1
EXHIBIT 10.19
THIS INDENTURE OF LEASE, made and entered into this 21st day of December,
1989 by and between XXXXXXX X. XXXXXX as he is Trustee of WALPOLE PARK SOUTH
(II) Trust under a Declaration of Trust dated August 10, 1988 filed with the
Norfolk Registry District of the Land Court as Document No. 554329 (hereinafter
referred to as "LESSOR"); and, NGS ASSOCIATES, INC., a Massachusetts corporation
having its principal office in Canton, Massachusetts, (hereinafter referred to
as "LESSEE").
WITNESSETH
That LESSOR, for and in consideration of the rent and all other charges
and payments hereinafter reserved and payable by LESSEE, and in consideration of
the covenants, agreements, terms provisions and conditions to be kept and
performed hereunder by LESSEE, does hereby demise and lease to LESSEE, and
LESSEE does hereby hire and take from LESSOR the premises hereinafter mentioned
and described, subject to the covenants, agreements, terms, provisions and
conditions of this Lease for the term hereinafter stated:
1. DESCRIPTION OF DEMISED PREMISES
The space, consisting of 5,021 square feet, substantially as outlined in
yellow on the plan annexed hereto as Exhibit 1 (hereinafter "PREMISES"), located
in the building known in the numbering as 00 XXXXXXX XXXX XXXXX, Xxxxxxx,
Xxxxxxxxxxxxx (hereinafter "BUILDING"). The Lease includes the LESSEE'S right to
use, the parking facilities of the Building for the parking of automobiles of
employees, customers, invitees, or licensees of LESSEE in common with other
tenants in the Building.
2. TERM OF LEASE
2.1 DEFINITIONS: As used in this Lease, the words "TERM COMMENCEMENT DATE"
is the date on which the Premises are ready for
2
LESSEE'S occupancy (as defined in Section 3.2 hereof) and as set forth in
Exhibit 2 hereof.
2.2 HABENDUM: TO HAVE AND TO HOLD the Premises for a term of years
commencing on Term Commencement Date and ending on the Termination Date as
stated in Exhibit 2 or on such earlier date upon which said term may expire or
be terminated pursuant to any of the conditions or other provisions of this
Lease, or pursuant to law (which date for the termination of the term hereof is
hereinafter referred to as TERMINATION DATE"), or any later date to which the
term of this Lease may become extended pursuant to the provisions of Section 28
of the Addenda hereto annexed (if the term of this Lease becomes extended, the
expression "term" as used in this Lease shall be deemed to include such extended
term).
2.3 DECLARATION FIXING TERM COMMENCEMENT DATE: As expeditiously as
possible after the Term Commencement Date, the LESSEE agrees upon request of the
LESSOR, to join in the execution, in recordable form, of a written declaration
in which shall be stated such Term Commencement Date and (if need be) the
Termination Date. If this Lease is terminated before the term expires, then upon
LESSOR'S request the parties shall execute, acknowledge, and deliver an
instrument acknowledging such fact and the date of termination of this Lease.
3. CONSTRUCTION - READINESS FOR OCCUPANCY
3.1 COMPLETION DATE: Subject to delays due to causes beyond the reasonable
control of the LESSOR, or by action or inaction of LESSEE, LESSOR shall use
reasonable speed and diligence in the construction of the Premises and shall use
his best efforts to have the Premises ready for LESSEE'S occupancy on or before
the Term Commencement Date, but nothing herein contained shall be construed to
create any liability on the part of the LESSOR for his failure, due to any cause
whatsoever, to have the Premises ready for occupancy on said date. If the Term
Commencement Date shall not have occurred on or before March 1, 1990, for any
reason, except failure on the part of the LESSEE to perform any of its
obligations hereunder, LESSEE may give LESSOR a thirty (30) day written notice
of termination (sent by registered or certified mail, return receipt requested),
and unless the Term Commencement Date shall have occurred within thirty (30)
days from the date of receipt of such notice, the obligations to the parties
hereto shall cease and terminate as of the thirtieth (30th) day next following
receipt of such notice.
3.2 WHEN PREMISES DEEMED READY: The Premises shall be conclusively deemed
ready for LESSEE'S occupancy as soon as the initial installations to be done by
LESSOR referred to in Exhibit 3 ("Building Standard Work") annexed hereto and
made a part hereof (hereinafter referred to as "BUILDING STANDARD WORK") in the
Premises have been substantially completed by LESSOR insofar as is practicable
in view of delays or defaults, if any, of LESSOR or his contractors, and the
-2-
3
facilities specified in Exhibit 3 are substantially available to LESSEE, in
accordance with the obligations assumed by LESSOR hereunder. The Premises shall
be not deemed to be unready for LESSEE'S occupancy or incomplete if only minor
insubstantial details of construction or mechanical adjustments remain to be
done in the Premises, or any part thereof (provided that LESSOR shall diligently
continue to complete all work required of him hereunder), or if the delay in the
availability of the Premises for occupancy is (i) due to special work, changes,
alterations, or additions required or made by LESSEE in the layout or finish or
the Premises or any part thereof other than as specified under Building Standard
Work (provided that LESSOR shall diligently continue to complete all work
required of him hereunder); or, (ii) caused in whole or in part by delay and/or
default on the part of LESSEE or its contractors.
3.3 PREPARATION OF PREMISES: Except as is otherwise herein provided or as
may be otherwise approved by the LESSOR, all work necessary to prepare the
Premises for LESSEE'S occupancy, including work to be performed at LESSEE'S
expense, shall be performed by contractors employed by LESSOR and all materials
and workmanship shall be in accordance with Building Standard Work. The term
"preparation of the Premises for LESSEE'S occupancy" shall include not only work
done within the Premises, but also related work out-side the Premises such as,
but not limited to, the installation of additional air conditioning equipment
and facilities to serve the Premises and additional risers, feeders, and wiring
or other electrical equipment to serve the Premises. If any work, including, but
not by way of limitation, installation of built-in equipment by the manufacturer
or distributor thereof, shall be performed by contractors not employed by
LESSOR, LESSEE shall take all reasonable measures to the end that such
contractors shall cooperate in all ways with LESSOR'S contractors and shall not
conflict in any other way with the performance of such work.
3.4 CONCLUSIVENESS OF LESSOR'S PERFORMANCE: LESSEE shall be conclusively
deemed to have agreed that LESSOR has performed all of his obligations
hereunder, unless not later than the end of the second calendar month next
beginning after the Term Commencement Date, LESSEE shall give LESSOR written
notice specifying the respects in which LESSOR has not performed any such
obligation. There shall be excluded from the scope of this section those
omissions or defects which could not reasonably have become apparent to LESSEE
within the time specified and those will be deemed to have been corrected unless
LESSEE shall have notified LESSOR thereof not later than the end of the sixth
calendar month next beginning after the Term Commencement Date.
4. USE OF PREMISES
4.1 IN GENERAL: LESSEE shall use and occupy the Premises only for the
purpose of conducting the use set forth in Exhibit 2 hereof and for no other
purpose.
-3-
4
LESSEE shall not use, or suffer or permit the use of, or suffer or permit
anything to be done in or anything to be brought into or kept in the Premises or
any part thereof (i) which would violate any of the covenants, agreements,
terms, provisions, and conditions of this Lease; (ii) for any unlawful purpose
or in any unlawful manner; or, impair or interfere with or tend to impair or
interfere with any of the Building services or the proper and economic heating,
air conditioning, or other servicing of the Building or Premises, or with the
use of any of the other areas of the Building by, or occasion discomfort,
inconvenience, or annoyance to, any of the other tenants or occupants of the
Building. LESSEE shall not install any electrical or other equipment of any kind
which, in the reasonable judgement of LESSOR, might cause any such impairment,
interference, discomfort, inconvenience, or annoyance. The installation and/or
use of business office machines normally incident to the type and size of
LESSEE'S business operations in the Premises shall not be deemed forbidden by
this Article 4.
4.2 SPECIFIC RESTRICTIONS:
(a) No part of the Premises shall be used for any of the following
purposes:-
(1) As a facility for the use, generation, treatment, storage or
disposal of hazardous materials, (as any one or more of such
terms are defined by General Laws, Chapter 21C; General Laws
Chapter 21E; Comprehensive Environmental Response Act;
Compensation and Recovery Act, 42 USC section 9601 et seq; the
Resource Conservation and Recovery Act of 1976, 42 USC section
6901, et seq; or, any of the rules and regulations promulgated
under the aforesaid), except for the use, generation,
treatment, or storage of those hazardous materials as to which
LESSOR has given his prior approval, and then only to the
extent that such materials are licensed and approved in
accordance with all applicable laws and regulations of all
governmental authorities having jurisdiction thereof.
(2) Any industrial use which discharges processed waste water on
site.
(3) Subsurface disposal of liquid or likable waste.
(4) Storage of petroleum or other refined petroleum products
except within those portions of the premises which will be
heated, or in vaulted tanks equipped with monitoring systems.
-4-
5
(5) Manufacture and/or the tanning of leather, but this
prohibition shall not exclude the manufacture of products made
from leather.
(6) Dry cleaning establishment.
(7) Manufacture or processing of paper from pulp.
(8) Manufacture of plastic from raw materials, but this
prohibition shall not exclude the manufacture of any type of
product made from plastic material.
(9) Steel mill or foundry.
(10) Manufacture of abrasives.
(11) Dyeing of textiles.
(b) No part of the Premises shall involve as a principal use any of
the following:-
(1) Processing, manufacture, or storage of chemicals.
(2) Printing of textiles.
(3) A laboratory which tests or analyzes biological or chemical
materials which are provided by others.
(4) Electroplating of products.
(5) Use of any volatile organic compound in any industry devoted
to the manufacture of electronic components unless the
following conditions are observed:
(i) In order to minimize spillage or leakage during the
process of loading or unloading, all loading/unloading
areas of any building in which the same shall be used,
shall be roofed, and the ground area immediately below
the same pitched to and provided with an in-ground
holding tank, constructed of material sufficient to
contain any spill or leak of any volatile organic
compound.
(ii) No volatile organic compound shall be stored in any room
or area of any building where any sink or open drain is
located.
-5-
6
4.3 SEWER USE DISCHARGE PERMIT: LESSEE understands that sanitary sewerage
from the Building will discharge into the Town of Walpole, MA sewer system which
is a tributary to that owned and/or controlled by the Massachusetts Water
Resources Authority ("MWRA"). The LESSEE further understands that discharge of
such sewerage is generally regulated under 360 CMR 10.000 and that the LESSEE
may be considered to be "user" thereunder. If, because of the LESSEE'S use of
the premises, it discharges or will discharge "industrial wastes" (as defined in
360 CMR 10.004) into the said sewer system, the LESSEE shall make prompt
application to the MWRA for a Sewer Use Discharge Permit so as to permit such
discharge and agrees to hold and save the LESSOR harmless and indemnified for
any claim, demand, or penalty asserted by the MWRA or others with respect to
such sewer discharge.
5. RENT
The LESSEE shall pay to the LESSOR, during the term of this Lease, the
yearly rent as stated in Exhibit 2 (hereinafter referred to as "YEARLY RENT"),
payable in equal monthly installments, as stated in said Exhibit 2, in advance,
on the first day of each month for and in respect of such month and at such rate
for such further time as LESSEE shall hold the Premises or any part thereof. The
rent reserved and covenanted to be paid under this Lease shall commence on the
Term Commencement Date. If, by reason of any provisions of this Lease, the rent
reserved hereunder shall commence on any day other than the first day of a
calendar month, the rent for such calendar month shall be prorated. The rent
shall be payable at the office of LESSOR or such place as LESSOR may designate,
without any setoff or deduction whatsoever.
6. UTILITIES
6.1 FACILITIES: LESSOR will supply or cause to be supplied to the
Premises, at no cost to LESSEE, at or prior to the Term Commencement Date, all
facilities for water (hot and cold); heating, ventilation, and air conditioning;
sprinkler; electricity; and sewer services required for LESSEE'S intended use of
the Premises (all as set forth and described in Building Standard Work annexed
hereto as Exhibit 3), and where feasible such utilities and services shall be
separately metered.
6.2 ADDITIONS TO ELECTRICAL SYSTEM: If LESSEE shall require electric
current or facilities for use in the premises in excess of what is provided in
Exhibit 3 hereof, LESSOR, upon written request and at the sole cost and expense
of LESSEE, will furnish and install such additional wire, conduits, feeders,
switchboards, and appurtenances as reasonably may be required to supply such
additional requirements of LESSEE if current therefore be available to LESSOR,
provided that the same shall be permitted by applicable laws and insurance
regulations, and shall not cause permanent damage or injury to the Building or
the Premises, or cause or create a dangerous or hazardous condition, or entail
excessive or unreasonable
-6-
7
alterations or repairs, or interfere with or disturb other tenants or occupants
of the Building. LESSEE agrees that it will not make any material alteration or
material addition to the electrical equipment and/or appliances in the Premises
without the prior written consent of LESSOR in each instance first obtained.
6.3 PAYMENT OF CHARGES: LESSEE shall pay when due all charges for water,
gas, sewer, electricity, heating fuels, power, and any other services supplied
to it at the Premises directly to the utility company, supplier, or provider
providing the same.
7. COMMON AREAS
7.1 RIGHT TO USE: LESSOR grants to LESSEE in common with other tenants
within the Building, and their agents, employees, licensees, customers, and
persons doing work for or business with them, the right to use the common areas
(hereinafter referred to as "COMMON AREAS") consisting of the parking areas,
roadways, pathways, sidewalks, entrances, and exits designated by LESSOR for
common use of the Building, subject to the terms and conditions of this Lease.
7.2 MAINTENANCE OF COMMON AREAS: The LESSOR or his managing agent shall
maintain the Common Areas and, in connection therewith, shall have the right to
incur, in his sole discretion, such reasonable expenses as may be required (i)
to maintain and keep in good repair (including the making of any necessary
replacements) all portions of the Common Areas; (ii) to keep the Common Areas
reasonably free from accumulated snow, ice, and refuse, and open for use and
fully lighted during all business hours.
7.3 CONTROL OF COMMON AREAS: The Common Areas shall be subject to the
exclusive control and management of LESSOR and LESSOR shall have the right to
establish, modify, change, and enforce reasonable rules and regulations with
respect to the Common Areas and LESSEE agrees to abide by and conform with such
rules and regulations. LESSEE agrees that it and its employees will park their
trucks, delivery vehicles and automobiles only in such of the parking areas as
LESSOR may from time to time designate for that purpose. LESSOR shall have the
right to close any part of the Common Areas for such time as may be necessary to
clean and repair the same, and to close any part of the parking area for such
time as LESSOR deems necessary in order to discourage noncustomer parking and to
do other things in the parking areas as LESSOR in her discretion deems
reasonable and necessary for the benefit of the Building.
8. ADDITIONAL RENT
8.1 DEFINITIONS: As used in this Article 8, the words and terms which
follow mean and include the following:
-7-
8
(a) "LESSEE'S PROPORTIONATE SHARE" shall mean a fraction having as
numerator the Rentable Area and having as denominator the Building Rentable Area
as stated in Exhibit 2.
(b) "TAXES" shall mean the real estate taxes and assessments imposed
upon the Building and any and all other taxes, levies, betterments, assessments,
and charges arising from the ownership and/or the operation of said Building
which are or shall be imposed by national, state, municipal or other
authorities, and which are or may become a lien upon the Building. If, due to a
future change in the method of taxation, any franchise, income, or profit tax
shall be levied against LESSOR in substitution for or in lieu of any tax which
would otherwise constitute a real estate tax, such franchise, income, or profit
tax shall be deemed to constitute "taxes" for the purpose hereof. The word
"Taxes" shall exclude any special assessments which are imposed for benefits
rendered to the Building such as a sidewalk assessment, regardless of how
labeled or identified.
(c) "TAX YEAR" shall mean the twelve (12) month period commencing on
July 1 immediately preceeding the Term Commencement Date, and each twelve (12)
month period commencing on an anniversary of said date during the term of this
Lease.
(d) "OPERATING COSTS" shall mean all reasonable costs incurred and
expenditures of whatever nature made by the LESSOR in the operation and
management, repair, and maintenance of the Building; related equipment,
facilities, and appurtenances; as well as maintenance of all exterior portions
of the Building, and including, not limited to, the following:
Taxes:
Federal Social Security, Unemployment and Old Age Taxes and contributions,
and Massachusetts Unemployment taxes and contributions accruing to and
paid by the LESSOR on account of all employees of the LESSOR who are
employed in, about, or on account of the Building, except that taxes
levied upon the net income of the LESSOR, and taxes withheld from
employees, and Taxes shall not be included herein.
Water:
All charges and rates connected with water supplied to the Building and
related sewer use charges, to the extent such charges and rates are paid
for by LESSOR.
-8-
9
Supplies and Materials:
All supplies and materials used in the operation and maintenance of the
Building, Common Areas, and surrounding areaways.
Wages:
Wage and cost of all employee benefits of all employees of the LESSOR who
are employed in, about or on account of the Building.
Maintenance:
The cost of all outside contractors and all, maintenance and service
agreements with respect to the Building, Common Areas, and surrounding
areaways; maintenance, repairs, and replacement of equipment used for
servicing.
Electricity:
The cost of all electric current for the operation of any machine,
appliance, or device used in connection with the operation of the
Building, including the cost of electric current for exterior public
lights.
Insurance, etc.:
Fire and extended coverage, casualty, liability, and such other insurance
as may be required by any lending institution in connection with the
Building and the Common Areas, and all other expenses customarily incurred
in connection with the operation and maintenance of first-class buildings
in the Metropolitan Boston area.
Management:
All fees and costs incurred in respect of the management of the Building.
"Operating Costs" shall include only reasonable and bona fide expenses actually
incurred by LESSOR and shall not include any of the following: executive
salaries; charges, which under this Lease, would be chargeable to a specific
tenant of the Building; leasing commissions; interest; depreciation; or other
expenses relating to ownership as distinguished from the operation and/or
management of the Building.
(e) "COMPUTATION YEAR" shall mean the twelve (12) month period
beginning on the date of January 1 immediately prior to the Term Commencement
Date and each twelve (12) month period commencing on an anniversary of said date
during the term of this Lease. If the Term Commencement
-9-
10
Date or the Termination Date occurs during a Computation Year, the LESSEE shall
be liable for only a portion of the Operating Costs in respect to such
Computation Year, represented by a fraction, the numerator of which shall be the
number of days of the herein term which falls within the Computation Year, and
the denominator of which shall be three hundred and sixty-five (365).
(f) "TAX STATEMENT" and "OPERATING COST STATEMENT" shall mean a
statement in writing signed by LESSOR, setting forth the amounts payable by
LESSEE for a specified Tax or Computation Year, respectively, pursuant to this
Section 8.
8.2 PAYMENT OF TAXES BY LESSEE:
(a) In each Tax Year, the LESSEE shall pay to LESSOR, LESSEE'S
Proportional Share of Taxes in the manner as hereinafter set forth.
(b) Estimated payments on account of LESSEE'S Proportionate Share of
Taxes, (as reasonably estimated by the LESSOR) shall be made monthly by the
LESSEE and at the time and in the fashion provided in this Lease for the payment
of Yearly Rent. Such monthly payment shall be sufficient to provide LESSOR by
the end of each Tax Year with a sum equal to LESSEE'S Proportionate Share of
Taxes for such Tax Year. Promptly after the receipt of the Tax xxxx, LESSOR
shall provide LESSEE with a Tax Statement. If the total of the estimated
payments theretofore made by LESSEE for the Tax Year exceed the required
payments on account thereof for such year, LESSOR shall credit the amount of
overpayment against subsequent obligations of LESSEE on account of Taxes (or
refund such overpayment if the Term of this Lease has ended and LESSEE has no
further obligations to LESSOR); but, if the aggregate of the monthly payments
made by the LESSEE for such Tax Year are less than the LESSEE'S Proportionate
Share of Taxes, LESSEE shall pay the balance of said amount to LESSOR within
thirty (30) days after being so advised by LESSOR. LESSOR shall have the same
rights and remedies for non-payment by LESSEE of any payments due on account of
such Taxes as LESSOR has under this Lease for failure of LESSEE to pay Rent.
(c) If the Term Commencement Date or the Termination Date occurs
during a Tax Year, the LESSEE shall be liable for only that portion of Taxes in
respect of such Tax Year represented by a fraction, the numerator of which shall
be the number of days of the herein term which falls within the Tax Year, and
the denominator of which shall be three hundred sixty-five (365). In the event
the first day of the Tax Year should be changed after the Term Commencement Date
to a day other than July 1 so as to change the twelve (12) month period
comprising the Tax year, in determining Taxes due from the LESSEE hereunder with
respect to Taxes payable for the period between July 1 and such changed first
day of the Tax Year, such amount of Taxes shall be multiplied by a fraction, the
numerator of which shall
-10-
11
be the number of days elapsing during such period, and the denominator of which
shall be three hundred sixty-five (365).
8.3 PAYMENT OF OPERATING COSTS BY LESSEE:
(a) In each Computation Year, the LESSEE shall pay to LESSOR,
LESSEE'S Proportionate Share of Operating Costs in the manner as hereinafter set
forth.
(b) Estimated payments by LESSEE on account of LESSEE'S
Proportionate Share of Operating Costs shall be made monthly by the LESSEE and
at the time and in the fashion provided in this Lease for the payment of Yearly
Rent. Such monthly payment (to be reasonably estimated by the LESSOR) shall be
sufficient to provide LESSOR by the end of each Computation Year with a sum
equal to LESSEE'S Proportionate Share of Operating Costs pursuant to
subparagraph (a) hereof for such Computation Year. Promptly after the end of
each Computation Year, LESSOR shall submit to LESSEE a reasonably detailed
Operating Cost Statement for such year. If the estimated payments theretofore
made for such Computation Year by LESSEE exceed LESSEE'S required payment on
account thereof for such year, according to such statement, LESSOR shall credit
the amount of overpayment against subsequent obligations of LESSEE with respect
to Operating Costs (or refund such overpayment if the Term of this Lease has
ended and LESSEE has no further obligation to LESSOR); but, if the aggregate of
the monthly payments made for such Computation Year are less than the LESSEE'S
Proportionate Share of Operating Costs, LESSEE shall pay the balance of said
amount to LESSOR within thirty (30) days after being so advised by LESSOR.
LESSOR shall have the same rights and remedies for the nonpayment by LESSEE of
any payments due on account of Operating Costs as LESSOR has hereunder for the
failure of LESSEE to pay Rent.
9. CHANGES OR ALTERATIONS BY LESSOR
LESSOR reserves the right at any time and from time to time, without the
same constituting an actual or constructive eviction, and without incurring any
liability to LESSEE therefor, or otherwise affecting LESSEE'S obligations under
this Lease, to make such changes, alterations, additions, improvements, repairs,
or replacements in or to the Building (including the Premises) and the fixtures
and equipment thereof, as well as in or to the outside areas, and entrances,
thereof, as he may deem necessary or desirable, provided, however, that there be
no unreasonable obstruction of the right of, access to, or unreasonable
interference with, the use and enjoyment of the Premises by LESSEE. Nothing
contained in this Section 9 shall be deemed to relieve LESSEE of any duty,
obligation, or liability of LESSEE with respect to making any repair,
replacement, or improvement, or complying with any law, order, or requirement of
any government or other authority.
-11-
12
10. FIXTURES, EQUIPMENT, AND IMPROVEMENTS -- REMOVAL BY LESSEE
All fixtures, equipment, improvements, and appurtenances attached to or
built into the Premises prior to or during the term, whether by LESSOR at his
expense or at the expense of LESSEE (either or both), or by LESSEE, shall be and
remain part of the premises and shall not be removed by LESSEE at the end of the
term unless otherwise expressly provided in this Lease. Where not built into the
Premises, and if furnished and installed by and at the sole expense of LESSEE,
all removable electric fixtures, carpets, drinking or tap water facilities,
furniture, or trade fixtures, or business equipment shall not be deemed to be
included if such fixtures, equipment, improvements, and appurtenances, and may
be, and upon the request of LESSOR will be, removed by LESSEE upon the condition
that such removal shall not materially damage the premises or the Building, and
that the cost of repairing any damage to the premises or the Building arising
from such removal shall be paid by LESSEE; provided however, that any such items
as toward which LESSOR shall have granted any allowance or credit to LESSEE
shall be deemed not to have been furnished and installed in the Premises by or
at the sole expense of LESSEE.
11. ALTERATIONS AND IMPROVEMENTS BY LESSEE AFTER TERM COMMENCEMENT DATE
LESSEE shall make no structural alterations, decorations, installations,
removals, additions, or improvements in or to the Premises after the Term
Commencement Date without LESSOR'S prior written consent and then only by
contractors or mechanics engaged on LESSEE'S behalf, by LESSOR. No such
installations or work shall be undertaken or begun by LESSEE until LESSOR has
approved written plans and specifications therefor, and no amendments or
additions to such plans and specifications shall be made without the prior
written consent of LESSOR. Any such work, alterations, decorations,
installations, removals, additions, and improvements shall be done at LESSEE'S
sole expense and at such times and in such manner as LESSOR may from time to
time designate. If LESSEE shall make any alterations, decorations,
installations, removals, additions, or improvements, then LESSOR may require the
LESSEE at the expiration of this Lease to restore the Premises to substantially
the same condition as existed on the Term Commencement Date. LESSOR'S consents
and approvals called for in this Section 11 shall in no instance be unreasonably
withheld or delayed.
12. REPAIRS TO PREMISES
12.1 REPAIRS BY LESSEE: LESSEE shall keep all and singular the Premises in
such repair, order, and condition as the same are in on the Term Commencement
Date or may be put in during the term hereof, reasonable use and wearing thereof
and damage by fire or by casualty insured against only excepted. LESSEE shall
make, as and when needed as a result of misuse by, or neglect or improper
conduct
-12-
13
of, LESSEE or LESSEE'S servants, employees, agents, or licensees, or otherwise,
all repairs in and about the Premises necessary to preserve them in such repair,
order, and condition, which repairs shall be in quality and class equal to the
original work. LESSOR may elect, at the expense of LESSEE, to make any such
repairs or repair any damage or injury to the Building or the Premises caused by
moving property of LESSEE in and out of the Building, or by installation or
removal of furniture or other property, or by misuse by, or neglect, or improper
conduct of LESSEE or LESSEE'S servants, employees, agents, or licensees outside
the Premises but affecting LESSEE'S use and enjoyment of the Premises, excluding
any repairs required to be made in or damage in the Premises by the LESSOR, as
set forth in section 12.2 hereof.
12.2 REPAIRS BY LESSOR: All repairs required in the Premises occasioned by
action of the elements or by matters ordinarily covered by LESSOR'S fire and
extended coverage insurance, but excluding repairs becoming necessary as the
result of misuse or negligence on the part of LESSEE or LESSEE'S employees,
agents, or licensees, shall be made by and at the expense of LESSOR. LESSOR
agrees to keep in good order, condition, and repair, including replacements
thereof as and when necessary (i) the structural elements of the Premises which
includes all footings, foundations, floor slabs, columns, girders, mullions,
loadbearing exterior walls; and, (ii) the roofing system of the Premises which
includes support members, membrane assembly, flashings, roof insulation
assembly, hatches, sleeves, vents, and brackets.
13. INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION
13.1 PUBLIC LIABILITY INSURANCE: LESSEE shall procure, keep in force, and
pay for comprehensive public liability insurance (hereinafter referred to as
"LIABILITY INSURANCE") indemnifying LESSOR and LESSEE against all claims and
demands for injury to or death of persons or damage to property which may be
claimed to have occurred upon the Premises, or in or about the common areas of
the Building which arise out of the LESSEE'S use and occupancy of the Premises,
in amounts which shall be in a combined single limit for bodily injury or death
and for property damage ("Broad Form" endorsement, so-called), in a sum of not
less than ONE MILLION DOLLARS ($1,000,000) DOLLARS.
13.2 HAZARD INSURANCE: During the term of this lease, LESSOR shall keep
the Building including any improvements which may be made by LESSOR in the
Premises including, but not limited to, painting, light fixtures, floor
covering, and partitions, if installed by LESSOR, to the extent that the same
are customarily insurable as part of the realty and may be covered by LESSOR'S
insurance, insured against loss or damage by fire and any of the casualties
included in the broadest standard form obtainable of extended coverage or
supplementary contract endorsements.
-13-
14
13.3 CERTIFICATE OF INSURANCE: All such insurance shall be effected with
insurers authorized to do business in Massachusetts under valid and enforceable
policies. The Liability Insurance shall name LESSOR and LESSEE as the insureds,
as their respective interests appear, and shall provide that it shall not be
cancelled without at least thirty (30) days prior written notice to each insured
named therein. Not less than fifteen (15) days prior to the expiration date of
each expiring policy of Liability Insurance, original copies of such policies
issued by the respective insurers, or certificates of such policies setting
forth in full the provisions thereof and issued by such insurers, together with
evidence satisfactory to LESSOR of payment of all premiums for such policies,
shall be delivered by LESSEE to LESSOR and certificates as aforesaid of such
policies shall upon request of LESSOR be delivered by LESSEE to the holder of
any mortgage affecting the Building. LESSEE may provide Liability Insurance as
an endorsement to any of its blanket policies.
13.4 GENERAL: LESSEE will save LESSOR harmless, and will exonerate and
indemnify LESSOR from and against any and all claims, liabilities, or penalties
asserted by or on behalf of any person, firm, corporation, or public authority;
(a) On account of, or based upon any injury to person, or loss of or
damage to property, sustained or occurring on the Premises on account of, or
based upon, the act, omission, fault, negligence, or misconduct of the LESSEE,
its employees, agents, and invitees.
(b) On account of, or based upon any injury to person, or loss of or
damage to property, sustained or occurring elsewhere (other than on the
Premises), in or about the Building, and, in particular and without limiting the
generality of the foregoing, in or about the Common Areas, surrounding areaways,
roof, or other appurtenances and facilities used in connection with the Building
or Premises, arising out of the use or occupancy of the Premises by the LESSEE
or by any person claiming by, through, or under LESSEE, on account of or based
upon the act, omission, fault, negligence, or misconduct of all such persons
other than LESSOR and those for whose conduct the LESSOR is legally responsible.
(c) On account of or based upon (including monies due on account of)
any work or thing whatsoever done by the LESSEE, its employees, agents, and
invitees (other than by LESSOR or his contractors, or agents or employees of
either) on the Premises during the term of this Lease and during the period of
time, if any, prior to the Term Commencement Date that LESSEE may have been
given access to and used the Premises; and, in respect to any of the matters set
forth in subsections (a) and (b) hereof, from and against all cost expenses
(including reasonable attorney's fees) and liabilities incurred in or in
connection with any such claim, or any action, or proceeding brought thereon;
and in case any action or proceeding by brought against LESSOR by reason of such
claim, LESSEE, upon notice from LESSOR shall, at LESSEE'S expense, resist or
defend such action or proceeding and employ such
-14-
15
counsel therefore reasonably satisfactory to LESSOR, it. being agreed that such
counsel as may act for insurance underwriters of LESSEE engaged in such defense,
shall be deemed satisfactory. Nothing in this Lease shall be construed to
require LESSEE to indemnify LESSOR against the consequences of any act,
omission, fault, negligence, or misconduct of LESSOR or those for whose conduct
LESSOR is legally responsible, and the LESSOR shall indemnify the LESSEE for or
in respect of such conduct.
13.5 PROPERTY OF LESSEE: In addition to and not in limitation of the
foregoing, LESSEE covenants and agrees that all merchandise, furniture,
fixtures, and property of every kind, nature, and description which may be in or
upon the Premises or Building, or on the Common Areas, surrounding areaways, or
approaches adjacent thereto, during the term hereof, shall be at the sole risk
and hazard of LESSEE, and that if the whole or any part thereof shall be
damaged, destroyed, stolen, or removed due to any cause or reason whatsoever, no
part of said damage or loss shall be charged to or borne by LESSOR.
13.6 BURSTING OF PIPES, ETC.: LESSOR shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, electrical disturbance, water, rain, or snow leaks from
any part of the Premises or the Building or from the pipes, appliances, or
plumbing works or from the roof, street, or sub-surface, or from any other place
by dampness or by any other cause of whatever nature; nor shall LESSOR or his
agents be liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any private, public, or
quasi-public work; nor shall LESSOR be liable for any latent defect in the
Premises or in the Building.
13.7 REPAIRS AND ALTERATIONS: There shall be no allowance to LESSEE for
diminution of rental value of the Premises and no liability on the part of
LESSOR by reason of inconvenience, annoyance, or injury to LESSEE arising from
any repairs, alterations, additions, replacements, or improvements made by
LESSOR, LESSEE, or others in any portion of the Building or Premises, or in or
to the fixtures, appurtenances, or equipment thereof, or for failure of LESSOR
or others to make any repairs, alterations, additions, or improvements in or to
any portion of the Building or to the Premises, or in or to the fixtures,
appurtenances, or equipment thereof.
14. ASSIGNMENT AND SUBLETTING
14.1 PROHIBITION: LESSEE covenants and agrees that neither this Lease nor
the term and estate hereby granted, nor any interest herein or therein, will be
assigned, mortgaged, pledged, encumbered, or otherwise transferred (including
without limitation, transfers by operation of law) and that neither the Premises
nor any part thereof will be encumbered in any manner by reason of any act or
omission on the part of LESSEE, or used or occupied or permitted to be used or
occupied by
-15-
16
anyone other than LESSEE, or be sublet (which term without limitation, shall
include granting of concessions, licenses, and the like) in whole or in part,
without, in each instance, having first received the express written consent of
LESSOR which shall not be unreasonably withheld or delayed, except that no such
consent shall be required for an assignment or sublease to LESSEE'S affiliates.
It shall be a condition of the validity of any assignment (whether the LESSOR'S
written consent is required or not, as aforesaid) that the assignee agrees
directly with LESSOR, by written instrument in form satisfactory to LESSOR, to
be bound by all the obligations of LESSEE hereunder including, without
limitation, the covenant against further assignment and subletting. No
assignment or subletting shall relieve LESSEE from its obligations hereunder and
LESSEE shall remain fully and primarily liable therefor.
14.2 NO WAIVER: If this Lease be assigned, or if the Premises or any part
thereof be sublet or occupied by anyone other than LESSEE, LESSOR may, at any
time and from time to time, collect rent and other charges from the assignee,
subtenant, or occupant, and apply the net amount collected to the rent and other
charges herein reserved, but no such assignment, subletting, occupancy, or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, subtenant, or occupant as a tenant or the release of LESSEE from the
further performance by LESSEE of its obligations hereunder. The consent by
LESSOR to an assignment or subletting shall in no way be construed to relieve
LESSEE or any successor from obtaining the express consent in writing of LESSOR
to any further assignment of this Lease or subletting of all or a portion of the
Premises.
15. MISCELLANEOUS COVENANTS
LESSEE covenants and agrees as follows:
15.1 ACCESS TO PREMISES: LESSEE shall (i) permit LESSOR to erect, use, and
maintain pipes, ducts, and conduits in and through the Premises, provided the
same do not materially reduce the floor area or materially or adversely affect
the LESSEE'S use of the same; (ii) permit the LESSOR, any mortgagee of the
Building and its representatives, and any authorized representative of the
Walpole Board of Health to have free and unrestricted access to and to enter
upon the Premises at all reasonable hours for the purpose of inspection, or for
making repairs, replacements, or improvements in or to the Building, or the
equipment thereof (including without limitation, sanitary, electrical, or other
systems), or to determine compliance with all laws, orders, and requirements of
governmental or other authority, or exercising any right reserved to LESSOR
under this Lease (including the right during the progress of any such repairs,
replacements, or improvements, or while performing work and furnishing materials
in connection with compliance with any such laws, orders, or requirements, to
take upon or through or to keep and store within the Premises all necessary
materials, tools, and equipment); and, (iii) permit LESSOR, at reasonable times,
to show the Premises during ordinary business hours to any mortgagee,
-16-
17
prospective lessee, prospective purchaser, prospective mortgagee, or prospective
assignee of any mortgage of the Building, and during the period of twelve (12)
months next preceding the Termination Date to any person contemplating the
leasing of the Premises or any part thereof. If LESSEE shall not be personally
present to open and permit entry into the Premises at any time when for any
reason an entry therein shall be necessary or permissible, LESSOR or LESSOR'S
agents may, in an emergency situation, enter the same by a master key, or may
forcibly enter the same, without rendering LESSOR or such agents liable therefor
(if during such entry LESSOR or LESSOR'S agents shall accord reasonable care to
LESSEE'S property), and without in any manner affecting the obligations and
covenants of this Lease. The rights provided for in subsections (i), (ii) and
(iii) hereof shall be exercised upon reasonable notice (telephonic or otherwise)
if the same is practicable, and with minimum practicable interference with the
conduct of the LESSEE'S business in the Premises.
15.2 ACCIDENTS TO SANITARY AND OTHER SYSTEMS: LESSEE shall give to LESSOR
prompt notice of any fire or accident occurring in the Premises, and of any
damage to, or defective condition in, any part of the Premises' sanitary,
electrical, heating, or other systems located in or passing through the
Premises, but if the damage or defective condition was caused by LESSEE or by
the employees, licensees, or invitees of LESSEE, the cost to remedy the same
shall be paid by LESSEE. LESSEE shall not be entitled to claim any eviction from
the Premises or any damages arising from any such damage or defect unless the
same shall have been occasioned by the negligence of LESSOR, his agents,
servants, or employees, and in case of a claim of eviction, unless such damage
or defective condition shall have rendered the Premises untenantable and the
Premises shall not have been made tenantable by LESSOR within a commercially
reasonable period of time.
15.3 SIGNS: No signs may be installed on or in any window of the Premises
by LESSEE. No other signs shall be permitted in or about the Premises or
Building Without the written approval of the LESSOR which approval shall not be
unreasonably withheld or delayed. Said exterior sign shall in all events conform
to the requirements of Exhibit 4 hereof.
15.4 INFLAMMABLE - ODORS: LESSEE shall not bring or permit to be brought
or kept in or on the Premises or elsewhere in the Building, any flammable,
combustible, or explosive fluids, material, chemical substances, or cause or
permit and odors of cooking or other processes, or any unusual or other
objectionable odors to emanate from or permeate the Premises.
15.5 REQUIREMENTS OF LAW - FINES AND PENALTIES: LESSEE at its sole expense
shall comply with all laws, rules, orders and regulations of federal, state,
county, and municipal authorities and with any direction of any public officer
or officers, pursuant to law, which shall impose any duty upon LESSOR or LESSEE
-17-
18
arising out of LESSEE'S use or occupancy of the Premises. LESSEE shall reimburse
and compensate LESSOR for all expenditures made by, or damages or fines
sustained or incurred by LESSOR, due to nonperformance or noncompliance with, or
breach or failure to observe any term, covenant, or condition of this Lease upon
LESSEE'S part to be kept, observed, performed, or complied with.
15.6 LESSEE'S ACTS - EFFECT ON INSURANCE: LESSEE shall not do or permit to
be done any act or thing upon the Premises nor elsewhere in the Building which
will invalidate or be in conflict with any insurance policies covering the
Building and the fixtures and property therein; and shall not do, or permit to
be done, any act or thing upon the Premises or Building which shall or might
subject LESSOR to any liability or responsibility for injury to any person or
persons or to property by reason of any business or operation being carried on
upon said Premises, or for any other reason. LESSEE at its own expense shall
comply with all rules, orders, regulations, or requirements of the Board of Fire
Underwriters, or any other similar body having jurisdiction, and shall not (i)
do, or permit anything to be done, in or upon the Premises, or bring or keep
anything therein, except as now or hereafter permitted by the Fire Department,
Board of Fire Underwriters, any fire insurance rating organization, or other
authority having jurisdiction, and then only in such quantity and manner of
storage as will not increase the rate for any insurance applicable to the
Building; or, (ii) use the Premises in a manner which shall increase such
insurance rates on the Building or on property located therein, over that
applicable at the commencement of this Lease. If by reason of failure of LESSEE
to comply with the provisions hereof, the insurance rate applicable to any
policy of insurance shall at any time thereafter be higher than it otherwise
would be, then LESSEE shall reimburse LESSOR for that part of any insurance
premiums thereafter paid by LESSOR, which shall have been charged because of
such failure by LESSEE.
Under Sections 15.5 and 15.6 hereof, there shall be no duty on LESSEE to
make any structural change or to make any other change in the Premises unless
required because of the manner in which LESSEE shall be using the Premises.
16. DAMAGE BY FIRE OR OTHER CASUALTY
If the Premises or any part thereof shall be damaged by fire or other
casualty, LESSOR shall proceed with reasonable diligence, and at the expense of
LESSOR (but only to the extent of insurance proceeds made available to LESSOR by
any mortgagee of the Building), to repair or cause to be repaired such damage;
provided, however, in respect of such alterations, decorations, additions, and
improvements originally made or installed by LESSEE at LESSEE'S expense as shall
have been damaged by such fire or other casualty, and which (in the judgment of
LESSOR) can more effectively be repaired as an integral part of the repair work
in the Premises, that the repairs to such LESSEE'S alterations, decorations,
additions, and improvements shall be performed by LESSOR but at LESSEE'S
expense. All repairs to and replacements
-18-
19
of property which LESSEE is entitled to remove as in Article 10 provided, shall
be made by at the expense of LESSEE. If the Premises or any part thereof shall
have been rendered unfit for use and occupation hereunder by reason of such
damage, the Yearly Rent or a just and proportionate part thereof according to
the nature and extent to which the Premises shall have been so rendered unfit,
shall be suspended or abated from the date of the occurrence of such casualty
until the Premises (except as to the property which is to be repaired by or at
the expense of LESSEE) shall have been restored as nearly as practicably may be
to the condition in which they were immediately prior to such fire or other
casualty; provided, however, that if LESSOR or any mortgagee of the Building
shall be unable to collect the insurance proceeds (including any rent insurance
proceeds) applicable to such damage because of some action or inaction on the
part of LESSEE, or the employees, licensees, or invitees of LESSEE, the cost of
repairing such damage shall be paid by LESSEE and there shall be no abatement of
rent. LESSOR shall not be liable for delays in the making of any such repairs
which are due to government regulations, casualties, strikes, unavailability of
labor and materials, and other causes beyond the reasonable control of LESSOR,
nor shall LESSOR be liable for any inconvenience or annoyance to LESSEE or
injury to the business of LESSEE resulting from delays in repairing such damage.
If (i) the Premises are so damaged by such fire or other casualty at any time
during the last twelve (12) months of the term hereof that the cost to repair
such damage (as reasonably estimated by the LESSOR) is likely to exceed
one-third of the total Yearly Rent for the period from the estimated date of
restoration until the Termination Date; or (ii) the Building (whether or not
including any portion of the Premises) is so damaged by such fire or other
casualty that substantial alteration or reconstruction of the Building shall in
LESSORS judgement be required, then and in either of such events, this Lease and
the term hereof may be terminated at the election of LESSOR by a notice in
writing of his election so to terminate which shall be given by LESSOR to LESSEE
within sixty (60) days following such fire or other casualty, the effective
termination date of which shall be not less than thirty (30) days after the date
on which such termination notice is received by LESSEE. If the Premises are
damaged by fire or other casualty, and are not substantially restored to its
original condition within a period of sixty (60) days therefrom, the LESSEE may,
by notice in writing to LESSOR cancel and terminate this Lease on account
thereof. In the event of any such termination, this Lease and the term hereof
shall expire as of such effective termination date as though that were the
Termination Date as stated in Exhibit 2, and the Yearly Rent shall be
apportioned as of such date; and, if the Premises or any part thereof shall have
been rendered unfit for use and occupation by reason of such damage, the Yearly
Rent for the period from the date of occurrence of such fire or other casualty
to the effective termination date, or a just and proportionate part thereof,
according to the nature and extent to which the Premises shall have been so
rendered unfit, shall be abated. Any abatement of rent pursuant to this section,
whether total or partial, shall extend to all rent items called for by this
Lease whether "yearly" or otherwise.
-19-
20
17. WAIVER OF SUBROGATION RIGHTS
The LESSOR discharges and releases the LESSEE, his agents or employees, to
the extent of the LESSOR'S insurance coverage, for and on account of any and all
claims and liabilities arising out of any loss or damage during the term hereof,
or any extension thereof, to any property of the LESSOR caused by fire and such
risks as are customarily comprehended by the term "extended coverage" in
endorsements to fire insurance policies; and (ii) such other risks as are
covered by insurance which the LESSOR may desire to procure.
The LESSEE discharges and releases the LESSOR, his agents or employees, to
the extent of LESSEE'S insurance coverage for and on account of any and all
claims and liabilities arising out of any loss or damage during the term hereof,
or any extension hereof, to any property of the LESSEE caused by (i) fire and
such risks as are comprehended by the term "extended coverage" in endorsements
to fire insurance policies; and (ii) such other risks as are covered by
insurance which the LESSEE may desire to procure.
In consideration of the foregoing, each of the parties hereto agrees with
the other party (i) that such insurance as may be in effect during the term of
this Lease, or any extensions thereof, shall include a clause or endorsement
which provides in substance that the insurance company waives any right or
subrogation which it might otherwise have against the LESSOR or the LESSEE, as
the case may be; and, (ii) upon demand of the other party for any extra premium
costs, if any, incurred in obtaining such clause or endorsement.
Upon demand in writing made by either party hereto, the other party agrees
to furnish to it a statement of the amount and type of such insurance coverage
and the names of the insurance companies and to request its insurance companies
to give notice to such other party of any cancellation or discontinuance of any
part of such coverage.
18. CONDEMNATION -- EMINENT DOMAIN
In the event that the Premises or any part thereof, or the whole or any
part of the Building (including within such term the Common Areas thereof shall
be taken or appropriated by eminent domain or shall be condemned for any public
or quasi-public use, or (by virtue of any such taking, appropriation, or
condemnation) shall suffer any damage (direct, indirect, or consequential) for
which LESSOR or LESSEE shall be entitled to compensation, then (and in any such
event ) this Lease and the term hereof may be terminated at the election of
LESSOR or LESSEE by a notice in writing of his or its election so to terminate
which shall be given to the other party within sixty (60) days following the
date on which LESSOR shall have received notice of such taking, appropriation,
or condemnation.
-20-
21
Upon the giving of any such notice of termination (either by LESSOR or
LESSEE) this Lease and the term hereof shall terminate on or retroactively as of
the date on which LESSEE shall be required to vacate any part of the Premises,
or shall be deprived of a substantial part of the means of access thereto;
provided, however, that LESSOR may in LESSOR'S notice elect to terminate this
Lease and the term hereof retroactively as of the date on which such taking,
appropriation, or condemnation became legally effective. In the event of any
such termination, this Lease and the term hereof shall expire as of such
effective termination date and the Yearly Rent shall be apportioned as of such
date: If neither party (having the right so to do) elects to so terminate,
LESSOR will, with reasonable diligence and at LESSOR'S expense, restore the
remainder of the Premises, or the remainder of the means of access thereto, as
nearly as practicably may be to the same condition as obtained prior to such
taking, appropriation, or condemnation, in which event (i) the Rentable Area and
Yearly Rent, according to the nature and extent of the taking, appropriation, or
condemnation, and the resulting permanent injury to the Premises, or the means
of access thereto, shall be permanently abated; and, (ii) a just proportion of
the remainder of the Yearly Rent, according to the nature and extent of the
taking, appropriation, or condemnation and the resultant injury sustained by the
Premises or the means of access thereto, shall be abated until what remains of
the Premises or the means of access thereto, shall have been restored as full as
may be for permanent use and occupation by LESSEE hereunder. There is expressly
reserved to LESSOR all rights to compensation and damages created, accrued, or
accruing by reason of any such taking, appropriation or condemnation, in
implementation and confirmation of which LESSEE does hereby acknowledge that
LESSOR shall be entitled to receive all such compensation and damages, grants to
LESSOR all and whatever rights (if any) LESSEE may have to such compensation and
damages, and agrees to execute and deliver all and whatever further instruments
of assignment as LESSOR may from time to time request.
If part of the Building but not any part of the Premises, or if any part
of the Common Areas of the Building shall be taken or appropriated by eminent
domain or condemned for any public or quasi-public use, LESSOR'S right to
terminate this Lease pursuant to this Section may be exercised only if LESSOR
shall reasonably determine that the continued operation of the Building or what
may remain thereof would not be economically feasible.
Upon the giving of any notice of termination under this Section 18,
whether by LESSOR or LESSEE, the term of this Lease shall end upon LESSEE'S
vacating the Premises pursuant to the notice, unless the term be sooner ended as
a matter of law as a consequence of the taking, appropriation, or condemnation.
-21-
22
19. LESSEE'S DEFAULT
19.1 EVENTS OF DEFAULT: If at any time subsequent to the date of this
Lease any one or more of the following events (hereinafter referred to as a
"DEFAULT OF LESSEE") shall occur:
(a) LESSEE shall fail to pay the rent or other charges hereunder
when due, and such failure shall continue for a period of seven (7) days after
receipt of notice from LESSOR (receipt shall be presumed within a three day
period after the same is posted in the U.S. Mail postage prepaid); provided
however, that if such failure shall occur more than once during each Computation
Year, no written notice from the LESSOR shall be required, and the LESSEE shall
be in default hereunder, if its failure shall continue for a period of seven (7)
days after the payment of rent or other charges hereunder shall become due.
(b) LESSEE shall neglect or fail to perform or observe any other
covenant herein contained on LESSEE'S part to be performed or observed, and
LESSEE shall fail to remedy the same within thirty (30) days after written
notice from LESSOR, specifying such neglect or failure, or if such failure is of
such a nature that LESSEE cannot reasonably remedy the same within such thirty
(30) day period, LESSEE shall fail to promptly commence to remedy the same and
shall prosecute such remedy to completion with due diligence and continuity; or,
(c) LESSEE'S leasehold in the Premises shall be taken on execution
or by other process of law directed against LESSEE; or,
(d) LESSEE shall make an assignment for the benefit of creditors; or
shall file a voluntary petition in bankruptcy; or shall be adjudicated bankrupt
or insolvent; or shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief for itself under any present or future Federal, State, or other statute,
law, or regulation for the relief of debtors; or shall seek or consent to, or
acquiesce in, the appointment of any trustee, receiver, or liquidator of LESSEE
or of all or any substantial part of its properties; or shall admit in writing
its inability to pay its debts generally as they become due; or,
(e) A petition shall be filed against LESSEE in bankruptcy or under
any other law seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present or
future Federal, State or other statute, law or regulation and shall remain
undismissed or unstayed for an aggregate period of sixty (60) days (whether or
not consecutive); or, if any debtor in possession (whether or not LESSEE),
trustee, receiver, or liquidator of LESSEE of all or any substantial part of its
properties shall be appointed without the consent of acquiescence of LESSOR and
such appointment shall remain unvacated or unstayed
-22-
23
for an aggregate period of sixty (60) days (whether or not consecutive), then in
any such case (i) if such Default of LESSEE shall occur prior to the Term
Commencement Date, this Lease shall ipso facto, and without further act on the
part of LESSOR, terminate; and,(ii) if such Default of LESSEE shall occur after
the Term Commencement Date, LESSOR may terminate this tease by notice to LESSEE
specifying a date not less than ten (10) days after the giving of such notice,
on which this Lease shall terminate and this Lease shall come to an end on the
date specified therein as fully and completely as if such date were the date
herein originally fixed for the expiration of the term of this Lease (LESSEE
hereby waiving any rights of redemption under present or future laws), and
LESSEE will then quit and surrender the Premises to LESSOR, but LESSEE shall
remain liable as hereinafter provided.
19.2 RE-ENTRY BY LESSOR: If this Lease shall have been terminated as
provided in this Section, or if any execution shall be issued against LESSEE or
any of LESSEE'S property whereupon the Premises shall be taken or occupied by
someone other than LESSEE, then LESSOR may, without notice, re-enter the
Premises, either by force, summary proceedings, ejectment, or otherwise, and
remove and disposes LESSEE and all other persons and any and all property from
the same as if this Lease had not been made.
19.3 DAMAGES DUE: In case of any such termination, the rent reserved
hereunder shall thereupon become due and be paid up to the time of such
termination together with any expenses LESSOR may incur for attorney's fees,
brokerage commissions, or expenses with respect to putting the Premises in good
order and for preparing the same for reletting. In addition, if such termination
occurs during the initial term of this Lease, there shall become due from the
LESSEE to the LESSOR an amount which shall be equal to the unamortized portion
of the total cost to the LESSOR of furnishing and providing the Building
Standard Work in and to the Premises, measured from the date of such termination
to the date originally fixed in this Lease as the Termination Date, as if such
cost was fully amortized over the initial term of this Lease.
19.4 LIQUIDATED DAMAGES: In case of any such termination, LESSEE shall
also pay LESSOR as liquidated damages for the failure of LESSEE to observe and
perform the covenants herein contained to be performed by LESSEE, any deficiency
between the rent reserved hereunder and/or covenanted to be paid and the net
amount, if any, of the damages collected under Section 19.3 and the rents
collected on account of the lease or leases of the Premises for each month of
the period which would otherwise have constituted the balance of the term of
this Lease. In computing such liquidated damages there shall be added to such
deficiency such expenses as LESSOR may incur in connection with reletting such
as legal expenses, brokerage, advertising, and for keeping the Premises in good
order and for preparing the same for reletting. Any such liquidated damages
shall be paid in monthly installments by LESSEE on the first day of each month,
and any suit brought to
-23-
24
collect the amount of the deficiency for any month shall not prejudice in any
way the rights of LESSOR to collect the deficiency for any subsequent month by
similar proceedings. In no event shall LESSEE be entitled to receive the excess,
if any, of such net rents collected over the sums payable by any LESSEE of the
Premises to LESSOR hereunder. LESSOR, upon termination or at any time hereafter,
shall have the right, in lieu of collecting liquidated damages in installments
as above provided, to recover from LESSEE liquidated damages payable on demand
equal to the excess of the rent which would have been payable from the date of
such demand to the end of the period which would otherwise have constituted the
balance of the term of this Lease, over the then fair market rental value of the
Premises for the same period. For this purpose, in computing the amount of rent,
the amounts to be included for Operating Costs and other amounts required by
this Lease to be paid by LESSEE shall be deemed, for each month, to be equal to
the of the amount of the item for the twelve (12) months preceeding the date of
demand.
19.5 LESSOR'S RIGHTS: In case of any default by LESSEE, reentry,
expiration, or dispossession by summary proceedings, or otherwise, LESSOR may
(i) re-let the Premises or any part or parts thereof, either in the name of
LESSOR or otherwise, for a term or terms which may at LESSOR'S option be equal
to or less than or exceed the period which would otherwise have constituted the
balance of the term of this Lease and may grant concessions or free rent to the
extent that LESSOR in his discretion deems advisable and necessary to re-let the
same; and, (ii) may make such reasonable alterations, repairs, and decorations
in the Premises as LESSOR in his sole judgement considers advisable and
necessary for the purpose of reletting the Premises, and the making of such
alterations, repairs, and decorations shall not operate or be construed to
release LESSEE from liability hereunder as aforesaid. LESSOR shall in no event
be liable in any way whatsoever for failure to re-let the Premises, or, in the
event that the Premises are re-let, for failure to collect the rent under such
reletting. LESSEE hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of LESSEE being
evicted or dispossessed, or in the event of LESSOR obtaining possession of the
Premises, by reason of the violation of the LESSEE of any of the covenants and
conditions of this Lease.
19.6 REMEDIES NON-EXCLUSIVE: The specified remedies to which LESSOR may
resort hereunder are not intended to be exclusive of any remedies or means of
redress to which LESSOR may at any time be lawfully entitled and LESSOR may
invoke any remedy (including the remedy of specific performance) allowed at law
or in equity as if specific remedies were not herein provided for.
20. LESSOR'S DEFAULT
LESSOR shall in no event be in default in the performance of any of
LESSOR'S obligations hereunder unless and until LESSOR shall have failed to
perform such
-24-
25
obligations within thirty (30) days, or such additional time as is reasonably
required to correct any such default, after written notice by LESSEE to LESSOR
specifying wherein LESSOR has failed to perform any such obligation.
21. ENTIRE AGREEMENT; WAIVER; SURRENDER
21.1 ENTIRE AGREEMENT: This Lease, the Exhibits hereto annexed, and the
Addenda hereto annexed (if any) are made a part hereof, and contain the entire
and only agreement between the parties and any and all statements and
representations, written and oral, including previous correspondence and
agreements between the parties hereto, are merged herein. LESSEE acknowledges
that all representations and statements upon which it relied in executing this
Lease are contained herein, and that the LESSEE in no way relied upon any other
statements or representations, written or oral. Any executory agreement
hereafter made shall be ineffective to change, modify, discharge, or effect an
abandonment of this Lease in whole or in part unless such executory agreement is
in writing and signed by the party against whom the enforcement of the change,
modification, discharge, or abandonment is sought.
21.2 WAIVER BY LESSOR: The failure of LESSOR to seek redress for
violation, or insist upon the strict performance of any covenant or condition of
this Lease, or any of the rules and regulations promulgated by the LESSOR shall
not prevent a subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original violation. The
receipt by LESSOR of rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. The failure of LESSOR to
enforce any of his rules and regulations against LESSEE and/or any other tenant
in the Building shall not be deemed a waiver of any such rules and regulations.
No provisions of this Lease shall be deemed to have been waived by LESSOR unless
such waiver be in writing signed by LESSOR. No payment by LESSEE or receipt by
LESSOR of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the stipulated rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and LESSOR may accept such
check or payment without prejudice to LESSOR'S right to recover the balance of
such rent or pursue any other remedy in this provided.
21.3 SURRENDER: No act or thing done by LESSOR during the term hereby
demised shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such surrender shall be valid, unless in writing signed by
the LESSOR. No employee or agent of LESSOR shall have any power to accept the
keys to the Premises prior to the termination of this Lease.
-25-
26
22. INABILITY TO PERFORM
Except as provided in Sections 3.1 and 3.2 hereof, this Lease and the
obligations of LESSEE to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions, and conditions hereunder on the part
of LESSEE to be performed, shall in no way be affected, impaired, or excused
because LESSOR is unable to fulfill any of his obligations under this Lease; or
is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied; or is unable to make, or is delayed in making, any
repairs, replacements, additions, alterations, improvements, or decorations; or
is unable to supply or is delayed in supplying any equipment or fixtures if
LESSOR is prevented or is delayed from so doing by reason of strikes or labor
troubles, or any other similar or dissimilar cause whatsoever beyond LESSOR'S
reasonable control, including but not limited to governmental preemption in
connection with a national emergency; or by reason by any rule, order, or
regulation of governmental agency; or by reason of the conditions of supply and
demand which have been or are affected by war, hostilities, or other similar or
dissimilar emergency. In each such instance of inability of LESSOR to perform,
LESSOR shall exercise reasonable diligence to eliminate the cause of such
inability to perform.
23. BILLS AND NOTICES
Any notice, consent, request, xxxx, demand, or statement hereunder by
either party to the other party shall be in writing and shall be deemed to have
been duly given when either delivered personally or mailed addressed to LESSOR
at his address as set forth in Exhibit 2 hereof and to LESSEE at the Premises,
or if any address for notices shall have been duly changed as hereinafter
provided, to the party at such changed address. Either party may at any time
change the address for such notices, consents, request, bills, demands, or
statements by delivering or mailing, as aforesaid, to the party entitled
thereto, a notice stating the change and setting forth the changed address.
24. PARTIES BOUND - SEISEN OF TITLE
The covenants, agreements, terms, provisions, and conditions of this Lease
shall bind and benefit the successors and assigns of the parties hereto with the
same effect as if mentioned in each instance where a party hereto is named or
referred to, except that no violation of the provisions of Article 14 hereof
shall operate to vest any rights in any successor or assignee of LESSEE, and
that the provisions of this Article 24 shall not be construed as modifying
Article 19 hereof. The words "LESSOR" and "LESSEE" as used herein shall be
construed in each and every covenant and clause in this Lease, unless repugnant
to the context thereof, to refer to the person or persons first named above and
their respective representatives, successors, and assigns, and those claiming
by, through, or under any of them.
-26-
27
If in connection with or as a consequence of the sale, transfer, or other
disposition of the Building, LESSOR ceases to be the owner of the reversionary
interest in the same, LESSOR shall be entirely freed and relieved from the
performance and observance thereafter of all covenants and obligations hereunder
on the part of LESSOR to be performed and observed, it being understood and
agreed in such event (and it shall be deemed and construed as a covenant running
with the land) that the person succeeding to LESSOR'S ownership of said
revisionary interest shall thereupon and thereafter assume, perform, and
observe, any and all such covenants and obligations of LESSOR.
25. SUBORDINATION AND LESSEE'S ESTOPPEL CERTIFICATE
25.1 SUBORDINATION OF LEASE: LESSEE agrees that, at the election of the
LESSOR, this Lease shall be subject and subordinate to the lien of any one or
more mortgages which may be now or hereafter be placed on, encumber, or affect
the Building and to all renewals, modifications, consolidations, and
replacements thereof. When requested to do so by LESSOR, LESSEE agrees to
execute, acknowledge, and deliver to the LESSOR an instrument (hereinafter
referred to as "SUBORDINATION AGREEMENT") in form and substance reasonably
satisfactory to the LESSOR, and in proper form for recording, wherein LESSEE
agrees to and does subordinate this Lease to the lien of any one or more
mortgages above mentioned, and to all renewals, modifications, consolidations,
replacements, and extensions of the same, and to attorn to and recognized such
mortgage(s) thereunder, and to any person claiming by, through, or under such
mortgage(s).
25.2 LESSEE'S ESTOPPEL CERTIFICATE: LESSEE shall at any time, and from
time to time, on not less than seven (7) days' prior written notice from LESSOR,
execute, acknowledge, and deliver to LESSOR a statement in writing addressed to
LESSOR (or to any mortgagee or prospective mortgagee of the Building) certifying
that this Lease is unmodified and is in full force and effect, or if there have
been modifications, the dates that this Lease is in full force and effect as
modified, setting forth the modifications; stating the dates to which the rent
and other charges under this Lease have been paid; and, whether or not to the
best of its knowledge, there exists any default in the performance of any
covenant, agreement, term, provision, or condition of this Lease, and if so,
specifying each such default of which it has knowledge. It is intended that any
such statement delivered pursuant hereto may be relied on by LESSOR and by any
such mortgagee or prospective mortgagee affecting the Building.
25.3 NEGLECT OR FAILURE OF LESSEE: In the event that LESSEE shall neglect
or shall refuse to comply with its obligations as set forth in Sections 25.1 and
25.2, or shall neglect or refuse to execute a Subordination Agreement and/or
Estoppel Certificate within a ten (10) day period after LESSOR's written request
therefor, LESSEE hereby irrevocably appoints LESSOR as its attorney-in-fact with
full power
-27-
28
and authority to execute and deliver such instrument or instruments or and in
the name of LESSEE, or LESSOR may treat such neglect or failure on the part of
the LESSEE as Default of LESSEE within the meaning of Section 19.1 of this
Lease.
26. QUIET ENJOYMENT
LESSEE, subject to the terms and provisions of this Lease, on payment of
the rent and other charges and upon observing, keeping, and performing all of
the other terms and provisions of this Lease on LESSEE'S part to be observed,
kept, and performed, shall lawfully, peaceably, and quietly have, hold, and
occupy and enjoy the Premises during the term hereof, without hindrance or
ejection by any persons lawfully claiming under LESSOR to have title to the
Premises superior to LESSEE. The foregoing covenant of quiet enjoyment is in
lieu of any other covenant, express or implied.
27. MISCELLANEOUS
27.1 SEPARABILITY: If any provision of this Lease or portion of such
provision or the application thereof to any person or circumstance is for any
reason held invalid or unenforceable, the remainder of the Lease (or the
remainder of such provision) and the application thereof to other persons or
circumstances shall not be affected thereby.
27.2 CAPTIONS AND VARIATIONS IN PRONOUNS: The captions in each article,
section, and subsection in this Lease are inserted only as a matter of
convenience and for reference, and in no way define, limit, or describe, the
scope of this Lease or the intent of any provision thereof. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural, as the identity of the party or parties, or their
representatives, heirs, successors and assigns, may require.
27.3 INCORPORATION OF EXHIBITS AND ADDENDA: Exhibits 1, 2, 3, and 4 and
the Addenda hereto annexed (if any) and initialled by the parties hereto are
expressly made a part of this Lease.
27.4 GOVERNING LAW: This Lease is made pursuant to, and shall be governed
by and construed in accordance with, the laws of the Commonwealth of
Massachusetts.
27.5 NONRECOURSE: Neither the trustee of the LESSOR Trust nor any of the
beneficiaries thereof, or their respective heirs, successors, or assigns shall
be personally liable for the performance or observance of any covenant or
condition herein contained, or for the payment of any claim or judgement under
this Lease, and no recourse shall be had against any such person for such
performance, observance,
-28-
29
or payment. LESSEE agrees to look solely to the equity of the LESSOR in the
Building for the satisfaction of any LESSEE'S claims under this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Indenture of
Lease in duplicate original as a sealed instrument on the day and year first
above set forth.
ATTEST LESSOR:
WALPOLE PARK SOUTH (II) TRUST
By:
_______________________________ _____________________________________
XXXXXXX X. XXXXXX
Witness Trustee as aforesaid
LESSEE:
NGS ASSOCIATES, INC.
By:
_______________________________ _____________________________________
Secretary Its
Hereunto Duly Authorized
-29-
30
EXHIBIT 1
PLAN OF PREMISES
-30-
31
EXHIBIT 2
REFERENCE DATA
DATE OF EXECUTION OF LEASE: December 21, 1989
LESSEE NGS ASSOCIATES, INC.
ARTICLE 1
PREMISES: Tenant space 2B in the Premises numbered as 00 Xxxxxxx Xxxx Xxxxx,
Xxxxxxx, XX, substantially as shown upon plan hereto annexed as Exhibit 1.
ARTICLE 2
(a) TERM COMMENCEMENT DATE: Xxxxx 0, 0000
(x) TERMINATION DATE: February 28, 1995
ARTICLE 4
USE OF PREMISES: For warehousing and sale of LESSEE'S products, and any other
lawful use, and offices incidental thereto. No retail sales shall be permitted
to be conducted from the Premises.
ARTICLE 5
RENT: Rent shall be paid at the times and in the amounts as set forth in
Schedule A to this Exhibit 2. As set forth in Exhibit 2, payment of rent shall
commence on the first day of the fourth month next following the Term
Commencement Date. Notwithstanding the foregoing, the LESSEE shall, as of the
Term Commencement Date, be liable for its periodic payment of LESSEE'S
Proportionate Share of Taxes and LESSEE'S Proportionate Share of Operating
Costs, as provided in this Lease.
ARTICLE 7
PARKING SPACES ALLOCATED TO LESSEE: Nine (9) Spaces
ARTICLE 8
(a) RENTABLE AREA: 5,021 (+)/(-) square feet
(b) BUILDING RENTABLE AREA: 95,567 (+)/(-) square feet
-31-
32
(c) LESSEE'S PROPORTIONATE SHARE: 5.3%
ARTICLE 23
ADDRESSES OF PARTIES:
to LESSOR:
Walpole Park South (II) Trust
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
to LESSEE (prior to occupancy of Premises)
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
(after occupancy of Premises)
00 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
-32-
33
EXHIBIT 2
SCHEDULE A
RENT SCHEDULE
DUE DATE RENTABLE SF RENTAL RATE PAYMENT
March 1, 1990 5,021 sf $ /sf $
April 1, 1990 5,021 sf $ /sf $
May 1, 1990 5,021 sf $ /sf $
June 1, 1990 5,021 sf $6.50/sf $2,720
July 1, 1990 5,021 sf $6.50/sf $2,720
August 1, 1990 5,021 sf $6.50/sf $2,720
September 1, 1990 5,021 sf $6.50/sf $2,720
October 1, 1990 5,021 sf $6.50/sf $2,720
November 1, 1990 5,021 sf $6.50/sf $2,720
December 1, 1990 5,021 sf $6.50/sf $2,720
January 1, 1991 5,021 sf $6.50/sf $2,720
February 1, 1991 5,021 $6.50/sf $2,720
Effective Rent Yr 1 $4.88/sf $2,720
March 1, 1991 5,021 sf $6.50/sf $2,720
April 1, 1991 5,021 sf $6.50/sf $2,720
May 1, 1991 5,021 sf $6.50/sf $2,720
June 1, 1991 5,021 sf $6.50/sf $2,720
July 1, 1991 5,021 sf $6.50/sf $2,720
August 1, 1991 5,021 sf $6.50/sf $2,720
September 1, 1991 5,021 sf $6.50/sf $2,720
October 1, 1991 5,021 sf $6.50/sf $2,720
November 1, 1991 5,021 sf $6.50/sf $2,720
December 1, 1991 5,021 sf $6.50/sf $2,720
January 1, 1992 5,021 sf $6.50/sf $2,720
February 1, 1992 5,021 sf $6.50/sf $2,720
Effective Rent Yr 2 $6.50/sf $2,720
-33-
34
DUE DATE RENTABLE SF RENTAL RATE PAYMENT
March 1, 1992 5,021 sf $6.50/sf $2,720
April 1, 1992 5,021 sf $6.50/sf $2,720
May 1, 1992 5,021 sf $6.50/sf $2,720
June 1, 1992 5,021 sf $6.50/sf $2,720
July 1, 1992 5,021 sf $6.50/sf $2,720
August 1, 1992 5,021 sf $6.50/sf $2,720
September 1, 1992 5,021 sf $6.50/sf $2,720
October 1, 1992 5,021 sf $6.50/sf $2,720
November 1, 1992 5,021 sf $6.50/sf $2,720
December 1, 1992 5,021 sf $6.50/sf $2,720
January 1, 1993 5,021 sf $6.50/sf $2,720
February 1, 1993 5,021 sf $6.50/sf $2,720
Effective Rent Yr 3 $6.50/sf $2,720
March 1, 1993 5,021 sf $6.50/sf $2,720
April 1, 1993 5,021 sf $6.50/sf $2,720
May 1, 1993 5,021 sf $6.50/sf $2,720
June 1, 1993 5,021 sf $6.50/sf $2,720
July 1, 1993 5,021 sf $6.50/sf $2,720
August 1, 1993 5,021 sf $6.50/sf $2,720
September 1, 1993 5,021 sf $6.50/sf $2,720
October 1, 1993 5,021 sf $6.50/sf $2,720
November 1, 1993 5,021 sf $6.50/sf $2,720
December 1, 1993 5,021 sf $6.50/sf $2,720
January 1, 1994 5,021 sf $6.50/sf $2,720
February 1, 1994 5,021 sf $6.50/sf $2,720
Effective Rent Yr 4 $6.50/sf $2,720
March 1, 1994 5,021 sf $6.50/sf $2,720
April 1, 1994 5,021 sf $6.50/sf $2,720
May 1, 1994 5,021 sf $6.50/sf $2,720
-34-
35
DUE DATE RENTABLE SF RENTAL RATE PAYMENT
June 1, 1994 5,021 sf $6.50/sf $2,720
July 1, 1994 5,021 sf $6.50/sf $2,720
August 1, 1994 5,021 sf $6.50/sf $2,720
September 1, 1994 5,021 sf $6.50/sf $2,720
October 1, 1994 5,021 sf $6.50/sf $2,720
November 1, 1994 5,021 sf $6.50/sf $2,720
December 1, 1994 5,021 sf $6.50/sf $2,720
January 1, 1995 5,021 sf $6.50/sf $2,720
February 1, 1995 5,021 sf $6.50/sf $2,720
Effective Rent Yr 5 $6.50/sf $2,720
EFFECTIVE RENT: 5.00 YEAR LEASE $6.18/sf $2,584
A)
-35-
36
EXHIBIT 3
BUILDING STANDARD WORK
NOTES 1. This "Scope of Work" is intended to outline the improvements
to accommodate the Lessee's tenancy within the "Tenant Space".
2. Unless otherwise noted the following items are not included:
A) The floor, walls, superstructure, roof and mechanical
systems do not include any provisions for Lessee's
machinery, equipment or the installation of same.
B) Security, Public Address, or Telephone Systems.
C) Computer Power or Data Wiring.
3. Note the attached "Schedule (A)" for "Lessee's Quantities"
included within the "Scope of Work".
4. The Lessor or his nominee agree to perform the items noted
within the "Scope of Work" substantially in accordance with
the following information and for the "Rent" noted in Section
(I).
HEIGHT Overall:21' - 4" Maximum: top of concrete
floor to top of Steel.
Office Clear: 9' - 0" Minimum: top of concrete
floor to underside of Acoustical
Ceiling.
Warehouse Clear: 18' - 0" Minimum: top of concrete
floor to underside of Steel
TENANT Office Office Toilet (Mens Office Toilet)
SPACE Office Toilet (Womens Office Toilet)
Lunch
Private Offices
Conference Room
Lab
Reception
The balance of the area is open office
-36-
37
Warehouse The balance of the area is open warehouse.
Standard Tenant Improvements
CONCRETE etc. 111. 4" non structural concrete floor
on grade.
111.a. 3000 psi concrete.
111.b. 6"x6"/#10/#10 welded wire mesh
reinforcing.
111.c Control joints designed to reduce
cracking.
Rear Entrance 120. Precast concrete stairs and rail.
GLASS etc. Front 306. Exterior front windows, door and
Entrance sidelight.
METAL STUD
WALLS Office 355.a. Face Wall (Interior)
One layer of 1/2" gypsum board
applied to the inside face of
the front exterior wall, taped
and sanded to the ceiling plus
6".
Warehouse 355.b. Face Wall (Interior)
One layer of 1/2" gypsum board
applied to the inside face of
the front exterior wall, taped
and sanded to the underside of
steel.
Office 360.a. Demising (Office/Warehouse) ( Rated)
Wall
Warehouse 360.b. Demising (Tenant) ( Rated)
Wall
Framing 16" o.c., sound
dampening insulation, two layers
per face of 5/8" firecode gypsum
board, taped and sanded to the
underside of the metal deck.
Office 364.a. Standard (Bathrooms)(Non Rated)
Wall
Framing 16" o.c. to the
underside of the metal deck or
barjoint, one layer per face of
1/2" gypsum board, taped and
sanded to the underside of the
ceiling plus 6".
-37-
38
DOORS and
FRAMES etc. Rear Entrance 373.a. Metal Door (Non Rated)
Pressed metal frame, hollow
metal door, 1 1/2 pair of butts,
lock set, closer, threshold and
weather-stripping.
373.c Metal Door (Rated)
Pressed metal frame, hollow
metal door, 1 1/2 pair of butts,
lock set, and closer.
373.e. Hardboard (Rated)
Door
Pressed metal frame, hardboard
door, 1 1/2 pair of butts, pass
set, & bumper.
FINISHES Office 401. Ceiling: White painted aluminum
grid, 2' x 4'
acoustical tiles.
404. Doors: Painted.
Office Toilet 406. Floors: Vinyl Composite Tile.
Kitchen &
Lab
Office 408. Floors: Carpet
( ) Glued directly
to the floor.
( ) Allow $12.00
per s.y. installed
with tax for selection
made from options
provided by Lessor.
Warehouse 409. Floors: Concrete Sealer.
Office 410. Walls: Two coats of flat
latex wall paint.
Office 413. Base: 4" vinyl cove base.
Toilets 415. Toilet paper holder, paper towel
& soap dispensers, and mirrors.
Office Toilet 416. Vanity cabinets and counters.
Office 418. Louvre drapes for each
exterior window.
PLUMBING Office Toilet 500.a. Men: Water closet, vanity
sink & faucet.
Office Toilet 500.b. Women: Water closet, vanity
sink & faucet.
ELECTRIC 552. Service: 200 amp 120/208 volt
panel board, located
at column line C,
with circuit breakers
and electric meter.
-38-
39
Office 557.a. Lights: Lighting level of 75
fc using 2 x 4, 4 tube
recessed fluorescent
fixture.
Warehouse 557.c. Lights: Lighting level of 35 fc
using 8', 2 tube strip
fluorescent fixture.
557.g. Lights: Emergency lights and
battery pack.
557.h. Lights: Exit signs.
Office 559.a. Switches: Single pole wall
switch & plate. Direct
from panel board.
Warehouse Direct from panel board.
Office 559.d. Outlets: 110 volt duplex wall outlet.
560.a. Fire alarm horns and lights.
560.b. Fire alarm pull stations.
FIRE SPRINKLER 600.a. Group 2 standard hazard calculated
wet system having one head per 120
s.f. of floor area.
Office 603. Drops with Heads
Warehouse 604. Heads
HEATING and
COOLING Office 650.a. Heating and Cooling System
1. Gas heat and electric cooled roof top unit.
2. One thermostat per roof top unit.
3. Air distributed via a ducted system
from the roof top unit and returned
via the ceiling space plenum.
4. The system will maintain a:
Heating temperature of 68 degrees when the
outside temperature is 0 degrees.
Cooling temperature is 90 degrees or a 15 degree
differential between the inside & outside
temperature.
Warehouse 650.b. Heating System
1. Gas fired suspended unit heaters.
2. One thermostat per each heater
3. Air distributed directly from unit heaters.
4. The system will maintain a:
Heating temperature of 55 degrees when the
outside temperature is 0 degrees.
MISCELLANEOUS 702.a. Overhead door, 8'- 0" X 8' - 0".
702.b. Dock seal and rubber dock bumpers.
GENERAL 1158. Exterior sign with Lessee's name
CONDITIONS installed over the front and rear
entrances.
-39-
40
1428. Architectural service; one design & revision.
================================
Non Standard Tenant Improvements
================================
ROOF 250.a. Cut & patch for roof top units
GLASS & GLAZ Reception 300. Slider with louver drapes.
PLUMBING Kitchen 500. Kitchen sink, faucer and disposal.
500. Water connected for coffee maker.
ELECTRIC 555. Power wire roof top unit.
MISCELLANEOUS
700. Labor & material for adds to "Scope
of Work".
711. Kitchen cabinets and counters.
ENCLOSURES Title Page
Section (I) Summation
Section (II) Scope of Work
Schedule (A) Lessee's Quantities
Schedule (B) Rent Schedule
Key Plan Of Premises
Lessee's Floor Plan
-40-
41
------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL TO LEASE
SCOPE OF WORK LESSEE
SCHEDULE (A) PAGE (1) QUANTITY
------------------------------------------------------------------------------------------------------------------------------------
Walpole Park South II Trust OFFICE: Rentable Area 2,500 sf
N.G.S. Associates, Inc. ------------------------ 50%
Tenant Space Number: WPS2-2B STANDARD ------------------------ --------
Proposal Number: WPS2-03NGSASS.(2) IMPROVEMENTS WAREHOUSE: Rentable Area 2,521 sf
Tenant Number: WPS2-(N/A) ------------------------ 50%
November 21, 1989 ------------------------ --------
TOTAL: Rentable Area 5,021 sf
------------------------------------------------------------------------------------------------------------------------------------
111 CONCRETE etc Floors On Grade 5,021 sf
120 a) Stairs Pre Case Stair & Rail Rear Entrance 1 ea
------------------------------------------------------------------------------------------------------------------------------------
306 GLASS etc Door & Windows Front Entrance 1 ea
------------------------------------------------------------------------------------------------------------------------------------
355 a) METAL STUD WALLS Face Wall Interior 40 lf
355 b) Face Wall Interior 0 lf
360 a) Demising Wall Office/Xxxx Rated 40 if
360 b) Demising Wall Tenant Rated 250 lf
364 a) Standard Wall Non Rated 192 lf
------------------------------------------------------------------------------------------------------------------------------------
373 a) DOORS & FRAMES etc Metal Door Non Rated Rear Entrance 1 ea
373 c) Metal Door Rated Interior 1 ea
373 e) Hardboard Door Non Rated Interior 8 ea
------------------------------------------------------------------------------------------------------------------------------------
401 FINISHES Ceilings Acoustical 2 x 6 Tile 2,500 sf
404 Doors Paint 10 ea
406 Floor Vinyl Composite Tile 1,160 sf
408 Floor Carpet 164 sy
410 Walls Paint Office Walls 6,159 sf
413 Base Vinyl Cove Office Walls 628 lf
515 Accessories 2 ea
416 Vanities Lavanette 2 ea
418 Windows Louvre Drapes 3 ea
------------------------------------------------------------------------------------------------------------------------------------
500 PLUMBING Toilet Rooms Plumbing Fixtures 4 ea
------------------------------------------------------------------------------------------------------------------------------------
552 ELECTRIC Service & Meters 1 ea
557 a) Light Fixtures 2' x 4' Recessed 35 ea
557 b) Light Fixtures 8' Strips 6 ea
557 c) Light Fixtures Emergency Lights 3 ea
557 d) Light Fixtures Battery Packs 1 ea
557 e) Light Fixtures Exit Signs 3 ea
559 a) Switches Single Pole Wall Mounted Switch 16 ea
559 b) Outlets 110 Volt Wall Mounted Duplex Outlet 38 ea
560 a) Fire Alarm Horn & Lights 1 ea
560 b) Fire Alarm Full Stations 2 ea
------------------------------------------------------------------------------------------------------------------------------------
603 FIRE SPRINKLER Drops With Heads Dropped Ceiling Area 25 ea
604 Heads Exposed Ceiling Area 38 ea
------------------------------------------------------------------------------------------------------------------------------------
650 a) HEATING & COOLING Heating & Cooling Roof Top Units 2,500 sf
650 b) Heating Unit Heaters 4,521 sf
------------------------------------------------------------------------------------------------------------------------------------
702 MISCELLANEOUS Overhead Doors Seals Rubber Bumpers 1 ea
------------------------------------------------------------------------------------------------------------------------------------
1158 GENERAL Signs Tenant Neat Exterior Front & Rear 1 pr
CONDITIONS
------------------------------------------------------------------------------------------------------------------------------------
250 ROOF Cut & Patch Roof Top Units 1 ea
------------------------------------------------------------------------------------------------------------------------------------
-41-
42
------------------------------------------------------------------------------------------------------------------------------------
300 GLASS & GLAZING Reception Slider W/ Louver Blinds 12 sf
------------------------------------------------------------------------------------------------------------------------------------
500 a) PLUMBING Kitchen Kitchen Sink, Disposal & Faucet 1 ea
500 b) Kitchen Water Connection for Coffee Maker 1 ea
------------------------------------------------------------------------------------------------------------------------------------
555 ELECTRIC Power Wire Roof Top Unit 1 ea
------------------------------------------------------------------------------------------------------------------------------------
700 a) MISCELLANEOUS Labor & Material For Additional Tenant Improvements 5,021 sf
711 Kitchen Cabinets & Counters 6 lf
------------------------------------------------------------------------------------------------------------------------------------
-42-
43
EXHIBIT 4
SIGN SPECIFICATIONS
This sign specification is written to create and maintain standards of
uniformity for all businesses in Walpole Park South (II). Tenants must conform
with these specifications, and any variations must be approved of by the
Landlord.
A. BUILDING SIGNS - One (1) non-illuminated 4'0" X 5'0" will be
allowed for each tenant for identification purposes. The sign
shall be manufactured with a 1 1/2" X 2 1/2" extruded aluminum
retainer forming frame around changeable .063 aluminum face.
Face and frame will be rust to match trim on building. All
lettering must be Rockwell Bold. The sign shall be mounted and
centered over entrance door.
One (1) non-illuminated 1' 6" X 4' 0" will be allowed for tenant
identification above the loading dock doors in the rear of the
Building. The sign will be manufactured of 0.40 aluminum with a 1"
aluminum tube frame. Face will be rust background with white copy.
All lettering must be Rockwell Bold.
B. WINDOW SIGNS - Nothing is to appear in/or on the windows
without the LESSOR's approval before installation.
OTHER SIGNS - No other signs, temporary or permanent, are allowed
without written approval of the LESSOR.
-43-
44
ADDENDA
28. LESSEE'S OPTION TO EXTEND LEASE TERM
28.1 OPTION GRANTED: At the expiration of the initial term of this
Lease, and if this Lease shall then be in full force and effect, and
the LESSEE shall have fully performed or observed all of the terms,
covenants, and conditions on its part to be performed or observed
hereunder, the LESSEE shall have the option to extend the term of the
Lease, upon the same terms, covenants and conditions, (except for rent
as hereinbelow referred to as "EXTENDED TERM"). The option herein
granted shall be exercised by the LESSEE by giving written notice to
the LESSOR, not less than three (3) months and no more than six (6)
months prior to the expiration of the initial Lease Term.
28.2 RENT DURING EXTENDED TERM: The Yearly Rent payable by the
LESSEE during the Extended Term shall be the greater of the following:
(1) the rate per annum payable at the end of the initial Lease term;
or, (2) a sum equal to what would be considered as the fair market
rental for the Premises, based upon the use of the same as first class
office and warehouse space located in the rental community between
Route 1 and Route 128 as of the date of commencement of the Extended
Term, under similar terms and conditions as contained in this Lease,
but requiring no investment by LESSOR for improvements, renovations,
repairs, etc. (hereinafter referred to as "MARKET RENT"). If the
parties cannot agree as to the Market Rent, the Market Rent shall be
determined by two (2) appraisers who are members of the American
Institute of Real Estate Appraisers to be appointed and paid for by
each of the parties. If such appraisers cannot agree on the Market
Rent, they shall together promptly select a third appraiser who shall
also be a member of the American Institute of Real Estate Appraisers
and whose fee shall be shared by each of the parties hereto. A written
determination as to the Market Rent signed by any two (2) of the
appraisers so chosen shall be final and binding on the parties hereto.
The Yearly Rent payable by the LESSEE during the Extended Term shall be
paid in addition thereto, the LESSEE shall pay all other charges, such
as, but not limited to, Taxes and Operating Costs as set forth in this
Lease.
-44-
45
EXHIBIT 2
REFERENCE DATA
DATE OF EXECUTION OF LEASE: December 21, 1989
DATE OF EXECUTION OF THIS FIRST AMENDMENT: March , 1994
LESSEE: NGS DIVISION/MKS INSTRUMENTS, INC.,
ARTICLE 1 DESCRIPTION OF DEMISED PREMISES
(a) Initial Premises: 5,021+ square feet of space ("INITIAL
SPACE") consisting of 2,500+/- of office space and 2,521+/-
of warehouse space located in the building numbered 00
Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx, as shown on the
space plan hereto annexed as Exhibit 1, outlined in yellow,
and being identified thereon as "Initial Space A".
(b) Additional Space: "B" Commencing on May 1, 1992 the LESSEE
shall take and lease from the LESSOR an additional 5,021+/-
square feet of space ("ADDITIONAL SPACE") consisting of
500+/- square feet of office space and 4,521+/- of warehouse
space located contiguous to the Initial Space, as shown on
the space plan hereto annexed as Exhibit 1, outlined in
yellow, and being identified thereon as "Additional Space B".
(b) Additional Space: "C" Commencing on March 1, 1994 the LESSEE
shall take and lease from the LESSOR an additional 10,042+/-
square feet of space ("ADDITIONAL SPACE") consisting of
1,250+/- square feet of office space and 8,792+/- of
warehouse space located contiguous to the Initial Space, as
shown on the space plan hereto annexed as Exhibit 1, outlined
in yellow, and being identified thereon as "Additional Space
C".
ARTICLE 2
2.1 TERM COMMENCEMENT DATE: as to the Initial Space "A"
March 1, 1990
TERM COMMENCEMENT DATE: as to the Additional Space "B"
May 1, 1992
TERM COMMENCEMENT DATE: as to the Additional Space "C"
March 1, 1994
-45-
46
2.2 TERMINATION DATE: March 31, 1997
to the same Exhibit 3A as annexed hereto, such Exhibit 3A being applicable to
the Additional Space (as defined in said Exhibit 2).
Except as above provided, The Lease shall be otherwise deemed to be
unamended and unmodified.
IN WITNESS WHEREOF, the parties have hereto executed this FIRST AMENDED
in duplicate original as a sealed instrument on this _____ day of March 1994.
LESSOR:
_________________________________ ______________________________________
WITNESS XXXXXXX X. XXXXXX
Trustee as aforesaid
ATTEST: LESSEE:
NGS DIVISION/MKS INSTRUMENTS, INC.
BY:
_________________________________ ______________________________________
SECRETARY/CLERK ITS
hereunto duly authorized
-46-
47
EXHIBIT:2 SCHEDULE:A WALPOLE PARK SOUTH II TRUST
--------------------------------------------------------------------------------
DATE: 03/15/94 TENANT : NGS DIVISION/MKS INSTRUMENTS, INC.
================================================================================
RENT PAYMENT SCHEDULE
-------------------------------
RENTABLE RENTABLE RENTAL RENTAL
DUE DATE SQ. FT. SQ. FT. RATE PAYMENT
-------------------- ------------------------------- -------------------------------------------------------------
Space A Space B Space C Space A Space B Space C
------------------- ------- ------- ------- ------ -------- -------- -------- ------------
January 1, 1994 5,021 5,021 10,042 20,084 $ 0.00 $ 0.00 $ 0.00 $ 0.00
February 1, 1994 5,021 5,021 10,042 20,084 $ 0.00 $ 0.00 $ 0.00 $ 0.00
March 1, 1994 5,021 5,021 10,042 20,084 $ 0.00 $ 0.00 $ 0.00 $ 0.00
April 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
May 1 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
June 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
July 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
August 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
September 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
October 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
November 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
December 1, 1994 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
--------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 1
--------------------------------------------------------------------------------------------------------------------------
January 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
February 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
March 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
April 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
May 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
June 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
July 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
August 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
September 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
October 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
November 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
December 1, 1995 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
--------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 2
--------------------------------------------------------------------------------------------------------------------------
January 1, 1996 5,021 5,021 10,042 20,084 $ 8.00 $ 8.00 $ 8.00 $ 8,368.33
February 1, 1996 5,021 5,021 10,042 20,084 $ 8.00 $ 8.00 $ 8.00 $ 8,368.33
March 1, 1996 5,021 5,021 10,042 20,084 $ 8.00 $ 8.00 $ 8.00 $ 8,368.33
-47-
48
RENT PAYMENT SCHEDULE
-------------------------------
RENTABLE RENTABLE RENTAL RENTAL
DUE DATE SQ. FT. SQ. FT. RATE PAYMENT
-------------------- ------------------------------- -------------------------------------------------------------
Space A Space B Space C Space A Space B Space C
------------------- ------- ------- ------- ------ -------- -------- -------- ------------
April 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
May 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
June 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
July 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
August 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
September 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
October 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
November 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
December 1, 1996 5,021 5,021 10,042 20,084 $ 5.00 $ 5.00 $ 5.00 $ 8,368.33
--------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 3
--------------------------------------------------------------------------------------------------------------------------
January 1, 1997 5,021 5,021 10,042 20,084 $ 8.00 $ 5.00 $ 5.00 $ 8,368.33
February 1, 1997 5,021 5,021 10,042 20,084 $ 8.00 $ 5.00 $ 5.00 $ 8,368.33
March 1, 1997 5,021 5,021 10,042 20,084 $ 8.00 $ 5.00 $ 5.00 $ 8,368.33
April 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
May 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
June 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
July 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
August 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
September 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
October 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
November 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
December 1, 1997 0 0 0 0 $ 0.00 $ 0.00 $ 0.00 $ 0.00
--------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 4
-48-
49
FIRST AMENDMENT
This is the FIRST AMENDMENT made to a certain Indenture of Lease ("THE
LEASE") made by and between Xxxxxxx X. Xxxxxx, Trustee of Walpole Park South
(II) Trust ("LESSOR"), as landlord; and NGS Division/MKS Instruments, Inc., a
Massachusetts corporation ("THE LESSEE"), as tenant dated December 21, 1989. The
Lease concerns certain premises leased by the LESSEE from the LESSOR at 00
Xxxxxxx Xxxx Xxxxx Xxxxx, Xxxxxxx, XX.
In consideration hereof, the LESSOR and the LESSEE do hereby modify The
Lease as follows:
29. EXHIBIT 1 ("Plan of Premises") as annexed to The Lease is
stricken and there is substituted in place thereof Exhibit 1 as
annexed hereto.
30. EXHIBIT 2 ("Reference Data") as annexed to The Lease is
stricken and there is substituted in place thereof Exhibit 2 as
annexed hereto.
31. EXHIBIT 3 ("Building Standard Work") as annexed to The Lease
is amended by identifying the same as being applicable to the
Initial Space (as defined in Exhibit 2 hereto annexed); and
further by adding to the same Exhibit 3A as annexed hereto, such
Exhibit 3A being applicable to the Additional Space (as defined
in said Exhibit 2).
Except as above provided, The Lease shall be otherwise deemed
to be unamended and unmodified.
-49-
50
IN WITNESS WHEREOF, the parties have hereto executed this FIRST
AMENDMENT in duplicate original as a sealed instrument on this 19th day of
November, 1993.
LESSOR:
__________________________________ __________________________________
WITNESS XXXXXXX X. XXXXXX
Trustee as aforesaid
ATTEST: LESSEE:
NGS DIVISION/MKS INSTRUMENTS, INC.
BY:
__________________________________ __________________________________
WITNESS Its
hereunto duly authorized
-50-
51
EXHIBIT:2A SCHEDULE:B
--------------------------------------------------------------------------------
DATE: 10/15/93 TENANT : NGS DIVISION/MKS INSTRUMENTS, INC.
================================================================================
RENT PAYMENT SCHEDULE RENTAL
RENTABLE RENTABLE RENTAL PAY-
DUE DATE SQ. FT. SQ. FT. RATE MENT
---------------------- --------------------------------------- ------------------------------------------------------------
Space A Space B Space C Space A Space B Space C
---------------------- -------- -------- --------- -------- ------- ------- ------- --------
January 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
February 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
March 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
April 1, 1993 5,021,00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
May 1 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
June 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
July 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
August 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
September 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
October 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
November 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
December 1, 1993 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 1
----------------------------------------------------------------------------------------------------------------------------------
January 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
February 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
March 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
April 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
May 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
June 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
July 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
August 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
September 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
October 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
November 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
December 1, 1994 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
----------------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 2
----------------------------------------------------------------------------------------------------------------------------------
January 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
February 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 6.50 5.58 5.00 9,238.64
-51-
52
RENT PAYMENT SCHEDULE RENTAL
RENTABLE RENTABLE RENTAL PAY-
DUE DATE SQ. FT. SQ. FT. RATE MENT
---------------------- --------------------------------------- ------------------------------------------------------------
Space A Space B Space C Space A Space B Space C
---------------------- -------- -------- --------- -------- ------- ------- ------- --------
March 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 5.00 0.00
April 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
May 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
June 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
July 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
August 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
September 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
October 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
November 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
December 1, 1995 5,021.00 5,021.00 10,042.00 20,084.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR 3
-52-
53
EXHIBIT 2
REFERENCE DATA
DATE OF EXECUTION OF LEASE: December 21, 1989
DATE OF EXECUTION OF THIS FIRST AMENDMENT: October , 1993
LESSEE: NGS DIVISION/MKS INSTRUMENTS, INC.,
ARTICLE 1 DESCRIPTION OF DEMISED PREMISES
(a) Initial Premises: 5,021 (+/-) square feet of space ("INITIAL
SPACE") consisting of 2,500 (+/-) of office space and 2,521
(+/-) of warehouse space located in the building numbered 00
Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx, as shown on the
space plan hereto annexed as Exhibit 1, outlined in yellow,
and being identified thereon as "Initial Space A".
(b) Additional Space: "B" Commencing on May 1, 1992 the LESSEE
shall take and lease from the LESSOR an additional 5,021 (+/-)
square feet of space ("ADDITIONAL SPACE") consisting of 500
(+/-) square feet of office space and 4,521 (+/-) of warehouse
space located contiguous to the Initial Space, as shown on the
space plan hereto annexed as Exhibit 1, outlined in yellow,
and being identified thereon as "Additional Space B".
(b) Additional Space: "C" Commencing on March 1, 1994 the LESSEE
shall take and lease from the LESSOR an additional 10,042
(+/-) square feet of space ("ADDITIONAL SPACE") consisting of
1,250 (+/-) square feet of office space and 8,792 (+/-) of
warehouse space located contiguous to the Initial Space, as
shown on the space plan hereto annexed as Exhibit 1, outlined
in yellow, and being identified thereon as "Additional Space
C".
ARTICLE 2
2.1 TERM COMMENCEMENT DATE: as to the Initial Space "A" March 1,
1990
TERM COMMENCEMENT DATE: as to the Additional Space "B" May 1,
1992
TERM COMMENCEMENT DATE: as to the Additional Space "C" March
1, 1994
2.2 TERMINATION DATE: February 28, 1995
-53-
54
ARTICLE 4
USE OF PREMISES: For office and warehousing space of LESSEE'S products,
and any other lawful use. No retail sales shall be permitted to be
conducted from the premises.
ARTICLE 5 - RENT
Rent for the Initial Space and the Additional Space shall be paid to
LESSOR in accordance with the attached Exhibit 2A-Schedule B
ARTICLE 7 - PARKING SPACES ALLOCATED TO LESSEE:
Twenty Six (30) spaces
ARTICLE 8.1(a) - RENTABLE AREA
INITIAL SPACE: "A" 5,021 + square feet
-
ADDITIONAL SPACE: "B" 5,021 + square feet
-
ADDITIONAL SPACE: "C" 10,042 + square feet
-------
TOTAL 20,084 + square feet
-
BUILDING RENTABLE AREA: 95,567+ square feet
LESSEE'S PROPORTIONATE SHARE:
For Initial Space 5.25%
For Initial Space & Additional Spaces 21.00%
ARTICLE 23 - ADDRESSES OF PARTIES:
LESSOR: X.X. Xxx 000
0 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
LESSEE: 00 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
-54-
55
EXHIBIT 3A
BUILDING STANDARD WORK
APPLICABLE TO ADDITIONAL SPACE
The interior development to the Additional Space shall be substantially
in accordance with the plan/sketch hereto annexed which indicates an approximate
12%/88% office-warehouse use.
-55-
56
EXHIBIT 0X
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 3
SECTION (II) SCOPE OF WORK
NOTES 1. This "Scope of Work" is intended to outline the
improvements to accommodate the Lessee's tenancy within
the "Tenant Space".
2. Unless otherwise noted the following items are not
included:
A) The floor, walls, superstructure, roof and
mechanical systems do not include any provisions
for Lessee's machinery, equipment or the
installation of same.
B) Security, Public Address, or Telephone Systems.
C) Computer Power or Data Wiring.
3. Note the attached "Schedule (A)" for "Lessee's
Quantities" included within the "Scope of Work".
4. The Lessor or his nominee agree to perform the items
noted within the "Scope of Work" substantially in
accordance with the following information and for the
"Rent" noted in Section (I).
HEIGHT Overall: 21' - 4" Maximum: top of
concrete floor to top of Steel.
Office Clear: 9' - 0" Minimum: top of
concrete floor to underside of
Acoustical Ceiling.
Warehouse Clear: 18' - 0" Minimum: top of
concrete floor to underside of
Steel.
TENANT SPACE Office 1- 10x10 Private Office
-------------------------------------------------------------------------------
* 0 XXXX XXXXXX * XXXXXXX, XX * 02081 * (000) 000-0000 * FAX (000) 000-0000 *
-------------------------------------------------------------------------------
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 4
1- 12x13 Private Office
1- 10x12 Kitchen Area
1- Mens Rooms
1- Ladies Room
Warehouse The balance of the area is open warehouse.
Standard Tenant Improvements
CONCRETE etc. 111. 4" non structural concrete floor on
grade.
111.a 3000 psi concrete.
111.b. 6"x6"/#10/#10 welded wire mesh
reinforcing.
111.c Control joints designed to reduce
cracking.
Rear Entrance 120. Precast concrete stairs and rail.
GLASS etc. Front Entrance 306. Exterior front windows, door and
sidelight.
METAL STUD
WALLS Office 355.a. Face Wall (Interior)
One layer of 1/2" gypsum board
applied to the inside face of the front
exterior wall, taped and sanded to the
ceiling plus 6".
Warehouse 355.b Face Wall (Interior) One layer
of 1/2" gypsum board applied to the
inside face of the front exterior
wall, taped and sanded to the
underside of steel.
Warehouse 360.a Demising Wall (Xxxx) ( Rated)
-------------------------------------------------------------------------------
* 0 XXXX XXXXXX * XXXXXXX, XX * 02081 * (000) 000-0000 * FAX (000) 000-0000 *
-------------------------------------------------------------------------------
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 5
Warehouse 360.b. Demising Wall (Tenant) (Rated)
Framing 16" o.c., sound dampening
insulation, two layers per face
of 5/8" firecode gypsum board,
taped and sanded to the underside
of the metal deck.
Office 364.a. Standard Wall (Bathrooms) (Non
Rated) Framing 16" o.c. to the
underside of the metal deck or
barjoint, one layer per face of 1/2"
gypsum board, taped and sanded to
the underside of the ceiling plus
6".
DOORS and Rear Entrance 373.a. Metal Door (Non Rated)
Pressed metal frame, hollow metal
door, 1 1/2 pair of butts, lock set,
closer, threshold and weather-
stripping.
373.c Metal Door ( Rated) Pressed metal
frame, hollow metal door, 1 1/2 pair
of butts, lock set, and closer.
373.e. Hardboard Door ( Rated) Pressed
metal frame, hardboard door, 1 1/2
pair of butts, pass set, & bumper.
FINISHES Office 401. Ceiling: White painted aluminum
grid, 2' x 4' acoustical
tiles.
404. Doors: Painted.
Toilets 406. Floors: Vinyl Composite Tile.
Office 408. Floors: Carpet
( ) Glued directly to
the floor.
*0 XXXX XXXXXX * WALPOLE, MA * 02081 * (000) 000-0000 * FAX (000) 000-0000*
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 6
( ) Allow $11.50 per
s.y. installed with
tax for selection
made from options
provided by
Lessor.
Warehouse 409. Floors: Concrete Sealer.
410. Walls: Two coats of flat latex
wall paint.
413. Base: 4" vinyl cove base.
Toilets 415. Toilet paper holder, paper
towel & soap dispensers, and
mirrors.
Toilets 416. Vanity cabinets and counters.
Office 418. Louvre drapes for each exterior
window.
PLUMBING Office Toilet 500.a. Men: Water closet, vanity sink
& faucet.
Office Toilet 500.b. Women: Water closet (1), vanity
sink (1) & faucet (1), with
floor drain and hose bib.
ELECTRIC 552. Service: 125 amp 120/208 volt
panel board, located at
column line C, with
circuit breakers and
electric meter.
Office 557.a. Lights: Lighting level of 75 fc using
2 x 4, 4 tube recessed
fluorescent fixture.
Warehouse 557.c. Lights: Lighting level of 35 fc using
8', 2 tube strip fluorescent
fixture.
557.g. Lights: Emergency lights and
battery pack.
*0 XXXX XXXXXX * WALPOLE, MA * 02081 * (000) 000-0000 * FAX (000) 000-0000*
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 7
557.h. Lights: Exit signs.
Office 559.a. Switches: Single pole wall switch &
plate.
Warehouse Direct from panel board.
Office 559.d. Outlets: 110 volt duplex wall
outlet.
560.a. Fire alarm horns and lights.
560.b. Fire alarm pull stations.
560.c. Fire alarm smoke detectors.
FIRE
SPRINKLER 600.a. Group 2 standard hazard calculated
wet system having one head per 120
s.f. of floor area.
Office 603. Drops with Heads
Warehouse 604. Heads
HEATING and Office 650.a. Heating and Cooling System
1. Gas heat and electric cooled roof
top unit.
2. One thermostat per roof top unit.
3. Air distributed via a ducted
system from the roof top unit
and returned via the ceiling
space plenum.
4. The system will maintain a:
Heating temperature of 68 degrees
when the outside temperature is
0 degrees. Cooling temperature of
75 degrees when the outside
temperature is 90 degrees or a
15 degree differential between
the inside & outside
temperature.
*0 XXXX XXXXXX * WALPOLE, MA * 02081 * (000) 000-0000 * FAX (000) 000-0000*
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 8
Warehouse 650.b. Heating System
1. Gas fired suspended unit
heaters.
2. One thermostat per each heater
3. Air distributed directly from
unit heaters.
4. The system will maintain a:
Heating temperature of 55
degrees when the outside
temperature is 0 degrees.
MISCELLANEOUS Warehouse 702.a. 2- Overhead door,
8' - 0" X 8' - 0".
Warehouse 702.b. 2- Dock seal and rubber
dock bumpers.
GENERAL
CONDITIONS 1158. Exterior sign with Lessee's
name installed over the front
and rear entrances.
1428. Architectural service; one
design & revision.
Non Standard Tenant Improvements
SPRINKLER 600. Relocate existing office area
heads, back to exposed ceiling
area.
MISCELLANEOUS 700. Labor & material for adds to
"Scope of Work"
*0 XXXX XXXXXX * WALPOLE, MA * 02081 * (000) 000-0000 * FAX (000) 000-0000*
00
Xxxxxxx Xxxx Xxxxx II Trust October 15, 199?
MGS/MKS Instruments, Inc. Page 9
ENCLOSERS Title Page
Section (I) Summation
Section (II) Scope of Work
Key Plan of Premises
Lessee's Floor Plan
63
SECOND AMENDMENT
This is the SECOND AMENDMENT made to a certain Indenture of Lease ("THE
LEASE") made by and between Xxxxxxx X. Xxxxxx, Trustee of Walpole Park South
(II) Trust ("LESSOR"), as landlord; and NGS Division/MKS Instruments, Inc. a
Massachusetts corporation ("THE LESSEE"), as tenant dated December 21, 1989. The
Lease concerns certain premises leased by the LESSEE from the LESSOR at 00
Xxxxxxx Xxxx Xxxxx Xxxxx, Xxxxxxx, XX 00000.
In consideration hereof, the LESSOR and the LESSEE do hereby modify The
Lease as follows:
1. EXHIBIT 2 ("Reference Data") Article 2.2 as annexed to The Lease, the
data shall be stricken and is substituted in place thereof the following Date:
March 31, 1998.
2. EXHIBIT 2A ("Rental Payment Schedule") as annexed to The Lease is
stricken and there is substituted in place thereof Exhibit 2A as annexed hereto.
Except as above provided, The Lease shall be otherwise deemed to be unamended
and unmodified.
IN WITNESS WHEREOF, the parties have hereto executed this SECOND AMENDMENT
in duplicate original as a sealed instrument on this day of December 1996.
LESSOR
________________________ __________________________
WITNESS XXXXXXX X. XXXXXX
Trustee as aforesaid
64
ATTEST: LESSEE:
NGS DIVISION/MKS INSTRUMENTS, INC.
BY:
________________________ ___________________________
WITNESS Its Treasurer
hereunto duly authorized
65
This "LEASE AGREEMENT" is written on behalf of NGS Division/MKS Instruments
Inc., (TENANT), to lease ADDITIONAL office and warehouse space at the
aforementioned location. TENANT agrees to rent the premises, (unit 2A), AS IS,
known as Walpole Park South II Trust (LESSOR), and as per the following terms
and conditions. Please note the following information is in accordance with the
ADDITIONAL lease space ONLY and DOES NOT INCLUDE any terms and conditions of
EXISTING Lease Agreement.
TERMS AND CONDITIONS
1) USEABLE OFFICE square feet: +/- 500 sf
USEABLE WAREHOUSE square feet: +/- 4,521 sf
RENTABLE square feet: +/- 5,021 sf
2) TWO Years and TEN Months (2.83) years COMMENCEMENT: May 1, 1992
TERMINATION: February 28, 1995
3) MAY 1, 1992 - FEBRUARY 28, 1993 is $ 5.58/rsf, Net, Net, Net
MARCH 1, 1993 - FEBRUARY 28, 1994 is $ 5.58/rsf, Net, Net, Net
MARCH 1, 1994 - FEBRUARY 28, 1995 is $ 5.58/rsf, Net, Net, Net
4) The RENTAL PAYMENTS as mentioned above, DO NOT INCLUDE TENANT'S
proportionate share, which is 5.30%, of all real estate taxes and
operating expenses, ie: exterior maintenance and landscaping, common
area lights and water charges, and building liability insurance. The
LESSEE is responsible for same as of May 1, 1992.
5) All rental payments are DUE and PAYABLE ON or BEFORE the FIRST of the
MONTH.
6) LESSEE'S OPTION to EXTEND lease an additional THREE (3) years will
be in accordance with the following. Notice of same will be given to
LESSOR NOT LATER THAN September 1, 1994.
MARCH 1, 1995 - FEBRUARY 28, 1996 is $5.00/rsf, Net, Net, Net
MARCH 1, 1996 - FEBRUARY 28, 1997 is $5.00/rsf, Net, Net, Net
MARCH 1, 1997 - FEBRUARY 28, 1998 is $5.00/rsf, Net, Net, Net
(*)The Option to Extend lease, term rate is for the EXISTING as well as
future rental spaces, both Units 2A-2B.
66
7) TENANT will have NINE (9) PARKING SPACES located on site.
67
Accepted by the LESSOR:
WALPOLE PARK SOUTH II TRUST
XXXXXXX XXXXXX
---------------------------------
(Signature)
PROPERTY MANAGER/TRUSTEE
April 2, 1992
Accepted by the TENANT:
NGS DIVISION/MKS
INSTRUMENTS INC.
---------------------------------
(Name)
---------------------------------
(Signature)
---------------------------------
(Title)
April 2, 1992
68
BUILDING RENOVATIONS ETC. Lessee Lessor Adjustment FNC
Quantity Allows To
SCOPE OF WORK Lessee
SCHEDULE (A) PAGE (1)
-------------------------------------------------------------------------------------------------------------------------------
First Xxxxxxx Corporation OFFICE: Rentable Area 3,750 sf 500 sf 3,250 sf
NGS Division/MKS Instruments, Inc. STANDARD ______________
Tenant Space Number: WPS2-2A IMPROVEMENTS ______________ 75% 10% 65%
Proposal Number: WPS2-D3NGSASS. (6)
Tenant Number: WPS2-(N/A)
April 6, 1992 WAREHOUSE:
Rentable Area 1,271 sf 4,521 sf -3,250 sf
25% 90% -65%
______________
______________
TOTAL: Rentable Area
5,021 sf 5,021 sf 0 sf
-------------------------------------------------------------------------------------------------------------------------------
111 CONCRETE etc Floors on Grade Interior 5,021 sf 5,021 sf 0 sf 0
120 Pre Cast Stair Exterior Rear Entrance 1 ea 1 ea 0 ea
------------------------------------------------------------------------------------------------------------------------------------
306 GLASS etc Doors & Windows Exterior Front Entrance 1 ea 1 ea 0 ea 0
------------------------------------------------------------------------------------------------------------------------------------
355 a) METAL STUD WALLS Face Wall Interior Offices 40 lf 20 lf 20 lf 11,041
355 b) Face Wall Interior Warehouse 0 lf 0 lf 0 lf
360 a) Demising Wall Interior Rated Offices/Xxxx 40 lf 0 lf 40 lf
360 b) Demising Wall Interior Rated Tenant 250 lf 250 lf 0 lf
364 Standard Wall Interior Non Rated Offices/Lab 210 lf 44 lf 166 lf
------------------------------------------------------------------------------------------------------------------------------------
373 a) DOORS & FRAMES etc Metal Door Exterior Non Rated Rear Entrance 1 ea 1 ea 0 ea 2,717
373 b) Metal Door Interior Rated Off/Xxxx/ 3 ea 1 ea 2 ea
373 c) Hardboard Door Interior Non Rated Tenant 8 ea 2 ea 6 ea
Offices/Lab
------------------------------------------------------------------------------------------------------------------------------------
401 FINISHES Ceiling Accoustical 2 x 4 Tile Offices/Lab 3,750 sf 0 sf 3,750 sf 16,257
404 Doors Paint Offices/Lab 12 ea 0 ea 12 ea
406 Floor Vinyl Composite Tile Lab 2,232 sf 72 sf 2,160 sf
408 Floor Carpet Offices 186 sy 0 sy 186 sy
410 Walls Paint Offices/Lab 7,059 sf 0 sf 7,059 sf
413 Base Vinyl Core Offices/Lab 728 if 0 if 728 if
415 Accessories Baths 2 ea 2 ea 0 ea
416 Vanities Layanette Baths 2 ea 2 ea 0 ea
418 Windows Louvre Drapes Offices 3 ea 3 ea 0 ea
------------------------------------------------------------------------------------------------------------------------------------
500 PLUMBING Toilet Rooms Plumbing Fixtures Baths 4 ea 4 ea 0 ea 0
------------------------------------------------------------------------------------------------------------------------------------
550 ELECTRIC Service & Meters 1 ea 1 ea 0 ea 5,400
557 a) Light Fixtures 2' x 4' Recessed Offices/Lab 47 ea 3 ea 44 ea
557 b) Light Fixtures 8' Strips Warehouse 3 ea 3 ea 0 ea
557 c) Light Fixtures Emergency Lights Offs/Lab/Xxxx 3 ea 3 ea 0 ea
557 d) Light Fixtures Bat Packs Offs/Lab/Xxxx 1 ea 1 ea 0 ea
557 e) Light Fixtures Exit Signs Offs/Lab/Xxxx 4 ea 2 ea 2 es
559 a) Switches Single Pole Switch Offs/Lab/Xxxx 17 ea 4 ea 13 ea
559 b) Outlets 110 Volt Duplex Offs/Lab/Xxxx 27 ea 5 ea 22 ea
560 a) Fire Alarm Horn & Lights Offs/Lab/Xxxx 1 ea 1 ea 0 ea
560 b) Fire Alarm Pull Stations Offs/Lab/Xxxx 2 ea 2 ea 0 ea
------------------------------------------------------------------------------------------------------------------------------------
603 FIRE SPRINKLER Drops With Heads Dropped Ceiling Area Offices/Lab 31 ea 4 ea 27 ea 2,024
604 Heads Exposed Ceiling Area Warehouse 38 ea 38 ea 0 ea
------------------------------------------------------------------------------------------------------------------------------------
650 a) HEATING & COOLING Heating & Cooling Roof Top Units Offices/Lab 3,750 sf 1,000 sf 2,750 sf 14,375
650 b) Heating Unit Headers Warehouse 4,521 sf 4,521 sf 0 sf
------------------------------------------------------------------------------------------------------------------------------------
702 MISCELLANEOUS Overhead Doors Seal & Exterior Warehouse 1 ea 1 ea 0 ea 0
Bumper
------------------------------------------------------------------------------------------------------------------------------------
1158 GENERAL CONDITIONS Signs Tenant Exterior Front & Rear 0 pr 0 pr 0 pr
1428 Architect Name 0 ea 0 ea 0 ea
------------------------------------------------------------------------------------------------------------------------------------
69
PROPOSAL TO LEASE NON Proposal Number: WPS2-03NGSASS. (6) Lessee Lessor Adjust- FNC to
SCHEDULE (A) PAGE (2) STANDARD Tenant Number: WPS2 (N/A) Quantity Allows ment Lessee
IMPROVEMENTS
-----------------------------------------------------------------------------------------------------------------------------------
250 a) ROOF Cut & Patch RTU Lab 1 ea (None) ea 1 ea 1,122
250 b) Cut & Patch RTU Gas & Elec P. Pocket Lab 2 ea (None) ea 2 ea
250 c) Cut & Patch Unit Heater Xxxx 1 ea (None) ea 1 ea
250 d) Cut & Patch Unit Heater Exist Pent Lab 1 ea (None) ea 1 ea
-----------------------------------------------------------------------------------------------------------------------------------
500 a) PLUMBING Unit Heater Relocate Xxxx 1 ls (None) ls 1 ls 2,531
500 b) Unit Heater Gas Piping Xxxx 35 lf (None) lf 35 lf
500 c) Roof Top Unit Gas Piping Lab 35 lf (None) lf 35 lf
500 d) Water Heater Relocate Offices 1 1s (None) 1s 1 1s
-----------------------------------------------------------------------------------------------------------------------------------
555 a) ELECTRIC Power Wire Roof Top Unit Lab 1 ea (None) ea 1 ea 2,404
555 b) Power Wire Unit Heater Xxxx 1 ea (None) ea 1 ea
555 c) Power Wire Water Heater Office 1 ea (None) ea 1 ea
555 d) Re-Work/Relocate Existing Etc. Xxxx/Xxx/Xxxx 0 0x (Xxxx) 0x 0 0x
000 x) Xxxx. Offs/Lab/Xxxx 1 1s (None) 1s 1 1s
559 Outlets 20 And, 2/Circuit Lab 20 ea (None) ea 20 ea
-----------------------------------------------------------------------------------------------------------------------------------
700 MISCELLANEOUS Demolition Existing Office/Xxxx Wall Offices/Xxxx 42 lf (None) lf 42 lf 966
-----------------------------------------------------------------------------------------------------------------------------------
1100 GENERAL CONDITIONS Labor & Material Tenant Improvements 5,021 sf (None) sf 5,021 sf 2,768
1100 Labor & Material 5,021 sf (None) sf 5,021 sf
1150 Building Permit 1 1s (None) sf 1 1s
1155 Dumpster 1 ea (None) ea 1 ea
Cleaning Construction & Finel 5,021 sf (None) sf 5,021 sf
------------------------------------------------------------------------------------------------------------------------------------
TOTAL COST OF CONSTRUCTION (DUE UPON COMPLETION)--------------------------------------------------------------$61,602 $61,602
------------------------------------------------------------------------------------------------------------------------------------
