TR-2016-29 LEASE OF MEMA ,�
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TR-2016-29
A RESOLUTION AUTHORIZING THE LEASE OF A PORTION OF 1000 SUFFIELD
STREET TO THE MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
WHEREAS, the Town of Agawam owns the property and building located at 1000
Suffield Street; and
WHEREAS, the Town purchased the property located at 1000 Suffield Street for the
purpose of the Department of Public Works facility and Municipal Annex, for future relocation
of certain municipal operations and administrative offices, and for future expansion for other
municipal purposes; and
WHEREAS, the Massachusetts Emergency Management Agency, a state agency, has
offered to extend its current lease of a portion of the building with parking to maintain its
regional offices of the Massachusetts Emergency Management Agency at 1000 Suffield Street;
and
WHEREAS, it is in the best interests of the Town of Agawam to continue to lease
approximately 6,870 square feet of building space with parking to the Massachusetts Emergency
Management Agency in accordance with the proposed lease agreement between the Town of
Agawam and the Commonwealth of Massachusetts acting by and through its Division of Capital
Asset Management and Maintenance (DCAM) of the executive Office for Administration and
Finance on behalf of the User Agency (Massachusetts Emergency Management Agency) entitled
"Lease Modification Agreement"; and
NOW, THEREFORE, the AGAWAM CITY COUNCIL hereby resolves to authorize
the following:
That the Town of Agawam lease approximately 6,870 square feet of building space with parking
located at 1000 Suffield Street to the Massachusetts Emergency Management Agency in
accordance with the proposed lease agreement between the Town of Agawam and the
Commonwealth of Massachusetts acting by and through its Division of Capital Asset
Management'and Maintenance (DCAM) of the Executive Office for Administration and Finance
on behalf of the User Agency (Massachusetts Emergency Management Agency) entitled "Lease
Modification Agreement"; and
That the Mayor is authorized to enter into a lease agreement and to sign and execute any and all
documents to lease approximately 6,870 square feet of building space with parking located at
1000 Suffield Street to the Massachusetts Emergency Management Agency in accordance with
said proposed lease agreement; and
That the Mayor is authorized to take any other action, and to do all things necessary to lease said
real estate in a manner consistent herewith.
DATED THIS DAY OF , 2016.
PER ORDER OF THE AGAWAM CITY COUNCIL
James P. Cichetti, President
APPROVED AS TO FORM AND LEGALITY
Patrick Toney, Acting City Solicitor
THIS OFFICIAL FORM MUST NOT BE ALTERED.
ALL MODIFICATIONS MUST BE MADE BY SEPARATE RIDER.
COMMONWEALTH OF MASSACHUSETTS
OFFICE LEASE
1. SUBJECT MATTER AND TABLE OF CONTENTS
1.1 Subject Matter
Each of the references in this Lease to any of the following subjects incorporates the data stated
for that subject in this § 1.1 and, unless defined elsewhere in this Lease,constitutes the definition
of the listed subject.
DATE OF LEASE:
LANDLORD: Town of Agawam
ADDRESS OF LANDLORD: 36 Main Street
Agawam,Massachusetts 01001
LANDLORD'S REPRESENTATIVE: Name: Richard A.Cohen,Mayor
Address: 36 Main Street
Agawam,Massachusetts 01001
and/or such other persons as Landlord
designates from time-to-time
TENANT: The Commonwealth of Massachusetts acting by
and through the Commissioner of its Division of
Capital Asset Management and Maintenance
(DCAMM) of the Executive Office for
Administration and Finance on behalf of the
User Agency, Massachusetts Emergency
Management Agency
ADDRESS OF TENANT: Division of Capital Asset Management and
Maintenance
One Ashburton Place, l 5th Floor
Boston,Massachusetts 02108-1518
Febmary 2014 Ten-Year Office(rase Page 1
TENANT'S REPRESENTATIVE: Name: Name: Martha Goldsmith,Director
Division of Capital Asset Management
and Maintenance
Address: One Ashburton Place,Room 1411
Boston,Massachusetts 02108
and/or such other persons as Tenant
designates from time-to-time,as set
forth in§4.4
USER AGENCY: Massachusetts Emergency Management Agency
ADDRESS OF USER AGENCY: 400 Worcester Road
Framingham,Massachusetts 01702
USER AGENCY'S REPRESENTATIVE: Name: Ann McCarthy, General Counsel
Address:400 Worcester Road
Framingham,Massachusetts 01702
and/or such other persons as User
Agency designates from time-to-time,
as set forth in§4.4
BUILDING(ADDRESS): 1000 Suffield Street
Agawam,Massachusetts 01001
PREMISES: Floor. Partial First Floor within the Building as
shown in Exhibit A, together with all of the
Landlord's Improvements (as defined in § 4.1)
made within the Premises pursuant to the
provisions of this Lease.
USABLE AREA OF PREMISES: Office Space: 6,594 square feet
Storage Space: -0- square feet
RESERVED PARKING SPACES: Number: 35
Location: 1000 Suffield Street
Agawam,Massachusetts 01001
PERMITTED USES: Subject to the provisions of§6.),Tenant must use
the Premises for the following purposes: General
Business Office,Regional Emergency Operations
and Training Center supporting disaster and incident
response and recovery operations and public safety
operations.
February 2014 Ten-Year Office Lease Page 2
TERM: The Term begins on the Date of Occupancy, as
defined in § 3.2, at 12:01 a.m., and continues
until 11:59 p.m. of the date immediately
preceding the tenth anniversary of the Date of
Occupancy.
"Term' includes the Term, unless otherwise
expressly stated. "Expiration Date" means the
last day of the Term, and includes any effective
date of termination of this Lease, unless
otherwise indicated.
BUSINESS DAY: Unless otherwise provided by this Lease,
"business day" means any day other than
Saturday, Sunday, or a designated holiday of the
Commonwealth of Massachusetts on which the
offices of the Commonwealth of Massachusetts
are closed, whether throughout the
Commonwealth of Massachusetts or only in
Suffolk County.
February 2014 Ten-Year office Lease Page 3
BASE RENT FOR TERM:
Year One: $92,316^00 per year in monthly installments of$7 693.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Two: $ 2Q ,316.00 per year in monthly installments of$7 6 3. 0
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Three: $ 3�2, 16.00 per year in monthly installments of$7,693.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Four: $92,316.00 per year in monthly installments of$7 6. 93.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Five: $ 2� .316.00 per year in monthly installments of$7 6�, 93_OQ
$ 14.OQ per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Six: $105� ,504.00 per year in monthly installments of$8.792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Seven: $105.504.00 per year in monthly installments of$8,792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
February 2014 Ten-Year Office Lease Page 4
Year Eight: $105,504.00 per year in monthly installments of$8 7792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Nine: $105 5 4.00 per year in monthly installments of$8,792.00
$ 16,00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Ten: $105,504.00 per year in monthly installments of$8,792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
FebPatry 2014 Ten-Year Office Least Page 5
1.2 Table of Contents
1. SUBJECT MATTER AND TABLE OF CONTENTS
1.1 Subject Matter.. ............................................................... .............................................................. 1
1.2 Table of Contents...............................................................................................................................6
2. PREMISES• USABLE AREA
2.1 Premises; Appurtenant Rights............................................................................................................9
2.2 Usable Area....... ................................................................................................................................9
3. RENT;DATE OF OCCUPANCY
3.1 Rent Payment....................................................................................................................................9
3.2 Date of Occupancy; Commencement of Rent Obligation................................................................. 10
3.3 Tenant's Entry Before Term without Charge..................................................................................... 10
4. IMPROVEMENTS BY LANDLORD
4.1 Landlord's Irnprovements................................................................................................................... 11
4.2 Working Drawings................... ......................................................................................................... 11
4.3 Completion Date;Tenant Delays; Standard for Substantial Completion........................................... 13
4.4 Tenant's Representative, User Agency's Representative, and Authorized Representative................ 15
5. LANDLORD'S COVENANTS
5.1 Ownership; Signatory Authority;Debarment;Pending Proceedings; Changes................................. 15
5.2 Delivery of Premises;Compliance with Law......................... ........................................................... 16
5.3 Quiet Enjoyment................................................................................................................................ 17
5.4 Correction of Defective Work;Repair of Premises and Building...................................................... 17
5.5 Delivery of Services and Utilities.................................................................. ........ 18
............................
5.6 Hazardous Substance.......................................................................................................................... 19
6. TENANT'S COVENANTS
6.1 Use of Premises..................................................................................................................................20
6.2 Care of Premises.................................................................................................................................21
6.3 Hazardous Substance,.........................................................................................................................21
6.4 Compliance with Applicable Laws and Removal of Liens.... ....................... ...................................21
6.5 Assignment and Subletting. ...............................................................................................................22
6.6 Alterations and Additions............................................................................... ...................................23
6.7 Yield Up at Termination of Lease......................................................................................................24
7. CASU • EMINENT DOMAIN
7.1 Fire or Other Casualty........................................................................................................................24
7.2 Eminent Domain..................... ..........................................................................................................25
8. NMEMNIFICATION AND INSURANCE
8.1 Indemnification of Tenant by Landlord.......... ..................................................................................27
8.2 Insurance Coverage to be Maintained by Landlord...........................................................................27
8.3 Tenant's Self-Insurance......................................................................................................................28
8.4 Tenant's Personal Property;Assumption of Risk.......................................... ...................................28
8.5 Waiver of Subrogation........................................................................................ ..........................28
9. DEFAULT
9.1 Event of Default by Tenant................................................. ...........................................................28
February 2014 Ten-Year Office Lease gage 6
9.2 Remedies of Landlord........................................................................................................................29
9.3 Cure by Landlord ...............................................................................................................................30
9.4 Event of Default by Landlord.............................................................................................................30
9.5 Remedies of Tenant............................................................................................................................30
9.6 Cure By Tenant......................................................................... ................ .......................................31
9.7 Remedies Cumulative........................................................................................................................31
1.0. MORTGAGE PROVISIONS
10.1 Estoppel Certificate.... . ................................................................................................................31
10.2 Subordination...................................................................................................................................31
10.3 Recognition......................................................................................................................................32
11. HOLDING OVER. ............................... ...........................................................................................32
12. FISCAL YEAR APPROPHIATIONS AND AUTHORIZATIONS
12.1 Tenant's Obligations Subject to Appropriations and Authorizations...............................................32
12.2 Termination of Lease for Lack of Appropriations and Authorizations............................................32
13. PERSONAL LIABILITY
13.1 Liability of Tenant............................................................................................................................33
13.2 Liability of Landlord........................................................................................................................33
14. NOTICE
14.1 Notice...............................................................................................................................................33
14.2 Special Notice Where Failure to Reply Results in Consent or Approval.........................................34
15. FORCE MAJEURE. .........................................................................................................................34
16. MISCELLANY
16.1 Entire Agreement.............................................................................................................................34
16.2 Changes in Lease...............................................................................................................................35
16.3 Binding Agreement..................................................................................................................... ....35
16.4 Governing Law.................................................................................................................................35
16.5 Waiver..............................................................................................................................................35
16.6 No Broker..................................... ...................................................................................................35
16.7 Rights and Remedies not Exclusive.................................................................................................35
16.8 Accord and Satisfaction....................................................................................................................35
16.9 Debarred or Suspended Contractors.................................................................................................36
16.10 Time of Essence.............................................................................................................................36
16.11 Affirmative Action;Non-discrimination in Hiring and Employment............................................36
16.12 Severability,.....................................................................................................................................36
16.13 Notice of Lease...............................................................................................................................36
16.14 No Agreement until Signed............................................................................................................36
16.15 State Employees Barred from Interest............................................................................................37
16.16 Paragraph Headings.................................................................:......................................................37
16.17 Counterparts...................................................................................................................................37
16.18 Rider,Exhibits,and Other Accompanying Documents .................................................................37
February 2014 Ten-Year Office Lem page 7
RIDER.EXHIBITS.AND OTHER ACCOMPANYING DOCUMENTS
Rider to Lease
Certificate of Compliance with Executive Order No.481
Exhibit A: Plan Showing Location of Premises within the Building
Exhibit A-L Landlord's Measured Drawing of the Premises
Exhibit A-2: Site Plan Showing Location of Reserved Parking Spaces
Exhibit B: Schematic Space Plan of the Premises
Exhibit C: Specifications for Premises(as appearing in the Request for Proposals, as revised
by agreement of the parties based on Landlord's Proposal and subsequent
negotiations)
Exhibit D: Project Schedule
Landlord's Beneficial-Interest-Disclosure Statement
Certificate of Tax-and-Employment-Security Compliance
February 2014 Ten-Year office Least Page 8
2. PREMISES•USABLE AREA
2.1 Premises,•APRurtenant Ri is
(a) Landlord leases the Premises to Tenant,and Tenant leases the Premises from Landlord.
(b) As appurtenant to the Premises, Tenant, in common with other tenants of the Building(and
subject to the rules of the Building, as set forth in § 6.4), has the right to use: (i) the
common lobbies, malls,corridors, stairways,elevators, service areas, and loading platform
of the Building;(ii)the pipes,ducts,conduits,wires, and appurtenant meters and equipment
serving the Premises in common with other premises within the Building; (iii) common
pedestrian walkways and landscaped areas; (iv) if the Premises include less than the entire
floor area of any floor of the Building, the common restrooms, corridors, and elevator
lobbies located on such floor and serving the Premises; and (v) all other areas in or about
the Building from time-to-time intended for general use by Tenant and other tenants of the
Building.
2.2 Usable Area
(a) For the purposes of this Lease, "Usable Area" means, with respect to the Premises or any
space removed from or added to the Premises,the square footage determined by measuring
the entire floor area of the Premises (or such other space)bounded by a line established by
the predominant inside finish of the permanent outside Building walls that abuts the floor
(not from the inside face of the windows) and by the interior surface of corridor walls or
other demising walls. Deductions are not made for columns or other structural elements, or
for partitions subdividing the Premises. Notwithstanding the foregoing, under no
circumstances does the Usable Area include major vertical penetrations such as ventilation
shafts, elevator shafts, stairwells, atria, or lightwells, and their respective enclosing walls,
and it does not include vestibules, elevator-machine rooms, and other building-equipment
areas,janitorial, electrical, and mechanical closets, loading platforms, restrooms, and their
respective enclosing walls, irrespective of whether Tenant occupies a portion of a floor, an
entire floor,or an entire Building.
(b) Landlord acknowledges that Tenant has relied upon Exhibit A-1 in establishing the Usable
Area and that Rent is predicated upon the Premises having a Usable Area equal to or
exceeding the Usable Area of the Premises set forth in § 1.1. Landlord warrants and
represents to Tenant that Exhibit A-1 is complete and accurate in all respects. 1f it is
determined that Exhibit A-1 is not accurate and that the Usable Area of the Premises is
smaller than depicted in Exhibit A-1 by a factor of 1% or more, then, at the option of
Tenant, Landlord and Tenant must modify this Lease to state the actual Usable Area of the
Premises and to adjust Rent downward to reflect the actual Usable Area.
3. RENT:DATE OF OCCUPANCY
3.1 Rent Pint
(a) Tenant agrees to pay, and Landlord agrees to accept, Rent described in § I.I. Equal
monthly installments of Rent are payable on or before the tenth day of the calendar month
for which Rent is due. If the Initial Term commences other than on the first day of a
calendar month or ends other than on the last day of a calendar month, Rent for such
February 2014 Ten-Year office base Page 9
fractional month is prorated. Notwithstanding the second sentence of this paragraph, if the
Initial Term commences other than on the first day of a calendar month, Tenant pays the
prorated Rent for such partial calendar month concurrently with the payment of the
installment for the first full calendar month of the Initial Term.
(b) If any installment of Rent is not paid when due, Landlord is entitled to late-payment
interest on the overdue amount in accordance with and subject to G. L. c. 29, § 29C, and
any regulations or administrative bulletins promulgated under said statute.
3.2 Date of Occupancy: Commencement of Rent Obligation
(a) The obligation of Tenant to pay Rent begins on the Date of Occupancy. The Date of
Occupancy is the earlier of(a) the 15`' day after the Premises are available for Tenant's
occupancy, or (b) the day Tenant actually takes possession of the Premises and begins to
use the Premises for any or all of the Permitted Uses. The Premises are deemed available
for Tenant's occupancy only when (i) Landlord substantially completes all of the
Landlord's Improvements (as defined in § 4.1) in accordance with the provisions of this
Lease, with only Punchlist Items (as defined in § 4.3) excepted, (ii) Landlord provides
Tenant with a copy of a Certificate of Completion issued by the project architect
confirming that the Landlord's Improvements are substantially completed in accordance
with the Working Drawings approved by Tenant, (iii) Landlord provides Tenant with a
copy of the Certificate of Occupancy for the Premises issued by the appropriate municipal
authority, (iv) Landlord provides Tenant with a written certification of a registered engineer
certifying that the Building HVAC system, as designed and constructed, satisfies the
requirements of Exhibit C and that the air distribution system serving the Premises is
properly balanced in accordance with the design intent, as set forth in Exhibit C and the
Working Drawings, (v) Landlord provides Tenant with a copy of each other report,
drawing, and record that is identified in Exhibit C and required before occupancy, and (vi)
Landlord provides Tenant with the certificates of insurance that are required by§ 8.2.
(b) Notwithstanding that Landlord meets all of the requirements set forth in the preceding
paragraph for establishing the Date of Occupancy,the Date of Occupancy is not deemed to
occur before the Completion Date set forth in § 4.3 unless Tenant actually takes possession
of the Premises and begins to use the Premises for any or all of the Permitted Uses before
the Completion Date. Tenant agrees to execute a letter to Landlord confirming the Date of
Occupancy within ten business days after the Date of Occupancy has occurred.
3.3 Tenant's Entry before Term without Ch e
(a) With the prior approval of Landlord, Tenant may enter the Building and Premises before
the Date of Occupancy without payment of any additional sums in order to install telephone
equipment, cabling, furniture, and fixtures, and otherwise to prepare the Premises for
occupancy by Tenant. Landlord must not withhold or delay such approval, provided that
Tenant coordinates Tenant's work with the construction of the Landlord's Improvements
and any other work being performed by Landlord in the Building so as not to interfere with
or increase the cost of such work of Landlord or delay the Completion Date. As a
condition of granting such approval, Landlord has the right to require that a representative
of Landlord accompany Tenant and Tenant's contractors, and Tenant agrees, on behalf of
Tenant and Tenant's contractors,to comply with any and all reasonable directions given by
said representative of Landlord.
Febnmry 2014 Ten-Year Ofhco Lease Page 10
(b) In order to assist Tenant with Tenant's preparation, move into, and occupancy of the
Premises, Landlord must provide Tenant and Tenant's agents and contractors with all
information concerning the Building's structure, systems, utilities, equipment, and services
that Tenant reasonably requests. Landlord must provide such information with reasonable
promptness, whether before or after commencement of the Term.
4. IMPROVEMENTS BY LANDLORD
4.1 Landlord's Improvements
Landlord, at Landlord's sole cost and expense (except as otherwise specifically provided in this
Lease), furnishes all labor and materials necessary to construct the Premises and to make any and
all improvements or alterations to the Building and exterior areas that the Schematic Space Plan
attached as Exhibit B, the Specifications for the Premises attached as Exhibit C, and all other
provisions of this Lease require. All alterations and improvements that Landlord makes in or
about the Premises are the"Landlord's Improvements."
4.2 Working Drawings
(a) Landlord must cause to be prepared, at Landlord's sole cost and expense,working drawings
(the Working Drawings) for the Premises-in their entirety, including,without limitation, all
of the existing conditions and all of the Landlord's Improvements. The Working Drawings
must fix and describe the location, dimensions, and character of the existing conditions and
of the Landlord's Improvements, and conform in all respects to Exhibit B, Exhibit C, and
all other provisions of this Lease. Without limiting the foregoing, each of the requirements
designated"[x]"applies to the Working Drawings:
[ ] An architect, engineer, or both, licensed in the Commonwealth of Massachusetts,
as the applicable code requires or the applicable codes require, must prepare and
stamp the Working Drawings.
(b) The Working Drawings must specifically include,at a minimum:
[ ] Floor plans identifying room and corridor locations, column locations, partition
layout,door and window locations, and structural modifications.
[ ] Electrical plans identifying all panels, devices, and power and telephone system,
servers,and photocopiers.
[ ] Voice/data cabling plans identifying the location of all panels, devices, and
voice/data outlets, and showing locations with reference to walls, closets, columns,
and User Agency's systems furniture telephone system, servers, printers, and
photocopiers.
[ ] Security-system plans identifying the location of all system control panels, system
entry-control devices,and all other devices and contacts.
[ ] Reflected ceiling plans identifying lighting, HVAC supply and return grilles, and
fire-protection devices.
February2014 Ten-Year Office Unse Page I I
[ ] T VAC plans identifying the size and location of all equipment, piping, ductwork,
supply and return grilles,convectors,and radiators.
[ ] Finish schedules and legend of materials,abbreviations,and symbols.
[ ] Fire-protection plans.
j ] Plumbing plans.
[ ] Furniture plans identifying the location of the User Agency's systems furniture
with sufficient detail to enable identification of primary and secondary egress
corridors.
(c) The Working Drawings are subject to the prior written approval of Tenant. Within
weeks after Tenant delivers a fully executed copy of this Lease to Landlord,
Landlord must submit the Working Drawings to Tenant with a transmittal letter (i)
identifying the Premises and the User Agency, (ii) listing each document included in the
Working Drawings that Landlord submits, and (iii) requesting Tenant's approval of the
Working Drawings. Within ten business days after receipt of the Working Drawings,
Tenant must either approve the Working Drawings in writing or notify Landlord in writing
of disapproval, specifying in what respects the Working Drawings are not in conformity
with the requirements of this Lease. if Tenant fails to notify Landlord of disapproval
within said time period,Tenant must be deemed to have approved the Working Drawings.
(d) If Tenant disapproves the Working Drawings, Landlord, within ten business days after
notice of disapproval is given, must submit new or corrected Working Drawings to Tenant.
Any resubmission is subject to Tenant's review and approval in accordance with the
procedure provided in this § 4.2 for an original submission until Tenant fully approves the
Working Drawings. Upon Tenant's written frill approval of the Working Drawings, the
Working Drawings are deemed incorporated into and made a part of this Lease for all
purposes.
(e) At all times, the Working Drawings must conform to good design practice, the
requirements of Exhibits B and C, and all other provisions of this Lease. Without limiting
the foregoing, Landlord must not make any change in the Working Drawings after Tenant
approves the Working Drawings that in any manner reduces the utility, lowers the quality,
or affects the appearance of all or any part of the Landlord's Improvements, increases
Tenant's cost to use and occupy the Premises, or interferes with Tenant's ability to use and
occupy the Premises. Landlord must submit any proposed change in the Working
Drawings to Tenant at least three business days before implementing such change. Any
material change in the Working Drawings requires Tenant's written approval, which
approval is given only if the Working Drawings, as changed, remain in conformity with
Exhibits B and C, good design practice, and all other provisions of this Lease. Landlord
requests, and Tenant approves, any proposed change in the Working Drawings in
accordance with the procedure provided in this § 4.2 for an original submission.
(f) Notwithstanding'any other provision of this Lease, if Tenant requests any change to the
Working Drawings or to the Landlord's Improvements that causes an increase in Rent or
'requires Tenant to pay any additional sum to Landlord or to Landlord's contractors,
Landlord must not make such change,and Tenant has no liability for any cost that Landlord
Febmary 2014 Ten-Year Office Lease Page 12
or any other party incurs in connection with such change, unless and until Landlord and
Tenant execute a written modification of this Lease, specifying such change and the
additional rcnt or other payment that Tenant must make.
(g) It is understood and agreed that Landlord and Landlord's architects and engineers are fully
and completely responsible for all aspects of the design, engineering, and construction of
the Landlord's Improvements. No comments on or approval by Tenant of the Working
Drawings or any other advice or opinions provided by Tenant concerning the design or
construction of the Landlord's Improvements renders Tenant responsible for the design,
engineering, or construction of the Landlord's Improvements, or invests Tenant with any
responsibility for defects or other Building conditions.
4.3 Completion!Date:Tenant Delays_Standard for Substantial Completion
(a) Subject to Tenant Delays and any Force Majeure Event(as defined in § 15), Landlord must
substantially complete all of the Landlord's Improvements Md make the Premises available
for Tenant's occupancy within weeks after delivery of a fully executed
counterpart of this Lease to Landlord(the Completion Date). If,at any time,it appears that
this deadline will not be met, Landlord must notify Tenant immediately, in writing. Such
notice must advise Tenant of each reason for delay and of the new projected Completion
Data
(b) If a Force Majeure Event delays the Completion Date, then the Completion Date, as
modified from time to time, must be extended by the actual number of days that a Force
Majewe Event delays the Completion Date, but in no event can such extension of the
Completion Date for Force Majeure Events exceed 150 days in the aggregate without
Tenant's written consent, which Tenant has the right to withhold for any reason or for no
reason,in Tenant's sole discretion,
(c) If the Completion Date is delayed due to a Tenant Delay, then the Completion Date, as
extended from time to time, must be extended by the actual number of days that such
Tenant Delay delays the Completion Date. For the purposes of this Lease,"Tenant Delay"
means any delay in the Completion Date that is directly and primarily caused by any of the
following acts or omissions of Tenant,provided such act or omission continues for a period
of more than two business days after receipt of notice from Landlord that such act or
omission is likely to cause a delay in the Completion Date:
(i) Tenant's request for special work not included in the Working Drawings that Tenant
previously approved or that this Lease otherwise requires; or
(ii) Tenant's request for a change in the Working Drawings that Tenant previously
approved;or
(iii) Delays in the delivery, installation, or completion of any work that Tenant or
Tenant's contractors perform;or
(iv) Any failure by Tenant to perform any of Tenant's obligations under this Lease.
(d) Such notice must be sent to Tenant in an envelope bearing the following notice printed in
bold-face all-uppercase type at least one-quarter inch high(28-point font):
February 2014 Ten-Year Office Lease Page 13
NOTICE OF TENANT DELAY -
OPEN IMMEDIATELY
(e) The extension of the Completion Date for Tenant Delays is Landlord's sole and exclusive
remedy for Tenant Delays, notwithstanding the provisions of§ 16.8 or any other provision
of this Lease.
(f) The Landlord's Improvements are substantially complete for the purposes of this Lease
only when (i) Landlord performs the work in the Working Drawings approved by Tenant
that Landlord is required to perform, including complete installation of all structural and
mechanical elements, walls, partitions, windows, floor and ceiling coverings, wiring,
fixtures, life-safety systems, decorations, paint, and exterior improvements, with only
Punchlist Items excepted, (ii) Landlord makes the water supply, sewage, heating,
ventilating, air conditioning, and electric facilities available to Tenant in accordance with
the obligations that Landlord assumes under this Lease, and (iii) Landlord has caused the
Premises to be free of debris and construction materials, in a usable and tenantable
condition,and cleaned.
(g) Subject to Tenant Delays and Force Majeure Events only, Landlord must cause the
Landlord's Improvements to be completed in accordance with the Project Schedule annexed
as Exhibit D. Landlord must keep Tenant apprised of the progress of the work that
Landlord performs under this Lease. If there is any delay in the progress of the work of
five days or more, Landlord must notify Tenant of such delay immediately, regardless of
whether Landlord anticipates that such delay causes a delay in the Complction Date. Said
notice must advise Tenant of all changes or adjustments in the Project Schedule,the cause
of each change or adjustment, and the corrective efforts, if any, that Landlord has made,
proposes to make,or both.
(h) If, for reasons other than Tenant Delays or a Force Majeure Event, Landlord does not
substantially complete the Landlord's Improvements and make the Premises available for
Tenant's occupancy by the Completion Date, as extended, and, notwithstanding Tenant's
termination of this Lease as provided in this § 4.3, Landlord must pay any and all costs,
fees, and expenses that Tenant incurs as a result of such delay, including, without
limitation, necessary additional moving and storage costs, expenses incurred to find other
temporary space, and any cost difference between Tenant's Rent under this Lease and the
rent that Tenant incurs during the period of delay by Landlord.
(i) If the Landlord's Improvements are not substantially completed within 60 days after the
Completion Date, as extended for Tenant Delays, a Force Majeure Event, or otherwise by
agreement of Landlord and Tenant,Tenant has, in addition to any other remedies available
to Tenant under this Lease, at law, or in equity, the right to terminate this Lease by giving
Landlord a written Notice of Termination, which right Tenant can exercise immediately or
at any time after the expiration of said 60 days and without further notice. Such
termination of this Lease by Tenant does not relieve Landlord of Landlord's obligation to
pay Tenant any and all costs, fees, and expenses that Tenant incurs as a result of Landlord's
delay in maldng the Premises available for occupancy by Tenant, as provided in the
preceding paragraph, and such termination does not limit any claim for damages to which
February 2014 Ten-Year Office Lease page 14
Tenant is lawfully entitled by reason of Landlord's failure to perform Landlord's
obligations.
(j) Notwithstanding Tenant's consent to any extension of the Completion Date, Landlord must
promptly complete all Punchlist Items, and in every event, Landlord must complete
Punclrlist Items no later than 30 days after the Date of Occupancy. For the purposes of this
Lease, "Punchlist Items" means only minor and insubstantial details of decoration or
mechanical adjustment that do not impair Tenant's ability to use and occupy the Premises in
accordance with the provisions of this Lease. On or before the Date of Occupancy,
Landlord and Tenant must conduct a walk-through of the Premises and must identify, in
writing, all Punchhst Items that Landlord must complete.
(k) The construction of the Landlord's Improvements must be (i) coordinated with any work
being performed by Tenant, provided that such coordination does not materially interfere
with Landlord's construction schedule, delay the Completion Date, or increase the cost of
the Landlord's Improvements, (ii) completed in accordance with the approved Working
Drawings and in a good and workmanlike manner, (iii) performed and completed in
compliance with all applicable laws,ordinances,codes,and regulations, and(iv)performed
and completed at Landlord's sole expense, including the cost of all design work, materials,
labor, and state and local permits. Approval by Tenant of any Working Drawings or
changes in Working Drawings,whether expressly given or resulting from Tenant's inaction,
must never be construed as a waiver of any of the requirements of this paragraph.
4.4 Tenant's Representative,Uler Acy's Re,genpresentative,and Authorized Boresentativ_e
Tenant designates the individuals named in § 1.1 respectively as Tenant's Representative and as
User Agency's Representative. Tenant designates 's Representative
as Authorized Representative, who has full power and authority to make decisions on behalf of
Tenant with respect to matters pertaining to the design and construction of the Landlord's
Improvements, except that Authorized Representative has no authority whatsoever to alter,waive,
or modify any provision of this Lease, which must only be done in accordance with the
provisions of§ 16.3. Landlord must deliver the Working Drawings and any requests for changes
or modifications to the Working Drawings to both Tenant's Representative and User Agency's
Representative. Authorized Representative or Authorized Representative's successor must
communicate to Landlord, in writing, Tenant's approval or disapproval of the Working Drawings
and all other decisions relating to the Landlord's Improvements, and Landlord must rely only
upon written communications received from such individuals unless Tenant otherwise notifies
Landlord in writing.
LANDLORD'S COVENANTS
5.1 Ownershipm 5' ato uthori ebarm t•Pending Proceedings.Changes
Landlord warrants and represents:
(a) Landlord has record title to the premises (or if this Lease is a sublease, Landlord warrants
and represents that Landlord holds a current and valid lease of the premises) of which the
Premises are a part, and that there are no encumbrances affecting the Premises or Building
that would prohibit or interfere with the construction of the Landlord's Improvements or
February2014 Ten-Year Office Luse Page 15
the use of the Premises for the Permitted Uses(or the sublease of the Premises if this Lease
is a sublease).
(b) Landlord's name appears in this Lease exactly as Landlord's name appears on Landlord's
record title to the Premises if Landlord owns the Premises, or exactly as Landlord's name
appears in Landlord's lease if this Lease is a sublease.
(c) Landlord has full legal capacity to enter into this Lease.
(d) If Landlord is not a natural person or natural persons, but Landlord is, rather, a so-called
"creature of the law" (e.g., a corporation, a general or limited partnership, a trust,a limited
liability company, etc.), Landlord is validly organized and existing, Landlord is in good
standing in the state, commonwealth, province, territory, or jurisdiction of Landlord's
organization, and Landlord is authorized and qualified to do business in the state,
commonwealth,province,territory,or jurisdiction in which the Premises are located.
(e) The execution of this Lease is duly authorized, and each person executing this Lease on
behalf of Landlord has full authority to do so and to fully bind Landlord.
(f) Landlord is not debarred or suspended from contracting with the Commonwealth of
Massachusetts under any applicable debarment statute or regulation.
(g) Landlord knows of no pending or threatened action, suit, proceeding, inquiry, or
investigation before or by any judicial court or administrative or law-enforcement agency
against or affecting Landlord or Landlord's properties wherein any unfavorable decision,
ruling, or finding would materially and adversely affect the validity or enforceability of this
Lease or Landlord's ability to carry out Landlord's obligations.
(h) If the status of any warranty and representation by Landlord in this § 5.1 changes or ceases
to be accurate during the Term, Landlord must notify Tenant in writing of each such
change or cessation within ten business days after the occurrence of such change or
cessation and must thereafter, within an additional ten business days, complete and submit
to Tenant all commercially reasonable documentation that is necessary and appropriate to
such change or cessation,all at no cost or expense to Tenant.
5.2 Delivery of Premises:Compliance with Law
Landlord warrants and represents:
(a) Landlord must deliver the Premises to Tenant in good, clean, safe, and occupiable
condition, and otherwise in accordance with the provisions of this Lease, and that the
construction of the Landlord's Improvements and Building common areas to which Tenant
has appurtenant rights, and the use of the Premises by Tenant for the Permitted Uses must
be in full compliance with (i) all applicable overleases, (ii) all requirements of Landlord's
mortgages and insurance policies, (iii) all laws, ordinances, codes, and regulations
(including, without limitation, those pertaining to accessibility for disabled persons) of
governmental authorities with jurisdiction, and (iv) all regulations of the Board of Fire
Underwriters or any similar insurance-rating body or bodies.
(b) Throughout the Term, Landlord must maintain the Premises in good, clean, safe, and
occupiable condition, and otherwise in accordance with the provisions of this Lease, and
Febmary 2014 Ten-Year Office Lease Page 16
the Landlord's Improvements and Building common areas to which Tenant has appurtenant
rights, and the use of the Premises by Tenant for the Permitted Uses must be in full
compliance with(i)all applicable overleases, (ii) all requirements of Landlord's mortgages
and insurance policies, (iii) all laws, ordinances, codes, and regulations(including, without
limitation, those pertaining to accessibility for disabled persons) of governmental
authorities with jurisdiction, and (iv) all regulations of the Board of Fire Underwriters or
any similar insurance-rating body or bodies.
(c) If, at any time, any governmental authority with jurisdiction or the Board of Fire
Underwriters or any similar insurance-rating body notifies Landlord or Tenant that all or
any part of the Premises or Building is not constructed or maintained in compliance with
any applicable law, ordinance, code, or regulation, and demands compliance, then
Landlord, upon receipt of such notification, promptly must cause such repairs, alterations,
or other work to be done so as to bring about the compliance demanded. Landlord has the
right to defer compliance so long as Landlord contests the validity of any such law, order,
or regulation in good faith and by appropriate legal proceedings,provided that such failure
to comply must not in any way interfere with Tenant's use of the Premises for the Permitted
Uses, subject Tenant or Tenant's employees or invitees to any increased risk of injury to
their persons or property, adversely affect any other right of Tenant under this Lease, or
impose any additional obligation upon Tenant.
5.3 Quiet Enjoyment
(a) Landlord warrants and covenants that as long as there is no Event of Default(as defined in
§ 9.1)by Tenant under this Lease, Tenant must have peaceful and quiet use and possession
of the Premises without hindrance or interruption on the part of Landlord or any other
person for whose actions Landlord is legally responsible, or by any person claiming by,
through,or under Landlord.
(b) At reasonable times and without unreasonably interfering with Tenant's use, occupancy,
and enjoyment of the Premises, Landlord and Landlord's agents have the right to enter the
Premises to make repairs or to view the Premises. Landlord must give Tenant a minimum
notice of 48 hours for such visits (Landlord has the right to give such notice by telecopier
(fax) in the case of minor repairs taking one day or less to complete, or in the case of
viewing the Premises);provided,however,that Landlord has the right to enter the Premises
at any hour and without the 48-hour notice in the case of an emergency affecting the
Premises.
(c) Landlord has the right to enter for the purpose of showing the Premises to prospective
tenants only during the last six months of the Term. Landlord must notify Tenant
(Landlord has the right to give such notice by telecopier (fax)) at least 24 hours before
showing the Premises to prospective purchasers,tenants, or other parties.
5.4 Correction of Defective Work:Repair of Ppoe ses and Building
(a) During the Term, Landlord must promptly correct, repair, or replace any defective aspects
of the Landlord's Improvements of which Landlord becomes aware after the Date of
Occupancy(Latent Defects).
(b) Subject to Landlord's obligation to correct Latent Defects, Landlord must keep and
maintain the Premises, including, without limitation, all equipment and fixtures that
February 2014 Ten-Year Office Lease Page 17
Landlord furnishes as part of the Landlord's Improvements (whether located within or
outside of the Premises) in such good repair, order, and condition as the same are in at the
beginning of the Term, reasonable wear and tear,damage that fire or other casualty causes
(except as provided in§ 7.1), and damage that Tenant's negligence, Tenant's breach of this
Lease, or Tenant's willful misuse causes excepted. Without limiting the foregoing, but
subject to any additional or limiting provisions of Exhibit C,Landlord's obligations include
repair of broken glass, doors, floor coverings, interior walls and partitions, ceiling tiles,
plumbing and lighting fixtures, locks, fire protection equipment, heating, ventilation, and
air conditioning equipment, and cabling. Landlord must make such repairs to the roof,
foundation, exterior walls, floor slabs, and common areas and facilities of the Building,
including finishes, as are necessary to keep them in good condition.
(c) Landlord must make routine repairs, corrections, and replacements to the Premises, to any
of the Landlord's Improvements outside of the Premises, or to any other portion of the
Building within five business days after Landlord discovers or Tenant notifies Landlord or
Landlord's authorized representative of the condition requiring repair, correction, or
replacement, or within such shorter time period as applicable law, code, or regulation
requires. A routine repair, correction, or replacement is any repair, correction, or
replacement that is not an emergency repair, correction, or replacement as defined in § 5.4
(d).
(d) Landlord must make emergency repairs, corrections, and replacements to the Premises, to
any of the Landlord's Improvements outside of the Premises, or to any other portion of the
Building immediately upon Landlord's discovery of or Tenant's notice to Landlord or to
Landlord's authorized representative of the condition requiring repair, correction, or
replacement. An emergency repair, correction, or replacement is any repair, correction, or
replacement that is required to remove an immediate threat to the life, health, or safety of
any person or property upon the Premises or the appurtenant areas described in§2.1.
(e) Landlord must complete all repairs,corrections,and replacements(i) at Landlord's sole cost
and expense,except as provided by this § 5.4, (ii) in a good and workmanlike manner, (iii)
with respect to repairs, corrections, and replacements of the Premises and the Landlord's
Improvements only, with materials of equal or better quality than the original, and (iv) in
compliance with all applicable laws, ordinances,codes, and regulations.
(f) In (i) scheduling and carrying out the repairs that this Lease requires, (ii) making any
optional repairs, alterations, or improvements to the Building or Premises, and (iii)
performing routine maintenance of Building systems, fixtures, or equipment, Landlord
must make all reasonable efforts to minimize interference with Tenant's access to and use
of the Premises. If any such repairs or maintenance by Landlord causes Tenant to be
deprived of the use or quiet enjoyment of all or a material portion of the Premises for a
period of more than two consecutive business days, Rent for each succeeding day must be
abated in proportion to the deprivation unless said repairs or maintenance are required due
to damage caused by the negligence,breach of this Lease, or willful misconduct of Tenant
or Tenant's agents or contractors.
5.5 Delivery of Services and Utilities
Landlord must furnish janitorial and other services, utilities, facilities, and supplies, as set forth in
Exhibit C.
February 2014 Ten-Year Offiee[.ease Page!8
5.6 Hazardous Substance
(a) Landlord represents that Landlord has no Imowledge of, and has not received any notice of,
the current or past existence of any material, currently considered to be a Hazardous
Substance,that is existing, deposited, or discharged on or from, or transported to, from, or
across, or migrating toward or across the Premises, the Building, or the land upon which
the Building is located. For purposes of this Lease, Hazardous Substance means (i) any
"hazardous substance," "hazardous material," "toxic substance," "hazardous waste,"
"hazardous pollutant," or "toxic pollutant," oil, asbestos, urea formaldehyde foam
insulation, or "solid waste," as presently defined or otherwise denominated as hazardous,
toxic, or a pollutant or a special waste in the Comprehensive Environmental Response,
Compensation,and Liability Act of 1980,as modified from time to time(42 U.S.C.9601 et
M.) (CERCLA), the regulations promulgated under CERCLA, and the Hazardous
Materials Transportation Act (49 U.S.C. 1801 et -M.); (ii) any additional substance or
material that is incorporated in or added to the definition of"hazardous substance"for the
purposes of such laws; (iii) a substance listed in the United States Department of
Transportation Table (49 CFR 172.101, as modified) or by the Environmental Protection
Agency (or any successor agency) as a hazardous substance (40 CFR Part 302, as
modified); (iv) any hazardous waste or solid waste, as defined in the Resource
Conservation and Recovery Act of 1976, as modified by the Hazardous and Solid Waste
Amendments of 1984(42 U.S.C.A. 6901 et M);(v)any material, waste, or substance that
is (A) petroleum, (B) asbestos or an asbestos-containing material, (C) polychlorinated
biphenyls, (D) urea-formaldehyde (UFFI) or UFFI-containing material, (E) radon, (F)
designated as a"hazardous substance"pursuant to § 311 of the Clean Water Act(33 U.S.C.
1251 et sou.), or listed pursuant to § 307 of the CIean Water Act (33 U.S.C. 1317); (G)
flammable explosive; or (H) radioactive material; and (vi) any additional substance or
material that is considered to be a "hazardous substance," "hazardous material," "toxic
substance," "hazardous waste," "solid waste," or regulated substance or material
(including,without limitation, any asbestos-containing material)under any state,federal,or
local law, rule,or regulation governing health, safety,natural resources, or the environment
relating to the Premises, the Building, or the land upon which the Building is located,
including, without limitation, G. L. c. 21E (being the Massachusetts Oil and Hazardous
Materials Release and Prevention Act) and the definitions of oil and/or hazardous material
promulgated thereunder, G. L. c. 21 C, Title 5 of the State Environmental Code, G. L. c.
111, 150A, and any hazardous and inflammable substance regulated under G. L. c. 148.
Each reference in this Lease to law,a rule,a regulation,etc., whether specific or general,is
to law,a rule,a regulation,etc.,that is currently in effect,as modified or supplemented.
(b) Landlord agrees that Landlord must not cause or permit any Hazardous Substance to be
used,generated,stored,or disposed of on,under,or about,or transported to,from,or across
the Premises, the Building, or the land upon which the Building is located, or to migrate
toward the Premises, the Building, or the land upon which the Building is located,
provided, however,that this does not (i)prohibit Landlord from permitting other tenants of
the Building from using any Hazardous Substance subject to the same provisions that are
applicable to Tenant, or (ii) prohibit Landlord and Landlord's contractors from using
necessary amounts of cleaning fluids, pesticides, gasoline, solvents, or similar supplies
necessary to carry out Landlord's construction, repair, and maintenance obligations under
this Lease, any of which constitutes a Hazardous Substance, provided that such use,
including storage and disposal, by Landlord is in compliance with the manufacturers'
instructions and recommendations for the safe use of such products, and with all laws,
rules,regulations,judgments,decrees,orders, licenses,permits, authorizations,agreements,
February 2014 Tan-Year Office Limse Page 19
and other restrictions or requirements of governmental authorities relating to the
environment,safety,or any Hazardous Substance.
(c) Landlord must promptly take or cause others to take all actions that are necessary to assess,
remove, and/or remediate each Hazardous Substance that is on, under, or migrating toward
the Premises, Building, or land upon which the Building is located (unless generated by
Tenant), as and to the extent required by all laws, rules, regulations, judgments, decrees,
orders, licenses, permits, authorizations, agreements, and other restrictions or requirements
of governmental authorities relating to the environment or any Hazardous Substance.
Landlord must also take all actions required to prevent such Hazardous Substance from
causing injury or damage to Tenant and Tenant's employees, agents, contractors, and
invitees, or if injury or damage cannot be prevented,to minimize such injury or damage to
the greatest extent possible.
(d) Landlord must indemnify, save harmless, and defend, under the direction of the Attorney
General of the Commonwealth of Massachusetts in accordance with G. L. c. 12, § 3,
Tenant from all liability, claim, or cost (including reasonable costs of legal counsel and
response costs as defined under CERCLA) resulting directly or indirectly from any
Hazardous Substance(i)on or under the Premises,the Building,or the land upon which the
Building is located before the Date of Occupancy, or(ii)after such date with respect to any
Hazardous Substance that Landlord, Landlord's employees, agents, independent
contractors, or invitees(that include, for the purposes of this § 5.6, any other tenant of the
Building, but only if Landlord knowingly permits such tenant to carry out activities
involving a Hazardous Substance in breach of Landlord's obligations in this § 5.6)
release(s) or place(s) on or under the Premises, the Building, or the land upon which the
Building is located. This indemnity survives termination of this Lease. Promptly upon
discovery, Tenant must notify Landlord in writing of any fads or circumstances that give
rise to any claim by Tenant.
6. TENANT'S CQMANTS
6.1 Use of Premises
(a) Tenant must use the Premises only for the Permitted Uses set forth in § 1.1, provided,
however, that Tenant has the right to use the Premises for other purposes if such use(i) is
compatible with the other uses of the Building,(ii)does not materially increase the amount
of visitor or employee traffic to and from the Premises, (iii) does not materially increase
Landlord's cost to provide the services (including, without limitation, repairs and
maintenance of the Premises and Building) that this Lease requires or any other services
currently provided to tenants of the Building, and(iv)is otherwise compatible with all other
obligations of Tenant under this Lease.
(b) Tenant must not cause or permit any nuisance in the Building and must not conduct any
activity within the Premises or Building that interferes with the rights of other tenants or
occupants of the Building.
(c) Tenant covenants and agrees that Tenant must not do or permit anything to be done in or
upon the Premises or Building, or bring anything on the Premises or Building that increases
the rate of insurance on the Premises or Building above the standard rate applicable to
Premises occupied for the Permitted Uses, or that voids such insurance. Tenant further
February 2014 Ten-Year Office Lase Page 20
agrees that if Tenant does any of the foregoing, Tenant must promptly pay to Landlord, on
demand, any resulting increase as additional rent, or Tenant must cease all activities that
cause the increase or the voiding.
6.2 Care of Premises
Tenant must not injure, deface, or commit waste in the Premises or any part of the Building.
Tenant must exercise reasonable care to ensure that all systems, fixtures, and equipment that
Landlord installs are used only for their respective intended purposes and that the electrical,
mechanical, and structural systems of the Building and the Premises are not overloaded. Tenant
must notify Landlord promptly of any damage to the Premises, malfunction of a system or
fixture, or any other condition that requires repair by Landlord.
6.3 Hazardous Substance
(a) Tenant agrees that Tenant must not cause or permit any Hazardous Substance to be used,
generated, stored, or disposed of on, under, or about the Premises, or to be transported to,
from,or across the Premises.
(b) Nothing in this Lease prohibits Tenant from using minimal quantities of cleaning fluid and
office or household supplies that constitute(s) a Hazardous Substance but are customarily
present in and about premises used for the Permitted Uses, provided that Tenant's use,
including storage and disposal of such cleaning fluid and office or household supplies, is in
compliance with all applicable laws,rules,regulations,judgments,decrees,orders,licenses,
permits,authorizations, agreements, and other restrictions or requirements of governmental
authorities relating to the environment or any Hazardous Substance.
(c) If Tenant or Tenant's employees, agents, independent contractors, or invitees cause(s) the
release or threatened release of any Hazardous Substance from the Premises, Tenant must
promptly notify Landlord and,without cost to Landlord, take such action,or cause others to
take such action, as is necessary to assess,remediate, or remove any Hazardous Substance,
as and to the extent required by all applicable laws, rules, regulations,judgments, decrees,
orders, licenses,permits, authorizations, agreements, and other restrictions or requirements
of governmental authorities relating to the environment or any Hazardous Substance.
6.4 Compliance with Applicable Laws and Removal of Liens
Tenant must comply with all laws, orders, and regulations of federal, state, county, and city
authorities, and with any of Landlord's rules and regulations that are set forth in this Lease or that
Landlord establishes, provided that they do not conflict with the provisions of this Lease, and
further provided that they are delivered to Tenant and to the User Agency in the manner required
for notices. Tenant has the right to defer compliance so long as Tenant contests in good faith the
validity of any such law, order, or regulation by appropriate legal proceedings and first gives
Landlord appropriate assurance, reasonably satisfactory to Landlord, against any loss, cost, or
expense on account of such deferral, and provided that such contest must not subject Landlord to
criminal penalties or civil sanctions, loss of property, liens against property, or civil liability.
Tenant must not cause or allow any liens of any kind to be filed against the Premises. If any liens
are filed,within 15 days after receiving written notice of such filing,Tenant,at Tenant's sole cost
and expense, must take whatever action is necessary to cause such lien to be bonded off or
released of record without cost to Landlord.
February 2014 Ten-Year Office Rase Page 21
6.5 Assignment and Sublettin>x
(a) Tenant must not assign, sublet,mortgage,pledge,or encumber this Lease(the result of any
such action being referred to as a "Transfer") without Landlord's prior written consent,
which Landlord must not unreasonably withhold, condition, or delay. Without limiting the
foregoing, Landlord and Tenant agree that Landlord has the right to withhold Landlord's
consent to any proposed Transfer to a transferee who, by reputation, financial strength, or
expected use, is not compatible with the other tenants in the Building, or whom Landlord,
in Landlord's reasonable business judgment, does not deem to be an acceptable credit risk.
By valid written instrument, any transferee must expressly assume, for the transferee and
the transferee's successors and assigns, and for the benefit of Landlord, all of the
obligations of Tenant under this Lease. Following such transfer, Tenant has no further
obligations of Tenant under this Lease.
(b) Any request by Tenant for Landlord's consent to a Transfer must include (i) the name of
the proposed transferee; (ii) the nature of the transferee's business and proposed use of the
Premises; (iii) complete information as to the financial conditions and standing of the
proposed transferee; and (iv) the provisions of the proposed Transfer. Tenant must
promptly supply such additional information about the proposed Transfer and transferee as
Landlord reasonably requests. Landlord also has the right to meet and interview the
proposed transferee.
(c) Landlord must advise Tenant in writing whether or not Landlord consents to a proposed
Transfer within 30 days of receiving Tenant's request for such consent. If such consent is
withheld, Landlord must specify the reasons, in writing, to Tenant. If Landlord fails to so
notify Tenant within said time period, Landlord is deemed to have given Landlord's
consent to the proposed Transfer.
(d) The express or implied consent by Landlord to any Transfer does not constitute a waiver of
Landlord's right to prohibit any subsequent Transfer.
(e) As used in this Lease, "assign" or"assignment" includes,without limitation,any transfer of
Tenant's interest in the Lease by operation of law.
(f) Notwithstanding any contrary provisions of this § 6.5, in connection with any proposed
Transfer, Landlord has the right to cancel and terminate this Lease if Tenant's request is to
assign the Lease or to sublet more than 80% of the Premises; or, if Tenant's request is to
sublet a portion of the Premises only, to cancel and terminate this Lease with respect to
such portion of the Premises for the proposed duration of the sublease. Landlord must
exercise this right in writing within 30 days of receiving Tenant's request for Landlord's
consent to a proposed Transfer, and in each case, such cancellation or termination must
occur as of the effective date of the proposed Transfer. In such event, Tenant must permit
Landlord to enter into a direct lease with the proposed transferee.
(g) Landlord acknowledges and agrees that the use or occupation of all or part of the Premises
by an agency of state government other than the User Agency named in § 1.1, or the
substitution of another agency of state government for the User Agency named in § 1,1, is
not a Transfer, provided that the Premises continue to be used for the Permitted Uses.
Nevertheless, Tenant must advise Landlord, in writing, if any agency of state government
other than the User Agency named in § 1.1 uses or occupies all or any portion of the
February 2014 Ten-Year Office Craw Page 22
Premises, or if there is a substitution of any agency of state government for the User
Agency named in§ 1.1.
6.6 Alterations and Additions
(a) Tenant has the right to make non-structural alterations or additions to the Premises (Tenant
Alterations),provided that Tenant must first obtain Landlord's prior written consent, which
Landlord must not unreasonably withhold, condition, or delay. Without limiting the
foregoing, Landlord has the right to withhold Landlord's consent to any proposed Tenant
Alterations that would violate,any law, ordinance, code, or regulation of governmental
authorities with jurisdiction, or any regulation of the Board of Fire Underwriters or any
similar insurance rating body or bodies, or that would materially and adversely affect the
appearance or value of the Building, or the mechanical, electrical, sanitary, or any other
system of the Building.
(b) As a condition to giving Landlord's consent to Tenant Alterations,Landlord has the right to
require that Tenant remove all or a portion of Tenant Alterations at the expiration or earlier
termination of this Lease, provided that Landlord must designate all such items to be
removed at the time Landlord gives Landlord's consent.
(c) As a fiuther condition for Landlord's consent,Landlord has the right to require that, before
the commencement of the work,Tenant submit to Landlord, for Landlord's approval,plans
and specifications that reasonably identify and describe proposed Tenant Alterations.
Landlord must review Tenant's plans and specifications, and inform Tenant, in writing, of
Landlord's approval or disapproval within ten business days after submission by Tenant. IT
Landlord disapproves, Landlord must identify, in writing, each reason for disapproval and
identify, in writing, each modification that must be made by Tenant in order to obtain
Landlord's approval. If Landlord fails to so inform Tenant of disapproval within ten
business days after submission by Tenant or fails to so identify each modification that is
necessary to obtain Landlord's approval, Tenant's plans and specifications are deemed
approved.
(d) Tenant must(i)do all such Tenant Alterations at reasonable times and in such manner so as
not to unreasonably disturb other tenants of the Building, (ii) complete all such Tenant
Alterations in accordance with any plans and specifications that Landlord approves and in a
good and workmanlike manner, with materials in quality at least equal to the then-present
construction, (iii) cause contractors that Landlord approves to perform all such Tenant
Alterations, provided that Landlord's approval is not required for any contractor that
Tenant selects pursuant to applicable public bidding laws of the Commonwealth of
Massachusetts, (iv) perform and complete all such Tenant Alterations in compliance with
all applicable laws, ordinances, codes, and regulations of governmental authorities, and
with regulations of the Board of Fire Underwriters or any similar insurance body or bodies,
and (v) perform and complete all such Tenant Alterations at Tenant's sole expense,
including the cost of all design work, materials, labor, and state and local permits.
Landlord's approval of any plans and specifications,or changes in plans and specifications,
whether expressly given or resulting from Landlord's inaction, must never be construed as
a waiver of any of the requirements of this paragraph.
(e) At all times during the construction of any Tenant Alterations,Tenant must cause Tenant's
contractors and any subcontractors to maintain Workers' Compensation insurance covering
the persons employed in connection with such Tenant Alterations as required by law and, if
February 2014 Ten-Year Office It= Page 23
the estimated construction cost of such Tenant Alterations exceeds $25,000, to secure and
maintain (i) commercial general liability insurance for the mutual benefit of Landlord and
Tenant, with limits that Landlord reasonably establishes, to protect against the risks or
nature of the construction to be undertaken,or with limits customarily carried in connection
with similar work undertaken in buildings similar to the Building in the same locality, and
(ii) such builders-risk insurance protecting the interests of Landlord and Tenant against
damage resulting from such Tenant Alterations in amounts that Landlord reasonably deems
necessary. Tenant must not permit Tenant's contractors or any subcontractor to commence
any work until all required insurance coverage has been obtained, and certificates
evidencing such coverage have been delivered to and approved by Landlord. Each
insurance policy must be with a company authorized to do business in Massachusetts and
must provide that Landlord be given at least 20 days prior, written notice of any alteration
or termination of coverage.
(f) Landlord has the right to inspect the work as the work progresses and to require Tenant to
remove any Tenant Alterations that do not conform to the approved plans and
specifications. Tenant must not permit any mechanic's liens or similar liens to remain upon
the Premises for labor and materials furnished to Tenant, and Tenant must promptly cause
any such lien to be released of record or bonded off without cost to Landlord.
(g) All Tenant Alterations must remain the exclusive property of Tenant until Tenant vacates
the Premises. At any time, at Tenant's sale option, Tenant has the right to remove any
Tenant Alteration and restore the Premises to the same conditions as before the Tenant
Alteration, reasonable wear and tear, and damage by fire or other casualty, excepted. Any
Tenant Alteration remaining on the Premises after Tenant vacates the Premises becomes
the property of Landlord without payment.
6.7 Yield Up at Termination of Leas
At the expiration or other termination of this Lease, Tenant must remove all of Tenant's effects
from the Premises. Tenant must surrender and deliver up the Premises to Landlord in the
condition in which Tenant is required to maintain the Premises, as set forth in this Lease,
reasonable wear and tear,and damage by fire or other casualty, excepted. Any personal property
of Tenant remaining upon the Premises after Tenant has surrendered possession of the Premises
becomes the property of Landlord. If Landlord removes and disposes of any remaining property,
Tenant agrees to pay the reasonable costs of removal and disposal, less any salvage value that
Landlord actually recovers,provided that such claim is submitted to Tenant,in writing,within 30
days after Tenant vacates the Premises.
7. CASUALTY:EMINENT DOMAIN
7.1 Fire or Other Casualty
(a) If fire or other casualty damages the Premises or any other portion of the Building to which
Tenant has appurtenant rights under§ 2.1 (and that is necessary for reasonable access to or
egress from the Premises,or for Tenant's use and enjoyment of the Premises, as this Lease
contemplates), then,subject to the next paragraph, Landlord must proceed with diligence to
establish and collect all valid claims that arise against insurers and any other potentially
responsible party,based upon any such damage and, subject to the then applicable building
codes, zoning ordinances, and other legal requirements, Landlord must proceed with
February 2014 Tea-Year Office]rase Page 24
diligence to repair such damage or destruction and to restore the Premises and Building to
their condition before such casualty, at Landlord's sole expense. Notwithstanding the
forgoing, Landlord has no duty to repair any damage to any Tenant Alterations unless the.
damage was caused by the negligence, breach of this Lease, or willful misconduct of
Landlord.
(b) Notwithstanding the preceding paragraph, if either Landlord or Tenant determines, in
Landlord's or Tenant's commercially reasonable business judgment, that Landlord cannot
be expected to repair the datnage to the Premises or to the Building within 120 days from
the date of the fire or other casualty, due to the character of such damage, or if the
remainder of the Term is less than one year,then either Landlord or Tenant has the right to
terminate this Lease. Tenant also has the right to terminate this Lease if Landlord, having
notified Tenant of Landlord's intention to repair the damage to the Premises or Building,as
provided in this Lease, fails to complete such repairs within 120 days after a fire or other
casualty. If neither Landlord nor Tenant exercises a right to terminate this Lease, as
provided in this § 7.1, Landlord must provide Tenant with substitute Premises for the
affected portion of the Premises for no additional Rent, sufficient and adequate for Tenant
to conduct business in a commercially reasonable manner, and must bear any relocation
expenses incurred by Tenant for relocation from the original Premises to the substitute
Premises, and back to the original Premises,provided that Tenant must continue to pay the
Rent.
(c) The rights of Landlord and Tenant to terminate this Lease if there is a fire or other casualty
are subject to the following notice provisions: Within 30 days after the occurrence of a fire
or other casualty, Landlord must notify Tenant of Landlord's election to terminate this
Lease in accordance with the preceding paragraph. Tenant must notify Landlord of
Tenant's election to terminate this Lease in accordance with the preceding paragraph (i)
within 30 days after the occurrence of a fire or casualty or (ii) within 30 days after the
expiration of the 120-day period given to Landlord to repair the Premises if this Lease is
not terminated and Landlord fails to complete such repair within said 120-day period. Any
such termination of this Lease by Landlord or Tenant is effective no earlier than 30 days
after the giving of notice. Unless so terminated,this Lease remains in full force and effect,
subject,however,to other provisions of this§ 7.1.
(d) If any damage to the Premises or the Building, or if Landlord's repair of either or both
(i) renders any part of the Premises unfit for Tenant's use and occupancy or otherwise
prevents Tenant's use and occupancy of such part of the Premises,or(ii)causes a material
cessation or reduction in Landlord's Services (as identified in Exhibit Q under this Lease,
and (iii) Tenant continues to use and occupy the unaffected portion of the Premises, a
proportionate amount of Rent must be abated (unless Tenant has been relocated to
substitute premises as set forth in (b) above) until the affected portion of the Prerises,
Landlord's Services, or both has or have been restored as required under this Lease unless
Tenant has relocated to substitute premises as provided by§ 7.1 (b).
7.2 Eminent Domain
(a) If all or any substantial part of the Premises or the Building is taken for any public or quasi-
public use under governmental law or by right of eminent domain (the Taking), this Lease
terminates at Landlord's election, which Landlord has the right to make notwithstanding
the divestiture of Landlord's entire interest in the Building. Tenant has the right to
terminate this Lease if the Taking would materially interfere with Tenant's use and
February 2014 Ten-Year Office Lase Page 25
occupancy of the Premises(even if Landlord reconstructs the Premises and Building to the
maximum extent practicable in the case of a partial Taking), or, in the case of a partial
Taking, if(i) Tenant determines, in Tenant's reasonable business judgment, that Landlord
cannot reasonably be expected to complete, within 150 days from the date of the Taking,
any reconstruction of the Premises,of the Building,or of both that is necessary for Tenant's
use and occupancy of the Premises in accordance with the provisions of this Lease, or(ii)
Landlord, having elected not to terminate the Lease, fails to complete such reconstruction
within 150 days after the Taking.
(b) The foregoing rights of Landlord and Tenant to terminate this Lease if there is a Taking is
subject to the following notice provisions: Within 30 days after a Taking of all or a
substantial part of the Premises or the Building,Landlord must notify Tenant of Landlord's
election to terminate the Lease in accordance with the preceding paragraph. Tenant must
notify Landlord of Tenant's election to terminate the Lease within 30 days after the Taking,
or within 30 days after the expiration of the 150-day period given to Landlord to restore the
Premises after a partial Taldng if this Lease is not terminated and Landlord has failed to
complete such restoration within said 150-day period. Any such termination of the Lease
by Landlord or Tenant is effective no earlier than 30 days after the giving of notice. Unless
terminated pursuant to the foregoing provisions,this Lease remains in full force and effect,
subject,however to other provisions of this § 7.2.
(c) if Landlord does not terminate this Lease after a Taking, or if the Taking effects less than
all or a substantial part of the Premises or the Building, Landlord must proceed with
diligence to establish and collect all valid claims that arise against the Taldng authority or
others and,subject to the then-applicable building codes,zoning ordinances,and other legal
requirements, Landlord must proceed with diligence to restore the Premises and the
Building, or their remains,as nearly as practicable to their condition before such Taking,at
Landlord's sole expense,subject,however,to the extent of the proceeds from the Taking.
(d) If any Taking of the Premises or the Building or if Landlord's restoration of either or both
(i) reduces the Usable Area of the Premises, (ii) renders any part of the Premises unfit for
Tenant's use and occupancy, or otherwise materially interferes with Tenant's use and
occupancy of the Premises, or(iii) causes a material cessation or reduction in Landlord's
Services under this Lease (even if Tenant continues to use and occupy the Premises), Rent
or a just portion of Rent must be abated until the Premises or their remains, such services,
or all of them are restored, as this Lease requires. In the case of a Taking that reduces the
Usable Area of the Premises, interferes with Tenant's use and occupancy of the Premises,
or materially diminishes Landlord's Services on a permanent basis, a just portion of Rent
must be abated for the remainder of the Term.
(e) Landlord reserves all rights to any damages or compensation payable by reason of any
Taking, and Tenant grants to Landlord all of Tenant's rights to such damages or
compensation, and covenants to execute and deliver such further instruments as Landlord
requests from time to time in order to obtain such damages or compensation, provided,
however, that Tenant reserves for Tenant any award specifically reimbursing Tenant for
moving or relocation expenses, and any other award, the payment of which does not
diminish the amounts otherwise payable to Landlord.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
February 2014 Ten-Year Office tense Page 26
8. INDEMNIFICATION AND INSURANCE
8.1 Indemnification of Tenant by Landlord
Under the direction of the Attorney General of the Commonwealth of Massachusetts in
accordance with G. L. c. 12, § 3, Landlord must indemnify, save harmless, and defend Tenant
from any and all liability, claim, or cost arising, in whole or in part, out of any injury, loss, or
damage to any person or property while on or within the Premises,Building,or appurtenant areas
if caused by any negligence, breach of this Lease, or willful misconduct of Landlord or
Landlord's employees, agents, contractors, servants, or invitees. This indemnity and hold-
harmless agreement includes indemnity against all costs, expenses, and liabilities that Tenant
incurs in connection with any such injury, loss, or damage, or any such claim, or any proceeding
brought thereon or in defense thereof, including, but not limited to, reasonable legal fees and
expenses charged by public or private counsel that Tenant employs. This indemnity survives the
Expiration Date.
8.2 Insurance Coverage to be Maintained by Landlord
(a) At all times after the Date of Occupancy and during the Term,Landlord,at Landlord's sole
cost and expense, must keep in force a commercial general liability insurance policy
insuring Landlord against all claims and demands for personal injury or damage to property
that are claimed to have occurred upon or about the Premises, Building, or appurtenant
areas. This policy must be written on an occurrence basis to provide protection in an
amount not Iess than $2,000,000 combined-single-limit for personal injury, death, and
property damage, with a so-called "broad-form" endorsement and contractual liability
coverage insuring Landlord's performance of the indemnity agreement set forth in § 8.I.
This policy also must name Tenant as an additional insured, but only if(i) Tenant occupies
at least 20% of the tenanted portion of the Building using Landlord's generally applicable
standard of measurement, or (ii) the Usable Area of the Premises exceeds 20,000 square
feet.
(b) Landlord also must maintain casualty insurance for the Building(including all fixtures and
equipment that Landlord installs, and all alterations and additions that Landlord makes)
insuring Landlord against loss or damage that fire and other risks, which are customarily
contemplated by"all-risks"endorsements of insurance policies,cause(with such additional
endorsements as are necessary to include coverage for vandalism and malicious conduct,
floods, boiler explosions, water damage from boilers, plumbing, etc., earthquakes, debris
removal, and demolition), in an amount equal to 100% of the replacement cost of the
Building and the Building's fixtures and equipment.
(c) At all times during the Term, Landlord must maintain, and must cause Landlord's
contractors and any subcontractors to maintain, Workers' Compensation insurance, as
required by law, covering each person who is employed by Landlord, and by Landlord's
contractors and any subcontractors, to provide labor, services, or both in connection with
the Premises,the Building,the property on which the Building is situated, or in connection
with any combination of two or more of the Premises, the Building, and the property on
which the Building is situated.
Febmary 2014 Ten-Year Offiee Lease page 27
(d) Landlord must take out each insurance policy with insurers qualified to do business in the
Commonwealth, and each such insurance policy must have only such deductibles as are
reasonable and customary.
(e) On or before the Date of Occupancy, Landlord must provide Tenant with a certificate of
insurance, in a form reasonably satisfactory to Tenant, for each required policy of
insurance, and must provide Tenant with a certificate evidencing renewal of each such
policy at least 20 days before the policy's expiration. If Tenant is named as an additional
insured under Landlord's commercial general liability insurance policy, Landlord must
provide Tenant with an endorsement issued by the underwriter showing Tenant as an
additional insured under the policy and providing that the policy must not be canceled,
terminated, reduced, or changed in any material respect without at least 20 days prior
written notice to Tenant.
8.3 Tenant's Self-Insurance
Landlord and Tenant acknowledge and agree that Tenant is self-insured and that this Lease does
not require Tenant to procure or maintain insurance of any kind for payment of damages to
Landlord or to any other party. Notwithstanding any other provision of this Lease, but subject to
the provisions of§ 13.1, the provisions of G. L. c. 258 and any successor statute govern Tenant's
liability for injuries to persons or property.
8.4 Tenant's Personal_ ;Assumption of Risk
All of the fim► iishings, equipment, effects, and personal property of every kind and nature of
Tenant, and of all persons claiming by, through, and under Tenant, that, during the Term, are on
the Premises or in the Building at the sole risk and hazard of Tenant, except for damage or loss
caused by Landlord's negligence, breach of this Lease, or willful misconduct. If fire, water, or
other casualty destroys or damages the whole or any part of such personal property, no part of
such loss or damage is to be charged to or to be borne by Landlord unless such loss or damage is
due to the negligence,breach of this Lease,or willful misconduct of Landlord.
8.5 Waiver of Subrogation
To the extent that insurance proceeds are actually recovered under insurance maintained by or for
the benefit of Landlord or Tenant (Tenant being under no obligation to maintain any insurance),
Landlord and Tenant each releases the other from any and all liability paid for on account of such
proceeds, and to such extent (and only to such extent), each waives all claims by way of
subrogation. All insurance that is carried by Landlord with respect to the Premises, whether or
not required by this Lease, must include provisions that deny to the insurer acquisition by
subrogation of rights of recovery against Tenant to the extent such rights have been waived by
Landlord, insofar as and to the extent that such provisions may be effective without making it
impossible for Landlord to obtain insurance coverage from responsible companies qualified to do
business in Massachusetts,even though extra premium may result from such provisions.
9. D TALI,T
9.1 Event of Default by Tenant
Each of the following is an"Event of Default"by Tenant:
February 2014 Tan-Year Office Lease Page 29
(a) Tenant fails to pay, when due, any sum of money due to Landlord by Tenant under this
Lease, whether such sum is an installment of Rent or any other payment or reimbursement,
and such failure continues for a period of ten business days after written notice from
Landlord.
(b) Tenant fails to comply with any other obligation or covenant of Tenant under this Lease,
and fails to cure such failure within 30 days after receiving written notice from Landlord
specifying such failure,or for those failures that cannot be cured within such 30-day period,
if Tenant fails to commence such cure within such 30-day period and thereafter fails to
diligently pursue such cure to completion.
(c) Any warranty, representation, or statement that Tenant makes in this Lease is incorrect or
misleading in any material respect on the date made.
9.2 Remedies of Landlord
(a) Upon the occurrence of an Event of Default by Tenant, in addition to the remedies
described in § 9.3 and any other remedies available to Landlord at law or in equity,
Landlord has the right to terminate this Lease upon not less than 60 days prior written
notice to Tenant;provided,however,that in the case of a non-monetary Event of Default by
Tenant that poses an immediate threat to the health or safety of persons or property,
Landlord has the right to reduce said 60-day notice period to ten days. Upon such
termination, this Lease comes to an end as fully and completely as if the Expiration Date
stated in such notice were the Expiration Date originally fixed, and Tenant must then quit
and surrender the Premises to Landlord as provided in § 6.7, but Tenant remains liable for
damages arising out of such Event of Default,as provided in this Lease.
(b) Upon termination of this Lease by Landlord pursuant to this § 9.2, Tenant must pay to
Landlord Rent payable by Tenant to Landlord up to the Expiration Date, and Tenant
remains liable for any breach of Tenant's obligations under this Lease occurring before the
Expiration Date. In addition,Tenant is liable to pay Landlord,as damages,the aggregate of
Rent remaining in the Term.
(c) Tenant must pay Rent in the same manner, to the same extent, and at the same time as if
this Lease had not been terminated. In calculating the amounts to be paid by Tenant
pursuant to the preceding sentence, Landlord must credit Tenant with the net rents that
Landlord actually receives from a reletting of the Premises. Net rents must be determined
by deducting from the gross rents, as and when Landlord receives the gross rents from such
reletting, the reasonable expenses that Landlord incurs or pays in terminating this Lease
and the reasonable expenses that Landlord incurs or pays in connection with the reletting of
the Premises that are allocable to the Term. In no event is Tenant entitled to receive any
excess of such net rents over the sums that Tenant must pay to Landlord under this Lease.
If Landlord terminates this Lease by reason of an Event of Default by Tenant, Landlord
must take all reasonable steps to mitigate Landlord's damages, including maldrtg
reasonable efforts to relet the Premises for a period that is equal to, shorter, or longer than
the Term.
February 2014 Ten-Year Office tease Page 29
9.3 Cure by Landlord
If Tenant fails to perform any of Tenant's obligations,agreements,or covenants under this Lease,
and if Tenant does not cure such failure within 30 days after written notice from Landlord
specifying the failure or, for those failures that are incapable of being cured within such 30-day
period, if Tenant fails to commence such cure within said 30-day period and thereafter to
diligently pursue such cure to completion, Landlord, at Landlord's sole option, without waiving
or limiting any claim for damages, and at any time thereafter, has the right to perform such
obligation of Tenant,provided that Landlord,after notice to Tenant (including telephonic notice),
has the right to cure any such failure before the expiration of the waiting period described above
if the curing of such breach before the expiration of the waiting period is reasonably necessary to
prevent injury or damage to persons or property, including Landlord's interest in the Premises or
Building. If Landlord makes any expenditure or incurs any obligation for the payment of money
in order to cure Tenant's failure to perform, such sums paid or obligations incurred,to the extent
they are reasonable, are due from Tenant to Landlord as additional rent. Landlord must deliver to
Tenant an itemized statement of all costs that Landlord incurs to cure Tenant's failure to perform,
together with copies of all bills, invoices, receipts, and other documents evidencing such costs.
Tenant must pay any additional rent due by reason of such costs with the second installment of
Rent due after Landlord delivers such statement to Tenant.
9.4 Event of Default by Landlord
Each of the following is an"Event of Default"by Landlord:
(a) Landlord fails to comply with any obligation or covenant of Landlord under this Lease and
fails to cure such failure within 30 days after receiving written notice from Tenant
specifying such failure,or for those failures that cannot be cured within such 30-day period,
if Landlord fails to commence such cure within said 30-day period and thereafter to
diligently pursue such cure to completion.
(b) Any wan-anty,representation,or statement that Landlord makes in this Lease is incorrect or
misleading in any material respect on the date made.
9.5 Remedies of Tenant
Upon the occurrence of an Event of Default by Landlord, Tenant has the remedies described in
§ 9.6, if applicable, given the nature of the Event of Default, and any other remedy available to
Tenant at law or in equity. In addition, if the Event of Default by Landlord is of such a nature
that the Event of Default materially interferes with Tenant's use or occupancy of the Premises, in
Tenant's reasonable judgment,and Landlord fails to fully cure or eliminate the cause or causes of
such Event of Default within 30 days following written notice from Tenant stating that such an
Event of Default has occurred, then Tenant also has the right to terminate this Lease by giving
Landlord a written Notice of Termination that Tenant must give at least ten days before the
Expiration Date stated in such Notice of Termination. Upon the Expiration Date, this Lease
comes to an end as fully and completely as if the Expiration Date stated in such notice were the
Expiration Date originally fixed, provided, however, that Landlord remains liable for any breach
of Landlord's obligations under this Lease occurring before such Expiration Date, and Tenant is
required to comply with the provisions of§6.7.
February 2014 Tm-Year Office Lease Page 30
9.6 Cure by Tenant
If Landlord fails to perform any obligation,agreement,or condition of Landlord under this Lease,
including, but not limited to, failing to make any required repairs or to provide any Building
services,and if such failure interferes with Tenant's use or occupancy of the Premises,in Tenant's
reasonable judgment, and if Landlord does not cure such failure within 30 days after written
notice from Tenant specifying the failure(or, for those failures that are incapable of being cured
within such 30-day period, if Landlord fails to commence such cure within said 30-day period
and thereafter fails to diligently pursue such cure to completion),Tenant, at Tenant's sole option,
and without waiving or limiting any claim for damages, at any time thereafter has the right to
perform such obligation for Landlord, provided that Tenant has the right to cure any such failure
before the expiration of the waiting period described above (but after notice to Landlord,
including telephonic notice) if the curing of such failure before the expiration of the waiting
period is reasonably necessary to prevent injury to persons or property. If Tenant makes any
expenditure or incurs any obligation for the payment of money in order to cure Landlord's failure
to perform as aforesaid, such monies paid or obligations incurred, to the extent they are
reasonable,are deemed paid or incurred on behalf of Landlord, and Landlord agrees to reimburse
Tenant therefor or save Tenant harmless therefrom. Tenant must deliver to Landlord an itemized
statement of all costs that Tenant incurs to cure Landlord's failure to perform, together with
copies of all bills, invoices, receipts, and other documents evidencing such costs. Landlord must
promptly pay any outstanding bills for labor, materials, or both, and, within 30 days of Tenant's
demand, must reimburse Tenant for any amount that Tenant pays on behalf of Landlord. 'If
Landlord fails to reimburse Tenant within such period, Tenant has the right to deduct the amount
from the next or any succeeding payments of Rent due under this Lease.
9.7 RemediesCumulati
Any and all rights and remedies of Landlord and Tenant under this Lease,at law, and in equity,
are cumulative and are not to be deemed incompatible with each other, and Landlord and Tenant
each has the right to exercise any two or more such rights and remedies simultaneously, to the
extent permitted by law.
10. MOOTGAGE PROVISIONS
10.1 EstoRel Certificate
Within 20 business days from receipt of a written request from Landlord or any mortgagee of the
Building,Tenant must execute and deliver to Landlord a certificate in the form of the then-current
Commonwealth of Massachusetts Estoppel Certificale that indicates any then-existing exceptions.
10.2 Subordination
Upon the written request of Landlord, Tenant must subordinate this Lease and its lien to the lien
of any future mortgage(s) upon the Premises that is (are) held by a bank, insurance company,
governmental agency, or other financial institution (or more than one), provided that Landlord
and the holder(s) of such mortgage(s) executes and delivers to Tenant the then-current
Commonwealth of Massachusetts Subordination, Non-Disturbance, and Attornment Agreement.
The word "mortgage," as used in this Lease, includes mortgages, deeds of trust, and all similar
instruments,and all modifications,extensions, renewals,and replacements thereof.
Febnmry 2014 Ten-Year Office base Page 31
10.3 Recognition
As a condition precedent to Tenant's execution of this Lease, Landlord must cause each bank,
insurance company, governmental agency, or other financial institution, which is a holder of the
lien of any existing mortgage upon the Premises, to join Landlord and Tenant in the execution
and delivery of the then-current Commonwealth of Massachusetts Recognition, Non-Disturbance,
and Attornment Agreement. The word "mortgage," as used in this Lease, includes mortgages,
deeds of trust, and all similar instruments, and all modifications, extensions, renewals, and
replacements thereof. If Landlord does not satisfy such condition precedent in the.prescribed
manner, then Landlord thereby represents to Tenant that there is no such existing mortgage,with
the express understanding that Tenant relies on such representation as a material representation
inducing Tenant to execute this Lease.
11._HOLDING OVEN
If Tenant or anyone claiming under Tenant remains in possession of the Premises or of any part
of the Premises after the expiration of the Term without any agreement in writing between
Landlord and Tenant with respect to such possession, then before Landlord's acceptance of Rent,
the person remaining in possession is deemed a tenant-at-sufferance. After Landlord's
acceptance of Rent, such person is deemed a tenant-from-month-to-month, subject to the
provisions of this Lease insofar as the same are applicable to a tenant-from-month-to-month.
However,Tenant agrees that Landlord has the right to accept any Rent that Tenant tenders after
the expiration or earlier termination of this Lease without prejudice to any claim that Landlord
has for a higher fair-market rent for the Premises, provided that Landlord must give Tenant
written notice,of such claim before acceptance of Rent. Nothing in this § 11 is to be construed to
give Tenant a right to remain in possession of the Premises after the Expiration Date.
12. EISCAL YEAR APPROPRIATIONS AND AUTHORIZATIONS
12.1 Tenant's Obligations Subiect to Appropriations and Authorizations
The fiscal year of the Commonwealth is the 12-month period ending June 30 of each year.
Appropriations and authorizations for expenditures by agencies of the Commonwealth are made
on a fiscal-year basis. In accordance with G. L. c. 29, § 27,the obligations of Tenant under this
Lease, and under any modification, extension, or renewal of this Lease for any fiscal year, are
subject to the appropriation and the allotment of sufficient funds to the User Agency.
12.2 Termination of Lease for Lack of Appropriations and Authorizations
If, for any fiscal year during the Term, sufficient funds for the discharge of Tenant's obligations
under this Lease are not appropriated and authorized, or if, during any fiscal year during the
Term, funds for the discharge of Tenant's obligations under this Lease are reduced pursuant to G.
L. a 29, § 9C, then Tenant has the right to terminate this Lease by written notice to Landlord
without any liability whatsoever for damages, penalties, or other charges arising from early
termination,and without further recourse to either party;provided, however,that Tenant must pay
all Rent and any other charges due to Landlord for the period before Tenant's surrender of the
Premises, and that Tenant must comply with the provisions of§6.7 of this Lease.
February 2014 Ten-Year Office Lease Page 32
13. PERSONAL LIABILITY
13.1 Liability of Tenant
No official, employee, or consultant of the Commonwealth of Massachusetts is ever personally
liable to Landlord,or to any successor-in-interest to Landlord, or to any person claiming through
or under Landlord for or on account of any Event of Default by Tenant or failure by Tenant to
perform any of Tenant's obligations under this Lease, or for or on account of any amount that is
due or becomes due under this Lease,or for the satisfaction of any judgment against Tenant under
this Lease,or on any claim,cause,or obligation whatsoever under this Lease.
13.2 Liability of Landl rd
No trustee, beneficiary, partner, director, officer, shareholder, or employee of Landlord is ever
personally liable to Tenant, or to any successor-in-interest to Tenant, or to any person claiming
through or under Tenant for or on account of any Event of Default by Landlord or failure by
Landlord to perform any of Landlord's obligations under this Lease, or for or on account of any
amount that is due or becomes due under this Lease, or for the satisfaction of any judgment
against Landlord under this Lease, or on any claim, cause, or obligation whatsoever under this
Lease. Tenant must look solely to Landlord's interest in the Premises, the Building,and the land
upon which the Building is located, and to the rents and profits derived from the Premises, the
Building, and said land for the satisfaction of any claim or judgment against Landlord under this
Lease. Notwithstanding the foregoing, nothing in this paragraph limits any right that Tenant
otherwise has to obtain injunctive relief against Landlord, or to claim the proceeds of any
insurance maintained by Landlord for Tenant's benefit or any condemnation proceeds to which
Tenant is entitled under this Lease. In addition, nothing in this § 13.2 limits the recourse of
Tenant on account of willful fraudulent conduct.
1.4. NOTICE
14.1 Notice
(a) Unless otherwise expressly permitted under this Lease, all notices or other communication
required or permitted to be given under this Lease must be in writing, signed by a duly
authorized representative of the party giving notice and given by hand delivery (including,
without limitation, courier and overnight-delivery service) or mailed by United States
certified mail,postage prepaid,return receipt requested.
(b) Unless otherwise expressly stated in this Lease, notices must be addressed and sent to
Landlord at the address appearing for Landlord in § 1.1 and to Tenant at the address
appearing for Tenant in § 1.1, with copies to the User Agency (i) at the address of the
Premises(after the Date of Occupancy)and(ii)at the address set forth for the User Agency
in§ 1.1 if different from the address of Tenant.
(c) Under this § 14, Landlord and Tenant, at any time and from time-to-time, has the right to
designate a different address or different addresses to which notices must be sent.
(d) All notices given in accordance with §§ 14.1 (a), 14.1 (b), and 14.1 (c) are deemed given,
for all purposes,(i)on the date shown on the receipt for delivery or(ii)as of the date notice
is sent if delivery is refused or could not be attained.
February 2014 Ten-Year ogee Lease Page 33
14.2 Special Notice Where Failure to Reply Results in Consent or Approval
If the consent or approval of Landlord or Tenant is deemed under this Lease to be given to a
request or submission following a period of non-reply, such consent or approval is effective only
if the outside of the envelope containing the request or submission bears the following legend
with the appropriate time period filled in, printed in bold-face all-uppercase type at least one-
quarter inch high(28-point font):
NOTICE: THIS REQUEST FOR
APPROVAL REQUIRES
IMMEDIATE REPLY. FAILURE
TO RESPOND WITHIN
DAYS RESULTS IN
AUTOMATIC APPROVAL,
S. FORCE MAJEURE
Whenever this Lease requires performance on or by a fixed date, or within a fixed time or a
reasonable time, if war, fire, flood, or other casualty, or strike, governmental regulation
(including any delay in the payment of Rent caused by or resulting from an act or an omission of
any branch, agency, or department of the government of the Commonwealth of Massachusetts,
other than the User Agency or DCAMM), weather, or any other event that is beyond the
reasonable control of the party whose performance is required (each a Force Majeure Event)
delays performance, the time for performance must be extended for a period that is equal to the
duration of the delay.
16. MISCELLANY
16.1 Entire A =nent
This Lease contains all of the agreements between Landlord and Tenant with respect to the
subject matter of this Lease and supersedes all prior writings and dealings between Landlord and
Tenant with respect to this Lease.
February 2U]4 Ten-Year office Lease Page 34
16.2 Changes in Lease
The provisions of this Lease must not be modified in any manner except by a written instrument
signed,sealed, and mutually agreed upon by all the parties to this Lease and approved as required
by law. No such instrument is void for lack of a recital of consideration.
16.3 Binding Agreement
This Lease binds and inures to the benefit of the parties to this Lease and to their respective
representatives, successors, and assigns. All provisions of this Lease must be construed as
covenants running with the land.
16.4 Governing Law
This Lease must be construed and governed by the laws of the Commonwealth of Massachusetts.
Landlord and Tenant agree to bring any Federal or State legal proceedings arising under this
Lease, in which the Commonwealth of Massachusetts, the User Agency, or DCAMM is a party,
in a court of competent jurisdiction within the Commonwealth of Massachusetts.
16.5 Waiver
The failure of either party to seek redress for violation or to insist upon the strict performance of
any covenant or condition of this Lease does not prevent a subsequent act that would have
originally constituted a violation from having all the force and effect of a violation. No provision
of this Lease is deemed to have been waived by any party unless such waiver is in writing and
signed by an authorized representative of the party to be bound by such waiver.
16.6 No Broker
Landlord and Tenant each represents and warrants to the other that no broker, agent, commission
salesman,or other person has represented Landlord or Tenant in connection with the procurement
or consummation of this Lease.
16.7 Rights and Remedies not Exclusive
Unless otherwise expressly stated in this Lease, no mention in this Lease of any specific right or
remedy precludes Landlord or Tenant from exercising any other right, having any other remedy,
or maintaining any action to which Landlord or Tenant otherwise is entitled, either at law or in
equity.
16.8 Accord and Satisfaction
Acceptance by Landlord of a lesser sum than Rent then due must not be deemed to be other than
on account of the earliest installment of such Rent due, and any endorsement or statement on any
check of Landlord or Tenant, or any letter accompanying any check or payment from either
Landlord or Tenant to the other,must not he deemed an accord and satisfaction,and Landlord and
Tenant each has the right to accept such check or payment without prejudice to such party's right
to recover any balance due with respect to such payment or pursue any other remedy provided in
this Lease.
February 2014 Ten-Year Office tease Page 35
16.9 Debarred or Suspended Contractors
Landlord must not accept bids or proposals from, or enter into any contract with, any person or
firm for the construction (including but not limited to the Landlord's Improvements), repair, or
maintenance of the Premises if such person or firm is debarred or suspended from contracting
with the Commonwealth of Massachusetts, with the government of the United States of America,
or with both under any applicable statute or regulation, or is subject to a stop-work order issued
by any governmental authority with jurisdiction under any applicable statute or regulation.
Landlord must require each person and finm with whom Landlord contracts for the construction,
repair, or maintenance of the Premises to agree with Landlord not to accept bids or proposals
from, or enter into or continue any contract with, any such debarred or suspended person or firm,
or from or with any person or firm subject to any such stop-work order, for all or any part of the
construction (including but not limited to the Landlord's Improvements), repair, or maintenance
of the Premises,and Landlord must strictly enforce each such agreement.
16.10 Time of Essence
Time is of the essence to this Lease and to each of its provisions.
16.11 Af jMgtive Action;Non-discrimination in-Hiring and EmRloyment
Landlord must comply with all federal and state laws, rules, and regulations promoting fair-
employment practices or prohibiting employment discrimination and unfair-labor practices and
must not discriminate in the hiring of any applicant for employment or demote, discharge, or
otherwise subject any qualified employee to discrimination in the tenure, position, promotional
opportunities, wages, benefits, or terms and conditions of their employment because of race,
color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender
identity, as defined by chapter 199 of the Acts of 2011, or for exercising any rights afforded by
law. Landlord commits to exercise diligent efforts in purchasing supplies and services from
certified minority or women-owned businesses,small businesses,or businesses owned by socially
or economically disadvantaged persons or persons with disabilities.
16.12 Severability
If any provision of this Lease is declared to be illegal,unenforceable, or void, then Landlord and
Tenant are relieved of all obligations under that provision (or the application of that provision
under circumstances in which that provision is illegal or unenforceable),provided, however, that
the remainder of this Lease must be enforced to the fullest extent permitted by law_
16.13 Notice of Leasc
Upon the request of Tenant, Landlord must execute and deliver to Tenant a recordable notice of
this Lease.
16.14 No Agreement until Signed
No legal obligation arises with respect to the Premises or other matters covered by this Lease
until this Lease is executed by Landlord and by the Commonwealth of Massachusetts acting by
and through its Division of Capital Asset Management and Maintenance (the Commissioner of
the Division of Capital Asset Management and Maintenance is joined by an authorized
February 2014 Ten-Year Office Lease Page 36
representative of the User Agency as an adjunctive signatory), and delivery is made by and to
each.
16.15 State Employees Barred from Interest
No official, employee, or consultant of the Commonwealth of Massachusetts must ever.have any
personal interest, direct or indirect, in this Lease or in Landlord, or participate in any decision
relating to this Lease that affects the personal interest of such official, employee,or consultant,or
that affects the interest of any corporation, partnership, or association in.which such official,
employee,or consultant is, directly or indirectly,interested.
16.16 Paragraph Headings
The paragraph headings in this Lease are for convenience of reference only and in no way define,
increase,or limit the scope or intent of any provision of this Lease.
16.17 Counterparts
This Lease is executed in multiple counterparts, each such counterpart is an original for all intents
and purposes, and all such counterparts together constitute one and the same Lease.
16.18 Rider, Exhibits,and Other Accomoanvins Documents
Other than the"Landlord's Beneficial-Interest-Disclosure Statement"and the"Certificate of Tax-
and-Employment-Security Compliance," each rider, exhibit, and other accompanying document
is an integral part of this Lease for all lawful intents and purposes.
The "Landlord's Beneficial-Interest-Disclosure Statement" and the "Certificate of Tax-and-
Employment-Security Compliance" are required by the General Laws of the Commonwealth of
Massachusetts for rental agreements and for agreements that extend or renew rental agreements in
which the Commonwealth of Massachusetts is the tenant, but these required documents are not
part of the documents for which they are required and therefore are not attached to them.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Febmuy 2014 Ten-Year Office Lease Page 37
Landlord and Tenant have executed multiple counterparts of this document,under seal in accordance with
the laws of the Commonwealth of Massachusetts, Tenant having done so by the Commissioner of the
Division of Capital Asset Management and Maintenance, who was joined by an authorized representative
of the User Agency as an adjunctive signatory,neither of whom incurs any personal liability as a result of
such signature.
LANDLORD: TOWN OF AGAWAM
By:
Printed Name: Richard A Cohen
Title: Mavor
TENANT: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND
THROUGH THE COMMISSIONER OF ITS DMSION OF CAPITAL
ASSET MANAGEMENT AND MAINTENANCE
By:
Carol W. Gladstone, Commissioner, who certifies, under penalties of perjury, that she has fully
complied with the advertising requirements of G. L. c. 7C, § 36, in connection with the property
described in this document.
USER AGENCY: MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
By:
Printed Name: Ann McCarthy
Title: General Counsel
Approved as to Matters of Form:
Peter A.Wilson,Deputy General Counsel
Division of Capital Asset Management and Maintenance
February 2014 Ten-Year Office tease Page 38
RIDER TO LEASE
DATE OF LEASE:
LANDLORD: Town of Agawam
TENANT: The Commonwealth of Massachusetts acting by and through the Commissioner
of its Division of Capital Asset Management and Maintenance(DCAMM)of the
Executive Office for Administration and Finance on behalf of the User Agency,
Massachusetts Emergency Management Agency
BUILDING(ADDRESS): 1000 Suffield Street
Agawam,Massachusetts 01001
PREMISES: Partial First Floor within the Building as shown in Exhibit A,together with all of
the Landlord's Improvements (as defined in § 4.1) made within the Premises
pursuant to the provisions of this Lease.
Modify this Lease as follows:
I. In§ I.2,under"RIDER,EXHIBITS.AND OTHER ACCO PANYINGDOCUMENTS".delete
"Exhibit C: Specifications for Premises(As appearing in the Request for Proposals,as revised by
agreement of the parties based on Landlord's Proposal and subsequent negotiations)" and
substitute the following:
Exhibit C-1: Landlord Services
Exhibit C-2: Specifications for Premises
Exhibit C-3: Landlord's Improvements
2. Substitute for§§ 3.2(a)and(b):
The obligation of Tenant to pay Rent begins on the Date of Occupancy, The Date of
Occupancy is June 1,2016.
3. § 3.3 (a) is inapplicable as Tenant is currently in occupancy of the Premises under an existing
Lease.
4. Regarding § 4, the Landlord's Improvements are limited to the improvements described in
Exhibit C-3. The Landlord's Improvements must be completed by Landlord at Landlord's sole
cost and expense and in accordance with Exhibit D. § 4.2 is inapplicable to the Landlord's
Improvements set forth in Exhibit C-3.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
February 2014 Ten-Year Once Lease Page 39
Landlord and Tenant have executed multiple counterparts of this document,under sea]in accordance with
the laws of the Commonwealth of Massachusetts, Tenant having done so by the Commissioner of the
Division of Capital Asset Management and Maintenance, who was joined by an authorized representative
of the User Agency as an adjunctive signatory,neither of whom incurs any personal liability as a result of
such signature.
LANDLORD: TOWN OF AGAWAM
By:
Printed Name: Richard A.Cohen
Title: Mayor
TENANT: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND
THROUGH THE COMMISSIONER OF ITS DIVISION OF CAPITAL
ASSET MANAGEMENT AND MAINTENANCE
By:
Carol W. Gladstone, Commissioner, who certifies, under penalties of perjury, that she has fully
complied with the advertising requirements of G. L. c. 7C, § 36, in connection with the property
described in this document.
USER AGENCY: MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
By:
Printed Name: Ann McCarthy
Title: General Co el
Approved as to Matters of Form:
Peter A.Wilson,Deputy General Counsel
Division of Capital Asset Management and Maintenance
February 2014 Ten-Year Office tease page Q
COMMONWEALTH OF MAssACHusETTs
ExEcuT1vE OFFICE FOR ADMINISTRATION AND FINANCE
DlvisioN OF CAPITAL ASSET MANAGEMENT AND MAINTENANCE
OFFICE OF LEASING AND STATE OFFICE PLANNING
CERTIFICATE OF COMPLIANCE WITH EXECUTIVE ORDER NO.481
Pursuant to Executive Order No.481, Richard A.Cohen ,
(name(s)ofpemon(s)who signed the docu - t to which this Certificate is
attached for Landlord,Licensor,Mortgagee,or Prospective under)
Mayor of Tower of Agawam • (Contractor),
(title(s)of person(s)who signed the document (name of Landlord,Licensor,Mortgagee,or Prospective Lender
to which this Certificate is attached for Landlord, named in the document to which this Certificate is attached)
Licensor,Mortgagee,or Prospective Lender)
whose principal place of business is located at_ 36 Main Street,Agawam,Massachusetts 01001
(address of principal place of business of Landlo4 Licensor,Mortgagee or
Prospective Lender named in the document to which this Certificate is attached)
certifies, as a condition of receiving Commonwealth funds under(a) the lease or(b) the short-term
tenancy agreement or(c)the license or(d)the amendment or(e) the subordination,non-disturbance,and
attornment agreement or(f) the change-of-ownership documents to which this Certificate is attached(this
Contract) for the premises located at 1000 Suffield St et Agawarn,Massachusetts
(address of the premises as stated in
that:
the document to which this Certificate is attached)
1. The following provisions of this certification are ancillary to this Contract and will be and are binding
upon Contractor as if literally included among the provisions of this Contract, as it may be amended
from time-to-time.
2. Contractor must not and will not knowingly use undocumented workers in connection with
Contractor's performance under this Contract.
3. Pursuant to federal requirements, Contractor must and will verify the immigration status of all
workers assigned to Contractor's performance under this Contract without engaging in unlawful
discrimination, and Contractor must not and will not knowingly or recklessly alter, falsify, or accept
altered or falsified documents from any such worker.
4. Contractor is aware that any breach of item 2,item 3,or both item 2 and item 3 during the term of this
Contract may be regarded as a material breach of this Contract, subjecting Contractor to sanctions,
including by way of example only and not limitation, monetary penalties, withholding of
Commonwealth funds and Other payments, suspension or termination of this Contract or both, and
any other remedy available to Tenant or Licensee under this Contract,at law,or in equity.
Signed under the penalties of perjury on 20
(signature(s)ofpersom(s)whose name(s)and
tide(s)appear at the beginning of this Certificate)
April 2007 E 0.No.491 Compliance Certificate(OLSOP)
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Exhibit C-1
Landlord Services
1. LANDLORD'S SERVICES
1.1. Hours of Operation: Hours of Operation are 24 hours per day, 7 days per week
including holidays.
1.2. Utilities: Landlord must ensure the delivery of the following utility services to the
Building and Premises: (1) water, sewer, gas, fuel, and electricity, (2) heating,
ventilation, and air-conditioning (HVAQ, (3) all common-area lighting, and (4) power
for the User Agency's office equipment and lighting within the Premises.
During the Hours of Operation, Landlord must ensure that HVAC is available and
properly operating and functioning throughout the Premises and must maintain the
temperature within 70' and 74' Fahrenheit in the wintertime and within 72° and 76'
Fahrenheit in the summertime. In the Main Distribution Frame(MDF) and Intermediate
Distribution Frame (IDF) rooms, Landlord must maintain the temperature at no more
than 700 Fahrenheit 24/7.
1.3. Maintenance of Premises,Appurtenant Areas, and Building: Landlord must provide
the continuous maintenance and repair services needed to maintain the Premises,
appurtenant areas, systems, equipment, and the Building in good repair and tenantable
condition. Landlord must provide Material Safety Data Sheets for all products used on-
site.
Landlord must keep the Building and appurtenant areas clean and free from litter and
from pests, through implementation of an Integrated Pest Management program.
Landlord must maintain common pedestrian walkways and landscaped areas. Landlord
must remove snow and ice from all entrances, exits, sidewalks, and parking areas before
the Hours of Operation and during such hours if snow, ice,or both accumulate. Landlord
must use environmentally preferable ice-melt and sand as necessary to ensure safety.
Landlord must supply,install,and maintain entry mats at all Building entrances.
Landlord must maintain and repair the Building envelope and systems including,by way
of example and not limitation, roofs, windows, floors and floor covering, walls and wall
coverings, ceilings, locks, life-safety systems and fire-protection equipment, lighting
fixtures and lamps, and all mechanical, electrical, and plumbing systems serving the
Building and the Premises. Landlord must service heating, ventilating, and air-
conditioning equipment in accordance with the manufacturer's recommendations'and
must replace filters quarterly or more often if indicated or dictated by local conditions or
by the manufacturer's recommendations. Landlord must maintain the heating,
ventilating, and air-conditioning equipment so that the indoor air quality is consistent
with each IAQ Standard/Guideline identified in the table under Initial Indoor Air Quality
Testing in§ B-1.
Landlord must replace worn or damaged ceiling tiles and floor coverings with equal or
better goods and must repair and repaint warn or damaged wall surfaces in the Premises.
If the Term of Lease is ten years or if the original Term of Lease is extended to ten years,
Landlord must repaint all rooms listed under Meeting Areas and Entry Areas in the Space
Febnmry 2014 Ten-Year Office pease Page 43
Allocation and Finish Schedule in § B-2 at the beginning of the fourth and the seventh
year of the Lease Term in accordance with the specifications in§B-2,and Landlord must
re-carpet all Entry Areas, Meeting Areas and circulation areas leading from the Entry
Areas to the Meeting Areas at the beginning of the sixth year of the Lease Term in
accordance with the Specifications in § B-2. Landlord must repaint all other painted
surfaces within the Premises at the beginning of the fifth year of the Lease Term in
accordance with the specifications in § B-2. Landlord is responsible for moving and
returning furniture as necessary to accomplish painting and re-carpeting. The User
Agency may waive this requirement in writing for certain rooms, or where protective
wall covering is provided and installed.
1.4. Building Security and Access: Landlord must enable authorized employees of the User
Agency to access the Premises at any time(24/7). Landlord may enable such access via
security guards,a master key,an electronic card,or a similar restrictive entry system.
Landlord must maintain and service, at Landlord's sole cost and expense, all the security
systems and security systems components described in § 13-2. For the intrusion alarm
system and the water detection and temperature and humidity monitoring systems in the
MDF and IDF, Landlord must provide a 24/7 alarm monitoring service to alert
Landlord's property manager and User Agency of an alarm. All service fees, including
the cost of the telephone line(s)required to operate the system,are at Landlord's sole cast
and expense.
1.5. Janitorial Services: Landlord must provide the janitorial services of a professional
cleaning-service company that consistently, adequately, and sufficiently supervises the
employees of such company and ensures that standard office-cleaning practices are
followed and performed at all times. Landlord must require such company to carry
comprehensive liability insurance for not less than$2,000,000 combined single limit, and
Workers' Compensation insurance covering all persons employed by such company in
the Building and appurtenant areas, issued by a carrier or carvers qualified to conduct
business in Massachusetts, and naming the Commonwealth of Massachusetts as an
additional insured. Landlord must provide Material Safety Data Sheets for all cleaning
products used on-site to Tenant and User Agency. Services include:
Daily: Empty waste baskets; remove trash; wash and clean all fixtures, counters, and
floors in restrooms and Staff Support Rooms; replenish paper and soap products in all
restrooms, and supply and replace all liners for all waste and sanitary napkin receptacles;
replenish paper products in all Staff Support Rooms; sweep or dry-mop uncarpeted floors
(including entrances, lobbies, and corridors); vacuum carpeting with HEPA-filter
vacuum;clean drinking fountains and H2O points of use.
Weeldy: Wash all uncarpeted floors, dust furniture and all horizontal surfaces,including,
by way of example and not limitation, fixtures, blinds, window sills, and convection
units; buff uncarpeted floors; clean all door-entry window glass, visual-glass panels on
room doors, all glass sidelights, all office visual-glass panels, and all modular-furniture
Plexiglas panels.
Quarterly: Strip, wax, and buff uncarpeted floors; vacuum air diffusers and return
grilles.
February 2014 Ten-Year Office Lease page 44
Semi-Annually: Clean carpet using a cleaning method consistent with carpet
manufacturer's instructions;wash windows(inside and outside);damp-wash air diffusers,
return grilles,and surrounding walls and ceilings.
Annually: Wash blinds; dust all high surfaces.
As Needed: Supply and replenish all paper and soap products in restrooms; supply and
replace paper towels in Staff Support Rooms, supply and replace all liners for all waste
and sanitary napkin receptacles; exterminate pests; spot-clean carpets.
Recyclables Collection: As needed but not less than once per week, empty Landlord-
provided single-stream recycling receptacles located in each office and at each
workstation into Landlord-provided recycling bins for recycling by Landlord. Landlord
must institute or maintain recycling programs for the Building for items including, by
way of example and not limitation, delivery pallets, cardboard, glass, and recyclable
plastic and metals.
Cleaning Products and Methods, Hand Soap and Paper Supplies: Landlord and
Landlord's professional cleaning-service company must use environmentally preferable
cleaning products and methods, provide hand soap with bio-based ingredients in the
restrooms,and supply paper products with post-consumer waste recycled content.
1.6. Preparation for Occupancy by Tenant: Before Tenant occupies the Premises,
Landlord must perform(or Landlord must cause Landlord's professional cleaning-service
company to perform) a comprehensive cleaning of the Premises including, by way of
example and not limitation: vacuum and wash all horizontal surfaces (including, by way
of example and not limitation, soffits, window sills, counters, work surfaces, interiors of
millwork cabinets installed by Landlord); wash, wax, and buff all uncarpeted floors;
vacuum all carpeting with HEPA-filter vacuums; and wash windows inside and outside.
In addition,Landlord must verify that all ductwork has been cleaned,all grilles have been
washed,and all temporary filters have been replaced,as specified in§ B-2.7 Ventilation.
1.7. Initial Indoor Air Quality Testing: Within 30 days after the Date of Occupancy,
Landlord must conduct, at Landlord's sole cost and expense, initial indoor air quality
testing (Initial IAQ Testing) of the Premises using a Certified Industrial Hygienist
approved by Tenant. Initial IAQ Testing must include, without limitation, direct-reading
measurements of temperature, relative humidity, carbon dioxide, carbon monoxide,
airborne particulates,and volatile organic compounds in a representative sampling of the
Premises that demonstrates results consistent with those identified below, and a moisture
survey of readily accessible porous building materials in areas where water is or is likely
to be present.
Material Measured WQ Standard/Guideline Source
Carbon dioxide 800 ppm MA DPH
Carbon monoxide Less than or equal to outdoor MA DPH
concentrations
Particulate in air .035m m US EPA
VOCs Less than or equal to outdoor MA DPH
Concentrations
Febnmry 2014 Ten-Year Office lease Page 45
Landlord must deliver to Tenant and User Agency a written report (the Initial IAQ
Report) of the results of the Initial IAQ Testing. If the Initial IAQ Report identifies any
deficiencies in the indoor air quality or HVAC system of the Premises or Building,
Landlord and Tenant must establish a schedule to remedy the deficiencies and Landlord,
at Landlord's sole cost and expense, must immediately commence such remediation and
pursue it diligently to completion. Upon completion of this remediation, Landlord must
undertake additional IAQ Testing and must deliver to Tenant and User Agency a written
report of the results of the additional IAQ Testing that demonstrates that the deficiencies
have been remediated.
1.8. Indoor Air Quality Testing During Lease Terra: Within 30 days after receipt of a
written request from Tenant, once during lease years I — 5 and again once during lease
years 6— 10 if the Term of Lease is ten years or if the original Term of Lease is extended
to ten years, Landlord must conduct, at Landlord's sole cost and expense, indoor air
quality testing (IAQ Testing) of the Premises using a Certified Industrial Hygienist
approved by Tenant. IAQ Testing must demonstrate results consistent with those
identified above.
Landlord must deliver to Tenant and User Agency a written report (the IAQ Report) of
the results of the IAQ Testing. If the IAQ Report identifies any deficiencies in the indoor
air quality or HVAC system of the Premises or Building, Landlord and Tenant must
establish a schedule to remedy the deficiencies and Landlord, at Landlord's sole cost and
expense, must immediately continence such remediation and pursue it diligently to
completion. Upon completion of this remediation, Landlord must undertake additional
IAQ Testing and must deliver to Tenant and User Agency a written report of the results
of the additional IAQ Testing that demonstrates that the deficiencies have been
remediated.
1.9. Re-Balancing of HVAC System During Lease Term: If the Term of Lease is ten years
or if the original Term of Lease is extended to ten years, Landlord,at Landlord's sole cost
and expense, must rebalance the HVAC system at the beginning of lease year 6 and
Landlord must provide Tenant with a registered engineer's certification that the air
distribution is properly balanced in accordance with the design intent as set forth in the
approved Working Drawings, along with a copy of the supporting balancing report not
later than ninety days following the beginning of lease year 6. Any deficiencies must be
corrected by Landlord at Landlord's sole cost and expense.
February 2014 'Fen-Yearoffice Lease Page 46
Exhibit C-2
Specifications for the Premises
2.1. Introduction
2.1.1. Code and Regulatory Requirements: All Building improvements must comply
with the Massachusetts State Building Code, regulations of the Massachusetts
Architectural Access Board (MAAB), the Americans with Disabilities Act
(ADA) including the 2010 ADA Standards for Accessible Design,and applicable
CMR provisions. Where federal or local codes, or regulations, ordinances, or
zoning laws apply,the more restrictive provision must be followed.
2.1.2. Access for Persons with Disabilities: The Building and the Premises must be
free of barriers preventing access to and use of the Premises by persons with
disabilities in accordance with applicable state and federal accessibility
regulations.
2.1.3. Project Schedule: The project schedule in Lease Exhibit D identifies the work
to be performed by Landlord and Tenant and highlights the critical-path items
and dates for the completion of Landlord's Improvements (including the
installation of all equipment) and the availability of the Premises for Tenant's
Occupancy.
2.1.4. Working Drawings: All improvements to the Premises and related areas (the
Landlord's Improvements, as defined in the Lease) must be provided and
installed by Landlord and must be completed in accordance with the approved
Working Drawings (as defined in the Lease) that are based on these General
Specifications, including the Space Allocation and Finish Schedule in§ B-2.
2.1.5. Submittals: Landlord must submit three full sets of the Working Drawings to
Tenant and one full set in AutoCAD DWG format,on a disk.
Landlord must submit to the User Agency for review and approval, all proposed
color selection, cuts, samples, and color swatches necessary to show the
manufacturer's product line for any new finishes. The submittals include by way
of example and not limitation, the proposed products for all floors, walls,
ceilings, lighting, and the proposed finishes and materials for all architectural-
woodwork.
Landlord must provide Material Safety Data Sheets for materials used in
construction upon or before submission of the Certificate of Completion (see §
3.2 of the Lease).
2.1.6. Materials: Whenever feasible, Landlord must use environmentally preferable
materials such as materials with low emissions of volatile organic compounds
(VOCs),materials with recycled content,or materials that are recyclable.
2.1.7. Work in Occupied Areas: If the Landlord's Improvements are to be carried out
in Premises that will be occupied in whole or in part by the User Agency during
the work, Landlord must isolate the occupied areas from the construction areas
Febrwy 2014 Ten-Year Office Lease Page 47
with appropriate temporary, air-tight physical barriers and must schedule
construction activities that are likely to disrupt the User Agency's operations for
times after the Hours of Operation. Before commencing work, Landlord must
submit a work plan to Tenant for review and approval identifying proposed
measures to prevent migration of construction-generated pollutants to occupied
areas and to ensure the continuity of the User Agency's ongoing operations.
2.1.8. Systems Furniture
2.1.8.1. User Agency-Provided Systems Furniture (UA-Wkstn): User
Agency will supply and install the modular systems furniture indicated
as User Agency Workstations (UA-Wkstn) on the Space Allocation
and Finish Schedule in § B-2. The modular panels of the User
Agency-Provided Systems Furniture vary in height from a low of 48"
to a high of 85",and Landlord must coordinate ceiling heights, and the
placement of HVAC and fire and life-safety systems accordingly.
2.2. Walls: Walls must be located as shown on approved Working Drawings. The location
of all floor tracks must be verified by the project architect. The standard wall
composition is assumed to be 5/8" gypsum wallboard (GWB)on metal studding, spacing
as recommended by manufacturer of metal studding. Other materials, including pre-
finished wall systems, providing similar acoustics, durability, and physical appearance
are acceptable.
To limit the production of dust and construction debris, DCAMM encourages the use to
the greatest extent possible of pre-finished, demountable wall systems that provide the
same durability, acoustical performance, and physical appearance as the conventional
5/8" gypsum wallboard (GWB) on metal studding assembly. For all new wall
construction, Landlord must offset electrical outlets and similar openings. Landlord must
provide and install 2" x 6" wood blocking as required for support of all wall-mounted
elements. Landlord must refinish existing walls to match new partitions. All surfaces
must be clean and smooth,and existing walls and/or partitions to be incorporated into the
Premises must be prepared to receive the new finish specified.
DCAMM uses sound transmission coefficient (STC) ratings to specify minimum
acoustical requirements. A specific STC rating may be achieved by a number of different
construction assemblies, as published by several organizations including the Gypsum
Association.
2.2.1. Demising Wall: Demising walls separating the proposed Premises from other
tenants and Building common areas must meet code requirements for fire
separation. Demising walls must extend tight to the structural ceiling, meet an
STC rating of 45 or better,and be finished to match adjacent walls. A suggested
assembly consists of 33/8" 25-gauge metal studs and tracks, fastened securely to
floor and structural ceiling(and a row of horizontal stiffeners at midpoint of wall
where required), with one layer Type X s/B' GWB on each side with taped and
finished joints with a three-coat system below acoustical ceilings and a one-coat
system above the ceiling.. Landlord must apply acoustical sealant at bottom and
top and at all penetrations, and provide and install sound attenuating blanket
between studs.
February 2014 Ten-Year office lease Page 49
2.2.2. Full-Height Partition: Landlord must provide and install full-height partitions
as indicated on the Space Allocation and Finish Schedule in § B-2. Full-height
partitions must achieve an STC rating of 40 or better. A suggested assembly
consists of 3516" 25-gauge metal studs and tracks with one layer '/g" GWB on
each side extending six inches above the acoustical tile with taped and finished
joints with a three-coat system below acoustical ceilings and a one-coat system
above the ceiling. Landlord must fasten tracks directly to floor and structural
ceiling or install angle bracing from the structural ceiling to top of track to
provide a rigid assembly.
DCAMM encourages the use of pre-finished, demountable wall systems that
provide the same durability,acoustical performance, and physical appearance,
2.3. Doors: Doors and frames must match the acoustical, fire code, and/or security qualities
of-the surrounding walls. Dimensions and locations of doors and hardware must comply
with all applicable accessibility requirements. Standard door and hardware upgrades, by
type and location, are specified on the Space Allocation and Finish Schedule in § B-2.
Where required by code, Landlord must provide and install UL labeled fire-rated metal
doors and frames. Door/frame finish must consist of both one coat sealer/primer and two
coats semi-gloss enamel, up to three colors selected by the User Agency, or two coats
polyurethane, with or without stain. New doors must not contain particleboard
components made with urea-formaldehyde binders. All existing doors and frames that
will remain are to be prepared to receive new finishes.
2.3.1. Tenant Entry Doors: Landlord must provide and install 1'/4"thick x Y-O"wide
x 6%8" to T-0" high, 16-gauge metal or solid core wood doors with hardwood
stain grade veneer in 16-gauge welded steel frames. At a minimum, each Tenant
Entry Door must be equipped with a vision panel, and Tenant's main Entry Door
must be equipped with a greater glass surface than a vision panel and with a
tempered glass sidelight in metal or wood frame adjacent to the door; the actual
size of the glass panel and sidelight must be confirmed during design.
2.3.2. Standard Interior Door and Frame: Landlord must provide and install 13/4"
thick x Y-0" wide x 6-8" to T-0" high solid core wood flush doors with
hardwood stain grade veneer in extruded aluminum or 16 gauge steel frames,
knock-down construction, with s/s" deep stops, with factory-applied transparent
finish or with factory-applied primer to receive two coats of compatible paint
finish on-site.
2.3.2.1. Sidelight: Landlord must add one 18" wide x 6'-8" to T-O" high
tempered glass sidelight in matching frame next to each door of all
offices, meeting rooms, training rooms, interview rooms, and
conference rooms identified on the Space Allocation and Finish
Schedule in§B-2.
2.3.2.2.Vision Panel: Landlord must add door manufacturer's standard glass
vision panel, approximately 9" wide x 30" high located at eye level on
the latch side of the door for all passageways and equipment rooms
such as mail rooms, storage rooms, file rooms, MDF and 1DF rooms
identified on the Space Allocation and Finish Schedule in §B-2.
FcbnmFy 2014 Ten-Year Office lease Page 49
2.3.3. Interior Glass and Glazing: All interior glass and glazing is to conform to
Massachusetts State Building Code with attention to the Specific Hazardous
Locations provisions.
2.3.3.1. Privacy Film: Landlord must provide and install privacy film on the
interior face of all glass sidelights, with pattern, size, and height to be
confirmed by the User Agency during the design phase.
2.4. Hardware
2.4.1. Standard Hardware Package: On standard interior doors, Landlord must
provide and install Grade 2 hardware package including 1% pair non-rising pin
butt hinges; latchset with lever handles; silencers; floor or wall-mounted door
stops SIB" deep. Latchsets are to be Arrow, Best or Schlage only. All hardware
must be stainless steel with commercial grade US32D satin finish. Landlord
must provide and install one coat hook on the inside face of each office door.
2.4.2. Locks: Landlord must provide and install cylinder lockset using interchangeable
core cylinders to allow immediate re-keying of lock, keyed to the User Agency
master, at all storage and equipment rooms, tenant entry doors and at locations as
noted on the Space Allocation and Finish Schedule in§B-2.
2.4.3. Heavy-Duty Hardware Package: Landlord must provide and install heavy-duty
Grade 1 hardware including ball bearing hinges, cylinder lockset, and deadbolt
with minimum 1" throw and concealed hardened steel roller. Latchsets are to be
Arrow, Best or Schlage only. Landlord must provide and install turnpiece on
inside face of door. Up to two additional deadbolt units are to be provided and
installed when indicated on the Space Allocation and Finish Schedule in§ B-2.
Landlord must install closers and panic bars as required by code.
2.4.4. Remote Door Release: Landlord must provide and install an electronic
strikeplate powered and wired to the reception desk or other locations as
indicated on the Space Allocation and Finish Schedule in § B-2. Coordinate
electrical and security tie-ins where appropriate.
2.5. Finishes and Specialties: The following finishes and specialties are minimum standards;
all finishes are subject to approval. New finishes must be chosen from manufacturers'
open stock to allow proper matching. Refer to the Space Allocation and Finish Schedule
in§B-2 for location of all finishes.
2.5.1. Ceilings: Ceilings may be new or existing acoustical tile systems, or exposed
ceilings may be acceptable in historic renovations, subject to DCAMM approval,
if utilities are organized and the visual appearance is pleasing. For new
installation, Landlord must provide and install an acoustical tile ceiling system
consisting of 2' x 2' x S/s" or 2' x 4' x S/s" lay-in panels in a lay-in suspension
system. New ceiling tiles must contain post-consumer recycled material and
must not contain formaldehyde or vinyl facing. Ceilings must be at least 8 feet
and no more than 11 feet from the floor. All piping must be concealed in hung
ceiling. If the existing system is to be reused,it must be level and meet standards
of new construction. Landlord must remove all soiled or damaged ceiling tiles
Febmary 2014 Ten-Year Office tease Page 50
and replace to match finish, pattern, and color of surrounding tiles. Landlord
must replace bent or otherwise damaged grid members.
2.5.2. Floors: Floor finishes for all rooms/areas are specified on the Space Allocation
and Finish Schedule in § B-2, and must comply with all applicable accessibility
requirements with regard to floor materials, door threshold, carpeting height,and
anchoring details. All floors must be level and smooth before laying down
agency floor finishes.
2.5.2.1. Carpet Tile and Straight'Base: Except where otherwise indicated on
the Space Allocation and Finish Schedule in § B-2, Landlord must
provide and install solution dyed stain-resistant carpet tile with
minimum pile thickness of.101 inch, minimum pile density of 6,000
ounces per cubic yard,and minimum weight density of 100,000 ounces
per cubic yard. Carpet tile must have a minimum ten-year guarantee,
anti-static warranty, and a Green Label or Green Label Plus
certification from the Carpet and Rug Institute Indoor Air Quality Test
Program. Where adhesive use is required, Landlord must use water-
based or low resin adhesives that meet the Green Label or Green Label
Plus certification and must adjust maintenance procedures to ensure
durability of resins,as per manufacturer's recommendations. Landlord
must provide and install4"rubber or wood straight wall base.
2.5.2.2. Resilient Tile Flooring and Cove Rubber Base: In areas indicated
on the Space Allocation and Finish Schedule in § B-2, Landlord must
provide and install 2.5 mm thick commercial-grade linoleum tile
flooring. Landlord must install 4"cove rubber base along all walls.
2.5.3. Wall Finish
2.5.3.1. Paint: Landlord must provide and install one coat of appropriate
primer/sealer and two coats of egg-shell or semi-gloss acrylic-latex
enamel paint; up to four colors, selected by Tenant. All painted and
sealed surfaces must be lightly sanded between coats to give a clean
smooth finish. All paints must be of low-or no-VOC content and meet
current Green Sea]or Greenguard standards for interior coatings.
In high traffic areas indicated on the Space Allocation and Finish
Schedule in § B-2, Landlord must provide and install one coat of
appropriate primer/sealer and two coats of high traffic eggshell acrylic
enamel paint such as ScrubTough by Scuffmaster or equal, and a
painted or stained wood chair rail above.
2.5.4. Specialties
2.5.4.1. Signage: Landlord must provide and install a comprehensive room
signage system with Braille and raised room numbers with changeable
laser printer inserts within the Premises, and a permanent signage
system with Braille and raised lettering in all of the common areas of
the Building. The two systems must comply with all current,
applicable accessibility requirements. Landlord must provide and
February 2014 Ten-Year Office lease Page 51
install directories at the main entrance(s)and on each floor occupied by
Tenant to allow visitors to easily find their way to the]eased Premises.
In buildings occupied solely by the Commonwealth, Landlord must
provide and install at least one exterior sign stating the following:
Commonwealth of Massachusetts, the User Agency name(s), the street
address,and town.
2.5.4.2. Window Coverings: Landlord must provide and install window
coverings that allow transmission of visible light, such as polyester
screencloth with UV resistance, and that have anti-fungi and anti-
bacterial characteristics. The type and color are to be selected by the
User Agency.
2.6. Plumbing
2.6.1. Plumbing for Reverse Osmosis System: Landlord must provide and install a Y4"
cold water feed with back-flow preventer and a floor drain in the H2O Reverse
Osmosis Equipment Room identified on the Space Allocation and Finish
Schedule in § B-2. During construction of the improvements, Landlord must
allow the User Agency's service provider access to the Premises to enable the
installation of flexible lines to the H2O points of use. For small installations,
Landlord may plan for the installation of the filtration system under, or next to,
the sink serving the Staff Support Room described below.
2.6.2. Plumbing for Staff Support Room: Landlord must provide and install an
accessible stainless steel sink with protected waste lines, and 33" x 22" x 6"
minimum overall dimensions in the counter of the Staff Support Room(s)
described in § B-2.9 Assemblies and Architectural Woodwork and indicated on
the Space Allocation and Finish Schedule in§ B-2.
2.7. Heating, Ventilation and Air Conditioning (HVAC): DCAMM encourages the
installation of high efficiency heating and cooling equipment and installation of an
energy management system.
2.7.1. Certification and Balancing: Before the Premises are deemed available for
occupancy,Landlord must furnish the following certifications:
• a registered engineer's certification that the Building HVAC systems as
designed and constructed will satisfy the requirements of the Lease
• a registered engineer's certification that air distribution is properly balanced
in accordance with the design intent as set forth in the RFP specifications and
the relevant drawings, along with a copy of the supporting balancing report
Any deficiencies must be corrected by Landlord at Landlord's sole expense.
2.7.2. Heating and Air Conditioning System: The distribution systems must be
designed to maintain the temperature throughout the Premises within 700 and 740
Fahrenheit in the wintertime and within 720 and 760 Fahrenheit in the
summertime. HVAC sound levels are not to exceed a noise criterion (NC)
number of 35. In the MDF and IDF rooms, the temperature must be maintained
at no more than 70'Fahrenheit 24n.
Febnmry 2014 Teri-Year Office Lease Page 52
2.7.3. Ventilation: Office areas, restrooms, conference rooms, staff support areas and
special equipment rooms must be ventilated in compliance with the more
restrictive requirements of the latest versions of the Massachusetts State Building
Code, the Building Officials & Code Administrators International, Inc. (BOCA)
National Mechanical Code or the American Society of Heating, Refrigeration,
and Air Conditioning Engineers (ASHRAE) standards. Ventilation equipment
must be installed and maintained in accordance with the manufacturer's
recommendations.
Landlord must take precautions to prevent foreign matter from getting into
equipment and ductwork during construction. All new ductwork must be cleaned
of foreign matter and flushed out before the system is placed into service, and
Landlord must clean all existing supply air, return air, and exhaust air ductwork
systems identified to remain. Landlord must install temporary filters in all air
handling units and at each return air grill when operating the system during
construction. Landlord must replace these filters as needed during
construction, and must install new filters in all equipment immediately prior to
occupancy by Tenant.
2.7.4. Zane Control and Thermostats: Landlord must provide and install one
thermostat or temperature control per zone. The zones must be delineated based
on the types of space,the types of use, and the activities and Hours of Operation
of the User Agency. Areas of disparate heat gain and heat loss (i.e. areas located
alongside exterior windows or walls vs. areas that are not bound by exterior
windows or walls, conference rooms, training rooms, equipment rooms, etc.)
must be zoned separately.
Premises must be zoned separately from other Building areas and must be
controlled by thermostats that are located solely within the Premises. All
thermostats must be tamperproof.
2.7.5. CO2 Sensors and Air Exhaust Fans: Landlord must provide and install a COz
sensor and an associated air exhaust fan in each room with an area of 300 square
feet or more under the category Meeting Area in the Space Allocation and Finish
Schedule in§ B-2.
2.7.6. Carbon Monoxide Detectors: Landlord must install, maintain, and
service carbon monoxide detectors throughout the Premises.for all buildings that
rely on the combustion of fossil fuel as a source of energy for the HVAC system,
for hot water, or for any other purpose, or for buildings connected to parking
garages or to areas used for the storage of vehicles or equipment that use fossil
fuel. The detectors must be hard-wired units with battery back-up, meet UL
standard 2034, and be installed in accordance with the manufacturer's
recommendations. Landlord must install at least one detector per 3,000 square
feet or portion thereof. The detectors must be installed in open areas with no
barriers to airflow. Landlord must replace batteries in each detector as needed,
but not less than once a year.
2.8. Electrical: Landlord must provide and install an electrical system that is complete,
tested, and ready for operation for both power and lighting distribution. All conduit,
February 2014 Ten-Year Office Luse Page 53
wiring, electrical equipment, and fixtures must be installed and grounded in accordance
with the latest rules and regulations of the National and Massachusetts Electrical and
Building Codes, the requirements of the utility company, and the local electrical
inspection department.
2.8.1. Service: Electrical service must be of sufficient capacity (277/480 volts or
120/208 volts) to provide adequate power for the Building electrical equipment
and the power required to operate all equipment of the User Agency described in
§ B. Except for main distribution switchboard in multi-tenant buildings, power
panels must not be shared with other tenants. Landlord must provide and install
panel(s) for Iighting branch circuits independent from panel(s) supplying
receptacles and power-operated equipment in all tenant spaces above 6,000
square feet. All power and lighting panels must have bolt-on type circuit
breakers, a door with lock and key, and must include a typewritten directory on
the inside of the door. Landlord must allow 4 watts per square foot for
receptacles and lighting, and provide and install one spare circuit for every five
active circuits,based on the recommendations of the National Electrical Code.
2.8.2. Wiring: All wire must be copper. The size of feeders must be determined by
connected loads and be of adequate size to comply with code-required voltage-
drop limitations. Wiring must be installed in raceways such as EMT or in rigid
steel conduit. Type NM (romex) may not be used where the ceiling is used as a
plenum. BX (metal-clad) cable may be used above hung ceilings and in
partitions. Where building conditions do not permit concealment of wiring,
Landlord must use surface metal raceways, sudh as Plugmold or Wiremold.
Landlord must make final connections to motors with seal-tite type conduit and
fittings. Independent grounds for computer outlets must be•insulated copper
wire;metal raceways must not be used as a ground.
2.8.3. Outlets: Landlord must provide and install 20-amp, 120-volt floor or wall-
mounted duplex outlets with independent ground as follows: two per workstation
and per 75 square feet of open office area;two in each enclosed office or room of
100 square feet or less; and in each enclosed office or room in excess of 100
square feet, one duplex outlet for every additional 100 square feet or fraction
thereof. Plugmold may be installed at transaction counters,one duplex outlet per
position. Power poles(one per 600 square feet)may be used to provide power to
the outlets. Landlord must not connect more than eight standard duplex
receptacles per circuit. Landlord must not connect more than the equivalent of
one circuit for every two modular workstations,if applicable.
In all Staff Support Rooms described in § B-2.9 Assemblies and Architectural
Woodwork and indicated on the Space Allocation and Finish Schedule in § B-2,
Landlord must provide and install two wall-mounted,three pronged,ground fault
outlets above the counter, and the number of 20-amp, 120-volt outlets necessary
to power the User Agency-supplied refrigerator, microwave oven, H2O point of
use, and/or vending machines within the Staff Support Room. All power outlets
in the Staff Support Rooms must each be connected to a separate, dedicated
circuit.
2.8.4. Electrical Connections for User Agency-Provided Systems Furniture
(Workstations) described in the Space Allocation and Finish Schedule
February 2014 Ten-Year Office(rase Page 54
(SAFS): Landlord must bring power to and connect the User Agency-provided
liquid-tight whips to the User Agency-provided modular furniture system The
modular furniture system has three common 20-amp circuits, and one dedicated
20-amp computer circuit. Landlord must plan one such power feed for every six
workstations at a ratio of 2 workstations per circuit.
2.8.5. Floor Core with Poke-Thru Device; Floor Core with Poke-Thru Device and
Empty Conduit With Pull String: Landlord must provide and install a floor
core with a poke-thru device that accommodates one voice, one data and one
electrical outlet in every conference room of 200 square feet or more.
In addition, in all rooms where a ceiling-mounted projector (by Tenant) and a
floor core with poke-thru device (by Landlord) are noted in the Comments
section of the Space Allocation and Finish Schedule in § B.2, Landlord must
install a 1 hV empty conduit with pull string from the floor core to the top of the
wall closest to the location of the projector for installation of AN cabling by
Tenant's vendor. The poke-thru device must accommodate one voice, one data,
one electrical, and one AN outlet.In addition, Landlord must provide and install
a universal projector-mounting bracket with appropriate wood-blocking and a
110 duplex receptacle in the ceiling tile.
2.8.6. Lighting and Switches:
All fixtures must be compatible with the ceiling system and must be installed
flush with the normal ceiling surface. Lighting fixtures must be spaced to
maintain a uniform lighting level of 50-foot candles at desk-top height above
desks, in individual offices and modular workstations in the open areas. The
lighting level in circulation areas, storage roams, and conference rooms may be
lower and follow the guidelines of the Illuminating Engineering Society of North
America(IESNA).
For all new installations,all fixtures must be UL-listed recessed 2'x Tor 2'x 4'
energy-efficient fixtures with Super T-5 fluorescent lamps,energy-saving
electronic ballasts, and direct/indirect acrylic lenses.
For existing installations where light fixtures are being re-used or are being
retrofitted for re-use,all fixtures must,at a minimum,be UL-listed 2' x 2' or 2'x
4' energy-efficient fixtures with T-8 fluorescent lamps,energy-saving electronic
ballasts,and 1"silver-finish paracube or parabolic lenses.
Light fixtures in conference rooms measuring 300 square feet or more must be
dimmable
Landlord must provide and install one single pole lighting switch per enclosed
room and per 600 square feet of open floor area. Divisible spaces and areas with
more than one access point must have three-way or four-way switching. All
switches must be located adjacent to the entrance door(s) of each space. All
lighting switches must be equipped with occupancy-sensor devices and must be
linked to an energy-management system (EMS). In all Entry Areas, Landlord
must provide and install locked panels to prevent tampering.
February 2014 Ten-Year Office Lease Page 55
For Traditional Voice&Data Cabling
2.8.7. Voice Cabling: Landlord must provide and install a complete voice cabling
system for the leased space that conforms to the Commonwealth's Information
Technology Division (ITD) Cabling Standards and Guidelines, including all
horizontal station cabling, communications outlets, modular connectors,
permanent connectors and vertical distribution systems (or riser backbones) with
copper riser cable for voice, and access conduits, one plenum-rated inner duct
with pull string from the Building Demarc to the Tenant's MDF, and sleeved
cores. A printable version of TTD's Cabling Standards and Guidelines may be
downloaded from ://www ma v/anf/doc / d/ lice -
standards-/cablingstandardsandnu delines.t)dfy. Landlord must provide and install
adequate wall-mounted plywood backboard,and 110 punch-down blocks or rack-
mounted modular RJ45 patch panels.
Landlord must pre-cable each telephone jack/extension from the modular patch
panel in the Main Distribution Frame(MDF)to the extension location, including
all individual jack locations in the modular systems furniture. Pre-cabling must
consist of one plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTP) cable connecting to dual faced modular RJ-II or RJ45 jacks, or as
required by the voice-station equipment, at the extension. The exact jack type
must conform to TTD's Cabling Standards and Guidelines.
Station cable to the Intermediate Distribution Frame(s)(IDF) must terminate into
a 110-type punch-down block. Cables must be cut down in numerical order.
Cables must include six feet of extra length, looped in the room to allow for
future adjustment of blocks. All station cabling must conform to ITD's Cabling
Standards and Guidelines,including a physical cable test with signed acceptance.
Landlord must provide and install telephone communications outlets as follows:
two in each conference room, hearing room and any other room/office of 100
square feet or less;three in all rooms/offices greater than 100 square feet or more
in rooms noted in the Space Allocation and Finish Schedule in § B-2, one per
workstation and one per 150 square feet of open office area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified communications
installer certified in the installation of low voltage cabling authorized by the User
Agency to cable for telephone.
Landlord must provide a secure storage area in the Building for telephone
equipment at no cost to the User Agency one month before the initial scheduled
date of occupancy of the proposed space. The User Agency must be permitted
access to the proposed Premises before the date of occupancy without charge to
install the voice/data system and other fixtures as required.
Landlord must allow the telephone service provider access into the Building
before occupancy to enable the installation of trunk lines and interface
equipment. The trunk lines must terminate within the space occupied by the User
Agency, in the MDF.
February 2014 Ten-Year Office Lease Page 56
2.8.8. Data Cabling: Landlord must provide and install a complete data cabling
system for the leased space that conforms to the Commonwealth's Information
Technology Division (1TD) Cabling Standards and Guidelines, including all
horizontal station cabling, communications outlets, modular connectors,
permanent connectors and vertical distribution systems (or riser backbones) with
fiber riser cables for data, and access conduits and sleeved cores. A printable
version of TI'D's Cabling Standards and Guidelines may be downloaded from
<Ltt ://www.mass. v/anf/docs/itd/ licies-
standards/cablin tandar sand deline fl. Landlord must provide and
install adequate plywood backboard, and rack-mounted modular RJ-45 patch
panels.
Landlord must pre-cable each data jack/extension from the rack-mounted
modular RJ45 patch panel in the MDF to the jack location, including all
individual jack locations in the modular systems furniture. Pre-cabling must
consist of two plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTTP)cables connecting to dual faced modular RJ45 jacks,or as required by the
data equipment, at the extension. The exact jack type must conform to TTD's
Cabling Standards and Guidelines. Installation must not exceed a 100-meter
insertion loss.
Landlord must supply patch panels and equipment cabling as required by the
User Agency during the design phase. All data cabling must conform to IM's
Cabling Standards and Guidelines, including a physical cable test with signed
acceptance.
Landlord must provide and install data outlets as follows: two in each
conference room, hearing room and any other mom/office of 100 square feet or
less; three in all rooms/offices greater than 100 square feet or more in rooms
noted in the Space Allocation and Finish Schedule in § B-2; and one per
workstation and per 150 square feet of open space area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified data cabling installer
certified in the installation of low voltage cabling authorized by the User Agency
to cable for data.
Landlord must provide and install all telecommunications cabling neatly without
using any electrical conduits, plumbing,heating or air-conditioning structures for
support. Cabling must be routed so that it does not interfere with access to
panels, switches,valves or other maintenance systems. All data cabling must be
at least one foot away from power unless it is run in separate conduit or cable
trays.
All twisted pair cable must be tested by the installer for opens, shorts, crossed
pair,properly terminated connections and the ability to meet Category 6. All test
results must be included in the Cable Documentation.
All cables must be marked clearly and legibly at both ends. All cables must be
labeled with floor,room,and jack number for ease of identification.
Febnwry 2014 Ten-Year office Lease Page 57
Station locations must be marked on connection blocks at all IDF and MDF. The
first pin for each station cable must be identified.
Cable Documentation: The cable installer must provide clean and legible "as-
built" cable drawings and records as part of the system installation. These
drawings must, at a minimum, show the location of the MDF and the location
and type of all IDFs, all distributing cable runs, and all outlets. Cable record
must, at a minimum, include station number, horizontal and riser distribution
cable numbers and all other information necessary to correlate cable runs and
terminating locations. Cable records must also include the cable lengths for all
distribution and outside plant cable(by segment)and the Iocations of any splices.
Cable test results must be included in the Cable Documentation.
Or
For Voice over IP
2.8.9. Telecommunication Cabling: Landlord must provide and install a complete
vertical and horizontal telecommunication cabling system for the leased space to
accommodate the User Agency's data, voice over internet protocol system
(VOTP), printer, TTY, facsimile, and other telecommunication equipment needs.
The telecommunication cabling must include all horizontal station cabling,
communications outlets, modular connectors, permanent connectors, vertical
distribution systems (or riser backbones) with fiber riser cables, a 25-pair copper
cable for back up, and access conduits, one plenum-rated inner duct with pull
string from the Building Demarc to the Tenant's MDF, and sleeved cores.
Landlord must supply patch panels and equipment cabling as required by the
User Agency during the design phase. All telecommunication cabling must be
consistent with the Commonwealth's Information Technology Division MD)
Cabling Standards and Guidelines. A printable version of I'TD's Cabling
Standards and Guidelines may be downloaded from
<htta://www.mass.ggvlanf/docs/itdW]icies-
tandards/cablin land sand delines. . Landlord must provide and install
adequate plywood backboards, a ceiling-mounted cable tray system, and rack-
mounted modular RJA5 patch panels.
Landlord must pre-cable each jack/extension from the rack-mounted modular RJ-
45 patch panel in the Main Distribution Frame (MDF) to each jack location
including jack locations in the modular systems furniture. Pre-cabling must
consist of two plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTP)cables connecting to dual faced modular RJ45 jacks,or as required by the
telecommunication equipment, at the extension. The exact jack type must
conform to TTD's Cabling Standards and Guidelines. Installation must not exceed
a 100-meter insertion loss.
Where applicable, station cable to the Intermediate Distribution Frame(s) (IDF)
must terminate into a rack-mounted modular RJ-45 patch panel. Cables must be
cut down in numerical order. Cables must include six feet of extra length, looped
in the room to allow for future adjustments. -
All cabling must conform to ITD's Cabling Standards and Guidelines, including
a physical cable test with signed acceptance.
February 2014 Ten-Year Office tease Page 58
Landlord must provide and install telecommunication outlets as follows: two in
each conference room, hearing room and any other room/office of 100 square
feet or less; three in all rooms/offices greater than 100 square unless otherwise
indicated in the Space Allocation and Finish Schedule in § B-2; and one per
workstation and per 150 square feet of open space area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified telecommunication
cabling installer certified in the installation of low voltage cabling authorized by
the User Agency.
Landlord must provide and install all telecommunications cabling neatly without
using any electrical conduits,plumbing,heating or air-conditioning structures for
support. Cabling must be routed so that it does not interfere with access to
panels, switches, valves or other maintenance systems. All cabling must be at
least one foot away from power unless it is run in separate conduit or cable trays.
All twisted pair cable must be tested by the installer for opens, shorts, crossed
pair,properly terminated connections and the ability to meet Category 6. All test
results must be included in the Cable Documentation.
All cables must be marked clearly and legibly at both ends. All cables must be
labeled with floor,room,and jack number for ease of identification.
Station locations must be marked on patch panels at all IDF and MDF. The fast
pin for each station cable must be identified.
Cable Documentation: The cable installer must provide clean and legible "as-
built"cable drawings and records as part of the installation of the system. These
drawings must, at a minimum, show the location of the MDF and the location
and type of all IDFs, all distribution cable runs, and all outlets. Cable record
must, at a minimum, include station number, horizontal and riser distribution
cable numbers and all other information necessary to correlate cable runs and
terminating locations. Cable records must also include the cable lengths for all
distribution and outside plant cable(by segment)and the locations of any splices.
Cable test results must be included in the Cable Documentation.
2.8.10. Main Distribution Frame(MDF): Landlord must provide and install dedicated
power to the MDF, as well as any electrical adapters or receptacles required to
operate the User Agency's voice, data, and security system equipment in
accordance with the most recent edition of the Electrical Code. The electrical
panels serving the MDF must be located in the MDF. For the purposes of this
RFP, Landlord is to assume a need for [ ] duplex receptacles each on a
dedicated 20-amp circuit and[ ]L6-30R NEMA receptacles each on a dedicated
30-amp circuit mounted to the side of the cable trays.
In addition to general lighting, Landlord must install two emergency power
failure lights,and six convenience outlets.
Landlord must equip the MDF with the following:
February 2014 Ten-Year Office Lase Page 59
• hand-held fire extinguishers at locations and in the amount indicated by
codes
• a protective cage on each sprinkler head
• a smoke-detection system linked to the Building fire alarm system
• a water-detection system linked to the security system monitoring service
• an ambient-temperature and humidity monitoring system linked to the
security-system monitoring service
• a dedicated air-conditioning system designed to maintain the following
environmental conditions 24/7 at full load heat dissipation: ambient
temperature of not more than 70 degrees Fahrenheit and relative humidity of
30% to 50%. Landlord's design professionals must survey the User
Agency's equipment to be housed in the MDF and must design an air-
conditioning system sufficient for the equipment,plus a 30%load increase
• approximately 12'-0" x 8'-0" of off-set wall-mounted studded 3/4" fire-
retardant treated plywood backboards
• a 12"-wide ceiling-mounted cable-tray system (assume 1.5 times the
perimeter of the room)
• a minimum of [ ] 19" two-post server racks for installation of the User
Agency's equipment
• a comprehensive grounding system for all electric circuits, cabinets, devices,
battery racks,and non-current-carrying metallic parts, in compliance with the
most recent edition of the Electrical Code
The MDF must be kept free of dust during construction, and equipment that
produces radio-frequency interference (RFI) or electromagnetic interference
(EMI)must not be located in the MDR
The MDF should be centrally located within the User Agency's Premises.During
the design phase,Landlord's design professionals must survey the User Agency's
equipment to be housed in the MDF and must confirm that the proposed lay out
of the User Agency's equipment, including a 30% growth factor, and the
Landlord's air conditioning equipment does not exceed the structural capacity of
the floor in the MDF.
2.8.11. Security Systems
2.8.11.1. Intrusion Alarm: Landlord must provide and install an intrusion
alarm system to serve the Premises. This system must, at a minimum,
include motion detectors and contact alarms for all doors and operable
windows, all of which must be connected to a security monitoring
service staffed 24/7 to alert Landlord's property manager and User
Agency. The system must be approved by the User Agency before
Landlord installs the system.
2.8.11.2. Card Access Control System: Landlord must provide and install a
card access control system with proximity readers to serve the
Premises. At a minimum,this system must include: a server and head-
end terminal with the associated software, memory and capacity
February 2014 Ten-Year office Lease Page 60
sufficient to store and retrieve a minimum of a 120-day history; card
readers at every Building entrance to be used by Tenant's staff, every
door serving as entry point to Tenant's premises, every stairwell door
leading to or from the premises, at the MDF and IDF rooms, and at up
to[ ]other locations to be confirmed by the User Agency during the
design phase; emergency exit override switches, where required; and
one proximity card per staff plus 10% extra. The system must be
compatible with the Building card readers, if the Building is equipped
with such a system. The system must have the ability for multi-level
access programming and the ability to read 125 megahertz ID cards.
All proximity card readers must be installed in accessible locations and
at accessible heights.
2.9. Assemblies and Architectural Woodwork: All work under this section must comply
with accessibility regulations for counter height, knee space and width. Landlord must
follow AWI custom grade standards for quality of construction and materials; scribe all
work to fit; and provide all hardware(i.e.,hinges,pull catches,standards and brackets)as
required for a complete facility. The finish must consist of either one coat sealer/primer
and two coats semi-glass enamel,up to three colors selected by the User Agency, or two
coats polyurethane, with or without stain. High-pressure, general purpose-type laminate,
class l must be used throughout. Horizontal surfaces must be .028" thick, color to be
selected by the User Agency. All boards having an exposed surface of plastic laminate
must have a .050"thick plastic laminate backing type M or type S applied to the opposite
side of the backing material. Landlord must provide and install backsplashes scribed to
fit at all installations. All underlying stock for casework must be water-resistant, particle
board.
2.9.1. Counter and Cabinetry in Staff Support Rooms: Landlord must provide and
install a plastic laminate countertop 24"wide x 8' long with a 4"high continuous
backsplash, and base and overhead cabinets with surface-mounted doors and
accessible hardware in all Staff Support Areas identified on the Space Allocation
and Finish Schedule in§ B-2.
The assemblies must meet all accessibility requirements, and Landlord must
coordinate the design and installation of the counter and cabinetry with the
installation of the sink and electrical outlets respectively described in § B-2.6
Plumbing and in§B-2.8 Electrical.
2.9.2. Chair Rail: Landlord must provide and install a 1" x 4" milled chair rail
finished with either one coat sealer/two coats semi-gloss enamel paint, or two
coats polyurethane, with or without stain, in all conference rooms, hearing
rooms, interview rooms, and waiting areas identified on the Space Allocation
and Finish Schedule in§B-2. See Technical Exhibit 4.
2.9.3. Raised Access Flooring; Landlord must provide and install a raised access
flooring system for the entire area of the Operations Room. Access floor system
must consist of modular and removable all steel welded panels supported on all
four edges by structural steel members which are designed to bolt onto adjustable
members which are designed to bolt onto adjustable height pedestal assemblies
forming a modular grid pattern. Access floor system must consist of All Steel
1500 panel supported by a bolted stringer understructure system as manufactured
February2014 Ten-Year Office Lease Page 61
by Tate Access Floors, Inc. or approved equal. Provide manufacturer's standard
ramps, railing, guard rails, fascia plates, and perimeter supports. Ramps, rails,
and guard rails must comply with Massachusetts State Building Code,
Massachusetts Architectural Access Board requirements and USAF. Provide six
spare floor panels for each type used and provide two pane4l lift devices. Finish
the surface of floor panels with carpeting.
February 2014 Tea-YearORce Law Page 62
EXHIBIT C-3
Landlord's Improvements
The Landlord must make the following improvements to the Premises, 1000 Suffield Street,Agawam.
1. Landlord must replace Carpet and Straight Base or Resilient Flooring and Cove Rubber Base in
the Training Room,Staff Support Room, and hallway.
2. Landlord must repair Front Stairs.
3. Landlord must clean HVAC venting system.
4. Landlord must provide and install a dedicated air-conditioning system in the MDF Room designed to
maintain the following environmental conditions 24/7 at full load heat dissipation: ambient temperature of
not more than 70 degrees Fahrenheit and relative humidity of 30% to 50%. Landlord's design
professionals must survey the User Agency's equipment to be housed in the MDF and must design an air-
conditioning system sufficient for the equipment,plus a 300A load increase
5. Landlord must provide Tenant with a registered engineer's written certification certifying that the HVAC
system, as designed and constructed, satisfies the specifications of Exhibit C-2 to the Lease. The
engineer's certification must also certify that the air distribution system serving the Premises is properly
balanced in accordance with the design intent sett for in these specifications: A copy of the supporting
balancing report must accompany the engineer's certification,and both must be provided to Tenant within
60 days after Landlord's receipt of a fully-executed counterpart of this Lease. Any deficiencies must be
corrected by Landlord at Landlord's sole cost and expense.
All of the Landlord's Improvements must be In compliance with Exhibit C-2 to the Lease.
February 2014 Ten-YmrOffice[.ease Page 63
Exhibit D:
Project Schedule
Landlord must make the Landlord's Improvements to the Premises described in Exhibit C-3 within 60
days after receipt by Landlord of a fully-executed counterpart of this Lease.
February 2014 Ten-Year Office Lease Page 64
Instructions for Completion of Landlord's Beneficial-Interest-Disclosure Statement
The "Office Lease" and the "Parking Lease" of the Commonwealth of Massachusetts each
requires two documents: "Landlord's Beneficial-Interest-Disclosure Statement" and"Certificate
of Tax-and-Employment-Security Compliance." The disclosures and certifications that are
elicited by these documents are required by Massachusetts law. Rent and other payments
required by the lease cannot be made until these forms are properly completed, submitted and
approved
Each document must be fully completed and signed by Landlord. An original of each document
must be submitted by Landlord and retained in the project file for the Lease that is maintained by
the Division of Capital Asset Management and Maintenance (DCAM). The Commonwealth
cannot sign the Lease until both documents are in proper form.
To assist you in your preparation of a "Landlord's Beneficial-Interest-Disclosure Statement," we
have prepared these instructions and the attached sample.
Regarding the "Landlord's Beneficial-Interest-Disclosure Statement," questions sometime arise
in connection with items (5)and (6).
• Item (5) must list all individuals who have a direct or indirect beneficial interest in
Landlord. If Landlord is organized as a trust, a corporation, an LLC, or some other
entity, item (5) must disclose the name and address of all individuals who have an
indirect interest. For example, assume that Landlord is a limited partnership; if the
general partner of Landlord is a corporation, the shareholders of the corporate general
partner must be disclosed; if a shareholder of the corporate general partner is an
entity, such as a partnership, an LLC,or a corporation, then the partners, members, or
shareholders, respectively, of that shareholder also must be disclosed.
• It is helpful to think of the disclosure process as analogous to removing the layers of
an onion, one layer at time, until there are no remaining layers.
• The only statutory exception is for qualified stockholders of public corporations, that
is, the stock of such corporations is listed with the SEC for sale to the general public:
If a stockholder of a public corporation owns less than 10% of the outstanding stock
that is entitled to vote at the annual meeting of the corporation, that.stockholder does
not need to be disclosed. However, any stockholder owning 10% or more of such
outstanding stock must be disclosed.
+ Item (6) cannot be left blank and must be completed, even if the correct answer is
"none."
If you have any questions,please contact the DCAM Office of Leasing and State Office Planning
paralegal at 617-727-8000.
July 2011
SAMPLE
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
[Italicized information completed for illustrative purposes only)
Pursuant to G.L.c.7, §40J 1,the undersigned John A. Smith , Manager of
(Name) (Title)
122 Main LLC. certifies the following:
(Full name(s)of Landlord,as Landlord's name(s)appear(s)in this Lease)
(1) DESCRIPTION AND ADDRESS OF LEASED PREMISES:
Approximately 5,000 usable square feet of ogee space(Suite 100)on the first or o uilding located
at 122 Main St.,Anytown, MA 02466
(2) TERM OF LEASE: From: Date o Occupancy t v ears m Dar Occupancy
(3) L RD' NAME DID D
122 Mai C.
10 C [erAve., Anyt w M 02 66
(4) T A min w al h o M ss use
(S) Name d d s of p o have or will have a direct or indirect beneficial interest in the above
pro rt or including prospective purchasers (if more space is needed, please attach additional
pag s(s)). P note: do not write"none."
NA ADDRESS
XYZ Limited Partnership 10 Center Ave.,Anytown, MA 02466
This entity is the sole member of Landlord. Disclosure information continued in the attached Supplement.
(6) None of the above mentioned persons is an employee of the Division of Capital Asset Management and
Maintenance ("DCAM") or an official elected to public office in the Commonwealth of Massachusetts,
except as listed below(if none,write"none";do not leave blank).
NAME DCAM OR PUBLIC-OFFICE TITLE
None
(7) The undersigned further agrees that a new Disclosure Statement shall be made in writing,under penalties of
perjury, during the Term in case of any change of interest in such property, within thirty days of such
change.
Signed under the penalties of perjury on February 14, _. ,2002
Isl&hn A. Smith
Signature of Person whose Name and Title
appear at the top of this page
t-No agreement to rent...real property to a public agency,and no renewal or extension to such agreement shall be valid and no payment shall be
made to the lessor...of such property,unless a statement,signed under penalties of perjury,has been tiled by the lessor...and in the case of a
corporation by s duly authorized ofeer thereof giving the true names and addresses of all persons who have or will have a direct or indirect
beneficial interest in said property with the commissioner of capital asset management and maintenance." (G.L c.7,§4W).
NOTE: The statute that requires these disclosures is G. L. c. 7, §40J. This sample,on the preceding page and this
page,is based on the following assumptions:
Landlord is a limited liability company. Its sole member is a limited partnership,whose sole general partner
is a corporation and whose Iimited partners include a trust. This Landlord will need to disclose the name
and address of its sole member (e.g., XYZ Limited Partnership, 10 Center Avenue, Anytown,
Massachusetts). Landlord will also need to disclose the names and addresses of the partners of the XYZ
Limited Partnership, including all general partners and all Iimited partners. In this example, since the sole
general partner is a corporation, the names and addresses of all stockowners of that corporation must also be
disclosed,and if any stock is owned by non-individuals(e.g.,a trust),the disclosure of that position must,in
turn, be taken to the individual level (Le., the trustee and the beneficiaries of the trust). If the limited
exception for SEC-listed corporations is applicable, the disclosure should state, for example,that the stock
of X Corporation is listed with the SEC for sale to the general public and no shareholder owns 10%or more
of the outstanding stock entitled to vote at the corporation's annual meeting, Similarly, in this example,
disclosure information for the trust (as limited partner) must also disclose the name and address of each
trustee and each beneficiary.
SUPPLEMENT TO
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
OF 122 MAIN L.L.C.
ITEM 5.Continued
The partners of XYZ Limited Partnership are:
General Partner
XYZ,Inc.,is the sole General Partner of XYZ Limited Partnership.XYZ,Inc.,is 100%ow y X,Inc. The stack
of X,Inc., is listed with the SEC for safe to the general public,and no shareholder o 0%or ore of the
outstanding stock entitled to vote at the annual meeting of X,Inc. The prin ipal offs a ad of XYZ,Inc.,and X,
Inc.,is I Beacon Street,Boston,Massachusetts 02108. XYZ,Inc.,has interesi in YZ ited Partnership.
Limited Partners
John A Smith D
12 Easy St.
Belmont,Massachusetts 02
499b interest in XYZ Limi ed P tners iip
Smith F ily Trust
Bank Of a .A., s
c%Jaso Jo st ft r
Bank O ewport, Departme
I Aquidn enu
Newport od Isl 02 0
49%in eves ' X i Led Partnership
The sole nefic' o the Smith Family Trust is:
Judith Nig
10 Mill Street
Newport,Rhode Island 02840
SAMPLE
CERTIFICATE OF TAX-AND-EMPLOYMENT-SECURITY COMPLIANCE
(Italicized information completed for illustrative purposes only]
Pursuant to G.L.c.62C,§49A(b)t and G.L.c. 151 A,§19A(b)',I,John A ith ,
(Name)
Manager of 122 Main. LLC.
(Title) (Name of Landlord)
whose principal place of business is located at 10 Center Ave. An lawn A 02466
Vrea
certify that:
A. The above-named Landlord has complied with all laws of the Commo reporting of
employees and contractors,and withholding and remitting child supp
B. The above-named Landlord has complied with' la s of the oemployment-
security contributions and payments in lieu of ontri ut ons�}
Signed under the penalties of perj o Febr ra 1
IS/John A,Smith
Signature of Person whose Name and Title
appear at the top of this page
"No contract or other agreement for the purpose of providing goods,services or real estate to any...agencies(of the Commonwealth)shall be
entered into,renewed or extended with any person unless such person certifies in writing under penalties of perjury,that he has complied with all
laws of the Commonwealth relating to taxes,reporting of employ=and contractors,and withholding and remitting child support,-
2 "No contract or other agreement for the purpose of providing...physical space to any agency or instrumentality of the Commonwealth shall
be entered into,renewed or extended with any employer unless such employer certifies in writing under penalties of perjury,that said employer
has complied with all laws of the Commonwealth relating to f employment-security]contributions and payments in lieu of contributions."
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
Pursuant to G. L.c. 7C,§38',the undersigned Richard A.Cohen , Mayor of
(Name) (Title)
Town of Agawam certifies the following:
(Full name(s)of Landlord,as Landlord's name(s)appear(s)in the Lease)
(1) DESCRIPTION&ADDRESS OF LEASED PREMISES:
6,594 usable square feet of office space at 1,000 Suffield Street,Agawam
(2) TERM From:dune 12010 to:May 31,2026
(3) LANDLORD NAME and ADDRESS:
Richard A.Cohen,Mayor,Town of Agawam
36 Main Street
Agawam,Massachusetts 01001
(4) TENANT: Commonwealth of Massachusetts
(5) Name and address of all persons who have or will have a direct or indirect beneficial interest in the above
property of Landlord(including prospective purchasers). Please note: Do not write"none."
NAME ADDRESS
Citizens of the Town of Agawam
(6) None of the above mentioned persons is an employee of the Division of Capital Asset Management and
Maintenance ("DCAMM") or an official elected to public office in the Commonwealth of Massachusetts,
except as listed below. Please note: If none,write"none";do not leave blank.
NAME DCAMM OR PUBLIC-OFFICE TITLE
It is impossible to ascertain whether any of the Citizens of Agawam is an employee of DCAMM or an
official elected to public office in the Commonwealth of Massachusetts
(7) The undersigned further agrees that a new Disclosure Statement must be made in writing, under penalty of
perjury,during the Term in case of any change of interest in such property,within 30 days of such change.
Signed under the penalties of peq ury on 20
Signature of Person whose Name and Title appear at
.the top of this page
'"No agreement to rent...real property to a public agency,and no renewal or extension to such agreement,shall be valid and no payment shall be
made to the lessor...of such property,unless a statement,signed,under penalties of perjury,has been filed by the lessor,...and in the case of a
corporation by a duly authorized officer thereof giving the true names and addresses of all persons who have or will have a direct or indirect
beneficial interest in said property with the commissioner of capital asset management and maintenance." (G.E,c.7C,§38).
CERTIFICATE OF TAX-AND-EMPLOYMENT-SECURITY COMPLIANCE
Pursuant to G.L.c.62C,§49At,and G.L.c. 151 A,§ 19A(b)2, Richard A.Cohen ,
(Name)
Mayor of Town of Agawam ,
(Title) (Name of Landlord)
whose principal place of business is located at_ „ 36 Main Street,Agawam,Massachusetts 01001 ,
,certifies that:
A. Landlord has complied with all laws of the Commonwealth relating to taxes, reporting of employees and
contractors,and withholding and remitting child support.
B. Landlord has complied with all laws of the Commonwealth relating to employment-security contributions
and payments in lieu of contributions.
Signed under the penalties of perjury on ,20
046001065
Federal Identification Number
Signature of Person whose Name and Title appear at
the top of this page
"No contract or other agreement for the purposes of providing...real estate space to any...agencies[of the Commonwealth]shall be entered
into,renewed or extended with any person unless the person certifies in writing under penalties of perjury,that he has complied with all laws of
the commonwealth relating to taxes,reporting of employees and contractors,and withholding and remitting child support..."
"No contractor other agreement for the purpose of providing...physical space to any agency or instrumentality of the commonwealth shall be
entered into,renewed or extended with any employer unless such employer certifies in writing,under penalties ofperjury,that said employer has
complied with all laws of the commonwealth relating to[employment-security]contributions and payments in lieu ofcontributions."
Patrick Tone
From: Vince Gioscia
Sent: Tuesday, April 26, 201611:58 AM
To: Patrick Toney
Subject: FW: MEMA Lease
Vincent F. Gioscia, Esq.
City Clerk
36 Main Street
Agawam, MA 01001
Telephone: 413-786-0400 ext. 8744
Facsimile: 413-786-9927
E-mail: vgioscia af)agawam.ma.us
From: Kevin Baldinl
Sent: Wednesday, February 03, 2016 3:48 PM
To: Vince Gioscia; Mayor Richard Cohen
Subject: RE: MEMA Lease
Dear Mayor and Vince:
Currently the lease amount for the MEMA space is$79,128 annually,or$12.00/sf for 6,594 square feet of net leasable
area. This has been the lease rate for years six through ten of the lease, with the rate formally$10.00/sf for years one
through five of the lease.
It is my understanding that this is a gross lease, with the town of Agawam paying all expenses, including utilities,
insurance, maintenance and cleaning.
Considering these facts, it would be my recommendation that the new lease rate for the first five years be$14.00 per
square foot, which equates to$92,316 annually, and $16.00 per square foot, or$105,504 annually for the second five
years.
I hope that this information is helpful.
Kevin
Assessor
Town of Agawam,
413-786-0400 x 8704
i
THIS OFFICIAL FORM MUST NOT BE ALTERED.
ALL MODIFICATJONS MUST BE 1► E,BY SEPARATE RIDER.
COMMONWEALTH OF MASSACHUSETTS
OFFICE LEASE
1. SUBJECT MATTER-AND TABLE OF CONTEMrS
1.1 Subiect Matter
Each of the references in this Lease to any of the following subjects incorporates the data stated
for that subject in this § 1,1 and, unless defined elsewhere in this Lease,constitutes the definition
of the listed subject.
DATE OF LEASE:
LANDLORD: Town of Agawam
ADDRESS OF LANDLORD: 36 Main Street
Agawam,Massachusetts 01001
LANDLORD'S REPRESENTATIVE: Name: Richard A. Cohen,Mayor
Address: 36 Main Street
Agawam,Massachusetts 0100I
and/or such other persons as Landlord
designates from time-to-time
TENANT: The Commonwealth of Massachusetts acting by
and through the Commissioner of its Division of
Capital Asset Management and Maintenance
(DCAMM) of the Executive Office for
Administration and Finance on behalf of the
User Agency, Massachusetts Emergency
Management Agency
ADDRESS OF TENANT: Division of Capital Asset Management and
Maintenance
One Ashburton Place, 15th Floor
Boston,Massachusetts 02108-1518
February 2014 Ten-Year Offeee Lease Page 1
TENANT'S REPRESENTATIVE: Name: Name: Martha Goldsmith,Director
Division of Capital Asset Management
and Maintenance
Address: One Ashburton Place,Room 1411
Boston,Massachusetts 02108
and/or such other persons as Tenant
designates from time-to-time,as set
forth in§4.4
USER AGENCY: Massachusetts Emergency Management Agency
ADDRESS OF USER AGENCY: 400 Worcester Road
Framingham,Massachusetts 01702
USER AGENCY'S REPRESENTATIVE: Name: Ann McCarthy, General Counsel
Address: 400 Worcester Road
Framingham,Massachusetts 01702
and/or such other persons as User
Agency designates from time-to-time,
as set forth in§4.4
BUILDING(ADDRESS): 1000 Suffield Street
Agawam,Massachusetts 01001
PREMISES: Floor: Partial First Floor within the Building as
shown in Exhibit A, together with all of the
Landlord's Improvements (as defined in § 4.1)
made within the Premises pursuant to the
provisions of this Lease.
USABLE AREA OF PREMISES: Office Space: 6,594 square feet
Storage Space: -0- square feet
RESERVED PARKING SPACES: Number: 35
Location: 1000 Suffield Street
Agawam,Massachusetts 01001
PERMITTED USES: Subject to the provisions of§6.1,Tenant must use
the Premises for the following purposes: General
Business Office,Regional Emergency Operations
and Training Center supporting disaster and incident
response and recovery operations and public safety
operations.
Fcbru 2014 Ten-Year Office Lease Page 2
TERM: The Term begins on the Date of Occupancy, as
defined in § 3.2, at 12:01 a.m., and continues
until 11:59 p.m. of the date immediately
preceding the tenth anniversary of the Date of
Occupancy.
"Term" includes the Term, unless otherwise
expressly stated. "Expiration Date" means the
last day of the Term, and includes any effective
date of termination of this Lease, unless
otherwise indicated.
BUSINESS DAY: Unless otherwise provided by this Lease,
"business day" means any day other than
Saturday, Sunday, or a designated holiday of the
Commonwealth of Massachusetts on which the
offices of the Commonwealth of Massachusetts
are closed, whether throughout the
Commonwealth of Massachusetts or only in
Suffolk County.
Februry 2014 Ten-Year Office[rase Page 3
BASE RENT FOR TERM:
Year One: $22,316.00 per year in monthly installments of$7,623.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Two: $ 29 ,316.00 per year in monthly installments of$7 6 3.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Three: $92 316.00 per year in monthly installments of$7 6. 93.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Four: $92,316.00 per year in monthly installments of$7.693.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Five: $ 29 ,316.00 per year in monthly installments of$7.693.00
$ 14.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Six: $105_,504.00 per year in monthly installments of$8,792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Seven: $105,504.00 per year in monthly installments of$9,792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Fdn►ary 2014 Ten-Year office Lease Page 4
Year Eight: $105,504.00 per year in monthly installments of$8 792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Nine: $105,504.00 per year in monthly installments of$&792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
Year Ten: $105,504.00 per year in monthly installments of$8,792.00
$ 16.00 per square foot for office space
$ per square foot for storage space
$ per parking space per year
F'thnm y 2014 Ten-Year Office Lease Page 5
1.2 Table of Contents
1. SUBJECT MATTER AND TABLE OF CONTENTS
1.1 Subject Matter.................................................................. .............................................................. 1
1.2 Table of Contents...............................................................................................................................6
2. PREMISES:USABLE A
2.1 Premises; Appurtenant Rights............................................................................................................9
2.2 Usable Area.............................................................................. .........................................................9
3. RENT,•DAn OF OCCIRANCY
3.1 Rent Payment....................................................................................................................................9
3.2 Date of Occupancy;Commencement of Rent Obligation................................................................. 10
3.3 Tenant's Entry Before Term without Charge.......................... .......................................................... 10
4. IMPROVEMENTS L3Y LANDLORD
4.1 Landlord's Improvements................................................................................................................... 11
4.2 Working Drawings............................................................................................................................. 11
4.3 Completion Date;Tenant Delays; Standard for Substantial Completion........................................... 13
4.4 Tenant's Representative,User Agency's Representative,and Authorized Representative................ 15
5. LANDLORD'S COVENANTS
5.1 Ownership; Signatory Authority; Debarment;Pending Proceedings; Changes................................. 15
5.2 Delivery of Premises; Compliance with Law..................................................................................... 16
5.3 Quiet Enjoyment ................................................................................................................................ 17
5.4 Correction of Defective Work;Repair of Premises and Building...................................................... 17
5.5 Delivery of Services and Utilities...................................................................................................... 18
5.6 Hazardous Substance.......................................................................................................................... 19
6. TENANTS COVENANTS
6.1 Use of Premises..................................................................................................................................20
6.2 Care of Premises.................................................................................................................................21
6.3 Hazardous Substance..........................................................................................................................21
6.4 Compliance with Applicable Laws and Removal of Liens................................................................21
6.5 Assignment and Subletting. ...............................................................................................................22
6.6 Alterations and Additions...................................................................................................................23
6.7 Yield Up at Termination of Lease......................................................................................................24
7. CASUALTY: EMINENT DOMAIN
7.1 Fire or Other Casualty........................................................................................................................24
7.2 Eminent Domain................................................................................................................................25
8. 1I4DEMNIFICATION AND INSURANCE
8.1 Indemnification of Tenant by Landlord.............................................................................................27
8.2 Insurance Coverage to be Maintained by Landlord...........................................................................27
8.3 Tenant's Self-Insurance......................................................................................................................28
8.4 Tenant's Personal Property; Assumption of Risk..............................................................................28
8.5 Waiver of Subrogation........................................................................................ ... ..........................28
9. DEFAULT
9.1 Event of Default by Tenant................................................................................................................28
Febmary 2014 Ten-Year Office Lease Page 6
92 Remedies of Landlord........................................................................................................................29
9.3 Cure bv Landlord ...............................................................................................................................30
9,4 Event of Default 6p Landlord .—.—....------.--------.—._—..........---.—.—,.3U
9.5 Remedies mf Tenant............................................................................................................................30
9.6Cue Bv Tenant..................................................................................................................................3l
9.7 Remedies Cumulative.................. .....................................................................................................]1
lO.l Estoppel Certificate............................................... ..........................................................................]l
l0.% Subordination ..................................................................................................................................3l
10L3 Recognition----'.---.--_.._---'--.—'--'—''--'.---._....'..—...33
________.,__`.^_______—.__--_,^—_,.—__.^—.32
12.13e000t`o Obligations Sn6�ectto Appropriations and Authorizations.---------.-----.32
122Torxubmg ion mfLeas e for Lack mf Appropriat ions and Autborizat ions............................................32
13.1 Liability oJ Tenant............................................................................................................................]3
13.2 Liability of Landlord........................................................................................................................33
L4. NO
l4LlNotice...............................................................................................................................................33
14.2 Special Notice Where Failure to Reply Results bm Consent or Approval..---,..---...--,.,34
...'...........'...',.............,...,_,,'^..._,,',^,_..._...._........._.......__,_...__...'.........3 '
16. MISCELLANY
16.1 Entire Agreement—'—'--'.'----'—''-----------'^—'—...----''---34
18.2 Changes bu Lease '—.'.----''-----'------''—.._'''--..--'--'---.—''35
16.3 Binding Agreement..........................................................................................................................35
16.4 Governing Law.................................................................................................................................35
16.5 Waiver......................................................................................... ....................................................35
16'6No Broker........ ........................... ..................--- ........ — ... .......... — ....— .............. .--....35
l8.7 Rights and Remedies not Exclusive.................................................................................................35
l6'R Accord and Satisfaction....................................................................................................................35
l6.9 Debarred or Suspended Contractors.................................... ...........................................................36
18il0Timeof Essence.............................................................................................................................]8
18`11Affizmutiwe Action; io Hiring and Employment--.---...^--.--..—..36
16.12 .'.—'.--'_—'----.—'.—''--''—'''----'--'''--..—.—''..'-38
l8.l3 Notice of Lease................................................................................................................................36
18L14NoAgreement until Signed............................................................................................................36
16.15 State Employees Barred from Interest ---.-.,.........---...^—.....--------..—.—,37
18.16 Paragraph Headings—..'-'_--~—''_—..~.~'—.^------'^-----',--'',..—..37
16.17 Counterparts—..—'',._'—...--,~--^.—^_.,—...^''—'_—_-----'----~.—.-37
RIDER EXHIBITS AND OTHER ACCOMPANYING DOCUMENTS
Rider to Lease
Certificate of Compliance with Executive Order No.481
Exhibit A: Plan Showing Location of Premises within the Building
Exhibit A-1: Landlord's Measured Drawing of the Premises
Exhibit A-2: Site Plan Showing Location of Reserved Parking Spaces
Exhibit B: Schematic Space Plan of the Premises
Exhibit C: Specifications for Premises(as appearing in the Request for Proposals, as revised
by agreement of the parties based on Landlord's Proposal and subsequent
negotiations)
Exhibit D: Project Schedule
Landlord's Beneficial-Interest-Disclosure Statement
Certificate of Tax-and-Employment-Security Compliance
February 2014 Ten-Year Office Lease Page 8
2. PREMISES:USABLE AREA
2.1 Premises,Appurtenant Rights
(a) Landlord leases the Premises to Tenant,and Tenant leases the Premises from Landlord.
(b) As appurtenant to the Premises,Tenant,in common with other tenants of the Building(and
subject to the rules of the Building, as set forth in § 6A), has the right to use: (i) the
common lobbies, malls,corridors, stairways, elevators, service areas, and loading platform
of the Building;(ii)the pipes,ducts,conduits,wires, and appurtenant meters and equipment
serving the Premises in common with other premises within the Building; (iii) common
pedestrian walkways and landscaped areas; (iv) if the Premises include less than the entire
floor area of any floor of the Building, the common restrooms, corridors, and elevator
lobbies located on such floor and serving the Premises; and (v) all other areas in or about
the Building from time-to-time intended for general use by Tenant and other tenants of the
Building.
2.2 Usable Area
(a) For the purposes of this Lease, "Usable Area" means, with respect to the Premises or any
space removed from or added to the Premises,the square footage determined by measuring
the entire floor area of the Premises(or such other space) bounded by a line established by
the predominant inside finish of the permanent outside Building walls that abuts the floor
(not from the inside face of the windows) and by the interior surface of corridor walls or
other demising walls. Deductions are not made for columns or other structural elements, or
for partitions subdividing the Premises. Notwithstanding the foregoing, under no
circumstances does the Usable Area include major vertical penetrations such as ventilation
shafts, elevator shafts, stairwells, atria, or lightwells, and their respective enclosing walls,
and it does not include vestibules, elevator-machine rooms, and other building-equipment
areas,janitorial, electrical, and mechanical closets, loading platforms, restrooms, and their
respective enclosing walls, irrespective of whether Tenant occupies a portion of a floor, an
entire floor,or an entire Building.
(b) Landlord acknowledges that Tenant has relied upon Exhibit A-1 in establishing the Usable
Area and that Rent is predicated upon the Premises having a Usable Area equal to or
exceeding the Usable Area of the Premises set forth in § I.I. Landlord warrants and
represents to Tenant that Exhibit A-1 is complete and accurate in all respects. If it is
determined that Exhibit A-1 is not accurate and that the Usable Area of the Premises is
smaller than depicted in Exhibit A-1 by a factor of 1% or more, then, at the option of
Tennant, Landlord and Tenant must modify this Lease to state the actual Usable Area of the
Premises and to adjust Rent downward to reflect the actual Usable Area.
3. R.ENT:DATE OF OCCUPANCY
3.1 Rent Payment
(a) Tenant agrees to pay, and Landlord agrees to accept, Rent described in § 1.I. Equal
monthly installments of Rent are payable on or before the tenth day of the calendar month
for which Rent is due. If the Initial Term commences other than on the first day of a
calendar month or ends other than on the last day of a calendar month, Rent for such
February 2014 Ten-Year Office Lease Page 9
fractional month is prorated. Notwithstanding the second sentence of this paragraph, if the
Initial Term commences other than on the first day of a calendar month, Tenant pays the
prorated Rent for such partial calendar month concurrently with the payment of the
installment for the first full calendar month of the Initial Tenn.
(b) If any installment of Rent is not paid when due, Landlord is entitled to late-payment
interest on the overdue amount in accordance with and subject to G. L. c. 29, § 29C, and
any regulations or administrative bulletins promulgated under said statute.
3.2 Date of Occupancy;Commencement of Rent Obligation
(a) The obligation of Tenant to pay Rent begins on the Date of Occupancy. The Date of
Occupancy is the earlier of(a) the 15a' day after the Premises are available for Tenant's
occupancy, or (b) the day Tenant actually takes possession of the Premises and begins to
use the Premises for any or all of the Permitted Uses. The Premises are deemed available
for Tenant's occupancy only when (i) Landlord substantially completes all of the
Landlord's Improvements (as defined in § 4.1) in accordance with the provisions of this
Lease, with only Punchlist Items (as defined in § 4.3) excepted, (ii) Landlord provides
Tenant with a copy of a Certificate of Completion issued by the project architect
confirming that the Landlord's Improvements are substantially completed in accordance
with the Working Drawings approved by Tenant, (iii) Landlord provides Tenant with a
copy of the Certificate of Occupancy for the Premises issued by the appropriate municipal
authority, (iv)Landlord provides Tenant with a written certification of a registered engineer
certifying that the Building HVAC system, as designed and constructed, satisfies the
requirements of Exhibit C and that the air distribution system serving the Premises is
properly balanced in accordance with the design intent, as set forth in Exhibit C and the
Working Drawings, (v) Landlord provides Tenant with a copy of each other report,
drawing, and record that is identified in Exhibit C and required before occupancy, and (vi)
Landlord provides Tenant with the certificates of insurance that are required by§8.2.
(b) Notwithstanding that Landlord meets all of the requirements set forth in the preceding
paragraph for establishing the Date of Occupancy, the Date of Occupancy is not deemed to
occur before the Completion Date set forth in § 4.3 unless Tenant actually takes possession
of the Premises and begins to use the Premises for any or all of the Permitted Uses before
the Completion Date. Tenant agrees to execute a letter to Landlord confirming the Date of
Occupancy within ten business days after the Date of Occupancy has occurred.
3.3 Tenant's Entry before Tenn without Charge
(a) With the prior approval of Landlord, Tenant may enter the Building and Premises before
the Date of Occupancy without payment of any additional sums in order to install telephone
equipment, cabling, furniture, and fixtures, and otherwise to prepare the Premises for
occupancy by Tenant. Landlord must not withhold or delay such approval, provided that
Tenant coordinates Tenant's work with the construction of the Landlord's Improvements
and any other work being performed by Landlord in the Building so as not to interfere with
or increase the cost of such work of Landlord or delay the Completion Date, As a
condition of granting such approval, Landlord has the right to require that a representative
of Landlord accompany Tenant and Tenant's contractors, and Tenant agrees, on behalf of
Tenant and Tenant's contractors, to comply with any and all reasonable directions given by
said representative of Landlord.
Febnmfy2014 Ten-Year Office Lease page 10
(b) In order to assist Tenant with Tenant's preparation, move into, and occupancy of the
Premises, Landlord must provide Tenant and Tenant's agents and contractors with all
information concerning the Building's structure, systems, utilities, equipment, and services
that Tenant reasonably requests. Landlord must provide such information with reasonable
promptness, whether before or after commencement of the Term.
4. IMPROVEMEM BY LANDLORD
4.1 Landlord's Improvements
Landlord, at Landlord's sole cost and expense (except as otherwise specifically provided in this
Lease), furnishes all labor and materials necessary to construct the Premises and to make any and
all improvements or alterations to the Building and exterior areas that the Schematic Space Plan
attached as Exhibit B, the Specifications for the Premises attached as Exhibit C, and all other
provisions of this Lease require. All alterations and improvements that Landlord makes in or
about the Premises are the"Landlord's improvements."
4.2 Working Drawings
(a) Landlord must cause to be prepared,at Landlord's sole cost and expense,working drawings
(the Working Drawings) for the Premises in their entirety, including,without limitation, all
of the existing conditions and all of the Landlord's Improvements. The Working Drawings
must fix and describe the location, dimensions, and character of the existing conditions and
of the Landlord's Improvements, and conform in all respects to Exhibit B, Exhibit C, and
all other provisions of this Lease. Without limiting the foregoing, each of the requirements
designated"[x]"applies to the Working Drawings:
[ ] An architect, engineer, or both, licensed in the Commonwealth of Massachusetts,
as the applicable code requires or the applicable codes require, must prepare and
stamp the Working Drawings.
(b) The Working Drawings must specifically include,at a minimum:
[ ] Floor plans identifying room and corridor locations, column locations, partition
layout,door and window locations,and structural modifications.
[ ) Electrical plans identifying all panels, devices, and power and telephone system,
servers,and photocopiers.
[ ] Voice/data cabling plans identifying the location of all panels, devices, and
voice/data outlets, and showing locations with reference to walls, closets, columns,
and User Agency's systems furniture telephone system, servers, printers, and
photocopiers.
[ ] Security-system plans identifying the location of all system control panels, system
entry-control devices,and all other devices and contacts.
[ ] Reflected ceiling plans identifying lighting, HVAC supply and return grilles, and
fire-protection devices.
February=4 Ten-Year Office Lease Page I t
[ ] HVAC plans identifying the size and location of all equipment, piping, ductwork, .
supply and return grilles,convectors,and radiators.
[ ] Finish schedules and legend of materials,abbreviations,and symbols.
[ ] Fire-protection plans.
[ } Plumbing plans.
[ ] Furniture plans identifying the location of the User Agency's systems furniture
with sufficient detail to enable identification of primary and secondary egress
corridors.
(c) The Working Drawings are subject to the prior written approval of Tenant. Within
weeks after Tenant delivers a fully executed copy of this Lease to Landlord,
Landlord must submit the Working Drawings to Tenant with a transmittal letter (i)
identifying the Premises and the User Agency, (ii) listing each document included in the
Working Drawings that Landlord submits, and (iii) requesting Tenant's approval of the
Working Drawings. Within ten business days after receipt of the Working Drawings,
Tenant must either approve the Working Drawings in writing or notify Landlord in writing
of disapproval, specifying in what respects the Working Drawings are not in conformity
with the requirements of this Lease. If Tenant fails to notify Landlord of disapproval
within said time period,Tenant must be deemed to have approved the Working Drawings.
(d) If Tenant disapproves the Working Drawings, Landlord, within ten business days after
notice of disapproval is given,must submit new or corrected Working Drawings to Tenant.
Any resubmission is subject to Tenant's review and approval in accordance with the
procedure provided in this § 4.2 for an original submission until Tenant fully approves the
Working Drawings. Upon Tenant's written full approval of the Working Drawings, the
Working Drawings are deemed incorporated into and made a part of this Lease for all
purposes.
(e) At all times, the Working Drawings must conform to good design practice, the
requirements of Exhibits B and C, and all other provisions of this Lease. Without limiting
the foregoing, Landlord must not make any change in the Working Drawings after Tenant
approves the Working Drawings that in any manner reduces the utility, lowers the quality,
or affects the appearance of all or any part of the Landlord's Improvements, increases
Tenant's cost to use and occupy the Premises, or interferes with Tenant's ability to use and
occupy the Premises. Landlord must submit any proposed change in the Working
Drawings to Tenant at least three business days before implementing such change. Any
material change in the Working Drawings requires Tenant's written approval, which
approval is given only if the Working Drawings, as changed, remain in conformity with
Exhibits B and C, good design practice, and all other provisions of this Lease. Landlord
requests, and Tenant approves, any proposed change in the Working Drawings in
accordance with the procedure provided in this §4.2 for an original submission.
(f) Notwithstanding'any other provision of this Lease, if Tenant requests any change to the
Working Drawings or to the Landlord's Improvements that causes an increase in Rent or
requires Tenant to pay any additional sum to Landlord or to Landlord's contractors,
Landlord must not make such change, and Tenant has no liability for any cost that Landlord
February 2014 Ten-Yeu office Lease Page 12
or any other party incurs in connection with such change, unless and until Landlord and
Tenant execute a written modification of this Lease, specifying such change and the
additional rent or other payment that Tenant must make.
(g) It is understood and agreed that Landlord and Landlord's architects and engineers are fully
and completely responsible for all aspects of the design, engineering, and construction of
the Landlord's Improvements. No comments on or approval by Tenant of the Working
Drawings or any other advice or opinions provided by Tenant concerning the design or
construction of the Landlord's Improvements renders Tenant responsible for the design,
engineering, or construction of the Landlord's Improvements, or invests Tenant with any
responsibility for defects or other Building conditions.
4.3 Completion Date:Tenant Delays; Standard for Substantial Completion
(a) Subject to Tenant Delays and any Force Majeure Event(as defined in § 15), Landlord must
substantially complete all of the Landlord's Improvements and make the Premises available
for Tenant's occupancy within weeks after delivery of a fully executed
counterpart of this Lease to Landlord(the Completion Date). If,at any time, it appears that
this deadline will not be met, Landlord must notify Tenant immediately, in writing. Such
notice must advise Tenant of each reason for delay and of the new projected Completion
Date.
(b) If a Force Majeure Event delays the Completion Date, then the Completion Date, as
modified from time to time, must be extended by the actual number of days that a Force
Majeure Event delays the Completion Date, but in no event can such extension of the
Completion Date for Force Majeure Events exceed 150 days in the aggregate without
Tenant's written consent, which Tenant has the right to withhold for any reason or for no
reason, in Tenant's sole discretion.
(c) If the Completion Date is delayed due to a Tenant Delay, then the Completion Date, as
extended from time to time, must be extended by the actual number of days that such
Tenant Delay delays the Completion Date. For the purposes of this Lease,"Tenant Delay"
means any delay in the Completion Date that is directly and primarily caused by any of the
following acts or omissions of Tenant,provided such act or omission continues for a period
of more than two business days after receipt of notice from Landlord that such act or
omission is likely to cause a delay in the Completion Date:
(i) Tenant's request for special work not included in the Working Drawings that Tenant
previously approved or that this Lease otherwise requires; or
(ii) Tenant's request for a change in the Working Drawings that Tenant previously
approved;or
(iii) Delays in the delivery, installation, or completion of any work that Tenant or
Tenant's contractors perform;or
(iv) Any failure by Tenant to perform any of Tenant's obligations under this Lease.
(d) Such notice must be sent to Tenant in an envelope bearing the following notice printed in
bold-face all-uppercase type at least one-quarter inch high(28-point font):
February 2014 Ten-Year Office Lease Page 13
NOTICE OF TENANT DELAY -
OPEN IMMEDIATELY
(e) The extension of the Completion Date for Tenant Delays is Landlord's sole and exclusive
remedy for Tenant Delays, notwithstanding the provisions of§ 16.8 or any other provision
of this Lease.
(f) The Landlord's Improvements are substantially complete for the purposes of this Lease
only when (i) Landlord performs the work in the Working Drawings approved by Tenant
that Landlord is required to perform, including complete installation of all structural and
mechanical elements, walls, partitions, windows, floor and ceiling coverings, wiring,
fixtures, life-safety systems, decorations, paint, and exterior improvements, with only
Punchlist Items excepted, (ii) Landlord makes the water supply, sewage, heating,
ventilating, air conditioning, and electric facilities available to Tenant in accordance with
the obligations that Landlord assumes under this Lease, and (iii) Landlord has caused the
Premises to be free of debris and construction materials, in a usable and tenantable
condition,and cleaned.
(g) Subject to Tenant Delays and Force Majeure Events only, Landlord must cause the
Landlord's Improvements to be completed in accordance with the Project Schedule annexed
as Exhibit D. Landlord must keep Tenant apprised of the progress of the work that
Landlord performs under this Lease. If there is any delay in the progress of the work of
five days or more, Landlord must notify Tenant of such delay immediately, regardless of
whether Landlord anticipates that such delay causes a delay in the Completion Date. Said
notice must advise Tenant of all changes or adjustments in the Project Schedule, the cause
of each change or adjustment, and the corrective efforts, if any, that Landlord has made,
proposes to make,or both.
(h) If, for reasons other than Tenant Delays or a Force Majeure Event, Landlord does not
substantially complete the Landlord's Improvements and make the Premises available for
Tenant's occupancy by the Completion Date, as extended, and, notwithstanding Tenant's
termination of this Lease as provided in this § 4.3, Landlord must pay any and all costs,
fees, and expenses that Tenant incurs as a result of such delay, including, without
limitation, necessary additional moving and storage costs, expenses incurred to find other
temporary space, and any cost difference between Tenant's Rent under this Lease and the
rent that Tenant incurs during the period of delay by Landlord.
(i) If the Landlord's Improvements are not substantially completed within 60 days after the
Completion Date, as extended for Tenant Delays, a Force Majeure Event, or otherwise by
agreement of Landlord and Tenant,Tenant has, in addition to any other remedies available
to Tenant under this Lease, at law, or in equity, the right to terminate this Lease by giving
Landlord a written Notice of Termination,which right Tenant can exercise immediately or
at any time after the expiration of said 60 days and without further notice. Such
termination of this Lease by Tenant does not relieve Landlord of Landlord's obligation to
pay Tenant any and all costs, fees, and expenses that Tenant incurs as a result of Landlord's
delay in making the Premises available for occupancy by Tenant, as provided in the
preceding paragraph, and such termination does not limit any claim for damages to which
Febnmry 2014 Ten-Year office Lzase Page 14
Tenant is lawfully entitled by reason of Landlord's failure to perform Landlord's
obligations.
(j) Notwithstanding Tenant's consent to any extension of the Completion Date, Landlord must
promptly complete all Punchlist Items, and in every event, Landlord must complete
Punchlist Items no later than 30 days after the Date of Occupancy. For the purposes of this
Lease, "Punchlist Items" means only minor and insubstantial details of decoration or
mechanical adjustment that do not impair Tenant's ability to use and occupy the Premises in
accordance with the provisions of this Lease. On or before the Date of Occupancy,
Landlord and Tenant must conduct a walk-through of the Premises and must identify, in
writing,all Punchlist Items that Landlord must complete.
(k) The construction of the Landlord's Improvements must be (i) coordinated with any work
being performed by Tenant, provided that such coordination does not materially interfere
with Landlord's construction schedule, delay the Completion Date, or increase the cost of
the Landlord's Improvements, (ii) completed in accordance with the approved Working
Drawings and in a good and workmanlike manner, (iii) performed and completed in
compliance with all applicable Iaws,ordinances,codes, and regulations, and(iv)performed
and completed at Landlord's sole expense, including the cost of all design work, materials,
labor, and state and local permits. Approval by Tenant of any Working Drawings or
changes in Working Drawings,whether expressly given or resulting from Tenant's inaction,
must never be construed as a waiver of any of the requirements of this paragraph,
4A Tenant's Representative User Agency's Representative,and Authorized Representative
Tenant designates the individuals named in § 1.1 respectively as Tenant's Representative and as
User Agency's Representative. Tenant designates 's Representative
as Authorized Representative, who has full power and authority to make decisions on behalf of
Tenant with respect to matters pertaining to the design and construction of the Landlord's
Improvements, except that Authorized Representative has no authority whatsoever to alter,waive,
or modify any provision of this Lease, which must only be done in accordance with the
provisions of§ 16.3. Landlord must deliver the Working Drawings and any requests for changes
or modifications to the Working Drawings to both Tenant's Representative and User Agency's
Representative. Authorized Representative or Authorized Representative's successor must
communicate to Landlord,in writing,Tenant's approval or disapproval of the Working Drawings
and all other decisions relating to the Landlord's Improvements, and Landlord must rely only
upon written communications received from such individuals unless Tenant otherwise notifies
Landlord in writing.
S. LANDLORDS COVENANTS
5.1 Ownership& Signatory Authority:Debarment: Pending Proceedings: ChaChangg
Landlord warrants and represents:
(a) Landlord has record title to the premises (or if this Lease is a sublease, Landlord warrants
and represents that Landlord holds a current and valid lease of the premises) of which the
Premises are a part, and that there are no encumbrances affecting the Premises or Building
that would prohibit or interfere with the construction of the landlord's Improvements or
February 2014 Ten-Year Office Lease page 15
the use of the Premises for the Permitted Uses(or the sublease of the Premises if this Lease
is a sublease).
(b) Landlord's name appears in this Lease exactly as Landlord's name appears on Landlord's
record title to the Premises if Landlord owns the Premises, or exactly as Landlord's name
appears in Landlord's lease if this Lease is a sublease.
(c) Landlord has full legal capacity to enter into this Lease.
(d) If Landlord is not a natural person or natural persons, but Landlord is, rather, a so-called
"creature of the law"(e.g., a corporation, a general or limited partnership, a trust,a limited
liability company, etc.), Landlord is validly organized and existing, Landlord is in good
standing in the state, commonwealth, province, territory, or jurisdiction of Landlord's
organization, and Landlord is authorized and qualified to do business in the state,
commonwealth,province,territory,or jurisdiction in which the Premises are located.
(e) The execution of this Lease is duly authorized, and each person executing this Lease on
behalf of Landlord has full authority to do so and to fully bind Landlord.
(f) Landlord is not debarred or suspended from contracting with the Commonwealth of
Massachusetts under any applicable debarment statute or regulation.
(g) Landlord knows of no pending or threatened action, suit, proceeding, inquiry, or
investigation before or by any judicial court or administrative or law-enforcement agency
against or affecting Landlord or Landlord's properties wherein any unfavorable decision,
ruling,or finding would materially and adversely affect the validity or enforceability of this
Lease or Landlord's ability to carry out Landlord's obligations.
(h) If the status of any warranty and representation by Landlord in this § 5.1 changes or ceases
to be accurate during the Term, Landlord must notify Tenant in writing of each such
change or cessation within ten business days after the occurrence of such change or
cessation and must thereafter, within an additional ten business days, complete and submit
to Tenant all commercially reasonable documentation that is necessary and appropriate to
such change or cessation,all at no cost or expense to Tenant.
5.2 DeliveEy of Pr •Compliance with Law
Landlord warrants and represents:
(a) Landlord must deliver the Premises to Tenant in good, clean, safe, and occupiable
condition, and otherwise in accordance with the provisions of this Lease, and that the
construction of the Landlord's Improvements and Building common areas to which Tenant
has appurtenant rights, and the use of the Premises by Tenant for the Permitted Uses must
be in full compliance with (i) all applicable overleases, (ii) all requirements of Landlord's
mortgages and insurance policies, (iii) all laws, ordinances, codes, and regulations
(including, without limitation, those pertaining to accessibility for disabled persons) of
governmental authorities with jurisdiction, and (iv) all regulations of the Board of Fire
Underwriters or any similar insurance-rating body or bodies.
(b) Throughout the Term, Landlord must maintain the Premises in good, clean, safe, and
occupiable condition, and otherwise in accordance with the provisions of this Lease, and
Febnmry 2014 Ten-Year Office 1ase Page 16
the Landlord's Improvements and Building common areas to which Tenant has appurtenant
rights, and the use of the Premises by Tenant for the Permitted Uses must be in full
compliance with(i) all applicable overleases, (ii) all requirements of Landlord's mortgages
and insurance policies, (iii) all laws, ordinances, codes, and regulations (including, without
limitation, those pertaining to accessibility for disabled persons) of governmental
authorities with jurisdiction, and (iv) all regulations of the Board of Fire Underwriters or
any similar insurance-rating body or bodies.
(c) If, at any time, any governmental authority with jurisdiction or the Board of Fire
Underwriters or any similar insurance-rating body notifies Landlord or Tenant that all or
any part of the Premises or Building is not constructed or maintained in compliance with
any applicable law, ordinance, code, or regulation, and demands compliance, then
Landlord, upon receipt of such notification, promptly must cause such repairs, alterations,
or other work to be done so as to bring about the compliance demanded. Landlord has the
right to defer compliance so long as Landlord contests the validity of any such law, order,
or regulation in good faith and by appropriate legal proceedings, provided that such failure
to comply must not in any way interfere with Tenant's use of the Premises for the Permitted
Uses, subject Tenant or Tenant's employees or invitees to any increased risk of injury to
their persons or property, adversely affect any other right of Tenant under this Lease, or
impose any additional obligation upon Tenant.
5.3 Quiet Enjoyment
(a) Landlord warrants and covenants that as long as there is no Event of Default (as defined in
§ 9.1) by Tenant under this Lease, Tenant must have peaceful and quiet use and possession
of the Premises without hindrance or interruption on the part of Landlord or any other
person for whose actions Landlord is legally responsible, or by any person claiming by,
through,or under Landlord.
(b) At reasonable times and without unreasonably interfering with Tenant's use, occupancy,
and enjoyment of the Premises, Landlord and Landlord's agents have the right to enter the
Premises to make repairs or to view the Premises. Landlord must give Tenant a minimum
notice of 48 hours for such visits (Landlord has the right to give such notice by telecopier
(fax) in the case of minor repairs taking one day or less to complete, or in the case of
viewing the Premises);provided,however,that Landlord has the right to enter the Premises
at any hour and without the 48-hour notice in the case of an emergency affecting the
Premises.
(c) Landlord has the right to enter for the purpose of showing the Premises to prospective
tenants only during the last six months of the Term. Landlord must notify Tenant
(Landlord has the right to give such notice by telecopier (fax)) at least 24 hours before
showing the Premises to prospective purchasers,tenants, or other parties.
5.4 Comection of Defective Work,Renair of Premises and Bui ding
(a) During-the Term, Landlord must promptly correct, repair, or replace any defective aspects
of the Landlord's Improvements of which Landlord becomes aware after the Date of
Occupancy(Latent Defects).
(b) Subject to Landlord's obligation to correct Latent Defects, Landlord must keep and
maintain the Premises, including, without limitation, all equipment and fixtures that
February 2014 Ten-Year Office Lease Page 17
Landlord furnishes as part of the Landlord's Improvements (whether located within or
outside of the Premises) in such good repair, order, and condition as the same are in at the
beginning of the Term, reasonable wear and tear,damage that fire or other casualty causes
(except as provided in § 7.1), and damage that Tenant's negligence,Tenant's breach of this
Lease, or Tenant's willful misuse causes excepted. Without limiting the foregoing, but
subject to any additional or limiting provisions of Exhibit C,Landlord's obligations include
repair of broken glass, doors, floor coverings, interior walls and partitions, ceiling tiles,
plumbing and lighting fixtures, locks, fire protection equipment, heating, ventilation, and
air conditioning equipment, and cabling. Landlord must make such repairs to the roof,
foundation, exterior walls, floor slabs, and common areas and facilities of the Building,
including finishes, as are necessary to keep them in good condition.
(c) Landlord must make routine repairs, corrections, and replacements to the Premises, to any
of the Landlord's Improvements outside of the Premises, or to any other portion of the
Building within five business days after Landlord discovers or Tenant notifies Landlord or
Landlord's authorized representative of the condition requiring,repair, correction, or
replacement, or within such shorter time period as applicable law, code, or regulation
requires. A routine repair, correction, or replacement is any repair, correction, or
replacement that is not an emergency repair, correction, or replacement as defined in § 5.4
(d).
(d) Landlord must make emergency repairs, corrections, and replacements to the Premises, to
any of the Landlord's Improvements outside of the Premises, or to any other portion of the
Building immediately upon Landlord's discovery of or Tenant's notice to Landlord or to
Landlord's authorized representative of the condition requiring repair, correction, or
replacement. An emergency repair, correction, or replacement is any repair, correction, or
replacement that is required to remove an immediate threat to the life, health, or safety of
any person or property upon the Premises or the appurtenant areas described in§2.1.
(e) Landlord must complete all repairs,corrections,and replacements(i)at Landlord's sole cost
and expense, except as provided by this § 5.4, (ii) in a good and workmanlike manner, (iii)
with respect to repairs, corrections, and replacements of the Premises and the Landlord's
Improvements only, with materials of equal or better quality than the original, and (iv) in
compliance with all applicable laws,ordinances,codes,and regulations.
(f) In (i) scheduling and carrying out the repairs that this Lease requires, (ii) making any
optional repairs, alterations, or improvements to the Building or Premises, and (iii)
performing routine maintenance of Building systems, fixtures, or equipment, Landlord
must make all reasonable efforts to minimize interference with Tenant's access to and use:
of the Premises. If any such repairs or maintenance by Landlord causes Tenant to be
deprived of the use or quiet enjoyment of all or a material portion of the Premises for a
period of more than two consecutive business days,Rent for each succeeding day must be
abated in proportion to the deprivation unless said repairs or maintenance are required due
to damage caused by the negligence, breach of this Lease, or willful misconduct of Tenant
or Tenant's agents or contractors.
5.5 'Delivery gf Services and Utilities
Landlord must furnish janitorial and other services,utilities, facilities,and supplies,as set forth in
Exhibit C.
February 2014 Ten-Year office Lease Page 18
5.6 Hazardous Substance
(a) Landlord represents that Landlord has no knowledge of,and has not received any notice of,
the current or past existence of any material, currently considered to be a Hazardous
Substance, that is existing, deposited, or discharged on or from, or transported to, from, or
across, or migrating toward or across the Premises, the Building, or the land upon which
the Building is located. For purposes of this Lease, Hazardous Substance means (i) any
"hazardous substance," "hazardous material," "toxic substance," "hazardous waste,"
"hazardous pollutant," or "toxic pollutant," oil, asbestos, urea formaldehyde foam
insulation, or "solid waste," as presently defined or otherwise denominated as hazardous,
toxic, or a pollutant or a special waste in the Comprehensive Environmental Response,
Compensation,and Liability Act of 1980,as modified from time to time(42 U.S.C. 9601 et
Leq.) (CERCLA), the regulations promulgated under CERCLA, and the Hazardous
Materials Transportation Act (49 U.S.C. 1801 et §M.); (ii) any additional substance or
material that is incorporated in or added to the definition of"hazardous substance" for the
purposes of such laws; (iii) a substance listed in the United States Department of
Transportation Table (49 CFR 172.101, as modified) or by the Environmental Protection
Agency (or any successor agency) as a hazardous substance (40 CFR Part 302, as
modified); (iv) any hazardous waste or solid waste, as defined in the Resource
Conservation and Recovery Act of 1976, as modified by the Hazardous and Solid Waste
Amendments of 1984(42 U.S.C.A. 6901 et seM, .); (v)any material,waste, or substance that
is (A) petroleum, (B) asbestos or an asbestos-containing material, (C) polychlorinated
biphenyls, (D) urea-formaldehyde (UFFI) or UFFI-containing material, (E) radon, (F)
designated as a"hazardous substance"pursuant to §311 of the Clean Water Act(33 U.S.C.
1251 et spa.), or listed pursuant to § 307 of the Clean Water Act (33 U.S.C. 1317); (G)
flammable explosive; or (H) radioactive material; and (vi) any additional substance or
material that is considered to be a "hazardous substance," "hazardous material," `toxic
substance," "hazardous waste," "solid waste," or regulated substance or material
(including,without limitation, any asbestos-containing material)under any state, federal,or
local law, rule, or regulation governing health, safety,natural resources, or the environment
relating to the Premises, the Building, or the land upon which the Building is located,
including, without limitation, G. L. c. 21E (being the Massachusetts Oil and Hazardous
Materials Release and Prevention Act)and the definitions of oil and/or hazardous material
promulgated thereunder, G. L. c. 21 C, Title 5 of the State Environmental Code, G. L. c.
111, 150A, and any hazardous and inflammable substance regulated under G. L. c. 148.
Each reference in this Lease to law, a rule, a regulation,etc., whether specific or general,is
to law,a rule,a regulation, etc.,that is currently in effect,as modified or supplemented.
(b) Landlord agrees that Landlord must not cause or permit any Hazardous Substance to be
used,generated,stored,or disposed of on,under,or about,or transported to, from, or across
the Premises, the Building, or the land upon which the Building is located, or to migrate
toward the Premises, the Building, or the land upon which the Building is located,
provided, however,that this does not (i)prohibit Landlord from permitting other tenants of
the Building from using any Hazardous Substance subject to the same provisions that are
applicable to Tenant, or (ii) prohibit Landlord and Landlord's contractors from using
necessary amounts of cleaning fluids, pesticides, gasoline, solvents, or similar supplies
necessary to carry out Landlord's construction, repair, and maintenance obligations under
this Lease, any of which constitutes a Hazardous Substance, provided that such use,
including storage and disposal, by Landlord is in compliance with the manufacturers'
instructions and recommendations for the safe use of such products, and with all laws,
rules,regulations,judgments,decrees, orders, licenses,permits, authorizations, agreements,
Febnmry 2014 Ten-Year Office Lease Page 19
and other restrictions or requirements of governmental authorities relating to the
environment, safety,or any Hazardous Substance.
(c) Landlord must promptly take or cause others to take all actions that are necessary to assess,
remove, and/or remediate each Hazardous Substance that is on, under,or migrating toward
the Premises, Building, or land upon which the Building is located (unless generated by
Tenant), as and to the extent required by all laws, rules, regulations, judgments, decrees,
orders, licenses, permits, authorizations, agreements, and other restrictions or requirements
of governmental authorities relating to the environment or any Hazardous Substance.
Landlord must also take all actions required to prevent such Hazardous Substance from
causing injury or damage to Tenant and Tenant's employees, agents, contractors, and
invitees, or if injury or damage cannot be prevented, to minimize such injury or damage to
the greatest extent possible.
(d) Landlord must indemnify, save harmless, and defend, under the direction of the Attorney
General of the Commonwealth of Massachusetts in accordance with G. L. c. 12, § 3,
Tenant from all liability, claim, or cost (including reasonable costs of legal counsel and
response costs as defined under CERCLA) resulting directly or indirectly from any
Hazardous Substance(i)on or under the Premises, the Building, or the land upon which the
Building is located before the Date of Occupancy,or(ii)after such date with respect to any
Hazardous Substance that Landlord, Landlord's employees, agents, independent
contractors, or invitees (that include, for the purposes of this § 5.6, any other tenant of the
Building, but only if Landlord knowingly permits such tenant to carry out activities
involving a Hazardous Substance in breach of Landlord's obligations in this § 5.6)
release(s) or place(s) on or under the Premises, the Building, or the land upon which the
Building is located. This indemnity survives termination of this Lease. Promptly upon
discovery,Tenant must notify Landlord in writing of any fads or circumstances that give
rise to any claim by Tenant,
6. TENANT'S COVENANTS
6.1 Use of Premises
(a) Tenant must use the Prenuses only for the Permitted Uses set forth in § 1.), provided,
however, that Tenant has the right to use the Premises for other purposes if such use (i) is
compatible with the other uses of the Building, (ii)does not materially increase the amount
of visitor or employee traffic to and from the Premises, (iii) does not materially increase
Landlord's cost to provide the services (including, without limitation, repairs and
maintenance of the Premises and Building) that this Lease requires or any other services
currently provided to tenants of the Building,and(iv)is otherwise compatible with all other
obligations of Tenant under this Lease.
(b) Tenant must not cause or permit any nuisance in the Building and must not conduct any
activity within the Premises or Building that interferes with the rights of other tenants or
occupants of the Building.
(c) Tenant covenants and agrees that Tenant must not do or permit anything to be done in or
upon the Premises or Building,or bring anything on the Premises or Building that increases
the rate of insurance on the Premises or Building above the standard rate applicable to
Premises occupied for the Permitted Uses, or that voids such insurance. Tenant further
February 2014 Ten-Year Office Lease - — Page 20
agrees that if Tenant does any of the foregoing, Tenant must promptly pay to Landlord, on
demand, any resulting increase as additional rent, or Tenant must cease all activities that
cause the increase or the voiding.
6.2 Care of Premises
Tenant must not injure, deface, or commit waste in the Premises or any part of the Building.
Tenant must exercise reasonable care to ensure that all systems, fixtures, and equipment that
Landlord installs are used only for their respective intended purposes and that the electrical,
mechanical, and structural systems of the Building and the Premises are not overloaded. Tenant
must notify Landlord promptly of any damage to the Premises, malfunction of a system or
fixture,or any other condition that requires repair by Landlord.
6.3 Hazardous Substance
(a) Tenant agrees that Tenant must not cause or permit any Hazardous Substance to be used,
generated, stored, or disposed of on, under, or about the Premises, or to be transported to,
from,or across the Premises.
(b) Nothing in this Lease prohibits Tenant from using minimal quantities of cleaning fluid and
office or household supplies that constitute(s) a Hazardous Substance but are customarily
present in and about premises used for the Permitted Uses, provided that Tenant's use,
including storage and disposal of such cleaning fluid and office or household supplies, is in
compliance with all applicable laws,rules,regulations,judgments,decrees,orders, licenses,
permits,authorizations, agreements, and other restrictions or requirements of governmental
authorities relating to the environment or any Hazardous Substance.
(c) If Tenant or Tenant's employees, agents, independent contractors, or invitees cause(s) the
release or threatened release of any Hazardous Substance from the Premises, Tenant must
promptly notify Landlord and, without cost to Landlord,take such action,or cause others to
take such action, as is necessary to assess, remediate, or remove any Hazardous Substance,
as and to the extent required by all applicable laws, rules, regulations,judgments, decrees,
orders, licenses,permits, authorizations, agreements, and other restrictions or requirements
of governmental authorities relating to the environment or any Hazardous Substance.
6.4 Compliance with Applicable Laws and Removal of Liens
Tenant must comply with all laws, orders, and regulations of federal, state, county, and city
authorities,and with any of Landlord's rules and regulations that are set forth in this Lease or that
Landlord establishes, provided that they do not conflict with the provisions of this Lease, and
further provided that they are delivered to Tenant and to the User Agency in the manner required
for notices. Tenant has the right to defer compliance so long as Tenant contests in good faith the
validity of any such law, order, or regulation by appropriate legal proceedings and first gives
Landlord appropriate assurance, reasonably satisfactory to Landlord, against any loss, cost, or
expense on account of such deferral, and provided that such contest must not subject Landlord to
criminal penalties or civil sanctions, loss of property, liens against property, or civil liability.
Tenant must not cause or allow any liens of any kind to be filed against the Premises. if any liens
are filed,within 15 days after receiving written notice of such filing,Tenant,at Tenant's sole cost
and expense, must take whatever action is necessary to cause such lien to be bonded off or
released of record without cost to Landlord.
February 2014 Ten-Year Once Leans Page 21
6.5 Assignment and Sublettine
(a) Tenant must not assign, sublet, mortgage, pledge,or encumber this Lease(the result of any
such action being referred to as a "Transfer") without Landlord's prior written consent,
which Landlord must not unreasonably withhold, condition, or delay. Without limiting the
foregoing, Landlord and Tenant agree that Landlord has the right to withhold Landlord's
consent to any proposed Transfer to a transferee who, by reputation, financial strength, or
expected use, is not compatible with the other tenants in the Building, or whom Landlord,
in Landlord's reasonable business judgment, does not deem to be an acceptable credit risk.
By valid written instrument, any transferee must expressly assume, for the transferee and
the transferee's successors and assigns, and for the benefit of Landlord, all of the
obligations of Tenant under this Lease. Following such transfer, Tenant has no further
obligations of Tenant under this Lease.
(b) Any request by Tenant for Landlord's consent to a Transfer must include (i) the name of
the proposed transferee; (ii) the nature of the transferee's business and proposed use of the
Premises; (iii) complete information as to the financial conditions and standing of the
proposed transferee; and (iv) the provisions of the proposed Transfer. Tenant must
promptly supply such additional information about the proposed Transfer and transferee as
Landlord reasonably requests. Landlord also has the right to meet and interview the
proposed transferee.
(c) Landlord must advise Tenant in writing whether or not Landlord consents to a proposed
Transfer within 30 days of receiving Tenant's request for such consent. If such consent is
withheld, Landlord must specify the reasons, in writing, to Tenant. If Landlord fails to so
notify Tenant within said time period, Landlord is deemed to have given Landlord's
consent to the proposed Transfer.
(d) The express or implied consent by Landlord to any Transfer does not constitute a waiver of
Landlord's right to prohibit any subsequent Transfer.
(e) As used in this Lease, "assign" or"assignment" includes,without limitation, any transfer of
Tenant's interest in the Lease by operation of law.
(f) Notwithstanding any contrary provisions of this § 6.5, in connection with any proposed
Transfer,Landlord has the right to cancel and terminate this Lease if Tenant's request is to
assign the Lease or to sublet more than 80% of the Premises; or, if Tenant's request is to
sublet a portion of the Premises only, to cancel and terminate this Lease with respect to
such portion of the Premises for the proposed duration of the sublease. Landlord must
exercise this right in writing within 30 days of receiving Tenant's request for Landlord's
consent to a proposed Transfer, and in each case, such cancellation or termination must
occur as of the effective date of the proposed Transfer. In such event,Tenant must permit
Landlord to enter into a direct lease with the proposed transferee.
(g) Landlord acknowledges and agrees that the use or occupation of all or part of the Premises
by an agency of state government other than the User Agency named in § 1.1, or the
substitution of another agency of state goverment for the User Agency named in § 1.1, is
not a Transfer, provided that the Premises continue to be used for the Permitted Uses,
Nevertheless, Tenant must advise Landlord, in writing, if any agency of state government
other than the User Agency named in § 1.1 uses or occupies all or any portion of the
February 2014 Ten-Year Office Lase Page 22
Premises, or if there is a substitution of any agency of state government for the User
Agency named in § 1.1.
6.6 Alterations and Additions
(a) Tenant has the right to make non-structural alterations or additions to the Premises (Tenant
Alterations),provided that Tenant must first obtain Landlord's prior written consent,which
Landlord must not unreasonably withhold, condition, or delay. Without limiting the
foregoing, Landlord has the right to withhold Landlord's consent to any proposed Tenant
Alterations that would violate any law, ordinance, code, or regulation of governmental
authorities with jurisdiction, or any regulation of the Board of Fire Underwriters or any
similar insurance rating body or bodies, or that would materially and adversely affect the
appearance or value of the Building, or the mechanical, electrical, sanitary, or any other
system of the Building.
(b) As a condition to giving Landlord's consent to Tenant Alterations,Landlord has the right to
require that Tenant remove all or a portion of Tenant Alterations at the expiration or earlier
termination of this Lease, provided that Landlord must designate all such items to be
removed at the time Landlord gives Landlord's consent.
(c) As a further condition for Landlord's consent,Landlord has the right to require that,before
the commencement of the work, Tenant submit to Landlord, for Landlord's approval,plans
and specifications that reasonably identify and describe proposed Tenant Alterations.
Landlord must review Tenant's plans and specifications, and inform Tenant, in writing, of
Landlord's approval or disapproval within ten business days after submission by Tenant. If
Landlord disapproves, Landlord must identify, in writing, each reason for disapproval and
identify, in writing, each modification that must be made by Tenant in order to obtain
Landlord's approval. If Landlord fails to so inform Tenant of disapproval within ten
business days after submission by Tenant or fails to so identify each modification that is
necessary to obtain Landlord's approval, Tenant's plans and specifications are deemed
approved.
(d) Tenant must(i)do all such Tenant Alterations at reasonable times and in such manner so as
not to unreasonably disturb other tenants of the Building, (ii) complete all such Tenant
Alterations in accordance with any plans and specifications that Landlord approves and in a
good and workmanlike manner, with materials in quality at least equal to the then-present
construction, (iii) cause contractors that Landlord approves to perfonn all such Tenant
Alterations, provided that Landlord's approval is not required for any contractor that
Tenant selects pursuant to applicable public bidding laws of the Commonwealth of
Massachusetts, (iv) perform and complete all such Tenant Alterations in compliance with
all applicable laws, ordinances, codes, and regulations of governmental authorities, and
with regulations of the Board of Fire Underwriters or any similar insurance body or bodies,
and (v) perform and complete all such Tenant Alterations at Tenant's sole expense,
including the cost of all design work, materials, labor, and state and local permits.
Landlord's approval of any plans and specifications,or changes in plans and specifications,
whether expressly given or resulting from Landlord's inaction, must never be construed as
a waiver of any of the requirements of this paragraph.
(e) At all times during the construction of any Tenant Alterations,Tenant must cause Tenant's
contractors and any subcontractors to maintain Workers' Compensation insurance covering
the persons employed in connection with such Tenant Alterations as required by law and, if
February 2014 Ten-Year Office Lwse Page 23
the estimated construction cost of such Tenant Alterations exceeds $25,000, to secure and
maintain (i) commercial general liability insurance for the mutual benefit of Landlord and
Tenant, with limits that Landlord reasonably establishes, to protect against the risks or
nature of the construction to be undertaken,or with limits customarily carried in connection
with similar work undertaken in buildings similar to the Building in the same locality, and
(ii) such builders-risk insurance protecting the interests of Landlord and Tenant against
damage resulting from such Tenant Alterations in amounts that Landlord reasonably deems
necessary. Tenant must not permit Tenant's contractors or any subcontractor to commence
any work until all required insurance coverage has been obtained, and certificates
evidencing such coverage have been delivered to and approved by Landlord. Each
insurance policy must be with a company authorized to do business in Massachusetts and
must provide that Landlord be given at least 20 days prior, written notice of any alteration
or termination of coverage.
(f) Landlord has the right to inspect the work as the work progresses and to require Tenant to
remove any Tenant Alterations that do not conform to the approved plans and
specifications. Tenant must not permit any mechanic's liens or similar liens to remain upon
the Premises for labor and materials furnished to Tenant, and Tenant must promptly cause
any such lien to be released of record or bonded off without cost to Landlord.
(g) All Tenant Alterations must remain the exclusive property of Tenant until Tenant vacates
the Premises. At any time, at Tenant's sale option, Tenant has the right to remove any
Tenant Alteration and restore the Premises to the same conditions as before the Tenant
Alteration, reasonable wear and tear, and damage by fire or other casualty, excepted. Any
Tenant Alteration remaining on the Premises after Tenant vacates the Premises becomes
the property of Landlord without payment.
6.7 Yield Uv at Termination of Lease
At the expiration or other termination of this Lease, Tenant must remove all of Tenant's effects
from the Premises. Tenant must surrender and deliver up the Premises to Landlord in the
condition in which Tenant is required to maintain the Premises, as set forth in this Lease,
reasonable wear and tear,and damage by fire or other casualty, excepted. Any personal property
of Tenant remaining upon the Premises after Tenant has surrendered possession of the Premises
becomes the property of Landlord. If Landlord removes and disposes of any remaining property,
Tenant agrees to pay the reasonable costs of removal and disposal, less any salvage value that
Landlord actually recovers,provided that such claim is submitted to Tenant, in writing,within 30
days after Tenant vacates the Premises.
7._CASUALTY;EMNENT DOMAIN
7.1 Fire or Other Casualty
(a) If fire or other casualty damages the Premises or any other portion of the Building to which
Tenant has appurtenant rights under§ 2.1 (and that is necessary for reasonable access to or
egress from the Premises, or for Tenant's use and enjoyment of the Premises,as this Lease
contemplates), then, subject to the next paragraph, Landlord must proceed with diligence to
establish and collect all valid claims that arise against insurers and any other potentially
responsible party, based upon any such damage and, subject to the then applicable building
codes, zoning ordinances, and other legal requirements, Landlord must proceed with
February 2014 Ten-Year Office Lease Page 24
diligence to repair such damage or destruction and to restore the Premises and Building to
their condition before such casualty, at Landlord's sole expense. Notwithstanding the
forgoing, Landlord has no duty to repair any damage to any Tenant Alterations unless the.
damage was caused by the negligence, breach of this Lease, or willful misconduct of
Landlord.
(b) Notwithstanding the preceding paragraph, if either Landlord or Tenant determines, in
Landlord's or Tenant's commercially reasonable business judgment, that Landlord cannot
be expected to repair the damage to the Premises or to the Building within 120 days from
the date of the fire or other casualty, due to the character of such damage, or if the
remainder of the Term is less than one year,then either Landlord or Tenant has the right to
terminate this Lease. Tenant also,has the right to terminate this Lease if Landlord, having
notified Tenant of Landlord's intention to repair the damage to the Premises or Building,as
provided in this Lease, fails to complete such repairs within 120 days after a fire or other
casualty. If neither Landlord nor Tenant exercises a right to terminate this Lease, as
provided in this § 7.1, Landlord must provide Tenant with substitute Premises for the
affected portion of the Premises for no additional Rent, sufficient and adequate for Tenant
to conduct business in a commercially reasonable manner, and must bear any relocation
expenses incurred by Tenant for relocation from the original Premises to the substitute
Premises, and back to the original Premises, provided that Tenant must continue to pay the
Rent.
(c) The rights of Landlord and Tenant to terminate this Lease if there is a fire or other casualty
are subject to the following notice provisions: Within 30 days after the occurrence of a fire
or other casualty, Landlord must notify Tenant of Landlord's election to terminate this
Lease in accordance with the preceding paragraph. Tenant must notify Landlord of
Tenant's election to terminate this Lease in accordance with the preceding paragraph (i)
within 30 days after the occurrence of a fire or casualty or (ii) within 30 days after the
expiration of the 120-day period given to Landlord to repair the Premises if this Lease is
not terminated and Landlord fails to complete such repair within said 120-day period. Any
such termination of this Lease by Landlord or Tenant is effective no earlier than 30 days
after the giving of notice. Unless so terminated,this Lease remains in full force and effect,
subject,however,to other provisions of this §7.1.
(d) If any damage to the Premises or the Building, or if Landlord's repair of either or both
(i) renders any part of the Premises unfit for Tenant's use and occupancy or otherwise
prevents Tenant's use and occupancy of such part of the Premises, or(ii)causes a material
cessation or reduction in Landlord's Services (as identified in Exhibit Q under this Lease,
and (iii) Tenant continues to use and occupy the unaffected portion of the Premises, a
proportionate amount of Rent must be abated (unless Tenant has been relocated to
substitute premises as set forth in (b) above) until the affected portion of the Premises,
Landlord's Services, or both has or have been restored as required under this Lease unless
Tenant has relocated to substitute premises as provided by§ 7.1 (b).
7.2 Eminent Domain
(a) If all or any substantial part of the Premises or the Building is taken for any public or quasi-
public use under governmental law or by right of eminent domain (the Taking), this Lease
terminates at Landlord's election, which Landlord has the right to make notwithstanding
the divestiture of Landlord's entire interest in the Building. Tenant has the right to
terminate this Lease if the Taking would materially interfere with Tenant's use and
Fcbiuery 2014 Ten-Year Office Lnise Page 25
occupancy of the Premises (even if Landlord reconstructs the Premises and Building to the
maximum extent practicable in the case of a partial Taking), or, in the case of a partial
Taking, if(i) Tenant determines, in Tenant's reasonable business judgment, that Landlord
cannot reasonably be expected to complete, within 150 days from the date of the Taking,
any reconstruction of the Premises,of the Building, or of both that is necessary for Tenant's
use and occupancy of the Premises in accordance with the provisions of this Lease, or(ii)
Landlord, having elected not to terminate the Lease, fails to complete such reconstruction
within 150 days after the Taking.
(b) The foregoing rights of Landlord and Tenant to terminate this Lease if there is a Taking is
subject to the following notice provisions: Within 30 days after a Taking of all or a
substantial part of the Premises or the Building,Landlord must notify Tenant of Landlord's
election to terminate the Lease in accordance with the preceding paragraph. Tenant must
notify Landlord of Tenant's election to terminate the Lease within 30 days after the Taking,
or within 30 days after the expiration of the 150-day period given to Landlord to restore the
Premises after a partial Taking if this Lease is not terminated and Landlord has failed to
complete such restoration within said 150-day period. Any such termination of the Lease
by Landlord or Tenant is effective no earlier than 30 days after the giving of notice. Unless
terminated pursuant to the foregoing provisions, this Lease remains in full force and effect,
subject,however to other provisions of this § 7.2.
(c) If Landlord does not terminate-this Lease after a Taking, or if the Taking effects less than
all or a substantial part of the Premises or the Building, Landlord must proceed with
diligence to establish and collect all valid claims that arise against the Taking authority or
others and,subject to the then-applicable building codes,zoning ordinances,and other legal
requirements, Landlord must proceed with diligence to restore the Premises and the
Building, or their remains, as nearly as practicable to their condition before such Taking,at
Landlord's sole expense,subject,however,to the extent of the proceeds from the Taking.
(d) If any Taking of the Premises or the Building or if Landlord's restoration of either or both
(i) reduces the Usable Area of the Premises, (ii) renders any part of the Premises unfit for
Tenant's use and occupancy, or otherwise materially interferes with Tenant's use and
occupancy of the Premises, or (iii) causes a material cessation or reduction in Landlord's
Services under this Lease(even if Tenant continues to use and occupy the Premises), Rent
or a just portion of Rent must be abated until the Premises or their remains, such services,
or all of them are restored, as this Lease requires. In the case of a Taking that reduces the
Usable Area of the Premises, interferes with Tenant's use and occupancy of the Premises,
or materially diminishes Landlord's Services on a permanent basis, a just portion of Rent
must be abated for the remainder of the Term.
(e) Landlord reserves all rights to any damages or compensation payable by reason of any
Taking, and Tenant grants to Landlord all of Tenant's rights to such damages or
compensation, and covenants to execute and deliver such further instruments as Landlord
requests from time to time in order to obtain such damages or compensation, provided,
however, that Tenant reserves for Tenant any award specifically reimbursing Tenant for
moving or relocation expenses, and any other award, the payment of which does not
diminish the amounts otherwise payable to Landlord.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
February 2014 Trn-Year Office tease Page 26
8. INDEMWICATION AND INSURANCE
8.1 Indemnification of Tenant by Landlord
Under the direction of the Attorney General of the Commonwealth of Massachusetts in
accordance with G. L. c. 12, § 3, Landlord must indemnify, save harmless, and defend Tenant
from any and all liability, claim, or cost arising, in whole or in part, out of any injury, loss, or
damage to any person or property while on or within the Premises,Building,or appurtenant areas
if caused by any negligence, breach of this Lease, or willful misconduct of Landlord or
Landlord's employees, agents, contractors, servants, or invitees. This indemnity and hold-
harmless agreement includes indemnity against all costs, expenses, and liabilities that Tenant
incurs in connection with any such injury, loss, or damage, or any such claim, or any proceeding
brought thereon or in defense thereof, including, but not limited to, reasonable legal fees and
expenses charged by public or private counsel that Tenant employs. This indemnity survives the
Expiration Date.
8.2 Insurance Coverage to be Maintained by Landlord
(a) At all times after the Date of Occupancy and during the Term,Landlord, at Landlord's sole
cost and expense, must keep in force a commercial general liability insurance policy
insuring Landlord against all claims and demands for personal injury or damage to property
that are claimed to have occurred upon or about the Premises, Building, or appurtenant
areas. This policy must be written on an occurrence basis to provide protection in an
amount not less than $2,000,000 combined-single-limit for personal injury, death, and
property damage, with a so-called "broad-form" endorsement and contractual liability
coverage insuring Landlord's performance of the indemnity agreement set forth in § 8.1.
This policy also must name Tenant as an additional insured, but only if(i)Tenant occupies
at least 20% of the tenanted portion of the Building using Landlord's generally applicable
standard of measurement, or (ii) the Usable Area of the Premises exceeds 20,000 square
feet.
(b) Landlord also must maintain casualty insurance for the Building(including all fixtures and
equipment that Landlord installs, and all alterations and additions that Landlord makes)
insuring Landlord against loss or damage that fire and other risks, which are customarily
contemplated by"all-risks"endorsements of insurance policies,cause(with such additional
endorsements as are necessary to include coverage for vandalism and malicious conduct,
floods, boiler explosions, water damage from boilers, plumbing, etc., earthquakes, debris
removal, and demolition), in an amount equal to 100% of the replacement cost of the
Building and the Building's fixtures and equipment.
(c) At all times during the Term, Landlord must maintain, and must cause Landlord's
contractors and any subcontractors to maintain, Workers' Compensation insurance, as
required by law, covering each person who is employed by Landlord, and by Landlord's
contractors and any subcontractors, to provide labor, services, or both in connection with
the Premises,the Building, the property on which the Building is situated, or in connection
with any combination of two or more of the Premises, the Building, and the property on
which the Building is situated.
February 2014 Ten-Year Office Lease page 27
(d) Landlord must take out each insurance policy with insurers qualified to do business in the
Commonwealth, and each such insurance policy must have only such deductibles as are
reasonable and customary.
(e) On or before the Date of Occupancy, Landlord must provide Tenant with a certificate of
insurance, in a form reasonably satisfactory to Tenant, for each required policy of
insurance, and must provide Tenant with a certificate evidencing renewal of each such
policy at least 20 days before the policy's expiration. If Tenant is named as an additional
insured under Landlord's commercial general liability insurance policy, Landlord must
provide Tenant with an endorsement issued by the underwriter showing Tenant as an
additional insured under the policy and providing that the policy must not be canceled,
terminated, reduced, or changed in any material respect without at least 20 days prior
written notice to Tenant.
8.3 Tenant's Self-Insurance
Landlord and Tenant acknowledge and agree that Tenant is self-insured and that this Lease does
not require Tenant to procure or maintain insurance of any kind for payment of damages to
Landlord or to any other party. Notwithstanding any other provision of this Lease,but subject to
the provisions of§ 13.1,the provisions of G. L. c. 258 and any successor statute govern Tenant's
liability for injuries to persons or property.
8.4 Tenant's Personal Property:Assumption of Pis
All of the furnishings, equipment, effects, and personal property of every kind and nature of
Tenant, and of all persons claiming by, through, and under Tenant, that, during the Term, are on
the Premises or in the Building at the sole risk and hazard of Tenant, except for damage or loss
caused by Landlord's negligence, breach of this Lease, or willful misconduct. If fire, water, or
other casualty destroys or damages the whole or any pan of such personal property, no part of
such loss or damage is to be charged to or to be borne by Landlord unless such loss or damage is
due to the negligence,breach of this Lease,or willful misconduct of Landlord.
8.5 Waiver of Subrogation
To the extent that insurance proceeds are actually recovered under insurance maintained by or for
the benefit of Landlord or Tenant (Tenant being under no obligation to maintain any insurance),
Landlord and Tenant each releases the other from any and all liability paid for on account of such
proceeds, and to such extent (and only to such extent), each waives all claims by way of
subrogation. All insurance that is carried by Landlord with respect to the Premises, whether or
not required by this Lease, must include provisions that deny to the insurer acquisition by
subrogation of rights of recovery against Tenant to the extent such rights have been waived by
Landlord, insofar as and to the extent that such provisions may be effective without making it
impossible for Landlord to obtain insurance coverage from responsible companies qualified to do
business in Massachusetts,even though extra premium may result from such provisions.
9. DEFAULT
9.1 Event of Default by Tenant
Each of the following is an"Event of Default"by Tenant:
Febmary 2014 Ten-Year Office Lease Page 28
(a) Tenant fails to pay, when due, any sum of money due to Landlord by Tenant under this
Lease,whether such sum is an installment of Rent or any other payment or reimbursement,
and such failure continues for a period of ten business days after written notice from
Landlord.
(b) Tenant fails to comply with any other obligation or covenant of Tenant under this Lease,
and fails to cure such failure within 30 days after receiving written notice from Landlord
specifying such failure,or for those failures that cannot be cured within such 30-day period,
if Tenant fails to commence such cure within such 30-day period and thereafter fails to
diligently pursue such cure to completion.
(c) Any warranty, representation, or statement that Tenant makes in this Lease is incorrect or
misleading in any material respect on the date made.
9.2 Remedies of Landlord
(a) Upon the occurrence of an Event of Default by Tenant, in addition to the remedies
described in § 9.3 and any other remedies available to Landlord at law or in equity,
Landlord has the right to terminate this Lease upon not less than 60 days prior written
notice to Tenant;provided,however,that in the case of a non-monetary Event of Default by
Tenant that poses an immediate threat to the health or safety of persons or property,
Landlord has the right to reduce said 6O-day notice period to ten days. Upon such
termination, this Lease comes to an end as fully and completely as if the Expiration Date
stated in such notice were the Expiration Date originally fixed, and Tenant must then quit
and surrender the Premises to Landlord as provided in § 6.7, but Tenant remains liable for
damages arising out of such Event of Default,as provided in this Lease.
(b) Upon termination of this Lease by Landlord pursuant to this § 9.2, Tenant must pay to
Landlord Rent payable by Tenant to Landlord up to the Expiration Date, and Tenant
remains liable for any breach of Tenant's obligations under this Lease occurring before the
Expiration Date. In addition,Tenant is liable to pay Landlord,as damages,the aggregate of
Rent remaining in the Term.
(c) Tenant must pay Rent in the same manner, to the same extent, and at the same time as if
this Lease had not been terminated. In calculating the amounts to be paid by Tenant
pursuant to the preceding sentence, Landlord must credit Tenant with the net rents that
Landlord actually receives from a reletting of the Premises. Net rents must be determined
by deducting from the gross rents,as and when Landlord receives the gross rents from such
reletting, the reasonable expenses that Landlord incurs or pays in terminating this Lease
and the reasonable expenses that Landlord incurs or pays in connection with the reletting of
the Premises that are allocable to the Term. In no event is Tenant entitled to receive any
excess of such net rents over the sums that Tenant must pay to Landlord under this Lease.
If Landlord terminates this Lease by reason of an Event of Default by Tenant, Landlord
must take all reasonable steps to mitigate Landlord's damages, including making
reasonable efforts to relet the Premises for a period that is equal to, shorter, or longer than
the Tenn.
February 2014 Ten-Year Office Lease Page 29
9.3 Cure by Landlord
If Tenant fails to perform any of Tenant's obligations,agreements,or covenants under this Lease,
and if Tenant does not cure such failure within 30 days after written notice from Landlord
specifying the failure or, for those failures that are incapable of being cured within such 30-day
period, if Tenant fails to commence such cure within said 30-day period and thereafter to
diligently pursue such cure to completion, Landlord, at Landlord's sole option, without waiving
or limiting any claim for damages, and at any time thereafter, has the right to perform such
obligation of Tenant,provided that Landlord,after notice to Tenant(including telephonic notice),
has the right to cure any such failure before the expiration of the waiting period described above
if the curing of such breach before the expiration of the waiting period is reasonably necessary to
prevent injury or damage to persons or property, including Landlord's interest in the Premises or
Building. If Landlord makes any expenditure or incurs any obligation for the payment of money
in order to cure Tenant's failure to perform, such sums paid or obligations incurred, to the extent
they are reasonable,are due from Tenant to Landlord as additional rent. Landlord must deliver to
Tenant an itemized statement of all costs that Landlord incurs to cure Tenant's failure to perform,
together with copies of all bills, invoices, receipts, and other documents evidencing such costs.
Tenant must pay any additional rent due by reason of such costs with the second installment of
Rent due after Landlord delivers such statement to Tenant.
9.4 Eyent of Default by Landlord
Each of the following is an"Event of Default"by Landlord:
(a) Landlord fails to comply with any obligation or covenant of Landlord under this Lease and
fails to cure such failure within 30 days after receiving written notice from Tenant
specifying such failure,or for those failures that cannot be cured within such 30-day period,
if Landlord fails to commence such cure within said 30-day period and thereafter to
diligently pursue such cure to completion.
(b) Any warranty,representation,or statement that Landlord makes in this Lease is incorrect or
misleading in any material respect on the date made.
9.5 Remedies of Tenant
Upon the occurrence of an Event of Default by Landlord, Tenant has the remedies described in
§ 9.6, if applicable, given the nature of the Event of Default, and any other remedy available to
Tenant at law or in equity. In addition, if the Event of Default by Landlord is of such a nature
that the Event of Default materially interferes with Tenant's use or occupancy of the Premises, in
Tenant's reasonable judgment,and Landlord fails to fully cure or eliminate the cause or causes of
such Event of Default within 30 days following written notice from Tenant stating that such an
Event of Default has occurred, then Tenant also has the right to terminate this Lease by giving
Landlord a written Notice of Termination that Tenant must give at least ten days before the
Expiration Date stated in such Notice of Termination. Upon the Expiration Date, this Lease
comes to an end as fully and completely as if the Expiration Date stated in such notice were the
Expiration Date originally fixed, provided, however, that Landlord remains liable for any breach
of Landlord's obligations under this Lease occurring before such Expiration Date, and Tenant is
required to comply with the provisions of§6.7.
February 2014 Ten-Year Office twee Page 30
9.6 Ql a by Tenant
If Landlord fails to perform any obligation,agreement,or condition of Landlord under this Lease,
including, but not limited to, failing to make any required repairs or to provide any Building
services, and if such failure interferes with Tenant's use or occupancy of the Premises,in Tenant's.
reasonable judgment, and if Landlord does not cure such failure within 30 days after written
notice from Tenant specifying the failure(or, for those failures that are incapable of being cured
within such 30-day period, if Landlord fails to commence such cure within said 30-day period
and thereafter fails to diligently pursue such cure to completion),Tenant, at Tenant's sole option,
and without waiving or limiting any claim for damages, at any time thereafter has the right to
perform such obligation for Landlord, provided that Tenant has the right to cure any such failure
before the expiration of the waiting period described above (but after notice to Landlord,
including telephonic notice) if the curing of such failure before the expiration of the waiting
period is reasonably necessary to prevent injury to persons or property. If Tenant makes any
expenditure or incurs any obligation for the payment of money in order to cure Landlord's failure
to perform as aforesaid, such monies paid or obligations incurred, to the extent they are
reasonable, are deemed paid or incurred on behalf of Landlord,and Landlord agrees to reimburse
Tenant therefor or save Tenant harmless therefrom. Tenant must deliver to Landlord an itemized
statement of all costs that Tenant incurs to cure Landlord's failure to perform, together with
copies of all bills, invoices,receipts, and other documents evidencing such costs. Landlord must
promptly pay any outstanding bills for labor, materials, or both, and, within 30 days of Tenant's
demand, must reimburse Tenant for any amount that Tenant pays on behalf of Landlord. 'If
Landlord fails to reimburse Tenant within such period, Tenant has the right to deduct the amount
from the next or any succeeding payments of Rent due under this Lease.
9.7 Remedies Cumulative
Any and all rights and remedies of Landlord and Tenant under this Lease, at law, and in equity,
are cumulative and are not to be deemed incompatible with each other, and Landlord and Tenant
each has the right to exercise any two or more such rights and remedies simultaneously, to the
extent permitted by law.
10. MORTGAGE PROVISIONS
10.1 EsLo2gel Certificate
Within 20 business days from receipt of a written request from Landlord or any mortgagee of the
Building,Tenant must execute and deliver to Landlord a certificate in the form of the then-current
Commonwealth ofMassachusetts Estoppel Certificate that indicates any then-existing exceptions.
10.2 Subordination
Upon the written request of Landlord, Tenant must subordinate this Lease and its lien to the lien
of any future mortgage(s) upon the Premises that is (are) held by a bank, insurance company,
govenunental agency, or other financial institution (or more than one), provided that Landlord
and the holder(s) of such mortgage(s) executes and delivers to Tenant the then-current
Commonwealth of Massachusetts Subordination, Non-Disturbance, and Attornment Agreement.
The word "mortgage," as used in this Lease, includes mortgages, deeds of trust, and all similar
instruments,and all modifications,extensions,renewals,and replacements thereof.
Febnmry2014 Ten-YearOffice Lease Page 31
10.3 Recognition
As a condition precedent to Tenant's execution of this Lease, Landlord must cause each bank,
insurance company, governmental agency, or other financial institution, which is a holder of the
lien of any existing mortgage upon the Premises, to join Landlord and Tenant in the execution
and delivery of the then-current Commonwealth of Massachusetts Recognition, Non-Disturbance,
and Attornment Agreement. The word "mortgage," as used in this Lease, includes mortgages,
deeds of trust, and all similar instruments, and all modifications, extensions, renewals, and
replacements thereof. If Landlord does not satisfy such condition precedent in the,prescribed
manner, then Landlord thereby represents to Tenant that there is no such existing mortgage, with
the express understanding that Tenant relies on such representation as a material representation
inducing Tenant to execute this Lease.
11. HOLDING OVER
If Tenant or anyone claiming under Tenant remains in possession of the Premises or of any part
of the Premises after the expiration of the Term without any agreement in writing between
Landlord and Tenant with respect to such possession, then before Landlord's acceptance of Rent,
the person remaining in possession is deemed a tenant-at-sufferance. After Landlord's
acceptance of Rent, such person is deemed a tenant-from-month-to-month, subject to the
provisions of this Lease insofar as the same are applicable to a tenant-from-month-to-month.
However, Tenant agrees that Landlord has the right to accept any Rent that Tenant tenders after
the expiration or earlier termination of this Lease without prejudice to any claim that Landlord
has for a higher fair-market rent for the Premises, provided that Landlord must give Tenant
written notice'of such claim before acceptance of Rent. Nothing in this § 11 is to be construed to
give Tenant a right to remain in possession of the Premises after the Expiration Date.
12. FISCAL YEAR APPROPRIATIONS AND AUTHORIZATIONS
12.1 Tenant's Obligations Subiect to Appropriations and Authorizations
The fiscal year of the Commonwealth is the 12-month period ending June 30 of each year.
Appropriations and authorizations for expenditures by agencies of the Commonwealth are made
on a fiscal-year basis. In accordance with G. L. c. 29, § 27, the obligations of Tenant under this
Lease, and under any modification, extension, or renewal of this Lease for any fiscal year, are
subject to the appropriation and the allotment of sufficient funds to the User Agency.
12.2 Termination of Lease for Lack of Appropriations and,Authorizations
If, for any fiscal year during the Term, sufficient funds for the discharge of Tenant's obligations
under this Lease are not appropriated and authorized, or if, during any fiscal year during the
Term, funds for the discharge of Tenant's obligations under this Lease are reduced pursuant to G.
L. c. 29, § 9C, then Tenant has the right to terminate this Lease by written notice to Landlord
without any liability whatsoever for damages, penalties, or other charges arising from early
termination,and without further recourse to either party;provided,however,that Tenant must pay
all Rent and any other charges due to Landlord for the period before Tenant's surrender of the
Premises,and that Tenant must comply with the provisions of§ 6.7 of this Lease.
February 2014 Ten-Year Office L=se Page 32
13. PERSONAL LIABILITY
13.1 Liability of Tenant
No official, employee, or consultant of the Commonwealth of Massachusetts is ever personally
liable to Landlord, or to any successor-in-interest to Landlord, or to any person claiming through
or under Landlord for or on account of any Event of Default by Tenant or failure by Tenant to
perform any of Tenant's obligations under this Lease, or for or on account of any amount that is
due or becomes due under this Lease,or for the satisfaction of any judgment against Tenant under
this Lease,or on any claim,cause,or obligation whatsoever under this Lease.
13.2 Liability of Landlord
No trustee, beneficiary, partner, director, officer, shareholder, or employee of Landlord is ever
personally liable to Tenant, or to any successor-in-interest to Tenant, or to any person claiming
through or under Tenant for or on account of any Event of Default by Landlord or failure by
Landlord to perform any of Landlord's obligations under this Lease, or for or on account of any
amount that is due or becomes due under this Lease, or for the satisfaction of any judgment
against Landlord under this Lease, or on any claim„ cause, or obligation whatsoever under this
Lease. Tenant must look solely to Landlord's interest in the Premises, the Building, and the land
upon which the Building is located, and to the rents and profits derived from the Premises, the
Building,and said land for the satisfaction of any claim or judgment against Landlord under this
Lease. Notwithstanding the foregoing, nothing in this paragraph limits any right that Tenant
otherwise has to obtain injunctive relief against Landlord, or to claim the proceeds of any
insurance maintained by Landlord for Tenant's benefit or any condemnation proceeds to which
Tenant is entitled under this Lease. In addition, nothing in this § 13.2 limits the recourse of
Tenant on account of willful fraudulent conduct.
14. NOTICE
14.1 Notice
(a) Unless otherwise expressly permitted under this Lease, all notices or other communication
required or permitted to be given under this Lease must be in writing, signed by a duly
authorized representative of the party giving notice and given by hand delivery(including,
without limitation, courier and overnight-delivery service) or mailed by United States
certified mail,postage prepaid,return receipt requested.
(b) Unless otherwise expressly stated in this Lease, notices must be addressed and sent to
Landlord at the address appearing for Landlord in § 1.1 and to Tenant at the address
appearing for Tenant in § 1.1, with copies to the User Agency (i) at the address of the
Premises(after the Date of Occupancy)and(ii)at the address set forth for the User Agency
in§ 1.1 if different from the address of Tenant.
(c) Under this § 14, Landlord and Tenant, at any time and from time-to-tifile, has the right to
designate a different address or different addresses to which notices must be sent.
(d) All notices given in accordance with §§ 14.1 (a), 14.1 (b), and 14.I (c) are deemed given,
for all purposes,(i)on the date shown on the receipt for delivery or(ii)as of the date notice
is sent if delivery is refused or could not be attained.
February 2014 Tea-Year Ogee Lease Page 33
14.2 Slaecial Notice Where Failure to Reply Results in Consent or Avoroval.
If the consent or approval of Landlord or Tenant is deemed under this Lease to be given to a
request or submission following a period of non-reply, such consent or approval is effective only
if the outside of the envelope containing the request or submission bears the following legend
with the appropriate time period filled in, printed in bold-face all-uppercase type at least one-
quarter inch high(28-point font):
NOTICE: THIS REQUEST FOR
APPROVAL REQUIRES
IMMEDIATE REPLY, FAILURE
TO RESPOND WITHIN
DAYS RESULTS IN
AUTOMATIC APPROVAL,
55.. FORCE MAJB JRE
Whenever this Lease requires performance on or by a fixed date, or within a fixed time or a
reasonable time, if war, fire, flood, or other casualty, or strike, governmental regulation
(including any delay in the payment of Rent caused by or resulting from an act or an omission of
any branch, agency, or department of the government of the Commonwealth of Massachusetts,
other than the User Agency or DCAMM), weather, or any other event that is beyond the
reasonable control of the party whose performance is required (each a Force Majeure Event)
delays performance, the time for performance must be extended for a period that is equal to the
duration of the delay.
16. MISCELLANY
16.1 Entire Agreement
This Lease contains all of the agreements between Landlord and Tenant with respect to the
subject matter of this Lease and supersedes all prior writings and dealings between Landlord and
Tenant with respect to this Lease.
February 2014 'Fen-Year Office Lease Page 34
16.2 Changes in Lease
The provisions of this Lease must not be modified in any manner except by a written instrument
signed, sealed,and mutually agreed upon by-all the parties to this Lease and approved as required
by law. No such instrument is void for lack of a recital of consideration.
16.3 Binding Agreement
This Lease binds and inures to the benefit of the parties to this Lease and to their respective
representatives, successors, and assigns. All provisions of this Lease must be construed as
covenants running with the land.
16.4 Governing Law
This Lease must be construed and governed by the laws of the Commonwealth of Massachusetts.
Landlord and Tenant agree to bring any Federal or State legal proceedings arising under this
Lease, in which the Commonwealth of Massachusetts, the User Agency, or DCAMM is a party,
in a court of competent jurisdiction within the Commonwealth of Massachusetts.
16.5 Waiver
The failure of either party to seek redress for violation or to insist upon the strict performance of
any covenant or condition of this Lease does not prevent a subsequent act that would have
originally constituted a violation from having all the force and effect of a violation. No provision
of this Lease is deemed to have been waived by any party unless such waiver is in writing and
signed by an authorized representative of the party to be bound by such waiver.
16.6 No Broker
Landlord and Tenant each represents and warrants to the other that no broker,agent,commission
salesman,or other person has represented Landlord or Tenant in connection with the procurement
or consummation of this Lease.
16.7 Rights and Remedies not Exclusive
Unless otherwise expressly stated in this Lease, no mention in this Lease of any specific right or
remedy precludes Landlord or Tenant from exercising any other right, having any other remedy,
or maintaining any action to which Landlord or Tenant otherwise is entitled, either at law or in
equity.
16.8 Accord and Satisfaction
Acceptance by Landlord of a lesser sum than Rent then due must not be deemed to be other than
on account of the earliest installment of such Rent due, and any endorsement or statement on any
check of Landlord or Tenant, or any letter accompanying any check or payment from either
Landlord or Tenant to the other,must not be deemed an accord and satisfaction,and Landlord and
Tenant each has the right to accept such check or payment without prejudice to such party's right
to recover any balance due with respect to such payment or pursue any other remedy provided in
this Lease.
r
February 2014 Ten-Year Office Lease Page 35
16.9 Debarred or Suspended Contractors
Landlord must not accept bids or proposals from, or enter into any contract with, any person or
firm for the construction (including but not limited to the Landlord's Improvements), repair, or
maintenance of the Premises if such person or firm is debarred or suspended from contracting
with the Commonwealth of Massachusetts, with the government of the United States of America,
or with both under any applicable statute or regulation, or is subject to a stop-work order issued
by any governmental authority with jurisdiction under any applicable statute or regulation.
Landlord must require each person and firm with whom Landlord contracts for the construction,
repair, or maintenance of the Premises to agree with Landlord not to accept bids or proposals
from, or enter into or continue any contract with, any such debarred or suspended person or firm,
or from or with any person or firm subject to any such stop-work order, for all or any part of the
construction (including but not limited to the Landlord's Improvements), repair, or maintenance
of the Premises,and Landlord must strictly enforce each such agreement.
16.10 Time of Essence
Time is of the essence to this Lease and to each of its provisions.
I6.11 Affirmative Action;Nan-discrimination in Hiring and EmployLnent
Landlord must comply with all federal and state laws, rules, and regulations promoting fair-
employment practices or prohibiting employment discrimination and unfair-labor practices and
must not discriminate in the hiring of any applicant for employment or demote, discharge, or
otherwise subject any qualified employee to discrimination in the tenure, position, promotional
opportunities, wages, benefits, or terms and conditions of their employment because of race,
color, national origin,ancestry, age, sex, religion, disability, handicap, sexual orientation, gender
identity, as defined by chapter 199 of the Acts of 2011, or for exercising any rights afforded by
law. Landlord commits to exercise diligent efforts in purchasing supplies and services from
certified minority or women-owned businesses,small businesses, or businesses owned by socially
or economically disadvantaged persons or persons with disabilities.
16.12 Seyerability
If any provision of this Lease is declared to be illegal, unenforceable, or void, then Landlord and
Tenant are relieved of all obligations under that provision (or the application of that provision
under circumstances in which that provision is illegal or unenforceable),provided, however, that
the remainder of this Lease must be enforced to the fullest extent permitted by law.
16.13 No ice of Leas
Upon the request of Tenant, Landlord must execute and deliver to Tenant a recordable notice of
this Lease.
16.14 No Agreement until Signed
No legal obligation arises with respect to the Premises or other matters covered by this Lease
until this Lease is executed by Landlord and by the Commonwealth of Massachusetts acting by
and through its Division of Capital Asset Management and Maintenance (the Commissioner of
the Division of Capital Asset Management and Maintenance is joined by an authorized
February 2014 Ten-Year office!.ease Page 36
representative of the User Agency as an adjunctive signatory), and delivery is made by and to
each.
16.15 State Employees Barred from Interest
No official, employee, or consultant of the Commonwealth of Massachusetts must ever.have any
personal interest, direct or indirect, in this Lease or in Landlord, or participate in any decision
relating to this Lease that affects the personal interest of such official,employee, or consultant,or
that affects the interest of any corporation, partnership, or association in which such official,
employee,or consultant is,directly or indirectly,interested.
16.16 Paragraph Heading§
The paragraph headings in this Lease are for convenience of reference only and in no way define,
increase,or limit the scope or intent of any provision of this Lease.
16.17 Counterparts
This Lease is executed in multiple counterparts, each such counterpart is an original for all intents
and purposes,and all such counterparts together constitute one and the same Lease.
16.18 Rider Exhibits and Other Accompanyina Documents
Other than the"Landlord's Beneficial-Interest-Disclosure Statement" and the"Certificate of Tax-
and-Employment-Security Compliance," each rider, exhibit, and other accompanying document
is an integral part of this Lease for all lawful intents and purposes.
The "Landlord's Beneficial-Interest-Disclosure Statement" and the "Certificate of Tax-and-
Employment-Security Compliance" are required by the General Laws of the Commonwealth of
Massachusetts for rental agreements and for agreements that extend or renew rental agreements in
which the Commonwealth of Massachusetts is the tenant, but these required documents are not
part of the documents for which they are required and therefore are not attached to them.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Febneary 2014 TmYear Office Lease Page 37
Landlord and Tenant have executed multiple counterparts of this document,under seal in accordance with
the laws of the Commonwealth of Massachusetts, Tenant having done so by the Commissioner of the
Division of Capital Asset Management and Maintenance,who was joined by an authorized representative
of the User Agency as an adjunctive signatory, neither of whom incurs any personal liability as a result of
such signature.
LANDLORD: TOWN OF AGAWAM
By:
Printed Name: Richard A Cohen
Title: M_ ayor
TENANT: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND
THROUGH THE COMMISSIONER OF ITS DIVISION OF CAPITAL
ASSET MANAGEMENT AND MAINTENANCE
By:
Carol W. Gladstone, Commissioner, who certifies, under penalties of perjury, that she has fully
complied with the advertising requirements of G. L. c. 7C, § 36, in connection with the property
described in this document.
USER AGENCY: MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
By:
Printed Name: Ann McCarthy
Title: General Counsel
Approved as to Matters of Form:
Peter A.Wilson,Deputy General Counsel
Division of Capital Asset Management and Maintenance
February 2014' Ten-Year Office Lease Page 38
RIDER TO LEASE
DATE OF LEASE:
LANDLORD: Town of Agawam
TENANT: The Commonwealth of Massachusetts acting by and through the Commissioner
of its Division of Capital Asset Management and Maintenance(DCAMM) of the
Executive Office for Administration and Finance on behalf of the User Agency,
Massachusetts Emergency Management Agency
BUILDING(ADDRESS): 1000 Suffield Street
Agawam,Massachusetts 0100I
PREMISES: Partial First Floor within the Building as shown in Exhibit A,together with all of
the Landlord's Improvements (as defined in § 4.1) made within the Premises
pursuant to the provisions of this Lease.
Modify this Lease as follows:
1. In § 1.2, under"RIDER.EXHIBITS.AND OTHER ACCOMPANYING DOCUMENTS".delete
"Exhibit C: Specifications for Premises(As appearing in the Request for Proposals,as revised by
agreement of the parties based on Landlord's Proposal and subsequent negotiations)" and
substitute the following:
Exhibit C-1: Landlord Services
Exhibit C-2: Specifications for Premises
Exhibit C-3: Landlord's Improvements
2. Substitute for§§ 3.2(a)and(b):
The obligation of Tenant to pay Rent begins on the Date of Occupancy. The Date of
Occupancy is June 1,2016.
3. § 3.3 (a) is inapplicable as Tenant is currently in occupancy of the Premises under an existing
Lease.
4. Regarding § 4, the Landlord's Improvements are limited to the improvements described in
Exhibit C-3. The Landlord's Improvements must be completed by Landlord at Landlord's sole
cost and expense and in accordance with Exhibit D. § 4.2 is inapplicable to the Landlord's
Improvements set forth in Exhibit C-3.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Febnauy 2014 Ten-Year Office Lmse Page 39
Landlord and Tenant have executed multiple counterparts of this document,under seal in accordance with
the laws of the Commonwealth of Massachusetts, Tenant having done so by the Commissioner of the
Division of Capital Asset Management and Maintenance,who was joined by an authorized representative
of the User Agency as an adjunctive signatory, neither of whom incurs any personal liability as a result of
such signature.
LANDLORD: TOWN OF AGAWAM
By:
Printed Name: Richard A. Cohen
Title: Mayor
TENANT: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND
THROUGH THE COMMISSIONER OF ITS DIVISION OF CAPITAL
ASSET MANAGEMENT AND MAINTENANCE
By:
Carol W. Gladstone, Commissioner, who certifies, under penalties of perjury, that she has fully
complied with the advertising requirements of G. L. c. 7C, § 36, in connection with the property
described in this document.
USER AGENCY: MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
By:
Printed Name: Ann McCarth
Title: General Counsel
Approved as to Matters of Form:
Peter A.Wilson,Deputy General Counsel
Division of Capital Asset Management and Maintenance
Febmity 2014 Ten-Year Office tease Page 40
COMMONWEALTH OF MAssAC HuSETTs
ExECuTIvE OFFICE FOR ADMINisTRATION AND FINANCE
DivlsloN OF CAPITAL AssET MANAGEMENT AND MAINTENANCE
OFFICE OF LEASING AND STATE OFFICE PLANNING
CERTIFICATE OF COMPLIANCE WITH EXECUTIVE ORDER NO.481
Pursuant to Executive Order No.481, Richard A. Cohen ,
(name(s)of pc=n(s)who signed the document to which this Certificate is
attached for Landlord,Licensor,Mortgagee,or Prospective Lender)
_ Mayor _ of Town of Agawam _ (Contractor)
(title(s)of person(s)who signed the document (name of Landlord,Licensor,Mortgagee,or Prospective Lender
to which this Certificate is attached for Landlord, named in the document to which this Certificate is attached)
Licensor,Mortgagee,or Prospective Lender)
whose principal place of business is located at 36 Main Street.AgawaM,Massachusetts 01001
(address of principal place of brtsines of Landlord,Licensor,Mortgagee or
Prospective Lender named in the document to which this Certificate is attached)
certifies, as a condition of receiving Commonwealth funds under(a)the lease or(b) the short-term
tenancy agreement or(c)the license or(d)the amendment or(e) the subordination,non-disturbance,and
attomment agreement or 09 the change-of-ownership documents to which this Certificate is attached(this
Contract) for the premises located at_ 1000 Suffield Street,Agawam,Massachusetts
(address of the premises as stated in
that;
the document to which this Certificate is attached)
1. The following provisions of this certification are ancillary to this Contract and will be and are binding
upon Contractor as if literally included among the provisions of this Contract, as it may be amended
from time-to-time.
2. Contractor must not and will not knowingly use undocumented workers in connection with
Contractor's performance under this Contract.
3. Pursuant to federal requirements, Contractor must and will verify the immigration status of all
workers assigned to Contractor's performance under this Contract without engaging in unlawful
discrimination, and Contractor must not and will not knowingly or recklessly alter, falsify, or accept
altered or falsified documents from any such worker.
4. Contractor is aware that any breach of item 2,item 3,or both item 2 and item 3 during the term of this
Contract may be regarded as a material breach of this Contract, subjecting Contractor to sanctions,
including by way of example only and not limitation, monetary penalties, withholding of
Commonwealth funds and other payments, suspension or termination of this Contract or both, and
any other remedy available to Tenant or Licensee under this Contract,at law,or in equity.
Signed under the penalties of perjury on ,20
(signature(s)of petson(s)whose name(s)and
title(s)appear at the beginning of this Certif cats)
April 2007 E.0.No.481 Compliance Certificate(OLSOP)
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Exhibit C-1
Landlord Services
1. LANDLORD'S SERVICES
1.1. Hours of Operation: Hours of Operation are 24 hours per day, 7 days per week
including holidays.
1.2. Utilities: Landlord must ensure the delivery of the following utility services to the
Building and Premises: (1) water, sewer, gas, fuel, and electricity, (2) heating,
ventilation, and air-conditioning (HVAC), (3) all common-area lighting, and (4) power
for the User Agency's_office equipment and lighting within the Premises.
During the Hours of Operation, Landlord must ensure that HVAC is available and
properly operating and functioning throughout the Premises and must maintain the
temperature within 70° and 74' Fahrenheit in the wintertime and within 72° and 76°
Fahrenheit in the summertime. In the Main Distribution Frame(MDF) and Intermediate
Distribution Frame (IDF) rooms, Landlord must maintain the temperature at no more
than 706 Fahrenheit 24/7.
1.3. Maintenance of Premises,Appurtenant Areas, and Building: Landlord must provide
the continuous maintenance and repair services needed to maintain the Premises,
appurtenant areas, systems, equipment, and the Building in good repair and tenantable
condition. Landlord must provide Material Safety Data Sheets for all products used on-
site.
Landlord must keep the Building and appurtenant areas clean and free from litter and
from pests, through implementation of an Integrated Pest Management program.
Landlord must maintain common pedestrian walkways and landscaped areas. Landlord
must remove snow and ice from all entrances, exits, sidewalks, and parking areas before
the Hours of Operation and during such hours if snow, ice,or both accumulate. Landlord
must use environmentally preferable ice-melt and sand as necessary to ensure safety.
Landlord must supply,install,and maintain entry mats at all Building entrances.
Landlord must maintain and repair the Building envelope and systems including, by way
of example and not limitation, roofs, windows, floors and floor covering, walls and wall
coverings, ceilings, locks, life-safety systems and fire protection equipment, lighting
fixtures and lamps, and all mechanical, electrical, and plumbing systems serving the
Building and the Premises. Landlord must service heating, ventilating, and air-
conditioning equipment in accordance with the manufacturer's recommendations and
must replace filters quarterly or more often if indicated or dictated by local conditions or
by the manufacturer's recommendations. Landlord must maintain the heating,
ventilating, and air-conditioning equipment so that the indoor air quality is consistent
with each IAQ Standard/Guideline identified in the table under Initial Indoor Air Quality
Testing in§ B-1.
Landlord must replace worn or damaged ceiling tiles and floor coverings with equal or
better goods and must repair and repaint wom or damaged wall surfaces in the Premises.
If the Term of Lease is ten years or if the original Term of Lease is extended to ten years,
Landlord must repaint all rooms listed under Meeting Areas and Entry Areas in the Space
February 2014 Ten-Year office Lease Page 43
Allocation and Finish Schedule in § B-2 at the beginning of the fourth and the seventh
year of the Lease Term in accordance with the specifications in§ B-2, and Landlord must
re-carpet all Entry Areas, Meeting Areas and circulation areas leading from the Entry
Areas to the Meeting Areas at the beginning of the sixth year of the Lease Term in
accordance with the Specifications in § B-2. Landlord must repaint all other painted
surfaces within the Premises at the beginning of the fifth year of the Lease Term in
accordance with the specifications in § B-2. Landlord is responsible for moving and
returning furniture as necessary to accomplish painting and re-carpeting. The User
Agency may waive this requirement in writing for certain rooms, or where protective
wall covering is provided and installed.
I A. Building Security and Access: Landlord must enable authorized employees of the User
Agency to access the Premises at any time(2417). Landlord may enable such access via
security guards,a master key,an electronic card,or a similar restrictive entry system.
Landlord must maintain and service, at Landlord's sole cost and expense,all the security
systems and security systems components described in § B-2. For the intrusion alarm
system and the water detection and temperature and humidity monitoring systems in the
MDF and IDF, Landlord must provide a 24/7 alarm monitoring service to alert
Landlord's property manager and User Agency of an alarm. All service fees, including
the cost of the telephone line(s)required to operate the system, are at Landlord's sole cost
and expense.
1.5. Janitorial Services: Landlord must provide the janitorial services of a professional
cleaning-service company that consistently, adequately, and sufficiently supervises the
employees of such company and ensures that standard office-cleaning practices are
followed and performed at all times. Landlord must require such company to carry
comprehensive liability insurance for not less than$2,000,000 combined single limit,and
Workers' Compensation insurance covering all persons employed by such company in
the Building and appurtenant areas, issued by a carrier or carriers qualified to conduct
business in Massachusetts, and naming the Commonwealth of Massachusetts as an
additional insured. Landlord must provide Material Safety Data Sheets for all cleaning
products used on-site to Tenant and User Agency. Services include:
Daily: Empty waste baskets; remove trash; wash and clean all fixtures, counter;, and
floors in restrooms and Staff Support Rooms; replenish paper and soap products in all
restrooms, and supply and replace all liners for all waste and sanitary napkin receptacles;
replenish paper products in all Staff Support Rooms; sweep or dry-mop uncarpeted floors
(including entrances, lobbies, and corridors); vacuum carpeting with HEPA-filter
vacuum; clean drinking fountains and H2O points of use.
Weekly: Wash all uncarpeted floors,dust furniture and all horizontal surfaces,including,
by way of example and not limitation, fixtures, blinds, window sills, and convection
units; buff uncarpeted floors; clean all door-entry window glass, visual-glass panels on
room doors, all glass sidelights, all office visual-glass panels, and all modular-furniture
Plexiglas panels.
Quarterly: Strip, wax, and buff uncarpeted floors; vacuum air diffusers and return
grilles.
February 2014 Ten-Year Office Lease Page 44
Semi-Annually: Clean carpet using a cleaning method consistent with carpet
manufacturer's instructions;wash windows(inside and outside); damp-wash air diffusers,
return grilles,and surrounding walls and ceilings.
Annually: Wash blinds; dust all high surfaces.
As Needed: Supply and replenish all paper and soap products in restrooms; supply and
replace paper towels in Staff Support Rooms, supply and replace all liners for all waste
and sanitary napkin receptacles; exterminate pests;spot-clean carpets.
Recyclables Collection: As needed but not less than once per week, empty Landlord-
provided single-stream recycling receptacles located in each office and at each
workstation into Landlord-provided recycling bins for recycling by Landlord. Landlord
must institute or maintain recycling programs for the Building for items including, by
way of example and not limitation, delivery pallets, cardboard, glass, and recyclable
plastic and metals.
Cleaning Products and Metbods, Hand Soap and Paper Supplies: Landlord and
Landlord's professional cleaning-service company must use environmentally preferable
cleaning products and methods, provide hand soap with bio-based ingredients in the
restrooms,and supply paper products with post-consumer waste recycled content.
1.6. Preparation for Occupancy by Tenant: Before Tenant occupies the Premises,
Landlord must perform(or Landlord must cause Landlord's professional cleaning-service
company to perform) a comprehensive cleaning of the Premises including, by way of
example and not limitation: vacuum and wash all horizontal surfaces (including, by way
of example and not limitation, soffits, window sills, counters, work surfaces, interiors of
millwork cabinets installed by Landlord); wash, wax, and buff all uncarpeted floors;
vacuum all carpeting with HEPA-filter vacuums; and wash windows inside and outside.
In addition,Landlord must verify that all ductwork has been cleaned,all grilles have been
washed,and all temporary filters have been replaced,as specified in§ B-2.7 Ventilation.
1.7. Initial Indoor Air Quality Testing: Within 30 days after the Date of Occupancy,
Landlord must conduct, at Landlord's sole cost and expense, initial indoor air quality
testing (Initial IAQ Testing) of the Premises using a Certified Industrial Hygienist
approved by Tenant. Initial IAQ Testing must include, without limitation,direct-reading
measurements of temperature, relative humidity, carbon dioxide, carbon monoxide,
airborne particulates, and volatile organic compounds in a representative sampling of the
Premises that demonstrates results consistent with those identified below, and a moisture
survey of readily accessible porous building materials in areas where water is or is likely
to be present.
Material Measured IAQ Standard/Guideline Source
Carbon dioxide 800 ppm MA DPH
Carbon monoxide Less than or equal to outdoor MA DPH
concentrations
Particulate in air .035m m US EPA
VOCs Less than or equal to outdoor MA DPH
concentrations
February 2014 Ten-Yew Office pease Page 45
Landlord must deliver to Tenant and User Agency a written report (the Initial IAQ
Report) of the results of the Initial IAQ Testing. If the Initial IAQ Report identifies any
deficiencies in the indoor air quality or HVAC system of the Premises or Building,
Landlord and Tenant must establish a schedule to remedy the deficiencies and Landlord,
at Landlord's sole cost and expense, must immediately commence such remediation and '
pursue it diligently to completion. Upon completion of this remediation, Landlord must
undertake additional IAQ Testing and must deliver to Tenant and User Agency a written
report of the results of the additional IAQ Testing that demonstrates that the deficiencies
have been remediated.
1.8. Indoor Air Quality Testing During Lease Term: Within 30 days after receipt of a
written request from Tenant, once during lease years 1 —5 and again once during lease
years 6— 10 if the Term of Lease is ten years or if the original Term of Lease is extended
to ten years, Landlord must conduct, at Landlord's sole cost and expense, indoor air
quality testing (IAQ Testing) of the Premises using a Certified Industrial Hygienist
approved by Tenant. IAQ Testing must demonstrate results consistent with those
identified above.
Landlord must deliver to Tenant and User Agency a written report (the IAQ Report) of
the results of the IAQ Testing. If the IAQ Report identifies any deficiencies in the indoor
air quality or HVAC system of the Premises or Building, Landlord and Tenant must
establish a schedule to remedy the deficiencies and Landlord, at Landlord's sole cost and
expense, must immediately commence such remediation and pursue it diligently to
completion. Upon completion of this remediation, Landlord must undertake additional
IAQ Testing and must deliver to Tenant and User Agency a written report of the results
of the additional IAQ Testing that demonstrates that the deficiencies have been
remediated.
1.9. Re-Balancing of HVAC System During Lease Term: If the Term of Lease is ten years
or if the original Term of Lease is extended to ten years,Landlord,at Landlord's sole cost
and expense, must rebalance the HVAC system at the beginning of lease year 6 and
Landlord must provide Tenant with a registered engineer's certification that the air
distribution is properly balanced in accordance with the design intent as set forth in the
approved Working Drawings, along with a copy of the supporting balancing report not
later than ninety days following the beginning of lease year 6. Any deficiencies must be
corrected by Landlord at Landlord's sole cost and expense.
February 2014 Ten-Year Office Lease Page 46
Exhibit C-2
Specifications for the Premises
2.1, Introduction
2.1.1. Code and Regulatory Requirements: All Building improvements must comply
with the Massachusetts State Building Code, regulations of the Massachusetts
Architectural Access Board (MAAB), the Americans with Disabilities Act
(ADA)including the 2010 ADA Standards for Accessible Design, and applicable
CMR provisions. Where federal or local codes, or regulations, ordinances, or
zoning laws apply,the more restrictive provision must be followed.
2.1.2. Access for Persons with Disabilities: The Building and the Premises must be
free of barriers preventing access to and use of the Premises by persons with
disabilities in accordance with applicable state and federal accessibility
regulations.
2.1.3. Project Schedule: The project schedule in Lease Exhibit D identifies the work
to be performed by Landlord and Tenant and highlights the critical-path items
and dates for the completion of Landlord's Improvements (including the
installation of all equipment) and the availability of the Premises for Tenant's
Occupancy.
2.1.4. Working Drawings. All improvements to the Premises and related areas (the
Landlord's Improvements, as defined in the Lease) must be provided and
installed by Landlord and must be completed in accordance with the approved
Working Drawings (as defined in the Lease) that are based on these General
Specifications, including the Space Allocation and Finish Schedule in§ B-2.
2.1.5. Submittals: Landlord must submit three full sets of the Working Drawings to
Tenant and one full set in AutoCAD DWG format,on a disk.
Landlord must submit to the User Agency for review and approval, all proposed
color selection, cuts, samples, and color swatches necessary to show the
manufacturer's product line for any new finishes. The submittals include by way
of example and not limitation, the proposed products for all floors, walls,
ceilings, lighting, and the proposed finishes and materials for all architectural-
woodwork.
Landlord must provide Material Safety Data Sheets for materials used in
construction upon or before submission of the Certificate of Completion (see §
3.2 of the Lease).
2.1.6. Materials: Whenever feasible, Landlord must use environmentally preferable
materials such as materials with low emissions of volatile organic compounds
(VOCs),materials with recycled content,or materials that are recyclable.
2.1.7. Work in Occupied Areas: If the Landlord's Improvements are to be carried out
in Premises that will be occupied in whole or in part by the User Agency during
the work, Landlord must isolate the occupied areas from the construction areas
February 2014 Ten-Ycar Office Lese Page 47
with appropriate temporary, air-tight physical barriers and must schedule
construction activities that are likely to disrupt the User Agency's operations for
times after the Hours of Operation. Before commencing work, Landlord must
submit a work plan to Tenant for review and approval identifying proposed
measures to prevent migration of construction-generated pollutants to occupied
areas and to ensure the continuity of the User Agency's ongoing operations.
2.1.8. Systems Furniture
2.1.8.1. User Agency-Provided Systems Furniture (UA-Wkstn): User
Agency will supply and install the modular systems furniture indicated
as User Agency Workstations (UA-Wkstn) on the Space Allocation
and Finish Schedule in § B-2. The modular panels of the User
Agency-Provided Systems Furniture vary in height from a low of 48"
to a high of 85", and Landlord must coordinate ceiling heights, and the
placement of HVAC and fine and life-safety systems accordingly.
2.2. Walls: Walls must be located as shown on approved Working Drawings. The location
of all floor tracks must be verified by the project architect. The standard wall
composition is assumed to be 5/8" gypsum wallboard (GWB) on metal studding, spacing
as recommended by manufacturer of metal studding. Other materials, including pre-
finished wall systems, providing similar acoustics, durability, and physical appearance
are acceptable.
To limit the production of dust and construction debris, DCAMM encourages the use to
the greatest extent possible of pre-finished, demountable wall systems that provide the
same durability, acoustical performance, and physical appearance,as the conventional
5/8" gypsum wallboard (GWB) on metal studding assembly. For all new wall
construction, Landlord must offset electrical outlets and similar openings. Landlord must
provide and install 2" x 6" wood blocking as required for support of all wall-mounted
elements. Landlord must refinish existing walls to match new partitions. All surfaces
must be clean and smooth,and existing walls and/or partitions to be incorporated into the
Premises must be prepared to receive the new finish specified.
DCAMM uses sound transmission coefficient (STC) ratings to specify minimum
acoustical requirements. A specific STC rating may be achieved by a number of different
construction assemblies, as published by several organizations including the Gypsum
Association.
2.2.1. Demising Wall: Demising walls separating the proposed Premises from other
tenants and Building common areas must meet code requirements for fire
separation. Demising walls must extend tight to the structural ceiling, meet an
STC rating of 45 or better,and be finished to match adjacent walls. A suggested
assembly consists of 3 518" 25-gauge metal studs and tracks, fastened securely to
floor and structural ceiling(and a row of horizontal stiffeners at midpoint of wall
where required), with one layer Type X 51s" GWB on each side with taped and
finished joints with a three-coat system below acoustical ceilings and a one coat
system above the ceiling. Landlord must apply acoustical sealant at bottom and
top and at all penetrations, and provide and install sound attenuating blanket
between studs.
February 2014 Ten-Year Office Lem Page 48
2.2.2. Full-Height Partition: Landlord must provide and install full-height partitions
as indicated on the Space Allocation and Finish Schedule in § B-2. Full-height
partitions must achieve an STC rating of 40 or better. A suggested assembly
consists of 351B" 25-gauge metal studs and tracks with one layer 518" GAM on
each side extending six inches above the acoustical tile with taped and finished
' joints with a three-coat system below acoustical ceilings and a one-coat system
above the ceiling. Landlord must fasten tracks directly to floor and structural
ceiling or install angle bracing from the structural ceiling to top of track to
provide a rigid assembly.
DCAMM encourages the use of pre-finished, demountable wall systems that
provide the same durability,acoustical performance, and physical appearance.
2.3. Doors: Doors and frames must match the acoustical, fire code, and/or security qualities
of the surrounding walls. Dimensions and locations of doors and hardware must comply
with all applicable accessibility requirements. Standard door and hardware upgrades, by
type and location, are specified on the Space Allocation and Finish Schedule in § B-2.
Where required by code, Landlord must provide and install UL labeled fire-rated metal
doors and frames. Door/frame finish must consist of both one coat sealer/primer and two
coats semi-gloss enamel, up to three colors selected by the User Agency, or two coats
polyurethane, with or without stain. New doors must not contain particleboard
components made with urea-formaldehyde binders. All existing doors and frames that
will remain are to be prepared to receive new finishes.
2.3.1. Tenant Entry Doors: Landlord must provide and install I Y44"thick x 3'-0"wide
x 6'-8" to T-0" high, 16-gauge metal or solid core wood doors with hardwood
stain grade veneer in 16-gauge welded steel frames. At a minimum, each Tenant
Entry Door must be equipped'with a vision panel, and Tenant's main Entry Door
must be equipped with a greater glass surface than a vision panel and with a
tempered glass sidelight in metal or wood frame adjacent to the door; the actual
size of the glass panel and sidelight must be confirmed during design.
2.3.2. Standard Interior Door and Frame: Landlord must provide and install 13/4"
thick x Y-0" wide x 6-8" to T-0" high solid core wood flush doors with
hardwood stain grade veneer in extruded aluminum or 16 gauge steel frames,
knock-down construction, with 5/8" deep stops, with factory-applied transparent
finish or with factory-applied primer to receive two coats of compatible paint
finish on-site.
2.3.2.1. Sidelight: Landlord must add one 18" wide x 6'-8" to 7'-0" high
tempered glass sidelight in matching frame next to each door of all
offices, meeting rooms, training rooms, interview rooms, and
conference rooms identified on the Space Allocation and Finish
Schedule in§ B-2.
2.3.2.2. Vision Panel: Landlord must add door manufacturer's standard glass
vision panel, approximately 9" wide x 30" high located at eye level on
the latch side of the door for all passageways and equipment rooms
such as mail rooms, storage rooms, file rooms, MDF and IDF rooms
identified on the Space Allocation and Finish Schedule in§B-2.
February 2014 Ten-Year Office base Page 49
2.3.3. Interior Glass and Glazing: All interior glass and glazing is to conform to
Massachusetts State Building Code with attention to the Specific Hazardous
Locations provisions.
2.3.3.1.Privacy Film: Landlord must provide and install privacy film on the
interior face of all glass sidelights, with pattern, size, and height to be
confirmed by the User Agency during the design phase.
2.4. Hardware
2.4.1. Standard Hardware Package: On standard interior doors, Landlord must
provide and install Grade 2 hardware package including 1'r4 pair non-rising pin
butt hinges; latchset with lever handles; silencers; floor or wall-mounted door
stops 5/e" deep. Latchsets are to be Arrow, Best or Schlage only. All hardware
must be stainless steel with commercial grade US32D satin finish. Landlord
must provide and install one coat hook on the inside face of each office door.
2.4.2. Lacks: Landlord must provide and install cylinder lockset using interchangeable
core cylinders to allow immediate re-keying of lock, keyed to the User Agency
master, at all storage and equipment rooms, tenant entry doors and at locations as
noted on the Space Allocation and Finish Schedule in §B-2.
2.4.3. Heavy-Duty Hardware Package: Landlord must provide and install heavy-duty
Grade 1 hardware including ball bearing hinges, cylinder lockset, and deadbolt
with minimum 1" throw and concealed hardened steel roller. Latchsets are to be
Arrow, Best or Schlage only. Landlord must provide and install turnpiece on
inside face of door. Up to two additional deadbolt units are to be provided and
installed when indicated on the Space Allocation and Finish Schedule in § B-2.
Landlord must install closers and panic bars as required by code.
2.4.4. Remote Door Release: Landlord must provide and install an electronic
strikeplate powered and wired to the reception desk or other locations as
indicated on the Space Allocation and Finish Schedule in § B-2. Coordinate
electrical and security tie-ins where appropriate.
2.5. Finishes and Specialties: The following finishes and specialties are minimum standards;
all finishes are subject to approval. New finishes must be chosen from manufacturers'
open stock to allow proper matching. Refer to the Space Allocation and Finish Schedule
in§B-2 for location of all finishes.
2.5.1. Ceilings: Ceilings may be new or existing acoustical tile systems, or exposed
ceilings may be acceptable in historic renovations, subject to DCAMM approval,
if utilities are organized and the visual appearance is pleasing. For new
installation, Landlord must provide and install an acoustical tile ceiling system
consisting of 2' x 2' x $/s" or 2' x 4' x 5/8" lay-in panels in a lay-in suspension
system. New ceiling tiles must contain past-consumer recycled material and
must not contain formaldehyde or vinyl facing. Ceilings must be at least 8 feet
and no more than I I feet from the floor. All piping must be concealed in hung
ceiling. If the existing system is to be reused, it must be level and meet standards
of new construction. Landlord must remove all soiled or damaged ceiling tiles
February 2014 Te-Y=Office Lease Page 50
and replace to match finish, pattern, and color of surrounding tiles. Landlord
must replace bent or otherwise damaged grid members.
2.5.2. Floors: Floor finishes for all rooms/areas are specified on the Space Allocation
and Finish Schedule in § B-2, and must comply with all applicable accessibility
requirements with regard to floor materials, door threshold, carpeting height, and
anchoring details. All floors must be level and smooth before laying down
agency floor finishes.
2.5.2.1. Carpet Tile and Straight Base: Except where otherwise indicated on
the Space Allocation and Finish Schedule in § B-2, Landlord must
provide and install solution dyed stain-resistant carpet tile with
minimum pile thickness of.10 1 inch, minimum pile density of 6,000
ounces per cubic yard,and minimum weight density of 100,000 ounces
per cubic yard. Carpet tile must have a minimum ten-year guarantee,
anti-static warranty, and a Green Label or Green Label Plus
certification from the Carpet and Rug Institute Indoor Air Quality Test
Program. Where adhesive use is required, Landlord must use water-
based or low resin adhesives that meet the Green Label or Green Label
Plus certification and must adjust maintenance procedures to ensure
durability of resins,as per manufacturer's recommendations. Landlord
must provide and install 4"rubber or wood straight wall base.
2.5.2.2. Resilient Tile Flooring and Cove Rubber Base: In areas indicated
on the Space Allocation and Finish Schedule in § B-2, Landlord must
provide and install 2.5 mm thick commercial-grade linoleum tile
flooring. Landlord must install 4"cove rubber base along all walls.
2.5.3. Wall Finish
2.5.3.1. Paint: Landlord must provide and install one coat of appropriate
primer/sealer and two coats of egg-shell or semi-gloss acrylic-latex
enamel paint; up to four colors, selected by Tenant. All painted and
sealed surfaces must be lightly sanded between coats to give a clean
smooth finish. All paints must be of low-or no-VOC content and meet
current Green Seal or Greenguard standards for interior coatings,
In high traffic areas indicated on the Space Allocation and Finish
Schedule in § B-2, Landlord must provide and install one coat of
appropriate primer/sealer and two coats of high traffic eggshell acrylic
enamel paint such as ScrubTough by Scuffimaster or equal, and a
painted or stained wood chair rail above.
2.5.4. Specialties
2.5.4.1. Signage: Landlord must provide and install a comprehensive room
signage system with Braille and raised room numbers with changeable
laser printer inserts within the Premises, and a permanent signage
system with Braille and raised lettering in all of the common areas of
the Building. The two systems must comply 'with all current,
applicable accessibility requirements. Landlord must provide and
Febnmry 2014 Ten-Year Office tease Page S i
install directories at the main entrance(s)and on each floor occupied by
Tenant to allow visitors to easily find their way to the leased Premises.
In buildings occupied solely by the Commonwealth, Landlord must
provide and install at least one exterior sign stating the following:
Commonwealth of Massachusetts, the User Agency name(s),the street
address,and town.
2.5.4.2. Window Coverings: Landlord must provide and install window
coverings that allow transmission of visible light, such as polyester
screencloth with UV resistance, and that have anti-fungi and anti-
bacterial characteristics. The type and color are to be selected by the
User Agency.
2.6. Plumbing
2.6.1. Plumbing for Reverse Osmosis System: Landlord must provide and install a '/."
cold water feed with back-flow preventer and a floor drain in the H2O Reverse
Osmosis Equipment Room identified on the Space Allocation and Finish
Schedule in § B-2. During construction of the improvements, Landlord must
allow the User Agency's service provider access to the Premises to enable the
installation of flexible lines to the H2O points of use. For small installations,
Landlord may plan for the installation of the filtration system under, or next to,
the sink serving the Staff Support Room described below.
2.6.2. Plumbing for Staff Support Room: Landlord must provide and install an
accessible stainless steel sink with protected waste lines, and 33" x 22" x 6"
minimum overall dimensions in the counter of the Staff Support Room(s)
described in § B-2.9 Assemblies and Architectural Woodwork and indicated on
the Space Allocation and Finish Schedule in§ B-2.
2.7. Heating, Ventilation and Air Conditioning (HVAC): DCAMM encourages the
installation of high efficiency heating and cooling equipment and installation of an
energy management system.
2.7.1. Certification and Balancing: Before the Premises are deemed available for
occupancy,Landlord must furnish the following certifications:
• a registered engineer's certification that the Building HVAC systems as
designed and constructed will satisfy the requirements of the Lease
• a registered engineer's certification that air distribution is properly balanced
in accordance with the design intent as set forth in the RFP specifications and
the relevant drawings,along with a copy of the supporting balancing report
Any deficiencies must be corrected by Landlord at Landlord's sole expense.
2.7.2. Heating and Air Conditioning System: The distribution systems must be
designed to maintain the temperature throughout the Premises within 700 and 740
Fahrenheit in the wintertime and within 720 and 760 Fahrenheit in the
summertime. HVAC sound levels are not to exceed a noise criterion (NC)
number of 35. In the MDF and IDF rooms, the temperature must be maintained
at no more than 700 Fahrenheit 24n.
February 2014 Ten-Year Office Lease Page 52
2.7.3. Ventilation: Office areas, restrooms, conference rooms, staff support areas and
special equipment rooms must be ventilated in compliance with the more
restrictive requirements of the latest versions of the Massachusetts State Building
Code, the Building Officials & Code Administrators International, Inc. (BOCA)
National Mechanical Code or the American Society of Heating, Refrigeration,
and Air Conditioning Engineers (ASHRAE) standards. Ventilation equipment
must be installed and maintained in accordance with the manufacturer's
recommendations.
Landlord must take precautions to prevent foreign matter from getting into
equipment and ductwork during construction. All new ductwork must be cleaned
of foreign matter and flushed out before the system is placed into service, and
Landlord must clean all existing supply air, return air, and exhaust air ductwork
systems identified to remain. Landlord must install temporary filters in all air
handling units and at each return air grill when operating the system during
construction. Landlord must replace these filters as needed during
construction, and must install new filters in all equipment immediately prior to
occupancy by Tenant.
2.7.4. Zone Control and Thermostats: Landlord must provide and install one
thermostat or temperature control per zone. The zones must be delineated based
on the types of space,the types of use, and the activities and Hours of Operation
of the User Agency. Areas of disparate heat gain and heat loss (i.e.areas located
alongside exterior windows or walls vs. areas that are not bound by exterior
windows or walls, conference rooms, training rooms, equipment rooms, etc.)
must be zoned separately.
Premises must be zoned separately from other Building areas and must be
controlled by thermostats that are located solely within the Premises. All
thermostats must be tamperproof.
2.7.5. COi Sensors and Air Exhaust Fans: Landlord must provide and install a COz
sensor and an associated air exhaust fan in each room with an area of 300 square
feet or more under the category Meeting Area in the Space Allocation and Finish
Schedule in§ B-2.
2.7.6. Carbon Monoxide Detectors: Landlord must install, maintain, and
service carbon monoxide detectors throughout the Premises for all buildings that
rely on the combustion of fossil fuel as a source of energy for the HVAC system,
for hot water, or for any other purpose, or for buildings connected to parking
garages or to areas used for the storage of vehicles or equipment that use fossil
fuel. The detectors must be hard-wired units with battery back-up, meet UL
standard 2034, and be installed in accordance with the manufacturer's
recommendations. Landlord must install at least one detector per 3,000 square
feet or portion thereof. The detectors must be installed in open areas with no
barriers to airflow. Landlord must replace batteries in each detector as needed,
but not less than once a year.
2.8. Electrical: Landlord must provide and install an electrical system that is complete,
tested, and ready for operation for both power and lighting distribution. All conduit,
Febmry 2014 Ten-Year Office rmse Page 53
wiring, electrical equipment, and fixtures must be installed and grounded in accordance
with the latest rules and regulations of the National and Massachusetts Electrical and
Building Codes, the requirements of the utility company, and the local electrical
inspection department.
2.8.1. Service: Electrical service must be of sufficient capacity (277/480 volts or
120/208 volts) to provide adequate power for the Building electrical ,equipment
and the power required to operate all equipment of the User Agency described in
§ B. Except for main distribution switchboard in multi-tenant buildings, power
panels must not be shared with other tenants. Landlord must provide and install
panel(s) for lighting branch circuits independent from panel(s) supplying
receptacles and power-operated equipment in all tenant spaces above 6,000
square feet. All power and lighting panels must have bolt-on type circuit
breakers, a door with lock and key, and must include a typewritten directory on
the inside of the door. Landlord must allow 4 watts per square foot for
receptacles and lighting, and provide and install one spare circuit for every five
active circuits,based on the recommendations of the National Electrical Code.
2.8.2. Wiring: All wire must be copper. The size of feeders must be determined by
connected loads and be of adequate size to comply with code-required voltage-
drop limitations. Wiring must be installed in raceways such as EMT or in rigid
steel conduit. Type NM (romex) may not be used where the ceiling is used as a
plenum. BX (metal-clad) cable may be used above hung ceilings and in
partitions. Where building conditions do not permit concealment of wiring,
Landlord must use surface metal raceways, such as Plugmold or Wiremold.
Landlord must make final connections to motors with seal-tite type conduit and
fittings. Independent grounds for computer outlets must be insulated copper
wire;metal raceways must not be used as a ground.
2.8.3. Outlets: Landlord must provide and install 20-amp, 120-volt floor or wall-
mounted duplex outlets with independent ground as follows: two per workstation
and per 75 square feet of open office area;two in each enclosed office or room of
100 square feet or less; and in each enclosed office or room in excess of 100
square feet, one duplex outlet for every additional 100 square feet or fraction
thereof. Plugmold may be installed at transaction counters,one duplex outlet per
position. Power poles(one per 600 square feet)may be used to provide power to
the outlets. Landlord must not connect more than eight standard duplex
receptacles per circuit. Landlord must not connect more than the equivalent of
one circuit for every two modular workstations,if applicable.
In all Staff Support Rooms described in § B-2.9 Assemblies and Architectural
Woodwork and indicated on the Space Allocation and Finish Schedule in § B-2,
Landlord must provide and install two wall-mounted,three-pronged,ground fault
outlets above the counter, and the number of 20-amp, 120-volt outlets necessary
to power the User Agency-supplied refrigerator, microwave oven, H2O point of
use, and/or vending machines within the Staff Support Room All power outlets
in the Staff Support Rooms must each be connected to a separate, dedicated
circuit.
2.8.4. Electrical Connections for User Agency-Provided Systems Furniture
(Workstations) described in the Space Allocation and Finish Schedule
Fehmary 2014 Ten-Year Office Lease Page 54
(SAFS): Landlord must bring power to and connect the User Agency-provided
liquid-tight whips to the User Agency-provided modular furniture system. The
modular furniture system has three common 20-amp circuits, and one dedicated
20-amp computer circuit. Landlord must plan one such power feed for every six
workstations at a ratio of 2 workstations per circuit.
2.8.5. Floor Core with Poke-Thru Device; Floor Core with Poke-Thru Device and
Empty Conduit With Pull String: Landlord must provide and install a floor
core with a poke-thru device that accommodates one voice, one data and one
electrical outlet in every conference room of 200 square feet or more.
In addition, in all moms where a ceiling-mounted projector (by Tenant) and a
floor core with poke-thru device (by Landlord) are noted in the Comments
section of the Space Allocation and Finish Schedule in § B.2, Landlord must
install a 1 IN' empty conduit with pull string from the floor core to the top of the
wall closest to the location of the projector for installation of AN cabling by
Tenant's vendor. The poke-thru device must accommodate one voice, one data,
one electrical, and one AN outlet. In addition, Landlord must provide and install
a universal projector-mounting bracket with appropriate wood-blocking and a
110 duplex receptacle in the ceiling tile.
2.8.6. Lighting and Switches:
All fixtures must be compatible with the ceiling system and must be installed
flush with the normal ceiling surface. Lighting fixtures must be spaced to
maintain a uniform lighting level of 50-foot candles at desk-top height above
desks, in individual offices and modular workstations in the open areas. The
lighting level in circulation areas, storage rooms, and conference rooms may be
lower and follow the guidelines of the Illuminating Engineering Society of North
America(IESNA).
For all new installations,all fixtures must be UL-listed recessed 2'x Tor 2'x 4'
energy-efficient fixtures with Super T-5 fluorescent lamps,energy-saving
electronic ballasts,and directlindirect acrylic lenses.
For existing installations where light fixtures are being re-used or are being
retrofitted for re-use,all fixtures must,at a minimum,be UL-listed 2' x 2' or 2' x
4'energy-efficient fixtures with T-8 fluorescent lamps, energy-saving electronic
ballasts,and 1" silver-finish paracube or parabolic lenses.
Light fixtures in conference rooms measuring 300 square feet or more must be
dimmable
Landlord must provide and install one single pole lighting switch per enclosed
room and per 600 square feet of open floor area. Divisible spaces and areas with
more than one access point must have three-way or four-way switching. All
switches must be located adjacent to the entrance door(s) of each space. All
lighting switches must be equipped with occupancy-sensor devices and must be
linked to an energy-management system (EMS). In all Entry Areas, Landlord
must provide and install locked panels to prevent tampering.
February 2014 Ten-Year Office Lease Page 55
For Traditional Voice&Data Cabling
2.8.7. Voice Cabling: Landlord must provide and install a complete voice cabling
system for the leased space that conforms to the Commonwealth's Information
Technology Division (IM) Cabling Standards and Guidelines, including all
horizontal station cabling, communications outlets, modular connectors,
permanent connectors and vertical distribution systems (or riser backbones) with
copper riser cable for voice, and access conduits, one plenum-rated inner duct
with pull string from the Building Demarc to the Tenant's MDF, and sleeved
cores. A printable version of I TD's Cabling Standards and Guidelines may be
downloaded from <htt ://www,mass.gov/anf/docs/l�td/ IpQ icies-
standards/cablingstandardsandg_u_d_elinespdiy. Landlord must provide and install
adequate wall-mounted plywood backboard,and 110 punch-down blocks or rack-
mounted modular RJ45 patch panels.
Landlord must pre-cable each telephone jack/extension from the modular patch
panel in the Main Distribution Frame(MDF)to the extension location, including
all individual jack locations in the modular systems fiuniture. Pre-cabling must
consist of one plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTP) cable connecting to dual faced modular RJ-11 or RJ-45 jacks, or as
required by the voice-station equipment, at the extension. The exact jack type
must conform to LTD's Cabling Standards and Guidelines.
Station cable to the Intermediate Distribution Frame(s)(lDF) must terminate into
a I10-type punch-down block. Cables must be cut down in numerical order.
Cables must include six feet of extra length, looped in the room to allow for
future adjustment of blocks. All station cabling must conform to ITD's Cabling
Standards and Guidelines,including a physical cable test with signed acceptance.
Landlord must provide and install telephone communications outlets as follows:
two in each conference room, hearing room and any other room/office of 100
square feet or less; three in all rooms/offices greater than I00 square feet or more
in rooms noted in the Space Allocation and Finish Schedule in § B-2; one per
workstation and one per 150 square feet of open office area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified communications
installer certified in the installation of low voltage cabling authorized by the User
Agency to cable for telephone.
Landlord must provide a secure storage area in the Building for telephone
equipment at no cost to the User Agency one month before the initial scheduled
date of occupancy of the proposed space. The User Agency must be permitted
access to the proposed Premises before the date of occupancy without charge to
install the voice/data system and other fixtures as required.
Landlord must allow the telephone service provider access into the Building
before occupancy to enable the installation of trunk lines and interface
equipment. The trunk lines must terminate within the space occupied by the User
Agency,in the MDF.
February 2014 Ten-Year Once base Page 56
2.8.8. Data Cabling: Landlord must provide and install a complete data cabling
system for the leased space that conforms to the Commonwealth's Information
Technology Division (rM) Cabling Standards and Guidelines, including all
horizontal station cabling, communications outlets, modular connectors,
permanent connectors and vertical distribution systems (or riser backbones) with
fiber riser cables for data, and access conduits and sleeved cores. A printable
version of 1TD's Cabling Standards and Guidelines may be downloaded from
<htta://www.mass.ggv/anf/docsfitd/m]icies_
stan rds/cablingstandar-dsandd u�lineS,pdP-- Landlord must provide and
install adequate plywood backboard, and rack-mounted modular RJ-45 patch
panels.
Landlord must pre-cable each data jack/extension from the rack-mounted
modular RJ45 patch panel in the MDF to the jack location, including all
individual jack locations in the modular systems furniture. Pre-cabling must
consist of two plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTP)cables connecting to dual faced modular RJ45 jacks, or as required by the
data equipment, at the extension. The exact jack type must conform to TFD's
Cabling Standards and Guidelines. Installation must not exceed a 100-meter
insertion loss.
Landlord must supply patch panels and equipment cabling as required by the
User Agency during the design phase. All data cabling must conform to ITD's
Cabling Standards and Guidelines, including a physical cable test with signed
acceptance.
Landlord must provide and install data outlets as follows: two in each
conference room, hearing room and any other mom/office of 100 square feet or
less; three in all rooms/offices greater than 100 square feet or more in rooms
noted in the Space Allocation and Finish Schedule in § B-2; and one per
workstation and per 150 square feet of open space area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified data cabling installer
certified in the installation of low voltage cabling authorized by the User Agency
to cable for data.
Landlord must provide and install all telecommunications cabling neatly without
using any electrical conduits,plumbing, heating or air-conditioning structures for
support. Cabling must be routed so that it does not interfere with access to
panels,switches,valves or other maintenance systems. All data cabling must be
at least one foot away from power unless it is run in separate conduit or cable
trays.
All twisted pair cable must be tested by the installer for opens, shorts, crossed
pair,properly terminated connections and the ability to meet Category 6. All test
results must be included in the Cable Documentation.
All cables must be marked clearly and legibly at both ends. All cables must be
labeled with floor, room,and jack number for ease of identification.
February 2014 Ten-Year Office Lease Page 57
Station locations must be marked on connection blocks at all IDF and MDF. The
first pin for each station cable must be identified.
Cable Documentation: The cable installer must provide clean and legible "as-
built" cable drawings and records as part of the system installation. These
drawings must, at a minimum, show the location of the MDF and the location
and type of all IDFs, all distributing cable runs, and all outlets. Cable record
must, at a minimum, include station number, horizontal and riser distribution
cable numbers and all other information necessary to correlate cable runs and
terminating locations. Cable records must also include the cable lengths for all
distribution and outside plant cable(by segment)and the locations of any splices.
Cable test results must be included in the Cable Documentation.
Or
For Voice over IP
2.8.9. Telecommunication Cabling: Landlord must provide and install a complete
vertical and horizontal telecommunication cabling system for the leased space to
accommodate the User Agency's data, voice over internet protocol system
(VoIP), printer, TTY, facsimile, and other telecommunication equipment needs.
The telecommunication cabling must include all horizontal station cabling,
communications outlets, modular connectors, permanent connectors, vertical
distribution systems (or riser backbones) with fiber riser cables, a 25-pair copper
cable for back up, and access conduits, one plenum-rated inner duct with pull
string from the Building Demarc to the Tenant's MDF, and sleeved cores.
Landlord must supply patch panels and equipment cabling as required by the
User Agency during the design phase. All telecommunication cabling must be
consistent with the Commonwealth's Information Technology Division (ITD)
Cabling Standards and Guidelines. A printable version of TI'D's Cabling
Standards and Guidelines may be downloaded from
<http://www.mass.ggv/anf/docs/itdtpglicies-
standards/cablingtandardsandguidelines.pdf>. Landlord must provide and install
adequate plywood backboards, a ceiling-mounted cable tray system, and rack-
mounted modular RJ45 patch panels.
Landlord must pre-cable each jacklextension from the rack-mounted modular RJ-
45 patch panel in the Main Distribution Frame (MDF) to each jack location
including jack locations in the modular systems furniture. Pre-cabling must
consist of two plenum-rated Category 6, 24 AWG, Unshielded Twisted Pair
(UTP)cables connecting to dual faced modular RJ45 jacks,or as required by the
telecommunication equipment, at the extension. The exact jack type must
conform to ITD's Cabling Standards and Guidelines.Installation must not exceed
a 100-meter insertion loss.
Where applicable, station cable to the Intermediate Distribution Frame(s) (IDF)
must terminate into a rack-mounted modular RJ45 patch panel. Cables must be
cut down in numerical order. Cables must include six feet of extra length,looped
in the room to allow for future adjustments.
All cabling must conform to 1TD's Cabling Standards and Guidelines, including
a physical cable test with signed acceptance.
Febnmry 2014 Ten-Ycer office Lcase Page 58
Landlord must provide and install telecommunication outlets as follows: two in
each conference room, hearing room and any other room/office of 100 square
feet or less; three in all rooms/offices greater than 100 square unless otherwise
indicated in the Space Allocation and Finish Schedule in § B-2; and one per
workstation and per 150 square feet of open space area. Locations to be
confirmed by the User Agency during the design phase.
Landlord must provide, at Landlord's expense, a qualified telecommunication
cabling installer certified in the installation of low voltage cabling authorized by
the User Agency.
Landlord must provide and install all telecommunications cabling neatly without
using any electrical conduits,plumbing,heating or air-conditioning structures for
support. Cabling must be routed so that it does not interfere with access to
panels, switches, valves or other maintenance systems. All cabling must be at
least one foot away from power unless it is run in separate conduit or cable trays.
All twisted pair cable must be tested by the installer for opens, shorts, crossed
pair,properly terminated connections and the ability to meet Category 6. All test
results must be included in the Cable Documentation.
All cables must be marked clearly and legibly at both ends. All cables must be
labeled with floor,room,and jack number for ease of identification.
Station locations must be marked on patch panels at all IDF and MDF. The first
pin for each station cable must be identified.
Cable Documentation: The cable installer must provide clean and legible "as-
built"cable drawings and records as part of the installation of the system. These
drawings must, at a minimum, show the location of the MDF and the location
and type of all IDFs, all distribution cable runs, and all outlets. Cable record
must, at a minimum, include station number, horizontal and riser distribution
cable numbers and all other information necessary to correlate cable runs and
terminating locations. Cable records must also include the cable lengths for all
distribution and outside plant cable(by segment)and the locations of any splices.
Cable test results must be included in the Cable Documentation.
2.8.10. Main Distribution Frame(MDF): Landlord must provide and install dedicated
power to the MDF, as well as any electrical adapters or receptacles required to
operate the User Agency's voice, data, and security system equipment in
accordance with the most recent edition of the Electrical Code. The electrical
panels serving the MDF must be located in the MDF. For the purposes of this
RFP, Landlord is to assume a need for [ ] duplex receptacles each on a
dedicated 20-amp circuit and[ ]L6-30R NEMA receptacles each on a dedicated
30-amp circuit mounted to the side of the cable trays.
In addition to general lighting, Landlord must install two emergency power
failure lights,and six convenience outlets.
Landlord must equip the MDF with the following:
Fcbruary=4 Ten-Year Office tease Page 59
• hand-held fire extinguishers at locations and in the amount indicated by
codes
• a protective cage on each sprinkler head
• a smoke-detection system linked to the Building fire alarm system
• a water-detection system linked to the security system monitoring service
• an ambient-temperature and humidity monitoring system linked to the
security-system monitoring service
• a dedicated air-conditioning system designed to maintain the following
environmental conditions 2417 at full load heat dissipation: ambient
temperature of not more than 70 degrees Fahrenheit and relative humidity of
30% to 50%. Landlord's design professionals must survey the User
Agency's equipment to be housed in the MDF and must design an air-
conditioning system sufficient for the equipment,plus a 30%load increase
• approximately 12'-0" x 8%0" of off-set wall-mounted studded 3/4" fire-
retardant treated plywood backboards
• a 12"-wide ceiling-mounted cable-tray system (assume 1.5 times the
perimeter of the room)
• a minimum of [ ] 19" two post server racks for installation of the User
Agency's equipment
• a comprehensive grounding system for all electric circuits,cabinets, devices,
battery racks,and non-current-carrying metallic parts,in compliance with the '
most recent edition of the Electrical Code
The MDF must be kept free of dust during construction, and equipment that
produces radio-frequency interference (RFI) or electromagnetic interference
(EMI)must not be located in the MDF.
The MDF should be centrally located within the User Agency's Premises.During
the design phase,Landlord's design professionals must survey the User Agency's
equipment to be housed in the MDF and must confirm that the proposed lay out
of the User Agency's equipment, including a 30% growth factor, and the
Landlord's air conditioning equipment does not exceed the structural capacity of
the floor in the MDF-
2.8.11. Security Systems
2.8.11.1. Intrusion Alarm: Landlord must provide and install an intrusion
alarm system to serve the Premises. This system must, at a minimum,
include motion detectors and contact alarms for all doors and operable
windows, all of which must be connected to a security monitoring
service staffed 2417 to alert Landlord's property manager and User
Agency. The system must be approved by the User Agency before
Landlord installs the system.
2.8.11.2. Card Access Control System: Landlord must provide and install a
card access control system with proximity readers to serve the
Premises. At a minimum,this system must include: a server and head-
end terminal with the associated.software, memory and capacity
Febmmy 2014 Ten-Year Office Lease Page 60
sufficient to store and retrieve a minimum of a 120-day history; card
readers at every Building entrance to be used by Tenant's staff, every
door serving as entry point to Tenant's premises, every stairwell door
leading to or from the premises,at the MDF and OF rooms, and at up
to [ ] other locations to be confirmed by the User Agency during the
design phase; emergency exit override switches, where required; and
one proximity card per staff plus 10% extra. The system must be
compatible with the Building card readers, if the Building is equipped
with such a system. The system must have the ability for multi-level
access programming and the ability to read 125 megahertz ID cards.
All proximity card readers must be installed in accessible locations and
at accessible heights.
2.9. Assemblies and Architectural Woodwork: All work under this section must comply
with accessibility regulations for counter height, knee space and width. Landlord must
follow AWI custom grade standards for quality of construction and materials; scribe all
work to fit; and provide all hardware(i.e.,hinges,pull catches,standards and brackets)as
required for a complete facility. The finish must consist of either one coat sealer/primer
and two coats semi-gloss enamel, up to three colors selected by the User Agency, or two
coats polyurethane,with or without stain. High-pressure, general purpose-type laminate,
class 1 must be used throughout. Horizontal surfaces must be .028" thick, color to be
selected by the User Agency. All boards having an exposed surface of plastic laminate
must have 8 .050"thick plastic laminate backing type M or type S applied to the opposite
side of the backing material. Landlord must provide and install backsplashes scribed to
fit at all installations. All underlying stock for casework must be water-resistant,particle
board.
2.9.1. Counter and Cabinetry in Staff Support Rooms: Landlord must provide and
install a plastic laminate countertop 24"wide x 8' long with a 4"high continuous
backsplash, and base and overhead cabinets with surface-mounted doors and
accessible hardware in all Staff Support Areas identified on the Space Allocation
and Finish Schedule in§ B-2.
The assemblies must meet all accessibility requirements, and Landlord must
coordinate the design and installation of the counter and cabinetry with the
installation of the sink and electrical outlets respectively described in § B-2.6
Plumbing and in §B-2.8 Electrical.
2.9.2. Chair Rail: Landlord must provide and install a 1" x 4" milled chair rail
finished with either one coat sealer/two coats semi-gloss enamel paint, or two
coats polyurethane, with or without stain, in all conference rooms, hearing
rooms, interview rooms, and waiting areas identified on the Space Allocation
and Finish Schedule in§ B-2., See Technical Exhibit 4.
2.9.3. Raised Access Flooring: Landlord must provide and install a raised access
flooring system for the entire area of the Operations Room. Access floor system
must consist of modular and removable all steel welded panels supported on all
four edges by structural steel members which are designed to bolt onto adjustable
members which are designed to bolt onto adjustable height pedestal assemblies
forming a modular grid pattern. Access floor system must consist of All Steel
1500 panel supported by a bolted stringer understructure system as manufactured
February 2014 Ten-Year Office trace Page 61
by Tate Access Floors, Inc. or approved equal. Provide manufacturer's standard
ramps, railing, guard rails, fascia plates, and perimeter supports. Ramps, rails,
and guard rails must comply with Massachusetts State Building Code,
Massachusetts Architectural Access Board requirements and USAF. Provide six
spare floor panels for each type used and provide two pane4l lift devices. Finish
the surface of floor panels with carpeting.
Febnwry 2014 Ten-Year Office least Page 62
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EXHIBIT C-3
Landlord's Improvements
The Landlord must make the following improvements to the Premises, 1000 Suffield Street,Agawam:
1. Landlord must replace Carpet and Straight Base or Resilient Flooring and Cove Rubber Base in
the Training Room, Staff Support Room, and hallway.
2. Landlord must repair Front Stairs.
3. Landlord must clean HVAC venting system.
4. Landlord must provide and install a dedicated air-conditioning system in the MDF Room designed to
maintain the following environmental conditions 24/7 at full load beat dissipation: ambient temperature of
not more than 70 degrees Fahrenheit and relative humidity of 30% to 50%. Landlord's design
professionals must survey the User Agency's equipment to be housed in the MDF and must design an air-
conditioning system sufficient for the equipment,plus a 30%load increase
5. Landlord must provide Tenant with a registered engineer's written certification certifying that the HVAC
system, as designed and constructed, satisfies the specifications of Exhibit C-2 to the Lease. The
engineer's certification must also certify that the air distribution system serving the Premises is properly
balanced in accordance with the design intent set for in these specifications. A copy of the supporting
balancing report must accompany the engineer's certification,and both must be provided to Tenant within
60 days after Landlord's receipt of a fully-executed counterpart of this Lease. Any deficiencies must be
corrected by Landlord at Landlord's sole cost and expense.
All of the Landlord's Improvements must be In compliance with Exhibit C-2 to the Lease.
February 2014 Ten-Year Office Lease Page 63
Exhibit D:
Project Schedule
Landlord must make the Landlord's Improvements to the Premises described in Exhibit C-3 within 60
days after receipt by Landlord of a fully-executed counterpart of this Lease.
February 2014 Teri-Year Officc Imm Page 64
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Instructions for Completion of Landlord's Beneficial-Interest-Disclosure Statement
The "Office Lease" and the "Parking Lease" of the Commonwealth of Massachusetts each
requires two documents: "Landlord's Beneficial-Interest-Disclosure Statement" and "Certificate
of Tax-and-Employment-Security Compliance." The disclosures and certifications that are
elicited by these documents are required by Massachusetts Iaw. Rent and other payments
required by the lease cannot be made until these forms are properly completed, submitted and
appro ved
Each document must be fully completed and signed by Landlord. An original of each document
must be submitted by Landlord and retained in the project file for the Lease that is maintained by
the Division of Capital Asset Management and Maintenance (DCAM). The Commonwealth
cannot sign the Lease until both documents are in proper form.
To assist you in your preparation of a "Landlord's Beneficial-Interest-Disclosure Statement," we
have prepared these instructions and the attached sample.
Regarding the "Landlord's Beneficial-Interest-Disclosure Statement," questions sometime arise
in connection with items (5) and(6).
Item (5) must Iist all individuals who have a direct or indirect beneficial interest in
Landlord. If Landlord is organized as a trust, a corporation, an LLC, or some other
entity, item (5) must disclose the name and address of all individuals who have an
indirect interest. For example, assume that Landlord is a limited partnership; if the
general partner of Landlord is a corporation, the shareholders of the corporate general
partner must be disclosed; if a shareholder of the corporate general partner is an
entity, such as a partnership, an LLC, or a corporation, then the partners, members, or
shareholders, respectively, of that shareholder also must be disclosed.
• It is helpful to think of the disclosure process as analogous to removing the layers of
an onion,one layer at time,until there are no remaining layers.
• The only statutory exception is for qualified stockholders of public corporations, that
is, the stock of such corporations is listed with the SEC for sale to the general public:
If a stockholder of a public corporation owns less than 10% of the outstanding stock
that is entitled to vote at the annual meeting of the corporation, that,stockholder does
not need to be disclosed. However, any stockholder owning 10% or more of such
outstanding stock must be disclosed.
• Item (6) cannot be left blank and must be completed, even if the correct answer is
"none."
If you have any questions,please contact the DCAM Office of Leasing and State Office Planning
paralegal at 617-727-8000.
July 2011
SAMPLE
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
[Italicized information completed for illustrative purposes only]
Pursuant to G.L.e.7,§40J1,the undersigned John A. Smith_, Manager of
(Name) (Title)
122 Main 1-1-C., certifies the following:
(Full name(s)of Landlord,as Landlord's name(s)appear(s)in this Lease)
(1) D]-ESCRIPTION AND ADDRESS OF LEASED PREMISES:
Approximately 5,000 usable square feet of office space(Suite 100)on the first oor o uilding located
at 122 Main St.,Anytown,MA 02466
(2) TERM OF LEASE: From: Date o Occu anc t v ears m Dat Occupancy
3 LANDLORD'S A ADD R D
122 Mai C.
tNamed
Anyt w M 02 66
(4) m w al h o M s use
(5) s of p o have or will have a direct or indirect beneficial interest in the above
d ord including prospective purchasers (if more space is needed, please attach additional
note: do not write"none."ADDRESS
XYZ limited Partnership 10 Center Ave.,Anytown,MA 02466
This entity is the sole member of Landlord. Disclosure information continued in the attached Supplement.
(6) None of the above mentioned persons is an employee of the Division of Capital Asset Management and
Maintenance ("DCAM") or an official elected to public office in the Commonwealth of Massachusetts,
except as listed below(if none,write"none";do not leave blank).
NAME DCAM OR PUBLIC-OFFICE LE
None
(7) The undersigned further agrees that a new Disclosure Statement shall be made in writing, under penalties of
perjury, during the Term in case of any change of interest in such property, within thirty days of such
change.
Signed under the penalties of perjury on February 14, ,2002
IslJohn A. Smith
Signature of Person whose Name and Title
appear at the top of this page
'Ho agreement to rent...real property to a public agency,and no renewal or extension to such agreement shall be valid and no payment shall be
made to the lessor...of such property,unless a statement,signed under penalties of perjury,has been filed by the lessor...and in the case of a
corporation by a duly authorized officer thereof giving the true names and addresses of all persons who have or will have a direct or indirect
beneficial interest in said property with the commissioner of capital asset management and maintenance.' (G.L c.7,§4W).
1
NOTE: The statute that requires these disclosures is G.L.c.7, § 40J. This sample,on the preceding page and this
page,is based on the following assumptions:
Landlord is a limited liability company. Its sole member is a limited partnership, whose sole general partner
is a corporation and whose limited partners include a trust. This Landlord will need to disclose the name
and address of its sole member (e.g., XYZ Limited Partnership, 10 Center Avenue, Anytown,
Massachusetts). Landlord will also need to disclose the names and addresses of the partners of the XYZ
Limited Partnership, including all general partners and all limited partners. In this example, since the sole
general partner is a corporation,the names and addresses of all stockowners of that corporation must also be
disclosed,and if any stock is owned by non-individuals(e.g.,a trust),the disclosure of that position must, in
turn, be taken to the individual level (i.e., the trustee and the beneficiaries of the trust). If the limited
exception for SEC-listed corporations is applicable,the disclosure should state, for example,that the stock
of X Corporation is listed with the SEC for sale to the general public and no shareholder owns 10%or more
of the outstanding stock entitled to vote at the corporation's annual meeting. Similarly, in this example,
disclosure information for the trust (as limited partner) must also disclose the name and address of each
trustee and each beneficiary.
* * * * * * * * * * * * * * ** * * * * * *
SUPPLEMENT TO
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
OF 122 MAIN L.L.C.
ITEM 5.Continued
The partners of XYZ Limited Partnership are:
General Partner
XYZ,Inc.,is the sole General Partner of XYZ Limited Partnership.XYZ,Inc.,is 100%ow y X,Inc. The stock
of X,Inc., is listed with the SEC for sale to the general public,and no shareholder o 0%ar ore of the
outstanding stock entitled to vote at the annual meeting of X,Inc. The prin ipal offi a ad of XYZ,Inc.,and X,
Inc., is I Beacon Street,Boston,Massachusetts 02108. XYZ,Inc.,has interesi in YZ ited Partnership.
Limited Partners
John A Smith D
12 Easy St.
Belmont,Massachusetts 02
49%interest in XYZ Limi ed P ners ip
Smith Fa ly Trust
Bank Of e p A., s
c/o Jaso Jo st rc r
Bank O ewport, Departure
1 Aquidn enu
Newport od Isl 02 40
49%in eres ' X i ted Partnership
The sole nefic' o the Smith Family Trust is:
Judith Ni
10 Mill Street
Newport,Rhode Island 02840
SAMPLE
CERTIFICATE OF TAX-AND-EMPLOYMENT-SECURITY COMPLIANCE
[Italicized information completed for illustrative purposes only]
Pursuant to G.L.c. 62C,§49A(b)t and G.L.c, 151 A, §19A(b)2,1,John A.Smith
(Name)
Manaxer_ of 122 Maiin_J LC. ,
(Title) (Name of Landlord)
whose principal place of business is located at 10 Center Ave.,_Anytown._MA_02466
doh certify that:
A. The above-named Landlord has complied with all laws of the Commonwealth rela ing to s,reporting of
employees and contractors,and withholding and remitting child supp .
B. The above-named Landlord has complied with- lams of the ontmicnwealth relatin employment-
security contributions and payments in lieu of ntri ut ons�}
Signed under the penalties of perj o Febr)ja4l 2
IS/Jahn A. Smith
Signature of Person whose Name and Title
appear at the top of this page
"No contract or other agreement for the purpose of providing goods,services or real estate to any...agencies(of the Commonwealth)shall be
entered into,renewed or extended with any person unless such person certifies in writing under penalties of perjury,that he has complied with all
laws of the Commonwealth relating to taxes,reporting of erap[oyees and contractors,and withholding and remitting child support."
2 "No contract or other agreement for the purpose of providing...physical space to any agency or instrumentality of the Commonwealth shall
be entered into,renewed or extended with any employer unless such employer certifies in writing under penalties of perjury,that said employer
has complied with all laws of the Commonwealth relating to(employment-security]contributions and payments in lieu of contributions."
LANDLORD'S BENEFICIAL-INTEREST-DISCLOSURE STATEMENT
Pursuant to G.L.c. 7C, §381,the undersigned Richard A.Cohen , Mayor of
(Name) (Title)
_ Town of Agawam _ _ certifies the following:
(Full name(s)of Landlord,as Landlord's name(s)appear(s)in the Lease)
(1) DESCRIPTION&ADDRESS OF LEASED PREMISES:
6,594 usable square feet of office space at 1,000 Suffield Street,Agawam
(2) TERM From:June I,2016 to:May 31,2026
(3) LANDLORD NAME and ADDRESS:
Richard A.Cohen,Mayor,Town of Agawam
36 Main Street
Agawam,Massachusetts 01001
(4) TENANT. Commonwealth of Massachusetts
(5) Name and address of all persons who have or will have a direct or indirect beneficial interest in the above
property of Landlord(including prospective purchasers). Please note: Do not write"none."
NAME ADDRESS
Citizens of the Town of Agawam
(6) None of the above mentioned persons is an employee of the Division of Capital Asset Management and
Maintenance ("DCAMM")or an official elected to public office in the Commonwealth of Massachusetts,
except as listed below. Please note: If none,write"none";do not leave blank.
NAME DCAMM OR PUBLIC-OFFICE TITLE
It is impossible to ascertain whether any of the Citizens of Agawam is an employee of DCAMM or an
official elected to public office in the Commonwealth of Massachusetts
(7) The undersigned further agrees that a new Disclosure Statement must be made in writing, under penalty of
perjury,during the Term in case of any change of interest in such property,within 30 days of such change.
Signed under the penalties of perjury on 20
Signature of Person whose Name and Title appear at
the top of this page
'"No agreement to rent...real property to a public agency,and no renewal or extension to such agreement,shall be valid and no payment shall be
made to the lessor...of such property,unless a statement,signed,under penalties of perjury,has been filed by the lessor,..,and in the case of a
corporation by a duly authorized officer thereof giving the true names and addresses of all persons who have or will have a direct or indirect
beneficial interest in said property with the commissioner of capital asset management and maintenance." (G.L.c.7C,§38).
CERTIFICATE OF TAX-AND-EMPLOYMENT-SECURITY COMPLIANCE
Pursuant to G.L.c.62C,§49A',and G.L.c. 151 A,§ 19A(b)2, Richard A.Cohen ,
(Name)
Mayor _ of Town of Agawam ,
(Title) (Name of Landlord)
whose principal place of business is located at 36 Main StreeL Agawam,Massachusetts 01001 ,
,certifies that:
A. Landlord has complied with all laws of the Commonwealth relating to taxes, reporting of employees and
contractors,and withholding and remitting child support.
B. Landlord has complied with all laws of the Commonwealth relating to employment-security contributions
and payments in lieu of contributions.
Signed under the penalties of perjury on ,20
046001065
Federal Identification Number
Signature of Person whose Name and Title appear at
the top of this page
' "No contract or other agreement for the purposes of providing...real estate space to any...agencies[of the Commonwealth]shall be entered
into,renewed or extended with any person unless the person certifies in writing,under penalties of perjury,that he has complied with all laws of
the commonwealth relating to taxes,reporting of employees and contractors,and withholding and remitting child support..."
2 "No contract or other agreement for the pu
rpose oCproviding..,physical space to any agency or instrumentality of the commonwealth shall be
entered into,renewed or extended with any employer unless such employer certifies in writing,under penalties of perjury,that said employer has
complied with all laws of the commonwealth relating to[employment-security]contributions and payments in lieu of contributions."
Patrick Toney
From: Vince Gioscia
Sent: Tuesday, April 26, 2016 11:58 AM
To: Patrick Toney
Subject: FW: MEMA Lease
Vincent F. Gioscia, Esq.
City Clerk
36 Main Street
Agawam, MA 01001
Telephone: 413-786-0400 ext. 8744
Facsimile: 413-786-9927
E-mail: v_aioscia(c:�.agawam.ma.us
From: Kevin Baldini
Sent: Wednesday, February 03, 2016 3:48 PM
To: Vince Gioscia; Mayor Richard Cohen
Subject: RE: MEMA Lease
Dear Mayor and Vince:
Currently the lease amount for the MEMA space is$79,128 annually, or$12.00/sf for 6,594 square feet of net leasable
area. This has been the lease rate for years six through ten of the lease, with the rate formally$10.00/sf for years one
through five of the lease.
It is my understanding that this is a gross lease, with the town of Agawam paying all expenses, including utilities,
insurance, maintenance and cleaning.
Considering these facts, it would be my recommendation that the new lease rate for the first five years be$14.00 per
square foot,which equates to $92,316 annually, and $16.00 per square foot,or$105,504 annually for the second five
years.
I hope that this information is helpful.
Kevin
Assessor
Town of Agawam,
413-786-0400 x 8704
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