UNIVERSITY OF MASSACHUSETTS BUILDING AUTHORITY

REQUEST FOR PROPOSALS FOR LEASE OF CLASSROOM, ADMINISTRATIVE AND RESEARCH SPACE IN SPRINGFIELD, MA

August 5, 2013

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NOTICE OF REQUEST FOR PROPOSALS The University of Massachusetts Building Authority (UMBA) is requesting sealed bid proposals for the Lease of Classroom, Administrative and Research Space. The space will be used as classrooms, administrative space, research space and associated services for various University of Massachusetts (the University) programs in downtown Springfield, Massachusetts. The space will also include faculty offices, a student lounge/reception area and a small kitchenette. Sealed proposals shall be submitted to the University of Massachusetts Building Authority, in care of Katherine P. Craven, Executive Director, 225 Franklin Street, 1 2 th Floor, Boston, MA 02110, so that they are received by 2:00 p.m. on September 3, 2013. Any bid received after the time and date specified will not be considered. Each Proposal must be enclosed in a sealed envelope clearly endorsed with the name and address of the Respondent, Title and Contract Number. Bid documents will be available on the UMBA website by visiting http://www.umassba.net or by contacting Mary Kaitlin McSally, General Counsel at mkmcsally@umassp.edu. Messenger and other type of pick-up and delivery services are the agent of the Respondent and the UMBA assumes no responsibility for delivery or receipt of the documents. PART I GENERAL INFORMATION The UMBA is an independent body politic and corporate and an authority of the Commonwealth of Massachusetts created by and existing under Chapter 773 of the Acts of 1960, as amended (the Enabling Act). The UMBA is created for the general purposes of aiding and contributing to the performance of the educational and other purposes of the University of Massachusetts (University), by providing residence halls, dining commons and other buildings and structures for the use of the University, its students, staff and their dependents and certain approved organizations. The Authority serves the University of Massachusetts, which is comprised of five campuses at Amherst, Boston, Dartmouth, Lowell, and the Medical School in Worcester. The UMBA consists of eleven (11) members, five of whom are Trustees of the University of Massachusetts and all of whom are appointed by the Governor. In the exercise of its powers and performance of duties under the UMBAs Enabling Act, the UMBA has certain general and specific powers relative to the financing and construction of capital projects and the acquisition and disposition of real and personal property for the benefit of the University. Upon approval by the University Board of Trustees and UMBA Board of Directors as provided in the Enabling Act, such powers include but are not limited to authorization to acquire real and personal property by lease, purchase. All terms, conditions, requirements, and procedures included in this RFP must be met for a Response to be determined responsive. If a Respondent fails to meet any material term, condition, requirement or procedure, its Response may be deemed unresponsive and disqualified. Unless otherwise specified in this RFP all communications, responses, and documentation must be in English, all measurements must be provided in feet, inches, and pounds and all cost proposals or
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figures in U.S. Currency. All Responses must be submitted in accordance with the specific terms of this RFP. No electronic Responses may be submitted in response to this RFP. Respondents are prohibited from communicating directly with any employee of the UMBA except as specified in this RFP, and no other individual. No UMBA employee or representative is authorized to provide any information or respond to any question or inquiry concerning this RFP, except as specified in this RFP. Respondents may contact the UMBA if this RFP is incomplete. All responses and information submitted in response to this RFP are subject to the Massachusetts Public Records Law, M.G.L., Chapter 66, Section 10, and Chapter 4, Section 7, Subsection 26, regarding public access to such documents. Any statements reserving any confidentiality or privacy rights in submitted Responses or otherwise inconsistent with these statutes will be void and disregarded. The UMBA makes no guarantee that any lease award will be made as a result of this RFP. Any lease agreement will be subject to funding availability. The goal of this RFP is to award this contract to the responsible person offering the most suitable space at the lowest cost. All Responses must be presented using the same numbering and ordering sequence used in this RFP or as otherwise specified. Respondents may not alter (manually or electronically) the RFP language or any RFP component files. Modifications to the body this RFP, specifications, terms and conditions, or which change the intent of this RFP are prohibited. Any unauthorized modifications may disqualify a Response. PART II SPECIFICATIONS The UMBA is seeking proposals for approximately 25,000 square feet, with the option to expand by another 25,000 square feet at a later date, of leased space suitable for administrative, classroom, including potential clinical space for a nursing program, research, and related uses. The space shall be ready by January, 2014. The space shall be in downtown Springfield, with onsite parking, and preferably within walking distance of the train and bus stations, and within the area of interest indicated in Appendix A. The space will be used for various University programs and will include classrooms, faculty offices, a multi-purpose area for reception and student lounge, and a small kitchenette. Classes will take place Mondays through Saturdays, between 7:30 am and 10:30 pm. Space must be handicap accessible, conforming to all relevant Federal, State and Local Regulations. The building premises must comply with building codes for life safety including, but not limited to, egress, fire escapes, fire extinguishers, exit diagrams, exit signs, emergency lighting and alarm systems. 2.1 Landlord: Please provide the name of the Building Landlord and clearly identify the controlling entities of the Landlord. 2.2 Tenant: The University of Massachusetts Building Authority (UMBA). 2.3 Building: Please specify the name and address of the Building and provide detailed information about the Building, including age, size, number of floors, other tenants (if any), parking, building systems (including specifics on HVAC systems, controls and capacities), floor plans, amenities, etc.
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2.4 Premises: Space should be approximately 25,000 rentable square feet (rsf) of space and also be able to accommodate another 25,000 rsf at a later date. The preference is for contiguous space on one or more floors, providing the premises is suitable to create an appropriate academic environment. There is also a preference for the opportunity for the space to include street-level access for potential retail presence and branding signage. Proposals should indicate potential for the Landlord to provide space as early as possible in the building (which does not necessarily need to be in the space to be improved), for University marketing purposes. Please confirm that the measurement of the Premises is consistent with Building Owners and Managers Association (BOMA) standards. 2.5 Term: Three (3) years with two 1-year options. Attached is a sample copy of the UMBA Lease; any objection to any clauses must be addressed in the response to this RFP. 2.6 Lease Commencement: The lease shall commence upon Tenants occupancy of the Premises. 2.7 Rent Commencement: Tenant expects Rent will commence at the occupancy for Tenants intended use. 2.8 Base Rental Rate: Please provide the most aggressive base rental rate for the full term. The base rental rate should also cover the 2 renewal terms. Tenant requests that rent will be quoted on a Fully Gross basis without additional charges for annual operating expenses, insurance, and tax escalations. Tenant requests that Landlords proposal include the cost of (i) bi-annual (once every two years) painting of the classroom/common space and (ii) annual carpet shampooing of any student areas and offices. 2.9 Permitted Use: Tenant shall have the right to use and occupy the Premises for classroom, educational and administrative office purposes. 2.10 Zoning: Please confirm that classroom and educational uses are permitted under local zoning and provide any materials that support this conclusion. Tenant will require a zoning representation and warranty in any Lease regarding the Permitted Uses. Landlord shall be required to get all permits required to accommodate this lease for the UMBA at no cost to the UMBA. The Landlord must state the period of time needed to have zoning changed if needed. 2.11 Security Deposit: None. 2.12 Tenant Improvements: Please include the cost of Landlords turnkey construction of Tenants Premises. Such costs should be on a per square foot basis, and include any landlord contribution to the cost of construction. Landlord shall build the Premises to Tenants specifications, which shall be consistent with good quality standards and include classroom spaces for larger and smaller groups, technology infrastructure such as conduit with power and data supporting ceiling mounted projectors, drop down screens and electronic whiteboards in all classrooms, a kitchenette area with sink and space for microwave oven
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and refrigerator, administrative office space as directed by Tenant, a lobby/breakout area to accommodate up to 40 people suitable for reception, student use before or after class and for periodic open houses. Tenant also requests that Landlord provide an allowance to be negotiated per rentable square foot for Tenants furniture, tel/data wiring, IT infrastructure and security system as part of the turnkey solution. Landlord will supply power to the wall and ceilings of each classroom for LCD projectors and podiums. Conduit and power from the wall to the ceiling will also be provided by the Landlord. All tel/data wiring must be terminated in a locked location on patch panels in a rack. This closet will be capable of Comcast or equivalent ISP service and/or phone provider service. It shall have adequate lighting, ventilation, and have a quad electrical outlet. Tenant shall be given access and keys to this space. Each proposed faculty member will be given two (2) terminated network cables appropriate to their desk location. Each classroom will be given four (4) terminated network cables located at the front of the classroom and one (1) wireless access point network cable (location to be approved by Tenant). All terminated network cables will be standard category 6 cabling and each jack and patch panel termination will be labeled with P-touch or equivalent device. Tenant requests that Landlord provide, as part of their response to the bid, their proposal to support IT Related issues (e.g. phone, audio/visual, network and wireless). Landlord, at its expense, shall be responsible for demising the Premises from Landlords other space (i.e. any common stairs, code-compliant entrances/egress/hallways, etc.). Landlord should indicate whether bathroom facilities will be shared with other users in the building or not. 2.13 Architect/Contractor: Tenant shall have the right to approve the architect and general contractor who will ultimately contract directly with Landlord. Landlord shall not receive a construction oversight fee on any initial or future improvements. 2.14 Electrical/Utilities: Please provide information on how Tenant will be billed, if at all, for electricity and other utility charges and which electrical/utility costs are included in Base Rent (e.g. HVAC) versus paid by the Tenant (lights/plugs). In addition, please provide information on electrical capacity. Landlord shall be responsible for any costs to sub-meter or check-meter the Premises. 2.15 Maintenance: Landlord shall be responsible for regular building maintenance services, including trash collection, recycling, pest control, housekeeping, as well as regular maintenance and repair of the building and its systems. Snow removal will also be the responsibility of the Landlord. 2.16 After-hours HVAC: Tenant requires the ability to control its after-hours HVAC for evening and weekend use. Please confirm this is at no additional cost to Tenant and what existing or proposed building system will be utilized to provide such service in all student and faculty areas.
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2.17 Right of First Offer to Lease: Tenant requests an ongoing right of first offer for any space contiguous to the Premises. Tenant requests that any such space be offered on the same terms and conditions as the initial Premises, including rent, term, extension options, condition, etc. There shall be a re-offer provision if Tenant passes on the option and the contiguous space is not leased within 6 months. Additional specifics of these rights shall be negotiated in the lease. 2.18 Roof Rights/Tele-communications: Tenant shall be permitted to install communications equipment on the roof with access from the Premises to the equipment and to tele-communications service in the street via conduits at no additional charge. Tenant shall provide Landlord with the specifications of this equipment. 2.19 Parking: The lease shall provide available parking to Tenant as part of the Premises and shall specify the cost for such spaces. Onsite parking is strongly preferred by Tenant. Responses to the RFP shall also specify any nearby publicly available parking with current fees or rates, quantity, and hours of operations. Tenant is interested in maximizing its access to parking spaces for students, faculty and visitors. Please specify any validation programs that may be available. 2.20 Signage: The University will require significant exterior signage at its entrance and other advantageous locations on the exterior of the building, if available, and interior signage including in the Buildings lobby and on floors where space is leased identifying the Building as part of the Universitys campus. Please indicate what exterior Building signage may also be available. 2.21 Building Condition: Landlord shall warrant to the UMBA that (i) there are no existing or latent construction defects in the Building or Premises, (ii) all equipment, machinery and facilities, including without limitation HVAC, plumbing, and electrical systems used in connection with the operation of the Building and Premises are, and will be as of the Commencement Date, in good working condition, and (iii) the Premises and Building are and shall continue to be in compliance with all applicable laws, ordinances, and regulations. Landlord shall provide Tenant with a certificate of occupancy as a condition to substantial completion of Landlord improvements. 2.22 Separate Entrance and Restrooms: Please identify any possibilities for a separate entrance and restroom facilities that Tenants students, faculty and visitors can use on an exclusive basis, including appropriate signage. 2.23 Security & Life Safety: Please provide a brief description of the building security and life safety systems. 2.24 Access: Tenant shall have 24 hours per day, seven days per week, 52 weeks per year access to its Premises and parking spaces. Tenant and Landlord will work to coordinate an on-site access/security system that integrates with Tenants existing system. Please state the Building hours of operation and holiday schedule and how student and staff access can be facilitated during off-hours. 2.25 Public Transportation:
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Please indicate public transportation available near the Building, walking distances, and routes to the train and bus stations. 2.26 Cafeteria and Other Amenities: Please identify whether Building has an on-site cafeteria and what other amenities are available. Please specify there would be no restrictions for use by Tenants students, faculty and visitors. 2.27 Assignment and Subleasing: Tenant shall be entitled, upon notice, to assign or sublet the Premises or a portion thereof, to any parent, subsidiary, or affiliate of or other entity related to Tenant, provided that such assignment or sublet shall not relieve Tenant of its liability under the Lease. Additionally, Tenant may assign this Lease or any estate or interest therein, or sublet the leased Premises or any part thereof with the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any profits from such subletting shall be retained by Tenant. 2.28 Environmental: Landlord shall represent and warrant to the Tenant that upon its occupancy the Premises will not contain asbestos or any asbestos-containing materials and is in full compliance with all applicable local, state and federal laws, rules and regulations governing hazardous, toxic, dangerous or otherwise regulated substances, wastes or materials. Please provide copies of all environmental studies and reports completed on the Building, Lot or Premises. 2.29 ADA/MAAB Compliance: Landlord shall represent and warrant that upon occupancy by the University, the Building, Lot and Premises will comply with the Americans with Disabilities Act and the regulations promulgated thereunder and with all other applicable laws and rules governing access to and use of facilities by people with disabilities, including the Massachusetts Architectural Access Board regulations. 2.30 Self Help: In the event the Landlord fails to perform any of its services or maintenance within the Premises, Tenant shall have the right to perform such maintenance or service and charge the Landlord. Additionally, Tenant may offset the associated costs against rent if Landlord does not pay Tenants costs for self-help expenditures. 2.31 S.N.D.A.: Tenant will require Subordination, Non-Disturbance and Attornment agreements from the Landlord and any current Lenders and or Land Lessors as a condition of lease signing. In addition, Tenant will require S.N.D.A. agreements from any future Lenders and or Land Lessors in a form satisfactory to Tenant at lease signing. 2.32 Notice of Lease: Tenant will require a Notice of Lease recorded at the time of lease signing. 2.33 Site Visit: UMBA and University staff may conduct site visits promptly for each competitive proposal to verify the information in the proposal and to facilitate detailed evaluation of the proposed site. The proposer or knowledgeable representative of the proposer must be present at the site visit.
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2.34 Evaluation Criteria: Proposals will be evaluated for conformity to the requirements listed above and the following criteria: 1. Location within the area of interest indicated in Appendix A 2. Proximity to the Springfield train and bus stations 3. Ability to meet the programmatic needs of the UMBA 4. Ability to meet the UMBAs schedule, including complete fit-out for occupancy no later than January, 2014 5. Ability to meet the UMBAs programmatic and other goals in a cost-effective manner 6. Ability to provide parking in a dedicated facility or in a public facility nearby 7. Ability to provide safe and secure access to the space from parking, train, and bus 8. Ability to provide high quality space which may include natural light 2.35 Review and Execution of the Lease: Landlord (s) will sign the Lease (s) and submit to the UMBA for full execution. No lease is binding until it has been fully executed by the UMBA. A draft of the lease is attached herein for your thorough review. PART III PROPOSAL TERMS AND CONDITIONS 3.1 RFP Schedule of Dates: Issue RFP: August 5, 2013 Question & Answer Period: August 14, 2013 Proposals due: September 5, 2013 Evaluation & site visits: September, 2013 Expected Award: mid-October, 2013 Ready for Occupancy: January, 2014 3.2 RFP Required Response and Date: Proposals must be submitted by no later than 2:00 p.m. EST September 5, 2013. The clock at the UMBA is the official clock. Please address submissions to: Katherine Craven Executive Director UMBA of Massachusetts Building Authority 225 Franklin Street, 12th Floor Boston, MA 02110 MARK SUBMITTAL: Lease of Classroom Space RFP UMBA-13-CL-Lease 3.3 UMBA Contact: All Questions should be submitted electronically via email no later than 5 p.m. on August 14, 2013 and directed ONLY to: Mary Kaitlin McSally General Counsel mkmcsally@umassp.edu The email subject line must read: UMBA-13-CL-Lease. The response to questions shall be issued by August 21, 2013. The UMBA will not be responsible for computer, server, internet or any technical
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problems, errors, delivery delays, or failures beyond its physical control. Respondents are advised to send their questions prior to the deadline. In the event that the UMBA is closed (in cases of inclement weather or other emergency) at the time that a bid is due, the bid will be opened at the same time on the next day that the UMBA is open. 3.4 Disclaimer: The UMBA reserves the right to reject any and all bids and to adapt the project's specifications based on information received in the course of this negotiation. Information in the proposal deemed proprietary by the vendor should be specifically identified, and will be kept in confidence. The UMBA will not be responsible for any costs incurred by a vendor in the preparation and/or production of a proposal. The UMBA may cancel this proposal at any time under any condition. 3.5 Selection and Notice: 1. Awards shall be let to the proposer who, the UMBA, in its opinion, deems responsive and responsible taking into consideration the reliability of the proposer, the qualities of service and products to be supplied, and their conformity with the requirements and the purposes of which required. While considered, pricing will not be the main factor in selection. 2. The UMBA reserves the right to conduct interviews with finalist firms and to reject any and all proposals, to omit an item or items, or to accept any proposal deemed to be in the best interest of the UMBA. 3. The UMBA will notify the selected proposer of its decision and will be prepared to enter into a standard UMBA contract and/or lease immediately upon selection and notification that the offer to engage is accepted by the vendor. The UMBA may request clarification of any proposal by phone, email, in writing or during an in-person presentation. 4. Should the UMBA determine that none of the proposals meet the unique needs of the UMBA, the UMBA reserves the right to not award. 3.6 Lease Agreement The selected firm will be expected to enter into a standard UMBA Lease Agreement (Attachment A). Any exceptions to the standard form lease should be noted in the proposal. Such an exception may be grounds for rejection of the proposal, at the option of the UMBA. 3.7 Entire Agreement: This proposal represents the entire agreement. Any terms on a contractors invoice are not a part of and are not merged into the agreement, unless mutually agreed upon by the UMBA and the contractor in writing. Any exceptions to the terms and conditions contained within this proposal must be so noted in writing within the contractors response. Any exceptions taken to the terms and conditions within this proposal may result in the classification of contractors response as non-responsive and no consideration for award will be given. 3.8 Payment Terms: At the end of each month, the Contractor shall present the UMBA with an invoice for payment, which shall be paid within 30 days. 3.9 Freedom of Information: All proposals received are subject to Massachusetts General Laws Chapter 4, Section 7, Section 26 and Chapter 66, Section 10 regarding public access to such documents. Statements or endorsements inconsistent with those statues will be disregarded.
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3.10 Certification of Non-Collusion: Pursuant to Massachusetts General Law, Chapter 7, Section 22 (20), the Respondent certifies under penalties of perjury that their bid is in all respects bona fide, fair, and made without collusion or fraud with any person, joint venture, partnership, corporation or other business or legal entity. 3.11 Compliance with Laws and Regulations: In accordance with the terms and conditions of this RFP, the Contractor represents that it is qualified to perform the services set forth herein and has obtained all requisite licenses and permits to perform the services. In addition, the Contractor agrees that the services provided hereunder shall conform to the professional standards of care and practice customarily expected of firms engaged in performing comparable work; that the personnel furnishing said services and products shall be qualified and competent to perform adequately the services assigned to them; and that the recommendations, guidance, and performance of such personnel shall reflect such standards of professional knowledge and judgment. 3.12 Equal Opportunity/Affirmative Action: The UMBA is committed to equal employment opportunity and non-discrimination. The UMBA will take affirmative action to ensure equal employment opportunity and to eliminate discriminatory barriers. 3.13 Amendments: The UMBA reserves the right to amend, alter, or cancel the response at any time prior to the deadline for submissions of responses. If such action is necessary, all potential respondents who have received a copy of the response will be notified of the changes to be made and whether the response opening date will be extended. 3.14 Addenda and Interpretations/Official Correspondence: An addendum is the interpretations of all questions so raised which in its opinion requires interpretation. Oral interpretations given to prospective respondents will have no standing. If questions are received by respondents, an addendum is issued containing the answer to those questions and any required clarification to the specifications. The UMBA reserves the right to provide an answer to a question posted by a Respondent. Addenda will be emailed and or faxed to all respondents who have possession of this RFP. 3.15 Acceptance of Responses: This RFP is not an agreement to enter into a lease. The UMBA is not bound to enter into a lease or contract with any qualified Respondent. Responses will be assessed in light of the qualification review criteria. The UMBA will be under no obligation to send or receive further information, whether written or oral to or from any Respondent. 3.16 Massachusetts Public Records Law: Access to UMBA records is made in accordance with the Massachusetts Public Records Law, M.G.L. c. 66, s. 10. All Responses received are subject to M.G.L. c. 4, s. 7, ss. 26, and M.G.L. c. 66, s.10 regarding public access to such documents. Statements or endorsements inconsistent with those statutes will be disregarded. 3.17 Indemnification and Insurance: As specified in Attachment A Lease Agreement Section 8. 3.18 Terms of Proposal:
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Notwithstanding any provision to the contrary contained herein, this RFP shall not constitute an agreement to negotiate and solely constitutes an outline of certain key terms. Landlord and Tenant each acknowledge and agree that each party is proceeding with negotiations relating to the proposed transaction at its sole cost and expense and that either party may terminate negotiations at any time and for any reason without any liability or obligation whatsoever. The terms stated herein are not complete or final and are subject to change as more is known. 3.19 Proposal Conditions: 1. Proposal must be signed by an official authorized to bind the vendor to its provisions. 2. This RFP document must be returned and signed as required in section 3.14 Proposer Representation. 3. Proposals must remain valid for at least 120 calendar days from the deadline for proposal submission. 4. Late proposals will not be considered. Proposals must be at the UMBA before the date and time specified. Postmarks are not considered in determining late proposals. However, should a late proposal be the only response and if the proposal is also postmarked prior to the date and time of proposal opening, the UMBA may choose to make award to the proposer if it is determined that acceptance of the late proposal is in the best interest of the UMBA and the University. When no proposals are received, in urgent circumstances the UMBA may make an award based upon informed competition and without advertising. 5. Any proposals may be withdrawn or modified prior to the date and time stated in the proposal for the opening of proposals. Such withdrawal or modification may be either in writing and signed by an authorized representative of the proposer, or made in person at the UMBA provided in the latter case that the proposer or his authorized representative shows adequate identification. FAX withdrawals, but not modifications, will also be accepted, provided written confirmation by the proposer is mailed and postmarked on or before the date and time set for proposal opening. 3.20 Proposer Representations: Each proposer by making its proposal represents that: 1. The proposal document and requirements have been read and understood by the proposer. 2. The proposal is based upon the items described in the RFP documents and requirements without exceptions. 3. The proposal has been arrived at independently and is submitted without collusion. 4. The contents of the proposal have not been disclosed by the proposer nor to the best of its knowledge and belief, by any of its employees or agents, to any person not an employee or agent of the proposer, or its surety on any bond furnished herewith, and will not be disclosed to any such person prior to the opening of proposals. 5. No attempt has been made or will be made to induce any other person or firm not to submit a proposal. 3.21 Required Proposal Signature Forms: The following forms must be completed and submitted with your proposal: 1. Proposal Offer 2. Contractor Authorized Signature Verification Form 3. Certification of State Tax Compliance 4. Certificate of Non-Collusion 5. Business Reference Form 6. W-9
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Attachments: Attachment A: UMBA Lease Agreement (Must be signed after Proposal Award to complete the agreement with the UMBA). Appendix A: Area of Interest

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Proposal Offer To the University of Massachusetts Building Authority (UMBA), the undersigned proposes to provide the lease of classroom space to the University in accordance with the terms specified below and the terms of this request: UMBA-13-CL-Lease The undersigned also hereby declares that it is the only person or persons interested in this proposal, that the proposal is made without any connection with other persons making any bid for the same work; that no person or persons directly or indirectly interested in this proposal, or in any contract which may be made under it, is expecting profits to arise therefrom; and without directly or indirectly influencing or attempting to influence any other person bidding for the same work; and that this proposal is made with distinct reference and relation to the specifications prepared for this case and herein mentioned. The undersigned declares that this proposal is based solely on their own investigations and research and not in reliance upon any representations of any employee, officer, or agent of the University of Massachusetts or Commonwealth of Massachusetts. This proposal/response includes addenda numbered:__________________________________ Company/Firm Name of Bidder:__________________________________________________ Name of Signatory (Person signing below): Contact Name (if different than above): Contact Telephone Number: Fax #: Contact Business Address: Contact City and State: Email Address: URL: Authorized Signature: Printed Name and Title: Date of Offer/Response: Duration of Offer/Response (minimum 120 Days):
CONTRACTOR AUTHORIZED SIGNATURE VERIFICATION FORM Individuals: Individuals have two options to verify signature authorization: 1. Official Sample of Signature. Signature verification may be accomplished by submitting a copy of a driver's license, passport, social security card, business ID or other official form or identification containing the authorized signatory's signature, OR 2. Notarization. In the alternative, the Bidder can have their signature notarized in the space below. Corporations. Corporations have two options to verify signature authorization. 1. Authorization and Clerk Certification: The Corporate Clerk may certify in the space below that they have witnessed the authorized signatory's signature (made in the Clerk's presence) AND that the signatory is authorized to execute contracts and other documents and legally bind the corporation.

(NOTE: Clerks may not self-certify if they act as Clerk and as an authorized signatory. Alternative documentation should be submitted); OR 2. Authorization and Official Sample of Signature or Notarization (Complete both "a." and "b." below) a. Authorization. The Bidder may attach a copy of a board of directors vote stating that each signatory is authorized to execute contracts and other documents and legally bind the corporation, AND: b. Official Sample of Signature or Notarization. (Select one option) Official Sample of Signature. Attach a copy of a driver's license, passport, social security card, business ID or other official form or identification containing an example of the authorized signatory's signature, OR Notarization. Have each of the signatory's signature notarized (made in a notary's presence) below. Partnership or Other Entities 1. Authorization. Attach documentation for each signatory of authorization to execute contracts and other documents and legally bind the partnership or other entity, AND 2. Official Sample of Signature or Notarization: (Select one option) a. Official Sample of Signature. Attach a copy of a driver's license, passport, social security card, business ID or other official form or identification containing the authorized signatory's signature; OR b. Notarization. Have their signature notarized in the space below.

[THIS SECTION IS INTENTIONALLY BLANK. NOTARY OR CORPORATE CERTIFICATION FOLLOWS ON NEXT PAGE.]

THIS SECTION IS FOR NOTARIZATION OR CORPORATE CLERK CERTIFICATION PRINT SIGNATORYS FULL LEGAL NAME:

_______________________________________________

SIGNATURE (as it will appear on documents):

_______________________________________________

(NOTARY) I, _______________________________________________as a notary public certify under pains and penalties of perjury that I witnessed the signature of aforementioned signatory on behalf of the Bidder/Contractor, and the individuals identify was verified, on this date _________________________________, 20___. My commission expires on:_________________________. OR (CORPORATE CLERK) I, ______________________________________a corporate clerk of the Bidder/Contractor certify under the pains and penalties of perfjury that I witnessed the signature of the aforementioned signatory and the signatory is authorized to execute contracts and other instruments and legally bind the Bidder/Contractor. This date: __________________________________, 20______.

AFFIX NOTARY SEAL OR CORPORATE SEAL HERE

CERTIFICATE OF COMPUANCE WITH STATE TAX LAW AND UNEMPLOYMENT COMPENSATION CONTRIBUTION REQUIREMENTS

Pursuant to MGL Ch. 62C, Sec. 49A, and MGL Ch. lSlA, Section 19A, I, _, authorized signatory for , whose principal place of business is located at do hereby certify under

penalties of perjury that the above business has filed all state tax returns and paid all taxes as required by law and has complied with all state laws pertaining to contributions to the unemployment compensation fund and to payments in lieu of contributions.

The Business Organization Social Security Number or Federal Identification Number is

Signed under the penalties of perjury this _day of _______ 2013

Signature

Name

Title

CERTIFICATE OF NON COLLUSION

The undersigned certifies under penalties of perjury that this Bid or Proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word person shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity or group of individuals.

Contracting Party / Company Name

Authorized Signature (must be in ink and signed by the person submitting the bid)

Title

Date

CERTIFICATE OF NON COLLUSION Page 1 of 1

Business Reference Form Contractor: 1. Reference Name::

Address:

Contact Person:

Telephone: Description and Dates of Service:

2. Reference Name::
Address:

Contact Person:

Telephone: Description and Dates of Service:

3. Reference Name::
Address:

Contact Person:

Telephone: Description and Dates of Service:

References will be contacted to confirm Bidders abilities, qualifications and performance history. The UMBA may deem the Bidders response unresponsive if a reference is not obtainable.

Attachment A
LEASE AGREEMENT BY AND BETWEEN THE UNIVERSITY OF MASSACHUSETTS BUILDING AUTHORITY AND

_____________________________________

ATTACHMENT A LEASE TABLE OF CONTENTS ARTICLE/SECTION .....TITLE .....................................................................................PAGE 1......................Definitions.................................................................................1 2......................Premises and Improvements .....................................................2 2.1...................The Premises .............................................................................3 2.2...................Tenant Improvements ...............................................................3 2.3...................Construction Allowance............................................................4 2.4...................Working Drawings ....................................................................4 2.5...................Tenants Right to Terminate for Delay In Landlords Delivery of Possession of Premises.....................5 2.6...................Notice of Progress of the Tenant Improvements ......................5 2.7...................Notice of Substantial Completion .............................................6 2.8...................Punch List Items .......................................................................6 2.9...................Tenants Entry Prior to Initial Term .........................................6 2.10.................Tenants Representative ............................................................6 2.11.................Permitted Use............................................................................6 2.12.................Prohibited Uses .........................................................................7 2.13.................Licenses and Permits.................................................................7 2.14.................Signs, Blinds and Drapes ..........................................................7 3......................Term ..........................................................................................8 3.1...................Confirmation of Delivery Date .................................................8 3.2...................Tenants Obligations Subject To Sufficient Funding ...............8 3.3...................Term Extension .........................................................................8
i

ATTACHMENT A

4......................Rent ...........................................................................................9 4.1...................Rental Fee .................................................................................9 4.2...................Late Payments ...........................................................................9 4.3...................Building Services ......................................................................9 5......................Landlords Covenants ...............................................................10 5.1...................Landlord Warrants and Representations ...................................10 5.2...................Delivery of Premises; Compliance with Law ...........................11 5.3...................Quiet Enjoyment .......................................................................11 5.4...................Change or Alteration by Landlord ............................................12 5.5...................Correction of Defective Work; Repair Of Premises and Building .......................................................12 5.6...................Landlords Hazardous Substance Representation.....................13 6......................Tenants Covenants...................................................................15 6.1...................Use of Premises.........................................................................16 6.2...................Care of Premises .......................................................................16 6.3...................Tenants Hazardous Substance Representation ........................16 6.4...................Compliance With Applicable Laws and Removal of Liens......17 6.5...................Assignment and Subletting .......................................................18 6.6...................Alterations and Additions .........................................................17 6.7...................Yield Up at Expiration or Termination of Lease ......................20 7......................Casualty, Eminent Domain .......................................................21 7.1...................Damage by Fire or Other Casualty ...........................................21 7.2...................Eminent Domain .......................................................................22

ii

ATTACHMENT A 8......................Indemnification and Insurance..................................................23 8.1...................Indemnification of Tenant by Landlord ....................................23 8.2...................Insurance Coverage to be Maintained by Landlord ..................24 8.3...................Tenants Self-Insurance ............................................................25 9......................Default.......................................................................................25 9.1...................Event of Default by Tenant .......................................................25 9.2...................Remedies of Landlord ...............................................................26 9.3...................Cure By Landlord .....................................................................27 9.4...................Event of Default by Landlord ...................................................27 9.5...................Remedies by Tenant..................................................................28 9.6...................Cure by Tenant..........................................................................28 9.7...................Remedies Cumulative ...............................................................29 10....................Holding Over ............................................................................29 10.1.................Holding Over By Tenant...........................................................29 11....................Personal Liability ......................................................................29 11.1.................Liability of Tenant ....................................................................29 11.2.................Liability of Landlord .................................................................30 12....................Notice ........................................................................................30 13....................Force Majeure ...........................................................................31 13.1.................Force Majeure Event .................................................................31 14....................Miscellaneous ...........................................................................31 14.1.................Extension...................................................................................31 14.2.................Entire Agreement ......................................................................31

iii

ATTACHMENT A 14.3.................Changes in Lease ......................................................................31 14.4.................Binding Agreement ...................................................................31 14.5.................Governing Law .........................................................................31 14.6.................Waiver.......................................................................................31 14.7.................Rights and Remedies Not Exclusive.........................................32 14.8.................Accord and Satisfaction ............................................................32 14.9.................Debarred or Suspended Contractors .........................................32 14.10...............Time of Essence ........................................................................32 14.11...............Non-Discrimination in Employment.........................................32 14.12...............Severability ...............................................................................33 14.13...............No Agreement Until Signed......................................................33 14.14...............State Employees Barred from Interest ......................................33 14.15...............Paragraph Headings ..................................................................33 14.16...............Counterparts ..............................................................................33 14.17...............Rider, Exhibits and Other Attached Documents .......................33 14.18...............Brokers ......................................................................................33 14.19...............Subordination; Estoppel Certificates ........................................33 EXHIBITS [To be added upon execution of Lease]

A.....................Delivery Date Certificate .......................................................... B .....................Landlords Rules and Regulations ............................................ C .....................Floor Plan of the Premises After Tenant Improvements .......... D.....................Working Drawings ....................................................................

iv

LEASE AGREEMENT day of December by and between with an address of Landlord) and the , with an address of , (Tenant), (collectively, the Parties). Landlord and Tenant hereby agree as follows: 1. Definitions. A. Delivery Date shall mean, subject to the notice required by Landlord pursuant to Section 2.7 herein, the date the Landlord achieves Substantial Completion of the Tenant Improvements; the Premises are deemed by the Landlord to be ready for Tenants Occupancy for all of the Permitted Uses; and a certificate of occupancy from the City of Springfield permitting the Premises to be occupied for Tenants Permitted Uses is obtained by Landlord. Execution Date shall mean the date provided in the first paragraph of this Lease. Emergency Repair shall mean any repair or replacement that is required to remove an imminent threat to the life, health, or safety of persons or property upon the Premises, Building or Land. Force Majeure Event shall mean an excusable event arising without the fault or negligence of either Landlord or Tenant which causes a delay in a required performance date including the Delivery Date including without limitation: strikes, lockouts, acts of nature, shortages of labor or materials, war, acts of terrorism, restrictive governmental laws or regulations, or any other cause of a like nature which is beyond the reasonable control of Landlord or Tenant. Punch list Items shall mean a list of minor or insubstantial items of construction that remain to be completed, such as decoration or mechanical adjustment and that do not impair Tenant's ability to use and occupy the Premises in accordance with the provisions of this Lease. Routine Repairs shall means any repair that is not an Emergency Repair, as defined herein. Substantial Completion of Tenant Improvements shall mean the completion by Landlord of all the work in the Working Drawings that Landlord is required to perform, including complete installation of all structural and mechanical elements, walls, partitions, windows, floor and
1

THIS LEASE made this

B.

C.

D.

E.

F.

G.

ceiling coverings, wiring, fixtures, life-safety systems, decorations, paint, and exterior improvements, with only Punch list 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 cleaned and free of debris and construction materials, and in a usable and tenantable condition. H. Tenant Delay shall mean any delay in the Substantial Completion of the Tenant Improvements that is in whole or in part caused by any of the following acts or omissions of Tenant or its employees, agents or contractors: (a) Tenants request for special work not included in the Working Drawings or otherwise required in this Lease; or (b) Tenants request for a material change, alteration or addition in the Working Drawings or in the Premises; (c) delays caused by the delivery, installation, or completion of work that Tenant or Tenants employees, agents, suppliers or contractors are to perform; or (d) failure by Tenant to perform any of Tenants obligations under this Lease that directly and materially impacts the construction of Tenants Improvements. Tenant Improvements shall mean all alterations, improvements, modifications, construction and other things which are incorporated into the Working Drawings required to be performed by the Landlord in Tenants Premises prior to the Delivery Date. Tenant Improvements shall be performed in accordance with applicable State Building Codes and all local building rules and regulations, regardless of any Tenant Change orders or plan approvals. Usable Area shall mean the square footage determined in accordance with Measuring Usable Area under the Standard Method For Measuring Floor Area In Office Buildings published by Building or Landowners and Managers Association International, publication ANSI/BOMA Z65.11996 (the BOMA Standard). Working Drawings shall mean the detailed plans or drawings of the Tenant Improvements TO BE PREPARED PRIOR TO LEASE EXECUTION that outline and describe the work to be performed by the Landlord in the Tenant Premises.

I.

J.

K.

2.

Premises and Improvements. 2.1 The Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, approximately of usable area, (Usable Area) in the building known as (the Building) located , together with the
2

Tenant Improvements and the right in common with others to use the common areas and common facilities from time to time so designated by Landlord, (the Premises). The Premises are outlined on the floor plan Exhibit C (TO BE PREPARED PRIOR TO LEASE EXECUTION). Landlord excepts and reserves to itself from the demise of the Premises (1) the exterior faces all exterior walls, windows and doors and all windows and doors facing common areas; (2) hallways, stairways, shaft ways, service rooms, and common toilets, serving other parts of the Building; (3) the right to maintain, use, repair, and replace pipes, ducts, wires, meters, and any other equipment, machinery, apparatus, and fixtures located within or without the Premises which service other parts of the Building; (4) the right to make changes, alterations, and additions to the Building, common areas, and common facilities provided the same does not unreasonably or structurally change the interior of the Premises and that reasonable access and service is provided; and (5) the right to enter the Premises at reasonable times and upon reasonable notice for any of the foregoing purposes. 2.2 Tenant Improvements. Landlord shall furnish all labor and materials necessary to construct the Tenant Improvements pursuant to and as described in the Working Drawings, Exhibit D (TO BE PREPARED PRIOR TO LEASE EXECUTION), and any relevant provisions of this Lease. The Tenant Improvements shall be completed in a good and workmanlike manner and comply with all applicable laws, ordinances, rules and regulations. Any Tenant Improvements other than those set forth in the Working Drawings or as otherwise stated in this Lease shall be subject to Landlords prior written approval, which approval shall not be unreasonably withheld. It is agreed by the Parties that the cost and expense for furnishing all labor and materials necessary to construct the Tenant Improvements shall be paid by Tenant, except as otherwise expressly provided herein. At all times during the construction of the Tenant Improvements, Landlord shall cause Landlords contractors and any subcontractors to maintain workers compensation and employers liability insurance covering the persons employed in connection with such Tenant Improvements as required by law, and to secure and maintain (a) commercial general liability insurance, for the mutual benefit of Landlord, Tenant and the Commonwealth of Massachusetts, and if applicable, automobile liability insurance; all said insurance 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 (b) such builders-risk insurance protecting the interests of Landlord and Tenant against damage resulting from such Tenant Improvements in amounts that Landlord reasonably deems necessary. Landlord shall not
3

permit Landlords 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 Tenant. Each insurance policy shall be with a company authorized to do business in Massachusetts, shall name Landlord, Tenant and the Commonwealth of Massachusetts as additional insureds, and shall provide that Tenant be given at least twenty (20) days prior written notice of any alteration or termination of coverage. All such insurance shall be primary insurance to any other valid collectable insurance that Tenant, may have. 2.3 Construction Allowance. Landlord shall provide Tenant with an improvement allowance (the Improvement Allowance) of up to Dollars per square foot of Usable Area to be applied toward Tenants cost of construction of the Tenant Improvements. Working Drawings. The Working Drawings for all the Tenant Improvements, Exhibit D, WILL BE PREPARED PRIOR TO LEASE EXECUTION. Landlord shall not make any change to the Working Drawings (other than inconsequential construction-related field changes) that in any manner reduces the utility or lowers the quality, or adversely affects the appearance of all or any part of the Tenant Improvements, or increases Tenants cost to use and occupy the Premises, or materially interferes with Tenants ability to use and occupy the Premises. Landlord shall submit any such proposed change to the Working Drawings to Tenant for the Tenants written approval, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Lease, if Tenant requests any change to the Working Drawings or to the Tenant Improvements that would cause an increase in Rental Fee (as described below) or otherwise require Tenant to pay any additional sum to Landlord or to Landlords contractors, Landlord shall not make such change, and Tenant has no liability for any cost that Landlord or any other party incurs in connection with such change, unless and until Landlord and Tenant execute a written modification of the Working Drawings and this Lease, specifying such change and the amount of Rental Fee or other payment that Tenant shall make. 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 Tenant Improvements renders Tenant responsible for the design, engineering or construction of the Tenant Improvements or
4

2.4

invests Tenant with any responsibility for defects or other Building conditions. 2.5 Tenants Right to Terminate for Delay In Landlord s Deliver y of Possession of Premises. Subject to a Tenant Delay or a Force Majeure Event, as defined in this Lease, in the event that Substantial Completion of Tenant Improvements in the Premises is not achieved within ten (10) weeks of the commencement of construction of the Tenant Improvements, Tenant shall have the right to terminate this Lease prior to Landlord providing written notice to Tenant that Substantial Completion of Tenant Improvements has been achieved. Said termination by Tenant shall not limit any claim for damages to which Tenant may be lawfully entitled by reason of Landlord's failure to perform Landlords obligations hereunder. If a Force Majeure Event delays Substantial Completion of Tenant Improvements, then upon the written request of Landlord to Tenant, the period of time that Landlord has to achieve Substantial Completion of Tenant Improvements shall be extended by the actual number of days that a Force Majeure Event delays the Substantial Completion of the Tenant Improvements, but in no event shall any such extension of the Substantial Completion of Tenant Improvements for Force Majeure Events exceed One Hundred Fifty (150) days in the aggregate without Tenants written consent, which consent shall not be unreasonably withheld or delayed. If the Substantial Completion of Tenant Improvements is delayed due to a Tenant Delay, then the period of time that Landlord has to achieve Substantial Completion of Tenant Improvements shall be extended by the actual number of days that such Tenant Delay delays the Substantial Completion of Tenant Improvements. Landlord shall provide written notice to Tenant of Tenants Delay that has deferred the Substantial Completion of Tenant Improvements in whole or in part. The Parties agreement to extend the Delivery Date shall be Landlords exclusive remedy for Tenant Delays, notwithstanding any other provision of this Lease. 2.6 Notice of Progress of the Tenant Improvements. Subject to Tenant Delays and Force Majeure Events only, Landlord shall cause the Tenant Improvements to be completed in accordance with a Construction Schedule to be provided by Landlord. Landlord shall keep Tenant apprised of the progress of the work performed by Landlord regarding the Tenant Improvements. If there is any delay in the progress of the work that Landlord anticipates will result in a delay in the Delivery Date,
5

Landlord shall promptly notify Tenant in writing. Said notice shall advise Tenant of all changes or adjustments in the Construction Schedule, the cause of each change or adjustment, and the corrective efforts, if any, that Landlord has made, proposes to make, or both. 2.7 Notice of Substantial Completion. Landlord shall provide Tenant with not less than ten (10) days prior written notice of the date that Landlord achieves Substantial Completion of Tenant Improvements. Punch List Items. Landlord shall promptly complete all Punch list Items by no later than thirty (30) days after the Delivery Date. On or before the Delivery Date, Landlord and Tenant shall conduct a walk-through of the Premises and identify, in writing, all Punch List Items that Landlord shall be required to complete. Tenants Entry Prior to Initial Term. Upon the approval of Landlord, which approval shall not be unreasonably withheld, Tenant shall be provided access to the Premises during construction of the Tenant Improvements without payment of any additional monies, in order to permit Tenant to install its equipment therein when construction of the Tenant Improvements has been sufficiently completed for Tenant to do so, provided the Tenant or its employees or contractors shall not interfere with Landlords work. In order to assist Tenant with Tenants move into and occupancy of the Premises, Landlord shall provide Tenant with all information in its or its contractors possession concerning the Buildings structure, systems, utilities, equipment and services reasonably requested by Tenant. Such information shall be provided within reasonable promptness following Landlords receipt of Tenants written request. Tenants Representative. Tenant designates the titled individuals in the Notice Section of this Lease, Section 12, as the Tenants Representative with full power and authority to make decisions on behalf of Tenant with respect to matters pertaining to the design and construction of the Tenant Improvements. Tenant shall provide Landlord with the Working Drawings for the Tenant Improvements. Tenants Representative or his/her successor shall communicate to Landlord in writing, Tenants decisions relating to the Tenant Improvements and Landlord shall rely only upon written communications received from such individual(s) unless Tenant otherwise notifies Landlord in writing. Permitted Use. Tenant shall use and occupy the Premises for educational purposes including general office and classroom use (the Permitted Use) and shall not use or occupy the Premises for any other purpose or business without the prior written consent of Landlord, which consent shall not be unreasonably withheld.
6

2.8

2.9

2.10

2.11

(a)

Tenant must use the Premises only for the Permitted Uses set forth in above 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 Landlords 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 materially 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 agrees that if Tenant does any of the foregoing, Tenant must promptly pay to Landlord, on demand (upon Landlord providing documents evidencing such increase), any resulting increase as additional rent, or Tenant must cease all activities that cause the increase or the voiding.

(d) Landlord confirms that classroom and educational uses are permitted under local zoning. Landlord warrant and represent that the permitted uses are allowed under the present zoning requirements. Landlord has received all permits required to accommodate the lease. 2.12 Prohibited Uses. Notwithstanding any other provision of this Lease, Tenant shall not knowingly use, or suffer or permit the use or occupancy of, or suffer or permit anything to be done in or anything to be brought into or kept in or about the Premises or the Building or any part thereof (including, without limitation, any materials appliances or equipment used in the construction or other preparation of the Premises and furniture and carpeting): (i) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or otherwise be binding upon the Building or Land; (ii) for any unlawful purposes or in any unlawful manner; (iii) which, in the reasonable judgment of Landlord shall in any way impair, interfere with or otherwise diminish the quality of any of the Building services or the proper and economic heating, ventilating, air conditioning or other servicing of the Building, or occasion or injury or damage to any other tenants or occupants of the Building; or (iv) which is inconsistent with the maintenance of the Building or Land. Tenant shall not install or use any electrical, internal combustion or other equipment of
7

any kind which, in the reasonable judgment of Landlord, might cause any such impairment, interference, or injury. Without limiting the foregoing, no use will be permitted which will create any dangerous, injurious, noxious or otherwise objectionable fire explosive or other hazard; offensive noise or vibration; toxic or corrosive fumes, gas, smoke, odors, obnoxious dust, vapor or other form of air pollution; electrical or other disturbance which may affect or impair the normal use and peaceful enjoyment of any property or structure in the Land. 2.13 Licenses and Permits. If any governmental license or permit shall be required for the proper and lawful conduct of Tenants business, and if the failure to secure such license or permit would in any way affect Landlord, the Premises, the Building or Tenants ability to perform any of its obligations under this Lease, Tenant, at Tenants expense, shall duly procure and thereafter maintain such license and submit the same to Landlord. Tenant, at Tenants expense, shall at all times comply with the terms and conditions of each such license or permit. Tenant shall furnish all data and information to governmental authorities and Landlord as required in accordance with legal, regulatory, licensing or other similar requirements as they relate to Tenants use or occupancy of the Premises or the Building. Signs, Blinds and Drapes. Tenant shall put no signs in any part of the Building, other than standard tenant identification signage on the interior of the Building in a location to be designated by Landlord, which signage shall be subject to Landlords prior written approval, not to be unreasonably withheld. Any signage proposed by Tenant to the exterior of the Building or elsewhere on the Land shall be subject to Landlords prior written approval, which may be withheld in its sole and unfettered discretion, and shall otherwise be subject to the approval of applicable governmental authorities. Subject to the prior written approval of Landlord, no signs or blinds may be put on or in any window or elsewhere if visible from the exterior of the Building, nor may the building standard drapes or blinds be removed by Tenant. Tenant may with prior written approval of Landlord hang its own drapes, provided that they shall not in any way interfere with the building standard drapery or blinds or be visible from the exterior of the Building and that such drapes are so hung and installed that when drawn, the building standard drapery or blinds are automatically also drawn. Any signs or lettering in the public corridors or on the doors shall conform to Landlord's building standard design. Neither Landlord's name, nor the name of the Building or Land shall be used without Landlord's consent in any advertising material (except on business stationery or as an address in advertising matter.

2.14

3.

Term. The term of this Lease shall begin on the Delivery Date and shall continue for two (2) consecutive years, (the Initial Term). Each lease year within the
8

Initial Term shall consist of twelve (12) consecutive months, (the Lease Year). This Lease shall expire at the end of the Initial Term, (the Expiration Date) unless the Tenant in writing to the Landlord exercises its initial option to extend the term of the Lease for an additional one (1) year. 3.1. Confirmation of Delivery Date. Landlord and Tenant hereby agree that within forty-five (45) days following the Delivery Date to execute a declaration substantially in the form attached hereto as Exhibit A to confirm the actual Delivery Date, the Initial Term of the Lease and the number of square feet of Usable Area in the Premise and any options Tenant may have to extend the Initial Term of the Lease. Tenants Obligations Subject To Sufficient Funding. If, at the end of the second Lease Year, Tenants funding is projected to be insufficient for the discharge of Tenants obligations under this Lease, Tenant shall have the right to reduce its Usable Area, without recourse and without incurring any liability, damages, penalties or other charges by Landlord arising from said reduction of Usable Area. Tenant shall notify Landlord ninety (90) days prior to the end of the then current Lease Year of Tenants intention to reduce and vacate a potion of its Usable Area; provided, however, that Tenant in said notice designates the space it proposes to reduce and vacate and Landlord confirms in writing that such proposed space to be reduced and vacated is marketable in Landlords sole discretion. In the event Landlord determines that the space proposed to be reduced and vacated by Tenant is not marketable, Tenant and Landlord shall work in good faith to obtain the necessary reduction in space and pro rata reduction in Tenants Rental Fee. Term Extension. In accordance with the terms of Section 14.1 below, the Tenant shall have the right to extend the Initial Term of this Lease for up to two (2) additional terms of one (1) year each, (the Extension Term) by notifying Landlord in writing at least ninety (90) days prior to the Expiration Date. The Tenant may terminate this Lease at the end of the first 1-year Extension Term by notifying Landlord in writing at least ninety (90) days prior to the expiration of said Extension Term.

3.2.

3.3.

4.

Rent. 4.1. Rental Fee. The obligation of the Tenant to pay rent to Landlord shall begin on the Delivery Date. Tenant agrees to pay rent to the Landlord during the Initial Term of this Lease, commencing on the Delivery Date, without demand (except as may otherwise be expressly provided in this Lease). The annual rent during the Initial Term shall be Dollars per square foot of Usable Area, which, based upon the Usable Area set forth herein, equates to an annual dollar amount of rent of . The rent
9

shall be due and payable in equal monthly installments of , on or before the first day of each month during the Initial Term of this Lease (the Rental Fee). The Rental Fee shall be paid in advance at the address specified for Landlord in Section 12 or such other address as Landlord designates in writing. If the Delivery Date occurs on a day other than the first day of a calendar month, or if the Expiration Date occurs on a day other than the last day of a calendar month, then the Rental Fee for the fractional month will be prorated on a daily basis. The Rent outlined herein is fully gross and shall include cost, charges and expenses associated with the operation and maintenance of the Premises, the Building, the Lot and all common and appurtenant areas and facilities serving the Premises, the Building and the Lot including without limitation, all condominium fees, income and real estate taxes, common area charges, parking, repairs, replacements, maintenance, HVAC system, snow plowing, landscaping, Landlord services and utilities (including water, gas, sewer and electricity, among others), among other items. 4.2. Late Payments. If any installment of the Rental Fee is not paid within ten (10) business days of the due date, then in addition to any other remedy Landlord may have, Landlord, only to the extent allowed by law, shall be entitled to late payment interest on the overdue amount in accordance with and subject to Massachusetts General Laws, chapter 29, Section 29C and any regulations or administrative bulletins thereunder as amended. Building Services. Subject to Tenants obligation to pay the Rental Fee, Landlord shall provide, within its standards on each item, the following services and facilities without any additional cost to Tenant: (a) The Landlord shall provide the following utility services to the Building and Premises: (1) water and sewer services, (2) heating, ventilation and air-conditioning, (3) energy and fuel consumption, (4) all lighting, and (5) electricity for Tenant's office and computer equipment twenty-four hours a day, seven days a week, including holidays. The temperature throughout the Premises shall be maintained at 68 Fahrenheit, twenty-four hours a day, seven days a week, including holidays. Landlord shall be responsible for maintaining the Buildings HVAC equipment and having such equipment serviced on a regular basis, to include the replacement of filters, and the cleaning of diffusers in accordance with manufacturer's recommendations, or more often if local conditions dictate. Landlord shall keep the Premises and Building in good repair and tenantable condition at all times.

4.3.

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(b)

The Landlord shall allow authorized Tenant employees to have access to the Building and Premises twenty-four hours a day, seven days a week, including holidays. Landlord may provide such access through the use of security guards or by means of a master key, electronic card, or similar restrictive entry system. The Building and grounds are to be kept clean and free from litter and the grounds are to receive proper landscaping care. Landlord shall remove snow and ice from all entrances, exits, sidewalks, and parking areas of the Building before normal working hours and thereafter as necessary. Salt and sand are to be used by Landlord as necessary to ensure safety. Landlord will provide routine janitorial services to the Building and Premises including, but not limited to, removing trash, sweeping, dusting, and vacuuming. Non-exclusive use of on-site parking spaces available to Tenant on a first come first serve basis. The number of available parking spaces should be no less than (6) six.

(c)

(d)

5.

Landlords Covenants. 5.1 Landlord Warrants and Representations. Landlord warrants and represents, to the best of its knowledge and belief, as follows: (a) Landlord has record title to the Land 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 Tenant Improvements or the use of the Premises by the Tenant for the Permitted Use. Landlords name appears in this Lease exactly as Landlords name appears on Landlords record title to the Land. Landlord has full legal capacity to enter into this Lease. Landlord is validly organized and existing, and is in good standing in the Commonwealth of Massachusetts, and Landlord is authorized and qualified to do business in the state, commonwealth, province, territory, or jurisdiction in which the Premises are located. 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.

(b)

(c) (d)

(e)

11

(f)

Landlord is not debarred or suspended from contracting with the Commonwealth of Massachusetts under any applicable debarment statute or regulation. 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 Landlords 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 Landlords obligations.

(g)

5.2

Delivery of Premises; Compliance with Law. Landlord warrants and represents that Landlord shall deliver the Premises to Tenant in good, clean, and rentable condition, and otherwise in accordance with the provisions of this Lease, and that the construction of the Tenant Improvements and Building common areas to which Tenant has appurtenant rights, and the use of the Premises by Tenant for the Permitted Uses shall be in full compliance with (i) all requirements of Landlords mortgages and insurance policies, (ii) all laws, ordinances, codes, and regulations (including, without limitation, those pertaining to handicapped accessibility) of governmental authorities with jurisdiction, and (iii) all regulations of the Board of Fire Underwriters or any similar insurancerating body or bodies. If, at any time, any governmental authority with jurisdiction or the Board of Fire Underwriters or any similar -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, shall promptly 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 shall not materially interfere with Tenant's use of the Premises for the Permitted Uses, subject Tenant or Tenants 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. Landlord warrants and covenants that as long as there is no Event of Default (as defined in Section 9) by Tenant under this Lease, Tenant shall 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.
12

At reasonable times and without unreasonably interfering with Tenant's use, occupancy, and enjoyment of the Premises, Landlord and Landlords mortgagee, agents, investors, prospective purchasers and business invitees have the right to enter the Premises to view the Premises. Landlord shall give Tenant a minimum of 48hours prior written notice for such visits (Landlord has the right to give such notice by telecopier (facsimile transmission). Landlord has the right to enter for the purpose of showing the Premises to prospective tenants only during the last six (6) months of the Initial Term or upon an Event of Default by Tenant. Landlord shall notify Tenant in writing (Landlord has the right to give such notice by telecopier (facsimile transmission) at least forty-eight (48) hours before showing the Premises to prospective tenants, or other parties. Landlord at all times shall have access to the Premises to perform necessary repairs and maintenance; provide, however, that Landlord shall make reasonable efforts not to interfere with Tenants use and occupancy of the Premises and except for an Emergency Repair, Landlord shall in good faith endeavor to provide Tenant a minimum of 48-hours written notice prior to such access (Landlord has the right to give such notice by telecopier (facsimile transmission)). 5.4 Change or Alteration by Landlord. Landlord reserves the right, at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability, to Tenant therefor or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (including the Premises) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators, and stairways thereof, as it may deem necessary or desirable, and to change the arrangement and/or location of entrances, exits or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building or Land, provided, however, that there be no unreasonable obstruction of the right of access to, or materially alters the Tenant Improvements, or unreasonable interference with the use and enjoyment of, the Premises by Tenant. Nothing contained in this Section 5.4 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant or complying with any law, order or requirement of any governmental or other authority. Landlord reserves the right to adopt and at any time and from time to time to change the name or address of the Building. Correction of Defective Work; Repair of Premises and Building. During the first Lease Year, Landlord shall promptly remedy, repair, or replace any defective aspects of the Tenant Improvements of which Landlord or Tenant become aware after the Delivery Date.
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5.5

In addition to Landlord's obligation to remedy, repair or replace any defects pertaining to the Tenant Improvements within the first Lease Year, Landlord shall keep and maintain the Premises, including, without limitation, all equipment and fixtures that Landlord furnishes as part of the Tenant Improvements (whether located within or outside of the Premises but excluding Tenants personal property) in such good repair, order, and condition as the same are in at the time of the Delivery Date; reasonable wear and tear, damage that fire or other casualty causes (excluding as provided in Section 7), and damage caused by Tenants or its employees, agents, or contractors negligence or willful misconduct, or Tenants breach of this Lease excepted. Landlords obligations include, but is not limited to 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 shall 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. Landlord shall make Routine Repairs throughout the tenure of this Lease inside and outside the Premises or to any of the Tenant Improvements within a reasonable period of time after Landlord discovers or Tenant notifies Landlord of the condition requiring repair, or within such time period as applicable law, code, or regulation requires. Landlord shall make Emergency Repairs to the Premises, to the Tenant Improvements, or to any other portion of the Building immediately upon notice to Landlord or to Landlords authorized representative of the condition requiring repair. Landlord shall complete all repairs (i) at Landlord's sole cost and expense, except as otherwise provided herein, (ii) in a good and workmanlike manner, (iii) with respect to repairs of the Premises and the Tenant Improvements only, with materials of equal or better quality than the original, and (iv) in compliance with all applicable laws, ordinances, codes, and regulations. 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 shall make all reasonable efforts to minimize interference with Tenants access to and use of the Premises. If any such repairs or maintenance by Landlord (other than repairs resulting from Tenants or its employees agents or contractors negligence or willful misconduct, or Tenants breach of this Lease) causes Tenant to be deprived of the use or quiet enjoyment of all or a material
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portion of the Premises for a period of more than two (2) consecutive business days, the Rental Fee for each succeeding day shall be abated in proportion to the deprivation. 5.6 Landlords Hazardous Substance Representation. 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 (defined below), that is existing, deposited, or discharged on or from, or migrating toward or across the Premises. 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 seq.) (CERCLA), the regulations promulgated under CERCLA, and the Hazardous Materials Transportation Act (49 U.S.C. 1801 et seq.); (ii) 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); (iii) 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 seq.); (iv) 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) designated as a hazardous substance pursuant to 311 of the Clean Water Act (33 U.S.C. 1251 et seq.), or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. 1317); (F) flammable explosive; or (G) radioactive material; and (v) 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, 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. ch.21C, Title 5 of the State Environmental Code, G.L. ch.111, 150A, and any hazardous and inflammable substance regulated under G.L. ch.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 previously modified or supplemented.

15

Landlord agrees that Landlord shall 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, 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 Landlords contractors from using necessary amounts of cleaning fluids, pesticides, gasoline, solvents, or similar supplies necessary to carry out Landlords 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, and other restrictions or requirements of governmental authorities relating to the environment, safety, or any Hazardous Substance. Landlord shall promptly take or cause others to take all actions that are reasonably necessary to assess, remove, and/or remediate each Hazardous Substance that is on, under, or in the Premises or Building (unless generated by Tenant or its employees, agents, contractors or invitees), 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 shall also take all reasonable actions required to prevent such Hazardous Substance from causing injury or damage to Tenant and Tenants employees, agents, contractors, and invitees, or if injury or damage cannot be prevented, to minimize such injury or damage to the greatest extent possible. Landlord shall indemnify, save harmless, and defend, 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 or the Building on the Delivery Date, or (ii) after such date with respect to any Hazardous Substance that Landlord, Landlords employees, agents, independent contractors, or invitees (that include, for the purposes of this Section 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 Landlords obligations in this Section) release(s) or place(s) on or under the Premises or the Building; provided, however that Landlord shall have no obligation hereunder to indemnify, defend or hold harmless Tenant to the extent any such liability, claim, or cost (including reasonable costs of legal counsel and response costs as defined under CERCLA) arises directly from the sole act or failure to act by Tenant or its employees, agents or contractors. Promptly upon discovery Tenant shall
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notify Landlord in writing of any facts or circumstances that give rise to any claim by Tenant. The provisions of this paragraph shall survive the expiration or earlier termination of this Lease. 6. Tenants Covenants . Tenant warrants and represents as follows: 6.1 Use of Premises. Tenant shall use the Premises only for the Permitted Uses set forth in Section 2.11. Tenant shall not cause or permit any act that may constitute a nuisance (in Landlords reasonable judgment) in the Building or on the Land by its employees, agents, or contractors and shall not conduct any activity within the Premises or Building or on the Land that interferes with the rights of other tenants or occupants of the Building. Tenant covenants and agrees that Tenant shall not knowingly do or permit anything to be done in or upon the Premises, Building or Land, or bring anything on the Premises, Building or Land that increases the rate of insurance on the Premises, Building or Land above the standard rate that would be applicable to Premises, Building or Land given the Premises being occupied for the Permitted Use, or that voids or would act to void such insurance. Tenant shall, upon Landlords written request, immediately cease all such activities. 6.2 Care of Premises. Tenant shall not injure, deface, or commit waste in the Premises or any part of the Building or Land. Tenant shall use all systems, fixtures, and equipment that Landlord installs only for their respective intended purposes and in a commercially reasonable manner and Tenant shall not knowingly overload or overburden the electrical, mechanical, and structural systems of the Building and the Premises. Tenant shall notify Landlord promptly of any damage to the Premises, malfunction of a system or fixture, or any other condition that requires repair by Landlord hereunder. Tenants Hazardous Substance Representation. Tenant agrees that Tenant shall not cause or permit any Hazardous Substance to be used, generated, stored, or disposed of on, under, or about the Premises, Building or Land, or to be transported to, from, or across the Premises, Building or Land.

6.3

17

Notwithstanding the foregoing, Tenant shall have the right to use minimal quantities of cleaning fluid and office or household supplies that may constitute a Hazardous Substance but are customarily present in and about

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premises used for the Permitted Uses, provided that Tenants 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. If Tenant or Tenants employees, agents, or contractors cause the release or threatened release of any Hazardous Substance, not including the minimal quantities of cleaning fluid and office or household supplies described above, on, in or under the Premises, Building or Land, Tenant shall promptly notify Landlord and, at Tenants sole cost and expense and without cost to Landlord, take such action, or cause others to take such action, as is necessary to assess, remediate, remove and dispose of any Hazardous Substance, as and to the fullest 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. Tenant shall also be responsible for the payment of Landlords environmental consultant who shall monitor Tenants actions with respect to the assessment, remediation, removal and disposal of such Hazardous Substance. 6.4 Compliance With Applicable Laws and Removal of Liens. Tenant shall comply with all laws, orders, and regulations of federal, state, county, and city authorities, and with Landlord's rules and regulations attached hereto and incorporated herein as Exhibit B and that Landlord may establish from time to time, provided that they do not conflict with the rights of Tenant under this Lease, and further provided that they are delivered to Tenant in the manner required in Section 12 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 shall not subject Landlord to criminal penalties or civil sanctions, loss of property, liens against the Premises, Building or Land, or expose Landlord to any potential civil liability. Tenant shall not cause or allow any liens of any kind to be filed against the Premises, Building or Land. If any liens are filed, within ten (10) business days after becoming aware of, or receiving written notice of, such filing, Tenant, at Tenants sole cost and expense, shall take whatever action is necessary to cause such lien to be discharged of record by payment or bond, without cost to Landlord. If Tenant shall fail to cause such lien to be discharged of record within such ten business day period, Landlord may cause such lien to be discharged by payment,
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bond or otherwise, without investigation as to the validity thereof or as to any offsets or defenses thereto, and Tenant shall, upon demand as additional rent, reimburse Landlord for all amounts paid and costs incurred including reasonable attorneys fees, in having such lien discharged of record. 6.5 Assignment and Subletting. Tenant shall have the right to sublet all or any part of the Premises or assign this Lease only with the prior written consent of Landlord, which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to sublet all or any part of the Premises or assign this Lease while Tenant is in default of any provision in the Lease. In the event of a subletting of all or any part of the Premises, as provided herein, Tenant shall not be released from its obligations hereunder and shall remain primarily obligated to Landlord under this Lease. There will be no profit sharing in connection with subletting. 6.6 Alterations and Additions. Tenant, at its expense, has the right to make non-structural alterations or additions to the Premises (Tenant Alterations), provided that Tenant shall first obtain Landlord's prior written consent, which Landlord shall not unreasonably withhold, condition, or delay. Without limiting the foregoing, Landlord has the right to withhold Landlords 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. As a condition to giving Landlords consent to any 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 shall designate all such items to be removed at the time Landlord gives Landlords consent. Tenant shall have the right to make non-structural alterations of up to $50,000 without Landlord approval. Tenant requirement to remove Alteration should exclude (i) initial alterations in connection with the Working Plans and (ii) subsequent alterations if they are consistent with the market and dont require extraordinary expense to remove. As a further condition for Landlords consent, Landlord has the right to require that, before the commencement of the work, Tenant submit to
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Landlord, for Landlords any relevant approval, plans, and specifications that reasonably fix and describe all of the proposed Tenant Alterations. Landlord agrees to review Tenant's plans and specifications, and to advise Tenant, in writing, of approval or disapproval within ten (10) business days after receipt by Landlord. If Landlord disapproves, Landlord shall advise Tenant of Landlords specific reasons for disapproval. If Landlord fails to notify Tenant of disapproval within said ten (10) business days or fails to advise Tenant of Landlords specific objections, Tenant's plans and specifications shall be deemed approved. Tenant shall (i) do all such Tenant Alterations at reasonable times and in such manner so as not to 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 Landlords 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. Landlords approval of any plans and specifications, or changes in plans and specifications, whether expressly given or resulting from Landlords inaction, shall never be construed as a waiver of any of the requirements of this paragraph nor of Landlords right to approve any future proposed Tenant Alterations. At all times during the construction of any Tenant Alterations, Tenant shall cause Tenants contractors and any subcontractors to maintain workers compensation and employers liability insurance covering the persons employed in connection with such Tenant Alterations as required by law, and to secure and maintain (a) commercial general liability insurance, for the mutual benefit of Landlord and Tenant, and if applicable, automobile liability insurance; all said insurance 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 (b) 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 shall not permit Tenants contractors or any subcontractor to commence any work until all required insurance coverage has been obtained, and certificates evidencing such coverage have been
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delivered to and approved by Landlord. Each insurance policy shall be with a company authorized to do business in Massachusetts, shall name Landlord and the holder of any mortgage affecting the Premises as an additional insured, and shall provide that Landlord be given at least twenty (20) days prior written notice of any alteration or termination of coverage. All such insurance shall be primary insurance to any other valid collectable insurance that Landlord, Landlords building managing agent or the holder of any mortgage affecting the Premises may have. Landlord has the right to inspect the work as the work progresses and to require Tenant to remove any Tenant Alterations, at Tenants expense, that do not conform to the approved plans and specifications. Tenant covenants to timely pay all contractors and suppliers as required under its contracts with said contractors and suppliers and shall not permit any mechanic's liens or similar liens to filed against the Premises, Building or Land for labor and materials furnished to Tenant, and Tenant shall, at its sole cost and expense and without cost to Landlord, within ten (10) days after becoming aware of, or receiving written notice of, such filing, cause any such lien to be discharged of record by payment or bond. If Tenant shall fail to cause such lien to be discharged of record within such ten-day period, Landlord may cause such lien to be discharged by payment, bond or otherwise, without investigation as to the validity thereof or as to any offsets or defenses thereto, and Tenant shall, upon demand as additional rent, reimburse Landlord for all amounts paid and costs incurred including reasonable attorneys fees, in having such lien discharged of record. All Tenant Alterations shall remain the exclusive property of Tenant until Tenant vacates the Premises. At any time prior to the expiration or earlier termination of this Lease, at Tenants sole 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; provided, however, that Tenant may not allow any Tenant Alterations to remain on the Premises after Tenant vacates the Premises that Landlord designated that Tenant must remove at the time Landlord approved said Tenant Alterations. If any Tenant Alterations are left remaining and Landlord removes and disposes of any such remaining Tenant Alterations, Tenant agrees to pay upon written demand the reasonable costs of said removal and disposal, less any salvage value that Landlord actually recovers, if any. 6.7 Yield Up at Expiration or Termination of Lease. At the expiration or other termination of this Lease, Tenant shall remove all of Tenant's personal property from the Premises. Tenant shall
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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 shall become the property of Landlord; provided, however, if Landlord removes and disposes of any such remaining personal property, Tenant agrees to pay Landlord, upon demand, the reasonable costs of removal and disposal (including, without limitation any temporary storage fees), less any salvage value that Landlord actually recovers, if any; and to the fullest extent permitted by law Tenant shall indemnify, defend and hold harmless Landlord, its officers, partners, members, employees agents and contractors against any claims, damages or losses made against Landlord or upon the Building or Land, with respect to such personal property, including, without limitation, any claim for conversion. 7. Casualty, Eminent Domain. 7.1 Damage by Fire or Other Casualty. If fire or other casualty damages the Premises or any other portion of the Building to which Tenant has appurtenant rights (and that is necessary for reasonable access to or egress from the Premises, or for Tenants use and enjoyment of the Premises, as this Lease contemplates), then, subject to the next paragraph and to the provision of any mortgage affecting the Premises, Landlord shall proceed with diligence to establish and collect all valid claims that arise against insurers, based upon any such damage and, subject to the then applicable building codes, zoning ordinances and other legal requirements, Landlord shall proceed with diligence to repair such damage or destruction and to restore the Premises and Building as nearly as practicable to their condition before such casualty, at Landlords sole expense to the extent the insurance proceeds from Landlords casualty insurance required under this Lease are received by Landlord or made available to Landlord by any mortgagee of the Building. Notwithstanding the foregoing, Landlord has no duty to repair any damage to any Tenant Alterations or Tenant Improvements except to the extent the damage was caused by Landlords breach of this Lease, or the negligence or willful misconduct of Landlord. Notwithstanding the preceding paragraph, if either Landlord or Tenant determines, in Landlords or Tenants reasonable business judgment, that Landlord cannot be reasonably expected to repair the damage to the Premises or to the Building within one hundred fifty (150) days from the date of the fire or other casualty, due to the character of such damage, 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
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Tenant of Landlords intention to repair the damage to the Premises or Building, as provided in this Lease, fails to complete such repairs within one hundred fifty (150) days after a fire or other casualty. 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 thirty (30) days after the occurrence of a fire or other casualty, Landlord shall notify Tenant of Landlords election to terminate this Lease in accordance with the preceding paragraph. Tenant shall notify Landlord of Tenants election to terminate this Lease in accordance with the preceding paragraph (i) within thirty (30) days after the occurrence of a fire or casualty or (ii) within thirty (30) days after the expiration of the 150-days period given to Landlord to repair the Premises if this Lease is not terminated and Landlord fails to complete such repair within said 150days period. Any such termination of this Lease by Landlord or Tenant is effective no earlier than thirty (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 Lease. If any damage to the Premises or the Building or if Landlords repair of either or both (i) renders any part of the Premises unfit for Tenants use and occupancy or otherwise materially interferes with Tenants use and occupancy of the Premises, or (ii) causes a material cessation or reduction in Landlords services under this Lease (even if Tenant continues to use and occupy the Premises), the Rental Fee or a just portion of the Rental Fee shall be abated until the Premises, such services, or both have been restored as required under this Lease. 7.2 Eminent Domain. 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 Landlords election, which Landlord has the right to make notwithstanding the divestiture of Landlords entire interest in the Building. Tenant has the right to terminate this Lease if the Taking would materially interfere with Tenants use and 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 Tenants 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 Tenants 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.

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The foregoing rights of Landlord and Tenant to terminate this Lease if there is a Taking are subject to the following notice provisions: Within thirty (30) days after a Taking of all or a substantial part of the Premises or the Building, Landlord shall notify Tenant of Landlords election to terminate the Lease in accordance with the preceding paragraph. Tenant shall notify Landlord of Tenants election to terminate the Lease within thirty (30) days after the Taking, or within thirty (30) days after the expiration of the 150-days 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-days period. Any such termination of the Lease by Landlord or Tenant is effective no earlier than thirty (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 Section. 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 shall 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, and subject to the provisions of any mortgages affecting the Premises, Landlord shall proceed with diligence to restore the Premises and the Building, or their remains, as nearly as practicable to their condition before such Taking, at Landlords sole expense, subject, however, to the extent of the proceeds from the Taking. If any Taking of the Premises or the Building or if Landlords restoration of either or both (i) reduces the Usable Area of the Premises, (ii) renders any part of the Premises unfit for Tenants use and occupancy, or otherwise materially interferes with Tenants use and occupancy of the Premises, or (iii) causes a material cessation or reduction in Landlords services under this Lease (even if Tenant continues to use and occupy the Premises), and such condition is not cured my Landlord within five (5) days following Tenants written notice to Landlord, then the Rental Fee or a just portion of the Rental Fee shall 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 Tenants use and occupancy of the Premises, or materially diminishes Landlords services on a permanent basis, a just portion of the Rental Fee shall be abated for the remainder of the Initial Term. 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
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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.

8.

Indemnification and Insurance. 8.1 Indemnification of Tenant by Landlord. Landlord shall indemnify, hold harmless, and defend Tenant, its employees, servants, agents and trustees from any and all liability, claim, loss, damage 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 Land provided that any such liability, claim, damage, loss or cost is attributable to breach of this Lease, bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including loss of use resulting therefrom; but only to the extent caused by the negligent acts or omissions or willful misconduct of Landlord, its employees, servants, agents, or contractors. 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 counsel that Tenant employs. This Section 8.1 shall survive the Expiration Date of this Lease including the expiration of all Extension Term. Insurance Coverage to be Maintained by Landlord. Upon the date provided in the first paragraph of this Lease, and at all times after the Delivery Date and during the tenure of this Lease, Landlord, at Landlords sole cost and expense, shall keep in force a commercial general liability insurance policy insuring Landlord against personal injury or damage to property that are claimed to have occurred upon or about the Premises, Building, or Land. This policy shall be written on an occurrence basis to provide protection in an amount not less than (Two Million Dollars and No Cents), $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 Landlords performance of the indemnity agreement set forth in Section 8.1. This policy must also name Tenant and the Commonwealth of Massachusetts as additional insureds. Landlord also shall maintain casualty insurance for the Building 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
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8.2

removal, and demolition), in an amount equal to 100% of the replacement cost of the Building. Notwithstanding anything to the contrary contained herein, the Landlord shall have no obligation hereunder to insure Tenants furniture, removable fixtures, equipment or personal property; Tenant shall be solely responsible to provide such coverage. Landlord shall take out each insurance policy with insurers qualified to do business in the Commonwealth, and each such insurance policy with such deductibles as are reasonable and customary or that are allowed by Landlords first mortgagee. On or before the execution of this Lease, Landlord shall provide Tenant with a certificate of insurance, in a form reasonably satisfactory to Tenant, for each required policy of insurance, and shall provide Tenant with a certificate evidencing renewal of each such policy at least thirty (30) days before the policys expiration. The certificates shall contain an unequivocal provision that the Tenant shall be given thirty (30) days prior written notice of cancellation, material change, or non-renewal of the coverage. 8.3 Tenant's Self-Insurance. Landlord and Tenant acknowledge and agree that Tenant shall be self-insured during the Initial Term and any extension thereof 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 Section 11 hereof, the provisions of G. L. ch.258, and any successor statute govern Tenant's liability for injuries to persons or property. Notwithstanding any provision to the contrary, in no event, shall Tenants liability for injuries to persons or property under this Lease extend beyond the Tenants legal liability limit.

9.

Default. 9.1 Event of Default by Tenant.

Each of the following is an Event of Default by Tenant: (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 the Rental Fee or any other payment or reimbursement due hereunder, and such failure continues for a period of ten (10) days after receipt of written notice to Tenant from Landlord; or
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(b)

Tenant fails to comply with any other obligation or covenant of Tenant under this Lease, and fails to cure such failure within thirty (30) days after receiving written notice from Landlord specifying such failure, or for those failures that cannot be cured within such thirty-day period, if Tenant fails to commence such cure within such thirty-days period or thereafter fails to diligently pursue such cure to completion or such completion is not achieved within sixty (60) days after Tenants receipt of such written notice; or Any warranty, representation, or statement that Tenant makes in this Lease is incorrect or misleading in any material respect on the date made; or Tenant shall desert or abandon the Premises; or The making by Tenant of any assignment for the benefit of creditors; the adjudication that Tenant is bankrupt, insolvent, or unable to pay its debts; the filing by or against Tenant or a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days after the filing thereof); the appointment of a trustee or receiver to take possession of substantially all of Tenants assets located in the Premises or of Tenants interest in this Lease (unless possession is restored to Tenant within thirty (30) days after such appointment; or the attachment, execution or levy against, or other judicial seizure of substantially all of Tenants assets located in the Premises or of Tenants interest in this Lease (unless the same is discharged within thirty (30) days after issuance thereof); or Any event shall occur or any contingency shall arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted under Section 6.5 hereof. Remedies of Landlord. Upon the occurrence of an Event of Default by Tenant, and the expiration of Tenants right to cure, if any, Landlord shall then have the right to terminate this Lease upon written notice to Tenant. Upon the receipt by Tenant of Landlords notice of such termination, the then unexpired term of this Lease hereof shall cease and expire and become absolutely void on the date specified in such notice, to be not less than five (5) days after the date of such notice, without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken; and thereupon and at the expiration of the time limit in such notice, this Lease and the Term hereof granted, as well as the right, title and interest of the Tenant hereunder, shall wholly cease and expire and become void in the same manner and with the same force and effect (except as to Tenants liability) as of the date fixed in such notice were the
28

(c)

(d) (e)

(f)

9.2

date herein granted for expiration of the term of this Lease. Thereupon, Tenant shall immediately quit and surrender the Premises to Landlord as provided in Section 6.7, and Landlord may enter into and repossess the Premises by summary proceedings, and remove all occupants thereof and, at Landlords option, any property thereon without being liable to indictment, prosecution or damages therefore. Subject to Section 11.1 hereof, upon termination by Landlord of this Lease as a result of Tenants Default as provided in Section 9 except Section 9.1(a), Tenant shall continue to remain liable for damages arising out of such Event of Default, as provided in this Lease, and Landlord may seek to enforce any rights and remedies it may have against Tenant at law or in equity. Upon termination of this Lease by Landlord for Tenants nonpayment of the Rental Fee, pursuant to Section 9.1(a) above, Landlords sole remedy shall be payment by Tenant of the Rental Fee remaining up to and including the last day of the then current Lease Year. Cure By Landlord. If Tenant fails to perform any of Tenants obligations, agreements, or covenants under this Lease, and if Tenant does not cure such failure within any applicable notice or cure period, Landlord, at Landlords sole discretion, 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 written notice to Tenant, has the right to cure any such failure before the expiration of any applicable cure period described above if the curing of such breach before the expiration of the said cure 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 material expenditure or incurs any material obligation for the payment of money in order to cure Tenants 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 shall deliver to Tenant an itemized statement of all costs that Landlord incurs to cure Tenants failure to perform, together with copies of all bills, invoices, receipts, and other documents reasonably evidencing such costs. Tenant shall pay any additional rent within fifteen (15) business days following receipt of Landlords written demand therefor. 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
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9.3

9.4

failures that cannot be cured within such 30-days period, if Landlord fails to commence such cure within said 30-days 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. Landlord fails to maintain insurance coverage of the type and with the limits provided in Section 8 herein. Remedies of Tenant. Upon the occurrence of an Event of Default by Landlord, Tenant has the remedies described in Sections 9.5, 9.6, and 9.7 if applicable, given the nature of the Event of Default, and Tenant has any other remedies 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, and Landlord fails to fully cure or eliminate the cause(s) of such Event of Default within thirty (30) days following written notice from Tenant stating that such an Event of Default has occurred (or for those failures that cannot be cured within such 30-days period, if Landlord fails to commence such cure within said 30-days period and thereafter to diligently pursue such cure to completion), then Tenant also has the right to terminate this Lease by giving Landlord a written notice of termination that Tenant shall give at least ten (10) days before the termination date stated in such notice of termination. Upon the termination date, this Lease comes to an end, provided, however, that, subject to Section 11.2 hereof, Landlord shall continue to remain liable for any breach of Landlords obligations under this Lease occurring before the date of termination, and Tenant shall comply with the provision set forth in Section 6.7. Cure by Tenant. If Landlord fails to perform any material 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 materially 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-days period, if Landlord fails to commence such cure within said 30-days period and thereafter fails to diligently pursue such cure to completion), Tenant, at Tenants 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 cure period described above (but after notice to Landlord, including telephonic notice) if the curing of such failure before the expiration of the cure period is reasonably necessary to prevent injury to persons or property. If Tenant
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( c)

9.5

9.6

makes any expenditure or incurs any obligation for the payment of money in order to cure Landlords 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 within fifteen (15) business days following Landlords receipt of 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. 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 the Rental Fee 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.

Holding Over. 10.1 Holding Over By Tenant.

If Tenant or anyone claiming under Tenant pursuant to Section 6.5 herein, remains in possession of the Premises or of any part of the Premises after the expiration of the Initial Term or prior termination of this Lease without any agreement in writing between Landlord and Tenant with respect to such possession, then prior to Landlords acceptance of payment of rent or use and occupancy, the person remaining in possession is deemed a tenant-at-sufferance. Whereas the parties hereby acknowledge that Landlord may need the Premises after the expiration or prior termination of this Lease for other tenants and that the damages which Landlord may suffer as the result of Tenants holding-over cannot be determined as of the Delivery Date hereof, in the event that Tenant so holds over, Tenant shall pay to Landlord in addition to all rental and other charges due and accrued under the Lease prior to the date of termination, (a) one hundred fifty (150%) percent of the Rental Fee and (b) one hundred (100%) percent of other charges, calculated (on a daily basis) at the highest rate payable under the terms of this Lease, but measured from the day on which Tenants hold-over commenced and terminating on the day on which Tenant vacates the Premises Nothing in this Section 10.1 is to be construed to give Tenant a right to remain in possession of the Premises after the Expiration Date or any such earlier termination of this Lease. 11. Personal Liability.

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11.1

Liability of Tenant. No Trustee, official or employee of the Tenant or the Commonwealth of Massachusetts shall ever be 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 Tenants 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. Liability of Landlord. No trustee, beneficiary, partner, member, director, officer, shareholder, affiliate, or employee of Landlord shall ever be 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 Landlords 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 shall look solely to Landlords 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, and any insurance proceeds that may be payable to Landlord with respect to the Premises, the Building, and said land, for the satisfaction of any claim or judgment against Landlord under this Lease.

11.2

12.

Notice. (a) Unless otherwise expressly permitted under this Lease, all notices or other communication required or permitted to be given under this Lease shall be in writing, signed by a duly authorized representative of the party giving notice and given by (i) hand delivery, (ii) a nationally recognized overnight-delivery service (e.g. Federal Express, UPS), or (iii) mailed by United States certified mail, postage prepaid, return receipt requested. Unless otherwise expressly stated in this Lease, notices shall be addressed and sent as provided: To Landlord: To Tenant: (c) Under this Section, Landlord and Tenant, at any time and from time-totime, have the right to designate a different address or different addresses to which notices shall be sent.

(b)

32

(d)

Notices sent pursuant to the Section are deemed received, for all purposes, (i) if delivered by hand, on the date so delivered, (ii) if by overnightdelivery service, one day after deposit with said service company, or (iii) if by certified mail, three days following the date delivered to the United States Post Office.

13.

Force Majeure. 13.1 Force Majeure Event. Except as expressly provided herein to the contrary, whenever this Lease requires performance on or by a fixed date, or within a fixed time or a reasonable time, if by reason of a Force Majeure Event performance is delayed, then the time for performance shall be extended for a period that is equal to the duration of the delay.

14.

Miscellaneous. 14.1 Extension. Tenant at its sole option has the right to extend the Initial Term for up to two (2) terms of one (1) year each. This provision shall not be construed as requiring Tenant to extend the Term, and no such extension is effective unless and until Tenant executes and delivers a written modification of this Lease to Landlord extending the Term. The terms and conditions of this Lease, as amended, shall apply to the Extension. Entire Agreement. This Lease and the Exhibits made a part hereof contain the entire and only agreement between Landlord and Tenant and supersedes all prior writings and dealings between Landlord and Tenant. Changes in Lease. The provisions of this Lease shall not be modified or amended in any manner except by a written instrument signed and sealed all the parties to this Lease and approved as required by law. No such instrument shall be deemed void for lack of consideration. Binding Agreement. This Lease binds and inures to the benefit of the parties to this Lease and to their respective representatives, successors, and assigns. Governing Law. This Lease shall 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 or the Tenant is a party, in a court of competent jurisdiction within the Commonwealth of Massachusetts. 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
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14.2

14.3

14.4

14.5

14.6

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. 14.7 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. Accord and Satisfaction. Acceptance by Landlord of a lesser sum than the Rental Fee then due shall not be deemed to be other than on account of the earliest installment of such Rental Fee 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, shall 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 partys right to recover any balance due with respect to such payment or pursue any other remedy provided in this Lease. Debarred or Suspended Contractors. Neither Landlord nor Tenant shall accept bids or proposals from, or enter into any contract with, any person or firm for the construction (including but not limited to the Tenant 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. Landlord and Tenant shall require each person and firm with whom Landlord and Tenant contract for the construction, repair, or maintenance of the Premises to agree not to accept bids or proposals from, or enter into any contract with, any such debarred or suspended person or firm for all or any part of the construction (including but not limited to the Tenant Improvements), repair, or maintenance of the Premises, and Landlord or Tenant, as the case may be, shall strictly enforce each such agreement.

14.8

14.9

14.10 Time of Essence. Time is of the essence to this Lease and to each of its provisions. 14.11 Non-Discrimination in Employment. Neither Landlord nor Tenant shall discriminate against any qualified employee, applicant for employment, contractor, or person or firm seeking to provide goods or services to Landlord or Tenant because of race, ethnicity, color, national origin, ancestry, age, gender, religion, belief, physical or mental handicap, or sexual orientation or preference. Landlord and Tenant shall comply with
34

all applicable federal and state statutes, rules, and regulations prohibiting discrimination in employment. 14.12 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 shall be enforced to the fullest extent permitted by law. 14.13 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 the Tenant and delivery is made by and to each. 14.14 State Employees Barred from Interest. No official, employee, or consultant of the Commonwealth of Massachusetts shall 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. 14.15 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. 14.16 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. 14.17 Rider, Exhibits, and Other Attached Documents. Each attached rider, exhibit, other document is an integral part of this Lease for all lawful intents and purposes. Landlord and Tenant have executed multiple counterparts of this document, under seal in accordance with the laws of the Commonwealth of Massachusetts. 14.18 Brokers. Tenant hereby certifies that no real estate broker has or will represent it in this transaction and that no finder's fees have been earned by a third Party. 14.19 Subordination; Estoppel Certificates. A. Tenant accepts this Lease subject and subordinate to any first mortgage or mortgages (including, without limitation, the notes or other obligations secured thereby and any and all renewals, modifications, consolidations, replacements or extensions of any such mortgages or the notes or other
35

obligations secured thereby) easement or restriction of record now in existence or hereinafter made from time to time, affecting the fee title or the leasehold estate to the Building or the Land or Landlords interest therein. Tenant also accepts this Lease subject and subordinate to all instruments in the chain of fee title and/or the leasehold estate of Landlord to the Building or the Land, including any and all renewals, modifications, consolidations, replacements or extensions of such instruments. Tenant, upon prior review, shall execute, acknowledge and deliver to the holder of any such mortgage or to any of the parties to such instruments, at any time upon demand by such holder or by any such party, any releases, certificates or other documents that may be reasonably required by such holder or by any such party, for the purpose of evidencing the subordination of this Lease to such mortgages or instruments or to any renewals, modifications, consolidations, replacements of extensions thereof. In the event of a sale under any mortgage (or any note or other obligation secured thereby) to which this Lease is subordinate, or a taking of possession of the Premises by the mortgagee or other person acting for or through the mortgagee under any mortgage to which this Lease is subordinate, then and upon the happening of any such events, Tenant shall attorn to and recognize as Landlord hereunder the party who, but for this Lease, would be entitled to possession of the Premises. The obligations of the Tenant to subordinate as herein set forth are conditioned upon its obtaining, if the Tenant is not in default of any obligations under this Lease, an agreement from any mortgagee that the Tenants rights hereunder will not be disturbed by the action of any mortgage holder. This Section 14.19A.shall be self-operative and no further instrument or subordination shall be required. B. Tenant shall, at any time and from time to time, within fifteen (15) business days following written request from Landlord or any mortgagee, execute, acknowledge and deliver to Landlord or mortgagee a written statement certifying that this Lease is in full force and effect and unmodified (or, if modified, stating nature of such modification), certifying the date to which the rent reserved hereunder has been paid, and certifying that there are not, to Tenants knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and such other facts that Landlord shall reasonably request. Any such statement may be relied upon by any prospective purchaser or mortgagee of all or any part of the Building or Land. Tenants failure to deliver such statement within said fifteen-day period shall be conclusive upon Tenant that, as of the date of the expiration of said fifteen-day period, this Lease is in full force and effect and unmodified, and that there are no uncured defaults in Landlords performance hereunder. [Signatures follow on next page] [The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal as of the day and year first above written. Attest Dated: TENANT University of Massachusetts Building Authority By: _

Its: LANDLORD Attest By: By: _

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EXHIBIT A DELIVERY DATE CERTIFICATE

This Delivery Date Certificate is entered into by Landlord and Tenant pursuant to Section 3.1 of the Lease. 1. Definitions. In this Certificate the following terms have the meanings given to them. To the extent the definitions in this Certificate conflict with the Definitions in the Lease, the definitions in the Lease shall prevail: a. b. c. Landlord: Tenant: Lease:

Office Lease dated: between Landlord and Tenant. feet of Usable Area (as such term is defined in the Lease)

d.

Premises:

e. 2.

Building Address:

Confirmation of Term: Landlord and Tenant confirm that the Delivery Date of the Lease is and the Expiration Date is and that Section 4.1 is accordingly amended. Acceptance of the Premises. Landlord has delivered and Tenant accepted the Premises on

3.

The Landlord and Tenant have executed this Delivery Date Certificate as of the date set forth below. Landlord: By: Name: Title: Dated: Dated: Tenant: By:

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EXHIBIT B RULES AND REGULATIONS

39

EXHIBIT C (FLOOR PLAN OF THE PREMISES AFTER TENANT IMPROVEMENTS)

40

EXHIBIT D WORKING DRAWINGS

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