Amendment #6 to Lease
Exhibit 10.6
Amendment #6 to Lease
1. Parties.
This Amendment, dated as of November 20, 2008, is between 400 Minuteman LLC (“Landlord”), and
NaviSite, Inc. (“Tenant”).
2. Recitals.
2.1 Landlord’s predecessor in interest, 400 Minuteman Limited Partnership, and Tenant entered
into a lease, dated as of May 14, 1999, for space in the building at 000 Xxxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxxx (as now or hereafter amended or extended, the “Lease”). Unless otherwise defined,
terms in this Amendment have the same meanings as those in the Lease.
2.2 Tenant wishes to install an additional, new Trane chiller unit (the “New Chiller”) and
associated equipment on the Building’s roof. To accomplish this, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties agree and the
Lease is amended as follows as of this date, notwithstanding anything to the contrary:
3. Amendments.
3.1 Definitions.
(a) “Equipment” means the New Chiller and the other equipment and items described in
Exhibit A-6 attached, all associated wiring, pipes, ducts and other equipment and items
now or in the future installed or used in connection with the installation, operation, maintenance
and repair of the New Chiller, and all replacements thereof.
(b) “Installation and Operation” means the Equipment’s installation, operation, maintenance,
repair and replacement.
(c) “Drawings” means the drawings and specifications listed in Exhibit B-6 attached,
and any additional or modified drawings, plans and specifications specifically approved or
required by Landlord in writing.
3.2 Installation; Maintenance.
(a) The Equipment will be installed as soon as reasonably possible in the locations specified
in the Drawings and Exhibit C-6 attached, diligently and in a good and workmanlike manner,
and in accordance with the Drawings, applicable Laws, the Lease (including, without limitation,
this Amendment and Section 13 of the Lease), and Landlord’s scheduling and coordination
requirements, which may take into account, among other things, WSI Corporation’s scheduling and
operating requirements (WSI Corporation is another Building tenant located directly below the New
Chiller).
(b) Tenant understands that WSI Corporation uses its space “24/7” for critical functions,
including national TV broadcasts. Thus, in addition to its other obligations, Tenant will ensure at
its cost that the Installation and Operation do not disrupt or interfere with WSI Corporation’s
operations, whether because of noise, vibration, leaks or otherwise. This may require, for example,
additional weatherproofing and measures to reduce noise or vibration that go beyond typical
installations. Without limiting the generality of Section 3.2(a) in any way, considering the
work scope and the critical nature of the operations of Tenant and WSI Corporation in the
Building: Landlord may control the timing, means and methods of the Installation and Operation (and
may require Tenant to perform some of the work before or after normal business hours); Landlord may
hire X.X. Xxxx and other professionals to review Tenant’s Drawings and inspect and supervise
aspects of the Installation and Operation, and if so Tenant will pay their reasonable out-of-pocket
fees and expenses (not to exceed $5,000 for the initial installation)
within 15 days after
invoices are submitted; and Landlord’s or its professionals’ review, inspections, supervision,
approval, modification or rejection of the Drawings, any means or methods, or any other aspect of
the Installation and Operation, will not be deemed a representation or warranty as to safety,
efficacy, adequacy, effectiveness, compliance or other matters, or a waiver of any of Tenant’s
Liabilities, or subject Landlord or those professionals to any claims from Tenant.
(c) Tenant will be solely responsible at its cost for: the Equipment, the Installation and
Operation and all required permits and approvals; and for providing “as-built” plans within 30 days
after the Equipment is installed. But Landlord reserves the right at Tenant’s cost and risk to
perform any aspects of the Installation and Operation that affect the roof or the Building’s
structure or that tie into the Building’s Systems and Equipment, and Tenant will pay Landlord’s
reasonable out-of-pocket costs incurred within 30 days after invoices are submitted. Tenant will
not remove the Equipment unless it promptly replaces it. All repairs and replacements will be of at
least equivalent quality and specifications. When the Term ends Tenant will leave the Equipment in
place and it will be deemed surrendered to Landlord without additional consideration.
(d) Tenant will take all necessary steps to minimize any potential damage to the roof and the
rest of the Building, but will be solely responsible for, and promptly repair at its cost to
Landlord’s reasonable satisfaction, any damage caused by or arising from or in connection with the
Equipment or the Installation and Operation.
3.3 Liability. As a material inducement to Landlord: Tenant waives all claims against
Landlord and its Affiliates in connection with the Equipment or the Installation and Operation,
regardless of cause or fault (including, without limitation, Liabilities arising from or in
connection with damage, breakage, defect or interruption of service, or Landlord’s gross negligence
or willful misconduct); and Tenant will indemnify Landlord and its Affiliates from all associated
Liabilities (except for Liabilities directly caused by Landlord’s gross negligence or willful
misconduct).
3.4 Miscellaneous. Without limiting the generality of Section 3.2(a), Tenant’s contractors
and subcontractors at all times will carry occurrence-based liability insurance in amounts and on
policy forms reasonably satisfactory to Landlord and all other insurance required by the Lease,
name Landlord and its designees as additional insureds and provide complying certificates of
insurance before beginning work. Tenant agrees that Landlord has fully complied with its Lease
obligations. This Amendment may be executed in counterparts, all of which together will constitute
one agreement.
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IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Amendment #6 as
of the date in Section 1 above.
| NAVISITE, INC. | 400 MINUTEMAN LLC | |||||||||||||||
| By: | /s/ Xxx Xxxxxxx | By: | Minuteman Master LLC, Sole Member | |||||||||||||
|
Title: CFO Authorized Signature |
By: | 150 Minuteman Limited Partnership, Managing Member |
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| By: | Niuna-150 Minuteman, Inc., General Partner |
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| By: | /s/ Xxxxxx Xxxxxx
|
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| Title: | ||||||||||||||||
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