BRC 202610700 10-year Office Lease.pdf

July 2020 Ten-Year Office Lease Page 1

THIS OFFICIAL FORM MUST NOT BE ALTERED.

ALL MODIFICATIONS MUST BE MADE BY SEPARATE RIDER.

COMMONWEALTH OF MASSACHUSETTS

OFFICE LEASE

1. SUBJECT MATTER AND TABLE OF CONTENTS

1.1 SUBJECT MATTER

Each of the references in this Lease to any of the following subjects incorporates the data stated for that subject in this § 1.1 and, unless defined elsewhere in this Lease, constitutes the definition of the listed subject.

DATE OF LEASE:

LANDLORD:

ADDRESS OF LANDLORD:

LANDLORD’S REPRESENTATIVE: Name: _______________________________ Address: _______________________________

E-mail: _______________________________ and/or such other persons as Landlord designates from time-to-time

TENANT: The Commonwealth of Massachusetts acting by and through the Commissioner of its Division of Capital Asset Management and Maintenance (DCAMM) of the Executive Office for Administration and Finance on behalf of the User Agency, [THE USER AGENCY]

ADDRESS OF TENANT: Division of Capital Asset Management and Maintenance

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One Ashburton Place, 15th Floor Boston, Massachusetts 02108-1518

TENANT'S REPRESENTATIVE: Name: _______________________________

E-mail: _______________________________ and/or such other persons as Tenant designates from time-to-time, as set forth in § 4.4

USER AGENCY:

ADDRESS OF USER AGENCY:

USER AGENCY’S REPRESENTATIVE: Name: _______________________________

E-mail: _______________________________ and/or such other persons as User Agency designates from time-to-time, as set forth in § 4.4

BUILDING (ADDRESS):

PREMISES: Floor(s):________________________________ Room(s)/Suite: __________________________ within the Building as shown in Exhibit ____, together with all of the Landlord’s Improvements (as defined in § 4.1) made within the Premises pursuant to the provisions of this Lease.

USABLE AREA OF PREMISES: Office Space: ________________ square feet Storage Space: ________________ square feet

PARKING SPACES: Reserved Spaces: ____________ Unreserved Spaces: ____________ Electrical Vehicle Charging Stations: ________

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Drop-off Spaces: ____________ Location: ______________________________

PERMITTED USES: Subject to the provisions of § 6.1, Tenant shall use the Premises for any lawful purpose consistent with the operations and functions of a governmental agency.

TERM: The Term begins on the Date of Occupancy, as defined in § 3.2, at 12:01 a.m., and continues until 11:59 p.m. of the date immediately preceding the tenth anniversary of the Date of Occupancy.

“Term” includes the Term, unless otherwise expressly stated. “Expiration Date” means the last day of the Term, and includes any effective date of termination of this Lease, unless otherwise indicated.

BUSINESS DAY: Unless otherwise provided by this Lease, “business day” means any day other than Saturday, Sunday, or a designated holiday of the Commonwealth of Massachusetts on which the offices of the Commonwealth of Massachusetts are closed, whether throughout the Commonwealth of Massachusetts or only in Suffolk County.

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BASE RENT FOR TERM:

Year One: $____________ per year in monthly installments of $ _________ $____________ per square foot for office space $____________ per square foot for storage space $____________ per parking space per year

Year Two: $____________ per year in monthly installments of $ _________

Year Three: $____________ per year in monthly installments of $ _________

Year Four: $____________ per year in monthly installments of $ _________

Year Five: $____________ per year in monthly installments of $ _________

Year Six: $____________ per year in monthly installments of $ _________

Year Seven: $____________ per year in monthly installments of $ _________

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Year Eight: $____________ per year in monthly installments of $ _________

Year Nine: $____________ per year in monthly installments of $ _________

Year Ten: $____________ per year in monthly installments of $ _________

Base Rent does OR ____does not include janitorial services Base Rent does OR ____does not include the cost of all utilities Base Rent does OR ____does not include the cost of parking

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1.2 TABLE OF CONTENTS

1. SUBJECT MATTER AND TABLE OF CONTENTS

1.1 Subject Matter

1.2 Table of Contents

2. PREMISES; USABLE AREA

2.1 Premises; Appurtenant Rights

2.2 Usable Area

3. RENT; DATE OF OCCUPANCY

3.1 Rent Payment

3.2 Date of Occupancy; Commencement of Rent Obligation

3.3 Tenant's Entry before Term without Charge

4. IMPROVEMENTS BY LANDLORD

4.1 Landlord's Improvements

4.2 Working Drawings

4.3 Completion Date; Tenant Delays; Standard for Substantial Completion

4.4 Tenant’s Representative, User Agency’s Representative, and Authorized Representative ... 16

5. LANDLORD'S COVENANTS

5.1 Ownership; Signatory Authority; Debarment; Pending Proceedings; Changes

5.2 Delivery of Premises; Compliance with Law

5.3 Quiet Enjoyment

5.4 Correction of Defective Work; Repair of Premises and Building

5.5 Delivery of Services and Utilities

5.6 Hazardous Substance

6. TENANT'S COVENANTS

6.1 Use of Premises

6.2 Care of Premises

6.3 Hazardous Substance

6.4 Compliance with Applicable Laws and Removal of Liens

6.5 Assignment and Subletting

6.6 Alterations and Additions

6.7 Yield Up at Termination of Lease

7. CASUALTY; EMINENT DOMAIN

7.1 Fire or Other Casualty

7.2 Eminent Domain

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification of Tenant by Landlord

8.2 Insurance Coverage to be Maintained by Landlord

8.3 Tenant's Self-Insurance

8.4 Tenant’s Personal Property; Assumption of Risk

8.5 Waiver of Subrogation

9. DEFAULT

9.1 Event of Default by Tenant

9.2 Remedies of Landlord

9.3 Cure by Landlord

9.4 Event of Default by Landlord

9.5 Remedies of Tenant

9.6 Cure by Tenant

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9.7 Remedies Cumulative

10. MORTGAGE PROVISIONS

10.1 Recognition

10.2 Subordination

10.3 Estoppel Certificate

11. HOLDING OVER

12. FISCAL YEAR APPROPRIATIONS AND AUTHORIZATIONS

12.1 Tenant’s Obligations Subject to Appropriations and Authorizations

12.2 Termination of Lease for Lack of Appropriations and Authorizations

13. PERSONAL LIABILITY

13.1 Liability of Tenant

13.2 Liability of Landlord

14. NOTICE

14.1 Notice

14.2 Special Notice Where Failure to Reply Results in Consent or Approval

15. FORCE MAJEURE

16. MISCELLANY

16.1 Entire Agreement

16.2 Changes in Lease

16.3 Binding Agreement

16.4 Governing Law

16.5 Waiver

16.6 No Broker

16.7 Rights and Remedies not Exclusive

16.8 Accord and Satisfaction

16.9 Debarred or Suspended Contractors

16.10 Time of Essence

16.11 Affirmative Action; Non-discrimination in Hiring and Employment

16.12 Severability

16.13 Notice of Lease

16.14 No Agreement until Signed

16.15 State Employees Barred from Interest

16.16 Paragraph Headings

16.17 Counterparts

16.18 Rider, Exhibits, and Other Accompanying Documents

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RIDER, EXHIBITS, AND OTHER ACCOMPANYING DOCUMENTS

Rider to Lease

Certificate of Compliance with Executive Order No. 481

Exhibit A: Plan Showing Location of Premises within the Building Exhibit A-1: Landlord’s Measured Drawing of the Premises Exhibit A-2: Site Plan Showing Location of Parking Spaces Exhibit B: Schematic Space Plan of the Premises

Exhibit C: Specifications for Premises (as appearing in the Request for Proposals, as revised by agreement of the parties based on Landlord's Proposal and subsequent negotiations)

Exhibit D: Project Schedule Exhibit F: Authorization to Execute Lease

Landlord's Beneficial-Interest-Disclosure Statement

Certificate of Tax-and-Employment-Security Compliance

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2. PREMISES; USABLE AREA

2.1 Premises; Appurtenant Rights

(a) Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord.

(b) As appurtenant to the Premises, Tenant, in common with other tenants of the Building

(and subject to the rules of the Building, as set forth in § 6.4), has the right to use: (i) the common lobbies, halls, corridors, stairways, elevators, service areas, and loading platform of the Building; (ii) the pipes, ducts, conduits, wires, and appurtenant meters and equipment serving the Premises in common with other premises within the Building; (iii) common pedestrian walkways and landscaped areas; (iv) if the Premises include less than the entire floor area of any floor of the Building, the common restrooms, corridors, and elevator lobbies located on such floor and serving the Premises; and (v) all other areas in or about the Building from time-to-time intended for general use by Tenant and other tenants of the Building.

2.2 Usable Area

(a) For the purposes of this Lease, "Usable Area" means, with respect to the Premises or any space removed from or added to the Premises, the square footage determined by measuring the entire floor area of the Premises (or such other space) bounded by a line established by the predominant inside finish of the permanent outside Building walls that abuts the floor (not from the inside face of the w indows) and by the interior surface of corridor walls or other demising walls. Deductions are not made for columns or other structural elements, or for partitions subdividing the Premises. Notwithstanding the foregoing, under no circumstances does the Usable Area include major vertical penetrations such as ventilation shafts, elevator shafts, stairwells, atria, or lightwells, and their respective enclosing walls, and it does not include vestibules, elevator-machine rooms, and other building-equipment areas, janitorial, electrical, and mechanical closets, loading platforms, restrooms, and their respective enclosing walls, irrespective of whether Tenant occupies a portion of a floor, an entire floor, or an entire Building.

(b) Landlord acknowledges that Tenant has relied upon Exhibit A-1 in establishing the

Usable Area and that Rent is predicated upon the Premises having a Usable Area equal to or exceeding the Usable Area of the Premises set forth in § 1.1. Landlord warrants and represents to Tenant that Exhibit A-1 is complete and accurate in all respects. If it is determined that Exhibit A-1 is not accurate and that the Usable Area of the Premises is smaller than depicted in Exhibit A-1 by a factor of 1% or more, then, at the option of Tenant, Landlord and Tenant must modify this Lease to state the actual Usable Area of the Premises and to adjust Rent downward to reflect the actual Usable Area.

3. RENT; DATE OF OCCUPANCY

3.1 Rent Payment

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(a) Tenant agrees to pay, and Landlord agrees to accept, Rent described in § 1.1. Equal monthly installments of Rent are payable on or before the tenth day of the calendar month for which Rent is due. If the Initial Term commences other than on the first day of a calendar month or ends other than on the last day of a calendar month, Rent for such fractional month is prorated. Notwithstanding the second sentence of this paragraph, if the Initial Term commences other than on the first day of a calendar month, Tenant pays the prorated Rent for such partial calendar month concurrently with the payment of the installment for the first full calendar month of the Initial Term.

(b) If any installment of Rent is not paid when due, Landlord is entitled to late-payment interest on the overdue amount in accordance with and subject to G. L. c. 29, § 29C, and any regulations or administrative bulletins promulgated under said statute.

3.2 Date of Occupancy; Commencement of Rent Obligation

(a) The obligation of Tenant to pay Rent begins on the Date of Occupancy. The Date of Occupancy is the earlier of (a) the 15th day after the Premises are available for Tenant's occupancy, or (b) the day Tenant actually takes possession of the Premises and begins to use the Premises for any or all of the Permitted Uses. The Premises are deemed available for Tenant's occupancy only when (i) Landlord substantially completes all of the Landlord’s Improvements (as defined in § 4.1) in accordance with the provisions of this Lease, with only Punchlist Items (as defined in § 4.3) excepted, (ii) Landlord provides Tenant with a copy of a Certificate of Completion issued by the project architect confirming that the Landlord’s Improvements are substantially completed in accordance with the Working Drawings approved by Tenant, (iii) Landlord provides Tenant with a copy of the Certificate of Occupancy for the Premises issued by the appropriate municipal authority, (iv) Landlord provides Tenant with a written certification of a registered engineer certifying that the Building HVAC system, as designed and constructed, satisfies the requirements of Exhibit C and that the air distribution system serving the Premises is properly balanced in accordance with the design intent, as set forth in Exhibit C and the Working Drawings, (v) Landlord provides Tenant with a copy of each other report, drawing, and record that is identified in Exhibit C and required before occupancy, and (vi) Landlord provides Tenant with the certificates of insurance that are required by § 8.2.

(b) Notwithstanding that Landlord meets all of the requirements set forth in the preceding paragraph for establishing the Date of Occupancy, the Date of Occupancy is not deemed to occur before the Completion Date set forth in § 4.3 unless Tenant actually takes possession of the Premises and begins to use the Premises for any or all of the Permitted Uses before the Completion Date. Tenant agrees to execute a letter to Landlord confirming the Date of Occupancy within ten business days after the Date of Occupancy has occurred.

3.3 Tenant's Entry before Term without Charge

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(a) With the prior approval of Landlord, Tenant may enter the Building and Premises before the Date of Occupancy without payment of any additional sums in order to install telephone equipment, cabling, furniture, and fixtures, and otherwise to prepare the Premises for occupancy by Tenant. Landlord must not withhold or delay such approval, provided that Tenant coordinates Tenant’s work with the construction of the Landlord’s Improvements and any other work being performed by Landlord in the Building so as not to interfere with or increase the cost of such work of Landlord or delay the Completion Date. As a condition of granting such approval, Landlord has the right to require that a representative of Landlord accompany Tenant and Tenant’s contractors, and Tenant agrees, on behalf of Tenant and Tenant’s contractors, to comply with any and all reasonable directions given by said representative of Landlord.

(b) In order to assist Tenant with Tenant’s preparation, move into, and occupancy of the

Premises, Landlord must provide Tenant and Tenant’s agents and contractors with all information concerning the Building’s structure, systems, utilities, equipment, and services that Tenant reasonably requests. Landlord must provide such information with reasonable promptness, whether before or after commencement of the Term.

4. IMPROVEMENTS BY LANDLORD

4.1 Landlord's Improvements

Landlord, at Landlord’s sole cost and expense (except as otherwise specifically provided in this Lease), furnishes all labor and materials necessary to construct the Premises and to make any and all improvements or alterations to the Building and exterior areas that the Schematic Space Plan attached as Exhibit B, the Specifications for the Premises attached as Exhibit C, and all other provisions of this Lease require. All alterations and improvements that Landlord makes in or about the Premises are the "Landlord's Improvements."

4.2 Working Drawings

(a) Landlord must cause to be prepared, at Landlord's sole cost and expense, working drawings (the Working Drawings) for the Premises in their entirety, including, without limitation, all of the existing conditions and all of the Landlord’s Improvements. The Working Drawings must fix and describe the location, dimensions, and character of the existing conditions and of the Landlord's Improvements, and conform in all respects to Exhibit B, Exhibit C, and all other provisions of this Lease. Without limiting the foregoing, each of the requirements designated “[x]” applies to the Working Drawings:

[ ] An architect, engineer, or both, licensed in the Commonwealth of

Massachusetts, as the applicable code requires or the applicable codes require, must prepare and stamp the Working Drawings.

(b) The Working Drawings must specifically include, at a minimum:

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[ ] Floor plans identifying room and corridor locations, column locations, partition layout, door and window locations, and structural modifications.

[ ] Electrical plans identifying all panels, devices, and power and telephone system, servers, and photocopiers.

[ ] Voice/data cabling plans identifying the location of all panels, devices, and voice/data outlets, and showing locations with reference to walls, closets, columns, and User Agency’s systems furniture telephone system, servers, printers, and photocopiers.

[ ] Security-system plans identifying the location of all system control panels, system entry-control devices, and all other devices and contacts.

[ ] Reflected ceiling plans identifying lighting, HVAC supply and return grilles, and fire-protection devices.

[ ] HVAC plans identifying the size and location of all equipment, piping, ductwork, supply and return grilles, convectors, and radiators.

[ ] Finish schedules and legend of materials, abbreviations, and symbols.

[ ] Fire-protection plans.

[ ] Plumbing plans.

[ ] Furniture plans identifying the location of the User Agency’s systems furniture with sufficient detail to enable identification of primary and secondary egress corridors.

(c) The Working Drawings are subject to the prior written approval of Tenant. Within

_________ weeks after Tenant delivers a fully executed copy of this Lease to Landlord, Landlord must submit the Working Drawings to Tenant with a transmittal letter (i) identifying the Premises and the User Agency, (ii) listing each document included in the Working Drawings that Landlord submits, and (iii) requesting Tenant’s approval of the Working Drawings. Within ten business days after receipt of the Working Drawings, Tenant must either approve the Working Drawings in writing or notify Landlord in writing of disapproval, specifying in what respects the Working Drawings are not in conformity with the requirements of this Lease. If Tenant fails to notify Landlord of disapproval within said time period, Tenant must be deemed to have approved the Working Drawings.

(d) If Tenant disapproves the Working Drawings, Landlord, within ten business days after notice of disapproval is given, must submit new or corrected Working Drawings to Tenant. Any resubmission is subject to Tenant’s review and approval in accordance with the procedure provided in this § 4.2 for an original submission until Tenant fully approves the Working Drawings. Upon Tenant's written full approval of the Working

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Drawings, the Working Drawings are deemed incorporated into and made a part of this Lease for all purposes.

(e) At all times, the Working Drawings must conform to good design practice, the requirements of Exhibits B and C, and all other provisions of this Lease. Without limiting the foregoing, Landlord must not make any change in the Working Drawings after Tenant approves the Working Drawings that in any manner reduces the utility, lowers the quality, or affects the appearance of all or any part of the Landlord’s Improvements, increases Tenant’s cost to use and occupy the Premises, or interferes with Tenant’s ability to use and occupy the Premises. Landlord must submit any proposed change in the Working Drawings to Tenant at least three business days before implementing such change. Any material change in the Working Drawings requires Tenant’s written approval, which approval is given only if the Working Drawings, as changed, remain in conformity with Exhibits B and C, good design practice, and all other provisions of this Lease. Landlord requests, and Tenant approves, any proposed change in the Working Drawings in accordance with the procedure provided in this § 4.2 for an original submission.

(f) Notwithstanding any other provision of this Lease, if Tenant requests any change to the

Working Drawings or to the Landlord’s Improvements that causes an increase in Rent or requires Tenant to pay any additional sum to Landlord or to Landlord’s contractors, Landlord must not make such change, and Tenant has no liability for any cost that Landlord or any other party incurs in connection with such change, unless and until Landlord and Tenant execute a written modification of this Lease, specifying such change and the additional rent or other payment that Tenant must make.

(g) It is understood and agreed that Landlord is fully and completely responsible for all aspects of the design, engineering, and construction of the Landlord’s Improvements, and for the compliance of the Landlord’s Improvements with all applicable codes including, without limitation, building, safety and accessibility codes, and with the provisions of Exhibit C. No comments on or approval by Tenant of the Working Drawings or any other advice or opinions provided by Tenant concerning the design or construction of the Landlord’s Improvements renders Tenant responsible for the design, engineering, or construction of the Landlord’s Improvements, or invests Tenant with any responsibility for defects or other Building conditions.

4.3 Completion Date; Tenant Delays; Standard for Substantial Completion

(a) Subject to Tenant Delays and any Force Majeure Event (as defined in § 15), Landlord must substantially complete all of the Landlord's Improvements and make the Premises available for Tenant's occupancy within _________ weeks after delivery of a fully executed counterpart of this Lease to Landlord (the Completion Date). If, at any time, it appears that this deadline will not be met, Landlord must notify Tenant immediately, in writing. Such notice must advise Tenant of each reason for delay and of the Landlord’s proposed new Completion Date. The Completion Date may only be modified with Tenant’s written agreement. If Tenant agrees in writing with Landlord’s proposed new Completion Date, or if Tenant and Landlord agree in writing on a new

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Completion Date, the agreed-upon date shall be deemed to be the new Completion Date.

(b) If a Force Majeure Event delays the Completion Date, then the Completion Date, as modified from time to time, must be extended by the actual number of days that a Force Majeure Event delays the Completion Date, but in no event can such extension of the Completion Date for Force Majeure Events exceed 150 days in the aggregate without Tenant’s written consent, which Tenant has the right to withhold for any reason or for no reason, in Tenant’s sole discretion.

(c) If the Completion Date is delayed due to a Tenant Delay, then the Completion Date, as extended from time to time, must be extended by the actual number of days that such Tenant Delay delays the Completion Date. For the purposes of this Lease, “Tenant Delay” means any delay in the Completion Date that is directly and primarily caused by any of the following acts or omissions of Tenant, provided such act or omission continues for a period of more than two business days after receipt of notice from Landlord that such act or omission is likely to cause a delay in the Completion Date:

(i) Tenant’s request for special work not included in the Working Drawings that

Tenant previously approved or that this Lease otherwise requires; or

(ii) Tenant’s request for a change in the Working Drawings that Tenant previously approved; or

(iii) Delays in the delivery, installation, or completion of any work that Tenant or

Tenant’s contractors perform; or

(iv) Any failure by Tenant to perform any of Tenant’s obligations under this Lease.

(d) Such notice must be sent to Tenant in an envelope bearing the following notice printed in bold-face all-uppercase type at least one-quarter inch high (28-point font):

NOTICE OF TENANT DELAY – OPEN

IMMEDIATELY

(e) The extension of the Completion Date for Tenant Delays is Landlord’s sole and exclusive remedy for Tenant Delays, notwithstanding the provisions of § 16.8 or any other provision of this Lease.

(f) The Landlord's Improvements are substantially complete for the purposes of this

Lease only when (i) Landlord performs the work in the Working Drawings approved by Tenant that Landlord is required to perform, including complete installation of all structural and mechanical elements, walls, partitions, windows, floor and ceiling coverings, wiring, fixtures, life-safety systems, decorations, paint, and exterior improvements, with only Punchlist Items excepted, (ii) Landlord makes the water

July 2020 Ten-Year Office Lease Page 15 supply, sewage, heating, ventilating, air conditioning, and electric facilities available to Tenant in accordance with the obligations that Landlord assumes under this Lease, and (iii) Landlord has caused the Premises to be free of debris and construction materials, in a usable and tenantable condition, and cleaned.

(g) Subject to Tenant Delays and Force Majeure Events only, Landlord must cause the

Landlord's Improvements to be completed in accordance with the Project Schedule annexed as Exhibit D. Landlord must keep Tenant apprised of the progress of the work that Landlord performs under this Lease. If there is any delay in the progress of the work of five days or more, Landlord must notify Tenant of such delay immediately, regardless of whether Landlord anticipates that such delay causes a delay in the Completion Date. Said notice must advise Tenant of all changes or adjustments in the Project Schedule, the cause of each change or adjustment, and the corrective efforts, if any, that Landlord has made, proposes to make, or both.

(h) If, for reasons other than Tenant Delays or a Force Majeure Event, Landlord does not substantially complete the Landlord's Improvements and make the Premises available for Tenant's occupancy by the Completion Date, as extended, and, notwithstanding Tenant’s termination of this Lease as provided in this § 4.3, Landlord must pay any and all costs, fees, and expenses that Tenant incurs as a result of such delay, including, without limitation, necessary additional moving and storage costs, expenses incurred to find other temporary space, and any cost difference between Tenant's Rent under this Lease and the rent that Tenant incurs during the period of delay by Landlord.

(i) If the Landlord's Improvements are not substantially completed within 60 days after the Completion Date, as extended for Tenant Delays, a Force Majeure Event, or otherwise by agreement of Landlord and Tenant, Tenant has, in addition to any other remedies available to Tenant under this Lease, at law, or in equity, the right to terminate this Lease by giving Landlord a written Notice of Termination, which right Tenant can exercise immediately or at any time after the expiration of said 60 days and without further notice. Such termination of this Lease by Tenant does not relieve Landlord of Landlord’s obligation to pay Tenant any and all costs, fees, and expenses that Tenant incurs as a result of Landlord's delay in making the Premises available for occupancy by Tenant, as provided in the preceding paragraph, and such termination does not limit any claim for damages to which Tenant is lawfully entitled by reason of Landlord's failure to perform Landlord’s obligations.

(j) Notwithstanding Tenant's consent to any extension of the Completion Date, Landlord must promptly complete all Punchlist Items, and in every event, Landlord must complete Punchlist Items no later than 30 days after the Date of Occupancy. For the purposes of this Lease, “Punchlist Items” means only minor and insubstantial details of decoration or mechanical adjustment that do not impair Tenant's ability to use and occupy the Premises in accordance with the provisions of this Lease. On or before the Date of Occupancy, Landlord and Tenant must conduct a walk-through of the Premises and must identify, in writing, all Punchlist Items that Landlord must complete.

(k) The construction of the Landlord's Improvements must be (i) coordinated with any work being performed by Tenant, provided that such coordination does not materially

July 2020 Ten-Year Office Lease Page 16 interfere with Landlord's construction schedule, delay the Completion Date, or increase the cost of the Landlord's Improvements, (ii) completed in accordance with the approved Working Drawings and in a good and workmanlike manner, (iii) performed and completed in compliance with all applicable laws, ordinances, codes, and regulations, and (iv) performed and completed at Landlord's sole expense, including the cost of all design work, materials, labor, and state and local permits. Approval by Tenant of any Working Drawings or changes in Working Drawings, whether expressly given or resulting from Tenant's inaction, must never be construed as a waiver of any of the requirements of this paragraph.

4.4 Tenant’s Representative, User Agency’s Representative, and Authorized Representative

Tenant designates the individuals named in § 1.1 respectively as Tenant's Representative and as User Agency’s Representative with respect to matters pertaining to the design and construction of the Landlord's Improvements. Tenant designates ________________________’s Representative as Authorized Representative, who has full power and authority to make decisions on behalf of Tenant with respect to matters pertaining to the design and construction of the Landlord's Improvements, except that Authorized Representative has no authority whatsoever to alter, waive, or modify any provision of this Lease, which must only be done in accordance with the provisions of § 16.2. Landlord must deliver the Working Drawings and any requests for changes or modifications to the Working Drawings to both Tenant's Representative and User Agency’s Representative. Authorized Representative or Authorized Representative’s successor must communicate to Landlord, in writing, Tenant's approval or disapproval of the Working Drawings and all other decisions relating to the design and construction of Landlord's Improvements, and Landlord must rely only upon written communications received from such individuals with respect to the design and construction of Landlord’s Improvements unless Tenant otherwise notifies Landlord in writing. Any other notice to Tenant authorized by this Lease shall be given in accordance with Article 14 of this Lease.

5. LANDLORD'S COVENANTS

5.1 Ownership; Signatory Authority; Debarment; Pending Proceedings; Changes

Landlord warrants and represents:

(a) Landlord has record title to the premises (or if this Lease is a sublease, Landlord warrants and represents that Landlord holds a current and valid lease of the premises) of which the Premises are a part, and that there are no encumbrances affecting the Premises or Building that would prohibit or interfere with the construction of the Landlord’s Improvements or the use of the Premises for the Permitted Uses (or the sublease of the Premises if this Lease is a sublease).

(b) Landlord’s name appears in this Lease exactly as Landlord’s name appears on

Landlord’s record title to the Premises if Landlord owns the Premises, or exactly as Landlord’s name appears in Landlord’s lease if this Lease is a sublease.

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(c) Landlord has full legal capacity to enter into this Lease.

(d) If Landlord is not a natural person or natural persons, but Landlord is, rather, a so-called “creature of the law” (e.g., a corporation, a general or limited partnership, a trust, a limited liability company, etc.), Landlord is validly organized and existing, Landlord is in good standing in the state, commonwealth, province, territory, or jurisdiction of Landlord’s organization, and Landlord is authorized and qualified to do business in the state, commonwealth, province, territory, or jurisdiction in which the Premises are located.

(e) The execution of this Lease is duly authorized, and each person executing this Lease on behalf of Landlord has full authority to do so and to fully bind Landlord.

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

(g) Landlord knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law-enforcement agency against or affecting Landlord or Landlord’s properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this Lease or Landlord's ability to carry out Landlord’s obligations.

(h) If the status of any warranty and representation by Landlord in this § 5.1 changes or ceases to be accurate during the Term, Landlord must notify Tenant in writing of each such change or cessation within ten business days after the occurrence of such change or cessation and must thereafter, within an additional ten business days, complete and submit to Tenant all commercially reasonable documentation that is necessary and appropriate to such change or cessation, all at no cost or expense to Tenant.

5.2 Delivery of Premises; Compliance with Law

Landlord warrants and represents:

(a) Landlord must deliver the Premises to Tenant in good, clean, safe, and occupiable condition, and otherwise in accordance with the provisions of this Lease, and that the construction of the Landlord’s Improvements and Building common areas to which Tenant has appurtenant rights, and the use of the Premises by Tenant for the Permitted Uses must be in full compliance with (i) all applicable overleases, (ii) all requirements of Landlord’s mortgages and insurance policies, (iii) all laws, ordinances, codes, and regulations (including, without limitation, those pertaining to accessibility for disabled persons) of governmental authorities with jurisdiction, and (iv) all regulations of the Board of Fire Underwriters or any similar insurance-rating body or bodies.

(b) Throughout the Term, Landlord must maintain the Premises in good, clean, safe, and occupiable condition, and otherwise in accordance with the provisions of this Lease, and the Landlord’s Improvements and Building common areas to which Tenant has appurtenant rights, and the use of the Premises by Tenant for the Permitted Uses must

July 2020 Ten-Year Office Lease Page 18 be in full compliance with (i) all applicable overleases, (ii) all requirements of Landlord’s mortgages and insurance policies, (iii) all laws, ordinances, codes, and regulations (including, without limitation, those pertaining to accessibility for disabled persons) of governmental authorities with jurisdiction, and (iv) all regulations of the Board of Fire Underwriters or any similar insurance-rating body or bodies.

(c) If, at any time, any governmental authority with jurisdiction or the Board of Fire

Underwriters or any similar insurance-rating body notifies Landlord or Tenant that all or any part of the Premises or Building is not constructed or maintained in compliance with any applicable law, ordinance, code, or regulation, and demands compliance, then Landlord, upon receipt of such notification, promptly must cause such repairs, alterations, or other work to be done so as to bring about the compliance demanded.

Landlord has the right to defer compliance so long as Landlord contests the validity of any such law, order, or regulation in good faith and by appropriate legal proceedings, provided that such failure to comply must not in any way interfere with Tenant's use of the Premises for the Permitted Uses, subject Tenant or Tenant’s employees or invitees to any increased risk of injury to their persons or property, adversely affect any other right of Tenant under this Lease, or impose any additional obligation upon Tenant.

5.3 Quiet Enjoyment

(a) Landlord warrants and covenants that as long as there is no Event of Default (as defined in § 9.1) by Tenant under this Lease, Tenant must have peaceful and quiet use and possession of the Premises without hindrance or interruption on the part of Landlord or any other person for whose actions Landlord is legally responsible, or by any person claiming by, through, or under Landlord.

(b) At reasonable times and without unreasonably interfering with Tenant's use, occupancy, and enjoyment of the Premises, Landlord and Landlord’s agents have the right to enter the Premises to make repairs or to view the Premises. Landlord must give Tenant a minimum notice of 48 hours for such visits (Landlord has the right to give such notice by telecopier (fax), or by email to LeasingForms.DCAMM@mass.gov, in the case of minor repairs taking one day or less to complete, or in the case of viewing the Premises); provided, however, that Landlord has the right to enter the Premises at any hour and without the 48-hour notice in the case of an emergency affecting the Premises.

(c) Landlord has the right to enter for the purpose of showing the Premises to prospective tenants only during the last six months of the Term. Landlord must notify Tenant (Landlord has the right to give such notice by telecopier (fax), or by email to LeasingForms.DCAMM@mass.gov, at least 24 hours before showing the Premises to prospective purchasers, tenants, or other parties.

5.4 Correction of Defective Work; Repair of Premises and Building

(a) During the Term, Landlord must promptly correct, repair, or replace any defective aspects of the Landlord's Improvements of which Landlord becomes aware after the Date of Occupancy (Latent Defects).

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(b) Subject to Landlord's obligation to correct Latent Defects, Landlord must keep and maintain the Premises, including, without limitation, all equipment and fixtures that Landlord furnishes as part of the Landlord’s Improvements (whether located within or outside of the Premises) in such good repair, order, and condition as the same are in at the beginning of the Term, reasonable wear and tear, damage that fire or other casualty causes (except as provided in § 7.1), and damage that Tenant’s negligence, Tenant’s breach of this Lease, or Tenant’s willful misuse causes excepted. Without limiting the foregoing, but subject to any additional or limiting provisions of Exhibit C, Landlord’s obligations include repair of broken glass, doors, floor coverings, interior walls and partitions, ceiling tiles, plumbing and lighting fixtures, locks, fire protection equipment, heating, ventilation, and air conditioning equipment, and cabling. Landlord must make such repairs to the roof, foundation, exterior walls, floor slabs, and common areas and facilities of the Building, including finishes, as are necessary to keep them in good condition.

(c) Landlord must make routine repairs, corrections, and replacements to the Premises, to any of the Landlord’s Improvements outside of the Premises, or to any other portion of the Building within five business days after Landlord discovers or Tenant notifies Landlord or Landlord’s authorized representative of the condition requiring repair, correction, or replacement, or within such shorter time period as applicable law, code, or regulation requires. A routine repair, correction, or replacement is any repair, correction, or replacement that is not an emergency repair, correction, or replacement as defined in § 5.4 (d).

(d) Landlord must make emergency repairs, corrections, and replacements to the

Premises, to any of the Landlord’s Improvements outside of the Premises, or to any other portion of the Building immediately upon Landlord’s discovery of or Tenant’s notice to Landlord or to Landlord’s authorized representative of the condition requiring repair, correction, or replacement. An emergency repair, correction, or replacement is any repair, correction, or replacement that is required to remove an immediate threat to the life, health, or safety of any person or property upon the Premises or the appurtenant areas described in § 2.1.

(e) Landlord must complete all repairs, corrections, and replacements (i) at Landlord's sole cost and expense, except as provided by this § 5.4, (ii) in a good and workmanlike manner, (iii) with respect to repairs, corrections, and replacements of the Premises and the Landlord’s Improvements only, with materials of equal or better quality than the original, and (iv) in compliance with all applicable laws, ordinances, codes, and regulations.

(f) In (i) scheduling and carrying out the repairs that this Lease requires, (ii) making any optional repairs, alterations, or improvements to the Building or Premises, and (iii) performing routine maintenance of Building systems, fixtures, or equipment, Landlord must make all reasonable efforts to minimize interference with Tenant’s access to and use of the Premises. If any such repairs or maintenance by Landlord causes Tenant to be deprived of the use or quiet enjoyment of all or a material portion of the Premises for a period of more than two consecutive business days, Rent for each succeeding day

July 2020 Ten-Year Office Lease Page 20 must be abated in proportion to the deprivation unless said repairs or maintenance are required due to damage caused by the negligence, breach of this Lease, or willful misconduct of Tenant or Tenant’s agents or contractors.

5.5 Delivery of Services and Utilities

Landlord must furnish janitorial and other services, utilities, facilities, and supplies, as set forth in Exhibit C, at its sole cost and expense.

From time to time, Tenant may request, in writing, that Landlord furnish additional janitorial or other services, utilities, facilities or supplies for the Premises (Additional Services). Upon its receipt of such a request, Landlord will provide Tenant with an estimated cost for the requested Additional Services. If Tenant notifies Landlord in writing of Tenant’s approval of the estimated cost of the Additional Services, Landlord must promptly cause the Additional Services to be provided. Upon completion of the Additional Services, Landlord must send to Tenant an invoice for the lesser of (i) the actual costs of the Additional Services, or (ii) the estimated cost of the Additional Services. Tenant must pay the invoice amount to Landlord within 45 days after Tenant’s receipt of the invoice, as additional rent.

5.6 Hazardous Substance

(a) Landlord represents that Landlord has no knowledge of, and has not received any notice of, the current or past existence of any material, currently considered to be a Hazardous Substance, that is existing, deposited, or discharged on or from, or transported to, from, or across, or migrating toward or across the Premises, the Building, or the land upon which the Building is located. For purposes of this Lease, Hazardous Substance means (i) any “hazardous substance,” “hazardous material,” “toxic substance,” “hazardous waste,” “hazardous pollutant,” or “toxic pollutant,” oil, asbestos, urea formaldehyde foam insulation, or “solid waste,” as presently defined or otherwise denominated as hazardous, toxic, or a pollutant or a special waste in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as modified from time to time (42 U.S.C. 9601 et seq.) (CERCLA), the regulations promulgated under CERCLA, and the Hazardous Materials Transportation Act (49 U.S.C. 1801 et seq.); (ii) any additional substance or material that is incorporated in or added to the definition of “hazardous substance” for the purposes of such laws; (iii) a substance listed in the United States Department of Transportation Table (49 CFR 172.101, as modified) or by the Environmental Protection Agency (or any successor agency) as a hazardous substance (40 CFR Part 302, as modified); (iv) any hazardous waste or solid waste, as defined in the Resource Conservation and Recovery Act of 1976, as modified by the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C.A.

6901 et seq.); (v) any material, waste, or substance that is (A) petroleum, (B) asbestos or an asbestos-containing material, (C) polychlorinated biphenyls, (D) urea-formaldehyde (UFFI) or UFFI-containing material, (E) radon, (F) designated as a “hazardous substance” pursuant to § 311 of the Clean Water Act (33 U.S.C. 1251 et seq.), or listed pursuant to § 307 of the Clean Water Act (33 U.S.C. 1317); (G) flammable explosive; or (H) radioactive material; and (vi) any additional substance or material that is considered to be a “hazardous substance,” “hazardous material,” “toxic substance,” “hazardous waste,” “solid waste,” or regulated substance or material

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(including, without limitation, any asbestos-containing material) under any state, federal, or local law, rule, or regulation governing health, safety, natural resources, or the environment relating to the Premises, the Building, or the land upon which the Building is located, including, without limitation, G. L. c. 21E (being the Massachusetts Oil and Hazardous Materials Release and Prevention Act) and the definitions of oil and/or hazardous material promulgated thereunder, G. L. c. 21C, Title 5 of the State Environmental Code, G. L. c. 111, 150A, and any hazardous and inflammable substance regulated under G. L. c. 148. Each reference in this Lease to law, a rule, a regulation, etc., whether specific or general, is to law, a rule, a regulation, etc., that is currently in effect, as modified or supplemented.

(b) Landlord agrees that Landlord must not cause or permit any Hazardous Substance to be used, generated, stored, or disposed of on, under, or about, or transported to, from, or across the Premises, the Building, or the land upon which the Building is located, or to migrate toward the Premises, the Building, or the land upon which the Building is located, provided, however, that this does not (i) prohibit Landlord from permitting other tenants of the Building from using any Hazardous Substance subject to the same provisions that are applicable to Tenant, or (ii) prohibit Landlord and Landlord’s contractors from using necessary amounts of cleaning fluids, pesticides, gasoline, solvents, or similar supplies necessary to carry out Landlord’s construction, repair, and maintenance obligations under this Lease, any of which constitutes a Hazardous Substance, provided that such use, including storage and disposal, by Landlord is in compliance with the manufacturers’ instructions and recommendations for the safe use of such products, and with all laws, rules, regulations, judgments, decrees, orders, licenses, permits, authorizations, agreements, and other restrictions or requirements of governmental authorities relating to the environment, safety, or any Hazardous Substance.

(c) Landlord must promptly take or cause others to take all actions that are necessary to assess, remove, and/or remediate each Hazardous Substance that is on, under, or migrating toward the Premises, Building, or land upon which the Building is located (unless generated by Tenant), as and to the extent required by all laws, rules, regulations, judgments, decrees, orders, licenses, permits, authorizations, agreements, and other restrictions or requirements of governmental authorities relating to the environment or any Hazardous Substance. Landlord must also take all actions required to prevent such Hazardous Substance from causing injury or damage to Tenant and Tenant’s employees, agents, contractors, and invitees, or if injury or damage cannot be prevented, to minimize such injury or damage to the greatest extent possible.

(d) Landlord must indemnify, save harmless, and defend, under the direction of the

Attorney General of the Commonwealth of Massachusetts in accordance with G. L. c.

12, § 3, Tenant from all liability, claim, or cost (including reasonable costs of legal counsel and response costs as defined under CERCLA) resulting directly or indirectly from any Hazardous Substance (i) on or under the Premises, the Building, or the land upon which the Building is located before the Date of Occupancy, or (ii) after such date with respect to any Hazardous Substance that Landlord, Landlord’s employees, agents, independent contractors, or invitees (that include, for the purposes of this §

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5.6, any other tenant of the Building, but only if Landlord knowingly permits such tenant to carry out activities involving a Hazardous Substance in breach of Landlord’s obligations in this § 5.6) release(s) or place(s) on or under the Premises, the Building, or the land upon which the Building is located. This indemnity survives termination of this Lease. Promptly upon discovery, Tenant must notify Landlord in writing of any facts or circumstances that give rise to any claim by Tenant.

6. TENANT'S COVENANTS

6.1 Use of Premises

(a) Tenant must use the Premises only for the Permitted Uses set forth in § 1.1, provided, however, that Tenant has the right to use the Premises for other purposes if such use

(i) is compatible with the other uses of the Building, (ii) does not materially increase the amount of visitor or employee traffic to and from the Premises, (iii) does not materially increase Landlord’s cost to provide the services (including, without limitation, repairs and maintenance of the Premises and Building) that this Lease requires or any other services currently provided to tenants of the Building, and (iv) is otherwise compatible with all other obligations of Tenant under this Lease.

(b) Tenant must not cause or permit any nuisance in the Building and must not conduct any activity within the Premises or Building that interferes with the rights of other tenants or occupants of the Building.

(c) Tenant…