Improvements to Premises Lessee shall take the Premises in its "as-is" condition for the Extended Term except for certain Leasehold Improvements (herein so called) to the Premises which shall be completed in accordance with the specifications attached hereto as Exhibit A (the "Approved Plans"), which have been approved by both Lessor and Lessee. Lessor shall cause the Leasehold Improvements to be installed or constructed in accordance with the Approved Plans by Lessor's contractor. So long as no Event of Default (or event which with notice or lapse of time could become an Event of Default) has occurred under the Lease, Lessor agrees to provide Lessee an allowance equal to One Hundred Fifty-Three Thousand One Hundred Nineteen and No/100 Dollars ($153,119.00) (the "Improvement Allowance"), which allowance is to be used solely for completion of the Leasehold Improvements in accordance with the Approved Plans, and an additional allowance equal to Three Thousand Two Hundred and No/100 Dollars ($3,200.00) (the "Architectural Allowance"), which allowance is to be used solely for space planning and design services for the Premises. In the event that any alterations or modifications to the Premises are required in order to comply with applicable law, including, without limitation, the Americans with Disabilities Act of 1990, as amended, or the State of Texas equivalent laws and regulations, the cost of any such alterations or modifications shall be satisfied out of the Improvement Allowance. The cost of the Leasehold Improvements and the space planning and design fees is to be paid by Lessor out of the Improvement Allowance and the Architectural Allowance, respectively. Any completed work (labor or materials) outside the scope of the Approved Plans or the cost of which is in excess of the Improvement Allowance or the Architectural Allowance, as the case may be, shall be at Lessee's sole cost and will be billed to Lessee by Lessor and will be due and payable within ten (10) days after Lessee's receipt of an invoice therefor. Notwithstanding the foregoing, Lessee will not be liable for work outside the scope of the Approved Plans or excess costs over the amount of the Improvement Allowance or the Architectural Allowance unless Lessee has consented in writing to such work outside the scope of the Approved Plans or excess costs prior to the commencement of such work or the incurring of such excess costs. Any portion of the Improvement Allowance or the Architectural Allowance remaining upon the completion of the Leasehold Improvements shall be deemed forfeited by Lessee. Lessor further acknowledges and agrees that Section 4.07 of the Lease is hereby amended to provide that Lessee shall not be required to surrender possession of the Premises to Lessor "in the same condition as when received", but rather shall be entitled to surrender possession of the Premises in the same condition as exists upon the completion of the Leasehold Improvements described in Paragraph 3 above, subject to any and all other requirements set forth in Section 4.07 of the Lease.
Temporary Space Upon reasonable prior notice from Tenant to Landlord, Landlord agrees to provide Tenant with temporary space (the "Temporary Space") on either the second floor of Building A or the second floor of Building B of a size and in a location to be mutually agreed upon by Landlord and Tenant for a period of time commencing no earlier than sixty (60) days from the date of Tenant's notice requesting that the Temporary Space be made available and expiring on the Commencement Date of this Lease. Tenant's occupancy of the Temporary Space shall be subject to all of the terms and conditions of this Lease to the extent appropriate, except that (i) Annual Fixed Rent for the Temporary Space shall be payable at the annual rate equal to the product of (x) $4.00 and (y) the rentable floor area of the Temporary Space, (ii) for the purposes of determining Tenant's payments on account of Landlord's Operating Expenses under Section 2.6 above and Landlord's Tax Expenses under Section 2.7 with respect to the Temporary Space, the "Rentable Floor Area of the Premises" shall be deemed to be the rentable floor area of the Temporary Space and (iii) the Temporary Space shall be delivered to Tenant in its "as is" condition and no improvement allowance or brokerage commission shall be payable with respect thereto. In addition, it is acknowledged and agreed that if Tenant shall elect to lease any Temporary Space hereunder, Tenant shall be occupying such Temporary Space while Landlord is proceeding with components of the Base Building Work in Buildings A and B and accordingly that Tenant shall use and occupy the Temporary Space in such as manner as to minimize any unreasonable interference with Landlord's performance of the Base Building Work. (signatures on next page) EXECUTED as a sealed instrument in two or more counterparts each of which shall be deemed to be an original. WITNESS: LANDLORD: BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its general partner By: --/s/ Xxxxx RosenName: Xxxxx RosenTitle: Senior Vice President, Development TENANT ATTEST: By: By: /s/ Xxxxx Xxxxx Name: Name: Xxxxx Xxxxx Title: Secretary or Assistant Secretary Title: President or Vice President Hereto duly authorized By: Name: Title: Treasurer or Assistant Treasurer Hereto duly authorized EXHIBIT A DESCRIPTION OF SITE Those certain parcels of land (with the buildings thereon) situated in Bedford, Middlesex County, Massachusetts bounded and described as follows: PARCELS 1 and 2 Two certain parcels of land situated in Bedford, Middlesex County, Massachusetts, shown as Lot 1 and 2 on a plan entitled “Plan of Land in Bedford, Mass." dated March 1, 1962 by Xxxxxxx X. Xxxxxxx, Inc., recorded with Middlesex South District Deeds as Plan No. 487 of 1962 in Book 10022, Page 278, and together bound and described as follows: SOUTHWESTERLY by Xxxxxx Road by three lines measuring respectively two hundred eighty-three and 011100 (283.01) feet, twenty-one and 271100 (21.27) feet and four hundred eighty-three and 43/100 (483.43) feet; thence SOUTHERLY by said Xxxxxx Road by a curved line, one hundred nineteen and361100 (119.36) feet; thence SOUTHEASTERLY SOUTHERLY and SOUTHWESTERLY by said Xxxxxx Road by several lines measuring respectively two hundred ninety-three and 04/100 (293.04) feet, three hundred fifty three and 041100 (353.04) feet and two hundred twenty and 97/100 (220.97) feet; thence NORTHEASTERLY by the parcel marked "Reserved for Town of Bedford" on said plan, sixteen hundred forty-six and 81/100 (1646.81) feet; and thence NORTHWESTERLY by land now or late of The Worcester Corp., by two lines measuring respectively 305.23 feet and 294.24 feet and by land now or late of Xxxxxxx by two lines measuring respectively 170.33 feet and 64.34 feet, to the place of beginning. For Title see Deed recorded with the Middlesex South District Registry of Deeds in Book 12926, Page 233. PARCEL 3 A certain parcel of land situated in said Bedford, shown on a plan of land in Bedford, Mass.Dated June 5, 1961 by Xxxxxxx X. Xxxxxxx, Inc., Registered Land Surveyors, recorded with Middlesex South District Registry of Deeds at the end of Book 9844, bounded and described as follow: SOUTHWESTERLY by Xxxxxx Road, two hundred ninety-eight and 63/100 (298.63) feet; NORTHWESTERLY by land now or formerly of the Worcester Corporation, two hundred nine and 95/100 (209.95) feet; NORTHEASTERLY by land now or formerly of the Worcester Corporation, two hundred fifty and 57/100 (250.57) feet; and SOUTHEASTERLY by land now or formerly of Sinbad Realty Corporation by two lines respectively measuring one hundred seventy and 33/100 (170.33) feet and sixty-four and 341100(64.34) feet. Containing approximately 60,951 square feet of 1.4 acres according to said plan. For Title see Deed from Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx recorded with the Middlesex South District Registry of Deeds in Book 13539, Page 732. PARCEL 4 All right, title and interest in and to (i) that portion of Xxxxxx Road described in that certain Deed (a) recorded with the Middlesex South District Registry of Deeds in Book 14013, Page 486 and (b) filed with the Middlesex South Registry District of the Land Court as Document No. 599584 as to which Certificate of Title No. 161163 in Registration Book 936, Page 13 was issued; and
LANDLORD'S ACCESS TO PREMISES Landlord reserves and shall at any time upon reasonable notice and in compliance with Tenant’s reasonable security measures have the right to enter the Premises to inspect the same, to supply any service to be provided by Landlord to Tenant hereunder to service and repair HVAC units, water pipes and sprinkler mains, and electrical and telephone risers servicing other parts of the Building, to show said Premises to prospective purchasers or tenants, to alter or repair the Premises or any portion of the Building, and to place “for sale” or “for rent” signs on the Building, all without being deemed guilty of an eviction of Tenant and without abatement of Rent, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages or any inconvenience to or interference with Tenant’s business, any loss of quiet enjoyment of the Premises and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the main door to the Premises but not Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decoration except as otherwise expressly agreed to be performed by Landlord.
Expansion Premises In addition to the Original Premises, commencing on the Expansion Premises Commencement Date (as defined below), Landlord leases to Tenant, and Tenant leases from Landlord, the Expansion Premises.
Additional Space Commencing on May 1, 2001, Sublessor herein grants unto the Sublessee a Right of First Refusal on any space that shall be and/or becomes available in the building during the remaining Term of this Sublease. Prior to May 1, 2001 and thereafter prior to the first day of May of any calendar year during the remaining Term hereof, Sublessor shall notify Sublessee by written notice of the availability of any such space in the building. Should Sublessee desire to exercise its Right of First Refusal and sublease such available space, Sublessee must notify Sublessor in writing of its desire to sublease the available space within seven (7) calendar days of Sublessee's receipt of Landlord's notice of availability. Within thirty (30) days of the receipt of Sublessee's notice exercising the right to sublease such available space, Sublessee and Sublessor shall enter into an amendment of this agreement setting forth the terms under which the additional space is subleased to Sublessee. The Base Rental shall be at a rental mutually agreed between Sublessee and Sublessor. Failure by Sublessee to exercise its Right of First Refusal within said seven (7) calendar day period, or if exercised, failure to enter into an amendment of this agreement within thirty (30) days of Sublessor's receipt of Sublessee's notice, shall be deemed a waiver of such right and Sublessor shall thereafter be free of any obligation under this Article 2.04 for a period of 12 months. Any exercise by Sublessee of this Right of First Refusal shall be for a minimum of 5,000 rental square feet.
Expansion Space As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.
Additional Premises Landlord shall use commercially reasonable efforts to expand the Premises to include an additional fifteen thousand four hundred ten (15,410) square feet of Rentable Area located on the first (1st) floor, as shown on Exhibit A attached hereto (the “Additional Premises”) on July 1, 2012 (the “Additional Premises Delivery Date”). In the event Landlord determines the Additional Premises will be ready for delivery to Tenant in the Required Condition on the Additional Premises Delivery Date, within ten (10) business days prior to the Additional Premises Delivery Date, Landlord and Tenant shall enter into a written amendment to the Lease, which amendment shall provide, unless otherwise agreed in writing, (a) that the commencement date of the Additional Premises shall be the Additional Premises Delivery Date (the “Additional Premises Commencement Date”), (b) that, as of the Additional Premises Commencement Date, the Premises under the Lease shall be increased to include the Additional Premises for a total of sixty-one thousand four hundred forty-four (61,444) square feet of Rentable Area (together, the Premises and the Additional Premises shall be referred to hereinafter as the “Total Premises”), (c) the new Basic Annual Rent applicable to the Total Premises, which shall commence on the Additional Premises Commencement Date and shall be as further described in Section 4.2 of this Amendment, (d) Tenant’s new Pro Rata Share of Operating Expenses as of the Additional Premises Commencement Date, which Pro Rata Share shall equal one hundred percent (100%) of the Building and thirty-three and 51/100 percent (33.51%) of the Project and (e) that, in addition to the parking which Tenant is entitled to under the terms of the Lease with respect to the original Premises, Tenant, for so long as Tenant leases the Additional Premises, shall have a non-exclusive license to use the parking facilities serving the Building in common on an unreserved basis with other tenants of the Building and the Project at a ratio of 3.3 parking spaces per 1,000 rentable square feet of Additional Premises, which amounts to fifty-one (51) additional parking spaces, which number shall include three (3) additional Reserved Spaces. In the event the Additional Premises is not ready for delivery to Tenant in the Required Condition on the Additional Premises Delivery Date, then (x) this Amendment and the Lease shall not be void or voidable, (y) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and (z) the new Basic Annual Rent applicable to the Premises shall be as further described in Section 4.3 of this Amendment.
Tenant’s Space Plans Tenant shall deliver to Landlord and the TI Architect schematic drawings and outline specifications (the “TI Design Drawings”) detailing Tenant’s requirements for the Tenant Improvements within 5 business days of the date hereof. Not more than 2 days thereafter, Landlord shall deliver to Tenant the written objections, questions or comments of Landlord and the TI Architect with regard to the TI Design Drawings. Tenant shall cause the TI Design Drawings to be revised to address such written comments and shall resubmit said drawings to Landlord for approval within 2 days thereafter. Such process shall continue until Landlord has approved the TI Design Drawings.
Landlord Improvements Landlord shall substantially complete the Landlord Improvements prior to Tenant’s taking occupancy of the Expansion Space. Landlord shall use commercially reasonable efforts to complete the Landlord Improvements by May 1, 2014. “Substantial Completion” shall mean the Landlord Improvements have been constructed in material accordance with the above referenced drawing, save and except for minor “punch list” items such that Tenant can occupy the Expansion Space and conduct its business, Landlord has obtained all approvals from the applicable governmental authorities for the legal occupancy of the Expansion Space and Landlord has delivered possession of the Expansion Space to Tenant in the required condition, which date is currently anticipated to be May 1, 2014. Upon Substantial Completion, Landlord shall deliver possession of the Expansion Space to Tenant in good, vacant, broom clean condition, with all building systems in good working order and the roof water-tight, and in compliance with all laws applicable to Landlord or Tenant. In the event that construction of the Landlord Improvements is not substantially completed by May 1, 2014, then the Expansion Space Commencement Date shall be automatically amended to be that date the Expansion Space is delivered to Tenant with the Landlord Improvements substantially complete. Upon Substantial Completion of the Landlord Improvements, Landlord shall give Tenant (i) written notice (“Notice of Completion”) that the Expansion Space are ready for occupancy. Within seven (7) days following Landlord’s giving of the Notice of Completion, Landlord and Tenant shall meet at a mutually convenient time to perform a walk-through of the Expansion Space to inspect the Landlord Improvements and to prepare a punch list of minor items needing correction and Landlord shall promptly cause such items to be corrected.
Storage Space A. During the initial Term and any renewal thereof, Landlord agrees to lease to Tenant and Tenant accepts the space containing approximately (a) 800 square feet on the ground floor of the Building, (b) 400 square feet on the ground floor of the Building, and 65 square feet on the ground floor of the Building, as shown on EXHIBIT A-5 attached hereto (collectively, the "Storage Space"). However, notwithstanding the foregoing, the portion of the Storage Space described above containing approximately 400 rentable square feet shall not be leased to Tenant until such space becomes available, which is scheduled to occur on or about February 1, 2000. Further, the portion of the Storage Space containing 65 square feet described above is available for lease to Tenant only if Tenant pays Landlord the reasonable cost to install a demising wall and door to separately demise such space. In addition to the Storage Space described above, Tenant shall have an option to lease an additional approximately 800 square feet of storage space, located on the ground floor of the Building as shown on EXHIBIT A-6 attached hereto (the "Option Storage Space") when such Option Storage Space becomes available. Tenant shall exercise the foregoing option as follows: When Landlord informs Tenant that the Option Storage Space is available for lease by Tenant (but prior to leasing the Option Storage Space to any party other than the current occupant of such space or its successors or assigns), Tenant may elect to lease such space, upon the terms and conditions contained in this Section VII (in which event, the Option Storage Space shall be included within the definition of Storage Space hereunder), by providing written notice to Landlord within 7 days after Tenant's receipt of the notice from Landlord. Failure to provide such written notice to Landlord within the 7 day period shall be deemed a waiver of Tenant's option rights with respect to the Option Storage Space. The Storage Space shall be used by Tenant for the storage of equipment, inventory or other non-perishable items normally used in Tenant's business, and for no other purpose whatsoever. Tenant agrees to keep the Storage Space in a neat and orderly fashion and to keep all stored items in cartons, file cabinets or other suitable containers. All items stored in the Storage Space shall be elevated at least 6 inches above the floor on wooden pallets, and shall be at least 18 inches below the bottom of all sprinklers located in the ceiling of the Storage Space, if any. Tenant shall not store anything in the Storage Space which is unsafe or which otherwise may create a hazardous condition, or which may increase Landlord's insurance rates, or cause a cancellation or modification of Landlord's insurance coverage. Without limitation, Tenant shall not store any flammable, combustible or explosive fluid, chemical or substance nor any perishable food or beverage products, except with Landlord's prior written approval. Landlord reserves the right to adopt and enforce reasonable rules and regulations governing the use of the Storage Space from time to time. Upon expiration or earlier termination of this Lease or Tenant's rights under this Section, Tenant shall completely vacate and surrender the Storage Space to Landlord in accordance with the terms of this Lease. Without limitation, Tenant shall leave the Storage Space in the condition in which it was delivered to Tenant, reasonable wear and tear excepted, broom-clean and empty of all personalty and other items placed therein by or on behalf of Tenant.
