EXHIBIT 10.10
FROM THE OFFICE OF
Heritage Place LLC. c/o
Ozzy Property Mgmt, Inc.
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STANDARD FORM COMMERCIAL LEASE
1. PARTIES LESSOR, which expression shall include Heritage
(fill in) Place, LLC, heirs, successors, and assigns where
the context so admits, does hereby lease to
NxSTAGE Medical, Inc., ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
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2. PREMISES LESSEE, which expression shall include NxSTAGE
(fill in and include, if Medical, Inc., successors, executors,
applicable, suite number, administrators, and assigns where the context so
floor number, and square admits, and the LESSEE hereby leases the following
feet) described premises:
Approximately 44,050 rentable square feet
consisting of 43,050 rentable square feet on the
fifth floor in Heritage Place, Lawrence, MA, of
which 26,139 RSF is finished space and 16,911 RSF
will be unfinished in accordance with Base
Building descriptions below. Approximately 1,000
rentable square feet will be basement storage
space. The leased premises are shown by
cross-hatching on the plan of the building
attached hereto as Exhibit "A" together with the
right to use in common with others entitled
thereto, the hallways, the stairways, and
elevators necessary for access to said leased
premises nearest thereto and the right to use a
portion of the roof for HVAC installation and
maintenance, provided that such use will not in
any way interfere with the LESSOR's right to
utilize the roof for other purposes including, but
not limited to, leasing such roof area to wireless
communications facilities.
together with the right to use in common, with
others entitled thereto, the hallways, stairways,
and elevators, necessary for access to said leased
premises, and lavatories nearest thereto.
3. TERM The term of this lease shall be for five years
(fill in) commencing on see paragraph 52 and ending on
4. RENT The LESSEE shall pay to the LESSOR fixed rent at
(fill in) the rate of 422, 736 dollars per year, payable in
advance in monthly installments of $ 35, 228
subject to proration in the case of any partial
calendar month. All rent shall be payable without
offset or deduction.
continued in paragraph 33
5. SECURITY DEPOSIT Upon the execution of this lease, the LESSEE shall
(fill in) pay to the LESSOR the amount of 450, 000 dollars,
which shall be held as a security for the LESSEE'S
performance as herein provided and refunded to the
LESSEE at the end of this lease subject to the
LESSEE's satisfactory compliance with the
conditions hereof.
continued in paragraph 47
6. RENT ADJUSTMENT If in any tax year commencing with the fiscal year
2002 , the real estate taxes on the land and
buildings, of which the leased premises are a
A. TAX ESCALATION part, are in excess of the amount of the real
(fill in or delete) estate taxes thereon for the fiscal year 2001
(hereinafter called the "Base Year"), LESSEE will
pay to LESSOR as additional rent hereunder, when
and as designated by notice in writing by LESSOR,
14.68 per cent of such excess that may occur in
each year of the term of this lease or any
extension or renewal thereof and proportionately
for any part of a fiscal year. If the LESSOR
obtains an abatement of any such excess real
estate tax, a proportionate share of such
abatement, less the reasonable fees and costs
incurred in obtaining the same, if any, shall be
refunded to the LESSEE.
B. OPERATING COST The LESSEE shall pay to the LESSOR as additional
ESCALATION rent hereunder when and as designated by notice in
(fill in or delete) writing by LESSOR, 14.68 per cent of any increase
in operating expenses over those incurred during
the calendar year 2001. Operating expenses are
defined for the purposes of this agreement as all
costs and expenses incurred by the LESSOR during
any calendar year in connection with the operation
and maintenance of the land and buildings of which
the leased premises are a part, including without
limitation insurance premiums, license fees,
janitorial service, landscaping and snow removal,
employee compensation and fringe benefits,
equipment and materials, utility costs, repairs,
maintenance and any capital expenditure
(reasonably amortized with interest) incurred in
order to reduce other operating expenses or comply
with any governmental requirement.
Continued in paragraph 48
This increase shall be prorated should this lease
be in effect with respect to only a portion of any
calendar year.
7. UTILITIES The LESSEE shall pay, as they become due, all
delete bills for electricity and other utilities (whether
"air conditioning" they are used for furnishing heat or other
if not applicable purposes) that are furnished to the leased
premises and presently separately metered, and all
bills for fuel furnished to a separate tank
servicing the leased premises exclusively. The
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LESSOR agrees to provide all other utility service
and to furnish reasonably hot and cold water and
reasonable heat and air conditioning (except to
the extent that the same are furnished through
separately metered utilities or separate fuel
tanks as set forth above) to the leased premises,
the hallways, stairways, elevators, and lavatories
during normal business hours on regular business
days of the heating and air conditioning seasons
of each year, to furnish elevator service and to
light passageways and stairways during business
hours, and to furnish such cleaning service as is
customary in similar buildings in said city or
town, all subject to interruption due to any
accident, to the making of repairs, alterations,
or improvements, to labor difficulties, to trouble
in obtaining fuel, electricity, service, or
supplies from the sources from which they are
usually obtained for said building, or to any
cause beyond the LESSOR's control.
LESSOR shall have no obligation to provide
utilities or equipment other than the utilities
and equipment within the premises as of the
commencement date of this lease. In the event
LESSEE requires additional utilities or equipment,
the installation and maintenance thereof shall be
the LESSEE's sole obligation, provided that such
installation shall be subject to, the written
consent of the LESSOR. continued in addendum
paragraph 28
8. USE OF LEASED PREMISES The LESSEE shall use the leased premises only for
(fill in) the purpose of professional office space,
laboratory, light manufacturing and warehouse
space. except as provided for in paragraph 37
9. COMPLIANCE WITH LAWS The LESSEE acknowledges that no trade or
occupation shall be conducted in the leased
premises or use made thereof which will be
unlawful, improper, noisy or offensive, or
contrary to any law or any municipal by-law or
ordinance in force in the city or town in which
the premises are situated. Without limiting the
generality of the foregoing (a) the LESSEE shall
not bring or permit to be brought or kept in or on
the leased premises or elsewhere on the LESSOR's
property any hazardous, toxic, inflammable,
combustible or explosive fluid, material, chemical
or substance, including without limitation any
item defined as hazardous pursuant to Chapter 21 E
of the Massachusetts General Laws; and (b) the
LESSEE shall be responsible for compliance with
requirements imposed by the Americans with
Disabilities Act relative to the layout of the
leased premises and any work performed by the
LESSEE therein continued in paragraph 55
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10. FIRE INSURANCE The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance on
the property of which the leased premises are a
part, or on the contents of said property or which
shall be contrary to any law or regulation from
time to time established by the New England Fire
Insurance Rating Association, or any similar body
succeeding to its powers. The LESSEE shall on
demand reimburse the LESSOR, and all other
tenants, all extra insurance premiums caused by
the LESSEE's use of the premises.
with reasonable wear and tear,
11. MAINTENANCE The LESSEE agrees to maintain the leased premises
in good condition, damage by fire and other
casualty only excepted, and whenever necessary, to
A. LESSEE'S OBLIGATIONS replace plate glass and other glass therein,
acknowledging that the leased premises are now in
good order and the glass whole. The LESSEE shall
not permit the leased premises to be overloaded,
damaged, stripped, or defaced, nor suffer any
waste. LESSEE shall obtain written consent of
LESSOR before erecting any sign on the premises.
▇. ▇▇▇▇▇▇'▇ OBLIGATIONS The LESSOR agrees to maintain the structure of the
building of which the leased premises are a part
in the same condition as it is at the commencement
of the term or as it may be put in during the term
of this lease, reasonable wear and tear, damage by
fire and other casualty only excepted, unless such
maintenance is required because of the LESSEE or
those for whose conduct the LESSEE is legally
responsible.
12. ALTERATIONS - ADDITIONS The LESSEE shall not make structural alterations
or additions to the leased premises, but may make
non-structural alterations provided the LESSOR
consents thereto in writing, which consent shall
not be unreasonably withheld or delayed. All such
allowed alterations shall be at LESSEE's expense
and shall be in quality at least equal to the
present construction. LESSEE shall not permit any
mechanics' liens, or similar liens, to remain upon
the leased premises for labor and material
furnished to LESSEE or claimed to have been
furnished to LESSEE in connection with work of any
character performed or claimed to have been
performed at the direction of LESSEE and shall
cause any such lien to be released of record
forthwith without cost to LESSOR. Any alterations
or improvements made by the LESSEE shall become
the property of the LESSOR at the termination of
occupancy as provided herein. continued in
addendum paragraph 49
13. ASSIGNMENT The LESSEE shall not assign or sublet the whole or
any part of the leased premises without LESSOR's
prior written consent.
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SUBLEASING Notwithstanding such consent, LESSEE shall remain
liable to LESSOR for the payment of all rent and
for the full performance of the covenants and
conditions of this lease.
14. SUBORDINATION This lease shall be subject and subordinate to any
and all mortgages, deeds of trust and other
instruments in the nature of a mortgage, now or at
any time hereafter, a lien or liens on the
property of which the leased premises are a part
and the LESSEE shall, when requested, promptly
execute and deliver such written instruments as
shall be necessary to show the subordination of
this lease to said mortgages, deeds of trust or
other such instruments in the nature of a
mortgage.
continued in addendum paragraph 50
15. LESSOR'S ACCESS The LESSOR or agents of the LESSOR may, at
reasonable times, enter to view the leased
premises and may remove placards and signs not
approved and affixed as herein provided, and make
repairs and alterations as LESSOR should elect to
do and may show the leased premises to others, and
at any time within three (3) months before the
expiration of the term, may affix to any suitable
part of the leased premises a notice for letting
or selling the leased premises or property of
which the leased premises are a part and keep the
same so affixed without hindrance or molestation.
continued in addendum paragraph 56
16. INDEMNIFICATION AND The LESSEE shall save the LESSOR harmless from all
LIABILITY loss and damage occasioned by anything occurring
(fill in) on the leased premises unless caused by the
negligence or misconduct of the LESSOR, and from
all loss and damage wherever occurring occasioned
by any omission, fault, neglect or other
misconduct of the LESSEE. The removal of snow and
ice from the sidewalks bordering upon the leased
premises shall be LESSOR' S responsibility.
17. LESSEE'S LIABILITY The LESSEE shall maintain with respect to the
INSURANCE leased premises and the property of which the
(fill in) leased premises are a part comprehensive public
liability insurance in the amount of $1,000,000
with property damage insurance in limits of
$1,000,000 in responsible companies qualified to
do business in Massachusetts and in good standing
therein insuring the LESSOR as well as LESSEE
against injury to persons or damage to property as
provided. The LESSEE shall deposit with the LESSOR
certificates for such insurance at or prior to the
commencement of the term, and thereafter within
thirty (30) days prior to the expiration of any
such policies. All such insurance
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certificates shall provide that such policies
shall not be cancelled without at least ten (10)
days prior written notice to each assured named
therein.
18. FIRE, CASUALTY - EMINENT Should a substantial portion of the leased
DOMAIN premises, or of the property of which they are a
part, be substantially damaged by fire or other
casualty, or be taken by eminent domain, the
LESSOR may elect to terminate this lease. When
such fire, casualty, or taking renders the leased
premises substantially unsuitable for their
intended use, a just and proportionate abatement
of rent shall be made, and the LESSEE may elect to
terminate this lease if:
(a) The LESSOR fails to give written notice within
thirty (30) days of intention to restore leased
premises, or
(b) The LESSOR fails to restore the leased
premises to a condition substantially suitable for
their intended use within ninety (90) days of said
fire, casualty or taking.
The LESSOR reserves, and the LESSEE grants to the
LESSOR, all rights which the LESSEE may have for
damages or injury to the leased premises for any
taking by eminent domain, except for damage to the
LESSEE's fixtures, property, or equipment.
19. DEFAULT AND BANKRUPTCY In the event that:
(fill in)
(a) The LESSEE shall default in the payment of any
installment of rent or other sum herein specified
and such default shall continue for ten (10) days
after written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations hereunder
and such default shall not be corrected within
thirty (30) days after written notice thereof; or
(continued in addendum paragraph 51)
(c) The LESSEE shall be declared bankrupt or
insolvent according to law, or, if any assignment
shall be made of LESSEE's property for the benefit
of creditors,
then the LESSOR shall have the right thereafter,
while such default continues, to re-enter and take
complete possession of the leased premises, to
declare the term of this lease ended, and remove
the LESSEE's effects, without prejudice to any
remedies which might be otherwise used for arrears
of rent or other default. The LESSEE shall
indemnify the LESSOR against all loss of rent and
other payments which the LESSOR may incur by
reason of such termination during the residue of
the term. If the LESSEE
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shall default, after reasonable notice thereof, in
the observance or performance of any conditions or
covenants on LESSEE's part to be observed or
performed under or by virtue of any of the
provisions in any article of this lease, the
LESSOR, without being under any obligation to do
so and without thereby waiving such default, may
remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the
payment of money in connection therewith,
including but not limited to, reasonable
attorney's fees in instituting, prosecuting or
defending any action or proceeding, such sums paid
or obligations insured, with interest at the rate
of 18 per cent per annum and costs, shall be paid
to the LESSOR by the LESSEE as additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating
(fill in) to the leased premises or to the occupancy
thereof, shall be deemed duly served if mailed to
the leased premises, registered or certified mail,
return receipt requested, postage prepaid,
addressed to the LESSEE. Any notice from the
LESSEE to the LESSOR relating to the leased
premises or to the occupancy thereof, shall be
deemed duly served, if mailed to the LESSOR by
registered or certified mail, return receipt
requested, postage prepaid, addressed to the
LESSOR at such address as the LESSOR may from time
to time advise in writing. All rent notices shall
be paid and sent to the LESSOR at Heritage Place,
LLC c/of Ozzy Property Management, Inc., ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
21. SURRENDER The LESSEE shall at the expiration or other
termination of this lease remove all LESSEE's
goods and effects from the leased premises,
(including, without hereby limiting the generality
of the foregoing, all signs and lettering affixed
or painted by the LESSEE, either inside or outside
the leased premises). LESSEE shall deliver to the
LESSOR the leased premises and all keys, locks
thereto, and other fixtures connected therewith
and all alterations and additions made to or upon
the leased premises, in good condition, damage by
fire or other casualty only excepted. In the event
of the LESSEE's failure to remove any of LESSEE's
property from the premises, LESSOR is hereby
authorized, without liability to LESSEE for loss
or damage thereto, and at the sole risk of LESSEE,
to remove and store any of the property at
LESSEE's expense, or to retain same under LESSOR's
control or to sell at public or private sale,
without notice any or all of the property not so
removed and to apply the net proceeds of such sale
to the payment of any sum due hereunder, or to
destroy such
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property.
22. CONDITION OF in paragraph 32 of the addendum & on Exhibits B&C
PREMISES attached hereto
Except as may be otherwise expressly set forth
herein, the LESSEE shall accept the leased
premises "as is" in their condition as of the
commencement of the term of this lease, and the
LESSOR shall be obligated to perform no work
whatsoever in order to prepare the leased premises
for occupancy by the LESSEE.
23. FORCE MAJEURE In the event that the LESSOR is prevented or
delayed from making any repairs or performing any
other covenant hereunder by reason of any cause
reasonably beyond the control of the LESSOR, the
LESSOR shall not be liable to the LESSEE therefor
nor, except as expressly otherwise provided in
case of casualty or taking, shall the LESSEE be
entitled to any abatement or reduction of rent by
reason thereof, nor shall the same give rise to a
claim by the LESSEE that such failure constitutes
actual or constructive eviction from the leased
premises or any part thereof.
24. LIABILITY OF OWNER No owner of the property of which the leased
premises are a part shall be liable hereunder
except for breaches of the LESSOR's obligations
occurring during the period of such ownership. The
obligations of the LESSOR shall be binding upon
the LESSOR's interest in said property, but not
upon other assets of the LESSOR, and no individual
partner, agent, trustee, stockholder, officer,
director, employee or beneficiary of the LESSOR
shall be personally liable for performance of the
LESSOR's obligations hereunder.
25. OTHER PROVISIONS It is also understood and agreed that
The addendum attached hereto is hereby
incorporated by reference into this lease.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
17th day of October, 2000
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
LESSOR Heritage Place, LLC
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LESSEE Member
_________________________________ ________________________________
LESSEE LESSOR
_________________________________
BROKERS
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STANDARD ADDENDUM TO COMMERCIAL LEASE
FOR HERITAGE PLACE
26. UTILITIES. The terms and provisions as set forth in this Paragraph 28 are
intended to be incorporated by reference into Paragraph 7 of the Lease. LESSEE
shall arrange and be solely responsible for janitorial, cleaning and security
services on the leased premises. LESSEE shall provide and pay for it's own
telephone and/or cable services. LESSOR acknowledges and agrees that LESSEE may
need to install additional ventilating and other air treatment systems within
the leased premises or as allowed on the roof under P 2 above in connection with
the construction by LESSEE of a "clean room" within the leased premises. LESSOR
hereby pre-approves and consents to such installation if such additional systems
are deemed necessary by LESSEE provided that such use shall not interfere with
any other tenants right to peaceable use and occupation of their own units.
27. COMPLIANCE WITH LAWS. LESSEE acknowledges and agrees that LESSOR has made no
representation or warranty as to the compliance of LESSEE's proposed use of the
leased premises (as described in Section 8 of the Lease) with any zoning or
other approvals required by governmental authorities in connection with LESSEE's
specific use of the leased premises shall be obtained by LESSEE at LESSEE's sole
cost and expense. After initial construction to be completed by LESSOR meeting
all applicable codes and unless such work is initiated at the request of LESSOR
or other tenants in the building, LESSEE shall be solely responsible for
correcting any failure to comply with any requirements of the Americans with
Disabilities Act or the regulations of the Massachusetts Architectural Access
Board, which failure is result of LESSEE's particular use (including without
limitation any use which shall result in the characterization of the leased
premises as a "public accommodation" or "place of public accommodation") of the
leased premises for other than professional office uses as permitted under
section 8 of this Lease.
28. OPTION TO EXTEND ON TENANCY-AT-WILL BASIS. Provided that this Lease is then
in full force and effect and provided that LESSEE is not then in default
hereunder, the parties may extend this Lease on 30-day tenancy-at-will basis,
upon all the terms, conditions and provisions of this Lease at the expiration of
the term, as the same may be extended as herein provided. If the parties elect
to so extend the term of this Lease, either party may thereafter terminate the
tenancy-at-will, with or without cause by thirty (30) days' written notice to
the other party.
29. BROKERS. LESSOR and LESSEE warrant and represent to each other that no agent
or broker was involved on their behalf in the negotiation or consummation of
this lease (other than CRF Partners and Auburndale Realty whose commissions
shall be paid by LESSOR upon lease commencement). LESSOR and LESSEE each agree
to indemnify and hold harmless the other from any and all claims, brokerage
commissions or fees arising out of any communications or negotiations between
LESSOR or LESSEE, as the case may be, and any broker or agent regarding the
leased premises or consummation of this Lease (other than that commission
identified in this Section 31).
30. PREMISES "AS IS". LESSEE acknowledges that it has inspected the leased
premises and agreed to accept the leased premised in their "AS IS" condition,
subject only to those
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improvements or alterations identified on Exhibit B and Exhibit C attached
hereto, and incorporated into this Lease and described in Section 49 hereof.
31. RENT. LESSEE shall pay the rent described in Section 4 on the first of each
month, without set off, abatement or reduction. Any payment of rent received by
LESSOR more than ten days after the same is due shall be subject to an
administrative charge of 5% of the amount of such overdue payment. Payments of
rent made more than fifteen days after the date due shall incur an additional
charge of 1% per month until the same is paid in full. LESSEE and LESSOR agree
that the rent as set forth in Section 4 shall be effective for a period of one
year from the commencement date of the term of this Lease (as set forth in
Section 3), and shall be subject to annual increases as follows, such increases
to become effective on the respective anniversary of the commencement date of
the term of this lease:
Year 2: $444,262.50 per year; $37,022.00 per month
Year 3: $465,787.50 per year; $38,816.00 per month
Year 4: $487,312.50 per year; $40,609.00 per month
Year 5: $508,837.50 per year; $42,403.00 per month
Notwithstanding the foregoing, LESSOR agrees that the rent increases set forth
above for Lease Years 4 and 5 shall be subject to and shall not be effective
until completion of Lessor's improvements to the land and the building specified
on Exhibit E hereof.
32. PARTNERSHIP. If LESSEE is a partnership, then LESSEE and LESSOR agree that:
(a) the liability of each of the parties comprising LESSEE shall be joint and
several; (b) each of the parties comprising lessee hereby consents and agrees to
be bound by any written instrument executed by any one of such parties
comprising LESSEE which may hereafter be executed which modifies or discharges
this Lease; (c) any bills, notices, or other communications given or rendered to
LESSEE or any of the parties comprising LESSEE shall be deemed given or rendered
to LESSEE and to all such parties and shall be binding upon LESSEE and all such
parties; (d) if LESSEE shall admit new partners, all of such new partners shall,
by their admission to LESSEE, be deemed to have assumed performance of all of
the terms, covenants and conditions of the Lease on LESSEE's part to be observed
and performed; (e) LESSEE shall give prompt notice to LESSOR of the admission of
any such new partners, and upon demand of LESSOR, shall cause each such new
partner to execute and deliver to LESSOR an agreement in form satisfactory to
LESSOR evidencing such new partner's assumption of the obligations described in
(d) above.
33. PARKING. LESSEE shall be entitled to parking spaces, 3 per 1,000 square feet
of finished rentable space. At the beginning of the lease term, this represents
78 spaces. LESSEE's right to utilize such parking spaces shall be on a
nonexclusive and unassigned basis. Per the provisions of Section 12 herein,
Lessee will notify Lessor of the completion of any non-finished space, upon
which Lessor will insure additional parking spaces are allotted and available
within the terms set forth above.
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34. ALTERATIONS. In addition to LESSEE's obligations under Section 21, LESSEE
shall, if requested in writing by LESSOR at the time of Lessor's grant of
consent to such alterations or improvements, prior to the expiration or earlier
termination of this Lease, remove alterations or improvements made by LESSEE to
the leased premises, repair any damage resulting from such removal, and restore
the leased premises to the conditions in which it existed prior to such
alteration (except for ordinary wear and tear). Such removal shall be
conditioned upon LESSEE not being in default under the terms and conditions of
the Lease at the time of such removal and, further, contingent upon LESSEE
providing LESSOR with satisfactory assurances of LESSEE's ability to indemnify
LESSOR for any cost or expense incurred by LESSOR including, but not limited to,
repair of damages resulting from such removal. Such evidence may include, at
LESSOR's discretion, the posting of an additional security deposit.
35. HAZARDOUS MATERIALS. (I) LESSEE shall not keep in the leased premises any
inflammable fluids or chemicals, or permit the emission from the leased premises
of any objectionable noise or odor; nor dump, flush, or in any way introduce any
hazardous substances or any other toxic substances into the sewage or other
waste disposal system serving the leased premises or the building; nor generate,
store, use or dispose of hazardous or toxic substances in or on the leased
premises, the building or the office park in which they are located except as
specifically allowed under the terms and conditions hereof, and, in any event,
at all times in conformance with applicable laws, regulations, and ordinances.
LESSEE shall indemnify, defend and hold harmless LESSOR from and against any
damages, suits, costs or expenses resulting from LESSEE's failure to comply with
the covenants contained in this Section 37. For the purposes of the covenants
contained herein this Section 37, LESSEE is intended and does specifically
include all of LESSEE'S agents, employees, licensees, invitees, guests entering
onto the leased premises or anywhere within Heritage Place. "Hazardous
substances" and "toxic substances" as used herein shall have the same meanings
as defined and used in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. 9061 et seq., in the Hazardous
Material Transportation Act, 49 U.S.C. 1802; in the Toxic Substances Act, 15
U.S.C. 2601 et seq.; in the Resource Conservation and Recovery Act, as amended,
42 U.S.C. 6921 et seq.; in the Massachusetts Hazardous Waste Management Act, as
amended; in Massachusetts General Laws Chapter 21; in Massachusetts Oil and
Hazardous Material Release Prevention and Response Act, as amended; in the
regulations adopted and publications promulgated pursuant to said Acts; and in
any other applicable laws, rules, regulations and orders.
(II) Notwithstanding the aforementioned, LESSEE has specifically requested that
it be allowed to use the Premises for certain activities which involve the use
of various chemicals, as more fully set forth on Exhibit F hereto. LESSOR, being
unfamiliar with said chemicals, has solely entered into this Lease Agreement
based upon LESSEE's obligation herein to obtain the consent and approval of an
environmental engineer for purposes of use of said chemicals within the leased
premises. LESSEE shall submit the list, attached hereto as Exhibit F, to an
environmental engineer as set out on Exhibit G hereto. LESSEE may retain any
other licensed and reputable environmental engineering, subject to LESSOR's
reasonable consent, which shall not be unreasonably withheld, conditioned or
delayed. Said environmental engineer shall review the chemicals and processes to
make a determination as to whether or not the use thereof within the leased
premises would violate section (1), Paragraph 37, of this Lease Agreement. If
the environmental engineer finds a violation, which remains unremedied beyond
any applicable cure
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periods, then based upon the recommendations of the environmental engineer,
LESSOR shall have the option to:
(a) Require LESSEE to immediately cease the activity which constitutes
such violation,
(b) require LESSEE to install such devices or other protective measures
as may be recommended by the environmental engineer (including but
not limited to devices which would deal directly with the chemicals
as well as with respect to any odors or fumes produced thereby)
prior to commencing its occupancy, or
(c) allow the LESSEE to commence its occupancy as contemplated herein.
The review to be conducted by the environmental engineer, as well as any and all
remediation as advised, shall be conducted prior to the LESSEE's occupancy
hereunder. To the extent of any change of circumstances whatsoever relating to
the chemicals, processes, or other environmental conditions, LESSOR shall have
the right to require an updated environmental review. All such review and
remediation shall be at LESSEE's sole cost and expense. It shall be LESSEE's
affirmative obligation to immediately notify LESSOR prior to any proposed change
in chemicals and/or processes, which change shall immediately necessitate a
review by the environmental engineer, at LESSEE's sole cost and expense, and
subject to the provisions hereof.
36. CERTIFICATES. LESSEE agrees to execute and deliver to LESSOR, within five
days of LESSOR's request therefore, an estoppels certificate in the form
requested by LESSOR attesting to the status of rent payments, security deposits
held by LESSOR, the continued effectiveness and enforceability of the Lease, and
the absence of any defaults on the part of LESSOR (or indicating the nature of
any defaults known to LESSEE), and such other matters relating to this lease or
the leased premises as LESSOR may reasonably request.
37. RESERVED RIGHTS. LESSOR shall have the right to place in the leased premises
(but in such manner as to reduce to a minimum interference with LESSEE's use of
the leased premises), utility lines, equipment, stacks, shafts, pipes, conduits,
ducts and the like.
38. MASTER KEY SYSTEM. All exterior doors will be part of Heritage Place Master
Key System.
39. SIGNAGE. Lessor will provide the same signage to Lessee as it has to other
tenants located within Heritage Place.
40. LESSOR BUILDOUT. Refer to Exhibit "B" and Exhibit "C".
41. ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions of Section 13
herein, LESSEE may assign or sublease the whole or any part of the leased
premises without the consent of LESSOR, provided that such assignment or
sublease is to a wholly-owned subsidiary or affiliate of LESSEE whose use of the
leased premises is consistent with the terms of Paragraph 8 herein. Otherwise,
LESSEE may assign or sublease the whole or any part of the leased premises only
with the prior written consent of the LESSOR, which consent shall not be
unreasonably withheld or delayed, provided the assignee's or sublessee's use of
the leased premises is
Page 13
consistent with typical office building use and zoning requirements for the
Building. LESSEE shall have the right to retain the profits, if any, derived
from any assignment or sublease.
42. RENEWAL OPTION.
a) Provided that, at the time of such exercise, (I) this lease is in
full force and effect and LESSEE continues to occupy the leased
premises and (ii) LESSEE is not then in default hereunder, LESSEE
shall have the right and option to extend the Term of the lease for
one (1) extended term (the "Extended Term" ) of five (5) years by
giving written notice to LESSOR not later than six (6) months nor
earlier than twelve (12) months prior to the expiration date of the
original Term. The effective giving of such notice of extension by
LESSEE shall automatically extend the Term of this Lease for the
Extended Term, and no instrument of renewal or extension need be
executed. In the event that LESSEE fails timely to give such notice
to LESSOR, this Lease shall automatically terminate at the end or
the original Term and LESSEE shall have no further option to extend
the Term of this Lease. The Extended Term shall commence on the day
immediately succeeding the expiration date of the original Term and
shall end on the day immediately preceding the fifth (5th)
anniversary of the first day of such Extended Term. The Extended
Term shall be on all the terms and conditions of the Lease, except:
(I) during the Extended Term, LESSEE shall have no further option to
extend the Term and (ii) the Rent for the Extended Term shall be the
Fair Market Rental Value of the leased premises as of the
commencement of the Extended Term in question, taking into account
all relevant factors, determined pursuant to paragraph (b) below,
but in no event shall the Rent for the Extended Term be less than
the Rent payable with respect to the last twelve (12) months of the
original Term.
b) Promptly after receiving LESSEE's notice extending the Term of this
Lease pursuant to paragraph (a) above, LESSOR shall provide LESSEE
with LESSOR's good faith estimate of the Fair Market Rental Value of
the leased premises for the Extended Term based upon rents being
paid by tenants renewing leases in the area in which the Property is
located. If LESSEE is unwilling to accept LESSOR's estimate of the
Fair Market Rental Value as set forth in LESSOR's notice referred to
above, and the parties are unable to reach agreement thereon within
thirty (30) days after the delivery of such notice by LESSOR, then
Lessee shall have the right to rescind its notice extending the Term
and the Lease Term shall expire in accordance the terms hereof. If
Lessee does not exercise such right of rescission, then LESSOR and
LESSEE shall, not later than thirty (30) days after the expiration
of the aforesaid thirty (30) day period, each retain a real estate
professional with at least ten (10) years continuous experience in
the business of appraising or marketing commercial real estate in
the greater ▇▇▇▇▇▇▇▇ area who shall, within thirty (30) days of his
or her selection, prepare a written report summarizing his or her
determination of the Fair Market Rental Value for such Extended
Term. LESSOR and LESSEE shall simultaneously exchange such reports;
provided, however, if either party has not obtained such a report
within thirty (30) days after LESSEE receives LESSOR'S notice, then
the determination
Page 14
set forth in the other party's report shall be final and binding
upon the parties. If both parties receive reports within such time,
but LESSOR and LESSEE cannot within ten (10) days agree upon the
Fair Market Rental Value, then LESSOR and- LESSEE shall mutually
select a person with the qualifications stated above (the "Final
Professional") to resolve the dispute as to the Fair Market Rental
Value for such Extended Term. If LESSOR and LESSEE cannot agree upon
the designation of the Final Professional within thirty (30) days of
the exchange of the first valuation reports, either party may apply
to the American Arbitration Association, the Greater Boston Real
Estate Board, or any successor thereto, for the designation of a
Final Professional. LESSOR and LESSEE shall each promptly submit to
the Final Professional a copy of their respective real estate
professional's determination of the Fair Market Rental Value for
such Extended Term. The Final Professional shall not perform his or
her own valuation, but rather shall, within thirty (30) days after
such submissions, select the submission which is closest to the
determination of the Fair Market Rental Value for such Extended Term
which the Final Professional would have made acting alone. The Final
Professional shall give notice of his or her selection to LESSOR and
LESSEE and such decision shall be final and binding upon LESSOR and
LESSEE, provided, however, in no event shall the Fair Market Rental
Value be less than the annual Rent in effect immediately preceding
such Extended Term. Each party shall pay the fees and expenses of
its real estate professional and counsel, if any, in connection with
any proceeding under this paragraph, and the parties shall each pay
one-half of the fees and expenses of the Final Professional.
43. BUILDING SECURITY. LESSOR shall provide security services in the common
areas of the Building and parking areas from 1:00 p.m. to 10:00 p.m. ("guard
hours") on regular business days. Before and after guard hours on business days,
access to security services shall be provided to LESSEE upon telephonic request
to a security number provided by LESSOR, whereupon LESSOR's security service
shall respond to the premises within a reasonable period of time to provide
escort to the parking lot or to respond to other security concerns. LESSOR shall
have no obligation to provide security on weekends or holidays. LESSEE shall be
solely responsible for all security systems within the leased premises.
44. FINANCIAL STATEMENTS. No more than twice per year, LESSOR may request
updated and audited financial statements and business plans from LESSEE. LESSEE
shall provide said documents within ten (10) business days.
45. SECURITY DEPOSIT. LESSEE acknowledges and agrees to pay the sum of
$450,000.00 as a security deposit for its performance under the terns and
provisions hereof. Such amount shall be held at Andover Bank, or such other bank
as LESSOR sees fit, in an interest bearing account, for the benefit of LESSEE
(LESSEE's taxpayer identification number is ▇▇-▇▇▇▇▇▇▇). Commencing on January
01, 2003, or at any time thereafter, if and to the extent that LESSEE can show
pretax profit for two consecutive calendar quarters, based upon financial
statements audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, then on a month to month basis, LESSOR
shall, and LESSEE authorizes LESSOR to, apply the security deposit directly to
rent and additional rent accruing under the terms and provisions of the Lease.
LESSOR shall have no obligation to apply the security deposit to the rent or
additional rent at any time when there exists an event of default
Page 15
beyond applicable cure periods. Further, in the event that LESSEE has previously
committed material defaults under the Lease such that LESSOR has resorted to
commencement of litigation or other eviction proceedings, then LESSOR's
obligation to apply the security deposit hereunder shall be terminated. In the
absence of any prior default, LESSOR's obligation to apply the security deposit
hereunder, including any interest which may have accrued to LESSEE's benefit,
shall continue until such time as the balance remaining in the security deposit
account equals the last month's rent, or $42,403.00. At such time, LESSOR shall
be entitled to close the security deposit account, and transfer the balance
thereof to LESSOR's general operating accounts, continue to carry such amount on
it books and records, and shall be entitled to commingle such finds.
46. CONTINUED FROM P 6 SECTION B, OPERATING COST ESCALATION. Operating expenses
shall not include any costs incurred in connection with Lessor's rehabilitation
of the building and improvements at Heritage Place or Lessor's performance of
Base Building work in the premises or the building; Lessee shall have the right
to examine and audit Lessor's books and records establishing operating expenses.
An audit shall consist of review of on site documents evidencing expenses
incurred relating to operations, and no other records. In addition, prior to
disclosing any such information, the LESSEE shall agree to be bound by a
confidentiality agreement recognizing that the information may not be disclosed
to any other party.
47. CONTINUED FROM P 12. ALTERATIONS-ADDITIONS. Notwithstanding the foregoing,
or anything contained herein to the contrary, all articles of personal property
and all business fixtures, machinery and equipment and furniture owned or
installed by Lessee solely at its expense in the leased premises, including
without limitation Lessee's warehouse racking system, but excluding HVAC,
lighting, electrical and plumbing, shall remain the property of the Lessee and
may be removed by Lessee at any time prior to the expiration or earlier
termination of this lease, provided that Lessee, at its expense, shall repair
any damage to the building caused by such removal. In addition, at any time at
which the LESSEE is in default under the Lease, they shall not be entitled to
remove any of the above items without LESSOR's consent which may be withheld
pending satisfactory evidence of LESSEE's ability to restore premises to its
original condition..
48. CONTINUED FROM P 14, SUBORDINATION. Provided that the Mortgagee shall agree
to enter into non-disturbance and attornment agreements, simultaneous with the
subordination agreement, upon conventional terms and provisions which are
standard for such Mortgagee.
49. CONTINUED FROM P 19 SECTION B, DEFAULT AND BANKRUPTCY. [, if such default
cannot reasonably be corrected within such 30 days, if Lessee does not commence
correction within such 30 days and diligently prosecute same to completion, but
in any event no more than ninety (90) days, or]
50. COMMENCEMENT DATE. The Commencement Date shall be the last to occur of
[February 15, 2000] or the day following the Substantial Completion Date. For
purposes of this Lease, the Substantial Date shall be
(i) the first day as of which Lessor's Work has been completed except
for items of work (and, if applicable, adjustment of equipment and
fixtures) which can be
Page 16
completed after occupancy has been taken without causing undue
interference with Lessee's use of the premises (i.e. so-called
"punch list" items),
(ii) Lessee has been given notice thereof, and,
(iii) Lessee has been afforded an opportunity to walk through the building
to inspect Lessor's Work and has received certification from
Lessor's architect that Lessor's Work has been completed in
accordance with the plans and specifications referenced on Exhibit B
attached hereto and the Base Building requirements referenced on
Exhibit C attached hereto.
(iv) LESSOR has secured a Certificate of Occupancy for and on behalf of
LESSEE. Further to the extent that the Certificate of Occupancy is
withheld for any of LESSEE's work as shown on Exhibit B, LESSOR
shall be deemed to have satisfied this provision.
Regardless of the requirements set forth in (i) - (iv) above, LESSEE recognizes
that certain work to be performed by LESSOR, as identified as LESSOR's Work
herein or otherwise, will require certain cooperation by LESSEE. In addition,
LESSEE acknowledges and agrees that it is performing certain work, identified as
LESSEE's Work and as more fully set forth on Exhibit B hereto. In cooperating
with LESSOR's Work and performing LESSEE's Work hereunder, LESSEE agrees to
promptly and diligently perform all of its obligations in a commercially
reasonable manner, and to take any and all steps as may be necessary to ensure
that LESSEE's failure to perform the same does not in any way interfere with
LESSOR's ability to complete LESSOR's Work hereunder or to obtain the
Certificate of Occupancy. In the event that LESSEE fails to perform hereunder,
any and all delays caused as a result thereof, shall automatically provide
LESSOR with an extension of the Construction Deadline and any and all deadlines
hereunder this Lease for a duration equal to LESSEE's delay. Where LESSEE's
default hereunder results in delays to LESSOR's ability to substantially
complete LESSOR's Work, or, to obtain the Certificate of Occupancy, the
Substantial Completion Date shall be deemed to be five (5) business days from
the date that LESSOR could have satisfied subparagraph (i) above had LESSEE not
defaulted hereunder. In addition, LESSEE's failure to perform hereunder, in a
prompt and diligent manner, shall also constitute a material default under the
terms and conditions of the Lease.
Lessor shall complete as soon as conditions permit all "punch list" items, and
Lessee shall afford Lessor access to the premises for such purposes. Promptly
upon the occurrence of the Commencement Date, Lessor and Lessee shall execute a
letter substantially in the form attached hereto as Exhibit D, but the failure
by either party to execute such a letter shall have no effect on the
Commencement Date, as hereinabove determined. If the Substantial Completion Date
has not occurred by February 15, 2001 (the "Construction Deadline"), Lessee
shall have the right to terminate this Lease by giving notice to Lessor not
later than thirty (30) days after the Construction Deadline of Lessee's election
so to do, and Lessor shall have 30 days to cure such default. Failing which,
this Lease shall cease and come to an end without further liability or
obligation on the part of either parting after the giving of such notice, except
Lessor's obligation to immediately rebate in full any security deposit delivered
to Lessor by Lessee as provided for herein. Such right of termination shall be
Lessee's sole and exclusive remedy at law or in equity
Page 17
for Lessor's failure so to complete such Lessor's Work on or before the
Construction Deadline. The Construction Deadline shall automatically be extended
for the period of any delays caused by Force Majeure or for any delay caused by
Lessee.
51. TERM. The Term of this Lease shall commence on the Commencement Date and
expire at the close of the day immediately preceding the fifth (5th) anniversary
of the Commencement Date, except that if the Commencement Date is other than the
first day of a calendar month, the expiration of the term shall be at the close
of the last day of the calendar month in which such anniversary falls. The Term
shall include any extension thereof that is expressly provided for by this Lease
and that is affected strictly in accordance with this Lease.
52. LESSOR'S WORK. Lessor, at its sole cost and expense, shall perform the
Tenant Leasehold Improvements and the Base Building Work specified on Exhibits B
and C attached hereto. Lessor agrees to reasonably cooperate with Lessee to
allow Lessee to enter the premises and install Lessee's fixtures, equipment and
furnishings prior to the Commencement Date and during the performance of the
Lessor's Work, provided, however that such entry and installation by Lessee
shall not materially and unreasonably interfere with the performance of Lessor's
Work. Lessee shall give Lessor notice, not later than six months after the
Commencement Date, of any respects in which Lessor has not performed Lessor's
Work fully, properly and in accordance with the terms of this Lease and Lessor
shall remedy same within thirty (30) days after receipt of such notice. To the
extent such default can not be remedied within thirty (30) days, Lessor shall be
provided a commercially reasonable period of time, so long as Lessor continues
to diligently pursue such remedy.
53. CONTINUED FROM P 9. SECTION (B). after initial construction to be completed
by LESSOR meeting all applicable codes and unless such work is initiated at the
request of LESSOR or other tenants in the Building.
54. CONTINUED FROM P 15. LINE ONE. AFTER "TIMES". and except in the case of
emergency with reasonable notice and with minimal interference with LESSEE's
business operations.
The parties hereto acknowledge the inclusion of the Addendum into the Lease.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
Lessee Heritage Place, LLC
Lessor
Page 18
EXHIBIT B
Buildout not to exceed construction estimate by ▇▇▇▇▇▇▇▇ Construction. The
buildout for NxSTAGE Medical, Inc. includes all specifications created by GSD
Associates dated August 10, 2000. Specific references to the following special
rooms will be built out as follows:
Clean Room: Walls will be dry-walled on exterior with foil back
drywall. Power feed will also be installed to this area.
Any additional work required in the clean rooms will be
handled by MI Systems and is not included in this price.
Tech Lab: To be built out to standard office finish. Standard sink
and plumbing is included.
Wash Room: Built to same specifications as Clean Room. Plumbing and
automatic hand washing is included.
All cabinets will be standard wood or laminate type (not custom made) with post
form laminate tops. No cages, furniture, or special equipment specifically
needed by NxSTAGE are included unless shown on the above-mentioned plan such as
compressor, sinks, and emergency eye wash.
Page 19
EXHIBIT C
LESSOR'S BASE BUILDING IMPROVEMENTS
As part of the base building improvements to be part of the entire leased space,
Lessor will:
1. Install new HVAC systems for the entire fifth floor that will meet
all codes for typical office use.
2. Replace all exterior windows on the floor.
3. Sandblast and clean all interior surfaces.
4. New passenger elevator ordered by lease commencement date.
5. Installation of at least one new passenger elevator to the 5th floor
within 12 months of the Commencement Date.
6. Construct new code compliant M/W bathrooms.
7. Provide 24-Hour repair service for the freight elevator.
8. Fire sprinkler system distributed throughout the premises, code
compliant per the space plan.
9. Window blinds in place.
10. All emergency/exit lighting per code.
11. Typical office electrical use in office areas, additional voltage of
220 and 440 availability in Lab and Controlled environments.
12. Electrical service to the unfinished space distributed to the
Premises including main and sub panels.
13. Main AC duct into unfinished space w/ AC chillers and equipment in
place, HVAC boxes in place and grid ducted throughout and ready for
distribution.
As part of the Lessee's building improvements included at Lessor's expense:
1. Interior Doors will be solid core
2. An allowance of $1/RSF for the finished space for ceiling treatments
3. An allowance for $18 Sq. yard for floor covering
4. An allowance of $2.50/RSF for lighting systems
As part of the base building improvements to be part of the common leased space,
Lessor will
1. New hallway in building one.
2. New tile/carpet in public corridors.
3. Reseal/Restripe and relamp/relight parking lot
4. Reseal/Reshape to be completed on or before May 31, 2001.
Page 20
EXHIBIT D
COMMENCEMENT DATE LETTER
________________________, 2001
[Name of Contact]
[Name of Tenant]
[Address of Tenant]
RE: [Name of Tenant]
[Premises Rentable Area and Floor]
[Address of Building]
Dear [Name of Contact]:
Reference is made to that certain Lease, dated as of , 2000, between
[Landlord], as Landlord and [Tenant] as Tenant, with respect to Premises on the
floor of the above-referenced building. In accordance with Section ____________
of the Addendum to Lease, this is to confirm that the Commencement Date of the
Term of the Lease occurred on____________, and that the Term of the Lease shall
expire on ____________.
If the foregoing is in accordance with your understanding, kindly execute
the enclosed duplicate of this letter, and return the same to us.
Very truly yours,
[Landlord]
By: __________________________________
Name _________________________________
Title: _______________________________
Page 21
EXHIBIT E
LESSOR'S IMPROVEMENT TO HERITAGE PLACE
Property improvements to be completed by the commencement of Year 4 are the
following:
1. Replacement of all exterior windows in building 2.
2. Demolition of Building 4.
3. Repave designated Parking area
4. Creation of additional parking areas in the rear of the building and
where the current reservoir is located subject to all necessary
permits and approvals. This provision is intended to increase total
available spaces for Lessee's use from 78 to 129 (or as otherwise
required pursuant to P 35 of the addendum attached hereto.)
Page 22
EXHIBIT F
LESSEE'S MATERIAL SUBSTANCE LIST
1. CYCLOHEXANONE
2. GLYCEROL
3. BLEACH
4. BOVINE BLOOD
5. HUMAN BLOOD
6. ALCHOHOL
Page 23
EXHIBIT G
LIST OF ENVIRONMENTAL ENGINEERS
NAME ADDRESS PHONE NUMBER
---- ----------------------- ------------------------
Bois Consulting Framingham, MA 508-788-9988
Clean Harbors Environmental Services Inc. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ 978-635-9500
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 2200 617-886-7491 direct line
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 617-886-7400 main line
▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ Environmental Services Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Occuhealth ▇▇ ▇▇▇▇ ▇▇▇ 508-339-9119
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ & Bond ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. 3 ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Page 24
MODIFICATION TO STANDARD FORM COMMERCIAL LEASE
This Modification is entered into by and between Heritage Place, LLC ("LESSOR")
and NxSTAGE Medical ("LESSEE") with respect to that Standard Form Commercial
Lease dated October 17, 2000 ("LEASE') concerning the property located in
Building Two, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the leased premises included 1,000 square feet of space in the basement
of the building for the purpose of storage, ("Storage Space")
WHEREAS, the LESSEE has determined that it no longer requires the Storage Space
and desires to surrender it, and to be released from and to terminate LESSEE's
rights and obligations arising under the Lease for the Storage Space, including
LESSEE's use and occupancy of the Storage Space, and
WHEREAS, in recognition thereof, Lessor is willing to accept LESSEE's surrender
of the Storage Space, and the parties have agreed to modify and amend the LEASE,
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. The parties agree that the Commencement Date, as defined in P 47 of the
Lease is February 26, 2001
2. The Term of the Lease for the Storage Space shall expire as of April 30,
2001 (The "Effective Date"). LESSEE shall vacate and surrender to LESSOR
the Storage Space on or before the Effective Date.
3. Provided that LESSEE has timely complied with P 2 hereof, then the rent
will be reduced at a fixed rate of $3000.00 per year or $250.00 monthly
for the balance of the Lease Term for the remaining premises, effective
with the rent payment due for May 2001. The new rent figures are amended
as follows:
COST/SF MONTHLY RENT ANNUAL RENT
---------- ------------ -----------
YEAR 1 $ 9.75 $ 34,978 $ 420,238
YEAR 2 $ 10.25 $ 36,772 $ 441,263
YEAR 3 $ 10.75 $ 38,566 $ 462,788
YEAR 4 $ 11.25 $ 40,359 $ 484,313
YEAR 5 $ 11.75 $ 42,153 $ 505,838
The Monthly rent figure for Year 1, $35,020.00 is applicable to May 2001
and the remainder of Year 1 only. The Annual rent figure for Year 1
reflects an additional $500 for rent paid for the Storage Space during
March and April 2001.
Page 25
4. The rent increases stipulated above will become effective on the
respective anniversary of the Commencement Date of the term of the Lease
set forth in P 1 above.
5. This Agreement contains the entire agreement by and between the parties
with respect to the modification of LEASE and may not be amended,
terminated or otherwise modified without the express written consent of
all parties hereto.
6. All other terms and provisions as set forth in the LEASE are hereby
ratified and reaffirmed.
7. This Modification is entered into this ____________ day of____________ ,
2001.
LESSEE: LESSOR:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------- ------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Member
NxSTAGE Medical Heritage Place, LLC
Page 26