Exhibit 10.9
AMENDMENT NO. 3 TO AGREEMENT OF LEASE
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THIS AMENDMENT NO. 3 TO AGREEMENT OF LEASE is made as of the 31st day of
January, 2000, by and between BRE/RIVERFRONT LLC, a Delaware limited liability
company ("Landlord") and MAINSPRING COMMUNICATIONS, INC., a Delaware corporation
("Tenant").
WITNESSETH:
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WHEREAS, Landlord leases to Tenant certain premises in the building known
as and located at Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Building")
pursuant to the terms of a certain Agreement of Lease, dated as of July 31, 1996
(the "Original Lease"), as amended by that certain Amendment No. 1 to Agreement
of Lease dated September, 1998 ("Amendment No. l") and Amendment No. 2 to
Agreement of Lease dated as of November 30,1998 ("Amendment No. 2") (as amended,
the "Lease"); and
WHEREAS, the parties hereto desire to further amend the Lease as
hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
1. Expansion Space.
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(a) Landlord and Tenant hereby confirm and agree that the Demised
Premises under the Lease currently consist of 19,362 rentable square feet of
space located on the seventh (7/th/) floor of the Building (the "Seventh Floor
Space"). Effective on the later to occur of (a) the date that Landlord delivers
"broom clean" and vacant possession of the Expansion Space (as hereinafter
defined) to Tenant or (b) July 1, 2000 (the later of such dates being the
"Expansion Space Commencement Date"), approximately 12,209 rentable square feet
of space on the seventh (7/th/) floor and the entire rentable area (consisting
of approximately 31,571 square feet) of the sixth (6/th/) floor of the Building,
as shown on the plans attached hereto as Exhibit A and made a part hereof (the
"Expansion Space") shall be added to the Demised Premises for a term commencing
on the Expansion Commencement Date and ending on the Termination Date, as
extended in paragraph 2 hereof (subject to Tenant's right to extend said term as
hereinafter provided in this Amendment) and shall become subject to all of the
terms and conditions of the Lease. Except as described below, if Landlord is
unable to deliver possession of the Expansion Space due to a casualty, the
holding over or retention of possession of any tenant, under tenant or occupants
in the Expansion Space or any other reason beyond the reasonable control of
Landlord, (i) Landlord shall not be subject to any liability for the failure to
give possession on said date or dates, (ii) the validity of the Lease shall not
be impaired under such circumstances, and (iii) Tenant waives any right to
rescind the Lease and further waives the right to recover any damages which may
result from Landlord's failure to deliver possession of the Expansion Space or
portion thereof to Tenant on the Expansion Space Commencement Date. In the event
Landlord is unable to deliver possession of the Expansion Space on or by August
1, 2000 due to the holding over or
retention of possession by any tenant or occupant, Landlord shall promptly
institute and diligently pursue to completion a summary process action against
such tenant or occupant, including, without limitation an action to collect any
rents and holdover rents. In addition, if Landlord has reason to believe that
possession of the Expansion Space will not be delivered in the condition
required hereunder by July 1, 2000, Landlord shall endeavor to give Tenant not
less than fourteen (14) days advance notice (which may be in writing) (i) that
Landlord will not be delivering the Expansion Space on July 1, 2000, and (ii) of
the date on which it expects to deliver the Expansion Space in the condition
required hereunder. In the event that Landlord has not delivered the Expansion
Space in the condition required hereunder by August 1, 2000 due to the holdover
of any existing tenant or occupant of the Expansion Space, Tenant shall receive
a credit of $2,550.52 for each day after August 1, 2000 that Landlord does not
deliver the Expansion Space in the condition required hereunder (the "Rent
Credit"). Landlord represents to Tenant that, in the event the existing tenant
of the Expansion Space, Course Technology, Inc. ("Course"), holds over in the
Expansion Space, Course has agreed to pay Landlord $232,735.75 per month (the
"Holdover Rent"), or one and one-half (1 1/2) times the Yearly Fixed Rent as of
August 1, 2000. Landlord and Tenant agree that the Rent Credit shall not be due
and owing by Landlord unless and until Landlord receives the Holdover Rent due
and payable from Course, and Landlord has applied any amounts collected first to
the Yearly Fixed Rent due and owing to Landlord of $155,157.17 (but not default
interest, late charges and costs of collection). Subject to the foregoing, such
Rent Credit shall be applied commencing on the Expansion Space Commencement
Date. In addition, in the event Landlord has not delivered the Expansion Space
in the condition required hereunder by December 1, 2000, Tenant shall have the
right to terminate this Amendment by delivering written notice to Landlord on or
before December 11, 2000 (but in any case prior to the date that Landlord
delivers the Expansion Space in the condition required hereunder), and upon such
termination, this Amendment No. 3 shall be void and of no further force and
effect.
(b) The Expansion Space is leased to Tenant in its present "AS IS"
condition, subject to reasonable wear, tear and damage caused by the use of, and
move from, the Expansion Space by the current tenant. Landlord covenants that
the heating, ventilating and air conditioning, electrical and plumbing systems
serving the Expansion Space and any and all stairwells to and from the Seventh
Floor Space and the Expansion Space will be in good working order as of the
Expansion Space Commencement Date.
(c) Effective on the Expansion Space Commencement Date, Articles
1.(12) and (16) of the Lease are hereby amended to read in its entirety as
follows:
"(12) Rentable Area of the Demised Premises: 63,142 square feet"
"(16) Termination Date: The last day of the calendar month in which
the date that is five (5) years from the
Expansion Space Commencement Date occurs."
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2. Term. The Term of the Lease and Termination Date (currently November
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30, 2002) with respect to the leasing of the Demised Premises (the Seventh Floor
Space and the Expansion Space) is hereby extended to the last day of the
calendar month in which the date that is five (5) years from the Expansion Space
Commencement Date occurs, or such earlier date upon which said Term may expire
or be terminated pursuant to any of the conditions of limitation or other
provisions of the Lease or pursuant to law.
3. Yearly Fixed Rent. Effective on the Expansion Space Commencement Date,
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Article 1.(18) of the Lease is hereby amended to read in its entirety as follows
to reflect the increase in the Yearly Fixed Rent payable under the Lease
attributable to the addition of the Expansion Space:
"(18) Yearly Fixed Rent: (a) During the Period commencing the
Expansion Space Commencement Date
through August 14, 2001:
At the rate of $2,461,355.43 per annum.
($25.47 per rentable square foot on
7,069 rentable square feet, $36.00 per
annum on 12,293 rentable square feet,
and $42.00 per annum on 43,780 rentable
square feet.)
(b) During the Period commencing August 15,
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2001 through November 30, 2002:
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At the rate of $2,535,792.00 per annum.
($36.00 per rentable square foot on
19,362 rentable square feet and $42.00
per rentable square foot on 43,780
rentable square feet.)
(c) During the Period commencing December
1, 2002 through the Termination Date:
At the rate of $2,651,964.00 per annum.
($42.00 per rentable square foot on
63,142 rentable square feet.)"
Notwithstanding the foregoing, so long as Tenant does not default in the
payment and performance of its obligations under the Lease beyond the expiration
of applicable notice and cure periods, if any, prior to the Expansion Space
Commencement Date, Landlord agrees to
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excuse Tenant's obligation to pay a portion of Yearly Fixed Rent in the amount
of $281,727.95 (which sum represents one and one-half (1 1/2) months of Yearly
Fixed Rent attributable to the Expansion Space and one (1) month of Yearly Fixed
Rent attributable to the Seventh Floor Space) for the period commencing on the
Expansion Space Commencement Date until such amount is fully credited. The
preceding sentence shall not excuse, or other affect, any other obligation of
Tenant under the Lease, including, but not limited to, the liability for any and
all additional rent due and payable under the Lease (including, without
limitation, charges for parking, electricity, real estate taxes and operating
expenses).
4. Tenant's Proportionate Share of Taxes and Operating Expenses.
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(a) Effective as of Expansion Space Commencement Date, Section 6.4 of
the Lease is hereby amended by adding the following subsections (d) and (e)
thereto:
"(d) In addition, Tenant's proportionate share of taxes
pursuant to Section 6.2 with respect to the Expansion Space shall
be 13.41% (43,780 square feet divided by 326,470 square feet) of
the amount of said taxes imposed against the Building and Land
are in excess of those imposed for the fiscal tax year ending
June 30, 2000, prorated with respect to any portion of a fiscal
tax year in which the Term of this Lease ends.
(e) In addition, Tenant's proportionate share of operating
expenses pursuant to Section 6.3 with respect to the Expansion
Space shall be 13.60% (43,780 square feet divided by 321,917
square feet) of the amount of said operating expenses (determined
in accordance with the provisions of Section 6.3) incurred by
Landlord in the operation and maintenance of the Building and the
Land in excess of those incurred by Landlord for the calendar
year 2000, prorated with respect to any portion of a year in
which the Term of this Lease ends."
(b) Effective on December 1, 2002, (i) the provisions of Amendment
Xx. 0, Xxxxxxxxx Xx. 0 and this Amendment No. 3 relating to Sections 6.2, 6.3
and 6.4 shall no longer be effective, so that the provisions of Sections 6.2,
6.3 and 6.4 shall be those set forth in the Original Lease, as hereinafter
amended in this paragraph 4(b), (ii) Section 6.2 (Taxes) of the Lease is hereby
amended to delete the words "June 30, 1997" in the sixth (6th) line of the
paragraph and insert the words "June 30, 2000" in lieu thereof, (iii) Section
6.3 (Operating Expenses) of the Lease is hereby amended to delete the words
"December 31, 1996" in the sixth (6th) line of the paragraph and insert the
words "December 31, 2000" in lieu thereof and (iv) Section 6.4 of the Lease is
hereby amended to read in its entirety as follows:
"6.4 Tenant's Proportionate Share. Tenant's proportionate share of
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taxes pursuant to Section 6.2 and operating expenses pursuant to Section
6.3, respectively, shall be 19.34% (63,142 square feet divided by 326,470
square feet) and 19.61% (63,142 square feet by 321,917 square feet),
respectively."
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5. Landlord's Contribution. Provided that Tenant shall not then be in
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default under the Lease beyond the expiration of applicable notice and cure
periods at the time a request for reimbursement is made, Landlord shall (subject
to, and in accordance with, the provisions of this paragraph) reimburse Tenant
for its expenses incurred in connection with the design and construction of
improvements made in connection with preparing the Demised Premises for Tenant's
occupancy, including, without limitation, architectural, engineering and
permitting fees ("Tenant's Work"). Landlord's reimbursement to Tenant in
connection with Tenant's Work, however, shall in no event exceed, in the
aggregate, $753,510.00 ("Landlord's Base Contribution"). Tenant may by written
notice delivered to Landlord ("Tenant's Contribution Notice") not later than ten
(10) days prior to the Expansion Space Commencement Date elect to increase
Landlord's Contribution by a sum not to exceed $631,420.00 (such sum designated
in Tenant's Contribution Notice is hereinafter defined as "Landlord's Additional
Contribution"). In the event that Tenant makes the foregoing election in
accordance with the terms hereof, (i) the Yearly Fixed Rent set forth in Article
1(18) commencing on the Expansion Space Commencement Date shall be increased by
an amount per annum equal to the Landlord's Additional Contribution times
$.2666, and (ii) Tenant shall deliver to Landlord, together with Tenant's
Contribution Notice, a Letter of Credit in the amount of Landlord's Additional
Contribution to be held in accordance with Exhibit B. For example, in the event
Landlord's Additional Contribution is $631,420.00, then the Yearly Fixed Rent
shall be increased by $168,336.58 per annum. For purpose of this Amendment,
Landlord's Base Contribution and Landlord's Additional contribution shall be
referred to as "Landlord's Contribution". Landlord and Tenant agree to execute
an agreement confirming the Landlord's Additional Contribution and the increase
in the Yearly Fixed Rent. Tenant shall be entitled to be reimbursed not more
than fifteen percent (15%) of Landlord's Contribution for architectural and
engineering fees, and permit and filing fees in connection with Tenant's Work.
Effective as of the Expansion Space Commencement Date, Landlord shall
reimburse Tenant for the cost of Tenant's Work by disbursing portions of
Landlord's Contribution to Tenant from time to time, but not more often than
once a month, within thirty (30) days after receipt by Landlord of a request for
such reimbursement executed by Tenant and accompanied by a completed requisition
for payment (in form issued by the American Institute of Architects), certified
and sworn to by Tenant's architect, stating: (i) the percentage of completion
attained with respect to each item of Tenant's Work and the cost incurred by
Tenant with respect to such item, and (ii) that the portion of Tenant's Work
theretofore completed has been completed in a good and workmanlike manner, to
the satisfaction of Tenant's architect, substantially in accordance with
Tenant's approved plans and specifications and substantially in compliance with
all laws, ordinances, orders, regulations and requirements of all public
authorities having jurisdiction over the Demised Premises, together with
evidence of Tenant's payment to contractors, suppliers and vendors in accordance
with such requisition. Provided that Tenant shall not then be in default under
the Lease beyond the expiration of applicable notice and cure periods at the
time a request for reimbursement is made, reimbursements shall be made for work
completed and paid for as certified in Tenant's request and its architect's
requisition, subject to a retention of ten (10%) percent until Tenant's Work
shall have been finally completed. Provided
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that Tenant shall not then be in default under the Lease beyond the expiration
of applicable notice and cure periods at the time a request for reimbursement is
made, within thirty (30) days following the last to occur of: (u) Tenant's
request for payment of the final installment of Landlord's Contribution, (v)
completion of Tenant's Work in accordance with the provisions of the Lease, (w)
the certification of Tenant's architect that the same has been completed in a
good and workmanlike manner, to the satisfaction of Tenant's architect,
substantially in accordance with Tenant's approved plans and specifications and
substantially in compliance with all laws, ordinances, orders, regulations and
requirements of all public authorities having jurisdiction over the Demised
Premises, (x) delivery by Tenant to Landlord of waivers of lien from all
contractors who shall have performed work or furnished services, materials or
supplies in connection with Tenant's Work, (y) delivery by Tenant to Landlord of
"as built" drawings (or marked final working drawings) with respect to Tenant's
Work, and (z) evidence of Tenant's payment to contractor of all amounts
requested for reimbursement by Tenant, the balance of Landlord's Contribution
(but not in excess of the total cost of Tenant's Work) which has not been
previously disbursed shall be disbursed to Tenant. Notwithstanding the
foregoing, Landlord shall have no further obligation to disburse Landlord's
Contribution to Tenant with respect to any request for reimbursement from Tenant
not received within twelve (12) months after the Expansion Space Commencement
Date in accordance with the terms of this paragraph.
6. Electricity. Tenant agrees to pay Landlord monthly an amount
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reasonably estimated by Landlord to equal Tenant's Allocable Electricity Costs
for the electrical energy that Tenant utilizes for light and power in the
Expansion Space pursuant to Section 7.1 of the Lease.
7. Parking.
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(a) Effective on the Expansion Space Commencement Date, Article 1.(9)
of the Lease is hereby amended to read in its entirety as follows: "(9) Parking
Spaces: Sixty-three (63)."
(b) Effective as of the Expansion Space Commencement Date, the fourth
(4/th/) sentence of Section 27.6 (Parking) shall be deleted in its entirety and
Tenant is no longer entitled to Parking Spaces at the monthly charge of $140.00,
and the monthly charge for all Parking Spaces shall be (i) $180.00 per month per
Parking Space for the two (2) year period commencing on the Expansion Space
Commencement Date, and (ii) thereafter from time to time established by Landlord
or an independent contractor as the then prevailing monthly parking charge for
the Building.
8. Assignment and Subletting
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(a) Landlord and Tenant agree to amend Section 14.4 of the Lease by
adding the following provision at the end thereof:
"Except for sums received by Tenant for the sale of Tenant's business
or the sale or rental of Tenant's trade fixtures, leasehold improvements,
equipment, furniture, furnishings or
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other personal property, if Tenant receives any sums of money or other
consideration in connection with an assignment of the Lease, Tenant shall pay
sixty percent (60%) of such sums to Landlord within five (5) days of its receipt
thereof. If, in connection with an assignment of the Lease or sublease of all or
any portion of the Demised Premises (other than an assignment or sublease in
connection with a sale of tenant's business), Tenant receives any sums of money
or other consideration in connection with the sale or rental of Tenant's trade
fixtures, leasehold improvements, equipment, furniture, furnishings or other
personal property at the Demised Premises in excess of its fair market sale or
rental value, then Tenant shall pay sixty percent (60%) of such sums to Landlord
within five (5) days of its receipt thereof."
(b) Landlord and Tenant agree to amend the initial phrase of Section
14.5(2) of the Lease to read as follows:
"(2) in the event Tenant proposes to assign or sublet in the
aggregate (taking into account the proposed sublease and all
existing subleases then in effect) in excess of fifty percent
(50%) of the square footage of the Demised Premises,"
(c) Landlord and Tenant agree that Landlord's so-called right of
recapture set forth in Section 14.5 shall not apply in connection with an
assignment of the Lease or sublease of any portion of the Demised Premises
permitted under Section 14.3 of the Lease.
9. Section 3.3 of the Lease (Option to Extend) is hereby deleted in its
entirety, and is of no further force and effect.
10. Tenant acknowledges that Landlord has fulfilled its obligations under
Article 4 of the Lease, which shall be of no further force and effect.
11. Right of First Offer.
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(a) Landlord shall offer (the "Offer") to lease to Tenant any portion
of the rentable area of the fifth (5/th/) and eighth (8/th/) floors of the
Building (the "ROFO Space") when the ROFO Space becomes available for leasing.
For purposes of this Section 11, any ROFO Space shall be deemed to be available
for leasing in the following events: (i) the lease of the current tenant of the
ROFO Space expires and such lease has not been extended or a new lease has not
been entered into between such tenant and Landlord, (ii) the lease of any tenant
of ROFO Space is terminated, (ii) a tenant under a lease which contains a
recapture right notifies Landlord that it desires to assign its lease or sublet
all or a portion of the ROFO Space (and in such event Landlord shall exercise
such recapture right in the event Tenant sends the ROFO Space Notice for such
ROFO Space), or (iv) Landlord has the right to accept an assignment of lease of
ROFO Space or sublet ROFO Space from the current tenant. With respect to
subsection (iv) above, Landlord shall exercise the right to accept such
assignment or sublet in the event Tenant sends the ROFO Space Notice for such
ROFO Space and shall assign or sub-sublease such ROFO
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Space to Tenant. Landlord's Offer shall provide the "Market Fixed Rent for the
ROFO Space" (as hereinafter defined) as reasonably and initially determined by
Landlord, the rentable area of the ROFO Space shown on a floor plan and the
anticipated commencement date of the leasing of the ROFO Space. The date which
Landlord actually delivers possession of the ROFO Space to Tenant in "broom
clean" condition, free of all occupants shall be the "ROFO Commencement Date".
"Market Fixed Rent for the ROFO Space" shall mean the Yearly Fixed Rent
that a willing tenant would pay, and a willing landlord would accept, to lease
the ROFO Space in its "as is" condition pursuant to the Lease, but subject to
the adjustment in the so-called "base years" for payment of Tenant's
proportionate share of taxes and operating expenses. Notwithstanding anything to
the contrary contained in this paragraph, Landlord shall not be obligated to
make the Offer (or, if Landlord has already made the Offer, then, whether or not
Tenant has accepted the Offer, Landlord shall have the unilateral right, in
Landlord's sole discretion, to revoke the Offer) if, on either the date on which
Landlord is obligated to give Tenant the Offer or anytime thereafter through and
including the ROFO Commencement Date, there exists a default under the Lease
which remains uncured beyond applicable notice and cure periods.
(b) Tenant shall have the right to accept the Offer by giving
Landlord written notice of such acceptance (the "ROFO Space Notice") within ten
(10) business days after delivery by Landlord to Tenant of the Offer. Time shall
be of the essence with respect to said ten (10) business day period and delivery
of the ROFO Space Notice by Tenant. In the event Tenant fails to accept the
Offer as provided for herein, then Tenant shall have no further rights pursuant
to this paragraph with respect to the ROFO Space (or portion thereof) specified
in the Offer. If Tenant exercises its right to accept the Offer in accordance
with the provisions of this paragraph, then effective as of the ROFO
Commencement Date, (i) the ROFO Space shall be added to, and automatically
deemed to be a part of, the Lease and the Demised Premises, with an expiration
date of the Termination Date, (ii) the Yearly Fixed Rent payable under the Lease
with respect to the ROFO Space shall be the Market Fixed Rent for ROFO Space,
and (iii) Tenant's Proportionate Share (as defined in Section 6.4 of the Lease)
with respect to the leasing of the ROFO Space shall be equal to the rentable
area of the ROFO Space divided by 326,470 for purposes of calculating Tenant's
proportionate share of taxes pursuant to Section 6.2 of the Lease and 321,917
for purposes of calculating Tenant's proportionate share of operating expenses
pursuant to Section 6.3 of the Lease, but Tenant's so-called "base years"
applicable to the determination of Tenant's Proportionate Share of taxes
pursuant to Section 6.2 and operating expenses pursuant to Section 6.3 for the
ROFO Space only shall be the calendar year (for operating expenses) and fiscal
year (for taxes) that includes the ROFO Commencement Date. Promptly after
delivery of the ROFO Space Notice, Landlord and Tenant agree to execute an
amendment of the Lease reflecting the foregoing. If Landlord has reason to
believe that possession of the ROFO Space will not be delivered in the condition
required hereunder by the date specified in the applicable Offer, Landlord shall
give Tenant fourteen (14) days advance written notice (i) that the Landlord will
not be delivering the ROFO Space by the specified date, and (ii) of the date on
which it expected to deliver the applicable ROFO Space in the condition required
hereunder. In the event Landlord is unable to deliver possession of the ROFO
Space on
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the date specified in the applicable Offer due to the holding over or retention
of possession by any tenant or occupant, Landlord shall promptly institute and
diligently pursue to completion a summary process action against such tenant or
occupant.
(c) Except as expressly provided in the next sentence, Landlord shall
deliver the ROFO Space to Tenant, and Tenant shall accept the ROFO Space, in
"broom clean" condition, free of all occupants, but otherwise in its existing
"as is" condition as of the ROFO Commencement Date, and Tenant shall not be
entitled to any credit or allowance or other economic concession from Landlord
for the improvement thereof. Landlord covenants that the heating, ventilating
and air conditioning, electrical and plumbing systems serving the ROFO Space
will be in good working order as of the ROFO Commencement Date. If Landlord, for
any reason beyond Landlord's reasonable control, such as a holdover or casualty,
shall be unable to deliver possession of the ROFO Space on the ROFO Commencement
Date, Landlord shall not be subject to any liability, nor shall the validity of
the Lease or the obligations of Tenant hereunder be thereby affected, except
that the ROFO Commencement Date shall be the date that Landlord delivers
possession of the ROFO Space to Tenant. In the event Landlord has not delivered
the applicable ROFO Space in the condition required hereunder within four (4)
months of the date specified in the applicable Offer as the date for delivery of
the same, Tenant shall have the right to withdraw its ROFO Space Notice and the
ROFO Space Notice shall be void and of no further force and effect.
(d) This paragraph and Tenant's rights hereunder shall automatically
terminate and become null, void and of no further force and effect upon the
earlier to occur of (a) one (1) year prior to the Termination Date (unless
Tenant has exercised the Renewal Option prior to such date, in which event two
(2) years prior to the expiration of the Renewal Term), (b) the expiration or
termination of the Lease by Landlord or pursuant to law, (c) the termination or
surrender of Tenant's right to possession of the Demised Premises, (d) the
assignment of the Lease by Tenant (except for assignments and subleases made
pursuant to Section 14.3 of the Lease) or (e) the sublease by Tenant of more
than fifty percent (50%) of the rentable area of the Demised Premises, which
subleases have expiration dates within six (6) months of the Termination Date of
the Lease (except for assignments and subleases made pursuant to Section 14.3 of
the Lease).
(e) Notwithstanding anything to the contrary contained in this
paragraph, the rights granted to Tenant hereunder shall be at all times subject
and subordinate to the (i) the options and rights of the current tenants and
occupants (and their successors and assigns) of the ROFO Space as of the date of
this Amendment to extend the term of any existing lease, or enter into a new
lease, of the ROFO Space (or any portion thereof), regardless of whether such
election is made pursuant to an option or right granted under such any lease and
(ii) the options and rights granted to other tenants and occupants of the
Building or the building located at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
(and their successors and assigns) pursuant to their existing leases as of the
date of this Amendment as specified in Exhibit C attached hereto and made a part
hereof.
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12. Renewal Option.
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(a) Provided that Tenant is not in default under the Lease beyond the
expiration of applicable notice and cure periods on the date Tenant delivers
Tenant's Renewal Notice (as hereinafter defined) or at any time thereafter
through the commencement date of the Renewal Term (as hereinafter defined),
Tenant shall have an option (the "Renewal Option") to renew the Lease for one
(1) consecutive five (5) year term (the " Renewal Term") at the rent and upon
the other terms set forth below by delivering notice to Landlord ("Tenant's
Renewal Notice") exercising the Renewal Option no later than one (1) year prior
to the Termination Date. Time shall be of the essence with respect to Tenant's
exercise of the Renewal Option and delivery of Tenant's Renewal Notice. In the
event that Tenant shall fail to deliver Tenant's Renewal Notice in accordance
with the provisions hereof, Tenant shall be deemed to have forever waived its
right to exercise the Renewal Option. Tenant shall have no further right to
renew or extend the term of the Lease. Promptly after delivery of the Tenant's
Renewal Notice, Landlord and Tenant shall execute and deliver an instrument
reasonably satisfactory to both parties stating that Tenant has or has not
exercised the Renewal Option.
(b) Upon Landlord's receipt of Tenant's Renewal Notice in accordance
with the requirements of this paragraph, the Lease, subject to the provisions of
this paragraph, shall be automatically extended for the Renewal Term with the
same force and effect as if the Renewal Term had been originally included in the
term of the Lease, except that (A) the Yearly Fixed Rent under the Lease shall
be equal to of the Market Fixed Rent (as hereinafter defined) as determined in
this paragraph and (B) Tenant's so-called "base years" applicable to the
determination of Tenant's Proportionate Share of taxes pursuant to Section 6.2
and operating expenses pursuant to Section 6.3 shall be adjusted as follows: the
base years shall be the fiscal year in which the Renewal Term commences for
taxes and calendar year in which the Renewal Term commences for operating
expenses. There shall be no rent concessions or obligation of Landlord to
perform or pay for any work during the Renewal Term.
(c) The term "Market Fixed Rent" for the Renewal Term shall mean the
Yearly Fixed Rent that a willing tenant would pay, and a willing landlord would
accept, to lease the Demised Premises in its "as is" condition pursuant to the
Lease, but subject to the adjustment in the so-called "base years" for payment
of Tenant's proportionate share of taxes and operating expenses. Landlord shall
endeavor to notify Tenant of its initial determination of Market Fixed Rent no
later than thirty (30) days after receipt of Tenant's Renewal Notice. Tenant
shall have thirty (30) days after Landlord's delivery of notice to Tenant of its
determination of Market Fixed Rent to deliver notice to Landlord objecting to
Landlord's determination, and, if Tenant fails to deliver such notice within
such thirty (30) day period, Tenant shall be deemed to have accepted Landlord's
determination. If Landlord and Tenant shall otherwise fail to agree upon the
Market Fixed Rent for the Renewal Term within fifteen (15) days after Tenant's
timely notice to Landlord that it objects to Landlord's determination, Landlord
and Tenant each shall give notice to the other setting forth the name and
address of an arbitrator designated by such party within fifteen (15) days
thereafter. If either party shall fail to give notice of such designation within
such fifteen (15) day period, then the arbitrator chosen by the party giving
such notice shall make the determination alone. If two arbitrators shall have
been designated, such two arbitrators shall make their determination of Market
Fixed Rent for the Renewal Term in writing and give notice
10
thereof to each other and to Landlord and Tenant within twenty (20) days of
their designation. The two arbitrators shall have ten (10) days after the
receipt of notice of each other's determination to confer with each other and to
attempt to reach agreement as to the determination of Market Fixed Rent for the
Renewal Term. If such two arbitrators shall fail to concur, then such two
arbitrators shall immediately designate a third arbitrator. If such two
arbitrators shall fail to agree upon the designation of such third arbitrator
within fifteen (15) days, then either party may apply to the American
Arbitration Association or any successor thereto for the designation of such
arbitrator. The third arbitrator shall conduct such hearings and investigations
as he may deem appropriate and shall, within twenty (20) days after the date of
designation of the third arbitrator, determine the Market Fixed Rent for the
Renewal Term. The determination pursuant to this paragraph cannot exceed the
higher of the determinations made by the arbitrators selected by Landlord and
Tenant and cannot be lower than the lower of the determinations made by the
arbitrators selected by Landlord and Tenant. The determination by the third
arbitrator shall be binding upon Landlord and Tenant. All arbitrators shall be
commercial leasing brokers or appraisers having at least fifteen (15) years
experience in the Cambridge, Massachusetts market. Each party shall pay its own
counsel fees and expenses, if any, in connection with any arbitration under this
paragraph, including the expenses and fees of any arbitrator selected by it in
accordance with the provisions of this paragraph, and the parties shall share
equally all other expenses and fees of any such arbitration. The determination
rendered in accordance with the provisions of this paragraph shall be final and
binding upon Landlord and Tenant. The arbitrators shall not have the power to
add to, modify, or change any of the provisions of this Lease.
(d) If for any reason the Market Fixed Rent for the Renewal Term
shall not have been determined prior to the commencement of the Renewal Term,
then until the Market Fixed Rent for the Renewal Term and, accordingly, the
Yearly Fixed Rent shall have been finally determined, the Yearly Fixed Rent
shall be the Market Fixed Rent for the Renewal Term as proposed by Landlord.
Upon such final determination, an appropriate adjustment shall be made
reflecting such final determination, and Landlord or Tenant, as the case may be,
shall pay the other any overpayment or deficiency, as the case may be, from the
commencement of the Renewal Term to the date of such final determination.
(e) The Renewal Option shall automatically terminate and become null,
void and of no force and effect upon the earlier to occur of (a) the expiration
or termination of the Lease by Landlord or pursuant to law, (b) the termination
or surrender of Tenant's right to possession of the Demised Premises, (c) the
assignment of this Lease by Tenant (except for assignments and subleases
pursuant to Section 14.3 of the Lease), (d) the sublease by Tenant of more than
fifty percent (50%) of the rentable area of the Demised Premises, which
subleases have expiration dates within six (6) months of the Termination Date of
this Lease (except for assignments and subleases pursuant to Section 14.3 of the
Lease), or (e) the failure of Tenant to timely and properly exercise the Renewal
Option.
13. Signage. Landlord agrees to list Tenant's name on the Building
-------
directory in the lobby of the Building and any multi-tenanted floor lobby
directory. The initial listings shall be at
11
Landlord's sole cost and expense; thereafter, Tenant shall pay a reasonable
charge to Landlord for changes to such directory list. Subject to the terms and
conditions of the Lease, Landlord agrees to inscribe "Mainspring" on the
existing sign monument of the Building and on a sign located at the entrance
doors to the Building, at Tenant's sole cost and expense. The inscription and
sign shall be consistent with the Building standards established by Landlord.
Subject to the approval rights of Landlord under the Lease, Tenant shall also
have the right to install signage with its name and logo on or next to the entry
doors to the Demised Premises. The signage rights (other than in the Building's
lobby directory and any multi-tenanted floor lobby directories) granted under
this paragraph are personal to Mainspring Communications, Inc., shall not
benefit any assignee or subtenant (other than assignees permitted pursuant to
Section 14.3 of the Lease), and shall automatically terminate and become null
and void and of no force or effect upon the earlier to occur of (1) the
expiration or termination of the Lease, (2) the termination of the Tenant's
right to possession of the Demised Premises, (3) the assignment of the Lease by
Tenant (except for assignments and subleases pursuant to Section 14.3 of the
Lease), or (4) the sublease by Tenant of fifty percent (50%) or more of the
rentable area of the Demised Premises, which subleases have expiration dates
within six (6) months of the Termination Date of the Lease (except for
assignments and subleases pursuant to Section 14.3 of the Lease).
14. Holding Over. Any holding over by Tenant after the expiration of the
------------
Term of the Lease shall be treated as a month-to-month tenancy terminable upon
thirty (30) days written notice by either party at one and one-half (1 1/2)
times the Yearly Fixed Rent and Additional Rent herein provided thereafter, and
shall otherwise be on the terms and conditions set forth in the Lease, as far as
applicable.
15. Ground Floor Space.
------------------
(a) Landlord shall offer (the "Offer") to lease to Tenant a portion
of the rentable area of the first (1/st/) floor of the Building consisting of
approximately 8,000 rentable square feet (the "Ground Floor Space") when the
Ground Floor Space becomes available for leasing from Landlord. For purposes of
this Section 15, the Ground Floor Space shall be deemed to be available for
leasing in the following events: (i) the lease of the current tenant of the
Ground Floor Space expires and such lease has not been extended or a new lease
has not been entered into between such tenant and Landlord, (ii) the lease of
the tenant of Ground Floor Space is terminated, (iii) the tenant under a lease
of the Ground Floor Space which contains a recapture right notifies Landlord
that it desires to assign its lease or sublet all or a portion of the Ground
Floor Space (and in such event Landlord shall exercise such recapture right in
the event Tenant sends the Ground Floor Space Notice (as hereinafter defined)
for such Ground Floor Space), or (iv) Landlord has the right to accept an
assignment of a lease of Ground Floor Space or sublets Ground Floor Space from
the current tenant. With respect to subsection (iv), Landlord shall exercise the
right to accept such assignment or sublet in the event Tenant sends the Ground
Floor Space Notice (as hereinafter defined) for the Ground Floor Space and shall
assign or sub-sublease such Ground Floor Space to Tenant. Landlord's Offer shall
provide the Yearly Fixed Rent as reasonably determined by Landlord, the rentable
area of the Ground Floor Space shown on a floor plan. The date on which Landlord
actually delivers possession of the Ground Floor
12
Space in "broom clean" condition, free of all occupants shall be the "Ground
Floor Commencement Date". Notwithstanding anything to the contrary contained in
this paragraph, Landlord shall not be obligated to make the Offer (or, if
Landlord has already made the Offer, then, whether or not Tenant has accepted
the Offer, Landlord shall have the unilateral right, in Landlord's sole
discretion, to revoke the Offer) if, on the date on which Landlord is obligated
to give Tenant the Offer, there exists a default under the Lease which remains
uncured beyond applicable notice and cure periods.
(b) Tenant shall have the right to accept the Offer by giving
Landlord written notice of such acceptance (the "Ground Floor Space Notice")
within ten (10) business days after delivery by Landlord to Tenant of the Offer.
Time shall be of the essence with respect to said ten (10) business day period
and delivery of the Ground Floor Space Notice by Tenant. In the event Tenant
fails to accept the Offer as provided for herein, then Tenant shall have no
further rights pursuant to this paragraph with respect to the Ground Floor Space
specified in the Offer. If Tenant exercises its right to accept the Offer in
accordance with the provisions of this paragraph, then effective as of the
Ground Floor Commencement Date, (i) the Ground Floor Space shall be added to,
and automatically deemed to be a part of, the Lease and the Demised Premises,
for a term with an expiration date of sixty (60) days after the Expansion Space
Commencement Date, and (ii) the Yearly Fixed Rent payable under the Lease with
respect to the Ground Floor Space shall be the Yearly Fixed Rent set forth in
the Offer. There shall be no additional rent for taxes and operating expenses,
but Tenant shall be obligated to pay for electricity as reasonably determined by
Landlord. Promptly after delivery of the Ground Floor Space Notice, Landlord and
Tenant agree to execute an amendment of the Lease reflecting the foregoing.
(c) If Landlord, for any reason beyond Landlord's reasonable control,
such as a holdover or casualty, shall be unable to deliver possession of the
Ground Floor Space on the anticipated Ground Floor Commencement Date, Landlord
shall not be subject to any liability, nor shall the validity of the Lease or
the obligations of Tenant hereunder be thereby affected, except that the Ground
Floor Commencement Date shall be the date that Landlord delivers possession of
the Ground Floor Space to Tenant. In the event Landlord has not delivered the
Ground Floor Space in the condition required hereunder within two (2) months of
the date specified in the applicable Offer as the date for delivery of the same,
Tenant shall have the right to withdraw its Ground Floor Space Notice and the
Ground Floor Space Notice shall be void and of no further force and effect.
(d) Except as expressly provided in the next sentence, Landlord shall
deliver the Ground Floor Space to Tenant, and Tenant shall accept the Ground
Floor Space, in "broom clean" condition, free of all occupants, but otherwise in
its existing "as is" condition as of the Ground Floor Commencement Date, and
Tenant shall not be entitled to any credit or allowance or other economic
concession from Landlord for the improvement thereof, except that Landlord
agrees to carpet and paint the Ground Floor Space using Building standard
materials on or prior to Ground Floor Commencement Date. Landlord covenants
that the heating, ventilating and air conditioning system serving the Ground
Floor Space will be operational as of the Ground Floor Commencement Date,
provided, however, Landlord makes no covenants, representations or
13
warranties as to the sufficiency or quality of such heating, ventilating and air
conditioning system. On or prior to the Ground Floor Commencement Date, Tenant
shall have the right, upon reasonable advance notice to Landlord, to inspect the
Ground Floor Space. In the event such inspection reveals the existence of
asbestos or "hazardous substances and materials" (as defined in Section 15.9 of
the Lease), in violation of applicable laws, then, on or prior to the Ground
Floor Commencement Date, Tenant shall have the right to deliver to Landlord the
written report of the consultant or contractor with the results of such
inspection (the "Inspection Report") and written notice withdrawing its
acceptance of the Offer ("Withdrawal Notice"). If Tenant fails to deliver to
Landlord the Inspection Report and Withdrawal Notice, on or prior to the Ground
Floor Commencement Date, then Tenant's acceptance of the Offer shall be
irrevocable. If Landlord, for any reason beyond Landlord's reasonable control,
such as a holdover or casualty, shall be unable to deliver possession of the
Ground Floor Space on the Ground Floor Commencement Date, Landlord shall not be
subject to any liability, nor shall the validity of the Lease or the obligations
of Tenant hereunder be thereby affected, except that the Ground Floor
Commencement Date shall be the date that Landlord delivers possession of the
Ground Floor Space to Tenant.
(e) This paragraph and Tenant's rights hereunder shall automatically
terminate and become null, void and of no further force and effect upon the
earlier to occur of (a) the expiration or termination of the Lease by Landlord
or pursuant to law, (b) the termination or surrender of Tenant's right to
possession of the Demised Premises, (c) the assignment of the Lease by Tenant
(except for assignments and subleases pursuant to Section 14.3 of the Lease),
(d) the sublease by Tenant of more than fifty percent (50%) of the rentable area
of the Demised Premises, which subleases have expiration dates within six (6)
months of the Termination Date of the Lease (except for assignments and
subleases pursuant to Section 14.3 of the Lease), or (e) the failure of Tenant
to timely and properly deliver the Ground Floor Space Notice.
16. Delivery of Space. Notwithstanding anything to the contrary in this
-----------------
Lease, Landlord shall be responsible, at Landlord's sole expense, for delivering
the Expansion Space, the ROFO Space, the Ground Floor Space and the public
portions of the Building in compliance with the laws, ordinances and regulations
applicable to the Expansion Space, the ROFO Space, the Ground Floor Space and
the public portions of the Building existing as of the date of this Amendment,
including, without limitation, the Americans with Disabilities Act.
17. Cleaning. Landlord agrees to provide cleaning services within the
--------
Demised Premises (including the Expansion Space and the ROFO Space and Ground
Floor Space if added to the Demised Premises in accordance with the terms of
this Amendment) described in Exhibit D attached hereto and made a part hereof.
18. Brokers. Landlord and Tenant each represent and warrant to the other
-------
party that, except for Insignia/ESG and The Codman Company, Inc. ("Codman"), it
has not, directly or indirectly, dealt, with respect to the leasing of office
space in the Building, with any broker or had its attention called to the
Expansion Space, or other space to lease in the Building, by any broker.
Landlord and Tenant each agree to hold harmless and indemnify the other against
any
14
claims for a commission by any other broker, person or firm with whom such party
has dealt in connection with the execution and delivery of this Amendment or out
of negotiations between Landlord and Tenant with respect to the leasing of other
space in the Building. Landlord agrees to pay any commission or other
compensation due and payable to Insignia/ESG and Codman (if any) in connection
with the execution and delivery of this Amendment pursuant to their separate
agreement.
19. Notices. The first paragraph of Article 25 of the Lease shall be
-------
deleted in its entirety and the following inserted in lieu thereof:
"Except as expressly stated otherwise in this Lease, any notice or
other communication required or permitted to be given or made by
either Landlord or Tenant to the other pursuant to this Lease or
pursuant to any applicable law or requirement of public authority
shall be in writing and shall be delivered to such other party
personally, or sent by registered or certified mail (return receipt
requested) or by a nationally recognized overnight courier, addressed
to Tenant and to Landlord at the following address:
If the Landlord: c/o The Blackstone Group
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx Xxxxxx
With copies to: The Codman Company, Inc.
Xxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Property Manager
and
Xxxx Xxxxxxxx & Xxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
If to Tenant: Mainspring Communications, Inc.
Xxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Director of Operations
With copies to: Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
00
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Real Estate Department
in accordance with this Article. The date of the giving of
such xxxx, statement, notice or communication shall be
deemed to be the date of personal delivery, the next
business day if sent by overnight courier, or three (3)
days after the date deposited in the U.S. Mail if sent by
certified or registered mail. Either party may, by notice
from time to time to the other party, designate a different
address (which, however, shall be located in the
continental United States and shall not be a Post Office
Box) for notices intended for it. Any notice of change of
address shall be deemed to have been given when received by
the party to whom such notice is given. Each party agrees
that any notice required to be given to it by the other
under the provisions of this Lease may be given by the
other's agents or attorneys, as same are set forth above,
and in such event, such notice shall be deemed to have been
given by such party."
20. Except as expressly provided herein, as used herein, all capitalized
terms shall have the same meaning as set forth in the Lease.
21. Except as expressly modified in this Amendment, the provisions of the
Lease are hereby confirmed and ratified and shall continue in full force and
effect. In the event that the terms and conditions of this Amendment shall
conflict, or are inconsistent, with the terms and conditions of the Lease, the
terms and conditions of this Amendment shall govern and control.
16
IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed under seal, all as of the day and year first above written.
BRE/RIVERFRONT LLC,
a Delaware limited liability company
By: BRE/RIVERFRONT HOLDINGS LLC,
a Delaware limited liability company,
Managing Member
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Xxxxxxx Xxxxx
Vice President
MAINSPRING COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Director of Operations
17
EXHIBIT A
---------
FLOOR PLAN OF EXPANSION SPACE
-----------------------------
(To be annexed)
---------------
A-1
EXHIBIT B
---------
LETTER OF CREDIT
----------------
Upon delivery of Tenant's Contribution Notice, Tenant will deliver to
Landlord a clean, irrevocable and unconditional letter of credit transferable in
whole or in part by Landlord (such letter of credit and any renewal, amendment
and replacement thereof being referred to herein, collectively, as the "Letter
of Credit") issued by a commercial bank (the "Bank"), reasonably acceptable to
Landlord (Landlord hereby approves Silicon Valley Bank), with a correspondent
relationship with a bank with an office in the Greater Boston area or the
Metropolitan New York City area that Landlord can present the Letter of Credit
for payment, which Letter of Credit shall have a term of one year, be for the
account of Landlord, provide for partial drawdowns and be in the amount of
Landlord's Additional Contribution, as security for the faithful performance and
observance by Tenant of the terms, provisions and conditions of this Lease,
including, without limitation, the surrender of possession of the Demised
Premises to Landlord as herein provided. Tenant agrees to cause the Bank to
renew the Letter of Credit, in the same form, or to obtain a Letter of Credit
from another Bank conforming to the provisions of this Section, annually during
the term of this Lease, at least forty-five (45) days prior to the expiration
thereof so that a Letter of Credit issued by the Bank to Landlord shall be in
force and effect at least three (3) years after the Expansion Space Commencement
Date. It is agreed that in the event Tenant defaults beyond applicable notice
and cure periods in respect of any of the terms, conditions, or provisions of
this Lease, including, but not limited to, the payment of the Yearly Fixed Rent
and additional rent and the aforesaid agreement to cause the Bank to renew the
Letter of Credit, Landlord shall have the right to require the Bank to make
payment to Landlord of all or such portion of the Letter of Credit as may be
required for the payment of any Yearly Fixed Rent and additional rent or any
other sum as to which Tenant is in default beyond applicable notice and cure
periods or for any reasonable sum which Landlord may expend or may be required
to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this Lease, including, but not limited to, any
damages or deficiency in the relating of the Demised Premises, whether such
damages or deficiency accrues before or after summary proceedings or other re-
entry by Landlord provided that a duly authorized representative of Landlord
certifies in writing to the Bank that there has been a default beyond applicable
cure periods under the Lease, without thereby waiving any other rights or
remedies of Landlord with respect to such default. If Landlord applies or
retains any part of the proceeds of the Letter of Credit, Tenant, upon demand,
promptly shall deposit with Landlord a substitute Letter of Credit or deposit
with Landlord cash in the amount so applied or retained so that Landlord shall
have the full Security Amount on hand at all times during the term of this Lease
that is required pursuant to the terms of this Article. The Letter of Credit or
any remaining portion of any sum collected by Landlord thereunder from the Bank,
together with any other portion of any other sums then held by Landlord as
security and which sums Landlord is not entitled to apply or retain with respect
to any default beyond applicable notice and cure periods by Tenant hereunder,
shall be returned to Tenant upon the third anniversary of the Expansion Space
Commencement Date.
B-1
Provided that Landlord shall not have drawn on the Letter of Credit or any
cash security, Landlord agrees that Tenant shall have the right to reduce the
amount of the Letter of Credit (or cash security held by Landlord in lieu
thereof) by one-third (1/3) after each of the first, second and third
anniversaries of the Expansion Space Commencement Date.
Landlord agrees that Tenant, at any time during the term, but at least
forty-five (45) days prior to the expiration of the Letter of Credit, may
deposit with Landlord cash in the amount of Landlord's Additional Contribution,
as security hereunder in lieu of the Letter of Credit. Landlord shall have all
of the same rights with respect to such cash security as Landlord has hereunder
with respect to the Letter of Credit and upon delivery of the cash security,
Landlord shall immediately return the Letter of Credit to Tenant.
In the event of a sale of the Complex or the Building or lease, conveyance
or transfer of the Complex or the Building, Landlord shall have the right to
transfer the security to the vendee, lessee or transferee ("New Landlord"), and
Tenant shall pay any fees charged by the Bank in connection with transferring
the Letter of Credit, and Landlord shall thereupon be released by Tenant from
all liability for the return of such security; and Tenant agrees to look to the
New Landlord solely for the return of said security and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a New Landlord. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the Letter of Credit or the monies
deposited herein as security, and that neither Landlord nor its successors or
assigns shall be bound by any assignment, encumbrance, attempted assignment or
attempted encumbrance.
B-2
EXHIBIT C
---------
5/th/ Floor:
------------
. SH&E: Tenant currently leases 9,887 rentable square feet on the floor,
with an expiration date of August 15, 2001. Tenant currently has the
right of first offer on any space that comes available on the 5/th/
floor. The tenant has a right to renew the lease for one (1)
additional five (5) year period by giving notice to Landlord by June
15, 2000.
. NERA: Tenant currently leases 21,684 rentable square feet on the
floor, with an expiration date of May 24, 2004. Tenant has a right to
renew the lease for one (1) additional five (5) year period by giving
notice to Landlord by May 24, 2003. Tenant has no right of first
offer.
8/th/ Floor:
-----------
. Veritas Software: Tenant currently leases 26,272 rentable square feet
on the floor, with an expiration date of July 31, 2001. Tenant has a
right to renew the lease for one (1) additional five (5) year period
by giving notice to Landlord by October 31, 2000. Tenant has the Right
of First Offer on any space that comes available on the 8/th/ floor.
. Xxxxx & Xxxxx: Tenant currently leases 6,395 rentable square feet on
the floor, with an expiration date of August 27, 2002. Tenant has no
renewal option in the lease. Tenant has no right of first offer.
C-1
EXHIBIT D
---------
CLEANING SCHEDULE
-----------------
(See attached)
D-1
EXHIBIT D
---------
CLEANING SPECIFICATIONS
-----------------------
OFFICE AREA:
------------
DAILY - Monday through Friday inclusive, Massachusetts legal holidays excluded.
-----
1. Empty all waste receptacles and remove trash to designated area, wash
receptacles as necessary.
2. Empty and wipe all ashtrays.
3. Vacuum all rugs and carpets.
4. Hand dust and wipe clean with treated cloths all horizontal surfaces,
including furniture, office equipment, window xxxxx, door ledges, chair
rails and converter tops, within normal reach.
5. Wash and clean all bathrooms and water fountains.
6. Remove and dust under all desk equipment and telephones and replace same.
7. Wipe clean all brass and other bright work.
8. Sweep and dust mop all uncarpeted areas using a dust treated mop.
9. Hand dust all grillwork within normal reach.
10. Wash clean the kitchen counter, sink, exterior cabinetry and wet mop floor
in kitchen.
WEEKLY
------
1. Dust coat racks and the like.
2. Remove all finger marks from private entrance doors, light switches and
doorways.
QUARTERLY - Render high dusting not reached in daily cleaning to include:
---------
1 Dusting all pictures frames, charts, graphs and similar wall hangings.
2. Dusting all vertical surfaces such as walls, partitions and doors.
D-2
3. Dusting of all venetian blinds.
2X PER YEAR - Wash interior and exterior of perimeter windows.
-----------
MAIN LOBBY, ELEVATORS, BUILDING EXTERIOR AND CORRIDORS -
---------------------------------------------------------
CONTINUED
---------
4. Spot clean any metal work in lobby.
5. Spot clean any metal work surrounding building entrance doors.
6. Spot clean and polish guard desk.
7. Vacuum all corridor carpets.
MONTHLY
-------
1. All resilient tile floors in public area to be treated equivalent to spray
buffing.
2. Shampoo carpeting in elevator.
STAIRWELLS
----------
DAILY - Monday through Friday inclusive, Massachusetts legal holidays excluded.
-----
1. Sweep all stairwells.
D-3
