LEASE
between
CAMBRIDGE ONE COMMERCIAL PLAZA, LLC
and
FIRST NATIONAL BANK OF NEW ENGLAND
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attorneys for Landlord: Attorney(s) for Tenant:
Xxxxx, Ford & Paulekas, LLP Xxxxxxx, Xxxx & Xxxxx LLP
Xxx Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attention: Xxxxx XxXxxx Xxxxxx Attention: Xxxxx X. Xxxxxxx
ONE COMMERCIAL PLAZA FORM LEASE
ARTICLE 1 - THE PREMISES..................................... 1
Section 1.1 The Building and the Property............. 1
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Section 1.2 The Premises.............................. 1
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ARTICLE 2 - TERM............................................. 2
Section 2.1 Commencement Date......................... 2
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Section 2.2 Expansion Space........................... 2
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ARTICLE 3 - BASE RENT........................................ 3
Section 3.1 Base Rent................................. 3
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Section 3.2 Base Rent for Expansion Space............. 3
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ARTICLE 4
ADDITIONAL RENT - OPERATING EXPENSES AND TAXES............... 4
Section 4.1 Operating Expenses and Electrical Expenses 4
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Section 4.2 Taxes..................................... 6
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Section 4.3 Tenant's Share for Expansion Space........ 7
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ARTICLE 5 - USE.............................................. 7
Section 5.1 Use of the Premises....................... 7
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Section 5.2 Proper Care............................... 7
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Section 5.3 Interference.............................. 7
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Section 5.4 Permitted Loads........................... 8
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Section 5.5 Additional Electricity and Cost........... 8
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ARTICLE 6
CONDITION OF THE PREMISES AND TENANT IMPROVEMENTS............ 8
Section 6.1 Condition of the Premises................. 8
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Section 6.2 Tenant Plans.............................. 8
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Section 6.3 Modifications............................. 9
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Section 6.4 Use of Landlord's Services and Equipment.. 9
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ARTICLE 7 - SUBORDINATION AND ATTORNMENT..................... 9
Section 7.1 Subordination............................. 9
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Section 7.2 Attornment................................ 10
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Section 7.3 Notice to Mortgagee and Right to Cure..... 10
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Section 7.4 Current Mortgagees........................ 10
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ARTICLE 8
ASSIGNMENT, SUBLETTING, PLEDGING OR ENCUMBERING OF LEASE..... 11
Section 8.1 Assignment, Subletting, Pledging
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or Encumbering.......................... 11
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Section 8.2 Landlord's Consent........................ 11
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Section 8.3 Recapture................................. 11
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ARTICLE 9 - INSURANCE........................................ 12
Section 9.1 Casualty Insurance........................ 12
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Section 9.2 Use of Insurance Money to Repair.......... 12
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Section 9.3 Liability Insurance....................... 12
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Section 9.4 Landlord's Right to Make Insurance
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Payments................................ 12
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Section 9.5 Compliance with Policies.................. 13
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Section 9.6 Waiver of Subrogation..................... 13
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ARTICLE 10 - PERSONAL PROPERTY............................... 13
Section 10.1 Landlord's Property....................... 13
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Section 10.2 Removal of Property....................... 13
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Section 10.3 Tenant's Property......................... 13
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ARTICLE 11
HEATING, VENTILATION AND AIR CONDITIONING.................... 14
ARTICLE 12 - LANDLORD'S SERVICES............................. 14
Section 12.1 Elevator Service.......................... 14
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Section 12.2 Cleaning Service.......................... 14
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Section 12.3 Directory Listing......................... 14
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ARTICLE 13
ACCESS, ENTRY, CHANGES IN THE BUILDING FACILITIES............ 15
Section 13.1 Access to the Building ................... 15
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Section 13.2 Ducts..................................... 15
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Section 13.3 Right of Entry............................ 15
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Section 13.4 Right to Show Premises.................... 15
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Section 13.5 Changes to Building and Property.......... 15
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ARTICLE 14 - NOTICE OF ACCIDENTS............................. 15
ARTICLE 15 - NON-LIABILITY AND INDEMNIFICATION............... 16
Section 15.1 Non-Liability............................. 16
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Section 15.2 Indemnification........................... 16
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ARTICLE 16 - DAMAGE OR DESTRUCTION........................... 16
Section 16.1 Repair of Damage.......................... 16
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Section 16.2 Rent Abatement............................ 16
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Section 16.3 Substantial Destruction................... 17
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ARTICLE 17 - EMINENT DOMAIN.................................. 17
Section 17.1 Entire Taking............................. 17
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Section 17.2 Partial Taking............................ 17
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Section 17.3 Award..................................... 17
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ARTICLE 18 - SURRENDER....................................... 18
ARTICLE 19 - DEFAULT......................................... 18
Section 19.1 Event of Default ......................... 18
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Section 19.2 Landlord's Remedies for Event of Default.. 19
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Section 19.3 Notice.................................... 20
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Section 19.4 Interest.................................. 20
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Section 19.5 Waiver of Jury Trial...................... 20
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ARTICLE 20 - LIMITATION OF LIABILITY 20
Section 20.1 Obligations, Losses and Damages........... 20
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Section 20.2 Repairs................................... 21
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Section 20.3 Waiver.................................... 21
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ARTICLE 21
NO OTHER WAIVERS OR MODIFICATIONS............................ 21
ARTICLE 22
CURING TENANT'S DEFAULTS, ADDITIONAL RENT.................... 22
Section 22.1 Curing Tenant's Defaults.................. 22
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Section 22.2 Additional Rent........................... 22
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ARTICLE 23 - BROKER.......................................... 22
ARTICLE 24 - NOTICES......................................... 22
ARTICLE 25
ESTOPPEL CERTIFICATE AND PROHIBITION OF RECORDING LEASE...... 23
Section 25.1 Estoppel Certificate...................... 23
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Section 25.2 Lease Not to be Recorded.................. 24
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Section 25.3 Lease Payment Address..................... 24
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ARTICLE 26 - REPRESENTATIONS AND AGREEMENTS.................. 24
ARTICLE 27
TRANSFER OF LANDLORD'S INTEREST AND LIMITATION OF LIABILITY.. 24
Section 27.1 Transfer of Landlord's Interest........... 24
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Section 27.2 Limitation of Liability................... 24
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ARTICLE 28 - TENANT'S DISCHARGE OF MECHANIC'S LIENS.......... 25
Section 28.1 Prevention of Liens....................... 25
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Section 28.2 Discharge of Liens........................ 25
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ARTICLE 29 - INTENTIONALLY DELETED........................... 25
ARTICLE 30 - MISCELLANEOUS................................... 25
Section 30.1 Definitions............................... 25
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Section 30.2 Article Headings.......................... 26
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Section 30.3 Ejusdem Generis........................... 26
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Section 30.4 Entire Agreement.......................... 26
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Section 30.5 Governing Law............................. 26
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Section 30.6 Severability.............................. 26
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Section 30.7 Submission of Lease....................... 26
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ARTICLE 31 - INTENTIONALLY OMITTED........................... 26
ARTICLE 32 - HAZARDOUS SUBSTANCES............................ 26
Section 32.1 Hazardous Waste........................... 26
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ARTICLE 33 - PARKING......................................... 27
Section 33.1 Parking................................... 27
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ARTICLE 34
RIGHT OF EXTENSION........................................... 27
Section 34.1 First Right to Extend..................... 27
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Section 34.2 Second Right to Extend.................... 28
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Section 34.3 Market Rent Notice........................ 29
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Section 34.4 Dispute................................... 29
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Section 34.5 Appraisal................................. 29
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Section 34.6 Amendment................................. 30
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ARTICLE 35
TENANT'S SIGNS............................................... 30
Section 35.1 Ground Floor.............................. 30
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Section 35.2 Lobby Renovation.......................... 30
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ARTICLE 36
EXCLUSIVE USE................................................ 31
Section 36.1 Retail Bank Branch........................ 31
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Section 36.2 Other Uses................................ 31
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ARTICLE 37
QUIET ENJOYMENT.............................................. 32
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LEASE AGREEMENT
This LEASE AGREEMENT (the "LEASE") dated as of June ____, 1997, between
CAMBRIDGE ONE COMMERCIAL PLAZA, LLC, a Connecticut limited liability company
with a place of business in care of Cambridge Realty Partners, 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as "Landlord"), and FIRST
NATIONAL BANK OF NEW ENGLAND, a national banking association with a place of
business at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter
referred to as "Tenant").
For and in consideration of the rents herein reserved and the covenants and
agreements herein contained, Landlord and Tenant agree with each other as
follows:
ARTICLE 1 - THE PREMISES
Section 1.1 The Building and the Property
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One Commercial Plaza is a building constructed on land owned by the City of
Hartford and located on the east side of Trumbull Street and the south side of
Church Street in Hartford, Connecticut. One Commercial Plaza is referred to as
the "BUILDING". The land and certain of the easements appurtenant to the land
are described on Exhibit A annexed to this Lease and made a part of it. The
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land, its appurtenances, and the Building are collectively referred to as the
"PROPERTY". This Lease is subject to the underlying ground lease (the "GROUND
LEASE") between the City of Hartford and Landlord's predecessors, Chase Family
Limited Partnership No. 3 and Olympia & York Hartford, Inc., dated as of October
1, 1981, a copy of which lease is at the Hartford City Hall, Hartford,
Connecticut, as the same has been and may be amended from time to time.
Section 1.2 The Premises
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Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord,
the following premises, each designated as set forth below (collectively, the
"PREMISES"):
Retail Space 3,800 rentable square feet on the ground floor
Fourth Floor Space 25,018 rentable square feet on the fourth floor
Original Twelfth Floor Space 9,311 rentable square feet on the twelfth floor
Expansion Space A 9,635 rentable square feet on the twelfth floor
Expansion Space B 6,323 rentable square feet on the twelfth floor
Storage Space 224 rentable square feet on the twelfth floor
The foregoing spaces correspond to the hatched areas shown on Exhibits B-1, B-2,
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X-0, X-0, X-0, and B-6, respectively, attached to this Lease and hereby made a
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part of it, and such spaces are hereinafter referred to as designated above.
ARTICLE 2 - TERM
Section 2.1 Commencement Date
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This Lease shall commence on June 1, 1997 (the "COMMENCEMENT DATE") except
with respect to Expansion Space A and Expansion Space B and except that Tenant
shall have access to the Original Twelfth Floor Space from and after execution
of this Lease for purposes of preparing the same for occupancy and this Lease
shall commence on Tenant's entry with respect only to such space. The Lease
shall end on December 31, 2002 (the "EXPIRATION DATE"). The period from the
Commencement Date though the Expiration Date is referred to as the "TERM". This
Lease shall replace and supersede the following earlier leases:
1. Lease dated August 21, 1984, between Chase Family Limited
Partnership No. 3 and Olympia & York Hartford, Inc., as landlord and First
National Bank - CT, as tenant, as amended.
2. Lease dated as of February 20, 1992, between Chase Family Limited
Partnership No. 3 and O&Y (U.S.) Development Company Limited Partnership, as
landlord, and First National Bank of Connecticut, as tenant, as amended.
Section 2.2 Expansion Space
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Landlord hereby leases to Tenant, and Tenant accepts from Landlord,
Expansion Space A and Expansion Space B effective on the Expansion Space A
Commencement Date and Expansion Space B Commencement Date, respectively, as such
terms are hereinafter defined.
With respect to Expansion Space A, Tenant may give Landlord written notice
at any time prior to December 16, 1998, that it has elected to add Expansion
Space A to the Premises effective on any date prior to December 31, 1998, but
not sooner than fifteen (15) days after such notice. Effective on the date
specified in such notice, Expansion Space A shall be added to the Premises and
considered part thereof. If Tenant does not give such notice specifying a date
prior to December 31, 1998, then automatically effective on December 31, 1998
(the earlier of the date so specified or December 31, 1998, the "EXPANSION SPACE
A COMMENCEMENT DATE"), without notice or writing of any kind, Expansion Space A
shall be added to the Premises and considered part thereof. Upon the Expansion
Space A Commencement Date, the Base Rent shall increase by the amount specified
of Base Rent attributable to Expansion Space A specified in Article 3 hereof,
and additional rent shall increase to reflect the increase in Tenant's Share
attributable to Expansion Space A as specified in Article 4 hereof.
With respect to Expansion Space B, Tenant may give Landlord written notice
at any time prior to September 15, 1999, that it has elected to add Expansion
Space A to the Premises effective on any date prior to September 30, 1999, but
not sooner than fifteen (15) days after such notice. Effective on the date
specified in such notice, Expansion Space B shall be added to the Premises and
considered part thereof. If Tenant does not give such notice specifying a date
prior to September 30, 1999, then automatically effective on September 30, 1999
(the earlier of the date so specified or September 30, 1999, the "EXPANSION
SPACE B COMMENCEMENT DATE"), without notice or writing of any kind, Expansion
Space B shall be added to the Premises and considered part thereof. Upon the
Expansion Space B Commencement Date, the Base Rent shall increase by the amount
specified of Base Rent attributable to
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Expansion Space B specified in Article 3 hereof, and additional rent shall
increase to reflect the increase in Tenant's Share attributable to Expansion
Space B as specified in Article 4 hereof.
ARTICLE 3 - BASE RENT
Section 3.1 Base Rent
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Tenant shall pay Landlord as base rent (the "BASE RENT") for each year
during the Term the sum of Six Hundred Thousand Eight Hundred Thirty-nine and
50/100 Dollars ($600,839.50) payable in equal monthly installments of Fifty
Thousand Sixty-nine and 96/100 Dollars ($50,069.96) due in advance on the first
day of each month during the Term.
The Base Rent is calculated based on the following rental rates per
rentable square foot per annum:
Retail Space $17.50
Fourth Floor Space $15.50
Original Twelfth Floor Space $15.50
Storage Space $10.00
(a) If the Commencement Date is not the first day of a month, the
installment of Base Rent for the initial partial month shall be equitably
prorated and shall be due in advance.
(b) Tenant shall also pay all sales taxes and all other governmental
fees, charges, or taxes on the Base Rent (excluding any federal or state income
taxes owed by Landlord). All payments required under this Lease, other than
Base Rent, shall be deemed to be additional rent.
Section 3.2 Base Rent for Expansion Space
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Upon addition of Expansion Space A to the Premises, the annual Base Rent
shall increase by One Hundred Fifty-eight Thousand Nine Hundred Seventy-seven
and 50/100 Dollars ($158,977.50), and each monthly installment of Base Rent
shall increase by Thirteen Thousand Two Hundred Forty-eight and 13/100 Dollars
($13,248.13).
Upon addition of Expansion Space B to the Premises, the annual Base Rent
shall increase by One Hundred Four Thousand Three Hundred Twenty-nine and 50/100
Dollars ($104,329.50), and each monthly installment of Base Rent shall increase
by Eight Thousand Six Hundred Ninety-four and 13/100 Dollars ($8,694.13).
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ARTICLE 4
ADDITIONAL RENT - OPERATING EXPENSES AND TAXES
Section 4.1 Operating Expenses and Electrical Expenses
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(a) Tenant shall pay Landlord as additional rent throughout the Term
5.695 percent ("TENANT'S SHARE") of the amount (the "INCREMENTAL OPERATING
EXPENSES") by which annual Operating Expenses (as defined below) incurred by
Landlord during each calendar year exceed Operating Expenses for calendar year
1997 (the "BASE OPERATING EXPENSES"). Tenant's Share is equal to the proportion
that the rentable square foot area of the Premises bears to the total rentable
square foot office area of the Building.
(b) Tenant's Share of annual Incremental Operating Expenses shall be
paid in monthly installments on the first day of each month, in advance, in an
amount estimated by Landlord and subject to adjustment from time to time.
Subsequent to the end of each calendar year, Landlord shall furnish Tenant with
a statement of the actual Operating Expenses for the period and the amount of
Tenant's share of Incremental Operating Expenses for the period. If the total
amount paid by Tenant for any year shall be less than the actual amount due from
Tenant as shown on the statement, Tenant shall pay Landlord the deficiency
within thirty (30) days after the furnishing of such statement. If the total
amount paid by Tenant shall exceed the actual amount due from Tenant for such
year, the excess shall be credited against the next installment due of
additional rent from Tenant under this section, and balance of such excess over
the next installment shall be paid to Tenant within thirty (30) days after the
furnishing of such statement. If it shall be for the last calendar year of the
term, then, the excess shall be returned with Landlord's statement for such
calendar year.
Should the Term commence or end on a day other than the first day of a
calendar year, then the Operating Expense charge for the partial year shall be
equitably prorated.
(c) "OPERATING EXPENSES" shall mean all expenses paid or incurred by
Landlord or on Landlord's behalf in respect of the repair, maintenance, and
operation of the Property and the curbs, sidewalks, and plazas adjoining the
same, adjusted as if the Building were Fully Occupied (as hereinafter defined),
including, but not limited to:
(i) salaries, wages, medical, surgical, union, and general welfare
benefits (including group life insurance) and pension payments for employees of
Landlord and Landlord's management company engaged in the repair, operation, and
maintenance of the Property;
(ii) payroll taxes, worker's compensation, uniforms and related
expenses for employees of Landlord and Landlord's management company;
(iii) the cost of all charges for gas, steam, any alternate source
of energy, heat, ventilation, air-conditioning, water, sewer, and other
utilities (except electricity, which shall be billed pursuant to Section 4.1(d)
hereof) furnished to the Property (including both common areas and leased
areas), together with any taxes on the utilities;
(iv) the cost of painting or redecorating (other than in leased
areas);
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(v) the cost of all charges for insurance including rent, casualty,
liability, and fidelity insurance;
(vi) the cost and/or rentals of all supplies (including cleaning
supplies), tools, materials, and equipment, and sales and other taxes thereon;
(vii) cost or depreciation of hand tools and other movable equipment;
(viii) the cost of all charges for window and other cleaning and
janitorial and security services;
(ix) charges of independent contractors;
(x) repairs and replacements made by Landlord;
(xi) alterations and improvements to the Property, including any
capital improvements, made by reason of the laws and requirements of any public
authorities or the requirements of insurance bodies and if the same are capital
improvements, amortization over the useful life of the improvement thereon;
(xii) management fees at a rate not greater than that prevailing in
the Hartford market or, if no managing agent is employed by Landlord, a like fee
for Landlord;
(xiii) the cost of any capital improvements to the Property and/or of
any machinery or equipment installed on the Property which has the effect of
reducing the expenses which otherwise would be included in Operating Expenses to
the extent of the lesser of such costs amortized over the useful life of the
improvements;
(xiv) reasonable legal, accounting, and other professional fees
incurred except legal fees incurred in writing leases for, or enforcing leases
against, other tenants; and
(xv) all other charges properly allocable to the repair, operation
and/or maintenance of the Property in accordance with generally accepted
accounting principles consistently applied, but excluding rents and additional
rents under the ground lease;
Operating Expenses shall not include the following: (1) depreciation
(except as provided above in this subsection), (2) interest on and amortization
of debts, (3) leasehold improvements including redecorating made for tenants for
the Building, (4) brokerage commissions and advertising expenses for procuring
new tenants of the Building, (5) refinancing costs, (6) the cost of any work or
services performed for any tenant(s) of the Building (including Tenant), whether
at the expense of Landlord or such tenant(s), to the extent that such work or
services is in excess of the work or services which Landlord is required to
furnish to Tenant under this Lease at Landlord's expense, (7) the cost of any
repair or replacement, other than one described in clauses (x), (xi) and (xiii)
above, which would be required to be capitalized under generally accepted
accounting principles consistently applied except that if under such principles
such costs may be amortized over a period of not more than ten (10) years, then
a proportionate part of such costs may be included each year's in Operating
Expenses over the useful life
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(as reasonably estimated by Landlord) of such repair or replacement, and, (8)
the cost of any item included in Operating Expenses under clauses (i)-(xv) to
the extent that such cost is reimbursed by an insurance company, a condemning
authority, a tenant or any other party, but if at the time Operating Expenses
are determined for an Operating Year such reimbursement has not been made, such
cost may be included in Operating Expenses and an adjustment shall be made when
and if such reimbursement is actually received by Landlord.
"FULLY OCCUPIED" shall mean occupancy of ninety percent (90%) of the
rentable square footage of office space in the Building.
(d) (i) Tenant shall pay Landlord as additional rent throughout the
Term 9.419 percent of the amount by which annual Electric Expenses (as defined
below) incurred by Landlord during each calendar year exceed Electric Expenses
for calendar year 1997 (the "BASE ELECTRIC EXPENSES"). Tenant's Electric Share
shall be equal to a fraction. The numerator of the fraction is the rentable
square foot area of the Premises. The denominator of the fraction is of the net
rentable square foot office area of the Building excluding (1) those leasable
areas that the electric utility company services and bills the tenant of the
space directly; and (2) those leasable areas for which the tenant's electricity
usage is measured by a submeter and the periodic electricity charge for the area
is based on the usage for the period as indicated by the submeter. The fraction
may change from time to time during the Term, and the Electric Share shall be
adjusted in the event the numerator or the denominator of the fraction changes.
(ii) "ELECTRIC EXPENSES" shall mean all charges for electricity,
or any utility service substituted for electricity, attributable to the Property
(including, without limitation, both the common areas and leased areas of the
Building), adjusted as if the Building were Fully Occupied; except that Electric
Expenses shall exclude the cost of electricity and other utility services
substituted for electricity supplied directly to other tenants of the Building
by the utility company providing same or submetered and paid on the basis of the
submeter by a tenant.
Section 4.2 Taxes
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Tenant shall pay Landlord as additional rent throughout the Term Tenant's
Share of the amount by which total Taxes (as defined below) levied for each tax
year exceed Base Taxes. "BASE TAXES" shall mean Taxes payable by Landlord with
respect to the Property for the tax year in which the Commencement Date occurs.
Landlord shall estimate the tax charge and xxxx the same to Tenant on a
monthly basis subject to revision from time to time. If the total amount paid
by Tenant for any tax year shall be less than the actual amount due from Tenant
as shown on such statement, Tenant shall pay Landlord the deficiency within
thirty (30) days after the furnishing of such statement. If the total amount
paid by Tenant shall exceed such actual amount due from Tenant the excess shall
be credited against the next installment due from Tenant under this section, and
any balance of such excess over the next installment shall be paid to Tenant
within thirty (30) days after the furnishing of such statement.
Should the Term commence or end on a day other than the first day of a tax
year, then the Tax charge for the partial year shall be equitably prorated.
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"TAXES", as used herein, shall include real estate taxes payable on the
Property and any payment substituted in lieu of taxes or in addition thereto,
including any tax measured by rental income received by Landlord, but excluding
federal and state income taxes. Taxes shall not include any payments of ground
rent under the ground lease.
The City of Hartford has granted a real estate tax abatement relating to
the Property pursuant to Section 7-498, Connecticut General Statutes. The
Property's real estate tax abatement is effective for a period of twenty (20)
years commencing October 1, 1981. The Property will be subject to real estate
taxes or payments in lieu thereof imposed by the City of Hartford after the
expiration or revocation of the tax abatement. The tax abatement only affects
real estate taxes and does not xxxxx any tax substituted in lieu thereof or in
addition thereto.
Section 4.3 Tenant's Share for Expansion Space
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Effective on the Expansion Space A Commencement Date, Tenant's Share shall
increase by 1.431 percent, and each monthly installment of additional rent shall
increase accordingly.
Effective on the Expansion Space B Commencement Date, Tenant's Share shall
increase by 0.939 percent, and each monthly installment of additional rent shall
increase accordingly.
ARTICLE 5 - USE
Section 5.1 Use of the Premises
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Tenant shall use and occupy the Retail Space only for the purpose of
general banking and financial services and the balance of the Premises only for
general office purposes and for no other purpose. Tenant shall abide by and not
violate any of the Rules set forth in Exhibit C, as they may be amended from
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time to time, provided such amendments do not materially affect Tenant's use and
occupancy of the Premises or the provisions of this Lease. Landlord shall make
commercially reasonably reasonable efforts to enforce the Rules in a uniform and
non-discriminatory manner.
Tenant shall comply with the requirements of, and obtain any necessary
permits and licenses required by, all laws or governmental authorities and
requirements of insurance carriers applicable to its business operations in the
Premises.
Section 5.2 Proper Care
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Tenant shall take good care of the Premises and shall not commit waste in
the Premises. Tenant, at its expense, shall promptly make all non-structural
repairs in and about the Premises that are not the responsibility of Landlord by
the terms of this Lease.
Section 5.3 Interference
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Business machines and mechanical equipment belonging to Tenant shall be
placed and maintained, at Tenant's expense, in special settings to eliminate any
unreasonable noise or vibrations they may cause. In the event Tenant's machines
or equipment cause any interference whatsoever with
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the normal operation of the Building or other occupants of the Building, they
shall be removed from the Premises.
Section 5.4 Permitted Loads
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The maximum allowable load on any portion of the floor of the Premises is
100 pounds per square foot with an allowance of 20 pounds per square foot for
partitions. No excess load will be allowed except with Landlord's prior written
consent, which consent may be withheld in Landlord's sole discretion. If
Landlord gives consent to a greater load which requires modification to the
Building, Landlord shall perform the same, and Tenant shall pay Landlord all
costs for such modifications.
Section 5.5 Additional Electricity and Cost
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Tenant's use of electricity in the Premises shall not exceed 5 xxxxx of
total connected load, including lighting, per usable square foot of space in the
Premises. Tenant shall not, without Landlord's prior written consent, connect
any appliance, apparatus, or device to the Building's electric system which will
in any way change or alter the capacity of the electric system serving the
Premises. Landlord shall have the right to perform surveys of Tenant's
electrical use and adjust electrical charges to Tenant if Tenant exceeds the use
of 5 xxxxx per usable square foot. Tenant shall pay such charges within ten
(10) days after demand therefor. Should Landlord grant such consent, all
appliances, apparatus, or devices required therefor and for the measurement
thereof shall be provided by Landlord, and the cost shall be paid by Tenant. As
a condition to granting such consent, Landlord may require Tenant to agree to an
increase in Base Rent to an amount which will reflect the cost of the additional
service to be furnished by Landlord.
The parties shall execute a supplementary agreement to reflect the
increase, which Agreement shall be effective from the date the additional
service is made available to Tenant. The increase shall be effective whether or
not such supplementary agreement is executed.
ARTICLE 6
CONDITION OF THE PREMISES AND TENANT IMPROVEMENTS
Section 6.1 Condition of the Premises
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Tenant has inspected the Premises and accepts them in their "as is"
condition. Landlord and Tenant shall sign a Work Letter Agreement in the form
attached hereto as Exhibit D (the "WORK LETTER"). Tenant shall perform Tenant's
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Work, as defined in the Work Letter, in accordance with the terms of the Work
Letter and the terms of this Section 6.
Section 6.2 Tenant Plans
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Tenant may make only nonstructural improvements within the Premises. If
Tenant desires to make any such improvements, Tenant, at Tenant's expense, shall
have plans and specifications necessary for the finishing of the Premises and
related improvements prepared by an architect or engineer licensed to practice
in Connecticut. The plans and specifications shall be submitted to Landlord for
Landlord's approval, which approval shall not be unreasonably withheld.
Landlord's approval shall not constitute a
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representation that the plans meet the requirements of law or governmental
authorities having jurisdiction over the Building. Within ten (10) days of a
demand therefor, Tenant shall pay Landlord's reasonable cost to review such
plans. Tenant, at Tenant's expense, shall file all plans as required by the City
of Hartford, shall secure all required permits, and shall provide copies of all
permits and contracts to Landlord. Prior to commencing any construction, Tenant
shall obtain builders risk insurance from a company and in an amount
satisfactory to Landlord and shall supply Landlord with a certificate of such
coverage naming Landlord as additional insured. All construction shall be done
by contractors approved by Landlord and in accordance with the approved plans
and specifications and Building rules. All such improvements are hereafter
referred to as "TENANT IMPROVEMENTS". If the cost of the Tenant Improvements
exceeds $100,000 and if any Superior Mortgagee, as defined below, so requires,
the contractor shall be bonded. Within ninety (90) days following completion of
Tenant Improvements, Tenant shall submit to Landlord "as built" plans of
Tenant's Improvements. Tenant shall file all statements required by the City of
Hartford relative to certified costs of any construction performed in the
Premises within the time periods required by applicable ordinances.
Section 6.3 Modifications
----------- -------------
Tenant shall not make any structural modifications to the Premises without
obtaining Landlord's prior written consent, which consent may be withheld in
Landlord's sole discretion. Tenant may make non-structural modifications, such
moving interior partition walls, after giving Landlord notice of its intent to
do so.
Section 6.4 Use of Landlord's Services and Equipment
----------- ----------------------------------------
In the event Tenant, its servants, agents, and independent contractors
shall utilize any services of Landlord's personnel or shall utilize any
equipment, machinery, or other items which are the property of Landlord, Tenant
shall pay Landlord Landlord's standard charges for use of such services,
equipment, machinery, and other items within thirty (30) days of demand
therefor.
ARTICLE 7 - SUBORDINATION AND ATTORNMENT
Section 7.1 Subordination
----------- -------------
This Lease shall be subordinate to the lien of any present or future
mortgage (each, a "SUPERIOR MORTGAGE") or rights of any landlord under the
Ground Lease or any other master lease (each, a "SUPERIOR LEASE") irrespective
of the time of execution or recording of the Superior Mortgage or Superior
Lease. Nevertheless, from time to time hereafter, Landlord may elect that this
Lease be paramount to the lien of a Superior Mortgage or Superior Lease and may
exercise its election by giving notice to Tenant. Landlord may thereafter elect
that this Lease be again subordinate to the lien of a Superior Mortgage or
Superior Lease and may exercise its election by giving notice to Tenant. The
exercise of any of the elections provided for in this Section shall not exhaust
Landlord's right to elect differently thereafter, from time to time, as Landlord
may determine. At the election of Landlord, this clause shall be self-
operative, and no further instrument shall be required, but upon Landlord's
request, from time to time, Tenant shall:
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(a) confirm in writing and in recordable form that this Lease is
subordinate or paramount (as Landlord may elect) to the lien of any Superior
Mortgage or Master Lease; and/or
(b) execute an instrument making this Lease subordinate or paramount
(as Landlord may elect) to the lien of any Superior Mortgage or Master Lease, in
such form as may be required by any applicable mortgagee or master landlord.
Section 7.2 Attornment
----------- ----------
At the direction of any foreclosing mortgagee, transferee, assignee, or
purchaser of Landlord's interest in the Property (each, a "SUCCESSOR
LANDLORD"), Tenant shall attorn to and recognize any Successor Landlord as
landlord under this Lease. Upon such attornment this Lease shall continue in
full force and effect as a direct lease between Successor Landlord and Tenant
upon all of the terms, conditions, and covenants as are set forth in this Lease,
except that, with respect to the holder of any Superior Mortgage or the landlord
under any Superior Lease which is a Successor Landlord, such Successor Landlord
shall not:
(a) be liable for any previous act or omission of Landlord under this
Lease;
(b) be subject to any offset not expressly provided for in this Lease
which shall have accrued to Tenant against Landlord; or
(c) be bound by any previous modification of this Lease or by any
previous prepayment of more than one month's Base Rent, unless such modification
or prepayment shall have been expressly approved in writing by such Successor
Landlord.
Section 7.3 Notice to Mortgagee and Right to Cure
----------- -------------------------------------
If any act or omission of Landlord would give Tenant the right to cancel or
terminate this Lease or to claim a partial or total eviction, Tenant shall not
exercise such right until:
(a) it has given written notice of such act or omission to Landlord
and the holder of any mortgage of the Building (each, a "SUPERIOR MORTGAGEE")
and the landlord under any master lease to which this Lease is subject (each, a
"SUPERIOR LANDLORD") provided the name and address of such party has been
furnished to Tenant; and
(b) until a reasonable period for remedying such act or omission shall
have elapsed following the giving of such notice and following the time when
such Superior Mortgagee or Superior Landlord shall have become entitled to
remedy the same, provided such Superior Mortgagee or Superior Landlord shall
with due diligence give Tenant notice of intention to, and commence and continue
to, remedy such act or omission.
Section 7.4 Current Mortgagees
----------- ------------------
Tenant acknowledges that Landlord has disclosed that it has granted
mortgages to Credit Suisse First Boston Capital LLC and Harvard Private Capital
Realty, Inc.
- 10 -
ARTICLE 8
ASSIGNMENT, SUBLETTING, PLEDGING OR ENCUMBERING OF LEASE
Section 8.1 Assignment, Subletting, Pledging or Encumbering
----------- -----------------------------------------------
Tenant may sublet all or any portion of the Premises to one or more
entities controlled by, in control of, or under common control with Tenant (each
a "Controlled Entity"). Tenant may assign its interest in this Lease, in whole
but not in part, to any Controlled Entity or in part to a Controlled Entity
provided there shall be not more than two entities in occupancy of the Premises
following any such partial assignment. Tenant shall give Landlord not less than
thirty (30) days prior written notice of such a proposed assignment and shall
provide to Landlord the name and address of the proposed assignee, reasonable
evidence of the basis for the assignee's qualification under the prior sentence,
and such other information concerning the proposed assignment as Landlord
reasonably requests. Tenant shall not otherwise assign this Lease or sublet the
Premises in any manner without Landlord's consent, which consent shall not be
unreasonably withheld. In determining whether to grant such consent, Landlord
may consider, inter alia, (i) the creditworthiness and liquidity of the proposed
assignee or subtenant; (ii) the character and business reputation of the
proposed assignee or subtenant; (iii) the proposed use of the Premises by the
proposed assignee or subtenant; (iv) the effect on other tenants of the
Building; (v) whether Landlord's mortgagees have consented to the transaction;
and such other criteria as Landlord deems necessary under the circumstances.
Any transfer of voting control of the board of directors of Tenant if Tenant is
a corporation or a change in legal or beneficial ownership of Tenant if such
change in ownership in the aggregate equals or exceeds fifty percent (50%) shall
constitute an assignment that is subject to the provisions of this Section 8.
In no event shall Tenant pledge or encumber its interest in this Lease.
Notwithstanding any assignment of Tenant's interest in this Lease or any
subletting of all or any portion of the Premises, Tenant shall continue liable
as the tenant hereunder.
Section 8.2 Landlord's Consent
----------- ------------------
Any consent by Landlord to assignment or subletting of Tenant's interest in
this Lease shall not relieve Tenant of its obligations under the Lease. Any
consent by Landlord in a particular instance shall not be deemed to a waiver of
the obligation to obtain Landlord's approval in the case of any other assignment
or subletting. Any attempted assignment or subletting of Tenant's interest in
this Lease without Landlord's prior written consent shall be null and void and
constitute a default under the Lease.
Section 8.3 Recapture
----------- ---------
If Tenant wishes to assign this Lease or to sublet all or part of the
Premises, Tenant shall give Landlord written notice of such intention, which
notice shall include all of the relevant terms and conditions of the
transaction, the identity of the assignee or subtenant, and the financial
background of the assignee or subtenant. Except where the proposed assignee or
subtenant is a Controlled Entity, Landlord shall have the right upon receipt of
such notice to elect to sublet the Premises from Tenant upon the terms and
conditions set forth in Tenant's notice or to terminate this Lease within ninety
(90) days after Landlord's receipt of Tenant's notice. Landlord shall give
notice to Tenant of Landlord's election to sublet or terminate this Lease. If
Landlord elects to sublet the Premises, the parties shall execute a sublease
within sixty (60) days after Landlord's election on the terms and conditions set
forth in Tenant's notice. If Landlord elects to terminate this Lease, the
termination shall become effective sixty (60) days after the date of the
termination notice to Tenant. Upon such termination, all of the liabilities of
the parties each to the other shall cease and terminate except as to obligations
of Tenant that arose prior to the termination or covenants of Tenant which
survive the termination of this Lease. Provided, however, that Tenant may
nullify such termination by withdrawing, in writing, its notice of intention to
assign or sublet by notice to Landlord given prior to the expiration of the
sixty (60) day period.
- 11 -
ARTICLE 9 - INSURANCE
Section 9.1 Casualty Insurance
----------- ------------------
Tenant shall at all times during the Term, at its own expense, keep all
Tenant's Improvements and Tenant's Property (as defined below) insured on an
"all risk" basis in an amount equal to not less than one hundred percent (100%)
of the full replacement cost of such Tenant Improvements and Tenant Property.
All policies shall be carried in companies licensed to do business in
Connecticut and otherwise reasonably satisfactory to Landlord. Copies of all
policies of insurance or certificates therefor shall be delivered to Landlord
and shall contain a provision that the policy shall not be changed or cancelled
without thirty (30) days' prior written notice to Landlord.
Section 9.2 Use of Insurance Money to Repair
----------- --------------------------------
In the event of any damage or destruction to the Premises at any time
during the Term, if Landlord shall restore the Premises to a condition
comparable to the condition in which they were furnished to Tenant, Tenant shall
promptly repair or rebuild the Tenant Improvements to a condition comparable to
than required by this Lease, including, but not limited to, Section 6.2, without
contribution therefor from Landlord.
Section 9.3 Liability Insurance
----------- -------------------
Tenant shall also obtain and keep in force during the Term, with copies of
policies to be deposited with Landlord, public liability and property damage
insurance in a form acceptable to Landlord and providing coverage of not less
than Four Million Dollars ($4,000,000.00) single combined limit a portion of
which coverage may be provided by umbrella policy. Landlord reserves the right
to require Tenant to increase such coverage if it becomes customary for tenants
of similar buildings located in the City of Hartford to maintain higher coverage
limits. Such policies shall cover injury or death to persons or damage to
property of any person or persons in or about the Premises and shall be issued
by companies reasonably acceptable to Landlord. Each policy shall name
Landlord, Landlord's mortgagees, any Superior Landlord, and the managing agent
of the Building as an additional insureds and shall contain a provision that the
policy shall not be changed or cancelled without thirty (30) days' prior written
notice to Landlord.
Section 9.4 Landlord's Right to Make Insurance Payments
----------- -------------------------------------------
If Tenant shall at any time neglect to maintain any insurance coverage,
Landlord may procure or renew such insurance. Any amount paid for such insurance
by Landlord, including reasonable expenses, shall be additional rent due from
Tenant and shall be payable within ten (10) days of demand therefor.
Section 9.5 Compliance with Policies
----------- ------------------------
Tenant shall not violate any condition imposed by any fire insurance,
casualty insurance, or liability insurance policy carried by Landlord or Tenant
with respect to the Premises or the Property. If Tenant's use increases the
cost of Landlord's insurance beyond standard rates and Tenant continues such use
for more than thirty (30) days after notice thereof, Tenant shall pay the
increased cost to Landlord upon demand.
- 12 -
Section 9.6 Waiver of Subrogation
----------- ---------------------
All casualty insurance which is carried by either party with respect to the
Premises, whether or not required, shall include provisions which either
designate the other party as an insured or deny to the insurer any rights of
recovery by subrogation against the other party, to the extent such rights have
been waived by the insured party prior to occurrence of loss or injury, insofar
as, and to the extent that such provisions may be effective without making it
impossible to obtain insurance coverage from responsible companies qualified to
do business in Connecticut (even though an extra premium may result therefrom).
Each party shall be entitled to have duplicates or certificates of any policies
containing such provisions. Each party hereby waives all rights of recovery
against the other for loss or injury against which the waiving party is or may
be protected by insurance containing said provisions.
ARTICLE 10 - PERSONAL PROPERTY
Section 10.1 Landlord's Property
------------ -------------------
All fixtures, equipment, improvements, and appurtenances attached in any
way to the Premises at the Commencement Date or during the Term, whether or not
by Tenant, shall be and remain a part of the Premises and shall be property of
Landlord not to be removed by Tenant, except as expressly provided in Section
10.2.
Section 10.2 Removal of Property
------------ -------------------
By the Expiration Date, Tenant shall remove such fixtures, equipment,
improvements, and appurtenances (other than interior walls and built-in
partitions) which are attached in any way to the Premises as requested by
Landlord. Tenant shall repair any damage resulting from such removal.
Section 10.3 Tenant's Property
------------ -----------------
Trade fixtures and office equipment which are placed in the Premises by
Tenant without expense to Landlord, and which can be removed without damage to
the Property or Premises, and all furniture, furnishings, and other articles of
movable personal property owned by Tenant ("TENANT'S PROPERTY"), shall be and
shall remain the property of Tenant and may be removed by Tenant at any time
during the Term. Tenant shall repair any damage to the Premises or to the
Property resulting from such removal. Any of Tenant's Property remaining in the
Premises after the Expiration Date shall be and remain property of Landlord for
Landlord to dispose of as Landlord sees fit, or, at Landlord's option, to remove
and store at Tenant's expense.
- 13 -
ARTICLE 11
HEATING, VENTILATION AND AIR CONDITIONING
Landlord shall maintain and operate systems which shall supply heating,
ventilation, and air conditioning to the Premises. Heating, ventilation, and
air conditioning shall be furnished between 8:00 a.m. and 6:00 p.m. on "BUSINESS
DAYS", defined as all days except Saturdays, Sundays, days observed by the
Federal or the State government as legal holidays, and union holidays and
between 8:00 a.m. and 1:00 p.m. on Saturdays. If Tenant shall require heating,
ventilation, or air conditioning service at any other time ("AFTER HOURS"),
Landlord shall furnish such service upon reasonable notice from Tenant, and
Tenant shall pay Landlord's then established charges within thirty (30) days of
demand therefor.
ARTICLE 12 - LANDLORD'S SERVICES
Section 12.1 Elevator Service
------------ ----------------
Landlord shall provide elevator service to the floor on which the Premises
are situated between 8:00 a.m. and 6:00 p.m. on Business Days, and between 8:00
a.m. and 1:00 p.m. on Saturdays and an elevator on call at all other times. If
Tenant shall require additional elevator service After Hours, Landlord shall
furnish such service upon reasonable notice from Tenant, and Tenant shall pay
Landlord's then established charges within ten (10) days of demand therefor.
Section 12.2 Cleaning Service
------------ ----------------
Landlord shall provide janitorial services to the Premises on Business
Days. Janitorial services shall be the services included on Exhibit E attached
---------
hereto. Landlord in no event shall be liable for any loss, theft, or damage to
the property of Tenant by reason of any activities of Landlord's cleaning
contractors or its employees. Landlord shall not be responsible for the
cleaning of any carpeting in the Premises, other than by vacuum sweeping. If
Tenant has an excessive amount of waste or requires cleaning in addition to that
described on Exhibit B, Tenant shall pay Landlord, as additional rent, the cost
of removal and disposal thereof or of such extra service. Tenant shall comply
with all recycling programs initiated by Landlord, imposed by law, or the
requirements of governmental authorities.
Section 12.3 Directory Listing
------------ -----------------
Landlord, at Tenant's request, shall maintain a listing of Tenant's name in
the Building directory; the size of the name so listed and the location of the
directory shall be within the sole discretion of Landlord. Any change from the
initial listing shall be made by Landlord promptly after Tenant's request
therefor, at Tenant's expense.
- 14 -
ARTICLE 13
ACCESS, ENTRY, CHANGES IN THE BUILDING FACILITIES
Section 13.1 Access to the Building
------------ ----------------------
Landlord reserves the right of entry through the Premises to permit access
to any other part of the Property for the purposes of maintenance, decoration,
or repair.
Section 13.2 Ducts
------------ -----
Tenant shall permit Landlord to install, use, and maintain, replace, or add
pipes, ducts, and conduits within walls, bearing columns, and ceilings located
in or adjacent to the Premises.
Section 13.3 Right of Entry
------------ --------------
Landlord shall have the right to enter the Premises at reasonable times
during "Business Hours" and at any time after Business Hours for any purpose
permitted under this Lease and to make any repairs or changes as may be required
by law or due to any emergency affecting the Premises or the Property. Landlord
shall be allowed to take all materials into the Premises that may be required
for such repairs, changes, or maintenance without liability to Tenant, except
for Landlord's gross negligence. Tenant shall provide Landlord with a key to
the Premises and shall not change its locks without Landlord's prior written
consent and without providing to Landlord a key therefor.
Section 13.4 Right to Show Premises
------------ ----------------------
At any time during the Term, Landlord may, with reasonable notice to
Tenant, enter the Premises with a prospective tenant, purchaser, mortgagee,
investor, or similarly interested party and exhibit the Premises to such party.
Section 13.5 Changes to Building and Property
------------ --------------------------------
Landlord reserves the right at any time, without incurring any liability to
Tenant, to make such changes in or to the Building and the Property, including
its and their integral parts, as Landlord may deem necessary or desirable so
long as such changes do not materially affect Tenant's ability to occupy the
Premises.
ARTICLE 14 - NOTICE OF ACCIDENTS
Tenant shall promptly give notice to Landlord, of
(i) any accident in or about the Premises,
(ii) any fires in the Premises,
(iii) any damage to or defects in the Premises, including the
fixtures, equipment, and appurtenances thereto, and
- 15 -
(iv) any damage to or defects in any parts of or appurtenances
to the Building's sanitary, electrical, heating,
ventilation, air conditioning, elevator, life-safety, and
other systems located in or passing through the Premises.
ARTICLE 15 - NON-LIABILITY AND INDEMNIFICATION
Section 15.1 Non-Liability
------------ -------------
Landlord shall not be liable to Tenant for any injury or damage to Tenant
or to any other person or for any damage to, or loss of any property of Tenant
or of any other person, irrespective of the cause of such injury, damage, or
loss, unless caused by or due to the grossly negligent act of Landlord, its
agents, servants, or employees. Tenant's agreement to this clause is part of
the consideration for this Lease.
Section 15.2 Indemnification
------------ ---------------
Tenant agrees to indemnify and save harmless Landlord, Landlord's agents,
servants, employees, Superior Mortgagees, and any Superior Landlord from any
claims, loss, liability, or damage that results from a default under this Lease
or violation of any of its terms; failure to comply with any legal or insurance
requirement; any act or omission of Tenant or any subtenant, licensee, invitee,
employee, agent, or contractor of Tenant; and, except for any grossly negligent
act of Landlord, its agents, servants, or employees not covered by Tenant's
insurance, any occurrence or condition in, on, or about the Premises. Tenant
shall defend any lawsuits in connection with the above and pay all costs,
expenses, and liabilities incurred in connection with each such claim or action
or proceeding brought thereon. In case any law suit is brought against Landlord
by reason of any such claim, Tenant, at its expense, shall resist and defend
such lawsuit. Law suit as used herein shall include arbitration proceedings,
administrative proceedings, and all other governmental or quasi-governmental
proceedings, including appellate proceedings.
ARTICLE 16 - DAMAGE OR DESTRUCTION
Section 16.1 Repair of Damage
------------ ----------------
If the Property is damaged or destroyed by fire or other casualty and this
Lease is not terminated in the manner set forth in Section 16.3 hereof, Landlord
shall repair or rebuild the Property at Landlord's expense with reasonable
dispatch, but shall not be required to repair or replace any of Tenant's
Property or any Tenant Improvements. Landlord shall not be required to commence
repair or restoration until insurance proceeds are available and shall only be
required to rebuild or repair to the extent such proceeds (together with any
"deductibles") are sufficient to pay the cost thereof. In the event this Lease
shall not be terminated as provided in this Article 16 and Landlord shall fail
to complete the repair or restoration work within twelve (12) months after
receipt of the insurance proceeds for such work, then in such event Tenant may
terminate this Lease upon thirty (30) days prior written notice to Landlord
after the expiration of the aforesaid twelve (12) month period.
- 16 -
Section 16.2 Rent Abatement
------------ --------------
If the Premises or any portion thereof are rendered untenantable and are
not used as a result of any damage or destruction by fire or other casualty, the
Rent shall xxxxx on the portion of the Premises rendered untenantable and not
used from the date of such damage or destruction to the date of completion of
Landlord's repair of such damage plus thirty (30) days. To the extent Tenant
reoccupies a portion of the Premises, Tenant's abatement shall cease on such
portion on the date of reoccupation.
Section 16.3 Substantial Destruction
------------ -----------------------
If the Property is substantially damaged or destroyed by fire or other
casualty, then Landlord may terminate this Lease by giving Tenant notice within
ninety (90) days after the casualty causing the damage. If Landlord exercises
its option to terminate, the Term shall terminate and expire upon the thirtieth
(30th) day after the notice is given, and Tenant shall vacate the Premises and
surrender the same to Landlord on or before that date. The Property (whether or
not the Premises are damaged) shall be deemed substantially damaged or destroyed
if the cost of repair and restoration after a casualty occurs is thirty percent
(30%) or more of the full replacement cost of the Property as it existed
immediately prior to the casualty. If the Retail Space shall be materially
(i.e. thirty percent (30%) or more) damaged or destroyed by fire or other
casualty during the last two (2) years of the term of this Lease, Tenant may
terminate this Lease as to the Retail Space by giving Landlord notice to such
effect within sixty (60) days after the date of the casualty.
ARTICLE 17 - EMINENT DOMAIN
Section 17.1 Entire Taking
------------ -------------
If the Building, the Property, or any part of the Premises shall be
lawfully taken for any public or quasi-public purpose, this Lease shall
terminate as of the date of vesting of title in the condemning authority (the
"DATE OF TAKING"), and the Rent and additional rent shall be prorated and
adjusted as of that date.
Section 17.2 Partial Taking
------------ --------------
If any part of the Premises shall be taken for any public or quasi-public
purpose, then Landlord and Tenant shall have the option, within thirty (30) days
after the Date of Taking, to terminate this Lease as of the Date of Taking. If
any other part of the Building or the Property which materially affects Tenant's
use and occupancy of the Premises shall be taken for any public or quasi-public
purpose and Landlord does not restore or provide a suitable alternative, then
Landlord and Tenant shall have the option, within thirty (30) days after the
Date of Taking, to terminate this Lease as of the Date of Taking.
Section 17.3 Award
------------ -----
In the event of any taking, partial or whole, provided for in this Lease,
all of the proceeds of any award, judgment, or settlement payable by the
condemning authority shall be the exclusive property of Landlord. Tenant,
however, may pursue its own claim against the condemning authority, for moving
- 17 -
expenses and trade fixtures as permitted under the laws of the State of
Connecticut, so long as its claim does not diminish or reduce the award,
judgment, or settlement receivable by Landlord.
Section 17.04 Temporary Taking
------------- ----------------
If the temporary use or occupancy of all or any part of the Premises shall
be taken by condemnation or in any other manner for any public or quasi-public
use or purpose during the Term, Tenant shall be entitled, except as hereinafter
set forth, to receive that portion of the award or payment for such taking which
represents compensation for the use and occupancy of the Premises, for the
taking of Tenant's Property and for moving expenses, and Landlord shall be
entitled to receive that portion which represents reimbursement for the cost of
restoration of the Premises. The Lease shall be and remain unaffected by such
taking, and Tenant shall continue to be responsible for all of its obligations
hereunder insofar as such obligations are not affected by such taking and shall
continue to pay in full the Base Rent and Additional Rent when due. If the
period of temporary use or occupancy shall extend beyond the expiration date of
this Lease, that part of the award which represents compensation for the use and
occupancy of the Premises (or a part thereof) shall be divided between Landlord
and Tenant so that Tenant shall receive so much thereof as represents the period
up to and including such expiration date, and Landlord shall receive so much
thereof as represents the period after such expiration date. All monies paid
as, or as part of, an award for temporary use and occupancy for a period beyond
the date to which the Base Rent and Additional Rent has been paid shall be
received, held, and applied by Landlord as a trust fund for payment of the Base
Rent and Additional Rent becoming due hereunder. In the event the temporary use
or occupancy of all or any part of the Premises shall be taken as aforesaid
during the last two (2) years of the Term, and the period of such taking shall
be twelve (12) months or more, then in such event, Tenant may terminate this
Lease upon thirty (30) days prior written notice to Landlord after the
expiration of said twelve (12) month period.
ARTICLE 18 - SURRENDER
On the earlier of the Expiration Date or earlier termination of this Lease,
Tenant shall surrender the Premises to Landlord power swept and in the condition
it was in on the Commencement Date, reasonable wear and tear, Tenant's Work, and
Tenant's Improvements excepted. Landlord may require Tenant to remove, at
Tenant's expense, any Tenant's Improvements and all Tenant's Property.
ARTICLE 19 - DEFAULT
Section 19.1 Event of Default
------------ ----------------
Each of the following shall be an Event of Default under this Lease:
(a) If Tenant does not pay the Base Rent or additional rent within
five (5) days of the date when due.
(b) If Tenant fails to perform any of the other terms of this Lease,
and such failure shall continue for fifteen (15) days following notice of such
failure or, in the case of a default which cannot with due diligence be cured
within a period of fifteen (15) days and the continuance of which for
- 18 -
the period required for cure will not subject Landlord or any Superior
Lessor to prosecution for a crime or termination of any Superior Lease or
foreclosure of any Superior Mortgage, if Tenant shall not (i) within said 15-day
period advise Landlord of Tenant's intention to take all steps necessary to
remedy such default, (ii) duly commence within said 15-day period, and
thereafter diligently prosecute to completion all steps necessary to remedy the
default, and (iii) complete such remedy within a reasonable time after the date
of the said notice to Landlord.
(c) If Tenant abandons the Premises or leaves the Premises vacant for
a period of ten (10) days, notwithstanding that Tenant continues to pay Base
Rent or additional rent.
(d) If Tenant shall commit an act of bankruptcy, receivership,
insolvency, reorganization, dissolution, or liquidation or if other similar
proceedings shall be instituted by Tenant under the federal Bankruptcy Code or
other law of the United States or other jurisdiction; or if any act of
bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation
or other similar proceedings shall be instituted against Tenant under the
federal Bankruptcy Code or other similar law of the United States or any other
jurisdiction or there is a material adverse change in Tenant's financial
condition.
Notwithstanding the provisions of subparagraph (a) above, upon Tenant's
failure to pay Base Rent or additional rent when due, Landlord shall give notice
to Tenant thereof, and there shall be no Event of Default until Tenant has
failed to pay Base Rent and additional rent within five (5) days of such notice,
but such notice shall not be required more than three (3) times per calendar
year. Any further failure to pay Base Rent or additional rent when due within
such calendar year subsequent to Landlord's having given three (3) such notices
shall constitute an Event of Default without notice or grace period of any kind.
Section 19.2 Landlord's Remedies for Event of Default
------------ ----------------------------------------
Following an Event of a Default by Tenant, Landlord shall be entitled to
take such action as it deems advisable, including any one or more of the
following:
(a) Landlord may proceed, at law or in equity, to enforce the
provisions of this Lease.
(b) Landlord may reenter the Premises, with or without termination of
this Lease and may repossess the Premises. The re-entry and/or repossession may
be effected by summary proceedings, ejectment, or otherwise. Landlord may
dispossess Tenant and may remove Tenant from the Premises without notice.
Tenant waives any right to re-enter the Premises or to the service of any notice
of Landlord's intention to re-enter the Premises as may be provided for by any
present or future law. No such re-entry or taking possession of the Premises by
Landlord shall be construed as an election to terminate this Lease unless a
written notice of termination is given to Tenant. Notwithstanding any re-entry
without termination, Landlord may at any time elect to terminate this Lease.
(c) Landlord may notify Tenant that this Lease shall terminate on a
specified date, and this Lease, including Tenant's rights hereunder, shall
terminate on the date so specified. Should Landlord so terminate this Lease,
Landlord may, in addition to any other remedies, recover from Tenant all damages
incurred by reason of Tenant's breach, including the cost of recovering the
Premises,
- 19 -
attorneys' fees, and the amount of Base Rent, and additional rent reserved in
this Lease for the remainder of the Term over the then reasonable rental value
of the Premises for the remainder of the Term, which sum shall be immediately
due and payable from Tenant to Landlord.
(d) Landlord may, without termination of this Lease, relet the
Premises, in whole or in part, for a term that may be as long as Landlord may
specify. A lease executed by Landlord in accordance with this subsection may
provide for extensions or renewals of the term. The term of any lease and the
period by which the term may be extended may be greater or less than the period
which would have constituted the balance of the Term had Tenant not defaulted.
Landlord shall be under no duty, however, to relet the Premises or to collect
any rent in connection with a reletting.
(e) Should Landlord elect to relet the Premises without termination of
this Lease, such rental or rentals shall be upon such terms and conditions as
Landlord may deem advisable. Upon such reletting, all rentals received by the
Landlord shall be applied first, to the payment of any indebtedness other than
Base Rent or additional rent due hereunder from Tenant to Landlord including the
cost of reletting, brokerage fees, attorney's fees, and the cost of any
alterations and repairs; second, to the payment of Base Rent and additional rent
due and unpaid hereunder; and the remainder, if any, shall be held by Landlord
and applied in payment of future Base Rent and additional rent as the same may
become due and payable. If any rentals received from such reletting during any
month be less than that to be paid during that month by Tenant, Tenant shall pay
any deficiency to Landlord. If such rentals are greater than the Base Rent and
additional rent due under this Lease, Tenant shall have no claim upon the
excess. Any such deficiency shall be calculated and paid monthly. No such
reletting of the Premises by Landlord shall be construed as an election on its
part to terminate this Lease unless a written notice of termination be given to
Tenant. Notwithstanding any reletting without termination, Landlord may at any
time elect to terminate this Lease.
Section 19.3 Notice
------------ ------
Tenant expressly waives any demand for possession of the Premises or any
notice of intention of Landlord to terminate this Lease or to reenter the
Premises, and Tenant expressly waives any other notice or demand prescribed by
the statutes of the State of Connecticut or any other law.
Section 19.4 Interest
------------ --------
All costs incurred by Landlord because of a Event of Default shall bear
interest from the date when the same should have been paid by Tenant until paid
at the rate of fourteen percent (14%) per annum.
Section 19.5 Waiver of Jury Trial
------------ --------------------
Landlord and Tenant waive trial by jury in any action brought in connection
with this Lease.
- 20 -
ARTICLE 20 - LIMITATION OF LIABILITY
Section 20.1 Obligations, Losses and Damages
------------ -------------------------------
Landlord shall have no liability to Tenant for its failure to carry out its
obligations under this Lease where the failure arises by causes beyond
Landlord's control, including Acts of God, emergencies, strikes, labor
difficulties, accidents, civil commotion, fire, catastrophe, war, governmental
requirements, or the actions of Tenant or any other tenant of the Building. In
any such event Landlord shall have additional time at least equal to the period
of delay arising from any such cause to remedy such failure.
Notwithstanding the foregoing, in the event said inability to furnish
services or utilities shall render the Retail Space or any part thereof (but not
the remainder of the Building) untenantable for a period of five (5) consecutive
business days after Tenant has given Landlord written notice of such
untenantability, and if such untenantability continues after the end of said
five (5) business day period, then, provided that Tenant shall not have
continued to use that portion of the Retail Space which is untenantable for the
active conduct of its business during said period, the Base Rent and Additional
Rent payable hereunder with respect to that portion of the Retail Space which is
untenantable shall be abated for the period commencing on the sixth (6th)
consecutive business day of such untenantability and shall continue only until
the date the services or utilities are restored, regardless of any delay by
Tenant in resuming the operation of its business. Further, in the event said
inability to furnish services or utilities shall render the entire Building
untenantable (including, the Retail Space) for a period of ten (10) consecutive
business days after Tenant has given Landlord written notice of such
untenantability, and if such untenantability continues after the end of said ten
(10) business day period, then, provided that Tenant shall not have continued to
use the Retail Space for the active conduct of its business during said period,
the Base Rent and Additional Rent payable hereunder with respect to the Retail
Space shall be abated for the period commencing on the eleventh (11th)
consecutive business day of such untenantability and shall continue only until
the date the services or utilities are restored, regardless of any delay by
Tenant in resuming the operation of its business. In the event said inability
to furnish services or utilities shall continue for 12 continuous months, Tenant
may terminate this Lease at any time during which said inability shall continue
after said twelve (12) consecutive month period, upon thirty (30) days prior
written notice to Landlord.
Section 20.2 Repairs
------------ -------
Landlord shall have no liability to Tenant by reason of any inconvenience,
interruption, or injury to business arising from Landlord's making any repairs
or changes to the Property, the Premises, and any fixtures, equipment, or
appurtenances of the Property or the Premises. If Landlord elects to make any
such repairs or changes, Landlord agrees to do so with due diligence.
- 21 -
Section 20.3 Waiver
------------ ------
Tenant waives all claims against Landlord, including claims for
consequential damages, arising out of the failure of Landlord from time to time
to furnish any of the services required to be furnished by Landlord under this
Lease. Landlord shall not be liable to Tenant for damage as a result of the
bursting of pipes, leakage of water, and other similar occurrences. Tenant
waives all claims against Landlord, including claims for consequential damages,
arising out of the failure of Landlord from time to time to give any consent
required under this Lease. Tenant's sole remedy for any act or omission of
Landlord shall be to seek injunctive relief.
ARTICLE 21
NO OTHER WAIVERS OR MODIFICATIONS
The failure of Landlord to (a) exercise any right or remedies, (b) insist
upon the strict performance of any obligation under this Lease, or (c) exercise
any election herein shall not be a waiver of such right or remedy. Such rights,
remedies, and elections shall continue in full force, and Landlord may exercise
them together or in any order Landlord may elect.
ARTICLE 22
CURING TENANT'S DEFAULTS, ADDITIONAL RENT
Section 22.1 Curing Tenant's Defaults
------------ ------------------------
If Tenant defaults in the performance of any of Tenant's obligations under
this Lease, Landlord, without thereby waiving such default, may (but shall not
be obligated to) perform the same for the account and at the expense of Tenant,
without notice in a case of emergency and in any other case only if such default
continues after the expiration of (i) ten (10) days from the date Landlord gives
Tenant notice of intention so to do, or (ii) the applicable grace period
provided in Article 19 or elsewhere in this Lease for the cure of such default,
whichever occurs later.
Section 22.2 Additional Rent
------------ ---------------
Any expenses incurred by Landlord in the performance by Landlord of any
Tenant's obligations under this Lease, in collection of Base Rent or additional
rent, or in enforcing any rights of Landlord against Tenant under this Lease
shall be paid by Tenant, monthly or immediately at Landlord's option, as
additional rent. Such costs may include reasonable attorneys' fees, whether or
not suit is brought, and if suit is brought and an appeal is taken, fees for
such appellate proceedings, and all costs involved in instituting and
prosecuting any summary proceedings or other enforcement action.
ARTICLE 23 - BROKER
Tenant covenants, warrants and represents to Landlord that Tenant has not
dealt with any real estate broker or salesman in the finding, negotiation, or
execution of this Lease other than Xxxxxxx &
- 22 -
Wakefield, and Tenant shall indemnify Landlord against any claims, costs, or
damages arising from any breach of this provision. Landlord agrees to pay any
broker's fee or commission due Xxxxxxx & Xxxxxxxxx under its agreement with
Xxxxxxx & Wakefield.
ARTICLE 24 - NOTICES
All notices or other communications made pursuant to this Lease shall be in
writing and shall be delivered by United States certified mail, return receipt
requested, postage prepaid, or via nationally recognized overnight courier
service, with receipt confirmation required and with delivery charges paid by
sender, addressed as follows:
To Landlord:
-----------
Cambridge One Commercial Plaza, LLC
c/o Cambridge Realty Partners
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
With Copy to Landlord's Attorney:
--------------------------------
Xxxxx, Ford & Paulekas, LLP
Xxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx XxXxxx Xxxxxx
To Tenant:
---------
First National Bank of New England
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Executive Vice President
With Copy to Tenant's Attorney:
------------------------------
Xxxxxxx, Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Such notice shall be deemed to have been duly given upon the delivery,
refusal to accept, or inability to deliver at the addresses given here. Either
party may designate to the other a different address from time to time by giving
notice thereof in accordance with this Section.
- 23 -
ARTICLE 25
ESTOPPEL CERTIFICATE AND PROHIBITION OF RECORDING LEASE
Section 25.1 Estoppel Certificate
------------ --------------------
Tenant shall at any time, and from time to time, upon not less than ten
(10) days prior written notice from Landlord execute, acknowledge, and deliver
to Landlord, to any prospective purchaser or lender, or to any mortgagee a
written certificate of Tenant stating: (a) whether Tenant has accepted the
Premises and indicating the commencement date and termination date of this
Lease; (b) that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications) and has not been assigned; (c) that
there are not, to Tenant's best knowledge, any uncured defaults on the part of
Landlord or Tenant hereunder, or specifying any defaults that may exist; (d)
whether or not there are then existing any defenses against the enforcement by
Landlord of any of the obligations of Tenant under this Lease (and, if so,
specifying same); (e) whether Tenant has received all required contributions
from Landlord on account of Tenant's improvements; (f) the dates, if any, to
which the annual Base Rent and additional rent and other charges under this
Lease have been paid and the amounts of said annual Base Rent and additional
rent, and that no annual Base Rent, additional rent, or security deposit has
been paid in advance of its due date, and (g) any other factual information
known to Tenant concerning this Lease or tenancy that may reasonably be required
by any of such persons. It is intended that any such certificate of Tenant
delivered pursuant to this Section may be relied upon by such persons. Tenant's
failure to deliver such Certificate within said ten (10) day period shall be
conclusive upon Tenant that this Lease is in full force and effect and
unmodified and that there are no uncured defaults in Landlord's performance
hereunder.
Section 25.2 Lease Not to be Recorded
------------ ------------------------
In no event shall this Lease be recorded. If the Tenant records this
Lease, Landlord shall have the option of terminating the Lease on notice to
Tenant, in which event Landlord may hold Tenant liable for all sums due
hereunder. In such event, Tenant grants Landlord a power of attorney, coupled
with an interest, to execute and record a notice clearing title of the existence
of this Lease. At the request of either party, Landlord and Tenant shall
promptly execute, acknowledge and deliver a memorandum with respect to this
Lease sufficient for recording in accordance with the statutes of the State of
Connecticut.
Section 25.3 Lease Payment Address
------------ ---------------------
Tenant agrees that upon Tenant's receipt of a tenant payment direction
letter, all Lease payments are to be delivered directly to Landlord's then
current mortgage lender at the address specified in the tenant payment direction
letter.
- 24 -
ARTICLE 26 - REPRESENTATIONS AND AGREEMENTS
Tenant expressly acknowledges that Landlord has not made and is not making,
and Tenant is not relying upon, any warranties, representations, promises, or
statements, except to the extent that the same are expressly set forth in this
Lease (including its Exhibits).
ARTICLE 27
TRANSFER OF LANDLORD'S INTEREST AND LIMITATION OF LIABILITY
Section 27.1 Transfer of Landlord's Interest
------------ -------------------------------
This Lease shall be binding upon Tenant and its successors and assigns
(but this provision shall not permit assignment of Tenant's interest except as
expressly provided herein). The obligations of Landlord hereunder shall be
binding upon Landlord only during the period Landlord has an interest in the
Property. Thereafter this Lease shall be binding only upon the transferee of
said interest in the Property. Any transferee or assignee of the interest of
Landlord, or any successor thereto, shall be liable for the obligations of
Landlord under this Lease only during the period it has an interest in the
Property.
Section 27.2 Limitation of Liability
------------ -----------------------
Tenant shall look only to Landlord's interest in the Property for the
satisfaction of any of Tenant's rights or remedies hereunder, and no other
property or assets of Landlord shall be subject to levy, execution, or other
enforcement procedure for the satisfaction of Tenant's rights or remedies under
this Lease, the relationship of Landlord and Tenant, or Tenant's use or
occupancy of the Premises.
ARTICLE 28 - TENANT'S DISCHARGE OF MECHANIC'S LIENS
Section 28.1 Prevention of Liens
------------ -------------------
Tenant shall pay all debts incurred, and shall satisfy all liens of
contractors, subcontractors, mechanics, laborers, and materialmen in respect to
construction, alteration, and repair in and on the Premises. Tenant hereby
indemnifies Landlord against all costs and charges, including legal fees in any
"lawsuit" involving any liens, judgments, or encumbrances caused or suffered by
Tenant with respect to the Premises. Tenant shall have no authority to create
any liens for labor or material on or against Landlord's interest in the
Property, and all persons contracting with Tenant for work shall be notified by
Tenant that they must look only to Tenant and Tenant's interest under this Lease
to secure the payment of any xxxx or account for work done or material
furnished.
Section 28.2 Discharge of Liens
------------ ------------------
If any mechanic's, laborer's, or materialmen's lien shall at any time be
filed against the Property by reason of any act or omission of Tenant, Tenant,
within sixty (60) days after notice of the filing
- 25 -
thereof, shall cause the same to be discharged by payment, deposit, bond, or
order of a court of competent jurisdiction. If Tenant shall fail to discharge
the same, Tenant shall be in immediate default of this Lease, and Landlord may
discharge the lien either by paying the amount claimed due or by procuring the
discharge of such lien by deposit or by bonding proceedings. Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of an action for the
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest, costs, and allowances. Any amount paid by
Landlord and all costs and expenses incurred by Landlord in connection
therewith, together with interest thereon from the date incurred at the rate of
fifteen percent (15%) per annum, shall constitute additional rent payable by
Tenant under this Lease and shall be paid by Tenant to Landlord on demand.
ARTICLE 29 - INTENTIONALLY DELETED
ARTICLE 30 - MISCELLANEOUS
Section 30.1 Definitions
------------ -----------
The various terms which are defined in other Articles of this Lease or are
defined in Exhibits annexed hereto shall have the meanings specified for all
purposes of this Lease and all supplemental agreements, unless the context shall
otherwise require.
The term "including" as used in this Lease means "including but not limited
to". The term "includes" means "includes but not limited to". The term "any"
means "any and all". Singular terms include the plural and plural terms include
the singular.
Section 30.2 Article Headings
------------ ----------------
The Article headings in this Lease are inserted only as a matter of
convenience in reference and are not to be given any effect in construing this
Lease.
Section 30.3 Ejusdem Generis
------------ ---------------
The rule of "ejusdem generis" shall not be applicable to limit a general
statement followed by or referable to an enumeration of specific matters to
matters similar to the matters specifically mentioned.
Section 30.4 Entire Agreement
------------ ----------------
This Lease together with all Exhibits and Riders, if any, sets forth the
entire agreement between the Landlord and Tenant concerning the Premises. There
are no Agreements between the Landlord and Tenant regarding the Premises except
as contained in this Lease, its Exhibits, and Riders and in a letter agreement
dated June 20, 1997, with respect to design of an "ATM machine". No amendment
or modification of this Lease shall be effective unless it is signed by the
party against whom enforcement of such change is sought.
- 26 -
Section 30.5 Governing Law
------------ -------------
This Lease shall be governed by and construed in accordance with the laws
of the State of Connecticut.
Section 30.6 Severability
------------ ------------
If any provision of this Lease is invalid or unenforceable, the remainder
of this Lease shall not be affected by the invalid or unenforceable provision
and shall be enforceable.
Section 30.7 Submission of Lease
------------ -------------------
This Lease is submitted to Tenant solely for Tenant's consideration and
does not constitute an option for leasing the Premises. It shall have no
binding force or effect unless and until Landlord has executed this Lease and
delivered a fully executed copy to Tenant.
ARTICLE 31 - INTENTIONALLY OMITTED
ARTICLE 32 - HAZARDOUS SUBSTANCES
Section 32.1 Hazardous Waste
------------ ---------------
Tenant shall not cause or permit any hazardous material (as hereinafter
defined) other than office or cleaning supplies handled as required by law to be
used, stored, transported, released, handled, produced or installed in, on or
from the Premises. "HAZARDOUS MATERIAL" as used herein shall mean any
flammable, explosive, or radioactive material, hazardous waste, hazardous or
toxic substances or related materials, asbestos or any material containing
asbestos, or any other substance or material so defined in any federal, state,
or local environmental law, ordinance, rule, or regulation, including, without
limitation, the Comprehensive Environmental Response Compensation and Liability
Act of 1980, as amended, the Hazardous Material Transportation Act, as amended,
the Resource Conservation and Transportation Act, as amended, the Resource
Conservation and Recovery Act, as amended, and the regulations adopted
promulgated pursuant to each of the foregoing. In the event of a breach of the
provisions of this Section, Landlord shall have the right, in addition to all
other rights and remedies of Landlord under this Lease or at law, to require
Tenant to remove such Hazardous Material from the Premises in the manner
prescribed for such removal by law and requirements of any public authorities.
The provisions of this Section shall survive the expiration or any other
termination of this Lease.
- 27 -
ARTICLE 33 - PARKING
Section 33.1 Parking
------------ -------
Landlord shall provide to Tenant during the Term five (5) parking spaces in
the Building. At any time during the Term, however, Landlord may terminate
Tenant's right to use one of such five parking spaces in the Building provided
Landlord makes available to Tenant a surface parking space on the Property
behind the Building at the same charge per month as for the spaces in the
Building. Landlord shall provide, or cause to be provided, to Tenant during the
Term up to eighteen (18) unreserved automobile parking spaces in the MAT Parking
Garage, Church Street, Hartford, Connecticut, as the same become available
following the request Tenant therefor. If Tenant releases, or does not pay for,
any parking space, Landlord may assign such space to a third party, and when
Tenant next requests an additional parking space, Landlord shall provide it as
it becomes available, up to the maximum required hereunder. Tenant shall pay to
Landlord, as of the first day of each month, in advance, the parking charge for
such spaces at the rate then being charged in each such garage, which is
currently $175.00 per space per month for spaces in the Building and $160.00 per
space per month in the MAT Parking Garage, in each case plus tax due thereon.
Additional parking spaces in the MAT Parking Garage may be available to Tenant
at similar cost. Tenant shall notify Landlord in the event Tenant wishes to
obtain such additional parking spaces, and upon receipt of such inquiry,
Landlord shall inquire as to the availability thereof. The parking spaces in the
MAT Garage shall be made available to Tenant on Business Days from 7:00 a.m. to
6:00 p.m. Monday through Friday and 7:00 a.m. to 1:00 p.m. on Saturday
(hereinafter "GARAGE HOURS"), or for such longer hours as may be permitted by
the operator of the MAT Garage. In the event that Tenant and its employees,
invitees, and guests shall occupy such spaces after Garage Hours of the MAT
Garage, the users of said spaces shall pay the customary charges for said spaces
for their use after Garage Hours until such spaces are vacated.
ARTICLE 34
RIGHT OF EXTENSION
Section 34.1 First Right to Extend. Provided that an Event of Default
------------ ---------------------
does not exist at the time the option described in this Section may be
exercised, Landlord grants Tenant the option to extend this Lease with respect
to the entire Premises for one (1) period of sixty (60) months (the "FIRST
EXTENSION PERIOD") subject to each and all of the following terms and conditions
(the "FIRST EXTENSION OPTION"):
(a) The First Extension Option may not be exercised or assigned,
voluntarily or involuntarily, by or to any person or entity other than the
tenant named in this Lease, and any permitted assignee approved by Landlord
pursuant to Article 8 hereof.
(b) The annual Base Rent for the First Extension Period shall be equal
to the lesser of: (i) $19.50 per rentable square foot (except that the Base
Rent for the Storage Space shall be $12.00 per rentable square foot), or (ii)
95% of the then prevailing fair market rental rate (such prevailing fair market
rental rate, the "MARKET RENT") for Tenant's space; during the First Extension
Period, additional rent shall continue to be payable in the amount and manner as
provided in the Lease with the same base year as established in Article 4, and
all of the terms, conditions and covenants of this Lease shall apply.
- 28 -
(c) Tenant shall have delivered to Landlord written notice (the "FIRST
EXTENSION NOTICE") of the exercise of the First Extension Option not later than
six (6) months prior to the expiration of the current term of this Lease, time
being of the essence. If a First Extension Notice is not so delivered, Tenant's
First Extension Option shall automatically expire.
(d) Tenant's right to exercise the First Extension Option shall be
suspended at the election of Landlord during any period in which Tenant is in
default of its obligations under this Lease, but the period of time within which
the First Extension Option may be exercised shall not be extended.
Notwithstanding Tenant's due and timely exercise of the First Extension Option,
if, after such exercise and prior to the effective date of the First Extension
Option an Event of Default occurs under this Lease that is not cured within the
applicable grace period, if any, the First Extension Option shall terminate and
be of no force or effect, at the election of Landlord.
Section 34.2 Second Right to Extend. Provided that Tenant has
------------ ----------------------
exercised the First Extension Option and that an Event of Default does not exist
at the time the option described in this Section may be exercised, Landlord
grants Tenant the option to extend this Lease with respect to the entire
Premises for one (1) additional period of sixty (60) months (the "SECOND
EXTENSION PERIOD") subject to each and all of the following terms and conditions
(the "SECOND EXTENSION OPTION"):
(a) The Second Extension Option may not be exercised or assigned,
voluntarily or involuntarily, by or to any person or entity other than the
tenant named in this Lease, and any permitted assignee approved by Landlord
pursuant to Article 8 hereof.
(b) The annual Base Rent for the Second Extension Period shall be
equal to 95% of the then prevailing Market Rent for Tenant's space; during the
Second Extension Period, additional rent shall continue to be payable in the
amount and manner as provided in the Lease with the same base year being the
first year of such Second Extension Period, and all of the terms, conditions and
covenants of this Lease shall apply.
(c) Tenant shall have delivered to Landlord written notice (the
"SECOND EXTENSION NOTICE") of the exercise of the Second Extension Option not
later than six (6) months prior to the expiration of the First Extension Period,
time being of the essence. If a Second Extension Notice is not so delivered,
Tenant's Second Extension Option shall automatically expire.
(d) Tenant's right to exercise the Second Extension Option shall be
suspended at the election of Landlord during any period in which Tenant is in
default of its obligations under this Lease, but the period of time within which
the Second Extension Option may be exercised shall not be extended.
Notwithstanding Tenant's due and timely exercise of the Second Extension Option,
if, after such exercise and prior to the effective date of the Second Extension
Option an Event of Default occurs under this Lease that is not cured within the
applicable grace period, if any, the Second Extension Option shall terminate and
be of no force or effect, at the election of Landlord.
Section 34.3 Market Rent Notice. If Tenant properly exercises the First
------------ ------------------
Extension Option or the Second Extension Option (either of the foregoing, an
"EXTENSION OPTION"), Landlord shall, if Tenant so requests in writing, provide
Tenant with written notice (the "MARKET RENT NOTICE") of the rate of the Market
Rent, as determined by Landlord for a term equal to the First Extension Period
or the Second Extension Period, as the case may be (either of the foregoing, an
"EXTENSION PERIOD") and the Base Rent
- 29 -
for the Extension Period not less than sixty (60) days prior to the expiration
of the Term. Tenant shall respond in writing to Landlord within twenty (20) days
following Landlord's delivery of its Market Rent Notice (the "TENANT RESPONSE
PERIOD") stating whether Tenant agrees or disagrees with the Base Rent
determined by Landlord. If the parties agree on the Base Rent for the Extension
Period during the Tenant Response Period, they shall execute an amendment to
this Lease within ten (10) days stating the Extension Period, the Base Rent, and
monthly rental and any related terms and conditions.
Section 34.4 Dispute. If the parties are unable to agree on the Base Rent
------------ -------
for an Extension Period within the Tenant Response Period, then the Market Rent
shall be determined by appraisal as set forth below in order to establish the
Market Rent, and Landlord and Tenant agree to be bound by the results of the
appraisal. Notwithstanding the submission of the issue of Market Rent to
appraisal, Base Rent for the next ensuing Lease Year of the Term of this Lease
shall be paid at the Base Rent established by Landlord in its Market Rent Notice
until the appraisal is completed. If, upon completion of the appraisal, it is
determined that Market Rent is less or more than that set by Landlord, then an
adjustment based upon such lower or greater rent shall be made based on the
number of months therefor paid by Tenant but in no event shall rent be lower
than that paid for the prior Lease Year. In no event shall the extension of the
term of this Lease be affected by the determination of the Base Rent, such
exercise of the Extension Option being fixed at the time at which the Extension
Notice is given.
Section 34.5 Appraisal. In the event Landlord and Tenant shall be unable
------------ ---------
to agree on the then Market Rent for the purposes of determining the Base Rent
during the Extension Period, then Market Rent shall be established in the
following appraisal process:
(a) Within five (5) business days following the end of the Tenant
Response Period, each of Tenant and Landlord shall choose a real estate
appraiser who is a member of the American Institute of Appraisers and has at
least five (5) years' full time commercial appraisal experience in Hartford
County.
(b) Within five (5) business days following the selection of the
appraisers in accordance with subsection (a) above, the appraisers selected
shall select a third appraiser who must fulfill the same qualifications as set
forth in subsection (a) above.
(c) Within fifteen (15) business days after their appointment, the
appraisers shall determine the Market Rent for the Premises for the Extension
Period, and shall notify Tenant and Landlord of such determination within three
(3) days thereafter, which determination shall be final and binding upon Tenant
and Landlord. If the appraisers are unable to agree upon the Market Rent, the
Market Rent will be deemed to be the average of the Market Rents proposed by the
appraisers, except that (i) if the lowest proposed fair market rent is less than
90% of the second to lowest proposed Market Rent, the lowest proposed Market
Rent will automatically be deemed to be 90% of the second to lowest proposed
Market Rent and (ii) if the highest proposed Market Rent is greater than 110% of
the second to highest proposed Market Rent, the highest proposed Market Rent
will automatically be deemed to be 110% of the second to highest proposed Market
Rent;
(d) Landlord and Tenant shall each pay one-half (1/2) of the expense
of the appraisers' fees.
- 30 -
For the purpose of determining Market Rent, the parties shall use as a
guideline the average rental rates for comparable office space in the Building,
except that with respect to the Retail Space, the guideline shall be comparable
retail banking space in the Building, over the previous 12-month period, or if
no comparable lease transactions have taken place during the past 12 months, the
guideline shall be the then market rent for similar space available in similar
buildings in Hartford's central business district.
Section 34.6 Amendment. Within ten (10) days following the establishment
------------ ---------
of the Market Rent and the resulting Base Rent with respect to an Extension
Period pursuant to the appraisal procedure set forth above, Landlord and Tenant
shall execute an amendment to this Lease confirming the Base Rent payable with
respect to the Extension Period. Each such amendment shall set forth the
Extension Period, the applicable Base Rent, and the monthly rental and any
related terms and conditions.
ARTICLE 35
TENANT'S SIGNS
Section 35.1 Ground Floor. Landlord does hereby agree that, subject to
------------ ------------
Landlord's right to relocate, redesign, and replace signs under Section 35.2
hereof, Tenant may maintain, repair, and, with Landlord's approval (which
approval will not be unreasonably withheld), replace (a) the existing sign
identifying Tenant's Premises in the lobby of the Building, located on the
elevator wall abutting the main entrance to the Retail Space, and (b) the
existing illuminated exterior sign on the Church Street side of the Building.
Section 35.2 Lobby Renovation. Tenant acknowledges that it has been
------------ ----------------
informed that the lobby of the Building is to be renovated. Tenant agrees
that, as part of such renovation, Landlord may require relocation, redesign, and
replacement of any sign that Tenant maintains in the lobby of the Building so
long as the benefits enjoyed by Tenant with respect to such signs are not
materially affected. Landlord and Tenant shall cooperate in planning and
executing any such replacement. Landlord shall obtain all governmental permits,
approvals, and consents as may be required for such replacement. All work in
connection with such signs shall be subject to, and performed in accordance
with, the provisions of Article 6 of this Lease. Landlord shall reimburse
Tenant for the reasonable cost of any such replacement, to be agreed upon before
the sign is replaced.
ARTICLE 36
EXCLUSIVE USE
-------------
Section 36.1 Retail Bank Branch
------------ ------------------
Provided Tenant shall not be in default of this Lease beyond any applicable
grace period for the cure thereof, and provided further that the restriction
hereafter set forth or other similar restrictions in other similar commercial
leasing situations are not held to be in violation of so-called antitrust laws
(whether federal, state or local), Landlord does hereby agree that it shall not
lease space in the main lobby area at the main entry level of the Building to
any person or entity other then Tenant, for the purpose of operating an
automated bank teller machine ("ATM"), during the term of this Lease, provided
that in the event the area surrounding such ATM in the lobby area of the
Building shall become congested and overcrowded so as to interfere with the
orderly flow of traffic through such lobby area as
- 31 -
Landlord shall determine in its reasonable discretion, Tenant agrees that it
shall fully cooperate with Landlord to alleviate such congestion and
overcrowding through measures mutually acceptable to Landlord and Tenant,
including, but not limited to, restricting the people in line for the ATM to a
designated area as mutually agreed upon between Landlord and Tenant, and
restricting the number of people in line to a level as mutually agreed upon by
Landlord and Tenant. Tenant shall, at its cost and expense, take such actions as
are necessary or reasonably required to carry out such crowd-control measures,
and Tenant shall make available its personnel to assist in crowd-control
procedures. Tenant does hereby acknowledge that this Article 36 has been
included in this Lease at the request of Tenant, and Tenant does hereby agree to
save, defend, indemnify and hold Landlord harmless from and against any and all
claims, demands, damages (including treble damages and special and consequential
damages), actions (civil or criminal), causes of action, costs and expenses,
including attorneys' fees, of any nature whatsoever, arising out of or in
connection with the restriction set forth above. Further, Tenant does hereby
agree that in the event of the breach or threatened breach of the foregoing
restriction by Landlord, Tenant's sole and exclusive remedy shall be to seek an
injunction against Landlord; Tenant shall not be entitled to terminate this
Lease, nor shall Tenant be entitled to any rent abatement whatsoever, in the
event of the breach or threatened breach of the provisions of this Article 36 by
Landlord. Nothing herein shall be construed as prohibiting Landlord from leasing
space to any other person or entity on any other floors, or in any other areas,
of the Building, except the main lobby area at the main entry level, for the
purpose of operating an ATM or for the purpose of conducting any other banking
business.
Section 36.2 Other Uses
------------ ----------
Tenant acknowledges that there is currently no violation of Section 36.1
and that use of any space on the first floor of the Building for the rendering
and/or sale of insurance and/or financial services and/or services and/or
products incidental thereto, as permitted by Landlord's Lease with Connecticut
General Life Insurance Company, will not constitute a violation of Section 36.1.
Landlord agrees not to lease space on the ground floor of the Building to any
new tenant that is a financial institution originating loans and accepting
deposits.
ARTICLE 37
QUIET ENJOYMENT
---------------
So long as Tenant pays all of the Base Rent and Additional Rent and
performs all of Tenant's other obligations hereunder, Tenant shall peaceably and
quietly have, hold and enjoy the Premises without hindrance, ejection or
molestation by Landlord or any person lawfully claiming through or under
Landlord, subject, nevertheless, to the provisions of this Lease and to Superior
Leases and Superior Mortgages. This covenant shall be construed as a covenant
running with the land, and is not, nor shall it be construed as, a personal
covenant of Landlord, except to the extent of Landlord's interest in this Lease
and only so long as such interest shall continue, and thereafter this covenant
shall be binding only upon subsequent successors in interest of Landlord's
interest in this Lease, to the extent of their respective interests, as and when
they shall acquire the same, and so long as they shall retain such interest.
- 32 -
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease for
the purpose herein expressed on the days set forth below.
Witnessed by: LANDLORD:
CAMBRIDGE ONE COMMERCIAL PLAZA, LLC
_______________________ By: One Commercial Management, LLC
Its Managing Member
_______________________ By: Levstone Commercial Management Corp.
Its Manager
By:___________________________________
Its
TENANT:
_______________________ FIRST NATIONAL BANK OF NEW ENGLAND
_______________________ By:_______________________________________________
Its
STATE OF CONNECTICUT )
) ss. Hartford
COUNTY OF HARTFORD )
On this the _____ day of July, 1997, before me, _________________, the
undersigned officer, personally appeared __________________________________,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged himself to be _________________ of
Levstone Commercial Management Corp., the Manager of Cambridge One Commercial
Plaza, LLC, a limited liability company, and that he, as such
___________________, being authorized so to do, executed the foregoing
instrument as the free act and deed of the company for the purposes contained
therein by signing the name of the company by himself as such __________________
of the manager.
In witness whereof, I hereunto set my hand.
_____________________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
- 33 -
STATE OF CONNECTICUT )
) ss. Hartford
COUNTY OF HARTFORD )
On this the _____ day of July, 1997, before me, _________________, the
undersigned officer, personally appeared _____________________________________,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged himself/herself to be the
____________________ of First National Bank of New England, a national banking
association, and that he/she, as such officer, being authorized so to do,
executed the foregoing instrument as the free act and deed of the association
for the purposes contained therein by signing the name of the association by
himself/herself as such officer.
In witness whereof, I hereunto set my hand.
_____________________________________________
Commissioner of the Superior Court
Notary Public
[Affix Notarial Seal] My Commission Expires:
- 34 -
EXHIBIT A
---------
LEGAL DESCRIPTION
THE PROPERTY
EXHIBIT B
---------
THE PREMISES
Retail Space Exhibit B-1
Fourth Floor Space Exhibit B-2
Original Twelfth Floor Space Exhibit B-3
Expansion Space A Exhibit B-4
Expansion Space B Exhibit B-5
Storage Space Exhibit B-6
EXHIBIT C
---------
RULES
1. Tenant will refer all contractors, contractor's representatives and
installation technicians rendering any service for Tenant that affects the
physical condition of the Building to Landlord for Landlord's approval before
performance of any such contractual services. This shall apply to all work
performed in the Building including, installation of telephones, telegraph
equipment, electrical services and attachments, and installations of any and
every nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment or any other physical portion of the Building. None of this work will
be done by Tenant without Landlord's prior written approval.
2. The work of the cleaning personnel shall not be hindered by Tenant
after 5:30 p.m., and such work may be done at any time during non-Business Hours
when the offices are vacant. The windows, doors and fixtures may be cleaned at
any time. Tenant shall provide adequate waste and rubbish receptacles,
cabinets, bookcases, map cases, etc. necessary to prevent unreasonable hardship
to Landlord in discharging its obligation regarding cleaning service.
3. Movement in and out of the Building of furniture or office equipment,
or dispatch or receipt by Tenant of any merchandise or material which requires
the use of elevators or stairways, or movement through the building entrances or
lobby, shall be restricted to the hours reasonably designated by Landlord from
time to time. All such movement shall be as approved by Landlord in a
prearranged manner to be agreed upon between Tenant and Landlord. Such
prearrangement, shall include the time, method, and routing of movement. Tenant
expressly assumes all risk or damage to any and all articles moved, as well as
injury to any person or persons and equipment, property and personnel of
Landlord. Tenant shall have the non-exclusive right to use the freight elevator
at reasonable times established by the building manager after notice to the
building manager.
4. No sign or signs will be allowed in any form on the exterior of the
Building or on any window or windows inside or outside of the Building. No sign
or signs, except in uniform location and uniform style, fixed by Landlord, will
be permitted in the public corridors or on corridor doors or entrance to
Tenant's space. All signs shall be constructed by Landlord at the rate fixed by
Landlord from time to time. Tenant will be billed and pay for such service upon
demand. Prior written consent from Landlord for any such sign or signs of
Tenant is required. This paragraph 4 is subject to Article 35 of the Lease.
5. Tenant shall not place, install or operate in the Premises or in any
part of the Building, any engine, stove or machinery. Tenant shall not conduct
mechanical operations, xxxx or place or use in or about the Premises any
explosives, gasoline, kerosene, oil, acids, caustics, or any other flammable,
explosive, or hazardous material without the prior written consent of Landlord.
Use of a microwave oven for Tenant's employees is not prohibited by this rule.
6. Landlord will not be responsible for any lost or stolen property,
equipment, money or jewelry from the Premises or public rooms regardless of
whether such loss occurs when the item is locked against entry or not.
7. No birds, animals, bicycles or vehicles shall be brought into or kept
in or about the Building except where required to comply with State and Federal
regulations.
8. No additional locks shall be placed upon any doors of the Premises.
Tenant shall provide a key to the Premises to Landlord. Each Tenant shall
surrender all keys to the office on the Expiration Date. Landlord may permit
entrance to Tenant's offices by use of pass keys controlled by Landlord or
employees, contractors, or service personnel, supervised or employed by
Landlord. Landlord shall not have access to Tenant's vault or the secured area
associated with operation of Tenant's ATM Machine, except with Tenant's consent
and in the presence of a representative of Tenant.
9. None of the entries, passages, doors, elevators, elevator doors,
hallways, or stairways shall be blocked or obstructed, or any rubbish, litter,
trash or material of any nature placed, emptied or thrown into these areas, nor
shall such areas be used at any time except for access or egress by Tenant,
Tenant's agents, employees or invitees. Nothing shall be placed on the outside
of the Building, or the windows, exterior window-xxxxx or projections.
10. Landlord shall have the right to determine and prescribe the weight
and proper position of any unusually heavy furniture including safes, large
files, etc., that are to be placed in the Building. Only those which in the
reasonable opinion of Landlord would not do damage to the floors, structure
and/or elevators may be moved into the Building.
11. No portion of Tenant's area or any other part of the Building shall at
any time be used or occupied as sleeping or lodging quarters.
12. The sashes, sash doors, windows, glass doors and any lights or sky
lights that reflect or admit light into the halls or other places of the
Building, shall not be covered or obstructed by Tenant nor shall anything be
placed upon or hung from the window-xxxxx. The water and wash closets and
urinals shall not be used for any other purpose than the purpose for which they
were respectively constructed, and the expense of any breakage, stoppage or
damage resulting from a violation of this rule shall be borne by the Tenant
whose clerks, agents, servants or licensees shall have caused it. Except for
wall decoration and pictures, Tenant shall xxxx, paint, drill into or in any way
deface the walls, ceilings, partitions, floors, wood, stone or iron work, or
make or permit any improper noises in the Building.
13. No Tenant shall employ any person or persons, other than the cleaning
personnel of the Landlord for the purpose of cleaning the Premises. Tenant
shall close the windows and lock the doors before leaving the Building each day.
14. No window shades, blinds or drapes will be placed on any of the
windows except with the prior written approval of the Landlord. No awnings will
be allowed on any of the windows.
15. The Landlord shall have the right to prohibit any advertising by any
Tenant, which, in its opinion, tends to impair the reputation of the Building or
its desirability as a building for offices for financial, insurance and other
institutions and businesses of like nature, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.
- 2 -
16. Access may be had by the Tenant to the halls, corridors, elevators and
stairways, in the Building, and to the offices leased by them at any time or
times during business hours on business days. During other hours access to the
Building may be refused unless the person seeking admission is known to the
watchman in charge, or has a pass or is properly identified. The Landlord shall
in no case be liable in damages for the admission or exclusion of any person
from the Building. In case of invasion, mob riot, public excitement or other
commotion, the Landlord reserves the right to prevent access to the Building
during the continuance of same by closing the doors or otherwise for the safety
of the tenants and protection of property in the Building.
Landlord desires to maintain high standards of environment comfort and
convenience for its tenants. It will be appreciated if any undesirable
conditions or lack of courtesy or attention by its employees is reported
directly to Landlord.
- 3 -
EXHIBIT D
---------
WORK LETTER AGREEMENT
This Work Letter Agreement (the "WORK LETTER") is entered into by CAMBRIDGE
ONE COMMERCIAL PLAZA, LLC, a Connecticut limited liability company with a place
of business in care of Cambridge Realty Partners, 000 Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter referred to as "Landlord"), and FIRST NATIONAL
BANK OF NEW ENGLAND, a national banking association with a place of business at
Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as
"Tenant") in connection with a certain Lease Agreement dated as of June ___ ,
1997, with respect to space at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxxx (the
"LEASE").
Landlord and Tenant agree as follows:
1. Plans. All design and architectural services and mechanical plans
-----
required for work in the Premises shall be prepared by Tenant at Tenant's sole
cost and expense and shall be subject to Landlord's prior review and approval,
which approval shall not be unreasonably withheld or delayed. Tenant
acknowledges that approvals withheld or delayed because of action or inaction of
any mortgagee are reasonably withheld or delayed.
2. Tenant's Work. Tenant accepts the Premises other than Expansion
-------------
Space A and Expansion Space B "as is" on the date hereof and shall accept
possession of Expansion Space A and Expansion Space B in similar condition.
2.01 Tenant shall, within 60 days after signing this Lease or adding
space to the Premises, as the case may be, submit to Landlord for Landlord's
review and approval final and complete dimensional and detailed plans and
drawings of partition layouts, including openings, ceiling and lighting layouts,
colors, and any and all other information as may be necessary to complete the
Premises, with a completion schedule for the same (all such plans are
hereinafter referred to as "TENANT'S PLANS"), which Tenant's Plans shall be
prepared at Tenant's sole cost and expense. Tenant shall provide to Landlord
and any Superior Mortgagee, as defined in the Lease, a certificate that the work
contemplated by Tenant's Plans complies with all laws, permits, and governmental
approvals.
2.02 Following Landlord's approval of Tenant's Plans, Tenant shall
proceed to improve and equip the Premises in accordance with Tenant's Plans
("TENANT'S WORK").
2.03 As a contribution toward the cost of improving and equipping the
Premises in accordance with Tenant's Plans, Landlord agrees, subject to the
conditions set forth in this Section 2.03, to pay Tenant, at the time and in the
manner hereinafter specified, an amount equal to the lesser the amount of the
total actual costs incurred by Tenant for the labor and materials furnished or
supplied by or on behalf of Tenant in completing Tenant's Work as shown on the
final version of Tenant's Plans or the following:
For the Twelfth Floor Space $125,698.50 ($13.50 per rentable square foot)
For Expansion Space A $ 86,715.00 ($9.00 per rentable square foot)
For Expansion Space B $ 50,584.00 ($8.00 per rentable square foot)
If Tenant does not use all of the amount specified for a given space, Tenant may
use the balance remaining for leased space subsequently added to the Premises,
but Landlord shall have no obligation under any circumstances to pay more than a
total of $262,997.50 for improving or equipping the Premises. Landlord's
obligation to pay such amount for a given space is subject to the requirement
that each of the following conditions, circumstances, or events shall first
exist or occur (as the case may be) with respect to the Premises including such
space:
(i) Tenant shall have completed, or caused the completion of, all
of Tenant's Work;
(ii) a certificate of occupancy for the Premises shall have been
issued by the appropriate governmental official and a copy
thereof shall be delivered to Landlord by Tenant;
(iii) the Lease shall be in full force and effect;
(iv) Tenant shall be occupying the Premises under the Lease,
without default thereunder;
(v) Tenant shall have delivered to Landlord "as built" plans of
the Premises, certified by a registered architect or engineer
to be substantially correct;
(vi) Tenant shall have delivered to Landlord full and complete
lien waivers of all persons or entities having lien rights
with respect to the Premises by reason of all labor and
materials furnished or supplied in connection with Tenant's
Work; and
(vii) Tenant shall have delivered to Landlord and the City of
Hartford, Department of Licenses and Inspections ("L&I"), a
certified statement of actual costs as required by the
Municipal Code of the City of Hartford then in effect,
indicating that Tenant's Work has been duly performed and
completed, setting forth the total actual costs for all labor
and materials furnished or supplied to Tenant in connection
with Tenant's Work, which statement shall be accompanied by
evidence of all expenditures for labor and materials
furnished or supplied to Tenant, including, but not limited
to, receipted bills, cancelled checks, and any other items
Landlord may request, together with a statement from L&I that
it has accepted and approved the statement of actual costs
submitted to it.
To the extent feasible under the terms of Landlord's financing facility,
Landlord shall make reasonable efforts to pay the aforesaid amount to Tenant in
cash promptly, but in no event later than ninety (90) days after Tenant shall
have satisfied all of the above conditions. To the extent not so feasible,
Landlord may issue to Tenant a credit against Base Rent during the two (2)
months of the Lease term which immediately follow the month in which Tenant has
satisfied all of the conditions set forth above, with any balance paid in cash
within such 90-day period.
- 2 -
3. Tenant's Expense. Any materials or work described in the final
----------------
version of Tenant's Plans is included in Tenant's Work. Tenant's Work shall be
performed and completed at Tenant's sole cost and expense, subject only to the
contribution provided for in Section 3.03.
4. Special Work.
------------
(a) If upon receiving the final version of Tenant's Plans or any
changes of final version of Tenant's Plans, it is Landlord's reasonable opinion
that the work called for in Tenant's Plans includes Special Work (as such term
is hereinafter defined), Landlord shall promptly notify Tenant thereof. Tenant
shall revise Tenant's Plans to eliminate the need for such Special Work.
(b) The term "SPECIAL WORK" shall mean (i) work that would require
changes to the Building or (ii) work that would require Landlord to expend funds
to prepare the Premises for the performance of Tenant's Work.
5. Investment Tax Credit. Landlord shall be entitled to any and all
---------------------
investment tax credits available to Section 38 of the Internal Revenue Code or
any law subsequently enacted in lieu thereof, relative to the property of
Landlord in and about the Premises. Tenant does hereby agree that the sums
reimbursed to Tenant by Landlord pursuant to paragraph 3 of this Exhibit C shall
be, and deemed to be, first applied to the reimbursement of Tenant's costs and
expenses incurred in connection with such fixtures, equipment improvements and
appurtenances attached to or built into the Premises as are "SECTION 38
PROPERTY", "NEW SECTION 38 PROPERTY", or "USED SECTION 38 PROPERTY" as those
terms are defined in Section 48 of the Internal Revenue Code, or any law,
ordinance, rule or regulation enacted in concert or in lieu thereof.
6. Use of Landlord's Services and Equipment. In the event Tenant, its
----------------------------------------
servants, agents and independent contractors shall utilize any services of
Landlord's personnel or shall utilize any equipment, machinery or other items
which are the property of Landlord, in connection with Tenant's improvements to,
or alterations of the Premises, Tenant shall pay Landlord for such services or
equipment and machinery use, an amount equal to the market value of such
services of equipment and machinery use.
7. Right of Set-Off. In the event Tenant shall be or become indebted
----------------
to Landlord pursuant to the provisions of this Exhibit C, Landlord may deduct
and set-off the amount of such indebtedness against the sum due Tenant pursuant
to Section 2.03 of this Exhibit C. Any sum due Landlord from Tenant under the
provisions of this Exhibit C in excess of the sum due Tenant from Landlord
pursuant to Section 2.03 of this Exhibit C, shall be deemed additional rent and
shall be due and payable by Tenant with the first monthly installment of Base
Rent due under the Lease.
- 3 -
In witness whereof the parties have executed this Work Letter Agreement
as of _________ ___, 1997.
Witnessed by: LANDLORD:
CAMBRIDGE ONE COMMERCIAL PLAZA, LLC
By: One Commercial Management, LLC
Its Managing Member
__________________________ By: Levstone Commercial Management Corp.
Its Manager
__________________________ By:________________________________
Its
TENANT:
__________________________ FIRST NATIONAL BANK OF NEW ENGLAND
__________________________ By:______________________________________
Its
- 4 -
EXHIBIT E
CLEANING SERVICES TO BE PERFORMED AT THE LANDLORD'S EXPENSE
