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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Transaction Lease
ANNEX G
OFFICE LEASE
FOR PREMISES LOCATED AT
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
BY AND BETWEEN
▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE INSURANCE COMPANY,
AS LANDLORD
and
UNICARE LIFE & HEALTH INSURANCE COMPANY
AS TENANT
DATED AS OF _________, 199_
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TABLE OF CONTENTS
ARTICLE I DEMISING CLAUSE AND DEFINED TERMS
1.01 Demising Clause..................................... 1
1.02 Defined Terms....................................... 1
ARTICLE II PREMISES AND TERM
2.01 The Premises, Common Areas.......................... 3
2.02 Term................................................ 4
2.03 Parking............................................. 4
2.04 Termination Option.................................. #
2.05 Reduction Options................................... #
ARTICLE III RENT
3.01 Base Rent........................................... 4
3.02 Intentionally Deleted............................... 5
ARTICLE IV CONDITION OF PREMISES
4.01 As-Is Condition..................................... 8
ARTICLE V LANDLORD'S COVENANTS
5.01 Basic Services. .................................... 10
5.02 Extra Services...................................... 12
5.03 Window Coverings.................................... 13
5.04 Repair Obligation................................... 13
5.05 Peaceful Enjoyment.................................. 13
ARTICLE VI TENANT'S COVENANTS
6.01 Use, Maintenance and Repairs by Tenant.............. 13
6.02 Taxes on Personal Property.......................... 14
6.03 Waste............................................... 14
6.04 Assignment or Sublease.............................. 14
6.05 Alterations and Surrender........................... 17
6.06 Compliance with Laws and Insurance Standards........ 18
6.07 Entry for Repairs and Leasing....................... 18
6.08 No Nuisance......................................... 19
6.09 Subordination....................................... 19
6.10 Estoppel Certificate................................ 20
6.11 Tenant's Remedies................................... 20
6.12 Rules and Regulations............................... 20
6.13 Personal Property at Tenant's Risk.................. 20
6.14 Payment of Landlord's Expenses...................... 21
6.15 Environmental Compliance............................ 21
ARTICLE VII CASUALTY, EMINENT DOMAIN
7.01 Casualty Insurance.................................. 22
7.02 Liability Insurance................................. 22
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7.03 Tenant's Insurance.................................. 23
7.04 Indemnity and Exoneration........................... 24
7.05 Waiver of Subrogation Rights........................ 24
7.06 Condemnation and Loss or Damage..................... 25
7.07 Damage Due to Fire and Casualty..................... 25
ARTICLE VIII DEFAULT
8.01 Events of Default................................... 26
8.02 Remedies Upon Default............................... 28
8.03 Damages Upon Termination............................ 28
8.04 Computation of Rent for Purposes of Default......... 29
8.05 Intentionally Deleted............................... 30
8.06 Rights of Landlord in Bankruptcy.................... 30
8.07 Late Charge......................................... 30
ARTICLE IX MISCELLANEOUS
9.01 No Waiver........................................... 30
9.02 Holding Over........................................ 31
9.03 Amendments and Modifications........................ 31
9.04 Transfers by Landlord............................... 31
9.05 Severability........................................ 31
9.06 Notices............................................. 31
9.07 No Joint Venture.................................... 32
9.08 Successors and Assigns.............................. 32
9.09 Applicable Law...................................... 32
9.10 Time of the Essence................................. 32
9.11 Submission Not an Option............................ 32
9.12 Brokerage........................................... 32
9.13 Waiver of Jury Trial................................ 32
9.14 All Agreements Contained............................ 33
9.15 Cumulative Remedies................................. 33
9.16 Failure to Enforce.................................. 33
9.17 Representations by Tenant........................... 33
9.18 Force Majeure....................................... 33
9.19 Limitation on Liability............................. 34
9.20 Notice of Lease..................................... 34
EXHIBITS
Exhibit A - Premises
Exhibit B - Description of Lot
Exhibit C - Schedule of Janitorial Services
Exhibit D - List of Legal Holidays
Exhibit E - Rules and Regulations
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ARTICLE I
DEMISING CLAUSE AND DEFINED TERMS
1.01. Demising Clause. This lease (the "Lease") is made and entered into
by and between the Landlord and the Tenant, as defined below, as of the Date of
Lease. In consideration of the mutual covenants made herein, Landlord hereby
leases to Tenant, and Tenant hereby leases from Landlord, the Premises as
defined below, on all of the terms and conditions set forth herein.
1.02. Defined Terms.
The terms listed below shall have the following meanings throughout this
Lease:
(a) "LANDLORD": ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company, a
Massachusetts corporation
(b) "LANDLORD'S ▇▇▇▇ ▇▇▇▇▇▇▇ Place
ADDRESS": ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Property Management
Department
(c) "TENANT": Unicare Life & Health Insurance Company,
a Delaware corporation
(d) "TENANT'S Prior to Term Commencement Date:
ADDRESS": ______________________________________
______________________________________
Attn: ________________________________
________________________________
After Term Commencement Date:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
Attn: _______________________________
_______________________________
(e) "GUARANTOR": NONE
(f) "BUILDING": ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
(g) "PREMISES": The space located on all or a portion of
floors 3,7,8,9,11,12,13 and 14 of the Building
as shown on Exhibit A attached hereto,
subject to reduction pursuant to Section 2.05.
(h) "PROPERTY": The Building and the legal parcel (the "Lot")
on which it is situated. The Lot is described
in Exhibit B, attached hereto.
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(i) "RENTABLE SQUARE
FEET IN THE
PREMISES": 136,221 rentable square feet located on
floors 3,7,8,9,11,12,13 and 14, subject to
reduction pursuant to Section 2.05.
(j) "TOTAL RENTABLE
SQUARE FEET IN
THE BUILDING: 651,730 rentable square feet.
(k) "TERM COMMENCE-
MENT DATE":
(l) "TERM": one (1) year, commencing on the Term
Commencement Date, subject to early
termination pursuant to Section 2.04.
(m) "BASE RENT": $26.00 per Rentable Square Feet In The
Premises. (Initially the Base Rent shall be
$3,541,746 per year, payable in equal
monthly installments of $295,145.50, i.e.
$26.00 per 136,221 of Rentable Square Feet
In The Premises, subject to reduction
pursuant to Section 2.05.)
(n) "PERMITTED USES": Corporate, executive and professional office
use in the Premises of a kind appropriate
in a building of the type and quality of the
Building.
(o) "BROKER": NONE
(p) "DATE OF LEASE": ____________, 199_ (The date on which both
parties have executed this Lease)
(q) "SECURITY DEPOSIT":NONE
ARTICLE II
PREMISES AND TERM
2.01. The Premises, Common Areas.
(a) The Premises leased hereby are comprised of the space shown
on Exhibit A. The Premises extend from the top surface of the subfloor to the
bottom surface of the ceiling, but do not include (i) the exterior faces of
exterior walls or exterior window glass, (ii) anything beyond the interior face
of demising walls, or (iii) any pipes, ducts, conduits, wires and fixtures
serving other parts of the
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Building. If the Premises include less than the entire rentable area of any
floor, then the Premises also exclude any Common Areas, as defined below, on
such floor.
(b) For the purposes of this Lease, Rentable Square Feet of the
Premises shall be computed as follows (and the term "Rentable Square Foot", the
term "Rentable Square Feet" or the term "RSF" shall mean the area of any such
space within the Premises as so computed):
(i) The Rentable Square Feet of a single
tenancy floor shall be computed by measuring to the inside finish of the
interior walls and shall include all areas within such interior walls excluding
public stairs, elevator shafts, flues, stacks, pipe shafts, and vertical ducts
with their enclosing walls and shall include: toilets, janitor closets and
electrical closets within and serving only such floor.
(ii) The Rentable Square Feet for a multiple
tenancy floor shall include the Premises' proportionate share of the areas
described in the preceding subsection plus the proportionate share of corridor
space necessary for the multiple tenancy of the floor. Individual offices or a
portion of a divided floor shall be computed by measuring to the inside finish
of the interior walls to the corridor side of corridors and other permanent
partitions, and to the center of partitions that separate the premises from
adjoining rentable areas.
(c) Tenant shall have the right to use the Common Areas in
common with other tenants. The "Common Areas" include the Building's common
lobbies, corridors, stairways, and elevators necessary for access to the
Premises, the common walkways necessary for access to the Building, the loading
docks of the Building and the common toilets, corridors and elevator lobbies of
any multi-tenant floor. All use of the Common Areas shall be only upon the
reasonable and nondiscriminatory terms set forth at any time by Landlord.
Landlord may at any time make any changes, additions, replacements to the
Property including the Common Areas, that it considers desirable so long as the
same do not materially interfere with Tenant's use of the Premises. In so doing,
Landlord (i) may use or temporarily close any of the Common Areas, relocate any
portion of the Common Areas, or permanently change their configuration, and (ii)
shall use reasonable efforts to minimize interference with Tenant's normal
activities.
2.02. Term. Both parties shall be bound by all of the terms of this Lease
as of the Date of Lease. The Term shall begin on the Term Commencement Date, and
shall continue for the length of the Term set forth in Section 1.02, unless
otherwise sooner terminated as hereinafter provided.
2.03. Parking. Landlord agrees to make available to Tenant Two Hundred
(200) automobile parking permits for use in the ▇▇▇▇▇▇▇ Garage located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in Boston.
The monthly rates to be charged by Landlord or its operator for such
parking shall be $220 per month for each parking permit.
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Tenant's right to use of the parking shall be subject to (i) timely payment of
the parking rate as established above, (ii) such further reasonable and
nondiscriminatory rules and regulations as Landlord or its operator may
establish from time to time, and (iii) all applicable laws, ordinances, rules
and regulations; provided, however, that Tenant shall have access to such
parking seven (7) days per week, twenty-four (24) hours per day.
Notwithstanding anything to the contrary contained herein, all parking
permits provided to Tenant shall be used solely by the partners, officers,
employees or agents or licensees of Tenant or any permitted assignees or
sublessees of Tenant occupying the Premises to the extent permitted in Section
6.04 hereof. As provided herein, Tenant shall not sublease, assign or otherwise
transfer its rights in any parking permit it receives from Landlord to any third
party including, without limitation, any other tenant in the Building.
2.04. Termination Option. Provided that no Event of Default shall have
occurred and is continuing, Tenant shall have the option (the "Termination
Option") to terminate this Lease effective as of any monthly anniversary of the
Term Commencement Date, provided that Tenant gives written notice to Landlord of
the exercise thereof in each instance not later than thirty (30) days prior to
the respective monthly anniversary of the Term Commencement Date. In exercising
the Termination Option hereunder, Tenant acknowledges that time is of the
essence. If the Termination Option is duly exercised as aforesaid, the Term of
this Lease shall wholly cease and expire by lapse of time on the respective
monthly anniversary of the Term Commencement Date, as fully and completely as if
that day were the date herein distinctly fixed for the expiration of the Term,
and Tenant shall forthwith vacate the Premises and surrender same to Landlord on
such date in full compliance with all of the terms and conditions of this Lease.
The Termination Option is not assignable separate and apart from this Lease, is
personal to Tenant and may not be exercised or be assigned, voluntarily or
involuntarily, by or to any person or entity other than Tenant.
2.05. Reduction of Premises. Provided no Event of Default shall have
occurred and is continuing, and provided Tenant has not previously exercised its
Termination Option pursuant to the terms and conditions of Section 2.04 above,
Tenant shall have the following options (the "Reduction Options") to reduce
certain portions of the Rentable Square Feet In The Premises and eliminate same
from the Lease, in accordance with the terms and conditions of this Section
2.05, effective as of the third monthly anniversary of the Term Commencement
Date (herein the "Third Anniversary"), the sixth monthly anniversary of the Term
Commencement Date (herein the "Sixth Anniversary") and the ninth monthly
anniversary of the Term Commencement Date (herein the "Ninth Anniversary"),
provided Tenant gives written notice to Landlord of the exercise thereof (herein
the "Reduction Notice") not later than thirty (30) days prior to the respective
Third Anniversary, Sixth Anniversary or Ninth Anniversary, as the case may be.
The Reduction Notice shall include a floor plan detailing the portion of the
Premises to be reduced from the Rentable Square Feet In The Premises and
released from the Lease (herein the
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"Released Premises"), provided however that (i) the Released Premises must
consist of contiguous blocks of space containing not less than 5,000 Rentable
Square Feet, and (ii) the Released Premises must be, in Landlord's reasonable
judgment, in a location which is suitable for leasing. Provided Tenant has
complied with the above terms and conditions, effective as of the respective
Third, Sixth or Ninth Anniversary, (i) the applicable Released Premises shall be
eliminated from the Rentable Square Feet In The Premises and released from the
Lease, (ii) Tenant shall vacate the applicable Released Premises and surrender
same to Landlord on such date in full compliance with all the terms and
conditions of this Lease, and (iii) the Base Rent shall be reduced accordingly
as a result of the reduction in the Rentable Square Feet In The Premises. In
exercising the respective Reduction Options hereunder, Tenant acknowledges that
time is of the essence. The Reduction Options are not assignable separate and
apart from this Lease, are personal to Tenant and may not be exercised or be
assigned, voluntarily or involuntarily, by or to any person or entity other than
Tenant.
2.05.1 Without limiting Tenant's rights in Section 2.05 above, on or
before the Term Commencement Date, Tenant shall provide to Landlord its good
faith estimate as to the anticipated plans for Tenant's use and occupancy of the
Premises and the anticipated exercise and timing of its Reduction Options,
including a space plan detailing the location, configuration and timing of the
anticipated Released Premises.
ARTICLE III
RENT
3.01. Base Rent. Beginning on the Term Commencement Date, Tenant shall
pay the Base Rent in equal monthly installments in advance on the first day of
each calendar month during the Term. For any partial month at the beginning or
end of the Term, Tenant shall pay a proportional share of the amount that would
be due for a full month, and with respect to a partial month at the beginning of
the Term, Tenant shall pay such proportional share on the Term Commencement
Date. In addition to the Base Rent, Tenant shall pay all additional rent
provided herein at the times set forth herein, or if no time for payment is
specified, then payment shall be made within thirty (30) days after Tenant's
receipt of an invoice from Landlord or another billing authority. All payments
shall be made to Landlord at Landlord's Address or such other place as Landlord
may designate in writing, without prior demand and without abatement, deduction
or offset except as may be specifically set forth herein. Tenant shall not pay,
and Landlord shall not accept, any rental payment more than one month in
advance. All charges to be paid by Tenant hereunder, other than Base Rent, shall
be considered additional rent for the purposes of this Lease, and the words
"rent" or "Rent" as used in this Lease shall mean both Base Rent and such
additional rent unless the context specifically or clearly indicates that only
the Base Rent is referenced.
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ARTICLE IV
CONDITION OF PREMISES
4.01. As-Is Condition. Landlord shall deliver the Premises to Tenant on
the Term Commencement Date in "as-is" condition. Landlord shall have no
obligation to construct any leasehold improvements to the Premises.
Notwithstanding the foregoing, Landlord represents and warrants that (i)
the Permitted Uses are permitted by applicable zoning laws, and (ii) to the best
of Landlord's actual knowledge, neither the Premises nor the Building are in
material noncompliance under applicable building, fire and safety laws,
including without limitation, the Americans With Disabilities Act ("ADA"). In
the event Landlord receives written notice of any such material noncompliance
under applicable building, fire and safety laws or the ADA, Landlord covenants
to make any repairs required by law in order to remedy such noncompliance, at
Landlord's sole cost and expense. Notwithstanding the foregoing, Tenant shall be
responsible, at its sole cost and expense, for ensuring that any alterations or
improvements installed or performed by Tenant are in compliance with applicable
laws.
ARTICLE V
LANDLORD'S COVENANTS
5.01. Basic Services.
(a) Landlord or its affiliates shall furnish Tenant during
Business Hours on Business Days (unless otherwise stated herein) during Tenant's
occupancy of the Premises:
(i) Water used by the building standard
cooling, drinking and sanitation systems, and for maintenance and janitorial
services.
(ii) Central heat, ventilation and air
conditioning in season, at such temperatures and in such amounts as are from
time to time furnished to Tenants in comparable buildings in downtown Boston, or
as may be permitted or controlled by applicable laws, ordinances, rules and
regulations.
(iii) Maintenance, repairs, structural and
exterior maintenance (including exterior glass and glazing), painting and
electric lighting service for all Common Areas in the manner and to the extent
customarily provided by landlords in first-class office buildings in Boston.
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(iv) Janitorial service in scope and frequency
as set forth in the specifications on Exhibit C, attached hereto and made a part
hereof.
(v) Security for the Building.
(vi) Public elevator service serving the
floors on which the Premises are situated, including a freight elevator.
(vii) Electricity for lighting, light
fixtures, lamps, typewriters, voice writers, calculating machines, low
consumption, dictating machines, low consumption electronic data processing
equipment, and other machines of similar low electrical consumption (it being
agreed that Tenant's total consumption for such items shall not exceed 5.5 ▇▇▇▇▇
per square foot of Net Rentable Area per month at 120 volts).
As used herein, the following terms used in this Section 5.01 shall have
the following meanings for purposes of this Lease:
(i) The term "Business Days" means Monday
through Friday and Saturday (from 6:00 a.m. to 3:00 p.m.), excluding Legal
Holidays.
(ii) The term "Business Hours" means from 6:00
a.m. to midnight on Monday through Friday and from 8:00 a.m. to 3:00 p.m. on
Saturday.
(iii) The Term "Legal Holidays" means those
days listed on Exhibit D attached hereto and made a part hereof.
Notwithstanding the foregoing limitation as to the Business Days
and Business Hours during which Landlord shall provide the above referenced
Basic Services to Tenant, from and after the Term Commencement Date Tenant shall
have access to the Premises seven (7) days per week, twenty-four (24) hours per
day, subject to the provisions of this Lease and the Rules and Regulations
referenced in Section 6.12 herein.
(b) Landlord shall not be liable for injuries to persons or damage to
property nor shall Landlord be deemed to have evicted Tenant, nor shall there be
any abatement of Rent nor shall Tenant be relieved from performance of any
covenant on its part to be performed hereunder by reason of (i) deficiency in
the provision of Basic Services, (ii) breakdown of equipment or machinery
utilized in supplying services, or (iii) curtailment or cessation of services
due to causes or circumstances beyond the reasonable control of Landlord.
Landlord shall use reasonable diligence to make such repairs as may be required
to machinery or equipment within the Building to provide restoration of services
and, where the cessation or interruption of service has occurred due to
circumstances or conditions beyond Building boundaries, to cause the same to be
restored, by diligent application or request to the provider thereof. In no
event shall any mortgagee referred to in Section 6.09 be or become liable for
any default of Landlord under this Section 5.01(b).
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5.02. Extra Services. Landlord shall provide to Tenant at Tenant's sole
cost and expense at standard Building charges in effect from time to time (and
subject to the limitations hereinafter set forth) the following:
(a) Heating, ventilation, air conditioning or extra service
provided by Landlord to Tenant (i) during hours other than Business Hours, (ii)
on days other than Business Days, said heating, ventilation and air conditioning
or extra service to be furnished solely upon the prior written request of Tenant
given with such advance notice as Landlord may reasonably require;
(b) Additional air conditioning and ventilating capacity or
chilled water required by reason of any electrical data processing or other
equipment or facilities or services required to support the same, in excess of
that which would be required for standard usage in the Building;
(c) Repair and maintenance which is the obligation of Tenant
hereunder;
(d) Additional cleaning and janitorial services required by
Tenant;
(e) Any Basic Service in amounts determined by Landlord to
exceed the amounts required to be provided under Section 5.01(a), but only if
Landlord elects to provide such additional or excess service.
The cost chargeable to Tenant for all extra services shall
constitute additional rent.
5.03. Window Coverings. All window coverings shall be provided by
Landlord as Building standard improvements. Tenant shall not place or maintain
any window coverings, blinds or drapes (other than those supplied by Landlord)
on any exterior window without Landlord's prior written approval which Landlord
shall have the right to grant or withhold in its absolute and sole discretion.
Tenant acknowledges that breach of this covenant will directly and adversely
affect the exterior appearance of the Building.
5.04. Repair Obligation. Landlord's obligation with respect to repair
shall be limited to (i) the structural portions of the Building, (ii) the
exterior wall of the Building, including glass and glazing, (iii) the roof, (iv)
mechanical, electrical, plumbing and life safety systems, serving to the
perimeter of the Premises, and (v) Common Areas. Landlord shall have the right,
but not the obligation, to undertake work of repair which Tenant is required to
perform pursuant to Section 6.0, and which Tenant fails or refuses to perform in
a timely and efficient manner; and all costs incurred by Landlord in performing
any such repair for the account of Tenant shall be repaid by Tenant to Landlord
upon demand, together with an amount equal to fifteen percent (15%) of such
costs, to reimburse Landlord for its administration and managerial effort.
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5.05. Peaceful Enjoyment. So long as Tenant pays the Rent and performs
all of Tenant's covenants and agreements contained in this Lease, Tenant shall
peacefully have, hold and enjoy the Premises, subject to the other terms hereof
and other matters to which this Lease is subject and subordinate. This covenant
and the other covenants of Landlord contained in this Lease shall be binding
upon Landlord and its successors only with respect to breaches occurring during
its and their respective ownerships of Landlord's interest hereunder.
ARTICLE VI
TENANT'S COVENANTS
6.01. Use, Maintenance and Repairs by Tenant. Tenant shall use the
Premises solely for the Permitted Uses and for no other use or purpose, except
as permitted by Landlord pursuant to Landlord's written consent. Tenant shall be
obligated for maintenance and repair of the Premises, to keep the same in good
order, repair and condition and, upon expiration of the Term, surrender the same
to Landlord in the same condition as when leased, reasonable wear and tear,
damage by fire or other insured casualty unless such damage is caused by
Landlord or its agents, servants, employees, licensees and business invitees
(collectively "Invitees") excepted. Tenant's obligation shall include, without
limitation, the obligation to maintain and repair all walls (except the exterior
surface or structural portion of the Building or any building systems, unless
the damage thereto is caused by the negligence of Tenant or any of its Invitees,
in which event the maintenance or repair of the exterior surface or structural
portion of the Building or building systems shall be performed by Landlord and
Tenant shall pay to Landlord the costs of such maintenance or repair), floors,
ceilings, windows (except for windows located on the exterior of the Building),
doors and fixtures and to repair all damage caused by Tenant or its Invitees to
the Premises or anywhere in the Building. At the request of Tenant, Landlord
shall perform the work of maintenance and repair constituting Tenant's
obligation pursuant to this Section 6.01 at Tenant's sole cost and expense and
as an extra service to be rendered pursuant to Section 5.02(c). Any work of
repair and maintenance performed by or for the account of Tenant by persons
other than Landlord shall be performed by contractors approved by Landlord and
in accordance with procedures Landlord shall from time to time establish.
Nothing herein contained, however, shall be deemed to impose upon Tenant the
obligation for performance of work of maintenance and repair required to be
performed by reason of Landlord's negligence or wrongful acts or those of
Landlord's agents or employees.
6.02. Taxes on Personal Property. In addition to, and wholly apart from
its obligation to pay Tenant's Share of Operating Expenses and Taxes, Tenant
shall be responsible for and shall pay, prior to delinquency, taxes or
governmental service fees, possessory interest taxes, fees or charges in lieu of
any such taxes, capital levies, or other charges imposed upon, levied with
respect to or assessed
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against its personal property, or the value of its Tenant Improvements or its
interests pursuant to this Lease. To the extent that any such taxes are not
separately assessed and billed to Tenant, Tenant shall pay the amount thereof as
invoiced to Tenant by Landlord.
6.03. Waste. Tenant shall not commit or allow any waste or damage to be
committed in any portion of the Premises.
6.04. Assignment or Sublease. Tenant shall not assign this Lease, make
any sublease of the Premises, or permit occupancy of any part thereof by anyone
other than Tenant (any such act being referred to herein as a "Transfer" and the
other party to the transaction being referred to herein as a "Transferee"), or
mortgage, pledge or otherwise transfer this Lease, without in each case
obtaining the prior written consent of Landlord, which consent may be granted or
withheld in Landlord's sole discretion. Any Transfer or attempt to Transfer
without Landlord's express written consent shall be void, and shall be a default
under this Lease. Tenant shall reimburse Landlord for legal and other expenses
incurred by Landlord in connection with any request for consent, up to $1,000.
Notwithstanding any contrary provision herein, provided Tenant is not in
default hereunder beyond any applicable grace or notice period, Tenant may
assign this Lease to any entity controlling, controlled by or under common
control with Tenant, or any successor by merger, consolidation or sale of all or
substantially all of Tenant's assets without Landlord's prior consent, provided
the assignee is of sound financial condition, and provided further that the
Tenant originally named herein shall remain fully liable for Tenant obligations
hereunder, including, without limitation, the obligation to pay the rent and
other amounts provided under this Lease.
6.05. Alterations and Surrender.
(a) Tenant shall not make or allow to be made any alterations or physical
additions in or to the Premises without obtaining the prior written consent of
Landlord, which consent shall not be unreasonably withheld with respect to
proposed alterations and additions which (i) comply with all applicable laws,
ordinances, rules and regulations, (ii) are compatible with the Building and its
mechanical, electrical, HVAC and life safety systems, and do not excessively
burden the capacity of such systems; (iii) will not interfere with the use and
occupancy of any other portion of the Building; (iv) will not affect any
structural component of the Building; and (v) satisfy the standards and comply
with the procedures and requirements required for in this Section 6.05.
Specifically, but without limiting the generality of the foregoing, Landlord's
right of consent shall encompass plans and specifications for proposed
alterations or additions, construction means and methods, the identity of any
contractor or subcontractor to be employed on the work of alterations or
additions, and the time for performance of such work. Tenant shall supply to
Landlord any information reasonably requested by Landlord in connection with its
consent hereunder. All alterations
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and additions permitted hereunder shall be made and performed by Tenant without
cost or expense to Landlord. Tenant shall take such steps as may be necessary to
avoid the filing, perfection or enforcement of any lien for labor or materials
against the Land or the Building by reason of work performed by or on behalf of
Tenant. Such alterations, physical additions or improvements, when made to the
Premises by Tenant shall become the property of Landlord upon the termination of
this Lease and shall be surrendered to Landlord upon the termination of this
Lease by lapse of time or otherwise; provided, however, that this clause shall
not apply to movable equipment or furniture owned by Tenant and shall not apply
to any alterations, additions or improvements specified by Tenant to Landlord
and approved by Landlord in writing prior to the installation of such additions,
alterations or improvements, and all such movable equipment or furniture,
together with any such additions, alterations or improvements so specified by
Landlord, shall be removed by Tenant, at Tenant's expense, prior to the
expiration of the Term, and Tenant shall be responsible for leaving the Premises
clean and neat. Title to all alterations, additions or improvements not removed
by Tenant pursuant to the immediately preceding sentence on or prior to the
termination of the Term shall automatically be conveyed and transferred by
Tenant to Landlord upon such expiration or termination, and shall be deemed
abandoned by Tenant and shall thereupon become the property of Landlord. Tenant
shall execute such documentation confirming and ratifying such conveyance and
transfer as Landlord shall reasonably require. Tenant shall repair at its sole
cost and expense all damage caused to the Premises or the Building by removal of
Tenant's movable equipment or furniture and such other alterations and additions
as Tenant shall be allowed or required to remove from the Premises by Landlord.
(b) All construction work in the Premises shall be done by union
contractors and laborers, subject to the prior written approval of Landlord,
which approval shall not be unreasonably withheld or delayed, in a good and
workmanlike manner and in compliance with the Lease, all applicable laws and
lawful ordinances, regulations and orders of governmental authority and insurers
of the Building or the Premises. Before Tenant begins any work, it shall secure
all licenses and permits necessary therefor; deliver to Landlord a statement of
the names of all its contractors and subcontractors and the estimated cost of
all labor and material to be furnished by them; and cause each contractor to
carry (1) workmen's compensation insurance in statutory amounts covering all the
contractor's and subcontractor's employees, (2) comprehensive public liability
insurance with such limits as Landlord may reasonably require, but in no event
less than $3,000,000, and (3) property damage insurance with limits of not less
than $1,000,000 (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; and secure casualty
insurance against loss or damage to Tenant's work pending completion and deliver
evidence of such insurance to Landlord. Tenant agrees to pay promptly when due
the entire cost of any work done in 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
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connection with its work to attach to the Premises and immediately to discharge
any such liens which may attach. Landlord may inspect the work at any time.
Tenant shall indemnify Landlord and hold it harmless from and against any cost,
claim, or liability arising from any work done by or at the direction of Tenant.
All work shall be done so as to minimize interference with other tenants and
with Landlord's operation of the Building or other construction work being done
by Landlord.
6.06. Compliance with Laws and Insurance Standards. Tenant shall not
occupy, use, or permit any portion of the Premises to be occupied or used, for
any business or purpose which is disreputable or creates a fire hazard, or
permit anything to be done which would in any way increase the rate of insurance
coverage on the Building and/or its contents. If Tenant does or permits anything
to be done which shall increase the cost of any insurance policy required to be
carried hereunder, then Tenant shall reimburse Landlord, upon demand, for any
such additional premiums. Landlord shall deliver to Tenant a written statement
setting forth the amount of any such insurance cost increase and showing in
reasonable detail the manner in which it has been computed. Tenant shall comply
with all laws, ordinances, orders, rules and regulations (state, federal,
municipal or promulgated by other agencies or bodies having or claiming
jurisdiction) related to the use, condition or occupancy of the Premises or the
conduct of Tenant's business therein, including but not limited to, any
requirements concerning hiring of employees and any applicable laws and
regulations regarding accommodations for disabled persons, and Tenant shall keep
the Premises equipped with all safety appliances required by any law or
ordinance or other regulation of any public authority because of any use made by
Tenant of the Premises, and shall procure all licenses and permits so required
because of such use, and, if required by Landlord, 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 the Permitted Use. Nothing done by Tenant in
its use or occupancy of the Premises shall create, require or cause imposition
of any requirement by any public authority for structural or other upgrading of
or improvement to the Building. Notwithstanding the foregoing, Tenant shall not
be liable for any capital improvements or repairs to the Premises required by
any public authority unless such requirement arises due to the particular use of
the Premises by Tenant.
6.07. Entry for Repairs and Leasing. After reasonable notice (but not
more than two days' notice, except in emergencies when no such notice shall be
required), Landlord, its agents and representatives, shall have the right to
enter the Premises to inspect the same, to exercise such rights as may be
permitted hereunder, to make repairs or alterations to the Building or other
tenant spaces therein, to deal with emergencies, to post such notices as may be
permitted or required by law to prevent the perfection of liens against
Landlord's interest in the Building or to exhibit the Premises to prospective
tenants, purchasers, encumbrancers or others, or for any other purpose as
Landlord may deem necessary or desirable; provided, however, that Landlord shall
use reasonable efforts not to interfere with Tenant's business operations.
Tenant shall not be
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entitled to any abatement of Rent by reason of the exercise of any such right of
entry.
6.08. No Nuisance. Tenant shall conduct its business and control its
agents, employees, invitees and visitors in such manner as not to create any
nuisance, or interfere with, annoy or disturb any other tenant or Landlord in
its operation of the Building.
6.09. Subordination. Upon request of Landlord or the holder of any
Mortgage, within twenty (20) days of such request, Tenant shall execute and
deliver a recordable subordination, non-disturbance and attornment agreement or
other document in the form and containing such terms, conditions and covenants
(including without limitation those set forth below in this Section 6.09) as are
customarily used by the holder of such Mortgage, if such holder is an
institutional lender, or, if such holder is not an institutional lender,
containing such terms, conditions and covenants (including without limitation
those set forth below in this Section 6.09) as are customarily used by
institutional lenders lending funds in Boston, subordinating this Lease and the
rights of Tenant hereunder to the lien of the Mortgage and the rights of the
holder thereunder, provided that such holder of the Mortgage shall acknowledge
in writing that Tenant's quiet enjoyment under this Lease shall not be disturbed
nor shall Tenant's rights be terminated except in accordance with the terms of
this Lease. Without the consent of Tenant, the holder of any such Mortgage shall
have the right to elect to be subject and subordinate to this Lease, such
subordination to be effective upon such terms and conditions as such holder may
direct which are not inconsistent with the provisions hereof. Notwithstanding
any foreclosure or sale under any such Mortgage (or deed in lieu thereof), this
Lease shall remain in full force and effect, but Tenant shall attorn to the
holder or the purchaser at any such sale or foreclosure or the grantee of any
such deed. Upon such attornment, this Lease shall continue in full force and
effect as a direct lease between such mortgagee, purchaser or grantee, as a
successor landlord, and Tenant, upon all the terms, conditions and covenants set
forth herein, except that such mortgagee, purchaser or grantee (unless formerly
the Landlord under this Lease) shall not be (a) bound by any payment of Rent for
more than one month in advance; (b) bound by any amendment or modification of
this Lease made without the consent of the holder of the Mortgage; (c) liable in
any way to Tenant for any act or omission, neglect or default on the part of
Landlord under this Lease; (d) obligated to perform any work or improvements to
be done by Landlord in the Premises; or (e) subject to any counterclaim or
setoff which theretofore accrued to Tenant against Landlord. No owner of the
Premises shall be liable under this Lease except for breaches of Landlord's
obligations occurring while such person is the owner of the Premises.
For purposes of this Lease, "Mortgage" shall mean any and all
mortgages securing indebtedness for money borrowed by Landlord or indebtedness
for the refinancing of any such indebtedness, provided any such mortgage grants
a lien on all or any portion of the Building, including all amendments and
modifications thereto, from time to time. Any reference to "Mortgage" and
"mortgagee" herein
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shall include a sale and leaseback and the grantee-lessor of a sale and
leaseback used for financing purposes.
6.10 Estoppel Certificate. Within ten (10) days after written request by
Landlord, Tenant shall execute, acknowledge and deliver to Landlord a written
statement certifying (a) that this Lease is unmodified and in full force and
effect, or is in full force and effect as modified and stating the
modifications; (b) the amount of Base Rent and the date to which Base Rent and
additional rent have been paid in advance; (c) the amount of any security
deposited with Landlord; (d) that Landlord is not in default hereunder or, if
Landlord is claimed to be in default, stating the nature of any claimed default,
and (e) such other matters as may be reasonably requested by Landlord or any
prospective purchaser or mortgagee of the Property. Any such statement may be
relied upon by a purchaser, assignee or lender. Tenant's failure to execute and
deliver such statement within the time required shall be a default under this
Lease and shall also be conclusive evidence that (1) this Lease is in full force
and effect and has not been modified except as represented by Landlord; (2)
there are no uncured defaults in Landlord's performance and Tenant has no right
of offset, counterclaim or deduction against rent; and (3) not more than one
month's Base Rent has been paid in advance.
6.11. Tenant's Remedies. Tenant shall look solely to Landlord's interest
in the Building for recovery of any judgment from Landlord. Landlord, its
agents, employees, and, if Landlord is a partnership, its partners, whether
general or limited, or if Landlord is a corporation, its directors, officers or
shareholders, shall never be personally liable for any such judgment. Any lien
obtained to enforce any such judgment and levy of execution thereon shall be
subject and subordinate to any Mortgage.
6.12. Rules and Regulations. Tenant shall comply with the rules and
regulations for the Building attached as Exhibit E and such amendments thereto
as Landlord may adopt from time to time with prior notice to Tenant.
6.13. Personal Property at Tenant's Risk. All of the furnishings,
fixtures, equipment, effects and property of every kind, nature, and description
of Tenant and of all persons claiming by, through and 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, 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, by
the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft
or from any other cause, no part of said loss or damage is to be charged to or
be borne by Landlord, except to the extent caused by Landlord's negligence or
willful misconduct and except Landlord shall in no event be held harmless or
exonerated for any liability to Tenant or to any other person, for any injury,
loss, damage or liability to the extent such indemnity, hold harmless or
exoneration is prohibited by law.
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6.14. Payment of Landlord's Expenses. Tenant shall pay, as additional
rent, all reasonable costs, counsel and other fees incurred by Landlord in
connection with all requests by Tenant for consent or approval hereunder, and
the successful enforcement by Landlord of any obligation of Tenant under this
Lease.
6.15. Environmental Compliance. Tenant shall not cause or permit any
hazardous or toxic wastes, hazardous or toxic substances or hazardous or toxic
materials except for ordinary office and cleaning supplies (collectively,
"Hazardous Materials") to be used, generated, stored or disposed of on, under or
about, or transported to or from, the Premises (collectively, "Hazardous
Materials Activities") without first receiving Landlord's written consent, which
may be withheld for any reason and revoked at any time. If Landlord consents to
any such Hazardous Materials Activities, Tenant shall conduct them in strict
compliance (at Tenant's expense) with all applicable Regulations, as hereinafter
defined, and using all necessary and appropriate precautions to prevent any
spill, discharge, release or exposure to persons or property. Landlord shall not
be liable to Tenant for any loss, cost, expense, claims, damage or liability
arising out of any Hazardous Materials Activities by Tenant, Tenant's employees,
agents, contractors, licensees, customers or invitees, whether or not consented
to by Landlord. Tenant shall indemnify, defend with counsel acceptable to
Landlord, and hold Landlord harmless from and against any and all loss, costs,
expenses, claims, damages or liabilities arising out of all Hazardous Materials
Activities on the Premises by Tenant, its agents and employees during the Term,
whether or not consented to by Landlord. For purposes hereof, Hazardous
Materials shall include but not be limited to substances defined as "hazardous
substances", "toxic substances", or "hazardous wastes" in the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended; the Federal Hazardous Materials Transportation Act, as amended; and the
Federal Resource Conservation and Recovery Act, as amended ("RCRA"); those
substances defined as "hazardous wastes" in the Massachusetts Hazardous Waste
Facility Siting Act, as amended (Massachusetts General Laws Chapter 21D); those
substances defined as "hazardous materials" or "oil" in Massachusetts General
Laws Chapter 21E, as amended; and as such substances are defined in any
regulations adopted and publication promulgated pursuant to any of said laws
(collectively, "Regulations"). If Landlord consents to any Hazardous Materials
Activities, prior to using, storing or maintaining any Hazardous Materials on or
about the Premises, Tenant shall provide Landlord with a list of the types and
quantities thereof, and shall update such list as necessary for continued
accuracy. Tenant shall also provide Landlord with a copy of any Hazardous
Materials inventory statement required by any applicable Regulations, and any
update filed in accordance with any applicable Regulations. If Tenant's
activities violate or create a risk of violation of any Regulations or cause a
spill, discharge, release or exposure to any persons or property, Tenant shall
cease such activities immediately upon notice from Landlord. Tenant shall
immediately notify Landlord both by telephone and in writing of any spill,
discharge, release or exposure of Hazardous Materials or of any condition
constituting an "imminent hazard" under any
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Regulations. Landlord, Landlord's representatives and employees may enter the
Premises at any time during the Term to inspect Tenant's compliance herewith,
and may disclose any spill, discharge, release, or exposure or any violation of
any Regulations to any governmental agency with jurisdiction. Nothing herein
contained shall prohibit Tenant from using minimal quantities of cleaning fluid
and office supplies which may constitute Hazardous Materials but which are
customarily present in premises devoted to office use, provided that such use is
in compliance with all Regulations and shall be subject to all of the other
provisions of this Section 6.15.
ARTICLE VII
CASUALTY, EMINENT DOMAIN
7.01. Casualty Insurance. Landlord shall maintain, or cause to be
maintained, a policy or policies of insurance with the premiums thereon fully
paid in advance, issued by and binding upon an insurance company of good
financial standing, insuring the Building against loss or damage by fire or
other insurable hazards and contingencies for at least eighty percent (80%) of
the replacement cost thereof (or such minimum amount as shall be required to
eliminate operation of coinsurance provisions); provided, that Landlord shall
not be obligated to insure any furniture, equipment, machinery, goods or
supplies not covered by this Lease which Tenant may keep or maintain in the
Premises, or any alteration, addition or improvement which Tenant may make upon
the Premises. If the annual premiums charged Landlord for such casualty
insurance exceed the standard premium rates because the nature of Tenant's
operations results in extra-hazardous exposure, then Tenant shall, upon receipt
of appropriate premium invoices, reimburse Landlord for such increases in
premium as additional rent.
7.02. Liability Insurance. Landlord (with respect to the Building) and
Tenant (with respect to the Premises) shall maintain or cause to be maintained a
policy or policies of comprehensive general liability insurance with the
premiums thereon fully paid in advance issued by and binding upon an insurance
company of good financial standing, such insurance to afford minimum protection
of not less than Three Million Dollars ($3,000,000.00) for personal injury or
death in any one occurrence and of not less than One Million Dollars
($1,000,000.00) for property damage in any one occurrence. The coverages
required to be carried shall be extended to include blanket contractual
liability, personal injury liability (libel, slander, false arrest and wrongful
eviction), and broad form property damage liability. The certificate shall
indicate that the insurance provided specifically recognizes the liability
assumed by Tenant under this Lease and that the Tenant's insurance is primary
with any other insurance available to Landlord or any other named insured being
excess. Upon request of either party, the other party shall provide reasonable
evidence that the insurance required to be maintained hereunder is in full force
and effect.
7.03. Tenant's Insurance.
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(a) Tenant shall carry fire and special extended coverage
insurance on Tenant's own fixtures and personal property in the Premises in the
amount of their full replacement cost. In addition, Tenant shall maintain
workers' compensation insurance and all such other insurance as may be required
by applicable law. All policies required to be carried by Tenant hereunder and
all evidence of insurance provided to Landlord shall be issued by responsible,
financially sound companies qualified to do business and in good standing in the
Commonwealth of Massachusetts and shall contain an endorsement showing that
Landlord and each holder of a Mortgage (disclosed in writing to Tenant) is
included as an additional insured (except as to workers' compensation
insurance), as its interests may appear and an endorsement whereby the insurer
agrees not to cancel or alter the policy without not less than thirty (30) days
prior written notice to Landlord, to such mortgagee and all other named
insureds. Tenant shall, on or prior to the Term Commencement Date, deposit with
Landlord certificates of such insurance, and thereafter, on or prior to fifteen
(15) days before the expiration date of any coverage thereunder, shall deposit
with Landlord certificates evidencing the renewal of such policies. Any such
insurance may be maintained by Tenant under a blanket policy or policies,
however, that the minimum amount of the total insurance afforded by such blanket
policy which shall be allocable to the Premises and any sublimits of such policy
allocable to the Premises, shall be in amounts which shall not be less than the
amounts of the insurance required hereunder, and the protection afforded to
Landlord and each holder of a Mortgage under such policy shall be not less than
that which would have been afforded under a separate policy or policies relating
only to the Premises, and the certificate evidencing such insurance shall
contain provisions confirming the foregoing.
(b) In the event that Tenant fails to provide evidence of
insurance required to be provided by Tenant hereunder, Landlord shall be
authorized (but not required) to procure such coverage in the amounts stated
with all costs thereof to be chargeable to Tenant as additional rent, and
payable by Tenant upon receipt of written invoice therefor.
7.04. Indemnity and Exoneration. Except to the extent such indemnity or
exoneration is prohibited by law,
(a) As a material consideration to Landlord for executing this
Lease, Tenant assumes all risk of damage or injury to any person or property in,
on, or about the Premises from any cause, including without limitation, injury
or damage which may be sustained by the person or property of Tenant, its
employees, invitees, or any other person in or about the Premises, caused by or
resulting from (i) theft, burglary or acts of unauthorized persons in or about
the Building, (ii) any act of force majeure or any repair or alteration of any
part of the Building or failure to make any such repair or (iii) fire, steam,
electricity, gas, water or rain which may leak or blow from or into any part of
the Premises, or from the breakage, leakage, obstruction, or other defects of
pipes, sprinklers, wires, appliances, plumbing, air-conditioning or lighting
fixtures, whether
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such damage or injury results from conditions arising upon the Premises, any
other portion of the Property, or other sources, except the negligence or
willful misconduct of, or breach of this Lease, by Landlord, its agents,
employees, contractors or licensees provided, however, that nothing herein
contained shall limit Tenant's rights against any third party other than
Landlord, its agents, contractors or employees. Landlord shall not be liable to
Tenant or any other person or entity for any damages arising from any act or
omission of any other tenant of the Building.
(b) Tenant shall indemnify Landlord and hold Landlord harmless
of and from any and all loss, cost, damage, injury or expense arising out of or
related to claims of injury to or death of persons, damage to property occurring
or resulting directly or indirectly from the negligence or willful misconduct of
Tenant, its agents, employees and contractors in or about the Premises or the
Building, excluding however any such claim arising as a result of the gross
negligence or willful misconduct or breach of this Lease on the part of
Landlord, its agents, contractors or employees, such indemnity to include,
without limitation, the obligation to provide all costs of defense against any
such claims; and
(c) Tenant shall hold and save Landlord harmless and indemnify
Landlord of and from any and all loss, cost, damage, injury or expense arising
out of or in any way related to claims for work or labor performed, materials or
supplies furnished to or at the request of Tenant or in connection with
performance of any work done for the account of Tenant in the Premises or the
Building, such indemnity to include, without limitation, the obligation to
provide all costs of defense against any such claim.
(d) Landlord shall indemnify, protect, defend and hold harmless
the Tenant, its directors, officers, agents, lenders, employees, successors and
assigns from and against any and all claims, expenses or liabilities of whatever
nature arising from any negligence, willful misconduct or breach of this Lease
by Landlord, its officers, agents, employees, contractors or licensees.
7.05. Waiver of Subrogation Rights. Anything in this Lease to the
contrary notwithstanding, Landlord and Tenant each waive all rights or recovery,
claim, action or cause of action against the other, its agents (including
partners, both general and limited), officers, directors, shareholders or
employees, for any loss or damage that may occur to the Premises, or any such
party thereto, to the Building or to any personal property of such party
therein, by reason of fire, the elements, or any other cause which are required
to be insured against under the terms of the fire and extended coverage
insurance policies obtained pursuant to this Lease, regardless of cause or
origin, including negligence of the other party hereto, its agents, officers or
employees; and each party covenants that no insurer shall hold any right of
subrogation against such other party. Landlord and Tenant shall advise insurers
of the foregoing and such waiver shall be a part of each policy maintained by
such party which applies to the Premises, any part of the Building or Tenant's
use and occupancy of any part thereof; provided that this
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waiver shall be null and void if the affected insurer refuses to consent to such
waiver, and provided further that all costs associated with obtaining insurer
consent shall be borne by the party benefited by such waiver.
7.06. Condemnation and Loss or Damage.
(a) If the Premises or any portion of the Building shall be
taken or condemned for any public purpose to such an extent as to render the
Premises unsuitable for Tenant's use as reasonably determined by Landlord, this
Lease shall, at the option of either party (provided such option shall be
exercised by the giving of notice by the exercising party to the other party
within sixty (60) days from the date the exercising party has been notified in
writing of such taking or condemnation) forthwith cease and terminate as of the
date of the taking. All proceeds from any taking or condemnation of the Premises
shall belong to and be paid to Landlord and Tenant hereby assigns to Landlord
its interest in said proceeds subject to the rights of any holder of any
Mortgage; provided, however, that Landlord shall cooperate with Tenant if Tenant
seeks, in a separate proceeding, to recover, at its cost and expense,
compensation for its moving expenses and personal property diminishing or
delaying the award payable to Landlord on account of any taking or condemnation.
(b) In the event of a temporary taking (i.e. less than ninety
(90) days) of a portion of the Premises, there shall be no abatement of Rent and
Tenant shall remain fully obligated for performance of all of the covenants and
obligations on its part to be performed pursuant to the terms of this Lease. All
proceeds awarded or paid with respect thereto shall belong to Landlord.
7.07. Damage Due to Fire and Casualty. In the event of a fire or other
casualty in the Premises, Tenant shall immediately give notice thereof to
Landlord. The following provisions shall then apply:
(a) If the damage is limited solely to the Premises and the
Premises can be restored to substantially the condition that existed immediately
prior to the damage within six (6) months from the date of damage or
destruction, then, subject to any limitation contained in any Mortgage, Landlord
shall be obligated to rebuild the same and shall proceed diligently to do so;
provided, however, that Landlord shall have no obligation to repair or restore
the Premises or leasehold improvements except to the extent that Landlord
realizes insurance proceeds, if any, sufficient for such purposes and for all
other restoration and repair purposes and to the extent such proceeds are not
applied on account of the indebtedness secured by any Mortgage.
(b) If portions of the Building outside the boundaries of the
Premises are damaged or destroyed (whether or not the Premises are also damaged
or destroyed) and the Premises and the Building can both be made tenantable with
substantially all damage repaired within six (6) months from the date of damage
or destruction, and provided that Landlord determines that such repair and
restoration is
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economically feasible, then subject to any limitation contained in any Mortgage,
Landlord shall be obligated to do so; provided, however, that Landlord shall
have no obligation to repair or restore the Premises or leasehold improvements
except to the extent that Landlord realizes insurance proceeds, if any,
allocable thereto and sufficient for such purpose and for all other restoration
and repair purposes.
(c) If neither subsection 7.07(a) nor 7.07(b) above applies,
Landlord shall notify Tenant within sixty (60) days after such date and either
Tenant or Landlord may terminate this Lease within thirty (30) days after the
date of such notice; provided, however, that Landlord or its mortgagee shall
have the right to elect to reconstruct the Building and the Premises (provided
that the mortgagee shall undertake to reconstruct within the same time periods
allowed to Landlord), in which event Landlord or its mortgagee shall so notify
Tenant within said sixty (60) day period and Tenant shall thereupon have no
right to terminate this Lease except as otherwise set forth in the Lease.
(d) During any period when Tenant's use of the Premises is
significantly affected by damage or destruction, Rent shall ▇▇▇▇▇
proportionately until such time as the Premises are restored as reasonably
determined by Landlord and no portion of the Rent so abated shall be subject to
subsequent recapture.
(e) The proceeds from any insurance paid by reason of damage to
or destruction of the Building or any part thereof or any other element,
component or property insured by Landlord shall belong to and be paid to
Landlord, subject to the rights of the holder of any Mortgage, and Tenant hereby
assigns to Landlord any interest in said proceeds.
ARTICLE VIII
DEFAULT
8.01. Events of Default. The occurrence of any of the following shall
constitute an "Event of Default" on the part of Tenant:
(a) Nonpayment Of Rent. Failure to pay any payment of Rent due
and payable hereunder, upon the date when payment is due, such failure
continuing for a period of ten (10) business days after written notice of such
failure; provided, however, that Landlord shall not be required to provide such
notice more than twice during any twelve (12) month period with respect to
non-payment of Base Rent, the third such non-payment constituting default
without requirement of notice;
(b) Other Obligations. Failure to perform any obligation,
agreement or covenant under this Lease other than those matters specified in
Section 8.01(a), such failure continuing for twenty (20) business days after
written notice of such failure (or such longer period as is reasonably necessary
to remedy such default, provided
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that Tenant shall within such twenty (20) business-day period have commenced
such remedy and thereafter Tenant shall continuously and diligently pursue such
remedy at all times until such default is cured);
(c) Abandonment. Abandonment of the Premises or any part thereof
during the Term. Tenant shall be deemed to have abandoned the Premises if the
Premises remain substantially vacant or unoccupied for a period of thirty (30)
days;
(d) General Assignment. A general assignment by Tenant for the
benefit of creditors;
(e) Bankruptcy. The filing of any voluntary petition in
bankruptcy by Tenant, or the filing of an involuntary petition by Tenant's
creditors, which involuntary petition remains undischarged or unstayed for a
period of sixty (60) days. In the event that under applicable law the trustee in
bankruptcy or Tenant has the right to affirm this Lease and continue to perform
the obligations of Tenant hereunder, such trustee or Tenant shall, in such time
period as may be permitted by the bankruptcy court having jurisdiction, cure all
defaults of Tenant hereunder outstanding as of the date of the affirmance of
this Lease and provide to Landlord such adequate assurances as may be necessary
to ensure Landlord of the continued performance of Tenant's obligations under
this Lease;
(f) Receivership. The employment of a receiver to take
possession of substantially all of Tenant's assets or the Premises, if such
receivership remains undissolved for a period of ten (10) business days after
creation thereof;
(g) Attachment. The attachment, execution or other judicial
seizure of all or substantially all of Tenant's assets or the Premises, if such
attachment or other seizure remains undismissed or undischarged for a period of
ten (10) business days after the levy thereof;
(h) Insolvency. The admission by Tenant in writing of its
inability to pay its debts as they become due, the filing by Tenant of a
petition seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, the filing by Tenant of an answer admitting or failing timely
to contest a material allegation of a petition filed against Tenant in any such
proceeding or, if within sixty (60) days after the commencement of any
proceeding against Tenant seeking any reorganization, or arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such proceeding shall not have
been dismissed.
8.02. Remedies Upon Default.
(a) If an Event of Default occurs, Landlord shall have the
right, with or without notice or demand, immediately to terminate this Lease,
and at any time thereafter recover possession of the
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Premises or any part thereof and expel and remove therefrom Tenant and any other
person occupying the same, by any lawful means, and again repossess and enjoy
the Premises without prejudice to any of the remedies that Landlord may have
under this Lease, or at law or equity by reason of Tenant's default or of such
termination.
(b) Even though Tenant has breached this Lease, this Lease shall
continue in effect for so long as Landlord does not terminate Tenant's right to
possession under Section 8.02(a) hereof, and Landlord may enforce all of its
rights and remedies under this Lease, including, without limitation, the right
to recover Rent as it becomes due. Acts of maintenance, preservation or efforts
to lease the Premises or the appointment of a receiver upon application of
Landlord to protect Landlord's interest under this Lease shall not constitute an
election to terminate Tenant's right to possession.
8.03. Damages Upon Termination. Should Landlord terminate this Lease
pursuant to the provisions of Section 8.02(a) hereof, Landlord shall have all
the rights and remedies of a landlord in law or in equity. Upon such
termination, in addition to any other rights and remedies to which Landlord may
be entitled under applicable law, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination; (ii) the worth at the time of
award of the amount by which the unpaid Rent which would have been earned after
termination until the time of award exceeds the amount of such Rent loss that
the Tenant proves could have been reasonably avoided; (iii) the worth at the
time of award of the amount by which the unpaid Rent for the balance of the Term
after the time of award exceeds the rental value of the Premises for the balance
of the Term; and (iv) any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which, in the ordinary course, would be likely to result
therefrom. Tenant further covenants, as an additional cumulative obligation
after any such termination, to punctually pay to Landlord all sums and perform
all obligations which Tenant covenants in this Lease to pay and to perform, as
if this Lease had not been terminated. In calculating the amounts to be paid by
Tenant pursuant to this Section 8.03, Tenant shall be credited with any amount
paid to Landlord pursuant to this Section 8.03 and also (in respect of the
amounts referred to in (i) and (ii)) the net proceeds of rent obtained by
Landlord by reletting the Premises through the time of award, after deducting
all Landlord's expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, fees for legal
services and expenses of preparing the Premises for reletting, it being agreed
by Tenant that Landlord may (x) relet the Premises or any part thereof for a
term or terms which may at Landlord's option be equal 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 (y) 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
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collect rent under Landlord's reletting of the Premises shall operate or be
construed to release or reduce Tenant's liability as aforesaid. The "time of
award" shall refer to such time as (I) Tenant shall, as a settlement of the
amounts due pursuant to this Section 8.03, pay to Landlord such sums pursuant to
a written agreement in form and substance satisfactory to Landlord, or (II) the
date on which a judgment shall be entered in a court of competent jurisdiction
to the effect that Tenant shall pay Landlord the amounts due and owing pursuant
to this Section 8.03. The "worth at the time of award" of the amounts referred
to in (i) and (ii) shall mean such amounts together with interest at the lesser
of eighteen percent (18%) per annum or the maximum rate allowed by law. The
"worth at the time of award" of the amount referred to in (iii) shall mean such
amounts as computed by referenced to competent appraisal evidence or the formula
prescribed by and using the lowest discount rate permitted under applicable law.
8.04. Computation of Rent for Purposes of Default. For purposes of
computing unpaid Rent which would have accrued and become payable under this
Lease pursuant to the provisions of Section 8.03, unpaid Rent shall consist the
total Base Rent for the balance of the Term.
8.05. Intentionally Deleted.
8.06. Rights of Landlord in Bankruptcy. Nothing contained in this Lease
shall limit or prejudice the right of Landlord to prove for 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 in this Article VIII.
8.07. Late Charge. In addition to its other remedies, Landlord shall have
the right to add to the amount of any payment required to be made by Tenant
hereunder, and which is not paid on or before the date the same is due, an
amount equal to ten percent (10%) per annum of the delinquency thereof that the
delinquency remains outstanding, the parties agreeing that Landlord's damage by
virtue of such delinquencies would be difficult to compute and the amount stated
herein represents a reasonable estimate thereof. The late charge shall be due
upon demand by Landlord. Tenant shall reimburse Landlord for all costs and
expenses (including reasonable attorney's fees) incurred by Landlord to recover
the late charges due hereunder.
ARTICLE IX
MISCELLANEOUS
9.01. No Waiver. Failure of Landlord or Tenant to declare any default
immediately upon occurrence thereof, or delay in taking any action in connection
therewith, shall not waive such default, but Landlord or Tenant, as the case may
be, shall have the right to declare any such default at any time thereafter.
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9.02. Holding Over. In the event of holding over by Tenant after
expiration or termination of this Lease without the written consent of Landlord,
Tenant shall pay for each month of holdover tenancy one hundred and fifty
percent (150%) of the Rent which Tenant was obligated to pay for the month
immediately preceding the end of the Term for each month or partial month of any
such hold-over period together with such other amounts as may become due
hereunder. No holding over by Tenant after the Term shall operate to extend the
Term. In the event of any unauthorized holding over, Tenant shall indemnify
Landlord (i) against all claims for damages by any other tenant to whom Landlord
may have leased all or any part of the Premises covered hereby effective upon
the termination of this Lease, and (ii) for all other losses, costs and
expenses, including reasonable attorney's fees, incurred by Landlord by reason
of such holding over. Any holding over with the consent of Landlord in writing
shall thereafter constitute a lease from month to month.
9.03. Amendments and Modifications. This Lease may not be altered,
changed or amended, except by an instrument in writing signed by both parties
hereto.
9.04. Transfers by Landlord. Landlord shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations hereunder in
the Building and in such event and upon such transfer, no further liability or
obligations shall thereafter accrue against the transferring or assigning person
as Landlord hereunder.
9.05. Severability. If any term or provision of this Lease, or the
application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each provision of
this Lease shall be valid and shall be enforceable to the fullest extent
permitted by law.
9.06. Notices. All notices, demands, consents and approvals which may be
or are required to be given by either party to the other hereunder shall be in
writing and shall be deemed to have been delivered on the earlier of (i) the
date received, or (ii) the date of delivery, refusal, or non-delivery indicated
on the return receipt, if deposited in a United States Postal Service
depository, postage pre-paid, sent registered or certified mail, return receipt
requested, and addressed to the party to be notified at the address for such
party specified in Section 1.02 hereof, or to such other place as the party to
be notified may from time to time designate by at least fifteen (15) days notice
to the notifying party.
9.07. No Joint Venture. This Lease shall not be deemed or construed to
create or establish any relationship of partnership or joint venture or similar
relationship or arrangement between Landlord and Tenant hereunder.
9.08. Successors and Assigns. This Lease shall be binding upon and inure
to the benefit of Landlord, its successors and assigns; and
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shall be binding upon and inure to the benefit of Tenant, its successors, and to
the extent assignment may be permitted as of right or approved by Landlord
hereunder, Tenant's assigns.
9.09. Applicable Law. All rights and remedies of Landlord and Tenant
under this Lease shall be construed and enforced according to the laws of the
Commonwealth of Massachusetts.
9.10. Time of the Essence. Time is of the essence of each and every
covenant herein contained.
9.11. Submission Not an Option. The submission of this Lease for
examination does not constitute a reservation of or option for the Premises or
an offer to lease, 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 and delivered by both Landlord and
Tenant.
9.12. Brokerage. Tenant and Landlord each warrant to the other that it
has had no dealings with any broker or agent in connection with this Lease other
than the Broker, and each covenants to defend (with counsel reasonably approved
by the other party), hold harmless and indemnify the other party from and
against any and all costs, expense or liability for any compensation, commission
and charges claimed by any broker or agent except the Broker, arising out of the
warranting party's dealings in connection with this Lease or the negotiation
thereof.
9.13. Waiver of Jury Trial. Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other, on or in respect of a matter whatsoever arising out of
or in any way connected with this Lease, the relationship of Landlord and Tenant
hereunder, Tenant's use or occupancy of the Premises, and/or any claim of injury
or damages.
9.14. All Agreements Contained. This Lease contains all of the agreements
of the parties with respect to the subject matter hereof and supersedes all
prior dealings between them with respect to such subject matter.
9.15. Cumulative Remedies. The specific remedies to which Landlord may
resort under the terms of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which it may be lawfully
entitled in case of any breach or threatened breach by Tenant of any provisions
of this Lease. In addition to the other remedies provided in this Lease,
Landlord may 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.
9.16. Failure to Enforce. The failure of Landlord to seek redress for
violation of, or to insist upon strict performance of, any covenant or condition
of this Lease, or with respect to such
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failure of Landlord to enforce any of the rules and regulations referred to
herein, 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 the
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 Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No provision of this Lease shall be deemed to have been
waived by Landlord, unless such waiver shall be in writing and signed by
Landlord. No consent or waiver, express or implied, by Landlord to 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.
9.17. Representations by Tenant. Tenant represents and warrants that any
financial statements provided by it to Landlord were true, correct and complete
when provided, and that no material adverse change has occurred since that date
that would render them inaccurate or misleading. Tenant represents and warrants
that those persons executing this Lease on Tenant's behalf are duly authorized
to execute and deliver this Lease on its behalf, and that this Lease is binding
upon Tenant in accordance with its terms. Simultaneously with the execution of
this Lease, Tenant shall deliver evidence of such authority to Landlord in form
satisfactory to Landlord.
9.18. Force Majeure. When a period of time is herein prescribed for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there is excluded from the computation for any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions or any other cause of any kind
whatsoever which are beyond the control of Landlord. Subject to the preceding
sentence, time is of the essence of every part of this Lease.
9.19. Limitation on Liability. Landlord's rights hereunder are solely for
Landlord's benefit, and Landlord has no duty to exercise them for the benefit of
Tenant or others. Any liability of Landlord to Tenant under this Lease, or
arising from the relationship under it, is limited to the interest of Landlord
in the Building, and Landlord shall not be personally liable for any deficiency;
but this does not limit or deny any remedies which do not involve personal
liability.
9.20. Notice of Lease. Tenant agrees not to record this Lease, but on the
request of either party hereto, both parties hereto shall execute and deliver
(i) a notice of this Lease in form appropriate for recording or registration,
(ii) an agreement setting forth the Term Commencement Date, (iii) a notice in
form appropriate for recording or registration of any amendment of this Lease,
(iv) an agreement by Tenant to make payments and give notices to whatever
individual or entity shall be designated by Landlord for receiving any such
notice or payment and to comply with the provisions of any assignment of rents
granted to the holder of any Mortgage, and (v) if
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this Lease is terminated before the expiration of the Term, an instrument in
form appropriate for recording or registration pursuant to which Tenant
acknowledges the date of termination. If Tenant unreasonably refuses to execute
any of the notices, amendments, agreements and instruments provided for in the
immediately preceding sentence, or in Sections 6.05 and 6.10, within ten (10)
business days after Landlord gives notice to Tenant requesting execution of the
same, Landlord may effect such execution on behalf of Tenant as Tenant's
attorney-in-fact and Tenant hereby grants to Landlord an irrevocable power of
attorney to execute on behalf of Tenant each such notice, amendment, agreement
and instrument, which power is coupled with an interest.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as a
sealed instrument as of the day and year first above written.
LANDLORD
Attest: ▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE
INSURANCE COMPANY
___________________________ By:___________________________
Clerk Its:
UNICARE LIFE & HEALTH
INSURANCE COMPANY
Attest: ______________________________
___________________________ By:___________________________
Clerk Its:
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Exhibit A
Premises
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3RD FLOOR PLAN
33
7TH FLOOR PLAN
▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇
▇▇▇ ▇▇▇▇▇ PLAN
36
11TH FLOOR PLAN
37
12TH FLOOR PLAN
38
13TH FLOOR PLAN
▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇
▇▇▇▇▇▇▇ ▇ to Lease
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company - Landlord
_________________________________________ - Tenant
Description of Lot
The land with the building thereon situated on Berkeley Street, Boston,
Suffolk County, Commonwealth of Massachusetts, bounded and described as follows:
Northerly on St. ▇▇▇▇▇ Avenue two hundred seventy-two 7/10 feet; Easterly on
Berkeley Street two hundred ninety-one 68/100 feet; Southerly on Stuart Street
two hundred seventy-two 8/10 feet and Westerly by other land of Landlord two
hundred ninety-one 7/10 feet. There is included within the Lot 79,566 square
feet more or less.
The Lot is shown as the cross hatched area on the survey prepared by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, R.L.S., dated February 17, 1983 attached as Exhibit B-1
hereto.
The Lot is a portion of the premises described in deed of ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Trustees of the Park Square Real Estate Trust to ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual
Life Insurance Company, dated September 27, 1918 and recorded with the Suffolk
County Registry of Deeds in Book 4107, Page 81 and shown on a plan by ▇▇▇▇▇▇▇▇▇
& Lincoln, Civil Engineers, dated September 18, 1918 recorded with said Deeds in
Book 4107, Page 80.
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Exhibit C to Lease
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company - Landlord
_________________________________________ - Tenant
Schedule of Janitorial Services
OFFICE AREA
Daily: (Monday through Friday, inclusive, holidays excepted)
1. Empty all waste receptacles and return to proper locations.
2. Sweep and dust mop all uncarpeted areas.
3. Vacuum all rugs and carpeted areas.
4. Dust all horizontal surfaces of furniture and equipment within
normal reach.
5. Clean and sanitize all drinking fountains and water coolers.
6. Remove fingermarks from glass doors.
7. Wipe clean all brass and other metal surfaces within normal reach.
Monthly:
1. Remove all fingermarks from doors, door jambs, and light switches.
Quarterly:
1. Dust all pictures, frames, chart boards and similar wall hangings.
2. Dust all vertical surfaces not reached in daily cleaning.
LAVATORIES
Daily:
1. Sweep and mop floors.
2. Clean and sanitize all floors, toilet seats, bowls, urinals and
fixtures.
3. Clean all mirrors and shelves.
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4. Refill towel dispensers, soap dispensers, tissue holders; materials
to be furnished by Landlord.
5. Empty paper towel receptacles.
6. Dust all partitions.
Monthly:
1. Wash all partitions, dispensers, and splash areas.
2. Dust all light fixtures and ventilating grilles.
Quarterly:
1. Wash all tile walls and partitions.
Tenant requiring services in excess of those described above shall request same
through Landlord at Tenant's expense.
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Exhibit D to Lease for Floors
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company - Landlord
_________________________________________ - Tenant
List of Legal Holidays
For the purposes of the Lease of which this Exhibit is a part, the term "Legal
Holidays" shall be construed to include those days upon which the following
holidays are legally observed from time to time, according to the laws of The
Commonwealth of Massachusetts or the United States of America:
New Year's Day
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇'▇ Birthday
Washington's Birthday
Patriots' Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Veteran's Day
Thanksgiving Day
Christmas Day
The term "Legal Holidays" shall also include such additional holidays, if any,
hereafter provided for by The Commonwealth of Massachusetts or the United States
of America.
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Exhibit E to Lease
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company - Landlord
_________________________________________ - Tenant
Rules and Regulations
1. The sidewalks, doorways, halls, stairways, vestibules and other
similar areas shall not be obstructed or used for any purpose other than ingress
to and egress from tenants' respective leased premises, and for going from one
part of the Building to another part.
2. Plumbing fixtures shall be used only for their designated purpose, and
no substances of any kind shall be deposited therein which they are not designed
to handle. Damage to any such fixture resulting from misuse by any tenant or its
employees or invitees shall be repaired at the expense of such tenant.
3. Signs, advertisements, graphics, or notices visible in or from public
corridors shall be subject to Landlord's written approval. Nails, screws, and
other attachments to the Building, other than within the tenants' respective
leased premises, require prior written consent from Landlord.
4. Movement in to, inside of or out of the Building of furniture, office
equipment, or other bulky material which requires the use of elevators,
stairways, or Building entrance and lobby shall be restricted to hours
reasonably established by Landlord. All such movements shall be restricted to
the Building's freight elevators. Prearrangements with Landlord should be made
regarding the time, method, and routing of movement.
5. Landlord shall have the power to reasonably prescribe the weight and
position of safes and other heavy equipment, which shall in all cases, to
distribute weight, stand on supporting devices approved by Landlord. In
addition, tenants shall obtain written approval of Landlord prior to
installation or subsequent relocation of any libraries or storage rooms.
6. All routine deliveries to the premises shall be made between the hours
of 8:00 a.m. and 5:00 p.m. weekdays (other than holidays) unless other
arrangements are approved in advance by the Building management office, and only
shall be made through the freight elevators. Passenger elevators are to be used
only for the movement of persons, unless an exception is approved by the
Building management office. Tenants will adhere to any peak period delivery
restrictions implemented by the City of Boston.
7. Corridor doors, when not in use, shall be kept closed.
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8. Deliveries of water, soft drinks, newspapers, or other such items to
any tenant's leased premises shall be made by use of the freight elevators, if
Landlord so directs.
9. Nothing shall be swept or thrown into the corridors, halls, elevator
shafts, or stairways. No birds, fish, or animals of any kind (other than
seeing-eye dogs) shall be brought into or kept in, on or about any tenant's
leased premises.
10. No cooking shall be done in any tenant's leased premises except in
connection with a Permitted Use as provided in tenant's lease. All permitted
cooking shall be done in a manner which complies with all of the provisions of
the tenant's lease and which does not produce fumes or odors. All cooking
facilities shall be subject to approval of Landlord and must be approved by all
applicable state and municipal authorities.
11. No tenant shall use or keep on its leased premises any kerosene,
gasoline, or inflammable or combustible fluid or material other than limited
quantities reasonably necessary for the operation and maintenance of office
equipment or for other Permitted Uses under tenant's lease or as otherwise
expressly permitted by tenant's lease. No tenant shall use or keep any noxious
gas or substances in its leased premises, or permit its leased premises to be
used in a manner offensive or objectionable to Landlord or other occupants of
the Building by reason of noise, odors, or vibrations, or interfere in any way
with other tenants or those having business therein. All equipment causing
vibrations shall be isolated.
12. Tenants shall not tamper with or attempt to adjust temperature
control thermostats in their leased premises. Landlord shall make adjustments in
thermostats on call from tenants.
13. Tenants shall comply with all requirements necessary for the security
of their leased premises and the Building, including the use of service passes
issued by Landlord for after hours movement of office equipment/packages, and
signing security register in Building lobby after hours.
14. Landlord will furnish each tenant with a reasonable number of initial
keys for entrance doors into its leased premises, and may charge for additional
keys thereafter. All such keys shall remain the property of Landlord. No
additional locks will be allowed on any door of any leased premises without
Landlord's prior written consent and tenants shall not make any duplicate keys,
except those provided by Landlord. Upon termination of this Lease, each tenant
shall surrender to Landlord all keys to its leased premises, and give to
Landlord the combination of all locks for safes and vault doors, if any, in the
leased premises.
15. Canvassing, peddling, soliciting and distribution of hand-bills in
the Building are prohibited and each tenant will cooperate to prevent these
activities.
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16. Landlord reserves the right to modify or rescind any of these rules
and regulations and to make future reasonable and nondiscriminatory rules and
regulations required for the safety, protection, and maintenance of the
Building, the operation and preservation of good order thereof, and the
protection and comfort of the tenants and their employees and visitors so long
as the same shall be adopted after prior notice to tenants and in any event:
consistent with and in furtherance of the operation of the Building as a
first-class, multi-tenant office building; not inconsistent with any of the
provisions of, or materially affect any of the costs and expenses of tenant
under tenant's lease; and shall be uniformly applied to all tenants and
occupants of the Building. Such rules and regulations, when made and written
notice given to a tenant, shall be binding upon such tenant as if originally
herein prescribed from and after the date of notice to Tenant.
17. Tenants shall not make or permit any improper noises in the Building
or otherwise unreasonably interfere in any way with other tenants or persons
having business with them.
18. Landlord will not be responsible for lost or stolen personal
property, money or jewelry from any tenant's leased premises or public areas,
regardless of whether such loss occurs when such area is locked against entry or
not.
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