LEASE
ARTICLE 1 - REFERENCE DATA
1.1
Subjects Referred To
Each reference in this
Lease to any of the following subjects shall be construed to
incorporate the date stated for that subject in this Section
1.1:
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LANDLORD:
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Atlantic-Philadelphia Realty LLC
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LANDLORD
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ADDRESS:
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c/o
Atlantic Management Corporation
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Framingham,
Massachusetts 01701
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BUILDING:
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The
building situated on Newbury Street, Framingham, Middlesex County,
Massachusetts, known as #205 Newbury Street (the "Premises"), upon
the Lot (the "Lot") more particularly described on Exhibit A
attached hereto and made a part hereof.
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TENANT SPACE:
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Those
premises to be used as OFFICE SPACE located on
the second (2nd) floor of the Premises, as shown
on floor plan attached here to as Exhibit B.
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RENTABLE FLOOR
4,467 rentable square feet
AREA OF TENANT
TOTAL RENTABLE
FLOOR AREA OF
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THE BUILDING:
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56,865
square feet
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TENANT'S
PROPORTIONATE
7.8%
RENT AND TERM
COMMENCEMENT DATE:
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September
1, 2007
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OCCUPANCY DATE:
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July
1, 2007
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TERMINATION DATE:
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June 30, 2010 |
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ANNUAL FIXED RENT:
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The
sum of $20.50/Sq.Ft., which equates to an Annual Fixed Rent of
$91,573.50 per annum.
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MONTHLY FIXED RENT:
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Tenant
shall pay the Annual Fixed Rent as follows:
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Lease Year
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Annual Rent
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Monthly Rent
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7/1/07-6/30/08 |
$92,990.22 |
$7,749.18 |
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7/1/08-6/30/09
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$97,457.22
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$8,121.43
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7/1/09-6/30/10
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$101,924.22
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$8,493.85
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All
such monthly installments are due on or before the fist day of each
month, beginning with the first payment due on the Commencement
Date.
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OPTION:
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Tenant
shall have one (1) option to extend the term of this Lease for an
additional three years.
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SECURITY DEPOSIT:
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Tenant
shall deposit the sum equal to one month’s rent, or
$7,631.12, which shall be held by Landlord as a Security
Deposit. Said deposit shall be held by Landlord in a
non-interest bearing account and shall be due and payable by Tenant
upon execution of this Lease.
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BASE YEAR FOR
2007
CALCULATING
LANDLORD'S
OPERATING
BASE YEAR FOR
Fiscal
year 2007
CALCULATING
LANDLORD'S
TAX
EXPENSE:
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PERMITTED USES:
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General
Office Space
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PUBLIC LIABILITY
INSURANCE BODILY
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INJURY:
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$1,000,000
Combined Single Limit Coverage
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BROKER:
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R.W.
Holmes Realty Co., Inc.
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SIGNAGE:
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Tenant
will be allowed a sign on the entrance door to the Premises, and on
the building directory in the lobby
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PARKING:
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Tenant
will receive 3.8 parking spaces per 1,000 square feet of rented
space, or 17 parking spaces, on a first come first serve
basis.
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BUILDING HOURS :
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Monday
through Friday 7:00 AM to 6:00 PM
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Saturday
8:00 AM to 1:00 PM
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1.2
Exhibits
The Exhibits listed below
in this Section 1.2 are incorporated in this Lease by
reference and are to be construed as part of this
Lease:
Exhibit
A - Description of Lot
Exhibit
B - Floor Plan Showing Tenant's
Space
Exhibit
C - Landlord's Services
Exhibit
D - Rules and Regulations
Exhibit
E - Estoppel Certificate
Exhibit F
- Description of Landlord’s
Work
1.3
Table of Contents by Article and
Section:
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2.3
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Landlord's
Reservations
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2.6 Holdover
Penalty
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3.1
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Preparation
of Premises for Occupancy
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3.2
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Tenant
Changes and Additions
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3.3
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General
Provisions Applicable to Construction
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4.2
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Operating
Expenses Including Real Estate Taxes
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4.5
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Payment
of Additional Rent
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7.2
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Reservations
of Award
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8.2
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Entry
Other Than For Foreclosure
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8.3
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Entry
For Foreclosure
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8.5
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No
Release or Termination
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8.6
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No
Modification, Etc.
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9.2
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Tenant's
Obligations After Termination
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10.9
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No
Accord and Satisfaction
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10.10 |
Cumulative
Remedies |
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10.12 |
Landlord's
Rights to Cure Tenant's Default |
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10.13 |
Estoppel
Certificate |
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10.14 |
Waiver
of Subrogation |
ARTICLE 2 - PREMISES AND
TERM
Landlord hereby leases to
Tenant, subject to and with the benefit of the provisions of
this Lease, Tenant's Space in the Building on the Lot
referred to in Section 4.3 below and described in Exhibit A,
excluding exterior faces of exterior walls, the common
stairways, stairwells, elevators and elevator wells, and
pipes, ducts, conduits, wires and appurtenant fixtures
serving exclusively or in common other parts of the Building,
and if Tenant's space includes less than the entire rentable
area of any floor, excluding the central core area of such
floor. Tenant's Space, with said exclusions, is hereinafter
sometimes referred to as the "Premises". Tenant
shall have access to the Premises twenty four hours a day,
seven days a week.
2.2
Common Facilities
Tenant shall have, as
appurtenant to the Premises, rights to use in common with
others now or hereafter entitled thereto, subject to
reasonable rules of general applicability to Tenants of the
Building from time to time made by Landlord of which Tenant
is given notice: (1) the common facilities of the Building
and Lot including common walkways, driveways, lobbies,
hallways, ramps, stairways, elevators, loading platform and
the parking area; (2) the common pipes, ducts, conduits,
wires and appurtenant equipment serving the Premises; and (3)
if the Premises include less than the entire rentable area of
any floor, the common toilets and other common facilities in
the central core area of such floor
2.3
Landlord's Reservations
Landlord reserves the
right, from time to time, without unreasonable interference
with Tenant's use: (1) to install, repair, replace, use,
maintain and relocate for service to the Premises and to
other parts of the Building, pipes, ducts, conduits, wires
and appurtenant fixtures wherever located in the Building,
and (2) to alter or relocate any other common facility,
provided that the substitution are substantially equivalent
or better. Installations, replacements and relocations
referred to in this Section 2.3 shall be located as far as
practicable in the central core area, above ceiling surfaces,
below floor surfaces or within the perimeter walls of the
Premises.
2.4
Term
To have and to hold for a
period commencing on with the scheduled Term Commencement
Date and continuing for the Term unless sooner terminated as
provided in Section 7.1 or in Article 9 below.
2.5 Option to Extend
(a) Subject
to the conditions set forth below, Tenant is granted an
Option to Renew this Lease for one (1) consecutive
(additional) term of three (3) years (the “Extension
Term”), such Extension Term commencing on the day
following the expiration of this Lease. Said
Option to Extend this Lease shall be on the same terms and
conditions and provisions and covenants as set forth herein
(except as specifically set forth hereunder). The
Extension Term shall be subject to and provided that Tenant
(a) is not in default beyond the expiration of any applicable
cure period or the monetary covenant, or a material
non-monetary covenant under this Lease; (b) this Lease is
still in full force and effect; (c) Tenant shall not have
sublet, assigned, or otherwise transferred all or any portion
of its interest under this Lease in violation of the terms of
this Lease; and (d) Tenant shall have exercised this Option
at least nine (9) months prior to the expiration of the Lease
Term, then the Tenant may renew this Lease as set forth
below.
(b) The
Base Rent during the Extension Term shall be equal to the
greater of the Tenant’s then current rental rate, or
the fair market value rent, as determined by the Landlord in
its sole judgment as of the date of notice from the Tenant
exercising this Extension Term. Landlord agrees to
provide Tenant with written notification of such fair market
rental value within twenty (20) days of receiving a request
from Tenant for such notification, provided such request is
received by Landlord no earlier than nine (9) months and no
later than three (3) months and three (3) weeks prior to the
expiration of the original Term.
(c) Except
as provided above, all of the terms, covenants and agreements
contained in this Lease shall continue during the Extension
Term.
2.6
Hold-Over Penalty
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Tenant shall be liable to
pay two and one-half times (2.50 times) the Base Rental
Amount for any hold-over period in the event Tenant fails to
vacate on or before the applicable Expiration
Date.
ARTICLE 3 - ALTERATIONS
3.1
Preparation of Premises for Occupancy
Tenant shall accept the
Premises in their "as is" and present condition, except that
prior to the Term Commencement date, Landlord, at its
expenses, shall perform the work described on Exhibit
F.
3.2
Tenant Changes and Additions
Tenant may, from time to
time, after commencement of the Term, make changes and
additions to the Premises in accordance with plans and
specifications therefore first being approved by Landlord,
which Landlord will not approve if they will require unusual
expense to readapt the Premises to normal office use on lease
termination or will increase the cost of insurance or taxes
on the Building or of Landlord's services called for by
Section 5.1, unless Tenant first provides assurances
acceptable to Landlord for payment of such increased cost and
that such readaptation will be made prior to such termination
without expense to Landlord. All such changes and additions
shall be part of the Building except Tenant's business
equipment, business furnishings and other special items
relating to Tenant's business. Such other special items shall
include only those items which the parties agree in writing
at the time of approval shall be removed by Tenant on
termination of the Lease, or which Landlord agrees in writing
that Tenant may elect to remove or leave, provided that the
Building is not damaged by removal nor reduced below the then
building standard. All of Tenant's changes and additions and
installations of furnishings shall be coordinated with any
work being performed by Landlord and in such manner as to
maintain harmonious labor relations and not to damage the
Building or Lot or interfere with Building operation and,
except for installation of furnishings, shall be performed by
Landlord's general contractor or by contractors or workmen
first approved by Landlord. Except for work by Landlord's
general contractor, Tenant, before its work is started shall:
(a) secure all licenses and permits necessary therefore, (b)
deliver to Landlord a statement of the names of all its
contractors and subcontractors and the estimated cost of all
labor and material to be furnished by them, (c) cause each
contractor to carry workmen's compensation insurance in
statutory amounts covering all of the contractor's and
subcontractor's employees, comprehensive public liability
insurance with limits in no event less than $1,000,000
combined single limited coverage and property damage
insurance with limits of not less than $1,000,000 (all such
insurance to be written insuring Landlord and Tenant as well
as the contractor, and (d) deliver to Landlord certificates
of all such insurance. Tenant agrees to pay promptly, when
due, the entire cost of any work done on the Premises by
Tenant, its agent, employees or independent contractors, and
not to cause or permit any liens for labor or materials
performed or furnished in connection therewith to attach to
the Premises. Tenant agrees to immediately discharge any such
liens which may be so attached.
3.3
General Provisions Applicable to
Construction
All construction work
required or permitted by this Lease, whether by Landlord or
Tenant, shall be done in a good and workmanlike manner and in
compliance with all applicable laws and all lawful
ordinances, regulations and orders of governmental authority
and insurers of the Building. Either party may inspect the
work of the other at reasonable times, and shall promptly
give notice of observed defects.
ARTICLE 4 - RENT
4.1
Fixed Rent
Tenant agrees to pay,
without any offset or deduction whatever except as made in
accordance with the provisions of this Leased, Annual Fixed
Rent at the rate set forth in Section 1.1 above in equal
monthly installments ("Monthly Fixed Rent") at the rate set
forth in Section 1.1 above, on the first day of each calendar
month including in the Term hereof and for any portion of a
calendar month at the beginning or the end of the Term,
unless otherwise excluded hereunder, at the rate payable in
advance for such portion. Provided, however, that
Tenant shall make an additional payment of $4,250.00 upon the
execution of this Lease, which represents one half the cost
of the installation of the kitchen sink and counter requested
by Tenant. The remaining cost $4,250.00, is amortized into
the base rent at the rate of $118.06 per month, or $1,416.67
per year.
4.2
Operating Expenses - Including Real Estate
Taxes
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(a)
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If,
with respect to any calendar year of the Term after the Base Year
for calculating Landlord's Operating Expenses set forth in Section
1.1, or fraction thereof, Landlord's Operating Expenses for the
Building and Lot either:
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(i)
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for
a full calendar year exceed Landlord's Initial Operating Expenses,
as defined below (as the same may be reduced from time to time
pursuant to the following sentence), or for any fraction of a
calendar year exceed the corresponding fraction of such Landlord's
Initial Operating Expenses; or
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(ii)
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for
a full calendar year are less than Landlord's Initial Operating
Expenses (as the same may be reduced from time to time pursuant to
the following sentence), or for any fraction of a calendar year are
less than the corresponding fraction of such Landlord's Initial
Operating Expenses;
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then,
on or before the thirtieth (30th) day following receipt by
Tenant of the statement referred to below in this Section 4.2,
Tenant shall, in the case of (i) pay to Landlord, as
additional rent, Landlord's Operating Expenses allocable to
the Premises, as defined below in this Section 4.2, or in the
case of (ii) Landlord shall, if the Tenant is paying
previously a monthly estimated operating expense charge,
credit over the next year such amount against monthly
installments of operating expense next coming
due.
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(b)
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Landlord
shall render Tenant an unaudited statement in reasonable detail and
according to usual accounting practices showing for the preceding
calendar year or fraction thereof, as the case may be, Landlord's
Operating Expenses for the Building and Lot, excluding costs of
special services rendered to tenants (including Tenant) for which a
special charge is made, but including without limitation: real
estate taxes on the Building and Lot; installments and interest on
assessments for public betterments or public improvements, offset
by any condemnation award, such assessments to be paid over the
longest period permitted by law; expenses of any proceedings for
abatement of taxes and assessments with respect to any calendar
year or fraction of a calendar year; premiums for insurance of any
kind normally carried by owners of similar properties (including
insurance in case of fire or casualty) or, if there be any mortgage
of the Lot or Building, or both, as may be required by the holder
of the mortgage; compensation and all fringe benefits, workmen's
compensation insurance premiums and payroll taxes paid by Landlord
to, for or with respect to all persons engaged in the operating,
maintaining or cleaning of the Building or Lot; steam, water,
sewer, electric, gas and telephone charges not chargeable to
tenants; cost of building and cleaning supplies and equipment; and
cost of maintenance, cleaning and repairs (other than repairs not
properly chargeable against income or for which Landlord has
received reimbursement from contractors under guaranties); cost of
snow removal and care of landscaping; payments under service
contracts with independent contractors; management fees at a rate
of six percent (6%) of total rent from all tenants; and all other
reasonable and necessary expenses paid in connection with the
operation, cleaning and maintenance of the Building and Lot and
properly chargeable against income.
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(c)
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If
some other method or type of assessment or taxation shall replace
the current method of assessment or the type of real estate taxes,
Tenant agrees to pay an equitable share of the same computed in a
fashion consistent with the method of computation herein provided,
to the end that Tenant's share thereof shall be, to the maximum
extent practicable, comparable to that which Tenant would bear
under the foregoing provisions. If a tax (other than a Federal or
State net income tax) is assessed on account of the rents or other
charges payable by Tenant to Landlord under this Lease, the Tenant
agrees to pay the same within ten (10) days after billing
therefore, unless applicable law prohibits the payment of such tax
by Tenant.
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(d)
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Landlord's
Initial Operating Expenses shall be Landlord's expenses for the
Base Year for Calculating Landlord's Base Operating Expenses set
forth in Section 1.1. Landlord's Operating Expenses Allocable to
the Premises for any particular year shall be determined by
multiplying the difference between Landlord's Operating Expenses
for the Building and Lot for the items covered by the foregoing
statement for such year and Landlord's Initial Operating Expenses
times a fraction, the numerator of which is the Rentable Floor Area
of Tenant's Space and the denominator of which is the Total
Rentable Floor Area of the Building ("Tenant's Proportionate
Share"). In case of special services which are not rendered to all
areas on a comparable basis, the proportion allocable to the
Premises shall be the same proportion which Rentable Floor Area of
Tenant's Space bears to the total rentable floor area of the
Building to which such service is so rendered (such latter area to
be determined in the same manner as the Total Rentable Floor Area
of the Building).
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(e)
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Landlord
shall maintain accurate, detailed records of Landlord’s
Operating Expenses at Landlord’s office identified on page 1
of this Lease for at least two (2) years after delivery of the
Statement to Tenant. During the six (6) months after a
Statement is submitted to Tenant, Tenant may, upon ten (10)
days’ prior written notice to Landlord, inspect and/or audit
Landlord’s records of Landlord’s Operating Expenses for
the period covered by such Statement. If the audit shows
that Tenant paid less of Tenant’s pro rata share of
Landlord’s Operating Expenses than was actually due, Tenant
shall pay the amount of the deficiency to Landlord within one (1)
month after Tenant’s receipt of such audit. If the
audit shows that Tenant paid more of Tenant’s pro rata share
of Landlord’s Operating Expenses than was actually due,
Landlord shall, at Tenant’s election, pay said excess to
Tenant within one (1) month after completion of such audit or
credit such excess to Tenant’s next installment of Base Rent
due. If such audit shows that such Statement contains an
overstatement of Landlord’s Operating Expenses exceeding five
percent (5%) of the actual Landlord’s Operating expenses for
the period covered by such Statement, then the reasonable third
party fees and expenses actually incurred by Tenant in conducting
such audit shall be paid by Landlord; otherwise, such fees and
expenses shall be paid by Tenant. If Landlord protests
the conclusions of such audit, Landlord may contest Tenant’s
determination by giving Tenant written notice within one (1) month
following Landlord’s receipt of the audit
report. If Landlord and Tenant cannot mutually agree as
to Tenant’s pro rata share of Landlord’s Operating
Expenses due within one (1) month after Tenant’s receipt of
Landlord’s notice of protest, Landlord and Tenant shall
jointly choose an independent Certified Public Accountant, whose
determination shall be binding upon the parties
hereto. If Landlord and Tenant fail to agree upon an
independent Certified Public Accountant, the parties agree to
proceed forthwith to arbitrate the issue in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association. The cost of the independent Certified
Public Accountant or the cost of arbitration shall be borne equally
by the parties, but the cost of the audit shall be borne by either
Landlord or Tenant as aforesaid.
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4.3
Lot
"Lot"
means all the land described in Exhibit A, or any part(s)
thereof, plus any addition(s) thereto resulting from the
change of any abutting street line.
4.4
Accounting
Landlord
shall have the right, from time to time, to change the periods
of accounting under Section 4.2 to any annual period other
than a calendar year, and upon any such change, all items
referred to in said Section 4.2 shall be appropriately
apportioned. In all statements rendered under Section 4.2
amounts for periods partially within and partially without the
accounting periods shall be appropriately apportioned. Any
costs which are not determinable at the time of a statement
shall be included therein on the basis of Landlord's estimate,
and Landlord shall render promptly after determination of such
costs a supplemental statement and appropriate adjustment
shall be according thereto, provided, however, that under no
circumstances shall a change in the periods of accounting
result in Tenant paying more amounts than provided under
Section 4.2, merely because of such change in periods of
accounting.
4.5
Payment of Additional Rent
Except
as otherwise specifically provided in this Lease, any sum,
amount, item or charge designated or considered as additional
rent in this Lease shall be paid by Tenant to Landlord on the
first day of the month following the date on which Landlord
notifies Tenant of the amount payable, or on the fifteenth day
after the giving of such notice, whichever shall be later. Any
such notice shall specify, in reasonable detail, the basis of
such additional rent. On the first day of each month following
that month in which notice of additional rent is given, Tenant
shall pay to Landlord one-twelfth (1/12) of the amount
reasonably estimated by Landlord to be the amount of
additional rent which shall be payable by the Lessee for the
then current year. Reasonably estimated amounts shall, where
possible, be based on actual cost experience. When the actual,
rather than reasonably estimated, amount(s) of such additional
rent has been ascertained, Landlord shall notify Tenant of the
amount due, if any, giving credit for the monthly payments
theretofore made by Tenant and crediting the overage, if any,
against additional rent to become due. Tenant shall pay any
balance due within ten (10) days after Landlord's
notice.
ARTICLE 5 - LANDLORD'S COVENANTS
5.1
Landlord's Covenants
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(a)
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to
furnish, through Landlord's employees or independent contractors,
the services listed in Exhibit C attached hereto and made a part
hereof; and
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(b)
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to
furnish, through Landlord's employees or independent contractors,
reasonable additional building operation services upon reasonable
advance request of Tenant at equitable rates from time to time
established by Landlord to be paid for by Tenant; and
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(c)
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except
as otherwise provided in Article 7, to make such repairs to the
roof, exterior walls and glass, floor slabs and common areas and
facilities of the Building as may be necessary to keep them in
serviceable condition; and
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(d)
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that
Landlord has the right to make this Lease and that Tenant, on
paying the rent and
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performing
its obligations in this Lease, shall peacefully and quietly
have, hold and enjoy the Premises throughout the Term, subject
to all the terms and provisions hereof; and
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(e)
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to
defend, save harmless and indemnify Tenant from any liability or
injury, loss, accident or damage to any person or property and from
any claims, actions, proceedings and expenses and costs in
connection therewith (including, without limitation, reasonable
counsel fees), (i) arising from the omission, fault, wilful act,
negligence or other misconduct of Landlord or from any use made or
thing done or occurring on the Premises not due to the omission,
fault, wilful act, negligence or other misconduct of Tenant, or
(ii) resulting from the failure of Landlord to perform and
discharge its covenants and obligations under this
Lease.
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(a)
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Landlord
shall not be liable to Tenant for any compensation or reduction of
rent by reason of inconvenience or annoyance or for loss of
business arising from power losses and shortages, the necessity of
Landlord's entering the Premises for any of the purposes in this
Lease authorized, or for repairing the Premises or any portion of
the Building or Lot however the necessity may occur. In case
Landlord is prevented or delayed from making any repairs,
alterations or improvements, or furnishing any services or
performing any other covenant or duty to be performed on Landlord's
part, by reason of any cause reasonably beyond Landlord's control.
Landlord shall not be liable to Tenant therefore, nor, except as
expressly provided in Section 7.1, shall Tenant be entitled to any
abatement or reduction of rent by reason thereof, nor shall the
same give rise to a claim in Tenant's favor that such failure
constitutes actual or constructive, total or partial, eviction from
the Premises.
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(b)
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Landlord
reserves the right to stop any service or utility system, when
necessary, by reason of accident or emergency, or until necessary
repairs have been completed; provided, however, that in each
instance of stoppage, Landlord shall exercise reasonable diligence
to eliminate the cause(s) thereof. Except in case of emergency
repairs, Landlord will give Tenant reasonable advance efforts to
avoid unnecessary inconvenience to Tenant by reason
thereof.
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ARTICLE 6 - TENANT'S COVENANTS
6.1
Tenant's Covenants
Tenant Covenants during
the Term hereof and such further time as Tenant occupies any
part of the Premises:
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(a)
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to
pay when due all fixed rent and additional rent, all taxes which
may be imposed on Tenant's personal property on the Premises
(including, without limitation, Tenant's fixtures and equipment)
regardless to whomever assessed, and all charges by Landlord or by
public utility companies for telephone, electricity, gas and any
other utility services and service inspections therefor, and all
charges by public utility companies for installation of metering
devices (which charges, if not separately metered or otherwise
apportionable, shall be apportioned on a floor area basis for
multi-tenanted floors)(electricity charges for the Premises,
however, are separately metered and Tenant shall be responsible for
paying such charges directly to the supplier thereof), and all
charges of Landlord for services rendered pursuant to Section 5.1;
and
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(b)
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except
as otherwise provided in Article 7 and Section 5.1 (c), to keep the
Premises in good order, repair and condition, reasonable wear and
damage by fire and casualty only excepted, and at the expiration or
termination of this Lease peaceable to yield up the Premises and
all changes and additions therein in such order, repair and
condition, first removing all goods, effects and fixtures of Tenant
and any items the removal of which is required by any agreement
made pursuant to Section 3.2 hereof, or specified therein to be
removed at Tenant's election and which Tenant elects to remove, and
repairing all damage caused by such removal and restoring the
Premises and leaving them clean and neat; and
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(c)
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not
inure or deface the Premises, Building or Lot, nor to permit in the
Premises any auction sale, or nuisance, or the emission from the
Premises of any objectionable noise or odor, nor to use or devote
the Premises or any part thereof for any purpose other than the
Permitted Uses, nor any use thereof which is improper, offensive,
contrary to law or ordinance, or liable to invalidate or increase
the premiums for any insurance on the Building or its contents or
liable to render necessary any alteration or addition to the
Building; and
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(d)
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not
to obstruct in any manner any portion of the Building not hereby
leased or any portion thereof or of the Lot used by Tenant in
common with others; not without prior consent of Landlord to permit
the painting or placing of any signs or the placing of any
curtains, blinds, shades, awnings, aerials or flagpoles, or the
like, visible from outside the Premises; and to comply with the
Rules and Regulations set forth in Exhibit D attached hereto, and
all other reasonable rules and/or regulations hereafter made by
Landlord, of which Tenant has been given notice, for the case and
use of the Building and Lot and their facilities and approaches;
Landlord shall not be liable to Tenant for the failure of other
tenants of the Building to conform to such Rules and Regulations;
and
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(e)
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to
keep the Premises equipped with all safety appliances required by
law or ordinance or any other regulation of any public authority
because of any use made by Tenant other than normal office use, and
to procure all licenses and permits so required because of such use
and, if requested by Landlord, to do any work so required because
of such use, it being understood that the foregoing provisions
shall not be construed to broaden in any wan Tenant's Permitted
Uses; and
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(f)
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not
without prior consent of Landlord to assign this Lease or sublet
the Premises (which consent Landlord shall not unreasonably
withhold); as additional rent, to reimburse Landlord promptly for
reasonable legal and other expenses incurred by Landlord in
connection with any request by Tenant for consent to a assignment
or subletting; no assignment or subletting and no consent of
Landlord thereto shall affect the continuing primary liability of
Tenant (which, following assignment, shall be joint and several
with the assignee); no consent to any of the foregoing in a
specific instance shall operate as a waiver in any subsequent
instance; and not withstanding Landlord's consent, no assignment
shall be binding upon Landlord or any of Landlord's mortgagees,
unless Tenant shall deliver to Landlord an instrument in recordable
form which contains a covenant of assumption by the assignee
running to Landlord and all persons claiming by, through or under
Landlord, but the failure or refusal of the assignee to execute
such instrument of assumption shall not release or discharge
assignee from its liability as Tenant hereunder nor shall execution
of such instrument of assumption affect the continuing primary
liability of Tenant; Landlord agrees not to unreasonably withhold
or delay its consent to an assignment or subletting, provided,
however, that with respect to any assignment or subletting, the
following provisions shall apply:
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(1) Tenant
shall give Landlord written notice of the assignment or
subletting no less than 45 days prior to the effective date
thereof, which notice shall set forth the identity of the
proposed transferee, and the nature of the proposed
transferee’s business to be carried on in the
Premises.
(2) Tenant
shall furnish Landlord (a) no less than 30 days prior to
the effective date of the assignment or subletting, with a
current financial statement of the proposed transferee
reasonably acceptable to Landlord, and (b) within three
(3) days following Landlord’s demand, with all other
information reasonably requested by Landlord with respect to
such transferee.
In any case, where the
Landlord shall consent to such assignment, other transfer or
subletting, the Tenant originally named herein shall remain
fully liable for Tenant obligations hereunder, including,
without limitation, the obligation to pay the rent and other
amounts provided under this Lease, and the Tenant also hereby
agrees to pay to the Landlord, within fifteen (15) days of
billing therefor, all legal and other fees incurred by the
Landlord in connection with reviewing and approving any such
assignment, other transfer or subletting. Any Assignment or
subletting, whether or not Landlord's prior consent is
required, shall be subject to any successor using the
Premises for the same use as Tenant's use, or for a modified
use only if acceptable to Landlord. The Tenant
shall give written notice to the Landlord of the terms of any
such proposed assignment or sublease and the Landlord shall
be entitled to 50% of all net profits from any such sublease
or assignment. Net profit shall be calculated by
first allowing Tenant to recover any reasonable construction
and commission inducement(s) given to the subtenant or
assignee. It shall be a condition of the validity
of any permitted assignment or other transfer or subletting
that the assignee or transferee or subtenant agree directly
with the Landlord, in form satisfactory to the Landlord, to
be bound by all Tenant obligations hereunder, including,
without limitation, the obligation to pay rent and
other
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