<PAGE>
Exhibit 10.5
PARK SQUARE BUILDING COMMERCIAL LEASE
THIS INSTRUMENT IS A LEASE, dated as of March 3, 2000, in which the LESSOR
and LESSEE are the parties hereinafter named, and which relates to space in
the building (the "Building") located at 31 Saint James Avenue, Boston,
Massachusetts 02116. The parties to this instrument hereby agree with each
other as follows:
1. BASIC LEASE
PROVISIONS: The following set forth basic data and, where appropriate,
constitute definitions of the terms hereinafter listed.
A. BASIC DATA.
LESSOR: OMV Associates Limited Partnership
LESSOR'S Address: c/o Capital Properties Management,
Inc., 31 Saint James Avenue, Boston, MA 02116
LESSEE: Inso Corporation, Inc., a Delaware corporation.
LESSEE'S Original Address: 31 St. James Avenue, Boston,
MA 02116
LESSEE'S Notice Address (Section 20): Premises
Basic Rent:
Area A Area B Annual Rent
----------------------------------------------
Year 1 $22.50 $27/sf $266,449.50
Year 2 $22.50 $27/sf $266,449.50
Year 3 $22.50 $28/sf $271,955.50
Year 4 $22.50 $29/sf $277,461.50
Year 5 $22.50 $29/sf $277,461.50
As the same may be adjusted and/or abated.
Premises Rentable Area: Agreed to be 10,741 square feet
located on the third floor of the Building consisting of
Area A (5,235 rentable square feet) and Area B (5,506
rentable square feet.)
Permitted Uses: Office use and to the extent permitted
by applicable law (including, without limitation, applicable
zoning ordinances), LESSEE may use the Premises for the
creation of computer software, so-called and the use of
software reproduction machines in that process.
Escalation Factor: 2.54%, as computed in accordance
with the Escalation Factor Computation.
Construction Completion Date: Upon substantial
completion of LESSOR'S Work, approximately May 1, 2000.
Initial Term: Five years commencing on the Area A
Commencement Date and expiring at the close of the day
immediately preceding the fifth anniversary of the Area A
Commencement Date, except that if the Area A Commencement
Date shall be other than the first day of a calendar month,
the expiration of the Initial Term shall be at the close of
the day on the last day of the calendar month on which such
anniversary shall fall.
Security Deposit: None.
<PAGE>
EXHIBIT 10.5
Base Operating Expenses: The actual Operating Expenses
for the calendar year commencing January 1, 2000 and ending
December 31, 2000.
Base Taxes: The actual Taxes for the Tax Year
commencing July 1, 1999 and ending June 30, 2000.
Electricity Cost: $1.50/sf per year payable to LESSOR.
Broker: None
B. ADDITIONAL DEFINITIONS.
Agent: Capital Properties Management, Inc., 31 St.
James Avenue, Boston, Massachusetts 02116.
Business Days: 8:00 a.m. - 6:00 p.m. Monday through
Friday and Saturday 9:00 a.m. through 1 p.m. except New
Year's Day, President's Day, Patriot's Day, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving Day, Christmas Day (and the following Monday
when any such day occurs on Sunday). Unless specifically
referred to herein as Business Days, all references in this
Lease to "days" shall mean calendar days.
Area A Commencement Date: Upon Lease Execution.
Area B Commencement Date: The day following the
Construction Completion Date.
Escalation Factor Computation: Premises Rentable Area
divided by 95% of building rentable area (445,765 square
feet).
Guarantor: None
Initial Public Liability Insurance: $1,000,000.00 per
occurrence (combined single limit) for property damage,
personal injury or death.
LESSOR'S Work: As defined in Section 26.
LESSOR'S Plans: As defined in Section 26.
Premises: A portion of the Building as shown on Exhibit
A attached hereto.
2. PREMISES A portion of the building owned by LESSOR consisting of
approximately 10,741 SQUARE FEET OF RENTABLE AREA ON THE
THIRD FLOOR OF THE BUILDING AND SUBSTANTIALLY KNOWN AS SUITE
350 on the plan attached hereto as "Exhibit A" (the
"Premises") together with the right to use in common, with
others entitled thereto, the hallways, stairways, and
elevators, necessary for access to said Premises, and
lavatories nearest thereto.
3. TERM The term of this lease shall be for five years commencing on
the Area A Commencement Date.
2
<PAGE>
4. BASIC The LESSEE shall pay to the LESSOR rent at the rate
RENT described in Section 1 of this Lease, payable in advance on
the first day of each month commencing without deduction or
set off on the Area A Commencement Date. Rent shall be
abated for Area B for the time from the Area A Commencement
Date to the Area B Commencement Date.
5. SECURITY
DEPOSIT Deleted.
6. ADDITIONAL A. TAX. If, in any tax year, the real estate taxes on the
RENT land and buildings, of which the Premises are a part, are in
excess of the amount of the Base Taxes, as finally abated
(hereinafter called the "Base Year"), LESSEE will pay to
LESSOR, as additional rent hereunder, when and as designated
by notice in writing by LESSOR, the amount of the excess
multiplied by the Escalation Factor. If the LESSOR obtains
an abatement of any such excess real estate tax, a
proportionate share of such abatement, less the reasonable
fees and costs incurred in obtaining the same, if any, shall
be refunded to the LESSEE.
B. OPERATING. If, in any calendar year, the Operating
Expenses for the Property of which the Premises are a part,
are in excess of the amount of the Base Operating Expenses,
LESSEE will pay to LESSOR, as additional rent hereunder,
when and as designated by notice in writing by LESSOR, the
amount of the excess multiplied by the Escalation Factor.
Operating expenses are defined for the purposes of this
agreement as: The aggregate costs or expenses reasonably
incurred by LESSOR with respect to the operation,
administration, cleaning, repair, maintenance and management
of the premises including, without limitation, those items
enumerated in "Exhibit C" attached hereto. LESSOR agrees to
provide LESSEE with a reasonably detailed statement of
Actual Operating Expenses within 270 days after the end of
each Fiscal Year. Any such accounting by LESSOR shall be
binding and conclusive upon LESSEE unless within sixty (60)
days after that giving by LESSOR of such accounting, LESSEE
shall notify LESSOR that LESSEE disputes the correctness of
such accounting, specifying the particular respects in which
the accounting is claimed to be incorrect.
C. PAYMENT. At LESSOR'S option, payment of Additional Rent
shall be on a monthly basis based on LESSOR'S good faith
estimate of the Tax and Operating Expenses for the following
year.
D. AUDIT. In the event LESSEE elects to audit LESSOR'S
statement of Operating Expenses or statement of Taxes in
accordance with this clause, such audit must be (i)
conducted by an independent nationally recognized accounting
firm that is not being compensated by LESSEE on a
contingency fee basis, and (ii) completed within sixty (60)
days following LESSEE'S notice disputing the correctness of
the statement of Operating Expenses. Furthermore, all of the
information obtained through the LESSEE'S audit with respect
to financial matters (including, without limitation, costs,
expenses, income) and any other matters pertaining to the
LESSOR and/or the Property as well as any compromise,
settlement, or adjustment reached between LESSOR and LESSEE
relative to the results of the audit shall be held in strict
confidence by LESSEE and its officers, agents, and
employees; and LESSEE shall cause its auditor and any of its
officers, agents, and employees to be similarly bound. As a
condition precedent to LESSEE'S exercise of its right to
audit, LESSEE must deliver to LESSOR a signed
confidentiality agreement from the auditor (in form
acceptable to LESSOR) reached between LESSOR and LESSEE
shall be held in strict confidence and shall not be revealed
in any manner to any person except upon the prior written
consent of
3
<PAGE>
LESSOR. LESSEE understands and agrees that this provision is
of material importance to the LESSOR and that any violation
of the terms of this provision shall result in immediate and
irreparable harm to the LESSOR. LESSOR shall have all rights
allowed by law or equity if LESSEE, its officers, agents, or
employees and/or the auditor violate the terms of this
provision, including, without limitation, the right to
terminate LESSEE's right to audit.
7. UTILITIES The LESSEE shall pay LESSOR for electricity in accordance
with Section 1 of this Lease. The LESSOR agrees to provide
electricity in the amount of 5 watts per square foot and all
other utility service and to furnish reasonably hot and cold
water and reasonable heat and air conditioning to the
Premises, the hallways, stairways, elevators, and lavatories
during normal building business hours on regular business
days of the heating and air conditioning seasons of each
year, to furnish elevator service and to light passageways
and stairways during business hours, and to furnish such
cleaning service as is customary in similar buildings in
Boston, Massachusetts, all subject to interruption due to
any accident, to the making of repairs, alterations, or
improvements, to labor difficulties, to inability to obtain
fuel, electricity, service, or supplies from the sources
from which they are usually obtained for said building, or
to any cause beyond the LESSOR'S control. The cost for non-
business hours heating, ventilating and air conditioning
service shall be $40.00 per hour (or a fraction thereof.)
LESSEE shall have access to the Premises twenty-four hours
per day, seven days per week, fifty two weeks per year.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within the
premises as of the commencement date of this lease. In the
event LESSEE requires additional utilities or equipment, the
installation and maintenance thereof shall be the LESSEE'S
sole obligation, provided that such installation shall be
subject to the written consent of the LESSOR.
8. USE OF The LESSEE agrees to use the Premises in a manner consistent
LEASED with the nature of the building and consistent with the
PREMISES other LESSEES in the building. The LESSEE shall use the
Premises only for the purpose of listed in Section 1 of this
Lease.
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be
WITH LAWS conducted in the Premises or use made thereof which will be
unlawful, improper, noisy or offensive, or contrary to any
law or any municipal by-law or ordinance in force in the
city or town in which the Premises are situated. LESSEE
agrees to comply with all such laws. LESSOR makes no
representation that uses contemplated by the LESSEE are
permitted by law.
10. FIRE The LESSEE shall not permit any use of the Premises which
INSURANCE will make voidable any insurance on the property of which
the Premises are a part, or on the contents of said property
or which shall be contrary to any law or regulation from
time to time established by the New England Fire Insurance
Rating Association, or any similar body, succeeding to its
powers. Nor shall LESSEE cause or permit the storage, use,
generation, release or disposition of any hazardous
materials in, on or about the property by LESSEE, its
agents, employees or contractors. LESSEE will not permit the
Premises to be used or operated in a manner that may cause
the Premises or the Property to be contaminated by any
hazardous materials in violation of any hazardous materials
laws. LESSEE will immediately advise LESSOR in writing of
(1) any and all enforcement, cleanup, remedial, removal, or
other governmental or regulatory actions instituted,
completed, or threatened pursuant to any hazardous materials
laws relating to any hazardous materials affecting the
Premises; and (2) all claims made or threatened by any third
party against LESSEE, LESSOR, the Premises or the Property
relating to
4
<PAGE>
damage, contribution, cost recovery, compensation, loss or
injury resulting from any hazardous materials on or about
the Premises. Without LESSOR'S prior written consent, LESSEE
will not take any remedial action or enter into any
agreement or settlements in response to the presence of any
hazardous materials in, on, or about the Premises.
LESSEE will be solely responsible for and will defend,
indemnify and hold LESSOR, its agents, and employees
harmless from and against all claims, costs, expenses,
damages, and liabilities, including employees harmless from
and against all claims, costs expenses, damages and
liabilities, including attorneys' fees and costs, arising
out of or in connection with LESSEE'S breach of its
obligations in this Section 10. LESSEE will be solely
responsible for and will defend, indemnify, and hold LESSOR,
its agents, and employees harmless from and against any and
all claims, costs, and liabilities, including attorneys'
fees and costs, arising out of or in connection with the
removal, cleanup and restoration work and materials
necessary to return the Premises and any other property of
whatever nature located on the Property to their condition
existing prior to the appearance of LESSEE'S hazardous
materials on the Premises. LESSEE'S obligations under this
Section 10 will survive the expiration or other termination
of this Lease.
The LESSEE shall not use the Premises in any way which will
cause an extra insurance premium. However, in the event that
LESSEE does so, the LESSEE shall, on demand, reimburse the
LESSOR, and all other lessees, all extra insurance premiums
caused by the LESSEE'S use of the Premises.
11. MAINTENANCE The LESSEE agrees to maintain the Premises, in good
OBLIGATIONS condition, damage by fire and other casualty only excepted,
and whenever necessary, to replace plate glass and other
glass therein.
A. LESSEE'S OBLIGATIONS. The LESSEE shall not permit the
Premises to be overloaded, damaged, stripped, or defaced,
nor suffer any waste. LESSEE shall obtain written consent of
LESSOR before erecting any sign on the Premises. The LESSEE
shall keep and maintain the Premises in good order and
repair, reasonable wear and tear and fire or other casualty
excepted, at its own expense except such repairs which are
necessary due to the acts or negligence of LESSOR, its
agents or employees. The LESSOR shall at LESSEE'S expense
and upon LESSEE's request, furnish and install all
replacement lamps, lighting tubes, bulbs and ballast's which
may be required in the Premises during the terms hereof.
B. LESSOR'S OBLIGATIONS. The LESSOR agrees to maintain the
common areas, the mechanical and plumbing and electrical
systems serving the building and the Premises and the
structure of the building of which the Premises are a part
in the same condition as it is at the commencement of the
Term or as it may be put in during the Term of this Lease,
reasonable wear and tear, damage by fire and other casualty
only excepted, unless such maintenance is required because
of the LESSEE or those for whose conduct the LESSEE is
legally responsible.
LESSOR shall never be liable for any failure to make repairs
unless LESSEE has given notice to LESSOR of the need to make
such repairs and LESSOR has failed to commence to make such
repairs within a reasonable time after receipt of such
notice, or fails to proceed with reasonable diligence to
complete such repairs.
12. ADDITIONS & The LESSEE shall not make structural alterations or
ALTERATIONS additions to the Premises or the building's systems, but may
make non-structural alterations provided the LESSOR
5
<PAGE>
consents thereto in writing, which consent shall not be
unreasonably withheld or delayed. LESSEE may make non-
structural additions which cost less than $10,000 without
LESSOR'S approval. All such allowed alterations shall be at
LESSEE'S expense and shall be in quality at least equal to
the present construction. LESSEE shall not permit any
mechanics' liens, or similar liens, to remain upon the
Premises for labor and material furnished to LESSEE or
claimed to have been furnished to LESSEE in connection with
work of any character performed or claimed to have been
performed at the direction of LESSEE and shall cause any
such lien to be released of record forthwith without cost to
LESSOR. If such lien is not discharged within ten (10) days
after LESSOR gives LESSEE notice of such filing of such
lien, LESSEE shall (i) either provide a bond to release such
lien in an amount of 150% of the amount thereof with
sureties and otherwise in a form and substance reasonably
satisfactory to LESSOR or (ii) furnish LESSOR, within such
ten (10) day period, security satisfactory to LESSOR in the
amount of 150% of the claim plus estimated costs to
discharge the lien. Any alterations or improvements made by
the LESSEE shall become the property of the LESSOR at the
termination of occupancy as provided herein.
13. ASSIGNMENT The LESSEE shall not assign or sublet the whole or any part
& SUBLEAS- of the Premises without LESSOR'S prior written consent, such
ING consent shall not be unreasonably withheld, or delayed in
any event more than thirty (30) business days after the
information set forth in paragraph 13(a) below has been
provided. Notwithstanding such consent, LESSEE shall remain
liable to LESSOR for the payment of all rent and for the
full performance of the covenants and conditions of this
lease. If SUBLESSEE or ASSIGNEE is paying rent at an amount
greater than in this agreement, fifty percent (50%) over the
amount over shall be due to LESSOR. No assignment or
sublease shall release LESSEE from, and LESSEE shall remain
fully liable for, performance of LESSEE'S obligations under
the lease. LESSEE shall not sublease or assign to a current
or prospective tenant of the Building. Prospective tenants
are those tenants who have been introduced to the Property
within thirty (30) days of the sublease or assignment
proposal or any tenant in negotiation with LESSOR. LESSEE
shall not sublease or assign to any tenant whereby the
sublessee or assignees use violates the exclusive use or is
the same as the predominant use of any tenant at the
Property.
(a) Submission of Information. If LESSEE requests LESSOR'S
-------------------------
consent to a specific assignment or subletting, LESSEE
will submit in writing to LESSOR (a) the name and
address of the proposed assignee or subtenant; (b) the
business terms of the proposed assignment or sublease;
(c) reasonably satisfactory information as to the
nature and character of the business of the proposed
assignee or subtenant, and as to the nature of its
proposed use of the space; (d) banking, financial, or
other credit information reasonably and character of
the proposed assignee or subtenant; (e) the proposed
form of assignment (including lease assumption
provisions) or sublease; and (f) any other information
reasonably required by Landlord. Notwithstanding any
provision to the contrary contained herein, for so
long as LESSEE (as specified in Section 1 above) shall
remain liable to LESSOR for the payment of all rent and
the full performance of the covenants and conditions of
the Lease, LESSOR shall not withhold its consent to any
assignment or subleasing based on the financial
condition of any proposed assignee or sublessee unless,
prior to such assignment or sublease, there shall have
been a change in control of LESSEE.
(b) Permitted Transfer. LESSOR consents to an assignment of
------------------
this Lease or sublease of all or part of the Premises
to a wholly-owned subsidiary of LESSEE or the parent of
LESSEE or to any corporation into or with which LESSEE
may be merged or consolidated; provided that (a) LESSEE
promptly provides LESSOR with a fully executed copy of
such assignment or sublease; (b) LESSEE is not
6
<PAGE>
(c) released from liability under this Lease and (c) the
assignee assumes in writing all of the obligations of
LESSEE under this Lease
14. SUBORDINA- This Lease shall be subject and subordinate to any and all
TION mortgages, deeds of trust and other instruments in the
nature of a mortgage, now or at any time hereafter, a lien
or liens on the property of which the Premises are a part
and the LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be necessary to
show the subordination of this lease to said mortgages,
deeds of trust or other such instruments in the nature of a
mortgage. LESSOR hereby acknowledges that the Basic Rent and
the Rent credit (as defined in Section 35) provided for in
this Lease constitute the primary consideration for LESSEE's
agreement to enter into this Lease and that LESSEE is
entitled to receive the benefit of such provisions for the
full term of this Lease pursuant to the applicable terms of
this Lease. It shall, therefore, be a condition of LESSEE's
obligations under this Lease that the LESSOR use best
efforts to obtain a non-disturbance agreement reasonably
satisfactory to Lessee from LESSOR's current mortgage lender
within forty-five (45) days after the execution of this
Lease. Such non-disturbance agreement must fully accept the
terms of this Lease and must not contain any carve-outs
which would negate the Rent Credit provision. In the event
that, despite using such efforts, the LESSOR is unable to
obtain a non-disturbance agreement in such forty-five day
period, then, upon request from the LESSOR prior to the
expiration of such time period, LESSEE will not unreasonably
withhold its consent to an extension period of an additional
forty-five (45) days. If LESSOR fails to deliver such non-
disturbance agreement prior to the end of such period of
time, as the same may be extended, then, at LESSEE's option,
either (a) LESSEE may continue to grant LESSOR additional
extensions of time or (b) LESSOR shall, upon demand by
LESSEE at the expiration of any extension period granted
hereunder, pay to LESSEE, a cash sum in the amount of the
then remaining Rent Credit and, thereafter, the provisions
of Section 35 shall be null and void.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable times
ACCESS and with reasonable notice, enter to inspect the Premises;
exhibit the Premises to prospective purchasers, lenders or
tenants; determine LESSEE'S compliance with the Lease;
remove placards and signs not approved and affixed as herein
provided, and make repairs and alterations to the Premises
and Property as LESSOR should elect to do, provided that
such actions do not materially interfere with LESSEE'S use
of the Premises.
16. INDEMNIFI- LESSEE shall save LESSOR harmless, and shall exonerate and
CATION AND indemnify LESSOR, from and against any and all claims,
LIABILITY liabilities or penalties asserted by or on behalf of any
person, firm, corporation or public authority:
(i) on account of or based upon any injury to person, or
loss of or damage to property sustained or occurring
or emanating from the Premises on account of or based
upon the act, omission, fault, negligence or
misconduct of any person except LESSOR, its Agents or
their employees;
(ii) on account of or based upon any injury to person, or
loss or damage to property, sustained on or occurring
elsewhere (other than on the Premises) in or about the
Property (and, in particular, without limitation, the
elevators, stairways, public corridors, sidewalks,
parking areas, concourses, arcades, approaches,
areaways, roof, or other appurtenances and facilities
used in connection with the Property or the Premises)
arising out of the use or occupancy of the Property or
Premises by the LESSEE or by any person claiming by,
through or under LESSEE, except where such injury,
loss or
7
<PAGE>
damage was caused by the negligence, fault or
misconduct of LESSOR, its Agents or their employees;
and in addition to and not in limitation of either of
the foregoing subdivisions (i) and (ii);
(iii) on account of or based upon (including moneys due on
account of) any work or thing whatsoever done (other
than by LESSOR or its contractors, or agents or
employees or either) on the Leased Premises; and, in
respect of any of the foregoing, from and against all
costs, expenses (including reasonable attorneys' fees),
and liabilities incurred in or in connection with any
such claim, or any action or proceeding brought
thereon; and in case any action or proceeding be
brought against LESSOR by reason of any such claim.
LESSEE upon notice from LESSOR shall at LESSEE'S
expense resist or defend such action or proceeding and
employ counsel therefore reasonably satisfactory to
LESSOR, it being agreed that such counsel as may act
for insurance underwriters of LESSEE engaged in such
defense shall be deemed satisfactory.
17. LESSEE'S The LESSEE shall maintain with respect to the Premises and the
LIABILITY Property of which the Premises are a part commercial general
INSURANCE liability insurance in the amount of $1,000,000 with property
damage insurance in limits of $1,000,000 and Workers
Compensation insurance insuring against and satisfying LESSEE'S
obligations and liabilities under the Workers Compensation Laws
of Massachusetts, in responsible companies qualified to do
business in Massachusetts and in good standing therein insuring
the LESSOR as well as LESSEE against injury to persons or
damage to property as provided. LESSEE agrees to increase
limits as LESSOR'S mortgagee reasonably requires. The LESSEE
shall deposit with the LESSOR certificates for such insurance
at or prior to the commencement of the Term, and thereafter
within thirty (30) days prior to the expiration of any such
policies. All such insurance certificates shall provide that
such policies shall not be canceled without at least ten (10)
days prior written notice to each assured named therin.
18. FIRE, Should a substantial portion of the Premises, or of the
CASUALITY, property of which they are a part, be substantially damaged by
EMINENT fire or other casualty, or be taken by eminent domain, the
DOMAIN LESSOR may elect to terminate this lease. When such fire,
casualty, or taking renders the Premises substantially
unsuitable for their intended use, a just and proportionate
abatement of rent shall be made, and the LESSEE may elect to
terminate this lease if:
(a) The LESSOR fails to give written notice within thirty (30)
days of the event of its intention to restore Premises, or
(b) The LESSOR fails to restore the Premises to a condition
substantially suitable for their intended use within
ninety (90) days of said fire, casualty or taking, as such
date may be extended ninety (90) days if LESSOR is
diligently working to restore the Premises and extended an
additional ninety (90) days for force majeure. LESSOR
reserves, and the LESSEE grants the LESSOR, all rights
which the LESSEE may have for damages or injury to the
Premises for any taking by eminent domain, except for
damage to the LESSEE'S fixtures, property, or equipment.
19. DEFAULT A) In the event that:
AND
BANKRUPTCY (i) The LESSEE shall default in the payment of any
installment of rent or other sum herein specified and such
default shall continue for five (5) days after written
notice thereof; or
8
<PAGE>
(ii) The LESSEE shall default in the observance or
performance of any other of the LESSEE's
covenants, agreements, or obligations hereunder
and such default shall not be corrected within
thirty (30) days after written notice thereof or
if such default is of such a nature that LESSEE
can not reasonably remedy the same within such
thirty-day period, LESSEE fails to commence to
remedy the same and prosecute such remedy to
completion; or
(iii) The LESSEE files or is filed against in any
bankruptcy, insolvency or reorganization petition
and such proceeding is not dismissed or vacated
within ninety (90) days of such filing; or
(iv) The LESSEE shall be declared bankrupt or insolvent
according to law, or, if any assignment shall be
made of LESSEE's property for the benefit of
creditors and such attachment is not dissolved
within fifteen (15) days, or
(v) Any attachment is made of the leasehold interest
outlined in this lease; or
(vi) The LESSEE fails to take possession of Premises
within three (3) days of the Commencement Date or
shall abandon the Premises; or
(vii) LESSEE violates the terms of Section 13
"Assignment & Subleasing"; or
(viii) A receiver is appointed to conduct LESSEE'S
business (whether or not LESSOR has re-entered the
premises) then the LESSOR shall have the right
thereafter, while such default continues, to re-
enter and take complete possession of the
Premises, to terminate this lease, and remove the
LESSEE'S effects without prejudice to any remedies
which might be otherwise used for arrears of rent
or other default.
The LESSEE shall indemnify the LESSOR against all
loss of rent and additional rent and other
payments which the LESSOR may incur by reason of
such termination during the residue of the term.
If the LESSEE shall default, after reasonable
notice thereof; in the observance or performance
of any conditions or covenants on LESSEE'S part to
be observed or performed under or by virtue of any
of the provisions in any article of this lease,
the LESSOR, without being under any obligation to
do so and without thereby waiving such default,
may remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the
payment of money in connection therewith,
including but not limited to, reasonable
attorney's fees in instituting, prosecuting or
defending any action or proceeding, such sums paid
or obligations incurred, with interest at the rate
of 18 per cent per annum and costs, shall be paid
to the LESSOR by the LESSEE as additional rent.
Any sums not paid when due shall bear interest at
18 per cent per annum until paid. LESSEE shall pay
an administrative fee if a check does not clear.
B) LESSOR'S REMEDIES. If any one or more events of
default set forth above occurs, LESSOR may, at its
election:
(i) Give LESSEE written notice of LESSOR'S intention
to terminate this Lease on the earliest date
permitted by law or on any later date specified in
such notice, in which case LESSEE'S right to
possession of the Premises will
9
<PAGE>
cease and this Lease will be terminated,
except as to LESSEE's liability, as if the
expiration of the term fixed in such notice
were the end of the Term;
(ii) Without further demand or notice, and without
terminating this Lease, reenter and take
possession of the Premises or any part of the
Premises, repossess the same, expel LESSEE
and those claiming through or under LESSEE
and remove the effects of both or either,
using such force for such purposes as may be
necessary, without being liable for
prosecution, without being deemed guilty of
any matter of trespass, and without prejudice
to any remedies for arrears of Monthly Rent
or other amounts payable under this Lease or
as a result of any preceding breach of
covenants or conditions; or
(iii) Without further demand or notice to cure any
event of default and charge LESSEE for the
cost of effecting such cure, including
without limitation reasonable attorneys' fees
and interest on the amount of 18 percent per
annum, provided that LESSOR will have no
obligation to cure any such event of default
of LESSEE.
If LESSOR elects to reenter as provided in subsection (ii)
or if LESSOR takes possession pursuant to legal proceedings
or pursuant to any notice provided by law, LESSOR may, from
time to time, without terminating this Lease, relet the
Premises or any part of the Premises in LESSOR'S or LESSEE'S
name, but for the account of LESSEE, for such term or terms
(which may be greater or less than the period which would
otherwise have constituted the balance of the Term) and on
such conditions and upon such other terms (which may include
concessions of free rent and alteration and repair of the
Premises) as LESSOR, in its reasonable discretion, may
determine, and LESSOR may collect and receive the rents from
such reletting. LESSOR will in no way be responsible or
liable for any failure to relet the Premises, or any part of
the Premises, or for any failure to collect any rent due
upon such reletting. No such reentry or taking possession of
the Premises by LESSOR will be construed as an election on
LESSOR'S part to terminate this Lease unless a written
notice of such intention is given to LESSEE. No written
notice from LESSOR under this Section or under a forcible or
unlawful entry and detainer statue or similar law will
constitute an election by LESSOR to terminate this Lease
unless such notice specifically so states. LESSOR reserves
the right following any such reentry or reletting to
exercise its right to terminate this Lease by giving LESSEE
such written notice, in which event this Lease will
terminate as specified in such notice.
20. NOTICE Any Notice from the LESSOR to the LESSEE relating to the
Premises or to the occupancy thereof, shall be in writing
and be deemed duly served, if mailed to the Notice Address
in Section 1 of this Lease, registered or certified mail,
return receipt requested, postage prepaid or by overnight
carrier, addressed to the LESSEE. Any Notice from the LESSEE
to the LESSOR relating to the Premises or to the occupancy
thereof, shall be deemed duly served, if mailed to the
LESSOR by registered or certified mail, return receipt
requested, postage prepaid or by overnight carrier,
addressed to the LESSOR at the address in Section 1 of this
Lease or such other address as the LESSOR may from time to
time advise in writing. All rent notices shall be paid and
sent to the LESSOR at its notice address or such other
address as may be designated by LESSOR. All notices shall be
effective when received or refused.
21. SURRENDER The LESSEE shall at the expiration or other termination of
this Lease remove all LESSEE'S goods and effects from the
Premises, (including, without hereby limiting the generality
of the foregoing, all signs and lettering affixed or painted
by the LESSEE, either inside or outside the Premises).
LESSEE shall deliver to the LESSOR
10
<PAGE>
the Premises and all keys, locks thereto, and other fixtures
connected therewith and all alterations and additions made
to or upon the Premises, in good condition, reasonable wear
and tear and damage by fire or other casualty only expected.
In the event of the LESSEE'S failure to remove any of
LESSEE'S property from the Premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage
thereto, and at the sole risk of LESSEE, to remove and store
any of the property at LESSEE'S expense, or to retain same
under LESSOR'S control or to sell at public or private sale,
without notice any or all of the property not so removed and
to apply the net proceeds of such sale to the payment of any
sum due hereunder, or to destroy such property. The LESSEE
shall restore all damage to the Premises which may have
occurred during the use of Premises or while vacating the
Premises. Any items which the LESSEE installs, which replace
items on the Premises when LESSEE took occupancy are deemed
to be LESSOR'S property.
22. BROKERAGE LESSEE warrants and represents that LESSEE has dealt with no
broker other than the broker listed in Section 1 of this
lease in connection with the consummation of this Lease and,
in the event of any brokerage claims against LESSOR
predicated upon prior dealings with LESSEE, LESSEE agrees to
defend the same and indemnify LESSOR against any such claim.
23. LESSOR'S The LESSOR is not personally liable under this Lease. (a)
LIABILITY LESSEE specifically agrees to look solely to the LESSOR'S
then equity in the property of which the Premises are a part
for recovery of any judgment from LESSOR it being
specifically agreed that LESSOR (original or successor)
shall never be personally liable for any such judgment or
for the payment of any monetary obligation to LESSEE. The
provisions contained in the foregoing sentence are not
intended to, and shall not, limit any right the LESSEE might
otherwise have to obtain injunctive relief against LESSOR or
to take any action not involving the liability of LESSOR to
respond in monetary damages from LESSOR'S assets other than
from such property.
24. WAIVER Failure on the part of the LESSOR or LESSEE to complain of
any action or non-action on the part of the other, no matter
how long the same may continue, shall never be a waiver by
LESSOR or LESSEE, respectively, of its rights hereunder.
Further, no waiver at any time of the provisions hereof, by
LESSOR or LESSEE shall be construed as a waiver of any of
the other provisions hereof, and a waiver at any time of any
of the provisions hereof shall not be construed as a waiver
at any subsequent time of the same provisions. The consent
or approval of LESSOR or LESSEE to, or of any action by the
other requiring such consent or approval, shall not be
construed to waive or render unnecessary LESSOR'S or
LESSEE'S consent or approval to or of any subsequent similar
act by the other.
25. STATUS Recognizing that both parties may find it necessary to
REPORT establish to third parties, from time to time, the then
current status of performance hereunder, either party will,
within ten (10) days after receipt of a request therefore,
furnish a statement of the status of any matter pertaining
to this Lease, including without limitation,
acknowledgments that (or the extent to which) each party is
in compliance with its obligations under the terms of the
Lease.
26. CONDITION Except as otherwise provided in this Section, the Premises
AND AREA are being delivered strictly in their condition "as is" and
LESSEE acknowledges that it has inspected the same and found
them satisfactory. LESSOR WILL CONSTRUCT THE LEASEHOLD
IMPROVEMENTS IN ACCORDANCE WITH LESSEE'S SPECIFICATIONS
USING BUILDING STANDARD MATERIALS. All costs of construction
which shall include,
11
<PAGE>
but not be limited to architectural and engineering and all hard
and soft costs, shall be at LESSEE'S sole cost and expense,
provided, however, that all costs may be paid by LESSEE's rent
credit (the "LESSEE'S Rent Credit") as described hereinafter in
Section 35.
A. PREPARATION OF Promptly upon execution of the Lease, LESSOR will have
THE PREMISES: prepared, at LESSEE'S sole cost and expense, certain
plans ("LESSOR'S Plans") for improvements to be made in
the Premises and adjacent areas of the Building to
prepare the Premises for LESSEE'S occupancy. Upon
completion of LESSOR'S Plans, LESSOR shall submit the
same to LESSEE for LESSEE'S approval, which approval
shall not be unreasonably delayed or withheld. To the
extent that LESSEE does not disapprove LESSOR'S Plans
in writing, and provide specific remedies that will
make LESSOR'S Plans acceptable, within five (5)
Business Days after submission of the same by LESSOR,
LESSEE shall be conclusively deemed to have approved
LESSOR'S Plans. Promptly after approval of LESSOR'S
Plans, LESSOR shall exercise all reasonable efforts to
complete, at its sole cost and expense the work
specified in LESSOR'S Plans. The work shall
collectively be referred to as "LESSOR'S Work." LESSEE
shall have no claim against LESSOR for failure so to
complete such work.
B. SUBSTANTIAL The Premises shall be deemed ready for occupancy on the
COMPLETION first day (the "Substantial Completion Date") as of
which LESSOR'S Work has been completed except for items
of work (and, if applicable, adjustment of equipment
and fixtures) which can be completed after occupancy
has been taken without causing undue interference with
LESSEE'S use of the Premises (i.e. so-called "punch
list" items), the building permit is signed off, the
Premises is legally available for occupancy and LESSEE
has been given notice thereof. LESSOR shall complete as
soon as conditions permit all "punch list" items (but
in no event later than thirty days after the
Substantial Completion Date) and LESSEE shall afford
LESSOR access to the Premises for such purposes.
If the Substantial Completion Date has not occurred by
August 1, 2000 (the "Outside Completion Date") as it
may be extended pursuant to section 26.D. LESSEE shall
have the right to terminate this Lease by giving notice
to LESSOR not later than thirty (30) days after the
Outside Completion Date (as so extended), of Tenant's
desire so to do; and this Lease shall cease and come to
an end without further liability or obligation on the
part of either party thirty (30) days after the giving
of such notice, unless, within such 30-day period,
LESSOR substantially completes LESSOR'S Work; and such
right of termination shall be LESSEE'S sole and
exclusive remedy at law or in equity for LESSOR'S
failure so to complete such work.
C. CONCLUSIVENESS
OF LESSOR'S
PERFORMANCE Except to the extent to which LESSEE shall have given
LESSOR notice, not later than the end of the second
full calendar month of the Term of the Lease next
beginning after the Commencement Date, of any respects
in which LESSOR has not performed LESSOR'S Work and
except for latent defects not reasonably discoverable
by LESSEE within such time period, LESSOR shall be
deemed to have completed LESSOR'S Work as of the
Commencement Date of this Lease.
D. LESSEES'
DELAYS: 1) If a delay shall occur in the Substantial Completion
Date as the result of,
12
<PAGE>
i) Any request by LESSEE that LESSOR delay in the
commencement or completion of LESSOR'S Work for any
reason;
ii) Any change by LESSEE in any of LESSOR'S Plans
after LESSEE'S approval thereof:
iii) Any other act or omission of LESSEE or its
officers, agents, servants or contractors:
iv) Any special requirement of LESSOR'S Plans not in
accordance with LESSOR'S building standards; or
v) Any reasonably necessary displacement of any of
LESSOR'S Work from its place in LESSOR'S construction
schedule resulting from any of the causes for delay
referred to in clauses (i), (ii), (iii), (iv), or this
paragraph and the fitting of such Work back into such
schedule; then LESSEE shall, from time to time and
within ten (10) business days after demand therefor,
pay to LESSOR for each day of such delay the amount of
Basic Rent, Escalation Charges and other charges that
would have been payable hereunder and the LESSEE'S
obligation to pay Basic Rent commenced immediately
prior to such delay.
2) If a delay in the Substantial Completion Date, or
if any substantial portion of such delay, is the result
of force majeure, and such delay would not have
occurred but for a delay described in paragraph above,
such delay shall be deemed added to the delay described
in that paragraph.
The delays referred to above are herein referred to
collectively and individually as "LESSEE'S Delay."
3) If, as a result of LESSEE'S Delay(s), the
Substantial Completion Date is delayed in the aggregate
for more than thirty (30) days, LESSOR may (but shall
not be required to) at any time thereafter terminate
this Lease by giving written notice of such termination
to LESSEE and thereupon this Lease shall terminate
without further liability or obligation on the part of
either party, except that LESSEE shall pay to LESSOR
the cost theretofore incurred by LESSOR in performing
LESSOR'S Work, plus an amount equal to LESSOR'S out-of-
pocket expenses incurred in connection with this Lease,
including, without limitation, brokerage and legal
fees, together with any amount required to be paid
pursuant to Section 26 through the effective
termination date.
4) The Construction Completion Date shall
automatically be extended for the period of any delays
caused by LESSEE'S Delay(s) or Force Majeure.
27. LESSOR'S LESSOR warrants and represents that it is the owner of record
WARRANTY of the Premises and that it has authority to grant the
leasehold interest conveyed hereby.
28. SEVERABIL- If any term or provision of this Lease, or the application
ITY thereof to any person or circumstance shall, to the extent the
same shall be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
29. RECORDING LESSEE agrees not to record this Lease, but, if the Term of
this Lease (including any extended term) is seven (7) years or
longer, each party hereto agrees, on the request of the other,
to execute a so-called Notice of Lease in recordable form and
complying with applicable law and reasonably satisfactory to
LESSOR'S attorneys. Such document shall
13
<PAGE>
expressly state that it is executed pursuant to the
provisions contained in this Lease, and is not intended to
vary the terms and conditions of this Lease.
30. HOLDING Any Holding Over by LESSEE after the expiration of the Term
OVER of this Lease shall be treated as a tenancy at sufferance at
a rate equal to one hundred seventy five percent (175%) of
the Basic Rent then in effect plus Additional Rent and other
charges herein provided. LESSEE shall also pay to LESSOR all
damages, direct and/or indirect, sustained by reason of any
such holding over. Otherwise, such Holding Over shall be on
the terms and conditions set forth in this Lease as far as
applicable.
31. GOVERNING This Lease shall be governed exclusively by the provisions
LAW hereof and by the laws of the Commonwealth of Massachusetts,
as the same may from time to time exist. No amendment,
alteration, modification of, or addition to the Lease will
be valid or binding unless expressed in writing and signed
by LESSOR and LESSEE. LESSEE agrees to make any
modifications of the terms and provisions of this Lease
required and requested by any lending institution providing
financing for the Building, or Project, as the case may be,
provided that no such modifications will materially
adversely affect LESSEE'S rights and obligations under this
Lease.
32. RELOCATION Deleted.
33. ENTIRE
AGREEMENT This Lease and the Exhibits made a part hereof contain the
entire and only agreement between the parties and any and
all statements and representations, written and oral,
including previous correspondence and agreements between the
parties hereto, are merged herein. LESSEE acknowledges that
all representations and statements upon which it relied in
executing this Lease are contained herein and that the
LESSEE in no way relied upon any other statements or
representations, written or oral. Any executory agreement
hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Lease in whole or
in part unless such executory agreement is in writing and
signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.
34. RULES &
REGULATIONS LESSEE, its employees, agents, licensees, and visitors will
at all times, observe faithfully, and comply strictly with,
the Rules and Regulations set forth in Exhibit E. LESSOR may
from time to time reasonably amend, delete, or modify
existing Rules and Regulations, or adopt reasonable new
Rules and Regulations for the use, safety, cleanliness, and
care of the Premises and the Property, and the comfort,
quiet, and convenience of occupants of the Property.
Modifications or additions to the Rules and Regulations will
be effective upon thirty (30) days' prior written notice to
LESSEE from LESSOR. In the event of any breach of any Rules
or Regulations or any amendments or additions to such Rules
and Regulations, LESSOR will have all remedies that this
Lease provides for default by LESSOR, and will in addition
have any remedies available at law or in equity, including
the right to enjoin any breach of such Rules and Regulations
provided that the same apply to all tenants and occupants of
the Building generally and do not unreasonably interfere
with LESSEE'S use of, or access to the Premises as permitted
hereunder. LESSOR will not be liable to LESSEE for violation
of such Rules and Regulations by any other tenant, its
employees, agents, visitors, or licensees or any other
person. In the event of any conflict between the provisions
of this Lease and the Rules and Regulations, the provisions
of this Lease will govern.
14
<PAGE>
35. LESSEE'S In consideration of LESSEE's agreement to terminate the
RENT existing Lease, dated November 30, 1994, as amended, by and
CREDIT between LESSOR and LESSEE, and to enter into this Lease,
LESSOR hereby agrees that LESSEE shall receive a credit in
the amount of $800,000 (the "Rent Credit"). The Rent Credit
may be applied, at LESSEE's option, to any sums due by
LESSEE to LESSOR under this Lease, including, without
limitation, all costs and expenses for LESSOR's Work, Basic
Rent and Additional Rent due under this Lease. LESSEE hereby
authorizes LESSOR to apply the credit toward all reasonable
costs related to LESSOR's Work (as set forth in Section 26)
and to all Rent and Additional Rent due to LESSOR on a
monthly basis commencing on the Area A Commencement Date and
Area B Commencement Date until the Rent Credit is fully
exhausted, unless otherwise notified in writing by LESSEE.
In no event shall LESSOR apply the credit toward any other
sums claimed by LESSOR to be due by LESSEE under the terms
of this Lease without the prior written consent of LESSEE.
The LESSOR shall deliver to LESSEE, upon completion of
LESSOR's Work, and in no event later than the Area B
Commencement Date, a statement setting forth in reasonable
detail, the amount of the Rent Credit applied to date and
the amount of the Rent Credit remaining. Thereafter, on an
annual basis but no more than one time in any twelve (12)
month period, at LESSEE's request, LESSOR shall provide an
updated statement setting forth the amount of the Rent
Credit applied to date and the amount of Rent Credit
remaining. The provisions of this Section 35 shall remain in
full force and effect for so long as this Lease is in
effect, shall inure to the benefit of all successors and
assigns of the LESSEE and shall be binding upon any and all
successors to LESSOR's interest under this Lease, whether
such interest is acquired by sale of the building in which
the Premises is located, by operation of law or otherwise.
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals as of
the date above.
LESSEE: Inso Corporation LESSOR: OMV Associates Limited Partnership
BY: Park Square Corporation - its General Partner
BY: Richard D. Cohen - its President
BY: /s/ Jonathan Levitt
--------------------
JONATHAN LEVITT /s/ [ILLEGIBLE]^^
-------------------- -------------------------
VICE PRESIDENT
Hereunto Duly Authorized
15
<PAGE>
EXHIBIT A
Premises
--------------------------------------------------------------------------------
Not to Scale Capital Properties
February, 1998
[THIRD FLOOR STACKING PLAN APPEARS HERE]
Third Floor Stacking Plan
The Park Square Building
--------------------------------------------------------------------------------
Winter Street Architects Inc
<PAGE>
EXHIBIT B
Legal Description of the Land
All that certain lot, piece or parcel of land situated, lying and being in the
City of Boston, Suffolk County, Massachusetts, with the buildings thereon,
bounded and described as follows:
NORTHERLY: by Providence Street, six hundred seven and 40/100 (607.40) feet,
EASTERLY: by Arlington Street, seventy-five and 06/100 (75.06) feet,
SOUTHERLY: by St. James Avenue, six hundred four and 31/100 (604.31) feet and
WESTERLY: by Berkeley Street, seventy-five (75) feet
containing 45,439 square feet, more or less and being the same premises conveyed
by deed dated April 30, 1981 and recorded with Suffolk County Registry of Deeds,
Book 9741, Page 184.
<PAGE>
EXHIBIT C
ITEMS INCLUDED IN OPERATING EXPENSES
------------------------------------
Without limitation, Operating Expenses shall include:
1. All expenses incurred by Lessor or Lessor's agents which shall be
directly related to employment of personnel for the Property, including
amounts incurred for wages, salaries and other compensation for services,
payroll, social security, unemployment and similar taxes, workmen's
compensation insurance, disability benefits, pensions, hospitalization,
retirement plans and group insurance, uniforms and working clothes and
the cleaning thereof, and expenses imposed on Lessor or Lessor's agents
pursuant to any collective bargaining agreement for the services of
employees of Lessor or Lessor's agents in connection with the operation,
repair, maintenance, cleaning, management and protection of the Property,
and its mechanical systems including, without limitation, day and night
supervisors, property manager, accountants, bookkeepers, janitors,
carpenters, engineers, mechanics, electricians and plumbers and personnel
engaged in supervision of any of the persons mentioned above; provided
that, if any such employee is also employed for other property of Lessor,
such compensation shall be suitably prorated among the Property and such
other properties.
2. The cost of services, utilities, materials and supplies furnished or used
in the operation, repair, maintenance, including without limitation fees,
if any, imposed upon Lessor, or charged to the Property, by the state or
municipality in which the Property is located on account of the need of
the Property for increased or augmented public safety services.
3. The cost of replacements for tools and other similar equipment used in
the repair, maintenance, cleaning and protection of the Property,
provided that, in the case of any such equipment used jointly on other
properties, such costs shall be suitably prorated among the Property and
such other properties.
4. Where the Property is managed by Lessor or an affiliate of Lessor, a sum
equal to the amounts customarily charged by management firms in the
Boston/Brookline area for similar properties, but in no event more than
six percent (6%) of gross annual income, whether or not actually paid, or
where managed by other than Lessor or an affiliate thereof, the amounts
charged for management, together with, in either case, reasonable amounts
charged for legal and other professional fees relating to the Property,
but excluding such fees and commissions paid in connection with services
rendered for securing, terminating or renewing leases and administration
and operation of the Premises.
5. Reasonable premiums for insurance against damage or loss to the Property
from such hazards as shall from time to time be required by mortgagees.
6. If, during the Term of this Lease, Lessor shall make a capital
expenditure, the total cost of which is not properly includable in
Operating Expenses for the Operating Year in which it was made, there
shall nevertheless be included in such Operating Expenses for the
Operating Year in which it was made and in Operating Expenses for each
succeeding Operating Year the annual charge-off of such capital
expenditure; and the useful life shall be determined reasonably by Lessor
in accordance with generally accepted accounting principles and practices
in effect at the time of making such expenditure.
7. Costs for electricity, water and sewer use charges, and other utilities
supplied to the Property and not paid for directly by Lessees.
8. Betterment assessments provided the same are apportioned equally over the
longest period permitted by law, and any other governmental charges or
taxes not included in Taxes, including linkage payments, if any.
9. Amounts paid to independent contractors for services, materials, and
supplies furnished for the operation, repair, maintenance, cleaning and
protection of the Property.
18
<PAGE>
Exhibit D
Plans & Specifications
Plans prepared by Malcolm A. Blier
dated 2/29/00
consisting of A1-A7.
[PLAN APPEARS HERE]
<PAGE>
EXHIBIT E
Rules & Regulations
1. LESSOR may from time to time adopt appropriate systems and procedures
for the security or safety of the Building, any persons occupying, using or
entering the Building, or any equipment, finishings, or contents of the
Building, and LESSEE will comply with LESSOR'S requirements relative to such
systems and procedures.
2. The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenant or used for any
purpose other than for ingress to and egress from the Building. The halls,
passages, exits, entrances, elevators, escalators, and stairways are not for the
general public, and LESSOR will in all cases retain the right to control and
prevent access to such halls, passages, exits, entrances, elevators, and
stairways of all persons whose presence in the judgment of LESSOR would be
prejudicial to the safety, character, reputation, and interests of the Building
and its tenants, provided that nothing contained in these rules and regulations
will be construed to prevent such access to persons with whom any tenant
normally deals in the ordinary course of its business, unless such persons are
engaged in illegal activities. No lessee and no employee or invitee of any
tenant will go upon the roof of the Building except such roof or portion of such
roof as may be contiguous to a Premises of a particular tenant and may be
designated in writing by LESSOR as a roof deck or roof garden area. No tenant
will be permitted to place or install any object (including without limitation
radio and television antennas, loudspeakers, sound amplifiers, microwave dishes,
solar devices, or similar devices) on the exterior of the Building or on the
roof of the Building.
3. No sign, placard, picture, name advertisement, or written notice
visible from the exterior of LESSEE'S Premises will be inscribed, painted,
affixed, or otherwise displayed by LESSEE on any part of the Building or the
Premises without the prior written consent of LESSOR. LESSOR will adopt and
furnish to LESSEE general guidelines relating to signs inside the Building on
the office floors. LESSEE agrees to conform to such guidelines. All approved
signs or lettering on doors will be printed, painted, affixed, or inscribed at
the expense of the LESSEE by a person approved by LESSOR. Other than window
treatments expressly permitted by LESSOR and building standard window
treatments, material visible from outside the Building will not be permitted. In
the event of the violation of this rule by LESSEE, LESSOR may remove the
violating items without any liability, and may charge the expenses incurred by
such removal to the tenants or tenants violating this rules.
4. No cooking will be done or permitted by any LESSEE on the Premises,
except in areas of the Premises which are specially constructed for cooking and
except that use by LESSEE of microwave ovens and Underwriters' Laboratory
approved equipment for brewing coffee, tea, hot chocolate, and similar beverages
will be permitted, provided that such use is in accordance with all applicable
federal, state and city laws, codes, ordinances, rules and regulations.
5. No LESSEE will employ any person or persons other than the cleaning
service of LESSOR for the purpose of cleaning the Premises, unless otherwise
agreed to by LESSOR in writing. Except with the written consent of LESSOR, no
person or persons other than those approved by LESSOR will be permitted to enter
the Building for the purpose of cleaning it. No LESSEE will cause any
unnecessary labor by reason of such LESSEE'S carelessness or indifference in the
preservation of good order and cleanliness. Should LESSEE'S actions result in
any increased expenses for any required cleaning, LESSOR reserves the right to
assess LESSEE for such expenses.
6. The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.
7. No LESSEE, or LESSEE'S invitees or licensees, will in any way deface
any part of the Premises or the Building of which they form a part, in those
portions of the Premises where carpet has been provided directly or indirectly
by LESSOR, LESSEE will at its own expense install and maintain pads to protect
the carpet under all furniture having casters other than carpet casters.
19
<PAGE>
8. No LESSEE will alter, change, replace, or rekey any lock or install a
new lock or a knocker on any door of the Premises. LESSOR, its agents, or
employees will retain a pass (master) key to all door locks on the Premises. Any
new door locks required by LESSEE or any change in keying of existing locks will
be installed or changed by LESSOR following tenant's written request to LESSOR
and will be at LESSEE'S expense, all new locks and rekeyed locks will remain
operable by LESSOR'S pass (master) key. LESSOR will furnish each tenant, free of
charge, with two (2) keys to each suite entry door lock on the Premises, LESSOR
will have the right to collect a reasonable charge for additional keys and cards
requested by any tenant. Each tenant, upon termination of its tenancy, will
deliver to LESSOR all keys and access cards for the Premises and Building that
have been furnished to such tenant.
9. The elevator designated for freight by LESSOR will be available for use
by all tenants in the Building during the hours and pursuant to such procedures
as LESSOR may determine from time to time. The persons employed to move LESSEE'S
equipment, material, furniture, or other property in or out of the Building must
be acceptable to LESSOR. The moving company must be a locally recognized
professional mover, whose primary business is performing of relocation services,
and must be bonded and fully insured. A certificate or other verification of
such insurance must be received and approved by LESSOR prior to the start of any
moving operations. Insurance must be sufficient, in LESSOR'S sole opinion, to
cover all personal liability, theft or damage to the Project, including but not
limited to floor coverings, doors, walls, elevators, stairs, foliage, and
landscaping. Special care must be taken to prevent damage to foliage and
landscaping during adverse weather. All moving operations will be conducted at
such times and in such a manner as LESSOR will direct, and all moving will take
place during non-Business Hours unless LESSOR agrees in writing otherwise.
LESSEE will be responsible for the provision of building security during all
moving operations, and will be liable for all losses and damages sustained by
any party as a result of the failure to supply adequate security. LESSOR will
have the right to prescribe the weight, size, and position of all equipment,
materials, furniture, or other property brought into the Building. Heavy objects
will, if considered necessary by LESSOR, stand on wood strips of such thickness
as is necessary to properly distribute the weight. LESSOR will not be
responsible for loss of or damage to any such property from any cause, and all
damage done to the building by moving or maintaining such property will be
repaired at the expense of LESSEE. LESSOR reserves the right to inspect all
such property to be brought into the building and to exclude from the Building
all such property which violates any of these rules and regulations or the Lease
of which these rules and regulations are a part. Supplies, goods, materials,
packages, furniture, and all other items of every kind delivered to or taken
from the Premises will be delivered or removed through the entrance and route
designated by LESSOR, and LESSOR will not be responsible for the loss or damage
of any such property.
10. No lessee will use or keep in the Premises or the building any kerosene,
gasoline, or inflammable or combustible or explosive fluid or material or
chemical substance other than limited quantities of such materials or substances
reasonably necessary for the operation or maintenance of office equipment or
limited quantities of cleaning fluids and solvents required in lessee's normal
operations in the Premises, which shall be stored in accordance with applicable
law. Without LESSOR'S prior written approval, no lessee will use any method of
heating or air conditioning other than that supplied by LESSOR. No lessee will
use or keep or permit to be used or kept any foul or noxious gas or substance in
the Premises.
11. Lessees shall not, prior to or during the Term, either directly or
indirectly, employ or permit the employment of any contractor, mover, mechanic
or laborer, or permit any materials in the Premises, if the use of such
contractor, mover, mechanic or laborer or such materials would, in LESSOR'S
opinion, create any difficulty, strike or jurisdictional dispute with other
contractors, movers, mechanics or laborers engaged by LESSOR, lessee, or others,
or would in any way disturb the construction, maintenance, cleaning, repair,
management, security or operation of the Building, Project or any part thereof.
Any lessee, upon demand by LESSOR, shall cause all contractors, movers,
mechanics, laborers or materials causing such interference, difficulty or
conflict to leave or be removed from the Project immediately.
12. LESSOR will have the right to prohibit any advertising by LESSEE
mentioning the Building, that in LESSOR'S reasonable opinion, tends to impair
the reputation of the Building or its desirability as a building for offices,
and upon written notice from LESSOR, LESSEE will refrain from or discontinue
such advertising.
21
<PAGE>
13. LESSEE will not bring any animals (except "Seeing Eye" dogs) or birds
into the building, and will not permit bicycles or other vehicles inside or on
the sidewalks outside the Building except in areas designated from time to time
by LESSOR for such purposes.
14. All persons entering or leaving the building between the hours of 6
p.m. and 8 a.m. Monday through Friday, and at all hours on Saturdays, Sundays,
and holidays will comply with such off-hour regulations as LESSOR may establish
and modify from time to time. LESSOR reserves the right to limit reasonably or
restrict access to the Building during such time periods.
15. Each lessee will store all its trash and garbage within its Premises.
No material will be placed in the trash boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of trash and garbage without being in violation
of any law or ordinance governing such disposal. All garbage and refuse disposal
will be made only through entryways and elevators provided for such purposes and
at such times as LESSOR designates. Removal of any furniture or furnishings,
large equipment, packing crates, packing materials, and boxes will be the
responsibility of each lessee and such items may not be disposed of in the
Buildings trash receptacles nor will they be removed by the Building's
janitorial service, except at LESSOR'S sole option and at the lessee's expense.
No furniture, appliances, equipment, or flammable products of any type may be
disposed of in the Building trash receptacles.
16. Canvassing, peddling, soliciting, and distributing handbills or any
other written materials in the Building are prohibited, and each lessee will
cooperate to prevent the same.
17. The requirements of the lessee's will be attended to only upon
application by written, personal, or telephone notice at the office of the
Building. Employees of LESSOR or LESSOR'S agent will not perform any work or do
anything outside of their regular duties unless under special instructions from
LESSOR.
18. A directory of the Building will be provided for the display of the
name and location of tenants only, all entries on the Building directory display
will conform to standards and style set by LESSOR in its sole discretion. Space
on any exterior signage will be provided in LESSOR'S sole discretion. No lessee
will have any right to the use of any exterior sign.
19. LESSEE will see that the doors of the Premises are closed and locked
and that all water faucets, water apparatus, and utilities are shut off before
LESSEE or LESSEE'S employees leave the Premises, so as to prevent waste or
damage, and for any failure to comply or carelessness in this regard LESSEE will
make good all injuries sustained by other tenants or occupants of the Building
or LESSOR. On multiple-tenancy floors, all lessee's will keep the doors to the
Building corridors closed at all times except for ingress or egress.
20. LESSEE will not conduct itself in any manner that is inconsistent with
the character of the building as a first quality building or that will impair
the comfort and convenience of other tenants in the Building.
21. No act or thing done or omitted to be done by LESSOR or LESSOR'S agent
during the term of the Lease in connection with the enforcement of these rules
and regulations will constitute an eviction by LESSOR of any lessee nor will it
be deemed an acceptance of surrender of the Premises by any lessee, and no
agreement to accept such termination or surrender will be valid unless in a
writing signed by LESSOR. The delivery of keys to any employee or agent of
LESSOR will not operate as a termination of the Lease or a surrender of the
Premises unless such delivery of keys is done in connection with a written
instrument executed by LESSOR approving the termination or surrender.
22. In these rules and regulations, the term "lessee" includes the
employees, agents, invitees, and licensees of LESSEE and others permitted by
LESSEE to use or occupy the Premises.
23. LESSOR may waive any one or more of these rules and regulations for
the benefit of any particular lessee or lessees, but no such waiver by LESSOR
will be construed as a waiver of such rules and regulations in favor of any
other lessee or lessees, nor prevent LESSOR from enforcing any such rules and
regulations against any or all of the lessees of the Building after such waiver.
24. These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.
22
