ANDOVER, MASSACHUSETTS – June 2, 2022 – Dalton & Finegold, a Massachusetts based law firm specializing in real estate law, estate planning, and litigation, welcomes Attorney Ashley Evirs as partner, joining the firm’s growing Estate Planning team. Evirs specializes in all facets of estate planning, estate and trust administration, and long-term care planning.
Ashley Evirs brings over 10 years of experience customizing estate plans designed to avoid probate, minimize estate taxes, and provide asset protection. She is an active member of the Massachusetts Chapter of the National Academy of Elder Law Attorneys and a Wealth Council Member. She received her undergraduate degree from University of Delaware and completed her law degree at Roger Williams University School of Law.
Evirs advises clients on available estate planning strategies, sets up Irrevocable Trusts for protection purposes, and locates planning deficiencies. She is highly skilled with elder law matters including long term care planning, asset protection planning, and providing counsel through the MassHealth/Medicaid long term care application. Additionally, she specializes in counseling clients through the loss of a loved one by handling probate actions, navigating resolutions for family disputes, acting as Trustee for clients, representing Trustee’s to counsel, and guiding the administration process, as well as preparing and filing state and federal estate tax returns. She often speaks at retirement and assisted living facilities throughout the metrowest and south coast areas. Evirs will practice out of the Boston and Lakeville offices primarily, traveling to the other Dalton & Finegold offices as needed.
“Ashley Evirs is a highly regarded estate planning attorney who is known for providing exceptional guidance and individualized attention to every client. We are thrilled that Ashley is joining our growing Estate Planning team, bringing experience and expertise,” said Barry Finegold, Co-Founder and Managing Partner of Dalton & Finegold.
About Dalton & Finegold, LLP
Dalton & Finegold, LLP specializes in residential and commercial real estate law, estate planning, probate administration, business law, and litigation. Headquartered in Andover, Massachusetts, with offices in Boston, Amesbury, Concord, Marlborough, Manchester, and Nashua, we have been providing exceptional service to our clients for over 20 years. Learn more at dfllp.com.
Leases Place Numerous Obligations on Landlords and Tenants
By Christopher R. Vaccaro
Special to Banker & Tradesman
Special issues arise in commercial lease negotiations when landlords commit to build leased premises from the ground up for retail tenants. Landlords and tenants must take care to properly document these arrangements.
The economics of “build to suit” leases are simple enough. Landlords agree to build “shell space” consisting of foundations, exterior walls, roofs, structural components and mechanical systems using their own funds or construction financing. Landlords expect to recover their costs, plus profit, from tenant rents over the lease term. Tenants take responsibility for “tenant finish work,” such as installations of floor and wall coverings, internal partition walls and tenant fixtures.
Housing activists protest on the front steps of the State House in October 2021 to demand action on rent control bills.
Landlords often agree to pay tenants an allowance toward the cost of tenant finish work, while again recovering that expense plus profit from future rents. Such allowances are usually determined on a dollar per square foot basis. Under these circumstances, tenants are expected to pay for the tenant’s work initially, with landlords obligated to pay the allowance to tenants when the tenants’ work is complete, potential mechanic’s liens are released, and tenants have accepted possession and opened for business.
Deadlines Matter as Plans Evolve
These leases must describe the plans and specifications defining the construction. If plans are incomplete when the lease is signed, the lease needs mechanisms to finalize them. Both the landlord and the tenant are expected to submit to each other draft plans, and each party must review the plans and respond with suggested changes within a specified amount of time. Parties that fail to timely comment on submitted plans are deemed to have accepted the plans as-is. Leases should also accommodate the need for changes to plans during construction, because of unforeseen circumstances. It is recommended that parties agree on each other’s general contractors in advance.
After plans and specifications are finalized, each party must secure permits for its work. The lease should require the landlord to secure permits and complete the landlord’s work by a specific delivery date, but allow extensions because of events beyond the landlord’s control, such as inclement weather, natural disasters, shortages of materials, pandemics and construction moratoria. However, many tenants insist upon absolute deadlines for landlords to complete construction, regardless of the occurrence of such events. Tenants often require specific remedies when landlords fail to timely complete their work, such as liquidated damages, rent abatements and lease termination rights.
As the landlord’s work nears completion, tenants need advance notice of the delivery date, so they can mobilize their contractors and other personnel to start installing tenant improvements and preparing the space for use. After tenants accept delivery of the premises, they should have a limited time to complete their build-out and open for business, after which they are required to pay rent, whether or not they are ready to open.
After landlords deliver the premises, tenants should have time to inspect the premises and prepare punch lists of incomplete items. When tenants fail to timely list incomplete items, they waive their rights to make claims about them later. After tenants submit the punch list to their landlords, landlords should quickly resolve deficiencies. Tenants usually require warranties against latent defects in the landlord’s work, as well as assignments of warranties given to landlords by their contractors.
End of Lease Requirements Spur Dispute
Commercial rents are usually based on the leased premises’ square footage. For new construction, the actual square-footage of the leased premises cannot be determined until construction is complete. Therefore, tenants typically reserve the right to re-measure the leased premises upon completion, and to adjust rents accordingly. Landlords should limit the time for remeasurements, and have the right to conduct their own remeasurements to validate tenants’ figures. Disagreements should be resolved by a disinterested party.
Leases should also address what tenant improvements must be removed or must remain in the premises at the end of the lease. For example, in Wilder Companies Inc. v. California Pizza Kitchen Inc., a Massachusetts Superior Court considered a restaurant lease that did not specifically require the tenant to remove its trade fixtures and restaurant equipment when the lease expired. The tenant left behind a pizza oven, walk-in refrigerator, ice chest, counters and seating booths. The landlord sued the tenant for the $50,000 cost of removing those fixtures, as well as holdover rent, but the court dismissed the landlord’s lawsuit.
In leases requiring significant construction, there is no room for ambiguities or assumptions that parties will act “reasonably” when conflicts arise. Landlords and tenants should make sure that their leases cover the issues described above in detail.
ANDOVER, MASSACHUSETTS – May 4, 2022 – Dalton & Finegold, LLP, a Massachusetts based law firm specializing in real estate law, estate planning, and litigation, is thrilled to announce our continued expansion with the addition of a partner, two associates, and an Amesbury office with seasoned support staff. Adding the firm of Healey, Deshaies, Gagliardi and Woelfel brings additional experience and expertise to serve our growing client base and provides another convenient office location.
Paul J. Gagliardi joins as a Partner with 45 years of experience in real estate law, estate planning, estate administration, and business law. He began his law career in Amesbury where he was a partner in a highly regarded law firm and an active member of the Amesbury Lions Club and Amesbury Chamber of Commerce. Gagliardi is a member of the Massachusetts Bar Association.
“Looking toward the future it is important for us to be part of a well-respected law firm capable of continuing to represent our clients in Massachusetts and in New Hampshire. Our team is excited to join Dalton & Finegold, a full-service, client focused firm,” said Paul J. Gagliardi.
Two experienced associates, Attorneys Harold O. Beede and Althea B. Volper, and a full support staff are also joining our team. Beede, a member of both the Massachusetts and New Hampshire Bar Association, has been practicing law since 1991 and will focus on litigation. Volper is a member of the Massachusetts Bar Association, has been practicing law since 2007, and joins our growing estate planning team.
“The addition of Gagliardi, Beede, Volper, and their staff is a complimentary fit with our client centered mission and areas of practice. We look forward to a smooth integration and the ability to successfully serve our growing client base,” said Bill Dalton, Co-Founder and Partner of Dalton & Finegold.
“Our mission has always centered on providing our referral partners and clients with exceptional, personalized legal service. This addition brings three highly skilled, well-respected attorneys to our team and will allow us to meet the increasing demand for our services while continuing to deliver the level of service our clients expect,” said Barry Finegold, Co-Founder and Managing Partner of Dalton & Finegold. “With a strong support staff already in place, we are also able to provide our clients an additional service location in Amesbury”.
About Dalton & Finegold, LLP
Dalton & Finegold, LLP specializes in residential and commercial real estate law, estate planning, probate administration, business law, and litigation. Headquartered in Andover, Massachusetts, with offices in Boston, Concord, Marlborough, Manchester, and Nashua, we have been providing exceptional service to our clients for over 20 years. Learn more at dfllp.com.
Boston, MA (March 28, 2022) — The Boston Business Journal has named Dalton & Finegold, LLP to its exclusive 2022 Fast 50 list, which represents the 50 fastest-growing private companies in Massachusetts.
“This is an exciting time at Dalton & Finegold. We attribute our growth and success over the last four years to the hard work and dedication of our Partners, Associates, and staff. When COVID-19 hit we did not know what our future might be, through the dedication of our employees and clients we changed around our processes and became stronger,” said Barry Finegold, Managing Partner of Dalton & Finegold. “We strive to build lasting relationships with our clients, always putting their needs first. This is a winning strategy that has been in place for over 20 years at Dalton & Finegold.”
The Fast 50 companies are selected and ranked based on revenue growth from 2018 to 2021. The numbers are crunched and analyzed by the Business Journal’s research department.
“We are so happy to be able to celebrate this year’s Fast 50 in person, bringing together the leaders, founders and professionals working at the region’s fastest-growing private companies,” said Carolyn M. Jones, market president and publisher of the Boston Business Journal.
A Fast 50 special publication is scheduled to run in the May 20 weekly edition of the Business Journal and online that week as well. A celebration to honor this year’s Fast 50 is scheduled to be held on Thursday, May 19th at the Long Wharf Marriot, Boston, MA where the rankings will be released.
Companies on the Fast 50 must have their headquarters in Massachusetts and must have reported revenue of at least $500,000 in 2018 and $1 million in 2021 were considered.
Issues Include Permitting, Privacy and Environmental Clauses
By Christopher R. Vaccaro
Special to Banker & Tradesman
With its abundance of educational and healthcare institutions engaged in innovative research and development programs, Massachusetts is experiencing much real estate activity associated with life sciences. Landlords and tenants should consider several issues before making financial commitments to life science projects.
Life science tenants need to consider unique elements of their real estate operations when negotiating leases with landlords. Anchor Line Partners and Northwood Investors broke ground in late 2021 on the 227,000-square-foot 245 Fifth Ave. development in Waltham after receiving $277 million in financing from RBC Real Estate Capital Corp.
Permitting is a threshold issue for laboratory uses. Life science tenants should not sign leases without assurances that necessary governmental permits are obtainable. Tenants that fail to secure permits are not excused from lease obligations. The Massachusetts Biotechnology Council (MassBio) has laid groundwork in this area. It ranks Massachusetts municipalities based on the availability of lab sites. Communities earn “gold” ratings if they have sites pre-permitted for biotech uses, or buildings where biotech activities are under way. Communities can earn “platinum” ratings if they have shovel-ready permitted sites that have completed review under the Massachusetts Environmental Policy Act. The list of gold and platinum rated communities is easily accessible at MassBio’s website.
Planning for Growth
Life science firms should anticipate future growth. Flexible short-term licenses in shared laboratories can work for startups, but as firms develop marketable products and attract Series A funding, they will graduate into fixed-term leases of specially designed facilities. Life science firms must identify landlords with financial resources to build out space properly, and avoid long-term commitments to spaces they expect to outgrow.
Tenants should have lawyers review leases in advance, to avoid unpleasant surprises. A Massachusetts medical device manufacturer encountered such unpleasantry in SpineFrontier Inc. v. Cummings Properties LLC.
The tenant originally signed a one-year lease for 331 square feet. The lease automatically renewed for five years unless the tenant notified the landlord otherwise by constable, certified mail or courier service. The parties later amended the lease to expand the tenant’s premises and extend the lease term. Before the scheduled expiration, the tenant emailed its landlord a nonrenewal notice. The landlord claimed that the emailed notice was inadequate and the lease renewed for five years. It demanded $1.7 million in accelerated rent. The Massachusetts courts ruled that the emailed notice and the parties’ other communications were sufficient to terminate the lease, thus rescuing the tenant from disaster.
Most landlords offer standard lease forms that prohibit tenants from assigning the lease or subletting space. This is unworkable for life science tenants whose business plans involve sales of their businesses to pharmaceutical companies or collaboration with other firms and scientists. Landlords and tenants of laboratory space need to modify assignment and sublease clauses to accommodate such business plans.
Environmental Issues
Landlords usually reserve rights to enter the leased premises for numerous reasons, including inspections and repairs, and showing properties to lenders and investors. However, widespread access rights are inappropriate where tenants develop intellectual property or conduct laboratory activities involving hazardous materials. Tenants need to make sure that “clean rooms” and other areas are off-limits to landlords.
Environmental issues are of particular concern in “wet labs” where tenants handle biological or radioactive materials or chemical solvents. According to Kevin Malloy, a principal at Avison Young who specializes in life science real estate transactions, “Landlords look to push all risks involving hazardous materials to tenants. They are also concerned about tenant operations impacting property insurance levels. Local fire chiefs have an active role in shaping building hazmat policy especially in urban environments. They often require thorough code review and hazmat storage and use permits from tenants.”
The condition of the premises at lease expirations is critical. Landlords cannot afford to remove vacant space from the rental market while cleaning up after prior tenants. In Prospect Hill Acquisition, LLC v. Tyco Electronics Corp., the lease required the tenant to remove “all equipment, ducts, fixtures, materials or other property that are or might be contaminated” when the lease expired. The landlord refused to accept the premises at lease expiration, because cyanide was found in the concrete floor. The landlord required that the tenant remove the contaminated flooring, while charging the tenant triple rent as a holdover tenant
A federal appeals court ruled that the phrase “equipment, ducts, fixtures, materials or other property” in the lease referred to moveable objects, not the concrete floor, and the lease did not obligate the tenant to remove it.
Commercial real estate experts learned during the COVID pandemic that the office and restaurant leasing markets are less stable than hoped, and demand for laboratory space presents opportunities. When exploring these opportunities, all participants should educate themselves on special issues affecting the life science industry.
GE’s Legacy Shapes Future of Pittsfield Property
By Christopher R. Vaccaro
Special to Banker & Tradesman
Massachusetts law defines “gateway municipalities” as cities and towns with populations between 35,000 and 250,000, where median household incomes and rates of residents with bachelor’s degrees are below the state average. Commonly called “Gateway Cities,” these communities often face economic challenges because of lost manufacturing jobs, but they also offer the advantage of lower real estate costs than tonier communities.
Pittsfield is a one such community nestled in the scenic Berkshires of western Massachusetts. Hiking, camping and skiing are available for outdoor recreation. Pittsfield also offers theater productions at the Barrington Stage and Colonial Theater, and the city is near the Jacob’s Pillow dance festival in Becket, the Tanglewood Music Center in Lenox and the Williamstown Theatre festival.
Pittsfield’s William Stanley Business Park has six shovel-ready sites available ranging from 1 to 16 acres.
According to Pittsfield’s business development manager Michael Coakley, “Employers and employees alike have found that Pittsfield, the economic hub of the Berkshires, is a great place to live, work and raise a family with year-round outdoor recreational activities, world-class cultural attractions and easy access to Boston and New York City. Pittsfield’s manufacturers and innovative companies thrive with lower costs of living and doing business, than in the more urban areas.”
A Toxic Legacy Remediated
Despite these desirable attributes, Pittsfield suffered economically and environmentally from its status as a company town for General Electric Co. GE curtailed its manufacturing activities in Pittsfield, but not before discharging toxic PCBs from its transformer plant into the Housatonic River and the surrounding area for decades.
In 1999, the Environmental Protection Agency pressured GE to accept a consent decree, later approved by the U.S. District Court in Massachusetts. Under this consent decree, GE committed to remediating groundwater and soil contamination at its plant site and elsewhere, removing contaminated sediments from nearby wetlands, capping toxic landfills, installing groundwater monitoring systems and cleaning up the Housatonic River downstream from its plant. The commonwealth of Massachusetts, state of Connecticut and city of Pittsfield were also parties to the consent decree. More than two decades later, GE is still remediating PCB contamination caused by its activities.
The consent decree also required GE to provide financial support to the city and the Pittsfield Economic Development Authority (PEDA), a corporate body authorized by the Massachusetts legislature to acquire GE’s properties and prepare them for redevelopment and reuse. GE entered into a Definitive Economic Development Agreement with PEDA and the city, under which GE remediated contamination and demolished buildings on 52 acres of its plant site near Pittsfield’s center, then transferred that property to PEDA. GE also agreed to make a $15.3 million redevelopment fund available to PEDA for reconstruction and economic incentive packages for owner-occupants, and a $10 million gift to the city.
Six Shovel-Ready Lots Available
PEDA used the 52 acres and GE funding to create the William Stanley Business Park (WSBP) as a commercial development zoned for industrial and manufacturing uses. The site has freight rail access, with rail lines running north, south, east, and west. Current WSBP occupants include the Berkshire Innovation Center (BIC), Electro Magnetic Applications, MountainOne Financial and Eversource. The BIC offers research and development facilities for manufacturers.
Electro Magnetic Applications is a Denver-based technology company operating a laboratory that tests the resilience of machinery and materials to be used in the highradiation and super-chilled environment of outer space. MountainOne Financial offers banking, insurance and investment services throughout Massachusetts. Eversource operates a solar array that generates 1.8 megawatts of electricity on an 8-acre site.
The WSBP has six construction-ready lots ranging in size from one to 16 acres. The larger lots are subdividable. State and local economic incentives are available through PEDA.
The Massachusetts Biotechnology Council awarded Pittsfield a “Gold” BioReady rating, which is reserved for cities and towns that offer biotech firms adequate water and sewer service, receptive zoning laws and city officials, and available sites pre-permitted for biotech uses. The WSBP’s zoning laws and available sites make it an excellent location for biotech businesses.
Pittsfield also created a “Red Carpet Team” comprised of state and local officials from the city, PEDA, the Pittsfield Economic Revitalization Corp., MassDevelopment, the Massachusetts Office of Business Development and MassHire. This team meets with businesses interested in locating or expanding in Pittsfield, to explain available tax and financial incentive programs. The Red Carpet Team successfully attracted e-commerce retailer Wayfair, which is expected to employ 300 people at a call center in Pittsfield.
Given Pittsfield’s cultural and recreational amenities, and its determination to attract laboratory, technology, and manufacturing businesses, it is worthy of serious consideration as a location for both start-up and established players in those industries.
ANDOVER, MASSACHUSETTS – June 2, 2022 – Dalton & Finegold, a Massachusetts based law firm specializing in real estate law, estate planning, and litigation, welcomes Attorney Ashley Evirs as partner, joining the firm’s growing Estate Planning team. Evirs specializes in all facets of estate planning, estate and trust administration, and long-term care planning.
Leases Place Numerous Obligations on Landlords and Tenants
Boston, MA (March 28, 2022) — The Boston Business Journal has named Dalton & Finegold, LLP to its exclusive 2022 Fast 50 list, which represents the 50 fastest-growing private companies in Massachusetts.
