A00813-613163.pdf

Massachusetts Department Of Transportation Highway Division Proposal No. 613163-135786

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DOCUMENT A00813

LEASE BETWEEN MBTA AND THE TOWN OF LYNNFIELD

Massachusetts Department Of Transportation Highway Division

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THIS PAGE INTENTIONALLY LEEFT BLANK

LEASE AGREEMENT

This LEASE AGREEMENT (the “Lease”) is entered into this _______ day of _________, 2026 (the “Commencement Date”) by and between the MASSACHUSETTS BAY TRANSPORTATION AUTHORITY, a body politic and corporate, and a political subdivision of the Commonwealth of Massachusetts duly established and existing pursuant to Massachusetts General Laws, Chapter 161A ( “Landlord” or “MBTA”) and the TOWN OF LYNNFIELD, a municipal corporation and a body politic and corporate having an address of 55 Summer Street, Lynnfield, MA 01940 (“Tenant” or “Town”).

WHEREAS, Town is requesting to lease a parcel of land in Lynnfield, Massachusetts, for use as an Alternative Transportation Corridor (“ATC” or “Multi-Use Path”).

WHEREAS, MBTA owns the Premises (as defined herein) upon which a portion of the Multi-Use Path will be located and desires to lease the Premises to the Tenant for the purposes set forth herein;

WHEREAS, the Federal Highway Administration (the “FHWA”) has provided or will provide Massachusetts Department of Transportation (“MassDOT”) with funds (the “Appropriation”) in an amount sufficient to pay for eighty percent (80%) of the costs associated with the design and construction of the Multi-Use Path.

WHEREAS, as a condition of providing the Appropriation, the FHWA requires, among other things, that Tenant coordinate and oversee the design of the Multi-Use Path and that MassDOT coordinate and oversee the construction of the Multi-Use Path.

WHEREAS, Tenant has completed, and the FHWA has approved, the final design plans and specifications for the Multi-Use Path.

WHEREAS, as a further condition of Appropriation, the FHWA requires that the Town obtain possession of the Premises prior to the solicitation of bids for the construction of the Multi-Use Path.

NOW, THEREFORE, FOR CONSIDERATION PAID, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

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ARTICLE I

FUNDAMENTAL LEASE PROVISIONS

1.1 Reference Subjects

Each reference in this Lease to any of the following subjects shall incorporate the following information:

Commencement Date: As defined above.

Premises: The parcel of land owned by Massachusetts Bay Transportation Authority, of approximately 628,302 square feet, in the Town of Lynnfield, MA, as shown on Exhibit A.

Landlord: Massachusetts Bay Transportation Authority

Tenant: Town of Lynnfield

Term: Ninety-nine (99) years, commencing on the Commencement Date (subject to Section 2.2 hereof).

Rent: Ten and 00/100 Dollars ($10.00).

Permitted Uses: Subject to Article II below, the Premises shall be used for the operation, maintenance and repair of a transportation path for pedestrians, bicycles, and other non-motorized vehicles, and for no other uses except those specifically approved in writing by MBTA.

Design Plans: The plans and specifications for the Multi- Use Path approved by the FHWA, identified as Exhibit B and incorporated herein by this reference.

1.2 Exhibits

The Exhibits listed below are attached hereto and incorporated into this Lease:

Exhibit A – Plan of the Premises Exhibit B – Design Plans Exhibit C – Certificates of Insurance Exhibit D – Tenant’s Beneficial Disclosure Statement Exhibit E – Evidence of Authority Exhibit F – Notice of Lease

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ARTICLE II

PREMISES, TERM AND USE

2.1 Premises

Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term, subject to matters of record existing as of the Commencement Date and matters referred to herein, to all of which Tenant shall conform.

Notwithstanding any provision of this Lease to the contrary, this Lease is not intended to transfer land or easements for purposes protected by or to create a perpetual right to any use that may be subject to protection by Article XCVII (97) of the Amendments to the Constitution of the Commonwealth of Massachusetts or by legislation enacted pursuant thereto.

2.2 Term

The term of this Lease shall be for a period of ninety-nine (99) years (the “Term”). The Term shall commence on the Commencement Date and shall terminate on the ninety-ninth (99th) anniversary of the day immediately preceding the Commencement Date (the “Term Expiration Date”), unless terminated sooner as hereinafter provided.

2.3 Landlord Reservation of Rights

Notwithstanding anything to the contrary contained herein, Landlord hereby reserves and retains the following rights and easements in and with respect to the Premises:

a. Landlord reserves the right to enter upon any portion of the Premises for any purpose deemed necessary by the Landlord in connection with the construction, reconstruction, or maintenance of any Landlord-owned conduits, inner ducts, manholes, hand holes or other installations appurtenant thereto, or in connection with the construction, reconstruction, or maintenance of any property of Landlord adjacent to the Premises, or in connection with rights granted to third parties to use and occupy portions of the Premises as further set forth herein.

Throughout any such entry, Landlord shall maintain and/or require its contractors to maintain insurance as required by, and in accordance with, the terms and conditions of Section 9.6 herein, and Landlord may require its contractors to maintain such additional coverages deemed necessary by Landlord.

b. Landlord reserves the right to use, or to allow any party to use the Premises, or to grant and relocate licenses, leases or easements for any use so long as such use does not materially interfere with the Permitted Uses of the Premises.

Tenant shall cooperate with Landlord in this regard to accommodate any such use by Landlord or such other party, provided Tenant shall incur no monetary obligations with respect thereto. Without limitation, such other uses may include utilities, wireless telephone facilities (including, without limitation, cellular and PCS), fiber optic lines and communications facilities, microwave and other antennas, and all types of cable communications, and any other uses that do not materially interfere with the Permitted Uses of the Premises. Without limitation, the foregoing reservation by Landlord includes, whether the same now exist or are hereafter installed or used after the date of this Lease, the right

A00813 - 5 to locate any or all such facilities (including, without limitation, towers, antennas, cables, fiber, above-ground, below-ground, indoor and outdoor equipment) and other improvements on and within the Premises so long as such use does not materially interfere with the Permitted Uses of the Premises. All rights (including, without limitation, revenue therefrom) pertaining to all such other uses are specifically reserved to, and shall be the sole property of, Landlord. Tenant agrees to cooperate with Landlord and any designated party in connection with any exercise by Landlord of its rights hereunder. Throughout any such use, Landlord shall maintain and/or require its grantees and their contractors to maintain insurance as required by, and in accordance with, the terms and conditions of Section 9.6 herein, and Landlord may require its grantees and their contractors to maintain such additional coverages deemed necessary by Landlord.

2.4 Early Termination

If the Premises shall cease to be used for the Permitted Uses or shall be used for any other purposes, this Lease shall terminate upon notice from Landlord and the Tenant’s leasehold estate in the Premises shall revert to Landlord.

If at any time during the Term, Landlord determines, in its sole discretion but subject to any provisions or conditions of the Appropriation, that all or any portion of the Premises are needed for highway, railroad or transportation-related purposes, this Lease may be terminated by Landlord by giving Tenant eighteen (18) months’ prior written notice of Landlord’s intention to terminate this Lease. If such notice is given by Landlord, then the Term shall end on the date set forth in such notice with respect to all or such portion of the Premises designated in such notice, all with the same force and effect as though the Term had originally been scheduled to expire on such date. Landlord may likewise terminate the Lease as to any portion of the Premises Landlord determines, in its sole discretion is needed for highway, railroad or other transportation-related purposes.

Where termination or modification of this Lease for any reason requires permanent or temporary total or partial displacement to Tenant prior to or at the expiration of the Lease Term, Tenant waives any benefits that Tenant may be deemed entitled to under the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended, and Tenant shall thereafter be excluded from any relocation benefits available under said act or amendment.

2.5 Uses of Premises

Tenant agrees that the Premises shall be used and occupied by Tenant only for the Permitted Uses.

a) Tenant shall maintain the Premises in good repair and in clean condition, in compliance with all applicable laws and regulations, including, without limitation, making all necessary repairs and maintenance. Such maintenance shall be at no cost, expense, or liability to Landlord.

b) Except as otherwise expressly set forth in this Lease, it shall be the responsibility of the Tenant to obtain any and all necessary permits and approvals for the Permitted Uses, at the Tenant’s sole cost and expense. Landlord will cooperate in

A00813 - 6 all reasonable respects, but at no expense to Landlord, with the Tenant in connection with obtaining such permits and approvals as Tenant reasonably wishes to seek for the Permitted Uses, and Landlord shall sign such permits and applications as reasonably necessary, provided that (i) the Landlord incurs no obligation or liability in connection therewith, (ii) no such permit or approval shall materially adversely affect any of Landlord’s adjacent or proximate real property or otherwise, in Landlord’s reasonable determination, adversely affect or interfere in a material way with any of Landlord’s operations or obligations.

c) Tenant shall not perform any act or any practice which may injure the Premises.

Tenant shall, in its use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations. Tenant shall not cause or permit any unlawful conduct, unreasonable annoyance or nuisance to exist or arise at the Premises or otherwise on account of the exercise of the rights granted to Tenant hereunder. The Premises shall be open to the public, and Tenant shall establish reasonable policies governing access to the Premises by the public. Such policies shall be subject to review and approval by Landlord. Tenant shall not charge any fee or other consideration, or receive any other benefit for the use of the Premises.

2.6 Construction Period Restrictions

Notwithstanding any provision of this Agreement to the contrary, Tenant’s right to use or occupy the Premises for the Permitted Uses shall be suspended prior to the Substantial Completion Date (as hereinafter defined), and Tenant shall not enter upon the Premises for any purpose prior to the Substantial Completion Date without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that such entry or purpose will not interfere with MassDOT’s Work (as hereinafter defined).

ARTICLE III

CONDITION OF PREMISES

3.1 Acceptance of Premises by Tenant

Landlord shall have no obligation with respect to the condition of the Premises except as expressly set forth in this Lease. Tenant’s occupancy shall be deemed an acknowledgement that the condition of the Premises is fully satisfactory and suitable for the Permitted Uses and Tenant’s purposes under this Lease. Tenant has leased the Premises after a full and complete examination of the Premises and appurtenant areas, as well as title thereto, and accepts the same in their present condition. Tenant further acknowledges that neither Landlord nor any officer, agent, employee or other person acting under Landlord, disclosed or undisclosed, has made or implied any representations or warranties other than those expressly set forth in this Lease concerning the Premises, their condition, title thereto, future plans of Landlord with respect to the Premises or appurtenant areas, or this Lease.

Tenant’s rights herein are granted subject to existing easements, leases, licenses and other rights to the extent that such rights are still in effect and applicable. Landlord shall use reasonable efforts to provide Tenant with copies of the documents that establish the

A00813 - 7 location and term of existing easements, leases, licenses and other rights (if any) of record to the extent that such easements, leases, licenses and other rights are still in effect and applicable.

Tenant expressly agrees that if there is any encroachment onto the Premises by a third-party, Landlord will have the sole right to cure said encroachment and to obtain revenue from such cure or to permit such encroachment, provided that such cure does not materially interfere with Tenant’s use of the Premises.

Tenant acknowledges that there may be surface and subsurface utilities on and adjacent to the Premises and agrees to exercise extreme caution in performance of the Permitted Uses.

Tenant shall comply with Massachusetts General Laws, Chapter 82, Section 40 (said statute also known as the “Dig Safe” law) and the regulations promulgated pursuant thereto including but not limited to the Code of Massachusetts Regulations, more particularly, 220 CMR 99.00 et seq. Any damage to any such utilities caused by Tenant shall be the sole responsibility of Tenant. If Tenant does not immediately repair any utilities it has damaged, Landlord may, but shall not be required to repair any utilities damaged by Tenant immediately and without notice in case of emergency. In the event Landlord exercises such right, Tenant shall pay to Landlord immediately upon demand all of Landlord’s cost of performing such repairs plus a fee equal to five percent of the Landlord’s cost of performing such repairs to reimburse Landlord for its administrative costs.

ARTICLE IV

RENT AND ADDITIONAL CONSIDERATION

4.1 Amount of Rent

Tenant covenants and agrees to pay Landlord rent in the amount of Ten and 00/100 Dollars ($10.00) upon the execution of this Lease. The parties acknowledge and agree that the mutual promises and covenants contained herein constitute additional consideration hereunder, the receipt and sufficiency of which are hereby acknowledged.

ARTICLE V

MASSDOT AND TENANT IMPROVEMENTS

5.1 MassDOT Improvements

Subject to Section 5.2 below, the parties acknowledge that the Multi-Use Path is anticipated to be constructed by MassDOT using the Appropriation to the extent available on the Premises in accordance with the Design Plans and the terms and conditions of the Appropriation (“MassDOT Work”). The parties further acknowledge that MassDOT’s anticipated role includes procuring the contractor and subcontractors for MassDOT’s work, and for managing and overseeing said Work. Tenant shall pay for any and all applicable federal, state and local permits, inspections, and approvals necessary to construct and perform MassDOT’s Work. Prior to the Substantial Completion Date, Landlord reserves the right to remove any rail infrastructure or other materials located or existing on the Premises as of the date hereof.

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5.2 MassDOT Work Subject to Appropriation

Notwithstanding any provision of this Lease to the contrary, the parties acknowledge that MassDOT’s Work is anticipated to be funded from the Appropriation to the extent available. In the event that MassDOT fails to receive all or any portion of the Appropriation, reasonably determines that the Appropriation will not be available to reimburse MassDOT for any construction costs, or is unable to lawfully use all of any portion of the Appropriation to pay for any construction costs, then upon notification by MassDOT, Tenant shall have the option, but not the obligation, to terminate this Lease upon ten (10) days’ prior written notice to Landlord, and (c) Tenant shall after consultation with MassDOT as to whether the construction of the affected portion of the Multi-Use Path will be commenced and completed within a reasonable time thereafter, have the option (upon thirty (30) days’ prior written notice to Landlord), but not the obligation, to terminate this Lease as to any portion of the Premises upon which the construction of the Multi-Use Path has not been, and based on said consultation with MassDOT, will not be commenced and completed by MassDOT within a reasonable time thereafter.

5.3 Tenant’s Permitted Improvements

Except as set forth in this section or in Article VI and Article XI below, Tenant shall not construct any improvements on, or make any modifications or alterations to the Premises without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion. Tenant may add minor amenities to the Multi-Use Path such as signage, benches, pavement markings, and landscaping without the Landlord’s prior written consent, provided that the installation of such amenities conforms to any applicable FHWA, MassDOT, or MBTA regulations, guidance, or standards for a Multi-Use Path (“Permitted Amenities”).

5.4 Tenants Election for MassDOT to Perform Tenant’s Non-Participating Improvements

Tenant may in writing request, prior to the Substantial Completion Date set forth in Section 5.1, that MassDOT have its contractor perform for the benefit of the Tenant certain work that is outside the scope of the MassDOT’s Work under Section 5.1 (“Tenant’s Non- Participating Improvements”). If MassDOT agrees to have its contractor perform the Tenant’s Non-Participating Improvements, MassDOT and Tenant will memorialize in a separate written agreement the scope of that work, its price, and other material terms concerning the Tenant’s Non-Participating Improvements, and Tenant shall timely pay the cost of the Tenant’s Non-Participating Improvements in cash or its equivalent. so that both Landlords’ and Tenant’s interests in the Premises shall always be free of liens for labor and materials. If any lien relating to the Tenant’s Non-Participating Improvements constructed pursuant to said agreement is filed against the Premises, then Tenant shall discharge the same by payment or by filling any necessary bond within thirty (30) days after Tenant has notice from any source of such lien. Tenant’s Non-Participating Improvements shall not include any of MassDOT’s Work; and Tenant shall remain responsible for the cost of MassDOT’s Work to the extent not covered by the Appropriation, as set forth in Section

5.1 and 5.2.

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ARTICLE VI

TENANT’S PERMITTED IMPROVEMENTS

6.1 Design Guidelines

Any improvements to the Premises which, pursuant to this Lease, Tenant is required or permitted to make (hereafter referred to as “Tenant’s Permitted Improvements”) shall be in conformity with this Lease, all applicable federal, state and local laws, ordinances, regulations and codes, including, without limitation, the Americans With Disabilities Act of 1990, 42 U.S.C. section 12101, et seq., the Massachusetts Environmental Policy Act, applicable rules and regulations of MassDOT, MBTA, and Tenant’s insurance policies.

6.2 Design Approval and MBTA Coordination Requirements

Tenant shall not commence construction of any Tenant’s Permitted Improvements until Landlord has approved in writing the plans and specifications for the proposed work in writing, including all related Work Plans, schedules, safety plans, and construction submittals required by Landlord.

Prior to commencement of any work within or adjacent to the Premises, Tenant shall submit to Landlord for review and acceptance a Work Plan, project schedule, Site Safety Plan, Job Hazard Assessment, and related construction submittals not less than five (5) weeks prior to the commencement of work.

No work shall be permitted on or abutting MBTA property without an accepted Work Plan.

All comments provided by Landlord regarding the Work Plan and related submittals shall be incorporated into revised submittals or otherwise resolved in writing to the satisfaction of Landlord prior to commencement of work.

Tenant shall coordinate with MBTA Capital Delivery, the MBTA Transit Oriented Development Group, and other applicable MBTA, Keolis, and AMTRAK departments regarding scheduling, access, safety protocols, railroad worker protection requirements, flagging services, and any required power shutdowns prior to commencement of work.

Tenant shall conduct all work in a manner that minimizes interruption to trail users and public access, except where temporary closures are approved in writing by Landlord.

Landlord reserves the right to stop work at any time if Landlord determines that work poses unacceptable risk to MBTA customers, employees, operations, or infrastructure.

Prior to commencing construction of any Tenant’s Permitted Improvements, Tenant shall submit to Landlord a certificate of an architect or engineer licensed in the Commonwealth of Massachusetts or an opinion of an attorney licensed in the Commonwealth of Massachusetts, stating that all applicable local, state and federal permits have been obtained for the proposed work, and that the proposed work, if constructed in accordance with the plans and specifications submitted to Landlord pursuant to the preceding paragraph, will comply with all applicable laws, codes and regulations. Said certificate or opinion shall be in form reasonably acceptable to Landlord and shall state that Landlord may rely without further investigation on such certificate or opinion.

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Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord in connection with review, coordination, inspection, flagging, safety oversight, and support services associated with the work, including costs incurred by MBTA personnel and consultants. Landlord may require Tenant to enter into a separate Force Account Agreement prior to commencement of work.

6.3 Permits

It shall be the Tenant’s responsibility to obtain and pay for any and all applicable federal, state and local permits, inspections, and approvals necessary to construct any Tenant’s Permitted Improvements.

Prior to commencing construction of any Tenant’s Permitted Improvements, Tenant shall provide Landlord with a written statement addressed to Landlord from Tenant’s attorney, licensed architect or engineer containing the following: (i) a list of all permits and approvals required for the construction of the Tenant’s Permitted Improvements, and (ii) a statement confirming that all such permits and approvals have been obtained.

6.4 Changes in Plans

If Tenant desires to make any material change in the plans and specifications after approval by Landlord, Tenant shall submit the proposed change to Landlord for its approval.

6.5 Contracts for Construction of Tenant’s Permitted Improvements

As used in this Article, the term “contractor” shall mean any person or entity that provides labor and/or materials for the construction, repair, restoration or rehabilitation of any portion of the Premises, whether or not paid by Tenant, but excluding third-party materials suppliers.

Tenant shall select and propose to Landlord one or more qualified contractors to construct the Tenant’s Permitted Improvements. Tenant agrees that it shall not select any contractor who is then debarred from public contracting pursuant to M.G.L. Chapter 29, § 29E. Said selection(s) shall be subject to Landlord’s approval. Tenant shall enter into written contracts for all construction services to be provided by its contractor(s). Said contracts shall obligate Tenant to pay all fees and costs related to the constructions of the Tenant’s Permitted Improvements. Upon request of Landlord, a complete copy of each such contract shall be furnished to Landlord.

6.6 General Provisions Governing Construction of Tenant’s Permitted Improvements

A. No contractor shall commence construction of any Tenant’s Permitted Improvements until all permits, certificates, and approvals required by law for the commencement of such construction have been issued.

B. Once commenced, the construction of each Permitted Improvement shall be diligently and continuously prosecuted.

C. Each contractor shall warrant to the Tenant and Landlord that all materials and fixtures furnished by such contractor will be new and of recent manufacture, except as may otherwise be required by the plans and specifications as approved by Landlord, and that all construction work will be of good quality, free from

A00813 - 11 faults and defects. Construction work not conforming to these requirements may be considered defective and not in conformity with the terms of this Lease.

D. Each contractor shall be obligated to confine its operations to the portion of the Premises within which its construction work is to be performed, and shall not store materials or equipment elsewhere on the Premises unless permitted by Landlord. Storage of materials or equipment shall be limited to what is reasonably necessary for the construction of the Tenant’s Permitted Improvements.

E. Each contractor shall be obligated at all times to keep the Premises reasonably free from accumulation of waste materials or rubbish caused by its operations. At the completion of the contractor’s work, the contractor shall remove all waste materials and rubbish from the Premises as well as all tools, construction equipment, and surplus materials. If any contractor fails to comply with these provisions, it shall be the responsibility of Tenant to cause such compliance and to immediately remedy any non-compliance. All construction waste shall be disposed of in a lawful manner.

F. Each contractor under a contract with Tenant shall be required to furnish and keep in force a performance bond and a labor and material payment bond in an amount sufficient to guarantee the faithful performance of its obligations under such contract and to pay all obligations arising in connection therewith. Such bonds shall be in a form and with such sureties as Landlord may approve.

G. When any construction of Tenant’s Permitted Improvements is in progress, Tenant shall require its general contractor to maintain insurance as required by, and in accordance with, the terms and conditions of Section 9.1 herein, and may require Tenant and/or its general contractor to maintain such additional or different coverages deemed necessary by Landlord which may include, without limitation, so-called “Builders Risk Insurance.”

6.7 Payment for Tenant’s Permitted Improvements

In no event shall any work related to the Tenant’s Permitted Improvements, or any other improvements constructed by, on behalf of or under Tenants or Landlord’s approval thereof, give rise to any lien on Landlord’s interest in the Premises. Tenant shall pay the entire cost of all Tenant’s Permitted Improvements promptly so that both Landlord’s and Tenant’s interests in the Premises shall always be free of liens for labor and materials. If any lien relating to Tenant’s Permitted Improvements constructed by, on behalf of or under Tenant is filed against the Premises, then Tenant shall discharge the same by payment or by filing any necessary bond within thirty (30) days after Tenant has notice from any source of such lien. Tenant’s Permitted Improvements shall not include MassDOT’s Work; and Tenant shall be responsible for the cost of the Multi-Use Path not paid from the Appropriation, as set forth in Sections 5.1 and 5.2.

6.8 Nonconforming Improvements

In its construction of the Tenant’s Permitted Improvements, Tenant shall insure that there is no material deviation from the plans and specifications as approved by Landlord, except and only to the extent that changes have been requested in writing and have been approved in writing by Landlord. Landlord’s representatives may enter upon the Premises from time

A00813 - 12 to time on reasonable notice to Tenant for the purpose of inspecting the work being performed by Tenant, and such entry shall not be construed to be a violation of the Tenant’s right to use and occupancy of the Premises.

In the event Tenant shall fail to comply with the foregoing requirements in proceeding with construction or modification of all or any part of the Tenant’s Permitted Improvements, the Landlord may, within a reasonable time after discovery thereof, direct in writing that the Tenant modify or reconstruct such portion or portions of the Tenant’s Permitted Improvements as deviate from the approved plans and specifications, or any change with respect to same, in order to bring them into conformance therewith. Tenant shall promptly comply with such a directive. In addition to any other remedies available to it under law or under this Lease, Landlord may enforce the provisions of this paragraph by an action in a court of appropriate jurisdiction to compel specific performance.

6.9 As Built Drawings

Tenant shall provide Landlord with a complete set of “as built” plans and specifications for the Tenant’s Permitted Improvements constructed by Tenant for which plans and specifications are required by this Lease, together with copies of all final permits and approvals issued by federal, state or local agencies and state or local plumbing gas, electrical, building and other inspectors.

In addition, Tenant shall advise Landlord in writing whenever Tenant permanently relocates or modifies in any material respect any utility services within the Premises, including, but not limited to, the addition or rerouting of any electric, gas, water or sewer service or line.

6.10 Mechanics’ Liens

No mechanics’, materialmen’s or similar liens shall ever attach against Landlord’s interests in and to the Premises by reason of any work performed by Tenant on or to the Premises.

If any such lien shall be put on record, Tenant agrees promptly (but in any event, within thirty (30) days of the date that such lien is put on record) to arrange for the discharge of said lien by payment, bonding or otherwise as may be required to discharge said lien of record.

ARTICLE VII

UTILITIES

7.1 Utilities

Tenant shall pay the appropriate suppliers for all water, gas, fuel oil, electricity, telephone and any other utilities and communications services used by Tenant on the Premises, and Tenant shall instruct said suppliers to bill Tenant directly therefore. Upon request, Tenant shall supply Landlord with such documentation as Landlord may reasonably request to verify compliance with the foregoing. Tenant shall also pay all costs associated with the installation, repair and maintenance of the wires, pipes, conduits, and other equipment needed to deliver utilities to the Premises, and shall procure, without cost to Landlord, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance of such utility systems. Landlord agrees to cooperate

A00813 - 13 and, if necessary, join with Tenant in any application required for obtaining or continuing such services.

Landlord makes no warranty or representation as to the availability of water, gas, or any other utility service, and Landlord shall not be in default hereunder or be liable for any damages directly or indirectly, resulting from Tenant’s inability to obtain such services or from the limitation, curtailment, rationing or restriction on use of water, electricity, gas or any other form of energy or utility service.

ARTICLE VIII

TAXES

8.1 Tenant to Pay All Taxes

In the event real estate taxes or property taxes shall be levied on the Premises or any part thereof for any reason, Tenant agrees to pay any such taxes when and as due. Tenant shall also be responsible for payment of all taxes levied on any good or services sold on the Premises, and any other taxes arising out of Tenant’s occupancy, use, sub-leasing, alterations, maintenance, improvement, or operation of the Premises.

ARTICLE IX

INSURANCE

9.1 Required Liability Insurance

Prior to entry hereunder, and during the Term hereof, the Tenant and its consultants and contractors shall provide the MBTA insurance for the activities permitted hereunder, with companies that are reasonably acceptable to the MBTA, as stated below, and which provide minimum liability coverage as follows:

(a) Commercial General Liability Insurance Insuring the MBTA, the Premises and all activities allowed hereunder, with a minimum liability coverage for personal injury, bodily injury and property damage with limits not less than One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in aggregate.

Umbrella liability coverage with limits of not less than Ten Million Dollars ($10,000,000.00) covering all work performed must also be provided. Such insurance shall be written on an occurrence basis (as opposed to a claims-made basis) and name the Tenant and the MBTA as additional insureds as their interests may appear.

(b) Workers’ Compensation Insurance

For all municipal contractors, insuring all persons employed by the Tenant in connection with any work done on or about the Premises with respect to which claims for death or bodily injury could be asserted against the MBTA or the Premises with limits of liability of not less than those required by Massachusetts General Laws Chapter 152, as amended. The policy shall contain a clause waiving the company’s right to subrogation against the

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MBTA. In addition, the Tenant shall provide evidence of an active workers’ compensation program for all municipal employees/workers funded by the Tenant, substantially in the form attached as Exhibit C.

(c) Automobile Liability Insurance

Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000.00) covering all owned, non-owned, hired, rented or leased vehicles or the Tenant.

(d) Railroad Protective Liability Insurance

While performing any work within fifty feet (50’) of the railroad right-of-way, insuring the MBTA and the Railroad Companies as named insureds with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in aggregate combined bodily injury property damage. The Railroad Companies shall be provided with an original policy of Railroad Protective Liability Insurance and the MBTA shall be provided with certificates of insurance.

(e) Environmental Liability Insurance The Tenant shall maintain a policy of Environmental Liability Insurance insuring against any and all claims arising out of or connect with the presence of any Hazardous Materials at the Premises, with coverage in an amount not less than Three Million Dollars ($3,000,000) per incident, and a deductible of not more than Fifty Thousand Dollars ($50,000) per incident, which policy shall be noncancelable for a period of at least five (5) years and shall name MBTA as additional insured.

The required insurance coverages herein specified shall be placed with insurance companies licensed by the Massachusetts Division of Insurance to do business in the Commonwealth of Massachusetts and having a Best’s rating of A- or better;

shall be taken out by the Tenant before the Lease is commenced and be kept in full force and effect throughout the term of the Lease; shall be primary to and non-contributory to any coverages maintained by the MBTA; and shall require the MBTA be given at least thirty (30) days’ advance notice in the event of any cancellation or materially adverse change in coverage. Prior to the inception date of the Lease and throughout the term, the MBTA shall be provided with certificates of insurance evidencing that such insurance policies are in place and provide coverage as required. The required insurance coverages herein specified may be increased from time to time upon notice by the MBTA to such coverages as the MBTA may then customarily require for similar circumstances. Each of the Tenant’s contractors and agents whose employees enter onto the Premises shall have similar policies covering their employees. The Tenant shall be responsible for seeing that its contractors and consultants are properly covered by insurance.

In the event of the cancellation of any policy during the term of this Lease, or the failure to keep in effect the insurance required by this section, the MBTA may, without further notice and at its option, procure or renew such insurance on account of the Tenant. The Tenant agrees to repay such expenses incurred by the MBTA., A00813 - 15 with interest thereon at the rate of eighteen (18%) percent annually as an additional fee.

The Tenant (but not the Tenant’s contractors or consultants) may self-insure for its obligations under this Section 9.1, subject to the Tenant providing to the MBTA a letter in a form acceptable to the MBTA, on corporate letterhead and signed by a duly authorized representative of the Tenant, which addresses (1) comparable insurance coverage for each type of insurance required in this Section 9.1 which the Tenant will provide through a program of self-insurance, and (2) excess insurance policies (i.e. Excess Liability and excess Workers’ Compensation insurance policies) (“Tenant Self-Insurance Statement”). In addition, the Tenant shall acknowledge and affirm in the Tenant Self-Insurance Statement both its obligations to defend, hold harmless, and indemnify the MBTA to the extent permitted by law, and to provide insurance protection in accordance with and to the extent required by the terms and conditions of this Lease. Further, where insurance policies are in place providing coverage in excess of the underlying insurance or self-insurance programs addressed pursuant to this paragraph, the Tenant shall provide a certificate or certificates of liability insurance to the MBTA, which shall be attached to the Tenant Self-Insurance Statement and be made a part thereof.

Notwithstanding any other provision of this Section 9.1, the Tenant reserves the right to propose to meet the requirement by adding such insurance coverage to existing policies subject to the terms and conditions of those existing policies or to obtain new policies containing terms and conditions generally included in policies provided to municipalities in Massachusetts.

9.2 Required Property Insurance

From and after the Substantial Completion Date, if and to the extent there are any buildings constructed by, for or on behalf of the Tenant on the Premises, Tenant, at its sole cost and expense, shall keep in full force and effect property insurance on the Premises, all improvements thereon and equipment and property installed or used in, on or about the Premises, naming Landlord and Tenant as their respective interests may appear, in amounts sufficient at all times to prevent Landlord from becoming a co-insurer under the provisions of applicable policies of insurance, but, in any event, at least equal to the full replacement cost thereof, without deduction for depreciation, against all risks of direct physical loss or damage as may from time to time be included within the definition of an “All Risk” or “Broad Form” property insurance policy and extended to include coverage against earthquake, earth movement, flood (including back-up of sewers and drains), sprinkler leakage, breakdown of boilers, machinery and electrical equipment, war risk, nuclear reaction, lightning, wind storm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke, demolition and such other risks as Landlord may reasonably designate. The insurance also shall cover increased cost of construction, demolition and debris removal coverage, and contingent liability arising out of the enforcement of building laws and ordinances governing repair and reconstruction and shall include an agreed amount provision. The replacement cost of all improvements and of any other property installed or used in, on or about the Premises shall be determined at least once every thirty-six (36) months by Landlord. The Town may self-insure subject to approval by Landlord.

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9.3 Other Insurance Policy Requirements

Through the Massachusetts Interlocal Insurance Association, Inc. (“MIIA”), the non-profit member-based corporation serving the insurance needs of Massachusetts cities and towns, or through its successor or through another provider or providers, Tenant’s insurance will comply with the following provisions, unless commercially unavailable to Tenant:

A. Duly executed certificate of insurance evidencing all insurance policies specified above, shall be submitted to Landlord prior to Landlord’s execution of this Lease, which certificates shall be attached hereto as Exhibit C. At least thirty (30) days prior to the expiration of each such insurance policy, Tenant shall furnish Landlord with the re-issuance of a policy continuing the insurance in force as required hereunder. Tenant’s contractor(s) performing work or conducting activities under this Lease shall submit certificates of insurance within ten (10) days of the award of their subject contract or license. Certificates shall be addressed to Landlord.

Landlord is entitled to rely upon the information provided in the certificates. Tenant agrees that, if any certificate of insurance required hereunder does not conform with the requirements set forth in this Article IX, that said certificate does not confer rights to the certificate holder, or otherwise disclaims responsibility for Landlord’s reliance thereon, Tenant must deliver to Landlord endorsements demonstrating the specified additional insured status of Landlord and/or providing substantially and unequivocally that Landlord may, but shall not be obligated to, make premium payments to prevent such cancellation for non-payment of premiums and that such payments shall be accepted by the insurer.

B. All insurance to be provided hereunder shall be with insurance companies licensed or approved by the Commonwealth of Massachusetts and shall have a Best’s Rating of not less than “A-minus”, Financial Size Code IX.

C. All insurance to be provided hereunder shall provide Landlord with a minimum of thirty (30) days prior notice of cancellation or nonrenewable or ten (10) days prior notice in case of cancellation due to the nonpayment of any premium.

D. Except for Workers’ Compensation and Automobile Liability insurance policies, all insurance policies specified above shall be endorsed to name Landlord as an additional insured. This provision must be specifically stated as being endorsed to each required insurance policy on the certificate of insurance evidencing such coverage.

E. All insurance maintained by the Tenant’s contractor(s), except Worker’s

Compensation and Automobile Liability insurance policies, shall provide that insurance for the benefit of Landlord shall be primary and non-contributory. This provision must be specifically stated as applying to each required policy on the certificate of insurance evidencing such coverage.

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Landlord hereby retains the right to periodically review the types and amounts of insurance being maintained by Tenant and to require additional insurance or higher coverage limits to the extent that such additional insurance is commercially available and reasonably prudent under the then existing circumstances.

If Tenant fails either to acquire the insurance required by this Article IX, or to pay the premium for such insurance, Landlord may, in addition to any other rights or remedies available to Landlord, and notwithstanding any other provisions of this Lease concerning notice and cure of defaults, acquire such insurance and pay the requisite premiums for them. Such premiums will be payable by Tenant to Landlord immediately upon demand.

In proof of any damages which Landlord may claim against Tenant arising out of Tenant’s failure to maintain insurance, Landlord will not be limited to the amount of unpaid insurance premium but rather Landlord will also be entitled to recover as damages for such breach, the amount of any uninsured loss (to the extent of any deficiency in the insurance required by the provisions of this Lease), damages, costs and expenses of suits, including attorneys’ fees arising out of damage to, or destruction of, the Premises occurring during any period for which Tenant has failed to provide such insurance.

9.4 Personal Property at Tenant’s Risk

All of the furnishings, fixtures, equipment, effects, improvements and property of every kind, nature and description of Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, no part of said loss or damage is to be charged to or to be borne by Landlord or the Federal Highway Administration, except that Landlord shall in no event be indemnified or held harmless or exonerated from any liability to Tenant or to any other person, for any injury, loss, damage or liability to the extent caused by the gross negligence or willful misconduct of Landlord, or its agents, servants, or employees acting within the scope of their agency, service or employment.

9.5 Application of Insurance Proceeds

In the event of any partial or total damage to or destruction of an insured building, structure, or other improvement, Tenant shall: (i) give immediate notice thereof to Landlord, (ii) proceed immediately to establish and collect all valid claims which may have arisen against insurers based upon any such damage or destruction, and (iii) promptly repair or reconstruct the damaged building, structure or other improvement upon the same general plan and dimensions and to the same general quality as before the damage or destruction.

Such repair or reconstruction shall be performed in accordance with the requirements of Article VI hereof. All proceeds of any insurance claim shall be held in trust and applied only for the purpose of repairing or reconstructing the buildings, structures or other improvements which have been destroyed or damaged.

9.6 Landlord’s Required Insurance

Throughout Landlord’s entry onto the Premises under Section 2.3 (a), Landlord’s or its grantees’ use of the Premises under Section 2.3(b), and MassDOT’s Work under Section 5.1, and for a reasonable time thereafter at least equaling any applicable statute of limitations period where necessary to provide coverage for claims asserted based on events

A00813 - 18 occurring during such entry, use or work, Landlord and/or MassDOT (applicable) shall cause each of its contractors and grantees that will enter upon the Premises to obtain and keep in force and effect adequate insurance coverage which in no event shall be less than the types and amounts of coverage specified in Sections 9.1 (a) through 9.1 (c).

9.7 Self-Insurance by the Town

Notwithstanding any provision hereof to the contrary, all insurance requirements concerning the Tenant may be covered by the insurance program of the Town of Lynnfield, in accordance with the terms of such insurance program, which may include or solely rely on self-insurance.

ARTICLE X

INDEMNIFICATION

10.1 Assumption of Risk

Tenant, without waiving or abridging any defenses or immunity from liability it may be able to assert against a party other than the Landlord, assumes all risk of damage or injury to any person or property located in, on or about the Premises from any cause except to the extent that: (a) such damage or injury occurs prior to the Substantial Completion Date as a result of MassDOT’s Work, (b) such damage or injury is caused by the gross negligence or willful misconduct of Landlord or its agents, employees, or contractors acting within the scope of their agency, employment or contract, (c) such damage or injury is caused by any person using or occupying all or any portion of the Premises pursuant to Landlord Reservation of Rights set forth in Section 2.3 hereof, or (d) such damage or injury is caused by any person using or occupying all or any portion of the Premises pursuant to an existing easement, lease, license or other right to the extent that such rights are still in effect and applicable as of the Commencement Date.

10.2 Release of Landlord

Except for matters set forth in Sections 10.1(a) through 10.1(d), Tenant hereby releases Landlord from any responsibility for Tenant’s losses or damages related to the condition of the Premises and Tenant covenants and agrees that it will not assert or bring, nor cause any third party to assert or bring, any claim, demand, lawsuit or cause of action (whether by way of original claim, cross claim, counterclaim, contribution claim, indemnification claim, third-party claim or fourth-party claim) (hereinafter “Claims”) against Landlord including, without limitation, claims for response actions, response costs, assessments, containment, removal and remedial costs, governmental oversight charges, including any overhead or response action costs incurred or assessed by the Massachusetts Department of Environmental Protection, fines and penalties, permit and annual compliance fees, reasonable attorney and expert fees, natural resource damages, property damages, including diminution in property value claims, and personal injury damages and damages related to a person’s illness or death relating to, or arising from, Tenant’s use of the Premises (or the use of the Premises by those permitted onto the Premises by Tenant) pursuant to this Lease.

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10.3 Indemnification of Landlord by Tenant

If and to the extent permitted by law, Tenant hereby covenants and agrees to indemnify and hold harmless the Commonwealth of Massachusetts and…