EXHIBIT 10.52
FIRST AMENDMENT OF LEASE
THIS FIRST AMENDMENT OF LEASE (the "Amendment") is hereby entered into as
of the 30th day of June, 1998 by Xxxxxx/Xxxxx Associates Limited Partnership and
Xxxxxx 108 Associates Limited Partnership (collectively, the "Landlord") and
Lifeline Systems, Inc. (the "Tenant").
WITNESSETH:
WHEREAS, reference is hereby made to that certain Lease, dated as of
November 17, 1997 (the "Lease") entered into by and between the Landlord and the
Tenant; and
WHEREAS, any capitalized term used and not defined herein shall have the
meaning set forth in the Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and notwithstanding anything
contained in the Lease to the contrary, the Landlord and Tenant hereby agree as
follows:
1. The Landlord and the Tenant hereby approve the following:
a. Integrated Builders (the "Contractor") is hereby approved as the
contractor to construct the Base Building Improvements and Tenant
Work; and
b. the construction contract dated as of April 20, 1998, which has
been entered into by the Contractor and the Landlord for the Base
Building Improvements (the "Base Building Contract") is hereby
approved; and
c. The Base Building Plans and Specifications described on Exhibit A
attached hereto which have been signed by the Landlord and the
Tenant are hereby approved; and
d. The site plan described on Exhibit A attached hereto which has
been signed by the Landlord and the Tenant is hereby approved as
constituting the Alternate 1 Site Plan and the description of the
Alternate 1 Site Plan Work in substitution for the site plan
described in the Lease as constituting the Alternate 1 Site Plan
and the section of the Architect's Memorandum described in the
Lease as constituting the description of the Alternate 1 Site
Plan Work.
2. The Landlord and the Tenant no longer desire to have the Guaranteed
Site Plan and the Guaranteed Site Plan Work performed in the event that the
Alternate 1 Site Plan is not approved by the Planning Board of the Town.
Instead, the Landlord and the Tenant agree that the Landlord shall perform the
site work shown on the Alternate 1 Site Plan which receives the
approval of the Planning Board and, if the Planning Board requires that changes
be made to the Alternate 1 Site Plan, the Landlord agrees to perform the site
work with the changes required by the Planning Board provided that the Landlord
and the Tenant also agree to such changes. All references in the Lease to the
Guaranteed Site Plan and the Guaranteed Site Plan Work are hereby deleted
without substitution therefor except for the following sections of the Lease
which are amended as follows:
(a) Section 16.8 of the Lease is hereby amended to read as follows:
"Substantial Completion" shall be deemed to occur when Landlord has
received a Certificate of Occupancy for the Building and a certificate
from the architect who has been overseeing the Work certifying that
the Work (except for the Alternate 1 Site Plan Work) has been
substantially completed. A punch list shall be developed by Landlord
and Tenant, and all punch list items shall be completed to the
reasonable satisfaction of Tenant within 30 days of Substantial
Completion subject to force majeure and Tenant Delays (except for the
Alternate 1 Site Plan Work which the Landlord agrees to have completed
within a reasonable time after receiving final approval of the
Alternate 1 Site Plan from the Planning Board and after the appeal
period for such approval has run without any appeal being filed or
with all appeals which were filed having been dismissed without any
further right of appeal).
(b) The second and third sentences in Section 16.9 of the Lease are hereby
amended to read as follows:
"Tenant Delay" shall mean any delay in the Work caused, directly or
indirectly, by any act or omission of Tenant or anyone acting by or on
behalf of Tenant (including, without limitation, any architect or
engineer in his or her capacity of working for Tenant). If a delay in
the Work is caused by Landlord and Tenant, only the portion of such
delay attributable to the Tenant shall constitute a Tenant Delay.
3. The Landlord and the Tenant hereby waive the date set forth in Section
16.4 of the Lease for the approval of the final Base Building Plans and
Specification and the dates set forth in Section 16.5 for the selection and
approval of the contractor and the contract.
4. The Tenant agrees to deliver to the Landlord on or before August 3,
1998 for the Landlord's approval final Tenant Work Plans and Specifications
which comply with all applicable laws and are of sufficient detail to satisfy
the requirements of the building inspector of the Town for the issuance of a
building permit. The Tenant agrees to deliver to the Landlord on or before
August 21, 1998 a construction contract for the Tenant Work in accordance with
the letter agreement with Contractor attached hereto as Exhibit B, which does
not provide for any work which cannot reasonably be completed by the Scheduled
Completion Date and which
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contract has been signed by the Contractor and shall be executed by
Landlord.(the "Tenant Work Contract").
5. Section 16.6.1 of the Lease is hereby amended to read as follows:
16.6 Payment of Costs.
---------------
16.6.1 Payment of Costs of Work. For all of the Work, the Landlord and
-------------------------
Tenant agree to share the cost as follows:
(i) for all out-of-pocket costs and expenses incurred by Landlord to third
parties for the architectural work, engineering work, construction and
installation of the Base Building Improvements, the Landlord shall pay
all such costs and expenses except that:
(A) the Landlord shall pay up to a maximum aggregate amount of One
Hundred Sixty Thousand Dollars ($160,000.00) for all design work,
architectural work and engineering work performed in connection
with the Base Building Work and the Alternate 1 Site Plan Work
(including, without limitation, all such work done by XxXxxxx
Xxxxxxx), which aggregate maximum amount shall be increased by
the amount of the fees, if any, incurred in connection with the
modification to Alternate 1 Site Plan required by the Framingham
Board, and the Tenant shall pay all amounts above such maximum
aggregate amount; and
(B) the Tenant shall pay all such costs and expenses due to any and
all change orders to the Base Building Plans and Specifications,
from and after the date hereof, which are done at the request of
Tenant, done in response to any changes which must be made in the
Base Building Plans and Specifications because of the Tenant Work
Plans and Specifications, or done in response to any changes made
by the Tenant in the Tenant Work Plans and Specifications.
Changes to the Base Building Plans and Specifications prior to
the date hereof shall be paid for in accordance with Paragraph C
below; and
(C) Landlord and Tenant confirm and agree that Landlord is
responsible for the cost of completing the work shown on the Base
Building Plans and Specifications and Alternate 1 Site Plan (as
modified pursuant to Section 2 hereof) to the extent such work is
within the scope of Base Building Work described in the August
29, 1997 Schedule and the Architect's Memorandum (and the Plans
referred to therein) (such August 29, 1997 Schedule and
Architect's Memorandum being attached hereto as Exhibit C and the
Base Building Work described therein and on the Plan referred
3
to in the Architect's Memorandum being referred to as "Landlord's
Share of Base Building Work"), and that Tenant is responsible for
the cost, if any, of completing the work shown on the Base
Building Plans and Specifications and Alternate 1 Site Plan (as
modified pursuant to Section 2 hereof) to the extent such work is
beyond the scope of Landlord's Share of Base Building Work (such
cost, if any, for which Tenant is responsible being referred to
herein as the "Cost Difference). The Landlord and the Tenant
agree to use reasonable and good faith efforts to determine any
Cost Difference. Notwithstanding the foregoing, if, on or before
September 30, 1998, the Landlord and the Tenant have not agreed
in writing on the amount of any Cost Difference, then either
party may have any Cost Difference determined by a court of
competent jurisdiction, but failure to agree on any Cost
Difference shall not be cause for Landlord to fail to complete
and pay for the Work (subject to adjustment, if applicable, after
such determination), and failure of Tenant to pay for any
disputed amount prior to agreement or judicial determination
shall not constitute a default hereunder;
(ii) for all out-of-pocket costs and expenses incurred by Landlord to
third parties for the construction and installation of the Tenant
Work (other than the Work described in (iii) below), the Landlord
shall pay up to a maximum aggregate amount of One Million Six Hundred
Eighty-Eight Thousand Four Hundred and 00/100 Dollars ($1,688,400.00)
("Tenant's Allowance"). The Tenant shall pay any and all costs and
expenses of the Tenant Work which are in excess of the Tenant's
Allowance (including, without limitation, all costs and expenses for
all design work, architectural work and engineering work performed in
connection with the Tenant Work); and
(iii) payment for all Work to be done in connection with the heating,
ventilating and air conditioning system shall be governed by the
provisions of the letter, a copy of which is attached hereto as
Schedule D.
6. Section 16.9.2 of the Lease is hereby amended to add the following
sentence at the start of that section: "As used in this Lease, the term
"Scheduled Completion Date" shall mean the date which is one hundred twenty
(120) days after the last to occur of the following, as said date may be
extended for Tenant Delays: (1) the date upon which the Tenant delivers to the
Landlord for the Landlord's approval final Tenant Work Plans and Specifications
which comply with all applicable laws, are of sufficient detail to satisfy the
requirements of the building inspector of the Town for the issuance of a
building permit, and are reasonably satisfactory to the Landlord; and (2) the
date upon which the Tenant delivers to the Landlord the Tenant Work Contract.
4
7. The term "Scheduled Completion Date" is hereby substituted in place of
"September 1, 1998" in Section 16.9.2 of the Lease and elsewhere in the Lease.
The Landlord and the Tenant agree to memorialize in writing the calendar date
for the Scheduled Completion Date, the Substantial Completion Date and Outside
Date (as those terms are defined below) promptly after those calendar dates can
be determined.
8. The Landlord and the Tenant hereby delete all of the Permit
Performance Dates set forth in Section 16.9.3 without substitution therefor.
Landlord represents to Tenant that it has obtained an unconditional building
permit from the Town of Framingham for the Base Building Work (other than the
Base Building Work which is to be governed by the Alternate 1 Site Plan) and
that it has filed the Alternate 1 Site Plan with the Town of Framingham Planning
Board for Site Plan Approval under the Framingham Zoning By-Law.
9. As used in Section 16.9.4 of the Lease and elsewhere in the Lease, the
term "Substantial Completion Date" shall mean the date which is sixty (60) days
after the Scheduled Completion Date as such date may be extended for force
majeure and Tenant Delays.
10. As used in Section 16.9.5 of the Lease and elsewhere in the Lease, the
"Outside Date" shall mean the date which is one hundred eighty (180) days after
the Scheduled Completion Date as such date may be extended for Tenant Delays.
11. The definition of "Term Commencement Date" set forth in Section 1.1 of
the Lease is hereby deleted in its entirety. The Landlord and the Tenant hereby
agree that the "Term Commencement Date" is November 1, 1998 and the Tenant shall
commence paying Rent to the Landlord on the Term Commencement Date even though
the Landlord will not be able to deliver possession of the Leased Premises to
the Tenant on the Term Commencement Date because the Work will be under
construction. If the Landlord fails to achieve Substantial Completion by the
Scheduled Completion Date, then Tenant shall not be obliged to pay any Base Rent
or Additional Rent for each day after the Scheduled Completion Date that
Substantial Completion is not achieved (the "Free Rent Period"), and, if and
when applicable, Tenant shall be entitled to its remedies set forth in Section
16.9.4, 16.9.5 and 16.9.6 of the Lease. If a delay in achieving Substantial
Completion by the Scheduled Completion Date is caused by the Landlord and the
Tenant, only the portion of such delay attributable to the Landlord shall be
included in the Free Rent Period.
12. The Lease, as amended by this Amendment, is hereby ratified and
confirmed and is in full force and effect.
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In Witness Whereof, the parties hereto have executed this Amendment under
seal as of the date first written above.
LANDLORD: TENANT:
XXXXXX/XXXXX ASSOCIATES LIFELINE SYSTEMS, INC.
LIMITED PARTNERSHIP
By: XXXXXX/XXXXX CORPORATION
the sole General Partner
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- -----------------------
Xxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxx
Vice President of Finance
XXXXXX 108 ASSOCIATES LIMITED
PARTNERSHIP
By: XXXXXX 108 CORPORATION
the sole General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx, President
CONSENTED TO:
GUARANTORS:
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx Xxxxxx, individually
/s/ Xxxxx Xxxxxxx
----------------------------
Xxxxx Xxxxxxx, individually
/s/ Xxxx Xxxxxx
----------------------------
Xxxx Xxxxxx, individually
6
EXHIBIT A
Plans prepared by XxXxxxx Xxxxxxx Associates, Inc.
Drawings:
Number Drawing Title Date Issued Issued for
Construction
D1.1 First Floor Demolition Plan 2/12/98 4/24/98
D1.2 Second Floor Demolition Plan 2/12/98 4/24/98
D1.3 Roof Demolition Plan 2/12/98 4/24/98
D4.1 Exterior Demolition (Demolition Drawing) 2/12/98 4/24/98
D6.1 Demolition Wall Sections 4/24/98 4/24/98
A1.1 First Floor Plan 2/12/98 4/24/98
A1.2 Second Floor Plan 2/12/98 4/24/98
A1.3 Roof Plan 2/12/98 4/24/98
A2.1 Enlarged Bathroom Plans 2/12/98 4/24/98
A2.2 Enlarged Bathroom Interior Elevations 2/12/98 4/24/98
A3.1 First Floor RCP 2/12/98 4/24/98
A3.2 Second Floor RCP 2/12/98 4/24/98
A4.1 Exterior Elevations 2/12/98 4/24/98
A6.1 Wall Section at Porch 2/12/98 4/24/98
A6.2 Wall Section (Typical) 2/12/98 4/24/98
A6.3 Wall Section 2/12/98 4/24/98
A6.4 Wall Section (South Elevation) 2/12/98 Deleted
A6.5 New Elevator & Stair #3 2/12/98
A6.6 Existing Stair Numbers 1 & 2 2/12/98
A6.7 Stair #4 & Skylight Plan, Sections & Details 2/12/98
A7.1 Exterior Details 2/12/98 4/24/98
A7.3 Exterior Details 2/12/98 4/24/98
A10.1 Window Schedule 2/12/98 4/24/98
A10.2 Partitions Schedule 2/12/98 4/24/98
Note: Drawings A6.5, A6.6 & A6.7 are included in the Base Building contract but
will be issued as part of the tenant fit up package.
Number Drawing Title Date Issued Issued for
Construction
S-1 Part Plans, Sections, Details & General Notes 2/12/98 4/24/98
S-2 Part Plans & Notes 2/12/98 4/24/98
S-3 Sections & Details 2/12/98 4/24/98
S-4 Sections & Details 4/24/98 4/24/98
M1 First Floor Mechanical Layout 2/12/98 4/24/98
M2 Second Floor Mechanical Layout 2/12/98 4/24/98
M3 Mechanical Specifications & Diagrams 2/12/98 4/24/98
M4 Mechanical Details 2/12/98 4/24/98
P-1 First Floor Plumbing Demolition Plan 2/12/98 4/24/98
P-2 Second Floor Plumbing Layout 2/12/98 4/24/98
P-3 First Floor New Plumbing Layout 2/12/98 4/24/98
P-4 Second Floor New Plumbing Layout 2/12/98 4/24/98
E-1 First Floor Electrical Demolition Plan 2/12/98 4/24/98
E-2 Second Floor Electrical Demolition Plan 2/12/98 4/24/98
E-3 First Floor New Electrical Layout 2/12/98 4/24/98
E-4 Second Floor New Electrical Layout 2/12/98 4/24/98
E-5 Demolition Notes & Legend 2/12/98 4/24/98
E-6 Notes, Legend, Fixture Schedule & Detail 2/12/98 4/24/98
E-7 Legend, Fixture, Schedule & Detail 2/12/98 4/24/98
Addendum's:
----------
A1.1 First Floor Plan 2/20/98
A1.2 Second Floor Plan 2/20/98
A3.1 First Floor RCP 2/20/98
A4.1 Exterior Elevations 2/20/98
A6.1 Wall Sections at Porch 2/20/98
M-1 First Floor Mechanical Layout 2/25/98
M-2 Second Floor Mechanical Layout 2/25/98
A4.1 Exterior Elevations 3/3/98
SKB-1 Exterior Elevations 3/3/98
A4.1 Exterior Elevations 3/30/98
Revisions to the contract pending change estimates Revised Dates
--------------------------------------------------------------------------------
P-3 First Floor Plumbing Layout (for HVAC revisions) 6/16/98
P-4 Second Floor Plumbing Layout (for HVAC revisions) 6/16/98
E-3 First Floor Electrical (for HVAC revisions) 6/10/98
E-4 Second Floor Electrical (for HVAC revisions) 6/10/98
E-5 Panel Schedules and Riser 6/10/98
Plans prepared by others:
MECHANICAL - HVAC by Xxx Xxxxx, PB
These drawings replace drawings M1 through M4 previously issued by Q&W
Associates, Inc.
Number Drawing Title Issued for
Construction
M-1 First Floor Plan - HVAC 6/30/98
M-2 Second Floor Plan - HVAC 6/30/98
M-3 Boiler Room Plan - HVAC 6/30/98
M-4 Mechanical Equipment Schedules 6/30/98
M-5 Detail Sheet 6/30/98
FIRE PROTECTION DRAWINGS by Lynco Fire Protection, Inc.
A1.1 First Floor Sprinkler Plan 12/12/97
A1.2 Second Floor Sprinkler Plan 12/12/97
FIRE PROTECTION DRAWINGS by Q&W Associates, Inc.
Those drawings replace A1.1 and A1.2 issued by Lynco Fire Protection, Inc.
FP-1 First Floor Sprinkler Plan 6/10/98
FP-2 Second Floor Sprinkler Plan 6/10/98
CIVIL ENGINEERING by BSC Group, Inc.
1 of 3 Existing Conditions Plan 5/28/98
2 of 3 Grading and Utility Plan 5/28/98
3 of 3 Site Construction Details 5/28/98
LANDSCAPE DESIGN by Xxxxxxx Designs Associates
L-1 Landscape Plan 6/4/98
EXHIBIT B
---------
LETTER AGREEMENT WITH INTEGRATED BUILDERS
INTREGRATED BUILDERS
0000 XXXXXXXXXX XXXXXX
XXXXXXXXX, XXXXXXXXXXXXX 00000
June 26, 1998
Xxxxxx/Xxxxx Associates
Xxxxxx 108 Associates
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Lifeline Systems, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX
--------------------------------
Gentlemen:
Reference is made to the Agreement between Xxxxxx/Xxxxx Associates and Xxxxxx
108 Associates as Owner and Integrated Builders as Contractor for Lifeline
Systems, Inc. Base Building Work at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX, dated
April 20, 0000 (xxx "Xxxx Xxxxxxxx Xxxxxxxx").
The undersigned Integrated Builders agrees with Owner and Lifeline Systems,
Inc. ("Lifeline") that it will enter into a contract with Owner substantially in
the form of the Base Building Contract, for the tenant finish work at the
building at 000 Xxxxx Xxxxxx, for a fixed price contract sum to be determined
(as described below), which sum shall include a contractor's fee of no greater
than 6%.
Contractor agrees that it will promptly obtain (and in any event within two
weeks of receipt of applicable plans and specifications) at least two
competitive bids from subcontractors on all elements of the work, will provide
such bids to Owner and Lifeline, and will work cooperatively with Owner and
Lifeline to finalize the Tenant Finish Work Contract as aforesaid.
Sincerely,
INTEGRATED BUILDERS
By:_______________________
EXHIBIT C
---------
COPY OF AUGUST 29 SCHEDULE AND ARCHITECT'S MEMORANDUM
[LETTERHEAD XXXXXXX - XXXXXXX]
MEMORANDUM
TO: Levco
ATTN: X. Xxxxxx
FROM: X. XxXxxxx/Xxxx Xxxxxx
DATE: November 10, 1997
PROJECT: 000 Xxxxx Xx. Xxxxxxxxxx, XX
Additional Description of Base Building work per letter of intent dated August
29, 1997 and per the following conceptual plans prepared by XxXxxxx Xxxxxxx
Associates dated as follows:
L - 1.0 Guaranteed Site Plan November 5, 1997
L - 1.1 Site Plan- Alternate November 5, 1997
A - 1.1 First Floor Plan November 10, 1997
A - 1.2 Second Floor Plan November 10, 1997
A - 4.0 Elevations October 20, 1997
A - 5.0 Xxxxx Street View October 20, 1997
The Base Building improvements which are part of the Guaranteed Site Plan
include:
Site Improvements (as indicated on L - 1.0 Guaranteed Site Plan):
1. Parking areas re-graded and re-paved with base coat and final coat.
Striping per site plan.
2. Restored curb cut on Xxxxxx Street to provide for loading access from Xxxxxx
Street onto the Xxxxxx Street/Xxxxx Street parcel. Closed off existing curb
cuts on Xxxxxxxx Street with the exception of two accesses.
3. New parking areas on the Xxxxxx Xxxxxx/Xxxxx Xxxxxx parcel, the 000 Xxxxx
Xxxxxx parcel and the 000 Xxxxx Xxxxxx parcel.
November 10, 1997
Page 2
4. Sloped granite curbing at parking lots, including entry drive, landscaped
islands, and separations of paved areas from building. Granite curbing will
include flush curbs at locations necessary for handicapped access.
5. Concrete entry walks at primary and secondary building entries.
6. Main and secondary entrances handicapped accessible.
7. Upgraded site lighting to satisfy Lifeline Systems Inc. (LSI) and as
required by the Town of Framingham.
8. Receiving dock at the Xxxxx Street side of the building, accessed from the
Xxxxxx Xxxxxx/Xxxxx Xxxxxx parcel, to include overhead door facing east,
truck level loading (by lowering the service drive to achieve floor level
dock), stairs from grade to dock with an access door adjacent to overhead
door, all necessary concrete retaining walls, space adjacent to service bay
for a dumpster, +/-8'-0" high screen enclosure of dock. Interior vestibule
room with double door. Exact location, dimensions and configuration of
receiving dock to be determined in final design phase of work.
9. Grade level shipping door at the Xxxxx Road side of building to include
overhead door and adjacent access door with interior vestibule room with
double door. A walkway will be provided to the existing adjacent paved
parking area.
10. Landscaped grounds to be developed per mutual agreement and per requirements
of the Town of Framingham.
[LOGO OF XXXXXXX - XXXXXXX]
November 10, 1997
Page 3
East, South and West Building Facades:
Improvements generally as indicated on drawings including new insulated glass
windows throughout and metal panels (where shown) in painted aluminum frames,
new EIFS system over existing metal panels and other surfaces as indicated,
painted brick in areas indicated, and new roof cap throughout.
North Facade:
1. Removal of entire first and second floor exterior wall on the Xxxxxxxx street
side of building between stairwells including the loading dock enclosure. A
new exterior wall with EIFS finish, as indicated on drawings, shall be
constructed flush with the outside face of the existing stairwells with first
floor slab, second floor structure, roof, "entry porch" area, new glass and
aluminum double door vestibule and new glazing throughout. Site re-grading as
required to install new exterior wall, provide an accessible entry and
functional parking lot.
2. New glass entry doors at the existing service elevator entrance.
3. New EIFS finish over existing brick on stair xxxxx and service elevator.
Interior Atrium and stair:
1. New atrium space shall include floor opening of shape and size indicated with
new stair. Construction and detailing shall be the equivalent of LSI stair at
Memorial Drive facility.
Elevators:
1. New passenger elevator shall be 2500# with standard cab finish in location
chosen by LSI.
2. Service elevator to be renovated to meet code requirements.
Roof:
1. New EPDM roof
2. New skylights. Base building includes approximately 225 sf of skylight to be
constructed of standard size Wasco or equal skylights. Final quantity and
location of skylights to be determined from final space plan.
[LOGO OF XXXXXXX - XXXXXXX]
November 10, 1997
Page 4
Plumbing:
1. Lavatory improvements include accessibility requirements per ADA,
replacement or covering of existing wall and floor tile with new tile, new
lavatory counters and fixtures, new or renovated toilet partitions, new
ceilings, lighting and accessories.
HVAC:
1. 320 Tons of cooling capacity from roof top cooling tower and water cooled
chiller.
2. New gas steam boiler and new or reconditioned steam to water heat exchanger.
3. Reconditioning or replacement of existing fan coil units as required to
provide no fewer than 17 fan coil units of approximately 7000 - 8000 cfm
capacity each. Should Owner elect to replace any units, Owner shall review
size and location of new units with tenant to coordinate such selection to
the maximum extent possible with tenant HVAC requirements.
4. Reduction in air volumes from existing fan coil units (through pulley and
belt changes), if required by LSI.
5. Removal of existing perimeter baseboard at second floor and relocation of
existing perimeter baseboard at first floor to accommodate new studs and
insulation. Perimeter hot water loop serving baseboard shall be available
for tie in to tenant fit up HVAC work.
6. Approximately 8000 cfm tempered ventilation air (or a lessor amount, if
required by tenant's fit up HVAC work) shall be provided to within 5' of
existing or replacement fan coil units along with associate relief system.
7. Energy management control system to fan coil units only. Replacement of any
defective existing controls.
8. Removal of existing branch ductwork and diffusers and cleaning of all
remaining ductwork including main trunk lines.
[LOGO OF XXXXXXX - XXXXXXX]
November 10, 1997
Page 5
In addition to the above, the Base Building improvements which are part of the
Site Plan Alternate I shall include the following:
Site Improvements (as indicated on L - 1.1 Site Plan Alternate I):
1. Existing parking areas re-graded and re-paved with base coat and final coat.
Striping per site plan.
2. New parking areas on the Xxxxxx Xxxxxx/Xxxxx Xxxxxx parcel, the 000 Xxxxx
Xxxxxx parcel and the 000 Xxxxx Xxxxxx parcel.
3. New curb cuts for new main entry, secondary entries and service entries
along Xxxxxxxx and Xxxxx Streets, plus closing of curb cuts along Xxxxxxxx
Street.
4. Sloped granite curbing at parking lots, including entry drive, landscaped
islands, and separations of paved areas from building. Granite curbing will
include flush curbs at locations necessary for handicapped access.
5. Additional upgraded site lighting to satisfy LSI and as required by the Town
of Framingham.
6. Grade level shipping bay at the Xxxxx Road side of building. Receiving dock
at the Xxxxx Street side of the building, accessed from Xxxxx Street, to
included overhead door facing west, truck level loading (by lowering the
service drive to achieve floor level dock), stairs from grade to dock with
an access door adjacent to overhead door, all necessary concrete retaining
walls, space adjacent to service bay for a dumpster, +/-8'-0" high screen
enclosure of dock. Interior vestibule room with double door. Exact location,
dimensions and configuration of receiving dock to be determined in final
design phase of work.
7. Shipping and Receiving paved area along the majority of the Xxxxx Street
facade.
8. Additional landscaped grounds to be developed per mutual agreement and per
requirements of the Town of Framingham.
It is the intent that necessary Town approvals can be obtained for Final Permit
site improvements prior to the construction schedule date for installation of
Early Permit site improvements. However, should such approvals be delayed, the
Owner and Lifeline shall arrange to coordinate installation of Final Permit
site improvements at a later date.
[LOGO OF XXXXXXX - XXXXXXX]
November 10, 1997
Page 6
Uses
A subsequent application for building permit will be filed for tenant
improvements to the building for the anticipated occupancy by Lifeline Systems
Inc. This occupancy will be for the following approximate breakdown of uses (as
a percentage of the gross areas of the building including pro-rated
circulation):
Offices, including a call monitoring center of
approximately 7000 sf staffed by approximately
30 employees on a 24- hour basis: 52%
Research and Development: 8%
Light assembly, storage: 33%
Food Services: 2%
Building services, equip rooms: 5%
---
Total 100%
Based upon our review of floor plan drawings depicting Xxxxxxx'x prior occupancy
of the property which were made available to us by the Owner of the property, it
appears that Xxxxxxx'x prior occupancy of the building was for office and
research and development uses with office uses occupying in excess of 52% of the
total area.
[LOGO OF XXXXXXX - XXXXXXX]
LIFELINE SYSTEMS, INC.
000 Xxxxx Xxxxxx, Xxxxxxxxxx
ALLOCATION BETWEEN BASE BUILDING AND TENANT WORK
------------------------------------------------
August 29, 1997
---------------
ITEM/DESCRIPTION Base Tenant COMMENTS
---------------- ---- ------ --------
Bldg. Work
---------------------------------------------------------------------------------------------------------------------------------
Site Improvements:
Resurface with new asphalt and stripe X
parking area with minimum 300 spaces.
---------------------------------------------------------------------------------------------------------------------------------
New entrance to building off of Xxxxxxxx X
Road with appropriate mutually agreed
identity.
---------------------------------------------------------------------------------------------------------------------------------
Sloped granite curbing at parking areas,
island and to set off landscaped area. X
---------------------------------------------------------------------------------------------------------------------------------
Landscape grounds to 1st class working X
environment with adequate screening of
industrial building along abutting property
line.
---------------------------------------------------------------------------------------------------------------------------------
Upgrade building lighting to provide X
adequate lighting in parking areas.
--------------------------------------------------------------------------------------------------------------------------------
Building Facade:
Cover or replace (2nd floor) metal panels X
with high quality "Dryvit" or equal finish.
---------------------------------------------------------------------------------------------------------------------------------
New main entrance on Xxxxxxxx Xx. side X
of building consisting of 2 story
"greenhouse style" atrium. Incorporated in
mutually agreeable location.
---------------------------------------------------------------------------------------------------------------------------------
Minor restoration (i.e. paint) to 1st story X
brick.
---------------------------------------------------------------------------------------------------------------------------------
Glazing:
2nd story - New thermal pane fixed glass X
incorporating at minimum 50% of wall
area.
---------------------------------------------------------------------------------------------------------------------------------
Replace 1st floor glass to meeting current X
energy code requirements.
---------------------------------------------------------------------------------------------------------------------------------
[LOGO OF XXXXXX XXXXX & X'XXXXXX INC.]
Lifeline Systems, 000 Xxxxx Xx. Xxxx.
Allocation - Base Bldg/Tenant Work
August 29, 1997
Page 2
ITEM/DESCRIPTION Base Tenant COMMENTS
---------------- ---- ------ --------
Bldg. Work
-------------------------------------------------------------------------------------------------------------------------
Window Treatments:
Allowance for treating new installed X
windows.
--------------------------------------------------------------------------------------------------------------------------
Roof: X
New skylight with minimal coverage equal
to 33% of a column bay area, in central
building location.
---------------------------------------------------------------------------------------------------------------------------
Replace 30 year old roof with new
membrane roof. X
----------------------------------------------------------------------------------------------------------------------------
Stairway:
New central stairway at mutually agreed X
location.
----------------------------------------------------------------------------------------------------------------------------
Building Systems:
HVAC capacity - capable of providing one X
ton of cooling for every 350SF/area.
----------------------------------------------------------------------------------------------------------------------------
HVAC distribution - VAV boxes provided X If existing VAV boxes prove to be unacceptably
throughout space. noisy for a first class office use, then the cost to
remedy will be split equally between Landlord and
Tenant.
----------------------------------------------------------------------------------------------------------------------------
Duct run-out from boxes X
----------------------------------------------------------------------------------------------------------------------------
Automatic temperature controls; one X
thermostat per box
----------------------------------------------------------------------------------------------------------------------------
HVAC energy management system capable X
of providing direct digital control to
roof top units.
----------------------------------------------------------------------------------------------------------------------------
Air Balancing and Commissioning X
----------------------------------------------------------------------------------------------------------------------------
Elevators:
Provide new 2500# elevator in mutually X
agreed location
----------------------------------------------------------------------------------------------------------------------------
Renovate or abandon existing freight X
elevator as required.
----------------------------------------------------------------------------------------------------------------------------
[LOGO OF XXXXXX XXXXX & X'XXXXXX INC.]
Lifeline Systems, 000 Xxxxx Xx. Xxxx.
Allocation - Base Bldg/Tenant Work
August 29, 1997
Page 3
ITEM/DESCRIPTION Base Tenant COMMENTS
---------------- ---- ------ --------
Bldg. Work
----------------------------------------------------------------------------------------------------------------------------------
Electrical:
Power from main switch to existing panels X
and any owner provided HVAC equipment
---------------------------------------------------------------------------------------------------------------------------------
Circuit distribution from panels to X
receptacles, lighting and tenant equipment
---------------------------------------------------------------------------------------------------------------------------------
Emergency exit lighting as required. X
---------------------------------------------------------------------------------------------------------------------------------
Lighting fixtures X
---------------------------------------------------------------------------------------------------------------------------------
Telephone and Data Cables X
---------------------------------------------------------------------------------------------------------------------------------
Electric meter to building X
---------------------------------------------------------------------------------------------------------------------------------
Fire Protection:
Modifications to existing sprinkler heads
and zones to fire alarm panel. X
---------------------------------------------------------------------------------------------------------------------------------
Fire Alarm Panel capable to suit tenant X
requirements.
---------------------------------------------------------------------------------------------------------------------------------
Plumbing:
New boiler system to handle building X
heating requirements
---------------------------------------------------------------------------------------------------------------------------------
Lavatory improvements to meet all building X
codes
---------------------------------------------------------------------------------------------------------------------------------
Cosmetic improvements in existing toilet X
cores to mutually agreed level of finish
---------------------------------------------------------------------------------------------------------------------------------
Kitchens, shower facilities, additional X
bathrooms
---------------------------------------------------------------------------------------------------------------------------------
Loading Docks:
One railboard height loading bay and X
overhead door at mutually agreed location
to include dock seals and load leveler
---------------------------------------------------------------------------------------------------------------------------------
One grade level loading bay with overhead X
door located in mutually agreed area.
---------------------------------------------------------------------------------------------------------------------------------
[LOGO OF XXXXXX XXXXX & X'XXXXXX INC.]
Lifeline Systems, 000 Xxxxx Xx. Xxxx.
Allocation - Base Bldg./Tenant Work
August 29, 1997
Page 4
--------------------------------------------------------------------------------------------------------------------------------
One compactor bar location with concrete X
pad
--------------------------------------------------------------------------------------------------------------------------------
One concrete pad in secured (fenced) area X
for tenant generator located in mutually
agreed area
--------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements:
Interior demolition of walls, removal and X
dead end/make safe of any existing
electrical, fire protection, existing
equipment, piping, etc. per Tenant's fit-up
plans
--------------------------------------------------------------------------------------------------------------------------------
Floor prepared and ready for carpet X
--------------------------------------------------------------------------------------------------------------------------------
Exterior walls and window xxxxx finished X
with gypsum board
--------------------------------------------------------------------------------------------------------------------------------
Ceilings, interior walls, doors X
--------------------------------------------------------------------------------------------------------------------------------
Cafeteria server X
--------------------------------------------------------------------------------------------------------------------------------
Security System X
--------------------------------------------------------------------------------------------------------------------------------
[LOGO OF XXXXXX XXXXX & X'XXXXXX INC.]
EXHIBIT D
---------
COPY OF HVAC LETTER
XXXXXX 108 ASSOCIATES, Limited Partnership
Xxxx Xxxxxxxxx
Vice President Operations
Lifeline Systems
000-000-0000/fax679-1384
RE: HVAC Systems
Framingham Facility
Dear Xxxx,
Per our conversation yesterday, I am confirming our offer to assume all
responsibility for the redesign and installation of a new Heat Pump HVAC system
in the building at 000 Xxxxx Xxxxxx. We will assume this responsibility for a
charge of $500,000.00, Five Hundred Thousand Dollars to be paid by Lifeline
Systems, which may at Lifeline's election be a charge against the Tenant
Allowance under the Lease.
Xxxxxx Clarks Responsibility for this payment will be as follows:
1. Pay for all Engineering expense for the redesign of plans.
2. Install approximately 60-65 heat pump units with all necessary duct
distribution for Lifeline tenant wall layout including diffusers.
3. Remove all existing air handlers and assorted unnecessary piping and
ductwork.
4. Supply and install all new piping, pipe insulation and condensate
piping for new heat pump system.
5. Reuse the existing cooling tower and boiler room tower sump. The heat
exchanger will be upgraded as necessary for heat pump requirement.
6. Install a new energy management system by Honeywell or equal that has
digital Control.
7. Install new wiring for the new system and upgraded panels and
disconnects for the HVAC units.
8. Install new boiler in boiler room to accommodate water tempering to
operate the heat pump system.
9. Supply and install fresh air supply, vent fans and exhaust piping for
new system.
10. Install new roof mounted fresh air handlers as required per code for
tenant occupancy requirements.
11. Install vestibule heaters and misc. heaters as required.
Exclusions:
1. All computer room HVAC requirements and engineering.
2. All equipment and engineering for kitchen/cafe heating, exhaust or cooling
requirements.
3. Any redesign by Lifeline systems that requires additional heat pump units.
Accepted and Acknowledged By: Date: June 30, 1998
------------------------------------------ ------------------------------
Xxxx Xxxxxxxxx Vice Pres. Lifeline Systems Xxxxxxx Xxxxxx for Xxxxxx 108
AssociatesLP