HomeMy WebLinkAbout1994-03-22 Signed Lease Agreement MOD to SPR MERRIMACK GROUP cov.
1 Parker Street, Suite 1-B, Lawrence, MA 01843 (508) 688-6817 1 FAX: (508) 688-6931
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June 17, 1994
Planning Board
Town of North Andover
Town Hall
Main Street
North Andover, MA. 41845
Dear Planning Board Members,
When I previously came before you representing Merrimack Valley Flyers Association,
Inc., I had been asked for a copy of the lease between the Lawrence Airport Commission
and Merrimack Valley Flyers Association Inc. Please find enclosed the signed lease
agreement dated June 9, 1994.
If you have any questions, or are in need of anything pertaining to this hangar project,
please feel free to call me.
Yours truly,
Donald E. Florence
President
GROUND
LEASE AGREEMENT
THIS AGREEMENT is between Lawrence Municipal Airport
Commission , a Massachusetts municipal non-profit corporation
with a place of business at 492 Sutton Street , North Andover ,
Massachusetts ( "Landlord" ) and Merrimack Valley Flyers
Association , Inc . with a usual place of business at 1 Parker
Street , Lawrence , Massachusetts ( "Tenant") .
IT IS AGREED:
ARTICLE I
Section 1 . 1 - Pur lose , Landlord owns certain real
estate located in North Andover , Essex County , Massachusetts ,
cori'sisting of approximately 40 ; 000 sq . ft , ) , as more fully
and legally described in Exhibit "A" attached hereto and made
a part hereof ( the "Land" ) , Tenant desires to acquire the
use of the Land for the purpose of constructing ten ( 1.0 ) T--
Hangars to be used for storage and repair aircraft .
cleases to the Tenant the Land, to Premises . The Landlord
hereby ether g with any and all
appurtenances , rights , privileges and easements benefiting,
belonging or pertaining thereto which are provided for in
Section 1 . 4 of this Lease (the "Leased Premises" ) . The
Building and any other improvements to be constructed on the
Leaved Premises are referred to in this Lease as the
" Improvements" . This includes reasonable rights of ingress and
egress in common with others using Landlord ' s facilities .
Section 1 , 3 - Other Land of Landlord . The Leased Premises
are adjacent to other parcels of land owned by the Landlord,
which are more particularly bounded and described in the site
plan labeled Exhibit "B" attached to this Lease (the "Other
Land of Landlord" ) .
Section 1 . 9 Rights Granted To ether With the Land.
Toc;ether with the Land, the Tenant shall have the following
rights during the Term:
(a ) The non-exclusive right to pass and repass on foot
or in vehicles , as may be appropriate, on walks ,
drives , taxiways and airport operation areas on
Other Land of Landlord which provides access to the
Land from public ways ;
(b) A non-exclusive temporary easement , during the period
of construction of the Improvements on the Leased
Premises , to enter upon the other Land of Landlord to
facilitate constructing the Improvements , including
construction temporary roads and walkways and use for storage,
. . staging ► and other requirements reasonably necessary for
construction of the Improvements , at a location to be approved
by Landlord, which approval shall not be unreasonably withheld
and subject to such restrictions by the Landlord as shall be
for the purpose of minimizing the interference by the Tenant
With other activities on the Other Land of Landlord; and
(c) The right, at Tenant ' s expense, to Construct ,
maintain, replace, and use utility lines , including
but not limited to, wires, poles , cables , pipes and
drains on, above or under Other Land of Landlord for
the purpose of providing utilities , water and sewers
to the Leased Premises, at locations to be approved by
the Landlord, which approval shall not be unreasonably
withheld . All improvements above ground are subject
to federal and state approvals .
Section 1 . 5 - Rights in the Leased Pre ises Reserved-by
Landlord . The Landlord reserves the following rights with
regard to the Leased Premises ;
(a) The right to ' pass and repass on the roadways and
walkways on the Leased Premises, as they may exist
from time to time, on foot or in vehicles , as may be
appropriate, for convenient access to Other Land of
Landlord;
(b) The right, at Landlord' s expense, and with prior
notice to Tenant and Sublessee, to construct, maintain
and use utility lines , including wires , poles , cables ,
pipes and drains across portions of the Leased
Premises that will not unreasonably interfere with the
Improvements which may be constructed from time to
time on the Leased Premises , for the purpose of
providing utility services to Other Land of Landlord .
Such utility lines shall be placed within a utility
easement to be granted by Tenant to Landlord at the
time of submitting the site plan for the Improvements
to be constructed on the Land to the appropriate
governmental authorities for approval . Such Easement
shall be located at a point on the Land mutually
acceptable to Landlord and Tenant . Both parties agree
not to unreasonably withhold their approval .
5ecti n 1 . 6 - Initial T r . The Term of this Lease shall
be for a period of twenty (20) years from the first day of the
month after the date that all Conditions Precedent, as defined
in Sections 1 . 9 and 1 . 10 of this Lease, have been satisfied or
have been waived by the Tenant and the Landlord, respectively
( "the Commencement Date" ) .
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Section 1 . 7 - Holding Over . In the event the Tenant shall
hold^over after the expiration of the Term hereof , such holding
O-er shall not extend the term of this Lease but shall create a
ionth-to-month tenancy upon all terms and conditions of this
Lease .
Section 1A - Conditions Precedent For Tenant . The
obligations of Tenant under this Lease and the commencement of
the Lease shall be condit ' ned upon the satisfaction of the
following conditions (the "Tenant ' s Conditions Precedent" ) or
waiver thereof by the T ant, in its sole discretion, on or
before
(a) Ma rketability of Title . Marketable fee simple title
to the Land shall be owned by the Landlord free aric,
clear of all encumbrances except usual and customary
utility easements .
(b) Final Plans . The final plans and specifications for
the development of the Leased Premises and the
construction of the Improvements ("Plans and
Specifications" ) shall have been reviewed by the
Landlord and approved by Tenant, and all federal ,
state or local governmental agencies whose approvals
are required under applicable law and Landlord shall
have approved the exterior elevation plans for the
Improvements on the Leased Premises (the "Building
Plans" ) and the site plans for location of the
Improvements and for the proposed terrain alteration
on the Land (the "Site Plans" ) , which approval shall
not be unreasonably withheld .
(c) Permits . All permits and approvals required by any
federal , state or local authority shall have been
issued to permit the construction of the Improvements
including , without limitation, all necessary zoning
approvals , permits or licenses from the Town of North
Andover . No such permit or approval shall be subject
to any condition unacceptable to Tenant , in its sole
discretion, and all applicable appeal periods for such
permits and approvals shall have expired .
(d) Authorization. The Landlord ' s board of directors
shall have approved this Lease. (State and Federal
approval) .
(e) Utilities Letters . Tenant shall have received letters
from the providers of all necessary utility services
that such services are available at the boundary of
the Leased Premises in capacities required for all
services contemplated for the construction and
operation of the Improvements . Provided,
nevertheless, that Tenant shall provide, at Tenant ' s
sole expense, all utilities required for its operation .
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( f) Soil Tests . Tenant shall have received written
engineering reports deemed appropriate by Tenant, with
respect to soil conditions, hazardous wastes ,
hydrological conditions and other physical conditions
of the Leased Premises with respect to the suitability
of the Leased Premises for the construction and
operation of the Improvements without the need to
incorporate extraordinary measures . Provided,
nevertheless, that all tests contemplated herein are
conducted with the approval of the Landlord and are at
the exclusive expense of Tenant, and the Landlord is
not responsible for providing investigation or removal
O U spill prevention plans for any of the Tenant ' s
operations .
In the event that the Tenant ' s Conditions Precedent have
not been satisfied or waived by Tenant prior to
, this Lease shall be null and void and neither party shall
have any further obligation to the other arising out of this
Lease . The Tenant shall notify the Landlord on or before as
the Tenant ' s conditions Precedent -are satisfied or waived .
Section 1 . 9 - Conditions Precedent For Landlord . The
obligations of Landlord under this Lease and the commencement
of this Lease shall, be conditioned upon the satisfaction of the
following conditions (the "Landlord ' s Conditions Precedent" ) or
waiver thereof by the Landlord, in its sole discretion, on or
before the dates hereinafter indicated.
(a) Improvements On Qther Land of Landlord . Approval of
the Plans and Specifications by tha North Andover
Municipal, Authorities and Boards and other regulatory
(federal , state and local, including environmental and
aeronautical authorities) .
(b) Construction Guarantee. Receipt by the Landlord of a
written guarantee from Merrimack Valley flyers Association, Inc.
for the benefit of and enforceable by the Landlord
guaranteeing the completion of construction of the
Improvements in accordance with the Plans and
Specifications and all applicable rules and
regulations of governmental agencies having
jurisdiction thereover and in accordance with the
schedule provided for in the construction contract(s)
between the Tenant and its contractors .
(c) Issuance of Certificate of Occupancy by Town of North
Andover .
The Landlord shall notify the Tenant as the Landlord ' s
Conditions Precedent are satisfied or waived .
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ARTICLE II
F Rent
Section 2 . 1 - Base Rent . The initial annual Base Rent
shall be ( $ ) Dollars
payable in equal monthly installments of
($ ) Dollars , for the leased
Premises . All Base Rent shall be paid in advance in equal
monthly installments on or before the first day of each
monthly period during the Term of this Lease commencing on
the Commencement Date.
Tli-- Bas-e Rem slTall be adjusted on the 3rd anniversary of
the Date of this Lease and every three years thereafter during
the Term. For each Three (3) year period of the Initial and
each Option Term, the Base Rent shall be adjusted by
multiplying the initial Base Rent by a fraction (so long as the
fraction is more than the whole number one) , the numerator of
which shall be the Price Index as of the month immediately
preceding the period for which the rent is being calculated and
the denominator of which shall be the Price Index as of the
first month of the Initial Term or that ` Option Term,
respectively, of this Lease. As used in this Lease, the term
"Price Index" means M the "Consumers" Price Index -- US
Average (All Cities) All Urban Consumers , 1967-100) " published
by the Bureau of Labor Statistics of the United States
Department of Labor, or (ii) if the publication of the
Consumers ' Price Index shall be discontinued, a comparable
index which clearly reflects the diminution of the real value
of the rent herein provided for.
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Section 2 2 - Taxes . In addition to the Base Rent payable
under Section 2 . 1, the Tenant shall pay to the Landlord, or to
the taxing authority if a separate bill for any of the items
set forth in this Section is rendered to the Tenant, "the
Taxes" set forth in Subsections (a) , (b) and (c) of this
Section, together with applicable interest and penalties , if
any. The kinds of Taxes payable by the Tenant hereunder are as
follows :
( a) All taxes, and other governmental special assessments
imposed on the Land and/or the Building and other
Improvements which may exist from time to time on the
Land; and
(b) All personal property taxes assessed and levied
against the Tenant ' s personal property on the Leased
Premises , including trade fixtures and inventory.
Section 2 2 1 - Method f PayrDent of Taxes . If any of the
Taxes referred to in Section 2. 2 are evidenced by a separate
bill rendered by the taxing authority to the Tenant, the Tenant
shall pay such bill directly to the taxing authority no later
than the last day on which such bill , or the installment
thereof then due, can be paid without interest or penalty. In
the event any of the Taxes referred to in Section 2 . 2 are
included in a bill rendered to the landlord, the Tenant ' s share
of such Tax bill shall be paid in full as additional rent
within fifteen ( 15) days after Tenant receives written demand
therefor from Landlord, together with copies of all bills and
calculations with respect thereto, but not prior to fifteen
( 15) days before the last day on which such bill , or
installment thereof, can be paid without interest or penalty.
If the Tenant makes such a' timely payment of Taxes to the
Landlord and Landlord thereafter fails to timely remit the
Taxes to the taxing authority, Landlord shall be liable for all
resulting interest and penalties .
Section 2 . 2 . 2 - Review of Tax Assessments . The Tenant
shall have the right to seek review or to contest , by
appropriate legal proceedings, including appearances before the
Appellate Tax Board or other administrative agencies , the
amount or validity of any Tax levied or imposed with respect to
the Leased, Premises , the Land, the Building or the
Improvements . If the Tenant desires to contest the validity of
any Tax, the Tenant may do so without being in default
hereunder , provided the Tenant gives the Landlord notice of the
Tenant ' s intention to do so and, if such is permitted by law
without creating a lien against the Leased Premises or the
Improvements or otherwise giving the taxing authority the right
to proceed against either of them, furnishes a bond made by a
surety company qualified to do business in the Commonwealth of
Massachusetts or pays cash to a mutually acceptable escrow
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agent in Essex County, in either case equal to the amount so
required and provided that the Tenant shall pay such Tax when
the validity thereof shall have been determined. The Landlord
ageees to cooperate with the Tenant in any such review or
contest to the extent requested by the Tenant . Expenses
relating to the review or contest of any such Tax brought by
the Tenant shall be borne exclusively by the Tenant, provided
that in the event that any decision regarding the amount or
validity of any such Tax benefits Landlord by lessening the
amount of any such Tax on Other Land of Landlord for which
Tenant is not responsible under this Lease, Landlord shall pay
a percentage of the cost of such contest, equal to the
percentage . of the total Tax reduction benefiting Other Land of
Landlord, but in no event greater than the amount of Tax
savings to the Landlord .
Section 2 . 2 .3 - Tenant ' s Failure to Pay_ Taxes . In the
event that the Tenant shall fail , refuse, or neglect to make
any of the payments in this Section 2 . 2 required, except as
provided in subsection 2 . 2 . 2 hereof , then the Landlord may, at
its option, pay the same, and the amount or amounts of money so
paid, together with interest on all such amounts , at the rate
of two percent (20) per annum over the then current First
National Bank of Boston prime rate, adjusted monthly, shall be
repaid the Tenant to the Landlord, upon the demand in
writing the Landlord, and the payment thereof may be
collected or enforced by the Landlord in the same manner as
though such amount were an installment of rent specifically
required by the terms of this Lease to be paid by the Tenant to
the landlord within ten ( 10) days after the date that the
Landlord demands reimbursement therefor from the Tenant .
,gection 2 2 4 - P in installment Should any Tax be
payable in installments , the Tenant shall have the right to pay
such Taxes in such installments , provided that the Tenant makes
all such payments when due and pays all interest imposed
resulting from such installment payments . Should the Tenant
elect to pay such Taxes in installments , the Landlord agrees to
execute whatever documents are necessary to effect such
installment payments .
Section 2 . 3 No Notice . The Tenant shall make all
payments of . Base Rent and any other payments provided for in
this Lease without notice or demand.
Sectic; 1 . - Place of Payment.. Payment of Base Rent shall
be made to the Landlord at the address appearing at the end of
this Lease, or to such other address as the Landlord shall
designate by written notice to the Tenant .
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e tion 2 . 5 - Utilities and Other Tenant Services . The
Tenant shall pay any and all charges for utilities and other
services provided to the Leased Premises , including but not
limited to electricity, water, sewer, steam, heat, garbage and
trash removal, snowplowing and the like. Such payments shall
be made when due. Tenant shall also be responsible for all
environmental and hazardous waste removals .
Section 2 , 6 - Rent to be Net . It is the purpose and intent
of the parties that the Base Rent, hereinabove provided to be
pain to the Landlord by the Tenant, shall be absolutely net to
Landlord, so that this Lease shall yield net to Landlord the
rent , as hereinabove provided, and that all costs , expenses,
and obligations of every kind or nature whatsoever relating to
the Leased Premises, or any Improvements thereon, which may
arise or become due during the Term of this Lease, shall be
paid by the Tenant and that the Landlord shall be indemnified
and saved harmless by the Tenant from and against the same .
ARTICLE III
U e of Leased Premises
Section 3 , 1 - PerMitted Uses . During the term of this
Lease , the Tenant and any Sublessee , and their respective
successors and assigns , shall use the lease Premises and the
Improvements exclusively for the construction, lease and/or
operation of hangars for the housing and storage of aircraft,
and all other uses appertanent thereto.
E!2ctlon 3 . 2 -„ Unlawful Purpose. The Tenant shall not use
or allow the Leased Premises or any part thereof to be used or
occupied for any unlawful purpose or in violation of any
Certificate of Occupancy covering the use of the Leased
Premises or any part thereof , or in violation of any permit or
license connected with the use of the Leased Premises or any
part thereof , and shall not suffer any act to be done or any
condition to exist on the Leased Premises or any part thereof
or any article to be brought thereon which may be dangerous
(unless safeguarded as required by law) or which may, in law,
constitute ii nuisance, public or private, or which may make
void or voidable any insurance then in force with respect
thereto . Tenant shall indemnify Landlord for, and save
Landlord harmless from and against, all expense, damages and
loss resulting from violation of any laws, ordinances , and
regulations applicable to the use and occupancy of the Leased
Premises , whether from negligence or willful act of Tenant or
any person upon the Leased Premises by license or invitation of
Tenant, or occupying under Tenant . Tenant , at its expense, may
contest, by appropriate legal proceedings , the validity of any
law or regulation if the imposition on Landlord of any
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consequence from the violation of the law or regulation can be
suspended until final determination of its validity or
application without subjecting Landlord to liability.
ARTICLE IV
Repairs and Maintenance
Section 4 . 1 - Good State of Repair. Tenant covenants and
agrees with Landlord that, during the Term of this Lease, the
Tenant will at its own expense, keep in good state of repair
the Building and any Improvements and fixtures which are
constructed.* or placed upon the Leased Premises by the Tenant
and the Tenant will not suffer or permit any strip, waste or
neglect of the Leased Premises or of the Building or other
Improvements on the Leased Premises .
Section 4 . 2 - - Reconstruction. Although it is the Tenant ' s
duty under the terms hereof to keep and maintain the Bulding
and other Improvements on the Leased Premises in good repair ,
this shall not be construed as empowering the Tenant do
demolish the Building or other Improvements on the Leased
Premises or any substantial part thereof or to cause any major
reconstruction to be made (except as otherwise expressly
provided in this lease) unless and until the Tenant ;
(a) Causes plans for the new buildings or the new
improvements to be prepared in full accordance with
all applicable building and zoning laws , regulations ,
codes and ordinances , and delivers written plans
therefor to the Landlord for its approval, federal and
state approval , (which approval shall not be
unreasonably withheld) at least sixty (60) days before
the work proposed to be done pursuant thereto is
actually commenced; and
(b) Completes the construction of new buildings or new
improvements in accordance with Article VI hereof .
For the purpose of this Subsection, no work will - be
deemed a "demolition" or a major reconstruction so as
to bring it within the terms of this provision .of the
Lease unless it constitutes either the actual
destruction of the Building or the Improvements or a
substantial part thereof or unless it constitutes a
remodeling which, in substance, requires the tearing
down of a substantial part of the Building . The
changing of openings or the removal and/or relocating
of partition walls , or other work inside the Building
designed to accommodate itself to better occupancy,
shall not be deemed a demolition or major repair
within the meaning of this subsection. Tenant may at
its option give notice to the Landlord of any proposed
undertaking which it believes does not require the
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approval of the Landlord under this subsection, and
unless the Landlord, within thirty (30) days of said
receipt , notifies the Tenant that it believes such
approval is required under this Subsection, such
proposed undertaking shall conclusively be presumed
not to require the Landlord ' s approval .
Section 4 . 3 - Maintenance . The Tenant shall, ( i ) keep
reasonably free from obstructions or encumbrances all surfaced
roadways, walks, and all loading, unloading and parking areas
which are part of or which service the Leased Premises ; ( ii)
keep reasonably clear of dirt , snow and ice all such roadways.,
walks and areas ; and (iii) keep the Leased Premises reasonably
clean and neat, including mowing and proper care of seeded
areas .
ARTICLE V
Landlord ' s. Covenants ,
Warranties and Representations
5.ection 5 . 1 - Quiet En 'o men . Landlord represents and
warrants that it is the fee simple owner of marketable title to
the Leased Premises , subject to only those encumbrances , if
any, shown on Exhibit "C" , and that the Landlord has full power
and authority to enter into this Lease and to lease the Leased
Premises to Tenant in accordance with the terms and conditions
of this Lease . Landlord covenants and agrees that the Tenant
upon paying the Basic Rent and all additional rent reserved
hereunder and observing and performing all of the terms,
covenants and conditions on the Tenant ' s part to be observed
and performed, shall peaceable and quietly have and hold the {
Leased Premises , without hindrance or molestation by any person
or persons lawfully claiming by, through or under the Landlord.
ARTICLE VI
Construction of Improvements
Section 6 . 1 - Preparation and CostO of Plans and
Specifications . All Plans and Specifications for the
development of the Leased Premises or construction of the
Improvements, which require approval by the Town of North
Andover municipal authorities and boards , and MAC and FAA,
shall be submitted by the Landlord in a timely manner to the
extent Tenant requests Landlord to do so . Such Plans and
Specifications , including any necessary engineering studies ,
shall be prepared at the Tenant ' s direction and at its sole
expense and, if paid for by the Landlord in the first instance,
shall be reimbursed by the Tenant regardless of whether the
Conditions Precedent are satisfied or waived by the Tenant and
rent under this Lease is commenced . If the Tenant elects not
to proceed with this Lease prior to the Commencement Date, the
Tenant shall give the Landlord written notice thereof , after
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