Exhibit 10.10
EXECUTION COPY
LEASE AGREEMENT BETWEEN
W9/TIB III REALTY, L.L.C.,
AS LANDLORD, AND
AIRVANA, INC.,
AS TENANT
DATED AUGUST 4, 2005
00 XXXXX XXXX, XXXXXXXXXX, XXXXXXXXXXXXX
BASIC LEASE INFORMATION
Lease Date: August 4, 2005
Landlord: W9/TIB III REALTY, L.L.C., a Delaware limited liability
company
Tenant: AIRVANA, INC., a Delaware corporation
Premises: Approximately 22,622 square feet in the building as more
particularly shown on Exhibit A attached hereto, which
building contains approximately 64,250 rentable square
feet (the "BUILDING") and is located at 00 Xxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx, as shown on the site plan
attached hereto as Exhibit A-1. The land on which the
Building is located (the "LAND") is described on Exhibit
B and includes certain parking areas, roadways and
driveways. The term "PROJECT" shall collectively refer to
the Building, the Land and the driveways, parking
facilities, loading dock areas, roadways, any rail tracks
associated with the Building and similar improvements and
easements associated with the foregoing or the operation
thereof.
Term: Approximately seventy-seven (77) months, commencing on
the Commencement Date and ending at 11:59 p.m. local time
on April 30, 2012, subject to adjustment and earlier
termination as provided in the Lease.
Commencement Date: The earlier of (a) the date on which Tenant occupies any
portion of the Premises and begins conducting business
therein, provided that the term "conducting business"
shall not include the completion of the Work, or (b)
subject to the provisions of Section 28(g) below,
November 20, 2005. Subject to the provisions of Section
28(g) below, Tenant shall have access to the Premises
upon full execution of the Lease for performance of the
Work and installation of communications equipment and
furniture and other fit-up components, business fixtures
and equipment. During the period between the date on
which Tenant takes possession of the Premises for such
purposes and the Commencement Date, Tenant shall be
subject to all the provisions of this Lease except
payment of Basic Rent and Additional Rent (defined
below).
Basic Rent Basic Rent shall be the following amounts for the
following periods of time:
ANNUAL BASIC MONTHLY
LEASE MONTH RENT RATE BASIC RENT
----------- ------------ ----------
Commencement Date through April 30, 2008 $203,598.00 $16,966.50
May 1, 2008 through April 30, 2010 $214,909.00 $17,909.08
May 1, 2010 through April 30, 2012 $220,564.50 $18,380.38
As used herein, the term "LEASE MONTH" means each
calendar month during the Term (and if the Commencement
Date does not occur on the first day of a calendar month,
the period from the Commencement Date to the first day of
the next calendar month shall be included in the first
Lease Month for purposes of determining the duration of
the Term and the monthly Basic Rent rate applicable for
such partial month).
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Additional Rent: Tenant's Proportionate Share of Operating Costs, Taxes
and Insurance Costs.
Letter of Credit: $50,899.50
Rent: Basic Rent, Additional Rent, and all other sums that
Tenant may owe to Landlord or otherwise be required to
pay under the Lease.
Permitted Use: Office, research and development laboratory and light
assembly.
Tenant's Proportionate Share: 35.20%, which is the percentage obtained by dividing (a)
the number of rentable square feet in the Premises as
stated above by (b) the 64,250 rentable square feet in
the Building. Landlord and Tenant stipulate that the
number of rentable square feet in the Premises and in the
Building set forth above is conclusive and shall be
binding upon them.
Initial Liability Insurance $3,000,000
Amount:
Tenant's Address: Prior to Commencement Date: Following Commencement Date:
Airvana, Inc. Airvana, Inc.
00 Xxxxx Xxxx 00 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attention: Chief Financial Officer Attention: Chief Financial Officer
Telephone: 000-000-0000 Telephone: 000-000-0000
Telecopy: 000-000-0000 Telecopy: 000-000-0000
With a copy to:
Xxxxxx Xxxxxx Xxxxxxxxx
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Esq.
Telephone: 000-000-0000
Telecopy: 617-526-5000
Landlord's Address: With a copy to:
W9/TIB III Realty, L.L.C. W9/TIB III Realty, L.L.C.
c/x Xxxxx & Xxxxx Management c/o Archon Group, L.P.
Services, Inc. 000 Xxxx Xxx Xxxxxxx Xxxx., Xxxxx 000
000 Xxxxxx Xxxx, Xxxxx 0 Xxxxxx, Xxxxx 00000
Xxxxxxxxx, XX 00000 Attention: General Counsel - 00 Xxxxx Xxxx, Xxxxxxxxxx, XX
Attention: Property Manager Telephone: 000-000-0000
Telephone: 000-000-0000 Telecopy: 000-000-0000
Telecopy: 000-000-0000
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The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.
LANDLORD: W9/TIB III REALTY, L.L.C., a Delaware
limited liability company
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
TENANT: AIRVANA, INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CFO and Vice President
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TABLE OF CONTENTS
PAGE NO.
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1. Definitions and Basic Provisions.............................. 1
2. Lease Grant................................................... 1
3. Tender of Possession.......................................... 1
4. Rent.......................................................... 1
(a) Payment.................................................. 1
(b) Operating Costs; Taxes................................... 1
(c) Tenant Inspection Right.................................. 4
(d) [Intentionally Omitted.]................................. 4
5. Delinquent Payment; Handling Charges.......................... 5
6. Intentionally omitted......................................... 5
7. Landlord's Maintenance Obligations............................ 5
(a) Building's Structure..................................... 5
(b) Other Landlord Obligations............................... 5
(c) Landlord Representations................................. 5
8. Improvements; Alterations; Tenant's Maintenance and Repair
Obligations................................................ 6
(a) Improvements; Alterations................................ 6
(b) Repairs; Maintenance..................................... 6
(c) Performance of Work...................................... 7
(d) Mechanic's Liens......................................... 7
(e) Janitorial Services...................................... 7
9. Utilities..................................................... 8
10. Use........................................................... 8
11. Assignment and Subletting..................................... 8
(a) Transfers................................................ 8
(b) Consent Standards........................................ 8
(c) Request for Consent...................................... 8
(d) Conditions to Consent.................................... 9
(e) Attornment by Subtenants................................. 9
(f) Cancellation............................................. 9
(g) Additional Compensation.................................. 9
(h) Permitted Transfers...................................... 10
12. Insurance; Waivers; Subrogation; Indemnity.................... 10
(a) Tenant's Insurance....................................... 10
(b) Landlord's Insurance..................................... 11
(c) No Subrogation; Waiver of Property Claims................ 11
(d) Indemnity................................................ 11
(e) Cost of Landlord's Insurance............................. 12
13. Subordination; Attornment; Notice to Landlord's Mortgagee..... 12
(a) Subordination............................................ 12
(b) Attornment............................................... 12
(c) Notice to Landlord's Mortgagee........................... 12
(d) Landlord's Mortgagee's Protection Provisions............. 12
(e) Subordination, Non-Disturbance and Attornment Agreement.. 13
14. Rules and Regulations......................................... 13
15. Condemnation.................................................. 13
(a) Total Taking............................................. 13
(b) Partial Taking - Tenant's Rights......................... 13
(c) Partial Taking - Landlord's Rights....................... 13
(d) Temporary Taking......................................... 14
(e) Award.................................................... 14
(f) Restoration.............................................. 14
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16. Fire or Other Casualty........................................ 14
(a) Repair Estimate.......................................... 14
(b) Tenant's Rights.......................................... 14
(c) Landlord's Rights........................................ 14
(d) Repair Obligation........................................ 15
(e) Abatement of Rent........................................ 15
17. Personal Property Taxes....................................... 15
18. Events of Default............................................. 15
(a) Payment Default.......................................... 15
(b) Cross Default............................................ 15
(c) Estoppel................................................. 16
(d) Insurance................................................ 16
(e) Mechanic's Liens......................................... 16
(f) Other Defaults........................................... 16
(g) Insolvency............................................... 16
19. Remedies...................................................... 16
(a) Termination of Lease..................................... 16
(b) Termination of Possession................................ 16
(c) Perform Acts on Behalf of Tenant......................... 17
20. Payment by Tenant; Non-Waiver; Cumulative Remedies............ 17
(a) Payment by Tenant........................................ 17
(b) No Waiver................................................ 17
(c) Cumulative Remedies...................................... 17
21. Intentionally Omitted......................................... 17
22. Surrender of Premises......................................... 17
23. Holding Over.................................................. 18
24. Certain Rights Reserved by Landlord........................... 18
(a) Building Operations...................................... 18
(b) Security................................................. 18
(c) Prospective Purchasers and Lenders....................... 19
(d) Prospective Tenants...................................... 19
25. Intentionally omitted......................................... 19
26. Miscellaneous................................................. 19
(a) Landlord Transfer........................................ 19
(b) Landlord's Liability..................................... 19
(c) Force Majeure............................................ 19
(d) Brokerage................................................ 19
(e) Estoppel Certificates.................................... 19
(f) Notices.................................................. 20
(g) Separability............................................. 20
(h) Amendments; Binding Effect; No Electronic Records........ 20
(i) Quiet Enjoyment.......................................... 20
(j) No Merger................................................ 20
(k) No Offer................................................. 20
(l) Entire Agreement......................................... 20
(m) Waiver of Jury Trial..................................... 20
(n) Governing Law............................................ 20
(o) Notice of Lease.......................................... 21
(p) Water or Mold Notification............................... 21
(q) Joint and Several Liability.............................. 21
(r) Financial Reports........................................ 21
(s) Landlord's Fees.......................................... 21
(t) Telecommunications....................................... 21
(u) Confidentiality.......................................... 21
(v) Authority................................................ 22
(w) Rooftop Equipment........................................ 22
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(x) Signage.................................................. 22
(y) List of Exhibits......................................... 23
(z) Prohibited Persons and Transactions...................... 23
(aa) Landlord's Default....................................... 23
(bb) Failure of Tenant to Continuously Occupy the Premises.... 23
27. Letter of Credit.............................................. 23
(a) General Provisions....................................... 23
(b) Drawings under Letter of Credit.......................... 24
(c) Use of Proceeds by Landlord.............................. 24
(d) Additional Covenants of Tenant........................... 25
(e) Transfer of Letter of Credit............................. 25
(f) Nature of Letter of Credit............................... 25
28. Environmental Requirements.................................... 25
(a) Prohibition against Hazardous Materials.................. 25
(b) Environmental Requirements............................... 26
(c) Removal of Hazardous Materials........................... 26
(d) Tenant's Indemnity....................................... 26
(e) Inspections and Tests.................................... 27
(f) Tenant's Financial Assurance in the Event of a Breach.... 27
(g) ACM Removal.............................................. 27
29. Parking....................................................... 28
30. Other Provisions.............................................. 28
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LIST OF DEFINED TERMS
PAGE NO.
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00 XXXXX XXXX LEASE............................................... 15
2004 ESTIMATED OPERATING COSTS.................................... 2
ABATEMENT PERIOD.................................................. 27
ACM CONTRACTORS................................................... 27
ACM WORK.......................................................... 27
AFFILIATE......................................................... 1
APPROVAL CRITERIA................................................. D-2
ARCHITECT......................................................... D-1
AS-IS............................................................. D-1
BASIC LEASE INFORMATION........................................... 1
BUILDING.......................................................... i
BUILDING'S STRUCTURE.............................................. 1
BUILDING'S SYSTEMS................................................ 1
CASUALTY.......................................................... 14
COMPLETED APPLICATION FOR PAYMENT................................. D-3
CONSTRUCTION ALLOWANCE............................................ D-3
CONSTRUCTION ALLOWANCE INCREASE................................... D-3
DAMAGE NOTICE..................................................... 14
DEFAULT RATE...................................................... 5
ENVIRONMENTAL REQUIREMENTS........................................ 26
EVENT OF DEFAULT.................................................. 15
FINAL LC EXPIRATION DATE.......................................... 23
GAAP.............................................................. 10
HAZARDOUS MATERIALS............................................... 26
INSURANCE COSTs................................................... 12
LAND.............................................................. i
LANDLORD.......................................................... 1, E-1
LANDLORD'S MORTGAGEE.............................................. 12
LAW............................................................... 1
LAWS.............................................................. 1
LC PROCEEDS ACCOUNT............................................... 24
LEASE............................................................. 1, E-1, F-1
LEASE MONTH....................................................... i
LETTER OF CREDIT.................................................. 23
LETTER OF CREDIT AMOUNT........................................... 23
LOSS.............................................................. 11
MORTGAGE.......................................................... 12
OFAC.............................................................. 23
OPERATING COSTS................................................... 2
OPERATING COSTS AND TAX STATEMENT................................. 4
PERMITTED TRANSFER................................................ 9
PERMITTED TRANSFEREE.............................................. 9
PREVAILING RENTAL RATE............................................ G-1
PRIMARY LEASE..................................................... 12
PROJECT........................................................... i
PUNCHLIST ITEMS................................................... E-1
REPAIR PERIOD..................................................... 14
RESTRICTED PARKING AREA........................................... 8
ROOFTOP EQUIPMENT................................................. 22
SECURITY DEPOSIT LAWS............................................. 25
SNDA.............................................................. 13
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SPACE PLANS....................................................... D-1
SUBSTANTIAL COMPLETION............................................ D-3
SUBSTANTIALLY COMPLETED........................................... D-3
TAKING............................................................ 13
TANGIBLE NET WORTH................................................ 10
TAXES............................................................. 3
TELECOMMUNICATIONS SERVICES....................................... 21
TENANT............................................................ 1, 16, E-1
TENANT PARTY...................................................... 1
TENANT'S OFF-PREMISES EQUIPMENT................................... 1
TOTAL CONSTRUCTION COSTS.......................................... D-3
TRANSFER.......................................................... 8
WORK.............................................................. D-1
WORKING DRAWINGS.................................................. D-1
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LEASE
THIS LEASE AGREEMENT (this "LEASE") is entered into as of August __, 2005,
between W9/TIB III REALTY, L.L.C., a Delaware limited liability company
("LANDLORD"), and AIRVANA, INC., a Delaware corporation ("TENANT").
1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic provisions
set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION")
executed by Landlord and Tenant contemporaneously herewith are incorporated
herein by reference for all purposes. Additionally, the following terms shall
have the following meanings when used in this Lease: "AFFILIATE" means any
person or entity which, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
party in question; "BUILDING'S STRUCTURE" means the Building's exterior walls,
roof, footings, foundations, structural portions of load-bearing walls,
structural floors and subfloors, and structural columns and beams; "BUILDING'S
SYSTEMS" means the Building's HVAC, life-safety, plumbing, electrical, and
mechanical systems; "including" means including, without limitation; "LAWS"
means all federal, state, and local laws, ordinances, rules and regulations, all
court orders, governmental directives, and governmental orders, and all
interpretations of the foregoing, and all restrictive covenants affecting the
Project, and "LAW" means any of the foregoing; "TENANT'S OFF-PREMISES EQUIPMENT"
means any of Tenant's equipment or other property that may be located on or
about the Project (other than on the Premises); and "TENANT PARTY" means any of
the following persons: Tenant; any assignees claiming by, through, or under
Tenant; any subtenants claiming by, through, or under Tenant; and any of their
respective agents, contractors, employees, licensees, guests and invitees.
2. LEASE GRANT. Subject to the terms of this Lease, Landlord leases to
Tenant, and Tenant leases from Landlord, the Premises.
3. TENDER OF POSSESSION. Possession of the Premises will be tendered to
Tenant in the condition required by this Lease on the Lease Date. Within ten
(10) days after request by Landlord, Tenant shall execute and deliver to
Landlord a letter substantially in the form of Exhibit E hereto confirming (1)
the Commencement Date and the expiration date of the initial Term, and (2) that
Tenant has accepted the Premises. However, the failure of the parties to execute
such letter shall not defer the Commencement Date or otherwise invalidate this
Lease. Occupancy of the Premises by Tenant prior to the Commencement Date shall
be subject to all of the provisions of this Lease excepting only those requiring
the payment of Basic Rent and Additional Rent.
4. RENT.
(a) PAYMENT. Tenant shall timely pay to Landlord Rent, without notice
(except as set forth in Section 4(b)(1) below), demand, deduction or set off
(except as otherwise expressly provided herein), by good and sufficient check
drawn on a national banking association at Landlord's address provided for in
this Lease or as otherwise specified by Landlord and shall be accompanied by all
applicable state and local sales or use taxes. The obligations of Tenant to pay
Basic Rent and other sums to Landlord and the obligations of Landlord under this
Lease are independent obligations. Basic Rent, adjusted as herein provided,
shall be payable monthly in advance. The first monthly installment of Basic Rent
shall be payable contemporaneously with the execution of this Lease; thereafter,
Basic Rent shall be payable on the first day of each month beginning on the
first day of the second full calendar month of the Term. The monthly Basic Rent
for any partial month at the beginning of the Term shall equal the product of
1/365 of the annual Basic Rent in effect during the partial month and the number
of days in the partial month, and shall be due on the Commencement Date.
Payments of Basic Rent for any fractional calendar month at the end of the Term
shall be similarly prorated. Tenant shall pay Additional Rent at the same time
and in the same manner as Basic Rent.
(b) OPERATING COSTS; TAXES.
(1) Tenant shall pay to Landlord Tenant's Proportionate Share of
the annual Operating Costs (defined below). Landlord may make a good faith
estimate of Tenant's Proportionate Share of Operating Costs to be due by
Tenant for any calendar year or part thereof during the Term. During each
calendar year or partial calendar year of the Term, Tenant shall pay to
Landlord, in advance concurrently with each monthly installment of Basic
Rent, an amount equal to the estimated Tenant's
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Proportionate Share of Operating Costs for such calendar year or part
thereof divided by the number of months therein. From time to time,
Landlord may estimate and re-estimate the amount of Tenant's Proportionate
Share of Operating Costs to be due by Tenant and deliver a copy of the
estimate or re-estimate to Tenant. Thereafter, the monthly installments of
Tenant's Proportionate Share of Operating Costs payable by Tenant shall be
appropriately adjusted in accordance with the estimations so that, by the
end of the calendar year in question, Tenant shall have paid all of
Tenant's Proportionate Share of Operating Costs as estimated by Landlord.
Any amounts paid based on such an estimate shall be subject to adjustment
as herein provided when actual Operating Costs are available for each
calendar year.
(2) The term "OPERATING COSTS" means all expenses and
disbursements (subject to the limitations set forth below) that Landlord
incurs in connection with the ownership, operation, and maintenance of the
Project, determined in accordance with sound accounting principles
consistently applied, including the following costs: (A) wages and salaries
of all on-site employees at or below the grade of senior building manager
engaged in the operation, maintenance or security of the Project (together
with Landlord's reasonable allocation of expenses of off-site employees at
or below the grade of senior building manager who perform a portion of
their services in connection with the operation, maintenance or security of
the Project), including taxes, insurance and benefits relating thereto; (B)
all supplies and materials used in the operation, maintenance, repair,
replacement, and security of the Project; (C) repairs and general
maintenance of the Project including paving and parking areas, roads, roof
repairs (Landlord is responsible, at its sole cost and expense, for
replacement of the parking areas and Building Structure items as provided
in Section 7), alleys and driveways, trash collection, sweeping and removal
of trash for the common areas, mowing and snow removal, landscaping and
exterior painting, the cost of maintaining utility lines, fire sprinklers
and fire protection systems, exterior lighting, and mechanical and plumbing
systems serving the Project and, to the extent the following items serve
more than one tenant in the Project, dock doors, drains and sump pumps; (D)
other costs (exclusive of fair market rental) with respect to the
management office for the Project; (E) service, maintenance and management
contracts with independent contractors for the operation, maintenance,
management, repair, replacement, and security of the Project (including
alarm service, window cleaning, and elevator maintenance); (F) costs of
professional services rendered for the general benefit of the Project; (G)
environmental insurance or environmental management fees; (H) the cost of
any insurance deductibles for insurance required to be maintained by
Landlord; and (I) costs for capital improvements made in order to comply
with any Law hereafter promulgated by any governmental authority or any new
interpretations of any Law hereafter rendered with respect to any existing
Law, as amortized using a commercially reasonable interest rate over the
useful economic life of such improvements as determined by Landlord in its
reasonable discretion. Attached hereto as Exhibit J is a line item summary
of estimated Operating Costs for calendar year 2005 ("2005 ESTIMATED
OPERATING COSTS") and said line item summary encompasses all categories of
Operating Costs for the Project. The 2005 Estimated Operating Costs reflect
Landlord's good faith estimate of such estimated Operating Costs for
calendar year 2005. Notwithstanding the 2005 Estimated Operating Costs,
Tenant acknowledges and agrees that the actual Operating Costs for calendar
year 2005 and for future calendar years may exceed the 2005 Estimated
Operating Costs and that Landlord is making no representation or warranty
as to the actual Operating Costs for calendar year 2005 and for future
calendar years. Notwithstanding any provisions of this Lease to the
contrary, Operating Costs related to the Project (as opposed to Operating
Costs related solely to the Premises) shall be determined by the recorded
easement agreements referenced in Exhibit B attached hereto and Tenant's
Proportionate Share of Operating Costs related to the Project shall equal
all those costs Landlord is required to pay under said easement agreements
as fee owner of the Premises exclusive of any costs relating to the
replacement of the parking areas.
If any roof repair caused by a roof leak is required (provided such
leak was not caused by any act or omission by any Tenant Party) on more
than five (5) different occasions in a given calendar year and an
experienced roof consultant mutually selected by Landlord and Tenant
determines in its reasonable judgment that the roof should be replaced (as
opposed to repaired), Landlord shall replace the roof within a reasonable
time period at its sole cost and expense.
Operating Costs shall not include costs for (i) capital improvements
made to the Project, other than capital improvements described in Section
4(b)(2)(I) and except for items which are generally considered maintenance
and repair items, such as painting of common areas, replacement of carpet
in
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elevator lobbies (if any), and the like; (ii) repair, replacements and
general maintenance paid by proceeds of insurance or by Tenant or other
third parties; (iii) principal, interest, amortization or other payments on
loans to Landlord; (iv) depreciation; (v) leasing commissions; (vi) legal
expenses for services, other than those that benefit the Project tenants
generally (e.g., tax disputes) (vii) Taxes; (viii) Insurance Costs; (ix)
renovating or otherwise improving space for occupants of the Project or
vacant space in the Project; (x) federal income taxes imposed on or
measured by the income of Landlord from the operation of the Project; (xi)
any ground or underlying lease rental; (xii) rentals for items which if
purchased, rather than rented, would constitute a capital cost; (xiii)
costs incurred by Landlord to the extent that Landlord is reimbursed by
insurance proceeds or is otherwise reimbursed; (xiv) advertising and
promotional expenditures, and costs of acquisition and maintenance of signs
in or on the Building identifying the owner of the Building; (xv) marketing
costs, including attorneys' fees (in connection with the negotiation and
preparation of letters, deal memos, letters of intent, leases, subleases
and/or assignments), space planning costs, and other costs and expenses
incurred in connection with lease, sublease and/or assignment negotiations
and transactions with prospective tenants or other occupants of the
Building; (xvi) management fees paid or charged by Landlord in connection
with the management of the Building to the extent such management fee is in
excess of the management fee customarily paid or charged by landlords of
the comparable buildings in the vicinity of the Building; (xvii) amounts
paid to Landlord or to subsidiaries or affiliates of Landlord for goods
and/or services in the Building to the extent the same exceeds the costs of
such goods and/or services rendered by unaffiliated third parties on a
competitive basis; (xviii) Landlord's general corporate overhead and
general and administrative expenses; (xix) costs incurred in connection
with upgrading the Building to comply with laws, rules, regulations and
codes in effect prior to the Lease Date; (xx) all assessments and premiums
(exclusive of real estate taxes and insurance premiums) which are not
specifically charged to Tenant because of what Tenant has done, which can
be paid by Landlord in installments without any interest or penalties,
shall be paid by Landlord in the maximum number of installments permitted
by law and not included as Operating Costs except in the year in which the
assessment or premium installment is actually paid; (xxi) costs arising
from Landlord's charitable or political contributions; (xxii) costs for
sculpture, paintings or other objects of art; and (xxiii) costs associated
with the operation of the business of the entity which constitutes Landlord
as the same are distinguished from the costs of operation of the Building,
including accounting and legal matters, costs of defending any lawsuits
with any mortgagee (except as the actions of Tenant may be in issue), costs
of selling, syndicating, financing, mortgaging or hypothecating any of
Landlord's interest in the Building, costs incurred in connection with any
disputes between Landlord and its employees, between Landlord and Building
management, or between Landlord and other tenants or occupants.
(3) Tenant shall also pay Tenant's Proportionate Share of the
Taxes for each year and partial year falling within the Term. Tenant shall
pay Tenant's Proportionate Share of Taxes in the same manner as provided
above for Tenant's Proportionate Share of Operating Costs. "TAXES" means
taxes, assessments, and governmental charges or fees whether federal,
state, county or municipal, and whether they be by taxing districts or
authorities presently taxing or by others, subsequently created or
otherwise, and any other taxes and assessments (including non-governmental
assessments for common charges under a restrictive covenant or other
private agreement that are not treated as part of Operating Costs) now or
hereafter attributable to the Project (or its operation), excluding,
however, penalties and interest thereon and federal and state taxes on
income, and inheritance, estate, succession, transfer, gift, franchise, or
capital stock tax, or any income taxes arising out of or related to
ownership and operation of income producing real estate, or any excise
taxes imposed upon Landlord based upon gross or net rentals or other income
received by it (if the present method of taxation changes so that in lieu
of or in addition to the whole or any part of any Taxes, there is levied on
Landlord a capital tax directly on the rents received therefrom or a
franchise tax, assessment, or charge based, in whole or in part, upon such
rents for the Project, then all such taxes, assessments, or charges, or the
part thereof so based, shall be deemed to be included within the term
"Taxes" for purposes hereof). Taxes shall include the costs of consultants
retained in an effort to lower taxes and all costs incurred in disputing
any taxes or in seeking to lower the tax valuation of the Project. Upon
Tenant's reasonable prior written request of Landlord, Tenant may request
that Landlord file for an abatement or protest or appeal the appraised
value of the Premises. Tenant shall use good faith efforts to provide
notice to Landlord of such request at least forty-five (45) days prior to
the date by which such abatement, protest or appeal must be filed under
applicable Law. Within fifteen (15) business days of the date Landlord
receives such request from Tenant, Landlord shall notify Tenant as to
3
whether Landlord elects to pursue such abatement, protest or appeal, and,
if Landlord so elects to pursue the same, then within a reasonable period
of time required to preserve Landlord's rights to engage in any such
abatement, protest or appeal, Landlord shall commence and diligently pursue
such abatement, protest or appeal with an attorney or tax consultant
reasonably satisfactory to Tenant. Tenant hereby acknowledges that Deloitte
Touche (or any other national firm with which Landlord has an arrangement
from time to time with respect to abatement work) shall be deemed
acceptable to Tenant. If within such fifteen (15) business day period
Landlord does not notify Tenant that Landlord elects to pursue any such
abatement, protest or appeal, Tenant shall then have the right to pursue
such abatement, protest or appeal using an attorney or tax consultant
reasonably satisfactory to Landlord.
(4) By April 1 of each calendar year, or as soon thereafter as
practicable, Landlord shall furnish to Tenant a statement of Operating
Costs and Taxes for the previous year (the "OPERATING COSTS AND TAX
STATEMENT"). If Tenant's payments of Operating Costs or Taxes under this
Section 4(b) for the year covered by the Operating Costs and Tax Statement
exceed Tenant's Proportionate Share of such items as indicated in the
Operating Costs and Tax Statement, then Landlord shall promptly credit or
reimburse Tenant for such excess; likewise, if Tenant's payments of
Operating Costs or Taxes under this Section 4(b) for such year are less
than Tenant's Proportionate Share of such items as indicated in the
Operating Costs and Tax Statement, then Tenant shall promptly pay Landlord
such deficiency.
(c) TENANT INSPECTION RIGHT. After receiving an annual Operating Costs
and Tax Statement and giving Landlord 30-days' prior written notice thereof,
Tenant may inspect or audit Landlord's records relating to Operating Costs and
Taxes for the period of time covered by such Operating Costs and Tax Statement
in accordance with the following provisions. If Tenant fails to object to the
calculation of Operating Costs and Taxes on an annual Operating Costs and Tax
Statement within 60 days after the statement has been delivered to Tenant, or if
Tenant fails to conclude its audit or inspection within 120 days after the
statement has been delivered to Tenant, then Tenant shall have waived its right
to object to the calculation of Operating Costs and Taxes for the year in
question and the calculation of Operating Costs and Taxes set forth on such
statement shall be final. Tenant's audit or inspection shall be conducted where
Landlord maintains its books and records, shall not unreasonably interfere with
the conduct of Landlord's business, and shall be conducted only during business
hours reasonably designated by Landlord. Tenant shall pay the cost of such audit
or inspection, including $150 per hour of Landlord's or the building manager's
employee time devoted to such inspection or audit in excess of eight (8) hours
for any such inspection or audit to reimburse Landlord for its overhead costs
allocable to the inspection or audit, unless the total Operating Costs and Taxes
for the period in question is determined to be in error by more than 5% in the
aggregate, and, as a result thereof, Tenant paid to Landlord at least 5% more
than the actual Operating Costs and Taxes due for such period, in which case
Landlord shall pay the audit cost. Tenant may not conduct an inspection or have
an audit performed more than once during any calendar year. Tenant or the
accounting firm conducting such audit shall, at no charge to Landlord, submit
its audit report in draft form to Landlord for Landlord's review and comment
before the final approved audit report is submitted to Landlord, and any
reasonable comments by Landlord shall be incorporated into the final audit
report. If such inspection or audit reveals that an error was made in the
Operating Costs or Taxes previously charged to Tenant, then Landlord shall
refund to Tenant any overpayment of any such costs, or Tenant shall pay to
Landlord any underpayment of any such costs, as the case may be, within 30 days
after notification thereof. Provided Landlord's accounting for Operating Costs
and Taxes is consistent with the terms of this Lease, Landlord's good faith
judgment regarding the proper interpretation of this Lease and the proper
accounting for Operating Costs and Taxes shall be binding on Tenant in
connection with any such audit or inspection. Tenant shall maintain the results
of each such audit or inspection confidential and shall not be permitted to use
any third party to perform such audit or inspection, other than an independent
firm of certified public accountants (1) reasonably acceptable to Landlord, (2)
which is not compensated on a contingency fee basis or in any other manner which
is dependent upon the results of such audit or inspection (and Tenant shall
deliver the fee agreement or other similar evidence of such fee arrangement to
Landlord upon request), and (3) which agrees with Landlord in writing to
maintain the results of such audit or inspection confidential. Notwithstanding
the foregoing, Tenant shall have no right to conduct an audit if Landlord
furnishes to Tenant an audit report for the period of time in question prepared
by an independent certified public accounting firm of recognized national
standing (whether originally prepared for Landlord or another party). Nothing in
this Section 4(c) shall be construed to limit, suspend or xxxxx Tenant's
obligation to pay Rent when due, including Additional Rent.
(d) [Intentionally Omitted.]
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5. DELINQUENT PAYMENT; HANDLING CHARGES. All past due payments required of
Tenant hereunder shall bear interest from the date due until paid at the lesser
of twelve percent (12%) per annum or the maximum lawful rate of interest (such
lesser amount is referred to herein as the "DEFAULT RATE"); additionally,
Landlord, in addition to all other rights and remedies available to it, may
charge Tenant a fee not greater than five percent of the delinquent payment to
reimburse Landlord for its reasonable and actual costs incurred as a consequence
of Tenant's delinquency. In no event, however, shall the charges permitted under
this Section 5 or elsewhere in this Lease, to the extent they are considered to
be interest under applicable Law, exceed the maximum lawful rate of interest.
Notwithstanding the foregoing, the late fee referenced above shall not be
charged with respect to the first occurrence (but not any subsequent occurrence)
during any 12 month period that Tenant fails to make payment when due, until
five days after Landlord delivers written notice of such delinquency to Tenant.
6. INTENTIONALLY OMITTED.
7. LANDLORD'S MAINTENANCE OBLIGATIONS.
(a) BUILDING'S STRUCTURE. This Lease is intended to be a net lease;
accordingly, Landlord's obligations are limited to the replacement of the
Building's Structure and the parking areas, at its sole cost and expense;
Landlord shall not be responsible for (1) any such work until Tenant notifies
Landlord of the need therefor in writing or (2) for alterations to the
Building's Structure required by applicable Law because of Tenant's use of the
Premises (which alterations shall be Tenant's responsibility). Neither Landlord
nor Tenant shall have the roof inspected or have any communications with any
person or entity regarding any aspect of the roof without obtaining the prior
written consent of the other party except to the extent required by Law. The
Building's Structure does not include skylights, windows, glass or plate glass,
doors or overhead doors, special fronts, or office entries, dock bumpers, dock
plates or levelers, loading areas and docks, and loading dock equipment, all of
which shall be maintained by Tenant; provided, however, Landlord shall replace
at its sole cost and expense the windows identified on Exhibit K attached hereto
with windows substantially similar to the existing Building windows and replace
the seal on the dock overhead shown on Exhibit K within one hundred twenty (120)
days after the Lease Date. Landlord's liability for any defects, repairs,
replacement or maintenance for which Landlord is specifically responsible for
under this Lease shall be limited to the cost of performing the work.
(b) OTHER LANDLORD OBLIGATIONS. Additionally, Landlord shall maintain
and repair as necessary the Building's Structure and the parking areas, common
Building's Systems, including the main electric transformer, the sprinkler
system, the fire alarm system and the sewage sump pumps, and other common areas
of the Project, including driveways, alleys, landscape and grounds surrounding
the Building and utility lines in a good condition, consistent with the
operation of a bulk warehouse/industrial or service center facility, including
maintenance, repair, and replacement of rail tracks serving the Premises, the
exterior of the Building (including painting), landscaping sprinkler systems,
and any items normally associated with the foregoing (which shall include the
services customarily provided to comparable properties by reputable professional
management companies, including, without limitation, maintenance, repairs and
replacement of (u) the parking area associated with the Building and located on
the Premises, (v) all grass, shrubbery and other landscape treatments on the
Premises, (w) the exterior of the Building (including painting), (x) exterior
sprinkler systems and sewage lines, and (y) any other maintenance, repair or
replacement items normally associated with the foregoing). All costs in
performing the work described in the foregoing sentence shall be included in
Operating Costs. Tenant shall promptly notify Landlord in writing of any work
required to be performed under this Section 7, and Landlord shall not be
responsible for performing such work until Tenant delivers to Landlord such
notice. Additionally, in no event shall Landlord be responsible for alterations
to the Building's Structure required by applicable Law because of Tenant's use
of the Premises (which alterations shall be made by Tenant at its sole cost and
expense). Notwithstanding anything to the contrary contained herein, Landlord
shall, in its sole and absolute discretion, determine the appropriate remedial
action required of it to satisfy its maintenance obligations hereunder (e.g.,
Landlord shall, in its sole discretion, determine whether, and to the extent,
repairs or replacements are the appropriate remedial action).
(c) LANDLORD REPRESENTATIONS. As of the Lease Date, Landlord
represents and warrants to Tenant that: (i) Landlord holds fee simple title to
the Premises, subject to no mortgage; (ii) no other party has any possessory
right to the Premises or has claimed the same; and (iii) the Building's
Structure and parking areas shall be in good condition and repair.
5
8. IMPROVEMENTS; ALTERATIONS; TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.
(a) IMPROVEMENTS; ALTERATIONS. Improvements to the Premises shall be
installed at Tenant's expense only in accordance with plans and specifications
which have been previously submitted to and approved in writing by Landlord,
which approval shall be governed by the provisions set forth in this Section
8(a). No alterations or physical additions in or to the Premises may be made
without Landlord's prior written consent, which shall not be unreasonably
withheld, conditioned or delayed; however, Landlord may withhold and/or
condition its consent to any alteration or addition that would adversely affect
(in the reasonable discretion of Landlord) (1) the Building's Structure or the
Building's Systems (including the Building's restrooms or mechanical rooms) or
(2) the exterior appearance of the Building or any other portion of the Premises
exterior to the Building. Tenant shall not paint or install lighting or
decorations, signs, window or door lettering, or advertising media of any type
visible from the exterior of the Building without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole and absolute
discretion. Notwithstanding the foregoing, Tenant shall not be required to
obtain Landlord's consent for repainting, recarpeting, or other alterations,
tenant improvements, alterations or physical additions to the Building which are
cosmetic in nature totaling less than $25,000 in any single instance or series
of related alterations performed within a six-month period (provided that Tenant
shall not perform any improvements, alterations or additions to the Premises in
stages as a means to subvert this provision), in each case provided that (A)
Tenant delivers to Landlord written notice thereof, a list of contractors and
subcontractors to perform the work (and certificates of insurance for each such
party) and any plans and specifications therefor prior to commencing any such
alterations, additions, or improvements (for informational purposes only so long
as no consent is required by Landlord as required by this Lease), (B) the
installation thereof does not involve any core drilling or the configuration or
location of any exterior or interior walls of the Building, and (C) such
alterations, additions and improvements will not affect (i) the Building's
Structure or the Building's Systems, or (ii) the appearance of the Project's
common areas or the exterior of the Building. All alterations, additions, and
improvements shall be constructed, maintained, and used by Tenant, at its risk
and expense, in accordance with all Laws; Landlord's consent to or approval of
any alterations, additions or improvements (or the plans therefor) shall not
constitute a representation or warranty by Landlord, nor Landlord's acceptance,
that the same comply with sound architectural and/or engineering practices or
with all applicable Laws, and Tenant shall be solely responsible for ensuring
all such compliance. Tenant shall promptly repair any damage caused by any such
alterations, additions and/or improvements. Landlord hereby consents to the
performance of the improvements set forth on the Space Plans attached hereto as
Exhibit D-1.
(b) REPAIRS; MAINTENANCE. Tenant shall maintain the Premises,
including the loading areas and dock, and loading dock equipment used in
connection with the Premises, in a clean, safe, and operable condition, and
shall not permit or allow to remain any waste or damage to any portion of the
Premises. Additionally, Tenant, at its sole expense, shall repair, replace
(excluding the Building's Structure and the parking areas adjacent to the
Premises) and maintain in good condition and in accordance with all Laws and the
equipment manufacturer's suggested service programs, all portions of the
Premises, Tenant's Off-Premises Equipment and all areas, improvements and
systems exclusively serving the Premises including loading docks, sump pumps,
dock xxxxx, dock equipment and loading areas, dock doors, dock seals, overhead
doors, "levellors" and similar leveling equipment, plumbing, water, fire
sprinkler system, and sewer lines up to points of common connection, entries,
doors, ceilings, windows, interior walls, and the interior side of demising
walls, and heating, ventilation and air conditioning systems (including any
evaporative units), and other building and mechanical systems, in each case
exclusively serving the Premises. Such repair and replacements include capital
expenditures and repairs whose benefit may extend beyond the Term. No later than
fourteen (14) days prior to the end of the Term, Tenant shall deliver to
Landlord a certificate from an engineer reasonably acceptable to Landlord
certifying that all such items which Tenant is required to maintain hereunder
are then in good repair and condition and have been maintained in accordance
with this Section 8. Tenant shall repair or replace, subject to Landlord's
direction and supervision, any damage to the Building caused by a Tenant Party.
If Tenant fails to make such repairs or replacements within fifteen (15) days
after the occurrence of such damage, then Landlord may make the same at Tenant's
cost. If any such damage for which Tenant is responsible for pursuant to this
Section 8 occurs outside of the Building, then Landlord may elect to repair such
damage at Tenant's expense, rather than having Tenant repair such damage. The
cost of all maintenance, repair or replacement work performed by Landlord under
this Section 8 shall be paid by Tenant to Landlord within thirty (30) days after
Landlord has invoiced Tenant therefor.
6
(c) PERFORMANCE OF WORK. All work described in this Section 8 shall be
performed only by Landlord or by contractors and subcontractors approved in
writing by Landlord, such approval not to be unreasonably withheld, conditioned
or delayed. Tenant shall cause all contractors and subcontractors to procure and
maintain insurance coverage naming Landlord, Landlord's property management
company and Landlord's asset management company as additional insureds against
such risks, in such amounts, and with such companies as Landlord may reasonably
require. Tenant shall provide Landlord with the identities, mailing addresses
and telephone numbers of all persons performing work or supplying materials
prior to beginning such construction and Landlord may post on and about the
Premises notices of non-responsibility pursuant to applicable Laws. All such
work shall be performed in accordance with all Laws and in a good and
workmanlike manner so as not to damage the Building (including the Premises, the
Building's Structure and the Building's Systems). All such work which may affect
the Building's Structure or the Building's Systems must be approved by the
Building's engineer of record at Tenant's expense and, at Landlord's election,
must be performed by Landlord's usual contractor for such work, provided that
the cost of such contractor's work shall not exceed the cost of other
similar-quality contractors for similar services in other similar buildings
located in the submarket in the city in which the Building is located. All work
affecting the roof of the Building must be performed by Landlord's roofing
contractor, and no such work will be permitted if it would void or reduce the
warranty on the roof. Upon Landlord's request, Tenant shall provide sworn
statements, including the names, addresses and copies of contracts for all
contractors, and upon completion of any work shall promptly furnish Landlord
with sworn owner's and contractor's statements and full and final waivers of
lien covering all labor and materials included in the work in question.
(d) MECHANIC'S LIENS. All work performed, materials furnished, or
obligations incurred by or at the request of a Tenant Party shall be deemed
authorized and ordered by Tenant only, and Tenant shall not permit any
mechanic's liens to be filed against the Premises or the Project in connection
therewith. Upon completion of any such work, Tenant shall deliver to Landlord
final lien waivers from all contractors, subcontractors and materialmen who
performed such work. If such a lien is filed, then Tenant shall, within ten days
after Landlord has delivered notice of the filing thereof to Tenant (or such
earlier time period as may be necessary to prevent the forfeiture of the
Premises, the Project or any interest of Landlord therein or the imposition of a
civil or criminal fine with respect thereto), either (1) pay the amount of the
lien and cause the lien to be released of record, or (2) diligently contest such
lien and deliver to Landlord a bond or other security reasonably satisfactory to
Landlord. If Tenant fails to timely take either such action, then Landlord may
pay the lien claim, and any amounts so paid, including expenses and interest,
shall be paid by Tenant to Landlord within ten days after Landlord has invoiced
Tenant therefor. Landlord and Tenant acknowledge and agree that their
relationship is and shall be solely that of "landlord-tenant" (thereby excluding
a relationship of "owner-contractor," "owner-agent" or other similar
relationships). Accordingly, all materialmen, contractors, artisans, mechanics,
laborers and any other persons now or hereafter contracting with Tenant, any
contractor or subcontractor of Tenant or any other Tenant Party for the
furnishing of any labor, services, materials, supplies or equipment with respect
to any portion of the Premises, at any time from the date hereof until the end
of the Term, are hereby charged with notice that they look exclusively to Tenant
to obtain payment for same. Nothing herein shall be deemed a consent by Landlord
to any liens being placed upon the Premises, the Project or Landlord's interest
therein due to any work performed by or for Tenant or deemed to give any
contractor or subcontractor or materialman any right or interest in any funds
held by Landlord to reimburse Tenant for any portion of the cost of such work.
Tenant shall defend, indemnify and hold harmless Landlord and its agents and
representatives from and against all claims, demands, causes of action, suits,
judgments, damages and expenses (including attorneys' fees) in any way arising
from or relating to the failure by any Tenant Party to pay for any work
performed, materials furnished, or obligations incurred by or at the request of
a Tenant Party. This indemnity provision shall survive termination or expiration
of this Lease.
(e) JANITORIAL SERVICES. Tenant, at its sole expense, shall provide
its own janitorial services to the Premises and shall maintain the Premises in a
clean and safe condition. Tenant shall store all trash and garbage within the
area and in receptacles designated from time to time by Landlord and shall, at
its sole expense, arrange for the regular pickup of such trash and garbage at
times, and pursuant to reasonable regulations, established by Landlord from time
to time. If Tenant fails to provide janitorial services to the Premises or trash
removal services in compliance with the foregoing, Landlord, in addition to any
other rights and remedies available to it, may provide such services, and Tenant
shall pay to Landlord the cost thereof, plus an administrative fee equal to 15%
of such cost, within ten (10) days after Landlord delivers to Tenant an invoice
therefor.
7
9. UTILITIES. Tenant shall pay for all water, gas, electricity, heat,
telephone, sewer, sprinkler charges and other utilities and services used at the
Premises, together with any taxes, penalties, surcharges, connection charges,
maintenance charges, and the like pertaining to Tenant's use of the Premises.
Tenant, at its expense, shall obtain all utility services for the Premises,
including making all applications therefor, obtaining meters and other related
equipment, and paying all deposits and connection charges. Landlord shall not be
liable for any interruption or failure of utility service to the Premises, and
such interruption or failure of utility service shall not be a constructive
eviction of Tenant, constitute a breach of any implied warranty or entitle
Tenant to any abatement of Tenant's obligations hereunder.
10. USE. Tenant shall use the Premises only for the Permitted Use and shall
comply with all Laws relating to the use, condition, access to, and occupancy of
the Premises and will not commit waste, overload the Building's Structure or the
Building's Systems or subject the Premises to use that would damage the
Premises. The Premises shall not be used for any use which is disreputable or
creates extraordinary fire hazards, or for the storage of any Hazardous
Materials (except as provided in Section 28 hereto). The storage of trucks and
other vehicles and the portable cell tower (which portable cell tower shall be
located only behind the rear of the Building) is permitted within that portion
of the parking area adjacent to the Premises as shown on the plan attached
hereto as Exhibit M (the "RESTRICTED PARKING AREA"); provided, however, to the
extent such vehicles and cell tower are located within parking spaces in the
Restricted Parking Area, such parking spaces shall be among those parking spaces
which Tenant is granted a right to use pursuant to the provisions of Section 29
below. Tenant shall conduct its business and control each other Tenant Party so
as not to create any nuisance or unreasonably interfere with Landlord in its
management of the Building.
11. ASSIGNMENT AND SUBLETTING.
(a) TRANSFERS. Except as provided in Section 11(h), Tenant shall not,
without the prior written consent of Landlord, (1) assign, transfer, or encumber
this Lease or any estate or interest herein, whether directly or by operation of
law, (2) permit any other entity to become Tenant hereunder by merger,
consolidation, or other reorganization, (3) if Tenant is an entity other than a
corporation whose stock is publicly traded, permit the transfer of an ownership
interest in Tenant so as to result in a change in the current control of Tenant,
(4) sublet any portion of the Premises, (5) grant any license, concession, or
other right of occupancy of any portion of the Premises, or (6) permit the use
of the Premises by any parties other than Tenant (any of the events listed in
Section 11(a)(1) through 11(a)(6) being a "TRANSFER").
(b) CONSENT STANDARDS. Landlord shall not unreasonably withhold,
condition or delay its consent to any assignment or subletting of the Premises,
provided that the proposed transferee (1) is creditworthy, (2) has a good
reputation in the business community, (3) will use the Premises for the
Permitted Use (thus, excluding, without limitation, uses for credit processing
and telemarketing), (4) will not use the Premises, Building or Project in a
manner that would materially increase the pedestrian or vehicular traffic to the
Premises, Building or Project, (5) is not a governmental entity, or subdivision
or agency thereof, (6) is not another occupant of the Building, and (7) is not a
person or entity with whom Landlord is then, or has been within the six-month
period prior to the time Tenant seeks to enter into such assignment or
subletting, negotiating to lease space in the Building, or any Affiliate of any
such person or entity; otherwise, Landlord may withhold its consent in its sole
discretion. Additionally, Landlord may withhold its consent in its sole
discretion to any proposed Transfer if any Event of Default by Tenant then
exists.
(c) REQUEST FOR CONSENT. If Tenant requests Landlord's consent to a
Transfer, then, at least fifteen (15) business days prior to the effective date
of the proposed Transfer, Tenant shall provide Landlord with a written
description of all terms and conditions of the proposed Transfer, copies of the
proposed documentation, and the following information about the proposed
transferee: name and address; reasonably satisfactory information about its
business and business history; its proposed use of the Premises; banking,
financial, and other credit information; and general references sufficient to
enable Landlord to determine the proposed transferee's creditworthiness and
character. Concurrently with Tenant's notice of any request for consent to a
Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's
expenses in reviewing such request, and Tenant shall also reimburse Landlord
immediately upon request for its reasonable attorneys' fees incurred in
connection with considering any request for consent to a Transfer.
8
(d) CONDITIONS TO CONSENT. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord a written
agreement whereby it expressly assumes Tenant's obligations hereunder; however,
any transferee of less than all of the space in the Premises shall be liable
only for obligations under this Lease that are properly allocable to the space
subject to the Transfer for the period of the Transfer. No Transfer shall
release Tenant from its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Rent. Tenant authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord to do so following the
occurrence of an Event of Default hereunder. Tenant shall pay for the cost of
any demising walls or other improvements necessitated by a proposed subletting
or assignment.
(e) ATTORNMENT BY SUBTENANTS. Each sublease by Tenant hereunder shall
be subject and subordinate to this Lease and to the matters to which this Lease
is or shall be subordinate, and each subtenant by entering into a sublease is
deemed to have agreed that in the event of termination, re-entry or
dispossession by Landlord under this Lease, Landlord may, at its option, take
over all of the right, title and interest of Tenant, as sublandlord, under such
sublease, and such subtenant shall, at Landlord's option, attorn to Landlord
pursuant to the then executory provisions of such sublease, except that Landlord
shall not be (1) liable for any previous act or omission of Tenant under such
sublease, (2) subject to any counterclaim, offset or defense that such subtenant
might have against Tenant, (3) bound by any previous modification of such
sublease not approved by Landlord in writing or by any rent or additional rent
or advance rent which such subtenant might have paid for more than the current
month to Tenant, and all such rent shall remain due and owing, notwithstanding
such advance payment, (4) bound by any security or advance rental deposit made
by such subtenant which is not delivered or paid over to Landlord and with
respect to which such subtenant shall look solely to Tenant for refund or
reimbursement, or (5) obligated to perform any work in the subleased space or to
prepare it for occupancy, and in connection with such attornment, the subtenant
shall execute and deliver to Landlord any instruments Landlord may reasonably
request to evidence and confirm such attornment. Each subtenant or licensee of
Tenant shall be deemed, automatically upon and as a condition of its occupying
or using the Premises or any part thereof, to have agreed to be bound by the
terms and conditions set forth in this Section 11(e). The provisions of this
Section 11(e) shall be self-operative, and no further instrument shall be
required to give effect to this provision.
(f) CANCELLATION. Landlord may, within thirty (30) days after
submission of Tenant's written request for Landlord's consent to an assignment
of this Lease or subletting of greater than 50% of the rentable square feet in
the Premises for all or substantially all of the remainder of the Term, cancel
this Lease as to the portion of the Premises proposed to be sublet or assigned
as of the date the proposed Transfer is to be effective. If Landlord cancels
this Lease as to any portion of the Premises, then this Lease shall cease for
such portion of the Premises and Tenant shall pay to Landlord all Rent accrued
through the cancellation date relating to the portion of the Premises covered by
the proposed Transfer and any and all costs incurred to demise separately such
portion of the Premises. Thereafter, Landlord may lease such portion of the
Premises to the prospective transferee (or to any other person) without
liability to Tenant. Notwithstanding the foregoing, if Landlord provides written
notification to Tenant of its election to cancel this Lease as to any portion of
the Premises as provided above, Tenant may rescind its proposed assignment or
subletting of all or any portion of the Premises by notifying Landlord in
writing within three (3) business days following Landlord's written cancellation
notice.
(g) ADDITIONAL COMPENSATION. While no Event of Default exists, Tenant
shall pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of
the excess of (1) all compensation received by Tenant for a Transfer less the
actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third
parties (i.e., brokerage commissions and tenant finish work) in connection with
such Transfer (such costs shall be amortized on a straight-line basis over the
term of the Transfer in question) over (2) the Rent allocable to the portion of
the Premises covered thereby. While any Event of Default exists, Tenant shall
pay to Landlord, immediately upon receipt thereof, the excess of (A) all
compensation received by Tenant for a Transfer over (B) the Rent allocable to
the portion of the Premises covered thereby.
In calculating any excess rent payable by Tenant to Landlord pursuant to
this provision, Tenant shall first be entitled to deduct (a) market improvement
allowances or other market economic concessions granted by Tenant
9
to the assignee or sublessee and (b) market brokerage commissions and/or
reasonable legal fees paid by Tenant in connection with the assignment or
sublease.
(h) PERMITTED TRANSFERS. Notwithstanding Section 11(a), Tenant may
Transfer all or part of its interest in this Lease or all or part of the
Premises (a "PERMITTED TRANSFER") to the following types of entities (a
"PERMITTED TRANSFEREE") without the consent of Landlord:
(1) an Affiliate of Tenant;
(2) any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity in which or
with which Tenant, or its corporate successors or assigns, is merged or
consolidated, in accordance with applicable statutory provisions governing
merger and consolidation of business entities, so long as (A) Tenant's
obligations hereunder are assumed by the entity surviving such merger or
created by such consolidation; and (B) the Tangible Net Worth of the
surviving or created entity is not less than the greater of (i) the
Tangible Net Worth of Tenant as of the date of such Transfer or (ii)
$8,000,000; or
(3) any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity acquiring
all or substantially all of Tenant's stock or assets if such entity's
Tangible Net Worth after such acquisition is not less than (i) the Tangible
Net Worth of Tenant as of the date of such Transfer or (ii) $8,000,000.
Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant
shall remain liable for the performance of all of the obligations of Tenant
hereunder, or if Tenant no longer exists because of a merger, consolidation, or
acquisition, the surviving or acquiring entity shall expressly assume in writing
the obligations of Tenant hereunder. Additionally, the Permitted Transferee
shall comply with all of the terms and conditions of this Lease, including the
Permitted Use. No later than 30 days after the effective date of any Permitted
Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument
effecting any of the foregoing Transfers, (B) documentation establishing
Tenant's satisfaction of the requirements set forth above applicable to any such
Transfer, and (C) evidence of insurance as required under this Lease with
respect to the Permitted Transferee. The occurrence of a Permitted Transfer
shall not waive Landlord's rights as to any subsequent Transfers. "TANGIBLE NET
WORTH" means the excess of total assets over total liabilities, in each case as
determined in accordance with generally accepted accounting principles
consistently applied ("GAAP"), excluding, however, from the determination of
total assets all assets which would be classified as intangible assets under
GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights,
and franchises. Any subsequent Transfer by a Permitted Transferee shall be
subject to the terms of this Section 11.
12. INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.
(a) TENANT'S INSURANCE. Effective as of the earlier of (1) the date
Tenant enters or occupies the Premises, or (2) the Commencement Date, and
continuing throughout the Term, Tenant shall maintain the following insurance
policies: (A) commercial general liability insurance in amounts of $3,000,000
per occurrence or, following the expiration of the initial Term, such other
amounts as Landlord may from time to time reasonably require (and, if the use
and occupancy of the Premises include any activity or matter that is or may be
excluded from coverage under a commercial general liability policy [e.g., the
sale, service or consumption of alcoholic beverages], Tenant shall obtain such
endorsements to the commercial general liability policy or otherwise obtain
insurance to insure all liability arising from such activity or matter
[including host liquor liability, if applicable] in such amounts as Landlord may
reasonably require), insuring Tenant, Landlord, Landlord's property management
company, Landlord's asset management company and, if requested in writing by
Landlord, Landlord's Mortgagee, against all liability for injury to or death of
a person or persons or damage to property arising from the use and occupancy of
the Premises and (without implying any consent by Landlord to the installation
thereof) the installation, operation, maintenance, repair or removal of Tenant's
Off-Premises Equipment, (B) insurance covering the full value of all alterations
and improvements and betterments in the Premises, naming Landlord and Landlord's
Mortgagee as additional loss payees as their interests may appear, (C) insurance
covering the full value of all furniture, trade fixtures and personal property
(including property of Tenant or others) in the Premises or otherwise placed in
the Project by or on behalf of a Tenant Party, (D) contractual liability
insurance sufficient to cover Tenant's indemnity
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obligations hereunder (but only if such contractual liability insurance is not
already included in Tenant's commercial general liability insurance policy), (E)
worker's compensation insurance, and (F) business interruption insurance in an
amount equal to Tenant's Base Rent and Additional Rent obligations under this
Lease for nine (9) months. Tenant's insurance shall provide primary coverage to
Landlord for the property that will inure to Landlord during the Term of this
Lease and for third party liability exposures within the confines of the
Premises. Tenant shall furnish to Landlord certificates of such insurance and
such other evidence satisfactory to Landlord of the maintenance of all insurance
coverages required hereunder at least ten days prior to the earlier of the
Commencement Date or the date Tenant enters or occupies the Premises, and at
least 15 days prior to each renewal of said insurance, and Tenant shall obtain a
written obligation on the part of each insurance company to notify Landlord at
least 30 days before cancellation or a material change of any such insurance
policies. All such insurance policies shall be in form, and issued by companies
with an A.M. Best rating of A:VII or better, reasonably satisfactory to
Landlord. If Tenant fails to comply with the foregoing insurance requirements or
to deliver to Landlord the certificates or evidence of coverage required herein,
Landlord, in addition to any other remedy available pursuant to this Lease or
otherwise, may, but shall not be obligated to, obtain such insurance and Tenant
shall pay to Landlord on demand the premium costs thereof, plus an
administrative fee of 5% of such cost.
(b) LANDLORD'S INSURANCE. Throughout the Term of this Lease, Landlord
shall maintain, as a minimum, the following insurance policies: (1) property
insurance for the Building's replacement value (excluding property required to
be insured by Tenant), less a commercially-reasonable deductible if Landlord so
chooses, and (2) commercial general liability insurance in an amount of not less
than $3,000,000. Landlord may, but is not obligated to, maintain such other
insurance and additional coverages as it may deem reasonably necessary. The cost
of all insurance carried by Landlord with respect to the Project shall be
included in Insurance Costs (defined below). The foregoing insurance policies
and any other insurance carried by Landlord shall be for the primary benefit of
Landlord and under Landlord's sole control.
(c) NO SUBROGATION; WAIVER OF PROPERTY CLAIMS. Landlord and Tenant
each waives any claim it might have against the other for any damage to or
theft, destruction, loss, or loss of use of any property, to the extent the same
is insured against under any insurance policy of the types described in this
Section 12 that covers the Project, the Premises, Landlord's or Tenant's
fixtures, personal property, leasehold improvements, or business, or is required
to be insured against under the terms hereof, regardless of whether the
negligence of the other party caused such Loss (defined below). Additionally,
Landlord and Tenant each waives any claim it may have against the other for any
Loss to the extent such Loss is caused by a terrorist act. Each party shall
cause its insurance carrier to endorse all applicable policies waiving the
carrier's rights of recovery under subrogation or otherwise against the other
party. Notwithstanding any provision in this Lease to the contrary, Landlord,
its agents, employees and contractors shall not be liable to Tenant or to any
party claiming by, through or under Tenant for (and Tenant hereby releases
Landlord and its servants, agents, contractors, employees and invitees from any
claim or responsibility for) any damage to or destruction, loss, or loss of use,
or theft of any property of any Tenant Party located in or about the Project,
caused by casualty, theft, fire, third parties or any other matter or cause,
regardless of whether the negligence of any party caused such loss in whole or
in part. Tenant acknowledges that Landlord shall not carry insurance on, and
shall not be responsible for damage to, any property of any Tenant Party located
in or about the Project.
(d) INDEMNITY. Subject to Section 12(c), Tenant shall defend,
indemnify, and hold harmless Landlord and its representatives and agents from
and against all claims, demands, liabilities, causes of action, suits,
judgments, damages, and expenses (including reasonable attorneys' fees) arising
from any injury to or death of any person or the damage to or theft,
destruction, loss or loss of use of, any property or inconvenience (a "Loss")
occurring in or on the Premises or arising out of the installation, operation,
maintenance, repair or removal of any property of any Tenant Party located in or
about the Project, including Tenant's Off-Premises Equipment, except to the
extent caused by the negligence or fault of Landlord or its agents. Subject to
Section 12(c), Landlord shall defend, indemnify, and hold harmless Tenant and
its agents from and against all claims, demands, liabilities, causes of action,
suits, judgments, damages, and expenses (including reasonable attorneys' fees)
for any Loss arising from any occurrence in or on the Premises to the extent
caused by the gross negligence or willful misconduct of Landlord. The
indemnities set forth in this Lease shall survive termination or expiration of
this Lease and shall not terminate or be waived, diminished or affected in any
manner by any abatement or apportionment of Rent under any provision of this
Lease. If any proceeding is filed for which indemnity is required hereunder, the
indemnifying party agrees,
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upon request therefor, to defend the indemnified party in such proceeding at its
sole cost utilizing counsel satisfactory to the indemnified party.
(e) COST OF LANDLORD'S INSURANCE. Tenant shall pay Tenant's
Proportionate Share of the cost of the property and liability insurance carried
by Landlord from time to time with respect to the Building (including other
improvements and Landlord's personal property used in connection therewith),
which may include fire and extended coverage insurance (including extended and
broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood,
earthquake and rent loss insurance) and comprehensive general public liability
insurance and excess liability insurance, in such amounts and containing such
terms as Landlord deems necessary or desirable (collectively, "INSURANCE
COSTS"). During each month of the Term, Tenant shall make a monthly payment to
Landlord equal to 1/12th of Tenant's Proportionate Share of Insurance Costs that
will be due and payable for that particular year. Each payment of Insurance
Costs shall be due and payable at the same time as, and in the same manner as,
provided above for Tenant's Proportionate Share of Operating Costs. The initial
monthly payment of Insurance Costs is based upon Landlord's good faith estimate
of Tenant's Proportionate Share of the estimated Insurance Costs for the
remainder of the first calendar year. The monthly payment of Insurance Costs is
subject to increase or decrease as determined by Landlord to reflect accurately
Tenant's Proportionate Share of estimated Insurance Costs. If, following
Landlord's receipt of the xxxx for the insurance premiums for a calendar year,
Landlord determines that Tenant's total payments of Insurance Costs are less
than Tenant's Proportionate Share of actual Insurance Costs, Tenant shall pay to
Landlord the difference upon demand; if Tenant's total payments of Insurance
Costs are more than Tenant's Proportionate Share of actual Insurance Costs,
Landlord shall retain such excess and credit it to Tenant's future payments of
Insurance Costs (unless such adjustment is at the end of the Term, in which
event Landlord shall refund such excess to Tenant).
13. SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.
(a) SUBORDINATION. Subject to the obtaining of an SNDA pursuant to
Section 13(e), this Lease shall be subordinate to any deed of trust, mortgage,
or other security instrument (each, a "MORTGAGE"), or any ground lease, master
lease, or primary lease (each, a "PRIMARY LEASE"), that now or hereafter covers
all or any part of the Premises (the mortgagee under any such Mortgage,
beneficiary under any such deed of trust, or the lessor under any such Primary
Lease is referred to herein as a "LANDLORD'S MORTGAGEE"). Any Landlord's
Mortgagee may elect, at any time, unilaterally, to make this Lease superior to
its Mortgage, Primary Lease, or other interest in the Premises by so notifying
Tenant in writing. Subject to the obtaining of an SNDA pursuant to Section
13(e), the provisions of this Section shall be self-operative and no further
instrument of subordination shall be required; however, in confirmation of such
subordination, Tenant shall execute and return to Landlord (or such other party
designated by Landlord) within ten (10) days after written request therefor such
documentation, in recordable form if required, as a Landlord's Mortgagee may
reasonably request to evidence the subordination of this Lease to such
Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination,
non-disturbance and attornment agreement) or, if the Landlord's Mortgagee so
elects, the subordination of such Landlord's Mortgagee's Mortgage or Primary
Lease to this Lease.
(b) ATTORNMENT. Subject to the obtaining of an SNDA pursuant to
Section 13(e), Tenant shall attorn to any party succeeding to Landlord's
interest in the Premises, whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of lease, or otherwise, upon such
party's request, and shall execute such agreements confirming such attornment as
such party may reasonably request.
(c) NOTICE TO LANDLORD'S MORTGAGEE. Tenant shall not seek to enforce
any remedy it may have for any default on the part of Landlord without first
giving written notice by certified mail, return receipt requested, specifying
the default in reasonable detail, to any Landlord's Mortgagee whose address has
been given to Tenant, and affording such Landlord's Mortgagee a reasonable
opportunity to perform Landlord's obligations hereunder.
(d) LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS. If Landlord's
Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's
Mortgagee shall not be: (1) liable for any act or omission of any prior lessor
(including Landlord) except to the extent the same continues following such
succession; (2) bound by any rent or additional rent or advance rent which
Tenant might have paid for more than the current month to any prior lessor
(including Landlord), and all such rent shall remain due and owing,
notwithstanding such advance
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payment; (3) bound by any security or advance rental deposit made by Tenant
which is not delivered or paid over to Landlord's Mortgagee and with respect to
which Tenant shall look solely to Landlord for refund or reimbursement; provided
that Landlord hereby agrees to promptly deliver such security or advance rental
deposit to Landlord's Mortgagee if Landlord's Mortgagee succeeds to the interest
of Landlord under this Lease; (4) bound by any termination, amendment or
modification of this Lease made without Landlord's Mortgagee's consent and
written approval, except for those terminations, amendments and modifications
permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant
to the terms of the loan documents between Landlord and Landlord's Mortgagee or
otherwise permitted to be made by Tenant pursuant to the provisions of this
Lease; (5) subject to the defenses which Tenant might have against any prior
lessor (including Landlord); and (6) subject to the offsets which Tenant might
have against any prior lessor (including Landlord) except for those offset
rights which (A) are expressly provided in this Lease, (B) relate to periods of
time following the acquisition of the Building by Landlord's Mortgagee, and (C)
Tenant has provided written notice to Landlord's Mortgagee and provided
Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to
such offset event. Landlord's Mortgagee shall have no liability or
responsibility under or pursuant to the terms of this Lease or otherwise after
it ceases to own an interest in the Project. Nothing in this Lease shall be
construed to require Landlord's Mortgagee to see to the application of the
proceeds of any loan, and Tenant's agreements set forth herein shall not be
impaired on account of any modification of the documents evidencing and securing
any loan. Notwithstanding anything to the contrary contained herein, any such
Landlord's Mortgagee shall remain liable to Tenant for the payment of the
Construction Allowance (as set forth in Exhibit D and in accordance with the
provisions thereof) to the extent the same has not been previously delivered to
Tenant.
(e) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT. The
Premises are not currently encumbered by a Landlord's Mortgagee. Landlord shall
use reasonable efforts to obtain a subordination, non-disturbance and attornment
agreement ("SNDA") from any Landlord's Mortgagee, in a form reasonably
acceptable to Tenant and such Landlord's Mortgagee or other institutional
lenders; however, Landlord's failure to obtain such agreement shall not
constitute a default by Landlord hereunder or prohibit the mortgaging of the
Premises; and further provided that any costs associated with obtaining such
subordination, non-disturbance and attornment agreement shall be paid by Tenant
within fifteen (15) days after Landlord's written request therefor. The
subordination of Tenant's rights hereunder to any Landlord's Mortgagee under
Section 13(a) shall be conditioned upon such Landlord's Mortgagee's execution
and delivery of an SNDA in a form reasonably acceptable to Tenant and such
Landlord's Mortgagee or other institutional lenders.
14. RULES AND REGULATIONS. Tenant shall comply with the rules and
regulations of the Project which are attached hereto as Exhibit C. Landlord may,
from time to time, reasonably change such rules and regulations for the safety,
care, or cleanliness of the Project and related facilities, provided that such
changes are applicable to all tenants of the Project, will not unreasonably
interfere with Tenant's use of the Premises and are enforced by Landlord in a
non-discriminatory manner. Tenant shall be responsible for the compliance with
such rules and regulations by each Tenant Party.
15. CONDEMNATION.
(a) TOTAL TAKING. If the entire Building or Premises are taken by
right of eminent domain or conveyed in lieu thereof (a "TAKING"), this Lease
shall terminate as of the date of the Taking.
(b) PARTIAL TAKING - TENANT'S RIGHTS. If any material part of the
Building and/or the Premises and/or all reasonable means of access to the
Building and/or the Premises becomes subject to a Taking and such Taking will
prevent Tenant from conducting its business in the Premises in a manner
reasonably comparable to that conducted immediately before such Taking for a
period of more than three hundred sixty-five (365) consecutive days or for more
than forty-five (45) days during the last year of the Term, then Tenant may
terminate this Lease as of the date of such Taking by giving written notice to
Landlord within thirty (30) days after the Taking, and Basic Rent and Additional
Rent shall be apportioned as of the date of such Taking. If Tenant does not
terminate this Lease, then Rent shall be abated on a reasonable basis as to that
portion of the Premises rendered untenantable by the Taking.
(c) PARTIAL TAKING - LANDLORD'S RIGHTS. If any material portion, but
less than all, of the Building becomes subject to a Taking, or if Landlord is
required to pay any of the proceeds arising from a Taking to
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a Landlord's Mortgagee, then Landlord may terminate this Lease by delivering
written notice thereof to Tenant within thirty (30) days after such Taking, and
Basic Rent and Additional Rent shall be apportioned as of the date of such
Taking. If Landlord does not so terminate this Lease, then this Lease will
continue, but if any portion of the Premises has been taken, Rent shall xxxxx as
provided in the last sentence of Section 15(b).
(d) TEMPORARY TAKING. If all or any portion of the Premises becomes
subject to a Taking for a limited period of time, this Lease shall remain in
full force and effect and Tenant shall continue to perform all of the terms,
conditions and covenants of this Lease, including the payment of Basic Rent and
all other amounts required hereunder. If any such temporary Taking terminates
prior to the expiration of the Term, Tenant shall restore the Premises as nearly
as possible to the condition prior to such temporary Taking to the extent of the
award received by Tenant. Landlord shall be entitled to receive the entire award
for any such temporary Taking, except that Tenant shall be entitled to receive
the portion of such award which (1) compensates Tenant for its loss of use of
the Premises within the Term and (2) reimburses Tenant for the reasonable
out-of-pocket costs actually incurred by Tenant to restore the Premises.
(e) AWARD. If any Taking occurs, then Landlord shall receive the
entire award or other compensation for the Land, the Building, and other
improvements taken; however, Tenant may separately pursue a claim (to the extent
it will not reduce Landlord's award) against the condemnor for the value of
Tenant's personal property which Tenant is entitled to remove under this Lease,
moving costs, loss of business, and other claims it may have.
(f) RESTORATION. In the event of any Taking of less than the whole of
the Building and/or the Premises which does not result in a termination of this
Lease, (1) Landlord, at its expense but only to the extent of the award actually
received by Landlord pursuant to such Taking (after deducting any reasonable
expenses incurred in connection with such Taking), shall proceed with reasonable
diligence to repair, alter and restore the remaining parts of the affected
Building and/or Premises to the extent practicable, and (2) if requested by
either party, Landlord and Tenant shall promptly execute an amendment to this
Lease confirming the deletion from the Premises of the space subject to the
Taking.
16. FIRE OR OTHER CASUALTY.
(a) REPAIR ESTIMATE. If the Premises are damaged by fire or other
casualty (a "CASUALTY"), Landlord shall, within seventy-five (75) days after
such Casualty, deliver to Tenant a good faith estimate (the "DAMAGE NOTICE") of
the time needed to repair the damage caused by such Casualty.
(b) TENANT'S RIGHTS. If a material portion of the Premises or the
Building is damaged by Casualty such that Tenant is prevented from conducting
its business in the Premises in a manner reasonably comparable to that conducted
immediately before such Casualty and Landlord estimates that the damage caused
thereby cannot be repaired within two hundred ten (210) days after the
commencement of repairs (the "REPAIR PERIOD"), then Tenant may terminate this
Lease by delivering written notice to Landlord of its election to terminate
within thirty (30) days after the Damage Notice has been delivered to Tenant. If
the Premises are materially damaged by fire or other casualty during the last
twelve (12) months of the Term and Tenant has not exercised its Term extension
rights under this Lease, then Tenant shall have the right, exercisable by notice
to Landlord delivered within thirty (30) days after the date of such fire or
other casualty, to terminate this Lease, effective as of the later of date of
delivery of such notice or the date Tenant vacates and surrenders the Premises
in accordance with the provisions of this Lease.
(c) LANDLORD'S RIGHTS. If a Casualty damages the Premises or a
material portion of the Building and (1) Landlord estimates that the damage to
the Premises cannot be repaired within the Repair Period, (2) the damage to the
Premises exceeds 50% of the replacement cost thereof (excluding foundations and
footings), as estimated by Landlord, and such damage occurs during the last two
years of the Term, (3) regardless of the extent of damage to the Premises, the
damage is not fully covered by Landlord's insurance policies or Landlord makes a
good faith determination that restoring the Building would be uneconomical, or
(4) Landlord is required to pay any insurance proceeds arising out of the
Casualty to a Landlord's Mortgagee, then Landlord may terminate this Lease
14
by giving written notice of its election to terminate within 30 days after the
Damage Notice has been delivered to Tenant.
(d) REPAIR OBLIGATION. If neither party elects to terminate this Lease
following a Casualty, then Landlord shall, within a reasonable time after such
Casualty, begin to repair the Premises and shall proceed with reasonable
diligence to restore the Premises to substantially the same condition as they
existed immediately before such Casualty; however, Landlord shall not be
required to repair or replace any alterations or betterments within the Premises
or any furniture, equipment, trade fixtures or personal property of Tenant or
others in the Premises or the Building, and Landlord's obligation to repair or
restore the Premises shall be limited to the extent of the insurance proceeds
actually received by Landlord for the Casualty in question. If this Lease is
terminated under the provisions of this Section 16, Landlord shall be entitled
to the full proceeds of the insurance policies providing coverage for all
alterations, improvements and betterments in the Premises. If Landlord does not
complete the restoration of the Premises within sixty (60) days after the time
period estimated by Landlord to repair the damage caused by such Casualty as
specified in the Damage Notice, as the same may be extended by force majeure or
delays caused by a Tenant Party, Tenant may terminate this Lease by delivering
written notice to Landlord and Landlord's Mortgagee within ten (10) days
following the expiration of such 60-day period (as the same may be extended as
set forth above) and prior to the date upon which Landlord substantially
completes such restoration. Such termination shall be effective as of the date
specified in Tenant's termination notice (but not earlier than thirty (30) days
nor later than ninety (90) days after the date of such notice) as if such date
were the date fixed for the expiration of the Term. If Tenant fails to timely
give such termination notice, Tenant shall be deemed to have waived its right to
terminate this Lease, time being of the essence with respect thereto.
Notwithstanding the foregoing, if upon the receipt of Tenant's written election
to terminate this Lease as provided in this Section 16(d), Landlord reasonably
believes it can complete the restoration of the Premises within thirty (30) days
following the receipt of such notice, Landlord may, in its sole discretion,
elect to proceed with such restoration and, provided Landlord substantially
completes such restoration within such 30-day period, Tenant's election to
terminate shall be null and void.
(e) ABATEMENT OF RENT. If the Premises or the Building are damaged by
Casualty, Rent for the portion of the Premises rendered untenantable by the
damage shall be abated on a reasonable basis from the date of damage until the
completion of Landlord's repairs (or until the date of termination of this Lease
by Landlord or Tenant as provided above, as the case may be), unless a Tenant
Party caused such damage, in which case, Tenant shall continue to pay Rent
without abatement.
17. PERSONAL PROPERTY TAXES. Tenant shall be liable for all taxes levied or
assessed against personal property, furniture, or fixtures placed by Tenant in
the Premises or in or on the Building or Project. If any taxes for which Tenant
is liable are levied or assessed against Landlord or Landlord's property and
Landlord elects to pay the same, or if the assessed value of Landlord's property
is increased by inclusion of such personal property, furniture or fixtures and
Landlord elects to pay the taxes based on such increase, then Tenant shall pay
to Landlord, within 30 days following written request therefor, the part of such
taxes for which Tenant is primarily liable hereunder; however, Landlord shall
not pay such amount if Tenant notifies Landlord that it will contest the
validity or amount of such taxes before Landlord makes such payment, and
thereafter diligently proceeds with such contest in accordance with Law and if
the non-payment thereof does not pose a threat of loss or seizure of the Project
or interest of Landlord therein or impose any fee or penalty against Landlord.
18. EVENTS OF DEFAULT. Each of the following occurrences shall be an "EVENT
OF DEFAULT":
(a) PAYMENT DEFAULT. Tenant's failure to pay Rent within five (5) days
after Landlord has delivered written notice to Tenant that the same is past due;
however, an Event of Default shall occur hereunder without any obligation of
Landlord to give any notice if Tenant fails to pay Rent when due and, during the
12 month interval preceding such failure, Landlord has given Tenant written
notice of failure to pay Rent on two (2) occasions;
(b) CROSS DEFAULT. The occurrence of an Event of Default under that
certain Lease Agreement dated October 4, 2004 (the "19 ALPHA ROAD LEASE") by and
between Landlord and Tenant respecting the entire building located on the
property known and numbered as 00 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx provided
the landlords under each of this Lease and the 00 Xxxxx Xxxx Lease are either
the same person or affiliated parties.
15
(c) ESTOPPEL. Tenant fails to provide any estoppel certificate after
Landlord's written request therefor pursuant to Section 26(e) and such failure
shall continue for five (5) days after Landlord's second written notice thereof
to Tenant;
(d) INSURANCE. Tenant fails to procure, maintain and deliver to
Landlord evidence of the insurance policies and coverages as required under
Section 12(a), and such failure shall continue for five (5) days after
Landlord's written notice thereof to Tenant;
(e) MECHANIC'S LIENS. Tenant fails to pay and release of record, or
diligently contest and bond around, any mechanic's lien filed against the
Premises or the Project for any work performed, materials furnished, or
obligation incurred by or at the request of Tenant, within the time and in the
manner required by Section 8(d);
(f) OTHER DEFAULTS. Tenant's failure to perform, comply with, or
observe any other agreement or obligation of Tenant under this Lease and the
continuance of such failure for a period of more than thirty (30) days after
Landlord has delivered to Tenant written notice thereof; however, if such
failure cannot be cured within such 30-day period (thus excluding, for example,
Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage)
and Tenant commences to cure such failure within such 30-day period and
thereafter diligently pursues such cure to completion, then such failure shall
not be an Event of Default unless it is not fully cured within an additional
sixty (60) days after the expiration of the 30-day period; and
(g) INSOLVENCY. The filing of a petition by or against Tenant (the
term "TENANT" shall include, for the purpose of this Section 18(g), any
guarantor of Tenant's obligations hereunder) (1) in any bankruptcy or other
insolvency proceeding; (2) seeking any relief under any state or federal debtor
relief law; (3) for the appointment of a liquidator or receiver for all or
substantially all of Tenant's property or for Tenant's interest in this Lease;
(4) for the reorganization or modification of Tenant's capital structure; or (5)
in any assignment for the benefit of creditors proceeding; however, if such a
petition is filed against Tenant, then such filing shall not be an Event of
Default unless Tenant fails to have the proceedings initiated by such petition
dismissed within 90 days after the filing thereof.
19. REMEDIES. Upon any Event of Default, Landlord may, in addition to all
other rights and remedies afforded Landlord hereunder or by law or equity, take
any one or more of the following actions:
(a) TERMINATION OF LEASE. Terminate this Lease by giving Tenant
written notice thereof, in which event Tenant shall pay to Landlord the sum of
(1) all Rent accrued hereunder through the date of termination, (2) all amounts
due under Section 20(a), and (3) an amount equal to (A) the total Rent that
Tenant would have been required to pay for the remainder of the Term plus
Landlord's estimate of aggregate expenses of reletting the Premises, minus (B)
the then present fair rental value of the Premises for such period, similarly
discounted;
(b) TERMINATION OF POSSESSION. Terminate Tenant's right to possess the
Premises without terminating this Lease by giving written notice thereof to
Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other
amounts accrued hereunder to the date of termination of possession, (2) all
amounts due from time to time under Section 20(a), and (3) all Rent and other
net sums required hereunder to be paid by Tenant during the remainder of the
Term, diminished by any net sums thereafter received by Landlord through
reletting the Premises during such period, after deducting all costs incurred by
Landlord in reletting the Premises. If Landlord elects to proceed under this
Section 19(b), Landlord may remove all of Tenant's property from the Premises
and store the same in a public warehouse or elsewhere at the cost of, and for
the account of, Tenant, without becoming liable for any loss or damage which may
be occasioned thereby. Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord in its sole discretion may determine
(including a term different from the Term, rental concessions, and alterations
to, and improvement of, the Premises); however, Landlord shall not be obligated
to relet the Premises before leasing other portions of the Building and Landlord
shall not be obligated to accept any prospective tenant proposed by Tenant
unless such proposed tenant meets all of Landlord's leasing criteria. Landlord
shall not be liable for, nor shall Tenant's obligations hereunder be diminished
because of, Landlord's failure to relet the Premises or to collect rent due for
such reletting. Tenant shall not be entitled to the excess of any consideration
obtained by reletting over the Rent due hereunder. Reentry by Landlord in the
Premises shall not affect Tenant's obligations hereunder for the unexpired Term;
rather, Landlord may, from time to time, bring an
16
action against Tenant to collect amounts due by Tenant, without the necessity of
Landlord's waiting until the expiration of the Term. Unless Landlord delivers
written notice to Tenant expressly stating that it has elected to terminate this
Lease, all actions taken by Landlord to dispossess or exclude Tenant from the
Premises shall be deemed to be taken under this Section 19(b). If Landlord
elects to proceed under this Section 19(b), it may at any time elect to
terminate this Lease under Section 19(a); provided, however, in no event shall
Tenant be required to pay any sums due under this Lease for any given period
more than once; or
(c) PERFORM ACTS ON BEHALF OF TENANT. Perform any act Tenant is
obligated to perform under the terms of this Lease (and enter upon the Premises
in connection therewith if necessary) in Tenant's name and on Tenant's behalf,
without being liable for any claim for damages therefor, and Tenant shall
reimburse Landlord on demand for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease (including, but
not limited to, collection costs and legal expenses), plus interest thereon at
the Default Rate.
20. PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES.
(a) PAYMENT BY TENANT. Upon any Event of Default, Tenant shall pay to
Landlord all costs incurred by Landlord (including court costs and reasonable
attorneys' fees and expenses) in (1) obtaining possession of the Premises, (2)
removing and storing Tenant's or any other occupant's property, (3) repairing,
restoring, altering, remodeling, or otherwise putting the Premises into
condition acceptable to a new tenant, (4) if Tenant is dispossessed of the
Premises and this Lease is not terminated, reletting all or any part of the
Premises (including brokerage commissions, cost of tenant finish work, and other
costs incidental to such reletting), (5) performing Tenant's obligations which
Tenant failed to perform, and (6) enforcing, or advising Landlord of, its
rights, remedies, and recourses arising out of the default. To the full extent
permitted by law, Landlord and Tenant agree the federal and state courts of the
state in which the Premises are located shall have exclusive jurisdiction over
any matter relating to or arising from this Lease and the parties' rights and
obligations under this Lease.
(b) NO WAIVER. Landlord's acceptance of Rent following an Event of
Default shall not waive Landlord's rights regarding such Event of Default. No
waiver by Landlord of any violation or breach of any of the terms contained
herein shall waive Landlord's rights regarding any future violation of such
term. Landlord's acceptance of any partial payment of Rent shall not waive
Landlord's rights with regard to the remaining portion of the Rent that is due,
regardless of any endorsement or other statement on any instrument delivered in
payment of Rent or any writing delivered in connection therewith; accordingly,
Landlord's acceptance of a partial payment of Rent shall not constitute an
accord and satisfaction of the full amount of the Rent that is due.
(c) CUMULATIVE REMEDIES. Any and all remedies set forth in this Lease:
(1) shall be in addition to any and all other remedies Landlord may have at law
or in equity, (2) shall be cumulative, and (3) may be pursued successively or
concurrently as Landlord may elect. The exercise of any remedy by Landlord shall
not be deemed an election of remedies or preclude Landlord from exercising any
other remedies in the future. Additionally, Tenant shall defend, indemnify and
hold harmless Landlord, Landlord's Mortgagee and their respective
representatives and agents from and against all claims, demands, liabilities,
causes of action, suits, judgments, damages and expenses (including reasonable
attorneys' fees) arising from Tenant's failure to perform its obligations under
this Lease.
21. INTENTIONALLY OMITTED.
22. SURRENDER OF PREMISES. No act by Landlord shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless it is in writing and signed by Landlord. At the
expiration or termination of this Lease, Tenant shall deliver to Landlord the
Premises with all improvements located therein in good repair and condition,
free of Hazardous Materials placed on the Premises during the Term, broom-clean,
reasonable wear and tear (and condemnation and Casualty damage not caused by
Tenant, as to which Sections 15 and 16 shall control) excepted, and shall
deliver to Landlord all keys to the Premises. Provided that Tenant has performed
all of its obligations hereunder, Tenant may remove all unattached trade
fixtures, furniture, and personal property placed in the Premises or elsewhere
in the Building by Tenant (but Tenant may not remove any such item which was
paid for, in whole or in part, by Landlord or any wiring or cabling unless
Landlord requires such removal). All alterations, additions or improvements made
in or upon the Premises shall, at Landlord's
17
option, (to be exercised pursuant to following sentence), either be removed by
Tenant prior to the end of the Term (and Tenant shall repair all damage caused
thereby), or shall remain in the Premises at the end of the Term without
compensation to Tenant. In connection with Landlord's review and approval of any
of Tenant's proposed alterations, additions or improvements to the Premises,
Landlord may notify Tenant in writing, contemporaneously with Landlord's notice
of approval to Tenant with respect to the improvements in question, that
Landlord will require Tenant to remove such alterations prior to the expiration
of the Term; however, if Tenant submits plans and specifications to Landlord for
proposed alterations, additions or improvements to the Premises and delivers a
Removal Notice (defined below) to Landlord contemporaneously with such
submission by Tenant, and Landlord fails to notify Tenant that Tenant will be
required to remove such alterations, additions or improvements to the Premises
at the expiration of the Term, Landlord may not request such removal at the
expiration of the Term. A "Removal Notice" means a written notice from Tenant to
Landlord that conspicuously states in bold, uppercase typeface that Tenant will
not be required to remove the alterations, additions or improvements in question
at the end of the Term unless, contemporaneously with Landlord's notice of
approval to Tenant with respect to the improvements in question, Landlord
notifies Tenant in writing that Landlord will require Tenant to remove such
alterations prior to the expiration of the Term. Notwithstanding the foregoing,
if Tenant does not obtain Landlord's prior written consent for any alterations,
additions or improvements to the Premises (whether such approval is required
hereunder or otherwise), Tenant shall, at Landlord's written request, remove all
such alterations, additions, improvements, trade fixtures, personal property,
equipment, wiring, conduits, cabling, and furniture (including Tenant's
Off-Premises Equipment) as Landlord may request; however, Tenant shall not be
required to remove any addition or improvement to the Premises or the Project if
Landlord has specifically agreed in writing that the improvement or addition in
question need not be removed. Tenant shall repair all damage caused by such
removal. Notwithstanding the foregoing, Landlord hereby acknowledges that
Landlord will not require the removal or restoration of the improvements set
forth on the Space Plans attached hereto as Exhibit D-1 at the expiration of the
Term provided Tenant has complied with its maintenance and repair obligations
under this Lease. All items not so removed shall, at Landlord's option, be
deemed to have been abandoned by Tenant and may be appropriated, sold, stored,
destroyed, or otherwise disposed of by Landlord without notice to Tenant and
without any obligation to account for such items. The provisions of this Section
22 shall survive the end of the Term.
23. HOLDING OVER. If Tenant fails to vacate the Premises at the end of the
Term, then Tenant shall be a tenant at sufferance and, in addition to all other
damages and remedies to which Landlord may be entitled for such holding over,
(a) Tenant shall pay, in addition to the other Rent, Basic Rent equal to 150% of
the Rent payable during the last month of the Term, and (b) Tenant shall
otherwise continue to be subject to all of Tenant's obligations under this
Lease. The provisions of this Section 23 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein
or at law. If Tenant fails to surrender the Premises within thirty (30) days
after the termination or expiration of this Lease, in addition to any other
liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from all loss, costs (including reasonable
attorneys' fees) and liability resulting from such failure, including any claims
made by any succeeding tenant founded upon such failure to surrender, and any
lost profits to Landlord resulting therefrom.
24. CERTAIN RIGHTS RESERVED BY LANDLORD. Provided that the exercise of such
rights does not unreasonably interfere with Tenant's occupancy of the Premises,
Landlord shall have the following rights:
(a) BUILDING OPERATIONS. Upon twenty-four (24) hours prior written or
verbal notice to Tenant's Office Manager at the Premises, and with respect to
the performance of Landlord's obligations under this Lease, to make inspections,
repairs, alterations, additions, changes, or improvements in and about the
Project, or any part thereof; to enter upon the Premises (after giving Tenant
reasonable notice thereof, which may be oral notice, except in cases of real or
apparent emergency, in which case no notice shall be required) and, during the
continuance of any such work, to temporarily close doors, entryways, public
space, and corridors in the Building; and to interrupt or temporarily suspend
Building services and facilities during Landlord's diligent performance of its
obligations under this Lease provided Tenant shall be able to access the
Building;
(b) SECURITY. To take such reasonable measures as Landlord deems
advisable for the security of the Building and its occupants; evacuating the
Building for cause, suspected cause, or for drill purposes; temporarily denying
access to the Building; and closing the Building after normal business hours and
on Sundays and holidays, subject, however, to Tenant's right to enter when the
Building is closed after normal business hours under such reasonable regulations
as Landlord may prescribe from time to time;
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(c) PROSPECTIVE PURCHASERS AND LENDERS. Upon twenty-four (24) hours
prior written or verbal notice to Tenant's Office Manager at the Premises, to
enter the Premises at all reasonable hours to show the Premises to prospective
purchasers or lenders; and
(d) PROSPECTIVE TENANTS. At any time during the last nine (9) months
of the Term (or earlier if Tenant has notified Landlord in writing that it does
not desire to renew the Term) or at any time following the occurrence of an
Event of Default, and in each case upon twenty-four (24) hours prior written or
verbal notice to Tenant's Office Manager at the Premises, to enter the Premises
at all reasonable hours to show the Premises to prospective tenants.
25. INTENTIONALLY OMITTED.
26. MISCELLANEOUS.
(a) LANDLORD TRANSFER. Landlord may transfer any portion of the
Project and any of its rights under this Lease. If Landlord assigns its rights
under this Lease, then Landlord shall thereby be released from any further
obligations hereunder arising after the date of transfer, provided that the
assignee assumes in writing Landlord's obligations hereunder arising from and
after the transfer date.
(b) LANDLORD'S LIABILITY. The liability of Landlord (and its partners,
shareholders or members) to Tenant (or any person or entity claiming by, through
or under Tenant) for any default by Landlord under the terms of this Lease or
any matter relating to or arising out of the occupancy or use of the Premises
and/or other areas of the Building shall be limited to Tenant's actual direct,
but not consequential, damages therefor and shall be recoverable only from the
interest of Landlord in the Premises, net proceeds derived from the sale
thereof, and, to the extent actually received by Landlord (thus excluding
amounts paid to Landlord's Mortgagees), insurance proceeds and condemnation
awards, and Landlord (and its partners, shareholders or members) shall not be
personally liable for any deficiency.
(c) FORCE MAJEURE. Other than for Landlord's or Tenant's obligations
under this Lease that can be performed by the payment of money (e.g., payment of
Rent and maintenance of insurance), whenever a period of time is herein
prescribed for action to be taken by either party hereto, such party shall not
be liable or responsible for, and there shall be excluded from the computation
of any such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, terrorist acts or activities, governmental
laws, regulations, or restrictions, or any other causes of any kind whatsoever
which are beyond the control of such party.
(d) BROKERAGE. Neither Landlord nor Tenant has dealt with any broker
or agent in connection with the negotiation or execution of this Lease, other
than Xxxxxxx & Xxxxxxxxx of Massachusetts, Inc. and Xxxxxxxx Xxxxx Xxxxx &
Partners, each of whose commission shall be paid by Landlord pursuant to a
separate written agreement. Except as set forth in the immediately preceding
sentence, Tenant and Landlord shall each indemnify the other against all costs,
expenses, attorneys' fees, liens and other liability for commissions or other
compensation claimed by any broker or agent claiming the same by, through, or
under the indemnifying party.
(e) ESTOPPEL CERTIFICATES. From time to time, Tenant shall furnish to
any party designated by Landlord, within fifteen (15) days after Landlord has
made a written request therefor, a certificate signed by Tenant confirming and
containing such factual certifications and representations as to this Lease as
Landlord may reasonably request. Unless otherwise required by Landlord's
Mortgagee or a prospective purchaser or mortgagee of the Project, the initial
form of estoppel certificate to be signed by Tenant is attached hereto as
Exhibit F. If Tenant does not deliver to Landlord the certificate signed by
Tenant within such required time period, Landlord, Landlord's Mortgagee and any
prospective purchaser or mortgagee, may conclusively presume and rely upon the
following facts: (1) this Lease is in full force and effect: (2) the terms and
provisions of this Lease have not been changed except as otherwise represented
by Landlord: (3) not more than one monthly installment of Basic Rent and other
charges have been paid in advance: (4) there are no claims against Landlord nor
any defenses or rights of offset against collection of Rent or other charges:
and (5) Landlord is not in default under this Lease. In such event, Tenant shall
be estopped from denying the truth of the presumed facts.
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(f) NOTICES. All notices and other communications given pursuant to
this Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended addressee, (3) sent by a
nationally recognized overnight courier service, or (4) sent by facsimile
transmission during normal business hours followed by a confirmatory letter sent
in another manner permitted hereunder. All notices shall be effective upon
delivery to the address of the addressee (even if such addressee refuses
delivery thereof). The parties hereto may change their addresses by giving
notice thereof to the other in conformity with this provision.
(g) SEPARABILITY. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws, then the remainder of
this Lease shall not be affected thereby and in lieu of such clause or
provision, there shall be added as a part of this Lease a clause or provision as
similar in terms to such illegal, invalid, or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable.
(h) AMENDMENTS; BINDING EFFECT; NO ELECTRONIC RECORDS. This Lease may
not be amended except by instrument in writing signed by Landlord and Tenant. No
provision of this Lease shall be deemed to have been waived by Landlord unless
such waiver is in writing signed by Landlord, and no custom or practice which
may evolve between the parties in the administration of the terms hereof shall
waive or diminish the right of Landlord to insist upon the performance by Tenant
in strict accordance with the terms hereof. Landlord and Tenant hereby agree not
to conduct the transactions or communications contemplated by this Lease by
electronic means, except by facsimile transmission as specifically set forth in
Section 26(f); nor shall the use of the phrase "in writing" or the word
"written" be construed to include electronic communications except by facsimile
transmissions as specifically set forth in Section 26(f). The terms and
conditions contained in this Lease shall inure to the benefit of and be binding
upon the parties hereto, and upon their respective successors in interest and
legal representatives, except as otherwise herein expressly provided. This Lease
is for the sole benefit of Landlord and Tenant, and, other than Landlord's
Mortgagee, no third party shall be deemed a third party beneficiary hereof.
(i) QUIET ENJOYMENT. Provided Tenant has performed all of its
obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term, without hindrance from Landlord or any party claiming by,
through, or under Landlord, but not otherwise, subject to the terms and
conditions of this Lease.
(j) NO MERGER. There shall be no merger of the leasehold estate hereby
created with the fee estate in the Premises or any part thereof if the same
person acquires or holds, directly or indirectly, this Lease or any interest in
this Lease and the fee estate in the leasehold Premises or any interest in such
fee estate.
(k) NO OFFER. The submission of this Lease to Tenant shall not be
construed as an offer, and Tenant shall not have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.
(l) ENTIRE AGREEMENT. This Lease constitutes the entire agreement
between Landlord and Tenant regarding the subject matter hereof and supersedes
all oral statements and prior writings relating thereto. Except for those set
forth in this Lease, no representations, warranties, or agreements have been
made by Landlord or Tenant to the other with respect to this Lease or the
obligations of Landlord or Tenant in connection therewith. The normal rule of
construction that any ambiguities be resolved against the drafting party shall
not apply to the interpretation of this Lease or any exhibits or amendments
hereto.
(m) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH
RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.
(n) GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the state in which the Premises are located.
20
(o) NOTICE OF LEASE. Tenant agrees not to record this Lease and,
subject to the provisions of Section 26(u) below, to keep the terms of this
Lease confidential, but each party hereto agrees, at the request of the other,
to execute a so-called Notice of Lease in the form attached hereto as Exhibit I
complying with applicable law. In no event shall such document set forth the
Rent or other charges payable by Tenant hereunder. Tenant hereby grants to
Landlord a power of attorney to execute and record a release releasing such
Notice following the expiration or earlier termination of the Term of this
Lease.
(p) WATER OR MOLD NOTIFICATION. To the extent Tenant or its agents or
employees discover any water leakage, water damage or mold in or about the
Premises or Project, Tenant shall promptly notify Landlord thereof in writing.
(q) JOINT AND SEVERAL LIABILITY. If Tenant is comprised of more than
one party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease. All unperformed obligations of Tenant hereunder
not fully performed at the end of the Term shall survive the end of the Term,
including payment obligations with respect to Rent and all obligations
concerning the condition and repair of the Premises.
(r) FINANCIAL REPORTS. Within fifteen (15) days after Landlord's
request, Tenant will furnish Tenant's most recent audited financial statements
(including any notes to them) to Landlord, or, if no such audited statements
have been prepared, such other financial statements (and notes to them) as may
have been prepared by an independent certified public accountant or, failing
those, Tenant's internally prepared financial statements. If Tenant is a
publicly traded corporation, Tenant may satisfy its obligations hereunder by
providing to Landlord Tenant's most recent annual and quarterly reports. Tenant
will discuss its financial statements with Landlord and, following the
occurrence of an Event of Default hereunder, will give Landlord access to
Tenant's books and records in order to enable Landlord to verify the financial
statements. Landlord will not disclose any aspect of Tenant's financial
statements except (1) to Landlord's Mortgagee or prospective mortgagees or
purchasers of the Building or Landlord's attorneys, (2) to the parties'
attorneys in litigation between Landlord and Tenant, and/or (3) if required by
court order; provided that with respect to items (1) and (2) of this sentence,
Landlord shall first obtain a non-disclosure agreement from each such mortgagee,
purchaser or attorney on terms reasonably satisfactory to Tenant, Landlord,
Landlord's Mortgagees and Landlord's attorneys, as applicable. Tenant shall not
be required to deliver the financial statements required under this Section
26(r) more than once in any 12-month period unless requested by Landlord's
Mortgagee or a prospective buyer or lender of the Building or an Event of
Default occurs.
(s) LANDLORD'S FEES. Whenever Tenant requests Landlord to take any
action not required of it hereunder or give any consent required or permitted
under this Lease, Tenant will reimburse Landlord for Landlord's reasonable,
out-of-pocket costs payable to third parties and incurred by Landlord in
reviewing the proposed action or consent, including reasonable attorneys',
engineers' or architects' fees, within 30 days after Landlord's delivery to
Tenant of a statement of such costs. Tenant will be obligated to make such
reimbursement without regard to whether Landlord consents to any such proposed
action.
(t) TELECOMMUNICATIONS. Tenant acknowledges that Landlord shall not be
required to provide or arrange for any telecommunications systems, including
voice, video, data, Internet, and any other services provided over wire, fiber
optic, microwave, wireless, and any other transmission systems
("TELECOMMUNICATIONS SERVICES") and that Landlord shall have no liability to any
Tenant Party in connection with the installation, operation or maintenance of
Telecommunications Services or any equipment or facilities relating thereto.
Tenant, at its cost and for its own account, shall be solely responsible for
obtaining all Telecommunications Services. Tenant shall comply with the
provisions of this Lease, including, without limitation, the provisions of
Section 8 hereof, in connection with the installation of any Telecommunications
Services or any equipment or facilities relating thereto.
(u) CONFIDENTIALITY. Tenant acknowledges that the terms and conditions
of this Lease are to remain confidential for Landlord's benefit, and may not be
disclosed by Tenant to anyone, by any manner or means, directly or indirectly,
without Landlord's prior written consent; however, Tenant may disclose the terms
and conditions of this Lease if required by Law or court order, and to its
attorneys, accountants, employees and existing or prospective financial partners
provided same are advised by Tenant of the confidential nature of such terms and
conditions and agree to maintain the confidentiality thereof (in each case,
prior to disclosure). Tenant shall be liable
21
for any disclosures made in violation of this Section by Tenant or by any entity
or individual to whom the terms of and conditions of this Lease were disclosed
or made available by Tenant. The consent by Landlord to any disclosures shall
not be deemed to be a waiver on the part of Landlord of any prohibition against
any future disclosure.
(v) AUTHORITY. Tenant (if a corporation, partnership or other business
entity) hereby represents and warrants to Landlord that Tenant is a duly formed
and existing entity qualified to do business in the state in which the Premises
are located, that Tenant has full right and authority to execute and deliver
this Lease, and that each person signing on behalf of Tenant is authorized to do
so. Landlord hereby represents and warrants to Tenant that Landlord is a duly
formed and existing entity qualified to do business in the state in which the
Premises are located, that Landlord has full right and authority to execute and
deliver this Lease, and that each person signing on behalf of Landlord is
authorized to do so.
(w) ROOFTOP EQUIPMENT. Tenant may install, at Tenant's risk and
expense and to be used solely by Tenant, an array of antennas (not to exceed
forty (40) antennas without Landlord's prior written consent, which consent
shall not be unreasonably withheld or delayed), including GPS receivers, omni
antennas, and a dish style antennae, none of which shall be more than six (6)
inches in diameter (the "ROOFTOP EQUIPMENT") on the roof or the upper edge of
the rear of the Building at a location approved by Landlord. The Rooftop
Equipment shall be used only by Tenant. Before installing the Rooftop Equipment,
Tenant shall submit to Landlord for its approval plans and specifications which
(A) specify in detail the design, location and size of the Rooftop Equipment and
(B) are sufficiently detailed to allow for the installation of the Rooftop
Equipment in a good and workmanlike manner and in accordance with all Laws. None
of the Rooftop Equipment shall protrude more than five (5) feet above the
elevation of the roof on which it is installed and all such equipment to the
extent reasonably practicable must be painted in a color reasonably acceptable
to Landlord to minimize visibility. If Landlord approves of such plans, Tenant
shall install (in a good and workmanlike manner), maintain and use the Rooftop
Equipment in accordance with all Laws and shall obtain all consents and permits
required for the installation and operation thereof; copies of all such permits
and evidence of such consents must be submitted to Landlord before Tenant begins
to install the Rooftop Equipment. Tenant shall thereafter maintain all permits
necessary for the maintenance and operation of the Rooftop Equipment while it is
on the Building and operate and maintain the Rooftop Equipment in such a manner
so as not to unreasonably interfere with any equipment (including any other
satellite, antennae, or other transmission facility) on the Building's roof or
in the Building. To the extent reasonably practicable, Landlord may require that
Tenant screen the Rooftop Equipment seen from the street with a parapet or other
screening device acceptable to Landlord. Tenant shall maintain the Rooftop
Equipment and screening device, if applicable, in good repair and condition.
Upon Landlord's written request (but not otherwise), Tenant shall, at its risk
and expense, remove the Rooftop Equipment (including all wiring related
thereto), within five (5) days after the occurrence of any of the following
events: (i) the termination of Tenant's right to possess the Premises; (ii) the
termination of this Lease; (iii) the expiration of the Term; or (iv) the
vacation of the Premises by Tenant and any and all assignees and/or sublessees
approved by Landlord hereunder for a period of greater than sixty (60)
consecutive days (but prior to the termination of this Lease or Tenant's right
to possession of the Premises). If Tenant fails to do so, Landlord may remove
all or any part of the Rooftop Equipment and store or dispose of it in any
manner Landlord deems appropriate without liability to Tenant; Tenant shall
reimburse Landlord for all costs incurred by Landlord in connection therewith
within ten (10) days after Landlord's request therefor. Tenant shall repair any
damage to the Building caused by or relating to the Rooftop Equipment, including
that which is caused by its installation, maintenance, use, or removal and shall
indemnify Landlord against all liabilities, losses, damages, and costs arising
from the installation, maintenance, use, or removal of the Rooftop Equipment
(UNLESS THE LIABILITIES, LOSSES, DAMAGES, AND COSTS IN QUESTION WERE CAUSED BY
LANDLORD'S SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). All work relating to
the Rooftop Equipment shall, at Tenant's expense, be coordinated with Landlord's
roofing contractor so as not to affect any warranty for the Building's roof and
shall not penetrate the roof.
(x) SIGNAGE. Tenant shall have the right to install a slot on the
exterior monument sign at the Project and on the door to the Premises. All such
signage must be installed and maintained in accordance with all Laws and subject
to Landlord's prior written approval, which approval shall not be unreasonably
withheld, conditioned, or delayed.
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(y) LIST OF EXHIBITS. All exhibits and attachments attached hereto are
incorporated herein by this reference.
Exhibit A - Floor Plan of Premises
Exhibit A-1 - Site Plan of Project
Exhibit B - Description of the Land
Exhibit C - Building Rules and Regulations
Exhibit D - Tenant Finish-Work: Allowance
Exhibit D-1 - Tenant's Space Plans
Exhibit D-2 - List of Approved Contractors and Subcontractors
Exhibit E - Form of Confirmation of Commencement Date Letter
Exhibit F - Form of Tenant Estoppel Certificate
Exhibit G - Renewal Option
Exhibit H - Letter of Credit
Exhibit I - Notice of Lease
Exhibit J - 2005 Estimated Operating Costs
Exhibit K - List of Windows to be Replaced by Landlord
Exhibit L - List of Items Used by Tenant Containing Hazardous
Materials
Exhibit M - Restricted Parking Area
(z) PROHIBITED PERSONS AND TRANSACTIONS.
Tenant represents and warrants that neither Tenant nor any of its
affiliates, nor any of their respective partners, members, shareholders or other
equity owners, and none of their respective employees, officers, directors,
representatives or agents is, nor will they become, a person or entity with whom
U.S. persons or entities are restricted from doing business under regulations of
the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury
(including those named on OFAC's Specially Designated and Blocked Persons List)
or under any statute, executive order (including the September 4, 2001,
Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action
and is not and will not Transfer this Lease to, contract with or otherwise
engage in any dealings or transactions or be otherwise associated with such
persons or entities.
(aa) LANDLORD'S DEFAULT. Except as provided below in this Section
26(aa), and except where the provisions of this Lease grant Tenant an express,
exclusive remedy, or expressly deny Tenant a remedy, Tenant's exclusive remedy
for Landlord's failure to perform its obligations under this Lease following the
Commencement Date shall be limited to damages, injunctive relief, or specific
performance; in each case, Landlord's liability or obligations with respect to
any such remedy shall be limited as provided in Section 26(b). Landlord shall be
in default under this Lease if Landlord fails to perform any of its obligations
hereunder following the Commencement Date and such failure continues for thirty
(30) days after Tenant delivers to Landlord written notice specifying such
failure; however, if such failure cannot reasonably be cured within such 30-day
period, but Landlord commences to cure such failure within such 30-day period
and thereafter diligently pursues the curing thereof to completion, then
Landlord shall not be in default hereunder or liable for damages therefor.
(bb) FAILURE OF TENANT TO CONTINUOUSLY OCCUPY THE PREMISES. If, for
more than nine (9) months in any twelve (12) month period, Tenant (1) abandons
or vacates the Premises or any substantial portion thereof or (2) fails to
continuously operate its business in the Premises, Landlord may cancel this
Lease (at its option and in its sole discretion) upon giving written notice to
Tenant as of the date specified in such notice. If Landlord cancels this Lease,
then this Lease shall cease and Tenant shall pay to Landlord all Rent accrued
through the cancellation date. Thereafter, Landlord may lease the Premises (or
any portion thereof) to any person without liability to Tenant.
27. LETTER OF CREDIT.
(a) GENERAL PROVISIONS. Concurrently with Tenant's execution of this
Lease, Tenant shall deliver to Landlord, as collateral for the full performance
by Tenant of all of its obligations under this Lease and for all losses and
damages Landlord may suffer as a result of any default by Tenant under this
Lease, a standby,
23
unconditional, irrevocable, transferable letter of credit (the "LETTER OF
CREDIT") in the form of Exhibit H hereto and containing the terms required
herein, in the face amount of $50,899.50 (the "LETTER OF CREDIT AMOUNT"), naming
Landlord as beneficiary, issued (or confirmed) by a financial institution
acceptable to Landlord in Landlord's sole discretion (it being hereby
acknowledged that Silicon Valley Bank is an acceptable financial institution for
the purposes of issuing the Letter of Credit as of the Lease Date), permitting
multiple and partial draws thereon, and otherwise in form acceptable to Landlord
in its sole discretion. Tenant shall cause the Letter of Credit to be
continuously maintained in effect (whether through replacement, renewal or
extension) in the Letter of Credit Amount through the date (the "FINAL LC
EXPIRATION DATE") that is one hundred twenty (120) days after the scheduled
expiration date of the Term or any renewal Term. If the Letter of Credit held by
Landlord expires earlier than the Final LC Expiration Date (whether by reason of
a stated expiration date or a notice of termination or non-renewal given by the
issuing bank), Tenant shall deliver a new Letter of Credit or certificate of
renewal or extension to Landlord not later than thirty (30) days prior to the
expiration date of the Letter of Credit then held by Landlord. Any renewal or
replacement Letter of Credit shall comply with all of the provisions of this
Section, shall be irrevocable, transferable and shall remain in effect (or be
automatically renewable) through the Final LC Expiration Date upon the same
terms as the expiring Letter of Credit or such other terms as may be acceptable
to Landlord in its sole discretion.
(b) DRAWINGS UNDER LETTER OF CREDIT. Landlord shall have the right to
draw upon the Letter of Credit, in whole or in part, at any time and from time
to time:
If an Event of Default occurs; or
If the Letter of Credit held by Landlord expires earlier than the
Final LC Expiration Date (whether by reason of a stated expiration date or a
notice of termination or non-renewal given by the issuing bank), and Tenant
fails to deliver to Landlord, at least thirty (30) days prior to the expiration
date of the Letter of Credit then held by Landlord, a renewal or substitute
Letter of Credit that is in effect and that complies with the provisions of this
Section 27.
No condition or term of this Lease shall be deemed to render the Letter of
Credit conditional to justify the issuer of the Letter of Credit in failing to
honor a drawing upon such Letter of Credit in a timely manner. Tenant hereby
acknowledges and agrees that Landlord is entering into this Lease in material
reliance upon the ability of Landlord to draw upon the Letter of Credit upon the
occurrence of any Event of Default by Tenant under this Lease or upon the
occurrence of any of the other events described above in this Section 27(b).
(c) USE OF PROCEEDS BY LANDLORD. The proceeds of the Letter of Credit
may be applied by Landlord against any Rent payable by Tenant under this Lease
that is not paid when due and/or to pay for all losses and damages that Landlord
has suffered or that Landlord reasonably estimates that it will suffer as a
result of any default by Tenant under this Lease. Landlord shall deposit any
unused proceeds in a separate account in the name of Landlord or its designee at
a financial institution selected by Landlord in its sole discretion (the "LC
PROCEEDS ACCOUNT"). Landlord may apply funds from the LC Proceeds Account
against any Rent payable by Tenant under this Lease that is not paid when due
and/or to pay for all losses and damages that Landlord has suffered or that
Landlord reasonably estimates that it will suffer as a result of any default by
Tenant under this Lease. Tenant hereby grants Landlord a security interest in
the LC Proceeds Account and agrees that, in addition to all other rights and
remedies available to Landlord under applicable Law, Landlord shall have all
rights of a secured party under the Massachusetts Uniform Commercial Code with
respect to the LC Proceeds Account. The LC Proceeds Account shall be under the
sole control of Landlord. Tenant shall not have any right to direct the
disposition of funds from the LC Proceeds Account or any other right or interest
in the LC Proceeds Account. Tenant shall, at any time and from time to time,
execute, acknowledge and deliver such documents and take such actions as
Landlord or the bank with which the LC Proceeds Account is maintained may
reasonably request concerning the creation or perfection of the security
interest granted to Landlord in (including Landlord's control of) LC Proceeds
Account or to effect the provisions of this Section 27(c). Tenant does hereby
make, constitute and appoint Landlord its true and lawful attorney-in-fact, for
it and in its name, place and stead, to execute and deliver all such instruments
and documents, and to do all such other acts and things, as Landlord may deem to
be necessary or desirable to protect and preserve the rights granted to Landlord
under this Section 27(c). Tenant hereby grants to Landlord the full power and
authority to appoint one or more substitutes to perform any of the acts that
Landlord is authorized to perform under this Section 27(c), with a right to
revoke such appointment of substitution at Landlord's pleasure. The power of
24
attorney granted pursuant to this Section 27(c) is coupled with an interest and
therefore is irrevocable. Any person dealing with Landlord may rely upon the
representation of Landlord relating to any authority granted by this power of
attorney, including the intended scope of the authority, and may accept the
written certificate of Landlord that this power of attorney is in full force and
effect. Photographic or other facsimile reproductions of this executed Lease may
be made and delivered by Landlord, and may be relied upon by any person to the
same extent as though the copy were an original. Anyone who acts in reliance
upon any representation or certificate of Landlord, or upon a reproduction of
this Lease, shall not be liable for permitting Landlord to perform any act
pursuant to this power of attorney. Provided Tenant has performed all of its
obligations under this Lease, Landlord agrees to pay to Tenant within thirty
(30) days after the Final LC Expiration Date the amount of any proceeds of the
Letter of Credit received by Landlord and not applied against any Rent payable
by Tenant under this Lease that was not paid when due or used to pay for any
losses and/or damages suffered by Landlord (or reasonably estimated by Landlord
that it will suffer) as a result of any default by Tenant under this Lease and
return the Letter of Credit to Tenant; provided, that if prior to the Final LC
Expiration Date a voluntary petition is filed by Tenant or any Guarantor, or an
involuntary petition is filed against Tenant or any Guarantor by any of Tenant's
or Guarantor's creditors, under the Federal Bankruptcy Code, then Landlord shall
not be obligated to make such payment in the amount of the unused Letter of
Credit proceeds until either all preference issues relating to payments under
this Lease have been resolved in such bankruptcy or reorganization case or such
bankruptcy or reorganization case has been dismissed, in each case pursuant to a
final court order not subject to appeal or any stay pending appeal.
(d) ADDITIONAL COVENANTS OF TENANT. If, as result of any application
or use by Landlord of all or any part of the Letter of Credit, the amount of the
Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall,
within ten (10) days following notice from Landlord of the same, provide
Landlord with additional letter(s) of credit in an amount equal to the
deficiency (or a replacement letter of credit in the total Letter of Credit
Amount), and any such additional (or replacement) letter of credit shall comply
with all of the provisions of this Section 27 and if Tenant fails to comply with
the foregoing, notwithstanding anything to the contrary contained in this Lease,
the same shall constitute an uncurable Event of Default by Tenant. Tenant
further covenants and warrants that it will neither assign nor encumber the
Letter of Credit or any part thereof or any interest in the LC Proceeds Account
and that neither Landlord nor its successors or assigns will be bound by any
such assignment, encumbrance, attempted assignment or attempted encumbrance.
(e) TRANSFER OF LETTER OF CREDIT. Landlord may, at any time and
without notice to Tenant and without first obtaining Tenant's consent thereto,
transfer all or any portion of its interest in and to the Letter of Credit to
another party, person or entity, including Landlord's Mortgagee and/or to have
the Letter of Credit reissued in the name of Landlord's Mortgagee. If Landlord
transfers its interest in the Building and transfers the Letter of Credit (or
any proceeds thereof then held by Landlord) in whole or in part to the
transferee, Landlord shall, without any further agreement between the parties
hereto, thereupon be released by Tenant from all liability therefor. The
provisions hereof shall apply to every transfer or assignment of all or any part
of the Letter of Credit to a new landlord. In connection with any such transfer
of the Letter of Credit by Landlord, Tenant shall, at Tenant's sole cost and
expense, execute and submit to the issuer of the Letter of Credit such
applications, documents and instruments as may be necessary to effectuate such
transfer. The issuer's transfer and processing fees in connection with any
transfer of the Letter of Credit shall be capped at one-quarter of one percent
(1/4%).
(f) NATURE OF LETTER OF CREDIT. Landlord and Tenant (1) acknowledge
and agree that in no event or circumstance shall the Letter of Credit or any
renewal thereof or substitute therefor or any proceeds thereof (including the LC
Proceeds Account) be deemed to be or treated as a "security deposit" under any
Law applicable to security deposits in the commercial context ("SECURITY DEPOSIT
LAWS"), (2) acknowledge and agree that the Letter of Credit (including any
renewal thereof or substitute therefor or any proceeds thereof) is not intended
to serve as a security deposit, and the Security Deposit Laws shall have no
applicability or relevancy thereto, and (3) waive any and all rights, duties and
obligations either party may now or, in the future, will have relating to or
arising from the Security Deposit Laws.
28. ENVIRONMENTAL REQUIREMENTS.
(a) PROHIBITION AGAINST HAZARDOUS MATERIALS. Except for Hazardous
Materials (as hereinafter defined) contained in products used by Tenant in de
minimis quantities for ordinary cleaning and business purposes and those items
listed on Exhibit L, Tenant shall not permit or cause any party to bring any
25
Hazardous Materials upon the Premises or in the Project or transport, store,
use, generate, manufacture, dispose, or release any Hazardous Materials on or
from the Premises or the Project without Landlord's prior written consent.
Tenant, at its sole cost and expense, shall operate its business in the Premises
in strict compliance with all Environmental Requirements (as hereinafter
defined) and all requirements of this Lease. Tenant shall complete and certify
to disclosure statements as requested by Landlord from time to time relating to
Tenant's transportation, storage, use, generation, manufacture, or release of
Hazardous Materials on the Premises or in the Project, and Tenant shall promptly
deliver to Landlord a copy of any notice of violation relating to the Premises
or the Project of any Environmental Requirement.
(b) ENVIRONMENTAL REQUIREMENTS. The term "ENVIRONMENTAL REQUIREMENTS"
means all Laws regulating or relating to health, safety, or environmental
conditions on, under, or about the Premises or the Project or the environment
including the following: the Comprehensive Environmental Response, Compensation
and Liability Act; the Resource Conservation and Recovery Act; the Clean Air
Act; the Clean Water Act; the Toxic Substances Control Act and all state and
local counterparts thereto, and any common or civil law obligations including
nuisance or trespass, and any other requirements of Section 4 and Exhibit C of
this Lease. The term "HAZARDOUS MATERIALS" means and includes any substance,
material, waste, pollutant, or contaminant that is or could be regulated under
any Environmental Requirement or that may adversely affect human health or the
environment, including any solid or hazardous waste, hazardous substance,
asbestos, petroleum (including crude oil or any fraction thereof, natural gas,
synthetic gas, polychlorinated biphenyls (PCBs), and radioactive material). For
purposes of Environmental Requirements, to the extent authorized by law, Tenant
is and shall be deemed to be the responsible party, including the "owner" and
"operator" of Tenant's "facility" and the "owner" of all Hazardous Materials
brought on the Premises or the Project by a Tenant Party and the wastes,
by-products, or residues generated, resulting, or produced therefrom.
(c) REMOVAL OF HAZARDOUS MATERIALS. Tenant, at its sole cost and
expense, shall remove all Hazardous Materials stored, disposed of or otherwise
released by a Tenant Party onto or from the Premises or the Project, in a manner
and to a level satisfactory to Landlord in its sole discretion, but in no event
to a level and in a manner less than that which complies with all Environmental
Requirements and does not limit any future uses of the Premises or the Project
or require the recording of any deed restriction or notice regarding the
Premises or the Project. Tenant shall perform such work at any time during the
period of this Lease upon written request by Landlord or, in the absence of a
specific request by Landlord, before Tenant's right to possession of the
Premises terminates or expires. If Tenant fails to perform such work within the
time period specified by Landlord or before Tenant's right to possession
terminates or expires (whichever is earlier), Landlord may at its discretion,
and without waiving any other remedy available under this Lease or at law or
equity (including an action to compel Tenant to perform such work), perform such
work at Tenant's cost. Tenant shall pay all costs incurred by Landlord in
performing such work within ten days after Landlord's request therefor. Such
work performed by Landlord is on behalf of Tenant and Tenant remains the owner,
generator, operator, transporter, and/or arranger of the Hazardous Materials for
purposes of Environmental Requirements. Tenant agrees not to enter into any
agreement with any person, including any governmental authority, regarding the
removal of Hazardous Materials that have been disposed of or otherwise released
onto or from the Premises or the Project without the written approval of the
Landlord.
(d) TENANT'S INDEMNITY. Tenant shall indemnify, defend, and hold
Landlord harmless from and against any and all losses (including diminution in
value of the Premises or the Project and loss of rental income from the
Project), claims, demands, actions, suits, damages (including punitive damages),
expenses (including remediation, removal, repair, corrective action, or cleanup
expenses), and costs (including actual attorneys' fees, consultant fees or
expert fees and including removal or management of any asbestos brought into the
Premises or the Project or disturbed in breach of the requirements of this
Section 28, regardless of whether such removal or management is required by Law)
which are brought or recoverable against, or suffered or incurred by Landlord as
a result of any release of Hazardous Materials or any breach of the requirements
under this Section 28 by a Tenant Party regardless of whether Tenant had
knowledge of such noncompliance. Notwithstanding any provisions in this Section
28 to the contrary, Tenant shall not be required to remove or remediate any
contamination resulting from the presence of Hazardous Materials existing upon
or under the Premises or the Building prior to the Lease Date unless any Tenant
Party exacerbates such existing contamination and shall be released from all
liability relating to the presence of Hazardous Materials existing upon or under
the Premises or the Building prior to the Lease Date unless
26
any Tenant Party exacerbates such existing contamination. The obligations of
Tenant under this Section 28 shall survive any expiration or termination of this
Lease.
(e) INSPECTIONS AND TESTS. Landlord shall have access to, and a right,
at its sole cost and expense and following written notice to Tenant, to perform
inspections and tests of, the Premises to determine Tenant's compliance with
Environmental Requirements, its obligations under this Section 28, or the
environmental condition of the Premises. Access shall be granted to Landlord
upon Landlord's prior notice to Tenant and at such times so as to minimize, so
far as may be reasonable under the circumstances, any disturbance to Tenant's
operations. Such inspections and tests shall be conducted at Landlord's expense,
unless such inspections or tests reveal that Tenant has not complied with any
Environmental Requirement, in which case Tenant shall reimburse Landlord for the
reasonable cost of such inspection and tests. Landlord's receipt of or
satisfaction with any environmental assessment in no way waives any rights that
Landlord holds against Tenant. Tenant shall promptly notify Landlord of any
communication or report that Tenant makes to any governmental authority
regarding any possible violation of Environmental Requirements or release or
threat of release of any Hazardous Materials onto or from the Premises or the
Project. Tenant shall, within five (5) days of receipt thereof, provide Landlord
with a copy of any documents or correspondence received from any governmental
agency or other party relating to a possible violation of Environmental
Requirements or claim or liability associated with the release or threat of
release of any Hazardous Materials onto or from the Premises or the Project.
(f) TENANT'S FINANCIAL ASSURANCE IN THE EVENT OF A BREACH. In addition
to all other rights and remedies available to Landlord under this Lease or
otherwise, Landlord may, in the event of a breach of the requirements of this
Section 28 that is not cured within thirty (30) days following notice of such
breach by Landlord, require Tenant to provide financial assurance (such as
insurance, escrow of funds or third party guarantee) in an amount and form
satisfactory to Landlord. The requirements of this Section 28 are in addition to
and not in lieu of any other provision in this Lease. Tenant's obligations under
this Section 28 shall also apply to the areas where Tenant's Off-Premises
Equipment is located.
(g) ACM REMOVAL. No asbestos containing material (ACM) shall be
removed or disturbed within the Building by anyone other than by someone
employed by Landlord. Landlord shall have from 7:00 a.m. on the Lease Date
through 11:59 p.m. on the date which is twenty (20) business days following the
Lease Date (the "ABATEMENT PERIOD") to perform the ACM Work, and no Tenant
Parties shall have access to or shall access the Premises during the Abatement
Period. For the purposes of this Lease: the "ACM WORK" shall mean and include
the removal and disposal of all ACM identified within the Premises by Landlord's
consultant in accordance with all applicable Laws by one of the ACM Contractors
chosen by Landlord and consented to by Tenant (which consent shall not be
unreasonably withheld, conditioned or delayed); and the "ACM CONTRACTORS" shall
mean LVI Environmental Services, Aulson and Response Remediation. The
Commencement Date shall be extended for two (2) days for each day beyond the
Abatement Period it takes for Landlord to complete the ACM Work except to the
extent that any interference by any Tenant Parties causes a delay with the
performance of any such ACM Work. Landlord shall deliver a certificate of
abatement from the selected ACM Contractor to Tenant after completion of the ACM
Work.
Landlord shall solicit bids to perform the ACM Work from all of the ACM
Contractors. Upon receipt of any bid packages from some or all of the ACM
Contractors, Landlord shall submit copies of such bid packages to Tenant,
together with its choice of the ACM Contractor to perform the ACM Work in
accordance with the bid package submitted by said Contractor. Landlord shall
choose the ACM Contractor who submits the lowest bid provided said ACM
Contractor's bid includes the full scope of the ACM Work. Within five (5)
business days of Tenant's receipt of such bid packages and Landlord's choice of
the ACM Contractor to perform the ACM Work, Tenant shall consent to Landlord's
choice of the ACM Contractor (which consent shall not be unreasonably withheld,
conditioned or delayed) or notify Landlord as to why it does not consent;
failure of Tenant to timely respond to Landlord's choice of the ACM Contractor
shall be deemed to be a consent to said ACM Contractor. Landlord has selected,
and Tenant has consented to, Response Remediation as the ACM Contractor who will
perform the ACM Work.
Landlord and Tenant shall equally share the cost to perform the ACM Work
provided such cost does not exceed $25,048. Tenant shall be solely responsible
to pay for any portion of the cost to perform the ACM Work in excess of $25,048,
such that Landlord's total liability with respect to the cost to perform the ACM
Work shall not
27
exceed $12,524. Tenant shall pay Landlord its share of the cost to perform the
ACM Work within thirty (30) days of Tenant's receipt of a reasonably detailed
invoice (together with any reasonably available supporting documentation) from
Landlord pertaining to the performance of the ACM Work.
29. PARKING. Tenant shall have the non-exclusive right to use as
appurtenant to the Premises sixty-seven (67) parking spaces located on the Land,
which parking spaces shall be shown on the Site Plan attached hereto as Exhibit
A-1. Such parking spaces will be available to Tenant without charge during the
Term. Landlord shall not be responsible for enforcing Tenant's parking rights
against third parties.
30. OTHER PROVISIONS. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED
WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL
PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE
CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS
HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL
CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION,
NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER,
WHETHER EXPRESS OR IMPLIED.
[NO FURTHER TEXT ON THIS PAGE. SEE NEXT PAGE FOR SIGNATURES]
28
IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this Lease to be duly executed as a
Massachusetts instrument under seal on the respective dates set forth below, but
for reference purposes, this Lease shall be dated as of the date first above
written. If the execution date is left blank, this Lease shall be deemed
executed as of the date first written above.
LANDLORD: W9/TIB III REALTY L.L.C.,
a Delaware limited liability company
By:
-----------------------------------
Name:
----------------------------------
Title:
---------------------------------
Execution Date:
------------------------
TENANT: AIRVANA, INC., a Delaware corporation
By:
-----------------------------------
Name:
----------------------------------
Title:
---------------------------------
Execution Date:
------------------------
29
EXHIBIT A
FLOOR PLAN OF PREMISES
(FLOOR PLAN OF PREMISES)
1
EXHIBIT A-1
SITE PLAN OF PROJECT
(SITE PLAN OF PROJECT)
A-1
EXHIBIT B
DESCRIPTION OF THE LAND
Legal Description - 00 Xxxxx Xxxx, Xxxxxxxxxx, XX
A certain parcel of land with the buildings and improvements thereon located in
Chelmsford, Middlesex County, Massachusetts, shown as Lot 501 containing 5.5039
acres on a plan entitled "Subdivision Plan of Land in Chelmsford, Massachusetts,
drawn for Alpha Development Corp.," dated December 1980, Scale 1' x 40', by
Merrimack Engineering Services, Inc., 00 Xxxx Xxxxxx, Xxxxx 00, Xxxxxxx, Mass.,
recorded with the Middlesex County North District Registry of Deeds in Book of
Plans 133 as Plan 4, and being more particularly bounded and described on said
Plan as follows:
Beginning at a point on the Northerly side of Alpha Road, at the Southeast
corner thereof and Southwest corner of Lot 500 as shown on said plan, thence
N 28 degrees 14' 39" W 390.74' along lot 500 to a point, thence
N 61 degrees 45' 21" E 359.80' along lot 500 to a point, thence
N 28 degrees 14' 39" W 171.82' along lot 500 to a point, thence
S 48 degrees 35' 11" W 866.84' along lands of the Turnpike Land Company, and
owners unknown to a point at land now or formerly of
Xxxxx and Xxxxxxxx XxXxxx, thence
S 19 degrees 11' 03" E 162.46' along said XxXxxx land to lands now or formerly
of Xxxx X. XxXxxxxx and Xxxxx X. Tereshkro to a point,
thence
S 30 degrees 32' 51" E 160.50' along lands of said XxXxxxxx and Tereshkro to a
point at lot 503 as shown on said plan, thence
S 26 degrees 58' 53" E 40.00' along lot 503 to a point, thence
N 63 degrees 01' 07" E 333.56' along lot 503 and lot 502 as shown on said plan
to a point at Alpha Road, thence along Alpha Road on a
curve to the left
Radius = 62.50' Length = 206.52' to a point, thence still along Alpha
Road
Radius = 30.00' Length = 38.60' to a point, thence still along Alpha
Road
Radius = 460.00' Length = 14.00' to a point at lot 500, being the point
of beginning.
Together with the easements, rights, benefits and appurtenances described in the
following (all recording references refer to the Middlesex County North District
Registry of Deeds):
(a) Dedication of Easements dated October 6, 1981 and recorded in Book 2518 at
Page 137, as amended by that certain Grant of Easements and Amendment to
Dedication dated February 5, 2004 and recorded with said Deeds in Book 18840,
Page 119; (b) Supplementary Dedication of
B-1
Easements dated March 23, 1982 and recorded in Book 2529 at Page 84; and (c)
Easement from Alpha Development Corporation to Massachusetts Electric Company
and New England Telephone and Telegraph Company dated March 18, 1981 and
recorded in Book 2477 at Page 526.
NOTE: As used herein the term "recorded" shall mean "recorded with the Middlesex
Northern District Registry of Deeds".
B-2
EXHIBIT C
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply to the Premises, the
Building, the parking areas associated therewith, and the appurtenances thereto:
1. Sidewalks, doorways, vestibules, halls, stairways, loading dock areas
and associated overhead doors, and other similar areas shall not be obstructed
by tenants or used by any Tenant or used for purposes other than ingress and
egress to and from the leased premises and for going from one to another part of
the Building.
2. Plumbing (including outside drains and sump pumps), fixtures and
appliances shall be used only for the purposes for which designed, and no
sweepings, rubbish, rags or other unsuitable material shall be thrown or
deposited therein. Damage resulting to any such fixtures or appliances from
misuse by a tenant or its agents, employees or invitees, shall be paid by such
tenant.
3. No signs, advertisements or notices shall be painted or affixed on or to
any windows or doors or other part of the Building visible from the exterior of
the Premises without the prior written consent of Landlord.
4. Tenant, at its expense, shall be responsible for providing all door
locks in the Premises and shall provide to Landlord, at Tenant's expense,
contemporaneously with the installation of such devices, a master key, card
keys, access codes or other means to allow Landlord immediate access to all
areas within the Premises.
5. Landlord may prescribe weight limitations and determine the locations
for safes and other heavy equipment or items, which shall in all cases be placed
in the Building so as to distribute weight in a manner acceptable to Landlord
which may include the use of such supporting devices as Landlord may require.
All damages to the Building caused by the installation or removal of any
property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.
6. Corridor doors, when not in use, shall be kept closed. Nothing shall be
swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds or animals (other than seeing-eye dogs) shall be brought into or kept in,
on or about any tenant's leased premises. No portion of any tenant's leased
premises shall at any time be used or occupied as sleeping or lodging quarters.
7. Tenant shall not make or permit any vibration or improper, objectionable
or unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them. Tenant shall not
introduce, disturb or release asbestos or PCB's into or from the Premises.
8. Tenant shall not keep in the Building any flammable or explosive fluid
or substance (other than typical office supplies [e.g., photocopier toner] used
in compliance with all Laws). Tenant shall not install or operate any steam or
gas engine or boiler, or other mechanical apparatus in the Premises without the
prior written consent of Landlord (except as part of the Work). The use of oil,
gas or inflammable liquids for heating, lighting or any other purpose is
expressly prohibited. Explosives or other articles deemed extra hazardous shall
not be brought into the Building.
9. Landlord will not be responsible for lost or stolen personal property,
money or jewelry from tenant's leased premises or public or common areas
regardless of whether such loss occurs when the area is locked against entry or
not.
10. Tenant shall not conduct any activity on or about the Premises or
Building which will draw pickets, demonstrators, or the like.
11. All vehicles are to be currently licensed, in good operating condition,
parked for business purposes having to do with Tenant's business operated in the
Premises, parked within designated parking spaces, one vehicle to each space. No
vehicle shall be parked as a "billboard" vehicle in the parking lot. Any vehicle
parked improperly
C-1
may be towed away. Tenant, Tenant's agents, employees, vendors and customers who
do not operate or park their vehicles as required shall subject the vehicle to
being towed at the expense of the owner or driver. Landlord may place a "boot"
on the vehicle to immobilize it and may levy a charge of $50.00 to remove the
"boot." Tenant shall indemnify, hold and save harmless Landlord of any liability
arising from the towing or booting of any vehicles belonging to a Tenant Party.
12. Other than outside storage of dumpsters and trash compactors, and
trucks and other vehicles and the portable cell tower (which portable cell tower
shall be located behind the rear of the Building). Tenant shall not permit
storage outside the Building, including dumping of waste or refuse or permit any
harmful materials to be placed in any drainage system or sanitary system in or
about the Premises.
13. Tenant shall not install or operate on the Premises any machinery or
mechanical devices of a nature not directly related to Tenant's ordinary use of
the Premises.
14. Tenant shall not park or operate any semi-trucks or semi-trailers in
the parking areas associated with the Building.
15. Tenant will not permit any Tenant Party to bring onto the Project any
handgun, firearm or other weapons of any kind or illegal drugs.
16. Tenant shall not permit its employees, invitees or guests to smoke in
the Building or the lobbies, passages, corridors, elevators, vending rooms, rest
rooms, stairways or any other area shared in common with other tenants in the
Building.
C-2
EXHIBIT D
TENANT FINISH-WORK: ALLOWANCE
(Tenant Performs the Work)
1. ACCEPTANCE OF PREMISES. Except as set forth in this Exhibit, Tenant
accepts the Premises in their "AS-IS" condition on the date that this Lease is
entered into.
2. SPACE PLANS.
(a) PREPARATION AND DELIVERY. Attached hereto as Exhibit D-1 are the
space plans and specifications prepared by Flavin Architects (the "ARCHITECT")
depicting improvements to be installed in the Premises (the "SPACE PLANS").
(b) APPROVAL PROCESS. Landlord hereby approves the Space Plans.
3. WORKING DRAWINGS.
(a) PREPARATION AND DELIVERY. Tenant shall provide to Landlord for its
approval final working drawings, prepared by the Architect, of all improvements
that Tenant proposes to install in the Premises; such working drawings shall
include the partition layout, ceiling plan, electrical outlets and switches,
telephone outlets, drawings for any modifications to the mechanical and plumbing
systems of the Building, and detailed plans and specifications for the
construction of the improvements called for under this Exhibit in accordance
with all applicable Laws.
(b) APPROVAL PROCESS. Landlord shall notify Tenant whether it approves
of the submitted working drawings within ten (10) business days after Tenant's
submission thereof (such approval not to be unreasonably withheld, conditioned
or delayed). If Landlord disapproves of such working drawings, then Landlord
shall notify Tenant thereof specifying in reasonable detail the reasons for such
disapproval, in which case Tenant shall, within five (5) business days after
such notice, revise such working drawings in accordance with Landlord's
objections and submit the revised working drawings to Landlord for its review
and approval. Landlord shall notify Tenant in writing whether it approves of the
resubmitted working drawings within five (5) business days after its receipt
thereof. This process shall be repeated until the working drawings have been
finally approved by Tenant and Landlord. If Landlord fails to notify Tenant that
it disapproves of the initial working drawings within ten (10) business days
(or, in the case of resubmitted working drawings, within five (5) business days)
after the submission thereof, then Landlord shall be deemed to have approved the
working drawings in question.
(c) LANDLORD'S APPROVAL; PERFORMANCE OF WORK. If any of Tenant's
proposed construction work will affect the Building's Structure or the
Building's Systems, then the working drawings pertaining thereto must be
approved by the Building's engineer of record. Landlord's approval of such
working drawings shall not be unreasonably withheld, provided that (1) they
comply with all Laws, (2) the improvements depicted thereon do not adversely
affect (in the reasonable discretion of Landlord) the Building's Structure or
the Building's Systems (including the Building's restrooms or mechanical rooms),
the exterior appearance of the Building, or the appearance of the Building's
common areas or elevator lobby areas, (3) such working drawings are sufficiently
detailed to allow construction of the improvements in a good and workmanlike
manner, and (4) the improvements depicted thereon conform to the rules and
regulations promulgated from time to time by Landlord for the construction of
tenant improvements (a copy of which has been delivered to Tenant). As used
herein, "WORKING DRAWINGS" means the final working drawings approved by
Landlord, as amended from time to time by any approved changes thereto, and
"WORK" means all demolition and improvements to be performed or constructed in
accordance with and as indicated on the Working Drawings, together with any work
required by governmental authorities to be made to other areas of the Building
as a result of the improvements indicated by the Working Drawings. Landlord's
approval of the Working Drawings shall not be a representation or warranty of
Landlord that such drawings are adequate for any use or comply with any Law, but
shall merely be the consent of Landlord thereto. Landlord shall, at Tenant's
request, sign the Working Drawings to evidence its review and approval thereof.
D-1
After the Working Drawings have been approved, Tenant shall cause the Work to be
performed in accordance with the Working Drawings.
4. CONTRACTORS; PERFORMANCE OF WORK. The Work shall be performed only
by licensed contractors and subcontractors approved in writing by Landlord,
which approval shall not be unreasonably withheld, conditioned or delayed.
Attached hereto as Exhibit D-2 is a list of contractors and subcontractors
approved by Landlord. All contractors and subcontractors shall be required to
procure and maintain insurance against such risks, in such amounts, and with
such companies as Landlord may reasonably require. Certificates of such
insurance, with paid receipts therefor, must be received by Landlord before the
Work is commenced. The Work shall be performed in a good and workmanlike manner
free of defects and shall materially conform with the Working Drawings.
5. CONSTRUCTION CONTRACTS.
(a) TENANT'S GENERAL CONTRACTOR. Tenant shall enter into a
construction contract with a general contractor selected by Tenant and approved
by Landlord (such approval not to be unreasonably withheld, conditioned or
delayed) in a form acceptable to Tenant's representative for the Work, which
shall comply with the provisions of this Section 5 and provide for, among other
things, (1) a one-year warranty for all defective Work; (2) a requirement that
Tenant's Contractor maintain general commercial liability insurance of not less
than a combined single limit of $5,000,000, naming Landlord, Landlord's property
management company, Landlord's asset management company, Landlord's Mortgagee,
Tenant, and each of their respective Affiliates as additional insureds; (3) a
requirement that the contractor perform the Work in substantial accordance with
the Space Plans and the Working Drawings and in a good and workmanlike manner;
(4) a requirement that the contractor is responsible for daily cleanup work and
final clean up (including removal of debris); and (5) those items described in
Section 5(b) (collectively, the "APPROVAL CRITERIA"). Landlord shall have three
(3) business days to notify Tenant whether it approves the proposed construction
agreements. If Landlord disapproves of the proposed construction agreements,
then it shall specify in reasonable detail the reasons for such disapproval, in
which case Tenant shall revise the proposed construction agreements to correct
the objections and resubmit them to Landlord within two (2) business days after
Landlord notifies Tenant of its objections thereto, following which Landlord
shall have two (2) business days to notify Tenant whether it approves the
revised construction agreements. If Landlord fails to notify Tenant that it
disapproves of the construction agreements within three (3) business days after
the initial construction agreements or two (2) business days after the revised
construction agreements (as the case may be) are delivered to Landlord, then
Landlord shall be deemed to have approved the construction agreements.
(b) ALL CONSTRUCTION CONTRACTS. Unless otherwise agreed in writing by
Landlord and Tenant, each of Tenant's construction contracts shall: (1) provide
a schedule and sequence of construction activities and completion; (2) be in a
contract form that satisfies the Approval Criteria; (3) require the contractor
and each subcontractor to name Landlord, Landlord's property management company,
Landlord's asset management company, and Tenant as additional insured on such
contractor's insurance maintained in connection with the construction of the
Work; (4) be assignable following an Event of Default by Tenant under this Lease
to Landlord and Landlord's Mortgagees; and (5) contain at least a one-year
warranty for all workmanship and materials.
6. CHANGE ORDERS. Tenant may initiate changes in the Work. To the
extent such change is materially inconsistent with the previously approved Work,
each such change must receive the prior written approval of Landlord, such
approval not to be unreasonably withheld, conditioned or delayed; however, if
such requested change would adversely affect (in the reasonable discretion of
Landlord) (a) the Building's Structure or the Building's Systems (including the
Building's restrooms or mechanical rooms), or (b) the exterior appearance of the
Building or any other portion of the Premises exterior to the Building, Landlord
may withhold and/or condition its consent in its sole and absolute discretion.
Landlord shall notify Tenant of whether it approves of the proposed change
within three (3) business days after it receives such request from Tenant. If
Landlord fails to notify Tenant that it disapproves of such change within three
(3) business days after it receives such request from Tenant, then Landlord
shall be deemed to have approved such change. Tenant shall, upon completion of
the Work, furnish Landlord with an accurate architectural "as-built" plan of the
Work as constructed, which plan shall be incorporated into this Exhibit D by
this reference for all purposes. If Tenant requests any changes to the Work
described in the Space Plans or the Working Drawings, then such increased costs
and any additional design costs incurred in connection therewith as the result
of any such change shall be added to the Total Construction Costs.
D-2
7. DEFINITIONS. As used herein "SUBSTANTIAL COMPLETION,"
"SUBSTANTIALLY COMPLETED," and any derivations thereof mean the Work in the
Premises is substantially completed (as reasonably determined by Landlord or as
certified by the Architect) in accordance with the Working Drawings. Substantial
Completion shall have occurred even though minor details of construction,
decoration, landscaping and mechanical adjustments remain to be completed.
8. WALK-THROUGH; PUNCHLIST. When Tenant considers the Work in the
Premises to be Substantially Completed, Tenant will notify Landlord and within
three (3) business days thereafter, Landlord's representative and Tenant's
representative shall conduct a walk-through of the Premises and identify any
necessary touch-up work, repairs and minor completion items that are necessary
for final completion of the Work. Neither Landlord's representative nor Tenant's
representative shall unreasonably withhold his or her agreement on punchlist
items. Tenant shall use reasonable efforts to cause the contractor performing
the Work to complete all punchlist items within thirty (30) days after agreement
thereon.
9. EXCESS COSTS. The entire cost of performing the Work (including
design of and space planning for the Work and preparation of the Working
Drawings and the final "as-built" plan of the Work, costs of construction labor
and materials, electrical usage during construction, additional janitorial
services, general tenant signage, related taxes and insurance costs, licenses,
permits, certifications, surveys and other approvals required by Law, all of
which costs are herein collectively called the "TOTAL CONSTRUCTION COSTS") in
excess of the Construction Allowance (hereinafter defined) shall be paid by
Tenant. Upon approval of the Working Drawings and selection of a contractor,
Tenant shall promptly execute a work order agreement which identifies such
drawings and itemizes the Total Construction Costs and sets forth the
Construction Allowance.
10. CONSTRUCTION ALLOWANCE. Landlord shall provide to Tenant a
construction allowance not to exceed $34.83 per rentable square foot in the
Premises (the "CONSTRUCTION ALLOWANCE") to be applied toward the Total
Construction Costs, as adjusted for any changes to the Work; provided, however,
not more than $3.00 per rentable square foot of the Construction Allowance shall
be applied to the architectural and engineering design portion of the Total
Construction Costs. The Construction Allowance may be increased by up to $5.00
per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE")
at Tenant's written request to Landlord, which Construction Allowance Increase
shall be amortized monthly over the remainder of the initial Term at an annual
interest rate of ten percent (10%) and such amortized amounts shall be paid
monthly over the remainder of the initial Term together with the Monthly Basic
Rent. Upon either party's request, the parties shall execute an amendment to
this Lease reflecting such amortized monthly payments required to be paid by
Tenant over the remainder of the initial Term. No advance of the Construction
Allowance shall be made by Landlord until Tenant has first paid to the
contractor from its own funds (and provided reasonable evidence thereof to
Landlord) the anticipated amount by which the projected Total Construction Costs
exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay
to Tenant the Construction Allowance in multiple disbursements (but not more
than once in any calendar month) following the receipt by Landlord of the
following items: (a) a request for payment; (b) final or partial lien waivers,
as the case may be, from all persons performing work or supplying or fabricating
materials for the Work, fully executed, acknowledged and in recordable form; and
(c) the Architect's certification that the Work for which reimbursement has been
requested has been finally completed, including (with respect to the last
application for payment only) any punch-list items, on the appropriate AIA form
or another form approved by Landlord, and, with respect to the disbursement of
the last 10% of the Construction Allowance: (1) the temporary certificate of
occupancy issued for the Premises; (2) Tenant's occupancy of the Premises; (3)
delivery of the architectural "as-built" plan for the Work as constructed (as
set forth above) to Landlord's construction representative (set forth below);
and (4) an estoppel certificate confirming such factual matters as Landlord or
Landlord's Mortgagee may reasonably request (collectively, a "COMPLETED
APPLICATION FOR PAYMENT"). Landlord shall pay the amount requested in the
applicable Completed Application for Payment to Tenant within thirty (30) days
following Tenant's submission of the Completed Application for Payment. If,
however, the Completed Application for Payment is incomplete or incorrect,
Landlord's payment of such request shall be deferred until thirty (30) days
following Landlord's receipt of the Completed Application for Payment.
Notwithstanding anything to the contrary contained in this Exhibit, Landlord
shall not be obligated to make any disbursement of the Construction Allowance
during the pendency of any of the following: (A) Landlord has received written
notice of any unpaid claims relating to any portion of the Work or materials in
connection therewith, other than claims which will be paid in full from such
disbursement; (B) there is an unbonded lien outstanding against the Building or
the Premises or Tenant's interest therein by reason of work done, or claimed to
have been done, or materials supplied or specifically
D-3
fabricated, claimed to have been supplied or specifically fabricated, to or for
Tenant or the Premises; (C) the conditions to the advance of the Construction
Allowance are not satisfied; or (D) an Event of Default by Tenant exists. The
Construction Allowance must be used (that is, the Work must be fully complete
and the Construction Allowance disbursed) within six (6) months following the
Commencement Date or shall be deemed forfeited with no further obligation by
Landlord with respect thereto, time being of the essence with respect thereto.
11. CONSTRUCTION REPRESENTATIVES. Landlord's and Tenant's
representatives for coordination of construction and approval of change orders
will be as follows, provided that either party may change its representative
upon written notice to the other:
Landlord's Representative: W9/TIB III Realty, L.L.C.
c/o Archon Group, L.P.
00 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Tenant's Representative: Airvana, Inc.
00 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx,
Chief Financial Officer
Telephone: 000-000-0000
Telecopy: 000-000-0000
12. MISCELLANEOUS. To the extent not inconsistent with this Exhibit,
Sections 8(a) and 22 of this Lease shall govern the performance of the Work and
Landlord's and Tenant's respective rights and obligations regarding the
improvements installed pursuant thereto.
D-4
EXHIBIT D-1
TENANT'S SPACE PLANS
(TENANT'S SPACE PLANS)
X-0-0
XXXXXXX X-0
LIST OF APPROVED CONTRACTORS AND SUBCONTRACTORS
Bid Call Report - By Trade
CORPORATE INTERIORS GROUP SUBCONTRACTOR LIST
01526 - SCAFFOLDING STAGING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Lanco Scaffolding Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Xxxx Scaffolding Co. Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxx Xxxxxx, Xxxxxxxxxx, Rl 02905
Xxxx Steel & Precast Erectors Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
Xxx X Xxxxxx, Xxxxx Xxxxxx, XX 00000
Xxxxxxxxxxx Aerialifts Xxxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 X Xxxxxx, Xxxxxx, XX 00000
Triple G Scaffold Services Corp. Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX 00000
01561 - GENERAL LABOR/CLEAN
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Front Line Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
Onesource Xxxxxxx Babinea (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000
SOS Corp. Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
01562 - DUMPSTERS DISPOSAL
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxx Corporation Xxxxxx Xxxxxxx Xx. (000)000-0000 (000)000-0000 ? False ___________
X X. Xxx 000, Xxxxxx, XX 00000
Waste Solutions, Inc. Xxxxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
01710 - GENERAL FINAL CLEANING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Resource Project Group Xxxxx Xxxxxxxx (781)356-8600 (781)356-8611 ? False ___________
000 Xxxx Xxxx, Xxxxxxxxx, XX 00000
SOS Corp. Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
02070 - DEMOLITION
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
CCP Special Projects Corp. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 X Xxxxxxx Xxxxxx, Xxxxx, XX 00000
Commonwealth Contracting Services Xxxxx X. Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000
X. Xxxxxx & Sons, Inc. Xxxxxx X. XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000
Page 1
D-2-1
Bid Call Report - By Trade
Corporate Interiors Group Subcontractor List - 02070 - Demolition
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Edifice Wrecking Co., Inc. Xxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Front Line Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
Mac's Contracting Co., Inc. Xxxxxxx X. MacDo (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
North American Site Developers, Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Nova Contractors, Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Resource Project Group Xxxxx Xxxxxxxx (781)356-8600 (781)356-8611 ? False ___________
000 Xxxx Xxxx, Xxxxxxxxx, XX 00000
SMS Services Inc Xxxxx X. Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000
SOS Corp. Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
Universal Construction Services Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx, Xxxxxxxxx, XX 00000
Yankee Environmental Services Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxx., Xxxxxxxxxxx, XX 00000
02075 - CONCRETE SAWCUTTING CORING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Boston Contract Drilling Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Easton Concrete Cuttign and Drilling Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, X. Xxxxxx, XX 00000
Pro Cut, Inc. Xxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
02080 - ASBESTOS ABATEMENT
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A.C.T. Abatement Corp. Xx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx, Xxxxxxxx, XX 00000
Xxxxxx Company Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxx, Xxxxxxx, XX 00000
Xxxxxx Environmental Estimating (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
CYN Environmental Services Xxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000
X Xxxxxx & Sons, Inc Xxxxxx X. XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000
Page 2
D-2-2
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 02080 - Asbestos Abatement
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Eagle Environmental Xxxx Namnik (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx, Xxxxxx, XX 00000
Fleet Industrial Services, LLC Xxxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxxxx,
XX 00000
LVI Environmental Services Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000-X Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Yankee Environmental Services Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxx., Xxxxxxxxxxx, XX 00000
02152 - SHORING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
FES Shoring, Inc. Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxx. Xxxxxxx, XX 00000
Xxxxx Xxxxx Co. Xxxxx Giiunta (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
New England Foundation Co., Inc. Xxxx Roma (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
02200 - EARTHWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
X. X. Xxxxxxxxx & Co., Inc. Xxxxxxx Frangio (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000
X. Xxxxxx Inc. Xxxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxx Xxxx Xxxxxxxxxx Xx., Xxxxxxxxxxx,
XX 00000
X. Xxxxxxx Contractors Co. Xxxx XxXxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
X. X. XxXxxx Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, X. Xxxxxx, XX 00000
Xxxxx X. Xxxxx Co., Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
X. X. Xxxxxx & Co., Inc. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
X. X. Xxxxx Co. Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Xxxxx Corp. The Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
02522 - UNIT PAVERS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxx Xxxxxxxxxxx & Assocaites, In Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxx Xxxxxxx Xxx, Xxxxxxx, XX 00000
United Stone & Site Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx, Xxxx Xxxxxx, XX 00000
Page 3
D-2-3
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 02522 - Unit Pavers
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
ValleyCrest Landscape Development Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
02820 - FENCING GATES
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Eastern Fence Company Xxxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Perfection Fence Co. Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xx., Xxxxxxxxxx, XX 00000
Steelco Chainlink Fence Co. Xxxxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx,
XX 00000
Walpole Woodworkers Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
Xxxxx 00, Xxxxxxxxxx, XX 00000
03300 - CAST IN PLACE CONCRETE
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxx Associates, Inc. Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Northern Construction Service, LLC Xxxx XxXxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
03310 - CONCRETE FORMWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
D&M Concrete Floor Co. Xxxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxx Xxxxxx, Xxxx Xxxxx, XX 00000
J. P XxXxxx Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, X. Xxxxxx, XX 00000
XX Xxxxxxxx & Sons, Inc. Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxxxx Construction, Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000
Xxxxxxx Concrete Construction Co. Xxx Xxxxxx Xx. (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxxx Xxxx., Xxxxxx, XX 00000
S&F Concrete Contractors, Inc. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
03315 - REINFORCING STEEL FABRICATORS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxx Steel Compnay Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000-0000
Xxxxxx Rebar Boston, Inc. Xxxxxx XxXxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxxx, Xxxx Xxxxxxx, XX 00000
Rebars & Mesh, Inc. Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxx, Xxxxxxxxx, XX 00000
Page 4
D-2-4
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 03315 - Reinforcing Steel
Fabricators
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxx Steel Co. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxxxxxx,
XX 00000
03328 - CONCRETE FLOOR LEVELING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------ ------------- ------- ----- -----------
Eastern Floor Services Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
New England Specialty Concrete Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxx Xxxxxx, Xxxxxxxxx, XX 00000
03345 - CONCRETE FLATWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
American Concrete Systems Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Xxxxx Concrete Floors, Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
04200 - MASONRY
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Architectural Paving and Stone Xxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxxx, Xxxxxxxx, XX 00000
Bostonian Masonry Corp. Xxxx Xxxxxxx (508)668-4400 (508)668-7074 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxxx,
XX 00000
Commercial Masonry Corp. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxx Xxxx, Xxxxxxxx, XX 00000
X'Xxxxxxxx Associates Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
D. J. Construction Co. Inc. Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxx, Xxxxxx, XX 00000
Empire Masonry Corp. Xxx XxXxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxx Xxxxxxxx Corp. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 X Xxxxxx, Xxxxxxxxxx, XX 00000
J.A.J. Co., Inc. Xxx lacopucci (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxxxx & Assocaites, In Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxx Xxxxxxx Xxx, Xxxxxxx, XX 00000
NER Construction Management, Inc. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000-0000
Phoenix Bay State Const Xxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxx, Xx 00000
Pizzoti Bros. Xxxx Pizzoti (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Page 5
D-2-5
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 04200 - Masonry
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxxx Masonry Co., Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxx 0, Xxxxxxx,
XX 00000
04400 - STONEWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
United Stone & Site Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx, Xxxx Xxxxxx, XX 00000
04500 - MASONRY RESTORATION
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Acme Waterproofing CO., Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
Brisk Waterproofing Co. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxx., Xxxxxx, XX 00000
Brunca Waterproofing Xxxxx (000)000-0000 (000)000-0000 ? False ___________
Xxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx,
XX 00000
Xxxxx Waterproofing Co Xxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Xxxxxx Construction Co., Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxxx Xxx., Xxxxxx, XX 00000
NER Construction Management, Inc. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000-0000
Restoration Preservation Masonry Xxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
Xxxxxxxx Waterproofing Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
05120 - STRUCTURAL STEEL FABRICATORS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Capco Steel Corp. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Xxxxxx Iron Corporation Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxxx,
XX 00000-0000
Cives Steel Company Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx, Xxxxxxx, XX 00000
Xxxxxxxx Structural Steel, Inc. Xxxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxx, Xxxxxx, XX 00000
Xxxx Steel & Precast Erectors Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
Xxx X Xxxxxx, Xxxxx Xxxxxx, XX 00000
New Corp. Steel Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Novel Iron Works Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxx, Xxxxxxxxx, XX 00000
Page 6
D-2-6
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 05120 - Structural Steel
Fabricators
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Ocean Steel & Construction Ltd Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx,
XX 00000
Xxxxx Steel, Inc. Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000
Sunrise Erectors, Inc. Xxxxx Connaught (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
05200 - STEEL ERECTION
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxx Steel & Precast Erectors Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
Xxx X Xxxxxx, Xxxxx Xxxxxx, XX 00000
Sunrise Erectors, Inc. Xxxxx Connaught (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
05500 - MISC METALS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
American Architectural Iron Co, Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000
Boston Steel Fabricators, Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
Columbia Metals Service Company Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
XxXxxxxxx Iron Work, Inc Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Xxxxxxxx Steel Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxx Iron Works, Inc. Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxxxxx, Xxxxxxx, XX 00000
Xxxxxxx Bros. Iron Works, Inc. Xxxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxx Steel, Inc. Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000
Southeastern Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
Air Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx,
XX 00000
Studs & Steel, Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
X X. Xxx 000, Xxxxxx, XX 00000
Sunrise Erectors, Inc. Xxxxx Connaught (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
Xxx Xxxxxx Co Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
Page 7
D-2-7
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 05710 - Misc Ornamental Metals
05710 - MISC ORNAMENTAL METALS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxx Bros. Iron Works, Inc. Xxxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxx Xxxxxx Xxxxxxx, XX 00000
06050 - ROUGH CARPENTRY
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Central Ceilings, Inc. Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Continental Construction Co., Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx Xx., Xxxxxxx, XX 00000
Martucelli Builders Xxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Xxxxxx & Sons Construction Co., Inc Xxxxxxx X. Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
New England Finish Systems, Inc. Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxxxxxx Xxx, Xxxxx, XX 00000
06200 - FINISH CARPENTRY MILLWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Alpine Woodworking Assoc, Inc. Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxx., Xxxxxxxxx, XX 00000
American Milling (Union) Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx Corp. Xxxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000
Apex Woodworking Xxx XxXxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
Architectural Interior Products, Inc Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxx Xxxxxx, Xxxxxx, XX 00000
Xxxxxx Construction Estimating (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxx Xxxx X, Xxxxxxxxx,
XX 00000
X.X. Xxxxxx & Associates, Inc. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxx Xxxxxx Xxxx, Xxxxxxxx, XX 00000
Caliper Woodworking Corp. Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Chebli Architectural Woodwork Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxx Woodworking, Inc. Xxxxx Xxxxx, JR. (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxx Xxxxx, Xxxx, XX 00000
Xxxxxxx Xxxxxx Company Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxxxx & White, Ltd. Xxxxxxx Xxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Page 8
D-2-8
Bid Call Report - By Trade
Corporate Interiors Group Subcontractor List - 06200 - Finish Carpentry Millwork
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
laccarino & Sons, Inc. Xxxxxxx X. laccar (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Liberty Woodworking, Inc. Xxxxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 X Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Xxxx Xxxxxx Woodworking & Design, Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxx, XX 00000
Millwork One - MA Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
North American Woodworking Corp. Xxxx XxXxxxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxx,
XX 00000
Patella Woodworking - New England Xxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxx 000, , 00000
Xxxxx Xxxxx Millwork Xxxxxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxx Xxxxxx, Xxxxxx, XX 00000
Thibco Inc. Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000-0000
Xxxxxxxx Woodworks Company Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000
Xxxxxx X. Xxxxxx Co., Inc. Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000
Woodworks, The Xxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
XX 00000
Xxxxxx Architectural Millwork Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000
Young's Woodworking, Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000
06201 - FINISH CARPENTRY INSTALLATION
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxx Corporation Xxxxxx Xxxxx Jr (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Component Assembly Systems Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Garnet Construction Co., Inc Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxx, Xxxxx, XX 00000
Xxxxxxx Interiors, Inc Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxx Xxxxxx, Xxxx 000, Xxxxxxxxxx,
XX 00000
06202 - Historic Restoration
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
X.X. Xxxxxxx Inc. Xxxxxx Cruicksha (000)000-0000 (000)000-0000 ? False ___________
000 XXX Xxxxxxx, Xxxxxxxx Xxxx, XX 00000
Page 9
D-2-9
Bid Call Report - By Trade
Corporate Interiors Group Subcontractor List - 06202 - Historic Restoration
06400 - ARCHITECTURAL WOODWORK
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxx Corporation Xxxxxx Xxxxx Jr (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
07100 - WATERPROOFING DAMPPROOFING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Acme Waterproofing CO., Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
Brisk Waterproofing Co Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxx., Xxxxxx, XX 00000
Xxxxxxx Waterproofing Company Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
Xxxxx Waterproofing Co. Xxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
NER Construction Management, Inc. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000
X.X. Xxxxxxxx Co., Inc. Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Restoration Preservation Masonry Xxxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
Xxxxxxxx Waterproofing Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
07250 - SPRAY ON FIREPROOFING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Component Spray Fireproofing Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
East Coast Fireproofing Co., Inc Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
X. Xxxx & Sons, Inc. Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxx, XX 00000
Island Lathing & Plastering, Inc. Xxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
X.X. XxXxxxxx Company Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Northeast Restoration Fireproofing Xxxxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
07530 - MEMBRANE ROOFING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Boston Roofing and Design Corporati Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000
Page 10
D-2-10
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 07530 - Membrane Roofing
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
C&C Cornice Company Inc. Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxx Xxxxxx, Xxxxxx,
XX 00000-0000
Capeway Roofing Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Delta Roofing Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000
Xxxxx Roofing Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
Xxxxxxx & Xxxxxx Co., Inc. Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
00-00 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Hartford Roofing Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000
X. X. Xxxxxxxx & Sons of Plymouth, In Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Xxxx X. Xxxx Co., Inc. Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Xxxx Xxxxx Roofing, Inc. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
K.P.R. Roofing, Inc. Xxxx X. Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
XxXxxxx Roofing & Waterproofing, Inc. Xxxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Xxxxxxxx Roofing & Sheet Metal Co., Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxx, Xxxxxx, XX 00000
Multi-State Roofing Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Oak Roofing Louis D'Angolo (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Titan Roofing, Inc. Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
X.X. Xxxxx Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
07900 - CAULKING & SEALANTS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxxx Waterproofing Company Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
DeBnno Caulking Associates, Inc. Xxxxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxx 0, Xxxxxxxxx, XX 00000
NER Construction Management, Inc. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000-0000
Page 11
D-2-11
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 07900 - Caulking & Sealants
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
P X. Xxxxxxxx Co., Inc. Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
08100 - METAL DOORS FRAMES HARDWARE
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Columbus Door Company Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Door Systems, Inc. Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Xxxxxx & Associates, Inc. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
HCI/Craftsmen Inc. Xxx X'Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxx Xxxxxx, Xxxxxxxx, XX 00000
Xxxxxxxx Door Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
Kamco Supply Company Xxxxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxxx,
XX 00000
Xxx Xxxxxxx Door Supply Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxx, Xxxxxx, XX 00000
Noreastco Door & Millwork Xxxx/Dick (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
X'Xxxxxx Door Corporation Xxxxx XxXxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Partition Systems, Inc Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx, XX 00000
Quarter's Hardware, Inc. Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxx, XX 00000-0000
RACO Interior Products, Inc. Xxxxx XxXxxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000
Xxxxxxxx Co., Inc. Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxx,
XX 00000
08360 - OVERHEAD DOORS & GRILLES
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxx Xxxxxxx Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000
Desco Door Sales, Inc. Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Door Systems, Inc Xxxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Xxxxxx Industries, Inc. Xxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxxxxx,
XX 00000
Page 12
D-2-12
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 08360 - Overhead Doors & Grilles
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
New England Overhead Door, Inc. Xxxxx Plaiffe (000)000-0000 (000)000-0000 ? False ___________
00 Xxxx Xxxxxx, Xxxxxxx, XX 00000
Overhead Door Co. of Boston Xxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
08410 - ALUMINUM ENTRANCE & STOREFRONT
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Aluminum & Glass Concepts, Inc. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxx 00, Xxxxxxxxxx,
XX 00000
Assured Glass & Aluminum, Inc. Xxxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
Cheviot Corporation Xxxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Closure Company Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxx Xxxxxx, Xxxxxx, XX 00000
Glass Installations, Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
Xxxxx and Xxxxx Xxx Argus (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx,
XX 00000
Salem Glass Company Xxxxx Xxxxxxxx x (000)000-0000 (000) 000-0000 ? False ___________
0 Xxxxxxxxxx Xxx, Xxxxx, XX 00000
Tower Glass Co., Inc Xxxxxxx X. Xxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
08810 - GLASS AND GLAZING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Assured Glass & Aluminum, Inc. Xxxx Xxxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
Cheviot Corporation Xxxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
Closure Company Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxx Xxxxxx, Xxxxxx, XX 00000
Coastal Glass and Aluminum Co., In Xxx Muese (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxx, XX 00000
Galaxy Glass Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxxx Xxxxxxxx, Xxxxxxxx,
XX 00000
Glass Installations, Inc. Xxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
Hub Glass Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 XxXxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
Ipswich Bay Xxxxx Xxxxx Wenneka (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxxxxx Xxxxxxxx, Xxxxxx, XX 00000
Page 13
D-2-13
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 08810 - Glass and Glazing
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Melrose Glass Co. Xxx McConarghy (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxx, XX 00000
Xxxxx Glass and Aluminum Constrac Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000
Salem Glass Company Xxxxx Xxxxxxxx x (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxxxxx Xxx, Xxxxx, XX 00000
Tower Glass Co., Inc. Xxxxxxx X Xxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Wayside Glass Xxxxx Xxxxxxx (508)485-3600 (508)485-1603 ? False ___________
000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxxx, XX 00000
09250 - GYPSUM DRYWALL
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Admiral Drywall, Ltd. Xxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
X.X. Xxx 000, Xxxxxxx Xxxx, XX 00000
Xxxxxxxx Plastering, Inc. Xxxxx Xxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxx Xxxxxxx, XX 00000
Cazz Construction Company Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Central Ceilings, Inc Xxxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Xxxxxxxx & Xxxxxx Contracting Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
Component Assembly Systems Xxxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
Drywall, Ltd. Xxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Xxxxx Construction Corp. Xxxxxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
X. Xxxx & Sons, Inc. Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, Xxxxxx, XX 00000
Xxxxx Construction Inc. Xxxxxxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
K & J Interiors Xxxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
M. L McDonald Company Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False __________
00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Xxxxxxxxx Northeast, LLC Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
XX 00000
Mecca Construction Corporation Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00-X Xxxx Xxxxxx, Xxxxxx, XX 00000
Page 14
D-2-14
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 09250 - Gypsum Drywall
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
New England Finish Systems, Inc. Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxxxxxx Xxx, Xxxxx, XX 00000
Xxxxxxxxx & Sons, Inc. Xxxx Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxx Xxxx Xxxx, Xxxxxxxxx, XX 00000
Xxxxxxx Drywall Xxx Xxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00X Xxxxxx, Xxxxxxxxxx, XX 00000
X.X. XxXxxxxxx, Inc. Xxxxxx McDonne (000)000-0000 (000)000-0000 ? False ___________
0 Xxxxxxx Xxxxxx Xxxxx 0, Xxxxxx, XX 00000
Unity Construction Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
09310 - CERAMIC TILE
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Xxxxxx Tile Xxx Xxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
Capital Floors, Inc. Xxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxx Xxxxxx, Xxxx, XX 00000
Contract Flooring Installations Xxxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
Falcucci Marble Refinishers Inc. Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxxx Xxxxxxx, Xxxxxx, XX 00000
High Point Interiors Xxxx XxXxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxx Xxxxxx, Xxxxxxxx, XX 00000
XxXxxxxxxx Marble & Tile Co., Inc. Xxxx XxXxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000
Merrimac Tile Company Inc. Xxx Xxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxx Xxxx, Xxxxx, XX 00000
Port Xxxxxx Tile & Marble Corp. Xxxx X. Xxxxxxxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000
Spectra Contract Flooring Xxxx (000)000-0000 (000)000-0000 ? False ___________
00 Xxxxxxxxxx Xxx, Xxxxxx, XX 00000
Uni-Con Floors, Inc. Xxxxx (000)000-0000 (000)000-0000 ? False ___________
0000X Xxxxx Xxxx Xxxxxx, Xxxx Xxxxx,
XX 00000
Zani Tile Company, Inc. Xxx Xxxxx (000)000-0000 (000)000-0000 ? False ___________
000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
09380 - MARBLE GRANITE
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Falcucci Marble Refinishers Inc. Xxx Xxxxxxxx (617)469-3764 (617)469-3319 ? False ___________
511 Cummins Highway, Boston, MA 02131
High Point Interiors Dick McLaughlin (781)826-8133 (781)826-8688 ? False ___________
201 Oak Street, Pembroke, MA 02359
Page 15
D-2-15
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 09380 - Marble Granite
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
J.A.J. Co., Inc. Joe lacopucci (781)395-5510 (781)395-5548 ? False ___________
21 Prescott Street, Medford, MA 02155
Kenneth Castellucci & Assocaites, In Mike Varone (401)333-5400 (401)333-5420 ? False ___________
9 New England Way, Lincoln, RI 02865
McLaughlin Marble & Tile Co., Inc. Greg McLaughlin (781)837-9834 (781)837-6224 ? False ___________
425 Union Bridge Road, Duxbury, MA 02332
Port Morris Tile & Marble Corp. Mark S. Liljegren (617)265-7585 (617)265-8510 ? False ___________
66 Von Hillern Street, Boston,
MA 02125-1164
United Stone & Site Jeff Hartwell (860)928-6559 (860)928-6582 ? False ___________
169 Munyon Road, East Putnam, CT 06260
Zani Tile Company, Inc. Jim Fahey (617)924-8130 (617)924-1485 ? False ___________
199 Dexter Avenue, Watertown, MA 02472
09400 - TERRAZZO
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
DePaoli Mosaic Company Fred Morgan (617)445-2381 (617)442-5618 ? False ___________
126 Magazine St., Boston, MA 02119
Port Morris Tile & Marble Corp. Mark S. Liljegren (617)265-7585 (617)265-8510 ? False ___________
66 Von Hillern Street, Boston,
MA 02125-1164
09510 - ACOUSTICAL CEILING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Allan Construction Mark Allan (781)273-6660 (781)273-6699 ? False ___________
One Murray Ave., Burlington, MA 01803
American Acoustical Contractors Cor Anthony Giordan (781)828-5774 (781)828-6877 ? False ___________
120 Cedar Street, Canton, MA 02021-
BABB Acoustics Inc Dave or Steve (781)306-0226 (781)306-0079 ? False ___________
359 Washington Street Rear A. Maiden,
MA 02148
Bonaco, Inc. Michael Buonopa (781)942-1400 (781)942-3600 ? False ___________
23 Walkers Brook Drive, Reading, MA 01867
Central Ceilings, Inc. Greg Connoly (508)238-6985 (508)238-2191 ? False ___________
36 Norfolk Avenue, South Easton, MA 02375
Cheviot Corporation Duncan Noonan (781)449-1100 (781)449-1109 ? False ___________
55 Fourth Avenue, Needham, MA 02494
Dillion Acoustical Ceiling, Inc. Mark (401)232-2106 (401)232-3357 ? False ___________
410 Harris Road, Unit B, Smithfield,
RI 02917
T&T Acoustics, Inc. Scott M. Turgeon (978)957-6231 (978)458-8811 ? False ___________
45 Colbum Avenue, Dracut, MA 01826
09520 - ACOUSTICAL WALL TREATMENT
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Allan Construction Mark Allan (781)273-6660 (781)273-6699 ? False ___________
One Murray Ave., Burlington, MA 01803
Page 16
D-2-16
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 09520 - Acoustical Wall Treatment
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Cheviot Corporation Duncan Noonan (781)449-1100 (781)449-1109 ? False ___________
55 Fourth Avenue, Needham, MA 02494
M.L McDonald Company Paul Collette (617)923-0900 (617)926-8418 ? False ___________
50 Oakland Street, Watertown, MA 02472
09550 - WOOD FLOORING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Becht Corp. Stephen J. Becht (978)858-0580 (978)858-0582 ? False ___________
120 Lumber Lane, Tewksbury, MA 01876
Floor Sanders Varouj Nersesian (617)783-1711 (617)783-3504 ? False ___________
214 Lincoln Street Suite 111, Allston, MA
02134
Kaswell & Co., Inc. Josh (508)879-1120 (508)820-0841 ? False ___________
58 Pearl Street, Framingham, MA 01701
Lyons Flooring Co. John Lyons (781)376-9977 (781)376-9988 ? False ___________
14 Union Street, Woburn, MA 01801
09650 - RESILIENT FLOORING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A.J. Flooring Joe Dicarlo (978)464-0298 (978)464-0284 ? False ___________
487 Hubbardston Road, Princeton, MA 01541
Allegheny Contract Flooring Bob Mandile (781)935-1077 (781)932-3330 ? False ___________
36 Holton Street, Winchester, MA 01890
Business Interiors Floor Coverings Les Stiles (781)938-9994 (781)938-8833 ? False ___________
5 Wheeling Avenue, Woburn, MA 01801-6822
Circle Floors Michael Rush x1 (617)381-6600 (617)381-9050 ? False ___________
1911 Revere Beach Parkway, Everett, MA
02149
Contract Flooring Installations Troy Bickford (508)230-1760 (508)230-2835 ? False ___________
290 Turnpike Street, South Easton, MA 02375
E Floor, Inc. Doug Mann (781)329-7722 (781)329-3773 ? False ___________
1200 East Street, Westwood, MA 02090
Independent Flooring Corp. Thomas Connors (781)986-0777 (781)986-0707 ? False ___________
East Randolph Industrial Park, 69 Teed
Drive - Rear, Randolph, MA 02368
J.C. Floorcovering Ed Higgins (617)569-6029 (617)569-2322 ? False ___________
301 Border Street, East Boston, MA 02128
Spectra Contract Flooring Dave (781)994-6800 (781)994-6900 ? False ___________
80 Commercial Way, Woburn, MA 01801
Xpress Flooring Contractors, Inc. Joe Piscitello (508)230-2503 (508)230-2504 ? False ___________
Easton Industrial Park, South Easton, MA
02375
09680 - CARPET
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A.J. Flooring Joe Dicarlo (978)464-0298 (978)464-0284 ? False ___________
487 Hubbardston Road, Princeton, MA 01541
Page 17
D-2-17
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 09680 - Carpet
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Allegheny Contract Flooring Bob Mandile (781)935-1077 (781)932-3330 ? False ___________
36 Holton Street, Winchester, MA 01890
Business Interiors Floor Coverings Les Stiles (781)938-9994 (781)938-8833 ? False ___________
5 Wheeling Avenue, Woburn, MA 01801-6822
Circle Floors Michael Rush x1 (617)381-6600 (617)381-9050 ? False ___________
1911 Revere Beach Parkway, Everett,
MA 02149
Contract Flooring Installations Troy Bickford (508)230-1760 (508)230-2835 ? False ___________
290 Turnpike Street, South Easton, MA 02375
Independent Flooring Corp. Thomas Connors (781)986-0777 (781)986-0707 ? False ___________
East Randolph Industrial Park, 69 Teed
Drive - Rear, Randolph, MA 02368
Spectra Contract Flooring Dave (781)994-6800 (781)994-6900 ? False ___________
80 Commercial Way, Woburn, MA 01801
09900 - PAINTING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Ahern Painting Co., Inc. Bob White (781)665-5600 (781)665-5612 ? False ___________
368 Main Street, Melrose, MA 02174
Arthur Cole Painting Brian Lincks (508)799-9019 (508)797-4049 ? False ___________
39 Mason Street, Worcester, MA 01601
Avondale, Inc./L&M Associates Michael Lahart (508)477-3386 (508)539-3308 ? False ___________
630 Old Barnstable Road, Mashpee, MA 02649
Commerical Painting, Inc. Bill Turchetta (401)726-0865 (401)726-0866 ? False ___________
75 Beverage Hill Avenue, Pawtucket,
RI 02860
East Coast Spraying Corp. Arthur Ralls (978)441-9021 (978)970-1494 ? False ___________
225 Stedman Street, Lowell, MA 01851
Fenway Painters Inc. John E. Smith (781)944-4581 (978)694-4008 ? False ___________
8 Day Street, Wilmington, MA 01887
John M. Kennedy & Co., Inc. Mark Kennedy (617)825-0610 (617)825-1299 ? False ___________
1813 Dorchester Avenue, Dorchester,
MA 02124
Kaloutas Painting Jim Kaloutas (978)532-1414 (978)532-0207 ? False ___________
11 Railroad Ave, Peabody, MA 01960
M.L. McDonald Company, Painting Erin Copithorne (617)923-0900 (617)926-8418 ? False ___________
50 Oakland Street, Watertown, MA 02472
McAdam Painting Dan McAdam (617)923-9503 (617)923-9541 ? False ___________
83 Spring Street, Watertown, MA 02472
Merchant Brothers Painting Co., Inc. Peter Merchant (781)878-1667 (781)878-1667 ? False ___________
655 Market Street, Rockland, MA 02370
North Shore Decorators Keleigh Calnan (978)887-3344 (978)887-5693 ? False ___________
462 Boston Street, Suite One, Topsfield,
MA 01983
Paint Systems of New England, LLC Bill McNaught (603)893-5083 (603)893-5096 ? False ___________
11 C Industrial Way, Salem, NH 03079
Page 18
D-2-18
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 09900 - Painting
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Sentry Painting Robert Berg (978)640-1327 (978)640-0971 ? False ___________
1501 Main Street, Tewksbury, MA 01876
Soep Painting Corp. Ray Obrien (781)322-7800 (781)322-7458 ? False ___________
263 Commercial Street, Malden, MA 02148
Thomas P. Sloane, Inc. Tom Sloane (781)306-0538 (781)306-0323 ? False ___________
121 Mystic Avenue, Medford, MA 02153
Van Molle Painting John Van Molle (978)466-5193 (978)486-0219 ? False ___________
43 Brown Avenue, Leominster, MA 01453
W.T. Kenney Co., Inc. Barry Rounds (781)643-2105 (781)643-7433 ? False ___________
11 Prescott Street, Arlington, MA 02474
Wall Dimensions, Inc. Bill Farrar (603)598-8080 (603)598-1826 ? False ___________
225 Lowell Road, Hudson, NH 03051
09950 - WALLCOVERING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Soep Painting Corp. Ray Obrien (781)322-7800 (781)322-7458 ? False ___________
263 Commercial Street, Malden, MA 02148
10001 - SPECIALTIES
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Bay State Building Specialties, Inc. Jerry Pratt (781)335-3510 (781)335-3470 ? False ___________
50 Finnell Drive, Unit 6, Weymouth,
MA 02188
New England Specialties, Inc. John Paquette, Jr (508)833-7700 (508)833-7701 ? False ___________
114 State Road, Unit A5, Sagamore Beach,
MA 02562-1714
Pyrobain Gary Glazer (781)449-7720 (781)449-5056 ? False ___________
64 Booth Street, Needham, MA 02494
Sanahart International Sales Peter Trahanas (781)455-6656 (781)455-6505 ? False ___________
220 Reservoir Street, Needham, MA 02494
Unlimited Specialties Bob McDonald (617)471-7070 (617)770-2175 ? False ___________
141 Main Street, Quincy, MA 02169
Ver-Tex Construction Specialties, Inc Fred Jennings (781)821-0858 (781)821-2556 ? False ___________
905 Turnpike Street, Canton, MA 02021
Walsh-Hannon-Gladwin, Inc. Ron Pasek (978)887-5700 (978)887-9680 ? False ___________
461 Boston Road, Topsfield, MA 01983
10110 - CHALK, TACK, & MARKER BOARDS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
AMF Specialties, Inc. Antonio Cracchiol (617)267-8388 (617)267-9779 ? False ___________
390 Commonwealth Avenue, Boston, MA 02215
ATR Sales, Inc Carl Backholm (508)393-8529 (508)393-7766 ? False ___________
41 Talbot Road, Northboro, MA 01532
Bay State Building Specialties, Inc. Jerry Pratt (781)335-3510 (781)335-3470 ? False ___________
50 Finnell Drive, Unit 6, Weymouth,
MA 02188
Page 19
D-2-19
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 10110 - Chalk, Tack, & Marker
Boards
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Bright Window Coverings, Inc. Chris Kaddras (781)246-0935 (781)245-8176 ? False ___________
151 Foundry Street, Wakefield, MA 01880
Kreative Window Treatments Jay Purpura (781)767-5588 (781)767-2526 ? False ___________
145A Union St., Holbrook, MA 02343
Walsh-Hannon-Gladwin, Inc. Ron Pasek (978)887-5700 (978)887-9680 ? False ___________
461 Boston Road, Topsfield, MA 01983
10160 - TOILET PARTITIONS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Automation Solutions, Inc. Bill Stuffle (617)542-4445 (617)542-4441 ? False ___________
283 Franklin Street, 5th Floor, Boston,
MA 02110
New England Specialties, Inc. John Paquette, Jr (508)833-7700 (508)833-7701 ? False ___________
114 State Road, Unit A5, Sagamore Beach,
MA 02562-1714
Northern Corp. Rich Thoman (508)481-2444 (508)481-2973 ? False ___________
175 Boston Road, Southborough, MA 01772
O'Connor Door Corporation Kevin McDade (781)444-3902 (781)444-3903 ? False ___________
29 Charles Street, Needham, MA 02494
Unlimited Specialties Bob McDonald (617)471-7070 (617)770-2175 ? False ___________
141 Main Street, Quincy, MA 02169
Ver-Tex Construction Specialties, Inc Fred Jennings (781)821-0858 (781)821-2556 ? False ___________
905 Turnpike Street, Canton, MA 02021
Walsh-Hannon-Gladwin, Inc. Ron Pasek (978)887-5700 (978)887-9680 ? False ___________
461 Boston Road, Topsfield, MA 01983
10200 - LOUVERS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Air Engineering/ Filters, Inc Bob Beaton (978)988-2000 (978)988-2200 ? False ___________
3 Lopez Road, Wilmington, MA 01887-2563
Cantor-Flynn Associates Inc. Mike Cantor (508)829-7613 (781)297-3538 ? False ___________
150 Cooperwood Drive, Stoughton, MA 02072
G. Wilson Associates (781)834-3843 (781)344-1537 ? False ___________
108 Acorn Street, Marshfield, MA 02050
Geldart Associates Gary Geldart (781)643-4641 (781)643-0478 ? False ___________
201 Sylvia Street, Arlington, MA 02174
Mettro Architectural Sales Doug Metcalf (781)545-8100 (781)545-5805 ? False ___________
50 Cole Parkway, Scituate, MA 02066
10270 - ACCESS FLOORING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Central Ceilings, Inc. Greg Connoly (508)238-6985 (508)238-2191 ? False ___________
36 Norfolk Avenue, South Easton, MA 02375
Cheviot Corporation Duncan Noonan (781)449-1100 (781)449-1109 ? False ___________
55 Fourth Avenue, Needham, MA 02494
Page 20
D-2-20
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 10270 - Access Flooring
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
F.H. Chase, Inc. Eric Gray (508)339-3309 (508)339-3306 ? False ___________
120 Forbes Boulevard, Mansfield, MA 02048
Longden Company, Inc. Gerald Ayotte (978)568-1800 (978)567-8917 ? False ___________
446 River Road, Hudson, MA 01749
Pitcher Associates Robert C. Blinn (603)434-1505 (603)434-1004 ? False ___________
9 Tinkham Avenue, Derry, NH 03038
10430 - EXTERIOR AND INTERIOR SIGNS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
ABP Sign & Awning Bill (508)966-4000 (508)966-4816 ? False ___________
20 William Way, Bellingham, MA 02109
Barlo Signs Denis Maltais (603)882-2368 (603)882-7680 ? False ___________
158 Greeley Street, Hudson, NH 03051
Janedy Signs William Penney (617)776-5700 (617)381-0900 ? False ___________
27 Carter St., Everett, MA 02149
SignAge Alan Sawyer (617)868-1600 (617)868-1612 ? False ___________
One Broadway, Cambridge, MA 02142
Signs by J. Inc. Pam Hallett (617)825-9855 (617)825-5293 ? False ___________
100 Tenean Street, Dorchester, MA 02122
Signs O' Life Al Barber (508)583-9700 ? False ___________
Viewpoint Sign & Awning Jim Rieger (508)303-8400 (508)303-8480 ? False ___________
40 Locke Drive, Marlborough, MA 01752
10620 - OPERABLE WALLS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Central Ceilings, Inc. Greg Connoly (508)238-6985 (508)238-2191 ? False ___________
36 Norfolk Avenue, South Easton, MA 02375
KWIK-WALL/New England, Inc. (Huf Paul McDonald (781)871-4941 (781)871-8874 ? False ___________
100 Weymouth Street, Rockland,
MA 02370
Pappas Co., Inc. George Pappas (617)964-8700 (617)965-9447 ? False ___________
42 Riverdale Avenue, Newton, MA 02458
10650 - OPERABLE PARTITIONS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Pappas Co., Inc. George Pappas (617)964-8700 (617)965-9447 ? False ___________
42 Riverdale Avenue, Newton, MA 02458
10670 - STORAGE SHELVING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Systematics, Inc. John Schaefer (508)393-9100 (508)393-9370 ? False ___________
80 Lyman Street, Northboro, MA 01532
Page 21
D-2-21
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 11130 - Audio Visual Equipment
11130- AUDIO VISUAL EQUIPMENT
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Boston Light & Sound, Inc. Zeke Zola (617)787-3131 (617)787-4257 ? False ___________
290 No. Beacon Street, Brighton, MA 02135
Crimson Tech Michael (800)868-5150 (800)499-4901 ? False ___________
33 Upton Drive, Wilmington, MA 01887
H.B. Communications Scott Hilton (781)647-1991 (781)647-1811 ? False ___________
1432 Main Street, Waltham, MA 02154
12500 - WINDOW TREATMENTS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Baystate Window Coverings Ken Depatto (781)224-0600 (781)224-2553 ? False ___________
40 Salem Street, Lynnfield, MA 01940
Bright Window Coverings, Inc. Chris Kaddras (781)246-0935 (781)245-8176 ? False ___________
151 Foundry Street, Wakefield, MA 01880
King's Draperies Inc. Gary E. King (508)230-0055 (508)230-5655 ? False ___________
195 Washington Street, Easton, MA 02356
Kreative Window Treatments Jay Purpura (781)767-5588 (781)767-2526 ? False ___________
145A Union St., Holbrook, MA 02343
Lois Peters & Company Lois Peters (978)371-9997 (978)287-4458 ? False ___________
Hawthorne Old Stow Road, Unit 3,
W. Concord, MA 01742
Marjorie Royer Interiors, Inc. Jim Robinson (978)774-0533 (978)750-8208 ? False ___________
50 N. Liberty Street, Middleton, MA 01949
Moody Carlson Sam Freeman (508)877-2700 (508)879-0698 ? False ___________
945 Concord Street, Framingham, MA 01701
Ver-Tex Construction Specialties, Inc Fred Jennings (781)821-0858 (781)821-2556 ? False ___________
905 Turnpike Street, Canton, MA 02021
14200 - ELEVATORS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Delta Beckwith Elevator Company Bill Lewis (617)824-5636 (617)427-1494 ? False ___________
274 Southhampton Street, Boston, MA
02118-2755
Eagle Elevator Company, Inc. Reinhardt Becker (617)269-1122 (617)269-1132 ? False ___________
22 Elkin Street, South Boston, MA 02127
Fujitec America, Inc. Wayne Thompso (781)961-7190 (781)961-7197 ? False ___________
43 Teed Drive, Randolph, MA 02368
Kone Inc. Casey Marshall (781)828-6355 (781)828-6499 ? False ___________
One New Boston Drive, Canton, MA 02021
Otis Elevator/United Technologies George McGee (781)433-7741 (781)433-7760 ? False ___________
61 Fourth Avenue, Needham, MA 02494
Schindler Elevator Co. Dave Colonies (508)660-5454 (508)660-5440 ? False ___________
4 Walpde Park South Drive, Walpole,
MA 02081
ThyssenKrupp Elevator Co. Randy Waters (617)547-9000 (617)876-3167 ? False ___________
665 Concord Avenue, Cambridge, MA 02138
Page 22
D-2-22
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 14200 - Elevators
15300 - SPRINKLER
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A & M Fire Protection Perry Altemese (508)695-7607 (508)695-7604 ? False ___________
191 Colonial Road, North Attleboro,
MA 02760
Amanti & Sons Tom Amanti (978)745-4144 (978)745-8833 ? False ___________
389 Highland Avenue, Salem, MA 01970
American Plumbing & Heating Corpo Dan Bent (781)335-3533 (781)335-3222 ? False ___________
72 Sharp Street, Building C-8, Hingham,
MA 02043
Artec Sprinkler Corp. Gerard Guilmette (978)459-2568 (978)453-4473 ? False ___________
545 Broadway Street, Lowell, MA 01854
Atlantic Fire Protection Richard Chaisso (781)294-8999 (781)294-8939 ? False ___________
30 Verna Hall Drive, Pembroke, MA 02359
Best Automatic Sprinkler Jeff Fergueson (781)380-3800 (617)770-4555 ? False ___________
77 Elm Street, Braintree, MA 02184
Bristol Fire Protection, Inc. James P. Carty. (508)699-4494 (508)695-8237 ? False ___________
17 Cross Street, Plainville, MA 02762
Carlysle Engineering, Inc. Bill Newell (617)522-6650 (617)522-9021 ? False ___________
132 Brookside Avenue, Jamaica Plain,
MA 02130
City Point Fire Protection John Cokinos (781)340-9300 (781)331-4063 ? False ___________
20B Mathewson Drive, East Weymouth,
MA 02189
Classic Fire Control, Inc. Mike Breen (781)682-4200 (781)682-4288 ? False ___________
63 Mathewson Drive, Weymouth, MA 02189
Ebacher Company Keith Palmer (978)388-4086 (978)388-4208 ? False ___________
40 Portsmith Rd., Amesbury, MA 01913
Environmental Fire Protection Don Carliss (508)485-8183 (508)624-7740 ? False ___________
249 Cedar Hill Street, Marlboro,
MA 01752-3004
Fire Suppression Systems of New En John Polucha (508)234-2223 (508)234-7977 ? False ___________
781 Main Street, Whitinsville, MA 01588
Fireguard Automatic Sprinkler Bob O'Dell (781)740-4423 (781)740-1441 ? False ___________
201 Whiting Street, Hingham, MA 02043
General Fire Protection Dominic Perella (617)923-4717 (617)923-4709 ? False ___________
70 Watertown Street, Watertown, MA 02172
H.F.P. Sprinkler of Natick Jim Lawrence (413)568-4709 (413)562-7298 ? False ___________
32 Char Drive, Westfield, MA 01085
Hampshire Fire Protection Paul Deloire (603)432-8221 (603)434-3194 ? False ___________
8 North Wentworth Avenue, Londonderry,
NH 03053
Infinity Fire Protection Chris Fletcher (508)668-1100 (508)668-1165 ? False ___________
1776 Washington Street, Walpole, MA 02081
J.C. Cannistraro, LLC Ken Reagan (617)926-0092 (617)926-5340 ? False ___________
80 Rosedale Avenue, Watertown, MA 02472
Page 23
D-2-23
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 15300 - Sprinkler
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Just Fire Systems Maria (508)278-9433 (508)278-7890 ? False ___________
44 Depot Street, Uxbridge, MA 01569
M.J. Daly & Sons Bill Froehlich (781)963-8070 (781)963-8709 ? False ___________
89 York Avenue, Randolph, MA 02368
Methuen Fire Protection Mark (978)957-1958 (978)957-6723 ? False ___________
1266 Hildreth Street, Dracut, MA 01826
Metro-Swift Sprinkler Corp. Rick Rennick (978)532-2907 (978)531-2433 ? False ___________
58r Pulaski Street, Peabody, MA 01960
Midland Fire Protection, Inc David Munroe (401)823-7575 (401)823-7589 ? False ___________
6 Grandview Street, Coventry, RI 02816
Noremac Sprinkler Corp Wayne Davis (508)476-1037 (508)476-9156 ? False ___________
132 Perry Street, East Douglas, MA 01516
Northeast Automatic Sprinkler Dave Odell (781)740-4205 (781)740-4209 ? False ___________
150 Recreation Park Drive, Hingham,
MA 02043
Norwood Fire Protection John Meal (781)828-4142 (781)344-7670 ? False ___________
30 Old Page Street, Stoughton, MA 02072
Quality Automatic Sprinkler Corp. Joel R. Leach (781)878-4052 (781)871-0464 ? False ___________
225 Concord Street, Rockland, MA 02370
Simplex Grinnel Paul Ramponi (781)828-5310 (781)828-9609 ? False ___________
63 Nahatan Street, Norwood, MA 02062
Suburban Fire Protection, Inc. Jan K. Motyl-Szar (508)393-7158 (508)393-7358 ? False ___________
100 Otis Street, Northborough,
MA 01532-2438
Valley Fire Protection Co. Don (978)640-9660 (978)640-9660 ? False ___________
747 Chandler Street, Tewksbury, MA 01876
Walker Fire Protection Bill Walker (617)268-8601 (617)268-8614 ? False ___________
29 Elkins Street, Boston, MA 02127-1621
Xcel fire Protection, Inc. Clem Clare (603)890-3331 (603)898-9999 ? False ___________
11A Industrial Way, Unit #11, Salem,
NH 03079
15400 - PLUMBING
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A.P. Cassidy Co., Inc. Al Cassidy (781)545-6874 (781)545-6874 ? False ___________
One Buttonwood Lane, Scituate, MA 02066
Amari Co., Inc. Bob Annari (603)882-4118 (603)882-4214 ? False ___________
11 Caldwell Drive, Amherst, NH 03031
American Plumbing & Heating Corpo Dan Bent (781)335-3533 (781)335-3222 ? False ___________
72 Sharp Street, Building C-8, Hingham,
MA 02043
Bemadan, Inc. Dan Caldararo (617)325-9700 (617)325-9713 ? False ___________
1208A VFW Parkway, West Roxbury, MA 02132
Cheever Bros. Roy Cheever (978)887-9478 (978)887-3535 ? False ___________
41 Surrey Lane, Topsfield, MA 01983
Page 24
D-2-24
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 15400 - Plumbing
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Commonwealth Plumbing Corp. Peter Hannon (781)982-9960 (781)982-9962 ? False ___________
141 Weymouth Street, Rockland, MA 02370
Crane Mechanical Co., Inc. Kenny Crane (617)541-8400 (617)541-1900 ? False ___________
915 Massachusetts avenue, Boston, MA 02118
D.R. Howard, Inc. Bob Howard (617)846-9591 (617)539-0550 ? False ___________
38 Pleasant Park Road, Winthrop, MA 02152
Dan-Cel Company Sebuh Petrosian (617)923-1011 (617)926-5746 ? False ___________
15 Crawford Street, Watertown, MA 02172
Denron Plumbing & HVAC, Inc. Dick Morris (603)627-4186 (603)627-0559 ? False ___________
605 Front Street, Manchester, NH 03102
Dowd Plumbing Artie Dowd (781)821-1212 (781)821-3434 ? False ___________
3 Morton Street, Stoughton, MA 02072
E.H. Marchant Co., Inc. Michael Petrilli (617)773-6333 (617)773-9806 ? False ___________
153 Old Colony Avenue, Quincy, MA 02170
Ebacher Company Keith Palmer (978)388-4086 (978)388-4208 ? False ___________
40 Portsmith Rd., Amesbury, MA 01913
F.A. Williams, Inc Bob Oulette (617)489-4770 (617)489-5465 ? False ___________
12 Brighton Street, Belmont, MA 02478
Grasseschi Plumbing & Heating, Inc. James J. Grasse (508)753-3028 (508)799-4953 ? False ___________
1299 Grafton Street, Worcester, MA 01604
J.C. Cannistraro, LLC Ken Reagan (617)926-0092 (617)926-5340 ? False ___________
80 Rosedale Avenue, Watertown, MA 02472
J.F. Plumbing Company, Inc. John Fratolillo (781)878-3859 (781)871-1086 ? False ___________
333 Weymouth St, Rockland, MA 02370
J.F. Shine Mechanical, Inc. Dan Weider (617)325-6300 (617)325-6314 ? False ___________
2383 Centre Street, West Roxbury, MA 02132
Kennedy Mechanical Jack Turner (781)933-7333 (781)933-6222 ? False ___________
271 Salem Street, Woburn, MA 01801
Lundy Plumbing & Heating John Lundy (781)741-5710 (781)749-6295 ? False ___________
5 Pine Crest Road, Hingham, MA 02043
McGlone Plumbing, Inc. Ivy White (781)843-4604 (781)843-4655 ? False ___________
111 French Avenue, Braintree, MA 02184
Millis Plumbing Bob Greamer (508)668-1040 (508)668-1998 ? False ___________
220 Norfolk Street, Walpole, MA 02081
Northern Peabody Nicholas Masci (603)669-3601 (603)669-2285 ? False ___________
25 Depot Street, Manchester, NH 03101
O'Shaughnessy Plumbing, Inc. P.J. O'Shaughne (617)436-5171 (617)436-2800 ? False ___________
540 Gallivan Blvd. Dorchester, MA 02124
P.J. Dionne Co., Inc. Judy (978)657-3990 (978)657-3992 ? False ___________
60 Jonspin Rd., Wilmington, MA 01887
Page 25
D-2-25
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 15400 Plumbing
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
P.J. Sullivan Co., Inc. Steve Venturelli (781)440-0015 (781)440-0017 ? False ___________
273 Lenox Street, Unit 2, Norwood, MA 02062
Puopolo & Sons Steve Puopolo (617)441-8900 (781)641-2414 ? False ___________
24 Beck Road, Arlington, MA 02476
Sagamore Plumbing & Heating, Inc. Patrick Harold (781)331-1600 (781)331-8641 ? False ___________
320 Libbey Industrial Parkway, Weymouth,
MA 02189
Thomas G. Gallagher, Inc. Larry Haite (617)661-7000 (617)547-6418 ? False ___________
54 Washburn Avenue, Cambridge, MA 02140
Valante Mechanical Contractors, Inc. Joe Valante (617)773-7200 (617)773-8280 ? False ___________
32 Furnace Avenue, Quincy, MA 02169
15500 - HVAC
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Aerodyne Mechanical Contractors Lori (617)268-3711 (508)420-9448 ? False ___________
42 Mill Pond Rd, Marstons Mills, MA 02648
Alvin Hollis Co. Jim Bicknell (781)335-2100 (781)335-6134 ? False ___________
One Hollis Street, South Weymouth, MA 02190
Apex Sheetmetal Tony Sacco (781)871-6227 (781)871-5280 ? False ___________
56 Charles Street, North Abington, MA 02351
Bryant Sheetmetal, Inc. Russell W. Bryan (781)871-6950 (781)871-6951 ? False ___________
10 Bishop Lane, Rockland, MA 02370
C.P. Blouin Joe Cullen (603)474-3400 (603)474-7118 ? False ___________
203 New Zealand Road, Seabrook, NH 03874
Comfort Air Systems Craig Beaudry (508)879-0800 (508)875-9085 ? False ___________
119 Herbert Street, Framingham, MA 01701
CommAir (Commonwealth Air Conditi Troy Dinapoli (617)268-6400 (617)268-4837 ? False ___________
200 Old Colony Ave, South Boston, MA 02127
Commercial Air Control, Inc. Bob Coluci (781)337-1650 (781)335-7191 ? False ___________
19 Rantoule Street, South Weymouth,
MA 02190
Corporate Mechanical, Inc. Michael Mahoney (978)988-1981 (978)988-1980 ? False ___________
200 Jefferson Road, Wilmington, MA 01887
Cotti-Johnson Corporation John Boutin (781)821-1511 (781)821-1599 ? False ___________
80 Cedar Street, Canton, MA 02021
Cox Engineering Company Tom Murray (781)302-3300 (781)302-3444 ? False ___________
35 Industrial Drive, Canton, MA 02021
D.J. Plumbing & Heating, Inc. David Johanson (978)739-4646 (978)739-4455 ? False ___________
250 North Street, Danvers, MA 01923
Denron Plumbing & HVAC, Inc. Dick Morris (603)627-4186 (603)627-0559 ? False ___________
605 Front Street, Manchester, NH 03102
Environmental Systems Dick LePorte (508)226-6006 (508)222-1344 ? False ___________
6 Howard Ireland Drive, Attleboro, MA 02703
Page 26
D-2-26
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 15500 - Hvac
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
F.A. Williams, Inc Bob Oulette (617)489-4770 (617)489-5465 ? False ___________
12 Brighton Street, Belmont, MA 02478
Farina Corp. Gerard Farina (617)242-0365 (617)242-7457 ? False ___________
24 Spice Street, Charlestown, MA 02129
Fred Williams, Inc. Jerry Lyons (781)961-1500 (781)961-1879 ? False ___________
20 Scanlon Drive, Randolph, MA 02368
Gillis Sheetmetal Charlie Gillis (781)767-5141 (781)767-5097 ? False ___________
275 Centre Street, Holbrook, MA 02343
Grinnel Mechanical Mike Grinnell (781)273-1835 (781)273-0105 ? False ___________
13 Grant Street, Burlington, MA 01803
Hamel & McAlister, Inc. Ray Hamel (781)272-0100 (781)272-9001 ? False ___________
215 Middlesex Turnpike, Burlington, MA 01803
Harrington Bros., Inc. Jack Nigro (781)341-1999 (781)341-3601 ? False ___________
1043 Turnpike Street, Stoughton, MA 02072
Hermes Engineering, Inc. Samuel Horowitz (508)270-8842 (508)270-9146 ? False ___________
60 Tripp Street, Framingham, MA 01702-8751
J. C. Higgins Roger Griffiths (781)341-1500 (781)344-9283 ? False ___________
70 Hawes Way, Stoughton, MA 02072
J.C. Cannistraro, LLC Ken Reagan (617)926-0092 (617)926-5340 ? False ___________
80 Rosedale Avenue, Watertown, MA 02472
J.F. Shine Mechanical, Inc. Dan Weider (617)325-6300 (617)325-6314 ? False ___________
2383 Centre Street, West Roxbury, MA 02132
Karpouzis & Sons Comm Reg., Inc. Dan Gay (508)872-2500 (508)872-4118 ? False ___________
875 Waverly Street, Framingham, MA 01701
Lake HVAC Buddy Davis (781)438-8814 (781)438-9504 ? False ___________
41 Pleasant Street, Stoneham, MA 01280
Larkin Hathaway Inc. Tim Hathaway (508)697-8387 (508)697-8389 ? False ___________
90 First Street, Bridgewater, MA 02324
Limbach Co., LLC Rick Dorci (781)935-6700 (781)935-6084 ? False ___________
180 New Boston Street, Woburn, MA 01801
Lohrman HVAC, Inc. Dante DeFuria, J (781)935-0187 (781)935-0163 ? False ___________
3 Bred Avenue, Woburn, MA 01801
McCusker Gill, Inc. Harry Jones (781)740-5800 (781)740-5821 ? False ___________
75 Industrial Park Road, Hingham, MA 02043
Mechanical Advantage Corp. Emie McCormick (508)747-6300 (508)747-8108 ? False ___________
323 Court Street, Plymouth, MA 02360
Mechanical Constructors, Inc. Bud Ahern (781)297-0095 (781)297-0033 ? False ___________
421 Page Street, Stoughton, MA 02072
Northern Peabody Nicholas Masci (603)669-3601 (603)669-2285 ? False ___________
25 Depot Street, Manchester, NH 03101
Page 27
D-2-27
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 15500 - Hvac
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Phoenix Mechanical Contracting, Inc. Peter Sinnott (508)650-1780 (508)650-4742 ? False ___________
197 West Central Street, Natick, MA 01760
Pinnacle HVAC Mario DiMartino (781)335-6446 (781)335-8788 ? False ___________
392 Libbey Industrial Parkway, Weymouth,
MA 02189
Poirier & Springer, Inc. Richard Poirier (978)663-7600 (978)663-0467 ? False ___________
17 E Sterling Road, Billerica, MA 01862
Preferred Mechanical John Meade (781)293-1200 (781)293-1207 ? False ___________
223 Center Street, Pembroke, MA 02359
Quality Air Metals Tom Gunning (781)986-9967 (781)986-9976 ? False ___________
2836 Centre Street, Holbrook, MA 02343
Sagamore Plumbing & Heating, Inc. Patrick Harold (781)331-1600 (781)331-8641 ? False ___________
320 Libbey Industrial Parkway, Weymouth,
MA 02189
Spec Engineering Mike Zawada (978)371-2518 (978)287-0704 ? False ___________
336 Barker Avenue, West Concord, MA 01742
Thomas G. Gallagher, Inc. Larry Haite (617)661-7000 (617)547-6418 ? False ___________
54 Washburn Avenue, Cambridge, MA 02140
United H.V A.C. Co., Inc. Fred O'Connor (781)871-1060 (781)871-1086 ? False ___________
333 Weymouth Street, Rockland, MA 02370
Walsh Sheet Metal Works Paul Lebel Jr (781)871-7496 (781)871-8596 ? False ___________
380 North Avenue, Abington, MA 02351
West Mechanical, Inc. Peter Fallen (781)461-9520 (781)461-9522 ? False ___________
783 High Street, Westwood, MA 02090
16050 - ELECTRICAL
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
A. Murphy Inc. Bob Royle (781)826-0222 (781)826-2941 ? False ___________
35 Hanover Street, Hanover, MA 02339
Aldon Electric Allen Mullaney (617)337-5152 (781)337-5152 ? False ___________
38 Greenwood Avenue, Weymouth, MA 02189
Atlantic Power & Light Co., Inc. Ryan Toland x22 (617)438-2758 (617)436-0555 ? False ___________
17 Dickens St. Dorchester, MA 02122
Averill Electric Co., Inc. Frank Averill (781)963-3698 (781)961-6575 ? False ___________
17 Technical Park Drive, Holbrook, MA 02343
Bennett Electrical, Inc. Michael McKinno (617)471-8000 (617)770-0131 ? False ___________
One Bennet Lane, Quincy, MA 02169
Broadway Electric Rick McCormick (617)288-7900 (617)822-8881 ? False ___________
295 Freeport Street, Boston, MA 02122
Collins Electric Larry Eagan (413)592-9221 (413)592-4157 ? False ___________
P.O. Box 3311, Springfield, MA 01120
Consolidated Electrical Service Steve Weiss (781)769-7110 (781)769-1970 ? False ___________
661 Pleasant Street, Norwood, MA 02062
Page 28
D-2-28
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 16050 - Electrical
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Croce Electric Co., Inc. Tom Paolo (401)737-2750 ? False ___________
421 Lincolon Avenue, Warwick, RI 02888
Croce Electric Company, Inc. Dave Doyle (617)394-0900 (617)394-0993 ? False ___________
2 Betty Street, Everett, MA 02149
D & D Electric, Inc. Estimating (401)737-5362 (401)738-2611 ? False ___________
1706 Warwick Ave, Warwick, RI 02889
D&D Electrical Contractors Paul Nemeskal (781)932-0707 (781)932-6290 ? False ___________
247 Salem Street, Woburn, MA 01801
Dignis Electric, Inc. Michael O'Brien (978)749-9648 (978)749-9534 ? False ___________
18 Samos Lane, Andover, MA 01801
Donovan Electrical Construction Co., Allan Mclaughlan (781)826-0095 (781)826-0494 ? False ___________
575 Washington Street, Pembroke, MA 02359
Drew Electric Co., Inc. Brian Drew (617)689-0660 (617)689-0630 ? False ___________
18 Copeland Street, Quincy, MA 02169
E.S. Boulos Co. Ron Yankum (207)464-3706 (207)464-1833 ? False ___________
45 Bradley Drive, Westbrook, ME 04092
East Coast Electrical Contractors Bob Walker (978)692-3232 (978)692-4424 ? False ___________
4 Park Drive, Westford, MA 01886
Electrical Dynamics, Inc John Sullivan (978)664-1050 (978)664-5024 ? False ___________
72 B Concord Street, North Reading,
MA 01864
Gaston Electrical Co., Inc. Mark Johnson (781)821-3939 (781)821-9401 ? False ___________
960 Turnpike Street, Canton, MA 02021
Hawes Electric Construction, Inc. Scott Sullivan (617)924-3954 (617)924-3027 ? False ___________
One Merchants Row, Watertown, MA 02472
Herbert A. Holder Co., Inc. Paul Bain (781)340-7229 (781)340-7346 ? False ___________
106 Finnel Drive, Weymouth. MA 02188
Infowires Contracting LLC Finley Mullally (781)982-1984 (781)982-1986 ? False ___________
333 Weymouth Street, Rockland, MA 02370
Interstate Electric Services Corp. Rich Driscoll (978)667-5200 (978)947-8259 ? False ___________
North Wood Executive Park, North Billerica,
MA 01862
J&M Brown Company, Inc. Al Moore (617)522-6800 (617)522-6422 ? False ___________
267 Amory Street, Jamaica Plain, MA 02130
J. Corliss Electric, Inc. John Corliss (617)423-3939 (617)423-7417 ? False ___________
374 Congress Street, Boston, MA 02210
James J. O'Rourke Electric Tom Rezendes (401)785-9850 (401)785-2450 ? False ___________
21 Pine Street, Warwick, RI 02888
John A. Penney Co., Inc. Bob Campbell (617)547-7744 (617)547-4332 ? False ___________
270 Sidney Street, Cambridge, MA 02139
Joseph A. Guzovsky Electrical Co. In Joe Guzovsky (781)821-6518 (781)821-6519 ? False ___________
45 Linden Glen, Canton, MA 02021
Page 29
D-2-29
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 16050 - Electrical
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
Joy Electrical Co., Inc. Gerald Joy (617)471-9000 (617)328-0434 ? False ___________
248 Copeland Street, Quincy, MA 02269
K&H Electrical Systems, Inc. Steve Keady (781)380-7570 (781)380-7572 ? False ___________
710 West Street, Braintree, MA 02184
L.J. Mishel Electrical Contractor, Inc. Lenny Mishel (978)356-4056 (978)356-7324 ? False ___________
4 Post Road Lane, Ipswich, MA 1938
La Lama Electrical Contractors David La Lama (617)376-2335 (617)376-0950 ? False ___________
532 Adams Street, Suite 192, Milton,
MA 02186
Landerholm Electric Co., Inc. Peter W.Landerh (508)580-4645 (508)580-2544 ? False ___________
19 Riverside Avenue, Brockton, MA 02301
Lighthouse Electrical Contracting Herbert Atkins (781)293-7948 (781)293-8492 ? False ___________
34 Fairway Lane, Pembroke, MA 02359
Maiuri Electrical Corporation Paul Maiuri (978)777-7786 (978)777-6960 ? False ___________
100 Ferncroft Road, Danvers, MA 01923
Mass Electric Construction Co Bill Madden (617)254-1015 (617)254-0706 ? False ___________
180 Guest Street, Brighton, MA 02135
McDonald Electrical Corporation Mike McDonald (781)871-0808 (781)871-0818 ? False ___________
62 Reservoir Park Drive, Rockland,
MA 02370
MGM Electrical Company, Inc Bob McKenna (617)269-2242 (617)269-3840 ? False ___________
125 B Street, South Boston, MA 02127
Nardone Electric Corp Jay Nardone (781)391-2727 (781)395-7530 ? False ___________
100 Winchester Street, Medford, MA 02155
O'Mahony & Sons Electrical Bob Narbonne (978)683-1164 (978)686-9261 ? False ___________
1049 Turnpike Street, North Andover,
MA 01845
Ostrow Electric Company Jonathan Ostrow (508)754-2641 (508)757-1645 ? False ___________
9 Mason Street, Worcester, MA 01609
Precision Electrical Co. Don Spence (781)646-9250 (781)646-8107 ? False ___________
1165R Massachusetts Avenue, Arlington,
MA 02476
R.F. Audet Electric Ken Freeborn (401)884-3310 (401)886-4246 ? False ___________
2883 South County Trail, East Greenwich,
RI 02818
Relco Companies Tom Aborn (508)230-8001 (508)230-8885 ? False ___________
14 Norfolk Avenue, Easton, MA 02375
Rivers Electric Ron Brodeur (781)767-2996 (781)767-2132 ? False ___________
275 Centre Street, Holbrook, MA 02343
Rotman Electrical Co., Inc Michael Rotman (781)767-5560 (781)767-5573 ? False ___________
275 Centre Street, Holbrook, MA 02343
State Electrical Allan Jones (781)933-5255 (781)933-6205 ? False ___________
24 Torrice Drive, Woburn, MA 01801-6220
Stillian Electric Mike DeMeo (978)352-9994 (978)352-9998 ? False ___________
108 Tenney Street, Georgetown,
MA 01833-1823
Page 30
D-2-30
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 16050 - Electrical
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- -------------- ------- ----- -----------
Suffolk Electric Bob Letendre (617)524-0509 (617)524-9808 ? False ___________
4 Boylston Street, Boston, MA 02130
Sullivan & McLaughlin Electrical Cont Steve Hopkins (617)474-0500 (617)474-0505 ? False ___________
74 Lawley Street, Dorchester, MA 02122-3608
T&T Electrical Contractors, Inc. Tom Tuton (617)381-0500 (617)381-0855 ? False ___________
531 Second Street, Everett, MA 02149
U S Electric & Telcom Pat Naughton (508)881-2288 (508)881-6791 ? False ___________
290 Eliot Street, Ashland, MA 01721
Whelan & Denehy, Inc. Dan Denehy (781)828-3881 (781)821-2903 ? False ___________
64 Oak Road, Canton, MA 02021
Wingate Electric Tony Corsino (617)484-3439 (617)484-0615 ? False ___________
283-A Belmont Street, Belmont, MA 02478
16742 - TELEPHONE
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- -------------- ------- ----- -----------
City Lights Electrical, Inc. Rich Boyden (617)822-3300 (617)474-9835 ? False ___________
5 Woodworth Street, Boston, MA 02122
Infowires Contracting LLC Finley Mullally (781)982-1984 (781)982-1986 ? False ___________
333 Weymouth Street, Rockland, MA 02370
PhysicaLayers, Inc. Bill Clark (781)662-1997 (781)662-6870 ? False ___________
Tremont Street, Melrose, MA 02176
Relco Companies Tom Aborn (508)230-8001 (508)230-8885 ? False ___________
14 Norfolk Avenue, Easton, MA 02375
Spectrum Integrated Technologies Randy Silva (617)522-8800 (617)522-8150 ? False ___________
267 Amory Street, Jamaica Plain, MA 02130
16744 - DATA/LAN SYSTEMS
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- -------------- ------- ----- -----------
ALLCOM, Inc. Bill Sands (800)442-1600 (508)626-8899 ? False ___________
139 Newbury Street, Framingham, MA 01701
Barry Electric & Communications Mark Gregoire (508)926-7135 (508)853-7124 ? False ___________
146 West Boylston Drive, Worcester,
MA 01605
Global Network Technologies Dave Barry (781)255-7117 (781)278-9779 ? False ___________
20 Everett Street, Norwood, MA 02062
Lan-Tel Communications, Inc. Bill Sands (781)551-8599 (781)551-8667 ? False ___________
170 Kerry Place, Norwood, MA 02062
Mahon Communications William Harron (888)266-3550 (781)356-6886 ? False ___________
163 Bay State Drive, Braintree, MA 02184
MAS Communications, Inc. Karen McDonoug (781)938-3911 (781)938-3902 ? False ___________
21 Cummings Park #280, Woburn, MA 01801
Sullivan & McLaughlin Electrical Cont Steve Hopkins (617)474-0500 (617)474-0505 ? False ___________
74 Lawley Street, Dorchester, MA 02122-3608
Page 31
D-2-31
Bid Call Report - By Trade
Corporate Interiors Group Subcontrator List - 16744 - Data/Lan Systems
Company Name Contact Business Fax Bidding Plans Notes
------------ ------------------- ------------- ------------- ------- ----- -----------
U S Electric & Telcom Pat Naughton (508)881-2288 (508)881-6791 ? False ___________
290 Eliot Street, Ashland, MA 01721
Page 32
D-2-32
EXHIBIT E
CONFIRMATION OF COMMENCEMENT DATE
______________, 2005
__________________________
__________________________
__________________________
__________________________
Re: Lease Agreement (the "LEASE") dated August ___, 2005, between W9/TIB
III REALTY, L.L.C., a Delaware limited liability company ("LANDLORD"),
and AIRVANA, INC., a Delaware corporation ("TENANT"). Capitalized
terms used herein but not defined shall be given the meanings assigned
to them in the Lease.
Ladies and Gentlemen:
Landlord and Tenant agree as follows:
1. CONDITION OF PREMISES. Tenant has accepted possession of the Premises
pursuant to the Lease. Any improvements required by the terms of the Lease to be
made by Landlord have been completed to the full and complete satisfaction of
Tenant in all respects, except for the punchlist items described on Exhibit A
hereto (the "PUNCHLIST ITEMS"), and except for such Punchlist Items, and
Landlord has fulfilled all of its duties under the Lease with respect to such
initial tenant improvements. Furthermore, Tenant acknowledges that the Premises
are suitable for the Permitted Use.
2. COMMENCEMENT DATE. The Commencement Date of the Lease is __________,
2005.
3. EXPIRATION DATE. The Term is scheduled to expire on April 30, 2012.
4. CONTACT PERSON. Tenant's contact person in the Premises is:
----------------------------------------
19 Alpha Road
Chelmsford, Massachusetts 01824
Attention: ____________________
Telephone: ____- ___-_____
Telecopy: ____- ___-_____
5. RATIFICATION. Tenant hereby ratifies and confirms its obligations under
the Lease, and represents and warrants to Landlord that it has no defenses
thereto. Additionally, Tenant further confirms and ratifies that, as of the date
hereof, (a) the Lease is and remains in good standing and in full force and
effect, and (b) Tenant has no claims, counterclaims, set-offs or defenses
against Landlord arising out of the Lease or in any way relating thereto or
arising out of any other transaction between Landlord and Tenant.
6. BINDING EFFECT; GOVERNING LAW. Except as modified hereby, the Lease
shall remain in full effect and this letter shall be binding upon Landlord and
Tenant and their respective successors and assigns. If any inconsistency exists
or arises between the terms of this letter and the terms of the Lease, the terms
of this letter shall prevail. This letter shall be governed by the laws of the
state in which the Premises are located.
E-1
Please indicate your agreement to the above matters by signing this letter
in the space indicated below and returning an executed original to us.
Sincerely,
GRUBB & ELLIS MANAGEMENT SERVICES, INC.,
on behalf of Landlord
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Agreed and accepted:
AIRVANA, INC., a Delaware corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
E-2
EXHIBIT F
FORM OF TENANT ESTOPPEL CERTIFICATE
The undersigned is the Tenant under the Lease (defined below) between
W9/TIB III REALTY, L.L.C., a Delaware limited liability company, as Landlord,
and the undersigned as Tenant, for the Premises in the building located at 19
Alpha Road, Chelmsford, Massachusetts, and hereby certifies as follows:
1. The Lease consists of the original Lease Agreement dated as of August
__, 2005 between Tenant and Landlord and the following amendments or
modifications thereto (if none, please state "none"): __________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________________________________________
The documents listed above are herein collectively referred to as the "LEASE"
and represent the entire agreement between the parties with respect to the
Premises. All capitalized terms used herein but not defined shall be given the
meaning assigned to them in the Lease.
2. The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Section 1 above.
3. The Term commenced on _______ __, 2005 and the Term expires, excluding
any renewal options, on ________ __, 2011, and Tenant has no option to purchase
all or any part of the Premises or the Building or, except as expressly set
forth in the Lease, any option to terminate or cancel the Lease.
4. Tenant currently occupies the Premises described in the Lease and Tenant
has not transferred, assigned, or sublet any portion of the Premises nor entered
into any license or concession agreements with respect thereto except as follows
(if none, please state "none"): ________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________________________________________
5. All monthly installments of Basic Rent, all Additional Rent and all
monthly installments of estimated Additional Rent have been paid when due
through ______________. The current monthly installment of Basic Rent is
$____________.
6. All conditions of the Lease to be performed by Landlord necessary to the
enforceability of the Lease have been satisfied and Landlord is not in default
thereunder. In addition, Tenant has not delivered any notice to Landlord
regarding a default by Landlord thereunder.
7. As of the date hereof, there are no existing defenses or offsets, or, to
the undersigned's knowledge, claims or any basis for a claim, that the
undersigned has against Landlord and no event has occurred and no condition
exists, which, with the giving of notice or the passage of time, or both, will
constitute a default under the Lease.
8. No rental has been paid more than thirty (30) days in advance and no
security deposit has been delivered to Landlord except as provided in the Lease.
9. If Tenant is a corporation, partnership or other business entity, each
individual executing this Estoppel Certificate on behalf of Tenant hereby
represents and warrants that Tenant is a duly formed and existing entity
qualified to do business in the state in which the Premises are located and that
Tenant has full right and authority to execute and deliver this Estoppel
Certificate and that each person signing on behalf of Tenant is authorized to do
so.
F-1
10. There are no actions pending against Tenant under any bankruptcy or
similar laws of the United States or any state.
11. Other than in compliance with all applicable laws and incidental to the
ordinary course of the use of the Premises, the undersigned has not used or
stored any hazardous substances in the Premises.
12. All tenant improvement work to be performed by Landlord under the Lease
has been completed in accordance with the Lease and has been accepted by the
undersigned and all reimbursements and allowances due to the undersigned under
the Lease in connection with any tenant improvement work have been paid in full.
Tenant acknowledges that this Estoppel Certificate may be delivered to
Landlord, Landlord's Mortgagee or to a prospective mortgagee or prospective
purchaser, and their respective successors and assigns, and acknowledges that
Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective
purchaser will be relying upon the statements contained herein in disbursing
loan advances or making a new loan or acquiring the property of which the
Premises are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.
Executed as of ______________, 200__.
TENANT: AIRVANA, INC.,
a Delaware corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
F-2
EXHIBIT G
RENEWAL OPTION
Provided no Event of Default exists and Tenant is occupying at least fifty
percent (50%) of the Premises at the time of such election, Tenant may renew
this Lease for one additional period of five (5) years, by delivering written
notice of the exercise thereof to Landlord not earlier than fifteen (15) months
nor later than twelve (12) months before the expiration of the Term. The Basic
Rent payable for each month during such extended Term shall be ninety-five
percent (95%) of the prevailing rental rate, at the commencement of such
extended Term, for renewals of space in a single story flex-building in the
Chelmsford, Massachusetts area of equivalent quality, size and utility, with the
length of the extended Term to be taken into account (the "PREVAILING RENTAL
RATE"). In no event shall Basic Rent payable during the extended Term be less
than that being paid by Tenant during the last year of the Initial Term. Within
thirty (30) days after receipt of Tenant's notice to renew, Landlord shall
deliver to Tenant written notice of the Prevailing Rental Rate and shall advise
Tenant of the required adjustment to Basic Rent, if any, and the other terms and
conditions offered. Tenant shall, within ten (10) days after receipt of
Landlord's notice, notify Landlord in writing whether Tenant accepts or rejects
Landlord's determination of the Prevailing Rental Rate. If Tenant timely
notifies Landlord that Tenant accepts Landlord's determination of the Prevailing
Rental Rate, then, on or before the commencement date of the extended Term,
Landlord and Tenant shall execute an amendment to this Lease extending the Term
on the same terms provided in this Lease, except as follows:
(a) Basic Rent shall be adjusted to ninety-five percent (95%) of the
Prevailing Rental Rate;
(b) Tenant shall have no further renewal option unless expressly granted by
Landlord in writing; and
(c) Landlord shall lease to Tenant the Premises in their then-current
condition, and Landlord shall not provide to Tenant any allowances (e.g., moving
allowance, construction allowance, and the like) or other tenant inducements;
provided, if any such allowances or other tenant inducements for renewals of
comparable buildings in the I-495 Chelmsford marketplace are provided taking
into account brokerage commissions that would be incurred, and such allowances
have been taken into account in determining the Prevailing Rental Rate, then
Landlord shall provide such allowances to Tenant.
If Tenant rejects Landlord's determination of the Prevailing Rental Rate,
and timely notifies Landlord thereof, Tenant may, in its notice to Landlord, (a)
terminate the effectiveness of Tenant's initial notice of its exercise of its
option to renew such that Tenant shall be deemed to have elected not to renew,
or (b) require that the determination of the Prevailing Rental Rate be made by
brokers (and if Tenant makes such election, Tenant shall be deemed to have
irrevocably renewed the Term, subject only to the determination of the
Prevailing Rental Rate as provided below). In such event, within ten (10) days
thereafter, each party shall select a qualified commercial real estate broker
with at least ten (10) years experience in leasing property and buildings in the
city or submarket in which the Premises are located. The two (2) brokers shall
give their opinion of prevailing rental rates within twenty (20) days after
their retention. In no event, however, shall the Basic Rent in the renewal term
be less than the current Basic Rent rate per rentable square foot in effect
hereunder. In the event the opinions of the two (2) brokers differ and, after
good faith efforts over the succeeding 20-day period, they cannot mutually
agree, the brokers shall immediately and jointly appoint a third broker with the
qualifications specified above. This third broker shall immediately (within five
(5) days) choose either the determination of Landlord's broker or Tenant's
broker and such choice of this third broker shall be final and binding on
Landlord and Tenant. Each party shall pay its own costs for its real estate
broker. Following the determination of the Prevailing Rental Rate by the
brokers, the parties shall equally share the costs of any third broker. The
parties shall immediately execute an amendment as set forth above. If Tenant
fails to timely notify Landlord in writing that Tenant accepts or rejects
Landlord's determination of the Prevailing Rental Rate, time being of the
essence with respect thereto, Tenant's rights under this Exhibit shall terminate
and Tenant shall have no right to renew this Lease.
Tenant's rights under this Exhibit shall terminate if (1) this Lease or
Tenant's right to possession of the Premises is terminated, (2) Tenant sublets
more than fifty percent (50%) of the Premises, or (3) Tenant fails to timely
exercise its option under this Exhibit, time being of the essence with respect
to Tenant's exercise thereof.
G-1
EXHIBIT H
LETTER OF CREDIT
STANDBY LETTER OF CREDIT DRAFT
IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF ____
DATE: ______, 2004
BENEFICIARY:
W9/TIB 111 REALTY, L.L.C.
C/O ARCHON GROUP, L.P.
600 LAS COLINAS BOULEVARD, SUITE 400
IRVING, TEXAS 75039
AS "LANDLORD"
APPLICANT:
AIRVANA, INC.
25 INDUSTRIAL AVE.
CHELMSFORD, MA 01824
AS "TENANT"
AMOUNT: US$142,245.00 (ONE HUNDRED FORTY TWO THOUSAND TWO HUNDRED FORTY FIVE AND
00/100 U.S. DOLLARS)
EXPIRATION DATE: ____________, 2005
LOCATION: AT OUR COUNTERS IN SANTA CLARA, CALIFORNIA
DEAR SIR/MADAM:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF ____ IN
YOUR FAVOR AVAILABLE BY YOUR DRAFT DRAWN ON US AT SIGHT IN THE FORM OF EXHIBIT
"B" ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
2. A DATED CERTIFICATION FROM THE BENEFICIARY SIGNED BY AN AUTHORIZED OFFICER
OR REPRESENTATIVE, FOLLOWED BY HIS/HER DESIGNATED TITLE, STATING THE
FOLLOWING:
(A) "LANDLORD IS ENTITLED TO DRAW ON THIS LETTER OF CREDIT UNDER THE TERMS OF
THE LEASE AGREEMENT, DATED AS OF AUGUST __, 2004, BETWEEN LANDLORD AND
TENANT."
OR
(B) "WE HEREBY CERTIFY THAT WE HAVE RECEIVED NOTICE FROM SILICON VALLEY BANK
THAT LETTER OF CREDIT NO. SVBSF ___ WILL NOT BE EXTENDED, AND THAT WE HAVE
NOT RECEIVED A REPLACEMENT OF THIS LETTER OF CREDIT FROM APPLICANT
SATISFACTORY TO US AT LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE
OF THIS LETTER OF CREDIT."
THE OBLIGATIONS OF THE BANK SHALL NOT BE SUBJECT TO ANY CLAIM OR DEFENSE BY
REASON OF THE INVALIDITY, ILLEGALITY, OR INABILITY TO ENFORCE ANY OF THE
AGREEMENTS SET FORTH IN THE LEASE. THE LEASE AGREEMENT MENTIONED ABOVE IS FOR
IDENTIFICATION PURPOSES ONLY AND IT IS NOT INTENDED THAT SAID LEASE AGREEMENT BE
INCORPORATED HEREIN OR FORM PART OF THIS LETTER OF CREDIT.
PAGE 1 OF 3
L/C DRAFT LANGUAGE APPROVED FOR ISSUANCE BY:
-----------------------------------
(Authorized Signature)
DATE:
-------------------
H-1
IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF ____
DATED ________, 2004
PARTIAL DRAWS ARE ALLOWED. THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS
HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE
BENEFICIARY UNLESS IT IS FULLY UTILIZED.
THE BANK SHALL BE ENTITLED (AND REQUIRED) TO RELY UPON THE STATEMENTS CONTAINED
IN THE ABOVE-DESCRIBED LETTER OR CERTIFICATE AND WILL HAVE NO OBLIGATION TO
VERIFY THE TRUTH OF ANY STATEMENTS SET FORTH THEREIN.
DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF
CREDIT.
THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD
OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE
UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE
NOTIFY YOU BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS OF
BENEFICIARY, ATTEN: GENERAL COUNSEL-19 ALPHA ROAD, CHELMSFORD, MASSACHUSETTS (OR
AT SUCH OTHER ADDRESS AS YOU MAY SPECIFY BY WRITTEN NOTICE TO US) WITH A COPY TO
GRUBB &. ELLIS MANAGEMENT SERVICES, INC., 267 BOSTON ROAD, SUITE 6, BILLERCA, MA
01862 ATTN: PROPERTY MANAGER, THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED
BEYOND THE CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE
AUTOMATICALLY EXTENDED BEYOND _________________.
THIS LETTER OF CREDIT MAY ONLY BE TRANSFERRED IN ITS ENTIRETY BY THE ISSUING
BANK, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN
APPLICABLE LAW AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF
THE U.S. DEPARTMENT OF TREASURY AND U.S. DEPARTMENT OF COMMERCE, UPON OUR
RECEIPT OF THE ATTACHED "EXHIBIT A" DULY COMPLETED AND EXECUTED BY THE
BENEFICIARY AND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND ALL
AMENDMENT(S). THE PAYMENT OF OUR TRANSFER FEE 1/4 OF 1% OF THE TRANSFER AMOUNT
(MINIMUM USD250.00) IS FOR APPLICANT'S ACCOUNT. THE BANK SHALL LOOK SOLELY TO
TENANT FOR PAYMENT OF ANY FEE FOR SUCH TRANSFER. SUCH PAYMENT IS NOT A CONDITION
TO TRANSFER.
ALL DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE ORIGINAL
APPROPRIATE DOCUMENTS PRIOR TO 10:00 A.M. CALIFORNIA TIME, ON A BUSINESS DAY AT
OUR OFFICE (THE "BANK'S OFFICE") AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE,
SANTA CLARA, CA 95054, ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION SECTION
OR BY FACSIMILE TRANSMISSION AT: (408) 654-6211 OR (408) 496-2418; AND
SIMULTANEOUSLY UNDER TELEPHONE ADVICE TO: (408) 654-7120 OR (408) 654-6349),
ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION SECTION WITH ORIGINALS TO FOLLOW
BY OVERNIGHT COURIER SERVICE; PROVIDED, HOWEVER, THE BANK WILL DETERMINE HONOR
OR DISHONOR ON THE BASIS OF PRESENTATION BY FACSIMILE ALONE, AND WILL NOT
EXAMINE THE ORIGINALS.
PAGE 2 OF 3
L/C DRAFT LANGUAGE APPROVED FOR ISSUANCE BY:
-----------------------------------
(Authorized Signature)
DATE:
-------------------
H-2
IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF _______
DATED ________________, 2004
PAYMENT AGAINST CONFORMING PRESENTATIONS HEREUNDER SHALL BE MADE BY BANK DURING
NORMAL BUSINESS HOURS OF THE BANK'S OFFICE WITHIN TWO (2) BUSINESS DAYS AFTER
PRESENTATION.
WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONAFIDE HOLDERS THAT THE DRAFTS
DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF
CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO THE DRAWEE, IF NEGOTIATED ON
OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES ISP98
INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO.590.
------------------------------------- ----------------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
PAGE 3 OF 3
L/C DRAFT LANGUAGE APPROVED FOR ISSUANCE BY:
-----------------------------------
(Authorized Signature)
DATE:
-------------------
H-3
EXHIBIT "A"
DATE: __________
TO: SILICON VALLEY BANK
3003 TASMAN DRIVE RE: STANDBY LETTER OF CREDIT
SANTA CLARA, CA 95054 NO. __________ ISSUED BY
ATTN: INTERNATIONAL DIVISION. SILICON VALLEY BANK, SANTA CLARA
STANDBY LETTERS OF CREDIT L/C AMOUNT: __________
GENTLEMEN:
FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:
(NAME OF TRANSFEREE)
(ADDRESS)
ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.
BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
SINCERELY,
-------------------------------------
(BENEFICIARY'S NAME)
-------------------------------------
SIGNATURE OF BENEFICIARY
SIGNATURE AUTHENTICATED
-------------------------------------
(NAME OF BANK)
-------------------------------------
AUTHORIZED SIGNATURE
** By affixing his/her signature, he or she is certifying that the Bank on
whose behalf he or she is signing is regulated either by the FED, the OCC,
or the FDIC, and that the Bank has implemented AML (Anti-Money Laundering)
procedures in accordance with the Bank Secrecy Act, and that the Transferor
named above has been approved under his/her Bank's own CIP (Customer
Information Program). VERIFICATION OF TRANSFEROR'S SIGNATURE(S) BY A NOTARY
PUBLIC IS UNACCEPTABLE.
L/C DRAFT LANGUAGE APPROVED FOR ISSUANCE BY:
-----------------------------------
(Authorized Signature)
DATE:
-------------------------------
H-4
EXHIBIT "B"
DATED: ________________ REF. NO. ______________.
AT SIGHT OF THIS DRAFT
PAY TO THE ORDER OF _______________________________________ US$_________________
USDOLLERS ______________________________________________________________________
________________________________________________________________________________
DRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA, STANDBY LETTER OF
CREDIT NUMBER NO. __________________ DATED ______________
TO: SILICON VALLEY BANK
3003 TASMAN DRIVE ----------------------------------------
SANTA CLARA, CA 95054 (BENEFICIARY'S NAME)
----------------------------------------
AUTHORIZED SIGNATURE
GUIDELINES TO PREPARE THE DRAFT
1. DATE: ISSUANCE DATE OF DRAFT.
2. REF. NO.: BENEFICIARY'S REFERENCE NUMBER, IF ANY.
3. PAY TO THE ORDER OF: NAME OF BENEFICIARY AS INDICATED IN THE L/C (MAKE SURE
BENEFICIARY ENDORSES IT ON THE REVERSE SIDE).
4. US$: AMOUNT OF DRAWING IN FIGURES.
5. USDOLLARS: AMOUNT OF DRAWING IN WORDS.
6. LETTER OF CREDIT NUMBER: SILICON VALLEY BANK'S STANDBY L/C NUMBER THAT
PERTAINS TO THE DRAWING.
7. DATED: ISSUANCE DATE OF THE STANDBY L/C.
8. BENEFICIARY'S NAME: NAME OF BENEFICIARY AS INDICATED IN THE L/C.
9. AUTHORIZED SIGNATURE: SIGNED BY AN AUTHORIZED SIGNER OF BENEFICIARY.
IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS DRAFT, PLEASE CALL OUR L/C
PAYMENT SECTION AND ASK FOR:
ALICE DA LUZ: 408-654-7120
EFRAIN TUVILLA: 408-654-6349
L/C DRAFT LANGUAGE APPROVED FOR ISSUANCE BY:
-----------------------------------
(Authorized Signature)
DATE:
-------------------------------
H-5
EXHIBIT I
NOTICE OF LEASE
Notice is hereby given pursuant to the Massachusetts General Laws, Chapter
183, Section 4, of a lease containing, inter alia, the following terms and
conditions:
LANDLORD: W9/TIB III Realty, L.L.C., a Delaware limited
liability company, having an address of c/o Archon
Group, L.P., 600 East Las Colinas Boulevard, Suite
400, Irving, TX 75039
TENANT Airvana, Inc., a Delaware corporation, having an
original address of 25 Industrial Avenue, Chelmsford,
MA 01824.
LEASE DATE: August __, 2005.
DESCRIPTION OF PREMISES Approximately 22,622 rentable square feet in the
building located at 21 Alpha Road, Chelmsford,
Massachusetts (the "Premises"), which building is
located on land described on Exhibit A.
COMMENCEMENT DATE: The earlier of (a) the date on which Tenant occupies
any portion of the Premises and begins conducting
business therein, or (b) November 20, 2005.
TERM OF THE LEASE: Approximately seventy-seven (77) months from the
Commencement Date through April 30, 2012, together
with any extension thereof exercised in accordance
with the provisions of the Lease.
RIGHT TO EXTEND: Subject to the provisions of Exhibit G of the Lease,
one (1) five-year period.
Nothing in this Notice of Lease shall modify or amend the Lease; and in the
event of any inconsistency between the terms of the Lease and the terms of this
Notice of Lease, the terms of the Lease will govern.
For title reference, see deed dated December 18, 1997 and recorded with
Middlesex County (Northern District) Registry of Deeds in Book 8979, Page 53.
[No further text--see next page for signatures]
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EXECUTED as an instrument under seal by the duly authorized representatives
of the parties hereto this _____ day of ________, 2005.
LANDLORD: W9/TIB III REALTY, L.L.C.,
a Delaware limited liability company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TENANT: AIRVANA, INC.,
a Delaware corporation
By:
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Name:
----------------------------------
Title:
---------------------------------
[See next page for acknowledgements]
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COMMONWEALTH OF MASSACHUSETTS
____________, ss __________, 2005
Before me, the undersigned notary public, personally appeared ___________,
in his/her capacity as ______________ of W9/TIB III Realty, L.L.C., whose name
is signed on the preceding document, and such person acknowledged to me that
he/she signed such document voluntarily for its stated purpose. The identity of
such person was proved to me through satisfactory evidence of identification,
which was [_] photographic identification with signature issued by a federal or
state governmental agency, [_] oath or affirmation of a credible witness, or [_]
personal knowledge of the undersigned.
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Notary Public
My Commission Expires:
-----------------
COMMONWEALTH OF MASSACHUSETTS
____________, ss __________, 2005
Before me, the undersigned notary public, personally appeared
______________, in his/her capacity as ____________________ of Airvana, Inc.,
whose name is signed on the preceding document, and such person acknowledged to
me that she signed such document voluntarily for its stated purpose. The
identity of such person was proved to me through satisfactory evidence of
identification, which was [_] photographic identification with signature issued
by a federal or state governmental agency, [_] oath or affirmation of a credible
witness, or [_] personal knowledge of the undersigned.
----------------------------------------
Notary Public
My Commission Expires:
-----------------
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EXHIBIT A TO NOTICE OF LEASE
LEGAL DESCRIPTION OF 21 ALPHA ROAD, CHELMSFORD, MA
A certain parcel of land with the buildings and improvements thereon located in
Chelmsford, Middlesex County, Massachusetts, shown as Lot 501 containing 5.5039
acres on a plan entitled "Subdivision Plan of Land in Chelmsford, Massachusetts,
drawn for Alpha Development Corp.," dated December 1980, Scale 1' x 40', by
Merrimack Engineering Services, Inc., 68 Main Street, Suite 13, Andover, Mass.,
recorded with the Middlesex County North District Registry of Deeds in Book of
Plans 133 as Plan 4, and being more particularly bounded and described on said
Plan as follows:
Beginning at a point on the Northerly side of Alpha Road, at the Southeast
corner thereof and Southwest corner of Lot 500 as shown on said plan, thence
N 28 degrees 14' 39" W 390.74' along lot 500 to a point, thence
N 61 degrees 45' 21" E 359.80' along lot 500 to a point, thence
N 28 degrees 14' 39" W 171.82' along lot 500 to a point, thence
S 48 degrees 35' 11" W 866.84' along lands of the Turnpike Land Company, and owners
unknown to a point at land now or formerly of Peter and
Veronica McHugh, thence
S 19 degrees 11' 03" E 162.46' along said McHugh land to lands now or formerly of
John F. McCarthy and Donna M. Tereshkro to a point, thence
S 30 degrees 32' 51" E 160.50' along lands of said McCarthy and Tereshkro to a
point at lot 503 as shown on said plan, thence
S 26 degrees 58' 53" E 40.00' along lot 503 to a point, thence
N 63 degrees 01' 07" E 333.56' along lot 503 and lot 502 as shown on said plan to a
point at Alpha Road, thence along Alpha Road on a curve to
the left
Radius = 62.50' Length = 206.52' to a point, thence still along Alpha Road
Radius = 30.00' Length = 38.60' to a point, thence still along Alpha Road
Radius = 460.00' Length = 14.00' to a point at lot 500, being the point of
beginning.
Together with the easements, rights, benefits and appurtenances described in the
following (all recording references refer to the Middlesex County North District
Registry of Deeds):
(a) Dedication of Easements dated October 6, 1981 and recorded in Book 2518 at
Page 137, as amended by that certain Grant of Easements and Amendment to
Dedication dated February 5, 2004 and recorded with said Deeds in Book 18840,
Page 119; (b) Supplementary Dedication of Easements dated March 23, 1982 and
recorded in Book 2529 at Page 84; and (c) Easement from Alpha Development
Corporation to Massachusetts Electric Company and New England Telephone and
Telegraph Company dated March 18, 1981 and recorded in Book 2477 at Page 526.
NOTE: As used herein the term "recorded" shall mean "recorded with the Middlesex
Northern District Registry of Deeds".
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EXHIBIT J
2005 ESTIMATED OPERATING COSTS
Management Fee 17 cents
On-Site Gen Admin. 01 cents
Utilities 15 cents
Payroll 20 cents (prorata share of pm and engineer)
Building Services 02 cents
Security 08 cents
Grounds Maintenance 82 cents
R&M 31 cents
Taxes 89 cents - purely an estimate
Insurance 19 cents
TOTAL $2.84 PSF
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EXHIBIT K
LIST OF WINDOWS TO BE REPLACED BY LANDLORD
(PLAN FOR LIST OF WINDOWS TO BE REPLACED BY LANDLORD)
K-1
EXHIBIT L
LIST OF ITEMS USED BY TENANT CONTAINING HAZARDOUS MATERIALS
NAME OF VENDOR MSDS NUMBER PRODUCT
-------------- ----------- ------------------------------------------
Perma Inc. 27 STAT-Coat, lab floor anti-static wax
Alpha Metals 555B Solder paste
Alpha Metals 774 Wire Solder
Kester Solder 951 Soldering flux
Kester Solder SP-44 Soldering paste flux
Chemtronics 1002 Isopropyl alcohol
Chemtronics 0609 Freez-it Antistat
Chemtronics 0307 Flux-off
Chemtronics 0602 Freez-it
Chemtronics 3104 Flux-off
Chemtronics 1003 Isopropyl alcohol
MicroCare n/a MicroFreeze Circuit Cooler, MicroBlast Dry
Circuit Cleaner
Loctite Corp. 24231 Removable Threadlocker
Loctite Corp. 20352 Accelerator Tak Pak
Loctite Corp. 18490 Accelerator Tak Pak
Loctite Corp. 12292 Adhesive
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EXHIBIT M
RESTRICTED PARKING AREA
21 ALPHA - AIRVANA - TOWER & VEHICLE STORAGE
(FLOOR PLAN)
M-1
