such terms, provisions and conditions as the holder
deems usual or customary.
8.2 RIGHTS OF MORTGAGE HOLDERS; LIMITATION OF MORTGAGEE'S LIABILITY.
The word "mortgage" as used herein includes mortgages, deeds of trust
or other similar instruments evidencing other voluntary liens or encumbrances,
and modifications, consolidations, extensions, renewals, replacements and
substitutes thereof. The word "holder" shall mean a mortgagee, and any
subsequent holder or holders of a mortgage. Until the holder of a mortgage shall
enter and take possession of the Premises for the purpose of foreclosure, such
holder shall have only such rights of Landlord as are necessary to preserve the
integrity of this Lease as security. Upon entry and taking possession of the
Premises for the purpose of foreclosure, such holder shall have all the rights
of Landlord. Notwithstanding any other provision of this Lease to the contrary,
including without limitation Section 10.4, no such holder of a mortgage shall be
liable, either as mortgagee or as assignee, to perform, or be liable in damages
for failure to perform any of the obligations of Landlord unless and until such
holder shall enter and take possession of the Premises for the purpose of
foreclosure, and such holder shall not in any event be liable to perform or for
failure to perform the obligations of Landlord under Section 3.2. Upon entry for
the purpose of foreclosure, such holder shall be liable to perform all of the
obligations of Landlord (except for the obligations under Section 3.2), subject
to and with the benefit of the provisions of Section 10.4, provided that a
discontinuance of any foreclosure proceeding shall be deemed a conveyance under
said provisions to the owner of the equity of the Premises.
8.3 (INTENTIONALLY OMITTED).
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8.4 NO PREPAYMENT OR MODIFICATION, ETC.
Tenant shall not pay Annual Rent, additional rent, or any other
charge more than thirty (30) days prior to the due date thereof. No prepayment
of Annual Rent, additional rent or other charge, no assignment of this Lease and
no agreement to modify so as to reduce the rent, change the Term, or otherwise
materially change the rights of Landlord under this Lease, or to relieve Tenant
of any obligations or liability under this Lease, shall be valid unless
consented to in writing by Landlord's mortgagees of record, if any.
8.5 NO RELEASE OR TERMINATION.
No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees of record, if any, specifying the act or failure to act on
the part of Landlord which could or would give basis to Tenant's rights and (ii)
such mortgagees, after receipt of such notice, have failed or refused to correct
or cure the condition complained of within a reasonable time thereafter, but
nothing contained in this Section 8.5 shall be deemed to impose any obligation
on any such mortgagee to correct or cure any such condition. "Reasonable time"
as used above means and includes a reasonable time to obtain possession of the
mortgaged premises, if the mortgagee elects to do so, and a reasonable time to
correct or cure the condition if such condition is determined to exist.
8.6 CONTINUING OFFER.
The covenants and agreements contained in this Lease with respect to
the rights, powers and benefits of a mortgagee (particularly, without limitation
thereby, the covenants and agreements contained in this Article VIII) constitute
a continuing offer to any person, corporation or other entity, which by
accepting or requiring an assignment of this Lease or by entry or foreclosure
assumes the obligations herein set forth with respect to such mortgagee; such
mortgagee is hereby constituted a party to this Lease as an obligee hereunder to
the same extent as though its name were written hereon as such; and such
mortgagee shall be entitled to enforce such provisions in its own name. Tenant
agrees on request of Landlord to execute and deliver from time to time any
agreement which may reasonably be deemed necessary to implement the provisions
of this Article VIII.
ARTICLE IX
DEFAULT
9.1 EVENTS OF DEFAULT.
If any default by Tenant continues, in case of Annual Rent,
additional rent or any other monetary obligation to Landlord for more than 10
days after notice (provided, however, that if Tenant fails to timely pay any
monetary obligation twice in any twelve (12) month period, no
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notice shall thereafter be required with respect to a monetary default by
Tenant), or if Tenant fails to provide an estoppel certificate in accordance
with Section 10.10 hereof, or if any default by Tenant continues in any other
case for more than thirty (30) days after notice and such additional time, if
any, as is reasonably necessary to cure the default if the default is of such a
nature that it cannot reasonably be cured in thirty (30) days and Tenant
promptly commences to cure such default and diligently pursues such cure without
interruption to completion; or if Tenant becomes insolvent, fails to pay its
debts as they fall due, files a petition under any chapter of the U.S.
Bankruptcy Code, 11 U.S.C. 101 et seq., as it may be amended (or any similar
petition under any insolvency law of any jurisdiction); or if such petition is
filed against Tenant and not dismissed within ninety (90) days thereafter; or if
Tenant proposes any dissolution, liquidation, composition, financial
reorganization or recapitalization with creditors, makes an assignment or trust
mortgage for benefit of creditors, or if a receiver, trustee, custodian or
similar agent is appointed or takes possession with respect to any property of
Tenant; or if the leasehold hereby created is taken on execution or other
process of law in any action against Tenant; then, and in any such case,
Landlord and the agents and servants of Landlord may, in addition to and not in
derogation of any remedies for any preceding breach of covenant, immediately or
at any time thereafter while such default continues and without further notice,
at Landlord's election, do any one or more of the following: (1) give Tenant
written notice stating that the Lease is terminated, effective upon the giving
of such notice or upon a date stated in such notice, as Landlord may elect, in
which event the Lease shall be irrevocably extinguished and terminated as stated
in such notice without any further action, or (2) with or without process of
law, in a lawful manner enter and repossess the Premises as of Landlord's former
estate, and expel Tenant and those claiming through or under Tenant, and remove
its and their effects, without being guilty of trespass, in which event the
Lease shall be irrevocably extinguished and terminated at the time of such
entry, or (3) pursue any other rights or remedies permitted by law. Any such
termination of the Lease shall be without prejudice to any remedies which might
otherwise be used for arrears of rent or prior breach of covenant, and in the
event of such termination Tenant shall remain liable under this Lease as
hereinafter provided. Tenant hereby waives all statutory rights (including,
without limitation, rights of redemption, if any) to the extent such rights may
be lawfully waived, and Landlord, without notice to Tenant, may store Tenant's
effects and those of any person claiming through or under Tenant at the expense
and risk of Tenant and, if Landlord so elects, may sell such effects at public
auction or private sale and apply the net proceeds to the payment of all sums
due to Landlord from Tenant, if any, and pay over the balance, if any, to
Tenant.
9.2 TENANTS OBLIGATIONS AFTER TERMINATION.
In the event that this Lease is terminated under any of the
provisions contained in Section 9.1 or shall be otherwise terminated for breach
of any obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, (i) the present value as reasonably determined by Landlord of the
excess of the total rent reserved for the residue of the Term over the rental
value of the Premises for said residue of the Term and (ii) the unamortized
portion of the actual out-of-pocket costs and expenses incurred by Landlord for
fees and commissions paid to the Broker, amortized on a straight-line reduction
basis from 100% to 0% over the Term of the Lease set forth in Section 1.1
hereof. In calculating the rent reserved, there shall be included, in
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addition to the Annual Rent and all additional rent, the value of all other
consideration agreed to be paid or performed by Tenant for said residue. Tenant
further covenants as an additional and cumulative obligation after any such
ending to pay punctually to Landlord all the sums and perform all the
obligations which Tenant covenants in this Lease to pay and to perform in the
same manner and to the same extent and at the same time as if this Lease had not
been terminated. In calculating the amounts to be paid by Tenant under the next
foregoing covenant, Tenant shall be credited with any amount paid to Landlord as
compensation as provided in the first sentence of this Section 9.2 and also with
the net proceeds of any rents obtained by Landlord by reletting the Premises,
after deducting all Landlord's expenses in connection with such relenting,
including, without implied limitation, all Repossession costs, brokerage
commissions, fees for legal services and expenses of preparing the Premises for
such reletting, it being agreed by Tenant that Landlord may (i) relet the
Premises or any part or Parts thereof for a term or terms which may at
Landlord's option be equal to or less than or exceed the period which would
otherwise have constituted the balance of the Term and may grant such
concessions and free rent as Landlord in its sole judgment considers advisable
or necessary to relet the same and (ii) make such alterations, repairs and
decorations in the Premises as Landlord in its sole judgment considers advisable
or necessary to relet the same, and no action of Landlord in accordance with the
foregoing or failure to relet or to collect rent under reletting shall operate
or be construed to release or reduce Tenant's liability as aforesaid.
So long as at least 12 months of the Term remain unexpired at the
time of such termination, in lieu of any other damages or indemnity and in lieu
of full recovery by Landlord of all sums payable under all the foregoing
provisions of this Section 9.2, Landlord may by written notice to Tenant, at any
time after this Lease is terminated under any of the provisions contained in
Section 9.1, or is otherwise terminated for breach of any obligation of Tenant
and before such full recovery, elect to recover and Tenant shall thereupon pay,
as liquidated damages, an amount equal to the aggregate of the Annual Rent and
additional rent accrued under Article IV in the 12 months ended next prior to
such termination plus the amount of Annual Rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section 9.2 up to
the time of payment of such liquidated damages.
Nothing contained in this Lease shall, however, limit or prejudice
the right of Landlord to prove and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, or less than the amount of the loss or damages
referred to above.
ARTICLE X
MISCELLANEOUS
10.1 NOTICE OF LEASE.
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Upon request of either party, both parties shall execute and deliver,
after the Term begins, a notice of this Lease in form appropriate for recording
or registration, and if this Lease is terminated before the Term expires, an
instrument in such form acknowledging the date of termination.
10.2 (INTENTIONALLY OMITTED).
10.3 NOTICES FROM ONE PARTY TO THE OTHER.
All notices required or permitted hereunder shall be in writing and
addressed, if to the Tenant, at Tenant's Address or such other address as Tenant
shall have last designated by notice in writing to Landlord and, if to Landlord,
at Landlord's Address or such other address as Landlord shall have last
designated by notice in writing to Tenant. Any notice shall be mailed to such
address postage prepaid, registered or certified mail, return receipt requested,
or sent to such address by recognized overnight courier service, or delivered to
such address by hand. Each notice shall be effective upon delivery or refusal to
accept delivery.
10.4 BIND AND INURE.
The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Landlord named herein and
each successive owner of the Premises shall be liable only for the obligations
accruing during the period of its ownership. The obligations of Landlord shall
be binding upon the assets of Landlord which comprise the Building and the Lot
but not upon other assets of Landlord. No individual partner, member, trustee,
stockholder, officer, director, employee or beneficiary of Landlord shall be
personally liable under this Lease and Tenant shall look solely to Landlord's
interest in the Building and the Lot in pursuit of its remedies upon an event of
default hereunder, and the general assets of the individual partners, trustees,
stockholders, officers, employees or beneficiaries of Landlord shall not be
subject to levy, execution or other enforcement procedure for the satisfaction
of the remedies of Tenant.
10.5 NO SURRENDER.
The delivery of keys to any employee of Landlord or to Landlord's
agent or any employee thereof shall not operate as a termination of this Lease
or a surrender of the Premises.
10.6 NO WAIVER, ETC.
The failure of either party to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this Lease or
any of the Rules and Regulations referred to in Section 6.1.4, 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 force and effect of an original
violation, nor shall the failure of Landlord to enforce any of said Rules and
Regulations against any other tenant in the Building be deemed a waiver of any
such Rules or Regulations. The receipt by Landlord of
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Annual Rent or additional rent with knowledge of the breach of any covenant of
this Lease shall not be deemed a waiver of such breach by Landlord, unless such
waiver be in writing and signed by Landlord. No consent or waiver, express or
implied, by either party 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.
10.7 NO ACCORD AND SATISFACTION.
No acceptance by Landlord of a lesser sum than the Annual Rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed as
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 in this Lease provided.
10.8 CUMULATIVE REMEDIES.
The specific remedies to which either party may resort under the
terms of this Lease are cumulative and are not intended to be exclusive of any
other remedies or means of redress to which it may be lawfully entitled in case
of any breach or threatened breach by the other of any provisions of this Lease.
In addition to the other remedies provided in this Lease, either party shall be
entitled to the restraint by injunction of the violation or attempted or
threatened violation of any of the covenants, conditions or provisions of this
Lease or to a decree compelling specific performance of any such covenants,
conditions or provisions.
10.9 LANDLORD'S RIGHT TO CURE.
If Tenant shall at any time default in the performance of any
obligation under this Lease, Landlord shall have the right after notice and the
expiration of the applicable cure period, if any (except in an emergency or
except if Tenant is in default of any provision of this lease after notice and
the expiration of any applicable cure period), but shall not be obligated, to
enter upon the Premises and to perform such obligation, notwithstanding the fact
that no specific provision for such substituted performance by Landlord is made
in this Lease with respect to such default. In performing such obligation,
Landlord may make any payment of money or perform any other act. All sums so
paid by Landlord (together with interest at the rate of 4% per annum in excess
of the then prime commercial rate of interest being charged by the three largest
national banks in Boston, Massachusetts) and all necessary incidental costs and
expenses in connection with the performance of any such act by Landlord, shall
be deemed to be additional rent under this Lease and shall be payable to
Landlord immediately on demand. Landlord may exercise the foregoing rights
without waiving any other of its rights or releasing Tenant from any of its
obligations under this Lease.
10.10 ESTOPPEL CERTIFICATE.
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Tenant agrees, from time to time, upon not less than 15 days' prior
written request by Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force
and effect; that Tenant has no defenses, offsets or counterclaims against its
obligations to pay the Annual Rent and additional rent and to perform its other
covenants under this Lease; that there are no uncured defaults of Landlord or
Tenant under this Lease (or, if there have been modifications, that this Lease
is in full force and effect as modified and stating the modifications, and, if
there are any defenses, offsets, counterclaims, or defaults, setting them forth
in reasonable detail); and the dates to which the Annual Rent, additional rent
and other charges have been paid. Any such statement delivered pursuant to this
Section 10.10 shall be in a form reasonably acceptable to and may be relied upon
by any prospective purchaser or mortgagee of premises which include the Premises
or any prospective assignee of any such mortgagee.
10.11 WAIVER OF SUBROGATION.
Any insurance carried by either party with respect to the Premises
and property therein or occurrences thereon shall 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 prior to occurrences 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 insurance containing such clause or endorsement
to the extent of the indemnification received thereunder.
10.12 ACTS OF GOD.
In any case where either party hereto is required to do any act,
delays caused by or resulting from Acts of God, war, civil commotion, fire,
flood or other casualty, labor difficulties, shortages of labor, materials or
equipment, government regulations, unusually severe weather, or other causes
beyond such party's reasonable control shall not be counted in determining the
time during which work shall be completed, whether such time be designated by a
fixed date, a fixed time or a "reasonable time," and such time shall be deemed
to be extended by the period of such delay.
10.13 BROKERAGE.
Tenant and Landlord represent and warrant that they dealt with no
brokers in connection with this transaction other than the Broker and agree to
defend, with counsel approved by the other, indemnify and save the other
harmless from and against any and all cost, expense or liability for any
compensation, commissions or charges claimed by a broker or agent, other than
the Broker in connection with this Lease. Landlord hereby agrees to pay the
brokerage fees to the Broker in connection with the execution and delivery of
this Lease.
10.14 SUBMISSION NOT AN OFFER.
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The submission of a draft of this Lease or a summary of some or all
of its provisions does not constitute an offer to lease or demise the Premises,
it being understood and agreed that neither Landlord nor Tenant shall be legally
bound with respect to the leasing of the Premises unless and until this Lease
has been executed by both Landlord and Tenant and a fully executed copy has been
delivered to each of them.
10.15 APPLICABLE LAW AND CONSTRUCTION.
This Lease shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts. If any term, covenant, condition or
provision of this Lease or the application thereof to any person or
circumstances shall be declared invalid or unenforceable by the final ruling of
a court of competent jurisdiction having final review, the remaining terms,
covenants, conditions and provisions of this Lease and their application to
persons or circumstances shall not be affected thereby and shall continue to be
enforced and recognized as valid agreements of the parties, and in the place of
such invalid or unenforceable provision, there shall be substituted a like, but
valid and enforceable provision which comports to the findings of the aforesaid
court and most nearly accomplishes the original intention of the parties.
There are no oral or written agreements between Landlord and Tenant
affecting this Lease. This Lease may be amended, and the provisions hereof may
be waived or modified, only by instruments in writing executed by Landlord and
Tenant.
The titles of the several Articles and Sections contained herein are
for convenience only and shall not be considered in construing this Lease.
Unless repugnant to the context, the words "Landlord" and "Tenant"
appearing in this Lease shall be construed to mean those named above and their
respective heirs, executors, administrators, successors and assigns, and those
claiming through or under them respectively. If there be more than one tenant,
the obligations imposed by this Lease upon Tenant shall be joint and several.
10.16 AUTHORITY OF TENANT.
Tenant represents and warrants to Landlord (which representations and
warranties shall survive the delivery of this Lease) that: (a) Tenant (i) is
duly organized, validly existing and in good standing under the laws of its
state of incorporation, (ii) has the corporate power and authority to carry on
businesses now being conducted and is qualified to do business in every
jurisdiction where such qualification is necessary and (iii) has the corporate
power to execute and deliver and perform its obligations under this Lease and
(b) the execution, delivery and performance by Tenant of its obligations under
this Lease have been duly authorized by all requisite corporate action and will
not violate any provision of law, any order of any court or other agency of
government, the corporate charter or by-laws of the Tenant or any indenture,
agreement or other instrument to which it is a party or by which it is bound.
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EXECUTED as a sealed instrument in two or more counterparts on the
day and year first above written.
LANDLORD:
CambridgePark Two Limited Partnership
By: Its Agent: Spaulding and Slye Services
Limited Partnership
By:
TENANT:
ONESOURCE INFORMATION SERVICES, INC.
By: /s/ Daniel Schimmel
____________________________________
Name: Daniel Schimmel
Title: President
Hereunto duly authorized
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EXHIBIT A
---------
That certain parcel of land with buildings thereon situated in
Cambridge, Middlesex County, Massachusetts, shown as Lot A on a plan entitled
"Subdivision Plan of Land Cambridge, Mass." Scale 1" = 60', dated February 27,
1985, prepared by Harry R. Feldman, Inc. recorded with Middlesex South Registry
of Deeds as Plan No. 1038 of 1985 more particularly bounded and described as
follows:
Northerly by CambridgePark Drive, four hundred seventy-three and
70/100 (473.70) feet;
Easterly by Lot B as shown on said plan, two hundred sixty-two and
50/100 (262.50) feet;
Southerly by said Lot B, sixteen and 70/100 (16.70) feet;
Easterly again by said Lot B, one hundred ten (110.00) feet;
Southerly again by said Lot B, by three lines of two hundred
twenty-two and 24/100 (222.24) feet, two hundred eighteen and 12/100 (218.12)
feet and twenty-three and 28/100 (23.28) feet; and
Westerly by said Lot B, two hundred ninety-five and 15/100 (295.15)
feet.
Containing according to said plan 158,215 square feet.
28
EXHIBIT B
---------
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EXHIBIT C
---------
LANDLORD'S WORK
None
30
EXHIBIT D
---------
LANDLORD'S SERVICES
I. CLEANING
A. GENERAL
1. All cleaning work will be performed between 8 a.m. and 12
midnight, Monday through Friday, unless otherwise necessary
for stripping, waxing, etc.
2. Abnormal waste removal (e.g., computer installation paper,
bulk packaging, wood or cardboard crates, refuse from
cafeteria operation, etc.) shall be Tenant's
responsibility.
B. DAILY OPERATIONS (5 TIMES PER WEEK)
1. Tenant Areas
a) Empty and clean all waste receptacles; wash
receptacles as necessary.
b) Vacuum all rugs and carpeted areas.
c) Empty, damp-wipe and dry all ashtrays.
2. Lavatories
a) Sweep and wash floors with disinfectant.
b) Wash both sides of toilet seats with disinfectant.
c) Wash all mirrors, basins, bowls, urinals.
d) Spot clean toilet partitions.
e) Empty and disinfect sanitary napkin disposal
receptacles.
f) Refill toilet tissue, towel, soap, and sanitary napkin
dispensers.
3. Public Areas
a) Wipe down entrance doors and clean glass (interior and
exterior).
b) Vacuum elevator carpets and wipe down doors and walls.
c) Clean water coolers.
C. OPERATIONS AS NEEDED (BUT NOT LESS THAN EVERY OTHER DAY)
1. Tenant and Public Areas
a) Buff all resilient floor areas.
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D. WEEKLY OPERATIONS
1. Tenant Areas, Lavatories, Public Areas
a) Hand-dust and wipe clean all horizontal surfaces with
treated cloths to include furniture, office equipment,
window sills, door ledges, chair rails, baseboards,
convector tops, etc., within normal reach.
b) Remove finger marks from private entrance doors, light
switches, and doorways.
c) Sweep all stairways.
E. MONTHLY OPERATIONS
1. Tenant and Public Areas
a) Thoroughly vacuum seat cushions on chairs, sofas, etc.
b) Vacuum and dust grillwork.
2. Lavatories
a) Wash down interior walls and toilet partitions.
F. AS REQUIRED AND WEATHER PERMITTING
1. Entire Building
a) Clean inside of all windows.
b) Clean outside of all windows.
G. YEARLY
1. Public Areas
a) Strip and wax all resilient tile floor areas.
II. HEATING, VENTILATING, AND AIR CONDITIONING
1. Heating, ventilating, and air conditioning as required to
provide reasonably comfortable temperatures for normal
business day occupancy (excepting holidays); Monday through
Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 8:00
a.m. to 1:00 p.m.
2. Maintenance of any additional or special air conditioning
equipment and the associated operating cost will be at
Tenant's expense, which is estimated at $50 per hour.
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III. WATER
Hot water for lavatory purposes and cold water for drinking, lavatory
and toilet purposes, and cold water for tenant's kitchen and tenant's
hot water heater (tenant is to supply hot water heater).
IV. ELEVATORS (IF BUILDING IS ELEVATORED)
Elevators for the use of all tenants and the general public for
access to and from all floors of the Building. Programming of
elevators (including, but not limited to, service elevators) shall be
as Landlord from time to time determines best for the Building as a
whole.
V. RELAMPING OF LIGHT FIXTURES
Tenant will reimburse Landlord for the cost of lamps, ballasts and
starters and the cost of replacing same within the Premises.
VI. CAFETERIA AND VENDING INSTALLATIONS
1. Any space to be used primarily for lunchroom or cafeteria
operation shall be Tenant's responsibility to keep clean
and sanitary, it being understood that Landlord's approval
of such use must be first obtained in writing.
2. Vending machines or refreshment service installations by
Tenant must be approved by Landlord in writing and shall be
restricted in use to employees and business callers. All
cleaning necessitated by such installations shall be at
Tenant's expense.
VII. ELECTRICITY
A. Landlord, at Landlord's expense, shall furnish electrical energy
required for lighting, electrical facilities, equipment,
machinery, fixtures, and appliances used in or for the benefit
of Tenant's Space, in accordance with the provisions of the
Lease of which this Exhibit is part.
B. Tenant shall not, without prior written notice to Landlord in
each instance, connect to the Building electric distribution
system any fixtures, appliances or equipment other than normal
office machines such as personal computers, desk-top calculators
and typewriters, or any fixtures, appliances or equipment which
Tenant on a regular basis operates beyond normal building
operating hours. In the event of any such connection, Tenant
agrees to an increase in the ANNUAL ESTIMATED ELECTRICAL COST TO
TENANT'S SPACE and a corresponding increase in Annual Rent by an
amount which will reflect the cost to Landlord of the additional
electrical service to be furnished by Landlord, such
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increase to be effective as of the date of any such
installation. If Landlord and Tenant cannot agree thereon, such
amount shall be conclusively determined by a reputable
independent electrical engineer or consulting firm to be
selected by Landlord and paid equally by both parties, and the
cost to Landlord will be included in Landlord's Operating Costs
provided in Section 4.2 hereof.
C. Tenant's use of electrical energy in Tenant's Space shall not at
any time exceed the capacity of any of the electrical conductors
or equipment in or otherwise serving Tenant's Space. In order to
insure that such capacity is not exceeded and to avert possible
adverse effect upon the Building electric service, Tenant shall
not, without prior written notice to Landlord in each instance,
connect to the Building electric distribution system any
fixtures, appliances or equipment which operate on a voltage in
excess of 120 volts nominal or make any alteration or addition
to the electric system of Tenant's Space. Unless Landlord shall
reasonably object to the connection of any such fixtures,
appliances or equipment, all additional risers or other
equipment required therefor shall be provided by Landlord, and
the cost thereof shall be paid by Tenant upon Landlord's demand.
In the event of any such connection, Tenant agrees to an
increase in the ANNUAL ESTIMATED ELECTRICAL COST TO TENANT'S
SPACE and a corresponding in Annual Rent by an amount which will
reflect the cost to Landlord of the additional service to be
furnished by Landlord, such increase to be effective as of the
date of any such connection If Landlord and Tenant cannot agree
thereon, such amount shall be conclusively determined by a
reputable independent electrical engineer or consulting firm to
be selected by Landlord and paid equally by both parties, and
the cost to Landlord will be included in Landlord's Operating
Costs provided in Section 4.2 hereof.
D. If at any time after the date of this Lease, the rates at which
Landlord purchases electrical energy from the public utility
supplying electric service to the Building, or any charges
incurred or taxes payable by Landlord in connection therewith,
shall be increased or decreased, the Annual Rent and ANNUAL
ESTIMATED ELECTRICAL COST TO TENANT'S SPACE shall be increased
or decreased, as the case may be, by an amount equal to the
estimated increase or decrease, as the case may be, in
Landlord's cost of furnishing the electricity referred to in
Paragraph A above as a result of such increase or decrease in
rates, charges, or taxes. If Landlord and Tenant cannot agree
thereon, such amount shall be conclusively determined by a
reputable independent electrical engineer or consulting firm to
be selected by Landlord and paid equally by both parties, and
the cost to Landlord will be included in Landlord's Operating
Costs as provided in Section 4.2 hereof. Any such increase or
decrease shall be effective as of the date of the increase or
decrease in such rate, charge or taxes.
E. Landlord may, at any time, elect to discontinue the furnishing
of electrical energy. In the event of any such election by
Landlord: (1) Landlord agrees to give reasonable advance notice
of any such discontinuance to Tenant; (2) Landlord agrees to
permit Tenant to receive electrical service directly from the
public utility
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supplying service to the Building and to permit the existing
feeders, risers, wiring and other electrical facilities serving
Tenant's Space to be used by Tenant and/or such public utility
for such purpose to the extent they are suitable and safely
capable; (3) Landlord agrees to pay such charges and costs, if
any, as such public utility may impose in connection with the
installation of Tenant's meters and to make or, at such public
utility's election, to pay for such other installations as such
public utility may require, as a condition of providing
comparable electrical service to Tenant; (4) the Annual Rent
shall be equitably decreased to reflect such discontinuance by
an amount equal to the ANNUAL ESTIMATED ELECTRICAL COST TO
TENANT'S SPACE then in effect; and (5) Tenant shall thereafter
pay, directly to the utility furnishing the same, all charges
for electrical services to the Premises.
F. Whenever the Annual Rent is increased or decreased pursuant to
any of the foregoing paragraphs of this Article, the parties
agree, upon request of either, to execute and deliver each to
the other an amendment to this Lease confirming such increase or
decrease.
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EXHIBIT E
---------
RULES AND REGULATIONS
The following rules and regulations have been formulated for the
safety and well-being of all tenants of the Project and to insure compliance
with governmental and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and undisturbed occupancy of its premises in the Project. Any continuing
violation of these rules and regulations by Tenant shall constitute a default by
Tenant under the Lease.
Landlord may, upon request of any tenant, waive the compliance by
such tenant of any of the following rules and regulations, provided that (i) no
waiver shall be effective unless signed by Landlord's authorized agent, (ii) any
such waiver shall not relieve such tenant from the obligation to comply with
such rule or regulation in the future unless otherwise agreed to by Landlord,
(iii) no waiver granted to any tenant shall relieve any other tenant from the
obligation of complying with these rules and regulations, unless such other
tenant has received a similar written waiver from the Landlord, and (iv) any
such waiver shall not relieve Tenant from any liability to Landlord for any loss
or damage occasioned as a result of Tenant's failure to comply with any rule or
regulation
1. The entrances, lobbies, passages, corridors, elevators, halls,
courts, sidewalks, vestibules, and stairways shall not be
encumbered or obstructed by Tenant, Tenant's agents, servants,
employees, licensees or visitors or used by them for any
purposes other than ingress or egress to and from the Premises.
Landlord shall have the right to control and operate portions of
the Project and the facilities furnished for common use of the
tenants in such manner as Landlord deems best for the benefit of
the tenants generally.
2. The moving in or out of all safes, freight, furniture, or bulky
matter of any description shall take place during the hours
which Landlord may determine from time to time. Landlord
reserves the right to inspect all freight and bulky matter to be
brought into the Building and to exclude from the Building all
freight and bulky matter which violates any of these Rules and
Regulations or the Lease of which these Rules and Regulations
are a part. Landlord reserves the right to have Landlord's
structural engineer review Tenant's floor loads on the Premises
at Tenant's expense.
3. Tenant, or the employees, agents, servants, visitors or
licensees of Tenant shall not at any time place waste or discard
any rubbish, paper, articles, or objects of any kind whatsoever
outside the doors of the Premises or in the corridors or
passageways of the Building. No animals or birds shall be
brought or kept in or about the Building. Bicycles shall not be
permitted in the Building.
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4. Tenant shall not place objects against glass partitions or
doors or windows or adjacent to any common space which would be
unsightly from the Building corridors or from the exterior of
the Building and will promptly remove the same upon notice from
Landlord.
5. Tenant shall not make noises, cause disturbances, create
vibrations, odors (other than ordinarily acceptable tenant
kitchen odors in the building) or noxious fumes or use or
operate any electric or electrical devices or other devices
that emit sound waves or are dangerous to other tenants and
occupants of the Building or that would interfere with the
operation of any device or equipment or radio or television
broadcasting or reception from or within the Building or
elsewhere, or with the operation of roads or highways in the
vicinity of the Building, and shall not place or install any
projections, antennae, aerials, or similar devices inside or
outside of the Premises, without the prior written approval of
Landlord.
6. Tenant may not (without Landlord's approval therefor, which
approval will be signified on Tenant's Plans submitted pursuant
to the Lease) and Tenant shall not permit or suffer anyone to:
(a) cook in the Premises except as accessory to the use of a
coffee room/kitchenette containing a microwave oven; (b) place
vending or dispensing machines of any kind in or about the
Premises; (c) at any time sell, purchase or give away, or
permit the sale, purchase, or gift of food in any form.
7. Tenant shall not: (a) use the Premises for lodging,
manufacturing or for any immoral or illegal purposes; (b) use
the Premises to engage in the manufacture or sale of, or permit
the use of spirituous, fermented, intoxicating or alcoholic
beverages on the Premises; (c) use the Premises to engage in
the manufacture or sale of, or permit the use of, any illegal
drugs on the Premises.
8. No awning or other projection's (including antennae) shall be
attached to the outside walls or windows. No curtains, blinds,
shades, screens or signs other than those furnished by Landlord
shall be attached to, hung in, or used in connection with any
window or door of the Premises without prior written consent of
Landlord.
9. No signs, advertisement, object, notice or other lettering
shall be exhibited, inscribed, painted or affixed on any part
of the outside or inside of the Premises if visible from
outside of the Premises. Interior signs on doors shall be
painted or affixed for Tenant by Landlord or by sign painters
first approved by Landlord at the expense of Tenant and shall
be of a size, color and style acceptable to Landlord.
10. Tenant shall not use the name of the Building or use pictures
or illustrations of the Building in advertising or other
publicity without prior written consent of Landlord. Landlord
shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of
the Building or its
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desirability for offices, and upon written notice from
Landlord, Tenant will refrain from or discontinue such
advertising.
11. Card or door keys for doors in the Premises will be furnished
at the Commencement of the Lease by Landlord. Tenant shall not
affix additional locks on doors and shall purchase duplicate
keys only from Landlord and will provide to Landlord the means
of opening of safes, cabinets, or vaults left on the Premises.
In the event of the loss of any keys so furnished by Landlord,
Tenant shall pay to Landlord the cost thereof. Each tenant
shall, upon the termination of its tenancy, restore to Landlord
all keys of offices, storage and toilet rooms either furnished
to, or otherwise procured by, such tenant.
12. Tenant shall cooperate and participate in all security programs
affecting the Building.
13. Tenant assumes full responsibility for protecting its space
from theft, robbery and pilferage, which includes keeping doors
locked and other means of entry to the Premises closed and
secured.
14. Tenant shall not make any room-to-room canvass to solicit
business from other tenants in the Building, and shall not
exhibit, sell or offer to sell, use, rent or exchange any item
or services in or from the Premises unless ordinarily embraced
within Tenant's use of the Premises as specified in its Lease.
Canvassing, soliciting and peddling in the Building are
prohibited and Tenant shall cooperate to prevent the same.
Peddlers, solicitors and beggars shall be reported to the
Management Office.
15. Tenant shall not mark, paint, drill into, or in any way deface
any part of the Building or Premises. No boring, driving of
nails or screws (except for picture hanging, etc.), cutting or
stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct. Tenant
shall not construct, maintain, use or operate within their
respective premises any electrical device, wiring or apparatus
in connection with a loud speaker system or other sound system,
except as reasonably required as part of a communication system
approved in writing by Landlord, prior to the installation
thereof. Tenant shall not install any resilient tile or similar
floor covering in the Premises except with the prior written
approval of Landlord. The use of cement or other similar
adhesive material is expressly prohibited.
16. Tenant shall not waste electricity or water and agrees to
cooperate fully with Landlord to assure the most effective
operation of the Building's heating and air conditioning and
shall refrain from attempting to adjust controls. Tenant shall
keep corridor doors closed except when being used for access.
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17. The water and wash closets and other plumbing fixtures shall
not be used for any purposes other than those for which they
were constructed, and no sweepings, rubbish, rags, or other
substances shall be thrown therein. All damage resulting from
misuse of said fixtures shall be borne by the tenant who, or
whose servant, employees, agents, licensees, invitees,
customers or guests shall have caused the same.
18. Building employees shall not be required to perform, and shall
not be requested by any tenant or occupant to perform, any work
outside of their regular duties, unless under specific
instructions from the office of the Managing Agent of the
Building. The requirements of tenants will be attended to only
upon application to Landlord, and any special requirements
shall be billed to Tenant (and paid when the next installment
of rent is due) in accordance with the schedule of charges
maintained by Landlord from time to time or at such charge as
is agreed upon in advance by Landlord and Tenant.
19. Tenant may request heating and/or air conditioning during other
periods in addition to normal working hours by submitting its
request in writing to the office of the Managing Agent of the
Building no later than 2:00 p.m. the preceding work day (Monday
through Friday) on forms available from the office of the
Managing Agent. The request shall clearly state the start and
stop hours of the "off-hour" service. Tenant shall submit to
the Building Manager a list of personnel authorized to make
such request. The Tenant shall be charged for such operation in
the form of additional rent; such charges are to be determined
by the Managing Agent and shall be fair and reasonable and
reflect the additional operating costs involved.
20. Tenant covenants and agrees that its use of the Premises shall
not cause a discharge of more than the gallonage per foot of
Premises Design Floor Area per day of sanitary (non-industrial)
sewage allowed under the sewage discharge permit for the
Building. Discharges in excess of that amount, and any
discharge of industrial sewage, shall only be permitted if
Tenant, at its sole expense, shall have obtained all necessary
permits and licenses therefor, including without limitation
permits from state and local authorities having jurisdiction
thereof. Tenant shall submit to Landlord on December 31 of each
year of the Term of this Lease a statement, certified by an
authorized officer of Tenant, which contains the following
information: name of all chemicals, gases, and hazardous
substances, used, generated, or stored on the Premises; type of
substance (liquid, gas or granular); quantity used, stored or
generated per year; method of disposal; permit number, if any,
attributable to each substance, together with copies of all
permits for such substances; and permit expiration date for
each substance. No flammable, combustible or explosive fluid,
chemical or substance shall be brought into or kept upon the
Premises, the Building or the Project (other than those fluids
or chemicals customarily used by tenants of other first-class
office buildings in
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39
connection with office purposes and then only those types and
quantities permitted under Landlord's policies of insurance for
the Building or the Project).
21. Landlord reserves the right to exclude from the Project at an
times any person who is not known or does not properly identify
himself to the Project management. Landlord may, at its option,
require all persons admitted to or leaving the Project between
the hours of 6:00 p.m. and 8:00 p.m., Monday through Friday,
and at any hour on Saturdays, Sundays and legal holidays, to
register. Each tenant shall be responsible for all persons for
whom it authorizes entry into the Project, and shall be liable
to Landlord for all acts or omissions of such persons.
22. Landlord reserves the right to inspect all freight to be
brought into the Project and to exclude from the Project all
freight which violates any of these rules and regulations.
There shall not be used in any space or in the common halls of
the Project, either by any tenant or by jobbers or others in
the delivery or receipt of merchandise, any hand trucks, except
those equipped with rubber tires and side guards.