Additions and Alterations After Substantial Completion of the Facility and Leased Premises, Lessee shall have the right to make, at Lessee’s sole cost and expense, additions, alterations, and changes ("Alterations"), in or to the Leased Premises or the Improvements, provided Lessee shall not then be in default in the performance of any of Lessee's covenants or agreements in this Lease, subject, however, in all cases to the following:
(1) No Alterations of any kind shall be made without the prior written consent of Lessor if the Alterations would tend to: (a) change the general character or structure of the Improvements on the Leased Premises, or (b) reduce or impair the value, rental, rental value, rentability, or usefulness of the Leased Premises or the Improvements or any part of same;
(2) No Alterations shall be undertaken until Lessee shall have procured and paid for, to the extent the same may be required from time to time, all permits and authorizations of all municipal departments and governmental subdivisions having jurisdiction, and complied with all other laws, statutes, codes, ordinances, orders, rules, regulations, permits, or licenses relating to the Alterations;
(3) Any structural Alterations involving in the aggregate an estimated cost of more than $ shall be conducted under the supervision of an architect or engineer selected by Lessee and approved in advance and in writing by Lessor (which approval shall not be unreasonably withheld or delayed). No such structural Alterations shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and approved in advance and in writing by Lessor (which approval shall not be unreasonably withheld or delayed). In the event of Lessor's disapproval, Lessor shall give to Lessee an itemized statement of reasons for the disapproval. If Lessor does not disapprove the plans and specifications provided for in this paragraph within fifteen (15) days after they have been submitted to Lessor, the plans and specifications shall be deemed to have been approved by Lessor. Prior to commencing any work under this Section 11, Lessee shall furnish Lessor, on demand, with a good and sufficient surety bond insuring the completion of the work and the payment of all bills in connection with the work.
(4) Any Alterations shall be made promptly, subject to Force Majeure Delay, and in a good and workmanlike manner and in compliance with all applicable laws, statutes, codes, ordinances, orders, rules, regulations, permits, or licenses, and all insurance policy provisions and requirements;
(5) The cost of any such alterations shall be paid solely by Lessee in cash or its equivalent, including the cost of labor and materials supplied to the Leased Premises or the Improvements;
(6) Workers' compensation insurance covering all persons employed in connection with the Alteration work and with respect to whom death or bodily injury claims could be asserted against Lessor, Lessee, or the Leased Premises or the Improvements, and commercial general liability insurance for the mutual benefit of Lessor and Lessee with limits of not less than $ in the event of bodily injury or death to one person and not less than $ in the event of bodily injury or death to any number of persons in any one accident, and with limits of not less than $ for damages or injury to property, with not more than a $ deductible, shall be maintained by Lessee at Lessee's sole cost and expense at all times when any substantial work is in progress in connection with any Alterations. All such insurance, if readily obtainable, shall be effected under standard form policies issued by insurers of recognized responsibility, which are duly licensed to issue such insurance in the State of Oklahoma and well rated by national rating organizations. SECTION TWELVE INSPECTIONS Lessee shall permit Lessor, Lessor’s agents, employees, and contractors to enter all parts of the Leased Premises and the Improvements during Lessee's regular business hours to inspect the same and to enforce or carry out any provisions of this Lease, provided Lessee is given reasonable advance notice, which may be verbal (except in an emergency, in which case no notice shall be necessary), and Lessee's Permitted Use shall not be unreasonably interfered with by Lessor during any entry authorized in this Section 12.
Tenant Improvement Allowance Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.
Alterations, Additions, and Improvements Subject to the provisions of this Article IV, Lessee may make any alterations, additions, improvements or other changes to the Premises and the Relevant Assets as may be necessary or useful in connection with the operation of the Relevant Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Premises or any of the Shared Access Facilities, Lessee shall notify Lessor in writing in advance and the parties shall negotiate in good faith any increase to the fees paid by Lessee under the Site Services Agreement by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor under the Site Services Agreement that results from any modifications to the Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements, or as otherwise mutually agreed by the parties. Any alteration, addition, improvement or other change to the Premises, Relevant Assets or Additional Improvements (and, if agreed by Lessee and Lessor, to the Shared Access Facilities) by Lessee shall be made in a good and workmanlike manner and in accordance with all applicable Laws. The Relevant Assets and all Additional Improvements shall remain the property of Lessee and shall be removed by Lessee within one (1) year after termination of this Lease (provided that such can be removed by Lessee without unreasonable damage or harm to the Premises) or, at Lessee’s option exercisable by notice to Lessor, surrendered to Lessor upon the termination of this Lease. Lessee shall not have the right or power to create or permit any lien of any kind or character on the Premises by reason of repair or construction or other work. In the event any such lien is filed against the Premises, Lessee shall cause such lien to be discharged or bonded within thirty (30) days of the date of filing thereof.
Tenant Improvement Allowance Items Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively, the “Tenant Improvement Allowance Items”):
2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, the costs of Tenant’s project manager (if any) and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter;
2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;
2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage.
2.2.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;
2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”);
2.2.1.6 Sales and use taxes;
2.2.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; and
2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.
Improvement Allowance a. Landlord shall contribute the Improvement Allowance towards the Improvement Costs in accordance with the terms of this Section. All Improvement Costs incurred by Landlord shall be deducted from the Improvement Allowance, and applied by Landlord to pay the Improvement Costs, as such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant through October 31, 2014 (the “Allowance Expiration Date”). Any portion of the Improvement Allowance remaining undisbursed after the Allowance Expiration Date shall be retained by Landlord and Tenant shall not be entitled to any payment, Rent reduction or offset for any unused part of the Improvement Allowance. In no event shall Landlord be obligated to expend more than the Improvement Allowance.
b. Prior to commencement of construction of any Initial Improvements, Landlord shall submit to Tenant a written estimate (the “Estimate”) of the Improvement Costs. The Estimate shall include “allowance(s),” defined as an estimate of cost for an item of work not sufficiently defined in the documents to allow a fixed price to be obtained by the general contractor for which the Improvement Costs are to be increased or decreased, respectively, by the precise amount that the actual cost of the allowance item is either in excess of or less than the amount of the allowance for that item. Tenant shall approve the Estimate in writing within five (5) business days of Tenant’s receipt thereof. If Tenant does not approve or disapprove the Estimate in writing within said period, Tenant shall be deemed to have approved the Estimate. Landlord shall be under no obligation to construct any of the Initial Improvements until Tenant has expressly approved the Estimate.
c. If based on the Estimate, the Improvement Costs will exceed the Improvement Allowance, then prior to commencement of construction of any Initial Improvements, Tenant shall pay to Landlord one hundred percent (100%) of such projected excess amount. Landlord shall keep Tenant reasonably informed with respect to construction progress of the Initial Improvements, the occupancy of the Premises by Tenant and costs thereof. Landlord shall submit to Tenant monthly progress statements illustrating the cost to date of constructing the Initial Improvements. The statements of costs submitted to Landlord by Landlord’s contractors shall be conclusive for purposes of determining the actual cost of the items described therein. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes a Default by Tenant as if Tenant shall have failed to pay Rent. Within ten (10) days after submission by Landlord of the foregoing statement, Tenant shall pay Landlord the amount, as set forth in such notice, by which the Improvement Costs exceeds the Improvement Allowance plus any amount previously paid by Tenant to Landlord. Landlord shall not disburse the Improvement Allowance until after Landlord disburses funds paid by Tenant for excess costs and provided that the Improvement Allowance is estimated to be sufficient to pay all remaining costs. Landlord shall disburse first the funds paid by Tenant and then the Improvement Allowance directly to the general contractor and to suppliers and subcontractors as Landlord deems appropriate. As soon as reasonably practical upon completion of the Initial Improvements, Landlord shall prepare and submit to Tenant a statement showing, in reasonable detail an accounting for the Improvement Costs and the total amount payable hereunder by Landlord to Tenant or Tenant to Landlord. Within ten (10) days after submission by Landlord of the foregoing statement, Tenant shall pay Landlord the amount, as set forth in such notice, by which the Improvement Costs exceeded the Improvement Allowance and any funds previously paid by Tenant to Landlord. If the Improvement Costs are less than the Improvement Allowance and any funds previously paid by Tenant to Landlord, then the excess funds previously paid by Tenant to Landlord shall be used to offset Base Rent; and Tenant shall not be entitled to any payment, Rent reduction or offset for any unused part of the Improvement Allowance.
d. After the Improvement Allowance has been expended by Landlord, the principal amount of the Improvement Allowance, together with interest thereon calculated at the Default Rate, shall be amortized evenly over the Term, and so long as Tenant does not default in its monetary obligations under the Lease, and fail to cure such default within the applicable period of cure, if any, provided under this Lease, then the balance of the Improvement Allowance shall be reduced each month by the principal amount amortized each month, and upon Landlord’s receipt of the final payment of Rent due during the initial Term of this Lease, Tenant shall have no liability to Landlord for the repayment of any portion of the Improvement Allowance or the interest that accrued and was amortized over the initial Term of this Lease. In the event of an uncured Default by Tenant under this Lease, then in addition to all of Landlord’s other remedies available under this Lease, Tenant shalt also be liable to Landlord for the entire unreduced principal balance of the Improvement Allowance remaining as of the date of default, and interest on such balance shall accrue at the Default Rate.
Construction Allowance (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, (iv) with respect to the disbursement of the last 10% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant of the same and Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease.
(b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease.
(c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto.
(d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.
Alterations to Premises Tenant shall make no structural or interior alterations to the Premises. If Tenant requests such alterations and such alterations are structural in nature, then Tenant shall provide Landlord with a complete set of construction drawings. If Landlord consents to the alterations, then the Landlord shall determine the actual cost of the work to be done. Tenant may then either agree to pay Landlord to have the work done or withdraw its request for alterations; provided, however, that at Tenant’s request, Landlord shall not unreasonably withhold its consent to allowing Tenant and/or Tenant’s contractors to perform such work. All such alterations are subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Subject to the terms of this paragraph, and notwithstanding any provision of this Lease to the contrary, Landlord agrees to allow Tenant to construct (i) a data center within the Premises and to install equipment (which may include generator, condensers, UPS, etc.) in the Building and around the land surrounding the Building necessary to facilitate the operation of Tenant’s data center, and (ii) an opening in the curtain wall of Floor 1 of Building C, to install two (2) four foot doors within such opening, to improve the outside area for delivery access and to install other improvements (which may include a large dumpster) to the Building and the land surrounding the Building necessary to facilitate the operation of Tenant’s Fulfillment Center. All such alterations shall be performed by Tenant’s contractors (which shall be subject to Landlord’s approval, not to be unreasonably withheld), at Tenant’s sole cost and expense. Notwithstanding the above paragraph, Tenant shall have the right to make nonstructural and nonsystems related alterations (“Tenant Alterations”) up to a value of $15,000.00 per occurrence (not to exceed $60,000 during any 12-month period) without Landlord’s prior written consent (which consent shall not be unreasonably withheld), provided Tenant shall provide notice to Landlord of its intent to make the Tenant Alterations. Such notice shall include a copy of plans and specifications (if such alterations are of a character that would reasonably require plans and specifications) and copies of all permits, if required by the appropriate municipality, and any contracts for such Tenant Alterations. All Tenant Alterations shall be performed by contractors approved by Landlord which approval shall not be unreasonably withheld, and in accordance with all applicable laws and the rules and regulations described in Section 12b.
Repairs and Alterations (14.1) Tenant shall keep and maintain the Leased Premises in good repair and condition; keep in good running order the heating and air conditioning systems, electric wiring, toilets, water pipes, water, gas and electric fixtures; replace all locks and deliver keys to Landlord after replacement of locks, trimmings, glass and plate glass broken during the tenancy, regardless of the manner in which same may have been broken, unstop all water fixtures that may become choked and repair all water pipes and plumbing that may burst. If any elevators, escalators, lifts, machinery or appliances (herein called "equipment") are situate on the Leased Premises, Tenant shall care for, maintain and repair same, and shall indemnify and save harmless Landlord from any liability or claims for damages or injuries to persons and property arising therefrom. Tenant shall not make any alterations of, additions to or changes in the Leased Premises or equipment without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and all alterations, changes and improvements, by whomsoever made, shall be the property of Landlord.
(14.2) Tenant agrees that all additions and improvements and attached equipment and fixtures installed in or on the Leased Premises by the Tenant, including but not being limited to, electric wiring, electric fixtures, show window reflectors, screens, screen doors, awnings, awnings frames floor coverings, landscaping, furnaces and air conditioning machinery and equipment, shall immediately become the property of the Landlord and shall not be removed by Tenant at the termination of this Lease, unless requested to do so by the Landlord, in which event Tenant agrees to do so and to repair promptly any damage caused by such removal.
(14.3) Nothing contained in this Lease shall be construed as requiring Landlord to make any repairs, except of a structural nature. Landlord shall maintain and make all necessary structural repairs to the foundations, load bearing walls and roof. This does not include the repairing of any glass or moving parts such as passage and overhead doors. (The Tenant will maintain the ------ common areas as outlined in the Addendum.) alterations, rebuilding, replacements, changes or additions placed by Tenant thereon, in as good condition and repair as the same were in at the commencement of the original term, normal wear and tear excepted; provided, however, Tenant shall not be required to return the Leased Premises and equipment in as good condition as aforesaid if the same are damaged or destroyed by fire or otherwise, unless caused by Tenant's fault or negligence which is not adequately covered by insurance.
ALTERATIONS AND IMPROVEMENTS Tenant shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Landlord. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Tenant shall, unless otherwise provided by written agreement between Landlord and Tenant, be and become the property of Landlord and remain on the Premises at the expiration or earlier termination of this Agreement.
Alterations and Repairs Lessee shall not make or permit to be made any other alterations, additions, improvements, or changes (collectively, “Alterations”), in the premises, without Lessor’s prior written approval, which approval Lessor may withhold in Lessor’s sole discretion. Subject to the services to be rendered by Lessor as set forth in the Schedule, Lessee shall, at Lessee’s expense, keep the premises generally consistent with the standard maintained by other tenants of premises in the Building during the tenancy. If Lessee does not make repairs promptly and adequately, Lessor may, but need not, make repairs, and Lessee shall pay promptly the reasonable cost thereof. At any time or times, Lessor, either voluntarily or pursuant to governmental requirement, may, at Lessor’s expense, make repairs, alterations, or improvements in or to the Building or any part thereof, including the premises, and, during such operations Lessor may close entrances, doors, corridors, elevators, or other facilities, all without any liability to Lessee or deduction of rent by reason of interference, inconvenience, or annoyance; provided that Lessee shall have access to the premises sufficient for conduct of Lessee’s business. Lessor shall not be liable to Lessee for any expense, injury, loss, or damage resulting from work done in or upon, or the use of, any adjacent or nearby building, land, street, or alley, provided that Lessor makes a reasonable effort to minimize the disruption to Lessee’s business. In the event Lessee requests that repairs, alterations, decorating, or other work in the premises be made during periods other than ordinary business hours, Lessee shall pay Lessor for overtime and other additional expenses incurred because of such request.
